Oak Mortgage Group, Inc. Michael H. Nasserfar Michael E. Task And Tycord R. Gosnay v. Ameripro Funding, Inc.
Opinion
ACCEPTED 03-15-00416-CV 7412400 THIRD COURT OF APPEALS AUSTIN, TEXAS 10/16/2015 1:43:12 PM JEFFREY D. KYLE CLERK NO. 03-15-00416-CV
FILED IN 3rd COURT OF APPEALS IN THE THIRD COURT OF APPEALS AUSTIN, TEXAS AUSTIN, TEXAS 10/16/2015 1:43:12 PM JEFFREY D. KYLE Clerk
OAK MORTGAGE GROUP, INC.; MICHAEL H. NASSERFAR; MICHAEL E. TASK; and TYCORD R. GOSNAY, Appellants, v.
AMERIPRO FUNDING, INC., Appellee.
On Appeal from the 345th District Court of Travis County, Texas Hon. Gisela D. Triana, Presiding
BRIEF OF APPELLEE AMERIPRO FUNDING, INC.
Susan P. Burton State Bar No. 03479350 sburton@gdhm.com Eric G. Behrens State Bar No. 02050700 ebehrens@gdhm.com IDENTITY OF PARTIES AND COUNSEL
Appellants/Plaintiffs/ Attorneys for Appellants/Plaintiffs/ Counter-Defendants Counter-Defendants
Oak Mortgage Group, Inc. Wm. Charles Bundren Michael H. Nasserfar WM. CHARLES BUNDREN & ASSOCIATES Michael E. Task Law Group, PLLC Tycord R. Gosnay 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 (214) 808-3555 (Telephone) (972) 624-5340 (Facsimile) Charles@bundrenlaw.net
Appellee/Defendant/ Attorneys for Appellee/Defendant Counter-Plaintiff Counter-Plaintiff
Ameripro Funding, Inc. Susan P. Burton Eric G. Behrens GRAVES, DOUGHERTY, HEARON & MOODY, P.C. 401 Congress Avenue, Suite 2200 Austin, Texas 78701 (512) 480-5600 (Telephone) (512) 536-9908 (Facsimile) sburton@gdhm.com ebehrens@gdhm.com
ii ABBREVIATIONS AND RECORD CITATIONS
The following abbreviations and notations are used in this Brief:
CR; 1CR; 2CR References to the Clerk’s Record (record, supplement I, and supplement II).
1RR; 2RR; 3RR References to the Reporter’s Record (three volumes – Index, Transcript).
AX; PX; CX References to the exhibits (in Vol. 4 of the Reporter’s Record: Applicant Ameripro’s exhibits, Plaintiffs’ exhibits, Court exhibit).
App. Br. References to Brief of Appellants.
iii TABLE OF CONTENTS
IDENTITY OF PARTIES AND COUNSEL ...............................................................................ii
ABBREVIATIONS AND RECORD CITATIONS ...................................................................iii
TABLE OF CONTENTS .................................................................................................... iv
TABLE OF AUTHORITIES ................................................................................................ ix
STATEMENT OF THE CASE ...........................................................................................xiv
STATEMENT REGARDING ORAL ARGUMENT ............................................................... xv
ISSUES PRESENTED ......................................................................................................xvi
STATEMENT OF FACTS ................................................................................................1
I. Introduction: overview of the conduct which led to the injunction........1
II. Ameripro’s creation of the Lakeway branch office, and the Individual Appellants’ fiduciary roles for Ameripro ........................4
III. The non-solicitation clauses and ownership provisions in the Ameripro contracts ......................................................4
A. Ameripro’s confidential information includes each category outlined in the Temporary Injunction..............................5
B. Brohn, Clark Wilson, and Seaholm were Ameripro customers under the contractual non-solicitation clauses..............5
C. Oak Mortgage’s actual knowledge of the contract provisions ......7
IV. The Individual Appellants admitted that they took Ameripro’s confidential information and provided it to Ameripro’s competitor. They began doing so months before they resigned ............7
iv A. Appellants also downloaded and copied Ameripro’s financial and customer data from its office and computers ...........8
B. The confidential information that Appellants took from Ameripro enabled them to jumpstart a competing office ............12
V. Appellants began soliciting Ameripro’s customers for Oak Mortgage, even before the Individual Appellants had resigned from Ameripro..................................................................13
A. One month before the Individual Appellants resigned as fiduciaries, Oak Mortgage agreed to indemnify them against Ameripro, and told them they could solicit its customers ...........13
B. While they were Ameripro’s fiduciaries, the Individual Appellants began soliciting Ameripro customers for a competitor. Oak Mortgage sent “scripts” for them to use ..........14
VI. In addition to transmitting confidential data to Oak Mortgage before they resigned, the Individual Appellants removed over 20,000 Ameripro files and kept them as agents of Oak Mortgage .......16
VII. The Individual Appellants destroyed Ameripro documents, including its customer files, and destroyed files after the district court issued a TRO compelling their return..............................17
VIII. Appellants’ successful disruption of Ameripro’s business...................19
SUMMARY OF THE ARGUMENT .................................................................................... 20
ARGUMENT ...............................................................................................................22
I. The Temporary Injunction satisfies the requirements of Rule 683 ......22
A. The reasons stated in the Temporary Injunction, which Appellants do not address or even mention in their brief ............22
v B. The reasons stated in the Temporary Injunction go further than is required by Rule 683, as shown by multiple decisions ....23
C. The decisions cited by Appellants do not assist them. One such decision lists the language from this Temporary Injunction as examples that “comply with rule 683” ...................28
II. Appellants’ own admissions establish that Ameripro’s builder clients are “customers” under the non-solicitation clauses...................30
A. Appellants make no attempt to address the testimony (including their own sworn admissions) that customers include borrowers and “builder customers”.................................30
B. The evidence regarding builder customers is consistent with the non-solicitation clause. .................................32
C. Appellants’ argument that the definition of “customers” should be construed against Ameripro conflicts with the contracts, which disclaim that either party is sole drafter............34
III. Injunctive relief was also independently warranted because Appellants were barred from soliciting Ameripro customers for a competitor in breach of fiduciary duties, separate and apart from their breaches of contract and misappropriation .................35
A. Appellants did not merely take the names of builder customers. They took pricing, lender credit data, compilations of builder preferences, and multiple other data from computers .................36
B. Appellants’ solicitation of Ameripro customers and use of confidential information for that purpose, even while the Individual Appellants were still Ameripro’s fiduciaries..............37
C. Even if Appellants supposedly could have publicly obtained some of the data they took from Ameripro computers, they tortiously downloaded Ameripro’s work product........................40
vi IV. Appellants’ argument that they had returned all confidential information of Ameripro prior to the hearing is also false ...................42
A.
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ACCEPTED 03-15-00416-CV 7412400 THIRD COURT OF APPEALS AUSTIN, TEXAS 10/16/2015 1:43:12 PM JEFFREY D. KYLE CLERK NO. 03-15-00416-CV
FILED IN 3rd COURT OF APPEALS IN THE THIRD COURT OF APPEALS AUSTIN, TEXAS AUSTIN, TEXAS 10/16/2015 1:43:12 PM JEFFREY D. KYLE Clerk
OAK MORTGAGE GROUP, INC.; MICHAEL H. NASSERFAR; MICHAEL E. TASK; and TYCORD R. GOSNAY, Appellants, v.
AMERIPRO FUNDING, INC., Appellee.
On Appeal from the 345th District Court of Travis County, Texas Hon. Gisela D. Triana, Presiding
BRIEF OF APPELLEE AMERIPRO FUNDING, INC.
Susan P. Burton State Bar No. 03479350 sburton@gdhm.com Eric G. Behrens State Bar No. 02050700 ebehrens@gdhm.com IDENTITY OF PARTIES AND COUNSEL
Appellants/Plaintiffs/ Attorneys for Appellants/Plaintiffs/ Counter-Defendants Counter-Defendants
Oak Mortgage Group, Inc. Wm. Charles Bundren Michael H. Nasserfar WM. CHARLES BUNDREN & ASSOCIATES Michael E. Task Law Group, PLLC Tycord R. Gosnay 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 (214) 808-3555 (Telephone) (972) 624-5340 (Facsimile) Charles@bundrenlaw.net
Appellee/Defendant/ Attorneys for Appellee/Defendant Counter-Plaintiff Counter-Plaintiff
Ameripro Funding, Inc. Susan P. Burton Eric G. Behrens GRAVES, DOUGHERTY, HEARON & MOODY, P.C. 401 Congress Avenue, Suite 2200 Austin, Texas 78701 (512) 480-5600 (Telephone) (512) 536-9908 (Facsimile) sburton@gdhm.com ebehrens@gdhm.com
ii ABBREVIATIONS AND RECORD CITATIONS
The following abbreviations and notations are used in this Brief:
CR; 1CR; 2CR References to the Clerk’s Record (record, supplement I, and supplement II).
1RR; 2RR; 3RR References to the Reporter’s Record (three volumes – Index, Transcript).
AX; PX; CX References to the exhibits (in Vol. 4 of the Reporter’s Record: Applicant Ameripro’s exhibits, Plaintiffs’ exhibits, Court exhibit).
App. Br. References to Brief of Appellants.
iii TABLE OF CONTENTS
IDENTITY OF PARTIES AND COUNSEL ...............................................................................ii
ABBREVIATIONS AND RECORD CITATIONS ...................................................................iii
TABLE OF CONTENTS .................................................................................................... iv
TABLE OF AUTHORITIES ................................................................................................ ix
STATEMENT OF THE CASE ...........................................................................................xiv
STATEMENT REGARDING ORAL ARGUMENT ............................................................... xv
ISSUES PRESENTED ......................................................................................................xvi
STATEMENT OF FACTS ................................................................................................1
I. Introduction: overview of the conduct which led to the injunction........1
II. Ameripro’s creation of the Lakeway branch office, and the Individual Appellants’ fiduciary roles for Ameripro ........................4
III. The non-solicitation clauses and ownership provisions in the Ameripro contracts ......................................................4
A. Ameripro’s confidential information includes each category outlined in the Temporary Injunction..............................5
B. Brohn, Clark Wilson, and Seaholm were Ameripro customers under the contractual non-solicitation clauses..............5
C. Oak Mortgage’s actual knowledge of the contract provisions ......7
IV. The Individual Appellants admitted that they took Ameripro’s confidential information and provided it to Ameripro’s competitor. They began doing so months before they resigned ............7
iv A. Appellants also downloaded and copied Ameripro’s financial and customer data from its office and computers ...........8
B. The confidential information that Appellants took from Ameripro enabled them to jumpstart a competing office ............12
V. Appellants began soliciting Ameripro’s customers for Oak Mortgage, even before the Individual Appellants had resigned from Ameripro..................................................................13
A. One month before the Individual Appellants resigned as fiduciaries, Oak Mortgage agreed to indemnify them against Ameripro, and told them they could solicit its customers ...........13
B. While they were Ameripro’s fiduciaries, the Individual Appellants began soliciting Ameripro customers for a competitor. Oak Mortgage sent “scripts” for them to use ..........14
VI. In addition to transmitting confidential data to Oak Mortgage before they resigned, the Individual Appellants removed over 20,000 Ameripro files and kept them as agents of Oak Mortgage .......16
VII. The Individual Appellants destroyed Ameripro documents, including its customer files, and destroyed files after the district court issued a TRO compelling their return..............................17
VIII. Appellants’ successful disruption of Ameripro’s business...................19
SUMMARY OF THE ARGUMENT .................................................................................... 20
ARGUMENT ...............................................................................................................22
I. The Temporary Injunction satisfies the requirements of Rule 683 ......22
A. The reasons stated in the Temporary Injunction, which Appellants do not address or even mention in their brief ............22
v B. The reasons stated in the Temporary Injunction go further than is required by Rule 683, as shown by multiple decisions ....23
C. The decisions cited by Appellants do not assist them. One such decision lists the language from this Temporary Injunction as examples that “comply with rule 683” ...................28
II. Appellants’ own admissions establish that Ameripro’s builder clients are “customers” under the non-solicitation clauses...................30
A. Appellants make no attempt to address the testimony (including their own sworn admissions) that customers include borrowers and “builder customers”.................................30
B. The evidence regarding builder customers is consistent with the non-solicitation clause. .................................32
C. Appellants’ argument that the definition of “customers” should be construed against Ameripro conflicts with the contracts, which disclaim that either party is sole drafter............34
III. Injunctive relief was also independently warranted because Appellants were barred from soliciting Ameripro customers for a competitor in breach of fiduciary duties, separate and apart from their breaches of contract and misappropriation .................35
A. Appellants did not merely take the names of builder customers. They took pricing, lender credit data, compilations of builder preferences, and multiple other data from computers .................36
B. Appellants’ solicitation of Ameripro customers and use of confidential information for that purpose, even while the Individual Appellants were still Ameripro’s fiduciaries..............37
C. Even if Appellants supposedly could have publicly obtained some of the data they took from Ameripro computers, they tortiously downloaded Ameripro’s work product........................40
vi IV. Appellants’ argument that they had returned all confidential information of Ameripro prior to the hearing is also false ...................42
A. Appellants did not return all confidential information, they violated the TRO, and they specifically stripped out system metadata from the documents they did provide ...............43
B. Appellants destroyed documents even after a TRO commanded their return....................................................44
C. The fact that a competitor misappropriated confidential information at all also supports issuing the injunction ................45
D. Appellants used Ameripro’s confidential information, but taking such data was also wrongful misappropriation...........46
V. The district court correctly found that Ameripro does not have an adequate legal remedy..............................................................47
A. The district court found Ameripro has a likelihood of success on multiple tort theories for which injunction is the only effective relief, not just breach of contract.................49
B. Even in pure contract cases, findings of inadequate remedy will be upheld where, as here, some evidence supports it ...........50
C. Injunctive relief is consistent with Ameripro’s claim for damages for Appellants’ past conduct .........................51
D. Appellants’ argument, in addition to being baseless, is outside the hearing record and should be disregarded.................53
VI. The Temporary Injunction is not overly broad, and instead is narrowly tailored to protect against imminent irreparable harm ..........54
PRAYER ......................................................................................................................... 59
CERTIFICATE OF COMPLIANCE ...................................................................................... 60
vii CERTIFICATE OF SERVICE.............................................................................................. 60
Temporary Injunction Order........................................................................Tab 1
Highlighted testimony cited in this brief from Volume 2 of the Reporter’s Record (2RR) ........................................Tab 2
Highlighted testimony cited in this brief from Volume 3 of the Reporter’s Record (3RR) ........................................Tab 3
(Exhibits cited in this brief are bookmarked.)
viii TABLE OF AUTHORITIES
CASES PAGE(S)
Amalgamated Acme Affiliates, Inc. v. Minton, 33 S.W.3d 387 (Tex. App. – Austin 2000, no pet.) ......................................27
American Precision Vibrator Co. v. National Air Vibrator Co., 764 S.W.2d 274 (Tex. App. – Houston), appeal stayed, 771 S.W.2d 562 (Tex. App. – Houston 1989) ...............41, 42
Branch Banking & Trust Co. v. TCI Luna Ventures, LLC, 2013 WL 1456651 (Tex. App. – Dallas Apr. 9, 2013, no pet.) ...................53
Butnaru v. Ford Motor Co., 84 S.W.3d 198 (Tex. 2002) ..........................................................................52
Byrd Ranch, Inc. v. Interwest Savings Association, 717 S.W.2d 452 (Tex. App. – Fort Worth 1986, no writ) ...........................28
Cardinal Health Staffing Network, Inc. v. Bowen, 106 S.W.3d 230 (Tex. App. – Houston [1st Dist.] 2003, no pet.) ..........52, 53
Conley v. DSC Commun. Corp., 1999 WL 89955 (Tex. App. – Dallas Feb. 24, 1999, no pet.) .....................26
Cornelison v. Offshore Entertain. Corp., 2002 WL 34231619 (Tex. App. – Corpus Christi Dec. 5, 2002, no pet.) ...........................................................29
Correa v. Houston Surg. Asst. Serv., Inc., 2013 WL 3958499 (Tex. App. – Houston [14th Dist.] July 30, 2013, no pet.) .................................................55
ERI Consult. Engrs., Inc. v. Swinnea, 318 S.W.3d 867 (Tex. 2010) ........................................................................35
Fasken v. Darby, 901 S.W.2d 591 (Tex. App. – El Paso 1995, no pet.) ..................................29
ix Flake v. EGL Eagle Global Logistics, L.P., 2002 WL 31008136 (Tex. App. – Houston [14th Dist.] Sept. 5, 2002, no pet.) .................................................49
Fox v. Tropical Warehouses, Inc., 121 S.W.3d 853 (Tex. App. – Fort Worth 2003, no pet.) ............................25
Frequent Flyer Depot, Inc. v. American Airlines, Inc., 281 S.W.3d 215 (Tex. App. – Fort Worth 2009, pet. denied), cert. denied, 559 U.S. 1036 (2010) ...................................50, 56
Gallagher Headquarters Ranch Dev., Ltd. v. City of San Antonio, 303 S.W.3d 700 (Tex. 2010) ........................................................................34
Garth v. Staktek Corp., 876 S.W.2d 545 (Tex. App. – Austin 1994, writ dism’d w.o.j.) ...........49, 58
General Homes, Inc. v. Wingate Civic Ass’n, 616 S.W.2d 351 (Tex. Civ. App. – Houston [14th Dist.] 1981, no pet.) .............................................................29
Guy Carpenter & Co. v. Provenzale, 334 F.3d 459 (5th Cir. 2003) .........................................................................58
Hartwell’s Office World, Inc. v. Systex Corp., 598 S.W.2d 636 (Tex. Civ. App. – Houston [14th Dist.] 1980, writ ref’d n.r.e.) ................................................50
Hill v. McLane Co., Inc., 2011 WL 56061 (Tex. App. – Austin Jan. 5, 2011, no pet.) 26, 42,48, passim
Hunter Bldgs. & Mfg., LP v. MBI Global, LLC, 436 S.W.3d 9 (Tex. App. – Houston [14th Dist.] 2014, pet. denied) .....35, 37
IAC, ltd. v. Bell Helicopter Textron, Inc., 160 S.W.3d 191 (Tex. App. – Fort Worth 2005, no pet.).................24, 25, 26
x Inex Indus., Inc. v. Alpar Resources, Inc., 717 S.W.2d 685 (Tex. App. – Amarillo 1986, no writ)................................27
In re Longview Energy Co., 464 S.W.3d 353 (Tex. 2015) ........................................................................35
International Brotherhood of Elect. Workers v. Becon Construct. Co., Inc., 104 S.W.3d 239 (Tex. App. – Beaumont 2003, no pet.) .............................29
Intercontinental Terminals Co., LLC v. Vopak North America, Inc., 354 S.W.3d 887 (Tex. App. – Houston [1st Dist.] 2011, no pet.) ...........................................................29, 30
Kotz v. Imperial Cap. Bank, 319 S.W.3d 54 (Tex. App. – San Antonio 2010, no pet.).............................29
Lasser v. Amistco Separation Prods., Inc., 2014 WL 4952501 (Tex. App. – Houston [1st Dist.] Oct. 2, 2014, no pet.) .....................................................46
Lynd v. Bass Pro Outdoor World, Inc., 2014 WL 1010120 (Tex. App. – Dallas 2014, pet. denied)..........................45
Matrix Network, Inc. v. Ginn, 211 S.W.3d 944 (Tex. App. – Dallas 2007, no pet.) ....................................58
Miller Paper Co. v. Roberts Paper Co., 901 S.W.2d 593 (Tex. App. – Amarillo 1995, no pet.) .........................49, 56
Monsanto Co. v. Davis, 25 S.W.3d 773 (Tex. App. – Waco 2000, writ dism’d w.o.j.) .....................29
Moreno v. Baker Tools, Inc., 808 S.W.2d 208 (Tex. App. – Houston [1st Dist.] 1991, no pet.) ...............29
Pinebrook Properties, Ltd. v. Brookhaven Lake Property Owners Ass’n, 77 S.W.3d 487 (Tex. App. – Texarkana 2002, pet. denied) ........................28
xi Reach Group, LLC v. Angelina Group, 173 S.W.3d 834 (Tex. App. – Houston [14th Dist.] 2005, no pet.) ........52, 53
Reliant Hosp. P’ship, LLC v. Cornerstone Healthcare Group Holdings, Inc., 374 S.W.3d 488 (Tex. App. – Dallas 2012, pet. denied) .............................41
Renewdata Corp. v. Strickler, 2006 WL 504998 (Tex. App. – Austin 2006, no pet.)..................................42
Rimkus Consult. Group, Inc. v. Budinger, 2001 WL 619067 (Tex. App. – Houston [14th Dist.] June 7, 2001, no pet.) ............................................57, 58
Rugen v. Interactive Business Systems, Inc., 864 S.W.2d 548 (Tex. App. – Dallas 1993, no pet.) ....................................24
Salas v. Chris Christensen Sys., Inc., 2011 WL 4089999 (Tex. App. – Waco Sept. 14, 2011, no pet.) ...........50, 58
Sharma v. Vinmar Int’l, Ltd., 231 S.W.3d 405 (Tex. App. – Houston [14th Dist.] 2007, no pet.) ..............57
State v. Cook United, Inc., 464 S.W.2d 105 (Tex. 1971) ........................................................................29
Stoner v. Thompson, 553 S.W.2d 150 (Tex. Civ. App. – Houston [1st Dist.] 1977, writ ref’d n.r.e.) ...................................................29
Texas Tech University Health Sciences Center v. Rao, 105 S.W.3d 763 (Tex. App. – Amarillo 2003, pet. dismissed) ....................27
Topheavy Studios, Inc. v. Doe, 2005 WL 1940159 (Tex. App. – Austin Sept. 14, 2005, no pet.) ...............................................................26, 52
Tranter, Inc. v. Liss, 2014 WL 1257278 (Tex. App. – Fort Worth March 27, 2014, no pet.) ............................................................25
xii Universal Health Serv. v. Thompson, 24 S.W.3d 570 (Tex. App. – Austin 2000, no pet.) ..........................33, 34, 51
University Interschol. League v. Torres, 616 S.W.2d 355 (Tex. Civ. App. – San Antonio 1981, no pet.) ..................29
Walling v. Metcalfe, 863 S.W.2d 56 (Tex. 1993) ..........................................................................51
W.R. Grace & Co. v. Henson, 2007 WL 2389547 (Tex. App. – Corpus Christi Aug. 23, 2007, no pet.) ..................................................52, 53
STATUTES AND RULES
12 C.F.R. § 1016, et seq. (Regulation P).................................................................10
Tex. Civ. Prac. & Rem. Code § 134A.002(3) & (6) (Texas Uniform Trade Secrets Act (“TUTSA”)) .......................................36, 37, 47
Tex. R. Civ. P. 683................................................................... 20, 22, 23, 24, passim
xiii STATEMENT OF THE CASE
This is an interlocutory appeal from a Temporary Injunction that the district
court issued in favor of Appellee, Ameripro, on June 16, 2015. CR 223-27.
Ameripro filed an application for injunctive relief and counterclaim against
Appellants on April 1, 2015, for misappropriation, conversion, breach of fiduciary
duty (and aiding and abetting those breaches), breach of contract (and tortious
interference with contract), and conspiracy. CR 44-68. The district court granted
a Temporary Restraining Order against Appellants on May 11, 2015. CR 95-98.
The district court conducted a two-day evidentiary hearing on Ameripro’s
application for temporary injunction on May 26-27, 2015. At the conclusion of
the hearing, the district court orally granted Ameripro’s application and dictated
the parameters of the injunction. 3RR 208-14. The parties submitted forms of
order. CR 160-81; CR 182-202; CR 207-22. The court entered a Temporary
Injunction Order in favor of Ameripro on June 16, 2015, and entered a separate
order denying Appellants’ application for a temporary restraining order. CR 223-
27; CR 228-29.
xiv STATEMENT REGARDING ORAL ARGUMENT (ORAL ARGUMENT NOT NECESSARY)
Appellee believes that the record clearly shows that the district court did not
abuse its discretion in entering the temporary injunction at issue, and that oral
argument is not necessary. The district court heard two days of evidence and had
full briefing, and as cited below, ample evidence supports its issuance of the
injunction. If the Court of Appeals grants oral argument, Appellee does not waive
argument, but will appear and argue for affirmance.
xv ISSUES PRESENTED
1. Does the Temporary Injunction’s list of reasons why there is imminent and irreparable injury — including Appellants’ attempts “to permanently destroy Ameripro documents,” their misappropriation of “confidential and proprietary information” from “Ameripro’s computer network and premises,” their commission of breach of contract and multiple torts, and the multiple findings of inadequacy and difficulty of quantifying damages — satisfy Rule 683 requirements, and does the evidence support those findings?
2. Did the district court correctly determine that builders are “customers” of Ameripro under the contracts with Ameripro, in light of the evidence of Appellants’ admissions, Ameripro’s testimony, and the text of the contracts, and does evidence of Appellants’ breach of fiduciary duty serve as an independent basis for the injunction?
3. Are the Temporary Injunction’s findings that Appellants misappropriated confidential information “stored on Ameripro’s computer network,” including “customer and referral lists and contact information,” “pricing information,” compilations of “builder preferences,” “general ledgers,” and other customer and financial data, supported by the evidence?
4. Did the district court properly issue a Temporary Injunction despite Appellants’ claim that they returned the confidential records prior to the hearing, in light of the evidence that they stripped out metadata from the copies of documents they returned, destroyed Ameripro client files after the TRO had issued, and their admissions that they still retained Ameripro records?
5. Is there evidence to support the Temporary Injunction’s findings that Ameripro “does not have a legal remedy that is adequate,” that the full extent of its injury would “be very difficult to ascertain or quantify,” that an award of damages “would not fully or adequately compensate Ameripro,” and its related findings?
6. Did the district court abuse its discretion in tailoring the terms of the injunction to track the threat of imminent and irreparable injury to Ameripro?
xvi STATEMENT OF FACTS
I. Introduction: overview of the conduct which led to the injunction.
Appellee Ameripro Funding, Inc. (“Ameripro”) is an Austin-based
residential mortgage lender. 2RR 41-42, 44. By the nature of its lending business,
Ameripro receives borrower loan applications, social security numbers, credit
reports, and other confidential consumer information, the privacy of which is
statutorily protected. 2RR 86, 143-45, 160-61, 169-72; 3RR 30, 39.
Appellants Michael H. Nasserfar, Michael E. Task, and Tycord R. Gosnay
(the “Individual Appellants”) are former agents and employees who worked at
Ameripro’s branch office in Lakeway, Texas. 2RR 45. Each of the Individual
Appellants owed formal fiduciary duties to Ameripro during his employment with
the company, including a duty of loyalty. 2RR 182-83, 194; 3RR 38-39, 58.
On January 15-16, 2015, the Individual Appellants resigned from Ameripro
without prior notice. 2RR 52-54, 154; AX 2-4. The following Monday, they
opened a new branch office for Ameripro’s competitor, Appellant Oak Mortgage,
in the same office complex. 2RR 60-61, 154; 3RR 31-32.
Ameripro subsequently discovered that the Individual Appellants had been
secretly transmitting copies of its confidential records to Oak Mortgage, beginning
over two months before they resigned (during a time when they were still
fiduciaries for Ameripro). E.g., 3RR 44-46 & AX 27. Oak Mortgage actively
1 solicited that information from the Individual Appellants, and scanned and
downloaded copies of Ameripro reports onto Oak Mortgage’s own computer
network. 3RR 44-46, 127-28; 2RR 88-94; AX 27; AX 70 at 890-93.1
The Individual Appellants also secretly downloaded and printed Ameripro’s
confidential customer and financial records, and personnel files of other Ameripro
employees, without Ameripro’s (or the customers’ or other employees’)
knowledge or authorization. 2RR 154-60, 170-75, 178, 184; 3RR 45-46, 127-28.2
The Individual Appellants admitted that the Ameripro records were confidential,
that they gave copies of those confidential records to Ameripro’s competitor, Oak
Mortgage, and that they continued to keep copies of all those records once they
1 See, e.g., 3RR 45-46 (“Q. Exhibit 27 is an example of AmeriPro’s competitor asking you for confidential information without AmeriPro’s knowledge, correct? A. Correct. They asked for information in that e-mail. … Q. You did give him a copy of a profitability report, didn’t you? A. I don’t remember the exact title of the report, but I gave him the report,” adding that at a November 17, 2014 meeting “I did give him the report.”); 3RR 46 (Nasserfar provided the report “in direct response to Oak Mortgage asking you for the profit and loss statement of AmeriPro”); 3RR 39-41 (“Question, Line 9: ‘And earlier we talked about this, and you testified that a general ledger would be confidential; is that correct?’ Answer: ‘A general ledger would be confidential information.’ … Question: ‘So your testimony is that either you or Mr. Task provided Exhibit 12 [AX 28], which is the general ledger by branch to Oak Mortgage?’ Answer: ‘Correct.’”). 2 See, e.g., 2RR 156-57 (“Q. You didn’t ask anyone’s permission at AmeriPro to take this information home with you, did you? A. I did not. … Q. The day before – the day before you resigned from AmeriPro, you filled a bankers box with these monthly general ledgers and several other Ameripro financial records to take with you, correct? A. I made copies. … Q. And you had copies of personnel records of other employees of AmeriPro at your house even after you resigned from the company, correct? A. I had copies, correct.”); 2RR 174-75 (downloaded Ameripro’s confidential financial records “off of AmeriPro’s computer network that you had to access through a password”); 2RR 184 (“Q. You never once asked any of the consumers, whose information you took home with you, you didn’t ask any of them for permission to take their financial nonpublic data home with you, did you? A. I did not.”).
2 became officers and agents of Oak Mortgage. 2RR 163-71, 174-75, 177-78, 183-
84; 3RR 39-41; see also 2RR 80-81.3 At the hearing, Appellants’ counsel told the
district court that Appellants “returned over 20,000 – I think it’s over 20,000
electronic files” to Ameripro on April 27, 2015 alone. 2RR 22.
In addition to taking customer data from Ameripro’s computers, the
Individual Appellants also began secretly soliciting customers on behalf of Oak
Mortgage, despite their fiduciary relationships and non-solicitation agreements
with Ameripro. One month before they resigned, Oak Mortgage instructed them
that they could “solicit to your book of business and your builder/realtor
relationships” and “solicit to your past customer database.” 2RR 191-93; AX 56.
They proceeded to do so. In December 2014, for example, Nasserfar reported to
Oak Mortgage that he was driving almost 200 miles to contact all Ameripro
builder customers — even though he was still serving as a Branch Manager and
fiduciary for Ameripro at that same time. 3RR 58; AX 63.4
3 See, e.g., 3RR 127-28 (“Q. You gave copies of that bankers box full of financial information from AmeriPro to Mr. Gosnay to scan at Oak Mortgage’s offices, correct? A. We scanned them, correct.”); 2RR 155-56 (“Question: ‘And you knew you still had those AmeriPro financial records, those confidential records, ever since you’ve resigned, correct? It’s not something you just forgot you had?’ Answer: ‘No, I had not forgotten.’”). 4 3RR 58 (“Q. And you told Oak Mortgage, the competitor of the company you were working for, that you had driven almost 200 miles and were dropping in on all builder contacts, correct? A. Correct. Q. You were still under a duty of loyalty to AmeriPro at that time, correct? A. Yes, sir.”).
3 II. Ameripro’s creation of the Lakeway branch office, and the Individual Appellants’ fiduciary roles for Ameripro.
Ameripro was founded as a residential mortgage lending company in 2003,
headquartered in Austin. 2RR 41-42.
At the request of Michael Nasserfar, Ameripro created a branch office in
Lakeway, Texas, in 2014. 2RR 46-47. Ameripro promoted Nasserfar to be its
Branch Manager at that location. 2RR 47. Michael Task served as Sales
Manager, and Tycord Gosnay served as a Loan Officer and agent, at the same
location. 2RR 45. The Individual Appellants were Ameripro’s only three
employees at its Lakeway office. 2RR 45.
III. The non-solicitation clauses and ownership provisions in the Ameripro contracts.
As a condition to their employment, and before they could receive access to
any of Ameripro’s confidential information, the Individual Appellants were
required to sign employment and confidentiality agreements with Ameripro. 2RR
63, 77. The Individual Appellants contractually agreed:
(a) that Ameripro is the exclusive owner of all information they created
or to which they were given access during their employment,
(b) that they would protect the confidentiality of all such information,
and would not use or disclose it except to perform their duties, and
(c) that upon their termination, they would return all such information to
4 Ameripro, and would not retain any portions for any purpose.
AX 7-11, 13-19, 21-24.
A. Ameripro’s confidential information includes each category outlined in the Temporary Injunction.
After the Individual Appellants signed their employment contracts,
Ameripro gave them access to confidential information, including the records
listed in the Temporary Injunction. 2RR 66-67, 70-71, 80-82, 88-94, 142-43, 183-
84. That information would give others a competitive advantage if used or
disclosed, and Ameripro had multiple security systems in place to protect its
secrecy, including consumer data. 2RR 66-68, 70-71, 81-82, 89-91, 99, 143.
Ameripro never gave them permission to take or disclose any of its
information, let alone to a competitor. 2RR 81-82, 88-89, 92-94.
B. Brohn, Clark Wilson, and Seaholm were Ameripro’s customers under the contractual non-solicitation clauses.
Although Appellants argue that “customers” under the Ameripro contracts
does not include builders, Nasserfar admitted that part of his job at Ameripro was
to build goodwill with Ameripro’s “builder customers,” and stated that Ameripro
was the “exclusive lender” for Brohn and Clark Wilson. 3RR 50-53; AX 67.
Likewise, Task understood that Ameripro’s “customers” as used in the contracts
he signed included its builders and other referral sources, whom he was
contractually barred from soliciting, and admitted that Ameripro’s “clients”
5 included builders. 2RR 185-86; AX 55. Nasserfar admitted that he developed a
“builder centric model” for Ameripro. 3RR 48-50; AX 75.
Builders Brohn Homes, Clark Wilson Builders, and Seaholm Residences, in
particular, were customers of Ameripro. 2RR 50, 69-70, 100-02; 3RR 51-52, 67-
68.5 Nasserfar and Task did not have a customer relationship with them until after
they were employed at Ameripro. 2RR 100-02, 201; 3RR 67-68, 177-78. Prior to
when Nasserfar and Task resigned from Ameripro, neither did Oak Mortgage.
2RR 52.
Nasserfar and Task contractually agreed that for one year following their
termination, they would not solicit similar business from “any customer” who was
doing business with Ameripro as of his termination, or “otherwise knowingly
interfere with the business of the Company.” AX 11, AX 17.
Each of the Individual Appellants also contractually agreed that “all leads
and loans in process are Company’s property,” they would not take any action to
divert loan business “to a competitor or away from Company,” and they would
provide Ameripro a “written account of any and all open leads, business prospects,
and/or loans in process as of the date” of his termination. AX 11; AX 17-18.
5 E.g., 2RR 100-102 (Brohn became a “customer of Ameripro,” and identifying Seaholm as a customer); 3RR 51-52 (Nasserfar admits Ameripro was the lender for Clark Wilson and Brohn Homes); 2RR 50 (Ameripro’s business relationship with “builders or other corporate customers”).
6 C. Oak Mortgage’s actual knowledge of the contract provisions.
At least as early as December 10, 2014 (more than one month before the
Individual Appellants resigned from Ameripro), they gave Oak Mortgage copies
of their employment agreements with Ameripro, which Oak Mortgage reviewed.
AX 56. Oak Mortgage consequently had actual knowledge of the confidentiality,
exclusive ownership, and non-solicitation provisions in the Ameripro contracts.
IV. The Individual Appellants admitted that they took Ameripro’s confidential information and provided it to Ameripro’s competitor. They began doing so months before they resigned.
Oak Mortgage is a direct competitor of Ameripro. 2RR 60. Prior to 2015, it
did not have an office in the Austin area. 3RR 32-33; 2RR 60. In September
2014, Nasserfar began negotiating with Oak Mortgage about becoming its branch
manager at the same location where he managed Ameripro’s branch. 3RR 43.
More than two months before the three Ameripro fiduciaries resigned,
Nasserfar began funneling copies of Ameripro’s confidential information to Oak
Mortgage. On November 12, 2014, for example, Oak Mortgage’s Senior Vice
President e-mailed Nasserfar that Oak Mortgage “will need some more
information from you,” including Ameripro’s product mix and detailed
breakdowns, “compensation” of other Ameripro employees, copies of Ameripro’s
2013 and 2014 profit and loss statements (so Oak Mortgage would know the
“monthly expenses”), and Ameripro “Pricing” on deals so Oak Mortgage could
7 “compare it to our pricing.” AX 27; 3RR 44-45.
Nasserfar admitted that “AmeriPro’s competitor [was] asking you for
confidential information without AmeriPro’s knowledge,” and that he provided it
to Oak Mortgage. 3RR 45-46; AX 70 at 890-93. At least one month before they
resigned as fiduciaries, the Individual Appellants also transmitted an electronic
copy of Ameripro’s Loan Profitability Report to Oak Mortgage, listing Ameripro’s
revenues and margins for every loan at its Lakeway branch, together with
consumer names and account numbers. Oak Mortgage then analyzed the report
for several hours on December 17, 2014. AX 49-50; 2RR 230-32.
A. Appellants also downloaded and copied Ameripro’s financial and customer data from its office and computers.
In the month before they resigned, the Individual Appellants also removed
electronic and paper copies of virtually every category of confidential financial
and customer information from Ameripro’s Lakeway office. Testimony at the
hearing established:
i) The day before they resigned, Task filled a bankers box full of Ameripro
financial records for the past year. He and Gosnay scanned them at Oak
Mortgage’s offices. 2RR 156-57; 3RR 127-28.6 Task admitted his
6 2RR 156-57 (Task “filled a bankers box with these monthly general ledgers and several other Ameripro financial records to take with you.”); 3RR 127-28 (“Q. You have copies of that
8 contracts barred him from taking the records, but he took them anyway,
without Ameripro’s knowledge. 2RR 158-59, 166-67, 174.
ii) Nasserfar likewise downloaded Ameripro confidential documents onto a
USB device, and kept it when he became Oak Mortgage’s Vice
President. 2RR 178.
iii) Appellants also downloaded confidential profit and loss reports from
Ameripro’s computer network. 2RR 177-78.7
iv) Appellants took electronic and hard copies of Ameripro’s monthly
general ledgers for 2014, admitted that the ledgers were Ameripro’s
confidential information, and admitted that they gave the ledgers to Oak
Mortgage. 2RR 156-57, 164-65; 3RR 42.8 Oak Mortgage even
produced copies in discovery. AX 28; PX 6.
v) Task and Nasserfar “intentionally” took lists of Ameripro borrowers
(including their social security numbers) when they resigned from
bankers box full of financial information from AmeriPro to Mr. Gosnay to scan at Oak Mortgage’s offices, correct? A. We scanned them, correct.”). 7 2RR 177-78 (“Q. The day before you resigned from AmeriPro, you also took copies of its profit and loss reports off the computer system, correct? A. Correct,” but he is not sure of date). 8 2RR 156-57 (they took Ameripro’s “monthly general ledgers”); 3RR 42 (“Q. And you answered ‘correct’ when she asked you if you or Mr. Task gave it [AX 28] to Oak Mortgage, correct? A. Correct.”); 2RR 164-65 (“Q. And then the question: ‘This is information you obtained electronically on AmeriPro’s computer network, correct?’ Answer: ‘Correct.’ … Question: ‘And you understood then that it was AmeriPro’s confidential information that you have in these general[] ledgers, correct?’ Answer: “I would agree.’”).
9 Ameripro. Task admitted that they obtained those records from
Ameripro’s secure network, and that federal regulations barred them
from doing so. 2RR 160-61, 167-72; 12 C.F.R. § 1016, et seq.9 They
also failed to obtain permission from any of the borrowers before
removing their private financial information from Ameripro. 2RR 184.10
vi) Appellants downloaded still other borrower information onto a thumb
drive, including nonpublic lists of loans that had not closed yet, and
admitted that federal regulation barred that conduct. 2RR 170-71.11
Nasserfar sent a similar “pipeline” report of unclosed Ameripro loans to
9 2RR 160-61 (“Q. Now, both you and Mr. Nasserfar intentionally took list of AmeriPro borrowers including their loan numbers and other financial information with you when you resigned from AmeriPro, correct? A. Correct.”); 2RR 168-69 (“Q. You understood that the social security number of a borrower of AmeriPro is confidential information, didn’t you? A. I understand that. Q. And you understand that federal regulations prohibits you from taking that information, don’t you? A. I do now, yes, sir.”); 2RR 171-72 (“Q. All of the information you took when you resigned relating to AmeriPro borrowers was information you obtained off of AmeriPro’s computer system, correct? A. Correct. Q. You didn’t obtain any of that information from public sources, did you? A. No. … Q. Under Regulation P, you derived that information from something a borrower submitted to the lender. You’re not allowed to take that. It’s protected too. Do you understand that? A. I do now. … Q. You took it all off of AmeriPro’s protected website and computer network, correct? A. From their network.”). 10 2RR 184 (“Q. You never once asked any of the consumers, whose information you took home with you, you didn’t ask any of them for permission to take their financial nonpublic data home with you, did you? A. I did not.”). 11 2RR 170-71 (“Q. And the day before you resigned from AmeriPro, you also, in addition to this bankers box, downloaded on a thumb drive information about a AmeriPro borrowers and loans that hadn’t even closed yet, correct? A. Correct. … Q. And you understand that under Regulation P that’s nonpublic private financial information of those borrowers that you had in your possession, correct? A. I had it in my possession. Q. And you took it home too, correct? A. Correct.”). As quoted above, they scanned the entire box of records at Oak Mortgage.
10 Oak Mortgage, also in violation of federal regulations. 2RR 85-86.
vii) Appellants took Ameripro’s Funded Loan Report for 2014, which
included the names of each consumer whose loan was processed through
Ameripro’s Lakeway branch, their account numbers, and the fees they
paid, in violation of federal regulations. 2RR 92-93.12 Oak Mortgage
produced a copy in discovery. AX 30; PX 7; 2RR 92.
viii) The Individual Appellants printed and gave Oak Mortgage a copy of
Ameripro’s Statement of Income reports for 2014. Oak Mortgage
produced copies in discovery. AX 29; AX 33-34; PX 5; 2RR 91-92.
ix) Task took copies of Ameripro’s internal pro forma reports, outlining
Ameripro’s future plans for the Lakeway office. 2RR 183-84.
x) On January 13, 2015 (the day before he resigned, and while still a
fiduciary), Gosnay downloaded and e-mailed to his personal gmail
account a copy of Ameripro’s computer compilation of contact
information and loan preferences for three Ameripro builder customers,
including Brohn Homes and Clark Wilson Builders, their fees and tax
rates (broken down by community), working capital, and closing
12 2RR 92-93 (“Q. So is it your understanding these [AX 28-30] were produced in discovery by Oak Mortgage? A. Yes. Q. Okay. Any reason – any legitimate reason why Oak Mortgage should have these exhibits like Exhibit 30? A. No.” It included borrower names, “all the
11 preferences, requirements, and nonpublic lender credit arrangements
Ameripro made with those customers. He also downloaded and sent to
his personal e-mail Ameripro rate information, and Ameripro templates
and forms. AX 35-36, 38; 2RR 93-94, 96-98.
Appellants knew they did not have Ameripro’s consent to take its
information, and knew that their contracts prohibited it. 2RR 158-59, 170-71.13
In their haste in downloading and using Ameripro’s documents, Appellants
even forgot to remove Ameripro’s address from the templates they took.
Appellants began using exactly the same forms at their new business, with Oak
Mortgage’s logo, but with Ameripro’s address still affixed. 2RR 96-98; compare
AX 36 (the attachment Gosnay e-mailed to his gmail account) with AX 37.
B. The confidential information that Appellants took from Ameripro enabled them to jumpstart a competing office.
Access to Ameripro’s records and data would give a competitor “a head
start in starting a new location” in an accelerated time frame. 2RR 81, 90, 99. For
example, it took 10-12 months of time and expense to launch Ameripro’s Lakeway
revenue associated to the specific loan,” expenses specifically related to it, and “total loan/income,” and that “None of that is publicly available.”). 13 2RR 158 (“Q. You chose not to comply with your contract provisions with AmeriPro and took its financial information and borrower list to your house instead, correct? A. I made copies.”); 2RR 170-71 (“Q. You knew that you were taking AmeriPro information home with you for a purpose other than what AmeriPro had given you consent for, correct? A. Correct.”).
12 office. 2RR 47-48. In contrast, after misappropriating substantially all of that
data, Appellants were able to open a new branch in the same complex within one
business day after the Individual Appellants resigned. 3RR 31-32; 2RR 154.
Similarly, Ameripro developed its proprietary forms over the course of
twelve years. 2RR 98-99. By simply downloading all of that information en
masse, Appellants were able to use the product of Ameripro’s forms, templates,
and customer compilations the same month they opened their branch. AX 35-38.
By transmitting the details of Ameripro’s builder preferences, lender credits
for loans, product mix, pricing, rates, fees, margins, and other internal records to a
competitor (e.g. AX 27-38), Appellants consequently had the benefit of that data
when they solicited Ameripro’s customers at their jumpstarted branch. The
builder customer data, in particular, would aid a competitor in soliciting Ameripro
customers because it would show the type and amount of business obtained
through each builder. 2RR 70-71.
V. Appellants began soliciting Ameripro’s customers for Oak Mortgage, even before the Individual Appellants had resigned from Ameripro.
A. One month before the Individual Appellants resigned as fiduciaries, Oak Mortgage agreed to indemnify them against Ameripro, and told them they could solicit its customers.
On December 10, 2014 (over one month before the Individual Appellants
resigned from their fiduciary roles at Ameripro), Oak Mortgage wrote Nasserfar
13 and Task that it had reviewed their employment agreements, and that they could
“solicit to your book of business,” solicit their “past customer database,” and
solicit from the “builder/realtor relationships.” 2RR 191-93; AX 56.
The next day, December 11, 2014, Oak Mortgage agreed to indemnify them
in litigation with Ameripro. 2RR 193; AX 53; AX 81.14 They nevertheless
continued to serve as fiduciaries at Ameripro for a full month. 2RR 182-83, 194.15
B. While they were Ameripro’s fiduciaries, the Individual Appellants began soliciting Ameripro customers for a competitor. Oak Mortgage sent “scripts” for them to use.
One week after Oak Mortgage told Ameripro’s employees they could solicit
its “customers,” Nasserfar e-mailed Task a list of major Ameripro builder
customers, including principal employees. AX 59. A few days later, Nasserfar e-
mailed Oak Mortgage and reported he was “dropping in on all builder contacts,”
driving almost 200 miles to do so. AX 63. Nasserfar admitted he reported his
progress to “the competitor of the company you were working for,” at a time when
14 AX 53 and AX 81 are Oak Mortgage’s Offer Package to Nasserfar and Task, and state: “Per the phone conversation held on December 11, 2014,” Oak Mortgage Group “agrees to provide Michael with legal support and protection (‘Legal Support and Protection’) in the event a law suit is filed against Michael by Michael’s previous employer, AmeriPro Funding, Inc. … by covering the cost of Michael’s legal fees associated with defending the law suit filed by Ameripro.” 15 2RR 182-83 (“Q. After the December 11 conversation, you continued working as a fiduciary for AmeriPro for another month, correct? A. I did continue to work for AmeriPro for another month, yes. … Q. And not only were you a fiduciary for AmeriPro, you were also the co- manager at the Lakeway branch for that full month, correct? A. Correct.”).
14 Nasserfar admitted he still owed a duty of loyalty to Ameripro itself. 3RR 58.16
On January 8, 2015, while Nasserfar was still a fiduciary to Ameripro, Oak
Mortgage also sent him “scripts” to use for “All previous clients & database,”
“Borrowers in Pipeline,” “Realtors in Pipeline,” and “All other Realtors.” AX 78.
Nasserfar also contacted principals and employees of Ameripro’s existing
customers about his plan to open a competing office with Oak Mortgage – at the
same time Nasserfar was paid by Ameripro to help build goodwill with those same
builder customers. 3RR 53, 58-59, CX 1 at 15-16. Despite the non-solicitation
provisions in his contracts with Ameripro, Nasserfar prepared a “To Dos” list on
January 5, 2015, which included drafting a “new intro email to be sent to clients
(both new and old),” and continued to notify Ameripro customers (but not
Ameripro itself) about his plans. AX 58, 80; 3RR 55-57, 60-61.17 As noted
above, Gosnay downloaded customer compilations and forms and e-mailed them
to his personal account. AX 35-36, 38.
Although the Individual Appellants contractually agreed that Ameripro
16 3RR 58 (“Q. And you told Oak Mortgage, the competitor of the company you were working for, that you had driven almost 200 miles and were dropping in on all builder contacts, correct? A. Correct. Q. You were still under a duty of loyalty to AmeriPro at that time, correct? A. Yes, sir.”). Nasserfar sent that update in response to Oak Mortgage’s e-mail about celebrating their “next chapter” and “all the work put in to serve all those clients, referral partners!” AX 63. 17 At 3RR 60-61, Nasserfar was impeached with his prior testimony, in which he admitted that a text from one such customer went to him personally. Nasserfar then testified that he never saw
15 owned “all leads” (AX 11; AX 17-18), they also met with business prospects
while they fiduciaries of Ameripro (but to benefit Oak Mortgage, not Ameripro),
and scheduled future meetings to occur on dates when they would be working at
Oak Mortgage. AX 60-62, 2RR 203-05.
Despite the non-solicitation clause in Nasserfar’s and Task’s contracts, Oak
Mortgage also e-mailed them instructions on how to evade detection of such
violations. For example, Oak Mortgage e-mailed Nasserfar and Task on January
8, 2015: “Just have Ty [Gosnay] resign PRIOR to the Michaels. As long as he
resigns before we are ok. … Wait 1 month before you go after the other person.”
AX 57; 2RR 196-97.18
VI. In addition to transmitting confidential data to Oak Mortgage before they resigned, the Individual Appellants removed over 20,000 Ameripro customer and financial files and kept them as agents of Oak Mortgage.
On January 19, 2015, Nasserfar became the Vice President for Oak
Mortgage, Task became Oak’s Mortgage’s Austin Area Sales Manager, and
Gosnay became its Mortgage Banker in Austin. As of that date, they were Oak
Mortgage’s entire sales force in Austin. AX 67; AX 69; AX 81.
it. On the face of AX 58, however, Nasserfar not only received the text but also responded to it, and the context makes clear he had previously advised the customer about his competing office. 18 2RR 196-97 (Task impeached: “Q. Question: ‘Is there any business reason that you can think of about waiting one month before you go after the other person, other than to make it appear that it’s not a solicitation?’ Answer: ‘You’d have to ask him. No.’”).
16 Once they formally became officers and agents of Oak Mortgage, they
continued to keep possession of all of the confidential and customer data they had
taken from Ameripro’s computer network and offices. 2RR 54, 75-78, 159, 178.
Counsel for Appellants told the district court that “on April the 27th [2015]
we returned over 20,000 – I think it’s over 20,000 electronic files to them.” 2RR
22 (emphasis added). Those 20,000+ Ameripro files were “returned” only after
Ameripro filed applications for injunction to get back its internal files. CR 44-68.
Task returned the bankers box of records even later, on May 5, 2015 (six
days before the initial injunction hearing). PX 34; CR 95-98. After the district
court issued a TRO on May 11, 2015, Appellants produced still more Ameripro
records they had stored on ten different thumb drives, laptops, and external storage
devices, but stripped out the system metadata. AX 48; 2RR 226-27. Appellants
had the use of those thousands of Ameripro records during the intervening months.
VII. The Individual Appellants destroyed Ameripro documents, including its customer files, and destroyed files after the district court issued a TRO compelling their return.
Appellants discussed the prospect of litigation with Ameripro at least as
early as December 11, 2014, when Oak Mortgage agreed to indemnify them. AX
53; AX 81. Task nevertheless manually deleted all of his text messages through
January 20, 2015, after he left the company, including all of the texts he
17 exchanged with Ameripro customers and the other Appellants. 2RR 182-83.19
On January 15, 2015 (the day before he resigned), Task also inserted a USB
device in the laptop Ameripro had issued to him for work, to download the
documents stored on it, and then deleted 911 “ameriprofunding-clients” files from
the laptop before giving it back to Ameripro. 2RR 217-21; AX 3 (laptop return);
AX 43 (expert analysis). Task had previously moved those files to the local drive
of the laptop, so that information would not be backed up on Ameripro’s network,
would not be accessible to its IT personnel, and documents transmitted to Oak
Mortgage could not be detected. 2RR 174, 219.20
Appellants also destroyed documents subject to the TRO. The TRO issued
on May 12, 2015. CR 95-98. Two days later, Appellants deleted 140 folders from
a USB hard drive labeled “Nasserfar External Drive.” 2RR 233-36; AX 46. The
pathnames for the deleted folders show they were part of what the TRO
commanded to be returned to Ameripro, including: “AMB Loan Funded Report
Jan-Aug” files, “AMB Profit & Loss Jan-Aug” files, “APF Accounting System
19 2RR 182-83 (Task knew of prospective litigation with AmeriPro on December 11, 2014, and admitted: “Q. And after that, you deleted every text message that existed before then, all the way through January 20, after you left the company, correct? A. Yes.”). 20 2RR 174 (“Q. – Ameripro wouldn’t be able to tell if you sent it, for instance, to Oak Mortgage, would it? A. They would not have been able to, I guess. Q. So by having it on the local drive of your computer, you were able to send it any where you want without being detected, correct? A. If I chose to, I believe.”).
18 Loan Details '14,” “Monthly Pipeline Details,” and “Loan_files” and “Loan
Details” for several months. AX 46.
VIII. Appellants’ successful disruption of Ameripro’s business.
When the Individual Appellants left Ameripro, they still had loans in the
process of being closed. CX 1 at 18. Despite the clause in their contracts
regarding being “available to help with and participate in the closing process when
requested” (AX 11, AX 17-18), the Individual Appellants did not return telephone
calls or cooperate on the transition of the pending loans. 2RR 53, 55; 3RR 56.
The Individual Appellants’ contracts also required them to provide a
“written account” of all open leads, business prospects, and loans in process as of
their termination. AX 11, AX 17-18. Those provisions were designed to “make a
smooth transition for the current customers in the company’s pipeline.” 2RR 78-
79. They did not provide those lists, however, and did not inform Ameripro of
their conversations with borrowers. 2RR 55-56, 79-80. One major builder
described the impact that the breach had on Ameripro’s goodwill, including that
“there’s been a much higher level of complaint” for the loans Nasserfar handled
and left, some of the loans did not close, and in the resulting confusion Ameripro
was rated “very low” on borrower surveys relating to those loans. CX 1 at 19-21.
In sum, Appellants took the entirety of Ameripro’s confidential financial
and customer data for the Lakeway branch, and used Ameripro’s confidential
19 information to compete for the very customers they had contractually agreed not to
solicit. Ameripro’s pipeline of business at the Lakeway office fell off
dramatically, and its Lakeway branch closed down. 2RR 45-46.
SUMMARY OF THE ARGUMENT
The district court did not abuse its discretion in entering the Temporary
Injunction. This is a case of blatant misappropriation of Ameripro’s confidential
information and solicitation of its customers for a competitor, which began at the
behest of Oak Mortgage while the Individual Appellants were still fiduciaries of
Ameripro. The evidence amply supports that each of the Appellants conspired and
participated in those violations of common law, statute, and contract.
Appellants’ argument that the Temporary Injunction does not provide “any
explanation or description” to satisfy Rule 683 is without merit. Nowhere in
Appellants’ brief do they mention the Temporary Injunction findings that they
attempted to “permanently destroy Ameripro documents and files,” removed
“confidential and proprietary information belonging to Ameripro,” took builder
customer and other confidential data from “Ameripro’s computer network and
premises,” or the multiple specific findings regarding imminent irreparable harm.
Case law shows that the district court’s reasons satisfy Rule 683.
Appellants’ own testimony confirms that the three builders listed in the
20 Temporary Injunction are “customers” of Ameripro, including under the non-
solicitation provision of the contracts. That evidence is consistent with the
contract language as well.
Appellants did not merely take names of builders from Ameripro.
Appellants misappropriated Ameripro’s confidential compilations of multiple
categories of pricing, customer, and financial data (including those listed in the
Temporary Injunction, none of which Appellants mention or address in their
brief). They downloaded that data from Ameripro’s computers. Independent of
the non-use, non-disclosure, and non-solicitation provisions of the contracts, their
conduct was an egregious breach of fiduciary duty, in which Oak Mortgage
knowingly participated, and independently supported issuance of an injunction.
The record establishes that Appellants had not returned all of Ameripro’s
confidential information as of the hearing. Instead, Appellants destroyed
documents after the TRO issued, stripped out metadata from copies they
“returned,” and still retained documents. Even for the documents they did return,
their wrongful retention and use of thousands of that information in a competing
business for several months separately supports issuance of the injunction.
The evidence supports the district court’s multiple findings that Ameripro
does “not have a legal remedy that is adequate,” that damages “would not fully or
adequately compensate Ameripro” and would be “very difficult to ascertain or
21 quantify,” and related findings about the inadequacy of any remedy at law.
Appellants do not mention or address those findings anywhere in their brief, or
any of the evidence relating to them.
The district court narrowly tailored the Temporary Injunction, and its
exercise of discretion in fashioning the injunctive relief is tied to the imminent
irreparable harm as shown by the evidence.
ARGUMENT
I. The Temporary Injunction satisfies the requirements of Rule 683.
Appellants argue that the Temporary Injunction states mere conclusions and
does not provide “any explanation or description” why an injunction is needed to
prevent irreparable injury to Ameripro. [App. Br. 25.] Based on that false
premise, they argue that the Temporary Injunction does not comply with Rule 683.
A. The reasons for issuance stated in the Temporary Injunction, which Appellants do not address or even mention in their brief.
Appellants’ argument is false on its face. The Temporary Injunction states
that Appellants “attempted to permanently destroy Ameripro documents,” that
they “have taken from Ameripro’s computer network and premises confidential
and proprietary information belonging to Ameripro,” and it itemizes several
categories of confidential customer and financial files that Appellants wrongfully
took from “Ameripro’s computer network and premises,” including “customer and
22 referral lists,” “builder preferences,” and multiple categories of internal financial
data ranging from Ameripro’s “general ledgers” to its “pricing information.” CR
223-24. The Temporary Injunction expressly adds:
“The Court further finds, based upon the evidence, that Ameripro has met its burden to establish that it will suffer a probable, imminent, and irreparable injury until trial on the merits, absent entry of a temporary injunction, in that Ameripro has shown that the full extent of injury to Ameripro if this Order did not issue would be very difficult to ascertain or quantify, a future award of damages would not fully or adequately compensate Ameripro, Ameripro does not have a legal remedy that is adequate in lieu of injunctive relief, and even to the extent that a legal remedy might be available, its redress will be limited and inadequate. The Court further finds that the balancing of the equities as between Ameripro and Counter-Defendants … favors the issuance of this temporary injunction, and that this temporary injunction is necessary to preserve the status quo between the parties pending trial on the merits.”
CR 224 (emphasis added).
None of the foregoing detailed reasons — stated directly in the Temporary
Injunction — are mentioned anywhere in Appellants’ brief. Appellants simply
ignore them. Their argument that the Temporary Injunction does not give “any
explanation or description” of its reasons is without merit.
B. The reasons stated in the Temporary Injunction go further than is required by Rule 683, as shown by multiple decisions.
As a matter of law, the reasons set out in the Temporary Injunction satisfy
Rule 683 requirements, as illustrated by multiple decisions (including those cited
by Appellants).
23 In IAC, ltd. v. Bell Helicopter Textron, Inc., 160 S.W.3d 191 (Tex. App. –
Fort Worth 2005, no pet.), the court rejected a similar challenge under Rule 683.
In affirming a temporary injunction, the IAC court stated:
“When a defendant possesses trade secrets and is in a position to use them, harm to the trade secret owner may be presumed. [Citations omitted.] The threatened disclosure of trade secrets constitutes irreparable injury as a matter of law.”
160 S.W.3d at 200 (emphasis added). In fact, “At times, an injunction is the only
effective relief an employer has when a former employee possesses confidential
information.” Rugen v. Interactive Business Systems, Inc., 864 S.W.2d 548, 552
(Tex. App. – Dallas 1993, no pet.) (emphasis added).
Just as importantly, the IAC court noted that the same reasons contained in
the Temporary Injunction satisfied Rule 683: “The injunction further states that
Bell’s injury is irreparable because ‘it cannot be adequately compensated in
damages or the damages cannot be measured by any pecuniary standard’ and that
‘a legal remedy may be also inadequate since an award of damages may come too
late.’ Accordingly, we hold that the injunction adequately sets forth the reasons
for its issuance by identifying Bell’s harm and explaining why it is irreparable.”
160 S.W.3d at 201.21
21 Here, Appellants actually used Ameripro’s confidential information. Oak Mortgage analyzed a copy of Ameripro’s profitability report for several hours, even while the Individual Appellants (who supplied the report) were still Ameripro fiduciaries. AX 49-50; 2RR 230-32.
24 Here, the Temporary Injunction includes the reasons found sufficient in
IAC, but also recites much more egregious conduct. For example, Appellants’
attempts to “permanently destroy Ameripro documents and files,” and their
possession of confidential information belonging to Ameripro, describe threats of
irreparable injury as a matter of law.22
So too does the Individual Appellants’ breaches of contract, with which Oak
Mortgage tortiously interfered. CR 223. Tranter, Inc. v. Liss, 2014 WL 1257278
*9 (Tex. App. – Fort Worth March 27, 2014, no pet.) (quoting with approval, “‘In
Texas, injury resulting from breach of non-compete covenants is the epitome of
irreparable injury.”). The Temporary Injunction also found that Appellants took
Ameripro’s “customer and referral lists and contact information,” compilations of
“builder preferences,” its “pricing information,” and other specific examples of
customer and financial data which would epitomize irreparable harm if placed in
the hands of a competitor. CR 224.
Even if the district court had not explicitly found the likelihood that
Compare: Fox v. Tropical Warehouses, Inc., 121 S.W.3d 853, 860 (Tex. App. – Fort Worth 2003, no pet.) (“TWI is not required to prove that Fox is actually using the information; it need only prove that he is in possession of the information and is in a position to use it”). 22 The record supports those reasons as well. 2RR 217-21 & AX 43 (over 900 “ameriprofunding-clients” files destroyed from Ameripro laptop); 2RR 233-36 & AX 46 (140 “loan files,” “pipeline,” and other Ameripro files destroyed); 2RR 182-83 & AX 53 (Task manually deleted all text messages that existed during his employment, after Oak Mortgage agreed to indemnify him in litigation against Ameripro).
25 Appellants engaged in misappropriation and destructive behavior, their wrongful
acquisition of Ameripro’s confidential information, by itself, also gives rise to a
presumption of irreparable harm. Hill v. McLane Co., Inc., 2011 WL 56061 *5
(Tex. App. – Austin Jan. 5, 2011, no pet.) (where appellant “acquired” trade secret
information, a plaintiff “need not demonstrate” actual misappropriation before
trial, and “[i]nstead, ‘harm to the trade secret owner may be presumed,” citing
IAC); Conley v. DSC Commun. Corp., 1999 WL 89955 *5 (Tex. App. – Dallas
Feb. 24, 1999, no pet.) (although “no evidence shows any misconduct” by a
former employee, that did “not change the fact that the employee is in possession
of confidential, proprietary information,” and did “not bar the trial court from
entering a temporary injunction.”).
Moreover, the Temporary Injunction findings that i) “the full extent of
injury to Ameripro if this Order did not issue would be very difficult to ascertain
or quantify,” ii) a future award of damages “would not fully or adequately
compensate Ameripro,” iii) Ameripro “does not have a legal remedy that is
adequate in lieu of injunctive relief,” and iv) “even to the extent that a legal
remedy might be available, its redress will be limited and inadequate,” are
independent reasons why irreparable harm would result which satisfy Rule 683,
and as shown in Section V below, are fully supported by the record. Topheavy
Studios, Inc. v. Doe, 2005 WL 1940159 *6 (Tex. App. – Austin Sept. 14, 2005, no
26 pet.) (“A party proves irreparable harm by showing an injury for which there can
be no real legal measure of damages or for which damages cannot be ascertained
with a sufficient degree of certainty.”).
In sum, the district court’s reasons for issuance, as stated in the Temporary
Injunction, are much more detailed than Rule 683 requires. See also Amalgamated
Acme Affiliates, Inc. v. Minton, 33 S.W.3d 387, 397 (Tex. App. – Austin 2000, no
pet.) (injunction satisfied Rule 683 when it stated the appellant misrepresented
itself with intent to interfere, and in the same order, stated that “without the
issuance of this temporary injunction, said Defendant will alter the status quo and
Plaintiffs will be without any adequate remedy at law”); Inex Indus., Inc. v. Alpar
Resources, Inc., 717 S.W.2d 685, 688 (Tex. App. – Amarillo 1986, no writ) (cited
with approval by this Court in Amalgamated as holding “the trial court sufficiently
stated its reasons ‘that Wallace and Inex would, if allowed to continue, alter the
status quo, tend to make ineffectual a judgment in favor of Alpar, and leave Alpar
without an adequate remedy at law,’” and that “these recitations were held to
satisfy Rule 683 as interpreted by the supreme court”); Texas Tech University
Health Sciences Center v. Rao, 105 S.W.3d 763, 768 (Tex. App. – Amarillo 2003,
pet. dismissed) (“a recitation of the reasons an injunction issued was because the
defendants had no adequate remedy at law, the rights involved were unique and
irreplaceable, and money damages would not be a sufficient remedy were
27 sufficient to meet Rule 683 requisites,” and adding, “We agree with that holding”)
(citing Pinebrook Properties, Ltd. v. Brookhaven Lake Property Owners
Association, 77 S.W.3d 487, 504-05 (Tex. App. – Texarkana 2002, pet. denied)).
C. The decisions cited by Appellants do not assist them. One such decision lists the language from this Temporary Injunction as examples that “comply with rule 683.”
The authority that Appellants cite at pages 22-24 of their brief actually
defeat their argument: one decision listed some of the same reasons contained in
this Temporary Injunction, and described them as examples that have “been held
sufficient to comply with rule 683.” The remaining decisions that Appellants cite
are inapposite — the language in those orders did not recite any reasons at all, and
in several instances did not even mention the word “injury.”
Appellants cite Byrd Ranch, Inc. v. Interwest Savings Association, 717
S.W.2d 452, 454-55 (Tex. App. – Fort Worth 1986, no writ). The Byrd court,
however, contrasted its facts with examples from decisions where “an order has
been held sufficient to comply with rule 683,” including:
• “the conduct ‘would alter the status quo and tend to make a final judgment in favor of appellees impossible or difficult to enforce;’”
• The “moving party ‘would be harmed unless the temporary injunction were issued, as the status quo could not be maintained without the injunction;’”
• “or that the moving party ‘will probably sustain irreparable injury and damage to its business’ if the conduct continues.”
28 Here, the district court states “Ameripro will suffer a probable, imminent,
and irreparable injury,” and then proceeds to list those same reasons. CR 224. In
addition, the Temporary Injunction states multiple other reasons as well, as quoted
above. CR 223-24.
The other decisions that Appellants cite are inapposite, because the
temporary injunction orders in those decisions did not list any reasons for
issuance, and in several instances did not mention “injury” at all.23
As stated in Intercontinental Terminals Company, LLC v. Vopak North
America, Inc., 354 S.W.3d 887, 899 (Tex. App. – Houston [1st Dist.] 2011, no
pet.), which Appellants cite in their brief, “An explanation of the pending harm to
23 Moreno v. Baker Tools, Inc., 808 S.W.2d 208, 211 (Tex. App. – Houston [1st Dist.] 1991, no pet.) (order does not mention “injury” or otherwise state why an injunction was issued); Fasken v. Darby, 901 S.W.2d 591, 593 (Tex. App. – El Paso 1995, no pet.) (the order “makes no effort” to list any reason and does not even mention “injury”); Monsanto Co. v. Davis, 25 S.W.3d 773, 789 (Tex. App. – Waco 2000, writ dism’d w.o.j.) (order states there is “probable injury” but does not state that it is “irreparable” nor attempt to state any reasons); Cornelison v. Offshore Entertain. Corp., 2002 WL 34231619 *2 (Tex. App. – Corpus Christi Dec. 5, 2002, no pet.) (states there will be “irreparable injury,” but “wholly fails to identify” any); International Brotherhood v. Becon Construct. Co., Inc., 104 S.W.3d 239, 244 (Tex. App. – Beaumont 2003, no pet.) (order does not attempt to state any reasons why there might be irreparable injury); University Interschol. League v. Torres, 616 S.W.2d 355, 356-58 (Tex. Civ. App. – San Antonio 1981, no pet.) (same); General Homes, Inc. v. Wingate Civic Ass’n, 616 S.W.2d 351, 353 (Tex. Civ. App. – Houston [14th Dist.] 1981, no pet.) (order states there will be irreparable injury, but no reasons recited); Stoner v. Thompson, 553 S.W.2d 150, 151 (Tex. Civ. App. – Houston [1st Dist.] 1977, writ ref’d n.r.e.) (order stated the situation was “harmful,” but failed to state any reason); Kotz v. Imperial Cap. Bank, 319 S.W.3d 54, 56 (Tex. App. – San Antonio 2010, no pet.) (“Merely stating that ‘irreparable injury will result,’” without more, insufficient); State v. Cook United, Inc., 464 S.W.2d 105, 106-07 (Tex. 1971) (The Supreme Court reinstated the temporary
29 the temporary injunction applicant, along with a specific recitation of the conduct
enjoined, is all that is necessary to achieve Rule 683’s purpose.” This Temporary
Injunction does so in detail.24
II. Appellants’ own admissions establish that Ameripro’s builder clients are “customers” under the non-solicitation clauses.
Appellants state in their brief that they disagree with the “district court’s
construction of the employment contract term ‘customer’ to include residential
homebuilders,” such as Brohn, Clark Wilson, and Seaholm. App. Br. 30. They
argue that when the non-solicitation provisions in their contracts refer to
“customers,” they had intended to use the narrower phrase “borrowers” instead.
Appellants’ argument, however, is without merit for several reasons.
A. Appellants make no attempt to address the testimony (including their own sworn admissions) that customers include borrowers and “builder customers.”
First, Appellants’ argument is contradicted by their own admissions. At the
injunction hearing, Nasserfar admitted that part of his job at Ameripro was to build
goodwill with Ameripro’s “builder customers,” and that he would submit expense
injunction, despite no reference to “injury,” because the violated “statute itself declares the injury” and “the “order need not restate the words of the statute”). 24 Appellants’ reasons for citing Intercontinental are particularly unclear: that court affirmed a temporary injunction despite the fact that the trial court (unlike the instant case) “struck-through” a paragraph relating to the applicant’s “probable right of recovery.” 354 S.W.3d at 898-99.
30 reports to Ameripro for entertaining them. 3RR 52-53.25 Task admitted that
Ameripro “customers,” as used in the contracts, included referral sources, and that
he was contractually barred from soliciting them unless they were his customers
before he joined Ameripro. 2RR 185-86.26
Nasserfar further stated that Ameripro was the “exclusive lender” for Brohn
and Clark Wilson. 3RR 50-52; AX 67. In fact, Nasserfar admitted that as
Ameripro’s branch manager, he developed a “builder centric model” for Ameripro.
3RR 48-50; AX 75. In social media, Task as well admitted that Ameripro
“clients” included builders. AX 55.
In addition, Ameripro’s President testified that Ameripro’s customer base
included “builders” with whom Ameripro had business relationships (including for
lender credits on loan transactions), and who served as referral sources. 2RR 68-
71, 142-43. Brohn Homes, Clark Wilson Builders, and Seaholm Residences (the
only builders listed in the Temporary Injunction) in particular were “customers” of
25 3RR 52-53 (He asked Ameripro to reimburse him for lunches and dinners with “Centerra, Brohn, and other clients.” “Q. Part of what AmeriPro paid you to do was to build goodwill with its builder customers, correct? A. It wasn’t in my employment agreement. Q. But that’s part of what you did as your job was to build goodwill with these customers, right? A. I believe so.”). 26 2RR 185-86 (“Q. On Page 112, Line 22, ‘If you developed a relationship with a referral source after you began at AmeriPro, do you believe you can solicit to them?’ … Answer: ‘If it was a new referral source, I wouldn’t solicit them. They can solicit me. They can call me, but I can’t solicit them.’ Question: ‘And you can’t solicit them under the employment agreement as you understand them’ – ‘understood them, correct?’ Answer: ‘It’s my understanding for 12
31 Ameripro when the Individual Appellants worked there, 2RR 50, 69-70, 100-02;
3RR 67-68, and therefore fell within the terms of the non-solicitation provisions.
Contrary to statements in Appellants’ brief, Nasserfar and Task did not have
a customer relationship with those three entities until after they were employed at
Ameripro, so as to fit within any exception to the non-solicitation clauses. 2RR
100-02, 201; 3RR 67-68, 177-78. Neither did Oak Mortgage. 2RR 52.
B. The evidence regarding builder customers is consistent with the non-solicitation clause.
Appellants also argue that a reference in the employment agreements to
“customer and their loan” means that the court should substitute the narrower
phrase “borrower” in place of the broader term “customer.” The “customers” of
Ameripro’s lending business, however, encompassed services for both builders
and borrowers, not one or the other. In addition to stating that Ameripro was the
“exclusive lender” for builders Brohn and Clark Wilson, Nasserfar wrote that the
“builder centric model” at Ameripro led to “timely closings, and assisting on
making sales for our builder partners.” AX 75; see also 2RR 50-51, 68-71, 142-
43. Appellants’ own admissions show that the reference to “loan” is consistent
with the district court’s belief that “customers” as used in the contracts was
months.’ … Question: ‘Who do you believe you can solicit business from?’ Answer: ‘Any client, customer, business referral, realtor source that I knew prior to AmeriPro Funding.’”).
32 intended to include builder customers. Moreover, the one-year non-solicitation
would be meaningless if restricted to homebuyers, given the unlikelihood that a
typical buyer would purchase another home so quickly after their last purchase, in
contrast to the continuous business relationship that Ameripro had with its builder
customers.
In their brief, Appellants make no attempt to explain or otherwise address
any of the above testimony and documentary evidence. They make no attempt to
explain their prior admissions that “customers” under the contracts include
builders, or the testimony that Ameripro’s “customers” specifically included
Brohn, Clark Wilson, and Seaholm. They simply ignore it.
Appellants’ wholesale failure to mention any of the evidence which
contradict their arguments should be fatal to their appeal. A reviewing court
“cannot reverse a trial court’s order if the trial court was presented with conflicting
evidence and the record includes evidence that reasonably supports the trial
court’s decision.” Universal Health Serv. v. Thompson, 24 S.W.3d 570, 576 (Tex.
App. – Austin 2000, no pet.). “The evidence is viewed in the light most favorable
to the trial court’s order, indulging every reasonable inference in its favor,” and
the reviewing court may reverse only if the district court’s order “was so arbitrary
as to exceed the bounds of reasonable discretion.” Id.
33 C. Appellants’ argument that the definition of “customers” should be construed against Ameripro conflicts with the plain language of the contracts, which disclaim that either party is sole drafter.
Appellants also argue that the employment agreements do not define
“customer,” and therefore the phrase should be construed against Ameripro. The
contracts themselves, however, negate Appellants’ argument.
Nasserfar and Task agreed that “no party shall be deemed to be the drafter”
and the provisions shall not be construed “against either party as the drafter.” AX
11, 17. Gosnay likewise agreed that his contract “shall be construed as if both
Parties had equal say in its drafting, and thus shall not be construed against the
drafter.” AX 18.
Appellants’ argument also fails because it disregards the applicable standard
of review, which indulges every reasonable inference in favor of the trial court’s
ruling, not against it. Universal, 24 S.W.3d at 576. Their latent ambiguity
argument is unsound for the same reason: Gallagher Headquarters Ranch Dev.,
Ltd. v. City of San Antonio, 303 S.W.3d 700 (Tex. 2010) was a summary judgment
appeal, and therefore applied an appellate standard opposite that of temporary-
injunction review.
Nor would a drafter’s rule aid Appellants. Appellants’ brief states that
customer is “generally defined” as one who regularly has “‘business dealings”
with a business or “‘who customarily has dealings with a business establishment.’”
34 App. Br. 32. That plain English definition, however, supports the district court’s
finding, and is consistent with testimony from both sides which construes
“customers” to include Ameripro’s “builder customers.”
III. Injunctive relief was also independently warranted because Appellants were barred from soliciting Ameripro customers for a competitor in breach of fiduciary duties, separate and apart from their breaches of contract and misappropriation.
Appellants also argue that the identity of builders is not “secret” or
confidential information. Appellants’ overly simplistic argument, however,
mischaracterizes the customer information they actually stole from Ameripro,
which was far more extensive, and how they went about taking it.
Just as importantly, Appellants ignore the district court’s findings that they
violated multiple other tort and contract duties, which Appellants do not address in
their brief. The district court’s findings of “breach of fiduciary duty,” breach of
contract, tortious interference, conversion, and misappropriation, each separately
and independently warranted injunctive relief. ERI Consult. Engrs., Inc. v.
Swinnea, 318 S.W.3d 867, 873 (Tex. 2010) (“courts may fashion equitable
remedies” when a fiduciary “competes with a principal” or usurps an opportunity);
In re Longview Energy Co., 464 S.W.3d 353, 361 (Tex. 2015) (same); Hunter
Bldgs. & Mfg., LP v. MBI Global, LLC, 436 S.W.3d 9, 15 (Tex. App. – Houston
[14th Dist.] 2014, pet. denied) (claimant “has the same equitable remedies” against
35 a party who knowingly “participates” in another’s breach of fiduciary duty).
A. Appellants did not merely take the names of builder customers. They took pricing, lender credit data, compilations of builder preferences, and multiple other computer data.
Ameripro’s confidential customer information is not simply builders’ names
and telephone numbers, but includes the lender credits for loans, and its
compilation of builder closing preferences and other details which Ameripro has
aggregated over time — all of which Appellants fail to mention anywhere in their
brief.
The Temporary Injunction specifically lists Ameripro’s “pricing
information,” “builder preferences,” and “transaction details,” among the data that
Appellants misappropriated from its computer network and premises. CR 224.
Appellants’ brief makes no mention anywhere of those findings. Ameripro’s
lender credits for loans and customer compilations, for example, are not publicly
available information, Ameripro made reasonable efforts to maintain secrecy of
that information, and disclosure of that information would give an economic
advantage to a competitor. 2RR 66-68, 70-71, 81-82, 89-91, 99, 143. That would
appear to be why Appellants secretly downloaded it from Ameripro’s computers in
the first place.
For the same reasons, that evidence also satisfies the Texas Uniform Trade
Secrets Act’s (“TUTSA”) elements of a “trade secret,” which explicitly includes a
36 “compilation,” “financial data,” or “list of actual or potential customers” which
have economic value and for which reasonable efforts were made to maintain
secrecy. Tex. Civ. Prac. & Rem. Code § 134A.002(6).
B. Appellants’ solicitation of Ameripro customers and use of confidential information for that purpose, even while the Individual Appellants were still Ameripro’s fiduciaries.
Appellants also ignore the Temporary Injunction findings that they engaged
in multiple other tort and contract violations, which independently support the
Temporary Injunction.
Appellants’ sole reference to “fiduciary” is to claim that Oak Mortgage did
not owe a duty itself. App. Br. 57. However, the evidence shows that Oak
Mortgage was a knowing participant in the Individual Appellants’ breaches of
fiduciary duty, and also conspired with them, which makes it “jointly liable” for
that conduct. Hunter, 436 S.W.3d at 15; Sharma v. Vinmar Int’l, Ltd., 231 S.W.3d
405, 429 (Tex. App. – Houston [14th Dist.] 2007, no pet.) (injunctive relief by
necessity must be full and complete so that those who have “‘breached their
fiduciary relationship, as well as those who willfully and knowingly have aided
them in doing so, will be effectively denied the benefits and profit flowing from
the wrongdoing’”) (emphasis added).
Appellants’ failure to address breach of fiduciary duty is particularly
amazing, given that it was a focal point of evidence and argument below. 2RR
37 182-83, 192-94; 3RR 38-39, 187-88, 193. On December 10, 2014, well before the
Individual Appellants resigned from their fiduciary roles, Oak Mortgage wrote
them that they could “solicit to your book of business,” solicit their “past customer
database,” and solicit from the “builder/realtor relationships.” 2RR 191-92; AX
56. The next day, December 11, 2014, Oak Mortgage agreed to indemnify them in
future litigation with Ameripro. AX 53; AX 81.27 Even after securing a
competitor’s agreement to indemnify them against their principal, they continued
serving as fiduciaries for Ameripro for another month. 2RR 182-83, 194.
While he was still Ameripro’s fiduciary, Nasserfar reported to Oak
Mortgage that he was “dropping in on all builder contacts,” having driven almost
200 miles to do so. AX 63 (emphasis added). Nasserfar admitted he reported that
solicitation progress to “the competitor of the company you were working for,”
and that he still owed a duty of loyalty to Ameripro at the time. 3RR 58.
On January 8, 2015 – again while Nasserfar was still a fiduciary to
Ameripro – Oak Mortgage also sent him “scripts” to use for “All previous clients
& database,” “Borrowers in Pipeline,” “Realtors in Pipeline,” and “All other
Realtors.” AX 78; 3RR 59. Nasserfar also contacted principals and employees of
Ameripro’s existing customers about his plan to open a competing office with Oak
27 AX 53 and AX 81 are Oak Mortgage’s Offer Package to Nasserfar and Task, and
38 Mortgage (even as he was paid to build goodwill for his principal, Ameripro).
3RR 53, 56-57; CX 1 at 15-16.
The confidential information Appellants stole was also intertwined with
their solicitation of Ameripro customers in violation of fiduciary duties and the
non-solicitation clauses. They downloaded Ameripro’s computer compilations for
three Ameripro builder customers, including Brohn Homes and Clark Wilson
Builders, their fees and tax rates (broken down by community), working capital,
and closing preferences, requirements, lender credits for loans, and other non-
public customer information. AX 35; 2RR 93-94. They met with business
prospects for the benefit of Oak Mortgage – while they were still fiduciaries of
Ameripro – and scheduled future meetings to occur on dates when they would be
working at Oak Mortgage. 2RR 203-05; AX 60-62.
Oak Mortgage also e-mailed them instructions on how to evade detection of
their violations. AX 57. Task could not think of an explanation for the
instructions, except to make it appear they were not soliciting. 2RR 196-97.28
None of this evidence is even mentioned anywhere in Appellants’ brief.
They simply ignore it. The evidence does not support their argument that they
memorializes the December 11, 2014 agreement.
39 merely took and used only publicly-available names of builders.
Appellants also completely ignore the multiple other categories of
confidential information listed in the Temporary Injunction, which would equally
assist them in unfairly competing. Their brief makes no reference to “general
ledgers,” “profitability,” “pro forma,” and other categories of data they not only
stole, but that Oak Mortgage uploaded and analyzed. AX 28-36, 49. Appellants’
counsel told the district court that Appellants had returned “over 20,000 electronic
files” to Ameripro on April 27, 2015 alone — meaning that those competitors not
only took Ameripro’s information, but had held it for several months after they
opened their competing office. 2RR 22.
In sum, Appellants’ argument that someone can do a Google search to find a
builder’s name does not begin to scratch the surface of the confidential
information they downloaded and gave to a competitor, nor does it address the
several categories of tort and contract duties the district court found they violated.
C. Even if Appellants supposedly could have publicly obtained some of the data they took from Ameripro computers, they tortiously downloaded Ameripro’s work product.
Appellants’ argument that they could have conducted public searches to
28 2RR 196-97 (Task impeached: “Q. Question: ‘Is there any business reason that you can think of about waiting one month before you go after the other person, other than to make it appear that it’s not a solicitation?’ Answer: ‘You’d have to ask him. No.’”).
40 compile the customer information stored on Ameripro’s computers, aside from
being false, does not defeat the trade secret status of Ameripro’s data. Nor would
that possibility give them license to thieve copies from Ameripro’s computers.
In Reliant Hospital Partners, LLC v. Cornerstone Healthcare Group
Holdings, Inc., 374 S.W.3d 488, 500-01 (Tex. App. – Dallas 2012, pet. denied),
the appellants argued that a “compilation” of target market opportunities was not
secret because “such information was readily available through the internet or by
exerting minimal effort to talk with others.” 374 S.W.3d at 500-01. Unlike the
instant case, the appellants in Reliant were not restricted by a non-solicitation
clause. But the Reliant court rejected their argument, noting “the question is not
‘How could he have secured the knowledge?’ but ‘How did he?’” Id. The court
held that the compilation of market targets constituted a “trade secret” which one
of the appellants obtained while still employed by his prior employer. Id.
Similarly, in American Precision Vibrator Co. v. National Air Vibrator Co.,
764 S.W.2d 274, 277 (Tex. App. – Houston), appeal stayed, 771 S.W.2d 562 (Tex.
App. – Houston 1989), the court rejected the appellant’s argument that “customer
lists” were not trade secret because the information was “readily accessible from
other sources.” The court stated that “‘the mere fact that such lawful acquisition is
available does not mean that he may, through a breach of confidence, gain the
information in usable form and escape the efforts of inspection and analysis,’” and
41 noted that while some of the information at issue was publicly available, evidence
showed that “not all” of it was. 764 S.W.2d at 277.
The Individual Appellants’ conduct not only breached the employment
contracts, but also their common law duties. Oak Mortgage actively participated
in both. In Hill, this Court quoted with approval, “‘But it is well established that
even without an enforceable contractual restriction, a former employee is
precluded from using for his own advantage, and to the detriment of his former
employer, confidential information or trade secrets acquired by or imparted to him
in the course of his employment.’” 2011 WL 56061 at *2; Renewdata Corp. v.
Strickler, 2006 WL 504998 *12 (Tex. App. – Austin 2006, no pet.) (same). The
fact that the Individual Appellants were fiduciaries when they committed their
acts, and had signed contracts under which Ameripro is sole owner of the records
they took, makes their conduct particularly inexcusable.
IV. Appellants’ argument that they had returned all confidential information of Ameripro prior to the hearing is also false.
Appellants also argue “all confidential information of Ameripro – both
paper and electronic – was returned to Ameripro prior to the temporary injunction
hearing,” and there is no harm caused by their “previous possession of confidential
information of Ameripro.” App. Br. 27, 39-40, 47. Those admissions confirm that
Appellants took “confidential information of Ameripro” in the first place.
42 Their claim that they “returned” all of it before the hearing, however, is
false in several respects, in terms of Ameripro documents they kept and did not
return, the system metadata they stripped out of the Ameripro documents, and the
documents Appellants destroyed even after a TRO commanded their return.
A. Appellants did not return all confidential information, they violated the TRO, and they specifically stripped out system metadata from the documents they did provide.
Appellants did not return all of the confidential information they
downloaded from Ameripro’s computers and removed from its premises, as they
tried to argue in the district court.
When the TRO issued, Appellants were commanded to return Ameripro’s
confidential documents “in whatever medium such documents and information
exists.” CR 97. Appellants disobeyed that command, however, by keeping all of
the media on which those documents had been downloaded, and instead sending
Ameripro only copies, of selectively picked portions, with all of the system
metadata stripped out. 2RR 227 (expert discusses “‘selective production’” and
“file system metadata or any other artifacts” which is missing even for the
documents that were provided).
At the temporary injunction hearing, Appellants’ counsel admitted that
Appellants had not returned the media, and argued that Ameripro could “come to
my office, we’ll arrange to make that available for their [Ameripro’s] forensics to
43 look at it.” 2RR 28. To avoid a repeat of the TRO violation, the district court
included detailed instructions about the forensic images that Appellants were
required to return to Ameripro. CR 224-25.
When the district court announced her ruling from the bench at the
temporary injunction hearing, Appellants’ counsel confirmed that the court ruled
that his forensic expert “is going to provide” the forensic images, and added, “All
those files will be returned, if they haven’t already been returned.” 3RR 206.
In short, the court was not required to accept Appellants’ inconsistent
statements that they had already returned all of the information, in the face of
evidence which clearly showed they had not. That is particularly so, given their
pattern of misconduct: they previously tried to evade detection of their solicitation
activities, while they were still fiduciaries, violated federal regulations, and hid
from Ameripro that they had taken its confidential records. AX 57; 2RR 155-56,
160-61, 167-72, 174, 184, 196-97.
B. Appellants destroyed documents even after a TRO commanded their return.
In addition, Appellants destroyed customer files that the court previously
commanded them to return to Ameripro. That was a continuation of the practice
Appellants had engaged in before, where they attempted to “permanently destroy
Ameripro documents and files.” CR 223. Instead of returning all Ameripro
44 documents prior to the temporary injunction hearing, Appellants busily engaged in
committing additional violations.
The TRO commanded Appellants to “return to Ameripro all confidential
documents and information they removed from Ameripro, in whatever medium
such documents and information exists.” CR 97. Two days after the TRO issued,
Appellants deleted 140 folders from a USB device they had labeled “Nasserfar
External Drive.” 2RR 233-36; AX 46. The pathnames for the deleted folders
show that they were part of what the TRO commanded to be returned to Ameripro,
including: “AMB Profit & Loss Jan-Aug” files, “APF Accounting System Loan
Details '14,” “Monthly Pipeline Details,” and “Loan_files” and “Loan Details” for
several months. AX 46. In Lynd v. Bass Pro Outdoor World, Inc., 2014 WL
1010120 *8 (Tex. App. – Dallas 2014, pet. denied), the court held that “the trial
court did not err by implicitly finding that the harm was imminent and not
speculative,” noting that the conduct had continued up “until the entry of the
temporary restraining order” and appellant was forced to stop. Here, even a TRO
did not dissuade Appellants from continuing their misconduct.
C. The fact that a competitor misappropriated confidential information at all also supports issuing the injunction.
Leaving aside Appellants’ failure to return Ameripro’s confidential
information, the fact that they took Ameripro’s protected property in the first place
45 warranted injunctive relief. Lasser v. Amistco Separation Prods., Inc., 2014 WL
4952501 *8-9 (Tex. App. – Houston [1st Dist.] Oct. 2, 2014, no pet.) (inclusion of
a requirement the appellant “has already performed” was appropriate under Rule
683, helps “prevent the repetition of the offending conduct,” and prevents the need
to revise the order “should it be discovered … that [appellant] has any additional
confidential information”).
Appellants also argue that they should not be enjoined because they “do not
need” Ameripro’s confidential information given their “extensive industry
knowledge.” App. Br. 40. Again, that begs the question why Appellants
misappropriated over 20,000 confidential documents from Ameripro in the first
place, and why its competitor, Oak Mortgage, specifically requested those records.
For example, when Nasserfar was still acting as Ameripro’s fiduciary, Oak
Mortgage wrote him that it needed “some more information from you,” including
Ameripro’s “Product Mix,” profit and loss statements, “Pricing” so Oak Mortgage
could “compare it to our pricing,” and other employees’ compensation. AX 27;
3RR 44-46. The district court was not required to accept Appellants’
representation, particularly given the evidence of its falsity.
D. Appellants used Ameripro’s confidential information, but taking such data was also wrongful misappropriation.
Appellants’ argument that “Ameripro offered no evidence of any past
46 improper use of any alleged confidential information by Appellants” is also false.
App. Br. 41. For example, after Nasserfar gave Oak Mortgage a copy of
Ameripro’s profitability report, Oak Mortgage uploaded and analyzed it for
several hours. They engaged in that misappropriation even before Nasserfar had
resigned his fiduciary role. AX 49-50; 2RR 230-32. Appellants even forgot to
remove Ameripro’s address before they began using its proprietary forms. 2RR
96-98; AX 36-37. The district court acted within its discretion in rejecting
Appellants’ argument as not credible.
Appellants’ argument is also legally incorrect. Misappropriation is not
limited only to “use,” but also occurs when there has been an “acquisition” or
“disclosure or use” of confidential information through improper means, each of
which is prohibited conduct. Tex. Civ. Prac. & Rem. § 134A.002(3). Appellants
have not even challenged the evidence that they wrongfully acquired Ameripro’s
confidential information.
V. The district court correctly found that Ameripro does not have an adequate legal remedy.
The district court also properly found based on the evidence that “a future
award of damages would not fully or adequately compensate Ameripro,” that the
“full extent of injury to Ameripro” would be “very difficult to ascertain or
quantify,” and that “Ameripro does not have a legal remedy that would be
47 adequate in lieu of injunctive relief.” CR 224.
Those findings are supported by the record. Ameripro’s competitors
misappropriated over 20,000 of its confidential records, ranging from its customer
data to its pro formas, and used their fiduciary positions to solicit customers for a
competitor in violation of common law duties and the contracts. 2RR 22, 85-85,
91-94, 96-99, 156-61, 164-72, 174, 177-78, 183-84, 203-05; 3RR 42, 53, 55-61,
127-28; CX1 at 15-16; AX 28-38, 58, 59-63, 78, 80. Ameripro’s President
testified that Ameripro could not trace and calculate the resulting damages, that
the injury were “ongoing,” and that Appellants used Ameripro’s confidential
information “specifically to open up a new location in direct competition with us.”
2RR 101-03. And again, Ameripro presented evidence of multiple cat-and-mouse
examples where Ameripro caught Appellants giving instructions on how to evade
detection, destroying evidence, placing information on a local drive where
Ameripro would not find it, and secretly soliciting and taking Ameripro’s
confidential data. AX 27, 43, 46, 49-50, 57; 2RR 155-56, 160-61, 167-72, 174,
182-83, 196-97, 217-21, 230-36.
By their nature, those are injuries the full extent of which would be difficult
to ascertain or quantify (or fully uncover), and for which a future award would not
be complete or adequate. In Hill, for example, this Court noted that the appellant
“possessed confidential information belonging to” the appellee, and that “harm to
48 the trade secret owner may be presumed.” 2011 WL 56061 at *5. Hill noted that
“if” the appellants “were to impermissibly use McLane’s trade secrets” or disclose
them, “the resulting damages would be difficult to calculate,” and that the “very
purpose of the injunction” is to prevent such violations from occurring. 2011 WL
56061 at *5. See also Miller Paper Co. v. Roberts Paper Co., 901 S.W.2d 593,
602 (Tex. App. – Amarillo 1995, no pet.) (employees took confidential
information and “began to resolicit the businesses,” agreeing that a “legal remedy
is inadequate” and damage “cannot be easily calculated”).
A. The district court found Ameripro has a likelihood of success on multiple tort theories for which injunction is the only effective relief, not just breach of contract.
Moreover, this case is not limited to a simple breach of contract action:
Appellants’ theft of thousands of confidential records, and using Ameripro’s
existing fiduciaries to solicit customers and business for a competitor, sound under
multiple tort theories. As this Court noted in Garth v. Staktek Corp., 876 S.W.2d
545 (Tex. App. – Austin 1994, writ dism’d w.o.j.), “injunctions against trade
secret violations may be necessary to provide meaningful legal protection to the
owners of intellectual property,” and monetary damages may not sufficiently
protect “from unfair competition by those who improperly appropriate confidential
information.” 876 S.W.2d at 550. See also Flake v. EGL Eagle Global Logistics,
L.P., 2002 WL 31008136 *4 (Tex. App. – Houston [14th Dist.] Sept. 5, 2002, no
49 pet.) (“A legal remedy is inadequate if damages are difficult to calculate or their
award may come too late. … Although any damages Eagle stands to suffer or has
suffered are compensable through money damages, ‘[i]njunctive relief is property
to prevent a party, that has appropriated another’s trade secrets, from gaining
unfair market advantage,’” and finding a temporary injunction “the only effective
relief available”); Frequent Flyer Depot, Inc. v. American Airlines, Inc., 281
S.W.3d 215, 228-29 (Tex. App. – Fort Worth 2009, pet. denied), cert. denied, 559
U.S. 1036 (2010) (a “remedy is not adequate simply because some of the proven
damages are calculable,” and a dollar value “may not easily be assigned” to
business disruption, “loss of clientele,” “office stability,” “marketing techniques,”
and other intangible injuries).29
B. Even in pure contract cases, findings of inadequate remedy will be upheld where, as here, some evidence supports it.
Even in cases where the claims are limited to breach of contract (unlike the
instant case, where district court found likelihood of success on multiple theories),
courts defer to the trial court’s determination that damages will not fully
29 See also Hartwell’s Office World, Inc. v. Systex Corp., 598 S.W.2d 636, 639 (Tex. Civ. App. – Houston [14th Dist.] 1980, writ ref’d n.r.e.) (“mere reimbursement of profits would not afford complete, final and equal relief because appellees would still be able to compete in the area in violation of the express agreement not to compete,” finding denial of temporary injunction an abuse of discretion); Salas v. Chris Christensen Sys., Inc., 2011 WL 4089999 *8 (Tex. App. – Waco Sept. 14, 2011, no pet.) (potential damages caused by “actions of appropriating and
50 compensate the claimant or would be difficult to measure.
For example, this Court in Universal noted that the only wrongful conduct
alleged in that case was “breach of contract,” but nevertheless upheld the trial
court’s conclusion that damages would be difficult to calculate and damages might
not afford complete relief. 24 S.W.3d at 577-78 & n. 5. Similarly, in Walling v.
Metcalfe, 863 S.W.2d 56 (Tex. 1993), the Texas Supreme Court reinstated a
temporary injunction – despite the fact that the applicant’s only cause of action
was for breach of contract and did not ask for permanent injunctive relief. The
Court rejected the court of appeals’ conclusion that a “cause of action for money
damages alone” was not sufficient to support an injunction, adding, “Simply
because the applicant for a temporary injunction asks only for damages as ultimate
relief does not guarantee that damages are completely adequate as a remedy.” 863
S.W.2d at 57-58.
C. Injunctive relief is consistent with Ameripro’s claim for damages for Appellants’ past conduct.
Ameripro’s request for damages based on Appellants’ past violations is
consistent with the district court’s findings of imminent irreparable harm and
inadequate legal remedies if Appellants were not enjoined.
implementing” confidential information for the “benefit of…competitors in the future arguably are not complete and cannot be easily calculated; therefore, a legal remedy is inadequate”).
51 In Topheavy, the appellant argued that “any potential harm … has already
occurred,” because 80,000 games with appellee’s likeness were already in
circulation. 2005 WL 1940159 *6. This Court noted that the appellee was “also
seeking damages,” but explained that “the mere fact that Doe has already been
injured does not necessarily mean that further distribution of the game would not
exacerbate the preexisting injury or create new injuries altogether,” nor would the
injury be any more ascertainable with a sufficient degree of certainty. An
injunction to prevent “additional irreparable injury” was not an abuse of
discretion. Id. So it is the case here.
The decisions Appellants cite are inapposite. In Butnaru v. Ford Motor Co.,
84 S.W.3d 198 (Tex. 2002), the Texas Supreme Court reinstated a temporary
injunction that had been dissolved on appeal, finding that although it was a
contract action, the applicant desired a specific piece of property, and the district
court did not abuse its discretion in finding no adequate legal remedy. 84 S.W.3d
at 211. In Reach Group, LLC v. Angelina Group, 173 S.W.3d 834 (Tex. App. –
Houston [14th Dist.] 2005, no pet.), Cardinal Health Staffing Network, Inc. v.
Bowen, 106 S.W.3d 230 (Tex. App. – Houston [1st Dist.] 2003, no pet.), and W.R.
Grace & Co. v. Henson, 2007 WL 2389547 (Tex. App. – Corpus Christi Aug. 23,
2007, no pet.), the courts addressed whether the trial courts abused their discretion
when they denied a temporary injunction. Unlike the instant case, the applicant in
52 Grace admitted it “knew of no misuse of information” and there was “no evidence
of wrongful acts.” 2007 WL 2389547 *3. The applicant in Reach acknowledged
that damages “were capable of precise measurement,” and that its potential
damages were “also capable of being calculated,” and given those admissions the
court did not abuse its discretion. 173 S.W.3d at 838. The court in Cardinal
observed that it must view evidence in the light “most favorable” to the court’s
decision, not against it; the applicant admitted it “did not know whether [it] had
suffered any economic damages,” and that its sales had “doubled.” 106 S.W.3d at
235-36. None of those decisions support that this Court should substitute its
factual findings for the trial court’s based on this record.
D. Appellants’ argument, in addition to being baseless, is outside the hearing record and should be disregarded.
Finally, Appellants improperly purport to rely on pleadings and discovery
served after the Temporary Injunction, which were not part of the hearing record.
App. Br. 46, 54. Ameripro’s request for damages is consistent with the Temporary
Injunction. Nevertheless, Appellants’ arguments outside the record should not be
considered. Branch Banking & Trust Co. v. TCI Luna Ventures, LLC, 2013 WL
1456651 *4 n. 4 (Tex. App. – Dallas Apr. 9, 2013, no pet.) (sale “occurred after”
the temporary injunction and “Accordingly we do not consider TCI Luna’s
arguments that are outside the temporary injunction hearing record.”).
53 VI. The Temporary Injunction is not overly broad, and instead is narrowly tailored to protect against imminent irreparable harm.
Appellants’ argument that the Temporary Injunction is overly broad is
without merit. It is narrowly tailored to protect against imminent irreparable harm.
Appellants argue that the injunction covers media in their possession, but
the district court tailored the Temporary Injunction to “media that contains or did
contain Ameripro files or information” — in other words, the information which
the Temporary Injunction found Appellants had attempted to “permanently
destroy” and had “taken from Ameripro’s computer network and premises.” CR
223-24. In addition to common law protection of Ameripro’s confidential
information, the Individual Appellants contractually agreed that Ameripro is the
sole owner of those records, and that they would not retain any copies of that
information. AX 11, 17-18. They not only retained copies of Ameripro’s records,
however, but gave them to a competitor. (That evidence is cited and quoted in
detail at pp. 7-13 of the Statement of Facts.)
The district court’s ruling that the original media should be held by
Appellants’ counsel is also reasonable and supported by the evidence. Appellants
engaged in deliberate efforts to conceal which items stored on those media
consisted of Ameripro records. For example, one of Nasserfar’s electronic files
was labeled “Nasserfar personal e-mail,” but consisted instead of Ameripro
54 borrowers’ credit reports and loan applications. 3RR 174-75. As cited above,
Appellants also tried to conceal their thefts of information, and their solicitation
efforts. Leaving aside Appellants’ prior efforts to destroy Ameripro files, they
destroyed Ameripro files stored on the electronic media even after the district
court issued a TRO compelling those files to be returned. Appellants also initially
denied that they possessed any Ameripro confidential records, 2RR 163, despite
their subsequent return of over 20,000 such files after suit was filed, and despite
evidence that Oak Mortgage used that media to analyze the stolen data. Finally,
Appellants made the choice to store the confidential information they stole from
Ameripro on that media. The district court was well within its discretion in
requiring Appellants’ counsel to keep possession of the media as Attorneys’ Eyes
Only.
The district court also narrowly tailored the injunction to three customers
whom Appellants solicited in breach of contract and fiduciary duties. (The district
court chose to exclude a fourth customer from the injunction. 3RR 209.) Correa
v. Houston Surg. Asst. Serv., Inc., 2013 WL 3958499 *12 (Tex. App. – Houston
[14th Dist.] July 30, 2013, no pet.) (injunction was “specifically tailored to prevent
appellants from usurping the competitive advantage derived from HSAS, Inc.’s
confidential information,” as it was “appropriately limited to specific hospitals”
with whom “the appellants actually worked.”).
55 Appellants argue that Oak Mortgage should not be restrained because there
“is no contract or fiduciary relationship” between it and Ameripro. However, as
discussed on pp. 35-37 above, Oak Mortgage’s knowing participation in breaches
of fiduciary duty and tortious interference makes it jointly liable.
Oak Mortgage’s argument that its “officers and employees” should not be
enjoined is also meritless. Rule 683 expressly states injunctions are binding on
parties and “their officers, agents, servants, employees.” Miller, 901 S.W.2d at
600 n. 2 (the “court was also permitted to extend the injunction to the employer’s
other employees,” and the appellants argument that “only two acted
inappropriately lack merit”). Moreover, it is Oak Mortgage’s officers who
encouraged Nasserfar, Task, and Gosnay to breach their fiduciary duties and
contracts, who analyzed the stolen data, and who suggested how to evade
detection. AX 27, 49, 56-57, 78. The injunction against Oak Mortgage would be
ineffectual if the agents through whom it acts were free to violate the terms.
Finally, the district court acted within its discretion in preserving the status
quo through trial, instead of providing for the injunction to end on January 16,
2015. The purpose of an injunction is to preserve the status quo pending a trial.
The “status quo” is the “the last, actual, peaceable, noncontested status which
preceded the pending controversy,” before the activities “in violation of its
agreements” began. Frequent Flyer, 281 S.W.3d at 222-23. Appellants are not
56 entitled to a credit on the non-solicitation period for the several months when they
were actively violating it; those violations began before the fiduciaries left
Ameripro, and continued at least four months afterward. As the court in Sharma
stated:
“It is well settled that injunctive relief ‘must, of necessity, be full and complete so that those who have acted wrongfully and have breached their fiduciary relationship, as well as those who willfully and knowingly have aided them in doing so, will be effectively denied the benefits and profits flowing from the wrongdoing. … Far from being an overbroad order that forbids lawful competition, the trial court’s order is narrowly tailored to preserve the status quo by protecting the secrecy of Vinmar’s trade secrets and remedying the violence to the confidential relationship through which the Rew appellants acquired those trade secrets.”
231 S.W.3d at 429.
When the district court entered a temporary injunction to maintain the status
quo, it specifically rejected imposing a January 15 cut-off, noting that Ameripro
can “argue that since they have been not complying” with the provision, “it
shouldn’t run.” 3RR 213-14. Preserving the status quo as it existed before the
violations began was within the district court’s equitable discretion. Rimkus
Consult. Group, Inc. v. Budinger, 2001 WL 619067 *4 (Tex. App. – Houston [14th
Dist.] June 7, 2001, no pet.) (rejecting argument that “because the original time for
expiration of the covenant not to compete has expired, this court should decline to
enforce it,” noting it would “be inequitable to allow” the pendency of litigation “to
57 deprive [Rimkus] of the benefit of injunctive relief”); Guy Carpenter & Co. v.
Provenzale, 334 F.3d 459, 464 (5th Cir. 2003) (“the district court has the power
under Texas law to craft an injunction that extends beyond the expiration of the
non-solicitation covenant,” and agreeing that courts in equity “may impose
injunctions that last beyond a contract provision’s expiration date”).
Second, the injunction is not based solely on the non-solicitation clause, but
also on the Individual Appellants’ conduct in soliciting the customers for Oak
Mortgage while they were still fiduciaries, as well as violations of non-use and
confidentiality provisions in taking customer information which do not expire on
January 15. Matrix Network, Inc. v. Ginn, 211 S.W.3d 944, 946-47 (Tex. App. –
Dallas 2007, no pet.) (leaving aside non-solicitation provision, parties used
confidential information to compete unfairly in violation of the non-use and non-
disclosure provisions, and “In such circumstances, we cannot conclude the
expiration of the non-compete clause … renders this matter moot”); Garth, 876
S.W.2d at 548 (by appropriating confidential information, appellant was able to
use it to gain a market advantage, and therefore “injunctive relief beyond the date”
the technology became public was “an appropriate remedy”); Salas, 2011 WL
4089999 at *8 (“Injunctive relief is also proper to prevent a party, which has
appropriated another's trade secrets, from gaining an unfair market advantage.”).
58 PRAYER
For the foregoing reasons, Ameripro Funding, Inc. respectfully prays that
this Court affirm the district court’s Temporary Injunction Order, and that
Ameripro have such other and further relief to which it may be justly entitled.
Respectfully submitted,
/s/ Susan P. Burton Susan P. Burton State Bar No. 03479350 sburton@gdhm.com Eric G. Behrens State Bar No. 02050700 ebehrens@gdhm.com GRAVES DOUGHERTY HEARON & MOODY, P.C. 401 Congress Avenue, Suite 2200 Austin, Texas 78701 Telephone: (512) 480-5600 Facsimile: (512) 480-5862
ATTORNEYS FOR APPELLEE AMERIPRO FUNDING, INC.
59 CERTIFICATE OF COMPLIANCE
This motion complies with the type-volume limitations of Rule 9.4(i)(2)(B),
Tex. R. App. P., because it contains no more than 14,228 words, excluding the
parts of the brief exempted by Rule 9.4(i)(1), Tex. R. Civ. P.
This brief complies with the typeface requirements of Rule 9.4(e), Tex. R.
Civ. P., because it has been prepared in a proportionally spaced typeface using
Microsoft Word in fourteen-point Times New Roman font in text, and twelve-
point Times New Roman font in footnotes.
/s/ Susan P. Burton Susan P. Burton
CERTIFICATE OF SERVICE
I certify that on October 7, 2015, a true and correct copy of this Brief of
Appellee Ameripro Funding Inc., was served via electronic service on the party as
shown below:
Wm. Charles Bundren, Esq. WM. CHARLES BUNDREN & ASSOCIATES LAW GROUP, PLLC 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034
/s/ Susan P. Burton Susan P. Burton
60 TAB 1 DC BK15168 PG52 Filed in The District Court of Travis County, Texas JUN 1 6 2015 CAUSE NO. D-1-GN-15-000785 At 10 504. Velva L. Price, District Clerk OAK MORTGAGE GROUP, INC., IN THE DISTRICT COURT MICHAEL H. NASSERFAR, MICHAEL E. TASK, and TYCORD R. GOSNAY,
Plaintiffs / Counter-Defendants,
V. OF TRAVIS COUNTY, TEXAS
AMERIPRO FUNDING, INC.,
Defendant / Counter-Plaintiff. 345th JUDICIAL DISTRICT
TEMPORARY INJUNCTION ORDER
Ameripro Funding, Inc.'s ("Ameripro") Application for Temporary Injunction, set forth
in Defendant and Counter-Plaintiff Ameripro Funding, Inc.'s Counterclaim and Sworn
Application for Temporary Injunction and Permanent Injunction, came on for hearing before the
Court on May 26 and May 27, 2015. Based on the pleadings, the evidence submitted, and the
argument of counsel, the Court finds that Ameripro is entitled to entry of a temporary injunction
against Plaintiffs and Counter-Defendants Michael H. Nasserfar ("Nasserfar"), Michael E. Task
("Task"), Tycord R. Gosnay ("Gosnay"), and Oak Mortgage Group, Inc. ("Oak Mortgage") as
set forth below.
The Court finds that, based upon the evidence, Ameripro has met its burden to establish
that it has a probable right of recovery and likelihood of success on the merits on its claims for
misappropriation of trade secrets and confidential and proprietary information, conversion,
breach of fiduciary duty, tortious interference with contract, and breach of contract, in that
Counter-Defendants Nasserfar, Task, Gosnay, and Oak Mortgage have attempted to permanently
destroy Ameripro documents and files, and have taken from Ameripro's computer network and
premises confidential and proprietary information belonging to Ameripro (including but not
Ij0111,19111111111111111111111111111111111111111111 DC BK15168 PG53
limited to Ameripro's pricing information, general ledgers, profit and loss statements, loan
profitability reports, statements of income, customer and referral lists and contact information,
builder preferences or builder contacts or cell phone numbers, pro formas, concession fees,
borrower information, transaction details, templates, loan set-up sheets, e-mails exchanged using
Ameripro servers, correspondence, and other information that had been stored on Ameripro's
computer network or in Ameripro offices) (hereinafter "Ameripro Information").
The Court further finds, based upon the evidence, that Ameripro has met its burden to
establish that Ameripro will suffer a probable, imminent, and irreparable injury until trial on the
merits, absent entry of a temporary injunction, in that Ameripro has shown that the full extent of
injury to Ameripro if this Order did not issue would be very difficult to ascertain or quantify, a
future award of damages would not fully or adequately compensate Ameripro, Ameripro does
not have a legal remedy that is adequate in lieu of injunctive relief, and even to the extent that a
legal remedy might be available, its redress will be limited and inadequate. The Court further
finds that the balancing of the equities as between Ameripro and Counter-Defendants Nasserfar,
Task, Gosnay, and Oak Mortgage favors the issuance of this temporary injunction, and that this
temporary injunction is necessary to preserve the status quo between the parties pending trial on
the merits.
IT IS THEREFORE ORDERED that Counter-Defendants Nasserfar, Task, Gosnay, and
Oak Mortgage, employees of Oak Mortgage, and other entities acting or purporting to act in
participation or concert with them, are commanded forthwith to:
(i) within three (3) days of this Order, provide to Roy Rector of R3 Digital Discovery
(Ameripro's forensic computer expert) forensic images of all original source
media that contains or did contain Ameripro files or information (including but
2 224 DC BK15168 PG54
not limited to flash drives, disks, USB storage devices, external storage devices,
hard drives, cell phones, and laptops) (hereinafter collectively the "Media") in the
possession, custody, or control of Nasserfar, Task, and Gosnay (including in the
possession, custody, or control of their attorneys and/or Lee Whitfield of Digital
Discovery), including all bit by bit forensic copies or images, however and
whenever made, including but not limited to, all such forensic images stored in
any of the following formats: E01, L01, dd, s01, adl and/or gho. The forensic
images of the Media may be reviewed and analyzed by Roy Rector, and by
outside counsel of Ameripro at Graves Dougherty Hearon & Moody ("Graves
Dougherty") as Attorneys' Eyes Only under the Agreed Protective Order, and
Graves Dougherty may show forensic images to in-house counsel for Ameripro so
long as the images relate to Ameripro. The Media from which the forensic
images are made will be preserved and held by Counter-Defendants' attorney,
Charles Bundren, as Attorneys' Eyes Only under the Agreed Protective Order. If
the parties' counsel can agree upon which information contained in the Media
belongs to the respective parties, without Court intervention, then the parties are
authorized to return the other party's information to it or him. Ameripro will
provide to Mr. Bundren forensic images of the three laptops that Counter-
Defendants Nasserfar, Task, and Gosnay returned to Ameripro on January 15-16,
2015 (it was stated on the record that those forensic images were provided to Mr.
Blindren on May 28, 2015 at the hearing).
(ii) desist and refrain from, directly or indirectly, using any of the Ameripro P Information, including but not limited to any of the Ameripro Information
3 225 DC BK15168 PG55
contained on the Media, and from copying, purging, modifying, or destroying any
'Ameripro Information (except to make the forensic images for Roy Rector as set
forth above in this Order).
(iii) desist and refrain from, directly or indirectly, soliciting business from Brohn
Homes, Seaholm Residences, and Clark Wilson Builders.
IT IS FURTHER ORDERED that Ameripro remove any reference to Michael Nasserfar
(e.g., videos, likenesses) from the Ameripro website.
IT IS FURTHER ORDERED that the Parties mediate this case no later than sixty (60)
days from the date of this Order. Such mediation shall take place in Austin, Travis County,
Texas and shall be conducted by a licensed attorney agreed upon by the Parties. Costs of the
mediation shall be shared equally by Counter-Defendants and Ameripro.
IT IS FURTHER ORDERED that this matter is set for trial on the merits on February 22,
2016, in the Travis County Courthouse, 1000 Guadalupe Street, Austin, Travis County, Texas
78701.
In accordance with Rule 684 of the Texas Rules of Civil Procedure, the Clerk shall issue
such temporary injunction order upon Ameripro filing with the Court a bond executed by it and
adequate sureties in the amount of $10,00.00, payable to Counter-Defendants, approved and
conditioned as the law requires and such bond shall remain on file with the Court, as bond for
this Temporary Injunction Order. The Clerk of the Court shall forthwith issue a temporary
injunction in conformity with the law and the terms of this order.
SIGNED this /5day of , 2015 at 3 : a.m.
HON. GISELA D. TRIANA JUDGE PRESIDING
4 226 DC BK15168 PG56
APPROVED:
GRAVES, DOUGHERTY, HEARON & MOODY, P.C. 401 Congress, Suite 2200 Austin, Texas 78701 (512) 480-5764/Fax (512) 536-9908
By: Susan P. Burton State Bar No. 03479350 sburton@gdlim.com Eric G. Behrens State Bar No. 02050700 ebehrens@gdhm.com
ATTORNEYS FOR DEFENDANT AMERIPRO FUNDING, INC.
APPROVED AS TO FORM:
WM. CHARLES BUNDREN & ASSOCIATES LAW GROUP, PLLC 2591 Dallas Parkway, Suite 300 (214) 808-3555/Fax (972) 624-5340
By: Wm. Charles Bundren State Bar No. 03343200 Charles@bundrenlaw.net
ATTORNEYS FOR PLAINTIFFS OAK MORTGAGE GROUP, INC., MICHAEL H. NASSERFAR, MICHAEL E. TASK AND TYCORD R. GOSNAY
5 227 TAB 2 1
VOLUME 2 OF 4 VOLUMES 2 TRIAL COURT CAUSE NO. D-1-GN-15-000785 APPELLATE COURT CAUSE NO. 03-15-00416-CV 3 OAK MORTGAGE GROUP, INC., IN THE DISTRICT COURT E. TASK, and TYCORD R.
6 Plaintiffs, 7 VS. TRAVIS COUNTY, TEXAS 8
11 Defendant. 345TH JUDICIAL DISTRICT
21 On the 26th day of May, 2015, the following proceedings
22 came on to be heard in the above-entitled and numbered cause
23 before the Honorable Gisela D. Triana, Judge presiding, held in
24 Austin, Travis County, Texas;
25 Proceedings reported by machine shorthand. 22
1 have any value to us.
2 We'd already began that process. We imaged all
3 the devices. We'd already searched the devices to try to find
4 anything that could conceivably be argued by AmeriPro as being
5 something that they claim is their property, although we
6 dispute that, and return it. And that's the reason on April
7 the 27th we returned over 20,000 -- I think it's over 20,000
8 electronic files to them which they didn't even look at in
9 their forensic expert's deposition.
10 After your order, we'd already imaged the --
11 imaged the drives. We began searching for and developing
12 search criteria to find the electronic files. We copied, moved
13 those electronic files by image from the devices over to a
14 drive. So they were all returned, and I overnighted that to
15 Ms. Burton on -- on May the 14th, two days after the order was
16 entered. Then I received a letter complaining saying, "Oh, it
17 doesn't have the metadata in it." Well, it does have the
18 metadata in it, and metadata would identify that Mr. Nasserfar
19 was the author. It would identify the date Mr. Nasserfar
20 created a lot of those documents. It would also identify dates
21 that they were revised. So we went back and we made another
22 disc, and I sent that on May 19th, overnighted it again. So
23 all of the electronic files that they had any concept of any
24 argument at all that belonged to them, anything we could find
25 that conceivably be something they would argue about, it's all 41
1 MS. BURTON: Thank you.
2 THE COURT: You're welcome.
4 having been first duly sworn, testified as follows:
6 BY MS. BURTON:
7 Q, Mr. Overhauser, would you please tell the Court your
8 full name.
9 A. Chad Michael Overhauser.
10 Q. Where are you employed?
11 A. AmeriPro Funding.
12 0. Would you --
13 THE COURT: I'm sorry Did you spell that for
14 the court reporter?
15 THE WITNESS: I did not.
16 THE COURT: Would you spell that for the court
17 reporter?
18 THE WITNESS: Last name?
19 THE COURT: Yes.
20 THE WITNESS: 0 V E R H A U S E R.
21 THE COURT: Thank you.
22 Q. (BY MS. BURTON) What's your title at AmeriPro?
23 A. President.
24 Q. And what is the business of AmeriPro? What does
25 AmeriPro do? 42
1 A. Residential mortgage loans.
2 Q How long has AmeriPro been in business?
3 A. 13 years -- or 12 years. Sorry.
4 Q. Were you responsible for AmeriPro being started?
5 A. Yes.
6 Q. In what capacity?
7 A. I was the founder and president of the company.
8 Q. And where is it located?
9 A. 8300 North Mopac.
10 Q. Here in Austin?
11 A. In Austin, Texas.
12 Q. Has it always been an Austin business?
13 A. Yes.
14 Q. Any other offices other than in Austin?
15 A. Yes. We have an office -- oh, other than Austin?
16 Q. Yes, sir,
17 A. I'm sorry. Yes. We have offices in Dallas, Houston,
18 Oklahoma, state of Colorado, Florida, state of Arizona, and
19 state of California.
20 Q. Okay. And the corporate office is here in Austin?
21 A. Correct.
22 Q. You said you're the president of AmeriPro. Generally
23 describe what you do on a day-to-day basis at AmeriPro.
24 A. I am in charge of the day-to-day operations of the
25 company. 44
1 A. Yes, it does.
2 Q. Tell the Court -- I mean, you said AmeriPro is a
3 residential mortgage company, but can you describe it any more?
4 What would differentiate AmeriPro from other residential
5 mortgage companies?
6 We're a residential mortgage lender, but we also
7 operate as a mortgage banker which is a coined phrase in the
8 industry, meaning that we both go out and originate loans for
9 customers and clients, we process the loans, we underwrite the
10 loans, we close and fund them many times in our own name and in
11 some cases we service the loans also.
12 Q. You're aware -- you know you know Mr. Nasserfar,
13 Mr. Task, and Mr. Gosnay, correct?
14 A. Yes, I do.
15 Q. And when -- as president of AmeriPro, did you have
16 some level of supervision or management over those -- those
17 people?
18 A. I did,
19 Q. And how -- in what capacity of Mr. Nasserfar?
20 A. Mr. Nasserfar direct report -- reported to me.
21 Q. So you were his immediate supervisor?
22 A. I was Mr. Nasserfar's direct report's immediate
23 supervisor.
24 Q. Who was his -- who was the immediate supervisor?
25 A. Larry Crisp. 45
Q. The second -- you were the second in line?
A. Yes, ma'am
Q. What about Mr. Task?
4 A. Yes, same.
5 Q. And Mr. Gosnay?
6 A. Same.
7 Q. So did you have general knowledge of what they for --
8 for AmeriPro, what they were supposed to be doing, that kind of
9 thing?
10 A. Yes.
11 Q. What was Mr. Nasserfar's job title when he left
12 AmeriPro?
13 A. He was producing branch manager.
14 Q. For what branch?
15 A. For the Lakeway branch.
16 Q. What about Mr. Task?
17 A He was the sales manager for the same branch.
18 Q. And Mr. Gosnay?
19 A. I believe he was a loan originator and loan services
20 department, same branch.
21 Q. And were there any other employees at that branch?
22 A. Those were the only three employees at that location.
23 Q. And is that -- where was that location?
24 A. In the Hill Country Galleria.
25 Q. And is that location still open and functioning as a 46
1 branch office of AmeriPro?
2 A. No, it is not.
3 Q. And why -- why not?
4 A. There is no business coming from that branch so
5 currently it is empty.
6 Q. And when did that business go away?
7 A. Immediately after they resigned, end of January.
8 Q. So all clients, customers of that branch went
9 basically to that -- the Nasserfar team?
10 MR. BUNDREN: Objection, leading.
11 Q. (BY MS. BURTON) Where did the business go that was
12 coming to the Lakeway branch when Mr. Nasserfar, Mr, Task, and
13 Mr. Gosnay were there?
14 A. Any business that was in the pipeline we transferred
15 to the corporate office at AmeriPro and we -- they -- our
16 business -- or new incoming business, I'm sorry, were -- weened
17 off or slowed down very dramatically after that period of time.
18 Q. Any plans to reopen the AmeriPro branch office there
19 in Lakeway?
20 A. No, there is not.
21 Q. And why was that branch -- when was that branch
22 established?
23 A. The branch was established around the beginning of
24 2014.
25 Q. And why -- why did as you as president of Ameripo 47
1 of AmeriPro decide to open that branch in Lakeway?
2 A. Mr. Nasserfar had worked for the company out of the
3 corporate office for a couple years, had expressed a -- a
4 willingness and wanted to become a branch manager and looked at
5 that location specifically due to the future growth opportunity
6 off the 71 corridor and 620 corridor, and it was close to where
7 he currently resides and thought it would be a great business
8 opportunity so he approached me specifically about opening a
9 branch out there.
10 Q. And what was your response or your reaction?
11 A. I thought that the business opportunity made sense,
12 it's a big growth corridor for the general Austin area, and we
13 wanted to support Michael in his professional growth.
14 Q. And describe what type of time or effort AmeriPro put
15 into opening that branch.
16 A. The lease negotiations took several months. During
17 that time we put Mr. Nasserfar and Mr. Task in an executive
18 suite in that same general vicinity and the lease negotiations
19 were finalized and I believe the office -- that -- the new
20 permanent office opened in August of 2014, so I would say from
21 beginning to end the better part of 10 months to 12 months.
22 Q. It was 10 months to 12 months to get that branch
23 office opened in Lakeway?
24 A. From the beginning of contract negotiation to when
25 the new permanent location opened, yes. 48
1 Q. What other efforts did AmeriPro have to undergo to
2 open that branch office?
3 A. We had to invest a tremendous amount of money in
4 building out the branch office for tenant improvements. We had
5 furnitures, fixtures, equipment, licensing requirements,
6 everything that is required to get a new location started.
7 Q. And how involved was -- was Mr. Nasserfar with those
8 activities?
9 A. He was involved as necessary for his position. We
10 wanted him to remain focused on originating new loans. So
11 he -- we kept him informed of what was going on during the
12 process. He was informed of -- he was a part of the floor-plan
13 decision, some of the furniture that we purchased or decided to
14 reuse from a different office. So he was involved in the space
15 and it's creation.
16 Q. Was there -- would you was there a general
17 business plan for that branch or a model that -- you've talked
18 about a little bit about why it was open, but was there some
19 sort of plan or strategic goal?
20 A. Yeah. So Michael and his team had a significant
21 amount of origination business that was a great stepping-off
22 point to open up a location. We believed in the general
23 geography around that office, that it would continue to allow
24 them to grow. The plan was for him to go and recruit and add
25 new originators to that location and to continue to grow as a 49
business from a -- a personal referral perspective and a
builder perspective.
3 Q. And he was going to -- going to be and became the
4 branch manager, correct?
5 A. Correct.
6 Q. And was he always an AmeriPro employee? Regardless
7 of being a branch manager at a separate branch, was he an
8 Ameripo AmeriPro employee?
9 A. Yes.
10 Q. Did that did that ever change?
11 A. No.
12 Q. What was the primary source -- what turned out to be
13 the primary source of business for that branch?
14 A. The primary source of business for that branch was
15 builder loans or -- they solicited builders and developers
16 for -- to use them for their clients.
17 Q. And so it opened in August of 2014, correct?
18 A. Yes, the new -- the permanent location did, yes.
19 Q. And then Mr. Nasserfar and Task and Gosnay left in
20 January 2015; is that right?
21 A. Correct.
22 Q. Was that branch -- was it successful? Was it looking
23 like it was going to be successful?
24 A. We thought for the first year of opening a new
25 location that it was doing well for its first year opening. 50
1 It's a -- it's a big -- it's a big effort to open a new
2 location. It's a big financial investment from a long-term
3 perspective and a short-term perspective, and we felt like it
4 was going -- doing well in 2014 especially considering where
5 the industry had gone.
6 Q. Do you know what the term "preferred lender" means?
7 A. Yes.
8 Q. And was -- what does that mean in general?
9 A. In general, builders or other corporate customers
10 will have strategic partnerships with lenders and they will be
11 called "preferred lenders" because of the level of trust and
12 their operating system and how they do business.
13 Q. And was AmeriPro, specifically the -- Mr.
14 Nasserfar's -- the branch Mr. Nasserfar ran, was that a
15 preferred lender for any builders?
16 A. Yes, it was.
17 Q. Which builders?
18 A. Centerra Homes, Brohn Homes, Seaholm Condominium
19 project, and I can't remember specifically, but there were
20 others in the past, too.
21 Q. And again, the first -- is that a relationship that
22 AmeriPro fostered, the -- the preferred lender relationship?
23 A. Yes.
24 Q. And in what way?
25 A. We met with the owners or operators of those 51
1 companies. Typically, we built a communication platform and a
2 process around that. Michael was involved in that. It was a
3 partnership for all parties that were involved, which would
4 include Michael and his team and the corporate office and the
5 operations team, to make those relationships successful.
6 Q. When you say "Michael," are you talking about Michael
7 Nasserfar?
8 A. I'm sorry. Michael Nasserfar and Michael Task.
9 Q. And Michael Task?
10 A. Yes.
11 Q. Is AmeriPro still a preferred lender for any of those
12 builders that you mentioned?
13 A. We are still on -- a preferred lender on the Web site
14 with Seaholm, I believe, but not for Brohn Homes or Centerra.
15 Q. And is Oak Mortgage, to your knowledge, a preferred
16 lender for Seaholm?
17 A. To my understanding they are now.
18 Q. And what about -- is Oak Mortgage a preferred lender
19 for Centerra?
20 A. To my knowledge, they are, yes.
21 Q. And are they a preferred lender for Brohn?
22 A. To my knowledge, they are, yes.
23 Q. And prior to Mr. Nasserfar -- I'm going to call them
24 the Nasserfar team, If I say that you'll understand that's
25 Mr. Task, Mr. Gosnay, Mr. Nasserfar? 52
1 A. Yes.
2 Q. Prior to the Nasserfar team -- prior to the Nasserfar
3 team leaving, was Oak Mortgage a preferred lender for any of
4 those entities you named?
5 A. Not to my knowledge.
6 Q. Okay. Turn your attention to the resignation of the
7 Nasserfar team and events that followed. So can you just
8 describe to the Court, how did you find out that the Nasserfar
9 team had resigned or was resigning?
10 A. I was in the HR office on January 15th and got
11 notified that Mr. Gosnay -- we had received a package from
12 Mr. Gosnay that contained his computer, his key, and a letter.
13 Tnen correspondingly, the HR office reached out, I believe, to
14 both Mr. Nasserfar and/or Mr. Task and so did their immediate
15 supervisor, Larry Crisp.
16 Q. Okay. Would you look at Exhibit, in your notebook
17 there, 2, 3, and 4. Are those the resignation letters of
18 Mr. Nasserfar, Task, and Gosnay?
19 A. You said 2, 3 and 4?
20 Q. Yes.
21 A. Yes, they are.
22 Q. And let's start with Mr. Gosnay. What date is on his
23 letter, which is Exhibit 4?
24 A. January 15th.
25 Q. And Mr. Task, what date did he resign? 53
1 A. January 16th.
2 Q. What date did Mr. Nasserfar resign?
3 A. January 16th.
4 Q. Did you personally reach out to any of those
5 individuals?
6 A. I called Mr. Nasserfar on the evening of the 15th.
7 Q. And what -- did you get to talk to him or...
8 A I left a voice mall. I also sent him a text right
9 after that phone call. I have not spoken to Mr. Nasserfar.
10 Q. To your knowledge, did Mr. Nasserfar call anyone else
11 back from AmeriPro?
12 A. Not that I'm aware of.
13 Q. How about Mr. Task or Mr. Gosnay?
14 A. Not that I am aware of.
15 Q. And why were you calling Mr. Nasserfar on the 15th of
16 January?
17 A. Because as of the evening of the 15th, his direct
18 supervisor, Mr. Crisp, had not heard back from Mr. Task or
19 Mr. Nasserfar and the HR department had not heard back from
20 either of them.
21 Q. So you
22 A. And we were wondering what was going on on the
23 evening of the 15th.
24 Q. Did you have any prior notice that the three of them
25 were resigning and leaving that branch office? 54
1 A. No.
2 Q. You see in those letters, Exhibits 2, 3, and 4, they
3 state they're returning certain things, correct?
4 A. In 2 and 3 -- in 2 and 3. 4 does not --
5 Q. That's right. Mr. Gosnay --
6 A. -- specifically say anything.
7 Q. Sorry. But 2 -- Exhibit 2 and 3 Mr. Nasserfar and
8 Mr. Task listed certain items that they are returning, correct?
9 A. Yes.
10 Q. Are you aware that -- and that list just -- just to
11 summarize, basically it's their laptop and their keys and their
12 card -- access cards, that kind of thing?
13 A. Yes.
14 Q. Did they return anything else other than the items
15 stated in those letters, Exhibit 2 and 3?
16 A. Not that I am aware of.
17 Q. Are you aware of them ever returning any hard copies,
18 any paper copies of anything at the time of their resignation?
19 A. No.
20 Q. Did they ever return any property or any information
21 prior to -- prior to AmeriPro filing the counterclaims against
22 them?
23 A. No.
24 Q. Okay. At the time they resigned, were there loans
25 that they were all working on? 55
A. Yes.
Q. Were -- were each of these persons, Nasserfar, Task,
and Gosnay, loan originators?
A. At the time I believe so, yes.
5 Q. And would that mean that they all had loans they were
6 responsible for to work and to make sure got processed?
7 A. Yes.
8 Q. So when they left there were loans that were in
9 existence that were still being processed?
10 A. Yes.
11 Q. Did they make any effort to transition those loans or
12 make sure they were taken care of?
13 A. Not that I'm aware of.
14 Q. What -- how did this affect those loans in process?
15 What did AmeriPro have to do after the resignation?
16 A. We tried to take the -- what we believe was the
17 existing pipelines of loans in process, put it with loan
18 originators at our corporate office, and reach out and contact
19 those customers, more specifically the starting with the
20 ones that had closing dates that were the soonest and working
21 our way back.
22 Q. Describe what effect that had on the business of
23 AmeriPro. What -- what effect did those resignations have?
24 A. We -- that -- because we did not have any assistance
25 in the transition, the transition was difficult. You know, 56
1 trying to communicate with borrowers that amount of changeover
2 in shift is always a -- a difficult time and our customer
3 service level during that transition was not what I desired it
4 to be because of that.
5 Q. Let me -- we're going to talk now about the
6 various -- in a minute we're going to talk about the various
7 employment agreements that these individuals signed at
8 AmeriPro, but before we do that, I'm going to ask you after
9 they resigned, after the Nasserfar team resigned, did AmeriPro
10 take any action to try to remind them of their obligations?
11 A. Yes, I believe legal sent out a letter that reminded
12 them of their contractual obligations.
13 Q. And would you look at Exhibit 6 and 7.
14 A. 6 and 7?
15 Q. Yes.
16 A. Okay.
17 Q. Do you recognize Exhibit 6?
18 A. It's a letter to Mr. Holden Thomas.
19 Q. Actually, let me start -- I'm sorry. Go back to
20 Exhibit 5. Do you recognize Exhibit 5?
21 A. Yes. That's a letter to Mr. Nasserfar.
22 Q. Who's it from?
23 A. All Hedayatifar, general counsel, General Holdings.
24 Q. And what's the date?
25 A. January 19th. 60
1 regarding our legal rights.
2 MS. BURTON: Ask that Exhibit 6 be admitted.
3 MR. BUNDREN: No objection.
4 THE COURT: 6 will be admitted.
5 Q. (BY MS. BURTON) So this -- as of January 20th, did
6 you know whether or not the Nasserfar team was working for Oak
7 Mortgage?
8 A. I believe that's the day I found out, yes.
9 Q. And how did you find out?
10 A. I believe one of my employees came and told me that's
11 where they had gone.
12 Q. And prior to the Nasserfar team -- Nasserfar team
13 working or Oak -- prior to the Nasserfar team going to Oak
14 Mortgage, did Oak Mortgage have an Austin -- Austin office that
15 you were aware of?
16 A. I was not aware of an Austin office that they had.
17 Q. And is Oak Mortgage a competitor of AmeriPro?
18 A. Yes, it is.
19 Q. And are they in the same business?
20 A. Yes, they are.
21 Q. What did you find out about the presence of an Oak
22 Mortgage office in Austin after January 20th, 2015?
23 A. I found out that Michael -- the Nasserfar team or the
24 team as described earlier had moved to Oak Mortgage and that
25 they were starting a branch location out in the same general 1 vicinity where our location was.
2 Q. And did you find out where that actual office was?
3 A. Later I did, yes.
4 Q. Where?
5 A. I believe at that point in time it was in the
6 executive suites in the same complex as our office.
7 Q So same complex as the AmeriPro Lakeway office?
8 A. Correct, yes.
9 Q. And how far away, do you have any idea?
10 A. I'd say it's probably a three-minute walk, It's in
11 the same general Hill Country Galleria shopping area.
12 Q. Were you surprised about this -- these turn of
13 events?
14 A. Yes, I was.
15 Q. Why?
16 A. I thought that we were moving successfully into the
17 new year. We were looking forward to a great 2015. I did not
18 know that Michael and his team had a plan to leave the company.
19 Q. Did Mr. Nasserfar, Mr. Task, and Mr. Gosnay sign
20 various employment agreements while they -- while they worked
21 at AmeriPro?
22 A. Yes, they did.
23 MS. BURTON: And, Your Honor, these are
24 employment agreements that I'm going to go through hopefully
25 relatively quickly that we did attach to the bench brief. 63
1 ask for admission of Exhibit 8.
2 (Applicant's Exhibit Number 8 offered.)
3 THE COURT: Any objection?
4 MR. BUNDREN: Which exhibit?
5 THE COURT: 8.
6 MS. BURTON: It was not. That's why I am asking
7 for it to be admitted.
8 MR. BUNDREN: Oh, okay. I don't see any
9 objection for this purpose.
10 THE COURT: 8 will be admitted.
11 Q. (BY MS. BURTON) Mr. Overhauser, when did
12 Mr. Nasserfar start working for AmeriPro, what year?
13 A. I believe it was 2011 or 2012. I would need to refer
14 to the agreements to be specific.
15 Q. Go ahead.
16 A. Oh. 2011.
17 Q. So is it your understanding that as a condition of
18 receiving access to AmeriPro's confidential information that
19 Mr. Nasserfar had to sign that proprietary information
20 agreement?
21 MR. BUNDREN: Objection, leading.
22 A. Yes.
23 Q. (BY MS. BURTON) And if you look at those employment
24 agreements you referenced which -- why was he signing different
25 employment agreements? 66
1 Q. No discussion about that at all?
2 A. Nope.
3 Q. Is it your testimony that AmeriPro does have
4 confidential information?
5 A. Yes, it is.
6 Q. Describe what that is.
7 A. It would be our leads, prospects, loans in process,
8 profit and loss, general ledger accounts, our vendors. It can
9 contain forms and documents, processes. It contains the
10 entirety of what we use to operate our business on a daily
11 financial basis.
12 Q. Do you have any particular databases, AmeriPro --
13 does AmeriPro have databases in which it keeps confidential
14 information?
15 A. Yes. We have our operating system which contains all
16 of our borrower information, which would be confidential. We
17 have our accounting system which contains all of our accounting
18 data, vendors, payees, payors, et cetera. That would be
19 confidential information.
20 Q. How are -- how are those databases protected by
21 AmeriPro?
22 A. Every office location has a secure access physically
23 and we've got -- you have to sign on to a network. Then you
24 have another sign-on authentication into those respective
25 systems. 67
Q. And was -- did Mr. Nasserfar have access to the --
2 what are the names of the databases?
3 A. Encompass is our operating system and Accounting for
4 Mortgage Bankers or AMB is our accounting system.
5 Q. Did Mr. Nasserfar have access to Encompass?
6 A. Yes, he did.
7 Q. Did he have access to AMB?
8 A. Yes, he did.
9 Q. Did Mr. Task have access to Encompass?
10 A. Yes.
11 Q. What about AMB?
12 A. Not to my knowledge.
13 Q. Who has access to AMB?
14 A. Typically accounting -- our accounting system outside
15 of corporate accounting department would be your executive
16 level, so, for instance, myself, the head of sales, and then
17 the branch manager at every branch location has access to
18 accounting department
19 Q. And as a branch manager, they have access to -- to
20 what, just their branch?
21 A. They have access to all of the transactions for their
22 cost center or their branch, yes.
23 Q. Did -- does the Encompass database also contain
24 borrower information?
25 A. It does, yes. 68
1 Q. And how is that protected? Is that protected -- I'm
2 sorry. How is that protected?
3 A. In the same manner. You have -- the physical
4 location has security. You have to sign on to the network and
5 then you have a separate username and password sign-on into
6 Encompass.
7 Q. Let's turn back to the employment agreement for
8 Mr. Nasserfar, Exhibit 11. Does it also contain a
9 nonsolicitation provision?
10 A. Yes, it does.
11 Q. And that would be a nonsolicitation -- if you want to
12 look at it, it's paragraph 5.
13 A. 5(e), I believe.
14 Q. And who does it prohibit solicitation of?
15 A. Customer, and 5(e)i, "customer, payor, or supplier,
16 and then in 5(e)iii, "any Employee or consultant of the
17 Company."
18 Q. And sticking with the nonsolicitive customer, how
19 does -- as president of AmeriPro, how do you -- how does
20 AmeriPro define "customer"?
21 A. Customer is anyone that does business with the
22 company, the consumer themselves or anybody who's in a position
23 to refer a potential customer.
24 Q. And who would be included in the referral sources?
25 A. Real estate agents, builders, CPAs, certified 69
financial planners, anybody that's in the industry that has an
ability to refer business.
3 Q. And what -- is there anything that AmeriPro considers
4 confidential when it comes to referral sources?
5 A. I'm sorry. Can you clarify?
6 Q. What kind of confidential information does AmeriPro
7 keep or maintain about referral sources?
8 A. Oh. So you typically -- specifically as it relates
9 to builders we keep a -- we have a process by which we handle
10 their business and in some cases we have incentives for the
11 clients, the consumers themselves.
12 Q. Explain that. What do you mean by "incentives"?
13 A. We will give a customer, i.e., what I mean by that is
14 the end user who is securing a mortgage from us, a -- a lender
15 credit or a financial benefit for the transaction.
16 Q. And how is that confidential?
17 A. Because it's something that we've agreed to do
18 specifically for the referrals that come from a particular
19 source.
20 Q. So, for instance, you might have a particular deal
21 with Centerra Homes --
22 A. Uh-huh.
23 Q. -- and a different deal --
24 A. Yes.
25 Q. -- with Brohn Homes; is that correct? 70
1 A. Correct.
2 Q. And are you what do you -- you try to maintain the
3 Centerra information confidential and not disclose it to other
4 realtors?
5 A. Typically, yes.
6 Q. And you think -- is that something that you believe
7 is standard in the industry?
8 A. Yes.
9 Q. Not -- I mean, the confidentiality is not -- it's not
10 just AmeriPro, other mortgage companies would want that also?
11 A. Correct.
12 Q. What other type of information does AmeriPro compile
13 as far as its relationships with referral sources that's
14 considered confidential? Do you have relationships with title
15 companies?
16 A. We do.
17 Q. And what -- what's the --
18 A. It would be considered, I would think, a customer
19 list. So on every transaction the originator is required to
20 put in the referral source so that we understand where our
21 business is coming from so that we can properly manage that
22 business today and in the future.
23 Q. Is that information about referral sources -- would
24 that be valuable to a competitor?
25 A. Yes, it would be. 1 Q. Why?
2 A. Because they would know exactly who we had received
3 business from, the amount of business, the type of business
4 that we had been receiving from them.
5 Q. And is that information AmeriPro maintains somewhere?
6 A. Yes, it's maintained in our operating system.
7 Q. And that's Encompass?
8 A In Encompass, yes.
9 Q. Which is protected and secure?
10 A. Correct.
11 Q. And if you look back at Exhibit 11, the provision --
12 is there a provision in there regarding ownership of leads and
13 loans in process?
14 A. Yes, in 5(f).
15 Q. And what does that say?
16 A. It says, "The Employee acknowledges that all leads
17 and loans and process are company's property. Employee agrees
18 to provide upon termination a written account of any and all
19 open leads, business prospects and/or loans in process as of
20 the date of his or her termination and agrees not to take any
21 action to divert such loans to a competitor or away from the
22 Company."
23 Q. Did Mr. Nasserfar comply with that provision?
24 A. No, he did not.
25 Q. And Mr. Task? 75
1 Q. Well, to your knowledge, has he ever requested that
2 from you?
3 A. No.
4 Q. Or anyone else at AmeriPro that you know of?
5 A. Not to my knowledge, no.
6 Q. Was his employment in good standing at the time he
7 left AmeriPro?
8 A. No, it was not.
9 Q. Why not?
10 A. Because he did not per his agreement turn over a list
11 of leads or prospects or loans in process and he did not assist
12 in helping them close, which I believe is defined in section
13 5(e) also or section 5(f) more specifically.
14 Q. And I'll say one more thing on the employment
15 agreement, Exhibit 11. Is it -- what does -- what does it say
16 about returning AmeriPro's confidential information?
17 A. Sorry. I need to read it. Are you referring to --
18 Q. Section 5.
19 A. -- 5(f) specifically or 5(h) that says, "The Employee
20 agrees upon the termination of his employment that he or she
21 will immediately refrain from and discontinue making any
22 representation of his employment with the Company"?
23 Q. I'm asking you about what is -- what was
24 Mr. Nasserfar's obligation about returning confidential
25 information? 76
1 A. He needed to return it immediately.
2 Q. And did -- did he do so?
3 A. No.
4 Q. And then we've talked about Mr. Nasserfar's
5 employment agreements. If you'll look at 13, 14, 15, 16, and
6 17, those are all Mr. Task's employment agreements.
7 MS. BURTON: They're all -- they're all already
8 admitted, correct?
9 THE COURT: (Nods head affirmatively.)
10 Q. (BY MS. BURTON) So those are all Mr. Task's
11 employment agreements, correct, Mr. Overhauser?
12 A. Yes.
13 Q. And would those contain the same or similar
14 provisions as Mr. Nasserfar that we discussed earlier?
15 A. Yes, they would.
16 Q. What was Mr. Task's last position at AmeriPro before
17 he resigned? I think that's 17.
18 A. Sales manager.
19 Q. At the AmeriPro Lakeway office?
20 A. Correct.
21 Q. And like Mr. Nasserfar, was he -- did he sign a new
22 employment agreement every time he got a new position?
23 A. Yes.
24 Q. And if you look at Exhibit 14, can you identify that,
25 please? 77
A. Exhibit 14 is a proprietary information agreement.
2 Q. And was it signed by Mr. Task?
A. Yes, it was.
4 Q. And what's the date on that?
5 A. March 11, 2011.
6 Q. And like Mr. Nasserfar, would he be required to sign
7 that before he was given access to confidential information?
8 A. Yes.
9 Q. And was that one -- one of the many ways AmeriPro
10 tried to protect its confidential information?
11 A. Yes.
12 Q. Are you aware of Mr. Task returning any documents,
13 either paper or electronic, after he resigned and before this
14 litigation?
15 A. No.
16 Q. If you look at 18 and 19, which have also been
17 admitted, just -- are those Mr. Gosnay's employment agreements?
18 A. Yes.
19 Q. And was he -- what was Mr. Gosnay's title?
20 A. Loan officer.
21 Q. And when was he first employed?
22 A. May of 2014, it appears.
23 Q. And then if you'll look at Exhibit 20, can you
24 identify that?
25 A. Confidential information and company property. 78
Q. And was that signed by Mr. Gosnay?
2 A. Yes, it was.
3 Q. Does that document contain a definition of
4 "confidential information"?
5 A. Yes, it does.
6 Q. And does it also require Mr. Gosnay to return that
7 information upon termination?
8 A. Yes, it does.
9 Q. And what does it say about whether he can keep any
10 copies?
11 A. It says you cannot retain any copies.
12 Q. And you are you aware of Mr. Gosnay returning
13 anything at the time he resigned, any paper documents,
14 electronic files, anything like that?
15 A. No, I am not.
16 Q. We talked earlier about the provision regarding
17 them the employees who leave providing AmeriPro with a list
18 of loans in process. Do you recall that?
19 A. Yes.
20 Q. What's the reason -- why does AmeriPro require that
21 in their agreements?
22 A. One of the reasons that we require it is to make a
23 smooth transition for the current customers in the company's
24 pipeline.
25 Q. Isn't it true that some of that -- that the 79
1 information would be in AmeriPro's computer database?
2 A. If a loan -- if the customer had made application
3 with the company, it would be in the company's operating
4 system, yes.
5 Q. So what would AmeriPro need in order to have a smooth
6 transition?
7 A. We would need not only the information that is
8 contained in the operating system but any conversations that
9 may have happened with that customer that would not be
10 contained in the operating system.
11 Q. So who would have knowledge of that?
12 A The loan officer of -- that is on that particular
13 file, the salesperson.
1 4 Q. And did you get -- get any of that information from
15 the Nasserfar team, anything about conversations?
A. No.
17 Q. Did you get anything about the loans in process?
18 A. Not to my knowledge.
19 Q. Are you aware that Mr. Nasserfar and Mr. Task and
20 Mr. Gosnay claim they're owed commission under that section,
21 section 5(g)?
22 A. I am aware of that, yes.
23 Q. And why hasn't AmeriPro paid them their commissions?
24 A. Because they did not leave in good standing.
25 Q. And is that -- that what the agreement says, that 80
1 they have to be in good standing?
2 A. Correct.
3 Q. And why weren't they in good standing?
4 A. Because they did not turn over a list of leads ,
5 prospects, loans in process, or assist in the closing of those
6 loans.
7 Q. In this litigation you're aware AmeriPro's made
8 certain claims against Oak Mortgage and the Nasserfar team,
9 correct?
10 A. Yes.
11 Q. What is basically the basis of the claims against Oak
12 and those individuals?
13 A. The basis of the claim is that our information our
14 confidential information was stolen. It was taken from us and
15 used to compete directly against us in a new location in -- in
16 the direct vicinity of our existing Lakeway office.
17 Q. What type of information have you learned that
18 Nasserfar and -- the Nasserfar team took and
19 A. To date --
20 Q. Yes.
21 A. -- I'm aware of, again, profit and loss statements
22 for the branch location, detailed general ledger accounts for
23 the branch location, funded list -- funded loan reports which
24 contain the revenue and expenses associated to the loans
25 alongside of other confidential information, a copy of the 81
1 company's master lease for the Lakeway location, a copy of the
2 benefits division employee paid/company paid for health
3 insurance and dental and life insurance benefits that the
4 company has, and then more specifically, a general list of all
5 the loans closed by the branch and what type of loan they were.
6 Q. And how have you learned that that information was
7 taken?
8 A. Through the process of discovery.
9 Q. And would that type of information give a competitor
10 a competitive advantage?
11 A. Yes, it would.
12 Q. And why?
13 A. Because in the establishment of a new location they
14 would know exactly how much volume would be coming. They'd
15 know how many loans are coming. They'd know what type of
16 loans. They'd know what the average revenue to expect on a
17 loan was, what the average expenses for a loan are and they'd
18 know the expenses of the branch, i.e., telecom, copier. They
19 would just know exactly what does it take to run the branch and
20 have an expectation of how much revenue and volume is coming
21 into the branch. They'd have a head start in starting a new
22 location.
23 Q. Is that information that you had ever authorized
24 Mr. Nasserfar or Mr. Task or Mr. Gosnay to give to anyone
25 outside of AmeriPro? 82
1 A. No, it's not.
2 Q. Okay. We've talked a little bit about the steps
3 Americo take -- AmeriPro takes to protect its confidential
4 information and you just talked about the -- the databases
5 being password protected. What else does AmeriPro do?
6 A. So we have -- again, physical locations are secured.
7 We have a sign-on process to get into the domain or the -- the
8 company's computer system, and then you have another
9 authentication process, username and password, to get into both
10 the loan origination system, Encompass and into the accounting
11 system, the Accounting for Mortgage Bankers or AMB.
12 Q. Do you have an employee handbook?
13 A. Yes, we do.
14 Q. Look at Exhibit 21, Is that a correct copy a
15 current copy of the AmeriPro employee handbook?
16 A. It appears so, yes.
17 Q. What's the date on it? If there is a date.
18 A. There's no date on this.
19 Q. If you look at the bottom of the page -- look
20 right -- it says, "Revised."
21 A. It says -- where is it? "Revised February" -- sorry.
22 It was on the next page. "Revised February 1, 2014."
23 Q. Okay. Does this handbook contain a policy on
24 confidential information?
25 A. I believe it does, yes. 83
1 Q. Page 56?
2 A. Of Exhibit 21?
3 Q. Yes.
4 A. I'm sorry. You're referring to the actual page or
5 the marker on the bottom right-hand corner?
6 Q. The actual page.
7 A. Okay.
8 Q. What is -- what's the policy called?
9 A. Confidential information and company property.
10 Q. Does that contain a definition of "confidential
11 information"?
12 A. Yes, it does.
13 Q. Would that, based on your understanding, be generally
14 accurate?
15 A. Generally, yes, it would be.
16 Q. And is it your understanding that Mr. Task and
17 Mr. Nasserfar and Mr. Gosnay all received a copy of this
18 handbook?
19 A. Yes.
20 Q. If you'll look at -- I think 21 is the handbook.
21 Look at Exhibit 22.
22 MS. BURTON: Mr. Bundren, can we stipulate they
23 received a copy of the handbook, Exhibits 22 and 23 and 24?
24 MR. BUNDREN: 21 was already produced.
25 MS. BURTON: Yeah. 22 and 23. 84
1 MR. BUNDREN: For purposes of this hearing, I
2 don't have any objection.
3 THE COURT: Okay.
4 (Applicant's Exhibit Numbers 22, 23 offered.)
5 MS. BURTON: Move for admission of AmeriPro
6 Exhibits 22 and 23.
7 THE COURT: 22 and 23 will be admitted.
8 Q. (BY MS. BURTON) All right. Mr. Overhauser, if
9 you'll look at Exhibit 25, please. Do you have that in front
10 of you?
11 A. I do.
12 Q. Can you identify that?
13 A. It appears to be text messages.
14 Q. Between who?
15 A. Jason, Michael, and Michael.
16 Q. Michael -- and this is a deposition exhibit for
17 Mr. Nasserfar -- "Michael" and "Michael" being Task and
18 Nasserfar?
19 A. I assume so, yes.
20 Q. If you look at the bottom of that page, do you see
21 that screen shot of a document?
22 A. Yes.
23 Q. Well, first of all, can you see what -- what let
24 me start that over.
25 If you look at that screen shot, what does that 85
1 appear to be?
2 A. A text message.
3 Q. And what's the screen shot? What's the document?
4 A. In the bottom right-hand -- bottom corner it is a --
5 it looks like a picture of a pipeline.
6 Q. What do you mean?
7 A. Closing report.
8 Q. Okay. Say -- explain what that is.
9 A. Michael kept an Excel document that had all of his
10 projected closings with notes and statuses.
11 Q. So who does the document belong to?
12 A. The company.
13 Q. AmeriPro?
14 A. Correct.
15 Q. So what is this showing?
16 A. It's showing company information regarding its
17 customers.
18 Q. All right. So are there customer/borrower names on
19 there?
20 A. Yes.
21 Q. And is that confidential information?
22 A. It is.
23 Q. Is that something that's publicly available at this
24 point in time?
25 A. No, it's not. 86
1 Q. I mean, at the time this document is created?
2 A. No, it's not.
3 Q. Can you tell who that -- who is that document being
4 given to?
5 A. I assume it's someone named Jason.
6 Q. Okay. But you don't know who that is?
7 A. I do not.
8 Q. Okay. If that was being given to a competitor, would
9 that be in violation of Mr. Nasserfar's duties to AmeriPro?
10 A. Yes, it would be.
11 Q. Why are borrower names confidential?
12 A. Because borrowers' information is protected by
13 several rules or regulations in our industry.
14 Q. And that's something you-all maintain?
15 A. Correct.
16 Q. If you look at Exhibit 26, you go to the spreadsheet
17 that's included in that Exhibit, do you see that?
18 A. Correct.
19 Q. Does that appear to be the is that an internal
20 AmeriPro document?
21 A. Yes, it is.
22 Q. And what is it?
23 A. It's a pipeline report.
24 Q. Does it appear to be the same pipeline report you
25 just looked at in the text message? 85
1 part of that exhibit.
2 THE COURT: All right. 25 and 26 will be
3 withdrawn.
4 Q. (BY MS. BURTON) So, Mr. Overhauser, I refer you to
5 Exhibit 27.
6 A. I'm there.
7 Q. Okay. In November of 20 -- in November of 2014, was
8 Mr. Task still employed by AmeriPro?
9 A. Yes, he was.
10 Q. And if you're -- you were -- do you recall seeing
11 this document before, Exhibit 27?
12 A. I do.
13 Q. Okay. And it's an e-mail, correct, from Jackson
14 Thomas at Oak Mortgage to Michael Task?
15 A. Yes.
16 Q. And if you look and see what Mr. Thomas is asking
17 Mr. Task to give him, is there anything in there that's
18 AmeriPro's confidential information?
19 A. Yes, there is.
20 Q. What?
21 A. The year-to-date profit and last year's profit and
22 loss, product mix, staff members, more specifically their
23 compensation, pricing information would all be confidential
24 information of the company.
25 Q. So Mr. Task, did he have any authority to give that 89
1 to Oak Mortgage?
2 A. No, he did not.
3 Q. Would that be in violation of the agreements he
4 signed with AmeriPro?
5 Yes, it would.
6 Q. Does AmeriPro -- we talked about how AmeriPro
7 maintains confidential information. Do they go -- does
8 AmeriPro go to some expense to compile and maintain it?
9 A. Yes, absolutely we do.
10 Q. I mean, the databases you talked about?
11 A. Yeah. We -- we host our databases at both onsite and
12 offsite locations. We have a multiple authentication process.
13 We have a separate IT department. We have backup processes and
14 procedures. So, yes, we go to lengths to maintain that
15 information securely.
16 Q. I could go to Google and I could look up builders,
17 correct?
18 A. Correct.
19 Q. So how does AmeriPro claim that its builder referral
20 sources are confidential?
21 A. Because it's not publicly available.
22 Q. What's not publicly available?
23 A. The information in how we do business with a
24 particular client as -- as a builder.
25 Q. You're not claiming the name of the builder's 90
confidential, correct?
A. No, I'm not.
3 Q. You're claiming the relationship or or the
4 information relating to that referral source?
5 A. Correct.
6 Q. If Mr. Task gave Oak Mortgage what Mr. Thomas was
7 asking for in this e-mail, which is Exhibit 27, would that give
8 Oak a competitive advantage?
9 A. Yes, it would.
10 Q. Just pick one or two things, why would that give him
11 a competitive advantage?
12 A. From a pricing perspective they would understand how
13 our pricing compares to theirs in specific scenarios. If we
14 were -- if that information was to be given to them, they would
15 understand the cost of our location. Inside of the profit and
16 loss statements they'd understand what does the cost of this
17 location take -- what does it take to operate this location on
18 a daily or monthly perspective. Product mix would also be part
19 of a combination with profit and loss, understanding the
20 revenue streams of the company and, more specifically, revenue
21 streams by product.
22 Q. Is that information AmeriPro had taken time to
23 develop and maintain?
24 A. Yes.
25 Q. Look at Exhibit 28. Do you recognize that? 91
1 A. Yes, I do.
2 Q. What is that?
3 A. It is a general ledger account of branch 152180.
4 Q. Which is which branch?
5 A. It is the Lakeway location, the one that Michael ran
6 Q. What's the date range?
7 A. From January 1st, 2014, through January 31st, 2014.
8 Q. And what is this used for by AmeriPro?
9 A. This is the detailed information that makes up the
10 profit and loss statement.
11 Q. Is this confidential?
12 A. Yes, it is.
13 Q. And would this if given to a competitor give them an
14 advantage?
15 A. Yes, it would.
16 Q. What does it show them?
17 A. It shows them the revenue and -- and expenses at a
18 location in a specific format.
19 Q. And how did AmeriPro maintain the general ledger,
20 how -- how is it protected?
21 A. Again, it is behind a multiple authentication
22 process. So it's behind a secure physical door for the office,
23 a secure login to the network, and another secure username and
24 password login into the actual accounting system.
25 Q. Okay. Look at Exhibit 29. What is that? 92
1 A. Statement of income.
2 Q. For?
3 A. Branch location 152180 or Michael Nasserfar's branch
4 location.
5 Q. What's the date range?
6 A. It says, "For period ending November 30th, 2014."
7 Q. And again, it's something that AmeriPro maintains is
8 confidential?
9 A. Yes.
10 Q. And would there be any reason -- any legitimate
11 reason why a AmeriPro employee would give this to a competitor?
12 A. No.
13 Q. And then if you look at Exhibit 30, what is that?
14 A. That's the funded loan report for, again, branch
15 152180.
16 Q. Time frame?
17 A. January 1st, 2014, through December 31st, 2014.
18 Q. And you say that these exhibits I've been referencing
19 that there's a -- you know, the Bates -- you know what a Bates
20 label is, right, the Oak Mortgage reference?
21 A. Yes. I'm sorry.
22 Q. So is it your understanding these were produced in
23 discovery by Oak Mortgage?
24 A. Yes.
25 Q. Okay. Any reason -- any legitimate reason why Oak 93
1 Mortgage should have these exhibits like Exhibit 30?
2 A. No.
3 Q. What is on the funded loan report, Exhibit 30, that's
4 confidential?
5 A. Borrower's name, the loan amount, all the revenue
6 associated to the specific loan, and some of the expenses
7 specifically related to it, coming up with a total loan/income
8 number on the far right. None of that is publicly available.
9 Q. All right. Let's go over to Exhibit 36. Do you
10 recognize that?
11 A. Yes, I do.
12 Q. What is that?
13 A. It's a letter it's an e-mail from Ty e-mailing to
14 what appears to be his personal Gmail account with an
15 attachment.
16 Q. What's the date?
17 A. January 13th, 2015.
18 Q. And what day did he resign?
19 A. January 15th --
20 Q. And this --
21 A. -- 2015.
22 Q. -- is Ty -- Ty Gosnay, correct?
23 A. Correct.
24 Q. What is his attachment to Exhibit 35, what is that?
25 A. Attachment to Exhibit 35? 94
Q. Yeah, what you're -- the exhibit you're looking at.
2 A. It says, "Community fees."
3 Q. So what is that spreadsheet?
4 A. And then the next page has communities for three
5 builders and it outlines tax rates, HOA fees, and other
6 information specifically to that community. In addition, it
7 also has contact information for each one of those communities.
8 Q. So builder contact information?
9 A. Yes, that's what it appears to be.
10 Q. And is this an AmeriPro internal document?
11 A. Yes, I believe so.
12 Q. Is it something AmeriPro maintains is confidential?
13 A. Yes.
14 Q. And why is it confidential to AmeriPro?
15 A. Because we aggregated this information on our time
16 and effort.
17 Q. Mr. Gosnay have -- did he have any authority to
18 convey that to a competitor?
19 A. No, he did not.
20 THE COURT: Is this a good place to break for
21 lunch?
22 MS. BURTON: I probably can finish in --
23 THE COURT: Go ahead.
24 MS. BURTON: -- by 12, 15 minutes, maybe 10, if
25 you want me to? 98
1 or --
2 MS. BURTON: No. I just want to ask him about
3 them and then submit redacted --
4 THE COURT: 36 and 37?
5 MS. BURTON: Yes.
6 THE COURT: They've already been admitted.
7 MS. BURTON: Okay. You're right.
8 THE COURT: So you can ask him about them.
9 MS. BURTON: Okay. Thanks. Sorry.
10 Q. (BY MS. BURTON) So, Mr. Overhauser, Exhibit 36 and
11 37, would you look at those.
12 A. Okay.
13 Q. What are those?
14 A. 30 --
15 Q. Let's start with 36. What is 36?
16 A. 36 appears to be an e-mail from Ty Gosnay to himself
17 with the attachment -- it says, "Mortgage letter Michael
18 Nasserfar AmeriPro Funding doc ameriprofunding.doc."
19 Q. And what's the date?
20 A. January 13th, 2015.
21 Q. Okay. Look at the attachment, the actual letter, and
22 can you identify that?
23 A. Yes, that is our prequalification letter.
24 Q. AmeriPro's?
25 A. Correct. 97
1 Q. All right. And if you look at Exhibit 37, look at
2 that letter.
3 A. Correct.
4 Q. What does that appear to be?
5 A. It appears to be a letter in the same format,
6 different applicant.
7 Q. Well, whose -- whose letter -- whose letterhead's on
8 that?
9 A. Oak Mortgage.
10 Q. Comparing 36 to 37, what does it appear to you as far
11 as these letters?
12 A. Appears to be the same letter with a different a
13 different company on the top and different borrower -- a
14 different applicant.
15 Q. Was this, Exhibit 36, an AmeriPro form?
16 A. Yes.
17 Q. And did Mr. Nasserfar use it when he worked at
18 AmeriPro?
19 A. Yes, I believe so.
20 Q. And what is 37?
21 A. It's the same form at Oak Mortgage.
22 Q. And what's the address at the bottom of each of those
23 letters, or is it the same address?
24 A. The address is the same at the bottom of both
25 letters. 98
1 Q. Is that an Oak Mortgage address or AmeriPro address?
2 A, I believe that was -- I believe that was our address,
3 but I would need to look at leases to confirm.
4 Q. Meaning that the address was not changed from the --
5 A. Correct.
6 Q AmeriPro letter to the Oak Mortgage letter?
7 A. Correct.
8 Q. Okay. Is this a -- Exhibit 36, the AmeriPro letter,
9 was that something that was publicly available?
10 A. No, it would not be --
11 Q. How would --
12 A. -- not this specific letter.
13 Q. -- AmeriPro be harmed by using -- if -- if they're --
14 if Nasserfar's team contention is these are just forms, we can
15 find them publicly, what's your response to that as far as how
16 it harms AmeriPro?
17 A. If any form is adapted or changed for use at the
18 company, then it becomes the company's confidential
19 information.
20 Q. And how -- and how you said AmeriPro has been in
21 business how long?
22 A. A little over 12 years.
23 Q. And over that time has AmeriPro developed forms?
24 A. Yes.
25 Q. And what else has it developed? 99
1 A. Forms, other documents related to the loan process,
2 communication templates that would go to borrowers or real
3 estate partners or other referral sources.
4 Q. And if a competitor was given access to that type of
5 information, how it would it help them?
6 A. It just would accelerate the time for setting up a
7 new location.
8 Q. Okay. And just turn to the nonsolicitation provision
9 in the employment agreement and the contentions that have been
10 made in this case.
11 A. Okay.
12 Q. I'm going to focus you specifically on Centerra
13 Homes. What is your understanding of how Centerra Homes
14 began -- became to be a customer at AmeriPro?
15 A. Michael introduced me to Tom Grant, who is the
16 current owner or CEO of Centerra Homes.
17 Q. And at that time, did Mr. Nasserfar tell you that
18 Mr. Grant was a prior customer of his?
19 A. No, he did not.
20 Q. What did he tell you about his relationship with
21 Mr. Grant?
22 A. That he had met Mr. Grant, I believe, when they had
23 worked -- when he worked at a -- a different company -- when
24 Michael had worked at a different company.
25 Q. Did he say Mr. Grant was a customer of his at the 100
1 different company?
2 A. No.
3 Q. Just that he had a relationship?
4 A. Correct.
5 Q. So was it how did it come about that well, when
6 Mr. -- when you met Mr. Grant was he then president of Centerra
7 Homes?
8 A. I believe so, yes.
9 Q. And how did Centerra Homes -- Michael made the
10 introduction, correct?
11 A. Michael made the introduction.
12 Q. And how did Centerra become a customer of AmeriPro?
13 A. Over the course of the following months both Michael,
14 myself solicited Mr. Grant for him to bring his business to
15 AmeriPro Funding from Centerra Homes.
16 Q. So did AmeriPro expend time, energy, and effort to do
17 that?
18 A. Yes.
19 Q. When Mr. Nasserfar was soliciting Mr. Grant that
20 time, was he an employee of AmeriPro?
21 A. Yes, he was.
22 Q. Was -- what about Brohn Homes, how did they come to
23 be a customer of AmeriPro?
24 A. That one I believe Michael went out spec4 fically,
25 solicited them and earned their business during his employment 101
1 with the company.
2 Q. With AmeriPro?
3 A. Correct.
4 Q. And did you have any -- did he ever tell you that
5 they were a customer of his before he came to AmeriPro?
6 A. No.
7 Q. Do you have knowledge as to when Centerra Homes was
8 actually formed or began as a business?
9 A. I do not.
10 Q. All right. Let me ask you -- kind of summarize your
11 testimony. Can you summarize to the Court the harm that
12 AmeriPro has suffered due to the actions of Oak Mortgage and
13 Mr. Task and Mr. Nasserfar and Mr. Gosnay?
14 A. Sure. Our information was taken from us, our
15 confidential information. I believe that it was used
16 specifically to open up a new location in direct competition
17 with us in our vicinity. Since then, we have lost a tremendous
18 amount of business from customers and clients for which we were
19 doing business before, and in addition to that, we have a
20 location that's no longer operating that we have an expense
21 associated to.
22 Q. And have you been able to calculate with any
23 certainty the damages that AmeriPro has suffered?
24 A. I cannot specifically calculate that now. I believe
25 they're ongoing as we continue to discover new information. '02
1 Q. There's one customer I forgot to ask you about,
2 Seaholm. Is that -- that's the condo project, correct?
3 A. Yes.
4 Q. Were they a customer of Mr. Nasserfar's prior to him
5 coming to AmeriPro?
6 A. No, not that I know of.
7 Q. Was -- do you know when Seaholm was -- was founded?
8 A. I believe the project started at some point in the
9 last couple of years and we were given an opportunity to become
10 a preferred lender. Specifically Michael Task was working on
11 that project.
12 Q. And that was while he was employed by AmeriPro?
13 A. Yes, it was.
14 Q. And do you have any knowledge of whether Mr. Task had
15 a prior customer relationship with Seaholm before he -- well,
16 he couldn't have because he -- did he have a prior customer
17 relationship with Seaholm before he gan work -- began working
18 for AmeriPro?
19 A. I don't believe so because the project started after
20 his employment with the company.
21 Q. So while at AmeriPro is when AmeriPro became a
22 preferred lender for Seaholm?
23 A. Correct.
24 MR. BUNDREN: Objection, leading.
25 THE COURT: Sustained. 103
1 THE WITNESS: I'm sorry. Should I have waited?
2 Q. (BY MS. BURTON) Anything else, Mr. Overhauser, you
3 want to add about the damage or -- damages or harms suffered by
4 AmeriPro in this case?
5 A. I would just say that they're -- they're ongoing as
6 we continue to -- I mean, even the information we've just
7 that's come to light in discovery was new information for us
8 and that is significant and material to the company. Not only
9 have we lost the opportunity for business, but we have also
10 have a location that is no longer producing revenue that is
11 just an expense that was specifically executed to have
12 Michael -- Mr. Nasserfar run it with his team.
13 MS. BURTON: Thank you. Pass the witness.
14 THE COURT: I think this is a good time to break
15 for lunch. You may step down. We'll start back up at 1:30.
16 You-all are excused.
17 (Break taken from 11:56 a.m. to 1:43 p.m.)
18 THE COURT: Okay. You want to come on back?
19 (Witness takes the stand.)
20 MS. BURTON: Your Honor, I have one thing to do.
21 I didn't offer an exhibit. I already --
22 THE COURT: Okay.
23 MS. BURTON: -- talked with Mr. Bundren. He
24 said there was no objection. The -- Applicant's Exhibit 7.
25 MR. BUNDREN: No objection. 142
1 A. If that information was on that sheet they could.
2 Q. And you can't testify that it wasn't -- or it wasn't
3 there, can you?
4 A. I didn't personally review the computer. I can
5 testify to what was shown to me this morning.
6 Q. But you can't say based upon your -- you can't say
7 under oath that that spreadsheet was not on his computer when
8 you got his computer, can you?
9 A. I could not speak to that specifically, no.
10 MR. BUNDREN: Pass the witness.
11 THE COURT: Anything else, Ms. Burton?
13 BY MS. BURTON:
14 Q. Mr. Overhauser, you were asked some questions about
15 whether AmeriPro had written agreements with builders and
16 realtors and referral sources and you said no; is that correct?
17 A. Yeah. I wanted to be very specific. We have some
18 written agreements for rent with certain real estate agents or
19 a marketing function with certain real estate agents. We do
20 not have any with builders at this point.
21 Q. Do you have agreements with builders that are not in
22 writing?
23 A. I need you to be a little bit more specific. I'm
24 sorry.
25 Q. Well, do you have understandings about lender credits 143
1 and things like that?
2 A. Yes.
3 Q. Okay. But they're not in writing?
4 A. That is correct.
5 Q. But it -- is it your testimony that is an agreement
6 that you have?
7 A. Yeah. We have an agreement specifically with
8 builders on what we will give to their customers.
9 Q. Is that something that you make public to your
10 competitors?
11 A. No.
12 Q. Is that something that you make publicly available --
13 do you make that publicly available?
14 A. Not to my knowledge.
15 Q. Is that something that AmeriPro uses in order to gain
16 a competitive advantage?
17 A. Yes.
18 You were also asked some questions about borrower
19 information. Is there a law, a regulation that protects
20 borrower information?
21 A. Yeah, Regulation P and Gramm-Leach-Bliley protect the
22 consumer's information.
23 Q. All right. And just -- for instance, Mr. Bundren's
24 questions were, Well, the title company has borrower
25 information. How does the title company get that information? 144
1 A. They get it from us.
2 Q, And how does -- how -- how is it that you are able to
3 give that to them?
4 A. We're required to to do the transaction.
5 Q. And does the borrower agree that you can give them
6 that -- that information?
7 A. Correct.
8 Q. All right. So if a borrower -- in a typical scenario
9 if I'm borrowing money for a house, of course the lender and
10 the title company has to have certain information, correct?
11 A. Correct.
12 Q. If a borrower -- do you have any knowledge of the
13 borrower -- AmeriPro borrow -- borrowers consenting to
14 Mr. Nasserfar or Mr. Task downloading their information on a
15 thumb drive?
16 A. No, I do not.
17 Q. And do borrowers typically consent to have their
18 credit applications taken by ex-employees of AmeriPro?
19 A. No, not typically.
20 Q. Would that be a violation of the federal law?
21 A. Yes, it would be.
22 Q. All right. And what's the purposes of that
23 regulation to your -- to your understanding as far as
24 protecting borrower information?
25 A. The purpose is to protect the consumer's confidential 145
1 data.
2 Q. Do you have any knowledge of any Ameripo AmeriPro
3 borrower consenting to Mr. Task taking hard copies of documents
4 with borrower information on them?
5 A. I do not.
6 Q. Are you aware that he returned to us in this
7 litigation a box of documents that contained borrower
8 information?
9 MR. BUNDREN: Objection, leading.
10 THE COURT: Sustained.
11 THE WITNESS: So do I answer or not?
12 THE COURT: No.
13 THE WITNESS: Okay.
14 Q. (BY MS. BURTON) Are you -- do you have any knowledge
15 of Mr. Task returning any paper copies of documents?
16 A. Yes.
17 Q. And what is your knowledge?
18 A. That he returned a box of information that contained,
19 I believe it was, financial statements and other documents.
20 Q. Was this information that he would have gotten
21 because he was an employee of AmeriPro?
22 A. Correct.
23 (Sotto voce discussion.)
94 Q. (BY MS. BURTON) I think we talked earlier in your
25 direct testimony about the steps AmeriPro takes to protect 15.1
1 Q. You're currently the Austin area sales manager for
2 Oak Mortgage, correct?
3 A. Correct.
4 Q. You resigned from AmeriPro on Friday, January 16
5 2015, correct?
6 A. Correct.
7 Q. Up until the day you resigned, January 16th, you
8 never told anyone at AmeriPro that you were leaving; is that
9 correct?
10 A. Correct.
11 Q. The following Monday, January 19th, Oak Mortgage
12 opened a new Austin office with you as one of its employees,
13 correct?
14 A. Correct.
15 Q. Ever since you resigned from AmeriPro, you've kept
16 copies of AmeriPro's confidential financial records, correct?
17 A. I was told not to destroy anything, correct.
18 Q. Different question: I didn't ask you if you were
19 asked to destroy or not. You took, with you, copies of
20 AmeriPro's confidential financial records, correct?
21 A. A copy of records, correct.
22 Q. You took them home in a box, correct?
23 A. Correct. I had hard copies and electronic copies,
24 correct,
25 Q. You've known the entire time since you resigned from 155
1 AmeriPro that you still had copies of its confidential records,
2 correct?
3 A. I don't know if it was confidential, but I did give
4 the information to my counsel.
5 Q. Have you ever testified that they are confidential
6 records?
7 A. I may have in my deposition, but I don't know if
8 that's accurate because I'm not an attorney to determine that.
9 Q. If you turn to Page 19 of that deposition transcript
10 that I gave you.
11 Line 15, question: "You --
12 A. What page are you saying? I'm sorry.
13 Q. Page 19, Line 15.
14 A. Got it. Yes, sir.
15 Q. I asked you the question: "You've kept copies of
16 AmeriPro financial records that are confidential. They're not
17 public. Ever since you resigned from AmeriPro, correct?"
18 Answer: "That's correct."
19 Question: "And you knew you still had those
20 AmeriPro financial records, those confidential records, ever
21 since you've resigned, correct? It's not something you just
22 forgot you had?"
23 Answer: "No, I had not forgotten."
24 Question: "You knew the entire time since
25 you've left AmeriPro that you have had them, correct?" 156
1 Answer: "That's right."
2 Did I read that correctly?
3 A. Yes, sir.
4 Q. You didn't ask anyone's permission at AmeriPro to
5 take this information home with you, did you?
6 A. I did not.
7 Q. You didn't even tell AmeriPro that you had taken its
8 confidential records, did you?
9 A. Again, I don't know if their definition of
10 confidential is accurate, but I did not tell anybody.
11 Q. Well, if you would turn to tab 28 in the exhibit
12 notebooks.
13 (Sotto voce discussion.)
14 MR. BUNDREN: Are you asking -- is that Exhibit
15 28?
16 MR. BEHRENS: Yes.
17 Q. (BY MR. BEHRENS) Are you there?
18 A. Yes.
19 Q. Okay. Exhibit 28 are AmeriPro's monthly general
20 ledgers for the Lakeway branch where you worked, correct?
21 A. Correct.
22 Q. They're the ledgers for every month in 2014, correct?
23 A. Is the entire month behind your -- I assume you're --
24 looks to be correct.
25 Q. The day before -- the day before you resigned from 157
1 AmeriPro, you filled a bankers box with these monthly general
2 ledgers and several other AmeriPro financial records to take
3 with you, correct?
4 A. I made copies.
5 Q. You even took personnel records of other AmeriPro
6 employees including how much salary they make, correct?
7 A. I'm unaware if I did, but it's possible.
8 Q. In the last few weeks you returned a bankers box of
9 exhibits -- documents that you had at your house, right?
10 A. Correct.
11 Q. And one of those folders that you had in there is the
12 salary of Julie Ann Curby, of Ms. Strange, their employment
13 agreements; you took their personnel records home with you,
14 didn't you?
15 A. I had copies, correct.
16 Q. And you had copies of personnel records of other
17 employees of AmeriPro at your house even after you resigned
18 from the company, correct?
19 A. I had copies of records.
20 Q. And you took those records -- you loaded the bankers
21 box with those records the day before you resigned, correct?
22 A. I don't know if it was the day before but correct.
23 Q. When you resigned from AmeriPro, you knew that you
24 had contract provisions that required you to return all
25 property of AmeriPro including confidential information, 158
1 correct?
2 A. I knew from the letter that counsel sent me on
3 January 20th reminding me.
4 Q. My question was different: You were aware that you
5 had contract provisions that required you to return all
6 property of AmeriPro including confidential information upon
7 your termination, correct?
8 A. I'd have to look at the contract at this moment. But
9 at the time, I don't know if I knew it verbatim or knew word
10 for word what it said.
11 Q. Please turn to Page 141 of your deposition
12 transcript.
13 A. Okay. 141?
14 Q. Yes.
15 A. Okay.
16 Q. Line 11.
17 Question: "You're aware that you had contract
18 provisions that required you to return all property of AmeriPro
19 including its confidential information upon termination,
20 correct?"
21 You asked, "Upon termination or resignation?"
22 My question: "Termination of your employment
23 voluntary or not?"
24 And your answer was, "Yes."
25 Did I read that correctly? 159
1 A. Yes.
2 Q. Question: "You had a requirement to return all such
3 information, correct?"
4 Answer: "I have -- I understand that."
5 Question: "You gave your resignation through
6 Federal Express on the 15th for delivery on the 16th, correct?"
7 Answer: "That's correct."
8 Question: "And after that, you did not return
9 the information, you took it home, correct?"
10 Answer: "I did take it home."
11 Did I read that correctly?
12 A. You did.
13 Q. You chose not to comply with your contract provisions
14 with AmeriPro and took its financial information and borrower
15 list to your house instead, correct?
16 A. I made copies.
17 MR. BUNDREN: I'm going to object. That's a
18 multiple question, Your Honor. Multiple questions, just break
19 it down and be fine.
20 MR. BEHRENS: I asked the same question in
21 deposition, he said, "Yes."
22 THE COURT: If you will break it down, that will
23 be fine.
24 MR. BEHRENS: You bet.
25 Q. (BY MR. BEHRENS) You chose not to comply with your 160
1 contract provision with AmeriPro, correct?
2 A. I don't know if I necessarily made a conscience
3 decision to choose not to.
4 Q. If you turn to page 142 of your transcript.
5 Are you there?
6 A. I am.
7 Q. Line 8:
8 "And you knew you had it and chose not to return
9 it, correct?"
10 Answer: "Once I was asked, I returned it
11 through counsel and here it is."
12 Did I read that correctly?
13 A. You did.
14 Q. You did choose not to return information that you
15 knew you had in your possession, correct?
16 A. Again, once I was asked, I returned it.
17 Q. Not to AmeriPro. You gave it to your attorney,
18 correct?
19 A. Correct.
20 Q. Now, both you and Mr. Nasserfar intentionally took
21 list of AmeriPro borrowers including their loan numbers and
22 other financial information with you when you resigned from
23 AmeriPro, correct?
24 A. Correct.
25 Q. Under federal regulations, you understood that 161
1 nonpublic personal information of consumers includes any list
2 or grouping of consumer names that was derived from AmeriPro
3 computers, correct?
4 A. I did not know that. I think that Reg P was
5 initiated, enacted in June of 2014. So it's a fairly new
6 statute and legislation.
7 Q. Could you turn to page 70 of your transcript? Are
8 you there?
9 A. I am.
10 Q. Line 20:
11 Question: "Under federal regulations, you
12 understand that nonpublic personal information includes any
13 list or grouping of consumer's names derived from AmeriPro
14 computers, correct?"
15 Answer: "That's my understanding."
16 Did I read that correctly?
17 A. Yes. Prior to that question, you had spoke about
18 numerous occasions and that was my understanding at that point.
19 Q. Well, you're licensed, aren't you?
20 A. I am licensed, yes, sir.
21 Q. And one of the things that you had to take a test on
22 was Regulation P and its requirements, correct?
23 A. No, sir.
24 Q. If I look on the website and see that Regulation P is
25 one of the things listed as a test exam topic, your memory is 163
1 make sure those records were preserved, that nothing happened
2 or they weren't destroyed at AmeriPro; is that correct?
3 A. That was correct.
4 Q. In your pleadings to this court you made exactly the
5 opposite representation, didn't you? You represented to the
6 Court first, "Nasserfar, Task, or Gosnay did not have
7 confidential information or trade secrets of defendant when
8 they left the employment of defendant." Do you see that?
9 A. I see that, yes.
10 Q. So instead of telling the Court, "Yes, Your Honor, I
11 did take confidential information, but it's to protect myself
12 in case of litigation." You told the Court, "Your Honor, I
13 don't have anything at all," didn't you? That's what you say
14 here.
15 A. Well, again, I think the language of confidential
16 information was in dispute and I'm still not -- again, I'm not
17 an attorney. So the legal piece of that, I'm not quite sure I
18 can answer correctly.
19 Q. Well, you took general ledgers home with you, didn't
20 you?
21 A. I did.
22 Q. And you agree that general ledgers are the
23 confidential information of AmeriPro, correct?
24 A. Not public.
25 Q. I'm sorry? 164
A. Not public.
Q. Different question: You agree that general ledgers
3 of AmeriPro are its confidential information, correct?
4 A I would say as a whole, the data in there is
5 confidential.
6 Q. Okay. Please turn to Exhibit -- or to Page 166 of
7 your deposition. And on Page 166 -- I'm sorry. First turn to
8 Page 162 and you see at Line 8 that we were taking about, the
9 general ledger for AmeriPro for 2014, do you see that? Do you
10 see that?
11 A. I see the highlighted area. You never told -- okay.
12 Yes.
13 Q. And then the question: "This is information you
14 obtained electronically on AmeriPro's computer network,
15 correct?"
16 Answer: "Correct."
17 Do you see that?
18 A. Yes.
19 Q. And then turn to Page 166 while we are talking about
20 that exhibit. Line 6:
21 "Did you understand that you were required to
22 keep it confidential?"
23 Answer: "I didn't -- was I required to per the
24 agreement? My understanding confidential information would
25 have been information that AmeriPro provided me and this 165
1 information certainly, I guess, could fall into that category.'
2 Question: "You knew you weren't allowed to just
3 give it out to members of the public. It's internal financial
4 information, correct?"
5 Answer: "Absolutely. Absolutely correct. I
6 would never do that."
7 Question: "And you understood then that it was
8 AmeriPro's confidential information that you have in these
9 generally ledgers, correct?"
10 Answer: "I would agree."
11 Did I read that correctly?
12 A. You did.
13 Q. And that's information that you represented to the
14 Court, you didn't have at all?
15 A. I'm sorry.
16 Q. You represented to the Court that you didn't take any
17 confidential information when you left?
18 A. Well, again, the terminology is not necessarily my
19 forte as far as the legal definitions of all these items.
20 Q. Were you confused about the fact that the personnel
21 records of other employees including their salaries, did you
22 think that was public and nonconfidential?
23 A. Again, that was records that I kept to show what
24 expenses were supposed to be applied to our branch. So there
25 were records I was keeping for my claim. 166
1 Q. So, for instance, you needed Ms. Strange's employment
2 agreement for your claim; is that your testimony?
3 A. I had a copy of it. I don't necessarily --
4 necessarily know if I needed it, but I had a copy of it.
5 Q. You took it, didn't you?
6 A. I made a copy of it.
7 Q. You took a copy home with you, didn't you?
8 A. I had a copy at home.
9 Q. And you knew that her salary information, her
10 employment agreement was her personal information, correct?
11 A. She's no longer an employee of the company -- wasn't
12 an employee then at all.
13 Q. It was her private personnel information and her
14 salary, correct?
15 A. It was private information that was shared with me as
16 her supervisor.
17 Q. At AmeriPro?
18 A. AmeriPro, that's right.
19 Q. It's confidential personnel records, what someone
20 makes, correct?
21 A. I would say that's correct.
22 Q. And you took it home with you?
23 A. I did.
24 Q. And that's part of the confidential information you
25 represented to the Court you didn't have at all? 167
1 A. Again, the definition of those items -- I wasn't
2 clear on what confidential definitions we were talking about,
3 information we were talking about.
4 Q. So you were confused about whether you can take
5 personnel records for other people home?
6 A. I was confused what they were trying to identify,
7 correct.
8 Q. Okay. Were you also confused about whether you could
9 take home credit scores for consumers of AmeriPro?
10 A. I wouldn't say confused. I don't -- again, I made
11 records of several items, several things.
12 Q. You understand that a credit report that was
13 submitted to AmeriPro by consumers, it list what bank accounts
14 they have, doesn't it?
15 A. No. It lists the creditor account numbers that are
16 truncated.
17 Q. Did you --
18 A. It doesn't leave bank account information on a credit
19 report.
20 MR. BEHRENS: Do you have a redacted copy of the
21 credit report that you could pull up? There we go.
22 Q. (BY MR. BEHRENS) The credit report lists what thelr
23 credit was with various banks and other vendors with whom they
24 had --
25 A. Credit. 168
1 Q. Credit?
2 A. That's correct.
3 Q. That's not public information that you're free to
4 disclose, is it?
5 A. No.
6 Q. It includes what their credit score is; you're not
7 free to disclose that, are you?
8 A. I'm free to disclose it to the borrower.
9 Q. To the borrower?
10 A. That's correct.
11 Q. You are not permitted to take it home in a box as an
12 employee of a competitor, are you?
13 A. I wasn't an employee of the competitor when I took
14 the information and made copies. I made copies, again, to
15 protect myself.
16 Q. The entire time you've been the Austin area sales
17 manager for Oak Mortgage, you've had that information with you,
18 correct?
19 A. Sealed in a box.
20 Q. That you had with you, correct?
21 A. Correct.
22 Q. And you also had their social security numbrs with
23 you, didn't you?
24 A. Correct.
25 Q. You understood that the social security number of a 169
borrower of AmeriPro is confidential information, didn't you?
A. I understand that.
Q. And you understand that federal regulation prohibits
you from taking that information, don't you?
5 A. I do now, yes, sir.
6 Q. Well, and as a licensed loan originator, don't you
7 feel like you needed to know what the federal regulations were
at the time you took it?
9 A. Well, again, each -- the regulations are fluids
10 changing constantly. So with respect to being up-to-date on
11 every regulation, every statute, that's a challenge.
12 Q. Regardless of Regulation P, was there some reason you
13 thought you were entitled to take social security numbers of
14 borrowers home with you?
15 A. I wasn't entitled, no, sir.
16 Q. It's confidential information, not only of AmeriPro,
17 but of those borrowers and you took it?
18 A. I made copies of those records.
19 Q. And by the way, Regulation P, you understand is a set
20 of regulations to enforce the Gramm-Leach-Bliley Act, correct?
21 A. It's my understanding.
22 Q. In other words, it clarify -- it explains in more
23 detail what Gramm-Leach-Bliley provides, correct?
24 A. That's my understanding.
25 Q. And Gramm-Leach-Bliley was enacted in 2000 before you 170
1 were even licensed, correct?
2 A. Again -- my understanding again with Reg P and the
3 security that we're talking about or the, I guess, privacy of
4 this information, I was not enacted or written, put in place
5 until 2014.
6 Q. You knew that you were taking AmeriPro's information
7 home for a purpose other than what AmeriPro had given you
8 consent to have it for, right?
9 A. The purpose was to make copies and records to protect
10 myself.
11 MR. BEHRENS: Objection, nonresponsive.
12 THE COURT: Sustained.
13 Q. (BY MR. BEHRENS) You knew that you were taking
14 AmeriPro information home with you for a purpose other than
15 what AmeriPro had given you consent for, correct?
16 Correct.
17 Q. And the day before you resigned from AmeriPro, you
18 also, in addition to this bankers box, downloaded on a thumb
19 drive information about a AmeriPro borrowers and loans that
20 hadn't even closed yet, correct?
21 A. Correct.
22 Q And loans that haven't closed yet is not public
23 information, is it?
24 A. No.
25 Q. And you understand that under Regulation P that's 171
1 nonpublic private financial information of those borrowers that
2 you had in your possession, correct?
3 A. I had it in my possession.
4 Q. And you took it home too, correct?
5 A. Correct.
6 Q. You understand that was confidential information, not
7 only of AmeriPro but those borrowers, correct?
8 A. I kept it confidential.
9 Q. You knew --
10 MR. BEHRENS: Objection, nonresponsive.
11 Q. (BY MR. BEHRENS) When you took it, you knew it was
12 confidential information not only of AmeriPro, but of those
13 individual borrowers, right?
14 A. When I copied it and kept it at my house, it was
15 confidential.
16 Q. All of the information you took when you resigned
17 relating to AmeriPro borrowers was information you obtained off
18 of AmeriPro's computer system, correct?
19 A. Correct.
20 Q. You didn't obtain any of that information from public
21 sources, did you?
22 A. No.
23 Q. And you understand that under Regulation P, even if
24 information's available on a -- from a public source -- are you
25 with me so far? 172
1 A. I'm with you.
2 Q. Under Regulation P, you derived that information from
3 something a borrower submitted to the lender. You're not
4 allowed to take that. It's protected too.
5 Do you understand that?
6 A. I do now.
7 Q. And so instead of going to public sources, you went
8 to the one source that you're federally prohibited from going
9 to, to take that information, correct?
10 A. It was the only access of the information I had to
11 protect myself with the data, correct?
12 Q. Well, you've gone through this scenario where you say
13 that some of this information is available publicly, correct?
14 But you didn't go to the public source. You just took a
15 computer copy that a federal regulation barred you from taking,
16 right?
17 A. You're talking-- I'm not understanding the question
18 when you said, "We spoke about something before."
19 Q. Bottom line, you didn't go to any public source to
20 take any borrower information, did you?
21 A. No.
22 Q. You took it all off of AmeriPro's protected website
23 and computer network, correct?
24 A. From their network.
25 Q. That you had to login to with a password to access, 173
1 correct?
2 A. The data that I had probably was -- majority was
3 saved on the C: drive of that laptop.
4 Q. You are the one who saved AmeriPro documents on to
5 the C: drive of your laptop, correct?
6 A. Correct.
7 Q. In other words, in order to move it over to the
8 C: drive on your laptop, you had to first login to the AmeriPro
9 network, correct?
10 A. In certain instances.
11 Q. And then you moved it to the C: drive on your laptop,
12 right?
13 A. In certain instances.
14 Q. And the importance of the C: drive, the local drive,
15 that way AmeriPro won't know what you're doing with the
16 information that's on your local drive of your laptop, correct?
17 A. No, sir.
18 Q. It's not backed up onto AmeriPro's network if you
19 have it on the local drive of your laptop, correct?
20 A. Everything I ever had was backed up to AmeriPro
21 networks, absolutely.
22 Q. Is your testimony that if it's on the C: drive, the
23 local drive, that it's backed up?
24 A. If I had it on my C: drive, it would have been on the
25 network, correct. 174
1 Q. Originally. But the copy that you made on the
2 C: drive --
3 A. The copies.
4 Q. -- if you made edits, if you forwarded it --
5 A. If.
6 Q. -- to someone else --
7 A. If.
8 Q. AmeriPro wouldn't be able to tell if you sent it.
9 for instance, to Oak Mortgage, would it?
10 A. They would not have been able to, I guess.
11 Q. So by having it on the local drive of your computer,
12 you are able to send it any where you want without being
13 detected, correct?
14 A. If I chose to, I believe.
15 Q. At no point until you produced documents in this
16 litigation did you ever tell AmeriPro that you had taken any of
17 its confidential financial information; is that correct?
18 A. Up until the time I was asked, no, sir.
19 Q. And in terms of the financial records of AmeriPro
20 that you both printed in hardcopy form and downloaded -- or put
21 into the C: drive and took a thumb drive of -- are you with me
22 so far?
23 A. I'm with you.
24 Q None of that information was available in a public
25 source that you're aware of, correct? 1 A. Not that I'm aware of.
2 Q. You took it off of AmeriPro's computer network that
3 you had to access through a password, correct?
4 A. Correct.
5 Q. And I had asked you earlier about general ledger.
6 You knew that those were internal financial documents that you
7 were contractually required to keep confidential, correct?
8 A. Well, I mean, there was never specific in the
9 agreements of the general ledgers and, like, that. I just felt
10 like that, that -- there was probably data with -- in there
11 that could be identified as maybe possibly confidential.
12 Q. You understood the testimony we read from your
13 deposition, you admitted earlier --
14 A. Again --
15 Q. You understood that you
16 A. -- the definition is certainly not something that I'm
17 privy to and when we were talking about what was confidential
18 and not confidential.
19 Q. My question: "You understood that you were
20 contractually required to keep that information confidential,
21 correct?"
22 A. And I have.
23 Q. Other than taking it with you without permission from
24 the owner of that information, correct?
25 A. Correct. 177
1 A. I don't know if that's the only three on the website,
2 but there's more than that in Austin.
3 Q. My question though is:
4 In terms of who AmeriPro -- or Oak Mortgage says
5 are its employees in Austin, it's the three of you that are
6 listed on the website, correct?
7 A. We are listed as the sales team, correct.
8 Q. And all three you, the entirety of the Austin branch
9 of Oak Mortgage, have copies of our confidential information,
10 correct?
11 A. No, sir.
12 Q. You do, don't you?
13 A. I don't. Not any longer.
14 Q. Mr. Nasserfar had thumb drives full of our
15 spreadsheets that he has returned, correct?
16 A. Again, I don't have Mr. Nasserfar's information. I
17 don't have copies of that information.
18 Q. Is it your testimony that you and the vice president
19 of Austin for Oak Mortgage have copies that Oak Mortgage
20 doesn't?
21 A. Yes, I do. That's my testimony.
22 Q. The day before you resigned from AmeriPro, you also
23 took copies of its profit and loss reports off the computer
24 system, correct?
25 A. Correct. I don't -- I'm not sure about that date, to 178
1 be honest with you. The day before, I don't believe so. I
2 don't think I copied or downloaded anything the day before.
3 Q. No, Mr. Nasserfar is Oak Mortgage's vice president of
4 Austin, correct?
5 A. That's correct. That's his current title.
6 Q. You're aware that Mr. Nasserfar has a hard drive on
7 which he also downloaded AmeriPro confidential information,
8 correct?
9 A. I'm aware that he has a hard drive. I don't know
10 what he downloaded.
11 Q. If you turn, please, to Page 27 of your transcript.
12 Line 3: "Excluding anything Mr. Bundren told
13 you, are you aware that Mr. Nasserfar had one or more USB
14 devices with AmeriPro confidential information on it?"
15 Answer: "One, yes."
16 And then Line 12: "And you're aware that
17 Mr. Nasserfar had that USB device in his possession as recently
18 as this month, correct?"
19 Answer: "I do."
20 Did I read that correctly?
21 A. Yes. And I -- again, my answer is there just
22 regarding, "Did I know he had a device?" I didn't know what
23 was on the device.
24 Q. Well, the question was, "Did it have --
25 A. I understand what your question was here. I'm seeing 82
1 at any point in your employment, correct?
2 A. I delete all of my text messages every day as a
3 regular habit.
4 MR. BEHRENS: Objection, nonresponsive.
5 THE COURT: Sustained.
6 Q. (BY MR. BEHRENS) Whatever your regular practice is,
7 you actually knew of the prospective litigation with AmeriPro
8 back on December 11, correct?
9 A. Because they had litigated and sued other previous
10 employees, yes.
11 Q. So is that a yes? Okay.
12 And after that, you deleted every text message
13 that existed before then, all the way through January 20, after
14 you left the company, correct?
15 A. Yes.
16 Q. You didn't preserve any text messages that existed at
17 any point before you started with Oak Mortgage, correct?
18 A. Never have, no, sir.
19 Q. And when -- when Oak Mortgage agreed to indemnify
20 you, you continued to work in a fiduciary role for AmeriPro as
21 its agent for another month, correct?
22 A. I didn't enter into any agreement with them until
23 after I was employed. It was after my resignation, excuse me.
24 Q. After the December 11 conversation, you continued
25 working as a fiduciary for AmeriPro for another month, correct? 183
A. I did continue to work for AmeriPro for another
month, yes.
3 Q. So -- and you were also storing and taking AmeriPro's
4 confidential information, you say, to use for this potential
litigation while you're at the same time deleting these text
messages, right?
A. One had nothing to do with the other, but correct.
Q. Well, one preserves the evidence and one destroys it
correct?
10 A. I wasn't thinking in those terms. I'm not an
11 attorney.
12 Q. You manually deleted the text messages? You had to
13 go through and --
14 A. Yes.
15 Q. -- and specifically delete them?
16 A. Yes. Yes.
17 Q. And not only were you a fiduciary for AmeriPro, you
18 were also the co-manager at the Lakeway branch for that full
19 month, correct?
20 A. Correct.
21 Q. And in addition to AmeriPro's general ledgers, you
22 also took copies of AmeriPro's internal pro forma after you
23 resigned, correct?
24 A. Correct.
25 Q. And the pro forma, of course, gives a blueprint of 184
1 what AmeriPro's planning to do in the future with that branch,
2 correct?
3 A. Correct, never came to fruition.
4 Q You never once asked any of the consumers, whose
5 information you took home with you, you didn't ask any of them
6 for permission to take their financial nonpublic data home with
7 you, did you?
8 A. I did not.
9 Q. You began working with AmeriPro in 2011, correct?
10 A. Correct.
11 Q. While you were still employed with AmeriPro, Oak
12 Mortgage asked you about your referral sources at AmeriPro,
13 correct?
14 A. I don't know if I recall that.
15 Q. If you turn to Page 206 of your never mind.
16 Your employment agreement with AmeriPro has a
17 nonsolicitation clause, correct?
18 A. It does.
19 Q. And under your employment and contract with AmeriPro,
20 you understand that you're not allowed to solicit business from
21 anyone who became a referral source after you were employed at
22 AmeriPro, correct?
23 A. Client, payor, supplier.
24 Q. My question was different.
25 Under your contract, as you understood it, 185
1 you're not allowed to solicit business from anyone who became a
2 referral source after you were employed at AmeriPro, correct?
3 A. Well, a little confused about, again, the language in
4 the agreement as well as the question because neither -- they
5 are not both mentioned. You're talking about a referral
6 source; the agreement talks about other, you know, labels
7 and -- so it's hard to say, you know, where those labels are
8 attached.
9 Q. So when I asked you in deposition about referral
10 source, you thought referral source was something other than
11 referral source?
12 A. No.
13 Q. Is that the confusion?
14 A. No. The confusion is what's in the agreement.
15 Q. If you turn to Page 112 of your transcript.
16 And you understand that the contract is
17 memorializing your understanding with AmeriPro? That's what
18 the contract is, the mutual meeting of the minds, correct?
19 A. Okay. If you say so.
20 Q. On Page 112, Line 22, "If you developed a
21 relationship with a referral source after you began at
22 AmeriPro, do you believe you can solicit to them?"
23 Answer: "Does that mean a new referral source
24 after I started with AmeriPro?"
25 Question: "Yes." 1 Answer: "If it was a new referral source, I
2 wouldn't solicit them. They can solicit me. They can call me.
3 but I can't solicit them."
4 Question: "And you can't solicit them under the
5 employment agreement as you understand them" -- "understood
6 them, correct?"
7 Answer: "It's my understanding for 12 months."
8 Did I read that correctly?
9 A You did.
10 Q. And turn also to Page 111, Line 23.
11 Question: "Who do you believe you can solicit
12 business from?"
13 Answer: "Any client, customer, business
14 referral, realtor source that I knew prior to AmeriPro
15 Funding."
16 Did I read that correctly?
17 A. Yes.
18 Q. And those weren't my words. You actually volunteered
19 that. The group of people you can't solicit to when you
20 answered my question include "business referral and relator
21 source that you knew," correct?
22 A. That's my words.
23 Q. Is it your testimony now that builders are were
24 not AmeriPro clients?
25 A. I don't believe they are AmeriPro clients. 191
1 page, correct?
2 A. It was produced by AmeriPro Funding.
3 Q. Different question:
4 You put it on your Linkedln page as a link?
5 A. I did, yes.
6 Q. And immediately after your deposition, you deleted
7 this last page off your Linkedln profile, didn't you?
8 A. I deleted this, yes, I did.
9 Q. And it was because it referred to them as your -- as
10 clients of AmeriPro, isn't it?
11 A. No. I didn't want my namesake next to AmeriPro's
12 anymore.
13 Q, Over one month before you resigned from AmeriPro, Oak
14 Mortgage told you that you can solicit your book of business
15 from AmeriPro, and you can solicit your past customer database,
16 didn't they?
17 A. They may have made that inference, but doesn't mean I
18 did as such.
19 Q. Turn with me to Page 56.
20 A. 56. Yes, sir.
21 Q. Do you see a series of checkmarks? Can you go four
22 checkmarks down?
23 A. I see the checkmarks.
24 Q. At the end of the first line, it says, "You can
25 maintain and solicit to your book of business and your builder 192
1 realtor relationships. You can maintain and solicit to your
2 past database."
3 Do you see that?
4 A. I see it.
5 Q. And Oak Mortgage sent you this more than a month
6 before you actually resigned from AmeriPro, correct?
7 A. It looks to be December 10th.
8 Q. So while you were still acting as a fiduciary for
9 AmeriPro, you were having a discussion with its competitor
10 about the extent to which you could solicit business for Oak
11 Mortgage, didn't you?
12 A. I did not have that conversation directly, no, sir.
13 This information was sent to me, but I did not have that
14 conversation.
15 Q. By your current employer, correct?
16 A. Right. They sent this information to me, but I did
17 not have that conversation.
18 Q. They're having this conversation in this e-mail,
19 aren't they?
20 A. It's addressed to several people there, that's
21 correct.
22 Q. And what Oak Mortgage, one of the parties in the
23 lawsuit, whom we've sued, what it said is that you can solicit
24 your book of business and your customer database, right?
25 A. That's what this says there. That's their opinion, I 1 guess, at that moment.
2 Q. So they weren't concerned about the differentiation
between a borrower and a referal source. They said, "Solicit
from everyone who is a customer."
A. I don't know what they were concerned about or what
they were trying to differentiate at the time.
Q. That's what they wrote. That you can solicit your
8 customers?
9 A. You would have to talk to the gentleman who wrote the
10 document.
11 Q. I'm asking you to read what they wrote. They said:
12 "You can solicit" --
13 A. I see what they wrote.
14 THE COURT: I need you-all to stop talking all
15 over each other.
16 THE WITNESS: I see what they wrote but, again,
17 I didn't write it.
18 Q. (BY MR. BEHRENS) And that's the very -- it's the
19 very next day after this e-mail that you and Oak Mortgage had
20 the discussion about Oak Mortgage indemnifying you in a lawsuit
21 against AmeriPro, right?
22 A. The previous document that you showed earlier that's
23 on the 11th?
24 Q. That's right.
25 A. Okay. Yes. 194
1 Q. And then you continued acting as a fiduciary for
2 AmeriPro for a full month after having these discussions about
3 solicitation of its clients for a competitor, right?
4 A. I still was employed at AmeriPro for a month, yes.
5 Q. You're also aware that under your contracts with
6 AmeriPro, you're not allowed to solicit or hire anyone who
7 worked at AmeriPro, correct?
8 THE COURT: Mr. Behrens, is this a good place to
9 stop for a --
10 MR. BEHRENS: Yes, Your Honor.
11 THE COURT: Whew, wishful thinking for the
12 afternoon for a break.
13 MR. BEHRENS: Oh, for a break, yes. Thanks.
14 THE COURT: You may step down.
15 We are going to take a 15-minute break. It is
16 3:25 p.m. So we will start at 3:40 p.m.
17 (Break taken from 3:24 p.m. to 4:04 p.m.)
18 THE COURT: Sorry for the delay. You-all may be
19 seated.
20 MR. BEHRENS: Thank you.
21 THE COURT: Okay, Mr. Behrens, you may proceed.
22 MR. BEHRENS: Thank you, Your Honor.
23 Q. (BY MR. BEHRENS) Sir, please turn to Exhibit 57.
24 A. (Witness complies.)
25 Q. Are you there? 196
1 A. I see the YouTube logo. Can they -- thank you.
2 Q. You wrote, "Thank you for the update and direction."
3 That's what you wrote back, right?
4 A. I see that, yes.
5 Q. Other than to hide the fact that solicitation is
6 occurring, you can't think of any reason to wait one month to
7 go after the other person, do you?
8 A. I don't know what other person we're referring to.
9 Q. My question is different:
10 Other than to hide the fact that solicitation
11 was occurring, you can't think of any reason why you were being
12 given the direction to wait one month before going after the
13 other person, correct?
14 A. I don't think it was in that context. I don't think
15 that's correct.
16 Q. Turn to Page 81 of the transcript, please.
17 A. The transcript?
18 Q. Yes. Line 19.
19 A. Slow down, please, sir. 81, did you say?
20 Q. Yes. Page 81, Line 19.
21 A. Okay.
22 Q. Question:
23 "Is there any business reason that you can think
24 of about waiting one month before you go after the other
25 person, other than to make it appear that it's not a 97
1 solicitation?"
2 Answer: "You'd have to ask him. No."
3 Question --
4 A. "You would have to ask him." Yes, that's correct.
5 Q. You can't think of any other reason?
6 A. Again, I don't know what the context or, again, you
7 would have to ask Mr. -- you know, Mr. Thomas what he was
8 referring to there.
9 Q. But you thanked him for that direction, correct?
10 A. I thanked him for the e-mail, yes.
11 Q. Turn to Exhibit 58, please, the very next tab.
12 Exhibit 58 is a series of text messages between you,
13 Mr. Nasserfar, and someone at Oak Mortgage, correct?
14 A. I don't know. It doesn't look like this is my text
15 messages.
16 Q. Well -- and that's because you deleted yours, right?
17 A. Not only -- from looking at this, this does not look
18 like mine. This is Mr. Nasserfar's.
19 Q. Do you see at the bottom it's produced by Oak
20 Mortgage?
21 A. I see that, yes.
22 Q. Okay. On the very last page, the text at the top
23 are you there?
24 A. Okay. The one that says "Group?"
25 Q. The very top text is from someone that you're not 201
quite honest with you. It's just a list of names that folks we
get referrals from.
Q. So Mr, Nasserfar sent you a list of all these folks
at builder clients, and you don't have any memory of why you're
getting this?
6 A. I don't. No, sir.
Q. Okay. You never worked for any Brohn Homes account
matters before you came to work at AmeriPro, correct?
A. Actually, yes, I did.
10 Q. Please turn to Page 188 of your transcript.
11 Line 13, question: "When do you contend that
12 you had a relationship with borrowers at Brohn? When did that
13 first arise?"
14 Answer: "I rarely worked on the Brohn account.
15 I would say over the course of the two years that Michael
16 Nasserfar and I were working together as a team. I may have
17 worked with three or four Brohn borrowers maybe when
18 Mr. Nasserfar was on vacation, something like that."
19 Question: "And when -- was it as early as
20 2011?"
21 Answer: "No, sir."
22 Question: "It was after that?"
23 Answer: "It would have been after that."
24 A. I worked with Brohn prior to my employment at
25 AmeriPro, but it wasn't the Brohn account. 203
1 Q. Exhibit 62.
2 A. Okay. And repeat the question?
3 Q. That's an e-mail you sent while you were still an
4 employee of AmeriPro discussing a meeting that you and
5 Mr. Nasserfar had with JB Goodwin, correct?
6 A. That e-mail, yes.
7 Q. And so while the two of you were still with AmeriPro,
8 you met with a potential referral source at JB Goodwin,
9 correct?
10 A. I met with a -- it looks like Judy Alloway.
11 Q. My question:
12 It was a potential referral source, correct?
13 A. It would have, I guess, been a potential referral
14 source but that's -- again, most relators are potential
15 referral sources.
16 Q. And you and Mr. Nasserfar weren't meeting with JB
17 Goodwin as a potential referral source for AmeriPro, though,
18 were you?
19 A. Just a general meeting. There wasn't really any
20 substance or agenda for that. We networked and talked to
21 relators on a daily basis.
22 MR. BEHRENS: Objection, nonresponsive.
23 THE COURT: Sustained.
24 Q. (BY MR. BEHRENS) You and Mr. Nasserfar weren't
25 meeting with JB Goodwin as a potential referral source for 204
AmeriPro, were you?
A. I wasn't meeting him for referral sources, no, sir,
3 not with AmeriPro.
4 Q. You knew that you were about to start with Oak
5 Mortgage, correct?
6 A. When the meeting occurred and I don't recall when the
7 meeting was, but since -- this would be yesterday, so it would
8 have been around January 14th. At that point, I knew that I
9 was trying to get -- resign from AmeriPro, yes -- in the
10 process of.
11 Q. Please turn to Page 178 of your transcript.
12 Line 23: "And so when you were trying to
13 look to JB Goodwin" -
14 THE COURT: Hold on. Hold on.
15 MR. BUNDREN: Be just a second.
16 Thank you.
17 What's the line?
18 MR. BEHRENS: 178, Line 23.
19 MR. BUNDREN: Thanks.
20 Q. (BY MR. BEHRENS) "And so when you were trying to
21 look to JB Goodwin as a potential referral source, it was for
22 you at Oak Mortgage, correct?"
23 Answer: "I wouldn't say that 100 percent.
24 Again, the meeting wasn't about any immediate business, any
25 future business. It was just an introduction." 205
1 Question: "Were you talking to her about being
2 a referral source for AmeriPro?"
3 Answer: "No."
4 Did I read that correctly?
5 A. You did read that correctly.
6 Q. In Line 10:
7 "Did you advise anyone at AmeriPro about this
8 meeting that you had with JB Goodwin on January 14?"
9 Answer: "No."
10 Did I read that correctly?
11 A. You did read that correctly.
12 Q. You're aware that any of your contract provision that
13 made any prospect something that you could not divert away from
14 AmeriPro, correct?
15 A. I'm sorry, say that again?
16 Q. Yeah. Your contract required that you not divert any
17 prospect away from AmeriPro, correct?
18 A. I'm not 100 percent positive that's what it states.
19 But I didn't think at this particular instance was anything of
20 the sort -- such going on.
21 Q. My question is:
22 Are you aware whether Paragraph 5(f) of your
23 employment agreement --
24 Can I see that, sir?
25 Q. Sure. 217
1 created, Windows artifacts that are within that date range,
2 anything that looks like it could provide a clue as to how that
3 computer was being used in the -- in the last couple of days or
4 whatever the time frame given is.
5 Q. And the time frame given here was January 12th to
6 January 15th, 2015?
7 A. Correct. Yes.
8 Q. And was that your understanding is that -- that were
9 the days -- the days right before Mr. Task resigned?
10 A. That's correct.
11 Q. So on Mr. Task's laptop, what were you able to
12 determine based on that initial evaluation?
13 A. I found through the Windows Registry examination that
14 there was one drive, one USB hard drive, that was connected to
15 this computer on the 15th and that was about 1:51 p.m., and
16 then there were -- I think I produced 15 link files to show
17 files that were being written to or created within that same
18 time frame.
19 Q. Okay. Stop there. What do you -- what's a link file
20 that is written to or created? What does that mean?
21 A. Link file is a shortcut file. If you use a Windows
22 machine and you have the little icons on your desktop, that's a
23 shortcut. When -- when you open -- when you access a -- a Word
24 document, a link -- Windows will create a link file in the
25 recent documents folder and it just -- it tells Windows 218
1 everything it needs to know about that parent file. So I don't
2 know if you've ever -- if you use Word and you -- you open Word
3 the first time, you get a drop-down list of all the documents
4 you have recently edited. That's where that comes from.
5 Windows pulled that from a couple different places. But it's
6 simply something that Windows does to track the file that you
7 open so that the next time you open it will be a lot faster and
8 you'll be happy with Microsoft.
9 Q. To backtrack a little bit, you saw that a USB device
10 had been installed on January 15th?
11 A. Correct.
12 Q. All right What is the recent activity, what does
13 that mean to you?
14 A. To me it means -- means very little. I just -- I
15 will produce those files and the link files that are created
16 with that date range back for other people to look at, and then
17 they'll look at the file names and they will know whether or
18 not that was important or not.
19 Q. Are those link files noted in your report --
20 A. They are.
21 Q. -- Exhibit 43?
22 Where are they?
23 A. There should be an attachment. Yeah. The list of
24 those link files is Exhibit 1. It's A -- APF 00028187.
25 Q. Okay. What else did you note in examining Mr. Task's 219
1 computer?
2 A. I noticed a series of folders that had been deleted.
3 Q. What date?
4 A. They -- the dates they were deleted is not absolutely
5 known. We know that they were last written on January 15th,
6 which would be the last activity that something occurred to
7 these folders before they were deleted. That could very well
8 be the deletion date.
9 Q. And what else about that, how many deletions or
10 what -- if you look at your -- if you want to refer to your
11 report.
12 A. Yes. The -- that's Exhibit 3 and it's APF 00028190
13 and there was a list of 62 folders that were deleted. What
14 was -- what I noticed about this is where they reside. They
15 reside off the root of C: and they appeared to be company
16 information or a folder that contained company information. So
17 the logical path in which they reside was
18 C:\mtask-ameriprofunding-clients-2012. So I made this
19 available to the reviewers with a note saying, "Look at this.
20 It's not typical for corporate data to reside on the root of a
21 C: drive because the IT people can't manage it." They can't
22 back it up and -- and keep up with the company data. So that
23 may be important and it may not be. The reviewer would know
24 that.
25 Q. All right. So just so I understand that, what you're 220
1 saying is there were -- there was a lot of AmeriPro information
2 on the local drive or the C: drive on the laptop?
3 A. Correct.
4 Q. All right. And that there was evidence of deletion
5 of folders?
6 A. That's correct.
7 Q. Your report talks about folder content. What what
8 are you saying about that?
9 A. Yeah, they -- because the folders are deleted,
10 anything contained within those folders would also be deleted.
11 So there were hundreds of files within these 62 folders that
12 once the folders become deleted, they -- they, themselves, also
13 are deleted from -- from the hard drive.
14 Q. So are you saying that someone had to intentionally
15 delete folders and files?
16 A. Yeah, there's -- there's been a folder deletion.
17 Somebody deleted the folders or something deleted these
18 folders, correct.
19 Q. And how many files were deleted did you find?
20 A. 911 files.
21 Q. Did you look at Page 3 of your report under the
22 heading "Deleted Files"?
23 A. Yes. That's what I am looking at now.
24 Q. All right. So the last paragraph, are you reaching
25 some sort of at least preliminary conclusion about what you've 221
1 examined on the computer?
2 A. Yes.
3 Q. What is that?
4 A. Yeah. I just told someone to pay attention to this.
5 It's it would be consistent with files being copied or
6 archived and removed immediately prior to being deleted.
7 Q. Being removed to?
8 A. Well, if you have a USB device that's plugged in
9 before a bunch of files that -- that get deleted, then that
10 would be consistent with the activity of -- of copying files
11 and deleting files.
12 Q. Is that what you saw here, the USB device was
13 inserted and then short -- within minutes a bunch of file
14 folders were deleted?
15 A. That's what I'm seeing, yeah. I'm just making people
16 aware that, you know, look at this. It might be important.
17 Q. Now, you --
18 MS. BURTON: We would ask that Exhibit 43 be
19 admitted, Your Honor.
20 MR. BUNDREN: It's already marked as --
21 MS. BURTON: Is it?
22 MR. BUNDREN: -- a deposition exhibit.
23 MS. BURTON: Okay. It's already admitted
24 Never mind.
25 MR. BUNDREN: I think it's, I believe, 153; is 226
1 what it was, and that's when I -- like I said, I was expecting
2 to find forensic images, a production of forensic images, and
3 when I started to review it, I found that it was actually some
4 kind of e-discovery production. It contained a series of
5 folders that appeared to be named after devices like computers
6 and laptops and -- and e-mail accounts and then within those
7 folders was what I would call a select production of files.
8 Q. And I think it was actually Exhibit 48, which is not
9 45 like I said; is that right? 48, is that what you are
10 referring to?
11 A. I'm looking at 40 -- 48? Yes, that's -- yeah, it's
12 48.
13 Q. So --
14 A. That's correct.
15 Q. So tell me what does 48 represent again?
16 A. That's correct, yes.
17 Q. What does that represent, 48?
18 A. That is the -- the root structure of item 14 of
19 that that USB device is what's on it.
20 Q. So, explain what -- on 48 it's got a list of certain
21 things. What are those?
22 A. Yes. And when I looked at, I don't know what the
23 control numbers are. I would say that COC-001 through 24 is
24 some kind of internal control number for somebody. The naming
25 convention when I see it explains to me that it is devices 227
belonging or used by certain people. For instance, COO -- or
COC-001 would be an external hard drive used by Nasserfar, 002
would be a thumb drive used by Task and on down the line. So
when I first saw this, it told me that it was some kind of
selective production from those devices that was organized in
6 these folders and put on the hard drive that we received.
7 Q. Why do you say "selective production"?
A. Because it's not the original device. It doesn't
9 have the file system metadata or any other artifacts that a
10 forensic examiner would need to authenticate the evidence.
11 Q. Okay. So these were not forensic images?
12 A. These are not forensic images.
13 Q. So you say it doesn't have the metadata. What do you
14 mean by that?
15 A. The file system metadata is -- is what an examiner
16 needs to determine authenticity that is specific to each
17 device. It will be a master file table. It will be the
18 unallocated clusters. It would be the file select. It will be
19 the recycle bin artifacts for that device. It will be bitmaps.
20 It will be all of those -- those things that are specific to a
21 device like card catalogs and shelves are specific to a
22 library.
23 Q. So how does that hamper the investigation?
24 A. I don't know -- I don't know where any of this data
25 come from other than somebody named a folder and says it comes 230
1 deleted with system artifacts that show that folders were
2 deleted, that -- actually, they were copied to this device on
3 the 15th -- on May the 15th. They had to be deleted sometime
4 after that date because they can't be deleted before they
5 exist, that there -- there are items in the recycle bin,
6 additional folders, that were actually placed in the recycle
7 bin on the 19th and recycling in itself is a -- is, for all
8 basic -- practical purposes, a deletion process and the
9 unallocated clusters on this device are zeroed out. So
10 normally when you find deleted artifacts like this or you find
11 recycle bin artifacts, you can forensically recover them or at
12 least -- at least fragments of them, but the unallocated
13 clusters on this particular device contains nothing but zero
14 values so -- which is indicative of -- of unallocated clusters
15 being wiped, being basically sterile, contains no data.
16 Q. Would you look at Exhibit 50 -- I'm sorry, 49.
17 A. 49?
18 Q. Yes, sir.
19 A. Okay.
20 Q. Was that -- was that produced -- or made -- a copy
21 made from what was produced by Oak Mortgage's screen shot?
22 A. Yeah. It appears to be a -- a property listed in
23 Windows on a device -- on a file name p&lnasserfar.xlxs.
24 Q. And what -- and where does it -- based on your
25 analysis, where did this come from, the document that it refers 231
to? Where was it found?
2 A. It was on -- it was on 14 or -- item 14 or item 17.
3 I'm not sure which,
4 Q. All right. If you look at that, what does this "Last
5 saved by" mean and -- what does that mean?
6 A. "Last saved" is -- this is document metadata. It's
not file metadata, it's document metadata. It's embedded into
8 the document itself. It's -- it's a part of that spreadsheet.
9 "Last saved" would be a Microsoft element and what it's telling
10 you is when this last pulled up in Excel and saved, the last --
11 it was last saved by Jackson Thomas. Where Microsoft gets that
12 information is from user accounts. So I would say that this
13 was on a computer with a user account named Jackson Thomas and
14 it was last saved on -- on December 17th, 2014.
15 Q. What document is it referring to that was saved?
16 A. That's the p&lnasserfar spreadsheet.
17 Q. Do you know who Jackson Thomas is? Are you aware who
18 Jackson Thomas is?
19 A. I have no idea.
20 Q. Okay. And then if you look at Exhibit 50, what is
21 that indicating?
22 A. Well, this file -- this file -- we're actually
23 looking at that folder because it's a folder name COC-018. It
24 would be on item 17. And we're looking at the -- again, the --
25 the property that's displayed by Windows of the p&lnasserfar 232
1 spreadsheet.
2 Q. Let's compare 49 to 50 again. Is there something
3 different that's been added on 50?
4 A. When -- yeah. When you look at that folder structure
5 you're looking at -- on item 50 you're looking at the COC-18
6 [sic] Jackson Thomas computer folder. There's two files that
7 reside in that folder. It's LO.docx and the p&lnasterfar --
8 which somebody misspelled Nasserfar looks like -- but
9 p&lnasserfar.xlsx, and then when you look at item 50, you'll
10 see we're -- we're looking at the COC-018 folder of item 17 and
11 it has a -- a PDF of what looks like it's been created from the
12 p&lnasterfar Excel spreadsheet, but the name is now spelled
13 right in the PDF and the LO.docx file is missing and the
14 thumbs.db file is the Windows artifact.
15 Q. All right. So if I understand correctly, 49 and 50,
16 which one's for -- 49's from which device -- which --
17 A. 49 is -- will be the first one we -- let me see. 49
18 would be -- yeah, 49 would be the first hard drive we received,
19 which would be item 14.
20 Q. All right. And 50 is from the second item we
21 received?
22 A. Yes, and that would be item 17.
23 Q. Is it 17 or 19?
24 A. That is a good question. It may be 19.
25 Q. Okay. All right. So in other -- just to wrap this 233
1 up, so what does this tell you about what was happening in the
2 production by Oak on these hard drives, the difference between
3 these two exhibits?
4 A. Well, in the -- to start with I was expecting
5 forensic images of the source media on both of these and it's
6 not there. The first one is some kind of selective file
7 production that's in folders that contain names that tend to
8 identify devices and people. The second production ends up
9 being almost the same data without the names that identify
10 people and computers with some differences in files that exist
11 and files that don't exist and containing system artifacts,
12 system metadata, specifically master file table records that
13 show that files -- or folders, rather, have been deleted from
14 this device as well as folders being placed in the recycle bin,
15 and we actually have the security identifier of that recycle
16 bin so we can track that back to find out who did it if we had
17 the devices or if we had the domain controller.
18 Q. Were you able to determine how many files were
19 destroyed or deleted?
20 A. Ask that again.
21 Q. How many files were destroyed or deleted, were you
22 able to determine that?
23 A. We were. Is it an exhibit? I don't remember off the
24 top of my head.
25 Q. I don't know that it particularly -- 234
1 A. Yes, it looks like it's here. It's going to be
2 there's 142 lines in this spreadsheet.
3 MR. BUNDREN: What exhibit is that?
4 Q. (BY MS. BURTON) Yeah.
5 MR. BUNDREN: What exhibit are we --
6 Q. (BY MS. BURTON) What are you looking at, Roy?
7 A. I'm looking at --
8 MR. GARCIA: 46.
9 Q (BY MS. BURTON) Exhibit 46?
10 A. Yeah. That's -- that's item 46, correct.
11 Q. Okay. So tell us again what -- how many --
12 A. So this is the list of all of the folders that were
13 deleted from the second USB drive and you'll note that they
14 were created on the 14th and last written on the 14th and are
15 deleted. So they -- they had to be deleted at the 14th. But
16 when you look at the list, you'll see there's a 142 total lines
17 in the spreadsheet. The first one doesn't -- the first three
18 don't count. No, the first two don't count because they're
19 headers, so there would be 140 folders deleted from this USB
20 hard drive.
21 Q. This was which thumb drive? Who -- who was -- whose
22 name was on it?
23 A. This would be --
24 MR. BUNDREN: Objection, form, referring to a
25 thumb drive. 235
1 Q. (BY MS. BURTON) Flash drive.
2 A. Yeah, Well, it's an external hard drive. This will
3 be the one that didn't have the folder that contained the names
4 of the people and the computers. It was the second one
5 received. It's the one I've been calling 17.
6 Q. If you look on Exhibit 46 at the top, it says, "All
7 folders resided in the COC-002 folder on the USB hard drive
8 before they were deleted." Is that correct?
9 A. That's correct.
10 Q. And that COC-002, does that refer back to -- so you
11 can identify where it came from?
12 A, Well, that's the folder that resides on this -- on
13 this media and if you look at the -- item 14, the first media,
14 you'll see that COC-002 is identified as the Task thumb drive.
15 Q. Okay. That's how they identified it when they
16 produced it?
17 A. That -- the first time, yes.
18 Q. If you will look at Exhibit 47.
19 THE COURT: Is this a good place to break?
20 MS. BURTON: Sure. Yes, Your Honor.
21 THE COURT: I mean, if you've got a little bit
22 more to just close out --
23 MS. BURTON: Yeah. I can close out with him
24 and --
25 THE COURT: That's fine. 236
1 MS. BURTON: -- and then I can be done.
2 THE COURT: Okay.
3 Q. (BY MS. BURTON) So, Mr. Rector, looking at Exhibit
4 47, that also refers to a COC number, correct?
5 A. Yes. That's the recycle bin on the second hard drive
6 and those are basically active artifacts. They were moved into
7 the recycle bin. They have not been deleted as far as the file
8 system is concerned, as far as the MFT records reflect. So
9 they could be -- if it -- if you have that hard drive and it --
10 and you -- you tried -- tried to restore it, if they were
11 there, they would restore. What this shows -- reflects is
12 the -- where they were -- resided before they were recycled and
13 the date they recycled, and you'll see the original path. That
14 COC -- or COC-001, all of these folders were deleted from that
15 root or that parent folder.
16 Q. What did they name -- what did they -- what did they
17 name the folder? If you look at COC-001.
18 A. Yeah. That's what it's named on this drive, but on
19 the first drive they produced, it had -- they named and
20 identified it as, yeah, "Nasserfar External Drive."
21 Q. So -- okay. So those were folders that were recycled
22 off of that drive?
23 A. Yes. And back on 40 -- is it 47? Yeah. The recycle
24 bin is associated to a domain user and that's that first line.
25 You'll see that big long SID number. For short, you can just TAB 3 1
REPORTER'S RECORD VOLUME 3 OF 4 VOLUMES 2 TRIAL COURT CAUSE NO. D-1-GN-15-000785 APPELLATE COURT CAUSE NO. 03-15-00416-CV 3 OAK MORTGAGE GROUP, INC., IN THE DISTRICT COURT MICHAEL H. NASSERFAR, MICHAEL E. TASK, and TYCORD R.
P'aintiffs,
VS. TRAVIS COUNTY, TEXAS 8
11 Defendant. 345TH JUDICIAL DISTRICI
21 On the 27th day of May, 2015, the following proceedings
22 came on to be heard in the above-entitled and numbered cause
23 before the Honorable Gisela Triana, Judge presiding, held in
24 Austin, Travis County, Texas;
25 Proceedings reported by machine shorthand. 30
A. I did.
Q. Okay.
MR. BUNDREN: Pass the witness.
THE COURT: Anything else, Ms. Burton?
MS. BURTON: No, Your Honor, we have no
questions.
THE COURT: Okay. You may step down. Thank
8 you. You may call your next witness.
MR. BEHRENS: Your Honor, we call Michael
10 Nasserfar as an adverse witness.
11 (Witness takes the stand.)
12 MR. BEHRENS: And, Your Honor, while he is
13 taking the stand, may I approach?
14 THE COURT: Sure.
15 MR. BEHRENS: Yesterday there was testimony that
16 Regulation P was enacted in 2014. We wanted the Court to take
17 judicial notice from the federal register. It was enacted in
18 2011. It was in place the entire time that Mr. Task and
19 Mr. Nasserfar were employed at AmeriPro.
20 THE COURT: Okay.
21 Mr. Nasserfar, raise your right-hand,
22 (Witness sworn.)
23 THE COURT: Do you-all want these notebooks up
24 here with him?
25 MR. BEHRENS: I'm sorry? 31
1 THE COURT: Do you want the notebooks up here
2 with him?
3 MR. BEHRENS: Our notebooks, but not this large
4 one --
5 THE COURT: Okay.
6 MR. BEHRENS: -- from opposing counsel.
7 THE COURT: I am just trying to get stuff away.
8 MR. BEHRENS: Yeah.
9 (Sotto voce discussion.)
10 MR. BEHRENS: And also, Your Honor, like
11 yesterday we wanted to go ahead and give the witness and you
12 copies.
13 THE COURT: That's fine.
15 having been first duly sworn, testified as follows:
17 BY MR. BEHRENS:
18 Q. Mr. Nasserfar, please state your name.
19 A. Michael Hooman Nasserfar.
20 (Court Reporter requests clarification.)
21 THE WITNESS: H-0-0-M-A-N.
22 Q. (BY MR. BEHRENS) You resigned from AmeriPro on
23 Friday, January 16, 2015, correct?
24 A. Correct.
25 Q. The following Monday, January 19, Oak Mortgage opened 32
a new Austin office with you as its vice president of Austin,
correct?
3 A. Correct. Opened?
Q. Yes. And in addition to being vice president you are
also Oak Mortgage's branch manager for Austin, correct?
A. Correct.
Q. Until you, Mr. Task, and Mr. Gosnay started working
at Oak Mortgage on January 19, Oak didn't have a Lakeway
office, did it?
10 A. I couldn't answer that question. I don't know where
11 the Austin office was. I know that several employees lived in
12 Lakeway. I'm not sure.
13 Q. Could you turn to your deposition at Page 25?
14 A. Would that be in this book?
15 Q. Yes. The one I handed you.
16 It says, question: "So in the Austin area, at
17 least, the only one that exist is the one you were running in
18 Lakeway; is that correct?"
19 Answer: "Yes."
20 THE COURT: Hold on. He's not there yet.
21 MR. BEHRENS: Oh, I'm sorry.
22 MR. BUNDREN: One second. What page are you on?
23 MR. BEHRENS: Page 25.
24 THE WITNESS: Page 25. What line?
25 Q. (BY MR. BEHRENS) Line 14: "So in the Austin area, 33
1 at least, the only one that exists is the one that you were
2 renting in Lakeway; is that correct?"
3 "Yes."
4 Question: "And to your knowledge, there was
5 no well, you said there was no Lakeway office prior to you
6 and Task and Gosnay going to work for Oak; is that correct?"
7 Answer: "Yes."
8 Did I read that correctly?
9 A. Yes, you read that correctly.
10 Q. When Tom Grant started Centerra Homes in 2009, you
11 were working with First Continental, correct?
12 A. Correct.
13 Q. But Mr. Grant used a different person, Roan King to
14 handle Centerra's lender business, correct?
15 A. Say that again?
16 Q. Tom Grant, when he started Centerra Homes, used a
17 different person named Roan King to handle the lender business
18 for Centerra, not you, correct?
19 A. I can't answer that. I don't know. He used several
20 different people.
21 Q. My point is, he's using several different people
22 other than you. You were handling the Guillen count -- account
23 and he used someone else, correct?
24 A. No. I'm not familiar with that account.
25 Q. You were there when he testified, weren't you? 37
1 Q. (BY MR. BEHRENS) But again, in terms of the lender
2 relationship with Centerra Homes that began when Mr. Grant
3 approached you and had discussions with you and Chad Overhauser
4 at AmeriPro, correct?
5 A. I think there's two unique things going on here.
6 There's a lender relationship and a personal relationship and
7 the two are pretty symbiotic.
8 I have a relationship with him personally,
9 professionally and when he spoke to me, it wasn't that just all
10 of a sudden out of the blue he decided to speak to me about me
11 being at AmeriPro and working with him at Centerra.
12 Q. You did not handle the Centerra account until you
13 were at AmeriPro, correct?
14 A. Correct.
15 Q. Let's talk about your time at AmeriPro.
16 You first became a manager at AmeriPro in
17 December of 2012, correct?
18 A. I can't recall off the top of my head.
19 Q. Can you turn to Page 47 of your deposition
20 A. Yes.
21 Q. Line 20.
22 A. You say 47?
23 Q. Page 47, yes.
24 A. Line 20.
25 Q. Question: "So you first -- would you agree you first 1 became a manager at AmeriPro in -- on December 1, 2012?"
2 Answer: "Correct."
3 Did I read that correctly?
4 A. You read that correctly.
5 Q. From that point in 2012 forward and till you resigned
6 in 2015, you understood that you owed a fiduciary duty of
7 loyalty to AmeriPro, correct?
8 A. I don't understand "fiduciary loyalty."
9 Q. Did you owe a duty of loyalty to AmeriPro during that
10 entire time you were a manager?
11 A. I don't -- I --
12 Q. Turn to the very next page of your deposition Page
13 48.
14 A. Okay.
15 Q. Line 9.
16 Question: "So when you became a manager at
17 AmeriPro, did you believe you owed a duty of loyalty to
18 AmeriPro?"
19 Answer: "Yes."
20 Did I read that correctly?
21 A. Correct. You read that correctly.
22 Q. You also understood that you owed a duty to devote
23 your full-time attention to running the AmeriPro branch office,
24 correct?
25 A. I believe I did so, correct. 39
Q. You understood that keeping borrower account numbers
private was at the utmost importance under the law, correct?
A. Correct.
Q. You personally kept a copy of AmeriPro's confidential
general ledgers even after you resigned from the company,
6 correct?
7 A. I don't believe so. I would like to know what you're
8 referring to.
9 Q. Turn to Page 130 of your deposition.
10 A. (Witness complies.)
11 Q. Sir, it's Page 130. You can't do it one page at a
12 time to get there.
13 A. It's not a lot of pages at a time.
14 Q. Page 130, please, are you there?
15 A. Yes, sir.
16 Q. Question, Line 9: "And earlier we talked about this,
17 and you testified that a general ledger would be confidential;
18 is that correct?"
19 Answer: "A general ledger would be confidential
20 information."
21 Then Line 19: "This came through your attorney
22 pursuant to our request for production by AmeriPro. Did you
23 provide it to your attorney?"
24 Answer: "Correct. I would have supplied this."
25 You had a copy of the general ledgers after you 40
resigned from AmeriPro, correct? That's how you were able to
give it to your attorney?
3 A. I went on to say, in several different instances, I'm
not sure of the 800 pages where it was produced whether via
e-mail. There's several instances in this deposition.
Q. Were you testifying truthfully when you said,
"Correct. I would have supplied this." Or were you being
8 untruthful?
9 A. I was being truthful, sir. I 'm just saying that this
10 is a whole deposition. There's a different section in there
11 where I stated there was 800 documents provided, and I don't
12 know whether it would have been my supplying it or Michael Task
13 or Ty Gosnay.
14 Q. You had a copy after you resigned from AmeriPro,
15 that's how you were able to give it to your attorney, right?
16 A. I said in my deposition, I would like to see where it
17 was housed and how it was given so I would know the exact
18 location.
19 Q. Well, you didn't keep any copies of general ledgers
20 because of any concerns about needing to protect yourself, did
21 you?
22 A. There was a copy set that Michael Task had kept, and
23 I didn't need to do a duplicate set for myself. I'm speaking
24 on behalf of myself.
25 Q. Would you turn to Page 130 -- stay on 130 of your 1 deposition.
2 Line 23: "Why do you -- you still have a
3 general ledger by branch which belongs to AmeriPro Funding in
4 which you have testified as confidential?"
5 Answer: "I can't answer that. I don't know."
6 It's your testimony today that you did need it
7 for protection?
8 A. Well, between Michael Task and I, we had maintained a
9 lot of documents. He maintained it. I didn't have it. Your
10 question was, "Did I produce it at one point to our attorney?
11 And my response was, "I'd have to see where it was housed in
12 order to know how that document was produced."
13 Q. You and Mr. Task gave an entire years worth of
14 general ledgers, confidential general ledgers, to our
15 competitor, Oak Mortgage, correct?
16 A. No. That's not correct.
17 Q. On Page 132, if you turn there, Line 12.
18 Question: "So your testimony is that either you
19 or Mr. Task provided Exhibit 12, which is the general ledger by
20 branch to Oak Mortgage?"
21 Answer: "Correct."
22 Did I read that correctly?
23 A. You did. Can I see Exhibit 12, please? So that I
24 can actually see what we are talking about.
25 Q. I believe it's Exhibit 48 in the binder. 1 I'm sorry, 28.
2 And in the question, she actually identified it
3 as the general ledger by branch, do you see that?
4 THE COURT: Hold on. He's looking for 28; is
5 that what you said?
6 MR. BEHRENS: Yes.
7 A. This was not something I had in my possession.
8 Q. (BY MR. BEHRENS) The testimony on Page 132 was
9 Exhibit 12 and that's the exhibit sticker on that exhibit,
10 right?
11 A. Correct.
12 Q. And you answered "correct" when she asked you if you
13 or Mr. Task gave it to Oak Mortgage, correct?
14 A. Correct.
15 Q. And the general ledgers provided you and Oak Mortgage
16 a blueprint of all of AmeriPro's credits and debits for the
17 entire year at that Lakeway branch, correct?
18 A. This was not given to Oak Mortgage.
19 Q. Despite your testimony, to the contrary in
20 deposition?
21 A. This was not given to Oak Mortgage.
22 Q. So you're disputing what you said in deposition?
23 A. This was not given to Oak Mortgage, sir.
24 MR. BEHRENS: Objection, nonresponsive.
25 THE COURT: Okay. But you don't understand the 43
1 question. Your deposition said that, that was correct.
2 So are you changing your testimony?
3 THE WITNESS: At the time when I answered it, I
4 answered it incorrectly.
5 Q. (BY MR. BEHRENS) So for at least three and a half
6 months while you were still being paid to manage AmeriPro's
7 branch office, you were negotiating with our competitor Oak
8 Mortgage about getting a job there, correct?
9 A. What are the specific dates that you're referring to,
10 please?
11 Q. If you turn to Page 23 of your deposition.
12 Line 12, question: "So at least three and a
13 half months while you were still employed by AmeriPro, while
14 you are still being paid by AmeriPro, you are negotiating with
15 Oak about getting a job there?"
16 Answer: "Correct."
17 Did I read that correctly?
18 A. Correct.
19 Q. During that three and a half months, you
20 systematically provided confidential information of AmeriPro to
21 our competitor Oak Mortgage, correct?
22 A. Incorrect.
23 Q. Let's look at an example.
24 First, you received a job offer from Oak
25 Mortgage by November 11, 2014; is that correct? A. I don't recall off the top of my head. I'm sorry.
Q. Please open the exhibit notebook to tab 27. It's an
e-mail that Oak Mortgage's senior vice president sent you on
November 12, 2014
A. In the deposition or in -- I'm sorry, I got
confused.
Q. I said tab 27 of the notebook.
8 A. Sorry. I can get there fast. Sorry. Yes, sir.
9 Q. And the senior vice president wrote you that to make
10 an upcoming meeting effective, "I will need some more
11 information from you by the weekend." Do you see that?
12 A. Yes.
13 Q. And Oak Mortgage's list of things that he needed you
14 to provide included AmeriPro's 2013 and 2014 profit and loss
15 statements, correct?
16 A. That's what that e-mail states, correct.
17 Q. You knew that the competitor was asking for
18 confidential information of AmeriPro, right?
19 A. It appears that they're asking for very specific
20 items in their e-mail. I don't know if it's confidential or
21 not. That's -- I'm not an attorney.
22 Q. If you turn to Page 125 of your deposition.
23 Are you there?
24 A. 126, 125, yes, sir.
25 Q. Line 17: "Was that something that you said earlier 45
that P&L was confidential information of AmeriPro, correct?"
2 Answer: "Correct."
3 Did I read that correctly?
4 A. You read that correctly.
5 Q. Exhibit 27 is an example of AmeriPro's competitor
6 asking you for confidential information without AmeriPro's
7 knowledge, correct?
8 A. Correct. They asked for information in that e-mail.
9 Q. Now, please open the exhibit notebook to tab 70.
10 Are you there?
11 A. Does it say "Offer Number 1" on top? Yes.
12 Q. Okay. On November 17, 2014, you gave a copy of the
13 profitability report that's contained in this exhibit, correct?
14 A. I don't believe so.
15 Q. You were there when Holden Thomas, the designated
16 representative of Oak Mortgage -- mortgage testified, weren't
17 you?
18 A. Yes, I was.
19 Q. And on this very exhibit you heard him testify that
20 you are the one who gave him that copy?
21 A. I gave him the report. I don't recall if this is the
22 exact report.
23 Q. Well, this is the report he produced to us in that
24 deposition --
25 MR. BUNDREN: Objection, form. 4d
1 Q. (BY MR. BEHRENS) Correct? You were there?
2 A. I was there, and I don't remember off the top of my
3 head.
4 Q. You don't remember that this report was brought that
5 day?
6 A. No, sir, I don't remember.
7 Q. You did give him a copy of a profitability report,
8 didn't you?
9 A. I don't remember the exact title of the report, but I
10 gave them the report.
11 Q. At that meeting, on November 17th, correct?
12 A. Correct. At that meeting I did give him the report.
13 Q. And you heard him testify that he scanned it onto Oak
14 Mortgage's computer, whatever you gave him that day, right?
15 A. I would have to see the -- I don't remember off the
16 top of my head exactly what he said during his deposition.
17 Q. You provided -- whatever the report is that you --
18 will admit to have been provided that day, that was in direct
19 response to Oak Mortgage asking you for the profit and loss
20 statement of AmeriPro, correct?
21 A. Correct.
22 Q. The profitability report contains a list of borrowers
23 of AmeriPro, the fees they pay and their account numbers,
24 correct?
25 A. Specific to what account number are you referring to? 48
1 could give out publicly?
2 A. No.
3 Q. It's confidential information, right?
4 A. I -- I think we have a different understanding of
5 confidential.
6 Q. Well, under your understanding, you are free to give
7 loan numbers and the names of borrowers of the financial
8 institution you work with to some third party; is that your
9 testimony?
10 A. No, sir.
11 Q. You developed what you called a "builder centric
12 model" when you were employed at AmeriPro, correct?
13 A. I continued to use a builder model that I knew prior
14 coming to AmeriPro.
15 Q. Turn to page -- or to tab 75 of the exhibit notebook.
16 In the middle paragraph -- are you there?
17 A. Yes, sir.
18 Q. You wrote, "The builder centric model I have
19 developed here at AmeriPro," do you see that? "The builder
20 centric model I have developed here at AmeriPro," you wrote
21 that, didn't you?
22 A. I wrote that. Prior to that, I put "I have been
23 managing builder based mortgage platforms for the past 12 years
24 for several local and national builders."
25 Q. My question was about the builder centric model -- 49
1 A. I answered your question --
2 Q. -- that you developed at AmeriPro.
3 THE COURT: Guys, stop. Stop.
4 THE WITNESS: Yes.
5 THE COURT: Do not talk over each other. Stop.
6 THE WITNESS: Sorry.
7 THE COURT: I need you to wait for him to answer
8 the question. If you have an objection to his response, then I
9 need you to make an objection.
10 MR. BEHRENS: Yes, Your Honor.
11 THE COURT: I need you to wait for him to finish
12 the question before you answer.
13 THE WITNESS: Yes.
14 THE COURT: Okay.
15 Q. (BY MR. BEHRENS) You wrote that the builder centric
16 model -- I'm not asking about the platform. The builder
17 centric model is something that you developed at AmeriPro,
18 that's what you wrote, right?
19 A. That's one sentence out of a paragraph that is being
20 taken out of context. I had been doing it for 12 years prior,
21 to which, I defined prior to that sentence in order to be able
22 to say I had history of doing this. I didn't just start doing
23 it at AmeriPro.
24 Q. And you said that "The builder centric model I have
25 developed here at AmeriPro is adding profitability, timely 50
1 closings, and assisting on making sales for our builder
2 partners," did you write that?
3 A. Yes. I wrote that.
4 Q. Was that a truthful statement that you were assisting
5 your builders with their profits and timely closings and sales?
6 A. I think I wrote it rather ambiguous and vague in
7 regards to elicit a response from them; but to the extent I
8 wrote that, yes, I wrote that.
9 Q. My question is different: Were you being truthful
10 when you wrote it?
11 A. Was I being truthful, yes.
12 Q. Okay. Turn to Exhibit 67 That's your Linkedln page
13 as of March 25, 2015, correct?
14 Are you there?
15 A. I'm on 67. And what was your question?
16 Q. That's your Linkedln page as of March 25, 2015,
17 correct?
18 A. It appears to be. This is a rather working document
19 but I don't know --
20 Q. Is that a yes?
21 A. It says March 25th on there so...
22 Q. As part of your work history at AmeriPro, you wrote
23 on the second page, "Three plus years currently managing
24 mortgage loans as the exclusive lender for three Texas-based
25 builders at AmeriPro," do you see that? 51
1 A. Yes, I see that.
2 Q. And you're the author of that statement, aren't you?
3 A. I don't recall if it was all my doing or if our
4 marketing person at AmeriPro assisted and/or our -- I forget
5 her compliance -- I forget her title, Rachel Fowler. I had
6 several people I had to check with before I put anything on
7 there.
8 Q. And then before you put anything on there, you're
9 talking about your Linkedln page?
10 A. Correct.
11 Q. But you are the one who put it on the Linkedln page,
12 right, that statement?
13 A. Correct.
14 Q. So what you represented to the public in Exhibit 67
15 is that you managed loans as "exclusive lender for three
16 Texas-based builders," right? Were you being truthful?
17 A. Prior to that statement I also wrote seven years
18 managing Meritage Homes Loans, Hammond, Legacy, Meritage. Two
19 years with Gehan Homes and I went on to say that I have been
20 working three years with three Texas-based builders.
21 MR. BEHRENS: Objection, nonresponsive.
22 THE COURT: Sustained.
23 Q. (BY MR. BEHRENS) Were you being truthful when you
24 represented to the public that you had -- it was an exclusive
25 lender for three Texas-based builders at AmeriPro? 52
1 A. I was being truthful, yes.
2 Q. And the three builders you were referring to were
3 Centerra Homes, Brohn Homes, and Clark Wilson, correct?
4 A. I would have been referring to those three builders.
5 Q. I'm sorry?
6 A. I would have been referring to those three builders.
7 Q. After your deposition in this lawsuit, you went back
8 to that Linkedln page and deleted that statement, right?
9 A. I recently have changed my Linkedln. I've done it
10 several times.
11 Q. So that's a yes to my question, you deleted that
12 reference after your deposition, right?
13 A. I have.
14 Q. Please turn to Page 70 or to tab 76.
15 This is printed from a USB device you provided
16 in discovery, and it's a November 26, 2014 expense report you
17 submitted to AmeriPro for payment, correct?
18 A. It appears to be.
19 Q. And one of the things you asked AmeriPro to pay you
20 back for was taking representatives from Centerra, Brohn, and
21 other clients to dinner and lunches, correct?
22 A. There's a couple on there for that, correct.
23 Q. Part of what AmeriPro paid you to do was to build
24 goodwill with its builder customers, correct?
25 A. It wasn't in my employment agreement. C:3
1 Q. But that's part of what you did as your lob was to
2 build goodwill with these customers, right?
3 A. I believe so.
4 Q. The second to the last reimbursement expense you
5 submitted, it lists Tamela Taylor and that's now Tamela Taylor
6 Thompson, right, at Centerra Homes?
7 A. I know her as Tamela Taylor, but, yes.
8 Q. And you met with her just three days after you got a
9 job offer from Oak Mortgage, right?
10 A. I can't recall the specific dates other than this
11 date that's on this document.
12 Q. And that's -- two days -- though you remember after
13 you gave Oak Mortgage a copy of a profitability report on
14 November 17, right?
15 A. I don't recall off the top of my head the specific
16 dates.
17 Q. Now, in your contracts with AmeriPro, you agreed that
18 leads and loans in-process are the property of AmeriPro, right?
19 A. Yes.
20 Q. And you contractually agreed to provide AmeriPro a
21 written list of all open leads, business prospects, and/or
22 loans in-process as of the date of your termination, correct?
23 A. Correct.
24 Q. And you did have loans still on process when you left
25 AmeriPro, right? 55
deposition.
A. I'm on 157.
Q. I'm sorry. Page 156.
A. Okay. I can get there fast.
5 Q. Line 18: "You didn't tell anyone at AmeriPro that
you were resigning prior to resigning; is that correct?"
A. Did you tell anyone at AmeriPro that -- no, I didn't
tell anyone at AmeriPro I was resigning until I resigned.
Q. I'm trying to find the quote. I'll have to come back
10 to it.
11 AmeriPro's president and general counsel did try
12 to call you after you resigned, correct?
13 A. Yes. I had some phone calls from --
14 Q. And you didn't return any of them, did you?
15 A. I didn't. There was nothing in the message that said
16 anything explicit that they needed They were just calling.
17 Q. After you resigned you never contacted or returned
18 calls to anyone at AmeriPro to help with the transition of any
19 of the loans that were in-process; is that correct?
20 A. I e-mailed the HR department, and I didn't get a
21 response back. I don't process or underwrite files. I'm not
22 allowed to contact borrowers. I can't contact my processors.
23 No one contacted me to help assist on any questions they had on
24 these files.
25 Q. On Page 157, Line 9: 56
1 Question: "And did you either before or after
2 you resigned contact somebody at AmeriPro to help with the
3 transition of those loans?"
4 Your answer was "No," is that correct?
5 A. That is correct.
6 Q. And Chad Overhauser tried to contact you and you
7 didn't return his calls, right?
8 A. His message was indiscreet, did not ask for anything.
9 Q. Well, you didn't call him back, right?
10 A. I didn't feel a need to call him back.
11 Q. Well, Ali Hedayatifar tried to call you and you
12 didn't call him back, right?
13 A. That is correct. His message was not in regards to
14 any loans in process or any questions he had about them.
15 Q. And the president of Tenura Holdings, the parent
16 company, tried to call you and you didn't call him back,
17 either, correct?
18 A. Kevin Klein's voicemail to me did not say anything
19 about loans in processing. So according to help in processing
20 of loans or questions they had, there wasn't anything in
21 voicemail. I didn't receive any calls to help in processing of
22 these loans.
23 MR. BEHRENS: Objection, nonresponsive.
24 THE COURT: Sustained.
25 Q. (BY MR. BEHRENS) However, even though you didn't 57
1 return those calls, you did contact the builders for whom
2 AmeriPro had been the exclusive lender, and you told them you
3 were leaving, right?
4 A. I did.
5 Q. And please turn to tab 77 of the notebook.
6 On December 23, 2014, you e-mailed Oak Mortgage
7 personnel and Mr. Task that you were driving almost 200 miles
8 and dropping in on --
9 THE COURT: Hold on. Hold on. Hold on.
10 THE WITNESS: I'm sorry, sir. I don't have a 77
11 unless my counting is bad.
12 THE COURT: There's two notebooks.
13 THE WITNESS: It goes 76, 78. 77?
14 MR. BEHRENS: The one that has 77 in it, right.
15 THE WITNESS: This one does not -- this one --
16 again, my numb -- counting could be bad, but this only goes to
17 41 and this other just doesn't have a 77 in it. So I
18 apologize.
19 THE COURT: You're saying it's missing it?
20 THE WITNESS: I believe so, yes. 75 --
21 THE COURT: Let me see if I've got it here.
22 THE WITNESS: I'm sorry.
23 MR. BEHRENS: May I approach the witness with a
24 copy?
25 THE COURT: Sure. 58
1 THE WITNESS: Thank you, sir.
2 MR. BEHRENS: You bet.
3 Q. (BY MR. BEHRENS) You e-mailed Oak Mortgage that you
4 were driving almost 200 miles and dropping in on all builder
5 contacts, correct?
6 A. Can I have a moment to read the e-mail, please?
7 Q. You bet.
8 A. Thank you very much.
9 Yes -- can you repeat your question? I've read
10 it - -
11 Q. Right.
12 A. -- and I think I can answer your question better now.
13 Q. Now, this is an e-mail not to AmeriPro management but
14 to Oak Mortgage, right?
15 A It appears to be, yes, sir.
16 Q. And you told Oak Mortgage, the competitor of the
17 company you were working for, that you had driven almost 200
18 miles and were dropping in on all builder contacts, correct?
19 A. Correct.
20 Q. You were still under a duty of loyalty to AmeriPro at
21 that time, correct?
22 A. Yes, sir.
23 Q. And you told Tom Grant, the president of Centerra
24 Homes, on January 8 or 9 that you're resigning, correct?
25 A. I don't recall off the top of my head the specific 59
1 date.
2 Q. Well, a few days before you made that call, whatever
3 the date was, Oak Mortgage sent you some scrips to use when you
4 called AmeriPro clients, right?
5 A. I'm sorry. That insinuates I use some scripts?
6 Q. My question was: Did Oak Mortgage send you scripts
7 to use when you called AmeriPro clients?
8 A. To my knowledge, no.
9 Q. Turn to, if you would, tab 78 of the notepook.
10 A. 75, 78.
11 Q. Are you there?
12 A. Yes, sir. Can I read this? I -- it seems a little
13 long April 17th, January 8th. I see an e-mail from Jackson
14 to me on April 8th.
15 Q. Do you see one from Heather Moorman to you in the
16 middle of the page?
17 A. January 6th, yes, I do. I see that.
18 Q. And she wrote "Attached you will find a copy of
19 scripts to help you with your transition. These scripts will
20 help you for the following scenarios. And the scenarios she
21 included are relators of pipeline, all other realtors,
22 borrowers in pipeline, all previous clients and database,"
23 correct?
24 A. Correct. That's what she states in her e-mail.
25 Q. And those scripts included highlighting the benefits, 60
1 that was highlighting the benefits of you going to Oak
2 Mortgage, correct?
3 A. I wouldn't know. I didn't receive this e-mail from
4 Heather, and I believe Jackson was reforwarding something to
5 me. As I don't check my personal e-mail that often and it is a
6 Google account or Gmail account, I believe this went into spam.
7 I don't recall ever reading or seeing this e-mail.
8 Q. But Oak Mortgage, your new employer, was sending you
9 scrips to use for borrowers in pipeline and relators in
10 pipeline to highlight the benefits of you moving to a different
11 company, right?
12 A. You would have to speak with Heather Moorman I
13 don't know why she sent that. I didn't use -- I don't use
14 scripts. I don't need to use scripts. I have relationships
15 with these people. I don't need to script anything.
16 Q. And I don't believe we got this copy from Heather
17 Moorman. We got it from you, didn't we?
18 A. I don't know who provided this document.
19 Q. Turn, if you would, to Exhibit 58. That's a text
20 message exchange between you and Tamela Thompson -- or formally
21 Tamela Taylor of Centerra Homes on January 13; is that correct?
22 A. I can't tell who's texting between who there.
23 Q. If you turn to Page 204 of your deposition.
24 A. Line 15?
25 Q. Line 17: "But this was sent to you while you were 61
1 still at AmeriPro -- an AmeriPro AmeriPro employee,
2 correct?"
3 Answer: "Yes."
4 A. In Line 16: "My Gmail gets a lot of junk mail.
5 Prior to that, I just don't recall receiving it,"
6 "But this was sent to while you were still at
7 AmeriPro, an AmeriPro employee, correct?"
8 Answer to your question, "Yes."
9 Q. So you did get it, correct?
10 A. It made it to my Gmail Not to my -- I didn't review
11 it or see it. I believe it went to my junk mail.
12 Q. Well, you responded to her, didn't you?
13 A. I don't believe -- are we talking about -- what are
14 we talking about right now? I'm sorry.
15 Q. Right now let's turn to Exhibit 58. That's the text
16 message between you and Tamela Thompson at Centerra Homes,
17 correct?
18 A. So are we talking about a Gmail or a text message?
19 I'm sorry. I'm confused.
20 Q. Are you on Exhibit 58, first off?
21 A. Okay. So we're done with the Gmail?
22 Q. Exhibit 58. Are you there?
23 A. Yes. I have Exhibit 58 open, yes, sir.
24 Q. Tamela Taylor e-mailed or texted, "We've decided to
25 stand down and not do anything until we see what happens on 66
1 that as a contact for AmeriPro on your last day at work?
2 A. I didn't have any intentions. I was asked to meet
3 with somebody, and I took them up on their offer to meet. I
4 didn't mention Oak Mortgage in that meeting.
5 Q. One last topic:
6 On December 11, 2014, you had a conversation
7 with Oak Mortgage about it indemnifying you if AmeriPro were to
8 sue you, correct?
9 A. I don't recall. I'd need to see where you're
10 sourcing that from, please.
11 Q. And just to be sure, is it your testimony, your sworn
12 testimony that you don't remember having such a conversation?
13 I want to be clear on that.
14 A. Off the top of my head, I don't recall a specific
15 date and this specific conversation.
16 Q. I -- okay. Did you have a conversation by which Oak
17 Mortgage would agree to indemnify you if AmeriPro sued you?
18 A. Correct. There was.
19 Q. And it was in December 2014, when you had that
20 conversation, correct?
21 A. I don't recall off the top of my head.
22 Q. Turn to tab 81.
23 A. Thank you. I was just
24 Q. Second page.
25 A. Sorry. I'm there. 67
1 Q. And on the second page, it says, "Per the phone
2 conversation held on December 11, 2014," and then it goes on to
3 discuss the indemnity below, correct?
4 A. Correct. It says that in the offer letter indemnity.
5 Q. And that's your signature at the bottom of that page,
6 correct?
7 A. Yes, sir, that is my signature.
8 Q. You did not have Brohn Homes as a customer prior to
9 beginning at AmeriPro, did you?
10 A. I wasn't working with Brohn Homes. I was working
11 with their sales agents and the referral sources of Brohn
12 Homes --
13 Q. My
14 A. Ryan, Robin, Matt and --
15 Q. My question is about Brohn Homes.
16 MR. BUNDREN: Let him finish his answer, please
17 THE WITNESS: I
18 THE COURT: Hold on. Hold on. Hold on.
19 He is saying to let him finish.
20 Do you have an objection?
21 MR. BEHRENS: I do. Objection, nonresponsive
22 THE COURT: Sustained.
23 Q. (BY MR. BEHRENS) My question is about Brohn Homes.
24 You did not have Brohn Homes as a customer before you began at
25 AmeriPro, did you? 68
1 A. Defining customer is -- I can't answer your question
2 without definition of customer.
3 Q. Were you the preferred -- I'm sorry. Were you the
4 preferred lender for Brohn Homes before you began at AmeriPro?
5 You were --
6 A. Of Brohn Homes, I assume we're still talking about?
7 Q. That was my question, yes.
8 A. I was not the preferred lender for Brohn Homes.
9 Q. And you were not for Seaholm, were you, before you
10 began at AmeriPro, correct?
11 A. I was not the preferred lender for Seaholm prior to
12 the AmeriPro, correct.
13 MR. BEHRENS: Pass the witness.
14 THE COURT: Let's take a break.
15 We are going to take our morning break and you
16 can step down.
17 (Break taken from 10:29 a.m. to 10:58 a.m.)
18 THE COURT: You-all may be seated. You want to
19 come back up.
20 Well, I should say, are you going to direct him?
21 MR. BUNDREN: reserve.
22 THE COURT: Okay. Then go back. Sorry. I
23 should have asked that. You may call your next witness.
24 MR. BEHRENS: We rest at this point, Your Honor.
25 THE COURT: Okay. Mr. Bundren, you may call 127
1 MR. BEHRENS: Just a few questions, Your Honor.
3 BY MR. BEHRENS:
4 Q. Mr. Task, can you turn to Exhibit 73 which should be
5 redacted Let's see. Yes.
6 Can you explain why you needed the credit score
7 for a borrower for your salary dispute and what their social
8 security number is?
9 A. No. But I don't know if this was necessarily
10 something that I was in possession of. I'm not sure. It says
11 Michael Nasserfar requested the report.
12 Q. Well, we got the copy back from you-all
13 A. Right.
14 Q. And you can't think of any reason related to a salary
15 dispute that you or Mr. Nasserfar has to know the credit score
16 for this borrower?
17 A. There is no reason.
18 Q. If you turn to Exhibit 74, is there any reason for
19 you to know the monthly income for your borrower and their
20 social security number for your salary dispute?
21 A. Not those specific items, no, sir.
22 Q. But you took it, you and Mr. Nasserfar took it
23 anyway, right?
24 A. And gave it back. Don't have that anymore.
25 Q. You gave copies of that bankers box full of financial 1 information from AmeriPro to Mr. Gosnay to scan at Oak
2 Mortgage's offices, correct?
3 A We scanned them, correct.
4 Q. And also explain now you needed for your salary
5 dispute why it is that Oak Mortgage has that copy of our
6 profitability report on its computers?
7 A. I have no idea.
8 MR. BEHRENS: Okay. Pass the witness.
9 THE COURT: Anything else?
11 BY MR. BUNDREN:
12 Q. Mr. Task, would you look at 31, please, Plaintiff's
13 Exhibit 31. We will give it on the screen here.
14 I believe this is a letter to you dated January
15 the 20th of 2015 from the general counsel, let me just
16 pronounce it that way, of AmeriPro; is that right?
17 A. That's right.
18 Q. When you received this letter -- well, what did you
19 understand this letter to be demanding that you do?
20 A. Well, it said --
21 MR. BEHRENS: Objection. The document speaks
22 for itself and best evidence.
23 MR. BUNDREN: I am just asking him what he
24 understood he was supposed to do after he received the letter.
25 THE COURT: With the letter? 174
1 name.
2 Q. That would require dissolving a contract by which
3 AmeriPro purchased it from you, correct?
4 A. Is there a sale return option on there? Because if
5 that's the case, I'd like for you to sell it back to me.
6 Q. You understand that AmeriPro takes the position that
7 you were not in good standing with the company when you left?
8 A. Is that a question?
9 Q. You understand that, don't you?
10 A. If that's what you're telling me, I understand it.
11 Q. Is it your position that if AmeriPro didn't pay you
12 what you thought you were entitled to, that you were free to
13 give its internal confidential documents to a competitor?
14 A. That's not why I did what I did.
15 Q. I'm sorry?
16 A. I didn't give one because of the other.
17 Q. But you did give confidential information to Oak
18 Mortgage? You gave, for instance, a loan profitability report,
19 right?
20 A. I think there's a debate about what we feel is
21 confidential, and that's for lawyers to decide. I don't agree
22 with your definition of confidentiality.
23 Q. Okay. Would you turn to Exhibit 72.
24 In the upper right-hand corner of Exhibit 72, it
25 says "Nasserfar personal e-mail," correct? 175
1 A. Yes.
2 Q. Correct?
3 A. Nasserfar personal e-mail.
4 Q. But instead of personal e-mail, you see that it has
5 several borrower credit reports and loan applications in this
6 file, correct, that you called your personal e-mail?
7 A. I cannot tell what this is from.
8 Q. If you go four lines down, it says "credit report,"
9 doesn't it?
10 A. It does say that. I can't tell you where this is
11 housed or formed in order to tell you what the document is or
12 where it exists.
13 Q. Well, you produced it. This is from your production
14 back to us, a supposed Nasserfar personal e-mail?
15 A. I don't --
16 Q. And it instead consists of credit reports and loan
17 applications, right?
18 A. I don't have this documentation to tell where it's
19 from or what its actual documentation shows.
20 Q. But you have had it for the last five months, haven't
21 you?
22 A. No, sir, I have not.
23 Q. You had it on a USB device, correct?
24 A. I returned everything off the top of my head.
25 Q. Okay. You've testified that you've met Clark Wilson 177
1 A. Actually, as I stated, I closed the loan prior to
2 meeting with him. And it was Blake Outlaw who had also helped
3 in making the introduction along with another person named
4 Chris Easter who is the sales agent.
5 Q. And --
6 A. And in doing so, closing that loan prior to, I asked
7 for a meeting with Clark Wilson. After that meeting in
8 August -- I don't remember the exact date. I just remember
9 being hot and drinking coffee was probably not the best idea on
10 that day, that he said, "Hey, man, I will work with you.
11 That's fine."
12 So at that point, after meeting with Clark
13 Wilson, I was a preferred lender in his eyes. He would start
14 sending me business.
15 Q. When you had your meeting with Clark Wilson and then
16 started getting business from Clark Wilson, you were at
17 AmeriPro, correct?
18 A. Not in August of 2011.
19 Q. When you starting getting actual loan referrals from
20 Mr. Wilson, were you at AmeriPro?
21 A. For the majority of the time I worked with Clark
22 Wilson, is that your question? I could have received loans
23 before I started AmeriPro from Clark. I don't recall.
24 Q. You don't recall if you received any loans before you
25 started at AmeriPro, correct? 178
1 A. That was four years ago. I remember meeting with
2 him, and that's what I recall off the top my head.
3 MR. BEHRENS: I'll pass the witness.
4 THE COURT: Anything else?
6 BY MR. BUNDREN:
7 Q. Just one point of clarification.
8 I want to be clear, Mr. Nasserfar. At Centerra
9 today, are there sales agents that are referring you business
10 today?
11 MR. BEHRENS: Objection, leading.
12 THE WITNESS: Yes.
13 THE COURT: Overruled.
14 THE WITNESS: Yes. At Centerra today, there are
15 sales agents that refer me business.
16 Q. (BY MR. BUNDREN) And did you get referrals of
17 business from those sales agents before you went to work at
18 AmeriPro when you were somewhere else?
19 MR. BEHRENS: Objection, leading.
20 THE COURT: Overruled.
21 THE WITNESS: Yes. They referred me borrowers
22 prior to that as well.
23 THE COURT: Can we find any questions that I
24 haven't heard ten times already, possibly? This is not
25 the-last-one-who-speaks-wins. I'm old, but I am not that 206
1 We don't want any of their files. We don't want
2 any of their documents. We have tried to give them back three
3 times, and they haven't even looked at them. We don't want
4 them.
5 The Court has already ordered that Mr. Whitfield
6 is going to provide to Mr. Rector the images. So what we would
7 like to have the Court order is that AmeriPro review those
8 images under AEO, as the Court has ordered, and identify the
9 files that they contend exist on those images and then tell us
10 what those are. And if we can reach agreement, they can have
11 them. If we have some dispute about whether or not a file is
12 their file or our file -- is it a personal file or not, then we
13 can talk about that later. But tell us what files they
14 think they are going to have the images. So what they
15 ought to do is to tell us what files they claim are theirs.
16 If we agree, we can solve that problem and we
17 can go about our business and prepare for trial. I think
18 that's a great solution to solving that.
19 I don't want to be back in here being threatened
20 again with a motion to show cause for contempt because we
21 missed some file. Let them search the images and find the
22 files they want and tell us, and then if we agree, we don't
23 have a dispute.
24 All those files will be returned, if they
25 haven't already been returned. So if there is any file still 208
just wanted to point that out to the Court.
And it says that in the event the contract is
3 construed, it won't be construed against either parties of the
4 drafter of the agreement. And the Supreme Court has gotten
5 away from that any way with the four corners rule.
6 Instead of a -- this strict, like rigid, we are
7 going to interpret it one -- against one side or the other
8 They said, "We're going to look at the four corners of the
9 document and look at what the parties' intent was."
10 That's all I wanted to point out.
11 Thank you.
12 THE COURT: Okay. You're welcome. Okay.
13 So the Court will rule as follows. The Court
14 will grant the temporary injunction as follows:
15 First of all, I have already ordered and -- for
16 Mr. Rector to have access to the forensic images of all of the
17 respondents' devices and also for the respondents to have
18 access to all forensic images of the respondents' computers
19 that were left, the lab tops -- or I guess they were lab tops,
20 or hard drives, of the computers that belong to the applicant.
21 I am enjoining respondents from using any of the
22 information that was taken from the applicant. My
23 understanding is that right now it -- all of that information
24 is being held by respondents' counsel and it will stay that way
25 as attorneys' eyes only and nothing will be done. If the 209
:,arties can agree once everybody has exchanged forensic images
as to what belongs to what party, then I will allow you-all to
3 go ahead and return what is the others as you-all see fit.
I am enjoining the respondents from soliciting
business from Brohn Homes, from Seaholm -- the Seaholm condo
6 project, and from Wilson Clark Homes; however, I am not
enjoining the respondents from soliciting business from
Centerra Homes.
The TRO by the respondents is denied without
10 prejudice for the respondents to apply -- you know, have a
11 hearing on a temporary injunction and bring evidence forward
12 and argue it at that t-ime. I have already ordered, but I will
13 make sure that we are clear. Ordering the applicant to remove
14 any reference to Mr. Nasserfar from the michaelnasserfar.com
15 Web site.
16 MS. BURTON: I'm sorry, Judo;, would you say
17 that -- we agree that we would remove all its videos,
18 likenesses, etcetera.
19 THE COURT: Any -- any reference to him from the
20 Web site. Anything --
21 MS. BURTON: From the AmeriPro Web site?
THE COURT: Correct.
23 MR. BEHRENS: Yes.
24 MS. BURTON: Okay.
25 THE COURT: Anything else? 210
1 MR. BEHRENS: No, Your Honor.
2 THE COURT: I think as to the TI and I will just
3 say this to maybe move the ball along and maybe prevent there
4 from being a hearing on your TI. I don't think that it's a bad
5 idea that maybe you-all agree to just -- not get rid of the
6 ".com" but just not go anywhere. You know, put a little -- I
7 have had cases where you just put "This Web site is under
8 construction" and it just doesn't go anywhere, If that's
0 something that you-all might want to agree to that might
10 prevent them from coming back on a hearing as to that and then
11 you-all can dispute -- you know, in trials, you know, the
12 merits, who owns it and, you know, contractua'ly whether he
13 left in good standings or who breached the contract first or
14 what happened.
15 As to the forms that he made at -- you know, you
16 are welcome to come and argue that. I just don't see how any
17 template that he made while he was working there is going to,
18 on a temporary injunction, be given back to him, but, you know,
19 you are welcome to try that.
20 I will tell you that I am not keeping this case.
21 So you-all can go argue that in front of another judge, and I
22 am not saying it won't be me. Like I told you-all last time,
23 you had a 30 percent chance of getting me and you got me this
0/1, time, but if you-all want to go ahead and set that for a
25 hearing, you can do that. 211
Mr. Behrens, I will need you to draft this order
and circulate it to Mr. Bundren for his approval. I will
3 remind you-all of the other things that I had already order as
4 to the forensic imaging those were attorneys' eyes only for
5 Graves Dougherty as to personal information. Nothing wrong
6 with sharing it with general counsel as to anything that's, you
7 know, relevant to this litigation or to AmeriPro.
8 MR. BEHRENS: Yes, Your honor --
9 MR. BUNDREN: Your Honor, we need to have a
10 bond, I believe, and I think that bond needs to be significant
11 if my clients are gcing to be enjoined from essentially working
12 with respect to some of these -- what I will refer to as
13 referral sources, but I understand the Court's ruling. So I
14 think we need to have a pretty significant bond that is
15 established by AmeriPro.
16 THE COURT: So what bond is it that you are
17 asking?
18 MR. BUNDREN: Your Honor, I don't -- I haven't
19 thought about that, but I was thinking a bond of couple hundred
20 thousand dollars will probably be sufficient.
21 THE COURT: Mr. Behrens, what do you think is an
22 appropriate bond?
23 MR. BEHRENS: One -- there -- no. There is no
24 basis for that amount. For instance, because they have taken
25 our ability to do business with them -- 212
1 THE COURT: My question was a simple one.
2 MR. BEHRENS: Okay.
3 THE COURT: What do you think the appropriate
4 bond should be? At least I thought it was a simple question.
5 MR. BEHRENS: $5,000, Your Honor.
6 THE COURT: I am going to set the bond at
7 $10,000.
8 Anything else that I have not dealt with?
9 MR. BEHRENS: Yes, Your Honor. This is pure
10 making sure we are in compliance with federal regulations. We
11 went back and did redacted versions of -- that had borrower
12 names on some of the exhibits. I don't think that should be
13 controversial in terms how that would -- affects either side.
';4 It just makes sure that -- like, if there is a Mr. Jones, who
13 had a loon, that Mr. Jones' name is not in the public record.
16 THE COURT: So what is that you are asking me to
17 do?
18 MR. BEHRENS: I am asking -- Mr. Garcia has some
19 redacted copies of certain exhibits and
20 MR. GARCIA: 28, 30 --
21 MR. BEHRENS: I'm sorry.
22 MR. GARCIA: -- it's 28, 30, 36 and 37.
23 MR. BEHHNS: Yes, I'm sorry. It's -- we'd ask
24 that the existing copies of Exhibits 28, 30, 36 and 37 be
withdrawn and that the exact same exhibit be submitted in 213
1 redacted form that takes out the borrower names. So that if
somsone goes through the public record, they wouldn't be able
to sea a :30.i-rower and that really is to comply with a federal
4 regulation that say: "A list or grouping of borrowers should
5 not be disclosed."
6 THE COURT: Do you have, Mr. Bundren, any
7 objection to that?
8 MR. BUNDREN: I don't have any objection to
9 substituting stuff out for redacts.
10 THE COURT: Okay.
11 MR. EJNDREN: Potentially that information.
12 THE COURT: Okay. So as to 28, 30, 36 and 37,
13 if you will provide the redacted version with a signature
14 okaying it from both sides if that is the redacted version,
15 then we will go ahead and substitute it.
16 Is that going to be a problem?
17 (Off the record discussion.)
18 Okay. Let's go ahead and do that now.
19 MR. BUNDREN: One other question, Your Honor.
20 THE COURT: Yes, sir.
21 MR. BUNDREN: One other question on the
22 injunction, Your Honor. The nonsolicitation provisions of this
22 contract only apply for one year from the time they terminate
9L1. and they expire after one year. While I can't say that I agree
25 with the Court's injunction, I think that the injunction needs 214
1 to expire on the anniversary of their termination and that
2 language needs to be in the order.
3 THE COURT: I think you-all need to get this
4 settled before then. I am going to order you-all to mediation.
5 So you-all can figure that out before the year is done. And I
6 know I don't need to talk to you-all about this, but the
7 language of the temporary injunction is going to be very
8 specific as to what the contract says which is soliciting.
9 You-all can argue about what that means from here till
10 tomorrow. You-all can argue about whether the year was based
11 starting, I guess on the 15th? Is that the date?
12 MR. BUNDREN: For -- for this --
13 THE COURT: January 15th. I am assuming that
14 you-all can argue that since they have been not complying with
15 that, but it shouldn't run, but I will let that argument be for
13 another day. So I am n7t going to -- I am not going to add
17 that language into my temporary injunction, but I am going to
18 order you-all to mediation.
19 Anything else?
20 MR. BEHRENS: No, Your Honor.
21 MR. BUNDREM: Nothing else, `hur Honor.
22 THE COURT: Can you-all take this stuff away
23 from me, please.
24 Let me make sure so we are good with the
25 exhibits. And actually, we're going to -- I'm going -- these 215
1 are the following exhibits that have been withdrawn. We have
2 already substituted 28, 30, 36 and 37. 25 and 26 Applicant's,
3 both are withdrawn. So I don't want those.
4 As to the respondents, I have got 28, 29, 20
5 through 25, and 70 through 75, and I am actually going to
withdraw 26 as well. Those will all be withdrawn so we
wouldn't have any problems with possible confidentiality
8 issues.
9 Okay. Anything else from me?
10 You-all are excused.
11 (End of proceedings at 4:32 p.m.)
25 ACCEPTED 03-15-00416-CV 7413138 THIRD COURT OF APPEALS AUSTIN, TEXAS 10/16/2015 2:02:25 PM JEFFREY D. KYLE CLERK 1
13 APPLICANT'S EXHIBIT NO. 2
25 January lb"th 2015
ATTN: Lora Gray Tenura Holdings, lno HR Administrator 8300 N. Mopec Expressway, Suite 200 Austin, TX 78759
I hereby terminate my employment with Ameripro Funding effective January 16th at 8am.
Enclosed: HCG office - keys, card swipes, pager/charger APF Stec office - keys and card swipes APF issued laptop and Charger
Thank you for the opportunity to have served many clients lending n¢¢d$ together and wis.h .you well in your future endeavors.
Michael Nasseffar
Applicant’s Injunction Hearing Exhibit 002
CONFIDENTIAL APF00000149 1
13 APPLICANT'S EXHIBIT NO. 3
25 January !6, 2015
Attn: Lora Gray
HR Administrator
Tenura Holdings
8300 N MOPAC, Ste. 200
Austin, TX 78759
RE: Resignation Letter
Dear Lo~, I hereby terminat=. my employment with AmeriPro Funding Inc., effective Friday, January .16, 2015 at 7:30AM CST. EncIosed is the company issued laptop, security pass keys foF the Corporate Office and the Hill Country Galleda, and door keys for the same.
Please extend my gratitude and best wishes to all that assisted in my successful tenure at AmeriPro,
Sincerely,
Michael Task Date
CONFIDENTIAL 1
13 APPLICANT'S EXHIBIT NO. 4
25 To Whom It May Concern,
Please accept this as my official notification of resignation from my position with AmeriPro Funding as of 1/15/15 at 5Pro, 1 appreciate the opporttinity and all those that had a rote in my tenure.
Respectfully,
TV Gosnay
APFO0028258 1
13 APPLICANT'S EXHIBIT NO. 7
25 AMERIPRO FUNDING, ![NC. LOAN OFFICER AGREEMENT
This Loan Officer Agreement ("Agreement") is made and entered into this and between AmeriPro Funding, Inc., its subsidiaries, affiliates, successors and/or assigns (together Co pany’) a:nd~ti~iB~i~l~,:~il..~::;. (,’Employee") (collectively referred to as the "Parties,’).
t. AGREEMENT OF AT-WILL EMPLOYMENT EXCEPT FOR THE PROVISIONS RELATING TO THE PROTECTION OF COMPANY’S PROPRIETARY INFORMATION, CONFIDENTIALITY AGREEMENT AND NON- SOLICITATION AGREEMENTS WHICH CONTINUE BEYOND THE TERMINATION OF EMPLOYMENT, EITHER PARTY MAY TERMINATE THIS CONTRACT AT ANY TIME WITH OR WITHOUT NOTICE FOR ANY OR NO REASON~ THERE {S NO GUARANTEE OF CONTINUED EMPLOYMENT AND THE COMPANY DOES NOT HAVE TERM EMPLOYMENT CONTRACTS, ORAL OR WRITTEN, EXPRESS OR IMPLIED.
2. SCOPE OF AUTHORITY Employee acknowledges that he/she has no right or authority, express or implied, to bind or create any obligation on the part of Company, without the express written consent of an officer of the Company.
DUTIES a) Employee shall be employed as a Loan Officer for Company. Employee’s primary duties shall be to utilize histher knowledge, training and experience to solicit, originate, sell and facilitate the processing and closing of loan products and financing of residential real estate transactions on behalf of the Company!s customers. b) Employee acknowledges, he/she does not and will not work more than 40 hours per week:, unless additional hours are approved in advance and in writing by hislher Supervisor. These hours do not include lunch breaks or other daity breaks. Any overtime requests will be evaluated based upon the Loan Officer’s productivity as only those Loan Officers with sufficient productivity justifying a departure from 40 maximum hours will be considered for approval. Loan Officer’s pasl requests for overtime and evaluation of performance during such periods will, as applicable, be considered in determining whether overtime requests will be approved. Employee must at the end of each week submit atime sheet via the Company’s payroll and timekeeping system, ExponentHRi that accurately reflects all hours workedz Failure to do so may result in a delay in payroll. Employee may not, for any reason, falsify a time sheet or submit an inaccurate time sheet as this document is used for payroll purposes c) Employee understands that it will be hislher responsibility to develop referral sources and originate loans by customarily and regularly engaging with ~he public outside and away from Company’s offices, or Employee’s home office. In order to succeed, Employee must spend the vast majority of his/her work hours away from Company’s offices or Employee’s home office to develop and maintain the necessary contacts in order to Ultimately originate loans. d) Employee agrees to devote Employee’s time, attention and energy to the position set forth above subject to the Company’s direction and control. During Employee,s
CONFIDENTIAL APF00000206 employment with Company, Employee shall not enter into or continue any employment or render any service for compensation or remuneration to any person or entity, except Company, involved in the business of any real estate services reJated industry including but not limited to, banking, mortgage banking, or mortgage brokerage. e) Employee will cooperate with periodic on-site audits and examinations to verify his/her compliance with Company’s guidelines and operating requirements, and applicable federal, state, and local mortgage lending laws and regulations. As applicable, Employee acknowledges that the duties set forth herein do not reflect any change in the manner of work in which Employee has been engaged for Company, and merely restates the duties, manner, and method of work that has previously existed between the parties since the inception of their employment relationship.
4, COMPANY RULES Employee will remain familiar with and adhere to all Company policies, standards and requirements published or otherwise disseminated by the Company as welt as all applicable federal, state, and local laws and regulations, including the Tenura Holdings, Inc. and Operating Subsidiaries Employee Handbook. Employee is responsible for abiding by all lending laws and may not mislead, alter, falsify or fraudulently change any documentation or commit fraud in any manner with relation to any loan file at any stage of the loan process. Employee may not steer customers to loans in order to increase or maximize personal compensation. Employee may not encourage any customer to enter into a loan unless Loan Officer has a good faith belief that the customer has the ability to repay the loan. Employee may not assist a customer in closing a loan if Employee has sufficient reason to believe the customer has provided materially false information in connection with the mortgage application. Employee shall immediately report any conduct of which s/he becomes aware, in violation of the above, to the President of the Company.
5. COMPENSATION TO EMPLOYEE Company shall pay Employee compensation for services performed under this Agreement, as follows:
a) Base Pay. Company shall pay Employee an hourly wage equivalent to $ 7.25 and overtime pay, if applicable, which shall together be a draw against any commission earned, as set forth below.
b) Subject to the terms and conditions set forth herein, Employee wilt receive a commission based on the schedule attached hereto as Exhibit A.
c) Commissions are calculated by deducting the Base Pay paid during the current pay period, from the aggregate commission calculated above. In the event that Employee’s Base Pay for the applicable period exceeds the commission, any negative balance will be carried over and reduced in the calculation of future commissions, provided that Employee is not and may not be held responsible for negative balances except to the extent that his/her commissions can be reduced. Under no circumstance, and at no time during or after employment, will Employee be
CONFIDENTIAL APF00000207 required or expected to re-pay Company beyond and/or except as per the deductions from commission described herein.
d) The Company has an expectation that Employee will fund a minimum of two first lien loans per month or six first lien loans per rolling three month period. If this performance metric is not achieved the Company reserves the right to make appropriate adjustments to the commission schedule or terminate Employee’s employment. Company may adjust Empfoyee’s commission and houdy wage at any time in Company’s sole discretion,
e) It is understood that Employee is not entitled to commission simply for procuring a loan. No commission is earned, accrued, or payable to Employee unless and until the loan has closed and funded under the Employee’s supervision.
f) As defined herein, a loan is not closed unless and until the loan has gone through closing, all monies have funded, any rescission period has expired, and al~ proper documentation has been filed in connection with the loan, and in accordance with applicable federal, state, and local mortgage lending laws and regufations.
g) In the event that Employee fails to obtain reimbursement for the Company on expenses on loans that do not close, or the commissions are recaptured per the Company’s Secondary Marketing Policy Manual, the Employee hereby agrees to allow the Company to withhold said charges from the Employee’s next paycheck.
h) Employee agrees that in the event he/she believes there is any error in connection with the calculation of his/her commission, he/she wilt raise any such disagreement in writing with the Company, within 60 days of payment of the commission. Failure to do so acknowledges agreement with the amount of the commissions paid. Employee agrees that upon the execution of this Agreement, there are no disputes pertaining to compensation with Company and that Employee has received all pay and compensation due to him!her as of the date of the execution of this Agreement.
6. LICENSURE Emptoyerrequires that Employee holds a modgage loan originator license as required by the SAFE Act and the applicable state in which he/she desires to do business. Employee may only originate loans in the state where slhe is licensed and Employee and/or his/her branch are physically located, unless otherwise approved by management in writing. Please contact the Company for a list of approved states. EmpJoyee is required to be licensed and agrees to complete all necessary steps within the National Mortgage Licensing System ("NMLS") to associate with the Company.
Maintenance of Current Licensure - It is Employee’s responsibility to renew and keep all required regist[ation, licensing and training obligations continuously current. It is Employee’s responsibility to provide documentation of license renewal at the time of renewal and as required and requested by the Company. Emptoyee must be current with ticensure to originate toans.
b) Failure to Maintain Licensure - Should Employee fail to renew histher license or if Company is unable to verify that Employee holds a current license, then Employee will
CONFIDENTIAL APF00000208 Employee verifies that he/she does not hold a current and active Real Estate License.
7. NO EXISTING RESTRICTIVE COVENANTS Employee verifies that no non-compete, non-solicitation or confidentiality agreements with any other company, person or entity are binding upon himther as of the date this AgreemenL
8. INDEI~NIFICATION To the extent permitted by applicable law or regulation, Employee hereby agrees to indemnify, hold harmless and defend Company, for any and afl attorneys’ fees, costs of settlement, judgments, or damages incurred by the Company as a result of any violation by Employee of any term or obligation under this Agreement.
9. RETURN OF RECORDS AND PAPERS Employee agrees upon the cessation of histher employment with Company for any reason whatsoever, to return to the President of Company, all Company equipment, including but not limited to computers or cell phones, and all records, copies of records, computer records, and papers and copies thereof, pertaining to any and all transactions handled by Employee while associated with Company.
10. DEATH/DISABILITY BENEFIT In the event Employee dies and/or becomes disabled such that Employee cannot physically perform any gainful employment for a period of at least 180 days, Employee (and/or the Estate, as applicable) shatl be entitled to payout of all loans in hislher pipeline upon the close of such bans, as if Employee supervised such loans to completion. Employee acknowledges that this benefit is in exchange for the execution of this Agreement and acceptance of the restrictive covenants set forth herein,
tl. PIPELINES Employee further acknowledges that all leads and loans in process are Company’s property. Employee agrees to provide upon termination a written account of any and all open leads, business prospects, and/or loans in process as of the date of his/her termination, and agrees not to take any action to divert such loans to a competitor or away from Company. Provided the Employee terminates in good standing and is available to help with and participate in the closing process when requested, helshe will be eligible for compensation on pending loans that close within 30 days of termination.
12. ALTERNATIVE DISPUTE RESOLUTION The Parties agree that in the event of any dispute arising between them that arises out of the employment relationship and/or this Agreement, prior to initiating any charge, lawsuit, proceeding, or complaint with any administrative agency or court, the Party intending to
CONFIDENTIAL APF00000209 initiate such a claim or proceeding, will at least ten (10) days prior to doing so, provide the other Party with a specific demand for monetary relief, as well as a calculation explaining the basis for said monetary demand, as well as a short and plain statement of the grounds upon which such demand is sought. Notwithstanding the foregoing, this provision does not prohibit a Party from immediately seeking injunctive refief limited to preventing irreparable harm.
13. SEVERABILITY The Parties agree that to the extent that any provision or portion of this Agreement shall be held, found, or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified or redacted to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable iaw, and that it wilt not affect any other portion, or provision of this Agreement, and the Parties hereto do further agree that any court of competent jurisdiction shall, and the Parties hereto do hereby expressly authorize, request and empower any court of competent jurisdiction to enforce this Agreement, and any such provision or portion thereof to the fullest extent permitted by applicable law.
14. LEGAL FEES Employee further agrees that Company shall be entitled to recover from Employee all legal fees and expenses Company incurred in investigating and enforcing the covenants contained herein, including fees and expenses incurred prior to filing suit.
15. UNDERSTANDING OF PARTIES This Agreement, in addition to the Proprietary information, Confidentiality Agreement and Non-Disclosure Agreement, represents the entire agreement between the Parties and supersedes any and all prior agreements or understandings, oral or written between Employee and AmeriPro Funding. it is further agreed that this Agreement shall remain in full force and effect until superseded in writing, signed by all Parties. In the event of a company name change, this Agreement will continue to be fully enforceable.
16. VOLUNTARY AGREEI~ENT Employee acknowledges that helshe has been given sufficient time and opportunity to review, consider, and obtain advice in connection with the execution of this Agreement, and that Employee has not been forced to sign this Agreement under duress.
17, CONSTRUCTION This Agreement shall be governed and interpreted according to the taws of the State of Texas.
18. FORUI~I The Parties agree that should any dispute arise out of the interpretation or operation of this Agreement, such matters shall be litigated in the United States District Court in Texas, or in the event subject-matter jurisdiction is lacking, in a Texas State Court of competent jurisdiction. Accordingly, by execution of this Agreement, the parties are consenting to personal jurisdiction in Texas limited to the operation or interpretation of this Agreement.
CONFIDENTIAL APF00000210 t9. NON-WAiVER A waiver or inaction by either Party of a breach of any provision of this Agreement shall not operate nor be construed as a waiver by either Party of any subsequent breach of the Agreement.
:ZO. FULL AND COI~IPLETE AGREEf~ENT This Agreement sets forth the entire understanding and agreement of the Parties hereto and fully supersedes any and all prior or contemporaneous agreements or understandings between the Parties with respect to the subject matter hereof. No prior negotiations or drafts of this Agreement shall be used by either Party to construe the terms or to challenge the validity hereof. This Agreement may not be modified except in writing between all Parties hereto. No oral promises, assurances, agreements, or understandings either prior or subsequent to the execution of this Agreement are binding or may be relied upon except and unJess incorporated herein or incorporated by written modification as permitted herein.
Voluntarily agreed to and executed this day of ~
Employee
Michael H Nasserfar
Print Name
Accepted:
AmeriPro Funding, Inc.
CONFIDENTIAL APF00000211 EXHIBIT A
Employee shall be provided with the following compensation arrangement until modification by Company in its sole discretion.
Commission Schedule
Effective for all loans locked on or after
BPS Min S/unit Max S/unit
0 60.0% 1.08% S 810 S 2,700 7 70.0% 1.26% 5 945 .1 3,150 113 75.0% 1.35% $ ~.,013 $ 3,375 For yo~Jf ~irsf~ 6 t’rfc.f~[l’~s ol" employmenl, you a~e g~aranteed a minimum compensation of $5k per month. Any commtSSiOn~ wou}d be in a~dition to tni~ minimum compensation, Howevef. s~ouSd the co~rnission paymeni exceed $7k in a mohth, the Company w~ll be repaid its guarat~ty p~ior ~e fu~her commissions ~e~ng pa~d. E.x: $8k in commissions, $4k base, $12k commission]s, $0 base, etc.
Commission Pay Schedule Semi-monthly: Commissions are paid on a semi-monthly basis. All loans that fund from the first through the 15th of the month will be paid on the last day of the month. All ~oans that fund from the t6t~ to the end of the month are paid on th~~;~ of the following month,
.."~"~ ,"
Employee Signatd~e Branch Manager Signature Mich..=.el H Nasseffar Chad Overhauser
Employee Nanie Branch Manager Name
Date: ~ ~’ ........ ....... -’ ~:~: ......... Date:
Date:
CONFIDENTIAL APF00000212 EXHIBIT B
Loa~ Officer. Disclosures hereby certify ihe following: am a licensed real estate agent and hold a real estate sales license .L__JY ~---~N
have a current and valid originator license with the NMI..S ....~_~Y ~N
Loan Officer Signa[ure
Michael H Nasseda~ Loan Officer Name
Date:
CONFIDENTIAL APF00000213 1
13 APPLICANT'S EXHIBIT NO. 8
25 PROPRIETARY INFORMATION AGREEMENT ’
The following confirms and memorializes the agreement ("Agreement") thai Tenura Holdings, Ino, and/or any of its operating subsidiaries - AmerlPro Funding, AmeriFirst Insurance A.gency, LL.,C,~r4v,,a, te Label .R,ealty, 1% Really, Reliant Title and Global Home USA (the COMPANY) and I, .!t,[~ ~af,,--z.,e~.~f ( Employee ), have concerning my employment with the Company in any capacity, and that is a material part of the consideration for my employment by the Company.
I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict with this Agreement of my employment with the Company, I will not violate any agreement with or rights of any third party or, except as expressly authorized by the Company in writing hereafter, use or disclose my own or any third party’s confidential information or intellectual property when acling within the scope of my employment or otherwise on behalf of the Company. Further, I have nol retained anything containing any confidential Information of a prior employer or other third party, whether or not created by me.
Iagree that all buslnesso technical and financial information (including, without limitation, the identity of and information relating to customers or employees) I develop, team or obtain during the term on my employment that relate to the Company or the business or demonstrably anticipated business of the Company or that are received by or for the Company in confidence, constitute "Proprietary Information," I will hold in confidence and not disclose or, be obligated under lhis paragraph with respect to information I can document is or becomes readily publicly available with out restriction through no faull of mine. Upon termination of my employment, I will promptly return to the Company all items containing or embodying Proprietary Information (Including all copies), except that I may keep my personal copies of (I) my compensation records, and (11) this Agreement.
] agree that this Agreement is not an employment contract for any particular term and that I have the right to resign and the Company has the right to terminate my employment at will, at any time, for any or no reason, with or without cause, In addition, this Agreement does not purport to set forth all of the terms and conditions of my employment, and, as an employee of the Company, I have obligations to Company which are not set fodh in this Agreement. However, the terms of this Agreement govern over any inconsistent terms and can only be changed by a subsequent wdtten agreement signed by the President of the Company.
I agree that my obligations under paragraph 2 of this Agreement shall continue in effect after termination of my employment, regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on my part, and that the Company is entitled to communlcate my obligations under this Agreement to any future employer or potential employer of mine, My obligations under paragraph 2 also shall be binding upon my heirs, executors, assigns, and administrators and shall inure to the benefit of the Company, its subsidiaries, successors and assigns.
Any dispute in lhe meaning, effect or validity of the Agreemenl shall be resolved in accordance with the laws of the State of Texas without regard to the conflict of laws provisions thereof. I fudher agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable Texas law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with Its terms, I also understand that any breach of this Agreement will cause irreparable harm to the Company for which damages would not be an adequate remedy, and thereof the Company will be entitled to injunctive relief with respect thereto in addition to any other remedies and without any requirement to post bond.
I HAVE READ THIS AGREEMENT CAREFULL AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH iT IMPOSES UPON ME WITHOUT RESERVATION, NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT, I SIGN THIS AGREEMENT VOLUNTARILY AND
Confidential Page 4 Revised Aug. 2010
CONFIDENTIAL APF00000220 FREELY, INDUPLtOATE, WITH THE UNDERSTANDING THAT THE CORPORATION WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.
Dated this the ~VLday of. Or..,~o~’44"~ _,. ,2,o’! { .
Employee Signature Printed Name
Accepted and Agreed to:
Tenure Holdings, inc.
Kevin L. Klein President
CONFIDENTIALITY AGREEMENT As part of my job responsibility with the Company I will become aware of personal, financial and business information related to the Company’s clients and proprietary information related to business strategies, financial information and operations of the Company
During my employment at the company and the event of my termination for any reason whatsoever, t agree ti~at I will not disclose andtor disseminate to any person, firm, or corporation or make personal use of any Confidential Information of the corporation and its clients.
Furthermore, in the event of my termination for any reason whatsoever, I hereby acknowledge that all clients of the Company and agree not to call, visit, or have any furlher contact in any form whatsoever with any of the clients. I recognize that if this agreement is violated in any way I am subject to legal action by the Company.
Employee Signature Printed Name
Printed Name
Date
Confidential Revised Aug, 20’10
CONFIDENTIAL APF00000221 NON-DISCLOSURE AGREEMENT In connection with a proposed business relalionship, the Company has allowed you (the individual or entity named below) access or may allow you access to business, technical or other information materials and!or ideas. ("Proprietary Information," which term shall include, without limitation, anything you learn or discover as a result of exposure to or analysis of any Proprietary Information).
In consideration if any disclosure and any negoliations concerning the proposed business relationship, you agree as follows: 1. You wlll hold in confidence and not possess or use (except to evaluate within the U.S.) the proposed business relationship or disclose any Proprielary information, except information you can document: (a) is in the public domain through no fault of yours, (b) was properly disclosed [a you by another person without restriction, You will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Proprietary Information, 2, If you decide not to proceed with the proposed business relationship or if asked by the Company, you will promptly return all Proprietary Information and all copies, extract and other objects or items in which it may be contained or embodied. 3, You will promptly notify the Company of any unauthorized release or use of Proprietary information, 4, You undersland that this Agreement does not obligate the Company to disclose any information or negotiate or enter into any agreement or relationship, You will strictly abide by any and all instructions or restrictions provided by Company from time to time with respect to Proprietary Information of Company systems. 5, The temls of this Agreement wilt remain in effect with respect to any particular exceptions stated in Paragraph 1 above, 6, You acknowledge and agree that due to the unique nature of the Proprietary Information any breach of this agreement would cause irreparable harm to the Company, Damages are not an adequate remedy and the Company shall therefore be entitled to equitable relief in addition to all other remedies available at taw. 7. Until one year after the laler of the date of this Agreement or lhe last disclosure of Proprietary Information Io you, you will not encourage or solicit any employee or consultant of the Company to leave the Company for any reason. 8. This Agreement is personal to you, is non-assignable by you, is governed by the Internal laws of the State of Texas and may be modified or waived only in writing. If any provision is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full farce and effect. The prevailing party in any dispute or legal action regarding the subject matter of this Agreement shall be entilled to recover attorney’s fees and costs, 9. Company’s place d residence is 8300 N. Mopac, Suite 225, Austin, TX 78759.
Acknowledged and agreed on:
Employee Signature Printed Name
Confidential Page 6 Revised Aug. 2010
CONFIDENTIAL APF00000222 1
13 APPLICANT'S EXHIBIT NO. 9
25 EXHIBIT
EMPLOYMENT AGREEMENT Sales Team Manager
This EMPLOYMENT AGREEMENT (this "’Agreement") is made as oF December L 20,12 tlhe "Efft’-ctive Date") by and bet;vecn :MneriPro Funding, Inc.. a Texas co~oration (the "Company"). and ~’-"~r{~ii~l~:~ii~..L~.~ an individua! resident o,r ~h¢ Sta~e or" l’exas (the "Employee."~,
RECITAL,.g:
A. The Employee has experience in the business ,:.~" residemial mongage iending {the "Bu.siness").
B. The Com>’my desires that the Employ~ serve as Sales Team Manauer for the Compa:.:y’s team dcsi~ated as 152015 and ’,he Employee desi~s to hold such pc~ition under the terms and conditions of this A~eemeaL
C. The parties des{re to eW:er into ~his Agreement seRing forth the terms and condi6ons ef ~he employment relat onship of the Employee with the Company.
NOW. THEREFORE. the parties agree as follows:
I. ACKNOWLEDGEMENTS
(a) Eff~ti~e April 1. 20I l, Employee acknowledges that new compensation laws .c,asscd by’ the United States Federal Reserve prohibit Nasserfar fi’om bclng paid based upyn the profitability of’Company and/or Team ] 52015 if’Nasserfar o6ginales any loans, j...d.,~g Initial
(bY The damages for violating these ~ales are 3 times the compen,~tion l~aid, and :nay msttll in limitless rescission periods and liabilities for repurchase. ,/v~-/ Initial
In addition, laws pertaining to the origingtion of leans, if violated~ could give rise to claims a~ainst tl’,e Company for tmlawtaa~ steering. ,,t,.-,/ Initial As defined herein, origin:~tion includes ~ining. arranging negotiating or otherwi~ obtaining cr assisting i~. obtaining an extension of consumer credit tbr another lacrson. Empl@’ee agrees ,to take no ~tion that could reasonable be considered to amount to origination as defined herein..,~o," Initial
2. Position
At-Will Employment. Emplwee u,~derstands and acknowledges that his..’her employmer, t wi~b the Company is fer an unspecified duration and constitutes "at-will" employment. Sub.leer to the terms of this Agreem~...t, Employee acknowledges that this employment relationship may be terminated ~ any" time. ~itb or without gc’od cause or for any or no cause, at the option either of the Company or Empl~,ee, with or without notice.
(by Position. EmpJoyee shaft serve as the Sales Team Manager for the Company’s team designated as 152015, with such duties and res~nsibilities as the Co~any sha!t detemfine. Employee shall devote his full time and a~cntmo during normal busi~ss hou~ ~o the busir~ess and affairs of the Company’. Empioyee’s duties shall include but no~ be limited 1o: (i~ remaininz l~miliar with and ensuring ~al all ~oans origina~e~ by the Team are handled in accordance with the C~mpany’s policies.
,[’~.~plovment Aureeanen...~- Page !
CONFIDENTIAL APF00000180 guidelines, quality contro!, applicable federal, state, and local laws, and investor guideline: (.ii) ensuring tha~. all praiser documentation is prepared, kept and maintained in accordance with al! applicable !aws, and ~s ~ad~ly ava~laNe i~r in~ion at Company’s d~scret~on; (ii~) informing the Company immedimelv any and all eyelets, i~:idents, oec~encea complaints, lawsuits, investiga~ioi~s, findings, or ~ood ~ai~h co~c4rns oF illegal improper, or unethical or olher material information or matters concerning Company and/or Team oNrations: (iv) informing Compa~y of all exw~nscs on ~ timely basis ~n order ensure prompt paymen~ thereof and adhering to ~he Company’s accountable expen~ ~imbursement plan; (v) forwarding all fees, ch~ks, deposits, etc. in the pos~ssion of Manager to Company’s H~dquart~s in a t~meiy rammer: (vl) ensuHng that all closed loan docum~ms are sm~d ~n Company’s document storage system and accessiNe to Company upon detoured: (v~i) hMng. developing, maintaining. training and suWPdsing a sales Force of loan originator~ and suppo~ slaff to maximize Team profi! and m~n~mize risk; (~iii) ensuring that all ~rsons ~¢rfom~ng any ~p¢ices for ~he C~mpany through the Team are Company employees, properly l~eensed a~ registered. K~ a~plicaNe, and are approved to sm~ by Company and, as a~pl~cable approved by the Company ~ originate loans; (ix) ensuring tha~ all employee ael:iv ty including bu~ not limited to hMng~ ~Sring, N~sit{on change, ND" changes, leaves of absence, e~c.. ~akes place i~ accordance w~th F~licy. pract~c~ and appm~6am co~omle level pre-approvai: (x) ~nsuHng ~hat al! adve~ising a~d marketing is done only w~th the pro-app,-oval af Compa~y and tha~ al~ tetemm~eting is performed in aceoNance witl~ C~mpa~y g~idelines ~or t~se ogthe Do Not Call list ~md h~ compliance ~vi~h Federal and Stale rut,s; (xi) ensuring tha~ all websites or Nher sc~al media used by ~he T~m or any Team Employee ~l~at relam fi~ any way to financing residential real estam are approved by ~he Company pNor ~o posti~g ~eiacee~s by the general public: (xii} ensu6ng that any and a~l email ¢ommunica~ions o~ behalf of Company shai[ be sent from and directed ~rough co~omte email. Private ¢mail is not to be us~ for any oN in[ Company business; (xiii) ensuring Nat all ~rrowers ~do advi~6 ~he most appropriate t~nanc~ng options, are not steer~d to pr~cts based on maximizing com~nsation, an~ am only advised to c[ose Jeans if~here ~s a good t3ith b~is to believe Chat ~e bo~ower wilt be able ~o re-pay ~he loan; {xiv) ensuring that at1 employees are perfo~ning duties consistant wi~h their cl~si~ca~ion (i.e. exemNinon~xempt) and that ~he Company ~s ~m~¢~sed of any inconsismncies du~es and classification; and {xv) ensuring that al! ~imekeeping policies’are followed a~ maintained.
{ ) No’~withstanding any provision of this Agreement to the coaL~ary, w’;thou~ the prior v.¢~tten consent of Company, Manager is ~ot authorized on ~half of Company to (i) sell ~ease. trade, exchange or othen~ise d~spose of any capital asset of the Company; (~) grant a secu~y i~terest 5}~othecate or o~vise encumber aW asset of Compa~:y: (iii) incur any deN. sign a~y Iease, or bo~ow mo~ey in ~he name of or en gehalfof the Company;{iv) con~ss a judgmenl againsl the Company or or compromise h~ m~y manner a~y IegaI action, claim or i}t~gation in the name of the Company brought- by or against gne Company, nor may Employee ~ake any ac~ie~ in 5a~I~emnee of any a~empt to accomNish suc~ aelieas wilhout fl~e Company’s prior knowledge and consenk iv) implement material changes to the operation of the Team: (v~) open any bank. sav~n~, credit, or investment account in the name ofCom~a~V or any DBA. p~ent~ subs~d~aE, or a~l~ate the~of; (~:ii) deposal, cash, endorse, ~mnsfer or negotiate a~g¢ check, ~s~rument. dra~ or oNer payn~en~ payaNe m or in~ended for Compm~y: (v~i) acquire or aXempt m aequ~m any s~gnatum rights ~o any of ~he afo~men~oned accounts, nor may Manager o~en any account in ~he name oF or a name similar to the ~br~going; (~x) accept any funds or wire ~ranst~rs intenged or ~3r ~he benefit or on ~half oF ~he Company; (x) conduct any Realtor activities or ~old an active Reallor license dmqng ~he Nried of em~loymen~ or ~it or allow other ~oan oNcers the Company ~o engage in suc~ activities; (x~) pay any exl~nses tSr the t~m otit of any personal Nnds. pay or premise payment to any ~erson For seD’i~es a~iated wi~h thh or~gh~ar~on or processi~3g of who [s not an a~roved em~!oyee of the Company; (xii) ~ssUe or a~iow others to issue a commitmen~ ~anc~ng w~thout pro~er prior underwriting approval; (x~ii) waive any ¢ommi~men~ fees or fees appraisals, ¢red~ re~s, title polMes, flood codifications or surveys: (xiv) tmd~ake a~y financing or nrJgi~a~io~3 of Jeans h~ contravention oFcom~any policies, ~ncluding but no~ l~mi~ed to s~ra.x~ ~nancing.
EmNowne~!_A~reeme~ - Page 2 December L 2012
CONFIDENTIAL APF00000181 flip financing, ar the tm~sfer ~f loans ~m or to Conmanv without proper approval; (xv) deviate ~?om approved comp¢~sa~io~ p~ns for any ~oan oNce~ or ’o~h~r emplo)ees: (xv~) encourage or Fem~it Icau of~co~ ~o steer customers reward :~articular loa~s fi~r ~he purpose of maximizing revenue at ~e expen~ of cusmmea~’ interesk~ an(For reck!irate or enco~m~e lm~ding ~o consumers i~ ~he absence of any good faith belqeFtha~ ~he borrower is able to repay t~e IonS: (xvii) e~ourage or permit a~}v action,s tha~ resul~ i~ lending ~o consumers under ~31se pre~ses, or ~ut Company at ~isk for early" pav-ol~i earl} ~aymum default, re~urd~ase or recapture: (xxi~) use the Company’s ~ame except ~n N~hemnce of his&or duties o~ b~ha~f of the Company; (xix) suppb, ~mpany infom}atien or eommenl to the media without express approval Man,get has ~30 owne~[~[p er other ~sage rights w~th respect to the Company’s name and u~on tem}inNion of tl}is Agreemm}~. Manager sha~! cede asing the Company’s name or anx. ~emblance ~hereo[.
(d) _C.,.~mp~mv Rules. gmpk;yee will remain {’amili~r vdth and adlmre ~o all Company F~ticies. s~andards and requirements published or otherwise disseminated by the Company as well as all applicable federal. ~a~e, and 1o~ laws and re~ulalions, including the Tenure Ho!dings. O~ratin~ Subsidiaries Empk~yee Handbook and C~mpanv [~.o~n Officer (~mpen~tio~ & t}mkemd Loan Policies. Em~lwee ~s resg~nsible f’or abiding by M[ lending laws and may not mislead, alter. ~MsiN or fraudulently change any documentation er commi~ fraud in anv manner with relation to any loan fi~e any s~aae of the loan pr~ess. Employc~ may not s~eer customers to loans in ocular to increase or m~ximize Fersona~ compensation. Employee may not encourage any ca~stomer to enter into ~ ~oa~ Loan Ot~r ~as a good faith ~liegthat the customer has the aNlitv tt~ repay ~he loam Employ~ may not ass~sl a customer in closing a Ioan ~f Employee has sufficient ma~)~ ~o believe the customer has provided m~ter~a!ly false in~o~at~on in co~meetio~ with the mob%age a~plicatiom Employee shall immedimely repo~ any conduct of which x&e ~omes aware, in ~dolat~on of the above, m the President ef Company.
Comn~nsation.
(a) Compensation: Benefits. The Employee shall r~ceive cash compensation ef $2,000.00 per mo~th as Ms,q~er salary m be paid on a semi-monthly basis in accordance with the Company’s regular p~- day schedule. The Emptoyee will also be eligible ta receive Ix-muses in accordance with Exhibit A attache¢t h~eto: provided, thin. the Compa.~y may amend this Agreement from time to time to provide Empioyee w~th an adjusted base annual s~.iaW and adjusted periodic bonuses as it may deem advisable in its sole discretion. Employee agrees and ack~mwtedgcs that the Company is under no ob!~gation ~o provide Employee wit!~ ~-,,~e~, irmludinm but not !imited m. health insurance; pro,ideal. that Empioyee w[l~ be en~itged to any be~}e~,ts the Co@any makes available to its employees in the ordi~}ary course of business. Employee shal~ be enl-i~led to receive vacation and sick time per the Company’s employee handb~k. Stmh vacation ~ime to be schedule by rnmua[ agreement of~he Company and Emplo1~ee.
Represen{a~ions.
(a) The Company represem’s and warrants that this Agreemen! has been authorized by all nc-eessaW corporate ae.’.ion of t~e Company and is a valid and binding agreemen~ o~ the Company e~brceable in ,~ccordance with i~s terms.
(b) The Employee represents and warrants ~hat he&be is ~ot a party, m amy agreemen! or instnm~ent tha~ would prevent him..q~er from entering into o," l~r~’crrning his&er du~qes h~ any way under this Agmemenl.
Em~iovmen., A~reemem- Page Dccem[~,er 1, 20!2
CONFIDENTIAL APF00000182 5. ~ignment: Binding Agre¢..n..,,~. ’H~is Agn.,ement is a personal contract and ~he rights and ~n~eres~s of the Employee hereunder may net be sold. ~-anst~d, assigned, pledged, encumbered, or hypothecated b~ himlher, except as oth~vise expressly pemdtt~d by the provisions of this Ag~vemenl. This Agreement shall inure to the be~e~t of and be enforceable by the Employee and his;her personal or legal mptvsenlat~vcs, executors, administrators, successors~ heirs. {fistributes, devisees at~d [egatees. if the Emp[wee should d~e while any amount wou{d still ~ pwable to himdmr hereunder !~ad the Emp[oyee cominued ~o live, alt such amounL~, u~fless othanvise provided gerein, shah be paid in accordance with ~he te~s ofthls A~eemem to his dev~see, legatee or ether designee or, if there is no such designee, to his/her
6. Co~ ~dentialitv: Ownersh ip of Works.
(a) The Company agrees that upon or prior to the commencement of Emplo~ee’s employmen¢ the Company wi~i provide, or has provided, Emplwee v,,ffh Confidential InformatiOn defined bdow). ]n exchange, gmp~wee agrees not to disclose such Con~dentia~ Information other as ~rmi~ed in tMs Agreement and to use ~he Confideatial Information saMy for the Company’s
(b) The Employee acknowledges that: (i) the Business is intensely competitive and that the Emp oyec’s employment by the Company will require t~at t~e Employee have access to and knowledge of confidential ~nfo~at~on of the Company,, includinm bu~ net ~imit~ to, fl~e idend~¢ of Com~aW’s employees, cu~omers, payors or suppliers, wi~h who~ the Company has dcal~ thc kinds of so,ices provided ~, ~he Company. the manner in which such servic~ am ~rg)rmed or performed, pricing infommtion and other con{ractuM terms, intbmnadon concemin~ {he .... " acquMdon or disposition of producN and sen, ices, cry{ire ideas m~d concepts, inc~0ding financial Wstems, computer so~,vam applications and other p~grams. ~search datm pemonnel ing:~nnation and other trade secrets (co~tecl{vely, the "Confidentia! l,rom~ation"); (i~) the direct or indirecg disclosure of any such Con~denda~ In%m~adoe would pga~ the Company a~ a competitive di~dvanrage and wou~d do damage, mone{aW or othenvise: to the Company’s busin~s; and (iii) the engaging ~v the Emplo3.cc any office actividm prohibited by ~s Section 6 may consfimm impm~er appropriation and&r u~ of such Cogfidenfia! Information. ~e Employee expressly ack~mwledges the trade secret sl*us Con~dential lnfiannation and that the Confidential Infi~rmadon constitutes a projectable bt~sinms interest of the Company.
(c) For purposes of this Section 6. "Jne Compan.v shall be construed to include the Company and its parems and subsidiaries engaged in the Business. including any divisions managed the
{d) During the Emp!oyee’s emp!oymm~t with *’.he Company, and at all times aRer terminatie:: of the Emplo.~’ee’s emplc~ ment,~,, the Em~lo’,~e_ .~ shal~ not, direct[v, o-., indirectly, whether indlviduagy, as a director, stt~kholder, owner, pa~ner, emplwee, p~ncipal or agent of" any any ot!~er capacity, make kno~vn, disclose= Nmish. make avaiiaNe or utilize any of tM Confidential [nfonnation, e~her than in fl~e proper ~ffem~ance of Ne duties conlemp{ated h£rein, or ~ exp~ssly ~iued herein, or as required ~ a corn{ ofcompe~e,~t jurlsdietion or other administrative or My; provided thak prior m disclosing tony of~he Confidential lnfom~ation as ~quir~ by a cou~ or o~her adm~nis~ativ¢ or legislative body, the Employee sha~] promptly noti~’ the Company ~ thai the Company may seek a protective order or otl~er appropriate mine@. The Employee agrees {o return a~I d,%ume~ts or ot~er materials containing Confidential infom~ation, including all photocopies, extracts and summaries [hereof. and aW such inR}~ation stored electronically on tapes, computer disks or in any o{her manner [he Company al any ~ime upog request by the Company and imm~iately t~pon the t~rminNion empkb’mcnt for any reason.
Empio’..’n;ent A~reemen.~ - [;’age 4 December !. 2012
CONFIDENTIAL APF00000183 (e) For a pe,-i~ of one yex~" {Ntowing the temfina.’,ion of ~be Employee,s en;p,!Wmenr with !he Company. the Employee agrees that he will no{. directiy or indirectly. ,%r his behest or for ,’.he benefit of any other person, fire’, or emily, do any of’the FoIlowing:
solicit ~i’o,n any customer., payor or supplier doing busL-,ess wit~ the Company as of the Emplwee’s termi.=~ation, business o,*" fl~c same or of a similar ~)ature to .:he business of{he Company wKh such customer, payor or supplier;
(i~) solicil from any known customer, payor or supplier of th~ Company business oF the same or of a similar nature to that which has been the subject of a known writmn or oral bid. offer or proposal by ,,l~e Company. er of substan.:ial preparation with a view to making such a bid, proposal or offer, within six months prior m -’.he Employee’s ~erminadon;
(iii) recruit or solici! ~he employment or sen.ices off or hire, any persam who was known ~o be employed by, or a consulta:~t of. the Company upm: termination oF the Employee’s emp]oymenk or wili-..in six months prior thereto; or
(iv) othen,,qse know{ngly interfere with the b{~siness o~’the Company,
Notwithstanding anything to ~l~e contrary contained in {he ebmgoinN the prohibition contained in Section 6(e)(i) and 6(e)(ii) shall not apply m a:~y customer of EmpIwee that existed prior to employment with the Company. provided ~e cuslOmer and their loan is not being serviced by the Company.
Employee acknowledges that all leads and loans in pro~ess are Company’s proper~y. Employee a~ees to provide upo, termination a written account of any and all open leads, business prospecls, and/or loans in ~rocess as oftlne date of hi~her ~e~ination, and agrees not to ~ke any action ~e dive~ suc!~ loans to a com~itor or away" from CemNny. ~vided the Emp~wee te~inmes in goal standing and ~s available m help wi~h and ~cipa~e in t~e c~osing process w~en requested, he;she wil! be eligible ~r com~ensa~on on pending loans that ct~ within 30 d~*s of te~ination.
(g) T~e Employee will make full and prompt disclosure to the Company of inventions, improvemems, formulas, data, programs, processes, ideas, concep~s, di~overies, methods. developments, so~vam, and works of authorship, w~e~.her or no~ copyrigh{abie, {r~derna~able or patenzaNe, which ax crea*ed, made, conceived or reduc~ m pmeti~ by the Emp~wee= either ~mder his&or direction: or joi,~tiy with othe~ during the ~er{od of hi~er mnplwmen{ vvifl~ the Company, whether or not durh~g ~om~a~ wo~ing ~mum or on the prem~ of the Company, which (i) ~alatc ~o the actual or am:icipated business, activities or resm~h ofgne Company. or (~}) result ~om or are suggested by work ~r~m~ed by the Employee for the Company. or (iii) res-.,Ik to any extent, from use of the Company’s promises or pmpe~. (Mt of which am collecfive~y referred to i~ this Agreement as All Works shat~ be considered "WORK M,~DE FOR H~RE" and shall be fl~e ~fle pm~W of the Com~au> and, to the extet~t that ~Im Company is not M~ady considered the own~ as a ma~er of law of any Works cr~ted~ made, conceived or ~duced to practice by the Employee prier to t~e E~ective Dae~ to the extent ~ol previously assigned ~o the Cometary. the Employee he,by ~sigms to the Comvany. without fu~her compensation, all hisdher righ~ title and ~nmrest ~n and to s~ch Works a~d aW and related intellectual wope~%" r~qts (including, but not timimd to, patents, patent applications, copyrighk~, cop}zight apvticafions, and trade,turks) in {be Unlmd States and dsewhem.
(h) The ~npio.vee agrees, u~mn the termination el’ his employment, ~hat sA~e will immediateiy refrain from and discontinue making any representation to any other person or entib, tha~. s;he is an employee of the Company. In addition, t!~e Emp!oyce agrees to immediately delete any statements or m~resentations {hat s;he is an employee of ,qm Company from any secia,; media si:a,
~!ovmenl A~reemer..t ~ Page 5 December I, 20,~2
CONFIDENTIAL APF00000184 nctuding but not limited to any web log or blog. journal or diary, personal website, s~cia~ nem,ork]ng or al~n~ty website, web bulletb~ ~ar~ or a cha~ morn. v~deo or w~k~ ~s~b~g. ~mrsonal newsletter or other Inmrnet ~sting. Employee acknowledges that m~kh~g such representations or ~hi]ing to correct sud~ information on any sepia! media site constitutes a lhlsc~ material statement of fact ~3at [s dctrhn~ma] to the Company’s legitimate bushmss interest.
(i) The Employee acknow!edges that the services to be rendered by him.~q~cr to ~he Company are of a special aw,t m~iqtle ~haracter, which gives this Agreement a ~cul]ar value to the Corn ~any, lhe loss of which may ne~ be reasonably or adequate[y compensaled %r by damages in an action a~ ~aw, and hhat a breach or threatened breach by ifim/her of any of ~m provisions contained in this Section 6 wil} ~u~ the Company [rrepa~ble iqiuC,, ~e Employee ~erefore agrees that the Company shall be enlk~ed, in addition to any other right or rem~y, to a *em~t~, preliminary and permanent injunction, w~hout the n~essky of prov~ng fl~e ~nadequacy of monela~, damages or tge nes~n8 ef any ~d or security, eE~o~ning or restraining the Employee ~rom any such v~o~ation or threatened violations.
0) The Employee fi~rther acknowledges and agrees t:.’mt due to the uniqueness of his:her sen, ices a~;d confidential nature of the information ~c wiil possess, the covenants set ,*br’uh herein are reasonable and n.ecessaW for the prolectio~; of the busine.~ and goodwii~ of tim Cc~mpany.
(k) if a court Of competent jurisdiction dc~ermin~s that any term. cove~mn~ ~mvision of this Secfio~ 6 is invalid or unenforceable for any reaso~ (inctuding withou’., limi*atien ’.me:~forceabifi~° due *o overbreadth, vagueness, or unreasonab~e~ne~s of duratiom ~opa of aclivity, or geographic area)~, then ~fis Section 6 shalt be deemed divis~b!e. ",vkb atl ether terms, covenants, and provlsious remaini~,g i~ rut! force and effem, and the invalid terms, covenants, or provisions sha~l be deemed automatically reformed and amended to iaclude only such terms, eovenant~, and provisim~s (including terms, covenams, and provisions relating to the duramen, sco~ ~f activity.-, an~ geographic are~ m which this Ageement applies) as the cent[ de{em~i~es are valid and e~forceab~e, and tl~e provisions of this Agreement as so amended shaIt be va~id and binding upon Empioyee and the Company as ~hough unenforceable portio~ or provision had never been included in fl~is Agnvement.
7. Noa-Dis~araaemen[. The Employee agrees fl~at ghe will not make false, defamatory.’, or disparaging s=a[em,n~s er represema~ions ab.~u~ the Company to any other F~rson or end~y, including wilhout limitation, m aW customers or supptlers of the Company or any of their representatives, whether such ~amments or representations arc i~ pe~.ou, in writing, or on any s’ociat media site. ireah~dina but not limited ~.o any web log er blog, jouma~ or diaw.. ~rsona! websi~c, social networking or affiniw’;-a’ebsite. web buItetin board cr a chat room; video or wik~ poging, personal aewslet*er or other fn~ernet p~sting.
8. Indemnification. Subjcc~ ~o and as ~ennitted by the regulations promulgated by and&r pursuant *,o HUD, FHA. RESPA and as a~owed by any Federal, state or ~oca! ~aw or ordinance, Emplwee sba{t indemni~., defend and bold harmless the Comnanv from and against aw and all ~e~es. claims and liabifities rasu~fing fi’em Employee’s materia~ breac~ o~ th~s Agreement (including, whho~A ~mitat~on. a m ~sreprescntation under S~tion 4(b~) or any liab]titk~ of fl~e Employee which arose prior to {be dam of th~s A~eement.
9. Notices. All notices and other communications under this Agreement shall ~ in ~.’riti~ and sha!! be deemed given wbe.,: delivered personally or one business day fotlowing mailing by overnig~ delive;’,v service or u..,x’m receipt or refusa.~ if mailed ~o certified mail, ;.’at,am receipt requesIed, to th.e pan’ties at the following addresses (or to s~ach other address as a party may have specified by ,otice given m the other party pursuant to this provision):
Em:o~evment Agreemen~- Page December t. 2012
CONFIDENTIAL APF00000185 If to Comp,~my: AmeriPro Funding. Inc. A~a: t.~ra Gray 8300 N. MoPac Express;va.v, S’.;i~e 120 Austin, Texas 78759
If to the Employee: Michael H. Nasserth:" 4! 09 Ho;:kbiiled Kite Austin, Texas 78738-657
!0. EJ)the Agreement This A~eement ce~tai.ns zil the unders~a,~dings between the pa~ie~ heret~ ~aini~g to the matte~ retired to herein, and supe~cdes any otl~r undertakings and agreements. whether oral or in wrking, previously ente~d into ~, them with res~ the~to. The EmNoyee repre~a~s that. i~ executing lh~s Ag~ement. hc?s{~e does not rely and has not ~He~ upon any representation or statement not set foah here~n made by the Compm~y w~t[~ regard to the su~ect matter or effect of t!~s Ag~vement or othep.vise. However~ this Ag~ement d~s ~ot supe~ede the Company’s rights under any other ageement between the Employee and the Company lha~ (~) protects the Company’s propfietaD, [nFo~at~on er intelle~al prog~,, of (~i) prohibits Employee from competing wi~h ~h¢ Company or soliciting ~e ComNny’s empJoyees, customer, payom or supp!iers: rather a~l such 6gh~ of the Cor~any under a~y st ch agreements shall be in addition m the rights granted in ~his Agreement.
Waivers and Amendments. This Aareemenl may be amended, modified~ supe~edcd. canceled, renewed or extended, and the temps and cgndkions he£of may be waived, ont.v bv a written insh~ument signed by t~e parties or. h’, the case era waiver, by the party" w~iviag compliance. 2:~o dela’~, ~he part of" any party in exercising any fiNaL power or privilege hereunder shall operate as a wdiver thereoK nor shah any waiver on the part of any party of any fight. F !2. Governing Law. This Agreement sha!l l.~c governed by’, enforced under and ¢onst~ed in accordance v, ith the la~ of the S~te of Texas, without giving effect, t~ any choice or co~fiict of law provision or m~e ~he~of. i3. Submission to Jurisdiction: Consent to Service of Process. Eact~ of ~he partdes hereto hereby irrevocably a~d uncondi,tional!y conse~ts to submit t~ the exctus[ve jurMic~on of the cou~ of ~x~ and of the Un~ted States. in each case Icaated .n ~.rav~s C,~un~’, Je~s~ tkie~ntien arising out of or rela~ing to ~h~s Agcemen~ omd the ~ranr~:t~ens contemplated ~ereby agrees not m commence aay !ki~t~en relating ~emto exccp~ in such coups). [~ch of the pa~es h~e~o hereby i~ev~ab~y ~nd uncondkiona~iy waives any oNectien ~e ~he l%ving of venue of any litigation ~rMng out of th~s Agreemen~ or ~he ~mnsactions contemplated hereby i~ ~he ceu~ of ~he S~ate ef Texas er of the Unked Sm~es, ~n e~ch case lecm~ in Troves Ceunb,. Tex~s. ~nd hereby, fuaher irrevocably an~ unco~dltionally waives and agrees no~ ~o plead or ciaim in ~ny such coua ~h~ a~v such l~tig~tion brought ia ~my such ceu~ h~ been brough~ ~n an ~nconvcn~en~ forum. i4. Assiamment. "J’bds Agreement.. and t]~e parties’ respective ri~ats and ob!iga~.iens under ~his Agreement. may not ~ assigned by any ~a~v withou~ t~e prior written consent of the other ~am-. except fl~at the Company inky assign ~his Agreement m any of i~ subsidiaries or successor by monet or saJe of a~l er subcant~m~) " " " ’ a~l of the ~ .... s assets, wkhou~ the Emp~oyee’~ ~omi,any Em~IoEN~en~t As.~ement - Page 7 Decem.~.~r t, 20,i2 CONFIDENTIAL APF00000186 provided ~.ha,’ the assignment does zmt diminish any of the Emp;oyee’s ben..,¢~s, rights or oNigations hereunder. !5. Withholding. All p~..~nenls lo the Ernp!oyee under this Agreement shall be reduced by applicable wi~hhotding required by ~i~deral, sta,’e or [oca! law. " I6. Facsimile Execution and Delivery. A faesi:nile, etec,’ronic maiUPDF or other rep’..~ductk~ of this Agreemen~ may be executed ~. one or more parties here’,o, and an exeeu.’.ed copy of rids Agreemen~ may be deiivercd by one or more l~ar~ies hereto by f’acsimite, elec~ronlc mailiPDF ~,r similar eiectrm~ic transmissio~ device pu.’suant to which dm signat~:re of or on behalfoi~such ,~a~," can be seen. a~d such execution and deliverx..- shall ~ co~sldemd vaiid, binding m~d ef!~c6ve for oil jurposes. At the request ofan~ part}, hem~o, oil paxies hereto agree to execute an erigina~ o~this Agree.,n~.t as welJ as any D.csimi!e~ eJec!mnic mailiPDF or other reproduction herco~ ~7. Counr~r.:~arts. This Agreement may be executed in two or more couaterparl% each of which shal~ be deemed an original and all e.f ~mcn together shall constitute one and the same i:~st.mment. ]8. Severabilitv. If any pro.vision of this A~ment [s heId by final judgmen~ of a court of" aompelent jurisdiction to ~e i..’:vo~id, i!legai or u:3enforceable, the invalid, illega! or unenFc’.rceable provision shaIl be severed fi’om ~he remainder of this Agreem~m, and the r~,~m~h~der of this Ao_reem~ shall be enforced. In addition, the invalid, ilIega~ or unenforceable l~rovision shall be deen~d m be automatically modified, aad, as so modi~,e~, m be included i~ t!:is A~’eeme,nt, s~.jc,~ modifie.m,~on being made m the minimum ex~.ent ne:es~o, to render ~he provisi~n vaiid, te~l and enforceable. No[withs~amding the Foregoing, however, if the, severed or modified provis~on co~3cerns o!l o~ a porlic, n oF the ~ssenti~l consideratio~ ~.o be delivered under ~his Agreemen~ by one pa~: to the o~her, the remaining provisions of this A~eemen~, shal! also Ne mc,di,qed to the extent neca~ m adjust equitably the parties" respective r{gi~ts and obligations hereunder. 19. .~nteri:~re’~atiom The wor~s %creel. ....hereto,:" ":herein" and ~’hereunder" and words of shnilar import whoa used in this Agreemen’, shal} refer to this Agreement as a whole and no~ particular prov~sion of this Agreement. and Section and Article re~emnces are to Ibis Agreemem otherwise.s~c~ed~,~ . Whenever ~hc words "%dude.~’ ~:~nc~uded" or "including" ~re us~ in Agr~menL ~ey shall be deemed ~o be fo~!owed by ~he ~ords "’-adthout timi~tion." the d~iptive headings hemi~ ~e inse~.ed for convenience or refer~ce on~v and shat~ {n no w~y be cons~d to define. ~imit. describe, explaim mode% ampii~ er Md m ~he ia~retation, cons~ction er meani~g ~mvisio~ of. er scope or intern of. ~h~s Ageemen~ nor in aW way ~ffec~ ~his Agr~menL l~ this have ~he defined meanh~gs whc~ used ~a any dccumc~t made or del{vemd ~u~uant hereto otherwise de,ned ther~n. Th~ de~nifions con£i~ed in ~his Agreemen~ are applicable m the singular as well ~ the plura~ go~s of such terms. Personal ~ro~u~s shal~ be con~o~ed as ~hough of the gender and number required by the c~m~exL and the singular sha[t ~ctude ~he plu~ and ~ p!um~ the s~ngu~ar as may ~ required by ~h~ cont~xa The panics hereto agree tha~ no ~a~y sha~ be deemed to be the drafter ef ~his Ag~men~ and ~hat i~ the event ~h~s Agra~ment ~s ever cons~-ued by a cou~ ef taw or e~ui~v, such ~om~ s~all not ~o,.~rue th~ Agm~ment or any prov~smn hereof agam~ e~ther pare" as ~he drafter Agr~ment. /sig,~ture page fi)llow.v] Deceraber ~. 2,012 CONFIDENTIAL APF00000187 ~N WITNESS WHEREOF, the parties here{o have ex~ut~:~ rids Agreement to be efi:ectiye as of ~he Fffcctive Dm~. COMPANY: EMPLOYEE: Michae! H. Nasse~ar ELnap~ov.nem A--~-cemem - Page 9 December t. 20 t2 CONFIDENTIAL APF00000188 EXttIBIT A Revenue Bonus Schedule Sales "[’¢~ra Manager, Texas Employee st~all be provided with the foll~2wing compensation arcaI:gemem unfi~ modU~cmio~ by Comnanv ~n i~s soIe discretion Any changes must be made in ~m~.~ ""~,, and wi~I apply to customers ~bm ~ave not ah’eady completed a ~oan a~licatica, as ~efined by the Company, Any such !ean t~at does ~ot fired within 30 days of a compensation change w~ll be su~ect :o the new c~m~pe;~ation plan. A F~rcentagc of revenue tbr the team (as defined below) less the cos~ of compensation paid to ~eam s~aff ’ ¯ c~sts as ~isted below. Team Revenue to ~ s~li~ as ~, - members, and other ahowaNe fi~llov, s: ,, Michael Nasseffar 50% .~;~:; brutal ,, N~chael Task 50% ...... b~kt:aI { $0-$20.000 60% -, o,, I S20.00! -49~999 i S50.000÷ 75%. Team Costs - Effective Ju~ae ~. 20!3 " Commissions paid to Loan Officer(s) as-signed to Team i52015 * $5J300 per month f~- Marketing Sales Agrecmen~ with Centerra Homes , $4,000 per month for admiMs~rafive Fees ,, $,l,a 16 per mo~tb 5or o,&cr staff compen~fien ~ $90 perl]le 7?a:n Re, entre - defined e.~ ’~ ~,~e s~.-’m of Origination. Discoung LO Comp Plan. Net Buy Price, Lender Credits, Escrow Waiver, and Lc~k E×tc~Mon Fee. Plea~ ~ote Lender Credits are ~:picaIly negative. Bonus Pay Schedule Semi-monthly: Bonuses are pak4 o~: a semi-monthb, basis. Ati loans "wi~h a PayrcA} Efigibfe Date f~m the ~h~ougn the i5~ of the month w;l~ ~ pa~d on ~he last day of the mo~. All ~oans wi~h PavroIi F,li~ibi~#v Date." -Lt~ans whcre.AmcriPro Funding, I~c. is the credilor: funding date -Loans w~cre Amer~P~ Funding, h~c. ~s tim broker: ~he d~y ~s~owing cemp}et~on of !oan check by Oua![ty Con~’ol and ~ " ,, ~_Yes No Employment December ~ 20 i 2 CONFIDENTIAL APF00000189 Michael H. Na:sserfar December ’ 20 ! 2 CONFIDENTIAL APF00000190 1 13 APPLICANT'S EXHIBIT NO. 10 ~MPLOYI~ENT Sal~ M~age~ Thi~ EMPLOYMENT AG~ (this "Agreemant’~ ts mad~ as of Novembcr I, 20!3, (the "Effective ])ate") by and b,~v~n Amefipro Fmufing, Inc~ a Texa~ corporacio~ (the "CompanT"), and Michael H. Nasserfa¢, ~ indR~dual resident of~ A. The ~-mployee has expe~eace in the b~iness of r~id~tiaI mortgage l~adi..~ (the "~,~iness"). B. The Campany de~ire.s that the Employee serve as Sales NLamger fo~ ~he Company’s L.za~h desigrm~ed as Branch #]~2010 a~d the F.,mpioye~ desize~ ~ h~id such po~iti C. The par~ies de~e to rater imo this Ag~emvat ~etfing forth the term~ and ¢ondifiom of the employm~’t rcl~fiova~ip of the Empioy~ wifl~ the CompanS,. NOW, THEREFORE, th~ .mu-ti~s agr~ a~ follow~: ¯ (b) P.osidon. Employee shall serve as the Sales Mm-,eger for the Company’s lm’a~h d~ignat~ as Branch #152010, wi~ inch ~ ~ ~~ifics ~ &, C~y ~l ~. ~ployee s~] ~te hi~ ~11 ~ ~ ~ d~g ~ b~ ho~ ~ ~e b~ ~d ~a~ of~ ~m~y. ~ploy~’s ~ ~i ~lude ~ not ~ i~ed to: (i) m~ ~ ~ of ~- Page Nvvem~r i, 20i3 Applicant’s Injunction Hearing Exhibit 010 CONFIDENTIAL APF00000166 (d) Lk~nm~e. Employer :equires tb.a~ ~--~loyee holds ~ mor~e loan originator Hce~e as mqu~ed by *d~ SAFE Ac~ a~d the app.Hcable s~e in which h~’she desire~ ~o do b~tness. ~mplo},ee may only off,mate ]c,~ns in the s~te where h~/sh~ is I~ce~ed ~nd F.~otoyee ~lior h~e~ ~aueh are physic~Jiy unless ofaerwise a~roved by ~n~ment ~ wfit~ PI~ ~on¢~ the ~mp~y f~ a ~s~ of approved ~1oy~ is r~qu~ed to ~ itc~s~d ~d ~s to ~l~e a~ ~" ~ wt&~n ~ N~onw~de L~censing System & R~y (’~S~S") to ~s~iate ~ ~e Ma~ntsmmce of Currant Licensure - It is FFxaployee’s r~bil~ r~g:i~m~i~, ~e~g mfl ~ ob~i~io~ ~nfinuously c,~t. It Corny. E~!~we m~ be c~t ~kh ti~ to ~i~e b) ~aitum to ~n~ Lie~nm~m - Should ~ployee f~ ~ r~ew bJs~er iicenm or ~I~ to vefi~" ~ ~mploy~ hol~ a em~ent I~ th~ ~plo)~ lo~-~ ~ad may be pla~ en ~d s~emion a~or ~ w~bj~t 1o ~{~e t~inafiom Empl%’~ Employee ~ noi p~u~d v~A~on ~ ~t lic~ mdComp~ v~fic~io~ h~she %5~ ~ te~ fer £~lm~ ~o meet m~imum ~q~ Employee is not e~dtl~ ~o eommissi~ o~ ~ Iota oH~ ~ &ny fi~ whea ~ploy~ w~ not pm~ly Employee verifies that he/she do~ nol hold a ~’.rr~ut ova aci~¢e Rea! Emat~ Licit.so. 2. .Compersa~on. (a) Com.~a~-~on; Benefits. The E.mployee shall r~N~ ~h ~p~,~ of $2,~.~ e= mon~ ~ ~ ~ to ~ p~d o~ a s~-mo~y b~ ~ ~rd~ with ~e ~ny’s re~w pK¢ ~eP~e, which ~I ~ a ~w ~ co~ a~ ~ ~~ e~ed ~ ~t f~ ~low. pmv~d~ ~ ~ C~p~y ~y ~mend ~ g~t ~ time to t~e to pmvH~ ~pl~vee wP~. ~ ~A~ ~ d~ the B~e P~ p~d d~ ~e c~ ~y ~ ~m ~e ~e~e ~m~ ev~t ~ ~ploy~’s B~ Pay f~ ~e ~Hc~le p~ed ~c~ ~e commi~io~ my ~ve b~ ’~I be ~_~i~ over ~A ~l~d in tho ~iw~ of ~ ~~ h iS ~d~o~ ~ E~l~y~ is not to ~on s~p]y for ~L~ a Io~ No ~mmJssi~ ts ~ ~d: or p~’~le to K~pl~ee ~ ~1 ~e 1~ h~ clos~ mfl ~d ~ ~e Employee’s m~isio~ ~ ~fined ~ a !~ ~ n~ ~Je~ ~d u~l the I~ h= gone ~ el~ ~ moni~ beve ~nd~, ~y ~ssion ~ hm ~ f~ fne ~m~my cn ~r~s ~ l~ ~ do not close, ~ ~e ~m~sdoas we re~4V~5 ~ ~ Company’s ~ond~7 M~fing PoRe}’ M~, s~n ~m~ (~ bo~’~r) expe~ r~e *~e ~oyee’s ~mm~ton ~ ~ed ~ ~ A. ~p!oy~ ~ ~ ~ the ev~t ~ ~he’¢~ ~e is ~y e~r ~on ~f!~ ~e ~l~on of~ commission, heis~ x~ti ~ ~y such ~~ ~ ~z~ng w~ mmou~ of ~e ~m~si~ p~d, ~loy~ ~ th~ u~ ~e e~cu~en of ~s A~emen~ ~em ~ no d~sp~ ~ng io eompen~ ~5fa Comfy md ~ Emp]~ ~ ~-~’ed ~ pay m~ eompem~on du~ io ~ner ~ of ~ne d~e of ~ exec~en of ~ Age~ent Employee ~s mud ~!c~es hb~ ComF~ N under no ~o~on to p~Ade Empl~ ~J~ ~ ~elu~-:g bu! n~ I~ ~, h~th ins~m~; pmvid~ flint ~p]~ ~H ~ ~ed to tony benefi~ ~&~ ~mp~y m~es av~1~ie to ~ ~v!o~ Ln ~e ordh~5" cw~e of b~ne~. E~!~ sh~I ~ en~fled to ~Ne ~afion ~d s~ck tL~e ~ Commie’s e~%’~ b~oh S~h vazafion ~e to be sc~duled by mu~ ~e~ of fne Comply Em@Ioyee, Nov~u’r~" I, 2013 CONFIDENTIAL APF00000167 (a) The Compaay reprints and ~ ~at thi~ A~e~ h~ ~ ~ho~d by a~ n~ co~ action of t~ ~m~ and ~a v~d and ~md~ ~e~en~ of ~e ~m~y ~ble ~ accord~ce ~th i~ t~. (b) t~ Employee rep~_se~s mad wm-rm’~s ~a~ h-dshe .;s not a part}.’ to any agreement, or instrum~n~ thai wv~d prevsm him~r from entgfing ia~ o.- p~.on~ng hLs:n~r duti-.s in any -~y under t~i~ 4. Agsi~mment: Binding A~eernem. This Agr~em is a V~sor~fl con~ and t~e fightS and ~.~-~es;.~ of ~e ~’~ployee hereunder may no.’. be ~old, ~ansferred, egg~gned, p~edge4, encumberei, or ~’po~heca~md by bZmJher, except a~ othem’iss eK~r~sty permitted by the pmv.%ions of this Agresmgnt. This Agreement shall inure ~ the benefit of and be enforceable by the EmpIeyee and ids/hez persop~ cr t~ represeutafiv~, executors, admhfistrators, su~esso.,% h~[rs, distribute, d~visces aud legat¢~. L~ ~ Employ¢o shouqd die whiI~ a~¢ amount wou~d still be payabtg to hL-w~n~ her~ander had ",he EmpIoy¢~ co,’zC’duued ~ Eve,. dl such amourr~, unte~ olhervdse provided h~e~m, shat~ be .mild in ~ooordanoe wWa ~e terms o~ this Agrc~m~,;~ to his d~¢isee, .%game or other d~;.gn~ o~, ~f~ere ~ no such designee, :o his/her estate. Confidentiality: Ov,~ershi9 of Wefts. (a) The Company agrees ~ upon or prior to the comme~.cemea~ of Emp!oyee’s emptoymen% the Compatry wiE provid% or, has provided, Emplcyee w~ch Confiderrti~ Irdormafion (as defined below), iu exc’r~n_g% Employee agrees not to d~o~ose suoh Confidential !nformation other ~ as !~mfitt~ ku ~//~ Agrcem~t and to use the Co.,~.de~ii~i i~.£onnafion sol~y for fl~e Company’s b~nefit (b) T..’m Employ~ac:~owiedges that: (D the Busin~s is in_temsely com4:efifive and ~ ~’~ Emg]oyee’s emp!oym~ by the Company will mqu2~ tha~ the Em.~loye~ have access ~o and k..’,owi-,,dg~ ~f com’id~ial i,~ormafion of the Comply, [ucluding, but not lh’mited ~o, th~ identity, of the Company’s employees, customezs, payers ~r suppliers, v,4th whom fi~e Cmmpany has dealt, the Idnds of services provide4 by the Company, ~he manner ~n which s-a(h ~ervices are performed or offered to be penbnmed, pricing infom~on and other e~n~ac~.at term.~, fifforma~on e~ the creation, acqu~..fion or ~s~iou of products a~d services, creative ideas ~d concep’~, ~etudin.g fm~daI systems, computer sogo,vare app.Heafions aad other programs, r~earch d~,~a, p~omnel ~riormaf!on and other trade sec~r~.s (cotl~ve|y, ~e "Confidential l.uformatioR"); (i~ the d~ or kudk’-e~ diseios~re of any such Co~fidenfiai L~formar~on would place ~he Company at a competitive d~sadvamage ~nd wou’.:d do damage, monetm3o or other~:se, to the Cemrany’s busin~s; and (~fi) ~he eaga..~g by ~he Empi~se Lu any of the a~vifies ~o;~ited by rbSs Section 5 may c~’w.~’fitute im.m~per ~rpr~o~i~io.n ~’or use ~ such Com~de.u~iz/ Luformzti~a. T’~ Employee exFressty acimow!~dg~ "~e trade se~’et s’am:s of the Confidential information a~A that t~he Confidential L~i’o.,-mmion eons~es a prot~ble bvsiness h~sre~t of ~e Compmy. (c) For purF<~ses ~this See/ion 5. ~.e C~,’~y s~ha!l b~. cous~--ued ~o inc-[ude tt~ Com.Dmny and fts paren~ and m~bsid~es en~,~.~d in le Bus~ness, ineiudL.ng aay dfi:.~om man~sd ~ ~.he Empbyee. (d) Dm’h~g the E~o:,"ze’s employmenl with ~e ~m@m~:, ~d ~ ~ ~ ~ ~e m~s hnow~ disc!ose, 9~ m~e av~ie ~ u~lize any of ~e Co~d~ ~o~i~, other ~n ~n ~e of c~t~t ~m~c~ou or o~ ~s~ve or i~slm@e bod~ ~v~ded thaL ~ to ~acl~ng ~y of ~e Cer~da] ~fo~ion ~ r~z~ by a co~ or oLher a~r~lv~ or le~l~ve b~y, &e E~loy~ Em~!~emt Am’c~mer~..- Pa~e 3 Novem2~er I, 2013 CONFIDENTIAL APF00000168 promptly ~oth~, th~ CoiIr~any so ~a t~ C~p~y ~y s~k a pmt=ctiv¢ o~ ~ o~er ~r~datc ~ed)’. ~c Empioy~ a~s m m~ all ~u~s or ~ ~t~s ~ng ~d~ti~ ~fo~azion, in~iud~ ~1 p~toc~ie% ~a~ ~ud ~es thief, ~d ~>’ such ~o~afion st~ el~o~y ~. ~ ~mpu~er ~ or ~ any other m~ to ~e ~ at ~, fim~ up~ ~ue~ by hhe Comply ~nd iv~ediaely ,~n the ~na~en of~ ~piEvm~t for ~, r~. (e) For ~- pu-,iod of one year foltow¢mg the te~wJnat:~on of ~s ~pI~’~e’s ~mpl~ment w~n ~ Co.any, ~e Empioye~ ~ ~t he ~1i r.~ dk¢~dy ~ indir~v, for ~s b~ or f~ ~ ~n~t of ~)’ o~n:~ p~on, fi~ or e~, do ~)" of ~he feI!owk~ (i) soI~9{~ ~om an)" custemer, payor or sup.ptie~ do~ng busLness with ~ ~mp~y ~ of~h~ ~ployee’s t~na~on, b~sin~s ofLh~ ~e or ofa s~mil~ rmm~ ~ the b~/n~s of~e ~ny .~dth such ~om~, ~¢or or ~p~e~ (ii) soScit from any known customer, payor ~ su2~plier of the Come,any business of the s~.~e or of a sindlar nm%u-e m that which has been ~kne s~bject of a knowa written or ora’., bid~ offer or proposal by th~ Compmy, or of suSstan~al p.,~pamfion -~ith a view to m:2~.dng such a bid, protmsal or o.fi~’ro vcith~ sb~. mon’.~s prior to ~he Employ~..e’s term2natior4 (?.v) o~,~,ise k~owtngly .~:~fere v,ith ~e business of the Company. ~) The ~’n..ployeg w~t make ~1! and .m’ernpt d~scle~are to the Company of ~ ~o~, ~d% ~n~N~d or ~uc~ m p~=fice ~" ~e Emptoy~, dLh= ~=, ~der h~ dir~tien or ~ ~g ~e ~d ~r employment ~ ~e ~p~ "a~r or not d’~ng no~ w~g ho~s Comp~, ~ (~i) reset ~m or ~ s~d by ~.~k p~ed ~ ~ ~loy~ for ~ ~mp~y, or ~ A~m~ ~ ~ror~’). ~di W~ s~ ~ ~midcmd =WO~ ~DE FOR ~" 1~ ~ W~ c:~t~ mad% ~n~ived ~u~ tO ~ by the Empl~yee ~or~o ~e fi~u~ ~nclud~g, b~ not !~i~ to, ~ ~1~ ~iica~om~ ~gh~ ~pyfight Emp.19~ _A~eement- Page 4 Nove~r t, 20t3 CONFIDENTIAL APF00000169 ~med~ely ~ emplo~ of &a ~paw. ~ addison, ~e Em~oy~ ~c~s ~o ~ed~]y deie/e my ~e~ or r~re~io~ ~y ~b tog or blog jo~ ~ ~’, ~n~ we~ite, s~d ne~E~g or a~d~ we~it% web bull~z board or a eh~ ~m, video ~r wiki ~s~ ~ such r~s~u~ado~ or ~g ma~ ~atemem (i) The ErapIoyee azk~owted~s that ~e se~ces to ~ ~d~ ~ ~;~ m ~ne ~m~y ~ of ~ ~i~ ~d u~que cheer, ~d~ g~¢~ ~s A~ a ~uliw v~ue to ~e ~mp~y, tb~ t~s ef wl~ch w~y not ~ ~n~Iy or adeq~ely eom~n~ f~ by dm~ ~ an ~on ~ law, =d ~ a b~ or of mone~" ~s or the po~g of ~3" bond or s~’, ~o~g ~ ~ ~ ~p~oy~ ~om ~y ~ch v~ola~ or ~a~n~ viola~s. ~) The Employee f,u:~er acknowledg~ aud agrees that due ~o the tmiqL~nes~ of ~&~ s~s ~nd ~nfident[~ ~are oft~ ~o~on ~ ~5~ po~s, ~ cov~ set fo~ h~in a~ ~le and nec~, for ~ preston of~he bu~u~ ~d g~v,~l! of~e C~pmuy. (k) r5 a corn of competent .bafsdi~on detenrjnes that aW term. covenant, or provision of @ks Se¢fion 5 is im,’aIid or u.mer~orceable for any- reason (including w~,hout limi:ation unenforeeabilky due ~ overbread’~w., vagu~ness~ or t~so~b~eae~ of duration, scope of aetivi~,~ or g~Fhic ~.~a), ~en tb3s S~fion 5_ sha]I be dc-c~ed divi.dble; ~Sth ail other terms, covenzn~, and pmvisio~ remaining Lu i~al! force and effe¢,,, and {I-~e L~’aiid terms, covenants., or provisio~ shal~! be deemed aut~matica!ly =formed and amended to ~elude only suc~ t~rms, eove~.nts, ~ provisions (iac’mding m~..s, covenao~ art pr~s’.:om re!a~ing to ~e duration, scope of aefivily, and geographic ~ Io v,~.eh this A~re~meat appties) as ~he court deLermi~,~ a~e ",-did and enforceable, and ~he Ixovlsions of this A.~eem~m!t as so amend.~l shall be valid and binding u~n Em.ploy~ and the Company as though fine unenforceable po.’-ior.~ or preston had n~,,er been :.m.c!udeA iu ~ AgreemenL 7. I~demrd~cafi~n. Su’~eet to to ~, Y~.: ~SPA ~d ~ ~!owed by ~uy fed~ s~ or ioc~ law or o~, E~Iw~ sh~l ~k~’, d~-A ~d hold h~e~ ~e Company ~em a~ ~ ~" ~d ~ loss~, c~ms md ~fiifies r~l~g ~m Employee’~ ~ bm~h of ~ A~me~ (~Iu~ng vd~out t~5~ a ~~on ~d~ S~fion 3(b)) ~ may ~5~ of ~.e Bmplcy~ w~ch 8, Notices. All notices azd other co~:aunicafioas trader thg A~.~em~ g~1~ L~ wr~ag ~ud ~aIl ~ d~med g~v~ wh~ ~v=~ ~1)" or one b~s day fo~ ~F~ by o~t ddiv~ s~d~ or u~u ~t c¢ retied ff mailed ~v c~fied ~I, ret~m ~a~t reque~ ~ ~ ~ ~ ~e fo!lo’~ ad~s~ (~ ~ ~ other ad~ ~ a p~: may h~e ~ecified ~ notice glv~ to f~ ofin~ p~’ p~: ~ Page 5 Nov~aber I, 20t3 CONFIDENTIAL APF00000170 ~’to Comvany: Amefipro Funding Inc. A.~u: Lora Gray 8300 N. MoPac Exp~s~’a.v, S~aite 120 Au~ Texas 78759 If to the Employee: Mic~! H. N~sserfaz 4!09 Hookbi!leA Kit, Aus~. T~ 78~8 9. Entire A~eement. ~_s A~eem~t co~a~ns al! ~g understanding~ ~twe,,~ ~ pa~,~es hereto Fertai~dng to ~ matr~ers referred to hsm~. and skx~.-sed~s an), other undcrtaldng~ and agreements, whether oral or ~n w,~fing~ prcviously entezed ~to by fl~n wi~ re~p-:ct thereto. The E~!oyee ~ ~, ~n ~ec~dng ~his A~ s~ d~ not rely ~d h~ not ~tied ~n ~V ~enmfion or ~ not ~ m~ ~¢ fn~ Comply with ~ggd to ~e su~e~ ~r or eff~ of eb~ A~2 or o~s~. How~, ~s Aue~m~t do~ ~t s~e~e ~e omp~y’s fi~ under ~y o~er ~m~nt ~e~ h~ E~t~’~ Compmy ~ (~) pmte¢~ the Compmy’s pmWie~ L~o~afion or i~11~v~ ~’, o~ (fi) pmb3b[~ ~p!~e ~ ~mpe~ "~ ~e Co~.~;y ~ soliciting ~e Comp~y’s emptoy~, ~m~, payo~ or ~pplie=% ~ aH wach ~ghs of ihe Comp~ ~dez ~ such ~~ ~ ~ ~ Md~n to 10. W~five~ mud Am,mckments. This A~m~t m~~ be ~end~ mod~ ~eme~ ~cel~, ~ p~i~s ~, ~ ~e c~ of a wd~, by ~e ~’ ~Mng ~mplian~. No d:~" on tM ~ of any ~" in ~ of ~y ~ of ~y ~% W~ or pfi~i~ ;~d~, nor ~y ~e or ~ ~ of my fi~ ~w~ ~ pfiv~gge h~e~d~ ~eci’~e ~v ~ ~ f!~er e~r~se ~f or ~h~ ex~o~ of ~" o~r ~ power ~ p~’~ege h~der. Governing. Law. Tbi~ Agreen’~nt sb~Ai ~ gove~ by, e~f~ed ~ ~d con~ in taw of~ ~e of Te~, ~o~ ~mg effsa ~o my choi~ or confli~ oflaw pm’¢~ion or A~e~t sh~ ~ ~.~efi a~ ~f~ P~ b~ ~ s~y Lu ~ ~ ~d ~ s~ not i2. Subm~s~on..to JuM~&"c~]~; Co~mnt ~o S~’i~ of Proc~s. Eaoh of ~e p~ b-~ h~ff~ md of ~ U~ed St~, ~n e~h ~ !ooZed ~ ~mv~ Co,~, Text, for m~, I~on ~s~g ou~ of or ~iafing to ~is A~eem~t and ~ ~-~do~ c~t~ he~" (~d a~es not to eom~men~ ~W hfi~f!on relafi~ ~h~o ~x~t h~ ~ach ~u~). ~h of fi~e p~ h~to ~reby i~o~ly ~nd ~co~ifio~’ w~v~ ~ny I3. Yn~s Ague_mere, ~nd ~e pa,~ies’ respective fighLs and obligations under ~is Agreement, may not be asfigned by any pa.~.i ..J~ou~ ~e prior, v~.~.tten consent of the oth~" pm..’~y, exc..~ ~ ~ Company may assign this Agr~ment to any ofi~ ~ubsid~afies or a~=~lia~es or to any successor by m~ger or sale Nove~.z 1,2013 CONFIDENTIAL APF00000171 of aL". or subs’~,t:,~ all of the Compm’}y’s ass~, wi.t~om the Emp~oy~’s cons~u~ wovided t~hat f~e assg!Ftm~ does no~ dLm~nish any of the Employee’s bemefits, ~gh~s or ebiigafions hereuader. I~. Wi~hold~. All paymen~ to lhe Employee ’uuder "~Ns Agrseme~ shRH be reduced by all app~,icabl~ M*,h.hold~ng mquhn~d by’ b.~eral, s’~e or ::coal law’. !5. Facs’knile Exro’.’~oa amd De!ires,. A f~simile, electronio maFJPDF or other reproduction of thi~ Agreem~n~ may. b~ execu.:ed ~ on~ or mor~ partirs hem~o, and an ~xecuted copy of this Agreement may b~ delivered by one or rno~ pa~es hereto ~, facsimile, ethic ma~FPDF or s’:milar eI~ctq)nic Wmnsm]ssion device pursuant ~o wh~n the sigp~ture of or cn ~h~f of such party can be seen, and suck execution aud dei’ive.-y shall be consider’~d valkto NndL.ng and effe~ve for a!! p~es. At the request of any party hereto, a!l p~.s hereto a~ee to ex~zu~ an origLuai of ti,~ Agreemen~ as weil as any" facsimile, electronic mail/PDF or o~r reprodu~io~ hereof. 16. Counterp~-_~.. This Agreement may be executed in two or more coun~ergarrs, each ef M~ich shall deemed a.n ori~’r.~ ~,ud all of which toge~er sb~! constipate one ~d fl~e same i~.strmnenr. 18. L~erpretafion. The words ~h~of,’: "h~e~o," "k~eiff" ~ "h~" ~d words of ~I~ im~ wh~ ~d ~n t~ A~ ~I ~f~ to ~ A~e~t ~ a "~I~ ~d not to ~y p~dc~ pmv~ion T ~ wo~ "include," "~et~ed" ~ "nmctu~n~" ~e ~d ~ ~ A~ ~ shNI ~ ~ to ~ ~owed by t~ ~rds ’~i~out ~6on." ~ d~pfive h~a~ he~hn ~e ~ for ccnvep2en~ of~f=e~ o~y ~d s~! Ln no w~; be ~am~ to define, ~tL d~cfi~, ~1~ c~on ~ me~g of ~ny ~ov~on o~ A~m~nt s~i b~ve ~e defied m~in~ ~h~ tAe N~I forts of s~h m~s. P~N ~w~ s~l be ~ed ~ ~ou~ of ~ae ~d~ and numb~ r~d by ~e ~ntex~ md ~e si~a~ a~NI include ~e ~2~. The p~es he,to a~e ~mt no p~¢ s~H ~he ~ent ~s A~s~nt ~s ever cor~rued by a EmNovm,~ ~Nsnt - P~e 7 No’~..mbrr I, 20i3 CONFIDENTIAL APF00000172 ~" WITNESS WI,’IEP~EOFo the p~rde~ b~reto have executzd ~ Agreement to be effective as of ~d’~e Ei~’.ecfive Date. Mi~chael FL N~ss~-fzr E,’rm!c~’rn~t A~! - Pa~e g November 1, 20 i3 CONFIDENTIAL APF00000173 Corn.mission & Bonus Schedule Sales I¢lanager: Texas In Eld[tion ~o the bess cempens~o~ described ~ t:~ Employment A~’eement ycu are entitled to recej~ the fo.:’!owin~: :) Commission Ca!cula~on- AL~ocab:r Rev~ues for ~u¢ ~ N~scrf,~ & Task Tc~m (gPS x volum¢ ~-om commission sChedule below) le#s Comrnis~-n Offa~ Bal~c~ less Uncol~setsd Fees les~ Approved Bus}hess E,.i~nse ~in accordance wkh ~e Company’s accouu~ble expense ~L.-nbt.u-seraerrt. p!~u) equa~ C¢oss E~r~[ Commission. Effective for all loa~,~ funded on or after: November L 2013 2) Comm ~ssic.n,r~on aS.. Pay Sghedtde Serr~-mon~y: ~m~s[o~ ~ pMd ~ ~ s~-mon~y b~. All io~ w~ ~ P~l! Eli#Ne Da~ ~m ~ae l~ou~ ~ 15~ of~e ~ wil! be pMd oa the I~ d~ of~e m~ ~I [oa~ w~h a Pa)~ol! El~ble D~e ~ ~e 16~ to ~e end of ~e mon~ ~ p~d ~ ~ 15~ of the 3) Guidelines a) Shouid ~he Nasserf~- & Yask T~ (152015) be e!:gib:e to receF,~ a Secondary Mm~eting h~s~ve ~nu~ ~ch ~n~ ~H be pNd ~or~ly: i. 70% ~ Michel IL 30% m Md¢~I E. T~ b) Em~,cyee is allowed to broker to~.s through Compmny approved ehavmds (provided ha%he ,~s:des :u a Non~roduc~ug or Red.J! desJ_~’mted brief@ X Yes No E:’apioyme~t Agreemem- Ex~bit zNe~ 1, 20!3 CONFIDENTIAL APF00000174 N Name Em~oym, emt Ageemen~-P_~b~ November t, 2013 CONFIDENTIAL APF00000175 Employ~ CONFIDENTIAL APF00000176 Nasserfar. Micb_ae! E, EXHIBIT A Commission & Boaus Sctmdule In addition to the base comt~nsafion de~ribed in the Employment A~’eemen.: you are entitled to ree.eive the following: Commission Calculation-Allocable Revenues fbr the enti~ Na_ssert~r & Task Team (i 520~5) (BPS x volume from commission? schedule be!ow) less Cx~mmiss’;on Offse~ BMauce less Uncoliected Fees ies.~ Approved Business Expense (in accordance wkh the Company’s accountable expense reimbu..’~emen~ plan) equals Gross Earned Commission. Effective for all loans Iimded on or after: November 1,2013 2) Commission/Bonus Pay Schedule Sem~-mvnthbo: Commissions are paid on a sem,.’-montht3~ basis. All loans wi~h a Payroti EligiNe Dine ti’om the ! ~: ~hrough the .15:"’ of ~he month wil! be paid on the ~ast day of’the month. A[i ~oans with a PayroIi Eligible Date from the I6~’ w the end of the month are paid on ~ahe ? 5e of the following month. Payroll Etigibi]#;, Dam: -Loans where AmeriPro Funding, Inc. is the creditor: ~anding date -Loans where AmeriPro Funding, Inc. is the broker: the day fo!~ow,;ng compie~io~a of loan ,hock by Quali)" Control and Compiiance 3) Guk|eIines a) Sho~ld fiqe Nasserfar & Task Teara (!520~ 5) be. etig~b;e to receive a See~nd,~’ M~keting tnc~n~Ne bonus, such bonus wilt be paid accordingkv: i. 70% t~ Michae! H. Nasseffar ii. 30%m Mi:hael E. Task Employee is a[towed ’.,e broker ]oaas through Company apwoved chanv.eis (pmvjded he;she resides in a No~-Producing or Retail designated branch). X Yes No {s’ignamre pagz j~ltows] Employment Agr~ment- ExMbi~ November [. 2013 CONFIDENTIAL APF00000177 ~. Nasserfar, M~oe~ H. Employee Signature Bran~l~ Mana~ Employee Name Elra~ch M~r ~m~ Date: November ~ "~ ,vt CONFIDENTIAL , APF00000178 1 13 APPLICANT'S EXHIBIT NO. 11 25 i EXHIBIT 1 Producing Branch Manager- Commission OtT~e{ This EMPLO’L’MENT AGREEMENT (this "Agreement") is made as of J~nuary bl,." and l:~wee~ .4_m~H]:~o Funding, Inc., a Texas corporation (the "Company"), and Michael H. Nas~..rfar, an individual resident of the State of Texas (the "Employee"). RECEM_,S: A. The Employee has experience in the bus~ness of eesidentia] mortgage lending (the B. T;~e Company desires tea.’. (he Emp]oyee serve as Producing Branch Man~ger for the Company’s branch de.gritted as B:’ar~h #IS2180 a~d the Employee desires to hold suc,5 position under tha terms and condRions of~is Agr~’~Ent. C. ThE panics desir~ to ¢~ter into this Agreement s~--t~ng forth the terms and c.~m, diz/or~ of the employmerft reia"Jonshlp oftha Employee wi~ the Cor~.pany. ~OW, THEREFOP-JE, the parties agree Poshion (a) At-Will Em~loyraent. Employee understands and acknowledges that his/her employment with the Company is for an unspecifi~d duration and constitutes "at-will" emplo.vme~,t. Subject to the terms this Agreeing*., Employee acknowledges that this employmerrt re]e~onship may be terminated at any time, with or ~thout gcs~d cause or for any or no cause, at the option either of ~e Compa.,~y or Employee, with or @) P~ifign.. EmployEE shall serve as the Producing Br~ch Managw for the Company’s branch designated as Brash #152".,8~, with such duties and r~ponsibilities as the Company shall determine. Employee shall devote his full time and a~ention daring normal business hour~ to the busir~ss and affedrs of~u~ Company. Employee’s duties sh~all inol~de but not be limited to: (i) remaining familiar with and e~surL,,.g that all loam originated by ~e Branch ar~ handled in accordance ~5th the Company’s policies, guidelines, quality control, applicable federal, state, a..xt local laws, and investor gui;lelines; (~i) emu..-ing that all proper documentation is prepe.n~d, kept and maintained in accordance with a~l applicable laws, a~d is readily available for inspection zt Company’s discretion; (iii) informing the Cor~.p,rny iramedi~tely of any and edl evems, incidents, occtrrreaces, comp]aints, lawsuits, irrve~’tig~tions, findings, or good faith concerns of illegal, ~mproper, or unethical or o~Er material information or matters concerning the Company endtor Branch operatiom; (iv) informing Compa~y of all expenses on a timE~’ ba~ in order to em~-~ ;,tempt payment thereof a.nd adhering to the Company’s aecou~able expense ,-~imbursement plan ; (v) forwarding all f~s, ch~¢ks, deposits, etc. in ~ possession of Msnager to Company’s Corporate Headquarters in a timely manner; (vi) ensuring that all closed loan documents are s-:ored in Company’s documEm s~orage system and accessible to Company upo~ &mand; (vii) hiring, deve/oping, maintaining, traJ~ing ~.-~d ~rpervSs~ng a sa!es force of loan originators arid support staff to " maxLmize Branah l~t6fit at~d minimize ris.v4.¯ (viiO" ezsucing that all persons performing any serv~iees for ~E Company "~..reugh the Branch are Company ~raployees, properly licensed ~d registered, as applicable, and are approved to start by Compare, and, as applicable approved by the Company to ori~n~e loar~ (ix) ensuring all em~loyee aetix’i~ including but not limited, to hiring, firing, position change, pay changes, leaves of zbsenee, e~c., t~k~ place in accordance with policy, practice, and appropriate corporate level pre-aFproval; (x) Ensuring that n!l adw~,sing and mwketing is done only w~h the pro-approval of Company ~d that at! telem~.’~eting is performed in aeeordan~ with Company guidelines for use of t~ae Do N~ Call ~ist and ~.s in eomptia.~ce FeOEm~ and State r’ales; (x~ ensu.~ng that all websit~ or o’,her soelal med.;o "-.~ed by th-* ~raneh Er ~y Eranch Emoloymer~: A~’~nent - Page 1 2014 CONFIDENTIAL APF00000152 Employee ~:at relate in any way co financinf residential real ~tate are approved by ~e Co~y prior to :o/acc~s by the ~ene~al public; (x~}) ens~ring ~ba! ~y and all ~ail commun~afio~s on beha’,f of Company shall ~ s~1 from a~d di~cted t~ougb co.rate ~nail. Private em~I is =or to ~ used £or any o~cial Co~p~y bus~noss; (~H) ensuring ~al ~I ~ers ~ ~v~sed of~e ~o~ app~pda~e 5~ncin~ onions, a~ not steer~ 1o pr~ucts b~ on m~mizing ~mpensa~on~ and are only advised to cI~e ]o~ns if~e~ is a 8ood faith ~o b¢]iev~ that ~ bo~ewe~ w~II ~ ab!e to re-pay the loan; (x~v) e~u6nB Chat all ¢mp]oye~ a~ pe~o~ing inco~ist~cies r~p~ting dufi~ and c[~sifica~i~; and (xv) ~sur{ng hhat ~ t~mek~n~ ~licJ~ a~ followed ~d reco~s m~mi~; (xvO ~ud~ ~1 b~-~a:e Ic~I, state, and f~e~ly r~ui~d ~ployment pos~ promi~tly d}~laye~ in a commo~ mrea acc~sible by all employees; (x~i} ~in~ ~] ~quir~ HUD, federH, ~nd Agony i{c~s~ceni~io~ ~e display~ in the ~a~h lobby ~ F~ by law; (~=Hi) there are si~ displaying ~h~ b~ncb name at all ~tq; poins ~nd ~he hou~ of o~ration m~t ~ p~ted p~ ~e law; (xix) ~smHmg ~he oN~ mu~ ~ for ~a sole use of the Comp~ny ~ m~ not ~e sp~¢si~e wi~ any other bugn~; (~) on.ring al! phone ~nd f~ lin~ must be ti~ed in ~e name o~the Company and ~ (Amer~Pro FundinN lnc., Branch ~) ~nd m~ ~ amw~ed and d~sNey~ a~eNinNy; ~d (~i) e~ng ~re always a s~ff of~ ]e~t [wo employ~ ~d b~ o~n during nodal busin~s hour. All b~nch~ ~e su~ to mnnuN onsite inspection, whb or MIhout no~ic~ to ensure complimnce wi{h N] appIi~b!e (c) Notwithstanding any provision of this Agreemem ;o the contrar.’, withoh’t written cons~ ofCompa~, Manzg~ is not auLhofized on beha!f of Comfy m (i) ~I, fete, ~rade, ~ch~ge or othe~se di~e of ~y capiial ~s~ of the Company; (~ ~m a security inter~t in, hy~hhe~te or othe~i~ ~umb~ any asset of Comply; (iii} incur tony. debg s~ ~y 1~, or bomow money in ~e name of or on Of ~he Com~y;(iv) c~f~ a jud~t a~n~ the Company ~ se~!e or comNomi~ in ~y m~n~ ~=y ]e~l action, cMm or Hfigafion ~n the v~me of ~e Compa~ brouNnt by or agai~ ~e Comfy. nor may Empl~ee take any action in fu~e~ce of~y a~pt to accompl~h ~uch ~ctiom wi~om dne C~pmny’s prior ~owledge a~ ~n~nt; (~) imp!cmen~ me~eriat c~ges to the o~mtion d the B~eh; (vi) o~n any bae~ sa~, e~di% or inve~m~t account in the e~me of Compary or ~y DBA, p~t, suNidi~ or aNliate ff~of; (~qi) de~siL e~h, endor~, h~n~w ¢r negotime ~ ehe~ in~mment, d~ or ohh~ payment payola to or ~n/en~ for Comply; (~{i) acquire or a~empt to acquire tony si~a,u~ ~ to ~ny of the afo~memio~ ~t~ nor may Man~er o~n any ~um in the n~e of er a ~me simil~ to the fo~oing; (ix} ae~pt any Nnds or w~N transfm ~ntend~ or for the bemfit or on ~half of the Comply; (x) ~uct any R~tor aaivid~ or hold a~ive Realtor lic~e dudng ~e p~ of ~pl~’ment or pe~it ~ Nlow ~Lh~ ~o~n o~em of t~ ~mpany en~e in such a~dvk~es; (M) pay ~y ex~n~ for the ~nch om of any ~om~ #hnds, er ~ ~ pr~ pa~em ~o any person for se~,i~s ~s~imed with the o6g~natio~ or pr~sNng of 1o~, who ~s not an approved employee of hhe Com~ny; (xi~ issue or Mlow ones ~o isue a ~mmitm~t of ~n~cing Mthout p~er under~ting approval; (MH) waive ~¢ commi~ent fees or f~ for %~isNs, er~t ~o~, fide ~lici~, cen~fi~t[ons or sun’eys; (~v) undergo any 5nancing or eN@t~a~ of ~o~-~ in c~ention of ~mpany po!{ci~, including bm not Jimlt~ to ~w ~n~ng, flip finanein~ or ~ t~rsfer of !o~ns ~m or to without p~xr approval; (xv) d~iate from approved eom~nsation plans for ~y loan o~c~ or oth~ employs; (x~) encomia or p~it lo~ oN~ to steer customm !ow~d padieut~ l~ for Ne maMmiz~ng revenue at f~e expense of custom~’ in:~es~s anN’or facilitate or en~m~ge lending to eonsme~ the abs~ce of any good faith bNief~at t~ bo~oww is one to repay ~ t~n; (~0 once.age or perm~ actions ~a r~ult Ln lending ~o eons~es ~d~ fNse pre~s~, or put Comply at ~sk for c~1y ~y~f~ ~ly payment delhi% mpurch~e or rg~Fmre; {~vii~ ~e the Company’s n~e except M 9~ne~2ce of hi~qaer duties on ~alfofthe Company; (xix) supply Compmy infomat~on or comment to ~e media withou~ expos appro~N. Man~er h~ no owne~hip or other ~age 6~Is w}th res~ to ~ Company’s nine and upon terror.ration Ageemen~ Maneg~ sha]] cede using the Comp~y’s name or a~’ semb]mnee (d) Company Rules. Empl%,ee will remain fm’~iIiar with and adS=ere to edl Company policies, mandards and requirements publlshed or otherwise disseminated by .’.he Company as we!l aa all appI.’:eable federal, s~.a~e: and l~.al laws and reguiat[on-% include.rig ~he Tenura Holding, inc. and Opera~klg Ern~lo,Cment A~reeme~ - Page Januar2¢l,2014 CONFIDENTIAL APF00000153 Subsidimies Employee Handbook and Company Loan O~cer CompensaIion and Brokered Lo~m Policies. Employee is res~o.nsibie for abiding by all le~n~ la~ ~d may not mls!~d, alI~, falsify or fraudulently c~e any documen~ah~ or c~mi~ fraud ~n ~y m~ner wi~ ~la~ to any I~m file at ~y’ stage of~e Io~n p~s. Emp]oycc m~ not ~ecr custome~ Io lo~ i~ o~ Io ~ncre~ or m~hni~ pers~aI compen~on. Employee may not ~co~g~ a~y c~tomer ~o enter ]mo a Io~ un!e~ ~ployr¢ h~ a go~ faith brlief that ~hc ~stomer b~ the abi]]~ ~ repay the loan. Employee may not ~s~ a ~er in closing a ]~n if ~ployee h~ su~ci~t :e~on ~o ~Iieve ihe customer h~ provided materially faI~ info~afion ~n ~n~fion with the mortgage appiid~ic.n. ~p]oyee shall ~mmediately repoa my ~ndua of which ~ne ~com~ aware, in ~]olati~ of the a~ve, ~o the ~s]de~t of~e Comply. (e) Licensu_rg. Emp}oyer requires that Employee holds a mort~ge Io~n originator license as required 5y .~he SAFE Act ~d the applicable ~ate in whic,h he/She desires to do busin~s. Employee may only originate Ioans [n the state where he4’she is licensed and Employee a.~lor his:~her branch are physically located, unless otherwise approved by management in writing. Please contact the Company, for a list of approved sta~es. Employee :,s required lo be Hoop, sod and agrees to compl~e all necessa.,y steps within the Nationwide Mot:gage Licensing System & Registry- ("NrMLS’~, to associate with the Company. Mai~enance of Current Licensure - It ia Employee’s respor~ib~!ity to rel~w and keep nit required , registration, ]~censing and tra.~ning obligations continuoes!y ~g,nt. ]t is Employee s responsibili,’y to provide documen:at~.on of flce~e renewal at the .:ime of renown! and as r".xtuired and ~ques~ed by the Company. Employee must be current with ]icensure to originate loans. b) Failure to Maintain Liter,sure - Should ]~,p]oyee fail to renew his/b..er {ic~nse or if Company is unable to veri~ "ahat F.,mployee holds a current license, thor, Employee will n~ be allowed to originate loans and may be pieced on unpaid su~e,.,sion andlor be subject to immediate te,wninatior~ Employee wili have a maximum of 30 days to Woduee verification of current lieensure. If, aP, er 30 days, EmpIoyee has not produced verification of cm,"rent lieensure and Company is enable to obtain NMLS verifi~tior~ h~Jshe will be te~’rninated for failure to meet minimum requirements of the position. Employee is not entitied to commission on any toan originated a~ any time when Employee ~s not properly licensed. Employee verifies that he/she does not hold a curren¢ and active Rea! Estate L~cense. (~) Compensa:ion; Benefits. The EmpIoy~ shall ~ceive cash compensation of $2,000.00 ~r month as hizraer salary to be paid on a semi-mo~th].y basis in accordance wi~h the Company’s regular pay day sc~duie, which ’~5!! be a draw against cow,missions and o~her compensation earned as set forth below. The Employee will aIso be e]igt.’ole to receive c~mmissio~reonuses in aecordan.ce with Ex~jbit A a~.ached hereto; provided, that, fae Company. may amend ~his Agreement ~-om tlme to time to ~m-ovide Employee wit,h an adjust~ base ann, uaI salary and a~sted pe.,iod~ bonuses as it may deem advisable in its ~le discretion. Commissio~ are calculated by deducting the Base Pay paid during ~-.e eurren.t pay period: from ~he aggregate eo.,.nmission. ]n ",.he event that Employee’s Base Pay ~or the appIicabte period exceeds 1he commission, any negatb~e batance ,,~il] be ca:tied over and reduced in e.he calculation of ~.:ure commissions, tt is understood the{ Emptoyee is Rot ~tified to comm~ss.~on }.i~~i.~ forp~:o~ufi’ng a ]6au: Nb ebmrfiisslon is eam~, accrued, or payabIe to Employee unle.ss and :Jnti] the lo~m has clued arA funded under the Employee’s super’~ision. As defined herein, a loan, ]s not dosed unless and u~5! ~he loan has go~e threug.h closing, all monies have f,,mded, any rescission period has expired, znd a~} prop~ doc~mentat}on ha~ been fi~,ed i= connection ,,~hth th~ lo-mn, and {.n accordance with applicable fedor!!, s’..ate, ar.d }c~.a} mo~gage ]ending taws ~.nd regu}afions, tn the evem that Employee fails to obtain re;,-mbu~ement for *,he Company o.n expenses on ]o~ns that do not close, or the commissions are recaptured Fur ~he Company’s Secondary M~keting Po!icy M~aua]: such eompav,y (or bon’ower) expenses reduce the Employee’s gro~s commission as sta~ed in Exhlbi’.. A. Employee agrees ’..hat in the event h~she believes there ~s any error in Ja.uu,ar.¢ 1,201~ CONFIDENTIAL APF00000154 connection with the cNcu]at~on orris/her com.,~, ission, h~Isb.e will ra~ eny sv~ disa~ment in writin~ with s~e Company, ,~thin 30 ~ys of pa>’me~t of ~e ~mm~on. FaHur~ ~o do ~ ac~ow]~dg~ a~m~ent wj~5 the amount of the commissions ~id. Employee ~ ~a~ "J~n ~ ex~c~ of th~s A~mem, them ~e ~ d~spu~ p~a~n~ng to compem~don whh Comply a~d ~bat Emp]oy~ h~ received all ~), and com~n~t~on due :o h~mfber ~ of the date of th~ exeou~on of INs A~me~t. ~ployee ~ees ~d ac~ow]edg~ hhat the Comply ~s ~mder no obUga/~on to provide Employee w~h benefits, i~clud]~ but not Hm~ted to, heahb ~r~u~n~; prev~d=d, that ~p~oy== will ~ entk~ to ~v ~n~ the Comply makes available t~ ~ emp]oyee~ ~n ~e o~nary coupe ~f business. ~p]oy== shal! ~ enfifl=d t~ receive va~don and s~ck tim~ per the Com~y’s employee h~ndb~k. Such vacation time to be sc~edul=d by m~ual a~-eem=nt of the C~mp~y and EmpIoye~. ~ es~r}ta ~s. (a) The Company represen~ and warrants that this Agreement has been authorized necessa,’2,.’ corporate action of the Corn.vary mad is a valid and binding a~eeme~ of t~ne Company enfo~eable in accordance-wi~ its terms. - (b) The Employee represents and warran~ that I~Ishe is not a party to any a~ement or ~nsm~-nent ~hat would pr~zen~ h~er from among into or performing h~’~er duties ~n a~y way under ins Ag~ement. 4. Assi~nmenl: B~ndin~; Agreem~mt. This Agreemenl is a perso~a~ contm~ a~ ~ rig~ and in~em~s o~e ~mvIoyee hem~er may ~ot ~ sold, ~ansfe~ed, ~si~ed, pledged, enc~bered, or hy~th~ted by h~eL exc~ ~ oth~se cxpr~sly pertained ~’ fl~ Fovisions of ~is A~eem~. ~i~ A~ment shall inure Io the be~fit of md be enforceable by ~ Employ~ and his/~er pomona! or le~l rep~enmtiv~," executes, adm~nis~/ors, succe~o~, ~i~: d~stdbut~, d~sees ~d leg~e~. If the Em~loyce should die wh~le ~ ~mount w~ld s~i~l "ee ~yable to him~er hereunder ~d the Employ~ ~ntinu~d to Hve, ~1 such amounts, u~Iess ot~w~ ~vided herein, shall b~ pMd in accorded ~th hh¢ t~s of this A~eement ~o his d~’}see, legate~ or ah~ d~i~ee or, ffthere ]s no such d~]gn~, to h]~ner ~tale. (a) The Company ab’ees fl~at upon or prior to ~be commencement of Employe~’s emp]~ment, Lhe Company will proved% or has prodded, ~ploy~ vA~ Con~ntial ~nfo~atioa (~ d~n~ below). In exc~ng~, Emp]~’e¢ a~os not t~ d~sclo~ such Confid~fial ]nfom~ation ofiaer titan ~ ~ed in this A~em~t ~d to u~ ~ Confid~a] Info~afion soMy for ~e Com~ny’s ~nefit (b) The Emp!oyee acknowledg~ that: (i) t~he Business is inm~ely competi~ve and ~at Employee’s employment by the Company will require ~at the Empl~ee have ac~ ~o ~d k~owl~g~ of eonfid~d~ im~on ofd;e Company, including, but not Um~ted to. tim ~dentiU of the Compm~y’s employer, customers, payo~ or supplie~, with whom t]~e Company h~ dent. ~e kinds of ~’~ provided Com~a~6 the m~nner in which such so.ices ~e p~o~ed or off~ed to bz ~fe~ed, prating ~nfe~ion and ether co~ctuN te~s, ~nfcrmafion cohering the cr~fion, acquisition or disposition ef pmducs and cr~tNe ~d~ N~d concepts, h~cluding fina~CM ~’steNs, computer ~ofiwm~ ~pli~tiors and ~her pmgr~s, ~e~ch dat~ p~onnet info~afion and oNer trade secre~ (ceUectNe~y, ~he "Confiden~l Information’); (i~) the d~t or ~ndirect di~losure ~f ~ny such Confi~ev~iat lnfomat~ woNd piece the Company at a d[~dvant~e an~ would do damage, mone~" or othe~ise, to ~e Company’s business; ~nd (iii) the engaNng by ~5e Employee in ~y ofgqe eaMfi~ prohibited by ~his Section 5 may constitute improper appr~afion ~or use of su~ Co~fid~tiN ]nfo~af!on. ~ne Employ~ expressly ae~aled~s ~e trade secret ~cds of the Comqd~tia] Info~atJon ~nd that the Confiden~ Info~ation con~kut~ a pro~ectabie business ~nterest of the Company. ~molov,~nent Agreement. - Page CONFIDENTIAL APF00000155 (c) For purposes of this Soetion 5. the Company shal! be construed to include the Company and subsidiaries ~gaged i~ the Business, i~clud~.ng any di\dsions managed by -:he Employee. (d) During the Employee’s employment with the Company, and at all ~imes after the :errnjnation of the EmpIoye~’s employment, the Employee shall not, directly or ind,~reefly, whether individual!y, as a director, s.:ockholder: owner, pa,.,zne:, employee, principal or age.n~ of any business, or in any oth~ c~paci.-=’, make known, disc!ose, f!amish, m~kc available or utiF.ze any of the Confidential Information, tuber than in the proper perform, ante of r.he dufiez contempla-:ed herein: or as express!y permitted herein, or as required by a coua of competent jurisdiction or other admini~ra~ive or legislative body; provided that, prior to disclosing any of Me Confidential information as required by a court or other administrative or ]egisla~Ne body, fl~e Employ~ sha!l promptly notify, the Company so thal the Company may seek a protein, ire order or other appropriate remedy. The Emoloyee agrees to return aH doctunents or other materials containing Confidential Lnforrnation, including all pho’~ocopies: e×tTacts and s~mmaries thereof, and ap;i such infon’nation stored el~tr.on;.e~lly on "tapes, computer disks or in am! other manner to the Company at any ~ime upon request by the Company and immediately ui~n the termination of his empio)’ment for any reason. (e) For a period of one year following the ~ermi~ation of ~e Employee’s employment v,i:h the Company, the Employee agrees ",hat ~e w,:II not, d~a.:Iy or indirectly, for his benefit or far the benefit of a.,Lv other person: firm or. en*JtF, do any of~he foliow::ng: (i) solicit from any customer, p~yor or supplier doing business with the Company as oft,he Employee’s termi~ion, business of the same or ofa simi)ar nay.we to ~he business of ~he Company -~it.h s~ch custolr, er, payor or su.,-pplier; (ii) solicit from an)’ know~, customer, payor or supplier of the Company business of the same or ofa simi]ar nature to that which ]~as b~-~a the subject of a known wfi’¢..en or oral bid, offer or proposal by ~ Company, or of subst.ant}a! p:-epamtior~ x~,~’g-~ a view to making such a bid, proposal or offer, w~,thin six months prier to the Employee’s ~erm~,nation; (iii) ree,~J.~t or soiicit the employment or services of’, or hire, any person w’r,o was k~own to be employed by, or a consultant of, the Company upon termination of ff~ Employee’s emp!eymen~, or within six months prior thereto; or (iv) o~hemise ]’mow’~nEAy interfere wi!h gne b ,us~.~ess of the Company. Notwithstanding anythi~.g to the conwa,"y co .~.,a!ned in the foregoi.~g, the prohFoi~on containe~ in SeCJon 5(e)(~.) zr~t 5(~(~i) sI)ai~ ~ot app)y to an)" c~tomer of Employee ~zt existed prior ~o empioym.ent the Company, provided the customer an~ their Io~"~ is not being se:-vieed by ~e Company. (f) Employee acIcnowledges that ~1 leads and !oa~ in proc~ ~ Compa.’Ty’s property. Employee ag.~es to pm~Ade upon termination a wri~en account of ~ny and all opera leads, bus{ness prospects, a, dior loans in process as of hhe date of h~s~er ",.ermiaation: and agrees not to take ~ny action to divert such loans to a competitor or away from Company.. Provided .’.he Employee terminates in good standing ma~ is awai!able Io heIp wiib, and pa~"ticipate in’the dosing proems when requested; h~she will be. eligible for comp~sa~on on pending loans that cIose within 30 days of termination. (~) The Employee ~51) make ~I] and prompt disclosure to the Company of improvements, formulas, data, programs, processes, ideas, concepts, discoveries, method..s, development, so,ware, and works of authorship, whether or not copyrig~htable, trademark~ble or patentable, which are created, made, conceNed or reduced to practice by ~e Emp$oyee: eider aloe, under hi~,’her direc6on or jointly with other~ during the period of his/her emp]o~ent w’~th f.’}e Compmny, whether or r~Jt during norm, al working hou,’~ J~nu~"y ;, 20] 4 Emp!ovm*-.n~ A~-’eement - Page CONFIDENTIAL APF00000156 or cn @g p~mises of the Ccmpany, which (i) reiale to the actual or anticipated tmsiness, activities ~r r~h of ~he Company, or (i]) ~uh ~om or ~e su~e~d by work Ferreted by t~ Empl~ f~r the Company, or resuh, ~o ~n)" extem, ~om we of ~he Company’s premiss or pmpe~ (all of which ~ cot!ec~ive~" refe~ ~o i~ th~s A~-e~eat ~ "Wor~"). A ll Wor~ sh~i be consid~d "WORK N’~DE FOR HtP~" and s~alt ~ ~he ~o~e pro~ny of the C~mpany, ~nd, ~o the extent ,.~t the Company is not ~dy c~nsider~d the owner ~ a matter of law of any Wot~ crated, made, ~nce{v~ or ~uced ~o p~c~ice by th~ KmpIoyee ~]or to the Eff~1~v~ Dale, the exlent ~t pre~’~ously ~si~ed to ~ Company, the Kmployee b~r~by ~]~s to ~h~ Cempany~ wit~ compensation= all higher ri~bt, lhle and ~n~e~ in and to such Wo~s a~d any and ~1 related inte!l~v~al pro~e~ dgh~ (~ndud~D~ but nol Hmited ~o, put.B, pa~ent appHcations~ copy~gb~, copydghI appIic~tior~, and ~ademarks) {n {he Unhed S~ales and e~ewhere. (h) The Employee agrees, upon the termJnat’~n of his employment, that s~.~.e will immediat~!y ~frah~ ~m and d~sco~finue m~Jng ~ny r~pr~n~g~on to ~y o~er p~on or en~W Lh~ ~e ~s an empl~’~ of ~ C~mpany+ In addition, th~ Employee a~ees to ~mmed~ely delete any statements or re~re~nta~or~ tb~ ~h~ is an empl~yee of’th~ Comply ~om ~ny s~c~a~ media s~te, fi~lud~ng but ~t lL~i~ to any web log or bio~ journal or di~, ~n~-we~te, socia~ netwo&ing or affini~ w~bs~t~, web bulletin board or a cba¢ r~m, ~de~ or w~k~ ~st~n~ pe~¢nal n~v~eaer ~r ~ner ~temet ~st~ EmpI~-ee ack~wicdg~ that making such ~presentat~or~ or failing to co~t ~u~b ~nfo~ion on ~}’ socia~ media she co~sthut~ a fa]s~ m~te~a] statemen~ offset that }s deh-~ment~ tc ,&~ Company’s Ie~fima~e ~si~ inta~. (i) The Employee acknowledges that the se,’wices to Be rendered by him/her Io she Company are of a s~at and unique ~havecter~ which ~ves ~h~s A~eement a pecuHw value to the Company, ~he lo~s of which m~ ~ol ~ re~onab]y or ~qua:e~y com~nsated for by dame,s ~n an ~J~ at law, ~d ~ a b~acb ~ th~alen~d b~ac~ ~" h~m~ of ~y of I~ p~v~o~ com~ ~n ~his Se~i~.. 5 ~ ca~ the Com~y i~p~abi~ injuQ’. T~ Employee lh~rgforc ag~s that the C~pmny ~al] ~ ~fifl~, in ~di~{on t¢ any other fi~ht or remedy~ to a ~p~ ~eIimgnaE¢ and p~man~n~ ~unct~on, wkho~ I~ ne~siW of proving ~e in~equacy ofmone~aEv d~ag~ or ~¢ ~s~ing of any ~d or s~uri~’, e~oining or re~ning the Emptoy~ frcm any such viola:~on ~ ~n~ed ~ffolat~ons. The Employee further acknowledges and agrees that due .:o lhe uniqueness of his/her sev.~ces and confidential nalure of/h~ ~nfo~ion ~e ,~iIl p~s, ~he covena~ ~t forth b~re~n ~re re~nable &~d ~=s~’ for ~e ~ot~fio~ offne bu~n~ ~d go~will of¢~ Com~y. ~) 1~" a ¢c~n of ~mpetent j~sd!~tion det~ine.~ ~ ~ny t~, coven~L or pro~¢s~on of this ~ct~ 5 ~s }rivaled cr un~n~o~ab]~ for a~y rein (~nclud~ng wit~ut ]~m~tat~on un~nfo~bil~ du~ to cverb~ad~, vagueness, or un~ablen~s of d’~on, ~ shah be deemed d~s~ble, w~h t~ne ~nva[~d 1~s, covenants, ~ prov~ons s:~atl b~ deemed ~tomatic~Iy refo~d ~d amended ~o ~ude on~ such terms, c~ena~ ~nd pro~s~s (inci~d~n& te~ cov~n/s, and ~ov~ns relating to the dumtion, scope of activ~t)’, ~nd ~ph~c az~ to which th~s Agre~enl appl~es) ~ /l~e ~ d~e~in~ ~e val~d and enforce]c, and ~Se pr~v~si~s of~s A~eeme~t ~ so ~mended Shall b= x,~}d a~d b~nd~ng upon Emp!oy~ and ~ne Comply ~ thou~ t~e ~fcrzeable ~Jo~ or provision had n~v~r been includ~ in ~s A~emen~ No~l~Ys9a’ragem~nt. T,ne Employee a~s ~at s.~e wilt ~ m~e false, defamato~, or s:atem~ts ~ r~re~tat~ov~ abo~ the Company to any oth~ ~mon or ~nfW, ~nz~uding cus~omws or ~uppli~ orate Compare zr m)’ of flair rep~sent~ves, whether s,z~h ~atem~ are in ~on, in wfi~n~ or on any soci~ med~a s~t~, ~ud~ng but not l~mit~d :o ~y web or di~W, ~rsonal w~bs~te, soci~ nawork~ng or ~niW webske, web bulla~n boa~ or a chat wik~ ~sfin~ ~rso~ ~ews]e~r or ot~er ln~met p~ng. Em~!9"~menl A~m~ - Pag~ 6 CONFIDENTIAL APF00000157 7. ]ndemniScatlon. S~bjec~ to and as permitted by the reEdlations promuIgated by a~dior pursuant to Hb~D: ]:HA, RF,SPA and ~s allowed 5y any feder~, state or Ioc~ law or ordirm~ce, Emp!oyee sh~JI ir.demnify, defend and hotd harmte~ ~e Compm~y from and a~Xainst an)" and all losses, claims and liabilities re.suiting E:npIoyee’s materJa~ broach of ~hls Agreement (inc]~ding~ without limitation., a misrepresen’,mion ueder Sect.ion 3(b)) or any ]~abili-:ies of the Employee which arose prior to the date of this Agreement. - 8. Notice. A !! aotic~ and other communications under th~s Agreement be deemed Wen when de~ive~d personify or one b~in~ day foliowing m~ng by o~n~t d~livc~ se~ce or u~n receipt or re~a] if m~l~d by ce~fi~ m~I, mtum r~eip~ r~ze~ed, to the pa~ at h~ foI~owing addre~es (or ~o such other addr~s ~ s pz~y may have specified by notice given Io the o~ner pa~y pu~u~: to th~s If to Company: Ame~pro Funding, Artn: Lcra Gray $300 N. MoPac Expm,.ssway, Suite ~ 20 Austin, Texas 78759 If to the Employee: Michael H. Nasserfar 4.~ 09 Hookbilled Austin, TX 78"738-557. Entire A~TeemenL This Agrem’nent conta2ns at! the und~ndings b~een the ym~i~ hereto ~aining to ~ ma~ mfe~ed to h~n, and supersed~ may o~w undz~n~ ~d ageem~n~, whether ev~ or in writing, previously ente~ imo ~ ~h~ wilb r~s~ ~h~o. The Empl~ee ~ents that, in executing ~h~s A~enl, ~e do~ not rely and h~ not ~lied upon any recognition or statem~ nol set fo~h herein made by the C~mpaoy wit~ reg~ to ~e subj~ ma~er or effe~ of this A~ent or m~i~. However, ~is A~eement d~ not s~ ~e Comp~y’s rights ~mdm ~ny o~er agr~mem ~tw~ ~he ~ployee ~d the Company ~at (i) pmt~s lhe Comp~y’s pmpriet~ info~a~en or intet]ectug pro~’, er (iO proh~b~ ~ployee fr~ competing with the Company or soliciting the Comp~’s ~ployees, customers, payo~ er suppl~e~; rather ~1 ~cb d~a~ of ~e Company ur~ any such ~em~ts sh~] ~ in addition to ~ fi~hts granted ~n ~s A~ement. t0. Wab.,e~ and Amendm~. Th~s Agreement may be ~mended, m~ified, ~newed or extendS, ~d ~b~ te~s ~nd ~d~ ~emof may ~ wai~d, ~he pa~i~ or, in the e~e of a w~v~-, by :he p~’ waiving compff~ee. exem~sing ~y ~!, ~wer er privilege h~euader shal~ o~zrate ~ a waiver I~ ~r sh~! ~y waiver en the ~ of m~y pa~ of any 6~ ~wer or privilege here~dw, nor z~ sin~e or p~J~ ~xercise of any ri~t, power or ~rivi~e~ hweu~ preclude ~y o~er or fu~er excrete thew~f or the exweise of ~y olher 6~ht, ~wer or ~l. Governing Law. This Agreement shall be governed by, enforced under and cor~-tru~.d ~D aecord~ce w~:h ~e !aws ef~e S~e of Text, without Wing effe~ to a~y dnoice or conflict oflaw provision or ru~e thereo£ Tn~s Ageement sh~] ~ cons~’ued ~ ifbmh P~ had ~ua] s~ ~n ~t~ dm~in~ ~nd thu~ shall net be cov~d ~v~t ~e I2. Submission to J.~ri~iet~on: Consem to Service of Process. Each of the p,%~ies hereto hweby irrevoca:;~y and unconditionaJ!y co~sent~ to submi~ to Lhe excb~ive jud~dic~on of~he courts of Lhe S’..~-:e of Texas Emp!oyment’. A~ment - Pa~e 7 CONFIDENTIAL APF00000’158 and of ~e United States, in e~ch case 10cared in Travis County, Tex,~ : for any lidsa~ion a.-ising out of or relatir.g to this Ag~-e~em a,~t ~be transact~or.s contemplated hereby (and a~ees :mr to commence any iitigalie.n rela’dng ~hereto except in such courts). Eac~ of the panics hereto hereby irrevocably ar~ uncondir.ionally waiw.~s any objeatien io the laying of venue of any l~figation arising out of Lhis Agreement or the ~ran~ctions contemplated hereby in the courts of the S.’.ate of Tex~ or of ~e United S~.ates; in each case located in Travis Cou~, Texas, and hereby fia~her irrevocab~ and unconditionally waives a,’,Id agnes ~ot to plead or claim ~n any such court that any such lifiga~on broug~ht in any such court has beer, brought in an it, convenient forum. .~3. Assi_~nmenL This Agreement, ~nd the parties’ respective fights ~nd obligalions under ~is Agreemem, may not ~ ass~d by any p~ wRhou~ the prior wfi~en ~ent oflhe o~her pa~, except ~t the Company may ~i~ this A~m~t to ~ny ofhs s~idiar~ or affil~ates or to ~ny succes~r by merger or of all or substantially all of the Company’s ~e~, w~out the ~ployee’s ~nsent provided {hat the d~s not diminJs~ m~y of Lhe ~mpioyc~’s ~5~ d~n~s or obI~atlop~ 14, _W_Withholding. AI! paymen~ to the Employee under this Agreemen-= shall be reduced by all appIicab!e ,Mthhotding required by federal, state or local iaw. ] 5. Facsimile Execution and Delivery. A facsimiI% eIactmnlc maiYPDF or other reproduction ~reement may be executed by one er more p~i~ he,to, ard an executed copy o£ this A~eem~nt m~v delivered by one or more p~i~s h~to by facsimile, electronic ma~I/PDF or simi}ar elec~onic transmission de,~ce p~uant to which ~he s i~nat~e of or on b~a!f of s~cb p~y ~n be seen, and such ex~u!ion ~d delivery shall ~ cons~de~d va]id, bi~ng ~d effective £~r ~I pu~es. At the ~qu~t of any p~y hereto, M] hereto a~e to execum an original of th~s A~ment as weIJ ~ any/~cs~mi]% electronic maiI/PDF or other mp~uct~on ] 6. C0unte~art~. This Agreement may b~ executed ~n two or more counterparts, each of which shall be deemed an origin!! and ~II of which together shal! conslit~’le one and th.~ sam~ .;nstrum~t. 17. Sw.’erabili~. if any provision of this Agreement is held by final judgment of a court of competent jurisdiction to ~ ira;slid, ilIega) or Lmenforceab]~, bhe invalid, il.~egal or unenforceable D-ovision shall be severed from the remainder of Lhis A~eement, and the remainder o~ this Agreement shall be enforced° In addition, invalid.. !!legal or unenforceable provision shal! be deemed to be automatica!ly modified, and, as so modified, to be included in this A_zreeme-nt, such modification being made to the rni~imem e~em necessary to render provision valid, legal and cnforc~ble. No,’withstanding the forego]n& howeveL if the severed or modified provision concerns all or a port.ion of the essential consider’~ion ~o be delivered under this Agreement by one pa~ to ~b,e other, the ~maining provisions of this Agreement sha!l alsc be modified ~o ~ extent necessaE¢ to az.%g equitably th~ par’des’ respective fights and obligations hereunder. 18. interoretation. The words "hereof, .... }~ereto," "herein" and :’hereunder:’ and words of similar import v/hen used in this A~’-eeme~t s~ha~l refer to this Agreemenl as a w~ole a~d ,not to a~y pa~icul~ p~vision of this Ag~en~ ~d S~tion ~nd A~icle references a~ to t~is Aft-camera ~less otke~ise s~ci5ed, Whoever the words ~’i~!ude," ’qnclud~’: or ’qnctuding" ~e used in ~his A~eement, ~ shall ~ deemed to ~ followed by Ibe words "wkhcut limilafon." The descdpfive headings herein are inserted for conveni~ of ~fer~n~ onJy and sha]l i~ nc way be co~a~ed to Uefin~, limiL deaefbe, explain, m~i% ~mp~i~ or add to ~e cow~cfio~ er meaning of any ~ovision of, or scope or intern ef~ ~is A~ement nor in any way a~ecI A~me~. In fn~ Aweem~l all ~ferenc~ t~ "$" ~e ~o UvJted Smt~ dollars. All terms defined ~:a this Agreement shai] have ~ne defined m~in~ when used in any d~ent made ~r delNered p~umt h~eto unle~ orhe~ise d~r~ ~hereia. ~e definitions ~tained in this A~eement ~ ~p!icable to the singul~- ~ well 5~e pl~l fo~s of such te~s. _Personal pron~ shal! be ce.atmed ~ tho~n of ~he geeder and humor re~i~d by ~ context, and t:na singut~ sb~I! include the piu~ ~nd the pl~al t~ singular ~ may be requir~ by fne context. ~ne p~es he.to ~ that ~o pa~y ~naI] be deemed to ~ the dm~er of this A~eemem and EmNo~e~t A~eemen~. - Page ~anuary 1,20!4 CONFIDENTIAL APF00000159 :he event this Agreeme~)l is e’~’er construed ~, a cou~ of law ~- equity, such co~;rt shaJ! nol co.nstrue this Agreement or ar,y prov~sion hereof against either part3" as the drafi~ of the Agreement. I9. EffecHve Dale. After this Agreement is signed by both Parties, this Agreemen.’. shall become effective uFon Employee and Company establishing a reiatlepship and sponsorship o~ the NMLS Affi!ia).ion"). !f the NMLS Affiliation occu~ pr’.’or to the exec~’tion of ~his Agreeme,.~, the effective gate hereunder sha.~! be the da~e bo~h Paaies have ex~uled this A~eemen(. tN WITNESS ~.~",~,EREOF., the ~a~’~ies herelo have execu.~ed ~h[s Agmemem te be effective as of the Effective COMPANY: EMPLOYEE: Mgchae) H. Nass .c~,ar" Em !o~,me,,~t A~,"eement- P~ge 9 January I, 20I,~ CONFIDENTIAL APF00000160 ,EXHIB!~ A Commission & Bonus Schedule Producing Branch Manager., Texas In addition to the base compensatkm descfib~ in the Employment Agreement you are emitled to receive the following: Commission Calculation - AllocAble Revenues for the ~nC, ire Lakewzy Brae.oh (] 52 ! 80) (BPS rob;me fr~ commission sfned~le ~]ow) (B~ x volum~ f~m comm~s~on ~h~dul~ below) Commission ~t Bal~c~ l~s Uncol]~ct~ Fees less Approved B~ness Ex~ns~ (i~ acco~ance w~ ~ Company’s accounmNe expeme re~mbumement plan) equals Gross Eam~ Commission. Effective for all loans funded on or after: ~ January 1~ 2014 The above mentioned commission schedule: -does not apply to an>, }oan that contains borrower va~d compensation -appii~s onIy ~o flint lien, closed end forxa~-d transactions unless otherMse approved ~/ the Company in wr.;ting Commission 2av Schedule: Semi-monchly: Commissions am paid on a semi-montNy basis. AH !o~s wig~ a P~rot] Eligibie Date from the !~ ti~ou~h ~he ~ 5~ of t~e month wit! ~ paid o~ the ~t ~ay of ~e mon:~ All ~o~s w~th ~Paym~] EH~b]e Date ~m ~e 16~ to ~qe e~d of~e mo~b ~ pa~d on ~he ]5~ of the fo!~ow~ng month. ~’yro!i Eiiglbf!Yt7. Datg: -Loems where AmeriPro Funding, ]no. ~ ~ne c~dito~ funding date =Loans whe~ AmedPro Funding, Inc. is ~e broker: ~e day following comp]e6on of loan ~heck by Qua~ivy Con~roi ~d Compliance Employment A~eement- Er&ibit January I: 2014 CONFIDENTIAL APF00000161 Guidelines a) ShouM the L~keway Branch (]52180) b~ eligibl~ to rece.iv~ a Secondav/Marketing ] ncenfive i. 7~A ~o Michae! H. N~se~r ii. 3~N ~o Michael E. T~k EmpIoyee is allowed ’,o broker Ioans ~l=ough Company approved channels (provided he/she res,~des in a Non-?mduc~ng or Reta{I designated branch). X Y~ No "Michael H. Nasseffar Emp!oyment Agreem=nt- Janua~ l, 2014 CONFIDENTIAL APF00000162 1 13 APPLICANT'S EXHIBIT NO. 13 25 AMERIPRO FUNDING, INC. LOAN OFFICER AGREEMENT This Loan Officer Agreement (=Agreement") is made and entered into by and between AmeriPro Funding, Inc., its subsidiaries, affiliates, successors andtor assigns (together "Company") and ~,~.~,~,."~=l~(~"Employee") (collectively referred to as the "Parties"). 1. AGREEMENT OF AT-WILL EMPLOYMENT EXCEPT FOR THE PROVISIONS RELATING TO THE PROTECTION OF COMPANY’S PROPRIETARY INFORMATION, CONFIDENTIALITY AGREEMENT AND NON- SOLICITATIONAGREEMENTS WHI.CH CONTINUE BEYOND THE TERMINATION OF EMPLOYMENT, EITHER PARTY MAY TERMINATE THIS CONTRACT AT ANY TIME WITH OR WITHOUT NOTICE FOR ANY OR NO REASON. THERE IS NO GUARANTEE OF CONTINUED EMPLOYMENT AND THE COMPANY DOES NOT HAVE TERM EMPLOYMENT CONTRACTS, ORAL OR WRITTEN, EXPRESS OR IMPLIED. 2. SCOPE OF AUTHORITY Employee acknowledges that hetshe has no right or authority, express or implied, to bind or create any Obligation on the part of Company, without the express written consent of an officer of the Company. DUTIES a) Employee shall be employed as a Loan Officer for Company. Employee’s primary duties shall be to utilize his/her knowledge., training and experience to solicit, originate, sell and facilitate the processing and closing of loan products and financing of residential real estate transactions on behalf of the Company’s customers. b) Employee acknowledges, he/she does not and will not work more than 40 hours per week, unless additional hours are approved in advance and in writing by his/her Supervisor. These hours do not include lunch breaks or other daily breaks. Any overtime requests will be evaluated based upon the Loan Officer’s productivity as only those Loan Officers with sufficient productivity justifying a departure from 40 maximum hours wilt be considered for approval. Loan Officer’s past requests for overtime and evaluation of performance during such periods will, as applicable, be considered in determining w.hether overtime requests wil~ be approved. Employee must at the end of each week submit a time sheet via the Company’s payroll and timekeeping system, ExponentHR; that accurately reflects all hours worked. Failure to do so. may result in a delay in payroll. Employee may not, for any reason, falsify a time sheet or submit an inaccurate time sheet as this document is used for payroll purposes c) Employee understands that it will be his/her responsibility to develop referral sources and originate loans by customarily and regularly engaging with the public outside and away from Company’s offices, or Employee’s home office. In order to succeed,. Employee must spend the vast majority of his/her work hours away from Company’s offices or Employee’s home office to develop and maintain the necessary contacts in order to ultimately originate loans. d) Employee agrees to devote Employee’s time, attention and energy to the position set forth above subject to the Company’s direction and control. During Employee’s CONFIDENTIAL 0303 employment with Company, Employee shall not enter into or continue any emp]oyment or render any set, ice for compensation or remuneration to any person or entity, except Company, involved in the business of any real estate services related industry including but not limited to, banking, mortgage banking, or mortgage brokerage. e) Employee will cooperate with periodic on-site audits and examinations to verify his/her compliance with Company’s guidelines and operating requirements, and applicable federal, state, and local mortgage lending laws and regulations. As applicable, Employee acknowledges that the duties set forth herein do not reflect any change in the manner of work in which Employee has been engaged for Company, and merely restates the duties, manner, and method of work that has previously existed between the parties since the inception of their employment relationship. 4. COMPANY RULES Employee wilt remain familiar with and adhere to a}l Company policies, standards and requirements published or otherwise disseminated by the Company as well as all applicable federa], state, and local ~aws and regulations, including the Tenura Holdings, Inc. and Operating Subsidiaries Employee Handbook. Employee may not at any point in time personafly accept any compensation, fees, or monies directly from a consumer. Any monies collected directly from a consumer must be made payable to the Company. Employee is responsible for abiding by alf lending laws and may not mislead, alter, falsify or fraudulently change any documentation or commit fraud in any manner with relation to any loan file at any stage o~ the loan process. Employee may not steer customers, to toans in order to increase er maximize personal compensation. Employee may not encourage any customer to enter into a loan unless Loan Officer has a good faith belief that the customer has the ability to repay the loan. Employee may not assist a customer in closing a loan if Employee has sufficient reason to beiieve the customer has provided materially false information in connection with the mortgage application. Employee shall immediately report any conduct of which s/he becomes aware, in violation of the above, to the President of the Company. 5. COMPENSATION TO EMPLOYEE Company shall pay Employee compensation for services performed under this Agreement, as follows: a) Base Pay. Company shall pay Employee an hourly wage equivalent to minimum wage which as of this date is $7.25, and overtime pay, if applicable, which shalt together be a draw against any commission earned, as s~t forth below. b) Subject. to the terms and conditions set forth herein., Employee will receive a commission based on the schedule attached hereto as Exhibit A. Commissions are calculated by deducting the Base Pay paid during the current pay period, from the aggregate commission calculated above, tn the event that Employee’s Base Pay for the applicable period exceeds the commission, any negative balance will be carried over and reduced in the calcu.~ation of future commissions, provided that Employeeis not and may not be he!d respon:sible for CONFIDENTIAL APF00000304 negative balances except to the extent that his/her commissions can be reduced. Under no circumstance, and at no time during or after employment, will Employee be required or expected to re-pay Company beyond and/or except as per the deductions from commission described herein. d) The Company has an expectation that Employee will fund a minimum of two first lien loans per month or six first lien ioans per rolling three month period. If this performance metric is not achieved the Company reserves the right to make appropriate adjustments to the commission schedule or terminate Employee’s employment. Company may adjust Employee’s commission and hourly wage at any time in Company’s sole discretion. e) It is understood that Employee is not entitled te commission simply for procuring a loan. No commission is earned, accrued, or payab!e to Employee unless and until the loan has closed and funded under the Employee’s supervision. As defined herein, a loan is not closed unless and until the loan has gone through closing, all monies have funded, any rescission period has expired, and all proper documentation has been filed in connection with the loan, and in accordance with applicable federal, state, and local mortgage lending laws and regulations. g) in the event that Employee fails to obtain reimbursement for the Company on expenses on loans that do not close, .or the commissions are recaptured per the Company’s Secondary Marketing Policy Manual, the Employee hereby agrees to allow the Company to withhold said charges from the Employee’s next paycheck. h) Employee agrees that in the event he/she believes there is any error in connection with the calculation of his/her commission, hetshe will raise any such disagreement in writing with the Company, within 60 days of payment of the commission. Failure to do so acknowledges agreement with the amount of the commissions paid. Employee agrees that upon the execution of this Agreement, there are no disputes pertaining to compensation with Company and that Employee has received al~ pay and compensation due to him/her as of the date of the execution of this Agreement. 7, LICENSURE Employer requires that Employee holds a mortgage loan originator license as required .by the SAFE Act and the applicable state in which hetshe desires to do business. Employee may only originate loans in the state where s/he is licensed and Employee and/or his!her branch are physicatly located, unless otherwise approved by management in writing. Please contact the Company for a list of approved states. Employee is required to be licensed and agrees to complete all .necessary steps within the National Mortgage Licensing System ("NMLS") to associate with the Comt~any. a) Maintenance of Current Licensure - It is EmployeetS responsib!lity to renew anid keep all required registration, licensing and training obligations continuously current, tt is Employee’s responsibility to provide documentation of ticense renewal at the time of renewal and as required and requested by the Company. Employee must be current with licensure to origin,ate loans. CONFIDENTIAL APF00000305 b) Failure to Maintain Licensure - Should Employee fail to renew histher license or ~f Company is unable to verify that Employee holds a current license, then Employee wifl not be allowed to originate loans and may be placed on unpaid suspension andlor be subject to immediate termination. Employee will have a maximum of thirty days to produce verification of current licensure. If, after thirty days, Employee has not produced verification of cun’ent licensure and Company is unable to obtain NMLS verification, he/she will be terminated for failure to meet minimum requirements of the position. Employee is not entitled to commission on any loan originated at any time when Employee was not properly licensed. Employee verifies that he/she does not hofd a current and active Real Estate License. 8. NO EXISTING RESTRICTIVE COVENANTS Employee verifies that no non-compete, non-solicitation or confidentiality agreements with any other company, person or entity are binding upon him/her as of the date this Agreement. 9. INDEMNIFICATION To the extent pe,,’mitted by applicable law or regulation, Employee hereby agrees to indemnify, hold harmless and defend Company, for any and all attorneys’ fees, costs of settlement, judgments, or damages incurred by the Company as a result of any violation by Employee of any term or obligation under this Agreement. 10. RETURN OF RECORDS AND PAPERS Employee agrees upon the cessation of his/her employment with Company for any reason whatsoever, to return to the President of Company, all Company equipment, including but not limited to computers or cell phones, and al! records, copies of records, computer records, and papers and copies thereof, pertaining to any and atl transactions handled by Employee while associated wff.h Company. 1t. DEATHIDISABILITY BENEFIT In the event Employee dies and/or becomes disabled such that Employee cannot physically perform any gainful employment for a period of at least 180 days, Employee (and/or the Estate, as applicable) shall be entitled to payout of all loans in his/her pipeline upon the close of such toans, as if Employee supervised such loans to completion. Employee acknowledges that this benefit is in exchange for the execution of this Agreement and acceptance of the restrictive covenants set forth herein. 12. PIPELINES Employee further acknowledges that al!. leads and loans in process are Company’s property. Employee agrees to provide upon termination a written account of any and all open leads., business prospects, and/or loans in process as of the date of histher termination, and agrees not to take any action to divert such loans to a competitor or away from Company. Provided the Employee terminates in good standing and is available to help with and participate in the closing process when requested, he/she will be etigible for compensation on pending loans that close within 30 days. of termination. CONFIDENTIAL APF00000306 The Parties agree that in the event of any dispute arising between them that arises out of the employment relationship andtor this Agreement, prior to initiating any charge, lawsuit, proceeding, or complaint with any administrative agency or court, the Party intending to initiate such a claim or proceeding, will at least ten (t0) days prior to doing so, provide the other Party with a specific demand for monetary relief, as well as a calculation explaining the basis for said monetary demand, as well as a short and plain statement of the grounds upon which such demand is sought. Notwithstanding the foregoing, this provision does not prohibit a Party from immediately seeking injunctive relief limited to preventing irreparable harm. 14, SEVERABtLITY The Parties agree that to the extent that any provision or portion of this Agreement shall be held, found, or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision or portion .thereof shall be deemed to be modified or redacted to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law, and that it will not affect any other portion, or provision of this Agreement, and the Parties hereto do further agree that any court of competent jurisdiction shall, and the Parties hereto do hereby expressly authorize, request and empower any court of competent jurisdiction to enforce this Agreement, and any such provision or portion thereof to the fullest extent permitted by applicable law. 15. LEGAL FEES Employee further agrees that Company shalt be entitled to recover from Employee all legal fees and expenses Company incurred in investigating and enforcing the covenants contained herein, including fees and expenses incurred prior to filing suit. "t6. UNDERSTANDING OF PARTIES This Agreement, in addition to the Proprietary Information, Confidentiality Agreement and Non-Disclosure Agreement, represents the entire agreement between the Parties and supersedes any and all prior agreements or understandings, ora~ or written between Employee and AmeriPro Funding. It is further agreed that this Agreement shall remain in full force and effect until superseded in writing, signed by all Parties. tn the event of a company name change, this Agreement will continue to be fully enforceable. 17. VOLUNTARY AGREEMENT Employee acknowledges that he/she has been given sufficient time and opportunity to review, consider, and obtain advice in connection with the execution of this Agreement, and that Employee has not been forced to sign this Agreement under duress. 18. CONSTRUCTION This .~-greement shall be governed and interpreted according to the la~s of the State of Texas. 19. FORUM The Parties agree that should any dispute arise out of the interpretation or operation of this Agreement, such matters shal! be litigated in the United States Distdct Court in Texas, or in the event subject-matter jurisdiction is lacking, in a Texas State Court of competent CONFIDENTIAL APF00000307 jurisdiction, Accordingly, by execution of this Agreement, the parties are consenting to personal jurisdiction in Texas limited to the operation or interpretation of this Agreement. 20, NON-WAIVER A waiver or inaction by either Party of a breach of any provision of this Agreement shall not operate nor be construed as a waiver by either Party of any subsequent breach of the Agreement. 21. FULL AND COMPLETE AGRi=EMENT This Agreement sets forth the entire understanding and agreement of the Parties hereto and fully supersedes any and all prior or contemporaneous agreements or understandings between the Parties with respect to the subject matter hereof. No prior negotiations or drafts of this Agreement shall be used by either Party to construe the terms or to challenge the validity hereof. This Agreement may not be modified except in writing between al! Parties hereto. No oral promises, assurances, agreements, or understandings either prior or subsequent to the execution of this Agreement are binding or may be relied upon except and unless incorporated herein or incorporated by written modification as permitted herein. Voluntarily agreed to and executed this day of Pt’4y ~i~ ,2011: Print Name Accepted: AmeriPro Funding, Inc, By: CONFIDENTIAL APF00000308 EXHIBIT A Employee shail be provided with the following compensation arrangement until modification by Company in its sore discretion. Commission Schedule- Effective for all Loan applications on or after April 6, 2011 ...... O_ :L . . 72 $ 540 $ ~1,800 2 6 :~08 $ 810 $ 2,70O 7 ~12 :126 $ 945 S 3,1~ .. Commission Pay Schedule ~-L~o~"~,#t (~f’]~%"/ semi;m0nt~iy: Commissions a~e paid on a semi-monthly basis. All loans that fund fro~ the first through the 15th of the month will be paid on the last day of the month. All loans that fund from the 16m to the end of the month are paid on the 15m of the following month. {;.,., ~ #-,.,. ~ ~ Signature Branch Mafi~ger Signature Employee Name Branch Manager Name Date: ~’; / ~g/’~:73 ( ~ Date: ~"/’t!,/ .... Accepted: AmefiPro Funding, Inc.. By:. ’:,.~,.;b* ~’:~" Date: ,.u7 / £.i/i CONFIDENTIAL APF00000309 Page 1 of 2 MichaelTask From: Will Jackson Sent: Friday, May 06, 2011 5:25 PM To: Will Jackson Cc: Chad Overhauser Subject: Company Memo-Loan Offer Compensation Attachments: imageO02.emz To; All Corporate Loan Officers From; Will Jackson !:late; 5/6/2011 Re’. Loan Officer Compensation We have received a fair amount of feedback regarding loan officer compensation. With [his feedback in mind,"~ making adjustments to help meet your needs, Effective May 1s!, 2011, the low tier is being eliminated (0 - t loan, 72 basis points, 40%) It wilt be rolled into th second tier. The new tiers are as follow: Effective May 16th, 2011, there wil! be two compensation plan options:with ~ega~’d to [avenue caps. Option I: The current caps and floors. ~]ote: We are seeking feedback on what the cap should be on this option. We understand there some who would I~e to keep a ca.p so as to remain competitive or~ larger loans, but believe the should be higher than the current $~,500. A good way to think about this is to ask how large of ~ can be sold at 180 basis pointS and set the cap at that point Please send this feedback to me di in an ema:ii. .T.hgt..n.o :~.a#:l?|..a...n.,:..w.:i|imake:.:raNs:~tess:6.o.mp#:titive as ~he to;a~.;~dn~ii~C~eaSest. Fisr.e×amplei: c~d801 5711t2011 CONFIDENTIAL APF00000310 Page 2 of 2 Thank you for your feedback, we appreciate it. If you elect option 2, please respond by Wednesday 5111/201 Sincerely, Wilt Jackson, Corporate Branch Manager Ameripro Funding Inc 5/t 1/2011 CONFIDENTIAL APF00000311 Loan O~cer Compensation Plan Austin NET FUNDIN._~G . $0. $20,000 $20,001 ÷ Loan Otllcar~ rare e×pected .~o generate average wa{ghted revenue of 1.80 percent (3n monf~h/y cOnforming pFc)duction. FEES: $475 Processir~g fee per loan (Brokered and Bank~ed $i,5o Un~erwriti.’ng/Administration Fee per loan {B~nked only loan~ Brokered Loan Fife- There is a .2~% charge for any brokered incurred prior to the commies!on split. ~re,es ~ubject to ci~ange .Tho Broker Ch.ar~m is oO!_v tn~u~ On,l,Oan~.that ~re able h~s_e lendin~ channel. :~e Bm~pr,C~ ~ha~ t~ NOT incu~d ~n I~s ,that qa~t bankin_q division. AmeriPro Funding wilt pay,,for voice mail and ~ande~d business car~s }’or each. loan offK~er_ Lo~n OfScers w;ll provide t:heir out of office computers+ marketing and ~tl phohes. Employee benefits wi!I be: provided to al~ fulLtime, commissioned em~|oyeCs a.~ outlined in the Employee HandbOok. CoVerage begins on the fir~ ~y of ~e fi~t mon~ ~l~ng 60 d~s of ~ntinuous emp{oyment L~n O~s auth~z~ ~1~ ~mp]oyec ~rti~ d~uc~u~s ~ ~ir eam~ when enrolling in ~he p~ram~. T~. t.omn Officer is expected to pmrti++p++te hi Company meetings and run.ons+ loan fundings from the f!.rst of the month to the i 5~ will be pak;l on the. last 6ay of the month, loan fundings from the ~8m to t~e end of the month am paid on the 15m of ~e {ollo~a9 month. The LOan Of~-.er wilt pay ~.1! outstanding dabts owed to AmeriPro Funding. As tong as the Loan Officer leavm3 in good s~h.ding ~nd is aval~ble to help with the closings ani:f participate in the process whe~ r~eClL~+-’~ted th~n compen~ttcn will be paid r~r all pending closing~ l.hat close w~thln 30 days of release, APF00000312 CONFIDENTIAL rec~jr.~Jon of th~ privileged nature of" the ~nfotmation that employee a~e 10, employ~ agr~s, as pa~ ~f hisser fiduc~r~ duties eonfide~tfat, a~d other info~ation., ~l ~es for ~he behest of AmedPro Funding its~ business, i~ and i~ reputat~n. Go~mmis.~|on.Addendum: receive a 70% cPmmi~i.un mt~ on ~ll ~o~n funding.~ for:t~, first 9O.day~.o~ emp~ym~nt hereby acknowledge., adeeptance of ~e above terms and c~nditions. Print Name APF00000313 CONFIDENTIAL EXHIBIT B Loan Officer Disclosures 1 hereby certify the following: l am not a licensed real estate agent and do not hold a real estat.esales license N I have a current and valid originator license with the NMLS~Y N Loan Officer Signature Loan Officer Name CONFIDENTIAL APF00000314 1 13 APPLICANT'S EXHIBIT NO. 14 25 PROPRIETARY INFORMATION AGREEMENT The ,ff)llewfng cor~rms and memorializes the agreernen~ {’~reement’) that Tenure Holdings, Inc. and/or any of its operating subsidiaries - AmerPm Funding, AmeriFirst Insurance Agency, LLC, Private Label ~ealty, 1% Realty, Reliant Tltie and Global Home USA (the COMPANY) and I, ~1~’~.’-- "Tm,.~ (’Employee ,~, have concerning my employment with the Company in any capacity, and that is a matedal part of the consideration fix my employment by the Company. i have ~t entered hto, and I agree : ~li nc! enter into, any agreem.enl either written or eral in conflict wilh this Agreement of my employment wffh the Company. I will not violate any agreement v#J~ or rights of any third party or, except as ex~essly authorized by the Company in writing hereafter, use or discbse my own or any third party’s confidential informalJon or intelJectual pmpe~ when acting within the scope of my employment or otherwise on behalf o." the Company. Further, I have not retained anything containing any corrrider~ial information of a prior emp~oye~ or other third pa:ty, whether or ~t created by me. I agree t~t all business, technical and financial information (including, withoul limi(ation, ~e identity of and inform~ion relalLng Io customers or employs) t develop, learn or obtain during the term on my e,’q:~oyment that relate to the Com;)any or the business or demonstrably antL--ipated business of the Compeny or that are received by or for the Company in confidence, constitute "Proprietary’ Inform.a~on." I wi!l hold !n confidence and not disclose or, be ob;igat.ed under this paragraph wffb, respect to .ir, forrr=ion I can document is or becomes readily publicly available wi~ o~1 restriction through no fault of mine. Upon terrnlr~Jon of my, empioyment, I wilJ promptly return to the Company all ~erns containing cr ~,~m..bo::t~ng ,~etary Information (Including all copies), eXCel~ that I may keep my personal copies of (1~ my compensation records, and (11} this AgreemenL I agree that this Agreement is not an employment conlract for any par’~ular term and that I have the r’oht to resign and the Company has fJ~e dght to terminate my ernployment at will, at any time, for any or no reason, w~ah or without cause, in addition, this Agreement does not purpo~ to set forth ~I of the terms and condilJons of my employment, and. as an employee o,.’ the Company, I have obligations to Company which are not se{ forth in ~s Agreement However, the terms of this Agreement ~oveJ’n over any inconsistent terms and can only be changed by a subsequent v,~itten agree.’nent signed by the President of the Company. I agree that my obligatiop~ under parag~ph 2 of, this Agreement shall continue in effect ~er terminatbn of my employment, regardless of the reason or mascns for termin;~ion, a,~l whether such termination is voluntary or involuntary, on rny part, and that the Company is ent.~tled to communicate my obligations under this Agreemanl to any future employer or potential empbyer o: mine. My obligations under paragraph 2 also shall be binding upon my heirs, executors, assigns, and administrators and shall inure to the benefit of the Company, ils subsidiaries, successors and assigns. Arty dispute in the meaning, effec~ or validity of the Agreement shall be reso]vecl in accordance ~th the laws of the State of Texas without regard to the co~ of laws ,:xovisions tfiereo:’. I fur~mr agree that if o~ ~r ,more provisions of this Agreement are held to be illegal or unenforceable under applicable Texas law, such lllegel or unen~rceabIe portbn(s,) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in fu;I force and ~ec~ and enforceable in accordance with, its terms. I also understand that any breach of ~is Agreement will cause i~parable harm to the Company for which damages would not be an adequate remedy, and thereof the Company wil! be entitlec to inju"~vs relief ~ respeol thereto in ad(f~tion to any other remedies a~d ~’Athout any requirement to pest bond. I HAVE READ THIS AGREEMENT CAREFULL AND 1 UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPCSES UPON ME W!THOUT RESERVATION. NO PROMISES OR REPRESEIVTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND Confidential Page 4 Revfsod Au9. 20"10 EXHIBIT CONFIDENTIAL APFO0000292 FREELY, IN’DUPLiCATE, WITH THE UNDERSTANDING THAT THE CORPORATION WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. Dated this the 1,1 day of ~A4’~t’-"=~, , ~c, t f Prhted Name Accepted and Agreed to: T~ura Holdings, inc. Kevin L K~in Presiden[ CONFIDENTIALITY AGREEMENT As :oa¢~ of my job r~ponsibility ;t;th the Company I witl becorr~ awaB of ~rsona!, fipancb! arid basiness infom~albn re~ated to ~ Company’s clients and prop~etary information related to b~siress st,"at~ies, financia! information and e~ral:,ons of the Company During my employment at the company and the event of my ~rrnin~on for any m~son whatsoever, I ~ree that not dbc!ose &qd~or disse~pate to any pe~on, f~m, ~ ~raf~n ~ make ~rsona~ use of a~ C~ntia} Info~io~ of~e ~t~on ~ its c:ien~, Furthering)re, in ~e event of my te,,’minatbn for any teaser, whalsoever, I h~-eby ac?,nov,~edge tbat a!~ d!ients of the Company and ag.r~ not to caJ, visit, or have a~y f’u~,her contact in any form whab~oeve~ t,4h any of the clients. recognize that if t~is agreement is vbtated in any ~’ay I am subiect to legal a~n by the Cerapam!. Em~idyee Signabre" P~ted Name Management Signature. Pdnted Name Confidential Revised Aug. 2010 CONFIDENTIAL APF00000293 NON-DISCLOSURE AGREEMENT In con%~.ion with a proposed busir~s relationship, the Company has al~owed you (the individual or enli~ named below) access or may allow you access to business, te~.nica or other infor~tion materials and!or ~deas, ("Prop~eta~y lnfo.’Tnatbn," whloh term shall include, without limitation, anything you learn or d~cover as a result of exposure to or analysis of any Proprie[ary Information). In consideralion if any disc!osure and any negotiations concerning the proposed businms relationship, you agree as ~. You wilt hold in confidence and not possess or use (except to evaluate within the U.S.) the proposed business relati~ship or disclose any Prop,,iatary I~orma~ion, except inforrnalbn you can d¢~ument (a) is in the public domain through r.,o fault of yours, (b) was propedy disclosed to you by ar,ott’~r person vdthout resMc~ion. Yo~; wilt not reve,"se engineer or attempl to derive ’,he composition or underlying i,"ff,ormation, struclure or ide~ of any Prop~ie’.ary Information. 2. tf you decide not to proceed WI~ the,Foposed business re~ionship or if asked by the Company, you will promptIy return a~ Proprbtary Information and ail copies, expect and other obj~.~ts or ~ems in which it may be contained or embod.~,..d, 3. v~u wiI~ prcmpt~ n~t~r~y ~he ~‘~pany ~f ar~y unauth~rized re~ease ~r u~ of Pr~pr~ary ~nf~rrnati~n‘ 4. You understand that this Agreer~e~ does no~ obligate the Companyto discbse any information or herniate or enter into any agreement or relationship. You ’,,,ill stddly abide by any and all instructions or reslr~tions provided by Company from time to Ome wilh respect b Proprietary lnfo~ation of Company systems. 5. The terms of thL~ Agreement will remain in ~ wi~h respe~ to any" parlic,~ar exceptions sta~ in Paragraph I above. & You ackno,,,iedge and agree that due to the ~;n!que’na~re of the Proprietary }nforrnation any breach of this a~eement would cause irreparab’,e ha~ ~o the Com~ny. Damages are not an adequate remedy and Compa~ shall the,afore be entitled b ~quitable reiief in addition to atl other remedies available at law. 7. Until one year a,’ler the later of the date of this Agr~rnent or the lest disclosure of Proprietary Information to you, you will ~! encourage or solicit any ern~oy~ or consu~ant of the Company to leave the Ccmpa~ for a~ reason. & This Agreerp~.nt is personal to you, is non-assignable by you, is governed by ,’~ lntern~ laws of the State of Texas and may be modified or ’,’raked only in writi~. If any provision is found to be unenforceable, such provision will be I~ted or de!eted to the niinimum e,,’d~l necessary so that the remaining terms remain in fu~ force and effect, The pre.,a~ing party in any dispute or legal action regarding the sub~ct rna[ter of Agr~ment sha!{ be entit!~ to recover a~om.ey’s fees and costs. & Compa~’s p!ece of residence is 8300 N. Mopac, Suite 225, Austin, TX 78759. Ac~owf,’ed(jed and agreed on: Date Print~ Nam~ Confldential Page $ Roy}sod Aug. 2010 CONFIDENTIAL APF00000294 1 13 APPLICANT'S EXHIBIT NO. 15 25 EMPLOYMENT AGREEMENT Sales Team Manager This EMPLOYMENT AGREEMENT (this "Agreement") is made as of’ December I, 20t2 "’Efft~tive Date") by and between AmeriPro Ftmdh~g, Inc., a Texas corporation (the. "C~mpanv. "~. and ~ ~i~i~~ m~ lad iv idua l re s i d en t o f t h e S ~a te o f Tex as ( th e "Eln p loye RECITALS: A. The Employee has experience in the business of residential morto~.~,’,e !endin~ (the "’Business"). The Company desires tha~ the Employee serve as Sales Team Manager lbr the Company’s team designated as 152015 a~;d the Employee desires to hold such position under the terms and cond Nons of tiffs Agreement. C. The panics desire to enter into this Agreement setting t’o~h the terms and conditions of the employment relationship oft.he Employee with the Company. NOW, TI-{EREFORE. lhe parties agree as follows: !. ACKNOWLEDGEMENTS (a) Effective April I, 20~ I, Employee acknowtedges that new compensation laws passed by the United States Federal Reser~’e prohibit Task &ore being paid based upon the pmJ~tability of Company and/orTeam 152015 if Task originates an?: loans, fi,~ Initial (b) The damages for violating these rules are3 times the compensation paid, and may result in limitless ;’escission periods and liabilities fbr repurchase. ~ Initia! (c) In addition, laws pertaining Io the or;gination of loans, if violated, could give rise to claims against the Compm~y for unlawffd steering. _..I~f.~.......Initiai As del’~ned herein, ori~zina;ion includes gaining, arranging, negoliali~g, or otherwise obiaining or assisting in obtaining an extension of consumer credit for another person. Employee agrees to take no action that could reasonable be considered to amount to origination as defined herein. ~r~ Initial Position (a) At-Wi!l Empl~:meEt.. EmpIoyee understands and acknowledges that his/her employment with the Company is for an unsp~ified duration and constitutes "at-w[lF" employmem. Subject m the terms ,:ff this Agreement, Employee acknowledges that ~his employment relationship may be terminated at any lime, with or without good cause or for any or no cause, at the option either of the Compa~y or Employee, with or without notice. (b) Position., Empl%vee shall serve as the Sales Team Manager for the Company’s team designaled as 152015, with such duties and responsibilities as the Company shall determine. Employee shall devote his fi~ll time and attention during norton| business hours to the business and affairs of the Company. EmployeeSs duties shall include but nor be limited m: (i)remain:ing familiar whh and ensuring that all loans originated by the Team are handled in accordance w{th the Company’s policies, [~__mRLo.’~’ment A~reemenl - Page 1 November !, 2012 CONFIDENTIAL APF00000268 guidelines, quali~), control, applicable {’ederal. state: and local laws. and investor guideli.nes: (ii) ensuring that ~li proper docume~tation is prepare(l, kept and maintained in accordance with a~! applicable laws, and is readily available l~r inspection a~ Company’s discretion: (iii) infom~ing the Company immediately o~" aay and all events, incide~ts, occurrences, complaints, lawsuits, investigations, findings, or good concerns of illegal, improper, or unethica~ or other material informagon or matr~e~ concerning the Company andior Team opera{ions; (iv) iMk~rming Company oF all expenses on a timely basis in order ensure prompl payment thereof and adhering to the Company’s accountable expense reimburse-menl plan; (v) fo~v~arding Mt ~?es. checks, deposits, era. in the possession of Manager to Company’s Co.~orate Headquarters in a timely madner: (vi) ensuring that all closed Man documenls am stored in Company’s document storage system and accessible to Company upon demand: (vi~) hMng. deveh.~!~mg, maintaining~ training and supervising a sales tBrce of loan origina{ors and sul~po~ staff to maximize Team t~rofit and minimiz~ risk; (viii) ensuring that all persons perforating any services for the Company d~mugh lhe Team are Company employees, properly licensed and registered, as applicable, and are approved to start by Company and. as a1~plicable approved by lhe Compa[~y ~o originate t~ns: (ix) ensuring that all employee activity ineh~ding but noi limited to hiring, firing, posit~on change, pay changes, leaves of absence, etc., takes place in accordance with po~icy~ practice, and appropriate corpopate level we-approval: (x) ensuring that all adve~ising ~d marketing is done only with the pre-approval of Company and that all ml¢marketing is performed in accordance with Company guidelines for use of the Do Not Calf list and in compliance with Federal and State rules; (xi) m~suring that all websites or other social media used by the Team or a~y Team E.mpk~yee that relate in any way to financing residential real estate are approved by the Company prior to posting t&access by the general pubtic: (xii) ensuring thatany and all communications on behalf o¢ Company shall be sent from and directed through corporate email. Private email is not to be used f~r any official Compan~ business: (xiii) ensuring thin all borrowers are advised ~f the most appropviale financing options, are not steered m products based t~n mmxim[zing compensation. and are only advised to close to~s if there is a good faith basis to believe that the ~ower wilt be able to re-pay the loan; (xiv) ensuring that all employ~s are perfcmning duties consistent with fl~eir classification (i.e. exemptinon-excmp0 and ~hat the Company is advised of any inconsistencies respecting duties and classification: and (xv) ensuring that MI fimekeeping policies are tbltowed and records maintMned. (c) N~)twithstanding any provision of this Agreement to the contrail,, without ~he prior written consent of Company, Manager is not authorized on behalf of Company to (i) sell. lease, ~rade. exchange or otherwise dispose of any capital asset of the Company; (ii) grant a secu "ity interest ia. hypothecate or otherwise encumber any asset of Company: (iii) incur any debt, sign any lease, or bo~TOW money in the name of or on behalf of the Company;(iv) confess a judgmenl against the C~mpany or settle or compromise in any manner any legal action, claim or litigation in the name of the Company brought by or against the Compm~y. nor may Employee take any action in furtherance of any a~empt to acc~mplish such a:ctit?ns without the Company’s prior knm~’Iedge and consent; (v) implement mater~al changes to the operation o9 the Team; (vi) o~n any bank. savings, credit, or investment account ha lhe name of Compm~x or any DBA~ parent, subsidia~), or affiliate ~ereof; (vii) de.posig e~h, endorse, transfer or negotiate any check, instrumea~, dra~ or other payment p~vable to or intended fi~r Company; (’viii) acquire or a~empt to acquire any signatt~re rights to any of floe aforementioned accounts, nor may Manager open a~ly account in the name of or a name similar to the foregoing; (ix) accept any fimds or wire ~ransfers intended or for the benefit or on behalf of the Company: (x) conduct any Realtor activities or hoId ~ active Realtor license during the pe~od of employment or permit or allow other loan officers fl~.¢ Company to engage in such activities; (xi) pay any expenses for the team out of any personal funds, or pay or promise payment to any person for. services associaled wi~h ihe o~g~na~on or processing of toa who is not m~ approved employee of the Company; (xii) issue or allow o~hers to issue a commitment of financ.i~g without proper prior unde~vriting approval; (xiii) waive any commitment t~es. or fees. for appraisals, credil repo~s, ~itle poli~ies~ flood c~ifieations or su~,eys; (xiv) undertake any financing or origination of loans in. contravention of company p~licies, i~eluding but not ~imited to straw finan:cing. ~Nptoyment A~reement - Pace 2 November I, 2012 CONFIDENTIAL APF00000269 flip financi~g, or *.he trans/’~r of loans from or to Compm~y wi{Inom proper approvak (xv) deviate approved com!~ensafio~ plm~-lbr any loan officers or other employees; (xvi) encourage or permi~ loan o135ce~ to steer customers reward particular [cans t~r the purp,,se of maximizing revenue a~ Ihe expense of customers.~ interesls andZor facilitate or encourage lending ~a consumers in the absentee of any good fi~th belief that fl~e borrower is able to rep~y the loan: (xvii) encourage or. permit any actions result in lending to consmnecs under ti~ls~ pretenses, or put Company a~ risk fi~r early p~y-of;q early paymen¢ deNult, repurchase or recapture: (xviii) use fl~e Company’s name except in Nrtherance of his/her duties on behalf of t!ie Company; (xix) supply Company information or comment to the media without express approval. Manager has no ownership er other usage rights with respect to the Company’s name and upon ~em~ination of this Agreemenl. Manager shall cease using the Company’s name or any semblance thereofl (d) Company Rules..Employee will remain t~uniliar with and adhere to nit Company policies, sIandards and requirements published or otherwise disseminated by the Company as well as all applicable federal, sta,,e, and local laws and regulations, incl~ding the Tenura Holdings, Inc. and Operating Subsidiaries Employee Handbook and Company Loan Oflqeer Compensation & Brokered Loan Policies. Employee is responsible t)~r abiding by all lending laws and may nol mislead: alter, fidsil? or fraudulemly change any doeumantation or commit fraud in any mam~er wid~ relation to any Icon file at any stage of the Ioa~ process. Employee m~; not s~eer customers to loans in order to increase o:" maximize pe:’sonal compensation. Employee may not encourage any customer to enter int~.~ a !oan mlless Loan Officer has a good fhith belief d~at ~he customer has the ability to repay the loan. Employee may nol assist a customer ia closing a loan if Employee has sufficient reason to believe the cuslomer b.as provided malerially false information in connection with the mortgage application. Employee shall immediately report any conduct of which s/he becomes aware, in violation of the above, to the Presidm~. of the Company. (a) Compensation; Benefits. The Employee shall receive cash co’..npensat~on of $2,000.00 per month as his.."her salary to be paid on a semi-monfl~ly basis in accordance with the Company’s regular pay day schedule. The Employee will also be eligible to receive bonuses in accordance with Exhibit & attached hereto; provided, that: the Company may amend this Agreement fi’om tim.e to. time to provide Employee w-ith an adjusted base annua! salary’ and adjusted periodic bonuses as. it may deem advisable in i’~s sole discretion. Employee agrees and acknowledges that the Company is under no obligation m provide Employee with benefits~ including, but not timited to, health insurance: provided, that Employee will be entitled to any benefils the Company makes available to its employees i.n the ordinary’ course of business. Employee shalt be entitled to receive vacation and sick time per the Company’s employee handbook. Such vacation trine to be schedole by mutual a~m’eement of the Company and Employee. (a) The Company represents and warrants flint this Agreemenl has been authorized by all necess~ry corperate action of the C~mpany and is a valid and b~nding agreement of the Company enforceable in accordance with its terms. Tim Employee represents and ~arrants flint he/she is not a part.~ to any a~’eement or instrument that would prevent him/her t¥om entering into or perfo.,Tning histher duties in any way under tJ~is AgreemenL .~n._29k~wnm~ A~reemenl - Page November I, 20~2 CONFIDENTIAL APF00000270 Assignment: Binding Agreement. This Agreement is a p~rsona! contract and the ~’ights and inmrests of ~he gmplc, yee hereunder may not be sold. ~ransf~rred, assigned, pledged, encumbered, or hypothecated by him/he~’. ~: 6. Confidentiality;. Ownership of" Works. (a) !"he Coml~any agrees that upon or prior to the commencement of Employee’s employme~l; the Company wiil provide, or has provided~ l?;mployee with Comqdentia! tnl’onnat}on (as defined below). In exchange, Employee a~ees not to disclose such Confidentittl Information other than as permitted in this AN’cement and to use the Confidential Information soJely for the Company’s benefit. (b) The Employee acknowledges that: (i) the Business is intensely competitive and that the }7.mployee’s employment by the Compa~y will req~ire that the Employee have access to and knowledge of confidential information of the Compm~y, including, bm not limited to. the identity of the Company’s employees, customers, payors or suppliers, with whom the Company has dealt, the kinds of sere, ices provided bv the C.ompm~y. the manner in which such services are performed or offered to be performed, pricing infonnalion and other contractual terms, information concerning the creation. acquisition or disposition of" products and services, creative ide.ms and concepts, including {]nancial systems, computer softwape appiications and other programs, research data, personnel infomaation and other trade secrets (collectively, ttte ~’Confidential Information"); (it) the di~’ect or indirect disclosure of any such Confidential Infol~nation woutd place the Comt~any a1 a competitive disa:dvanlage and wonld do damage, monetary or otherwise, to the Comp,~y’s business; and (iii) {he engaging by :the Employee in any of the aetivit:ies prohibited by this Section 6 may constitute improper appropriation and/or use of such Confidential Information,. The Employee expressly acknowledges the trade secret status of t[~e Con~3dential l:ffom~ation and that the Confidential Information constitutes a protectable business interest of the Company. (c) For pt~rposes of this Section 6. the Company shall be construed to include the Company and its parents and subsidiaries engaged in the Business, i~cluding any divisions managed by the Employee. (d) During the.Employee’s ~mployment with the Company, and at all times a~er the terminal:ion of the Employee’s en~ployment, the Emp|oyee shah not, direct|y or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of~my btlsiness, or in any other capaci~:, make km~wn, disc~10se, fim~ish= make available or utilize any of the Confidential Information. other than in the l~roper performance of the duties eon.templated herein, or as expressly [’,er:nitted herein, or as required by a court of" competent jurisdiction or other administrative or legislati~e body; provided that, p~’ior to disclosing any of the Confidentia| information as required by’ a eom’¢ or o~her achninistra~ive or legislative body. lhe Employee shall pro,npt!y noti/}" the Company so that the Company may seek a protvcti\’e order or other appropriate remedy. The Empire:co agrees to return all documents or other ma*erials containing ConISde.ntia! ln~brmatiom, including all photocopies, extracts and summaries thereof, and any such infonnat.ion, stored eJectronically on ta.pes, computer disks or in any other manner to the Company st any {hne upon request hy the Co.,.npany and immediately upon lhe terminatiol~ of his employment f-br any reasot:. Emp!oy..m_e..nt Agreement - Page 4 November t, 2012 CONFIDENTIAL APF00000271 Fo.r a period of on~ )-ear follovdng the te~nhmfion Of the Employee’s employment wkh the Company, lhe Employoa agaves flint he will not, directly or indirectly, fi~r I’~s benefii or for the benefit of any othor person, firm or e~ti~% do any of ihe f~llowh~g: (f) solicit from any customer, payor or supplier doing business with the (’ompany as of the Empfoyee:s termination, business of the same or of a shnilar nature to the bnsiness of the Company with such c,astomer, payor or supplier:. (it) solicit from any known customer, payor or supplier of the Conlpany business of the same or of a similar nature to tha! which has been the sub.jec~ of a known wrilten or oral bid, offer or proposal by the Company. or of subslantial pmparat.ion wid~ a view to making such a bid. proposal or offer: within six months prior to dm Employee’s term ination; f ) recruit or soticil the employrnen~ or services of, or hire. any person who was known to be employed by: or a consultant of, the Cornpa.ny upon mnninatio, of II~e Employee’s employment, or within six months prior thereto: or (iv) otherwise knowingly interfere with the business of the Company. Notwithstanding m~ything to the contrary contained in the foregoing, the prohibition contained in Section 6(e)(i) and 6(e)(ii) shall not apply to any customer Of Employee tha~ existed prior to employment with the Company. provided the customer and their loan is not being se:’viced by the Company, (0 Employee acknowledges that all leads and loans in process are Company’s property. Employee agrees to provide upon lermination a written account of any and all open leads. business prospects, and/or loans in process as of the date of his!fief termination, and agrees not to take any action to divert such loans to a competitor or away from Company. Provided the Employee terminates in good standing and is available to help with and partidipate in the closing process when requested, he!she wilt be eligible ~br compensation en pending loans that close within 30 days of termination. (g) The Employee wit1 make full and prompt discIosure to the Company of all inventions, improvemen!s, formulas, data, programs, processes, ideas, concepts, discoveries, methods, developments, software, and works of" authorship, whether or not copyrightable. ’,rademarkable or patentable, which are created, made, conceived or reduced Io practice by the Employee. either alone. under his!her direction or jointly with others during the period of his!her empioyment with the Compaay, whether or not during normal working hours or on the premises of the Company. Match (i) relate to the actual or anticipated business, activities or research of the Company, or (it) result fi-om or are suggested by work performed by the Employee for the Company, or (iii) result, to any extent,, from use of the Company’s premises .or property." (all of which are collectively referred to in this Agreement as "Works"). All Works shall be considered "WORK MADE FOR HIRE:’ and s:hal! be the sole property of the Company, and, to the extent that the Company is not already considered the owner as a matter of law of an5: Works created, made, conceived or reduced m practice by the Employee prior to the Effective Date. to the ex:tent not previously assi~m~ed to the Company. the Employee hereby assigns to the Company. without further compensation, all hislher right, title and inlerest in and to such Works and any and all related intellectual propert3., rights (including, but not limited to. patents, patenl applications, copyrights: copyright applications, and trademarks) in the Unifed States and elsewhere. (h) The Emplwee agrees, upon the termination of his emplwment., that s/he will immediately refrain from and disconti~ue making any representation to any other person or enlity that .~qm is an employee of the Company, !n addition,, the Employee agrees to iinmediately delete any Natements or representations that s!he is an employee of the Company fi’om any snoial m.edia site, Employme..n_t~\greeme ’,t - Page 5 Novem, ber 1.2012 CONFIDENTIAL APF00000272 including but not limited to any web log or blog. journal or diaD,, personal websitc, social network{ng or affinity, website, web bulletin board or a chat room. video or wiki post{ng, persmmf newsletter or other Internct post{rig, gmployee acknowledges tlmt making such representat{ons or failing to correct such information on any social media site eonsti~ums a false, materJa! statemenl of tact that is detrimental to tile Company’s legitiraate business interests. (i) The Employee acknowledges that tile see’vices to be rendered bv him..q~er to the Company are of a special and unique cha~vacter, which gives this Agq’eement a peculiar value to the Company~ the loss of which may not be reasonably or adequately compensated for by damages in an action at law. and that a breach or threatened breach by him/her ot" m~y of the provisions contained in this Section 6 will cause the Compan): ir~’eparable i@tL-y. The Employee therefore agrees that the Company slmll be entitled, [n addition to any other right or remedy, to a temporaw, preliminary and permanent in.}unction, without the necessity o~" proving tile inadequaw of monetaW damages or tile posting of any bond or security, e,~joining or restr~ining the Employee #ore a~y such violation or threatened violations. (j) "lt~e Employee fi.~:’ther acknowledges and agrees that due to the uniqueness of his!her services and coufidential nature of the infon’aation s/he wi|l possess,, the covenants set forth herein are mason.able and necessary f’or the protection of the business and goodwill of tile Company. (k) If a court of competent jurisdiction determines thai any term. covenan’t: or provision of this Section 6 is irwalid or unenforceable for any reason (including without limitation. unent\~vceability due to overbreadth, vagueness, or unreasonableness of duration, scope of activity, or geographic area’), tl~en this Section 6 shall be deemed divisible, with all other terms, covenants, and provisions remaining in full {brce and effect, and the inyafid terms, covenants, or provisions shall be deemed automatically reformed and amended to include only such terms, covenant., and provisions (including terms, covenants, m~d provisions relating to tile duration, scope of acfivi~’, and geod~aphic m’ea to which this Agreement applies) as tile court determines are valid and enforceable, and the provisions of this Agreement as so amended shall be valid and binding upon Employee and the Company as though the unenforceable portion or provision bad never been ineIt~ded in this Agreement. 7. Non-Di{.Daragement. "t’he Employee agrees that ~;he will not make false, defamatow, or disparaging statements or representat.ions about the Company to any other person or entiw, including without limitation, to any customers or suppliers of the Company or any of their representatives, whether such statements or representations are in person, in writing, or on any social media site, including but not limited to an).’ web tog or biog. journal or diary, personal website, social networking or affinity website. web bulletin board or a chat room, video or wiki posting, person-al newsletter or ott~er lnternet posting. Indemnification. Subject to and as permitted by ~he regulations promulgated 1.~, and/or pursuant ~o HUD, FHA.. RESPA arid as aliowed by any f~det~at, state or local taw or ordinance, Employee shall indemni~,~ defend and hold harmless the Company from and against any and all Iosse,~, e{aims and liabilities resulting from Employee’s material breach .of this Agreement (including.. without limitation, a. inisrepresm~tarion trader Section 4(b)) or any liabilities of the Employee which arose prior to the date of th~s Agreement, 9. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personal!y or one business day following mailing by overnight deiivery service or upon receipt or refimal if mailed by oe:-tified mail re’~urn receipt requested, to tile parties a the fotlo~ving addresses (or to m~eh other address as a party’ may have specified by notice given ~o the other party pursua’at to this provision): !7{.~.~!p.!oymenLAgreement - Pmze 6 November 1.2012 CONFIDENTIAL APF00000273 !l" to Company: AmeriPro Funding, Inc. Attn: Lora Gray 8300 N, MoPac Expressway. Suite t20 Austin. Texas 7~759 if to the Employee: Michael E, Task 9009 FM 620 N: Apt. 1003 Austin, Texas 78726-42 10. EntiLe_:~g.reen~ent. "I’his Agreement c.onmins all .the understandings between the parties hereto pertaining to the matters refen’ed to herein, and supersedes any other underlakings and agreements, whelher oral or in writing, previously entered into by them with respect thereto. The Employee repmsent~ that, in executing this Agreement: heishe does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject matmr or effect of this Agreement or otherwise. However. this Agreement does not supersede the Company’s rights under any other agreement between ti~e Employee and the Company that (i) promets tt~e Company’s proprietaD. infon’nation or intellectual prope:’Lv: or (ii) prohibits Employee from competing with the Company or soiiciting the Company’s employees, cuslomers, pa.yors or suppliers: :’aflaer al! .~uch rights of the Company under any such agreements shall be in addition to the rights granted in this Agreement, 1l. Waivers and Amendments. This Agreement may be amended, modified, superseded: canceled, reaewed or extended, mad the terms and conditions hereof may be waived, only by a written instrument signed by the l)m~ties or, in the case eta waiver~ by the party waiving complimace. No delay o*~ the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereuader prectude any other or t\wther exercise thereof or the exercise of any other righ*, power or privilege hereunder. t2. Governin~ Law. This Agreement shall be governed by, enforced under m~d construed in accordance with ~.he laws of the State of Texas, without giving effect to any choice or conftic{ of law provision or rule thereof. 13. Submission to Jurisdiction: Consent to Sen, ice of Process, Each of the pro’ties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the State of Texas and of the United States, in each case located in Travis County, Texas, for aW litigation arising out of or relating to this Agreement and the transactions contemplated hereby (~nd agrees not to commence any litigation relating thereto except in such courts). Each of the parties hereto hereby ~rrevocably and unconditionally waives any objection to the laying of venue of any litigation arising out of" this Agreement or the transactions contemp!ated hereby in the courts of the State ofFexa.~ or of the United States~ in each ease located in Travis Cmmty. Texas. and hereby fuflher irrevocably and uncrmditionatly waives and agrees not to plead or claim in any such court, that may such litigafinn in any such court has ,been brought in an inconvenient forum. 14. Assi~.n.mem. This Agreement, and the parties’ respective rights and obligations under this AgreemenL may ~mt be assigned by any party withou~ the prior writlen eonse~;t of fl~e other part3.,,. except that the Compm~y may assiga~ this Agreement to a~y of its subsidiaries or affiliates or to any su~,ces~r by merger or sale of" al! or substan:tially al! of the Company’s assets, withou! the Employee’s ~lovment A~eement - Page 7 November t, 20 !2 CONFIDENTIAL APF00000274 consent provided that ~he assignmenI does nol diminish any of the Employee’s benel~hs, righls or obtigaI ions hereunder. 15. W__ithl__ko..l.d_i.r_~g. All payments to the Employee un.rfer this Agreement shall be reduced by all appticabie withholding required by federal, state or local law. 16. Facsimile Execution and Delivery. A facshniIe, electro~ic mailiPDF or other reprodtmtion of this Agreemenl may be execs:ted by one or more pari-ies hereto, and an executed cop5.", of this Agreement may be delivered by one or more parties hereto by facsimile, electronic mail.,"PDF or similar electronic transmission device pursuant to which the signatu’,’e of or on behal f of such paW.." can be seen, and such execution and delivery shaIl be considered valid, binding and effective I}.~," all purposes. At the request of any parb, here:o, all parties hereto agree ~o execule an original of this Agreement as well as any f’acsimile, electronic maitiPDF or o/h~r reproduction I,.ereo.f. 17. Counterparks. This Agreement may be executed in two or more eounlerparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 18. Seve~abilit~. If any provision of this Agreeme~. is held ~: final judgrment of a court of compet,nt jurisdiction m be in~,alid, illeggd or unenforceable, the invalid, illegal or unenforceable provision shal[ be severed fi’om the remainder of this Agreement: and the remainder of ~his Agreemen~ shall be erfforced. In addition, d’,e invalid, illegal or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid, legal and en~’orceable. No,.withstanding the foregoing, I~owever, if the severed or modified provision concerns all or a portion of the essea~ia! consideraion to be delive~,ed u~der this Agreement by one party to the other, the remaining provisions of" this Agreement shall aiso be modified m the extent necessa~’ to adjust equitably the pm’~ies" respective rights and obligations hereunder. 19. Interpretation. The words "hereof," "’hereto,:" ’~herein" and "hereunder" and words of similar import when used in this Agreement shall re|i~.r to this Agreement as a whole a.nd not to any particular provision of this Agreement, and Section and Article references are to this Agreement unless otherwise specified. Whenever Ihe words :’include," "included" or ’%eluding" are used in this Agreement, they shall be deemed to be fi)llowed by ~he words "without limitation." The descriptive headings herein are inserted for convenience of reference only and shall in no way be construed to define, limit, describe, explain, modify, arnpli~ or add to the inte~-pretation, c,onstruction or meaning of any provision of.. or scope or intent of, this Agreement nor in any way affect this Agreement. In ~his Agreement all references to "$" are to U~ited States doilarso All terms defined in this Agreement shait have the defined meanings when used in m~y document made or delivered pursuant hereto unless otherwise .defined therein. The definitions contained in this Agreement are applieable to the singular as well as the plural fOrthS of such terms. Personal pronouns shall be co~stru~d as thougt~ of the gender and number required by the contain, and the singular shall include the plural and tile plura! the sinN~lar as may be required by the context. The parties hereto agree that no pamj shall be deemed to be the drafter of this Agreement and that in the event this Agreement is ever construed by a court of" law or equity, such court shal! not construe this Agreement er any provision hereof against either pa~’iy as the dral:te~ of the Agreement, [.~ignaatre page P;mplovme~t Aareemem - Page November I, 2012 CONFIDENTIAL APF00000275 IN WFFNE.SS WI-IERE:OF; the pa~ies heret.o h~\.’¢ ex~cumd this A~c¢cme,~ m b¢ eiTecfivc as of the Effective Date., COMPANY: AM.ERtPRO FUN l)ll~,Y;, INC., ¯ Texas corporation/’,~! 1/ // ....,." C’had Og~.fllauser, President EMPIA-)YEE: Employment Agp’aement - Page November I. 2012 CONFIDENTIAL APF00000276 EXHIBIT A RevemJe Bombs Schedule Sales Team Manager, Texas Employee. shall be pr,wided with i.he R~Howing compensation ar~mgemem umil modification by Company in its sole discretion. Any changes must be made in writing and will apply to customers that have not already completed a loan application, a~s defined by the Company. An); such loan that does not -l\md ,;,:ithin 30 days of a compensation change will be subject to the new compensation plan. l) A percentage of revemm for lhe team (as delined below)less {k:e cost of compensation paid to team staff members, and other allowable costs as lisled below. Team Revenue to be split as follows: Michael Task 50% D’" Initial Michael Nassert’ar 50% ..’~..:~.,.~"." Initial ~999 1~’0% $50,00O÷ ~ 75% Team Costs - Effective June 1, 2013 * Commissions paid to Lean Officer(s) assigned m Team 152015 * $5.000 per month for Marketing Sales Agreement with Centen’a Homes . $4.000 per month for administrative fees - $4.4t6 per month tbr other staff compensation ¯ $90 per file Team Reve,ue - defined as the sum of Origination. Discout;t, LO Comp Plan, Net Buy" Price. Lender Credits. Escrow Waive,.’. and Lock Extension Fee. Please note Lender Credits are ~’picafty negative. Bonus Pay Schedule Semi-monthly: Bonuses are paid on a semi-monthly basis. All ~oans with a Payroll Eligible Date from the I~ through the 15’!’ of the month will be paid on the !ast day, of the :month. All loans witi~ a Payroll Eligible Date t’mm ttie 16~ to lhe end of the month are pa.id on the 15’~ of the following month. Payroll EligL.b..{ldb, Date: -Loans where AmeriPro Funding, lnc. is the creditor: funding date -Loans where AmeriPro Funding, Inc.. is ~he broker: the day following completion of lom~ check by Quali*y Control and Compliance guidelines a) Employee is eiigible to participate in Corporate sponsored incentive programs, such as the SecondaD’ Marketing Incentive. X Yes No Employm.enl Agreement--- ExhibK November 1..2012 CONFIDENTIAL APF00000277 Sa.les Team Manager aufl~orizes approved incentives to be dislribu’,¢d as follows: Mieh~ml f’ask ~ 50% I Michael Nasse.rfar i . . . . . . . . .~..o..> ............. Michael Ta.,,~, Michael Nasserfar Date Empfoymenl Ag~’eement ... E,d~ibii No’,-e:nber 1.2012 CONFIDENTIAL APF00000278 1 13 APPLICANT'S EXHIBIT NO. 16 25 EMPLOVMENT AGREEMENT Sales Manager This EMPLOYME:.~’I" AGREEMENT {this "Agreement") is made as o;" November ~. 2¢U3. (the ~Effeetive Date") by and betw~n Ameripr~ Funding. Inc.. a Texas corporation (the "’Company"). and Michael E. ]-ask. an individual resident of~e S~a~ of Texas ~the "Employee"). I~ECITAL-S: A. Tim Empioyee has experience in the business of residemial mortgage lending ,.’the "’Business",~. B. ]’’be Company desires tha, the Employee serve as Sales Manager ~’br the Compaw’s branch designated as Branch #1520i0 and {be E,np!oye~ desires ,.o ho!d such position und~,’r the te:’:ns amd coMi6ous of lhis Agreement. C. The parties d~ire te enler intc this Agr~menl setting forth ~he temps and conditions o{ the employmem reiationship of the Employee with the Company. NOW. THEREFORE, *he parties agree as folte’~vs: Position (a) At-Will Enmlovment. Employee understands and acknowledges that hisii~er employment ~\’i*i~ the Company is for an unspecified dural, ion and constitutes "’al-wilt" cmpioymem. Subj~t Io the te~s of ¯ is Agreement, Empioyee ackaowiedgcs thai ,his employment mlalionship may be m~ninatc~ a* ca}, iima. with or without go~ ca~e or for any or no cause, at the option eider of the Company or Emplwee. wkh or without no~ice. (by " Position. Employee shall serve as {he Satin Manager for the Cmnpany:s br~ch designated as Branch #152010, with such duties and responsibili~:ies as the Company shall determine. Employee shall devote his ful! time and attention during normal business hours to t~he business and a~ai~-s of the Company. Employee’s duties shall include bm no, be ,Limited to: (i) manages small ,._.,roup of Retail Loan Officers. and Production Assistants to meel goals as defined by’ AmeriPro Funding Manageme~t team: (ii) ensure staff receives proper ~raining to achieve goals: (iii) understand real estate appraisals, title reports and tea! estate transactions; (v) marketing and sales ~rategies for new and existing re|krral sources: (iv) represent AmeriPro. Funding a~ appropriate conventions and conferences to promote the companies vaiue proposition and reinforce relationships with key customers; (vi) keep informed on market and competitor developments: (vii) comtc-ly wRh all di.~losure req,.uimments and timeframes. (c) C~mpa~v Rules. Employee wil~ remain familiar wi~h and adhere to all Company policies, standards and r~xtuiremenls published or other~.ise disseminated by the Company: as well as all applicable federfl, state, and l~al laws and mgaiation~ including the Tenure Holdings, Inc. and O~ting Subsidim, ies Emplw~ Handbook and Company Loan Officer Compen~tion and Brokered Lama Policies. Employee is rmponsibie ~r abiding by all tending la~ and may cot mislead, alter, raisin’ or fraudulently change any documentation or commit fraud in a~y manner wizh relation to any loan file at any ~age of the loan ~mcess. Employee may no~ ~eer customers to loans in order m increa~ or maximize personal compensation. Employee may not en~u~ge any customer to enter into a loan unless F~ptoyee has a good faith belief ~a~ the cu~o~r has ~c abiiib- to repay tbc loan. Employ~ may nol assist a cu~omer in closing a loan if Emptoycc has sul~cicmt re,on m believe ~e customer has provided mamrially f~se information in connection with *he mo~age application. Employ~ shali i~ediately repo~ any conduct of which ~q~e ~comes aware, in violat~n of the above. 1o the Presiden~ of the Compaw. F,m~!93~nen~ Aweement- Page Novtm~b,=r 1. 2013 CONFIDENTIAL .APF00000251 (d) .t=:.i.c_e.~.t_~r~.. E npio)e requires thai Employ~ holds {~ mortgage ~oan originator license as required ~ ~h~ S/~ uuies;~ o{herwise appmwed b3 mauagem~nl h} wriiin~. Please conlacl the Compan3 ~br a lis{ of approved Employee is requi~vd io be tice~sed anti agrees m complele a~] necessary s~cps ~.ithin ihc ~ .auonw~,~~n~=,.~. L uensSng System & Rcgisu’5. (" NMLS") ~o associate with t~e Maintenance of Currem l~k:ensu.re - 1~ is Empioyee s responsibility ~c renew and keep eli required provide documentation of ~icense red, ewe! a! {he ~ime of renewal and as ~equired and requesmd b~ Company. Empk~’ee must tm current wkh !icensure m orJgi~:ate loans. b) ~’ailure to Maintain Licensure - .Should Eml~lwee fai! {o renew his/her license or if Compm}) is loans and may be placed o~ unpaid suspension and/or be subjeel ~o immediate ~ennigat~on, Emple3~e will have a m~ximum of 30 days m pr~uce verificmion of cun’en~ t~ce~su’e. If; after 30 days, Employee has no~ W~uced verification ofcu~t licensure and Company ~s unable ~o obg~i~? NMLS verification, he/she wi~l be ~ermina~ed ~ar IM1ure to mce~ minimum requirements of the Empioyee is no~ emitled m commissio~ on an? }oan originated at aW time when Employee w{~s properly licensed. Empio) ee xerifies tb.at he/side does ~mt i~o!d a cu~e~t and active Co:npensa~ion. (a) Compensation: Bet~efikq. The Emplwee shaii receive cash compensation of 52,000.00 per month as bis/b.er salaw te be paid en a semi-monthly basis in accordance with the Compm~y’s regular pay day sch~ule, which will be a draw agai~st commissions and {~t~mr compensation earned as so{ fi~h betow. The Employee will also be digiNe 1o receive eommissio~o~uses in a~orda~ce w~t~ Exhibit A a~ached here{o: provided, ~hat. the Company ma3 amend this Agreemenl from time m time m provide Enpioyee wN~ a~ a¢iust=d base annual ~!aU and a@~sted periodic bonuses as i~ may deem advisable tn i~s sale discretiom Commissions are catcu~aed by deducting O~e Base PW paid during tk~ curtain PW pm~od, ~vm~ the aggregale commission. event that Employee’s Base Pc? for {be appf~cable period exceeds the commission, an2, negative balance wi~ be can’ia~ over an8 reduced 5~ ~he calmdatio~ of fumm commissions, t~ is undcrs{eoe that E.mplwee ~s not entkled ~o commission simply for procuring a loan. No commission ~s ~med, accrued, or p~yaNe to Emp{oyee umi~ the !oan ha> closed and lEnded under ~k Empiwee’s supervision. As de, ned herein, a ~oan is n~t closed uutess and ua{il the loan has gone 0~rough closiag, a]t monies have ~nded. any rescission period has expire& and all proper dom~menmtion has been ~5led in coaneefim~ wifl} ~he toan. and in accordance with applicable state, and [ocai mort~ge lending laws m~d regulmions~ !n the event fl~a{ Emplwee {?iis m obmi~, mimbursemen~ for the Compm~y on expenses on ~oans tim{ de no~ close, or the commissions are recaptured per lhe Company’s Seeonda~T Markaing Polic3 Manual, such comp~my (or borroweO expenses ~uee the Em~lwee’s gross commission as stated in Exhibit A. Empk>yee agrees thai in {he event he/she bdieve~ there is aW error connectk~n with the ca~cu~mion of his/her commission, h~she wilt raise any sud~ disa~emmenl ie writing witi~ Compaw. wifl~in 30 days of paymen! of the commission. FNiure to ~o so acknowIedges agweement wifl~ amoum of the commissions paid. Employee agm~ that upon ~ae exeau~ion of this Agmemem, there are no disputes pe~aining ~o compensation with Company and tha~ Emplwee has ~,aceived el1 pc? and compen~tion due 1o him!her as of fl~e dam of tim execution of th~s Agreement. Employee agrees and acknowledges {hat the Company is under no oNigation m provide Employee w~th benefi~, including, but llot iimiled Io, health insurance; provided, Nat Empioyee-wiU be entitled {o any benefits the Company makes available to its employees i~ ~e ordb~mD, course of business Employee shall ~ entitied m recdve ~aca~ion and sick time per Company’s employee handbook. Such vacation time ~o be sahed~fled by mutual agreement of~he Company and Employee. November i. 20 t 3 CONFIDENTIAL APF00000252 (~) The Coral;am rep~ese~)ts and warran~ ~h~t fl~s A~re~m~n~ ha~ h~n amh,~ z~,. b3 ~ accor&mce vdfi~ ~ts ram}:< (b) .... The Emk~lovee represents and warrants ~imt he/she is no ~ pm~y ~o am ,.o,~e~a~,,’, ......... or instrument tha~ would prevent himlher i?om entering into or pm!o~m,n~ bislher dmies i~ a~) ~,,av . under this Agreement. 4. Assi_-nment: Bindinu A~reement. This Agreement is a perso~ai contrae~ mqd the fights and interests of the Empioyee hereunder may not be soid. tm~:s~em’ed, mssigned, p~edged, e~cumbered, or h?T~thecated b3 hhn/~mr, cxccp~ as ofl~crv, ise cxpmss]y perm~u~ ~ ~he provis~rms of this Agrecmm~;. This Ag~cm~n~ shal! hmm re lhe be~mfi* of and be entbrceaNe bv ~he Emplwee and his/her personal or toga{ wpresenta~ves. executors, administrators, successo~, heirs, distribmes, devisees and ieg~aees. If ~he Empioyee should die white any amom)t would stit~ be payable 1o him!!~er hereunder bad :be EmpJoyee cominucd to !ive. ell such amounts, unless mherwise p~wided herein, shalt be paid in accordance wkh the zerms of this Agreemem to his devisee. legatee or other design~ or, if ~here is no sud~ designee, :e his!her estate. (a) The Company agrees ~b,a; upon or prior to the aomme~cemenl of Employee’s empioyme~t. ~t~e Comping3 wilt provide, or has provided, Employee wi~h Con~d~nlial I~fo~mion (as de,ned balow}. In exdmnge. EmphFee a~ves nm m disclose such Cont~denfial !nibrma:ion o~qer tha~ as permitted i~ this Agreeme~t and to um fi~e Confidential Information solel3 for the Company’s benefit. (b) The Employee acknowledges that: (i) the Business is intensely competitive and thin the Empio\ee’s ~mp~ovmen{ bx the Compan? w[lI remdre ~ha~ the Emptovee ~ave access ~ and knowledge of :onfidemiai in%nnafion of the Company, including, bat n<~t iim~ted to. {~e identig, of{he Company’s emp!oyees, customers, payers or suppliers, wi~} whom the Compan) has dealL the k~nds of so,wines provided b3 One Company. the manner in which such services am perFanned or ofi:ared m be ~rR:~ed, pricing in%nna~ion m~d olbe~ eonmc, ual terms, in{Brmation concerning the creation, acquisition or disposi~io~ of pmdue{s and sere ices, creative ide~ and concepts, inc!uding financial systems, computer so~wam applications ~nd of!~ar pmgrm~s, rese~vh data. personne! infommfion and c~her trade secrets (co1~ectiveiy. {h~ "Confidential ~fm~atio~’~): ([~) the direct or i~dh-cc~ disc~osnre of any suc}~ Confidemia~ inS~rmafion would plaice fi~e Company a{ a competitive disadwntage m~d would do damage, menorah" or othervqse, to the Company’s business: and (iii) the engaging by the Eanpioyee in aw of the a~ivifies prohibimd by this Section 5 may constitute ~mpro~r a~opriation and;or use o5 sucl~ Confiden~ai i.~fonnation. Ti~e Employee expressly acknow}edgcs ~M made secre~ status of ~ Confidential Informafio~ and ~har *he Confidential tnfom~a~ion con~itu~es a pmtecmble business interes~ of Ne Company. (c) For purposes, of this Section~ . the Company snaa"~’ be eonstrt~ed to inch:de 1he Comp-emy and its paren~ and subsidim’ies e~gaged in the Bush~e~. including any divisions managed by" the Em~ioyee. (d) During ~he Employee’s en@.oymenl wifl~ the Compaw. and at a!! ~.imes after the termina~im~ of the Employee’s employment. ~he Emp!oyee shal~ not.~ diremi3 o:" indirectly, whether ind~viduall3, as a director, stockholder, owner, partner, employee, p..’incipa~ or agent of any business, or in any other eapacib:, make known, disc!ose. ~Sm’fish. make available or u~ilize any of the Conf~demial Infom~ation, olher {ha~ in the proper perfomnance of the duties con.:emp]ated herein, or as ex~ress!y pertained herein, or as required by a court of competent jurisdiction or ofi~er administrative or ]egistative body: provided that, prior :o disclosing an3 of file Co~de.ntia! I.~formatio~) as required by a court or other administrative or legis!ative bed.,,’, ~he Emp!oyee sha!i EmNoymem Agreemenl - Page 3 November 1.2013 CONFIDENTIAL APF00000253 promptt3 noti~- fl~e Company so that lh¢ Compan~ ma) s~ek a protective order er ofimr appropriate ~’~m~dy. The Employe~’ agre~ to return al~ documenls or other malerial~ conmiMag Confidentia~ Infimna~ion: in~k~dh~g all photoco~ies, extract~ and summaries thereoI~ and any such h~k~mmtion stored eiectromcah~" on tapes, com~uter d~s~ or in aW o~he~’ manner to the Compa~y a aW time upon reques~ by ~he Company a~d (mmedh~te(v term i,at~on ofh~s emp!oyment tbr any r~mson. (e) For a period of one year fb!iowing the termination of fl~e Employee’s employmen~ the Company, the Empioyee agrees tha i~e wi~! not~ direcfi? ,:~r indirecfl). [’or his benefit or :rOt ti~e benefit or e~her person, ~irn: or chriS, do any ef ~he foliowing: (i) so!icit fi’om aW customer, payor o" supplier doing business with ~he CompaW a~ of the Employee’s termination, business of the same or of a sire i~ar name/- m the business of ~he Company wi~i~ such customer, payor or supplier; (ii) sNieit fi-an; mLv known customer, pgvor or suppiier ofrJ:e Compan.~ business of the same or of a similar nature m that which has been ti~e su~iec{ ofa knm~.~ wriv.en or o~a bid. e~}}r or proposa! b) the Company. or of subsmmiaI preparaion wiO~ a viexx m making such ~ bid. propo~ {)r often within six month~ prior m fl~e Emp!oyee’s termination: (ii~) recruit or so!icit the empba:,,men{ or services o~: or hire. any persou wi;o was k~mwu ~o be employed by, or a consultant of~ the Compa~y vpo~ mrminatioa of the E’.np!oye~’s employment, or wifi~in six mo,~.hs prior thereto; or (iv} o~!~erwise kno~Gngiy i!uer~tere ’~ ifl? *he business of the Company. Nora4thsmnding anything ,~o fl~e contraD" contained in the foregoing, the prohibition contained in Section 5(eXi) and 5(e’Kii) shal! not apply to any customer of Empi@’ee ’,ha~ existed p~or to ~m~pioymen.’. wilh :he Company. provided ti:e customer and ~heir !oau is no{ being se~,;iced by, the Compw~y. Employee acknowledges tha~. all leads and loans in process m’e Compva~y’s property. Employee agrees m provide upon te~nh:atiop, a wrkten account of m:y and al! o~n lea’Js~ business prospers, andA:r loans in process a.~ of the date of his."her *e.m:ina~ion. and agrees not to take m~y action to divert such m a competitor or away from Company. Provided the Emptwee tenninaes in good s~anding and is avai!aMe he!p wiih and participate i~ the closing proaess when requested, bet’s,be \,i11 ~ e[igibte tbr com~:e,’nsa ior, on pending toans Umt close within 30 dws of termina’~ion. (g) The Employee will make thlt and prompt disciosure ,to fl~e Compaa~y of at! inven,tions, hnprovements, fo~mmlas, dan, l~rograms, processes, ~deas. concepts, discoveries, methods, developments, so,ware, and works of autho~hip, whether or nm cop>~’igh~aNe, trademarkabte or patentable, which am created. made. conceived or reduced ~o practice by the E,mp~oyee, either alone, under hi~er direction or jointly o~he~ during the period of his&or empk,3m~ent v.-i~h the Company, whmher or no* during nerma~ working or on the premises of fl~e Company. which (i) relate {o the actual or anfidpmed business, actMties or reseamh of Company, or (ii) resuf~ ti’om or are~tm_es.~o- 2’J ~"" b3 a,er~’ .~erik’rmed by the Emplevee. fbr {he CompaW. or (m)"" resuK to any extena #ore use of No Company% premises or propegy (at~ of which a~e cMiectb~ely r~¢a~r~ to in tiffs A&’eemem as "’Workg"). All Wo~ -Page4 November i. 20 ! 3 CONFIDENTIAL APF00000254 immediatel3 refrain from and ~qsconfim~e making any ~¢pr~semafien to any othm" perse~ or entit3 tha~ s;he s an employee of fl~e Company. In addition, the Empo>ee agrees ~o ~mmediatel) ~e~ele any statement~ or representations ~i~a~ ~qm is an employee off the Com~m~y i~’on~ any sociM media site, ~nciudi~g bv~ not limited Iv any web log or bldg. journai or diaD~ persena~ websiIe, s~iai networking or affbfity x~ebsi~e~ web bu!imi~ beard or a chat room. video or wiki posting, personal news}crier or other h~enm{ posting. Employee acknowledges that making such representations or faitb~g to con’eel such information o~ any socia~ media site cot~gtitmes a ,,~,e. Ti~e Employee admowiedges ~!’..a~ file services to be m;~dered hx him/her to ~I~e Company are of a speaia~ a~x~ ~m~que character, which gNes fl~is Agrcemem a p~eutiar vah~e ~o ~h¢ Compan3, the toss of which may ~oI be masonabiy or adequate!3 compensated for by damages i~ a~ action at ia~-~ and tl~m a b~vach o~" th,~amned breach by him&or of any of timpmv;",,smns cenmi,~ed ~n ~his Seclion 5 ~i!~ ~use tim Cemaam. irreparable iRjuU The Emplgvee thereR}re agrees flint the Compan) ~ha~I be entitled, h~ addition *o a~y mher rig!~* or reined), m a t~mporaD, preJhninau and permanent h0uncfio~, wiflmu~ fi~e necessiv ef provfi~g the i~adequacy of monetaU drainages or lhe posting of a% boM or sem~r{ty, e~ ohfing or rasFai~fing the EmptWee ~rom a:y such violation or threatened v{olaions. The Employee furtbe:’ acknow cdacs~ aM agrees tha~ duc to the aniquencss of his/her services and confidential nature of fire infbnnation s/hewM" po.~e~s. .....me ::ove~mr.ts ~e~ fbrt~ herei~ are reaso~:aNe and neces~D tbr *he prolec~Jon of the business and good’,vi}~ of’,he Compan3. (k) If a coart ef compment jurisd ction determi,es that aw ,:erm, covenant or previsiot~ of this Section 5 is hwatid or unenfo~veable Per any reason (including ~khout Hmimtion unenforceabi}i)" d~m to overbread*h, vagueness, or unreasonableness of duration, scow of acfivily, or geographic m~a), then this Section ~ shall be deemed divisible, with all other mm~s, cove,tan{s~ arid provisions remaining iu fuji force and effect and the i~waiid m~s. covenants, or provisions shaIi be deeme~ automafica~iy refom~ed m~d amended m include on[) such terms, covenan{s, and provisions 0nduding ~e,~s. covenan{s, and provisions relating {o the duration, saope of actNi{y, ~md geographic awaa to which this Agreeme~l applies) as the cou~ de~e=Mnes are valid and e,fforaeabte, and fl~e provisions of ~is Ageemen1 as m amended shall be va~id an~ binding upo~ Emptq~ee and ~he CompaW as ~ahough the unen~brceaNe ~m~on or provMo~ had ~mver bem~ included h~ tiffs Ageement. Non-Dis~_egt The Employee agre:s that s/he ~il~ no~ make r~Ise, de,brae*ors, or disparaging statemen’.s or repr-asentations abouI ~hc Company to a::y off~er person or entity, including wki~out limitation, m any customers or supp~ie:’s of the Company or any, of their represe~tmiveso ~:bether such statements or representations are in person, in wrking, or on any social media site. including bm not limited to a~y web Jog or blog, journal or dieD’, personal website, s~cial ne.:working or aS?ni~), website, web bu~ietin board or a room. video or wiki pesO;g personal newsIermr or other tmernez posting. 7. Indemnification. Subject ~o and as permh~ed by the regulations promulaated by m~d:o,’ pursuam to }qUD. FHA, ~SSPA and as a!lowed by aW federal: s*a*e or ~ocal hw or ordh~m~ce. Emp~oyc~ sh~lg indemni~, defend and hold hanntess the Company f?om and against any a,d a~t ~osses. claims and ]~abi~ities resui~ing fi’om Emp!oyeUs materia! br~ach of this Agreement (inciuding, wkhou~ limitation, a misrepresentation under gecfi~ 3g~ or any ihbiH~ies of~he Emp~ovee v, hieb aro,~ prier Io the da~e o!’1his Am’eemen~ 8. Notices, A!I notices and other commu ~icatkms under’this Agreement shall be in writing a,d shall be deemed given when delivered F~rsonalb, or one busi~:ess day folloMng marling by ovemighl deINeL’y service or upm~ receipt, or refi~sal if mailed by committed nmi: return reeeipt requested, lo the patios at the ~ol!owing addresses (or m such o.’.her ad&,ess as a part:,, me) have specified by notice given ~o the other par~y pu:.’suant to ~his provMon): ~p.!ovment Ag,"eemen{ - Page 5 Novemb,’~ l, 2013 CONFIDENTIAL APF00000255 Arm: ~.,~.,’~ Gra) 830(~ N. MoPac Expr~’ssw<< S,.~i~e if to tile Employee: Michael E. Task 9550 Savan~mh Ridge DrNe Auslin. l’exas 78726 9. Entire Agreement. Tl~is Agreemcn~ eo~’,ains al~ the cnde:’s~andings be~,een fi~e pa~ies hereto pe~aini~g to ~e ma~ers re~?rred ~o herein, a~d st~per~ede~ a~y o~ber u~de~akin~s and agreements, whacker :,ra~ or i~ writing, previously entered into b). ~hem wi~h respec~ thereto. The Emp[c~,’ee reprcsems ~hat. in exeeuti~ :his Agreeme~t, ~e does ~o~ tel) and has no~ ret~ed upo~a any ~presentaion or stateme~ no se~ forfl~ herein made by the Company wkI~ regard to the subje:l matmr or ef~bc of ~?~is Agreemenl or o~herwise. However. ~hs Agreemem does no~ supersede the Company’s rights under any other agreemen~ ber~’ee~ the Emptoy~ arid ~t~e Compm~y fl~at (i) protee{s fire Company’s proprie~aD inlk~mmfion er iale~ectua~ prope~,’, or {ii) prohibits Employee from competing wi~h the Company or soliciting ~he Cempa~3y~s employees, cusum3ers, payers or suppiic:3: rather all such righ:s of zhe Compa~y m3der a~y such agmemems shali be in addition to the righ*~ gran:.ed i~ {his Agrcemcm. !0. Waivers and Amendments. This Agreemenl may be amended, modified, superseded, canceIed. renewed or ex~ended, and the tem:s and conditions hereof may be waived, only by a written instrumm3t signed by ~e parties or. in the case of a waiver, by the pa~y waiving compiling.co. No de~a) on the pae of a~y ;~ar,.) in exercising any right, power or privilege hereunder sha]i operate as ~ waiver fi3ereof, nor sha~,J m,.y waiver on ~he pa~ of any part) of an? right, power or privilege hereunder, ~3or any single or parfia~ exercise of,’m~y righ~ !~wer or privilege hereunder preclude any other or thrther exercise thereof or {he exercise of any oti~er right., power or privilege hereunder. 1i. ~~ Law. This Ag~:~,;e~ shall ~" governed by, enforced under ~nd co~s~rued accordance with the laws of the State of Texa.% without giving e~ect to ar~y choice or ~on~ic~ of !a:~’ pr~vislon or rule thereof. This Agmemen~ shall be construed as if bofix Pa~ies had eq ,uaf ~y in i:s dra.~i~g, and lhus be construed agai~.st the drafter. i2. Submission ~o )’urisdicfion: Consem, to Sen, ice of Wocess. Each oF ~he paoSes i~ereto irrevocably ~md u~co~di~i~nally co~se~ls w submi; ~o ~he exclusive jurisdiction of ~e couv.s of the State of Texas and of ~he UMted Stales. ~n each case located in T’av~s Coumy, Texas. Per any ~tigafion a~sh~g out of or t~ ~his Agreement m~d the tra~saefions con~emplat~t hereb) (m~d agrees ~o~ to commence any iitigafie~ retaking ~hemlo except ~ such cou~s). Eacl~ of fl~c p~ies hereto h~eby irrevocably and uneondi~onai~y waives o~ectkm m the laying of venue of any lifigafic.n arising ou~ of ~nis A~eement or ~he ~ransaetion~ hereby in fl~e com~ ef ~e State of Texas or of ~he United S~a~es. in each ~se iocated in IYav~s Coun~ "I~xas. and hereby N~ber i~vevocably a~d ~mcondNenal~y waives an~ agrees ~ot to plead or chim in any such ceu~ that any such ~itigation brought in ~y such eot~_ has bee~ brought J~ ~n inconvenien~ forum~ !3. Assiumment. This AgreemenL and the parties’ respective rights and obIigaik:as under ~h{s Agreeme~t. may :~ot be assigned by any pm~’ witbom ~.t~e prior wri.:ten consent of~he oti~er pa~y, excep~ ~.hm the Company may assigm this Agreement ~o anv of i~,.~ subsid,.’aries or afSi~i~es or ~o a;Lv su~ce_~sor by merger or sa!e - Page 6 November L 20t3 CONFIDENTIAL APF00000256 of atI or substamiatf:," al! o~" tim Company’s assets, withom the Empk’~yee’s coasem provided lim.’, ti~e ..’.’ssignmen~ does no~ diminish any of :t~e Empk~.vee’s benefits, right~ .’:r obliga~k, ns here’.ruder ~4. WRhholdina. AI~ payments 1(: fi~.e Empk~yee under this Agreement shatl be reduced b3 at applicable witi~!miding required b.v federal, state or focal law. ~5. Facsimile Execution and Delive~o A facsimiie, eiec{mnic mail/PDF or olher repr,educ{io:~ of~his Agreement may be executed ~ one o~ more par~ies hereto, and an executed copy of fl~i~ Agreemen~ may be detixered by o;m or more pa~ies herevo by facsimile, electronic: mail/PDF or similar eiemronie ~ransmi~ion device pm~uant to whict~ the ~ignature of or on ~halfofsueh part3 cm~ ~c seen, a~d such e:~eeutio~ and deiive~, sha[~ ~ considered valid, binding and effbctive for al~ purposes. At the :equev of any p~a~, be~to~ all pwties hereto agree to execute a~ ori~ina~ of this Agreement as welt as aw facsimile, elecironic maiI/PDF or ot[~er reproduction hereo~. ~6. Counterparts. This Agreemen~ may be execumd in *~o or more cm:merparts: eaei~ o.." whid~ shaii be deemed m~ origina! and all 02 whirl’., together shatl ~amstimm on~- and ~.he same instalment. 17. Severabi~itv. If an3 provision ofthis Agreement is held by finai judgmet~l of a eou~ jurisdic.’.ion to be invalid, illegal or unenforceable, ii~e nva!id. ,;liegal or m~e~?fS:’~eab!e pr~visio~ shall i’.e severed from the remainder of this Agreement, and ~he remainder of .h;¢~,,,o .~,~, ............ ~,,~,,~ slab be enforced. In addiiion. i~valid, illegaI or t.,nenlbreeable provision shai~ be deemed zo b~ automa{ieal!? modified, and, as so modified, be included in .this Agreement, such modifieatio~ being made m the minimum extem nee.essa;? m render the ~rcvision valid. Iega~ and enforceable. Non,..’ithrr~qding the foregoing, however, if the severed or modified provision ~:oncems a!! or a portion of fl~e es~ntia! consideration to be delivered under tlnis Agreemem b3" one paw m/he o~.er, the remaining provisions of ’~his A~’eement dm~i also be modified lo fl~e extent necessary to adjus: ecluitably the parties~ respective rights a.~d obiigations here~.:nder. 18. inte~relar.ion, The words "hereof. .... hereto," "herein" and "’hereunder"~’ and words of similar impo~ when used h~ this Agreement shall refer to fl~is Agreement as a whole m~.d not m any particul~~ prevision offl~is Agreement, and Section rand A~icte ~efer~ces are ~o {his AD~eeme~g unless o{herwise spacified. Wl~enever ~he ~ords "include," "’included" or "’i~cluding’" are used in this Agreement, ~hey shall be deemed m be followed b;, the words %vi~hom limitmion.’~ %e descriptive headings hereh~ are inse~ed ";~r convenience of ~ference and shall h~ no way be construed to define, fim{t, descr~be~ explain, madi~,,, amp!i!~ or add m {he construction or metaling of any provision o£ or ~opc or imeca m~, ~his Ag7~men~ nor in any wa3 affect this Ageement. In {his Ag’eemen{ al! ~efermmes m "’$’" are 1o United S~ates ddlars. All terms &fined ~a {his Age~ment shai! have the defined meanings when u~d in any d~ument made or ddivered pursuant he,to uMess ofnerwise defined fl~erein. The definitions con{ained in this Agreemenl are applicable m Ihe s~ngular as wel~ as ~he ptam} {~nns of such tc~s. Personal pronouns shall be censt~ved as though of the g~nder and num’~r requixd by {he contexz, and the singular shal~ include {he plura[ and the piuml the singular as may be requir~ by ~he context. The pemies hereto agree 1hat no pmry shal~ be deemed to be ~he dm~i~r offl~is Agreemen~ and that the event this A~eement is ever consmwd t2. a com~ of law or equib~ such cou~ gha!t not consmae Agreemem or ~y provision hemofagains~ either pa~, as {he dra~er of the Agreement. Page 7 Novemb: 1, 2013 CONFIDENTIAL APF00000257 hereu:~der shall b~ {he da~e both Parties have execmed *i~is Agreemeal. iN W!~’~ESS ~\-~hzAE£~. ~he pa, vtie~; hereto have ¢x.~c ~ted ~l]is Date. COMPANY: Larry v,~:!s~; .~<~a:ona 8a~s M,~ ...... - TX OK EMPLOYEE: M{ehae! E. Task CONFIDENTIAL APF00000258 EXIHBIT A Commission & Bonus Sehedul,e Sales Manager, Texas addition Io the base compensation described in the Employment Agreement you ,are entitled *o ;eceive !be R~llo*~ing: Commission Calculation- AHevaNe Revenues for the entire Nasserf~r & Task Team (!520 5) (BPS x vok:me #ore commission schedule L~iow) less Commissio~ Of!2~e~ Balance ;esv Unco!lected Fwes k~ss Approved Business Expense (in accordance wkb the Company’s aacountaNe expense reimbursement plan) equa!s Gross Earned Commission. Effective lbr all loans f~aded o~ or after: November 1. 2013 :) Commission/Bonus Pay Schedule Semi-monthly: Commissions are paid on a semi-;r, onfi~t~ basis. All ]om~s wkh a Pa)rol[n~g~me," ’ Date from the t ~: Ihro~g~ !be ’ ~" " of the mont~ wUt, be ,~aid o~ file las~ dax~ of the moml~. A!~ ~oans with a PayroU EHgib~e Date fi’om the ,6 to the eed of the mo~th are pa~d on the ~5’~’ of the foUowina month Pm’:’o]] E:.’igibiii*v Da, e: -Loans v:here AmeriPro Funding, inc. is the cnaditor: fi:ndi~g da~e -Loans w~ere AmeriPm Funding, Inc. is the broker: the day’ fallowing co:nplelion cheek by Quaii~: Control and Compiiance Guidelines a) Should q~e N~serfa.," & Task Team (~52(;t5) be eiigiNe ~o receive a Seconda~,-¢ Mark,~:bm tncenti~,e bonus, such bo!ms wi!~ bc paid accordingly: ...... o ~o M~chae~ H. Nasserf~r ii. 30% m, {~,,a~I E. Ta~k b) Employee is allowed to broker loans throu~ Company approved channels (provided he/she resides in a Non-Producing or Re’~ail designated b~anch!. X Yes No Emplo.vmenl Agreemcm- Exhibii November CONFIDENTIAL APF00000259 Emp!oyee Name - / --%".................. Accepted: A me:’iP):e/ November i. 2013 CONFIDENTIAL APF00000260 Date: ;:m,~k vmcn~ Agrecmcat- Exhibit November !. 20] 3 CONFIDENTIAL APF00000261 EX~BIT A Commission & Bmms Sched,,de Commission Calculation- AiJoeaNe Revenues for the entire Nasser~r & ".H~sk i earn (!52015) (BPS x volume f?om commission schedule bNow~ &,~:~ Commiss~e~ Of’f~c~ Bak~ce b:~:~ Uncoi!ected ~ees k~ss A~proveg gush~ess Ex~nse (i~ accordm~:e w~th ~:be Company’s accountable expense reimbursemem p!an) equals Gross Earned Commission. Effec{ive for ati loans funded on or after: November I. 2013 2) CommissionlBonns Pay Schedule Semi-momh!v:. Commissions are paid on a semi-monthly, basis. A!I loans. ~,";,t:~ Date from the t" through the [ 5’~: of~he month wi!t ~ paid on f!~e ias~ d Pm:ro.q E[i~’ibi[in, Day, o: -Loans whom AmexiPre Funding. Inc. is the creditor: P,mding date -Loans where AmeriPro Funding, inc. is ~he broker: the day Ri~owing cam)ietio~ of check b? Quality Comro! and Complia:~cc 3) Guidelines a) Shouid ~he Nasserfar & "l~sk Team (~52015) be etigiNe to receive -a S,,’co~da~" Marketing tncemix e bombs, s~ch boo, us w~I] be pMd accordingly: i. 70% to Michae~ H. Nassen% iL 30% to Michael E. T~sk b) Emp!oyee is allowed r.o broker loans ~.hr~agh Compm~.} approve~ channe!s {provided he/she resides in a No>Producing or Kem;J designa:~ed br~ch). X Yes No [si~’~a~.ur~,.page foilo ~,s] Emptoyr~ ~mt Agreemen{- Exhibit November I, 20~3 CONFIDENTIAL APF00000262 Manager Name Date: .,’ : i : eJ/;; ..... Date: . " Empioyme~{t Agr,avment- Exbibi~ November I, 2013 CONFIDENTIAL APF00000263 1 13 APPLICANT'S EXHIBIT NO. 17 25 EMPLOYMENT AGREEMENT Sales Manager This EMPLOYMENT AGREE~MENT (this "Agreement") is made as of January 10 2014, (the "Effective Date") by and between Ameripro Funding, lnc., a Texas corporntion (the "Company:’), a~d Michael E. Ta,~k, an individual resident of the SIate of Texas (the "Employee"). The Employee has experience in the business of residential mortgage lending (the ’°Business"). B. The Company desires that the Employee serve as Sales Manager for the Company’s branch designated as Branch #152t 80 and the Employee desires to hold such position under the terms and conditions of this Agreement, C. The parties desire to enter into this Agreement setting forth the terms~and conditions of the employment re]alionst;~p of the Employee with the Company. NOW, THEREFOR_E, the parties agree as foi}ows: t. Pc.silion (a) At-Will Emplo’fment. Employee understands and acknowledges that Iris/her employment wi:th the Company is for an unspecified duration mad constitutes "at-will" empl6yment. Subject to the. terms of ~his Agreement, Employee acknowledges that this employment relationship rnay be terminated at any time, with or without good cause or :tbr any or no cause, at the option either of the Company or Employee~ with or without notice. (b) Posit~on. Employee shall serve as the Sales Manager for the Company’s branch designated as Branch #152180, with such duties and responsibilities as t.be Company shall determine. Employee shall devote his ful! time and attention during normal business hours to the business and affairs of the Company. Employee’s duties shall include but not be limited to: (i) manages small group of Retail Loan Oft’icers and Productior~ A~istants to meet goals as defined by AmeriPm Funding Management team; (ii) ensure staff receives proper training to achieve goals; (ill) understand real estate appraisals, title reports and real estate transactions; (v) marketing and sales strategies for new and existing referral sources; (iv) represent AmeriPro Funding at appropriate conventions and conferences to promote the companies value proposition and reinforce relationships with key customers; (v5) keep informed on market and competitor developments; (vii) comply with all disclosure requirements and timeframes. (c) C.ompanv Rules. Employee will remain familiar with and adhere to all Company policies, standards and requirements pub]ished or otherwise disseminated by the Company as well as all applicable federal, state, and local laws and regulations, including the Tenura Holdings, the. and Operating .Subsidiaries .Emp.loy~ o.Hand.boqk .and Company Loan Officer Co~npe~sation and Brokered Loan Policies. Employee is responsible for abiding by all lending law~ anSi:may not mislead,’alte~, falsify or fr~uduIenfly’change any documentation or commit fraud in any manner with relation to any loan file at any stage of the loan process. En~ployee may not steer eustomer~ to loar~s in order to increase or maximize personal compensation, Employee may not encourage any customer to enter into a loan unless Employee has a good faith belief that the customer has the abil~tyto repay the loan. Employee may not assist a customer in dosing a loan if Employee has sufficient reason to believe the customer has provided materially false information in connection with the ~ortgage appticati.on~ Employee shall immediately report any conduct of which s/he becomes aware, in violation of the above, to the President of the Company. Employment A m-come_at - Page CONFIDENTIAL APF00000239 (d) LJcensure. Employer requires that Employee holds a mortgage loan originator license as required by the SAFE Act and the appli¢able state in which he/she desires to do business. Employee may only originate loans ~n the state wb~re he/she is licensed and Emp]oyee and/or hi~er br~(~ are physically ~ocated, unless o~er,~ approved by management in writln$ Plebe ~ntact the Comply for a 1i~ o[ approved stat~. Employ~ ~s required to b~ lice~ed ~d a~ to complete at! n~essa~ steps w~thin ~he Nationwide M~gage Licensing System & RegisiD, ("N~S") to associam with the Company. a) Maintenance of Current Licensure, It is Employee:s responsibility to renew and keep all required registration, licensing and traiNng obligations continuously current. It is Employee’s responsibility to provlde documeraation of license renewal at the time of renewal and as required and requested by the Company. Employee musl be current with I~censure to originate loans. Failure to MaintNn Licensure - Shgutd Employee fail to renew his/her license or if Company is unable to verify that Employee holds a current [icense, then Employee wil! not be allowed to originate loans and may be placed on unpaid suspension and/or be subject tO immediate termination. Employee will have a maximum of 30 days to produce verification of current Iicensure. If, after 30 days, Employee has not: produced verification, of cun,ent licensure and Company is unable to obtain NMLS vev:fieation, he/she will be ~erminated for failure to meet minimum requirements of the position. Employee is not entitled to commission on any loan origi,ated at any time when Employee was not properly licensed. Employee verifies that be/she does not hold a current and active Real Estate License, (a) Compensation; Benefits. The Employee shalI receive cash compensation :of $2,000.00 per month as his/her salary to be paid on a semi-monthly basis in accordance with the Company’s regular pay day schedule, which will be a draw against commissions and other compensation =amed as set forth below. The Employee will also be eligible to receive commissions/bonuses in accordance with Exhibit A attached hereto; provided, that, the Company may amend this Agreement from time to time to provide Employee with m’a adjusted base armual salary and adjusted periodic bonuses as it may deem advisable in its sole diseretlon. Commissions are calculated by deducting the Base Pay paid during the current pay period, from the aggregate commission. [n the event that Employee’s Base Pay for the applicable period exceeds the commission, any negative balance will be carried over and reduced in the calculation of future commissions. It is understood that Employee 5s not entitled to commission simply for procuring a lean. N~ commission is earned, accrued, or payable to Employee unless and until the loan has closed mad funded under ~he Employee’s supervision. As defined herein, a loan [s nbt closed unless and until ~he loan has gone through closing, all monies l,.ave funded, any resdission period has expired, and all proper documentation has been filed in connection with the loan, and in accordance with appiicable federal, state, arid local mortgage lending laws and regulations. In the event that Employee fails to obtain reimbursement for the Company on expenses on loans that do not close, or the commissions are recaptured per the Company’s Secondary Marketing Policy Manual, such company (or borrower) expenses reduce the Employee’s gross commission as stated in Exhibit A. Employee agrees that iia the event helshe believes there is any error in connection w{th the calculation of his/her commission, he;she wil} raise any sueJ~ disagreement in writing with the ~ompanyt within..3.0 .d.ays.o_f" payme.nt o..f yhe,:p.o~mi.s.s!on... Fa~ure to do so acknowledges agreement with the amount of the commissions paid~ Employee agrees that upon the exeetrtioh 0f this Agreement, II’Je~e are no disputes pertaining:to compensation with Company and.that Employee has received all pay and ~ompensa~ion due to him/her as- of ti3e date of the execution of this Agreement. Employee agrees and acknowledges that the Company is: under no obligation to provide Employee wifl~ benefits, including, but not l{mited to, health i~surance; provided, that EmpJoyee will be enti~ted to any benefits the Company makes available to its employees in the ordinary course of business. Employee shall be entitled to receive vacation and sick t~me per the Company’s employee handbook. Such vacation tSme to be scheduled by mutual agreement of the Company and Employee~ EmNovment _Agreement - Page Janpary t, 2014 CONFIDENTIAL APF00000240 3. Representations. (a) The Company represents and warrants that this Agreement has been authorized by all necessary corporate action of the Company and is a valid and binding a~eement of the Company enforceable in accord~ce with i~ terms. (b) The Employee represents and warrants tha~ he/she is not a party to" any agreement or instrument Nat would prevent him/her from enc,ering into or performing his!her duties in any way under this Agreement. Assi~ment: Binding Agreement. This Agreement is a personal contract and the rights and interests of the Employee hereunder may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by him/her, except as otherwise expressly permitted by the provisions of this Agreement. This Agree~aent shail inure to the benefit of and be enforceable by the Employee and his!her personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If the Employee should die while any amount would still be payable to him!her hereunder had the Employee ~ondnued to live, all such amotrats, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreemenl to his devisee, legatee or other designee or, if there is no such designee, to his/her estate. (a) The Company agrees that upon or plSor to the commencement of ]~mployee’s e~mp!oyment, the Company will provide, or has provided, Employee wi~h Congderrtia] Information (as defined below), l~ exchange, Employee agrees ~ot to disclose such Confidential Information o~her than as permitted in this Agreement and to use the Confidential information solely for the Company’s benefit. t’b) Tl~e Employee ackr~ow]edges that: (0 the Business is intensely competitive and that the Employee’s employment by the Company will require that the Employee have access to and knowledge of confidential ~nforma~ion of the Company, including, but not limited to, the identity of the Company’s employees, customers, payors or suppliers, with whom the Company has dealt, the kinds of services provided by the. Company, the manner ~ which such services are performed or offered to be performed, pricing information and other contractual terms, informatSon concerning the creation, acquisition or disposit,.’on of products and services, creative ideas and concepts~ including financial systems, computer so$tware applications and other programs, research data, personnel information and other trade secrets (coltectivdy, the "Confidential Information"); the direct or indirect disclosure of any such Confidential Informatio~a would place the Company aI a competitive disadvanlage and would do damage, monetary or otherwise, to ~he Company’s business; and (iii) the engaging by the Employee in any of the activities prohibited by this Section 5 may constitute improper appropriation and/or use Of such Confidential Information. The Employee expressly acknowledges the trade secret status of the Confidential Information and that the ConfidenCe] hfformation constitutes a protectable business inter~t of the Company. (c) For purposes of this Section...5., the Company shall be construed to include the Company and its parents and subsidiaries .engaged in the Business, includinE any divisions managed by the Employee. (d) During the E~ployee’s e~vloyment with the Company, and at eli times a~er the termination of the Employee’s employanent, t3ae Employee shall not, directly or indirectly, whether individually, as a d~reetor, stockholder, owner, partner, employee, principal or agerrt of any business: or in a~y other capacity, make kno,am, disclose, furnish, .make available or utilize any of the Confidenti!l ]nformatlon, other than iz proper performance of the duties contemplated herein, or as expressly penv, itted herein, or as required by a court of co.mpetent jurisdiction or other administra¢i~e or legislative body; provided that, prior to disclosing any of the Confidential I~formation as required by a court ~r 0~er administrative or legislative body, the Employee sha!] Agreement - Page 3 Jat~ua~, l, 2014 CONFIDENTIAL APF00000241 promptly notify the Company so that the Compare, may seek a protective order or other appropriate remedy, The. E~ployee awees to return all d~um~ or other materials containing Confid~ti.~ !nformat~on, including all photocopies: ex~acts and sum~es th~eof, ~d any such info~ation stored electronically on t~s, computer dis~ or in any other m~ner to the Company at any ~me upon request by the Company and immediately upon the termination of his employment for any remon. (e) For a period of one year following the termlnation of the Emoloyee’s employment with the Company, tile Employee agrees that he will not, directly 0r indirectly, for his behest or for the benefit of any other person, firm or entity, do any of the following: (i) solicit from any customer, payor or supplier doing business with the Company as of the Employee’s termination, business of the same or of a similar nature to the business of the Company with such customer, payor or supplier; (ii) solicit from any kno~r~ customer, payor or supplier of the Company business of ~e same or-of-a similar nature .~ that Which has been the subject of a known written or oral bid, offer or proposal by the Company, or of substantial preparation with a view to making such a b~d, proposal or offer, within six months prior to the Employee’s termination; (iii) recruit or solicit the employment or services of, or hire, any person who was ~own to be employed by, or a consultant of, the Company upon termination of the Employee’s employment, or within six months prior thereto; or (iv) otherwise knowin~y interfere with the business of the Company. Notwithstanding anything to the contrary contained in the foregoing, the prohibition contained i~ Section 5(e)(i) and 5(e)(ii) shall not apply to any cus~,omer of Employee that existed prior to employmem with the Company, provided the customer and their loan is ~ot being serviced by the Company. if) Employee acknowledges thal all leads and loans in process are Company’s property. Emptoyee agrees to provide upon termination a wril~en account of any and all open leads, business prospects, and/or loans in process as o£thedate of his!her termination, and agrees not to take anyaetion to divert such Ioans to a competitor or ~way from Company. Provided the Employee terminates in good standing and is available to t~elp with and participate in the closing process when requested, he/she will be eligible for compensa{ion on pending loans ~at c!ose within 30 days of termination. (g) The Employee wi.ll make ful! and prompt disclosure to the Company of all inventions, improvements, formulas, data, programs~ processes, ideas~ concepts, discoveries, method~, developmants, software, and works of authorship, whether or not copyrightable, tmdemarkable or pateraable, which are created, made, con~eived or r~dueed to practice by the Employee, either alone, under his/her direction or jofi~tty witch o~her~ during the period ~f his/her employment with: the Company, whether or not during normal working hours or on the premises of~he Company, which (i) relate ~o the aetuat or anticipated business° a~tivities or research of the Company, or (ii) result from or are suggested by work performed by the Employee for ~e Company; or rebel.t, to ~y e~ten~, fi-om use of the Company’s pr~ise~ or property (all ofwhich are collectively referred to in th~s. Agreement as "V¢orks"). All Works shall be considered "WORK MADE FOR HIRE" and shall be the property oflhe Compar~y, .and, to the .extent that the C~pany is not already coasidered the owner as a matter of law of any Works created, made~ conceived or reduced to practice by the Employee prior to the Effective Date, to the extent not previously assigned to flae Company, the Employee hereby assigns to the Company, without further compensation, a/l his/her right, title and imerest in and to such Works and any and all related ]rrtellect:ual property rights ~inc]uding~ but not l:im~ted to, patents, patent applications, copyrights, copyright applieations~ and trademarks) in the .United States and dsewhere. Employment Agreement.- Page 4. Janugzy],20]4 . CONFIDENTIAL APF00000242 (h) The Employee agrees, upon the termination of his employment, that s/he wit, immediately refiain from and discontinue making ~y representation to ~y other person or entity thar s~e is employee of the Company. ~ ~dition, the Employee a~ees to immediately d~lete any statements or ~pmsentations that sthe is an emplo),e~ of the Company from ~y soc~aI med~a ~te, including bu~ not l~mited to any web log or bIo~ journal or diary, personal website,’soc~at ne~orking or ~nity websile, web bulletin bo~d or a chat room, video or wild posting, personal newsle~er or other lntemet posting. Employee acknowledges making such representations or N~ling to co,oct such information on any social media site const~at~ a false, material statement offa~ that is de~iment~ to the Company’s legitimate business interests. (i) The Employee acknowledges that the services to be rendered by hin~’her to the Company are of a speci~A and unique character, which gives this Agreement a peculiar value to the Company, the loss of which may not be reasonably or adequately compensated for by damages in an action at law, and tl~at a breach or threatened breach by him/her of any of the provisions contained in this Section 5 will cause fhe Company irreparable inju~. The Employee therefore agrees that the Company shall be entitled, in addition to any other right or remedy, to a temporary° preliminary.and permanent injunction, without the necessity of pro’,dng the inadequacy of monetary damages or the posting of any bon~-or securi~, enjoining or restralrdng-the Employee from any such violation or threatened ~doIations. 0) The Employee f~rther acknowledges and agrees that due to the uniqueness of his/her services and confidential nature of the information s/he wilt possess, the covenants set forth herein are reasonable and necessary for the protection of the business and goodwill of the Company. (k) If a court of competent jurisdiction determines that any terra, covenant, or provision of this Section 5 is invalid or unenforceable for any reason (including without limitation unenforceabil’~ty due to overbreadth, vagueness, or unreasonableness of duration, scope of activity, or geographic area), then this Section _5 shall be deemed divisible, with all other terms, covenants, and provisions remaining in full three and effect, and the invalid terms, covenants, or provisions shall be deemed aut0matically reformed and amended to inNude only such terms, covenants: and proviNons (~ncluding terms, covenants, and provisions feinting to the duration, scope of activity, and geographic area to which this Agreement appti~) as the court determines are valid and erffor~eable, and the provisions of this Agreement as so amended shall be valid and binding upon Employee and the Company as though the unenforceable portion or provlsion had never been included in ~his Agreement. 6. Non-Disparagement, The Employee agrees that s~ne will not make false, defamatory, or disparaging statements or representations abo~t the Company to any other person or entity, including without limitation, to any customers or suppliers of the Company or any of their represematives, whether such statements or representations are in person, in writing, or on any sociaI media site, including but not limited tO any web log or blog, journal or diary, personal website, social uetworldng or affinity website, web bulletin board or a chat room, video or wild posting, personal newsletter or other Interact posting. Inderrmification. Subject to and as permitted by the regulations promulgated by andlor pursuant to HUD, FHA, RESPA and as allowed by any federal, state or long! taw or ordinance, Employee shall indemnify, defend and hold harmless the Company from and against any and all losses, claims and liabilities resulting from Employee’s material breach of this Agreement (~nctuding, without ~imitation, a misrepresentation under Section 3(b)) or any l~abitffies of the Employee w~idh ~ros6 ~ri6r tb the date of this AgreemenI. " " Not{cos. All notices and other communications under this Agreement shall be in writing and shall be deemed gi-~en when delivered personally or on~ -business day following mailing by overnight clef{very service or upon receipt or refusal if mailed by certified mail, .-et~.’rn receipt requested, to the parties at the following addresses (or to such other address as a party may have specified by notice giver~ to the other party pursuant to this provis~eoa): .!~9.~¥men~,A_.~,~ment - Page 5 January 1,20t4 CONFIDENTIAL APF00000243 If to Company: Ameripro Funding, lnc. Arm: Lora Gray 8300 N, MdPac Expressway, Suite ]20 Austin, Texas 78759 1fro the Employee: Michael E. Task 9550 Savannah Ridge Drive Unit 32 Austin, Texas 78726 9, ~nfire Agreement. This Agreement contains a!l the understandings between the parties hereto pertaining to the matters referred to herein, and supersedes any other undertakings and agreements, whether oral or in uniting, previously entered into by them with respect thereto. The Employee represents that, in executing this Agreement, s/he does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject ma~er or effect of this Agreement or otherwise. However, this Agreement does not supersede the Company’~ rights under any other agreement between the Emp/oyee and the Company that (i) protects the Company’s proprietary informatio~ or intellectual propergy, or (ii).prohibits Employee from competing with the Company or soliciting the Company’s empIoyees, customers, payors or suppliers..- rather all such rights of the Company under any such agreements sha~l be in addition to the rights granted in ff~is Agreement. 10. ..Waivers" and.Amendmeo~s. This Agreement may be amended, modi~ed, superseded~ canceled, renewed or extended: and the terms and conditions hereof may be waived, only by a written instrument signed by the parties or, in the ease of a waiver, by ~he party waiving compliance. No delay on the pan of any party in exercising any righL, power or privilege hereunder shall operate as a waiver thereof, nor shatl any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any fighl, power or privilege hereunder preclude a~,y other or further exercise thereof or the exercise of any other right, power or privilege hereunder. I I. Governing Law. :l’his Agreement shall be governed b’y, enforced under ~d construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule thereof. This Agreemen~ shall be construed as if both Parties had equal say in i~s drafting, and thus shall not be construed against the drafter. ]2, Submission to Jurisdiction; ~onsent to :Service of Process. Each of the parties hereto hereby irrevocably and unconditionally consents to submit ~o the exclusive jurisdiction of the courts of the Slate of Texas and of the United States, in each case located in Travis County, Texas, for any lltigat~on arising out of or relating to th~s Agreement and the transactions contemplated hereby (and agrees not. to commence any litigation relating thereto exeept in such courts). Each of the parties hereto hereby irrevocably and unconditionally waives any o~eefion to the’laCingof ~fiue of afly litigation arisihg out df fliis Agreement br the tmnsaction~ contemplated hereby in the courts of the State of Texas or of the United States, in each ease located in Travis County, Texas, and hereby further irrevocably and unconditionally wMves and agrees not to plead or claim in any such cou~ any such litigation brought in any such court has been brought!n an inconvenient forum. 13. Assignment, This Agreement, and the parties’ respective righls and obligations under this Agreement~ may not be assigned by any party without the prior written consenl of the other party, except that the Company may assign this Agreement to an), of its subsidiaries or affil.iates or to any successor by me~ger or sale EmP!0¥meEt Agreement - page 6 January l~ 2014 CONFIDENTIAL APF00000244 of all or substamia]]y all of the Company’s assets, without the Emp.~oyee’s consent provided that the assJg~.ment does not diminish any of the Employee’s benefits, rights or oblige{ions hereunder. 14. W~tliholdi~g. All payments to the Employee under this Agreement shall be reduced by all applicable withholding reqtiired by federai, state or local taw, ] 5. Facsimile Execution and Det’;verv, A facsimile, electronic mait/PDF or other reproduction of this Agreemen! may be executed by one or more parties hereto, and an executed copy of this .Agreement may be delivered by one or more par!ies hereto by facsimile, electronic mail/PDF or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shatl be considered val:id~ binding a~d effective for all purposes. At the request of any party hereto, all par~ies hereto agree to execute an original of this AgreemenI as well as any facsimile, electronic mail/PDF or other reproduction hereof. 16, Co_un~eroarts. This Agreement may be executed in 9~vo or more counterparts, each of v0hieh shall be deemed an original-and all of wh.ich together shall ~onstitute one and the same instrument. 17. Severabili _ty. If any provision of this Agreement is held by final judgmem of a court of competent jurisdiction to be invalid, illegal or unenforceable, the invalid, illegal or unenforceable provision shall be severed ¯ from fl~e remainder of this AgreemenL and the remainder of this Agreemen~ shall be enforced. !n addition, the invalid, illegal or. unenforceable provision shall be deemed to be automatically modified, and, as so modified, to ba included in this Agreement, such modification being made to the minimum extent necessary to render the provision valid, legal and enforceable. Notwithstandjr~g the foregoing, however, if the severed or inedited provision concerns all or a portiere of the essential consideration to be delivered under this Agreement by one party to lhe other, the remaiNng provisions of th~s Agreement shall also be modified to ~he extent necessar3’ to adjust equitably the parties’ respective fights and obligations hereunder. 18. lnte~retation.. The words "hereof," "hereto," "herein" and "hereunder:’ and words of ~imilar impo~ when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Article references are m this Agreement unless otherwise specified. Whenever the words ~’inelude," ";.ncluded" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The descriptive headings herein are inse~,ed for convenience of reference only and shall in no/way be construed to define, limit, deseribe~ explain, modify, ampIify or add "~o the interpretation, COnStruction or meaning of any provision of~ or scope or intern of, this Agreement nor in any way affect this Agreement. in "this Agreement all references to "$" are to United Slates dollm’s. All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant hereto unless otherwise defined |herein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Personal pronouns shall be construed as though of the gender and number required by the context, and the singular shall include the plurai and ~h~ plural the singular as may be required the context~ The parties hereto agree that no party shall be deemed to be the drafter of this Agreement and the! in the event this Agreement is ever construed by a cour~ of law or equity, such court shall not construe this Agreement or any provision hereof against either party as the drafter of the Agreement. Agreement - "Page 7 ]anuary I, 2014 CONFIDENTIAL APF00000245 19. Effec._t!2~ Date_. After this Agreement is signed by botch Parties, this A~eemem shall become. effective upor~ Employee and Company establisNng a relationship and sponsorship on fl~e NMLS ("NMLS AffiIiation"). If the NMLS Affiliation occurs prior t~ the exeeu~Son of ~h~s Agreement, the effee.tive d~te h~reunder shall be the ~iate both Parties have ~x~euted this Agreement. tN WITNESS WHEREOF, II~ parties hereto have executed this Agreemenl to be effective as of the Effective Date. :COMPANY’: ArVllg.RIPRO FI.~’I’qDI.N G, Texas ~orporation .-- .-... ,/ ./ / .." ,;o" .4 -"" . " Larry ~rispiRegional Sales Manager - TX. OK Hrngtoymeat AN-egment - Page SanuaO, :I, 2014 CONFIDENTIAL APF00000246 EXHIBIT A Commission & Bonus Schedule Sa|es Manager, Texas In addition to the base compensation described in the Employment Agreement you are entitled to receive the f’ollow,.’ng: 1) Commission Calculation- Allocable ~evenues for the entire Lakeway Branch (152i80) (BPS x volume from commission schedule below) teas Commission Offset Balance less Uncollected Fees less Approved Business Expense (~,n accordance with the Company’s accountable expense reimbursement p!an)equals Gross Earned Commission. 3~ffeetive for all loans funded on or after: Januar~ L 2014 ! $0 - $1,437~4.~3.. !O I $2,874,945 -$5M I 23 I $5,o00,00]- $7.5.~ I 28 ! $7.5M- ’~10M I 30 Corn missignf~n u s,,P, a..v Schedule. Semi-monthly: Commissions are paid on a semi-monthly basis. A.~,I loans wkh a Payroll Eligible Date from the ~" through the 15~ of the month will be paid on ~he last day of the month. All loans w~th a Payrol] Eligible Date from the 16~ to the end of the month are paid on the 15~ of the following month. Pa’¢roH E1igibiiitv Date: -Loans where AmeriPro Funding, Inc. is tb~e creditor: funding date -Loans where AmeriPro Funding, Inc. is the broker: the day following completion of loan check by Quality Control m~d Compliance 3) Guideline~ a) Should the Lakeway Branch (152180) be eligible to receive a Secondary Marketing Incentive bonus, such bonus will be paid accordingly: i. 70% to Michael H. Nasserfar Ji. 30%to Michael E. Task b~ Employee is allowed to broker loans through Company approved eha~mels (provided he!she resides i~ a Non-ProduCing or Retail designated branch). X Yes No [signature page follows.? Employment Agreement- Exhibit Janua~],2O~4 CONFIDENTIAL APF00000247 ,loyee Signature Branch Manager Signature . Employee Name Branch Manager Name Date: Date: Aecepied: A m er iPr,oilZ~i)fidin g; By: .,<’:’~"~" "..:.. l " Empioym ent A~,q’ee!~aent- E.xh ibit January l, 20 i 4 CONFIDENTIAL APF00000248 EXHIBIT B Prod u etion M~na get Disclosu res ] hereby certify thefollowing: I am a licensed real estate agent and hold a r~i estate sales license Y ~N 1 have a cur~nt.and valid originator license with the ~LS ~ Y. N Err~loyee Signature Employee Name Date: Emp!oymenl Agreement- Exhibit Januaryt,20]4 CONFIDENTIAL APF00000249 1 13 APPLICANT'S EXHIBIT NO. 18 25 AMEP~PRO Fb~D~G, INC~ Loan Of~ ~ .~e~ m~ B, ~ae Comganv desk"~s +~hat the ~mp!oyee se:x’e as Lore 0 "fi~z ~cr’t:,e ,..o,.,pm-..y s ~, ~noh.. desiumte,d as 1f2~80 ard fia~ Emp]oye~ desires ~ hold such VJsi~on under the term~ ~cd ~nd,.’~ion.~ of ~is Ag~meat. C. The i~-ti~ de,~.k-’e to en~r into :his Agreement sett~,g forth ~e torts and eondkions of the emp:.oymen,* r~ia:~onship of Lbs Employee ~th th~ Czmp~y. NOW, THEK~FORE, th~ parties a~’se as foIIows: I. Position A~.W-~t]. Empioymer.:. Employee under.ands mad aeknowl~ges that ~r emplo~ent w~ ~ne ~ny is for ~ ~n~edfi~ ~a~ and co~ti:~ "~-,~I1" ~plo}~enL ~abj~t to ~e Isis of~s ~’& or w~ou¢ ~ ~ or for ~y ~ no ez~, at ~e ~on elthw of One ~mp~y or ~ploy~, -Mth or w~ho~ noti~. L Scope of Au~kori~ Em9loyc~ ~-eknowtsdges that h~¢shs has no rig~ or euthor~ty, express ~ k~’p.lied, lo b~x5 or c~a.~ a~.y ob!igatio~ on the part of Ccmpar~y, w~Chout fl’~ exp.,~ss wr~tt~,~ cogent of an o~cer of~be Corapmy. 3, Duties a) Employee sl~l b~ ~r..,ployed a~ a Loan OR~ce.r for Compau-y, Employee’s primary du~es ~,~] b~ to ~Eiz~ ~s/hex knowledge, trzkn~4 sad exp~ee to ~oiieit, ori#r~.~, seLt and faeili*2tc the proc~sir,g and closing of’lotto products and financ.fftg of r~siden~,a~ real estate tra~saCdim.s or: behalf ofth~ Company’s customers. b) Employee aek~owle.dges, h~/she ~oes not e.t:d will not wo~k mor~ than 40 hours p= wee.k, u~Jess addifioc~l botts ~.’e approved in advane~ and in wr~r~ by "hi~e~r 8u~rds~. Any ove,rtime ~ will b~ evaluated based ~pon the Loan Offic.~r’~s produc,th,~" as o~ly ~¢aose Lo~n Officers suf~eleP~ produ~i~ty justifying a depa,nure .fro~ 40 m~.mur~ hours ~ll b~ comidered for approval, Loan Officer’s past requests ~r ov~rSme gnd evaluation of performance du6mg such p~rlods will, as appliceblr, b~ eonsidereA ~ d~,~inL,~.g wh~’dle.r ov~..~"n¢ ,-e~..ae,.rts will he approved. Emplcy’e~ must at th~ end ~ each w~k s~bmi". R time s~et via Lhe Company’s pn~oll 6..-aek~eping s’)’st-,xn, Expore.z,t.r:~ which ac.~urmely refl~’.s al! hvu~ worked. Fai!ure to do m may res,’d~ in a delay in payroll. E~nployee may not, for e.~~ reason, fa!.s[fy." ~ ffme sheet or subr@. inaeeurat~ time sheet as ~bis doeumea’ct is used. ~r payroll ptu’peses. In addkltm, ~I~ work for your job with A,-ner~Pro Funding must be considered compensable end reported a~ work time, even if !t is worked outsid~ t:.’.~ oi~ee cr at home. e) F~naployee undone.ntis ~hat it wilt b~ h~s/har respor.sibiIRy to develop referral ~urces and iomas by customarily ~nd regt:larLv ~d, ng with t~ke Fub]ic outside ar.d away from Comp~y’s of:flees, or Employee’s home office. In order to s’ae~ed, Emp!oy~¢ mrst sper~i ~e ,~st majofib" of Ma"! i, 20~4 Applicant’s Injunction Hearing Exhibit 018 CONFIDENTIAL APF00000339 ~a~ect 1o the Com~ny’s d~ct~o~ a~ cow,oZ. D~rhg Employee’s ~.~toyment w~th Company, Empk,yee shall no~ entar ~m~ or ~ue ~uy ~mpioym~nt or ~nd~r aW s~rdce ~r eompe~s~o~ or remunwa;~ez ~o any ~rson or erASe.,, exeep~ Comp~:/, involved ~n the bus~n~ss of zW ~t e~t~te ~erdees related ~ndu~U¢ indud~g b~ not i:mit~d it, b~kdn~, mortgage ba~&~ng, or mortgage e) Employz~ v,’[!l cocperme ~th p~iodie ~-site audits a~d ~:~m[n~o~s t~ manze: of work in -~d~ Employee h~ ~a~ ~ for ~p~uy, duties, m~cr, ~d method of work ~hat 1-~ ~ev~o~ly z~ted ~#;e~ ~ne p~es Knee ~e inception of~ek ~ploym~t reIzfions~p. p~tishcd or oth~-w~se di~emi~ated ~y ~-~ Company ~ "~ ~ ~i ~pH~b;e f~e~= ~, ~d ie~ Hzudboo~ CompzW Loan Offi~ Compensa’Een and Brokered Lo= Poiicies. Employee :s mspom~]e for abiding by a1I 1~nding laws avd may not m~slead, a~er, falsi$" or fmcdutenfiy cMnge mW d~u~n~fion or ~mmtt ~aud Ln my m~er wiLh re~fion ~ ~ny ~ fde ~ my s~a~ cf ~a~ lean pro~. Employ~ may not ~eer c~tomers to toaus ~n o~er to ~,cr~e ~ m~m~ pe=on~ com~s~ion. Employee may n~t e~o~e auy c~tom~- lo enter kn~o ~ lomu urEe~ Lo~ O~cer h~ z good ~i~ b=~ef that ~.h~ c~tom~ h~ ~ £bi~ ~o rope" ~e lomn, Em~oyee may no~ ~i~ a customer in closlng a !o~ gEmployee h~ ~affid~ rc~ to ~eve th~ c,~tom~ ~ ~ox~Sed m~t~v false of w~ch he/ahe ~ec~es awae, in vioikfion of 5= a~, io ~ ~eKd~ ofihe Company. 5. ComDensatlon ~ Emp~lovee Comp~.ny gnd! pw.¢ Bmployee eompe~a~oz f~ set’does pefforme~ m~der ~ A~-,~eement, as fo~ows: a) Base PEr. Com!:.zny ~l"m!I p~,o Emp!oye~ an ho-.~y wage ~ ~.25 (~e ’~ Pay"). ~ ~e event Emp~oye~ ,~o6~ beyond ~0 ~um, ~t~ne shall ~ ~fitled to ~on~ pay ~ the a~ount of t~es th~ re~al~ ra~e for all ~’e~ime hou~s (ho~s ov~ 40) world h s v,,~k, Tn~ reU:~ calculated by dividing the ~ ho~ ,.vef negative ba!~ces exit to ~.e e~ ~ hi~n~ co~/ssior~ c.an be rerun. Un~r FmV~=r, rm addifi~i ov~dm~ pay, or pay for de~a~ c=mpaD" ho!id~, ~med vacation, ~ick o~er ~provcd p~id t~me offwRl be w~:racted ~n ~cda~ng ccmmi~ic~. r) The Co.any h~ ~ ~ec~at~on ~h~ Emplwee wi~l ~:nd a ~m~ of v~:o fi~ ~en !onus mon~ or six fi~t lien l~s p~ rollhng t~¢~ men~ ~dod. ~’tb~ ps~o~snc~ metfi~ is not CONFIDENTIAL APF00000340 ~rmlnate Emp~oy~’s employment Compm~y may a~ust Employee’s ~omm~s~on and 5our~y wage ~nded ~der the Employee’s supe:vision. As de,ned hsre~n, a ~omn is not closed unless and until ~hs loan h~ go~e through c!ost~. comnec~io~ w~h the loan, ~nd m ac~rd~ with ~pHcable realm’el, sta~e, m~d !~[ mocg~ge Ia~ and regu~fio~, In th~ event t~ ~ptoy~ ~J~s to ob~ re~m;~u~emem for ~=~ Comp~,y o: e:~ev~ do not close, or fi~e cow_m~ss~ons ~e :~ap~d p~r ~e ~mpany’s Seso~da~" M~<~{ng of h~s&er ~m~m~ssion, h~%he wi~ raise any ~U~h d~sagreemer~ ~n "~.~5~g w~tb the ~m~ny, 60 days of pan, eat of th~ co~_~ss~o~. Failure ~o do so a~nowledges z~eeme~t w~ the amounl of the commissions pa~d. Employee ~ tb~ uF~n the execution of" ~h~s A~emen% comFe~at[on due to h~er ~ of:he date of the execution of ~>is A~e~enl. i~mp|oyer ~q:llrs tha: Employ~ holds a mo~gag~ loan o~tor ~ce~le ~ requ~r~ by ~he SAiE A~t ~d the appii~bl~ r~te h which he/she d~s ~ do business. Employ~ may only off,hate ]oav~ in ~e ~ta~e where h~she is Iice~ed and Employee an~or h~her branch ~e p~ie~’ io~1~, ~!ess oth~se ~p~’ed by m~ment ~n ,~Nng. H~a~ ~n~ ~M Company for a g~ of ~pmved sm~es. ~mployee is raqN~d ~o be licensed ~ agnes t0 complc~e al! ne~" ~eps ~btNn the N~onwgde ’Mo~gage L~cens~ag Sy~em & Regis~ (’~S"} ic ~ocla~ wi~ 6ne Compmwy. Maiater~_nce of Current Li~nsr~e - R is Employee’s re~pensiNH~’ to renew ~d ke~ all requi~ regis~ti~ [icer~ing ~ ~Jng obii~tio~ co~{nuc~y cm~ent It i~ E~1oy~’s respo~sibN~ ~ro~bde doeumenta~on of ~[ce~c r~e~ at ~he ~ of ~newal md ~ rNc~r~ z~ ~:d by f~ ~ompany. Empioy~ mu~ be o’~re~t with Ho~e ~ ~e !ena. b) ~dN~ to M~n~iu Ltca~s,~e - Should Empic.ye~ fNt to renew i~#aer lice~ or g Company unable to ~"/ina~ Employee ~1~ a o-~l li~er~e, then Emplo: ~ w~ not be a[l~wzd ~o o~e ~ have a m~imu~ of 30 ~}’s~ to produ~ vwLq~on of c’~mt/~mdre, i~ aeer 30 days, EmN~’ee h~ not p~duced verifica~on of ¢~a~n: ~n~m~ md Co~y is ur~l~ m obt~u N2~S properly licensed. Employee ve.’i~ tha.’, h~¢she does not hotd a e~rent and act;,ve R~.at Estate L~eer~e. 7, No Existing Restrictive Covenants Employee verifies "~ ~,~* I~o non-~ompet% non-~oHil~on or cor~denfia~’ a~eements ~’~ ~,y o:her ~mpany, pe~on or critiC" a~ bhndNg upon b~er ~ of ~he d~e ~is A~e~m,n/. CONFIDENTIAL APF00000341 h~l~ss and d~f~nd Compe~’, f~r my ~ ~i ~nc~d by ~ Com~a~’ ~ a r~nl~ of any v~o~don by 9. Retarn of Records and Pagers E:n;~oyee a~’~s upon ~h~ c~ss~fion of bd~i~ ~mp~o}~ w~5~ Comply for ~y r~on whatsoever, to r~:~ ~o ~b~ Pres~d~n: cf Co~ny, a~! Comply ~u~pm~nt, ~ncIud~ng but no~ l~m{t~d to comFu~r~ or i0. Employment Rcp.,-’esen/at~on Emv!oyee "~ar:.h~r agrees, upon the te~na~on of Ns emp!oyment, ~hat h~s~ w~l [m~:dNteIy refrain fro~ and d~confinu~ m~ng ~-~v rep~en~a~en ~e ~y o~her pe~on or ~.d~: t~a~ h~she }s ~u empI~ye~ of the Comply. ~n ~difion, ~h~ Emplo;,’c~ ogees ~o immedi~dNy delete any s~a~m~ or Bmplcye~ actmoM~dges ~hat makNg such ~r~s~a~icn~ or fa~ting !o ~rre~.~ s~ch ~vZ~a~ion cn any 1L Demt~sabiIi~ ]n th~ event EmNovee d~es ~or b~omes disff~ed su:h ,.:~. E..pl~. ~ ~wot ~n~ica!iy p~o~ ~y gaim*A a~.p!ov~n[ for a p~riod ofa~ Ie~t ! 80 ~ys, KmNoyee (~n&’or t:u¢ Es~e, ~ ap~lic~lN sh~ be such loans 1o cemp]eSom E~loy~ ackmowlefiges ~>~t ins bene~ i~ in exchan~ ~r t~ exe~u~on of a~ to provide up~ tc~L~ion a ~5~en Ic~s kn Toe, s ~ of~he dine efN~raer ~dnation, mud to a comp,Gtor ~ aw~ ~m ~mpa%v. Prided oompensafion on ~ng lores fn~ dose :~i~ 30 I3. TheBmploye, ~ccs ~na~ h~%~ ,a~i~ not m~ i[4. AlternatN’e Dis~l~te Resolution rektio~Np ~,d/or t~ A~’~menL p~or to ~itiafing ~y ~h~g% I~ proceeding or ¢omp!~nt ~n ~y a&miNs~a~ve ag~cy or couP. ~ue P~ ~tend~g to Lnifia~ such a olakm or pro~edNg, ~q~ N !~t CONFIDENTIAL APF00000342 ~m~ z~-om s~k~g iempora~y injuzcfiv~ relief ~ a :~a~ of ce~eter~ j~dizfion to prevent [~epa~.b!e ~arm, p~nding ~ :Nine obtained ~h Arb~ion. Fresher, nothing h~n slna[l ;r~lude ~ !~. Severabilit~ - ~ne Pa~ies agree ~at to tine e:c.cn{ that any ore,talon or portion oft,his Ageement sMtl be hdd, fe,~d, or deemed ~o be m~s~onabi% ~la~at or ue.~/arce~!s by a co~ of ~m~cnt jurMi~ion, ~h~n ~ay such applicable !aw, ~d gnat it wiil net aqe,~ any other ~on, or pro~qgon of ~Ns ~e~t, ~:d N~ P~ies a~d ~ny sugn pr~Non er po~on th~£m ~ 9!te~ ex~ pe~xcd by app~c~ie ~w, ex~,~es Compm~’ incu~ {n {nves~gadng ~nd enforcing ~ ~v~n~,ts con~n:d h:~in, Lnc!uding fee~ m~ ¢x~ns~s induced phor to fiIkng suit. a~men~ or unders~ding% orN or ,avk~ ~:,.we~n B~Io}~ ~nd ,’met:Pro ~d~g. R :s f~r I9, Volm~t~rv Agreement Employee aeknowI~ges ~hat he~sh~ Ires b:=n given sufficient time and oppon~ to review, consider, Nrced to si~ tN~ A~em~nt ~d~r d~a CONFIDENTIAL APF00000343 A~ment shal! b~ c~n~aeg a~ if b~th Pa~ies had equal say ~n it~ dra~g ~d fi~us ~hali no~ be 22. Non-Waiver A waiver cr inaction by ehhcr PaWo #’. a b-:~ach+ cf any+, ~oviion~.~ ef thJ~ Agr~cm~.t sh~! rot oosm~e, nor be ¢o+~t---a~d as a waivar by g’..th~r Pa,.’~,- of any subscqusr~ breach of the 23. Full ~md Coml~lete A~reem~n_t This Agr~emen~ s¢.ts fort!’, 2he er~ ~rs~nding and a~e~m~! of ~h¢ Pa-:{~ b~.r~o supersedes any ~d ali prior or contc~,p~u~o~ a~me~ or understa~dku~ betw~n :~ ~t~er Pa~’ to c.om~ ~ t~ms or tc cha~ng~ ~ v~idi~’ her~ofi This A~m~t may n~ except in ~ffing bawe~a all Pmi~s hot,to. ~ ora! promiae~, ~st~a~z~. ~me~, or ~ud~r~nd~g~ After ikis Agreem~n.*. is s+gncd by both Pa’~-ies, ~.is Agreement sh~I bece~ ~T~dw upon Employee a~d C~p~uy ~tabiis~g a rcl~o~EF ~nd spomo~hip on ~ ~S ~’N~S ~filiafion’~, If the Funding, By:. Dat~: M~ 1o2o!4 CONFIDENTIAL APF00000344 Company i) ¯ Empicyee generated lead: 70 ¯ ~omp~,. generated ~d: 20 2) Bonus Eltg;.bi|i~,., Yes X A~ ben~s must be h: th~ ,Commissi,on/Bonus Pay -Schedule Sem’.,-monf,~y: Ccmm~ss:o~ibon~as~s EH~bI~ Dm~ ~om the ! ~ ~ro~n ~ !5 ~ of the mon~ w~lt be prod on ~ ]~ ~" of ~ mov./h. All low~ ~= follow~g month, broker; ~ day folle~’~g c~l~fion of lore Yes X ~o CONFIDENTIAL APF00000345 r~sid~s in a Non-Producing or R~tail des:’g~ated b~n~E). Y~s X No Branch M.a~a~r N~m~c By:. May I, 2~q4 CONFIDENTIAL APFO0000346 E~IBIT ~ hereby c~ra)$, the fgf~c*,,q~g: CONFIDENTIAL APF00000347 1 13 APPLICANT'S EXHIBIT NO. 19 25 E_mplovmen~,A~r~ment Amendt~eat This Emp!oym~t Agreement Amendmznt ("Amendme~") by a~d b~-~ .~ro Y~din~. inc. ("Cem~anv") ..... and Tvco~ R. G~sn~y (’~m~ioy~") is effective ~is ~ ~ ~v o~" May.’. 201~ ("Effects, e " Da;~*-’-;) ~d a*~ch~d to ~* ¢~mLn emplo)¢n~m a~em~nt ~’~en Company and Em#oy~¢, originally dated May !, 20 !4 ~--IEREAS: on May 1, 20]4, Compan2,," and EmpJoyee entered La:o ~m Employmem Agreem~ng WHER.EAS, Company and ,Empl~,ee mtm~aity agree to amend ~e -=erms of Employee’s compen.~fion l~;,~.en~ as se~ forfin in the Compensation E.xh~it;." ~R_E.AS, all other ~enns and conditions-not.speeificaliy deleted,, amende,d, or added h~eunder s~a!! remain ~ Nil force and effecL Nothing eomained t~’~rein s.ha!] be comcmaed as am.-end.~g or modi~’ing ~he terms of the Employment Agreement (o~er ~an t~e Com.;~z:safi~-,n Exba’bit). NOW, THEREFORE, fin consideration of the foregok~,g promis~ and for other =ood and valuable consideration, the re~elgt and sufficiency ~f "M~ch is hereby .acI~owledg~, ~he ;a."fies @.- te amend -:he Compensation Exhibit as foEows: New Compensation Terms- The entire Compensation Ex2hibit is replied ~md super~ded by the a~ached First Amended Exhibit A, which is incorgoratexi h~r~in by mferene2,. 2. At-W[l|.iEmplo~,~nent- Company and F_-mpI0yee a~e ~ no.hag hem~ shall change or modi~" Employe~’s at-wi!l ~pio)~.:,nt status with Company. IN V~TIN~.SS ~TIEREO,, the par~:es here*~o have exe~ut,d-this Amendment as of the Effective Dam set forth, heMnabev¢. BY SIGN~G TltlS .~’~gNOMr_~r E.HPLOYA~; ACt~OWI~I:~-’~ rgAT B:EiSt~ ~ READ U.,-N’DtRRSTAN’DS TIEE T!,3R.M$ HERE.I~" (INCLLrl)L~G ALL ATTACt~.ME~,’TS) .~N~ AGI~’~.S TO BE tlOb.’3t~) HEREBY. COlVIPAN~’: EMPLOYEE: AmeriPro Funding, Lnc. a Texas cor-ooration/i::.. / Larry. Page i of-3 CONFIDENTIAL APF00000334 I) .Commission Calculation- A!le:able Revenu~ (BPS x vo!-am~ from ~crmv.isNon scheduie beiow) less C~ssion Offset B~nce [ess Uncolle~ed Fe~s ~s Approx~d Bu~ness E~se (~n acco;~nce wkh ~he C~V~y’s ac~m~able e~ense re~bursemem pi~) eq~L~ Gross Ea~ed Commission Effe~ve £or all }o~ns funded on or ~Rer: ~lav 1.20!4 Employee generated lead: 70 bps Cornpm-.y ge=erat~ ~d: 20 bps Th~ abov~ mentioned commission schedu1~: -do~s not apply writing 7.) Bon~s Eligibility X Yes No You shall’be ~eHg~bte to receive a bon~ of 20 bps per file Ln wN~k you act as the Loa~ O~cer A~is~t,~mduc~on Assi~u/. P~en: sh~I be m~e on or ~o~a me 15= of the mon~ for~ pri~- month’s produ~or. 3) Semi-momhly: Corm’nissions;oonuses are pNd on a semi-montNy b~is. All loans with a P~vmI! Eii~ble Dae ~om the !~ ~u~ ~a~ 15~ of~e mon~ M~ :~ p~d on ~e t~t ~y of~ mon~. All iom~ w~ a Payroll EH~ble Date ~om ~he !6~ to ~e end of &e mon~ ~e ~d on ~e 15! of 0no fe~c, whug mon~. P~’~’olt ~[ig~bi!i~ Date: -Loans w~ere A~eri2m F~g, gu:. ~s ~2ne credhor: fim~g da~e -Loans wh~re .A.m.e~’ro FundL~.g, Inc. is the bmk~: ~z @ fo~o~.ng co~’r_q?Ie~ion of I~ check QuatiV Conu’-o! and Compliance 4) ...... Yes X No b) Empioyee is ~lowed ~o bro~ ioems *~.~ugh Company approved ~hamneis ~zo’dded he;she r~i~s in a Nora Producing or Re~l desi~at~ branch). Yes X No CONFIDENTIAL APF00000335 By: Page 3 of 3 CONFIDENTIAL APF00000336 1 13 APPLICANT'S EXHIBIT NO. 21 25 Tenura Holdings, Inc. Tenura Operatin~ Subsidiaries An Equal Opportunity Employer A Manual of Employee Benefits and Human Resources Policies CONFIDENTIAL APF00000002 Introduction ................................................................................... 4 Receipt of Company Employee Handbook ............................................ 4 Purpose .............................................................................................. 5 At Will Employment ............................................................................ 5 Mission Statement .............................................................................. 6 Employment Policies ..................................................................... 7 Equal Employment Opportunity and Affirmative Action ....................... 7 I-9 Immigration Reform Policy ............................................................. 7 Regulatory Compliance Policy .............................................................. 8 Workplace Conduct ...................................................................... 9 Ethics Policy ....................................................................................... 9 Respectful Workplace Policy .............................................................. 10 Sexual Harassment Policy ................................................................. Drug-Free Workplace Policy .............................................................. 12 Violence-Free Workplace ................................................................... 14 Standards of Conduct ....................................................................... 15 Customer Relations ....................................... ¯ ........ : ........................... 16 Complaint Policy ................................................................. Whistle Blower .................................................................................. Disciplinary Procedure ...................................................................... Employee Benefits ............................................................ . .......... 20 Employer-Offered Benefits ................................................................ 20 COBRA Benefits ................................................................................ 2 Time Away From Work .............................................................. 22 Vacation Policy ................................................................................. 22 Sick pay Policy .................................................................................. 24 Paid Holidays .... : ................................................................................ 26 Bereavement Leave ........................................................................... 27 Jury Duty and Witness Leave ............................................................ 27 Time-Off to Vote ......................................................,, ......................... 28 Family and Medical Leave ......................................................... 29 Other Leaves of Absences ........................................................... 34 Unpaid Medical Leave ....................................................................... Benefit Continuation ......................................................................... 34 Military Leave ................................................................................... 35 Pregnancy Disability Leave (California Employees) ............................. 35 Paid Family Leave Insurance Program (California Employees) ............ 37 Performance Reviews .................................................................. 38 Orientation Period ............................................................................. 38 Performance Reviews ............................. -........................................... 38 Compensation and Work Schedule ............................................ 39 Pay Increases .................................................................................... 39 CONFIDENTIAL: Revised February 1,2014 CONFIDENTIAL APF00000003 Commissions .................................................................................... 39 Time Keeping .................................................................................... 39 Overtime for Non-Exempt Employees ................................................ 39 Payroll/Pay Periods ........................................................................... 40 Direct Deposit ................................................................................... 40 Mandatory Payroll Deduqtions .......................................................... 40 Elective Payroll Deductions ............................................................... 40 Errors in Pay .................................................................................... 41 Hours of Operation ........................................................................... 41 Information & Office Security ................................................... 42 Emergency Action Plan ...................................................................... 42 Use of Communication Systems and Office Equipment ...................... 44 Social Media and Blogging ................................................................ 48 Recording Devices Prohibited ............................................................ 52 General Practices ........................................................................ 53 Americans with Disabilities Act (ADA)/ADA Amendments Act (ADAAA)53 Attendance Policy .............................................................................. 53 Background Checks & References ..................................................... 54 Classifications of Employment .......................................................... 55 Confidential Information and Company Property .........................~ ...... 56 Conflicts of Interest ........................................................................... 57 Community Fund-Raising Policy ....................................................... 57 Corporate Credit Card ....................................................................... 58 Driving While on Company Business ................................................. 59 Employee Loan Policy ........................................................................ 60 Employee Records ............................................................................. 60 Employment of Relatives ................................................................... 61 Gratuities and Gifts .......................................................................... 62 Grievance Procedure ......................................................................... 62 HIPAA Privacy Policy .......................................................................... 63 Inclement Weather ............................................................................ 63 Internal Placement Policy .................................................................. 64 Lactation (Expressing Breast Milk) Break .......................................... 65 Personal Appearance ......................................................................... 66 Phone Calls and Personal Business ................................................... 67 Religious Accommodation Policy ....................................................... 68 Reporting Injuries & Illnesses ........................................................... 69 Requests for References .................................................................... 69 Safety Rules ...................................................................................... 70 Security - Facilities Access and Visitors ............................................ 71 Solicitations, Distributions & Use of Bulletin Boards ......................... 72 Smoke-Free Environment .................................................................. 73 Social Events .................................................................................... 73 Termination Procedures .................................................................... 74 Worker’s Compensation Insurance .................................................... 76 CONFIDENTIAL: Revised February 1,2014 CONFIDENTIAL APF00000004 Introduction Receipt of Company Employee Handbook This employment guide ("Employee Handbook" or "Manual") is a compilation of human resources policies, practices and procedures currently in effect at Tenura Holdings, Inc. ("Tenura") and its respective subsidiaries including AmedPro Funding, Inc., Reliant Title Agency, LLC, Privatus, LLC, and AmeriFirst Insurance Agency, LLC ("Operating Subsidiaries") (the Operating Subsidiaries and Tenura shall collectively be referred to as the "Company"). The Company is an equal opportunity employer. This Manual is designed to introduce employees to the organization, familiarize you with Company policies and benefits as they pertain to you as an employee, provide general guidelines on work rules, disciplinary procedures and other issues related to your employment, and to help answer many of the questions that may arise in connection with your employment. This Manual and any other provisions contained herein do not constitute a guarantee of employment or.an employment contract, express or implied. Your employment is "at-will" which means it may be terminated for any reason, with or without cause, and with or without notice. Only the President of Tenura or other authorized representative(s) of the Company has the authority to enter into a signed written agreement guaranteeing employment for a specific term. This Manual is intended solely to describe the present policies and working conditions at the Company. This Manual does not purport to include every conceivable situation; it is merely meant as a guideline, and unless laws prescribe otherwise, common sense shall prevail. Of course, Federal, state, and/or local laws will take precedence over Company policies, where applicable. Human Resources Policies are applied at the discretion of the Company who reserves the dght to change, withdraw, apply, or amend any of our policies or benefits, including those covered in this Manual, at any time. The Company may notify you of such changes via emaii, posting on the Company’s Intranet, Portal or Website, or via a pdnted memo, notice, amendment to or reprinting of this Manual, but may, in its discretion make such changes at any time, with or without notice and without a written revision of this Manual. By signing below, you acknowledge that you have received a copy of the Company’s Employee Handbook, and understand that it is your responsibility to read and comply with the policies contained therein and any revisions made to it. Furthermore, you acknowledge that you are employed "at-wil!" and that this Manual is neither a contract of employment nor a legal document. Unless otherwise noted, information in this manual supersedes all previous communications, other than the Employment Agreement on the addressed topics. Signature Date Please print your full name Please sign and date one copy of this notice and return it to Human Resources. Retain a second copy for your reference. CONFIDENTIAL: Revised February 1,2014 CONFIDENTIAL APF00000005 Purpose The purpose of this handbook is to outline human resources policies and procedures to be used in the daily operation of Tenura and Operating Subsidiaries. These written policies should increase understanding, provide a guide for personal decisions and help to assure uniformity throughout the Company. This handbook is intended to be comprehensive; however, issues will undoubtedly arise which are not addressed herein. These issues will be addressed on an individual basis by management. As the Company grows, the need may arise to make changes to this handbook. The Company expressly reserves the right to revise, supplement or rescind any policy, procedure or benefit described in this handbook in its sole and absolute discretion. Any such changes will be communicated to all employees. Additionally, in some cases, an Operating Subsidiary may issue an approved supplement to this handbook where operations may slightly differ. At Will Employment Unless otherwise expressly provided for in a legal contract, authorized and signed by the President of the Company, all employees of the Company are employees "at will," which means that the employment of such employees may be terminated at any time, for any or no reason, either by the employee or by .the Company. Nothing contained in this handbook is intended to alter the "at will" nature of an~’ employee’s relationship with. the Company or to require that the Company have reason or "just cause" or to otherwise restrict the Company’s right to terminate any employee at any time for any or no reason. CONFIDENTIAL: Revised February I, 2014 CONFIDENTIAL APF00000006 Mission Statement All members of the Tenura team are guided and motivated by our mission which is our foundation and differentiates us from other organizations. All Company team members should strive toward this mission in all that they do. An Outstandinq Customer Experience. Our goal is to bring efficiency and effectiveness to the home buying and selling process. We endeavor to provide our customers a truly exemplary experience by bundling the brokerage, mortgage, title, insurance and warranty transactions together as one. This bundle will guarantee the customer an exceptional experience. Empowering the Individual We believe in the free market and the potential of the individual. We endeavor to provide our agents, loan officers, employees and associates with unlimited potential to build strong customer relationships by providing exceptional service and value. Empowering the individual to use their God given abilities, talents and creativity with a truly effective set of services will create real value for the individual, the customer and the Company. An Environment of Care. We aim to create a working environment that encourages the respect, and well-being of others. We desire to assist and support each other daily in ways that truly instill motivation; to give of ourselves so that others may continue the gift of giving by instituting an environment of compassion and care for all. This will be our greatest asset. CONFIDENTIAL: Revised February 1,2014 CONFIDENTIAL APF00000007 Em pioyment Policies Equal Employment Opportunity and Affirmative Action The Company provides equal employment opportunities to all employees and applicants and is committed to a diverse workforce. We value all employees’ talents and support an environment that is inclusive and respectful. We are strongly committed to this policy and believe in the concept and spirit of the law. All personnel actions are administered without regard to race, color, religion, gender, sexual orientation, national origin, age, disability, genetic information, marital status, amnesty, or status as a covered veteran in accordance with applicable federal, state and local laws. In addition, the Company complies with applicable state and local laws governing nondiscrimination in employment in every location in which the Company has facilities. This policy applies to all terms and conditions of employment, including, but not limited to, recruiting, hiring, placement, promotion, termination, layoff, recall, transfer, leaves of absence, compensation and training, participation in social and recreational programs and other employment related programs. Employees and applicants will not be subjected to harassment, intimidation, threats, retaliation, coercion or discrimination because they have exercised any right protected by law. We believe in and practice equal opportunity. The Employee Relations Manager serves as our Equal Opportunity Coordinator and has overall responsibility for assuring compliance with this policy. All employees are responsible for supporting the concept of equal opportunity and diversity and assisting our Company in meeting its objectives. I-9 Immigration. Reform Policy The Company complies with the Immigration Reform and Control Act of 1986 and all state and local laws requiring the use of E-Verify by employing only United States citizens and non-citizens who are authorized to work in the United States. All employees are asked on their first day of employment to provide original documents verifying the right to work in the United States and to sign a verification form required by federal law (INS Form I-9). If an individual cannot verify his/her right to work within three days of hire, the Company must terminate his/her employment. CONFIDENTIAL: Revised February 1,2014 CONFIDENTIAL APF00000008 Regulatory Compliance Policy The Company operates in the real estate, mortgage, insurance, and settlement service provider industries. As such, it is essential that every employee understand and comply with all applicable state and federal laws and regulations. Such required compliance also includes strict adherence to rules and guidelines of applicable investors, government-sponsored enterprises, and underwriters. Given the Company’s commitment to this regard, each subsidiary will provide regular information and updates in their respective area of compliance. Failure to adhere to such requirements or licensing and compliance issues in general, will be grounds for disciplinary action up to and including termination. Regulatory compliance questions should be directed to your immediate supervisor. CONFIDENTIAL: Revised February 1,2014 CONFIDENTIAL APF00000009 Workplace Conduct Efhics Policy The Company conducts its business fairly, impartially, in an ethical and proper manner, and in compliance with all laws and regulations. The Company is committed to conducting its business with integrity underlying all relationships, including those with citizens, customers, suppliers and communities, and among employees. The highest standards of ethical business conduct are required of Tenura and Operating Subsidiaries employees in performance of their responsibilities. Employees will not engage in conduct or activity on behalf of Tenura and Operating Subsidiaries that may raise questions as to the Company’s honesty, impartiality or reputation or otherwise cause embarrassment to the Company. In the course of their job performance, employees will avoid any action, whether or not specifically prohibited in the personnel policies, which might result in or reasonably be expected to create an appearance of: ¯ Using public office or public position for private gain. ¯ Giving preferential treatment to any person or entity. ¯ Losing impartiality. - Adversely affecting the confidence of the public in the integrity of the Company. Every employee has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this policy. Issues, concerns, questions, or suspected violations of ethical business conduct should be reported to your supervisor or Human Resources Department. Human Resources will then perform an investigation of the reported issues. Retaliation against employees who use these reporting mechanisms to raise genuine concerns will not be tolerated. The Human Resources Department is responsible for providing policy guidance and assisting employees in complying with the Company’s expectations of ethical business conduct and uncompromising values. This policy constitutes the standards of ethical business conduct required of all employees. Managers are responsible for supporting their implementation and monitoring compliance. CONFIDENTIAL: Revised February 1,2014 CONFIDENTIAL APF00000010 Respectful Workplace Policy The Company is committed to a work environment in which all individuals are treated with respect and dignity. The Company believes that all employees are entitled to work in an environment free from harassment, bullying, intimidation and coercion, allowing each employee to reach his or her full potential. The Company prohibits any form of harassment based on race, color, religion, gender, sexual orientation, national origin, age, genetic information, marital status, disability, or veteran status or other characteristic or activity protected by federal, state or local law. The Company will not tolerate any such discrimination or harassment. Such conduct is prohibited in any form at the workplace, at work-related functions, or outside of work if it affects the workplace. This policy applies to harassment by any Company employees, including co-workers, supervisors, managers and executives, as well as any non-employees present in the Company’s workplace or interacting with the Company’s employees in connection with their work including clients, customers, guests, vendors, and persons doing business with Tenura and/or Operating Subsidiaries. Such prohibited harassment can arise from a broad range of physical or verbal behavior, which may include, but is not limited to, the following: Unwelcome sexual flirtation, advances, or propositions; Verbal comments related to an individual’s race, color, religion, gender, sexual orientation, national origin, age, genetic information, marital status, disability, or veteran status; Explicit or degrading verbal comments about another individual or his/her appearance; The display of sexually suggestive pictures, objects, or statements in any workplace location including transmission or display via computer; Any sexually offensive or abusive physical conduct; and The taking of or the refusal to take any personnel action based on an employee’s submission to or rejection of sexual overtures. Additionally, the Company considers verbal slandering, ridiculing that is hurtful or humiliating, non-verbal threatening gestures, glances which can convey threatening messages, or excluding or disregarding a person in work-related activities as examples of workplace bullying, which will not be tolerated. As outlined below, the Company takes seriously any harassment or bullying claim and specifically prohibits any supervisor or any other Company employee from unlawful action that could affect the terms or conditions of any employee’s employment with the Company. Upon employment, each new employee will receive a copy and sign an acknowledgement of receipt of the Company’s written Harassment Policy. If at any time the Harassment Policy is modified or amended, an updated version of the policy will be distributed to each Company employee. CONFIDENTIAL: Revised February 1,2014 10 CONFIDENTIAL APF00000011 Sexual Harassmen~ Policy Sexual harassment is a specific form of illegal harassment that requires more explanation. The Company bases its definition of sexual harassment on information provided by the Equal Employment Opportunity Commission (EEOC). According to EEOC guidelines, sexual harassment includes, but is not necessarily limited to, unwelcome sexual advances, requests for sexual favors and other verbal or physical conduct of a sexual nature when: - Submission to or rejection of such conduct explicitly or implicitly affects an individual’s employment; - Submission to or rejection of such conduct by an individual is used as the basis for employment decisions affecting such individual; or Such conduct unreasonably interferes with an individual’s work performance or creates an intimidating, hostile or offensive work environment. Sexual harassment can occur in a variety of circumstances, including but not limited to, the following: The victim as well as the harasser may be a woman or man. The victim does not have to be of the opposite sex. The harasser can be the victim’s supervisor, an agent of the employer, a supervisor in another area, a co-worker, or a non-employee. The victim does not have to be the person harassed but could be anyone affected by the offensive conduct. Unlawful sexual harassment may occur without economic injury to or discharge of the victim. The harasser’s conduct must be unwelcome. If you believe that you are being subjected to workplace harassment, you should: 1. Tell the harasser that his or her actions are not welcome and they must stop, if you feel comfortable enough to do so. 2. Report the incident immediately to your supervisor/manager or the Human Resources Department. 3. Report any additional incidents or retaliation that may occur to one of the above resources. Any reported incident will be investigated immediately and thoroughly. Complaints and actions taken to resolve complaints will be handled as confidentially as possible, given the Company’s obligation to investigate and act upon reports of such harassment. Appropriate actions will be taken by the Company to stop and remedy any and all such conduct, including interim measures during a period of investigation. Retaliation of any kind or discriminating against an employee who reports a suspected incident of harassment or who cooperates in an investigation is prohibited. An CONFIDENTIAL: Revised February 1,2014 11 CONFIDENTIAL APF00000012 employee who violates this policy or retaliates against an employee in any way will be subject to disciplinary action up to and including immediate termination. The Company prohibits any form of retaliation against any employee for filing a bona fide complaint under this policy, or for assisting in the complaint investigation. Therefore, if, in response to an employee’s report of suspected employment discrimination, a supervisor or other employee retaliates or threatens to retaliate against the employee or his or her job, the affected employee should promptly report the incident(s) to his or her supervisor, to the Human Resources Department and/or to any other member of management. However, if, after investigating any complaint of unlawful discrimination or harassment, the Company determines that an employee intentionally provided false information regarding the complaint, disciplinary action may be taken against the one who gave the false information. The Company welcomes any questions or comments from employees regarding the Harassment Policy outlined above. Drug-Free Workplace Policy We recognize alcohol and drug abuse as potential health, safety and security problems. It is expected that all employees will assist in maintaining a work environment free from the effects of alcohol, drugs or other intoxicating substances. Compliance with this substance abuse policy is made a condition of employment with Tenura and Operating Subsidiaries. To promote this goal, you may be asked to participate in random drug and/or alcohol testing. This will include all existing employees and new hires. Employees are prohibited from the following when reporting for work, while on the job, on Company or customer premises or surrounding areas, or in any vehicle used for Company business: ¯ The unlawful use, possession, transportation, manufacture, sale, dispensation or other distribution of an illegal or controlled substance or drug paraphernalia; additionally, the Company prohibits the use of marijuana for medicinal purpose or recreation; ° The unauthorized use, possession, transportation, manufacture, sale, dispensation or other distribution of alcohol; ¯ Being under the influence of alcohol or having a detectable amount of an illegal or controlled substance in the blood or urine ("controlled substance" means a drug or other substance as defined in applicable federal laws on drug abuse prevention); ¯ Performance of duties while taking prescribed medications that are adversely affecting the employee’s ability to safely and effectively perform their job duties, or puts at risk the Company’s reputation; and ¯ Refusing to participate in random or "for.cause" drug and / or alcohol testing. CONFIDENTIAL: Revised February 1,2014 12 CONFIDENTIAL APF00000013 Any employee violating these prohibitions will be subject to disciplinary action up to and including termination. Any employee convicted under any criminal drug statute for a violation occurring while on the job, on Company or customer premises, or in any vehicle used for Company business must notify the Company no later than five days after such a conviction. A conviction includes any finding of guilt or plea of no contest and/or imposition of a fine, jail sentence, or other penalty. Drug and alcohol testing will be carried out in compliance with any applicable state and federal laws and regulations. It is our intent to work with those who have alcohol/drug dependency problems, provided they seek help. We urge you to seek referrals for counseling and treatment promptly. In order to ensure the safety of the work force and workplace, we reserve the right, for cause, to: Search any vehicle brought onto or parked on our property. Search personal containers (packages, purses, briefcases, lunch boxes, etc.) brought onto our property or into our building. Employees taking a prescribed medication must carry it in the container labeled by a licensed pharmacist or be prepared to produce it if asked. Request you to submit a blood, breath, hair and/or urine sample for determining use of drugs and/or alcohol. As used here, the term "cause" shall include, by way of example, but not as a limitation, an accident, near accident, irrational behavior, poor performance or workmanship and other evidence of alcohol and drug use tlflat is deemed reliable. CONFIDENTIAL: Revised February 1,2014 13 CONFIDENTIAL APF00000014 Violence- Free Workplace It is Tenura and Operating Subsidiaries policy to provide a workplace that is safe and free from all threatening and intimidating conduct. Therefore, the Company will not tolerate violence or threats of violence of any form in the workplace, at work-related functions, or outside of work if it affects the workplace. This policy applies to all Company employees, clients, customers, guests, vendors, partners, and persons doing business with Tenura and Operating Subsidiaries. It will be a violation of this policy for any individual to engage in any conduct, verbal or physical, which intimidates, endangers, or creates the perception of intent to harm persons or property. Examples include but are not limited to: ¯ Physical assaults or threats of physical assault, whether made in person or by other means (i.e., in writing, by phone, ,fax, e-mail, or text). ¯ Verbal conduct that is intimidating and has the purpose or effect of threatening the health or safety of a co-worker. o Possession of firearms or any other lethal weapon on Company property, in a vehicle being used on Company business, at a work-related function, or unlawful possession in any Company owned or leased parking facility. ¯ Any other conduct or acts which management believes represents an imminent or potential danger to work place safety/security. Additionally, the Company strictly prohibits the use, sale purchase, transfer, or possession by its employees of any illegal gun or other weapon. The Company strictly prohibits employees from bringing any guns, licensed or unlicensed, or weapons onto any Company premises or into any Company facility, in order to promote a safe, productive, and efficient workplace, the Company reserves the right to inspect - employees, as well as any articles and property in their possession, to detect guns or other weapons. Anyone with questions or complaints about workplace behaviors which fall under this policy may discuss them with a supervisor or Human Resources. Tenura and Operating Subsidiaries will promptly and thoroughly investigate any reported occurrences or threats of violence. Violations of this policy will result in disciplinary action, up to and including immediate termination of employment. Where such actions involve non- employees, the Company will take action appropriate for the circumstances. Where appropriate and/or necessary, the Company will also take whatever legal actions are available and necessary to stop the conduct and protect Tenura and Operating Subsidiaries employees and property. If you have reason to believe that events in your personal life could result in acts of violence occurring at work, you are strongly urged to confidentially discuss the issue with Human Resources so that a prevention plan can be developed. CONFIDENTIAL: Revised February 1,2014 14 CONFIDENTIAL APF00000015 Standards of Conduct To ensure an orderly and efficient workplace, Tenura and Operating Subsidiaries expect its employees to comply with the Company’s standards of conduct that protect the interests and safety of employees and the Company. VVhile it is not possible to list every type of behavior that is unacceptable in the workplace, the following are examples of behavior that may result in disciplinaryaction up to and including termination of employment. (Nothing in this policy is meant to alter the "at will" nature of any employee’s employment with the Company or require that Company have just cause or reason for any termination.) Refusal or failure to follow directives from a supervisor, manager, or Company officer. Breach of confidentiality relating to employer, employee, and customer, or provider information. Altering, damaging, or destroying Company property or records, or another employee’s property. Illegal or dishonest activities, theft or gross misconduct. Providing false or misleading information to any Company representative or on any Company records including the employment application, benefit forms, time cards, expense reimbursement forms, etc. Fighting, bullying, or engaging in disorderly conduct on Company’s or customer’s premises. Violations of any of the Company’s employment policies including, but not limited to, confidentiality, security, solicitation, insider trading, conflict of interest, and standards of conduct. Conduct or performance issues of a serious nature such as sleeping during business hours. Failure of a drug or alcohol test. Discourtesy to a customer, provider, or the general public resulting in a complaint or loss of good will and reputation. Possession of weapons or dangerous firearms in the workplace. Unauthorized or inappropriate use of Company equipment including telephones or computers. Any employee charged, indicted, and/or convicted of a crime of moral turpitude, any financial crime, or one involving the real estate, mortgage, insurance, or settlement service provider industries (whether felony, misdemeanor, or otherwise) must report such charge, indictment, and/or conviction to Company immediately. CONFIDENTIAL: Revised February 1,2014 15 CONFIDENTIAL APF00000016 Customer Relations The Company strives to consistently provide customers with a product and service that is of exceptional quality and value. In order to realize our commitment to excellent customer service, we expect the following from each of our employees: Provide courteous service in a prompt and efficient manner. Establish and maintain positive relationships with customers by gaining their trust and respect through professional, honest interaction. Handle complaints quickly and professionally. Never argue with a customer. If you are unable to resolve the complaint to the customer’s satisfaction, review the situation with your supervisor. Communicate with customers in a professional manner whether in person, over the phone, or via e-mail. Always remember that you are the Company to our customers and our reputation and the customer’s perception of the Company is attributed to each employee. While the Company does not seek to interfere with the off-duty and personal conduct of its employees, certain types of off-duty conduct may interfere with the Company’s legitimate business interests. For this reason, employees are expected to conduct their personal affairs in a manner that does not adversely affect Tenura and Operating Subsidiaries or their own integrity, reputation, or credibility. Illegal or immoral off-duty conduct on the part of an employee that adversely affects the Company’s legitimate business interests or the employee’s ability to perform his or her job will not be tolerated. Disciplinary action can be taken up to and including termination. CONFIDENTIAL: Revised February 1,2014 16 CONFIDENTIAL APF00000017 Complaint Policy The Company expects all employees to create an atmosphere free of discrimination and harassment and respect the rights of their co-workers. It is the shared obligation of all employees to report any and all incidents of suspected employment discrimination or harassment. In the event an employee experiences or witnesses any job-related discrimination or harassment based on race, color, religion, gender, sexual orientation, national origin, age, disability, genetic information, marital status, amnesty, or status as a covered veteran in accordance with applicable federal, state and local laws or believe they have been treated in an unlawful, discriminatory manner or have been unlawfully harassed, promptly report the incident to your supervisor, the Human Resources Department and/or to any other member of management. Once made aware of your complaint, Tenura and Operating Subsidiaries is committed to commence an immediate, thorough investigation of the allegations. If an employee believes that a reported claim is not being timely or adequately addressed, the employee should bring his or her concerns to the attention of an alternate member of management. Complaints will be kept confidential to the maximum extent as possible. If, at the completion of an investigation, the Company determines that an employee is guilty of discriminatory or harassing behavior, appropriate disciplinary action up to and including termination of employment will be taken against the offending employee. The Company prohibits any form of retaliation against any employee for filing a bona fide complaint under this policy, or for assisting in the complaint investigation. Therefore, if, in response to an employee’s report of suspected employment discrimination or participation in an investigation, a supervisor or other employee retaliates or threatens to retaliate against the employee or his or her job, the affected employee should promptly report the incident(s) to his or her supervisor, to the Human Resources Department and/or to any other member of management. However, if, after investigating any complaint of unlawful discrimination or harassment, the Company determines that an employee intentionally provided false information regarding the complaint, disciplinary action may be taken against the one who gave the false information. CONFIDENTIAL: Revised February 1,2014 17 CONFIDENTIAL APF00000018 Whistle Blower A whistleblower as defined by this policy is an employee of Tenura or Operating Subsidiaries who reports an activity that he/she considers to be illegal or dishonest to one or more of the parties specified in this Policy. The whistleblower is not responsible for investigating the activity or for determining fault or corrective measures; appropriate management officials are charged with these responsibilities. Examples of illegal or dishonest activities are violations of federal, state or local laws; billing for services not performed or for goods not delivered; and other fraudulent financial reporting. If an employee has knowledge of or a concern of illegal or dishonest fraudulent activity, the employee is to contact his/her immediate supervisor or Human Resources Department. The employee must exercise sound judgment to avoid baseless allegations. An employee who intentionally files a false report of wrongdoing will be subject to discipline up to and including termination. Whistleblower protections are provided in two important areas -- confidentiality and against retaliation. Insofar as possible, the. confidentiality of the whistleblower will be maintained. However, identity may have to be disclosed to conduct a thorough investigation, to comply with the law and to provide accused individuals their legal rights of defense. The Company will not retaliate against a whistleblower. This includes, but is not limited to, protection from retaliation in the form of an adverse employment action such as termination, compensation decreases, or poor work assignments and threats of physical harm. Any whistleblower who believes he/she is being retaliated against must contact the Human Resources Department immediately. The right of a whistleblower for protection against retaliation does not include immunity for any personal wrongdoing that is alleged and investigated. All reports of illegal and dishonest activities will be promptly submitted to the Human Resources Department who is responsible for investigating and coordinating corrective action. Employees with any questions regarding this policy should contact the Human Resources Department. CONFIDENTIAL: Revised February 1,2014 18 CONFIDENTIAL APF00000019 Disciplinary Procedure The Company reserves the right to address any inappropriate workplace behavior or unsatisfactory performance on a case by case basis, depending on the circumstances as it shall determine to be appropriate in its sole discretion. Nothing in this Disciplinary Procedure Policy is meant to alter the "at will" nature of the employee’s relationship with the Company or to require just cause or reason for any termination. .Disciplinary actions may entail verbal, written, final warnings, suspension, or termination. All of these actions may not be followed in some instances. The Company reserves the right to exercise discretion and take any disciplinary action it considers appropriate, including termination, at any time. If you are disciplined in writing, copies of your warnings are placed in your personnel file. Any repeated or new violation of any Company standard of conduct or other inappropriate behavior in or affecting the workplace while an employee is on probation will result in termination. CONFIDENTIAL: Revised February 1,2014 19 CONFIDENTIAL APF00000020 Employee Benefits The following benefits are offered by Tenura and Operating Subsidiaries in an effort to improve the quality of life for our employees. The Company reserves the right to cancel, modify or amend these benefits at any time without prior notice to the employees. These benefits are only provided to full-time, regular (as opposed to temporary) employees. For the purpose of these benefits, full-time employees are defined as those employees who work a minimum of thirty-five (35) hours per week. In order to record employee benefits, a continuous service date shall be maintained. If an employee is rehired after separation, the rehire date will be considered the new continuous service date. Employer-Offered Benefits The Company provides each full-time employee access to a suite of benefits including but not limited to health, dental, vision, life and disability insurance. Additionally, the Company offers a Health Saving Account alongside its high deductible healthcare offerings and a 401k retirement plan. Company offerings will be reviewed with employees upon hire, during annual enrollment periods, and throughout the year as appropriate. Coverage begins on the first day of the first month following 60 days of continuous employment. Employees who do not enroll during the new hire window will not be eligible to enroll until the annual open enrollment period. Because the Company is concerned with the health and welfare of al! employees and in accordance with the Affordable Care Act, the Company agrees to pay a portion of the premiums for the employee’s health insurance coverage. A schedule of benefits and associated premiums is available from the Human Resources Department upon request. As a result of termination, reduction in work hours, injury or illness or in the event that an employee is on a military, jury duty or other leave of absence, an employee may be eligible to continue the Company’s group coverage by paying a monthly premium. Employees are urged to consult the insurance summary plan description for details of the plan benefits. The plan document controls payment of any benefits. Group insurance is an employee benefit in which an employee is not required to enroll. There will be no increase in wages if an employee waives coverage. For inquiries, contact the Human Resources Department. CONFIDENTIAL: Revised February 1,2014 20 CONFIDENTIAL ~" APF00000021 COBRA Benefits The Company complies with the federal law, Consolidated Omnibus Budget Reconciliation Act of 1985, P.L. 99 272, later amendments, otherwise known as COBRA. Covered employees and their dependents that lose insurance coverage for any of the following reasons are eligible to continue their coverage through COBRA: termination, reduction in working hours, divorce or legal separation, death of the employee, eligibility for Medicare or loss of dependent child status under the insurance plan. All administrative rules and processes as well as changes in plan benefits and premiums apply to those on continuation coverage. In the event of divorce or legal separation, or the loss of dependent child status under the plan, a covered employee or dependent must notify the Human Resources Department within 60 days to maintain the right to continue coverage. At that time, Human Resources will provide enrollment materials to the employee or covered dependent within 14 days of that notification. The covered employee or dependent has 60 days to elect continuation of coverage from either the date that coverage would ordinarily have ended under the plan by reason of a qualifying event or the date of notification, whichever comes later. Election of continuation of coverage is established by completing and returning enrollment materials to Human Resources. COBRA premiums must be submitted as required and the first premium will be due within 45 days of the date of election. Subsequent premiums must be received within the terms set forth by the provider. Failure to make t.imely payments will result in termination of coverage without notice. Continuation of COBRA coverage will end for any of the following reasons: the Company discontinues its insurance plan, the premium payment is not made in a timely fashion, and the person who elected continuation of coverage becomes covered under another insurance plan or Medicare. Continuation coverage will end after 18 months if the qualifying event was termination or reduction in hours, unless the qualified beneficiary is disabled at the time of termination or reduction in hours, in which case coverage may extend to 29 months. Continuation coverage will otherwise end after 36 months. CONFIDENTIAL: Revised February 1,2014 21 CONFIDENTIAL APF00000022 Time Away From Work Vacation Policy Vacation time off with pay is available to regular full-time and part-time employees. The amount of eligible paid vacation time that you receive each year increases with the length of your employment as shown in the following schedule. Beginning with each new anniversary year, you may begin to schedule your annual allotment per the table below. Regular full-time employees earn vacation time off with pay at the rate listed in the following schedule. Part-time employees who regularly work 20-35 hours per week earn at a rate of 50% of the rate listed in the following schedule. Length of Eligible Service Eligible Vacation Hours Each Year 1-4 years 80 (10 days) 5-9 years 120 (15 days) 10+ years 160 (20 days) Vacation Eligibility Earning After you have attained 90 days of continuous service, without extension of orientation period, you may schedule vacation. Requests to take vacation time should be made to your direct supervisor via the Company’s HR and Payroll system of record as early as possible, but not less than two weeks in advance of the first day of the requested time off, to facilitate covering your workload during your absence. Exempt employees may take vacation in one-half or full-day increments; non-exempt employees may take vacation in increments of 30 minutes. If you are requesting five days or greater consecutively, the request should be made 30 days in advance of the first day of the requested time off. Generally speaking, vacation time off requests should be made for time that has been previously accrued. Employees are discouraged from taking extended vacations at the end of the calendar month due to the nature of the industry and workload at that time. Your vacation request will be evaluated and subject to approval depending upon staffing needs and other business requirements at the time. Vacation should be taken in the same anniversary year as earned and unused vacation will be forfeited. No carryover of vacation time to a following year is permitted, unless it is at the’request of management, when an employee has had to reschedule for urgent personal reasons, such as sickness or disability, or when an employee is planning for an upcoming extended FMLA, military or other approved leave. In such case, no more than five days of vacation may be carried over into a new calendar year. An employee requesting carryover must complete a Request to Carryover Vacation Form. Vacation carryover requires the approval of your supervisor and Human Resources. Upon CONFIDENTIAL: Revised February 1,2014 22 CONFIDENTIAL APF00000023 approval, the carryover amount will be reflected in the Company’s HR and Payroll system of record. Example of vacation eligibility calculation: Employee start date: 5/19/13 Vacation hours accrued per month: 6.67 (prorate 10 work days/12 months) Vacation time must be taken by: 5/18/14 Vacation time off is paid at your base pay rate at the time of vacation. It does not include overtime or any special forms of compensation such as incentives, commissions, bonuses or shift differentials. Vacation time will be accrued per payroll cycle at the rate corresponding with your service anniversary year. Per the Company’s FMLA and Other Leave Policies, vacation time shall not accrue during unpaid extended leave. Vacation Accrual Limit (California Employees & Approved Carryover Requests) Employees in California and those who are approved for vacation carryover will not earn any additional vacation once they have reached their annual accrual limit, until they use all or a portion of their earned vacation. The annual accrual limit is equivalent to the maximum number of vacation days an employee is entitled to earn during a given calendar year, based on the employee’s length of service. Example of vacation accrual limit: Employee has three years of service. Thus, according to the vacati~)n eligibility calculation, employee may earn up to 10 days of vacation during the anniversary year (annual accrual limit). Employee has carried over five vacation days from the previous anniversary year. Employee begins earning his/her current anniversary year’s vacation but takes no vacation time off during the year. Once Employee earns 10 vacation days this anniversary year, he/she wil! have reached his/her annual accrual limit of 15 days (five- day carryover plus 10 days accrued during the current year). Thus, Employee will not accrue any additional vacation time until he/she uses his/her earned vacation and reduces the number of days in his/her "vacation bank" to below 15 (her annual accrual limit). NOTE: The above policy is not designed to penalize employees but to encourage them to use their earned vacation for purposes of rest, relaxation and rejuvenation. CONFIDENTIAL: Revised February 1~ 2014 23 CONFIDENTIAL APF00000024 Payment ot Vacation upon Termination You will be paid for all accrued and unused vacation time upon resignation, separation, or retirement from the Company. However, in the event of a voluntary termination of employment, no payment may be made unless the employee gives at least a two-week notice, unless otherwise required by law. Additionally, any employee terminated for cause will not be paid unused vacation time or any other paid benefit, unless otherwise required by law. All vacation taken but not yet accrued, irrespective of the separation reason, will be deducted from your final paycheck. Sick Pay Policy The Company offers sick pay benefits to allow paid time off for illness, physician appointments, or injury. If you are unable to report for work because of illness or for any other reason, please call your supervisor no later than your scheduled start time. Explain the reason for the absence and tell him/her when you expect to return to work. If you are unable to return to work on the expected day, you should call your supervisor as soon as possible on that day to inform him/her of the status of your return. If your supervisor is unavailable, contact Human Resources. Sick time is offered to encourage employees who may have contagious illnesses to take time to rest and recover. The Company’s policy is for any employee who feels like they may be contagious not to come into the work environment. Per the Company’s attendance policy, if you are absent for three or more consecutive workdays, a statement from a physician may be required before you will be permitted to return to work. Sick Time Eligibility Earning Beginning on the first of the month following 30 days of continuous employment with the organization, all regular full-time and part-time employees who regularly work 20-35 hours per week are eligible to accrue sick pay for dental/health appointments and/or absences due to illness or injury to you, your dependents, or your ill parent. For regular full-time employees, this sick pay accrues at the rate of ! .6667 hours (.8333 hours for regular part-time employees) per pay period through December 31. Beginning January 1, you are allowed sick pay to a maximum of forty hours (five days) per calendar year. (Eligible part-time employees accrue at a rate of twenty hours (two and one half days) per calendar year.) These days are accrued pro-rata based on the actual percentage of the calendar year you work. Sick pay may not be carried over from year to year. Time taken for health care purposes for yourself or your dependent’s visit to the doctor, dentist, etc. will be counted as sick leave. Exempt employees may take sick time in one-half or full-day increments; non-exempt employees may take sick time in increments of 30 minutes. If the appointment takes less than half of a day, the option of sick pay may be used or that amount of time may be made up during that work week if the work schedule permits and your supervisor approves. CONFIDENTIAL: Revised February 1,2014 24 CONFIDENTIAL APF00000025 Abuse of Sick Leave Regular attendance is crucial to the success of this and any other business. Paid sick leave is provided as a financial buffer for employees who are too injured or ill to work, not as additional time off for employees who are well. Employees should be prepared to furnish a doctor’s note or similar evidence of inability to work if the supervisor requests one. Abuse of sick leave is grounds for discipline, up to and including discharge. Exfended Leave Employees who have used up their available paid sick leave and remain unable to report for work may be eligible for unpaid family and medical leave (FMLA leave), or other unpaid leave and must substitute all accrued unused paid vacation, floating holidays and any other paid time off before continuing leave on an unpaid basis. Eligibility for health care benefits continues during FMLA and other unpaid leave. Per the Company’s FMLA and Other Leave Policies, sick time shall not accrue during unpaid extended leave. Payment of Sick Pay upon Termination Sick leave is a benefit pr0vide~J to you in the event you need to take time off because of your health or for any personal reason. It is not merely additional paid vacation, thus no pay is provided for unused sick leave at the end of employment. Accrued and unused sick pay is not payable upon termination. Any sick pay taken but not yet accrued will be deducted from your final paycheck. CONFIDENTIAL: Revised February 1,2014 25 CONFIDENTIAL APF00000026 Paid Holidays All regular full-time employees will be eligible for paid holidays as listed below. If any of these holidays should fall on a weekend, the preceding Friday or the following Monday will be designated by the Company as the holiday. At the start of each year, a holiday schedule will be made available to all employees. New Year’s Day Presidents’ Day Good Friday Memorial Day Independence Day Labor Day Thanksgiving Day Christmas (Two days: Christmas Day and the preceding or following workday as designated by the Company.) Two floating holidays (To be used for special events or occasions and/or in support of the Religious Accommodation or Community Fund-Raising Policy.) *Employees in their first year of employment will be eligible for floating holidays as follows: Hire Date ,~10atin~ Holiday Eli,qibility On or before April 30th 2 days May 1st- September 30th 1 day October 1st - December 31~ 0 days Employees may be permitted to work through one of these holidays and take the time off on another day with prior approval from his or her supervisor. If an employee is requested to work on a holiday, the employee will be paid his regular rate of pay plus eight (8) hours of holiday pay. Every effort will be made by the Company to reasonably accommodate any employee’s religious beliefs through the substitution of one or more of the foregoing holidays for an employee’s religious holidays. Part-time employees who regularly work 20-35 hours per week will be eligible for holiday pay for their regular scheduled shift, if the designated holiday falls on the employee’s regular scheduled workday. If the holiday does not fall on the regular scheduled workday, the employee will not be eligible for holiday pay. Part-time employees earn floating holidays at one-half the full-time rate. CONFIDENTIAL: Revised February 1,20!4 26 CONFIDENTIAL APF00000027 Bereavement Leave The Company recognizes that when an employee’s immediate family member dies, time off is often necessary for bereavement. In such cases, requests for time off will be granted with pay, in the Company’s discretion, for up to three days. This paid time off will be considered bereavement and not vacation time. With respect to this policy, immediate family is defined as the following: mother, father, spouse, son, daughter, sister, brother, mother-in-law, father-in-law, sister-in-law, brother-in-law, son-in-law, daughter-in-law, stepchild, stepbrother, stepsister, half-brother, half-sister, stepparent, grandparent, legal guardian or domestic partner. Employees may be asked to provide verification of death, such as a copy of the obituary or a copy of the funeral program. Jury Duty and Witness Leave It is every citizen’s civic duty to serve on jury duty when called. As a result, the Company agrees to pay the net difference between an employee’s regular pay and the amount paid by the court for a period of up to five days during the time that the employee is called to active jury duty. The employee must provide a copy of his or her jury duty orders and pay stub to his or her supervisor in order to receive pay for this time off. After the five days of paid jury duty leave, employees on jury duty will be on leave without pay, unless the employee elects to use accrued paid time off. Additionally, the Company allows employee’s responding to a subpoena, court order or witness duty with unpaid leave time, consistent with specific state and local requirements. CONFIDENTIAL: Revised February 1,2014 27 CONFIDENTIAL APF00000028 Time-Off fo Vole The Company encourages al! employees to vote. It is the policy of Tenura and Operating Subsidiaries to comply with al! state election law requirements with respect to providing employees, where necessary, with time off to vote. If an employee has three (3) consecutive hours either between the opening of the polls in his or her community and the beginning of the workday or between the end of the workday and the closing of the polls, the employee will be deemed to have sufficient time outside his or her normal working hours within which to vote. If an employee has less than three (3) consecutive hours, he or she may take off as much working time as will, when added to his or her voting time outside normal working hours, enable such employee to vote. For non-exempt employees, however, not more than two (2) hours of working time taken shall be paid, and such time shall be taken only at the beginning or end of the employee’s workday as designated by the employee’s supervisor. Employees requiring working time off to vote will be required to notify the Company not more than 10 or less than two (2) working days before the day of election when time off to vote will be required. CONFIDENTIAL: Revised February 1,2014 28 CONFIDENTIAL APF00000029 Family and Medical Leave Many of our employees are entitled to an unpaid leave of absence for up to twelve or twenty-six weeks in a rolling twelve-month period (depending on the reason for leave) under the federal Family and Medical Leave Act (FMLA). In addition, the Company complies with all state laws and regulations regarding family and medical leave, as applicable. Please see a member of the Human Resources Department if you have a specific question about state-specific leave or leave under this policy. Eligibilify To be eligible for FMLA leave, you must have been employed by the Company for at least 12 months (which may be non-consecutive). In addition, in the 12 months immediately preceding the beginning of the leave, you must have worked at least 1,250 hours. Types of Leave Available Basic Family and Medical Leave: Basic Family and Medical Leave may be taken for the following reasons: Birth of a child or to bond or care for a newborn child For the placement with an employee of a child for adoption or foster care or to bond or care for the newly placed child For the serious health condition of the employee (which includes serious medical conditions related to pregnancy) For the serious health condition of the employee’s family member (i.e., child, parent or spouse) (which includes prenatal and postpartum serious health conditions) Leave granted due to the birth or care of a newborn or adoption or foster placement of a child must be taken in full consecutive weeks and must be completed within 12 months of the birth, adoption or foster placement. Leave granted due to the serious health condition of the employee or family member may be taken consecutively, intermittently or on a reduced leave (part-time) schedule in certain circumstances and subject to certain restrictions under the law. As business permits, leave may be taken on a reduced leave (part-time) schedule upon Supervisor and Human Resources approval. Eligible employees are entitled to take a total of 12 weeks of unpaid Basic Family and Medical Leave in a rolling 12 month period, measured backward from the date an employee uses any FMLA leave. CONFIDENTIAL: Revised February 1,2014 29 CONFIDENTIAL APF00000030 Military Exigency Leave: Employees may request leave in certain situations when an employee’s spouse, child or parent is a covered military member on active military duty or has been notified of an impending call or order to active military duty in a foreign country. Military exigency leave may be taken for short-notice deployments, military events and related activities, childcare and school activities, to make financial and legal arrangements, to attend certain types of counseling, for rest and recuperation, post-deployment activities and certain other activities. Eligible employees may take a total of 12 weeks of unpaid Military Exigency Leave in a rolling 12 month period, measured backward from the date an employee uses any FMLA leave. Military Exigency Leave may be taken consecutively, intermittently or on a reduced leave (part-time) schedule in certain circumstances and subject to certain restrictions under the law. Military Caregiver Leave: Employees may request leave to care for the serious health condition of a covered servicemember, as defined by law, who is the employee’s spouse, child, parent or "next of kin." Eligible employees may take a total of 26 weeks of unpaid Military Caregiver Leave in a rolling 12 month period, measured backward from the date an employee uses any FMLA leave. Military Caregiver Leave may be taken consecutively: intermittently or on a reduced leave (part-time) schedule in certain circumstances and subject to certain restrictions under the law. IntermiJfent and Reduced Schedule Leave Intermittent and/or reduced schedule leave will be permitted only when it is medically necessary or for a qualifying exigency, as explained above. Intermittent and reduced schedule leave must be scheduled with minimal disruption to an employee’s job. To the extent an employee or employee’s family member has control, medical appointments and treatments related to an employee’s or family member’s serious health condition should be scheduled outside of working hours or at such times that allow for a minimal amount of time away from work. CONFIDENTIAL: Revised February 1,20!4 30 CONFIDENTIAL APF00000031 If you request intermittent or reduced schedule leave that is foreseeable based on planned medical treatment for your own or your family member’s serious health condition or for Military Caregiver Leave, you may be required to transfer temporarily to an available alternative position offered by the Company for which you are qualified and which better accommodates recurring periods of leave than your regular employment position. You will be entitled to equivalent pay and benefits, but will not necessarily be assigned the same ¯ duties in the alternative position. Spouses: Spouses employed by the Company are jointly entitled to a combined total of 12 weeks of Basic Family and Medical Leave and M!litary Exigency Leave and 26 weeks of Military Caregiver Leave. Notifying the Company of fhe Need for Family and Medical Leave When the need for leave is foreseeable, eligible employees must provide 30 days advance written notice of the need for leave, or as soon as practicable if the need for leave is not known 30 days in advance, to the Human Resources Department. When the need for leave is unforeseeable, the employee must provide notice to the Human Resources Department as soon as practicable under the circumstances. The Company requests that you give verbal notice as soon as possible (or that your representative give notice if you are incapacitated), and the request form should be completed as soon as practicable. If you are requesting Military Exigency Leave, you must provide notice as soon as practicable under the circumstances. Failure to provide adequate notice may result in a delay or denial of the leave. It is your responsibility to notify your manager and Human Resources Department of absences that may be covered by FMLA. Where applicable, you must provide requested certifications supporting the need for leave (medical certifications are described in more detail below). The failure to provide requested certifications or to provide complete certifications may result in the delay or denial of leave. This means that the absence may be unexcused for purposes of the Company’s attendance policy. To the extent permitted by the FMLA, the Company may require periodic re-certification of the need for leave. CONFIDENTIAL: Revised February 1,2014 31 CONFIDENTIAL APF00000032 Medical Certification Process In addition to an application and request for leave, an employee who takes leave for the employee’s own serious health condition or to care for a family member with a serious health condition must submit to the Human Resources Department written medical certification of the need for such leave from the applicable health care provider within 15 calendar days of the Company’s request. Failure to provide the certification in a timely manner may result in a delay of leave. Failure to provide a complete and sufficient certification may result in the delay or denial of leave. In certain circumstances, the Company may require you to obtain a second and possibly a third medical opinion at the Company’s expense. Subject to certain requirements, the Company may require you to provide periodic re- certification. Employees who request Military Caregiver leave must also submit to the Human Resources Department written medical certification of the need for such leave and supporting the employee’s eligibility for the leave. In certain circumstances, the Company may require a second or third medical opinion, at the Company’s expense, and may require periodic re-certification. Substituting Paid Leave for Unpaid Leave An employee taking family and medical leave due to the employee’s own serious health condition must substitute all accrued unused sick leave, paid vacation, floating holidays and any other paid time off before continuing leave on an unpaid basis. An employee taking leave for reasons other than an employee’s own serious health condition must exhaust all accrued unused paid vacation, floating holidays and any other paid time off, other than accrued sick leave, before continuing leave on an unpaid basis. An employee is not required to substitute paid time off for an absence covered under workers’ compensation. Paid leave time will run concurrently with an employee’s unpaid FMLA entitlement. That is, available paid time off does not extend the maximum amount of FMLA leave available under this policy. CONFIDENTIAL: Revised February 1,2014 32 CONFIDENTIAL APF00000033 Benefit Continuation During Leave The Company will maintain group health insurance coverage and other employment benefits (such as group life insurance, short-term disability, HSA) for you while on FMLA leave whenever such insurance was provided to you before the leave was taken and on the same terms as if you had continued to work. You will be required to pay your regular employee portion of insurance premiums and should remit payment to the Human Resources Department at the following address: Tenura Holdings, Inc., 8300 N. Mopac, #220, Austin, TX 78759 In some instances, the Company may recover premiums it paid to maintain health insurance coverage for an employee who fails to return to work from FMLA leave. Benefits that are accumulated based upon hours worked shall not accumulate during the period of unpaid FMLA leave except that the period of time an employee is on FMLA leave will be treated as continued service for purposes of participating in a retirement plan. Absences due to unpaid leave will not be counted as time worked for the purpose of seniority or computing vacation or sick leave. Returning to Work Certain "key employees" may not be eligible to be restored to the same or an equivalent position after FMLA leave if doing so would cause substantial and grievous economic injury to the operations of the Company. The Company will notify such employees of their "key employee" status and the conditions under which job restoration will be denied, if applicable. If the reason for FMLA leave is for your own serious health condition, you will be required to present a Fitness-For-Duty certification immediately upon return to work. If you wish to return to work before the scheduled expiration of an FMLA leave, you must notify the Company of the changing circumstances as soon as possible but no later than two working days prior to your desired return date. An employee who fails to return to work immediately after the expiration of the leave period will be considered to have voluntarily terminated his/her employment. In the event an employee’s position with the Company is affected by a decision or event not related to the employee’s leave of absence, e.g., job elimination due to a reduction in force, the employee will be affected to the same extent as if he was not on leave. This policy provides an introduction to the rights and provisions of the federal FMLA. Questions you may have about this law should be directed to Human Resources. CONFIDENTIAL: Revised February 1,2014 33 CONFIDENTIAL APFO0000034 Other Leaves of Absences If you do not qualify for FMLA, you may be eligible for another leave as outlined in this Manual, depending on your circumstances. Except where mandated by law, we cannot guarantee that benefits will continue or that your position will remain open in your absence. Unpaid Medical Leave If an employee is unable to perform his or her job duties as a result of illness, injury or other medical disability for more than five consecutive workdays, and the employee has exhausted all of his or her available vacation and sick leave, the Company may, in its sole discretion, provide the employee with unpaid medical leave of up to eight (8) weeks. To be eligible for Unpaid Medical Leave, you must be employed by the Company for at least six (8) months. Any medical leave of absence must be requested in writing, supported by a note from a healthcare provider and approved by the employee’s manager and Human Resources. Except where mandated by !aw, we cannot guarantee that benefits will continue or that your position will remain open in your absence. Benefit Continuation The same health care benefits coverage provided to an employee on the day prior to taking leave will be maintained for the leave period up to 8 weeks or as required by law, provided the employee continues to pay any required contribution for benefits. Employees who are on leave are responsible for making their periodic payment of the required contribution Tenura Holdings, Inc. at the following address: 8300 N. Mopac, #220, Austin, TX 78759 In some instances, the Company may recover premiums it paid to maintain health insurance coverage for an employee who fails to return to work from leave of absence. Benefits that are accumulated based upon hours worked shall not accumulate during the period of leave of absence. Benefits that are accumulated based upon hours worked shall not accumulate during the period of unpaid leave except that the period of time an employee is on leave will be treated as continued service for purposes of participating in a retirement plan. Absences due to unpaid leave will not be counted as time worked for the purpose of seniority or computing vacation or sick leave. CONFIDENTIAL: Revised February 1,2014 34 CONFIDENTIAL APF00000035 Military Leave Tenura and Operating Subsidiaries will grant a military leave of absence from work for employees serving in the U.S. uniformed services in accordance with the Uniformed Service Employment and Reemployment Rights Act (USERRA). Employees must provide to the Human Resources Department advance notice of upcoming military service unless military necessity prevents advance notice or it is otherwise unreasonable. Employees will receive full pay for a two-week training assignment or shorter absence. Employees will not be paid for military leave beyond two weeks. Employees may use any available accrued paid time off, such as vacation or sick days, to help pay for the leave. As such, employees are entitled to rights and benefits that are not determined by seniority, which are generally provided by us to employees having similar seniority, status, and pay who are on furlough or leave of absence including the right to return to the same position held prior to the leave or to positions with equivalent seniority, pay and benefits. However, if you "knowingly" provide a written notice of intent not to return to employment with us after your service in the uniformed services, the preceding described rights and benefits do not apply. Pregnancy Disabili~ Leave (California Employees) Leave Available The Company will grant eligible employees, who reside or routinely work in California, whose pregnancy renders them unable to perform the essential functions of their job, who have severe morning sickness or who must take time off for pregnancy-related medical conditions an unpaid leave of absence (PDL). Eligible employees are entitled to take a total of four months of leave for each pregnancy. Leave is granted for the actual period of disability. PDL may be taken consecutively, inter~nittently or on a reduced leave (part-time) schedule in certain circumstances and subject to certain restrictions under the law. Requests for PDL When the need for leave is foreseeable, eligible employees must provide 30 days advance written notice of the need for leave, or as soon as practicable if the need for leave is not known 30 days in advance, to the Human Resources Department. When the need for leave is unforeseeable, the employee must provide notice to the Human Resources Department as soon as practicable under the circumstances. The CONFIDENTIAL: Revised February 1,2014 35 CONFIDENTIAL APF00000036 Company requests that you give verbal notice as soon as possible (or that your representative give notice if you are incapacitated), and the request form should be completed as soon as practicable. The Company may require you to provide written certification from a licensed health care practitioner verifying the date on which you became (or are expected to become) disabled due to pregnancy, the probable duration of the disability and your expected date of return to work. Transfer fo Less Strenuous Position In addition, upon your request you may be granted a transfer to a less strenuous position or less strenuous duties or to a reduced-schedule position, if such transfer can be reasonably accommodated by the Company. In such situations, pay treatment will be in accordance with the Internal Placement Policy and other internal pay practices. The Company may require you to provide a licensed health care provider’s written certification that such a transfer is medically advisable. Disability Benefits and Substitution of Paid Leave As in the case of all employees who are unable to work due to a temporary disability, employees on PDL may apply for state disability benefits. In addition, you must substitute all accrued unused sick leave before continuing leave on an unpaid basis. At your option, you may substitute other paid time off before continuing leave on an unpaid basis. Paid leave time will run concurrently with an employee’s unpaid PDL entitlement. That is, available paid time off does not extend the maximum amount of PDL leave available under this policy. Return from PDL Employees returning from PDL will generally be returned to their former positions or to an equivalent position, to the extent required by law. You will be required to present a Fitness-For-Duty certification immediately upon return to work. CONFIDENTIAL: Revised February 1,2014 36 CONFIDENTIAL APF00000037 Paid Family Leave Insurance Program (California Employees) The Paid Family Leave Insurance Program ("PFL") provides California employees with up to six weeks of partial wage-replacement benefits if they take time off work to care for a seriously ill child, spouse, parent or domestic partner, grandparent, grandchild, sibling or parent-in-law, or to bond with a minor child within one year of the birth or placement of the child in connection with foster care or adoption. The PFL fund does not create a new leave of absence for employees, nor does it require the Company to compensate employees, hold jobs open for employees, or continue employees’ benefits during a PFL-covered leave, unless the Company is otherwise obligated to do so pursuant to internal policies or other state or federal laws. PFL benefits must be taken concurrently with leave under the FMLA. Prior to receiving PFL benefits, employees must fulfill a seven-day waiting period, and must use up to two weeks of accrued vacation time toward the six-week wage- replacement benefit. Employees with available paid vacation time will be able to use such vacation time during the initial seven-day waiting period. For PFL-covered events that are foreseeable, you must provide the Human Resources Department with at least 30 days’ advance notice of your request for PFL benefits. For events that are not foreseeable, you must notify the Human Resources Department as soon as you learn that PFL benefits wilt be requested. An employee may not receive PFL benefits if he or she is also eligible for or already receiving State Disability Insurance, Unemployment Compensation Insurance, or Workers’ Compensation. If an employee is receiving paid sick leave provided by the Company during time taken off of work for one of the above-covered reasons, their PFL benefits will be reduced by the amount of sick leave wages received and, depending on the amount of sick leave wages received and the employee’s weekly PFL benefit amount, the employee may be ineligible for PFL benefits. Error! Unknown document property name. CONFIDENTIAL APF00000038 Performance Reviews Orienfation Period For all employees hired by Tenura and Operating Subsidiaries, the first 90 days of employment are considered to be an orientation and trial period. During this time, the employee will undergo training and orientation as directed by the employee’s supervisor. The employee’s supervisor will also monitor the employee’s performance. During the first 90 days of employment, as a new employee, you are encouraged and expected to ask questions concerning your job responsibilities, and determine if you are satisfied with the position. If your job performance is found to be unsatisfactory by your supervisor at any time during the first 90 days of employment, your employment may be terminated. The completion of this period does not create anything other than an "at- will" relationship. Employment is "at will" both during and after the orientation period. Performance Reviews Tenura and Operating Subsidiaries is committed to providing you with feedback both formal and informal, about your performance on the job. Managers are responsible for on-going performance feedback. In addition, your manager may formally discuss and document your performance on a regular basis (generally on an annual basis). In some departments, an initial performance review may be conducted within three to six months after an employee begins a new job. Please contact your supervisor or Human Resources if you feel that an evaluation is due to you or would be helpful to you. Your performance appraisal discussion will include a review of your strengths, identify any areas needing improvement, and goals and objectives that need to be achieved. Specific performance problems may be addressed outside the performance appraisal cycle through either informal discussions or formal disciplinary action. Formal performance feedback becomes a permanent part of your personnel file. CONFIDENTIAL: Revised February 1,2014 38 CONFIDENTIAL APF00000039 Compensation and Work Schedule Pay Increases Pay increases may be awarded on a case by case basis and are at the sole and absolute discretion of the Company. The Company does not provide cost-of-living or service time pay increases. Commissions Commissions are offered at the option and in the discretion of the Company, and are not guaranteed. All commission eligible employees will receive a Commission Plan Document that governs the earning and payout of such commissions. Time Keeping Each non-exempt employee will be expected to log hours worked and absences (paid and unpaid) in the Company’s HR and Payroll system of record. Exempt employees are responsible for logging paid leave absences only. Each supervising manager is responsible for reviewing and approving time clock entries for all hourly personnel under his/her supervision. The time clock entries are used for payroll records that must be maintained accurately at all times. Any discrepancies should be resolved between the employee and supervising manager pdor to submittal. Overtime for Non-Exempt Employees At times, employees will be asked to work overtime to complete necessary work tasks. The Company shall compensate all hourly, non-exempt employees at the rates set by, and consistent with, federal law and the law of the state in which the employee works. Generally, the Company pays non-exempt employees time and one-half for all hours worked in excess of 40 hours each workweek consistent with federal law under the FLSA. For employees that work in states that have overtime laws that differ from the FLSA, the Company complies with these laws as well as federal law. In California, non- exempt employees are paid time and one-half for all hours worked in excess of eight hours in a day. The employee’s supervisor will notify the employee as early as possible regarding his/her scheduling needs. Overtime must be determined and approved as necessary in advance by your supervisor. Reported unauthorized overtime will be subject to disciplinary action up to and including termination. CONFIDENTIAL: Revised February 1, 2014 39 CONFIDENTIAL APF00000040 According to the federal Fair Labor Standards Act (FLSA), only actual hours worked are considered for purposes of calculating overtime. In other words, vacation time, sick time, holiday time or any other time for which you are compensated but do not actually perform work are not considered as hours worked in a workweek. Payroll/Pay Periods Pay Dates fall on the 15th and end of month. If the Pay Date falls on a weekend or holiday, employees will be paid on the last business day preceding that Pay Date. The payroll workweek for Tenura and Operating Subsidiaries employees is defined as beginning on Saturday at 12:01 a.m. and ending on the following Friday at 12:00 Midnight. Typically, a full-time, non-exempt employee is required to work a total of forty (40) hours within this designated workweek. If you are absent on pay day and someone else is to pick up your check, it will not be released without a signed, handwritten note from you authorizing the named person to pick it up. The person designated to pick up your check will be asked to produce identification satisfactory to management; otherwise your check will not be released. Any deviations from this procedure must have prior approval from an officer of the Company. Direct Deposit As a convenience to employees, direct deposit is available for all or part of net pay. Payroll may be direct deposited to one or more bank accounts if the employee provides the appropriate routing and account numbers. Direct deposit will be made available to employees upon their date of hire. Although direct deposit is not required, it is recommended as a safe and efficient way to receive payroll funds. Mandatory Payroll Deductions Mandatory payroll deductions for the employee portion of payroll taxes will include FICA (Social Security and Medicare), Federal Income Tax Withholding and State Income Tax Withholding. Additionally, the Company will honor garnishments of an employee’s wages as a court or other legal judgment may require, including child support. Elective Payroll Deductions Any payroll deductions other than those required by law, including employee portion health and welfare benefits, will require a signed authorization by the employee. This signed authorization wil! be kept in the payroll files with a copy in the employee’s personnel file. CONFIDENTIAL: Revised February 1,2014 40 CONFIDENTIAL APF00000041 Errors in Pay Every effort will be made to ensure that paychecks are accurate. However, if an employee has reason to believe that an error has been made, he or she is required to notify his/her supervisor or the Human Resource Department as soon as the error is discovered. If it is determined that an error has been made, the adjustment will be made in the employee’s next paycheck (or as soon as possible). Hours of Operation The Company has adopted the following hours of operation: 8:30 AM to 5:30 PM, Monday through Friday. Non-exempt employees are expected to work eight (8) hours per day and take a one-hour unpaid lunch break each day during these operating hours, as close to the middle portion of the day as possible. (The Company reserves the right to modify employees starting and ending times and the number of hours worked.) Supervisory approval is required for any changes in this schedule. Work missed during these hours of operation may be made up at some other time during the same workweek (see section titled "Payroll" for the definition of "workweek"), with permission from the employee’s supervisor. Employees may leave the premises during their .designated lunch break, but it is important to return to work on time at the end of the break. Employees will be completely relieved of duties and may not perform any work during the lunch break. However, if an employee’s lunch break is interrupted and the employee performs any work during his or her lunch break, the Company will compensate the employee for the time worked. Similarly, if an employee misses his or her lunch break due to work obligations, the Company will compensate the employee for the missed break. It is the responsibility of the employee to immediately report an interrupted or missed lunch break to his or her supervisor. Employees may not voluntarily skip or "work through" a lunch break without prior permission from their supervisor. According to the federal Fair Labor Standards Act (FLSA), only actual hours worked are considered for purposes of calculating overtime. In other words, vacation time, sick time, holiday time or any other time for which you are compensated but do not actually perform work are not considered as hours worked in a workweek. CONFIDENTIAL: Revised February 1,2014 41 CONFIDENTIAL APF00000042 Non-Exempt Employee Rest Periods (California Employees) Non-exempt employees are allowed two ten minute rest periods in an eight-hour workday for which they are compensated. These rest periods must be taken as near as possible to the middle of each four-hour work period as it is practical. They may not be combined or added with meal periods to extend the meal period, be taken at the beginning of the day in order to arrive late, or be taken at the end of the day in order to leave early. No additional breaks may be taken for the purpose of using tobacco or similar products. If an employee needs to take an extra break, he or she will need to clock out. Information & Office Security Emergency Action Plan At Tenura and Operating Subsidiaries, we strive to proactively protect the health and safety of all our employees. We recognize that our people drive our business. As our most critical resource, employees are safeguarded through training, provision of appropriate work surroundings, and procedures that foster protection of health and safety. No duty, no matter what its perceived result, is more important than employee health and safety. Personnel Functions Emergency Coordinator: At the Company’s corporate office, the Head of Operations will serve as the Emergency Coordinator. Each non-corporate facility wilt have a designated facility and/or Floor Leader. Respective responsibilities will include: updating the emergency action plan when necessary, coordinating internal responses and external agencies, verifying that the proper postings are visible in every work area, ensuring that all employees are properly trained in how to respond to an emergency, taking roll call at the safe area to verify that all employees are present, and talking with public officials and the media. Deputy Coordinator: Each facility will also have a Deputy Coordinator or back-up to the Floor Leader. The Receptionist will serve as the Deputy Coordinator at the corporate office. He/she will serve as Coordinator in the Emergency Coordinator’s absence. He/she will also assist in coordinating internal responses and extemal agencies, such as the fire department and medical services. He/she will be responsible for calling 911 to alert outside agencies of the emergency. Facilities~ Equipment~ Supplies The following information is applicable to 8300 N. Mopac, #225, Austin, TX 78759 (corresponding information for other locations are maintained at the respective CONFIDENTIAL: Revised February 1,2014 42 CONFIDENTIAL APF00000043 facilities). Communication Center: If an emergency arises, a communication center will need to be established for the purpose of notifying family members and communicating with outside agencies. Safe Area: The safe area will be designated as the far end of the rear parking lot. All employees should report to this safe area for roll call. If circumstances are so severe that this location is not out of the range of danger, the alternate safe area is designated as: The first floor of the parking garage. Firefighting Equipment: Fire extinguishers are located in the front beside the photocopy machine and in the kitchen. In the event of an incipient fire, the Emergency Coordinator will be responsible for using the fire extinguisher to control the flames. In the Emergency Coordinator’s absence, the Deputy Coordinator will assume this responsibility. Other employees should assist as appropriate. There are noFire Alarm pull stations in the building. In case of a fire that cannot be brought under control quickly and safely, call 911. Emergency Escape Route In the case of a fire, employees should exit the Tenura and Operating Subsidiaries office space through the main door or the nearest exit. Employees will exit the building and proceed to the end of the parking lot. Employees are to remain at this safe area until the Emergency Coordinator or Deputy Coordinator completes the roll call. In the case of a tornado, employees should exit the Company office space through the main door and proceed down the hall. Employees will evacuate to a rest room or other available interior room without windows on the ground floor, and should sit along the wall and cover their heads. The Emergency Coordinator or Deputy Coordinator will call roll to verify that all employees are present. Each work area will post the emergency escape route, designated safe area, location of the fire extinguishers, names and telephone numbers of person(s) to contact in the event of an emergency, and the location of the written emergency action plan for employees to review. Parkin,q An adequate parking area is provided for employees. Employees may park in any space that is not marked reserved. Please cooperate by not blocking any gate, door, driveway, or the dock of the shipping and receiving area. The Company assumes no responsibility for an employee’s vehicle or the contents of the vehicle while on Company property. CONFIDENTIAL: Revised February 1,2014 CONFIDENTIAL APF00000044 Use of Communication Systems and Office Equipment It is the intent of the Company to provide the communication systems necessary for the conduct of its business. Employees are expected to adhere to proper use of all communication systems. These include but are not limited to the Telephone, Electronic Mail (E-Mail), Video-Based Communication, Facsimile, Internet, Corporate Intranet, Voice Mail, Computer Terminals,. Modems and Systems Software. Employees are permitted use of Company property and must comply with Company policies and procedures regarding its use. Policy Statement The use of Tenura and Operating Subsidiaries automation systems is for Company business and for authorized purposes only. Brief and occasional personal use of the electronic mail system or the Internet is acceptable as long as it is not excessive or inappropriate, occurs during personal time (lunch or other breaks), and does not result in expense to the Company. Use is defined as "excessive" if it interferes with normal job functions, responsiveness, or the ability to perform daily job activities. Electronic communication should not be used to solicit or sell products or services that are unrelated to the Company’s business; distract, intimidate, or harass coworkers or third parties; or disrupt the workplace. Use of Company computers, networks, and Internet access is a privilege granted by management and may be revoked at any time for inappropriate conduct carried out on such systems, including, but not limited to: Sending chain letters or participating in any way in the creation or transmission of unsolicited commercial e-mail ("spare") that is unrelated to legitimate Company purposes; ¯ Engaging in private or personal business activities, including excessive use of instant messaging and chat rooms (see below); o Misrepresenting oneself or the Company; ° Violating the laws and regulations of the United States or any other nation or any state, city, province, or other local jurisdiction in any way; o Engaging in unlawful or malicious activities; ¯ Deliberately propagating any virus, worm, Trojan horse, trap-door program code, or other code or file designed to disrupt, disable, impair, or otherwise harm either the Company’s networks or systems or those of any other individual or entity; CONFIDENTIAL: Revised February 1,2014 CONFIDENTIAL APF00000045 o Using abusive, profane, threatening, racist, sexist, or otherwise objectionable language in either public or private messages; ° Sending, receiving, or accessing pornographic materials; ¯ Becoming involved in partisan politics; o Causing congestion, disruption, disablement, alteration, or impairment of Company networks or systems; ° Maintaining, organizing, or participating in non-work-related Web logs ("blogs"), Web journals, "chat rooms", or private/personal/instant messaging; o Failing to log off any secure, controlled-access computer or other form of electronic data system to which you are assigned, if you leave such computer or system unattended; ° Using recreational games; and/or ¯ Defeating or attempting to defeat security restrictions on Company systems and applications. Using Company automation systems to access, create, view, transmit, or receive racist, sexist, threatening, or otherwise objectionable or illegal material is strictly prohibited. "Material" is defined as any visual, textual, or auditory entity. Such material violates the Company anti-harassment policies and is subject to disciplinary action. The Company’s electronic mail system, Internet access, and computer systems must not be used to violate the laws and regulations of the United States or any other nation or any state, city, province, or other local jurisdiction in any way. Use of Company resources for illegal activity can lead to disciplinary action, up to and including dismissal and criminal prosecution. The Company will comply with reasonable requests from law enforcement and regulatory agencies for logs, diaries, archives, or files on individual Intemet activities, e-mail use, and/or computer use. Unless specifically granted in this policy, any non-business use of the Company’s automation systems is expressly forbidden. If you violate these policies, you could be subject to disciplinary action, up to and including immediate termination. Ownership and Access of Electronic Mail, Video-Based Communication, Internet Access, and Computer Files The Company owns the rights to all data and files in any computer, network, or other information system used in the Company. The Company also reserves the right to monitor electronic mail messages (including personal/private/instant messaging systems) and their content, as well as any and all use d the Internet and of computer equipment used to create, view, or access e-mail and Intemet content. Employees CONFIDENTIAL: Revised February 1,2014 45 CONFIDENTIAL APF00000046 must be aware that the electronic mail messages and video-based communications sent, received and transmitted using Company equipment are not private and are subject to viewing, downloading, inspection, release, and archiving by Company officials at all times. The Company has the right to inspect any and all files stored in private areas of the network or on individual computers or storage media in order to assure compliance with policy and state and federal laws. No employee may access another employee’s computer, computer files, or electronic mail messages without prior authorization from either the employee or an appropriate Company official. The Company has licensed the use of certain commercial software application programs for business purposes. Third parties retain the ownership and distribution rights to such software. No employee may create, use, or distribute copies of such software that are not in compliance with the license agreements for the software. Violation of this policy can lead to disciplinary action, up to and including dismissal. Confidentiality of Electronic Mail and Video- Based Communications As noted above, electronic mail is subject at all times to monitoring~ and the release of specific information is subject to applicable state and federal laws and Company rules, policies, and procedures on confidentiality. Existing rules, policies, and procedures governing the sharing of confidential information also apply to the sharing of information via commercial software. Since there is the possibility that any message could be shared with or without your permission or knowledge, the best rule to follow in the use of electronic mail for non-work-related information is to decide if you would post the information on the office bulletin board with your signature. It is a violation of Company policy for any employee, including system administrators and supervisors, to access electronic mail and computer systems files to satisfy curiosity about the affairs of others. Employees found to have engaged in such activities will be subject to disciplinary action. Electronic Mail Tampering Electronic mail messages received should not be altered without the sender’s permission; nor should electronic mail be altered and forwarded to another user and/or unauthorized attachments be placed on another’s electronic mail message. Policy Statement for Internet/Infranet Browser(s) The, Internet is to be used to further the Company’s mission, to provide effective service of the highest quality to the Company’s customers and staff, and to support other direct job-related purposes. Supervisors should work with employees to determine the appropriateness of using the Internet for professional activities and CONFIDENTIAL: Revised February 1,2014 46 CONFIDENTIAL APF00000047 career development. The various modes of Internet/Intranet access are Company resources and are provided as business tools to employees who may use them for research, professional development, and work-related communications. Limited personal use of Internet resources is a special exception to the general prohibition against the personal use of computer equipment and software. Employees are individually liable for any and all damages incurred as a result of violating Company security policy, copyright, and licensing agreements. All Company policies and procedures apply to employees’ conduct on the Internet, especially, but not exclusively, relating to: intellectual property, confidentiality, Company information dissemination, standards of conduct, misuse of Company resources, anti-harassment, and information and data security. Personal Electronic Equipment The Company prohibits the use or possession in the workplace of any type of digital camera, video camera, or other form of image-recording device without the express permission of the Company and of each person whose image is recorded. Employees with such devices should leave them at home unless expressly permitted by the Company to do otherwise. This provision does not apply to designated Company personnel who must use such devices in connection with their positions of employment. Additionally, the use of a camera phone or cell phone camera is strictly prohibited. Employees should not bring personal computers to the workplace or connect them to Company electronic systems unless expressly permitted to do so by the Company. Any employee bringing a personal computing device or image recording device onto Company premises thereby gives permission to the Company to inspect the personal computer or image recording device, at any time with personnel of the Company’s choosing and to analyze any files, other data, or data storage media that may be within or connectable to the personal computer or image recording device in question. Employees who do not wish such inspections to be done on their personal computers or imaging devices should not bring such items to work at all. Violation of this policy, or failure to permit an inspection of any device covered by this policy, shall result in disciplinary action, up to and possibly including immediate termination of employment. In addition, the employee may face both civil and criminal liability from the Company or from individuals whose rights are harmed by the violation. CONFIDENTIAL: Revised February 1,2014 47 CONFIDENTIAL APF00000048 Social Media and Blogging Personal Use of Social Media At Tenura and Operating Subsidiaries, we understand that socia! media can be a fun and rewarding way to share your life and opinions with family, friends and co-workers around the world. However, use of social media also presents certain risks and carries with it certain responsibilities. To assist you in making responsible decisions about your personal use of social media, we have established these guidelines for appropriate use of social media. This policy applies to all employees of the Company in their personal, non-work related use of social media. For employment or work-related use of social media, please see the Tenura Holdings Social Media and Blogging Policy: Employee Business Use of Social Media. Guidelines In the rapidly expanding world of electronic communication, social media can mean many things. Social media includes all means of communicating or posting information or content of any sort on the Internet, including to your own or someone else’s web log or blog, journal or diary, personal web site, social networking or affinity web site, web bulletin board or a chat room, whether or not associated or affiliated with the Company, as well as any other form of electronic communication. The same principles and guidelines found in Company policies apply to your activities online. Ultimately, you are solely responsible for what you post online. Before creating online content, consider some of the risks and rewards that are involved. Keep in mind that any of your conduct that adversely affects your job performance, the performance of fellow employees, team members, partners or otherwise adversely affects customers, suppliers, people who work on behalf of the Company or the Company’s legitimate business interests may result in disciplinary action up to and including termination. Know and follow the rules: Carefully read these guidelines, the Company’s Equal Employment Opportunity and Affirmative Action, Ethics, Workplace Harassment and Sexual Harassment, and Information and Office Security Policies, and ensure your postings are consistent with these policies. Inappropriate postings that may include discriminator,./remarks, harassment, and threats of violence or similar inappropriate or unlawful conduct will not be tolerated and may subject you to disciplinary action up to and including termination. Be respectful: Always be fair and courteous to fellow employees, team members, partners, customers, suppliers or people who work on behalf of Tenura or Operating Subsidiaries. Also, keep in mind that you are more likely to resolve work-related complaints by speaking directly with your co-workers, Supervisor or Human Resources Representative than by posting complaints to a social media outlet. Nevertheless, if you decide to post complaints or criticism, avoid using statements, photographs, video or CONFIDENTIAL: Revised February 1,2014 48 CONFIDENTIAL APF00000049 audio that reasonably could be viewed as malicious, obscene, threatening or intimidating, that disparage fellow employees, team members, partners, customers or suppliers, or that might constitute harassment or bullying. Examples of such conduct might include offensive posts meant to intentionally harm someone’s reputation or posts that could contribute to a hostile work environment on the basis of race, sex, disability, religion or any other status protected by law or company policy. Be honest and accurate: Make sure you are always honest and accurate when posting information or news, and if you make a mistake, correct it quickly. Be open about any previous posts you have altered. Remember that the Intemet archives almost everything; therefore, even deleted postings can be searched. Never post any information or rumors that you know to be false about the Company, fellow employees, team members, partners, customers, suppliers, or people working on behalf of the Company or competitors. Post only appropriate and respectful content Maintain the confidentiality of Company trade secrets and private or confidential information. Trade secrets may include information regarding the development of systems, processes, products, know-how and technology. Do not post intemal reports, policies, procedures or other intemat business-related confidential communications. Respect financial disclosure laws. It is illegal to communicate or give a "tip" on inside information to others so that they may buy or sell stocks or securities. Do not create a link from your blog, website or other social networking site to a Company website without identifying yourself as a Tenura or Operating Subsidiaries employee or team member. Express only your personal opinions. Never represent yourself as a spokesperson for Tenura or Operating Subsidiaries. If the Company is a subject of the content you are creating, be clear and open about the fact that you are an employee and make it clear that your views do not represent those of the Company, fellow employees, team members, partners, customers, suppliers or people working on behalf of Tenura or Operating Subsidiaries. If you do publish a blog or post online related to the work you do or subjects associated with the Company, make it clear that you are not speaking on behalf of the Company. It is best to include a disclaimer such as "The postings on this site are my own and do not necessarily reflect the views of Tenura/Operating Subsidiary." Using social media at work: Refrain from using social media while on work time or on equipment we provide, unless it is work-related as authorized by your manager or consistent with the Communication Systems and Office Equipment Policy. Do not use Tenura or Operating Subsidiary email addresses to register on social networks, blogs or other online tools utilized for personal use. Retaliation is prohibited: The Company prohibits taking negative action against any employee or team member for reporting a possible deviation from this policy or for CONFIDENTIAL: Revised February 1,2014 49 CONFIDENTIAL APF00000050 cooperating in an investigation. Any employee or team member who retaliates against another employee or team member for reporting a possible deviation from this policy or for cooperating in an investigation will be subject to disciplinary action, up to and including termination. Media contacts: Employees should not speak to the media on the Company’s behalf without contacting Tenura or Operating Subsidiaries respective Executive Office. All media inquiries should be directed to them. For more information: If you have questions or need further guidance, please contact your Human Resources Representative. Employee Business Use of Social Media At Tenura and Operating Subsidiaries ("the Company"), we understand that using social media in an employment context can be a valuable too! for employees in the solicitation of business for the Company. However, use of social media as an employee on behalf of Tenura and Operating Subsidiaries presents certain risks to the Company. To assist you in your use of social media as a business tool, we have established these guidelines for appropriate work-related use of social media. This policy only applies to your Company-authorized business use of social media (i.e. using social media on behalf of Tenura Holdings and Operating Subsidiaries). This policy does not apply to your personal use of social media. For guidelines regarding your personal use of social media, please see the Tenura Holdings Social Media and BIogging Policy: Personal Use of Social Media. The Company is developing social media and blogging guidelines and mandatory classes for Company-authorized use of social media and blogging sites. Note that this policy pertains .to direct and indirect solicitation of business for the Company related to social media and blogging sites. Authorized Social Media and Blogging: The goal of authorized blogging is to become a part of the industry conversation and promote web-based sharing of ideas and exchange of information. Authorized blogging is used to convey information about Company products and services, promote and raise awareness of the Company’s brand, search for potential new markets, communicate with employees and customers to brainstorm, issue or respond to breaking news or negative publicity, and discuss corporate, business-unit and department-specific activities and events. VVhen blogging or using Other forms of web-based forums on behalf of the Company, the Company must ensure that use of these communications maintains brand identity, integrity, reputation, and regulatory standards while minimizing actual or potential legal risks. Mandatory social media and blogging classes must be completed annually to qualify for authorized status. Speaking on Behalf of the Company: Unless specifically instructed or authorized, employees are not authorized to speak on behalf of the Company. CONFIDENTIAL: Revised February 1,2014 50 CONFIDENTIAL APF00000051 Reporting of Social Media Used for Solicitation: Employees must inform compliance and marketing of any active social media or blogging sites used for solicitation of Company business. Social media and blogging sites include but are not limited to Facebook, Twitter, Linkedln, Google+ and Active Rain. Mortgage and Real Estate Blogging Moratorium: Beginning on December 15, 2013, the Company has placed a temporary moratorium on employees starting or maintaining a blog or social media site directly related to mortgage or real estate related activities. Legal Compliance: Federal regulations limit what actions the Company and its employees may take in the use of social media to solicit business. Employees must, at all times, comply with the Mortgage Acts and Practices Advertising Rule and Regulation N, which govern deceptive acts and practices in the advertising of mortgage loan products and prohibit misrepresentation in any commercial communication concerning. terms of a mortgage loan product. Employees must also comply with the Gramm-Leach Bliley Act and Regulation P, which govern consumer privacy, the treatment of nonpublic information about consumers by financial institutions, and the sharing of nonpublic personal information with unaffiliated third parties. Respect financial disclosure laws; it is illegal to communicate or give a "tip" on inside information to others so that they may buy or sell stocks or securities. Confidentiality: Maintain the confidentiality of Company trade secrets and private or confidential information. Trade secrets may include information regarding the development of systems, process, products, know-how and technology. Do not post internal reports, policies, procedures or other business-related confidential communications. Do not post Employer secret, confidential, or attorney-client privileged information. Keep client information confidential as required by applicable federal law. Copyrights and Intellectual Property: Respect all copyrights and other intellectual property laws. It is critical that employees show proper respect for laws governing copyright, fair use of copyrighted materials owned by others, trademarks and other intellectual property, including the Company’s own copyrights, trademarks and brands. If a site exists for Company business purposes and the employee is posting on behalf of the Company, it must immediately reflect the following: Company Name and NMLS ID #: 131699 Loan Originator Name, title and NMLS ID # Branch address Equal Opportunity Lender logo or language "Regulated by the Division of Real Estate." - Applicable to Colorado licensees Media Contacts: Associates should not speak to the media on the Company’s behalf without contacting the Corporate Affairs Department. All media inquiries should be directed to Corporate Affairs. CONFIDENTIAL: Revised February 1,2014 51 CONFIDENTIAL APF00000052 If you have any questions relating to this policy, ask your supervisor, the director of compliance, or the director of marketing. Recording Devices Prohibited The Company prohibits the use of any recording device on Company property andlor during working hours unless specifically permitted by the Company. The Company prohibits the use of picture phones or any other camera or device that may capture visual images without the Company’s prior written permission. The use of picture phones or other recording of visual images is specifically prohibited in locker rooms, restrooms, or any other area where members of the public or coworkers would enjoy a reasonable expectation of privacy and in any areas in which sensitive or closely guarded corporate or business materials are used or housed. Any employee found in violation of this policy will be subject to discipline up to, and including, termination of employment and may also be subject to prosecution to the fullest extent permitted under the law. Media Inquiries It is the policy of the Company to respond to news media questions and inquiries effectively, accurately, and on a timely basis. Every effort should be made to meet media deadlines and to ensure that all information released is accurate. To help provide a consistent, clear and accurate response to media inquiries the Company has designated the Chief Administration Officer to speak on the organization’s behalf. No one other than this individual (with the exceptions noted below) should represent the Company’s position to the media. Exceptions When inquires require a detailed technical explanation, a spokesperson may be designed to address a particular issue. That spokesperson will usually be a senior staff person or outside expert who is qualified to speak on the Company’s behalf on the issue in question. Procedure All media inquiries, whether verbal or written, are to be directed to the Executive Assistant who will evaluate the request and direct it to the appropriate person. Inquiries from the media are given high priority and should be responded to as quickly and efficiently as possible. CONFIDENTIAL: Revised February 1,2014 52 CONFIDENTIAL APF00000053 General Practices Americans wifh Disobilifies Act (ADA)/ADA Arnendrnenfs Act (ADAAA) The Company supports the Americans with Disabilities Act (ADA) and the Americans with Disabilities Amendments Act (ADAAA) which prohibit discrimination against applicants and qualified individuals with disabilities on the basis of a disability, and require an employer to provide, when needed, reasonable accommodations for individuals with disabilities, unless it would create an undue hardship or a direct thr&at to workplace safety. A reasonable accommodation is any change in the work environment or in the way a job is performed that enables a person with a disability to enjoy equal employment opportunities. If you require an accommodation you must inform your supervisor or Human Resources that there is a need for an adjustment or change at work for a reason related to a medica! condition, and complete an Employee Request for Accommodation Form to the Human Resources Department. -We will respond promptly and to the best of our ability to accommodate the needs of all employees. Attendance Policy The Company is able to secure work based upon our estimates of performance and our history of reliability. Therefore, the Company expects all employees to assume diligent responsibility for their attendance and promptness. Continued dependability, quality and pride of service are factors over which each individual employee has a great deal of influence. If you are absent and cannot perform your duties on time, or if you produce substandard work, then we all pay the price by losing the confidence of the customer. The work schedule is constructed around the maximum working hours and capabilities of the staff. It is extremely important that you be punctual in your arrival for work at the beginning of the workdayor shift to which you are assigned. If you know that you will be absent or late arriving for work, notify your supervisor personally no later than one hour before you scheduled start time. In the event of a disabling sickness or accident while performing your duties, notify your supervisor immediately. If you are absent for three or more consecutive workdays, a statement from a physician may be required before you will be permitted to return to work. In such instances, the Company also reserves the right to require you to submit to an examination by a physician designated by the Company at its discretion. Unscheduled, unplanned or excessive absenteeism or tardiness may be grounds for disciplinary action, up to and including termination. If you are absent for three or more consecutive business days and fail to properly report your absences, this will be CONFIDENTIAL: Revised February 1,2014 53 CONFIDENTIAL APF00000054 considered a resignation of your position and you will be terminated for abandonment of your job. Background Checks & References To ensure that individuals who join Tenura and Operating Subsidiaries are well-qualified and have a strong potential to be productive and successful, it is Company policy to check the employment history and references of the selected applicant prior to extending a job offer. Additionally, the Company conducts background checks on all job candidates post-job offer. The Company may also use a third party administrator to conduct the background check. The type of information that may be collected is as follows: criminal background check, employment history, education, credit and professional or personal references. This information may also be sought out during reassignment or promotional periods. The Company conducts background checks in compliance with the federal and state statutes of the Fair Credit Reporting Act. The employee will receive a copy of the report and a description of his/her rights under the Act. CONFIDENTIAL: Revised February 1,2014 54 CONFIDENTIAL APF00000055 Classifications of Employment For purposes of salary administration and eligibility for overtime payments as determined by the Federal Labor Standards Act (FLSA), and employment benefits, the Company classifies its employees as follows: Non-exempt Employees - Employees whose positions do not meet the FLSA exemption standards are paid overtime. Employees classified as non-exempt generally work in non-supervisory, non-professional or non-administrative capacities. Overtime work, however, is prohibited without specific supervisor authorization. Exempt Employees - Employees who are not required to be paid minimum wage and overtime, in accordance with applicable federal wage and hour laws for work performed beyond 40 hours in a workweek. Executives, supervisory, professional, sales or administrative employees whose positions meet FLSA standards are typically exempt. Full-time Regular Employees - Employees hired to work the Company’s normal, full time, 35 hour or more workweek on a regular basis. Such employees may be "exempt" or "non-exempt" as defined above. Part-time Regular Employees - Employees hired to work fewer than 35 hours per week on a regular basis. Such employees may be "exempt" or "nomexempt" as defined above. Temporary Employees - Employees engaged to work full time or part time on the Company’s payroll with the understanding that their employment will be terminated no later than upon completion of a specific assignment. (Note that a temporary employee may be offered, and may accept, a new temporary assignment with the Company and thus still retain temporary status.) Such employees may be "exempt" or "non-exempt" as defined above. (Note that employees hired from temporary employment agencies for specific assignments are employees of the respective agency and not of the Company.) Independent Contractors - Consultants, freelancers or independent contractors are not employees of the Company. The distinction between employees and independent contractors is important because employees may be entitled to participate in the Company’s benefits programs, while independent contractors are not. In addition, the Company is not required to withhold income taxes, withhold and pay Social Security and Medicare taxes, or pay unemployment tax on payments made to an independent contractor. CONFIDENTIAL: Revised February I, 2014 55 CONFIDENTIAL APF00000056 Confidential Information and Company Property During your employment by the Tenura and Operating Subsidiaries, you may have access to confidential and proprietary data which is not known by competitors or within the real estate and lending business generally. This information (hereinafter referred to as "Confidential Information") includes, but is not limited to, data relating to the Company’s marketing and servicing programs, procedures and techniques; the criteria and formula used by the Company in pricing its products and services; the structure and pricing of special packages that the Company has negotiated; lists of customers and prospects; the identity, authority, and responsibilities of key contacts at Company accounts; the composition and organization of accounts’ businesses; the peculiar risks inherent in their operations; sensitive details concerning the structure, conditions, and extent of their existing products and services; contract expiration dates; commission rates; service arrangements; proprietary software, Web applications and analysis tools; and other data showing the particularized requirements and preferences of the accounts. This Confidential Information constitutes a valuable asset of the Company, developed over a long period of time and at substantial expense. To protect the Company’s interest in this valuable asset, you must (a) not use any such Confidential Information for your personal benefit or for the benefit of any person or entity other than the Company, and (b) use your best efforts to limit access to such Confidential Information to those who have a need to know it for the business purposes of the Company. In addition, you should minimize those occasions on which you take documents, computer disks, or a laptop containing such Confidential Information outside the office. On those occasions where it is necessary, consistent with the best interests of the Company and doing your job effectively, to take documents, a computer disk, or a laptop containing Confidential Information outside the office, all appropriate precautionary and security measures should be taken to protect the confidentiality of the information. During the course of your employment with the Company, you will be provided and/or will generate correspondence, memoranda, literature, reports, summaries, manuals, proposals, contracts, customer lists, prospect lists, and other documents and data concerning the business of the Company. Any and all such records and data, whether maintained in hard copy or on a computer disk, computer hard drive, computer tape, or other medium is the property of the Company, regardless of whether it is or contains Confidential Information. Upon termination of your employment at the Company, you are required to return all such records to the Company and may not retain any copy of any such records or make any notes regarding any such records. We reserve the right to search for such information and property in personal items while on Company premises such as vehicles, purses, briefcases, etc. CONFIDENTIAL: Revised February 1,2014 56 CONFIDENTIAL APF00000057 Conflicts of Interest All employees have a duty to further the Company’s aims and goals, and to work on behalf of its best interest. Employees should not place themselves in a position where the employee’s actions or personal interests may be in conflict with those of the Company. Examples include soliciting or profiting from the Company’s client/prospect base or other Company asset for personal gain, acting on behalf of the Company in servicing or obtaining a client and limiting the best solution for the client/prospect for personal financial gain, personal or romantic involvement with a competitor, supplier or subordinate employee of the Company, which .may impair an employee’s ability to exercise good judgment on behalf of the Company, and acting as director, officer, employee, or otherwise for any business or institution with which the Company has a competitive or significant business relationship without the written approval of the President. Employees should immediately and fully disclose any situation or position (including outside employment by the employee or any member of the employee’s immediate household) the relevant circumstances to his/her immediate supervisor, or any other appropriate supervisor, any situation or position which may create a conflict of interest with the Company. If an actual or potential conflict is determined, the employer may take precautionary action as appropriate according to the circumstances. Failure to disclose facts will result in disciplinary action, including possible termination. Additionally, any activity deemed to be a conflict of interest will result in disciplinary action, up to and including termination. Community Fund-Raising Policy In the spirit of the Company mission to provide an environment of care, the Company recognizes its responsibility to promote certain fund-raising campaigns conducted for the benefit of the general public and our community. It also recognizes the right of the individual to voluntarily contribute to such campaigns according to his or her desires and financial abilities. From time to lime, the Company will announce campaign opportunities in which all employees may participate. Employees may be requested to dedicate Company-time to such events or may be asked for voluntary participation outside of normal business hours. Additionally, the Company may offer the opportunity for financial donations via voluntary payroll deductions. It is expected that employees will adopt a sincere and energetic approach to support and participate in such programs and in furthering our environment of care mission, however, the Company realizes the personal and voluntary aspect of all fund-raising efforts. All fund-raising requests received are to be referred to the Human Resources Department for approval. CONFIDENTIAL: Revised February 1,2014 57 CONFIDENTIAL APF00000058 Corporate Credit Card Employees of the Company may be eligible for a corporate credit card in cases where the employee must travel frequently in the course of his/her duties, purchase significant volumes of goods and services for use by the employer, or incur other regular frequent business expenses of a kind appropriately paid by credit card. The corporate credit card cannot be used to obtain cash advances, bank checks, traveler’s checks, or electronic cash transfers for expenses other than those incurred by the assigned employee named on the card, or for personal expenses. Misuses of the card will result in cancellation of the card and withdrawal of corporate credit card privileges and disciplinary action up to and including termination. If the card is used for an employee’s personal expenses, the employer reserves the right to recover these monies from the employee cardholder. Cardholders will be required to sign a declaration authorizing the Company to recover, from their salary or other compensation, any amount incorrectly claimed. Each card will be limited to a maximum credit limit appropriate to the role of the employee. Increases to the established maximum may be made on a case-by-case basis by the President or Chief Administration Officer. Corporate credit card expenditures must be reconciled and submitted with original receipts to the Accounting/Finance Department within 10 business days of the statement date. Cardholders who have not.reconciled and submitted their monthly expenditure within this period will be asked to reconcile and submit their monthly expenditure immediately. Continued or repeated non-conformance to this policy will result in cancellation of the card and such other actions as appropriate. Lost or stolen cards must be reported immediately to the Controller. CONFIDENTIAL: Revised February 1,2014 58 CONFIDENTIAL APF00000059 Driving While on Company Business Driver inattention is a factor in a majority of motor vehicle accidents. We are not only concerned about your welfare as a Company employee, but also the welfare of others who could be put in harm’s way by inattentive driving. As a driver, your first responsibility is to pay attention to the road. When driving on Company business, or driving while conducting business on behalf of the Company in any other manner, the following applies: Cellular Phone Use Cell phone use while driving is a common, often harmful, distraction. We are concerned about your safety as well as the safety of others. For this reason, the use of cell phones while driving is strongly discouraged. Do not accept or place calls unless it is an emergency, meaning the call cannot wait until you safely pull off the road or arrive at your destination, tf you must use your cell phone while driving, please use good judgment: keep the call short, use a hands-free device if available, get to know your phone and its features, and suspend conversations during hazardous driving conditions (rain, snow, ice, fog, glare, heavy traffic, etc.). Texting while driving is absolutely prohibited. Of course, Federal, state, and/or local laws will take precedence over Tenura and Operating Subsidiaries policies, where applicable. Obey fhe Law The Company is not responsible for any moving traffic violations, parking tickets, or any other city ordinances or state/federal laws regarding your driving habits and operation/care of your personal motor vehicle. Any tickets issued are the employee’s responsibility, even if the ticket is issued while conducting business for the Company. Other Safe Driving Precautions: o Use better judgment when road conditions are poor. Limit or avoid driving when rain or snow threatens your safety. Make an effort to avoid distractions such as eating, applying makeup, paying too much attention to your radio/CD player, or other distracting behavior. Do not drive if your ability to drive safely is impaired by the influence of medications. Laptop computers should never be used at any time while driving. If using a vehicle not your own (rental or otherwise), be sure to properly adjust the mirrors and familiarize yourself with the vehicle’s controls before operating. CONFIDENTIAL: Revised February 1,2014 59 CONFIDENTIAL APF00000060 Be concerned for your coworkers’ safety. Ask them to call you back at a safer time if they call you while driving. As a business against drunk driving, be responsible when entertaining clients. Abide by the law and use a designated driver. Employees who drive for Company business must have a current, valid driver’s license. Employees involved in an automobile accident during the course of conducting Company business must immediately undergo a drug test. Employee Loan Policy Employees will be allowed to utilize the Company for the purchase or refinance of personal properties. Each employee loan must be processed and underwritten by the Senior Management of the Company. No employee will be allowed to personally process their own loan. The Company’s standard fees will be charged on all transactions. Pricing should be approved by management prior to the loan being locked. Employee Records The Company endeavors to comply with all applicable laws with respect to the collection of information from job applicants and employees. Information kept in your file may contain any or all of the following: job application, job description, resume, records of participation in training events, salary history, records of disciplinary action and documents related to employee performance reviews, coaching, and mentoring. Access to employee records is strictly limited to management and administrative personnel who have a legitimate business need to view the records. Personnel records are kept highly confidential, and are not available to anyone outside of the Company unless release is to an authorized governmental agency, or is required by law. An employee may view his/her own employee records by requesting an appointment through the Human Resource Department. Personnel files are the property of the Company. CONFIDENTIAL: Revised February 1,2014 6O CONFIDENTIAL APF00000061 Employment of Relatives Members of your immediate family will be considered for employment on the basis of their qualifications. Your immediate family may not be hired as an employee or contractor, however, if it would: ¯ create a direct supervisor/subordinate relationship with a family member, ¯ have the potential for creating an adverse impact on work performance, or ¯ create either an actual conflict of interest or the appearance of a conflict of interest. This policy must also be considered when hiring, assigning, or promoting an employee. If a circumstance arises that results in a direct supervisory relationship between immediate family or close personal relatives (e.g., marriage, reduction-in-force, reorganization, priority placement), one of the relatives may be reassigned to an appropriate vacancy. When no other suitable arrangement is available, the two employees will be permitted to determine which employee will resign. If the employees are unable to come to a mutual determination, the organization wil! decide in its sole discretion who will remain employed. During the period that a direct supervisory relationship exists between immediate family or close personal relatives, the supervisory relative will not be involved in any personnel action involving his/her relative. Typical first-level supervisory responsibilities will be referred to the next higher level in the supervisory chain. For purposes of this policy, your immediate family includes: mother, father, spouse, son, daughter, sister, brother, mother-in-law, father-in-law, sister-in-law, brother-in-law, son-in-law, daughter-in-law, stepchild, stepbrother, stepsister, half brother, half sister, stepparent, grandparent, legal guardian or domestic partner. This policy also applies to close personal relatives such as uncle, aunt, first cousin, nephew, and niece. Questions should be directed to your supervisor. CONFIDENTIAL: Revised February 1,2014 61 CONFIDENTIAL APF00000062 Gra~uffies and Gi~s No employee shall solicit or accept for personal use, or for the use of others, any gift, favor, loan, gratuity, reward, promise of future employment, or any other thing of monetary value that might influence, or appear to influence, the judgment or conduct of the employee in the performance of their job. Employees can accept occasional unsolicited courtesy gifts or favors (such as business lunches, tickets to sporting events or cultural events, holiday baskets, flowers, etc.) so long as the gifts or favors have a market value under $25.00, are customary in the industry, and do not influence or appear to influence the judgment or conduct of the employee. Please discuss any exceptions to this amount with your supervisor. Employees are not to give, offer, or promise directly or indirectly anything of value to any representative of a customer, a potential customer, a vendor or potential vendor, financial institution or potential financial institution with whom the Company has or may have a business relationship. Any offer of promise of bribe, kickback or similar consideration of any kind is strictly prohibited. Grievance Procedure Any employee who has a grievance resulting from a work-related condition or incident is encouraged to discuss the grievance with his/her supervisor or Human Resources. The grievance should be resolved at this level whenever possible. If a satisfactory resolution is not obtained, the employee may address the issue with another level of management. Management wilt document the grievance and any action taken to resolve the matter. CONFIDENTIAL: Revised February 1,2014 62 CONFIDENTIAL APF00000063 HIPAA Privacy Policy The Company maintains health care and related plans that are subject to HIPAA requirements. Thus, the Company abides by HIPAA privacy and security provisions with respect to protected health information (PHI) maintained by the Company. HIPAA regulations will be followed in administrat ve activities undertaken by assigned personnel when they involve PHI in any of the following circumstances: health information privacy, health information security and health information electronic transm ission. The Company wilt consider any breaches in the privacy and confidentiality of handling of PHI to be serious, and disciplinary action will be taken in accordance with our code of conduct. The Company has designated its Human Resources Administrator as HIPAA compliance officer (HCO), and questions regarding policy provisions should be addressed to the HCO. This policy is supplemented by new operating procedures issued by the HCO and will be effective immediately. Company records that are governed by this policy will be maintained for a period of no less than six years, and when the maximum retention period has passed, the records will be subject to the Company’s policy for completed record destruction. Inclement Weather The Company places very high priority on the safety and welfare of all employees. Therefore, it is Company policy to give each employee the authority to determine his or her own comfort level regarding travel during inclement weather. If an employee feels that it is unsafe to travel to work, he or she should call his or her supervisor regarding the concern. If an employee misses time from work due to inclement weather, that time will be deducted from his or her accrued vacation time. If the Company determines that weather conditions are too severe for anyone to travel, the office may be closed. In the case of severe weather, employees should call 512-279-1166 for notification of any office closing due to inclement weather before traveling to work. In the case of an office closing, no time will be deducted from accrued time off. CONFIDENTIAL: Revised February 1,2014 63 CONFIDENTIAL APF00000064 Internal Placement Policy The Company encourages offering regular full-time employees with opportunities for career development and advancement via internal job placement. In general, positions that become available and approved for hire are posted internally. Recruitment for a position may occur internally and externally simultaneously. It is intended that the job placement process will be used as often as practicable as a means of filling vacant positions. Employees are responsible for evaluating their career interests and goals. To be eligible for transfer, the applicant must be a regular full-time employee of the Company and have been in their current role for a minimum of twelve months of continuous service. Qualifications, performance (not on a performance improvement plan and have a satisfactory rating on the current performance review) and ability will be considered in the selection process. If an employee desires to be considered for an available opening, s/he must complete an Internal Transfer Request Form and obtain his/her supervisor’s signature. It is recognized that in some circumstances it may be preferable to transfer an employee to a position to which s/he is better suited than to insist upon satisfactory performance in one position before permitting transfer to another. Meeting minimum requirements does not necessarily guarantee an interview. The hiring manager, in conjunction with HR, identifies the candidates that are eligible and qualified for the position, arranges and conducts interviews, and selects the candidate best suited for the position. All hiring decisions are made without regard race, color, religion, gender, sexual orientation, national origin, age, disability, genetic information, marital status, amnesty, or status as a covered veteran in accordance with applicable federal, state and local laws. In addition, the Company complies with applicable state and local laws governing nondiscrimination in employment in every location in which the Company has facilities. Managers should understand and encourage employee’s career development goals that are consistent with Company goals. If an internal candidate is selected for the position, the hiring manager, in conjunction with Human Resources, determines the starting salary to be offered. Managers work together to identify a suitable transfer date ensuring a minimal negative impact on the business. A reasonable period of time is typically two to three weeks. CONFIDENTIAL: Revised February 1,2014 64 CONFIDENTIAL APF00000065 Lactation (Expressing Breast Milk) Break Tenura and Operating Subsidiaries will provide reasonable break times (not to exceed thirty minutes) for an employee to express breast milk for her nursing child for one year after the child’s birth. The Company will also provide a place, other than the Company restroom, that is shielded from view and free from intrusion from co-workers and the public, which may be used by an employee to express breast milk. Employees may also opt to express breast milk in their own private office shielded from view, but may not do so in a public place, including unenclosed cubicles. As with any break, unauthorized use or abuse of the time off or time clock reporting will result in disciplinary action. Employees should bring cooler packs to store expressed breast milk. If a designated refrigerator/freezer is provided, employees shall provide their own containers, clearly labeled with name and date. Those using a designated refrigerator for this purpose are responsible for keeping it clean. Staff members are expected to provide an atmosphere of support for breastfeeding mothers. Retaliatory conduct or disrespectful communications with regard to lactating employees will not be tolerated. To the extent an applicable state law provides greater protections for lactating mothers, the state law will apply. An employee who intends to express milk during work hours must give HR and her supervisor advance notice of her intention to do so in order to allow the Company adequate time to make the preparations necessary for compliance. CONFIDENTIAL: Revised February 1,2014 65 CONFIDENTIAL APF00000066 Personal Appeara nce Your pride in both yourself and as a representative of our organization is reflected in your appearance and image you create. We feel our business image is important and request that our employees maintain standards of dress and appearance appropriate to the organization as a whole and your individual position responsibilities. Dress, grooming, personal cleanliness, and professional behavior standards contribute to the professional image we present to our customers and visitors. Therefore, while performing duties for our organization, employees are expected to dress in attire appropriate to the business environment and to behave in a professional and businesslike manner at all times to best represent our business. Guidelines: Due to the nature of our business and our continuous client contact, the employees at Tenura and Operating Subsidiaries are expected to dress in a "Business Appropriate" dress style. Employees may dress according to the requirements of their position; however our beliefs regarding business appropriate dress is that business is always first. This means that employees should keep their day’s schedule in mind. We recognize that different levels of dress may be appropriate for different occasions. As a general rule, when meeting with clients, prospects, or outside visitors, traditional business attire should always be worn except where it doesn’t make good business sense. All employees should judge their business attire for meetings and contacts outside of the office by the type of function that will be attended. Also, on occasion there may be a specific business reason to require that all employees dress in traditional business attire. In such instance this will be communicated to employees in advance and they will be required to dress accordingly. Our business appearance and image is important to us. However, we respect individual preference and choice in dress and appearance. We are confident that employees will use their best judgment in following our dress and attire guidelines. We ask that at all times employees make certain that their appearance is well groomed and clean and that clothing is appropriate, neat, clean, and well-fitting. VVhile relaxed business attire is acceptable within the stated guidelines, we want to be sure our environment does not jeopardize professionalism and productivity. If an employee is unclear about our dress and appearance guidelines, they are encouraged to consult with their supervisor and/or our Human Resources Department. If an employee reports to work in questionable attire or appearance, a notification and/or discussion will occur with the employee to advise and counsel them regarding the inappropriateness of the attire. Depending upon the circumstance the employee may CONFIDENTIAL: Revised February 1,2014 66 CONFIDENTIAL APF00000067 also be sent home and directed to return to work in proper attire. Any work time lost will be expected to be made up by the employee. Continued or frequent departures from these guidelines will not be permitted and employees who appear for work inappropriately dressed or groomed may be disciplined up to and including termination. Phone Calls and Personal Business During business hours, you are requested to keep personal business to an absolute minimum. If you need to leave the worksite to conduct personal business, you must first obtain permission from your immediate supervisor. This will allow him/her to make modifications to the work schedule if necessary and will keep him/her aware of your activities during the day. Personal visits of friends and family members to the worksite are discouraged. Business Phone Calls A great majority of our business is conducted over the phone making our telephone techniques extremely important. A friendly but businesslike telephone manner should always be projected. When you are away from your work area, make a habit of forwarding your phone to the appropriate extension. Personal Phone Calls We recognize that periodically, personal phone calls must be made or be received during the business hours. Such calls should be held at a minimum so that they do not interfere with the workflow. No long distance or toll calls such as directory assistance, other than Company business calls are to be made from Company telephones. If it is absolutely necessary that you make a toll call from work, you must charge it to your personal calling card or home number. Telephone records are subject to periodic review by management. Business Cellular Phones The Company may issue a cellular phone to certain employees for business use. All employees are required to be professional and conscientious at all times when using Company phones. In the event a Company-issued cellular phone is lost or broken while in the possession of the employee, the financial burden of its replacement lies solely with the employee. In some cases, the Company may replace the phone with a like product at the employee’s expense, or it may require the employee to replace the phone with a like product. All Company-issued cellular phones must be returned at the time of term ination. CONFIDENTIAL: Revised February 1,2014 67 CONFIDENTIAL APF00000068 Personal Cellular Phone Calls While at work employees are expected to exercise the same discretion in using personal cellular phones as is expected for the use of Tenura and Operating Subsidiaries phones. Personal calls during the work hours, regardless of the phones use, can interfere with employee productivity and be distracting to others. Employees are therefore asked to make personal calls during breaks and lunch period and to ensure that friends and family members are aware of the department’s policy. The Company will not be liable for the loss of personal cellular phones brought into the workplace. Religious Accommodafion Policy The Company respects the religious beliefs and practices of all employees and will make, upon request, an accommodation for such observances when a reasonable accommodation is available that does not create an undue hardship on the Company’s business. An employee whose religious beliefs or practices conflicts with his/her job, work schedule, or with the Company, s policy or practice on dress and appearance, or with other aspects of employment and who seeks an religious accommodation must submit a written request for the accommodation to his/her immediate supervisor or the Human Resources Department. The written request will include the type of religious conflict that exists and the employee’s suggested accommodation. The immediate supervisor will evaluate the request considering whether a work conflict exists due to a sincerely held religious belief or practice and whether an accommodation is available which is reasonable and which would not create an undue hardship on the Company’s business. An accommodation may be a change in job, using paid leave or leave without pay, allowing an exception to the dress and appearance code which does not impact safety or uniform requirements, or for other aspects of employment. The supervisor and/or Human Resources and employee will meet to discuss the request and decision on an accommodation. If the employee accepts the proposed religious accommodation, the supervisor will implement the decision. If the employee rejects the proposed accommodation, he/she may appeal following the Company’s general grievance policy and procedure. CONFIDENTIAL: Revised February 1,2014 68 CONFIDENTIAL APF00000069 Reporting Injuries 8= Illnesses The Company strives to establish and maintain a comfortable and safe working environment. We often take safety for granted in an office environment. Though we may not be exposed to the same degree of risk as a typical manufacturing firm or healthcare facility, we should still recognize that safety risks are present and take steps to reduce the risk for injury or illness. Safety is everyone’s responsibility at Tenura and Operating Subsidiaries. Procedures All work-related injuries and illnesses should be reported immediately to your supervisor or the Human Resources Department, even if you are not sure whether it is truly work-related. Even small, insignificant injuries, left untreated can result in more serious conditions. Your supervisor (or a designated alternate) will complete an Accident Report. When injuries are reported immediately, accidents can quickly be investigated and corrective action taken to prevent another injury. If you see any potential hazards that need attention, notify the Human Resources Department immediately. Requests for References It is the policy of Tenura and Operating Subsidiaries to provide, in response to any request for references or employment history, only the dates of employment and position held by the employee. Any additional information will be released only as required by law or court order upon receipt of a legally acceptable release signed by the employee. All inquiries regarding employment history must be routed through the Human Resources Department. CONFIDENTIAL: Revised February 1,2014 69 CONFIDENTIAL APF00000070 Safety Rules It is the policy of Tenura and Operating Subsidiaries to be in compliance with the laws, rules and regulations concerning the safe practices as published by federal, state and local health and safety laws including, but not limited to, the Occupational Safety and Health Act (OSHA). The Company wants to ensure that our employees remain safe and injury-free when accidents are preventable. We expect our employees to refrain from horseplay, careless behavior and negligent actions. It is the Company’s policy to maintain a safe and secure working environment for all employees and clients. VVhile working, employees must observe safety precautions for their safety and the safety of others. All work areas must be kept clean and free from clutter and debris. Any hazards or potentially dangerous conditions must be corrected immediately or reported to a supervisor. Vehicles and equipment are to be operated by those authorized as a result of their knowledge, training, and experience. Before operating equipment for the first time, employees must have the approval of their supervisor. If the employee’s assignment involves the use of hazardous or toxic materials, all laws, rules, and regulations concerning their safe handling and disposal as published by the Company and governmental agencies having jurisdiction over such matters must be complied with. Consult your supervisor for full details, including Material Safety Data Sheets, container labeling, and training including information regarding exposure to and handling of such materials. The employee’s job may have additional safety guidelines that are established for their protection and the protection of others. If so, the employee will be required to know and follow them carefully. All work-related injuries and illnesses, regardless of the extent or nature, unsafe working conditions, and the need for maintenance or repair of vehicles or equipment must be immediately reported to management. Additionally, employees will be required to undergo a drug test immediately following the accident. Employees concerned about the possible safety of a work act should report concerns to their supervisor prior to performing that task. Employees who fail to comply with this procedure are subject to disciplinary consequences. CONFIDENTIAL: Revised February 1,2014 7O CONFIDENTIAL APF00000071 Security- Facilities Access and Visitors At Tenura and Operating Subsidiaries we want to ensure a safe and secure working environment. Our corporate office is located in a building that is equipped with personalized key card access. These key cards allow the security Company to limit access to the building and to monitor when a particular employee enters and exits the building during off hours. Security measures are in place at all other facilities. Although the security measures in place are extensive, no environment is 100% secure. It is the employee’s responsibility to take whatever precautions necessary to protect his or her personal property. An employee’s personal property is not the Company’s responsibility if damaged, lost or stolen. The Company’s insurance does not cover any items that do not belong to the Company. All visitors are to be escorted by authorized personnel to ensure proper client confidentiality. Please do not allow visitors to roam the premises unattended. CONFIDENTIAL: Revised February 1,2014 71 CONFIDENTIAL APF00000072 Solicitations, Distributions & Use of Bulletin Boards The Company believes that the workplace is not an appropriate place for employees to be subjected to solicitations or materials that do not pertain to Company business. To implement this policy, the Company has adopted the following guidelines: Employees may not solicit other employees for membership, contributions, funds, or other purposes during the employee’s working time, or at any other time if the solicitation interferes with other employees who are scheduled to work. Employees may not distribute literature (other than Company information) during working time or in working areas for any purpose. Employees may not use work e-mail or voicemail, or other resources, as a means to solicit or distribute non-work related materials. Activities that disrupt work hours or operations will not be allowed to continue. Persons who are not employed by the Company may not solicit or distribute literature on Company property at any time for any purpose. Working time includes the working time of both the employee doing the soliciting and/or. distributing and the employee to whom the soliciting and/or distributing is directed. Working time does not include break periods and/or meal periods. In some instances, the collection of money for presents, flowers, parties, donations, or for cases of particular hardship can be considered appropriate. In these exceptional cases, such collections may be permitted with the approval of management. All such approved solicitations should be made outside of working time. The only exception to the above is that the Company may authorize the solicitation of funds for recognized and established charities which benefit the general community. Failure to comply with this policy may result in disciplinary action up to and including termination of employment. CONFIDENTIAL: Revised February 1,2014 72 CONFIDENTIAL APF00000073 Smoke-Free Environment As the Company is committed to protecting and enhancing indoor air quality and the health and well-being of everyemployee and client, a smoke free environment has been established. Smoking, and the use of any tobacco product is not permitted at any time in Company work areas, including offices, hallways, meeting rooms, break rooms, restrooms, stairs, Company vehicles, and all other enclosed facilities, or in Company vehicles or customer or client areas. For purposes of this policy, smoking is defined as the use of tobacco products through pipes, cigars, cigarettes, and the use of e- cigarettes regardless of whether they contain tobacco. Smoking is only permitted outdoors, away from public entrances, pathways, walkways, or other areas that may conflict with the Company’s clean air commitment. The Company is in no way legally responsible for making designated areas available to smokers, but has allowed smoking outside to accommodate employees who choose to do so. Smokers should be considerate of coworkers, customers, and members of the public and help to maintain cleanliness by depositing cigarettes in appropriate containers and staying far enough away from doors so that smoke does not blow into the building. Employees who smoke must observe the same guidelines as non-smokers for the frequency and length of break periods. Failure to comply with the Company’s smoking policy may result in disciplinary action and or additional consequences as deemed appropriate by Company management. Social Events In order to foster cooperation and teamwork among employees, the Company will occasionally plan "social" events. Examples of such events include softball games, cookouts, or a day at the water park. All "social" events are optional and are not considered a condition of employment. As a result, employees are expected to participate at their own risk and may be asked to sign a liability waiver releasing the Company from any responsibility for injury. "Social" events will be conducted based on available time and financial resources and are therefore not guaranteed. CONFIDENTIAL: Revised February 1,2014 73 CONFIDENTIAL APF00000074 Termination Procedures Resignation Notice While we hope our employees will be happy and want to remain employed with the Company, there will be times when ~n employee will choose to Voluntarily terminate employment. In such cases, a written letter of resignation will be required. As a courtesy to the Company and other employees, a minimum two-week notice is requested. An employee’s termination date should correspond with his/her last day worked. Vacation, holidays, and other paid leave cannot be used to extend employment. Return of Company Property When an employee terminates employment, either voluntarily or involuntarily, al! property belonging to the Company must be returned before he or she leaves the office on the last day of employment. Items which must be returned include: documentation regarding confidential, technical and business information, lists of the Company’s clients, software, hardware and books purchased by the Company, corporate calling card, corporate credit card, cell phone purchased by the Company, the Employee Handbook and office keys or access cards. A checklist will be made available to the employee to aid in gathering all items to be returned. Failure to return Company property upon termination may result in the delay or withholding of the employee’s final paycheck. The employee will be responsible for any lost or damaged items. Pay on Termination Employees whose employment is terminated voluntarily will receive their regular salary for all days worked in the final payroll period as well as any applicable commissions on the Company’s next regular payday following the termination. You will be paid for al! accrued and unused vacation time upon resignation, separation, or retirement from the Company. However, in the event of a voluntary termination of employment, no payment may be made unless the employee gives at least a two-week notice, unless otherwise required by law. Additionally, any employee terminated for cause will not be paid unused vacation time or any other paid benefit, unless otherwise required by law. ¯ Accrued, unused sick pay is not payable at the time of termination. Additionally, all vacation and or sick pay taken, but not yet accrued will be deducted from your final paycheck. Employees whose employment is terminated involuntarily will receive their regular salary for all days worked in accordance with federal and state requirements. CONFIDENTIAL: Revised February 1,2014 74 CONFIDENTIAL APF00000075 Cancellation of Company Paid Benefits Employee’s insurance coverage will continue until the end of the calendar month after termination of employment. This should allow ample time for the employee to obtain alternate coverage. At the time of an employee’s termination, the employee will have the option to continue coverage through his/her group plan for an additional 18 months after termination of employment (see COBRA Benefits). Any Company paid benefits such as cellular phone service will be discontinued immediately. Exit Interview Within the first month following termination of employment, former employees may be asked to complete an exit interview. The purpose of this interview is to determine ways in which the Company may improve Employer/Employee relations. Responses to the questions in this exit interview will be kept strictly confidential and will not affect future employment opportunities with Tenura ahd Operating Subsidiaries. CONFIDENTIAL: Revised February 1,2014 75 CONFIDENTIAL APF00000076 Worker’s Compensation Insurance Employees of Tenura and Operating Subsidiaries are covered by Worker’s Compensation Insurance. Employees are entitled to benefits if, while carrying out activities for the benefit of their employer, they suffer an injury by accident. All injuries must "arise out of and in the course and scope of" the covered employment to be compensated. With respect to occupational disease, the employee will be entitled to benefits for disability due to a condition to which the employment significantly contributed. If an employee is off work due to an injury on the job that is covered by VVorkers Compensation, the employee may use available sick leave or accrued vacation time to cover the difference between his/her gross wages and what is paid by Worker’s Compensation until the sick leave is expended. If the employee does not wish to use sick leave, the Company will not cover the difference in wages. In order that we may file for benefits in a timely manner, you must report any work related injury to your supervisor immediately. To obtain benefits, an employee or his representative must give the Company written notice of any work-related injury within 30 days of the incident. In the case of occupational disease, the employee must give notice to the Company within 30 days of being advised by a competent medical authority that he or she has the occupational disease. Claim forms can be obtained from the Human Resource Department upon request. Employees returning to work must provide proof of rehabilitation or treatment from a licensed physician and verification that they are able to complete all job-related tasks. In the event that the employee cannot complete some of the tasks as ordered by the physician, the Company will modify his/her job load as business allows. Once a physician has verified that the employee can resume all job-related tasks, he/she will no longer receive workers compensation benefits. CONFIDENTIAL: Revised February 1,2014 76 CONFIDENTIAL APF00000077 1 13 APPLICANT'S EXHIBIT NO. 22 25 Message Center - 70585 Page 1 of 1 SUBJECT: Employee Handbook Name: 04520 - Nasseffar, Michael H, Date Received: 02/2812014 9:30 AM Message Type: Custom Company Notification Message Status: Acknowledged - 03106/2014 2:31 PM Emall Delivery Status: 02/28/2014 9:31 AM (to .,w.,,q.r.k..,e.,m.,,a.!,!) CONTENTS: Acknowledged by Nasserfar, Michael H. on 0310612014 2:31 PM In order to stay current, competitive and to align with our growth and expansion efforts, we recently updated a number of our employment policies. At Tenura, our culture plays a significant role in policy development and maintenance. All members of the Tenura team are guided and motivated by our mission which is our foundation and differentiates us from other organizations. Many of our updates are to ensure tools, resources and our workplace is consistent with our mission - one that is respectful, safe and free from all threatening and intimidating conduct. As employees and owners of the Company, it is important that all staff understand the policies and their role in that regard. Below is an overview of the updates: Vacation Policy: You asked for it in our Employee survey and we listened! Our vacation policy now allows for exempt staff to request time in 1!2 day increments and non-exempt staff in 30 minute increments. Additionally, on an exception basis, you may request up to 5 days of vacation carryover per year. The types of exceptions that will be considered include sickness or disability, when an employee is planning for an upcoming extended FMLA, military or other approved leave, when an employee has had to reschedule for urgent personal reasons, or when it is at the request of management Sick Pay: Similar to vacation, exempt staff can request time in I!2 day increments and non- exempt in 30 minute increments Drug-Free Workplace: Requires that prescribed medicines be in a container labeled by a pharmacist to the employee. Also, the use and effects of marijuana in the workplace, including when used for medicinal purposes, is prohibited irrespective of any state laws. Standards of Conduct: Requires that any employee charged, indicted, and/or convicted of certain crimes (moral turpitude, financial crime, industry related) must immediately report such to the Company Smoke-Free Workplace: Cladfies that smoking includes cigars, cigarettes, and e-cigarettes, with or without tobacco Social Media & Blogging: Separates personal use and business use guidelines of acceptable standards, therefore requires detailed attention and review thereof New Policies: Payroll & Pay Periods Policy; Media Inquiries Policy; lntema! Placement Policy Other policies updated: Respectful Workplace, Employer-Offered Benefits, FMLA & leave time specific to California employees, Lactation Policy, Time-off to Vote, Overtime & Timekeeping, ADNADAAA, Termination Procedures, Workers Compensation Please take time to read in detail and become familiar with the new policies. All staff will be required to acknowledge receipt and understanding of the new policies no later than February 28, 20t4. All policies are effective February 1, 2014; click here for the new Employee Handbook. Should you have any questions about the new policies or the acknowledgement process, please contact HR Support. Applicant’s Injunction Hearing Exhibit 022 https ://www.exponenthr.com/serviee/Client_Msg_Notifieation_D etails, asp?70585 4/30/2015 APF00028247 1 13 APPLICANT'S EXHIBIT NO. 23 25 Message Center - 70659 Page 1 of I SUBJECT: Employee Handbook ,3 Name: 04520. Task, Michael E. ’~ Date Received: 02!1112014 4:30 PM ::.~, ~ Message Type: Custom Company Notltlcatlon Message Status: Acknowledged - 02/16/2014 "7:32 AM Emall Delivery Status: 0241112014 4:30 PM (to ..w..o,,r,,k.,,e,,.m,,.9,,i,I) CONTENTS: Acknowledged by Task, Michael E. on 02/16/2014 7:32 AM In order to stay current, competitive and to aiign with our growth and expansion efforts, we recently updated a number of our employment policies. At Tenura, our culture plays a significant role in policy development and maintenance. All members of the Tenura team are guided and motivated by our mission which is our foundation and differentiates us from other organizations. Many of our updates are to ensure tools, resources and our workplace is consistent with our mission - one that is respectful, safe and free from all threatening and intimidating conduct. As employees and owners of the Company, it is important that all staff understand the policies and their role in that regard. Below is an overview of the updates: ¯ Vacation Policy: You asked for it in our Employee survey and we listened! Our vacation policy now allows for exempt staff to request time in 112 day increments and non-exempt staff in 30 minute increments. Additionally, on an exception basis, you may request up to 5 days of vacation carryover per year. The types of exceptions that will be considered include sickness or disability, when an employee is planning for an upcoming extended FMLA, military or other approved leave, when an employee has had to reschedule for urgent personal reasons, or when it is at the request of management ~, Sick Pay: Similar to vacation, exempt staff can request time in 112 day increments and non- exempt in 30 minute increments ¯ Drug-Free Workplace: Requires that prescribed medicines be in a container labeled by a pharmacist to the employee. Also, the use and effects of marijuana in the workplace, including when used for medicinal purposes, is prohibited irrespective of any state laws. ¯ Standards of Oonduet: Requires that any employee charged, indicted, and/or convicted of certain crimes (moral turpitude, financial cdme, industry related) must immediately report such to the Company ¯ Smoke.Free Workplace: Cladfies that smoking includes cigars, cigarettes, and e-cigarettes, with or without tobacco ¯ Social Media & Blogging: Separates personal use and business use guidelines of acceptable standards, therefore requires detailed attention and review thereof ¯ New Policies: Payroll & Pay Periods Policy; Media Inquiries Policy; Internal Placement Policy ¯ Other policies updated: Respectful Workplace, Employer-Offered Benefits, FMLA & leave time specific to California employees, Lactation Policy, Time-off to Vote, Overtime & Timekeeping, ADA/ADAAA, Termination Procedures, Workers Compensation Please take time to read in detail and become familiar with the new policies. All staff will be required to acknowledge receipt and understanding of the new policies no later than February 28, 2014. All policies are effective February 1, 2014; click here for the new Employee Handbook. Should you have any questions about the new policies or the acknowledgement process, please contact HR Support. Injunction Hearing https://w~,~v.exponenthr.com/service/Client_Msg_Notification_Details.asp?70659 4/30/2015 APF00028248 1 13 APPLICANT'S EXHIBIT NO. 24 25 Introduction Receipt of Company Employee Handbook This employment guide ("Employee Handbook" or "Manual") is a compilation of human resources policies, practices and procedures currently in effe_ct, at Tenura Holdings, Inc. ("Tenura") and its respective subsidiar’~s including AmeriPro Funding, Inc., Reliant Title Agency. LLC, Pdvatus, LLC, and AmeriFirst Insurance Agency, LLC ("Operating Subsidia~es’) (the Operating Subsidiaries and Tenura shall collectively be referred to as the "Company"). The Company is an equal opportunity employer. This Manual is designed to introduce employees to the organization, familiarize you with Company policies and benef’rts as they pertain to you as an employee, provide general guidelines on work rules, disciplinary procedures and other issues related to your employment, and to help answer many of the questions that may arise in connec~on with your employment. This Manual and any other provisions contained herein do not constitute a guarantee of employment or an employment contract, express or implied. Your empioyment is "at-will" which means it may be terminated for any reason, with or without cause, and with or w~hout no~ce. Only the President of Tenura or other authorized representative(s) of the Company has the authority to enter into a signed written agreement guaranteeing employment for a specific term. This Manual is intended solely to describe the ;)resent ;~olicies and working conditions at the Company. This Manual does not purport to include every conceivable situation; it is merely meant as a guideline, and unless laws prescribe otherwise, common sense shall prevail. Of course, Federal. state, and/or local laws will take precedence over Company policies, where applicable. Human Resources Policies are applied at the discretion of the Company who reserves ~e dght to change, withdraw, apply, or amend any of our policies or benefits, including those covered in this Manual, at any time. The Company may notify you of such changes via emaiL posting on the Company’s intranet, Portal or Website, or via a pdnted memo, notice, amendment to or reprinting of this Manual, but may, in its discretion make such changes at any time, with or v,~thout notice and without a written revision of this Manual. By signing below, you acknowledge that you have received a copy of the Company’s Employee Handbook, and understand that it is your responsibility to read and comply w~h the poficies contained therein and any revisions made to it. Furthermore, you acknowledge that you are employed "at-will" and that this Manual is neither a contract of employment nor a legal document Unless otherwise noted, information in this manual supersedes all previous communications, other than the Employment Agreement on the addressed topics. Signature Date Tycord R Gosnay Please print your full name Please sign and date one copy of this notice and return it to Human Resources. Retain a second copy for your reference. CONF!DENT=,AL: Re’#ised February 1.2014 Applicant’s Injunction Hearing Exhibit 024 CONFIDENTIAL APF00000360 1 13 APPLICANT'S EXHIBIT NO. 27 25 Due Diligence []Jackson Thoma~ Now that we arc this far along, I want to make sum we oomplet¢ some im~pogam parts of’the du~ diligence. I believe Jasoa spo~ to most of the questions you sent over last week. ~ the attached document should be a good additional resource for yma-Du~ Diligence. t tacs¢ ~acl~ to us vy me weeg--~a: Year To Date P&L and Last Year’s PS~L..~aso~ m~afioncd you my ~ ~ ~ ~te ~i~ ~ ~ ~ ~ is ~ ~t ~ ~y e~ ~ ~ ~N~g ~ ~ & to ~ci~ ~ &mils ~d ~ ~iat~ is ~- I ~ ~ena~t ~ ~~le~l ~c~ ~ ~it to ~. ~1 ia~ ~s is t6~ Regent P~b ~d L~ Y~’s ~ PS - Jason mer~oned you have another LO that you work with. Will he be able to come to Dallas o~ Monday?. It would be great to meet him if possible. 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I.g’# qV J.E] Et~D~’9.LMOI,,~I ),IVO ’ | 99’¢000 £;8Z-g~,-NO-I,-C] 91," I..~"P-IV !~ BE)VOJ.NOF,! NVO 1 13 APPLICANT'S EXHIBIT NO. 29 25 Statement of Income Month and Year To Date Ameripro Funding, Inc. For the period ending: 11/30/2014 By Branch 152180 (Nasserfar) MTD YTD o o o 41100-152180 Originatiou fees o .00 4,194. I 1 ~o Total Origination fees ~0 .00 4,194.11 41355-152180 Application fee income .00 5, 100.00 Total Application £ees .00 5,100.00 41357-[521g0 Credit report fee income .00 230.94 55600-152180 Credit report expense .00 14,839.56 Total Credit reports .00 15,070.50 41380-152 [ 80 Branch admin fee .00 -550.00 Total Branch administration fees _.1 .00 -550.00 41860-|52180 Brokered loan fee income .00 34,590.56 ul Total Brokered loan fees .00 34,590.56 UJ 41850-152180 Misc production income .00 125.00 Total Other fees .00 125.00 42301-152180 Premium discount - branch 22,351.60 331,289.33 o Total Premium discount - branch 22,351.60 331,289.33 42300-152180 Premium disconnt - Io 45,510.41 663,400.63 0 Total Premium discount - Io comp 45,510.41 663,400.63 42400-152180 Pair-offallocation .00 1,771.51 Total Pair-off allocation .00 1,771.51 68502-152180 Corporate tees - neo .00 -500.00 Total Corporate neo fees .00 -500.00 MTD YTD Total Income 67,862.01 1,039,652.08 Expense 52426-152180 Lender credits - gfe cures 23,078.37 161,563.50 52427-152180 Lender credit - 10% cure 41.80 4,024.87 Total Lender/broker credits 23,120.17 165,588.37 52450-152180 Origination errors expense .00 74.00 Total Origination errors .00 o 74.00 o 55110-152180 Commission expense - loan officers .00 352,325.77 co Total Cmnmission expease - loan officers .00 352,325.77 55111-152180 Commissioa offset ~00 -48,693.40 Total Commission offset .00 -48,693.40 55280-152180 Undel’writlng fees 741.63 9,061.97 Total Underwritiug fees 741.63 9,061.97 55350-152180 Verification tees 847.89 15,757.93 Total Verification fees 847.89 15,757.93 55700-152180 Late / penalty .00 25.92 < Total Late fees and peualfies .00 25.92 60100-152180 Salary and wages 8,280.06 95,338.98 Total SalaD, and wages 8,280.06 96,338.98 < 60450-152180 Bonus - employee .00 54,369.21 Total Employee bonus .00 54,369.21 0 61000-152180 Rent expense 2,012.59 33,990.34 < Total Rent expense 2,012~59 33,990.34 © 61100-152180 License and pem~its .00 100.00 Total License and permits .00 100.00 61300-152180 Office supplies & expeuse .00 1,155.46 Total Office supplies & expense .00 1,155.46 61600-152180 Postage .00 5.32 MTD YTD Total Postage .00 5.32 61380-152180 Courtiers & shipping .00 54.25 Total Couriers & shipping .00 54.25 61700-152180 Bank charges 12.47 18.40 Total Bank charges 12.47 18.40 61900-152180 Dues aud subscriptions .00 149,50 Total Dues and subscriptions .00 149.50 62150-152180 Repair and maintenance ,00 34.92 Total Repair aud maintenance .00 34.92 62200-152180 Utilities 197.98 1,794.33 Total Utilities 197.98 1,794.33 62210-152180 Interact service 971.83 4,871.53 Total lnternet service 971.83 41871.53 62250-152180 Telephone .00 200.34 Total Telephone .00 200.34 62310-152180 Health insurance 1,290.60 12,365.01 Total Lit~ and health insurance 1,290.60 12.365.01 63100-152180 Depreciation expense .00 1,884.65 Total Depreciation expense .00 1~884.65 6’1100-152180 Payrolt tax expense -I,388.50 24,173.97 Total Payroll tax expense -l,388.50 24,173.97 65600-152180 Meals and entertainment ,00 1,707.21 Total Meals and entertainment .00 1,707.2 I 66000-152180 Computer expense .00 29.22 Total Computer expense .00 29.22 67100-152180 Seminar and training .00 348.00 Total Seminar and training .00 348.00 70100-152180 Advertising & marketilng expense .00 142,838.85 MTD YTD Total Advertising & marketing expense .00 142,838.85 68501-152180 Corporate per file fees 1,500.00 23,250.00 Total Corporate per file fees L500.00 23~250.00 68500-152180 Corporate allocation expease 3,74,t.71 78,007.49 Total Corporate alloc~tion - volmne based 3~744.71 78~007.49 o Total Expenses 41,331.43 986,667.10 o Net Income (loss) 26,530.58 52,984.98 o0 © 1 13 APPLICANT'S EXHIBIT NO. 30 25 o g9~O00 ggZ-£ I,-Ng- 1,-0 £ 1." I,~’f’ -IV 1q ::::19’~’91N0~ >IVO 99g000 ggZ-gI.-Ng-!.-CI gl." l.g’l;, qV 13 EIgVg!MOIAI :NVO Z9£000 £8Z-gI.-Ng-I,-(] gl." 1,~’#-IV 19 =IgVgJ_NOV’,J ~,IVO 89g000 98Z-9 !.-Ng- l.-a cj; I." I.g’# "IV J_:::l ’=IgVg.LMOl/~ ~’O 69£000 ggz-g I.-Ng- I,-C] g !." I,~’# -IV 1~t OZ£O00 £8Z-£ I.-N~D-I.-CI £1." ~.~"I;, "IV ±::1 q~DWD/NO# )4VO l.Z$O00 ggZ-gl.-N9-1.-C1 gl," 1.~’~ -’IV !’=1Bg"~’91HO~ ~IVO ~L~:O00 g~Z-g!,-N~)-!,-O gl," I,~’~,-1’~’ _L=I zI~)V~D.L~OIAI >tVO £L~:O00 ggL-gI.-Ng-I.-O £1." I.Z’# qV ±B 99Vg..L~tOIf,,1 #LSO00 £8Z-£ I,-Ng- I.-C! g I." 1,~’# -IV J.=l HOVO_LHO~ ~’IVO 9ZSO00 ggZ-gI.-Ng-£-C] 91." I.g’f’ ’IV 13 ’qgVg±~lOIAl 8Z~:O00 £8Z-£ I,-Ng- I.-C] g I," I.~’"¢ -IV !~ ::::IgVg_LNO~ 6Z’gO00 98Z-gl,-N©-I,-CI gl,’l.g’# qV _L:::I HgVgJ.~IOtAI ),tVO | ! © o | I I I ~0 0 o 0 © o~ 0 co © o~ o o o © © 0 o 0 00 © 66£:000 98Z-9 I.-Ng- ! ° ! 002000 ggZ-gl,-Ng- I.-Ct gl." I.~’I~ "IV I I I I 1.0~000 cjSL-9 L-NE)-I,-C] 9L" ~.~5"’P-tV 1~ ~E)VE)!~O~ NVO ~0~’000 g~Z-g !.-N~)- I.-CI g 1." I.~’~-1~" let ::t~D’~’~)IHOIAI | | 8##000 gsz-g I.-Ng- I,-CI g l." I,g’# "lV .L:~ ’qgVg_LE:IO1/~ >lVO 6##’000 ggZ-9 I.-Ng- I,-CI g 1." !,~’#’ -IV’ l:::l :::IgVglMOIAI )’IVO 1 13 APPLICANT'S EXHIBIT NO. 31 25 OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000036 OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000037 OAK MORTGAGE ETAL 4.21,11 i D-1-GN-15*785 000038 OAK MORTGAGE ETAL 4.21.15 D-1-GN-IS-785 000039 Lender Credits OAK MORTGAGE ET AL 4.21.1~ D-I-GN-15-785 000040 ~Expense’s OAK MORTGAGE ETAL 4.21,15 D-1-GN-15-785 000041 $19.OO $29.22 Ss7,~.621 OAK MORTGAGE ET AL 4.21.1 D-1-GN-15-785 000042 1 13 APPLICANT'S EXHIBIT NO. 32 25 Applicant’s Injunction Hearing Exhibit 032 OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000730 OAK MORTGAGE ET AL 4.2115 D-1-GN-15-785 000731 OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000732 CRAIG HERN~ANDEZ K]M OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000733 OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000734 OAK MORTGAGE ET AL 4.21,15 D-1-GN-15-785 000735 OAK MORTGAGE ET AL 4,21,15 D-1-GN-15-785 000736 OAK MORTGAGE ET AL 4.21,15 D-1-GN-15-785 000737 OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000738 1 13 APPLICANT'S EXHIBIT NO. 33 25 Statement of Income Year To Date Ameripro Funding, Inc. For the period ending: 8/31/2014 By Branch 152180 (Nasserfar) YTD ]l-lcome 41100-152180 Origination fees 4,194.II Total Origination fees 4,194.11 41355-152180 Appiication fee income Total Application fees 7-152180 Credit report:fee inc~-mme 230.9~ ~ 0- 180 cro i o o ex o o Credit repots 41380-152180 Br~ch a~fee ~~~ rot~ Br~ch a~s~ation fees -550.00) ~ ~t ~ 41860-152180 Brokered loan fee income Total Brokered loan fees 29,878.21 41880-152180 Misc production income Total Other fees 42301-152180 Premium discount - branch Total Premium discount - branch 263,478.18’) 263,478.18 42300-152180 Premium discount - lo 519,270.01 Total Premium discount - Io comp 519,270.01 42400-152180 Pair-off a!location 1,771.51 Total Pair-off a/location 1,771.51 68502-152180 Corporate fees - neo Total Corporate neo fees OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000708 YTD Tota! Income 822,797.96 Expense 52426-152180 Lender credits - gfe cures 52427-152180 Lender credit - 10% cure !04,87!.27773.44 Total Lender/broker credits 105,644.7I 52450-152180 Origination errors expense 74.00 Total Origination errors 74.00 55 ! !0-152180 Commission expense - loan officers 300,342.22 Total Commission expense - !oan officers 55111-152180 Commission offset -38,373.25 Total Commission offset -38,373.25 55280-152180 Unde~wcriting fees 6,5!2.25 )’~1~ Total Underwriting fees 55350-152!80 Verification fees ~.~.,] 12,249.46 ] TotaI Verification fees 55700-152180 Late / penal~ Total Late fees and penalties 60100-152180 Salary and wages Total Salary and wages 60450-152180 Bonus - employee Total Employee bonus ~. 61000-152180 Rent expense !8,!58.77~t. Total Rent expense 18,158.77/ 61100-152180 License and permits Total License and permits 61300-152180 Office supplies & eK~ense Tota! Office supplies & expense 61380-152180 Couriers & shipping 54.25 OAK MORTGAGE ET AL 4.21.15 D-1 -GN-15-785 000709 Total Couriers & shipping 54.25 / 61900-152t80 Dues and subscriptions Total Dues and subscriptions I49.50,) 62200-152180 Utilities 957.39 ) Total Utilities 622!0-152180 Internet service Total Internet serT~-"~’-~’~ 62250-152180 Telephone Total Telephone 62310-152180 Health insurance ~ L ’ " surance 64100-152180 PayrolI tax expense Total Payroll tax expense ~ ... ~ 65600-152180 Meals and entertainment Total Meals and entertainment 19.00 66000-152180 Computer expense 29.22 Total Computer expense 29.22 67100-!52180 Seminar and training 348.00 Total Seminar and training 348.00 70100-!52! 80 Advertising & marketiing expense Tota~_n~xpense 68501-152180 Corporate per file fees Total Corporate per file fees / ~,.d: ,~ 68500-152180 Corporate allocation expe4,~£.~.qA Total Corporate al!ocation - volume based ’,,.s " " 65,712.86~ ~,/d o...5 Tota! Expenses 769,937.63 Net Income (toss) 52,860.33 OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000710 1 13 APPLICANT'S EXHIBIT NO. 34 25 Statement of Income Report Branch: 152180 (Nasserfar) For the period ending: 8/3112014 Fln~tmtGroul~ MTD YTI) 41355-152180 Applicallon fee income 500.00 4,900.00 Total Application fees " 500.00 4,900.00 41357-152180 Credit rc~ ~ee htcomc .00 179.25 55600-152180 Credit report expense .00 8,239.58 ’l~tal Credit repo~ .00 8,418.83 41370-152180 Proc~sing fees .00 8,020.00 Total Processing .00 8,020.00 41380-1521g0 Branch admin fee .00 -550.00 Total Branch adminislrafion fees .00 -550.00 41860-1~2180 Brokered ~an t~e income .00 29,878.21 Total Bmke=~d loan ¯ 00 29,878.2 I 41880-152180 Misc production h=come ¯ 00 125.00 Total Other fees .0O 125.00 42301-1521g0 P=~mlum discom=t - bra,ch 34,271.59 222,303.5 I I~tal ~mium discount - branch 34,271.59 222,303.5 I 42300-152180 Premium discou,t - 70,002.20 ,121,173.90 Total P~mimn discmmt - Io ~mp 70,002.20 42 I,I 73,90 42400=152180 Pair-o~ at[ocalion Total Pair-off allocation 68502-1521g0 Corporate fees - ,00 -500.00 3%tal Corporate neo .00 -500.00 Total Income 104,773.79 687,30 !.38 Expense EXHIBIT OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000836 lituS|mtGroup MTD YTD 52426-152180 Lender eredlts - g[~ cures 14,,;t9.58 86,649.09 52427-152180 Lender credit - 10% cure 17.00 206.25 "l~lal Leodertl~roker credils ~ 86,855.34 55110-152180 Commission e×pense - loan o[’ticer:s 9,512.21 272,890.37 Total Cornmisslon expense - Iota| officers 9,512.21 272,890.3"~ 5511 I-I 52180 Conlmission o ff~set -3,496.25 -36,373.25 _Total C~ ommlssiou offset , $5280-152180 Underwritlng fees C I) ~ 55350-152180 Verification fees ~rotal Vcrlf~atiou fees 55700-152180 Late / penalty 5.91 25.92 q2)tal l~ate fee~ and penalties 5.91 25.92 60100-152180 Sala~ aud wages 7,838.00 93,399.32 ~ Tolal Salary amt wages 7~838.00 60450-152180 Bom~s - employee .00 36,812.22 Total Employee bonus .00 61000-152180 Rellt expettse .00 13,897.96 "Ik~tal Rent expense .00 13~857.~6 61100-152180 License mid permits .00 100.00 ’lbtnl License and pennlts .fl0 100.(10 61300-152180 O~ce supplles & cxpeuse ,162A5 998A9 Torn! Office supplies & expense ,162.15 998.49 61380-152180 Courlers&shipping .00 54.25 Total Couriers & shipping .0O 54.2~ 6t900-152180 Dues aod subscripllons t,19.50 149.50 ’l~tal Dues and subscriptious 149.50 149,50 62200-152180 Utilities 357.20 957.39 OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000837 IqaStmlGroup MTD YTD "lbtal Ufililics 357.20 957.39 62210-152180 Interoct service 2,862.24 2,862.24 "tk~tal h~ternct servic~ 2,862.24 2,862.24 62250-152180 Tdcl~ho~ 7&81 78.81 "lblal Tclcphon¢ 78.81 78,81 62310-152180 Health insu~ncc 1,202.77 -1,095.02 lhtal l,ff~ and hcalfl~ iasu~mc¢ 1,202,77 ~1,095.02 53100-152180 Depreciation ex~nse 1,176.37 1,176.37 "lhtal Dept~eiatioa expense 1,176.37 1,176.37 64100-152180 Pay~ll tax expense -405.33 21,713.45 ’l~tal Pay~ll lax expease -405.33 21,713.4.~ 65600-152180 Meats aad enterlainmeat .00 19.00 Total Meals m~d entertainment .rio 19.00 66000-152180 Computer expense .00 29.22 "I~tal Computer expense .00 29~22 67100-152180 Seminar and trainiag .00 348.00 Tolal Seminar and I~iaing .00 348.00 70100-152180 Adverlising & marketiiag expea~e 15,000.00 127,090.84 "l~tal Advertising & marketing expeose [ 5,000.00 127,090.84 68501-152180 Corlmrate per file t~es 2,550.00 16,950.00 "l~tal Corporate per file t~es 2,550.110 16~950.00 68500-152180 Corporate allocatioa expense 5,833.52 57,909.62 ’lbtal Corporate allocation - w~hmle based 5,833.52 57,909.62 Total Expenses 58,531.116 723~851.33 Nel Iacome (loss) 46,242.73 -36,549.95 OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000838 1 13 APPLICANT'S EXHIBIT NO. 35 25 Ty Gosnay Sent: Tuesday, January 13, 2015 3:32 PM To: tgosnay@gmail.com Subject: community fees Attach: Community Fees.xlsx Ty Gosnay AmeriPro Funding Inc. 12800 Hi!! Country Boulevard, Suite G-126 Austin, TX 78738 Cell: 5!2.914-0546 Fax: 512.233.5853 Email: tgosnav@ameriprofunding.com Apply Now: http://tgosnay.ameriprofundin.cj.com NMLS #997663 Company #131699 Your Dedicated Lending Team Julie Curby - Client Coordinator - JCurby@AmeriProFunding.com Amber Cortese - Senior Loan Processor - ACortese@AmeriProFunding.com Confidentiality Notice: This communication may contain prMleged and / or confidential informa~on. It is intended solely for t~e use of the addressee. If you ate not the intended recipient, you are strictly prohib~ed from disclosing, copying, distributing or using any of this information. If you received this communication in en’or, p~ease contact the sender in’v~edtately and destroy the material in its entirety, whether electronic or herd coW- This communication may contain nonpub~ personal information about consumers subject to the res~ictions of the Grernm-Leach*Bi~ey Act. You may not direc~y or ind"=recfly reuse or re<:F,~ose such infon~l~on for any purpose other than to provide the services for which you are receiving the information. There are risks ~ssociated w~ the use of electronic t~ansmission. The sender of the infom~ation does not control the method of b’ansrnittal or service oroviders and assumes no dub/or obligation for the security. receipt, or third l:~rty intercep~on of this transmission. CONFIDENTIAL APF00026477 ] B C COMMUNITY IIOA One- Rough Hollmv 2 TAX RATE HOA FEES/Mo Time Fee Lakeway Marina Center~a ......... Dues - Mandator~ ..... 4 Rancho Sienna (]enterrl GeoD~.town . Dan 78628 512 689-70117 ~ Falcon l~ointe ~ Centerm - Kr~Dees 786(~1 $35 931-2174870 $3.03/S 190 ~ l’emvista - (2enterm- Bob Ellenl~c ~ 78(~4 $57 512-914-8788 ’$9.2.98/S I $47 The Enclave - llo,gh I I~llow - (]entem~ 78735’~;reg 512-417-7~73 $3.07/SI(X) $107.50 $215 $75 Monthly 8 The Overlook - Rou~ J lollow - Ccntcrra 7873,1 (~ $3.07/S I O0 $107.50 $215 9 Whltcsto~m Oaks Ccntcrra 78613 Amy Wills 512695 ~525 62.50 bdo,~ thly_.~_ 111 Siena Round Rock Andrew Gomcz 512 2933987 $44 11 Brohn $3.27~129/$ I O0 $21 t2 Whitcstonc Oaks - Brolm 78613 - Da~c oincr 512-9"I0-7646 $2.55/$ l{~} $,14 1~ Bcllamy Cedar Park - Brolm 78613 - t]oris 512-626-8,t73 1~ (2munons at Rowe Atmc Ford 512-554-5198 $15{} $3.16/{; I00 $40 l~.[)avc Bamcs - 512-470-2615 l~ Serene 1 lills - h~kcwav - Dave 78669 ...... $2.8/1 (}0 $63 17 ~verlook- l.cander C6stv 512-947-8379 $2.76/1 41.66 per month 18 Rim Rock BorisShortcr 78619 2.9145/$ I(~} ,100!ammally 19 Clark Wilson ~ 20 [ Georgetown Village (]k~ (]hrls Not a PUD 78633 " h,spcm,gliollow-(.W-~:hn~_ Buda 18610 $33.0O 51at t{allch (]XV Dcbra (~hrlst I lult6 2.96 31.66 -- ~ 2.96 32 Builder - Title Office Contract Title Gmcy Title, 8015 North Shoal Creek Blvd., Suite #114, Austin, TX 78757, Amanda Ccntera DcMitri, Escrow Officcr, 512- 322-8734, marisa.dcmit ri@prospcrtitlc.c $3{XX} to Closin~ CONFIDENTIAL APF00026478 CONFIDENTIAL APF00026479 C Platinum Title, 6836 Bee Caves, Stc 225, Austin, TX 78756, Connie Lincoln, Bmhn - show all of OTP on Fee Sheet - Must Wire Funds for Closing l~scrow Officer, 512-732- 0801, 25 connic@platinumdtlcpamacrs. 1/2 o f O’t’1) Indcpcndcnce Title, 901 S. Mopac Bld 2, Stc 570, Austin, I’X 78746 ~]odie Wilkinson, Clark Wilson I ’;scrow Officcr, 512-329- 5299c 26 iwilkins{m@indcpendencelitlc, $50iR) + OTP CONFIDENTIAL APF00026480 1 13 APPLICANT'S EXHIBIT NO. 36 25 Ty Gosnay Sent: Tuesday, lanua~ I~, 2015 .~..~0 PM To: tgosnay@gmail.com Subject: Mort letter Attach: Mortgage Letter - Michael Nasserfar Ameripro Funding.doc Ty Gosnay AmeriPro Funding Inc. 12800 Hi!! Country Boulevard, Suite G-!!6 Austin, TX 78738 Cell: 512.914-0546 Fax: 512.233.5853 Email: tl~osna¥@ameriprofu haling.corn Apply Now: http://tgosnay.amerir~rofundin.q.com NMLS #997663 Company #131699 Your Dedicated Lending Team Julie Curby - Client Coordinator -JCurby@AmeriProFunding.com Amber Cortese - Senior Loan Processor - ACortese@AmeriProFunding.com Confidentiality Notice: This comn~nication may contain privileged and / or confidential informal~on. R is intended solely for ~e use of the addressee. If you are not the intended recipient you are strictly prohibited from dis(dosing, copying, distributing or using any of this info~n, ff you received this corrcnunication in error, please contact the sender immediately and destroy the material in its entirety, whether electronic or hard COW. This cornmunica0on may contain nonpubr~c personal information about consumers subject to the restrictions of the Gremm-Leach-Bl~ey Act. You may not directly or indirecffy reuse or red’tsdose such information for any purpose other than to provide the services for which you are receiving the information. There are risks associated with the use of electronic transmission. The sender of the information does not control the method of" ~ransmittal or service m’oviders and assumes no du~ or oblkja+3on for the security, receipt~ or third party interce;~tion of this transmission. EXHIBIT li CONFIDENTIAL APF00026483 Michael Nasserfar Team 4~o64 Applicant: ~ Property Address: TBD It is a pleasure to inform you that after review of your signed application and credit report information, you have been Pre-Qualffied for. Purchase Price: $380,000 Loan Amount: $304,000 Qualifying interest Rate off 4.500% Term of:. 36o months Maximum Loan - to- Value Ratio; 80% Type and Description: Conventional Mortgage Banker received a signed application for the Loan from the Prospective Applica~. Mortgage Banker reviewed the Prospective Applicant’s credit repot. Mortgage Banker reviewed the Prospective Applicant’s credit score. Mo~gage Banker reviewed the following additional ftems: The Prospective Applicant has provided the Mo~gage Banker with the following information about the Prospe~ive Applicant: I ncome Available cash for down payment and payment of closing costs Debts Other Assets Based on the information that the Prospective Applicant has provided to the Mortgage Banker, as described above, the Mortgage Banker has determined that the Prospective Applicant is eligible and qualified to meet the financial requirements of the Loan. This is not an approval for loan. Approval of the Loan requires: a. Verification of the information provided b. Verification of financial status and credit report to remain substantially the same until the Loan closes c. Collateral for the Loan (subject property) to satisfy the lender’s requirements (example: appraisal, title, survey, condition and insurance) d. The Loan ~pe and terms, as described, to remain available in the market e. The Prospective Applicant to execute loan documents the lender requires f. The following additional items: Selling home to qualify Michael Nasserfar Mortgage Banker #209485 12600 Hill Country Bird, Suite R-275 Austin, TX 78738 Ph: (512) 583-5791 E Fax (512) 233-5853 Email: mnasserfar~..ameriprofundinq.com website: www.michaelnasserfar.com CONFIDENTIAL APF00026484 1 13 APPLICANT'S EXHIBIT NO. 37 25 Michael Nasserfar Team ~1~3h5 Property Address: TBD It is a pleasure to inform you that after review of your signed application and credit report information, you have been Pre4:~ualified for: Purchase Price: $320,000 Loan Amount: $304,000 Qualifying Interest Rate of;. 4.00% Term off 36o months Maximum Loan - to- Value Ratio: 95% Type and Description: Conventional Mortgage Banker hos not received a signed application for the Loan from the Prospective Applicant. Mortgage Banker has reviewed the Prospective Applicant’s credit report. Mortgage Banker has reviewed the Prospective Applicant’s credit score. Mortgage Banker has reviewed the followingadditional items: The Prospective Applicant has provided the Mortgage Banker with the following information about the Prospective Applicant: Income Available cash for down payment and payment of closing costs Debts Other Assets Based on the information that the Prospective Applicant has provided to the Mortgage Banker, as described above, the Mortgage Banker has determined that the Prospective Applicant is eligible and qualified to meet the financial requirements of the Loan. This is not an approval for loan. Approval of the Loan requires: a. Verification of the information provided b. Verification of financial status and credit report to remain substantially the same until the Loan closes c. Collateral for the Loan (subject property) to satisfy the lender’s requirements (example: appraisal, title, survey, condition and insurance) d. The Loan type and terms, as described, to remain available in the market e. The Prospective Applicant to execute loan documents the lender requires f. The following additional items: Selling home to qualify Michael Nasserfar Mortgage Banker #209485 12600 Hill CountnJ Blvd, Suite R-275 Austin, TX 78738 Ph: (512) 797-8916 Email=: michaeln~,oakmortqaqeqroup.com website: www.michaelloan.com OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000739 . 1 13 APPLICANT'S EXHIBIT NO. 38 25 Iy Gomay TV Gosnay AmeriPro Funding inc. 12800 Hill Cou,~t~¢ Boulevard, SuRe G-116 Aust~o, TX 78738 ~1!: 512.914~5~ Fax: 512.233.5853 Emai]: tgosn av@ amergprofund~ng.co m ~ptV Now: hRp:/~gosnay.amedprofundin~.~m NMLS ~97663 Corn pa ny #131699 Your Dedimted L~r~ling Te~m J~lie Curby - Client Coordinator - JCurby@AmeriProFundingocom Amber Cortese - Senior Lean Processor - ACortese@AmeriPro Funding.corn Conf’~dentiality Notice: This ~’:~t,"h’x~nJcation may ~or~in privileged and I or confidentJa{ information, it is ~rb~pMed ~olely for tf~ ~se of the addressc-a. I’i’yau are not ~e intetx~ed re~pMnt, y~u ~re strictly prohibited ~m d~ng, ~p~dng, d~b~ or using any ~ ~is i~o~ion. ~ y~ r~k, ed ~ ~un~on in e~or, p~ase ~ ~e ~ ~d~teiy and de~oy ~ ~al in ~ entire~, ~er e~nic or hard ~py. This ~n~n ~y ~in nonp~lie ~nai iM~wa~on a~om ~u~m ~ to ~ re~ions of ~ Gm mm-Lea~-Bl~y A~ You may not d~y or Mdir~ reu~ or r~ s~ M~on ~r any ~ ~r ~n ~ pr~ ~e ~J~s for ~ich ~u are reaming t~ info~5on. ~ere ~ d~s a~Mted ~ ~ ~ of e~ooic ~n~s~on. T~e ~ ~ ~e i~o~n ~ not ~m~ ~ ~ of ~nsm~l or sewi~ ~vig~ and as~ no 5~ or ob~tion ~r ~ ~, EXHIBIT Applicant’s Injunction Hearing Exhibit 038 CONFIDENTIAL APF00026475 Rate APR 30 year I:onventional with 20% Down Payment 4.250 4.343 15 year Conventional with 20% Down Payment 3.375 ~.~27 30 year FIIA with 3,5% Down Payment 4.000 5.579 30 year VA with 0a!o Down Payment 4,000 4,258 Notice: For informational purpo.4es only; not intended for redistribution, Tbis is not a commitment to lend or e×tend credit. Information on interest rates is subject to change without notice. All loans are subject to approval. Additional restrictions may apply. It is assomed unless otherwise noted that closing costs are paid out ofpockek, this is a primary residence and a single Pamily home; minimum credit score is 74.0 with the sales price based on $250,000, Interest rates provided m’e based on 4/~5/2015 and good for I day Assuming 15 days of prepaid interest Financing options provided by Michael Nasserfar, Amerlpro Funding, Please call 512-583-5724 for more information, Interest rates are subject to cbange without notice, This information is provided to assist the real estate professional and is not an offer to extend credit as defined by Regulation Z. CONFIDENTIAL APF00026476 1 13 APPLICANT'S EXHIBIT NO. 43 25 From: Roy D. Rector Eric, A~ached is the preliminary notes and supporting exhibits regarding the Task computer. Note that it is "notes" and not a final product. Feel free to call my cell if you have questions. Thanks, Roy 3 ]:~.n i~jit al Forensics Roy D, ]lector 1803 West Avenue Austin, TX 78701 Office: (512) 895-9555 Cell: (512) 203-0021 rov~r3forensics.com www.r3forensics.com From: Behrens, Eric [mailto:EBehrens@gdh.m.com] Sent: Wednesday, April 22, 201S 3:$6 PM To: roy@r3forensics.com Subject: Here’s my e-mail address Thanks, Roy. Eric G. Behrens 5t 2.480.5662 (direct phone) 512.480.5862 (direct fax) OI~AV~| OOUOHI.Q~’Y HEA#ON :& blOODY 401 Congress Avenue, Suite 2200 Auslin, Texas 78701 Phone: 512:480.5600 www..qdhm.com This electronic communication (including any attached document) may contain privileged and/or confidential information. Zf you are not an intended recipient of this communication, please be advised that any disclosure, dissemination, distribution, copying, or other use of this communication or any attached document is strictly prohibited. If you have received this communication In error, please notify the sender immediately by reply e-mail and promptly destroy all electronic and printed copies el~ this communication and any attached document. APF00028186 t803 West Avenue Austin, Texas 78701 Forensics (512) 895-9555 www.r3forensics~cpm Inveslig;fliol, Co, License # A15320 R3-150414 AmeriPro Examination Notes - "Task" Computer (R3-0646) OS: Windows 7 Pro o Installed:01/15/13 11:21AM o Last shutdown: 01/26/15 1:58 PM o Shadow Volumes (Restore Points): User Accounts (not including default Windows accounts), examination focused on the "mtask" account: ¯ Created: O1/16/13 2:47 PM ¯ Type: Domain USB Device installed on January 15, 2015 o Manufacturer: Hagiwara o Name: Hagiwara Mass Storage Device o Serial #: OO50580100ODOOA o Assigned Drive letter: F o Installation Date: January 25, 2015 at 1:51 PM Recent Activity o Mtask Recent Documents Folders 15 LNK files total (Office and Windows Recent Docs Folders) ¯ created or last written on O1/15/15 ¯ Provides an idea of what files were being used on this date I See Exhibit-l: Link File_ RecentActivity on January I5, 2015.pdf ¯ See Exhibit 2: Link File_ Recent Activity on January ~5, 2015 - Parent File In[ormation Note: Link files provided clues about a sampling of the.actiyity (on a selected day) regarding files that are accessed or opened with Windows ExP!orer or Microsoft office. Exhibit I and 2 provide insight on files that were access and/or opened, but does not provide any information regardlng tl~e copying of deleting of files. APF00028235 Folders Deleted on January 15, 2015 o There are 62 deleted folders from the logical path of: . C:\MTask-AmeriPro Funding\Clients\20:12\ Note: this is an unusual location (in a corporate environment) for company data to resided, due IT not being able to back it up. It may be necessary to consults with AmeriPro IT about this folder location for additional information that could be helpful. Folder naming scheme appears to be the last names of 2012 AmeriPro clients. ¯ See Exhibit-3: Folders Deleted on Jonu~ry i5, 2015.pdj" o These folders were created on (copied to) this hard drive on 12/17/14 from 03:03:21 PM to 03:24:22 PM in a time frame of 21 minutes. Indicates copying from an unknown source Time frame indicative of network traffic speed o The folders were last written on 01/15/15 2:36:56 PM - 2:37:13 PM, in a time frame of 17 seconds Folders were active folders (not deleted) prior to this date and time . Folders are now deleted and do not reside on this hard drive as active files ¯ The 17 second last written time frame indicates the last entry for these folder prior to deletion, and is most likely the time they were deleted. o Folder Content: ¯ When the 62 folders were deleted, their content was also deleted; therefore, 911 files were also deleted on 01/15/15. o See Exhibit-4 Content of Folders Deleted on January 15, 2015.xlsx for a list of these deleted files. APF0002823~ ..... Preliminary Observations USB Storage Devices On January 15, 2015 at 1:51 PM, a Hagiwara USB mass storage device was connected to this computer and assigned the drive letter F. There are no recoverable file system artifacts that provide information about the contents of this storage device, or if files have been copied to or from it, but that is not an indication that files were not copied to the devices. Typically, Windows file system artifacts are created when a file residing on portable media is accessed or opened, but Windows does not create artifacts regarding a "cut and copy" or "copy and paste" of files to removable media. If this Hagiwara USB removable storage device was produced for analysis, forensic examination could confirm the serial number and contents. Deleted Files Sixty two deleted folders are recoverable from the logical path of: C:\ MTask - AmeriPro Funding\Clients\2012\. The last written date and time stamps of the folders reflect 01/15/!5 in a 17 second time frame from 2:36:56 PM to 2:37:13 PM; therefore, the folder were active folder at this time, and this time reflects the last activib/at or prior to the time of deleted. Content of the folders consists of 9~11 files (accumulatively). All content of a folders was deleted when the each of the parent folders were delete. Many of not most of the files may be recoverable if content needs to be reviewed. Considering the 62 folders containing "old" files were accessed on 0:!/15/2015 just minutes after a USB mass storage device was connected to this computer, and these folders and all their content is now deleted -- this activity is typical of files being copied/archived to removable media prior to files being deleted. APF00028237 Exhibit-:]. Recent Activity - Unk Files R3-15043.5 January 15, 2015 Name i File Created Last Written Full Path C:\Users\mtask\AppData\Roaming\Micr~soft\ M2 Team.ink 03./13/15 05:22:3.9PM 01/3.5/15 02:39:18PM iWindows\Recent\ ~edil snapshot - wire Out.Ink 01/15/15 10:55:56AM IWindows\Recent\ Meriil Snapshot - Wire Out.LNK t03./15/15 10:56:17AM 01/15/15 10:56:3.7AM ~O__ffice\Recent\ Merill Snapshot - Wire Out.Ink 1Ol/lS/25 01/15/15 10:55:31AM Windows\Recent\ Nagra.lnk i03./09/15 04:14:23.PM 01/15/15 11:26:07AM Windows\Recent\ ::)liver ID.Ink 01/15/15 09:4 !:46AM lWlndows\Recent\ !p__r. ~os.p~r_[ty Bapk_S~bmission - GoddardN~gra r~k ]03./13/15 06:50:56PM 01/15/15 21:26:07AM Prosperity Bank Submission - GoddardNagra.LNK ..... [~/:13~i~ 0~ 52 3.31~M iWindews\Recent\ oiii5~iS ~2~26:07AM Rate Lock Info.lnk 01/15/15 / 1:09:54AM 01/15/15 11:09:54AM ~Wlndows~Recent~ Ross.ink 01/15/15 10:08:44AM 01/15/15 11:09:54AM ~Windo~Re~nt~ Sprouse.lnk 02/13/15 03:04:21PM 01/15/15 09:41:~AM ~Windo~Recent~ Task_Michael - Sales Manager A~reement -Jan ’14.ink 01/15/15 02:39:18PM 01/15/15 02:39:18PM USAA Snapshots (2).Ink 01/15/15 10:10:29AM__ ~/25/~5 --__ 10:2B:~AM ~Windo~Rece~t~ USAA Snapshots.Ink D1/15115 10:08:44AM D1/15/15 10:08:~AM {Windows~Recent~ USAA Snapshots.LNK DI/15/15 10:10:59AM D1/!5/15 10:28:~AM I~ce~Recent~ R3 Digital Apri! 22, 2015 APF00028187 Exhibit-3 Deleted Folders R3-150414 January 15, 2015 Name Folder Created I Folder Written Full Path 360 Condo Deals 12/17/14 03:03:21PM 01/1--~/15 02:36:56PM _i~:\MTask-AmeriPro Funding\C~ ents\2012 i Abdulkader 12/17/14 03:03:21PM 01/15/15 02:36:56PM i .~C:\MTask-AmeriPro Funding\C3ier~ts\2012 12/17/14 03:03:34PM ! 01/15/15 02:36:56PM tC:\MTask-AmeriPro Funding\CJients\2012 Arnold 12/17/14 03:03:36PM 01/15/15 02:36:56PM ~:\MTask-AmeriPro Funding\Clients\2012 .i Asian 12/17/14 03:03:43PM 01/15/15 02:36:56PM C:\MTask-AmeriPro Funding\Clients\2012 I I Barnette 12/17/14 03:03:44PM I 01/t5/15 02:36:56PM C:\MTask-AmeriPro Funding\Clients\2012 Baroch - Davis 12/17/14 03:03:44PM I 01/15/15 02:37:02PM C:\MTask-AmeriPro Funding\Clients\2022 Bartosh 12/17/14 03:04:08PM 03/15/15 02:37:02PM ~C:\MTask- AmeriPro Fundin~\C~ients\2012 Batra Battle 12117/14 03:04:23PM i 01/15/15 02:37:02PM iC:\MTask-AmeriPro Funding\Clients\2012 Bauman 12/17/14 03:07:56PM 01/15/25 02:37:04PM tC:\MTask-AmeriPro Funding\C~ients\2012 I Bean 12/17/14 03:08:05PM I 01/15/15 02:37:04PM I C;\MTask-AmeriPro Funding\Clients\2012 Bell 12/17/14 03:08:18PM Benavides 12/17/14 03:08:20PM 01/15/15 02:37:04PM iC:\MTask- AmeriPro Funding\C~ients\2012 Bergeron 12/17/14 03:08:21PM 01/15/15 02:37:04PM C:\MTask-AmeriPro Funding\CI ents\2012 I Berzsen¥i 12/17/14 03:08:53PM i 01/15/15 02:37:08PM C:\MTask-AmeriPro Funding\Clients\2012 Bollinger 12/17/14 03:09:18PM 02/15/15 02:37:08PM C:\MTask - AmeriPro Funding\Clients\2022 Boone-Murray 12/17/14 03:09:3BPM 03/15/15 02:37:08PM !C:\MTask- AmeriPro Funding\C~ients\2022 Bouillion 12/27/14 03:10:14PM 01/15/15 02:37:08PM IC:\MTask- AmeriPro Funding\Clients\2012 Brish 12/17/14 03:13:06PM 01/15/15 02:37:10PM IC:\MTask- AmeriPro Funding\C~ients\2012 Brown 12/17/14 03:13:34PM ’, 01/15/15 02:37:10PM ]C:\MTask-AmeriPro Funding\Clients\2022 BucheI-Pilant I2/17/14 03:13:34PM 01/25/15 02;37:IOPM tC:\MTask - AmeriPro Fundin~]\C~ients\2012 Burns-Huck 12/17/14 03:13:57PM i 01/15/15 02:37:30PM iC:\MTask-AmeriPro Funding\Clients\2012 BWatson 12/17/14 03:14:00PM 01/15/15 02:37:10PM IC:\MTask-AmerlPro Funding\Clients\2012 i Camargo 12/17/14 03:14:00PM 01/15/15 02:37:10PM C:\MTask-AmeriPro Funding\C!ients\2012 t Caplan 12/17/14 03:14:47PM 01/15/15 02:37:10PM C:\MTask-AmeriPro Funding\C~ients\2012 I Castillo 12/17/14 03:14:53PM 01/15/15 02:37:10PM C:\MTask-AmeriPro Funding\Clients\2022 I Cavanaugh 12/17/14 03:14:56PM 01/15/15 02:37:10PM C:\MTask-AmeriPro Fundin~\C~ients\2012 i Chambliss 12/27/14 03:15:01PM 01/15/15 02:37:10PM 1C:\MTask-AmeriPro Funding\Clients\2012 I Chen 12/27/14 03:15:16PM i 01/15/15 02:37:10PM iC:\MTaslc-AmeriPro Funding\C!lents\2012 CJones 12/17/14 03:15:17PM 01/15/1502:37:10PM ’~ Funding\Clients\2012 CMueller 12/I7/14 03:15:17PM 12/1711403:15::17PM ~undir~ients\2012 Coonan 12/17/14 03:25:19PM 01/15/15 02:37:10PM IC:\MTask-AmeriPro Funding\Clients\2012 I R3 Digital Forensie~ ~.LC APF00028190 Exhibit-3 Deleted Folders 83-150414 January 15, 2015 Name .... _F~o_l.d__e_r.~’~ate_d........ ! ...... Folder Written Full Path Copulos 12/17/14 03:15:21PM ! ~]~57~5"6~’.3"~;~-~--’~C:\MTask-AmeriPro~un~n~Cltents\2012 Cronig 12/17/1403:25:21PM ~ 05/25/1502:37:20PM ~MTask-AmeriProFunding~Qients~2022 Cummings 22/27/1403:16:02PM " 02/15/2502:37:20PM ~C:~MTask-AmeriProFunding~i~ts~2022 Damvar ~2/27/1403:~6:02PM ~ 02/~5/1502:37:~0PM ~C:~MTask-AmeriProFundinB~Qients~2022 Davidson 2~7/24 03:~6:05PM 02/~/~5 02:37:30PM ~C:~MTask- AmeriPro Fundi~ents~2012 ! Dimery 1~17/~403:16:23PM ~ 02/15/2502:37:20PM ~C:~MTask-AmeriProFundi~Qients~2012 Dogsett 12/17/1403:16:41PM 01/~/1502:37:10PM-~C:~MTask-AmeriProFundi~lents~20~2 Duhon Edwards Eg~elston E~elston-Dillenburg ~ !2/~/14 03:16:~PM ~7/~4 0S:~:4~PM 1~17/14 03:17:12PM 12/17/1403:17:12PM ~ ~ ~ 01/15/15 02:37:1~PM 0~/~)i~ 0Z;k~:~PM 0!/15/15 02:37:11PM 01/15/1502:37:11PM C:~MTask - AmeriPro Funding~Oien~2012 ~:YM~,S~ :~=~r~ro ~u;~i,~k~z61~......... ~C:~MTask-~eriPro Funding~O~ents~2012 ~C:~MTask-AmeriProFundi~Oients~2012 Eider-West 1~17/14 03:17:36PM 0!/15/15 02:37:11PM ~C:~MTask- AmeriPro Funding~ien~2012 Entin 1~17/14 03:18:04PM 01/~/15 02:37:11PM ~C:~MTask-~eriPro Fund~g~Oien~2012 Falbo 12/17/14 03:19:03PM ~ 0~/15/15 02:37:11PM ~:~MTask-AmeriPro Fund[n~ients~2012 Fisher 12/17/14 03:19:03PM ~ 01/15/15 02:37:11PM ~~Pr~ Funding~Oients~2012 Fossas 12/17/14 03:19:21PM 01/15/15 02:37:~1PM ~C:~MTask- AmeriPro Fundi~Oien~20~ Foster ~n~n4 0S:~:40PM ~0~:~:40eM ~~~ Friedman 12/17/14 03:19:41PM 01/15/15 02:37:11PM ~C:~MTask-AmeriPro Funding~Oients~2012 ~ Funk 12/17/1403:20:~PM ~ 01/15/1502:37:12PM ~C:~MTask-AmeriProFunding~ents~2012 Garrett 12/17/1403:20:26PM 01/15/1502:37:12PM ~C:~MTask-AmeriProFundin~Oients~2012 ~ GarHdo 1~17/14 03:22:08PM 01/15/15 02:37:12PM ~C:~MTask-~eri~ro Fundi~ien~2012 ~ Gibson 1~17/14 03:22:08PM 01/15/15 02:37:12PM C:~MTask - AmeriPro Funding~ients~2012 Gilbert 1~17/1403:22:09PM ~ 01/15/1502:37:12PM :~C:~MTask-AmerlProFundi~ien~2012 81asgow-Braman 1~17/1403:22:57PM :~ 01/15/1502:37:13PM ~C:~MTask-AmeHProFunding~Olents~2012 Gregory 12/17/14 03:23:29PM 01/15/15 02:37:13PM C:~MTask - AmeHPro Fundi~Oients~2012 3roener 12/17/14 03:23:33PM ~ 01/15/15 02:37:13PM jC:~MTask-AmeriPro Funding~ients~2012 ....... GSmith 12/17/14 03:23:36PM 01/15/15 02:37:13PM ~ C:~MTask - AmeriPro Fund~ng~Oien~2012 Gu[zar ~2/17/14 03:23:51PM ~ 01/15/15 02:~7:13PM ~C:~ask-AmedPro Funding~O]ents~2012 Gunderson ]2/17/14 03:2~:53PM ~ 01/15~15 02:37:13PM C:~MTask-~eriPro Funding~Oients~2012 Guss 12/17/14 03:23:53PM 01/15/15 02:37:13PM C:~MTask - AmeH Pro Fund~ng~Oients~2012 Habib ] 2/17/14 03:24:21PM 0!/15/15 02:37:13PM C:~MTask - AmeHPro Funding~lents~2012 1~17/1403:24:22PM 0~/15/1502:37:13PM C:~MTask-AmeriProFunding~Oients~2012 ~ Harrier I 12/17/1~ 03:24:22PM ~ 01/I5/15 02:37;13PM ~C;~MTask-Amer~Pro Fundins~Oien~2012 R3 Oigi~alForensics, LL¢ APF00028191 Exhibit-3 Deleted Folders R3-150414 January 15, 2015 Name Folder Created i Folder Written t Full Path 12/17/1403:25:57PM I 12/17/14 03:25:58PM tC:\MTask-AmeriPro Funding\C~ients\2012 12/17/14 03:28:40PM i i2/17/14 03:30:10PM IC:\MTask - AmeriPro Funding\Clients\2012 April 22, 20,35 AP F00028192 mtask Link Files Exhibit 2 - Parent File Information : Files Accessed on Jan 15, 2015 Page 1 1) C:\Users\mtaskVkppData\RoamingWlicrosoft\Office~Recent\Prospedty Bank Submission - GoddardNagra.LNK Link File: Prosperity Bank Submission - GoddardNagra.LNK Created Date: 01/13115 06:50:57PM Last Written Date: 01/13/15 06:50:57PM Last Accessed Date: 01113115 06:50:57PM Base Path: C:\MTask - AmeriPro Funding\Clients\Nagra’tProsperity Bank Submission - GoddardNagra.pdf 2) C:\Users~qtask~.ppData\RoamingVvlicrosoft\Office~Recent\USAA Snapshots.LNK Link File: USAA Snapshots,LNK Created Date: 01/15/15 10:10:29AM Last Wdtten Date: 01!15/15 10:10:29AM Last Accessed Date: 01/15/15 10:10:29AM Base Path: C:WITask - AmeriPro Funding\Clients~Ross\USAA Snapshots.pdf 3) C:\Users\mtaskkAppData\Roaming\Microsoft\Office~Recent\Meriil Snapshot - Wire Out.LNK Link File: Meriil Snapshot - Wire Out.LNK Created Date: 01/15/15 10:55:56AM Last Written Date: 01115/15 10:55:57AM Last Accessed Date: 01/15/15 10:55:56AM Base Path: C:\MTask - AmeriPro Funding\Clients~Ross~Meriil Snapshot - Wire Out.l~f 4) C:\Users~’ntask~AppData\Roaming\Microsoft\Windows\Recent\Task..Michael - Sales Manager Agreement - Jan ’14.Ink Link File: Task_Michael - Sales Manager Agreement - Jan ’14.Ink Created Date: 11/13/14 05:21:58PM Last Written Date: 11/13/14 05:21:58PM Last Accessed Date: 11/13/14 05:21:58PM Base Path: C:\MTask - AmedPro FundingW12 Team\Task_Michael - Sales Manager Agreement - Jan ’14.pdt 5) C:\Users~mtask~ppData\Roa mingWlicrosoft\Wlnd ows\Recent~lagra.lnk Link File: Nagra.lnk Created Date: 01109/15 04:13:43PM Last Written Date: 01113/15 06:50:57PM Last Accessed Date: 01113/15 06:50:57PM Base Path: C:\MTask - AmeriPro Funding\Clients\Nagra 6) C:\Users~ntask~AppData~Roaming\Microsofl\Windows\Recen~\Merill Snapshot - Wire Out.ink Link File: Merill Snapshot -Wire Out.Ink Created Date: 01/15/15 10:54:18AM Last Written Date: 01/15/t5 10:54:18AM Last Accessed Date: 01/15/15 10:54:18AM Base Path: C:\MTask - AmeriPro Funding\Clients~RossWledll Snapshot - Wire Out.png 7) C:\Users\mtaskkAppData\Roaming~Microsofl\Windows~Recent\M2 Team.Ink Link File: M2 Team.Ink Created Date: 01/12/14 03:55:12PM Last Wdtten Date: 01/11/15 05:34:41PM Last Accessed Date: 01/11/15 05:34:41PM Base Path: C:\MTask - AmedPro FundingWI2 Team APF00028188 mtask Link Files Exhibit 2 - Parent File Information - Files Accessed on Jan 15. 2015 Page 2 8) C:\Users~task~,ppData’,RoamingV~,licrosofl\Windows\Recerrl~Prosperity Bank Submission - GoddardNagra.lnk Link File: Prosperity Bank Submission - GoddardNagra,lnk Created Date: 01/I3/15 06:50:57PM Last Wdtten Date: 01/13/15 06:50:57PM Last Accessed Date: 01/13/15 06:50:57PM Base Path: C:~Task - AmeriPro Funding\Clients~Nagra~Prosperity Bank Subroission - GoddardNagra.pdf 9) C:\Users~ntask’~.ppData~Roaming\Microsofl\Windows~Recent\Ross.lnk Link File: Ross.Ink Created Date: 06/16/14 07:31:14PM Last Written Date: 01/15/15 11:09:52AM Last Accessed Date: 01f15/15 11:09:52AM Base Path: C:\MTask - AmedPro Funding\Clients~Ross 10) C:\Users~ntaskkAppData~Rcaming\Microsoft\Windows\Recent\Oliver ID.Ink Link File: Oliver ID.Ink Created Date: Last Written Date: Last Accessed Date: Base Path: C:\MTask - AmedPro Funding\Clients\Sprouse\Oliver ID.pdf 11) C:\Users\rntaskkAppData\Roaming\Microsoff\Windows\Recent\USAA Snapshots.Ink Link File: USAA Snapshots.Ink Created Date: Last Written Date: Last Accessed Date: Base Path: C:\MTask - AmedPro Funding\Clients~Ross\USAA Snapshots.png 12) C:\Users~rntaskVkppData\Roaroing~Microsoft\Windows\Recent\Medil Snapshot - Wire Out.Ink Link File: Meriil Snapshot - Wire Out.Ink Created Date: Last Wrftten Date: Last Accessed Date: Base Path: C:\MTask - ArneriPro Funding\Clients~RossW1eriil Snapshot - Wire Out.pdl~ 13) C:\Users\mtaskkAppData\RoamingkMicrosoft\Windows\Recent\USAA Snapshots (2).Ink Link File: USAA Snapshots (2).Ink Created Date: 01/15/15 10:10:29AM Last Written Date: 01/15/15 I0:10:29AM Last Accessed Date: 01!15/15 10:10:29AM Base Path: C:~VITask - AmedPro Funding\Clients\Ross\USAA Snapshots.pdf 14) C:\Users\mtask~ppData\RoamingYMicrosoft\Windows\Recent\Rate Lock Info.lnk Link File: Rate Lock Info.lnk Created Date: 01/15/15 11:09:52AM Last Written Date: 01115115 11:08:50AM Last Accessed Date: 01115/15 11:09:52AM Base Path: C:WITask - AmeriPro Funding\Clients~Ross~Rate Lock Info.pdf APF00028189 1 13 APPLICANT'S EXHIBIT NO. 46 25 ~ AH folders resided in the COC-002 folder of this USB hard drive before the were deleted. 2 Name File Created Last Written Is Delete 3 AMB Loan Funded Report Jan-Aug printed 10-30-14 files 05/14/15 01:52:26PM 05/14/15 01:52:46PM Yes 5 ~,PFAccounting System Loan Details’14 05/14/15 01:52:26PM j 05/14/15 01:52:46PM Yes 7 Au~ Loans files 05/14/15 01:52:26PM 05/14/15 01 52 46PM Yes 8 Cornerstone Condos 05/14/15 01:52:26PM 05/14/15 01:52:46PM Yes 9 Corp Reporting of Branch Income 10-30-14 05/14/15 01:52 26PM 05/14/15 01 52:46PM Yes 10 Feb Loans files 05/14/15 01:52:26PM 05/14/15 01 52 46PM Yes 1__~ F.e~r.~..~q ~!!~............................................... ...~S(!4~.Qk~,~..~........ OS!~(2~..~.~!~.M.............. ~...... 12 Friedman 05/14/15 01:52:26PM i 05/14/150152 44PM Yes 13 Fril~noca 05/14/15 01:52:26PM 05/14/15 01:52:44PM Yes 14 Froelich 05/14/15 01:52:26PM 05/14/15 01:52:44PM Yes 15 Fu 05/14/15 01:52:26PM 05/14/15 01 52 44PM Yes 16 Gencheva 05/14/15 01 52 26PM 05/14/15 01:52:44PM Yes 1._2_7 Generation Mortl~ase- RM 05/14/15 01:52:26PM 05/14/15 01:52:46PM .......... 1.~_9 Goodman 05/14/15 01:52:26PM .0~Z~:~4~:~ 0~!~!~4.P~ ............ ~ ...... 2._~_0 GPeteFson 05/14/15 01:52:26PM 05/14/15 01:52:~PM Yes 2~ Greene 05/14/15 01:52:26PM .~0~!.~Z~ R~2~ ......... 22 Halsell 05/14/15 01 52 26PM 05/14/15 01:52:44PM Yes 2._~_3 Hargis 05/14/25 01:52:26PM .{~/~ 9~!~4£~.I~t ....... ~s ....... 24 He,mann 05/14/15 01 52 26PM 05/14/15 01 52 ~PM Yes 25~Hatt-Tin~uely ~ 05/14/1501:52:26PM ~2~.~ ........ ~S 26 ~ Hazy j O5/14/15 02:52:26PM 05/14/25 01:52:~PM Yes ~ ~a.~e.~ ................................................................................ ~/~/~ ~k~S~. ~OS~L~9~:~ ..........~ .... 28 Heine 05/14/1501:52:26P~ 05/14/15 01:52:4SPM Yes ~ Ho~ " OS/~/~SO~:S~:~BP~ OS/~/~SO~:S~:~sP~ ............. y~ ..... 3~ HR Items 05/14/15 01:52:26PM 05/14/~5 01:52:46P~ Yes 31 Hrynyk 05/14/15 01:52:26PM 05/14/15 01 52 4SPM Yes 32 ~n~ate 05/14/15 01:52:26P~ ~ 05/E4/15 01:52:45PM Yes 33 Jan~ 05/14/1501:52:26PM ~ 05/14/15 01:52:45PM Yes 34 J~m~y Ray Smith 05/14/15 01:52:26PM :; 05/14/15 OE:S2:45P~ Yes 35 Jones Todd 05/14/15 01:52:26PM 05/14/15 01:52:45PM Yes 36 June Loans_f~es 05/14/15 01:52:26PM 05/14/15 01:52:46PM Yes 37 Kaddour 05/14/15 01:52:26PM 05/14/15 01 52 45PM Yes 38 Kazan 05/14/15 O1 52 26PM 05/14/15 01 52 45PM Yes 39 Ka~p 05/14/1501:52:26PM : 05/14/15015245PM Yes 40 Ke{Iv 05/14/15 01:52:26PM 05/14/1BOl:52:45PM Yes 41 Khazen 05/14/15 01 52 26PM ~ 05/14/15 01 52 45PM Yes 42 Kind 05/14/15 01:52:26PM 05/14/15 01:52:45PM Yes 43 Kn~pp 05/14/15 01:52:26P~ 05/14/15 01 52 45PM Yes 44 Lamm 05/14/15 01:52:26PM 05/14/15 01:52:45P~ Yes ~4~ LantFip ~ 0S/14/15 01:52:26PM 05/14/15 01:52:45PM Yes 4~ Leatherburv-BerFios 05/14/15 01:52:26P~ 05/14/15 01:52:45PM Yes 4~ Lender Specific Info 05/14/15 01:52:26PM 05/14/15 01:52:46PM Yes 48 Levy 05/14/15 01:52:26PM 05/14/15 01:52:45PM Yes 49 Lewis : 05/14/15 01:52:26PM ~ 05/14/15 01:52:45PM Yes ~ Ubrach 0~/14/1501:52:26PM ~ 05/14/15 01:52:45PM ............ V~ ~ 5~ U~ 05/14/1501:52:26P~ ’: 05/14/15 01:52:45PM ......... ~S ..... 52 Low~ 05/14/15 01:52:26P~ 05/14/15 01:52:45PM Yes 53 Lucas 05/14/15 01:52:26PM 05/14/15 01:52:45PM Yes 54 Lueb 05/14/15 01:52:26PM 05/14/15 01:52:45PM Yes 55 ~ M Olesch Client 05/14/15 01:52:26PM ~ 05/14/15 01 52 4SPM Yes 56 M2 Team 05/14/15 01:52:26P~ 05/14/15 01:52:46P~ Yes 57 Mace 05/14/15 01:52:26PM ~ 05/14/15 01 52 45PM Yes .... ~, ~ahajan 05/14/15 01:52:26PM 05/14/E5 01:52:45PM Yes 59 Ma~ch Loans f~es 05/14/15 O1 52 26PM 05/14/15 01 52 46PM Yes 60 ~a~ket~nB Fliers 05/14/15 01:52:26PM ~ 05/14/1501:52:46PM Yes 61 Master Fee WoFksheets 05/14/15 01 52 26PM :~ 05/14/15 01 52 46PM Yes 62 May Loans_fi{es 05/14/15 01:52:26PM 05/14/15 01:52:46PM Yes 63 Maywald 05/14/15 01:52 26PM 05/14/15 01 52 45PM Yes 64 McCann 05/14/15 01:52:26PM 05/14/E5 0E:52:45 PM Yes 65 McCteIIand 05/14/15 01:52:26PM 05/14/15 01:52:45PM Yes 66 McGinW 05/14/15 01:52:26PM ~ 05/14/15 01:52:45PM Yes 67 Mclver 05/14/1501:52:26PM ~ 05/14/15 01:52:45PM " Yes 6~ M~nkum-Zhan~ 05/14/15 01:52:26P~ 05/14/15 01:52:45P~ Yes 69 Monthly Pipeline Deta~s 05/14/15 01:52:26PM 05/14/t5 01:52 46PM Yes 70 Newton 05/14/1501:52:26PM ~ 05/14/1501:52:45PM Yes 71 NM~ 05/14/15 01:52:26PM ~ 05/14/15 01 52 46PM Yes ,.,~ NoBueira 05/14/15 01:52:26P~ 05/14/15 01:52:45P~ Yes 7~ Oancea 05/14/15 01:52:26PM 05/14/15 01:52:45PM Yes 74 OHea 05/14/15 01:52:26PM 0B/14/15 01:52:45PM Yes Overton Pal~ 05/14/15 01:52:26PM 05/14/15 01:52:45PM Yes Applicant’s Injunction Hearing Exhibit 046 APFO0028272 77 Paredes 05/14/:15 01:52:26PM 05/14/~.5 0~:52:45PM Yes 79~Peterson ................................................................................ ~Sj~4/~ ~:~i~:4~1~ ................,f~...... 80 Petro 05/24/25 02 52 26PM 05/24/25 02:52:45PM Yes 82 Pitman 05/24/25 0~:52:26PM 05/24/25 02:52:45PM Yes 82 Pitts 05/24/25 02:52:26PM ~ 05/24/25 02:52:45PM Yes 83 Pizzitota ~ 05/24/2502:52:26PM 05/24/2502:52:45PM Yes 84 Preferred Lender Proposal 05/24/25 02:52:26PM : 05/24/25 02 52 46PM Yes 85 Prosperity Bank 05/24/25 02:52 26PM ’~ 05/24/25 02 52 46PM Yes 86 Pyka 05/24/2502:52:26PM ’, 05/24/2502:52:45PM Yes 87 Rabin 05/24/25 02:52:26PM 05/24/25 02:52:45PM Yes 88 Rao 05/24/25 02:52:26PM 05/24/25 02:52:45PM Yes 89 Reconciled P&L, Loans, Branch Marsins 05/~4/~5 02:52:26PM 05/24/~50~ 52 46PM Yes 90 Reed 05/24/25 02:52:26PM 05/24/25 02:52:45PM Yes 9~ Reis 05/24/25 02 52:26PM 05/24/25 02 52 45PM Yes 92 Resource Desklnfo- Guidelines 05/~4/25 02:52:26PM ’ 05/~4/25 02 52 46PM Yes 93 Resumes 05/24/~5 02:52 26PM 05/24/25 02:52:46PM Yes 94 Rhineha~ 05/~4/2502:52:26PM ~ 05/~4/~502:52:45PM Yes ~ ~.................................................................................. ~.~ ............ 96 Romanyk 05/~4/25 02:52:26PM 05/24/25 02 52 45PM Yes 9~ Ross 05/~4/25 02:52:26PM ~ .......... . .~/~[~.~..~ .............. 98 Runnetls 05/24/~5 02 52 26PM 05/24/25 02:52:45PM Yes 9~ Salinas L 05/24/25 0~:52:26PM 05/~4/25 02:52:45PM Yes ~00 Schoonover 05/24/25 02 52 26PM 05/24/25 02:52:45PM Yes 20~ Schwartz 05/24/25 0~:52:26PM 05/24/25 02:52:45PM Yes 202 Scotia Western Housin~ LLC 05/24/25 02:52:26PM 05/24/25 02:52:46PM Yes 20~ 5eaholm Residences ~ Sendera - Ba~on Creek Condo Conversion 05/~4/25 02:52:26PM 05/24/25 02:52:46PM Yes ~05 Seymour 05/24/~5 02 52 26PM 05/24/25 02 52 45PM Yes 20~ Shaw 05/24/25 0~:52:26PM 05/24/25 02:52:45PM Yes 20~ 5heiner 05/~4/25 0~:52:26PM 05/24/25 O~ 52 45PM Yes 20E Shepherd 05/~4/~5 02:52:26PM 05/24/25 0~:52:45PM Yes ~0~ Shin 05/~4/~50~:52:26PM 05/24/25 02:52:45PM Yes ~ ~.......................................................................................................~ "5S~’~’5~’~’" 5~7~,~6~’~’~’~................ ~........... 2~ Starr- client 05/~4/25 0~:52:26PM 05/24/25 02:52:45PM ...... ~ ............ ~ Starr ..................................................................................................... James ~i~SS~~ ~ 5~5~~ ~es 2~3 Stottz 05/~4/25 02:52:26PM ~ 05/24/25 02 52 46PM Yes 2~4 Tallwood Condos 05/24/25 02:52:26PM 05/24/25 02:52:46PM Yes 225 Tamez 05/24/25 0~:52:26PM ~ 05/24/25 02:52:46PM Yes 226 Tans-Lee 05/24/25 02:52:26PM 05/24/25 02:52:46PM Yes ~27 Templates & Forms 05/24/25 02:52:26PM 05/24/25 0~:52:46PM Yes 228 Teresa Thomas 05/24/25 02:52:26PM 05/24/25 02:52:46PM Yes ~29 Thomas D 05/24/25 02:52:26PM ~ 05/24/25 02:52:46PM Yes 220 Thornton CiW Homes South 05/~4/25 02:52:26PM ’, 05/24/25 02:52:46PM Yes 1~2~ mierney 05/24/~5 02:52:26PM j ~/~.~2_~.~.~ ..................~.......... 222 Tilo~a 05/24/~5 02:52:26PM ~ 05/24/25 02:52:46PM Yes ~23 Tinajero 05/24/25 02:52:26PM 05/24/25 02:52:46PM Yes 22~ Trinity Mills 05/24/25 0~:52:26PM 05/~4/25 02:52:46PM j ........... ~............ ~26 Turker 05/24/25 0~:52:26PM 05/~4/25 0~:52:46PM Yes 227 Ulman 05/~4/25 02:52:26PM 05/24/25 02:52:46PM Yes ~28 UW Guidelines - Condos ’ 05/24/25 02:52:26PM 05/~4/25 02:52:46PM Yes 22~ Uy 05/24/~5 0~:52:26PM ~5~[2~,~:~2~ ............. ~ .......... ~30 Varnam-Teter 05/~4/25 02:52:26PM 05/24/25 02:52:46PM Yes 23~ Vershaw 05/24/25 02:52:26PM 05/24/25 02:52:46PM Yes 232 Vick 05/24/25 02:52:26PM 05/24/25 02:52:46PM Yes 233 Wade 05/24/25 02:52:26PM 05/~4/~5 02:52:46PM Yes ,~,~ Warren 05/24/25 02:52:26PM 05/24/25 02:52:46PM Yes ~35 Weeks 05/24/~5 0~:52:26PM 05/24/25 02:52:46PM Yes ~3~ Wiewalt 05/~4/~5 0~:52:26PM 05/24/25 0~:52:46PM Yes 239 Williams 05/24/2502:52:26PM ’ 05/24/~502:52:46PM Yes ~3~ Willow BrookTownhomes 05/~4/25 02:52:26PM 05/24/25 02:52:46PM Yes 23~ Wilson 05/24/25 0~:52:26PM ’ 05/24/25 02:52:46PM Yes ~ ~~ ......................................................................................................................... "6-~5~ , "~~6~~.............~ ......... 242 Wusterhausen 05/24/~50~ 52 26PM i 05/24/25 02 52:46PM Yes ~42 Wyllie ’ 05/24/2502:52:26PM 05/24/2502:52:46PM Yes APF00028273 1 13 APPLICANT'S EXHIBIT NO. 48 25 A2312_5.2-O,ak Mortgage v AmeriPro I~ In I~ 201,550,5515 hard drive from DD !~ NBme SRECYC.LE,.BIN COC-001_Nassen~a r_Externa I~ Drive COC-002_Iask_Th u mbdrive COC-008_G osn ay_La prop C:OC-010=Nasserfa LLB ptop COC-011_Nasserfa r_Th u m bd rive COC-013_Nasserfar Thumbddve COC-018_Jackson Thomas_Computer COC-019_Ta sk_Person al Emaii COC-0~_Nasserfa r_Person al Email COC-024_Gosnay_P ersona I: EmaiI System: Volume Information 1 13 APPLICANT'S EXHIBIT NO. 49 25 hard drive from DD, ~. COC-018_Jackson Thomas_Computer Date modified Type I~ LO,.d.oc~ 12, 24. 2014 1:28 P M Microsoft Word Document I~ P&L N~afar,xls~ 12~7/2014 3:46 PM Microsoft Excel Wo.rksheet ~__~ P&L ;Nasta~r~sx Properties Property Value Description T~le Subject Image Tags Categories Comments Origin Authors Last saved by Jackson Thomas Revision number Version number Program name Microsoft Excel Company Manager 12/1712014 9:44 AM Date last saved 12t17,f2914 3:4~ PM Last pdnted ~r~nf~nf Remove Properties and Personal Information Injunction Hearing|l 1 13 APPLICANT'S EXHIBIT NO. 50 25 In ~ 20150520 hard drivefrom DD w COC-018 Name Date modified Type I~I P&L Nasserfar, p~ 1211_7/20:t4 3:44 PM PDFPlus Document I~ P&L Nasta:farads~ 1Z’~7/2014 3:46 PM Microsoft Excel Worksheet ¯:~;:: Thumbs.db 5/20/2015 4:06 PM Data Base File i~_..~ P&L Nastafaradsx Properties ~ I s~=~l Details I ~.~ou. w,o..l Property Value Description Ttle Subject Image Tags Categories Comments Origin Authors Last saved by Jackson Thomas Revision number Version number Program name Microsoft Excel Company Manager 12/17/2014 9:44 AM Date last saved 12/17/2014 3:4G PNI Last pdnted Remove Properties and Personal Information 1 13 APPLICANT'S EXHIBIT NO. 53 25 OFFER PACKAGE Amaze Yourself. Amaze The World. Compensation: Loan Officer Commissions- Medalist 1000. See Addendum B: Personai Production Commission Schedule ¯ Marketing Signing Bonus: ~65,000. See Addendum C: Oak Marketing Platform. ¯ Draw: :~15,000 / month for 4 months. See Offer Letter Addendum A. ¯ Employee Benefits Package: See Addendum D & Welcome Kit for further details on Medicat, Dental, Vision, Life, Disability, 401k benefit offerings. OFFER ACCEPTANCE: I, [~{c.,{al.’/’4,-~ L, ""~’~/{~" ~ ,l(---, and ~J!d3r (Print Emp{oyee Name) understand the above iob descriptions and agree to comply with, and be subject, to its conditions. I understand that the Company reserves the right to delegate, remove, expand or change any and all responsibilities listed above and will i~fform me ol any such change. In addition to meeting the ioD duties listed above, i agree to abide by the Company oolicies contained in the emoloyee handbook. I acknowledge that I can fulfill the above dt~ties with or without reasonable accommodation. CONDITIONS OF OFFER OF EMPLOYMENT - All candidates must successfully pass and provide the following: ~ An a~ive N~LS license Passing a Criminal Background Check & Employment History Verification Prowding Verification of Sales Production Numbers Current Year and Previous Year Loan Production and P&L documentation Previous Year’s W2 and a recent paystub Mich"el Task Date mas, CEO Date ~Date Jackson tlomas, SVP Date EXHIBIT I{ OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000770 Offer Letter Addendum A Per the phone conversation held on December 11, 2014, Oak Mortgage Group, "Oak" and Michael Task, "Michael" agree to the following: Legal Support & Protection: Oak agrees to provide Michael with legal support and protection ("Legal Support and Protection") in the event a law suit is filed against Michael by Michael’s previous employer, AmeriPro Fundin8 Inc. (Company License 0921843) by coverin8 the cost of Michael’s legal fees associated with defending the law suit filed by Ameripro. This Legal Support & Protection is contingent on Michael abiding by the terms of Michael’s Employment Agreement with Ameripro. This Legal Support & Protection will cover Michael during his tenure as an employee of Oak and after employment at Oak, unless Michael is terminated for cause as defined in Section 9 of Oak’s Employment Agreement. If Michael resigns or terminates his employment with Oak, this Legal Support & Protection will terminate with no further obligation by Oak. Guaranteed Draw for the First 4 Months: For the first 4 months, you will receive a guaranteed monthly earnings in the amount of ~;:~5,000 paid monthly. This will give you a floor in earnings each month. Any amount of compensation not covered by commissions on loan fundings will be supplemented by this guaranteed compensation. If you are terminated or resign within the first 12 months, the draw must be repaid. Condo Commitment & Strategy: Oak is committed to a vision for delivering world-class customer experience for the condominium market. We want Michael Task to be one of the key people to help with the execution of this vision in Austin. Oak will provide Michael with the full support and weight of the company in the key deliverables for Fannie Direct approval, a competitive product and pricing mix, and sufficient correspondent and broker outlets for loans. Michael Task Date ~rnas, CEO Date Date OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000771 Ad_dendum B 2015 MORTGAGE BANKER COMMISSION SCHEDULE PAYMENT OF BENEFITS All employees of Oa k Mortgage Group designated as Mortgage Banker wiI! participate in the P!an as of their employment date, or date of eligibility as otherwise determined. In addition to the terms of this individual compensation agreement, your compensation as a Mortgage Banker at Oak Mortgage is a!so governed by the Consumer Financial Protection Bureau 2013 Loan Originator Rule finalized in October 2013 and dated November 8, 2013, and any subsequent revisions to that rule. !n accordance with that rule, you are eligible for commission compensation as outlined below. Your commission will be calculated by multiplying the basis points listed below times the dol!ar amount o,~ all loans funded during the commission period. The basis points used to calculate the commission will be determined by the number of transactions (defined as unique addresses) funded in said commission period. $1455 in origination fees are required to be co lected on each loan. No commission wil! be paid on employee mortgage loans. Loans may not be transferred between Mortgage Bankers. The Company reserves the right to modify your compensation at any time at its so!e discretion. LOAN OFFICER COMPENSATION PLAN Commissions Earned. For loans sourced through the Loan Officer’s own efforts, ti~e Loan Off cer will be paid in accordance with Medalist 11000 Compensation Schedule out!ined in the tab!e below. You may choose from the following 8 compensation plans. Pfease circle a Bronze, Silver, God, or Platinum and the associated volume or unit ptan. OAK MORTGAGE ET A[ 4.2i:;15 D-1’GN:i5:785 000772 Monthly Payout Plan Volume Plan Payout BPS Units Plan Pavout BPS Bronze <600k 100 1 -3 1C4~ 600k + 115 4 -5 1!5 900k + 130 6~- t30 Silver <900k I05 I-4 105 900k+ 130 5-6 I30 !.2M÷ 135 7÷ 135 Gold <1.2M !10 1- 5 1t0 1.2M+ 125 6-7 !25 1.6M+ 140 8+ 140 Platinum <1.6M+ t15 i -6 !t5 1.6M÷ 130 7-8 130 2.0M+ 145 9+ t45 Notes: Payouts appIy to self-generated business onty. No t~er~ bonus is Daid on Corporate sourced business. Orisinator can chang:e plan once a month for first three months. After that, it may oniy be chan~;ed ever,i 3 months by prov din8 notice to the sales manager. Shortag;es have to be approved on a case by case basis by the produ~-tion manaser Minimum Production ~2 ~,’.qits flmded Requirement: After 2 quarters o~ beiow MPR, you are at risk for termination JUMBO LOANS ; BROKERED LOANS ; SECOND LIENS A jumbo mo~gage is a home loan with an amount that exceeds conformin[~ loan ~imits imposed by Fannie Mae and Freddie Mac. The limit is currently ~4:17,000 in most parts of the United States a nd is subject to chan~e over time. For jumbo loans, the Austin branch has chosen for no commission .caps to apply. The secondary department wil! set up the Medalist :I.000 plan to reflect this decision. Mortgage Bankers may only transact brokered loans with vendors on the Company’s approved list, and those loans must be iocked by the Company’s secondary department. Commission is S0 bps. ~n the event a participant leaves the employment of OAK Mortgage Group, !nc., commissions wiIl be paid on Ioa ns that close ond]~und within 30 days of the em ployee’s iost doy worked. OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000773 Addendum D Amaze Yourself. Amaze The World. Oak Mortgage views its employees as our greatest asset and thus is committed to offering a Best in Class benefits package to its employees. Oak has entered into a strategic co-employment partnership with Zogg Benefits, Inc. to manage its employee’s payroll, benefits, and HR needs. Oak’s Benefit Offering includes: Medical: 3 Plans through UHC Dental: 1 Plan through UHC Vision: plan through VSP 401k: Transamerica Company Paid Life: MetLife Company Paid Long Term Disability: MetLife FSA and HSA Accounts Below are some key bullet points on the Benefits Package: Oak pays :100% of the Employee On!y Rate for the Bronze Medicat P!an. Employees can then choose to "buy up" to the Silver or Gold Plan and they can choose to add their spouses and / or children. Oak pays 100% of the premiums for Life Insurance and Long Term Disability. The Employee Portion of the rates and a Summan/of the Benefits offered for each plan can be found in the attached Employee Benefits Summary Here are the key contacts for each department. Feel free to contact us if you have any questions and we will be happy to help! - Denise Davis (Payroll Dept)- 214-849-1970 ¯ Kimberly Harper (Benefits Dept)-214-849-1969 ¯ Cheryl Hughes (HR Dept)- 214-849-1964 OAK MORTGAGE ET AL 4.21.15 D-! -GN-15-785 000774 1 12 APPLICANT'S EXHIBIT NO. 55 25 Michael Task, NMLS 314948 LinkedIn Page ! of 5 Con~ect3ons Jobs Interests I ~usP~=ss Se~v~es ~’rv P,~gm ~’~ f~ . Follow MCC on Lmkedln! - Don’t miss ~’Jtl Folk:~., the premiere ,"e_source for In-ho,,.~e cou’~s~l today! I Read More x Michael Task, NMLS 314948 Austin Area Sales Manager - RMLO at Oak Mortgage Group Austin Texas A=-e~ 7~nanc.~a~ Se~v,ces Ame.r~Pm ~ga~e Texas ~ Summary mo~age frn~nce experience. MK:h~e| Task has ser,,~d the ’:eeds Aust~’l real es~a~e p’~:~e~.t~ormIs for mo~e t~han a decade Base~ on focus was put o~ k~ammg *J’te .~cs of rno’t~age ~dtng on ’~anc~ng expert by ~ accou~s grown ov~ ~he years from reffera!s and ~ ~ ~s ~ ~ out a Co~domimum Expect, - Oeve~ooers. c~ me for assistance in get, rig your ,fi~anc=ng. P’a.n~e ~ae VA a~d FHA Pro}ect Aop~s Spec~bes Ccndo’~mtum Mod~age Finanong - ~w co~s~PJC~O~, conv~-3~s ~’~wat,~n~..able ~i~ Experience Austin Area Sales Manager - RMLO Oak M~’gage Group Janua~ ~15 - P~ ~3 ~s) , Aus~r. Te~S ~ https:!/ww~,.linkedin.corrv’profile/view?id=18863314&authType=NAME_SEARCH&auth... 3/2_5/20!5 CONFIDENTIAL APF00000320 Michael Task. NMLS 314948 [ LinkedIn Page 2 of 5 Sha~ up ~e too.,,t~age indusl~.in Texas st.., --. Searct~ f~ peo~:Y~e. ,fo~s compar.es, ar~ morn ~o~e Pn:~file Connections Jobs RMLO I Sales Manager AmefiPm Funding Inc. Decembe~ 2012 - January 2015 (2 years 2 mo~ths) t Austin, TX + 2 hono~ and awar~ Mortgage Banker / RMLO AmenPm Funding ~ 20! 1 - Dece~be~ 2~12 (~ yea~ 9 ~s~ , P.~s~, T~S ~ Mortgage Broker ~arto~ Higs Mo~lgage ,:u~ 2010- March 2011 commer,ca~ modgage financing, Over 15 yea~ of ex~e,,~e +n ~he .,,~o.’~age mdusW, +ndud~ng 10 ~ ~st~. TX Denise Bodman Real E~.ate Profe,,~ior~ at Rea~,f h.~ Owmer I Mortgage Broker Task Me~’o Modg~ge ~k,~,r~i 20~5 -Ju~e 20~C ~,~ ~,~ars 3 rr~P.s) i AusL,~ Te~.s Are~ Mortgage Financing Specialist/Loan Officer Pre~.de~al Mortgage Co Co-Founder / Principal Community T’r~le Co Tit~e ;ns:.~ra~ce Co t~at cat~ to re~ est~ ar~ mot’l~Re compar.es m Ma~lar~ VP - Sales investors Mor~age Company Jur~ 19~- - Fe~a~ ~ (5 y~ 9 ~ths) https://v~v,°w.linkedin.com/profile/view?id=18863314&authType=NAME_SEARCH&auth... 3/25/2015 CONFIDENTIAL APF00000321 Michael Task, NMLS 314948 1 Linkedln Page 3 of 5 ,Search r~r ~eo~, robs. companies, and morn. Texas A&M University ~om q~ n~l~j~l~t~listic~onnec~on s Jobs ¯ A~ ~y~m~ ¯~ " ~ H onors & Awards 2011 President’s Club - Top Loan Officer Award. ~nenPro Funding ~onJ=r~ 2012 2012 President’s Club - Top Loan Officer Award A.menPro Funding Feb~uar’i 2013 2013 Platinum Producers Club Award Recipient Ame~Pm Funding !.~ =ebruary 2014 2013 President’s Club - Top Loan Officer Award ~’nenPro FunCir~g Skills Top S~Is Michael aJso knows about, :2 Res~dent~ Mo~ages 2 =HA fir~anc~g I Co~nmer~el Rea; E$1~m JumJ:)O Vx:~gage Industry Mor~age Home https://www.linkedin.com/profile/view?id= 18863314&authType=NAME_SEARCH&auth... 3f25/2015 CONFIDENTIAL APF00000322 Michael Task. NMLS 314948 1 Linkedln Page 4 of 5 Bachelor’s De,~ree. Meteorok~ 1987-1990 ~.. ¯ Sear~hforpeo~o~e,~obs, Gomf~anie~. and more .. Me~ Co~nec~o~$ Jobs In~s~ and Sooet~es: Tex~s A&M Student Cha~e~ AMS - T~asurer ~ 4 Cour~e~ The University of Texas at Austin Bachelor of Science (B. S.). Atmosp.henc Sciem::es and Meteorology 1985 - 19~7 Volunteer Experience & Causes Volunteer Cedar Park Yout~ League =ebruary 20~ "., - AUg.ust 20~3 ~2 years 7 ~c~,hs; Causes Michael cares about: ¯ Ads and Culture ¯ Children ¯ Disast~ and ~’,~an ¯ Economic Empowem’,e~t ¯ Educetmn ¯ E nv-,ro~me~ R~commendations Mortgage Broker Barton Hills MoP,gage Kevin Bums Roa; Estate ÷ I~tec~’s for ~e A~s~ Ud::~n L~,esbj~ Mark Johnson !n~en~ent Insurance Adj~$te~ ~ ~ M~e was extremely ~ ~ ~e ~ ~ ~ m a ~ ~ my A~ 23. ~. ~ ~sd~ N ~X~ sea:’c~ result B~ake Taylor O,m~". Taylor Rea~ E$~te ParWer. S~a~ Cap,’~ Groop LLC ~ Michael A. $, Guth, Ph.D., J.D, I=.HF.OR & Medica! https://www.linkedin.com/profile/view?id= 18863314&authType=NAME_SEARCH&auth... 3/25~015 CONFIDENTIAL APF00000323 Michael Task, NMLS 314948 [ Linkedln Page 5 of 5 R~chatq A. $, Guth, Ph.D., J.D. I~,HEOR & Med~ca! https://v~’.linkedin.com/profile/vlew?id=18863314&authType=NAME SEARCH&auth 3/25/2_015 CONFIDENTIAL APF00000324 Your Condo Mortgage Specialist. Ownership without the headaches is what you want. Financing wifhouf the hassles is what we deliver. "’Our # I priority is satisfied clients. We’re an Austin-based company with a ded;,cated team se,:,yiog the condo communi~. Connect with ,me today to start the hassle free application process. "" Preferred Lender Michael Task Res;dent:c Morfgcge ,Loan Or:g nc:for h,IM~.,., 3 ~ 4948 b ~ 2. 350.3662 .vv*.s’.AS~ TaSk. C O~ ~~! ro 830,0 N..MOPAC E×oy. S<,’ife ’ n TX ¯ 7R757 ~ CONFIDENTIAL APF00000325 Michael Task ’ ,, CONFIDENTIAL APF00000326 1 12 APPLICANT'S EXHIBIT NO. 56 25 |s |~ EXHIBIT O~k Mortgage l~ext ,Steps I Leg~, Review Call Tomorrow @ g30 ~ Ja~kSo" Thomas I wanted to follow up from our conversation on Monday. I want to reiterate again that excitement is building about the shared strategy and vision for what can be done in the Austin market! I sense we are getting closer and closer.We have a red hot condo opportunity to capitalize on. We have saveral candidates we are considering, but we want yo~J so we must make a decision ASAP. Here is a recap of what I took away from our call and the 7 keys areas for this decision Tomorrow’s call at 930 we will address the last tw~ items on your list. v" Competitive Pricing to Grow Your Business v" Shared Vision & Values for Future Growth ¯" Operational Team You Can Trust to Grow Your Business ¯" Employment Agreement Reviewed. See below, Our legal team reviewed your employment agreement. You can maintain and solicit to your book of bus~ness and your buildedrealtor relationships. You can maintain and solicit to your past customer database. -/" Condo Programs & Outlets - We are committed to being the best of the best in the condo space. I’ve sent you a quick overview of the products and outlets we have for condos. o Branch Cost Detail Questions o Compensation & Transition Detail Qua, ions Please feet fz~e to reach out to me if you have any questions. We look forward to your decision and hope you choose to join us on this epic journey to Base 1.0! Employee can terminate his employment with Company at any time without notice. You can terminate his emDIo.vment at any time without prior written notice to the Come,any. For I years after termination of emoloyment, Employee agrees that he will not [directly or indirectly] do any, 5(e)(i) solicit business [of a similar nature] from any customer, payor, supplier doing business with theCompan Customer should mean a borrower who has submitted an a~)=)lication, the loan is in process or theloar Payor means a person who is makes payment on a promissory note so it would mean a borrowermaki= Supplier means a _party that supplies _~oods and services which would not include realtor~ andbuilden 5(e)(ii) solicit business from any known customer, payor, supplier of the Company subject of a knownwritten o This group of Customers of the Company is limited to qroup who are subject of a knownwritten or ora approvals, GFEs, applications. 5(e)(iii) recruit or solicit the employment or services or hire any person who was known to be employee orcon., 5(e)(iv) knowingly interfere with the business of the Company 3. However, these restrictions shall not apply to any customer of Employee that existed prior to hisempln ~,. Company’s property includes all leads and loans in process. Employee is eligible to receive compensation on pending loans that close within 30 da’ ~s of termination if he t OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000090 Injunction Hearing|l ]ackson Thomas, MBA SVP of Sales Production I Oak Mortgage Group 0:2~.4.461.01!2 C: 2!4.763.8008 [ F: 2!4.4-6!.0 J.31 5307 E Mockingbird Lane, Ste. 220, DaJlas, TX 75206 NMLS# 1190420 Emai]: [ackson.thomas@oakmortgagegr6up.com Apply now at: www.oakmor~.e~T.~up,co~ Oak Mortgage Group has recently been featured in: Wall Street Joumal, Dallas Business Journal, Bloomberg, Entrel~rteur Magazine, CNN Me~ey, National Moffgage Professionals Magazine, and Scottsman Guide. Additienall.v, Oak vms named on Inc Magazine’s 2014 list of Fastest-Growing Companies in America OAK MORTGAGE ET AL 4.21.!5 D-1-GN-15-785 000091 MICHAEL NASSERFAR OFFER PACKAGE FOR EMPLOYMENT Title: Vice President of Austin (RMLO) DePartment: Sales Reports To: SVP of Sales Amaze Yourself. Amaze The World. A job at Oak Mortgage is unlike any otheryou ’re had. ~bu "ll be challenged. ~bu "lt be inspired. And you’ll be proud, Because whatever yourjob is here. yo~t ’tl be part qfsomething big. Our purpose is to suqTrise our customers by #~stiIling trust, peace ofmind. a~d attention to the details that matter to them through a boutique-quail,?; ~x’perience. Prime D|rective: Regardless of your position, your principal function is to help this Company find, serve and keep profitable customers by driving Oak’s purpose statement. Our vision for you and the Austin VP role is to build the Austin district to $250MM in annual loan volume by 2017 through personal production and recruiting loan officers who meet the Oak A Player metrics. Compensation: Loan Officer Commissions - See Addendum A: Personal Production Commission Schedule Branch Manager Commissions: See Addendum B: Branch M, anager Commission and Bonus Schedule Employee Benefits Package: See Addendum D & Welcome Kit for further details on Medical, Dental, Vision, Life, Disability, 402k benefit offerings. Job Summary: Your VP rote is comprised of two primary functions: Branch Manager and Loan Originator for the Austin district. AS Branch Manager, you will recruit, manage, and devetop your team of 8oal-oriented Loan Officers and the sales functions associated with that. Your primary responsibility is producing and leading a mortgage team toward achieving corporate sales goals. As a Loan Officer, you are responsible for originating investment quality loans by selting firm’s loan products and services to meet the needs of its client base. It also includes being responsible for the overall customer interaction and interface with all parties involved on each individual loan that is originated from application to closing, including but not limited to: counseling and pre-qualifying potential borrowers; taking or reviewing applications received for complete and accurate; obtaining all necessary support documents along with the appropriate fee and lock-in information; overseeing the loan process by monitoring loan status and ensuring conformity with terms; assistin8 in collecting additional documents and promptly communicating loan status to at! interested parties, and ob~inin8 loan documentation after closin& as directed by management. O~ I~O~ ~AG£ ~:i AL 4.2i.ib u-l-GN-i~i~0 u00092 Responsibilities: Manage day to day operations and branch personnel in all aspects of loan process from origination to closing. Monitor and manage daily production activity to ensure a high level of operational efficiency and profitability. Continually cultivate new business through the ongoing development of current and new realtor, builder, and referral relationships. Recruit, mentor, and develop a successful sales team capable of consistently meeting monthly production goals. Establish and manage branch budget effectively to ensure branch growth and profitability. Maintain a high level of integrity and customer service throughout branch consistent with the Gold Star brand name. Sources, develops and structures mortgage financing requests for new and existing customers. Negotiates terms, structures loan financing based on risk considerations and presents credits for approval to appropriate levels of authority as required. Utilizes in-house programs to meet customers’ credit needs Assists customers with inquiries and information requests, and resolves complaints relating to loan products and services offered. Performs additional duties as required. Pre-requisites: ¯ Minimum 7 years of lending experience and documented annual production in the 40M - 80M range. Excellent working knowledge of standard loan products in the industry, various state guidelines and strong familiarity with underwriting standards. Skills: Ability to calculate figures and amounts such as discounts, interest, commissions, proportions, percentages, area, circumference and volume. Strong interpersonal-communication and business-relationship skills. Detail oriented with strong organizational and follow-through skills. Exce!lent analytical, wri~en and verbal communication skills. Education: ¯ Bachelor’s degree in finance, business, or economics preferred but not required CONDITIONS OF OFFER OF EMPLOYMENT - All candidates must success,~ally pass and provide the following: o An NMLSticense o Criminal Background Check & Employment History Verification o Verification of Sales Production Numbers o Previous Year Loan Production Information (Units, Volume, Purchase vs Refi, Loan Type) o Previous Year’s W2 and a recent paystub OFFER ACCEPTANCE: I, .(Print Employee Name) understand the above job description and agree to comply with, and be subject, to its conditions. I understand that the Company reserves the right to delegate, remove, expand or change any and all responsibilities listed above and will inform me of any such change. In addition to meeting the job duties listed above, I agree to abide bythe Company policies contained in the employee handbook. I acknowledge that 1 can flJlfill the above duties with or without reasonable accommodation. Employee Signature Date J. Holden Thomas, CEO Date Jason Sherman, Cl’v10 Date Jack.son Thomas, SVP Date 1 12 APPLICANT'S EXHIBIT NO. 57 25 4/17/2015 Oak Impotent points - jacksortthomas@oakmortgagegroup.com - Oak Mortgage Group Mail .la.., 8 of.Sales Productio~ ~ Oak ~ Group Skj r~ng Agreements DO no~ sign Offe¢ ~e~,,er ~ EA u-~ a£~ you reign Re~gnation Injunction Hearing| Exhibit 057 I OAK MORTGAGE ET AL 4.21.15 D-1 -GN-15-785 000134 data:te~ l;charse~- utf-8.%3C ~v%20class%30%22gE%20iv%20gt %22~20style% ~ %~ ~%~ ~%~%~ ~~r%~%~. ,. 111 1 12 APPLICANT'S EXHIBIT NO. 58 25 ¯ eeoo AT&T ~- 9:42 AM ’~ 98% ~ Messages (5) Michael Details I know, I’ll adjust if when needed based on how my production goes and tasks as it flows to my p&L If ! need to add more staff l will adjust based on how the numbers look We’ve decided to stand down and not do an,,4hing until we see what happens on Monday once th_,~- Applicant’s i I receive your notice. Injunction Hearing| Exhibit 058 p EXHIBIT ooo~ AT&T " 9:42 AM 98% ~ Messages (5) Michael Details OAK MORTGAGE ET At. 4,21.~ 5 D,4-GN-I 5-785 000569 Send ooooo AT&T ~" 9:43 AM :~i. 98% ~ Messages (5) Michael Details No such thing as coincidents my friend! What an honor to ~ M OAK MORTGAGE ET AL 4.21.15 D.-I-GN-!5-785 000570 Send eeooo AT&T ~" 9:43 AM -, 98% ~ Messages (5) Michael Details How many on the rush order just for me coming? Perfect Well .... I’ll be there tomorrow so I need to coordinate with ty to distribute as there are a OAK MORTGAGE ETAL 4.21.15 D-!-GN-15-785 000571 Send ootoo AT&T ~ 9:43 AM 98% ~ Messages (5) Michael Details Homes communities to distribute to. ¯ It would be a big project to coordinate al! the locations to be sent to Cool! #3 1 keeps me too pegged to only austin OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000572 Send oooo~ AT&T ~ 9:46 AM 97% Messages (5) Group Details I just heard. Can we chat tomorrow? What is the appropriate response? Can ! reply to him "i can’t call you but you can call me." Hmm... ! guess Just ask him to please call me You OAK MORTGAGE ET AL 4.21 .’f5 D-’t-GN-’.’5-785 000573 1 12 APPLICANT'S EXHIBIT NO. 59 25 From: Michael Nasserfar Centerra Tom Terri Gene Sylvia Lynn Tamela Kristy Bob Dan Amy Andrew Greg Amanda Lesli Brohn Adam Aaron Greg Donna Boris Anne Rich Lisa Dana Julie Ty Outlaw Blake Kevin Charlie Grant Layman Applicant’s Leah Paula Injunction Hi Exhibit 059 Bums Brick key Brickley EXHIBIT Deacon Olesh CONFIDENTIAL APF00020851 Schley Boris Byron davis Star Bob Roberts Landon Alien Carter Caner Michael Nasserfar AmeriPro Funding Inc. Branch Manager, N_.~’VILS #209485 12800 Hill Count~" Boulevard, Suite G-116 Austin, TX 78738 Direct: 512.583.5791 Cell: 512.797.8916 Fax: 512.233.5853 Email: MNasserfar~ Ameri ProFundi ng. corn wwxv.MichaelNasserfar.com Company #131699 2013 Texas Star Awards Mortgage Industry Professional of the Year Your Dedicated Lending Team Julie Curby - Client Coordinator-.lCurbv@AmeriProFunding.com Dana McGrath - Senior Loan Processor - DMeGrath@~AmeriProFtmding.com Lisa Brown - Senior Loan Processor-LBrown~AmeriProFundin~.com Confidentiality Notice: This communication may contain privileged and / or confidential information. It is intended solely for the use of the addressee. If you are not the intended recipient, you are strictly prohibited from disclosing, copying, distributing or using any of this information. If you received this communication in error, please contact the sender immediately and destroy the material in its entirety, whether electronic or hard copy. This communication may contain nonpublic personal information about consumers subject to the restrictions of the Gramm-Leach-Blilev Act. You ma,v not directly or indirectly reuse or redisclose such information for any purpose other than to provide the services for which you are receiving the information. There are risks associated with the use of electronic transmission. The sender of the information does not control the method of transmittal or service providers and assumes no du~ or obligation for the security,, receipt, or third party, interception of this transmission. CONFIDENTIAL APF00020852 1 12 APPLICANT'S EXHIBIT NO. 60 25 ile ,Edit V’ History Bookmarks Window Help "" G ~’ ~ il~ (~ ,’~ 40 ~ 4g% ~, Mon 1:37 PI~’ Ja=on 8he~ ~ [] mail.goggle.corn C, ~] ~ 0 Amage~/downloads/racLr wob3,,, Michael Nasserfar OFFER J Vice President... Oak Mortgage Group - Calendar Vue sous cot anglo, cette dgllse aurait p... ~)a ~,~/ from:(basel.0@oakmortgagegroup.com) to:(michaelnasserfar@gmail.cor ÷Jaaon O m *-’ ~ O i Movo to ,,,box ~ Mo,o - 12of 17 < ) ~ MPOSE Jason Sherman 211) Jason Show delails Sent from my iPhone ]rafts Archive (2,... On Dec 11, 2014, at 4:54 PM, Jackson Thomas < ackson.lhomas@oak nortgagegro~ p corn> Later (275) wrote: ........ 0 Michael, son Thanks for making time today to talk. I’ve attached your OFFER LETTER which includes the revisions we discussed today. Jan Moore We are very excited about you joining the team! In order to for us to secure your rather Moorman role in the Aspen Heights condominium project, we must know your decision on the offer this week. We do not underestimate how big of a life decision Ihis is for nnie Armstrong you and take that very seriously. Please feel free to send me any questions and we look forward to discussing your transition and onboarding details. You’re going to love working with the Oak team! -, Meyr Progress. ~ris Pyle Jackson Thomas, MBA SVP°~SalesPr°dacti°nlOakM°rtgageGroul~ ckson Thomas O: 214.4(,l.0112 C: 2,4.763.8008 IF: 214.461.0131 nnie A NMI :~ I I’n~V~l " " ’ ~K’ ~ R~~,;~,~I ~,gr k~~ 000345 ~pply now at: 1 12 APPLICANT'S EXHIBIT NO. 61 25 Michael Task Sent: Wednesday, January 14, 2015 5:51 PM To: Ryan Fetgatter Good Afternoon Ryan - On behalf of myself and my team - I would like to thank you and the entire Aspen Heights/Constructive Ventures Team for the opportunity to participate in the preliminary discussions on the financing options available to the perspective buyers and as our team being chosen to be a preferred lender on the project. My experience in the mortgage/real estate/title business (with an emphasis on condo financing ) eclipses 20+years, 14 of those here in Austin. I’ve attached a brief bio that highlights the condo projects I have worked on locally over the years. With respect to scheduling a meeting - this week is pretty hectic - I am available for a phone call late tomorrow - Jan 15th - any time after 3:30PM - and can be available face to face meeting this coming Monday, Jan 19th. Please let me know what works best for all parties involved. Looking forward to meeting you as well - Best Regards, Michael Task AmeriPro Funding, Inc. RML O, Sales Manager NMLS# 314948 512-350-3660 Direct 512-857-1402 Fax mtask~,ameriprofundin.q, com www.MichaelTask.com Hill Country Galleria Branch Corp 12800 Hill Country Boulevard, Suite G.116 8300 N MOPAC, Suite 120 Austin, TX 78738 Austin, TX 78759 Project Lender for the Seaho/rn Residences 2013 Platinum Producer Club Award Recipient 2013, 2012 & 2011 President’s Club Award Recipient EXHIBIT Top Loan Officer Award Your Dedicated Lending Team Applicant’s CONFIDENTIAL Injunction Hearing APF00026618 Exhibit 061 Ty Gosnay - Production Manager - TGosnav@Ameriprofunding.com Julie Curby - Client Coordinator - JCurby@AmeriProFunding.com Dana McGrath - St. Processor - DMcGrath@AmeriProFunding.com Lisa Brown - Sr. Processor - LBrown@AmeriProFunding~com Company NMLS# 131699 FUNDING Confidentiality Notice: This communication may contair orivi!eged aed / or confidential information. It is intended solely ~:or the use of the addressee. ~f you are not the intended recipient, you are strictty prohibited from discicsin& copying, distributing cr using any of this information. !f you received this communication {n er-or, o!ease contact the sender immediately and destroy the material in its entire~, whether electronic or hard copy. This communication may contair~ nonpub~ic personal information about consumers subject to ~e restrictions of the Gramm-Leach* Blitey Act,. You may not directly or indirect!y reuse_ or "edisc!ose such information ~r any pu~ose other than to provide the services for which you are receiving tee information. There are ~{sks associated w~th the use of ele~ronic ~ansmission. The sender of this information does not contro! t~e method of transmi~al o~ service prov;ders and assumes no duty or obEgatio~ for ~e secur~, receiot, or third pa~y i~terceptJon ef ~is transmission. From: Ryan Fetgatter [mailto:rfetgatter@myaspenheights.com] Sent: Wednesday, January 14, 2015 10:30 AM To: Hichael Task ~ubject= Preferred Lending - The Independent Hi Michael: Aspen Heights and Constructive Ventures are developing a 365 unit high rise condo tower at 3rd and West in Austin, to be known as The Independent. Your contact information was passed along to us as a recommended contact to make as we be~n to flesh out our list of preferred lenders for the project. To orient you schedule-wise, we plan on be~’rLning our reservations process in April, with contracts to follow this Summer. I would love the opportunity to visit with you in the coming weeks to discuss your company, your approach to customer service, and the project itself. Please let me know a few time slots that you have available and we can put something on the books. You can reach me by emall or cell below. Look forward to meeting youl Thanks, ’.yan Ryan Fetgatter ] Vice President of Development Aspen Heights ]Austin Office: 512-583-9000 1 Mobile: 512-970-6068 "~. ASPEN ~EIGI-ITS CONFIDENTIAL APF00026619 Michael Task I NMLS # 314948 Sales Manager/Residential Mortgage Loan Originator Recent Projects Over the past decade the condominium market has blossomed in Austin and across the country. Austin has proven to have a sustained demand for these properties, whether new construction, or condo conversion. Based on the need for a knowledgeable lender, a focus was put on learning the specifics of mortgage lending on condominiums, whether new construction, a condo conversion, or non-warrantable condos. Below is a list of projects that we have obtained either project approval or financing for some of our clients: ~ Seaholm Residences, Austin 30 Story New construction, 280 units project lender ¯ ,- FLATS Flats on Wilson, Austin project approval obtained ¯,, New construction, 62units project lender Denizen Condos 04, Austin financing provided New construction, 119 units 360 Condominiums, Austin financing provided New Construction, 430 units Milago Condominiums, Austin financing provided New construction, 240 units Spring Condo, Austin financing provided New Construction, 249 units The Shore, Austin project approval renewal obtained SHORE New Construction, 192 units financing provided W The W Residences, Austin financing provided New Construction, 159 units Alicante Townhome Condos, Austin project approval obtained Condo conversion, 1.54 units project lender Austin City Lofts, Austin project approval obtained New construction, 82 units project lender Brown Building, Austin project approval obtained Condo conversion, 90 units project lender With an extensive background in the mortgage and title insurance industries, including nineteen years of mortgage financing experience, Michael Task has served the needs and exceeded the expectations of Austin real estate professionals for more than a decade. Michael and his team’s extensive mortgage financing background provide an edge on the competition by having the knowledge to easily navigate clients through the ever changing mortgage industry landscape without any delays. Their goal is to counsel clients about current mortgage products to determine which best suit their short term and long term finandal goals. 12800 Hill Country Blvd,. Ste G-116, Austin, TX 787381 Corp. NMLS #131699 PFE 512.3502~:~ ! P-- 512J~57.1402wwwJVlichaeFFask.com~ email: mtask@ameriprofunding.com CONFIDENTIAL APF00026620 1 12 APPLICANT'S EXHIBIT NO. 62 25 From: mtask~ameripmftmding.com Sent: Thursd~,. January 15, 2015 3:33 PM To: mtask~att.net Subject: Fwd: Great meeting you! Best - Michael Task RMLO, Sales Manager NMLS 314948 Amedpro Fundin~ Inc 8300 N MOPAC. Ste 100 Austin.TX 78759 NMLS 131699 mtask ~, ameripro fundin ~.com Desk: 512.583.5051 Cell: 512.350.3660 Fax: 512.857.1402 w~vw.MichaelTask.com Preferred Lender for the Seaholm Residences Begin t’orwarded message: From: MicHael & Task: It was goat meeting the a~ o o,e x’ou ? estcrda?. \’cD impressi~ e,i I am happy to visi’, w,’J~ vo’d about hox~ ,’.hc Rc!ocation Dcce.~mem can assist your business Have a great L2-922-3003 Check out our NEW website... www.JBGood~n.com EXHIBIT Applicant’s Injunction Hearing CONFIDENTIAL Exhibit 062 APF00026771 1 12 APPLICANT'S EXHIBIT NO. 63 25 4/17/2015 Re: Celebrate - jackson.lhomas@oakmortgage~oup.com - Oak Mortgage Group Mail Re: Celebrate Michael Nasserfar Sorry for the late reply but I’m just now getting caught up. Jackson you%,e been extremely accommodating sir. Thank you all for wor~ng with me through my busiest month of the year beth in production and personally. I’m still in full blown work mode for December closings and dropping in on all builder contacts which meant almost 200 miles of driving around today and tomorrow the same thing. Let’s see where I’m at by end of day for any happy hour plans. If not tomorrow it will be very soon that we will be toasting to a very exciting and momentous future ahead of us gentlemen!!!! Coram Dee! Michael On Monday, December 22. 2014, Michael Task Michael Task Sent from my iPhone ¯ On Dec 22. 2014. at 6:19 PM, Jason Sherman > Jason ¯ Sent from my Jason Shemlan Sent from my iPhone R Jackson Thomas CONGRATS on a 6MM / month and a strong finish to the year! Applicant’s CELEBRATION to all the work put in to serve all those clients, referral partners! CHEERS to this next chapter, to this next year. and to changing the mortg .age industry for the better! Injunction Hearing Carbe Aelemitatem! Exhibit 063 Jackson Thomas, MBA EX~"HB|T O: 214.461.0112 C: 2~&.763.8008 i F: 21&.461.0131 ~tP °fSa|es Pr°ducl~°n l Oak M°rtsa’e Gr°uP 53C~ ~ ~h,~’km~b~rd ~m~. S~. 220, D~fi~x. ~ "5206 x~.:LS= $190420 ~ ~ ~ Emafl: iacksom~omas@~kmo~e~rou#.com Apply now at: ~w.~kmo~e~ou~.co~ , ~ ~ Oak Mortgage Group has recently bee~ featured in: Waft Streef Journal Daflas Business Journal. Bloomberg, Entrepreneur Magazine, CNN Money, National Mortgage Professiona/s Magazine. and Scottsman Guide. Additional/y. Oak was named on/nc Magazine’s 2014 fist of Fastest-Grov,~ng Companies in America OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000109 data.lexf2htm I ;charset=- ulf-8,%3C div%20c/ass%3D%22nH %Z2%29style%30%22color ~%~ ~%~ %~ %~ ~.~ ily~%~d... 1/1 1 12 APPLICANT'S EXHIBIT NO. 67 25 Michael Nasseffar [ LinkedIn Page 1 of 5 Michael Nasserfar Vice President - RMLO at Oak Mortgage Group AUS~h’L TexasA~.a: Fi~anc~ Servk:~s Educa’~on C~aact tnfo Summary Vice President - RMLO Oak M~,gage Gn~J~ Jar, uanf 2015 - P~.se~,t (3 months) I Aus~n, "iX Oek Mor~ ~s a resk~entia~ mo~ con,4~ny t~sad ~n Da~as w~h o~ce$ in AusSn and Waco. We beg~n in 2005 a~ a ..esponse ~o ~’-,e decSne k~ resCx:~:~e lend~g a~,d wanted to ~-~;e a ~ ~ go~s am ul~"r~tely t~e cent~J .~c~s. To ge~ a ,~eef fo~ our brand0 check out our gace~xx~ P~e. ca~ed Oak for ~e O/~ ressed (OFTO) at~d you ~n le~n mo~e about it here. V~ h~e ~a,~ to expa~ o~-o ~ 2015 Applicant’s i Injunction HearingI Exhibit 067 I https://v,~rw.linkedin.com/’m/michae Inasserfar 3/25/2015 CONFIDENTIAL APF00000227 Michael Nass~rfar Lir~kedtn Page 2 of 5 Branch Manager - RMLO Amer~Pro Fundk~g January 20‘‘4 - JanuaP! 20",5 (1 yea~ "; mob=h) ! ~xas ff~e fut~ng of t~e ~oan so c~e~ g~ the~ keys ~he day of do~ ~s prom~e~J, - 7 ~ mar~ Menage Homes ~3e ~c~P~ {Hamm~’~.n_~cy/M,e~m~y Hcm~s) - 3+ ye_a~ cur~y maw~r~ mo~,~je ~ams as the ex~e ~e~der ~ 3 Te~s based b~ders at Sales Team Manager ~m Fundkng, !r~c. November 2~ ~ - ~ 2013 {2 ~rs 2 ~s) } ~ seediness & s~cces~! m~-~age ~ - 2~ ~ 3 Texas ~-~:~ - 2G¢3 Aus~n Home S,J~ers Branch Manager - Vice President First C~n~r~a! M~..c~3e Loan Officer Pr~e Le¢~di~ SeP~;c~s Loan Officer Mi]es~e Jam~ary 2~0"~ - J~nuar~ 2003 (2 years ~ ~) - Cre~.e~ ~n~ ~ L~e" r~x~h~y ma~P~ ~ over http s :llv~’w.ILnJ~e din.c om/Ln!michae knasseffa,- z/2~,~O ! 5 CONFIDENTIAL APF00000228 F~chael Nasserfar I Lin_kedIn Page 3 of 5 Languages Spanish Persian Bay" /~ Skitfs Homes 7 Bus~_~’.~ ~e’,te~p~ent 7 VA Loans ~ Eduction University of Texas ~=3~e~cr of S~. Cemm~ ~t o~ ~ ),e" H onors & Awa~s STAR Award Texas Modgage P~fess~c~a~s R~ot~T~nd~o~ Loan Officer h~ps :/!wv,~’.tinkedin.comiiv_!michaetnasseffar 3/25/20!5 CONFIDENTIAL APF00000229 Michael Nasserfar I Linkedln Page 4 of 5 Connec~ons Jkm J~n {NMLS,I~7"f6301 ~1~ ~b Rober~:s ~ New ~ Pr~es~,i.. M~ga,ge Net Influencers News haps :/!~,,,~-w.linked~.conv’irdmichael nasserfar 3/25/2015 CONFIDENTIAL APF00000230 Michael Nasseffar I LknkedIn Page 5 of 5 Companies Gehan ....... ASPEN Aspen t~gl~s ~ RF_ALTO_, F~w $~ 27 ~ Schools https://v,~vw.Uv&edin.corrv’irdmichaelnasserfaz 3/25/2015 CONFIDENTIAL APF00000231 1 12 APPLICANT'S EXHIBIT NO. 69 25 About - Oak Mortgage Group Page 2 of 3 ¯ AVVaghela - NMLS ~220899 ¯ Nikki Vaghela - NMLS #220914 ¯ Will Gray - NM, LS -~3:."8~5 ¯ Robert Mason - NMLS -~585082 ¯ Sam Eider- NMLS ~/80350 Loan Partners ¯ Margo Gamble - Loan Partner 1! ¯ Alicia No{singer - Loan Partner I[ ¯ NicoIe FIores - Loan Partner II ¯ Shelby Krasovec - Loan Partner Waco ~ranch ¯ Jeff Bradburn - NMLS #323379 ¯ John Snider- NMLS #285728 ¯ Chuck Jones - ,~MLS ~82~633 ¯ Mark Bower- NMLS #442240 ¯ Robbie Netland - NMLS #997269 ¯ Tara Lewis - NMLS #907586 ¯ Angle Co[eman - NMLS# 1262986 ¯ Michelle Leatherwood - Office Manage, ¯ Haley Griffin - Marketing Assistant Austin Branch ¯ Michael Nasserfar - VP of Austin - NMLS ~209485 ¯ Michael Task - Austin Sales Manager - NMLS #3~.4948 ¯ Ty Gosnay - Mortgage Banker - NMLS #997663 EXHIBIT http://w~’.oakmortgagegroup.com/about/ 4/28/2015 1 12 APPLICANT'S EXHIBIT NO. 70 25 November 11,2014 Dear Michael and Michael, We are excited by the prospect of you joining our team at As such we would like to propose an offer to you. Offer Summary: -Personal Production: o Up to $3.5.million- 110 bps. o $3.5 -$5.49.million - 120 bps. o $5.5 million and up- 130 bps.. o 15 bps over-ride on branch loan office~s. -¯ to pay branch rent. ¯ ¯ to pay of in-branch processor. to pay up tO$40,O00/yr for a branch originators assistant: Four month guarantee of .$45,000 per month, divided between Michael Task and Michael Nasserfar in a proportio~ agreed upon. Key Benefit: We have a strong and consistent company culture, has been named one of "[he :Best Places to Work by the Austin Business Journal four years running. ¯ Operations excellence: underwriting turn-times averaging less than 48 hours, instructions to title 2-3 days before closing and prior to CTC, our latest net," prom6ter scores of 67%, and all facets of the loan process locally housed. Competitive rates: demonstrated by Optimal Blue repoffing versus our .competitors. In-house local marketTng: quick professional personalized suppo.rL data base marketing, and participation for our originators. ¯ Simple transparent compensation plan ; ¯ Reduced time spent on administrative activities We look forward to continuing our conversations together. Applicant’s Regard, Injunction Hearing Exhibit 070 Area Manager OAK I~IORTGAGE ET AL 4.29.15 D-1-GN-15-785 000885 t !/ Mortgase Banker Compensation Agreement for Nasserfar/Task Team We are pleased to confirm the terms of your team’s employment with ’ The offer of employment extended to you is as fo[bws: Position: I Producin~ Branch Management Team Location: ! Austin Manager: I EffectiVe Date: I I2.01.2014 Commission In addition to the terms off,his individual compensation agreement, your compensation as a Mortsage Banker at is also governed by the Consumer Finanda[ Protection Bureau 2013 Loan Originator RuLe finalized in October 20! 3 and dated November 8, 2013, and. any subsequent revisions’to that rule. In.accordance with that rule, you are eligible for commission compensation as outlined below: Transaction Amounts Per Month Basis Points 1 Up to $3.~9 million 110 I E3.5 - $5.49 million J i2O + ! Your commission will be calcu[ated by multiplying the basis points listed above times the dollar amount of all [oans funded during the commission period. The basis points used to calculate the commission will be determined by the number of transactions (defined as unique addresses)~funded in said commission period, dosing fees are required to .be collected on each loan. Being apart of the comes with cer~in high expectations. You wi[[ be joining a community.of high-perfor.ming originators whowant to be surrounded with a powerful peer group. As such, we and your co[[eagues expect a certain [evel of performance once you are established here. This means that we expect you to produce at [east 4 units per month in the first month after you-have completed 120 "days of service and each month therea,~ter. No commission will be paid on employee mo~gage loans. Loans may not be transferred between Mortgage Bankers. The Company reserves the right to modify your compensation at any time at ~:ts sole discretion. Brokered Loans: Other Loans; Second Liens Mo~gage Bankers may only transact brokered loans with vendors on the Company’s approved list, and those loans must be locked by the Company’s secondary depa~ment. OAK MORTGAGE ET AL 4.29.15 D-1-GN-15-785 000886 Addendum to Compensation Agreement for Nasserfar!Task Team Effe~ive date: 12.01.2014 This agreement applies to Michae[ Nasserfar-and Michae[ Task as a team. Air amounts below are cumulative for theteam. In addition to the terrr~ and conditions raid forth in the Compensation agreement0 this addendum wi[[ serve as an explanation of special incentives or pay arrangements as part of your employment with You wi[[ be paid the greater of your earned commissions, or the following incentives: Month ! Incentive ~inimum Requirement Payment Date 522,500 None "12115114 December I $22,500 None 12/31/~4 January i $22,500 None 01/15/15 ........ S~’500 None 01/31/15 $22/500 4 loans dosed by01.3~.15 02115/15 l=ebruary Curnutative of 8 loans S22,500 02128115 dosed by 02:t5.15 $22,500 Cumu[at~¢e of 14 roans dosed by 02.28.15 03/15/l~ /¢arch $22,500 Cumulative of 20 roans dosed l~y 03.15.15 03/31/I5 The incentives.wit[ notbe prorated and wi[[ be paid onty if the minimum requirements are met in fu[[ and only in the amounts and on the dates specified above. " In the event of any ques~ons of dis~)utes regarding incentives or their minimum requirements, aE final derisions wilt be made by the VP of Finance. If you terminate your emptoyment with Sente prior to 12.01.15, .your team agrees to pay 100% of the Incentive paid, a~ described above (to the extent Incentive was unearned), within 10 days of the team’s fast day. Tnis agreement is not severabte and cannot be divided among team members. You wilt also receive: - 15 bps on the production of your team ° mailings and marketing to your contacts at no cost toyou for first 4 months o A dedicated production assistant paid by up to $40,000 annuat satary OAK MORTGAGE ET AL 4129.15 D-1-GN-15-785 000887 Loan Profitability Report OAK MORtf’@A~E~E~E.~.~E~,=~ON~:~785 000890 OAK MORff’~l~’.E~r~t~-~.~O~: Dt.,C~t, ,,, ~o~85 000891 ¯ OAK MOR~T.,C~.~.~T,~,~{~’~. ~.~.~’,~,~5 000892 OAK MOF~’~t~,~.~,1~.~,~1~.~,,~85 000893 1 12 APPLICANT'S EXHIBIT NO. 75 25 From: Unspecified Sender Sent: To: Dirk Gosda (Dirk.Gosda@brookfieldrp.com) Cc: Bob R.obens Hello Dirk, My good friend and colleague, Bob Roberts with Gracy Title, referred me to you. We appear to have much commonality of business and it would be advantageous to get to know each other better. I have a been managing builder based mortgage platforms for the last 12 years for several local and national builders. I would appreciate the opportunity to meet you and get to know the needs of Brookf!,,eld Residential better. The builder centric model I have developed here at Ameripro is adding profitability, timely closings, and assisting on making sales for our builder partners. A~ your schedule permits, please let me know a good date and time convenient for you to meet. My best, Michael Michael Nasserfar AmeriPro Funding Inc~ Branch Manager Builder Division, NMLS #209485 Residential Mortgage Loan Originator 12800 Hill Country Boulevard, G-:116 Austin, TX 78738 Direct: 5:12.583.5791 Cell: 512.797.8916 Fax: 512.233.5853 Email: MNasserfar@AmeriProFunding.com www.MichaelNasserfar.com Company #131699 2013 Texas Star Awards Mortgage Industry Professional of the Year Your Dedi~ted Lending Team Ty Gosnay - Production Manager - T£osnav@AmeriProFunding.corn Julie Curby - Client Coordinator - JCurb¥@AmeriProFunding.com Usa Brown - Senior Loan Processor - LBrown@AmeriProFunding.com Dana McGrath- Senior Loan Processor-DMcgrath~AmedProFunding.com Confidentiality Notice: This ¢ommunicat~n may contain privileged and / or confidential information. It is intended solely for the use of the addressee, ff you are not the intended recipient, you are str~ prohibited from disclosing, copying, dist~buting or using any of ~is information. If you received this commonicetion in error, please contact ~he sender immediately and destroy the material in its entirety, whether electronic or hard copy. This communication may contain nonpublic persorral irffomlat~n about consumers su~;~’ff to the resb~c~ions of the Gremt~-Lsecl~Bliley A~. You n~y not dire~ or i~irectly muse or redisdose such informe~Jon for any p~rpose other than to provide the services for which you are receiving the information. There are risks associated with the use of electronic transmission. The sender of the inforrnaSon does not control the maff~od of t~ansmittal or service providem and assumes no duty or obligation for the securffy, CONFIDENTIAL APF00002735 receipt, or third party interc~p’don of ~s transrnission. The Right Expectations Start With Knowing Your Buying Power If does.’t cost a thi.g to talk. Michael Nasserfar Co..ect with me today to lear~ 512.797.89i6 cell about youropfio~s. ~1 ~ i~ NMLS ~ 209485 CONFIDENTIAL APF00002736 1 12 APPLICANT'S EXHIBIT NO. 78 25 4/17/2015 Wetoome Michael ! Transitkm Resources - jackson.thomes~mortgagegrouD.com - Oak Mortgage Group Mail J~n 8 EXHIBIT OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000135 data.lext/h~ml:charset= utf-8,%3Cdv%20class%30 %22aj u%22%20st~le%3D %22cursor~~~%~%~ ~%~12... 1/1 1 12 APPLICANT'S EXHIBIT NO. 80 25 Sent: Monday, January 05, 2015 11:05:12 PM Subject: To Do’s: To Do’s: Update rq- that letter is out/received Redirect eFax Buy back website Stop ibis network Update and change: Market alert Gmait Facebook Linkedln IBIS - update to show oak mtg Logo to Tamela Link to Tamela Who’s the new contact APF for my pipeline? Update Amanda Update Connie Draft new intro email to be sent to clients (both’new and old) Go see agents ASAP Get new cards and marketing material Applicant’s Injunction Hearinc Exhibit 080 CONFIDENTIAL APF00027969 1 12 APPLICANT'S EXHIBIT NO. 81 25 AUSTIN BRANCH OFFER PACKAGE Amaze Yourself. Amaze The World. /I job dt Oak :14m’&,tge is unlike ~0: other" v~u "re h~d. You 71 be uhaIlenge~t ]~u "It b¢’ inspired. And you "1[ he proud. Bec’uu.~c, ~’,Ootever ymn" /oh £~ here. you ’fl he pc~rt q/h’~nzet,#ing big. Out pt~tpose i.~ to them thtwttgh a h¢~ut&zte-qttali~v c~’t~crienc~" Compensation: ¯ Loan Officer Commissions- Medalist 1000. See Addendum B: Personal Production Commission Schedule ¯ Austin Branch Override & Bonus Schedule: 10-40 bps. See Addendum B: Branch Manager Override and Bonus Schedule ¯ Signing Bonus: $20~2S0 {split over the first 6 pay periods). See Offer Letter Addendum A. ¯ Marketing Signing Bonus: $65,000. See Addendum C: Oak Marketing Platform. ¯ Draw: ~30,000 / month for 4 months. See Offer Letter Addendum A. ¯ Employee Benefits Package: See Addendum D & Welcome Kit for fu~her details on Medical, Dental, Vision, Life, Disabilit% 402k benefit offerings. OFFER ACCEPTANCE: l~ ~’~ 2 v ~,V--" ’~ ~ 1~- i~rin~ F.mpioyee Namei under, canal the above job descriptions and agree to comply with, and be subject, to its conditions. ] understand that the Company reserves the right to delegate, remove, expand or change any and all responsibilities listed above and will inform me of any such change. In addition to meeting the job d~ties !isted above, ! agree t9 abide by th.e Company policies contained in the employee handbook. I acknowledge that ~ can b~,lfil! t-he above dut!es ~’th or without reasonable accommodation. COI~IDIT1ONS OF OFFER OF EMPLOYMENT -All candidates must successfu!ly pass and p-ovide t~.e [ollowing: An active NMLS !ice,so Passing a Criminal Background Check & Employment History Verification Providin8 VeriFication of Sales Produ~ion Numbers o Current Year and Previous Year Loan Production and P&L documentation o Previous Year’s W2 and a recent paystub Michael Nasserfar Date CMO Date ~ackson 5VP Applicant’s Injunction Hearing Exhibit 081 Offer Letter Addendum A Per the phone conversation held on December 11, 2014, Oak Mortgage Group, "Oak" and Michael Nasserfar, "Michael" agree to the following: Legal Support & Protection: Oak agrees to provide Michael with lega! support and prote~ion ("Legat Support and Protection"} in the event a law suit is filed against Michael by Michael’s previous employer, AmeriPro Funding Inc. {Company License 0921843) by covering the cost of Michael’s legal fees associated with defending the law suit filed by Ameripro. This Legal Support & Protection is contingent on Michael abiding by the terms of Michael’s Employment Agreement with Ameripro. This Legal Support & Protection wil! cover Michael during his tenure as an employee of Oak and after employment at Oak, unless Michae! is terminated for cause as defined in Section 9 of Oak’s Employment Agreement. If Michael resigns or terminates his employment with Oak, this Legal Support & Protection wilt terminate with no further obligation by Oak. Guaranteed Draw for the First 4 Months: For the first 4 months, you will receive a guaranteed monthly earnings in the amount of ~;30,000 paid monthly. This will give you a floor in earnings each month. Any amount of compensation not covered by commissions on ~oan fundings will b~ supplemented by this guaranteed compensation, tf you are terminated or resign within the first !2 months, the draw must be repaid. Austin Branch Office Budget: Oak is committed to a vision for delivering world-class customer experience for the city of Austin. We want Michael Nasserfar to be one of the key people to help with the execution of this vision. Oak wiii provide the Austin Branch office with an annual budget of .$184.000. The a!!ocation will be $60.000 annually for rent. $24,000 annually for office-related ex.~:~=nses (i.e. furniture, marketing, printing, supplies, equipment, insurance, utilities, telephone, printing, ~,acka~l,,~, mai!ing, adve~ising, =,,a ~,,,~m~+~,~ =~,~ $t00.000 ~ branch wages & suppe~ (i ~ Oak Team Program expenses outside of co,orate processing, underwriting, and closi.ng support). $20,250 Signing E~onus: Oak is prepared to ensure you do not !ose the Q4 bonus of $20,250 that you are set to receive on January 3:[, 2015 from AmeriPro Funding Inc. (Company License 0922843). tf such bonus is not paid by Ameripro, then Oak a~rees to issue a payment of $3,37~ for each of the first 6 fult payroll cyles in which you are employed. Jason~O 1’ MAR MUt4 ! ~SAtS{= I= I AL 4.21.15 D-1-GN-15-785 000756 Addendum B 2015 MORTGAGE BANKER COMMISSION SCHEDULE PAYMENT OF BENEFITS All employees of Oa k Mortgage Group designated as Mortgage Banker wilt participate in the Plan as of their employment date, or date of eligibility as otherwise determined. In addition to the terms of this individual compensation agreement, your compensation as a Mortgage Banker at Oak Mortgage is also governed by the Cohsumer Financial Protection Bureau 20!3 Loan Originator Rule finalized in October 2013 and dated November 8o 2013, and any subsequent revisions to that rule. In accordance with that rule, you are eligible for commission compensation as outlined below. Your commission will be calculated by multiplying the basis points listed below times the dollar amount of all loans funded during the commission period. The basis points used to calculate the commission will be determined by the number of transactions (defined as unique addresses) funded in said commission period. ~;:1455 in origination fees are required to be collected on each loan. No commission will be paid on employee mortgage loans. Loans may not be transferred betwee~ Mortgage Bankers. The Company reserves the right to modify your compensation at any time at its sole discretion. COMPENSATION Commiss:ons Earned. For loans sourced t~roush the LoaP Officer’s ow~ e~.’or~.s, the =oan Of,~Jcer wJ,, be pa~d ~q accordance with ,~ed=,,~, &~O ~ .... ~ " You may choose from the following 8 compensation plans. Piease circle a Bronze, Silver, Gold, or Platinum and the associated volume or unit plan. Vo] urn e Pta n Pavout ]gPS Units Pie n Pavout BPS <600k 100 " -3 100 600k + 115 4-5 1t5 900k + 130 64- 130 Silver <900k 105 1 -4 105 900k+ !30 5-6 130 !. 2.M+ 135 7+ ! 35 GOld <1.2M 110 1 -5 110 t.2M+ 125 6 - 7. 125 1.6M+ 140 8+ 140 Plaffnum <1.6M+ 115 t -6 115 !.6M÷ !30 7-8 130 2.0M+ 145 94- 14,5 OAK MORTGAGE ET AL 4.2t~15 D’1-GN-15-785 000757 loa I , Notes: Payouts apply to self-generated business only. No tier- bonus is paid on Corporate sourced business. Originator can change plan once a month for first three months. After that, it may only be changed every 3 months by providing notice to the sales manager. Shortages have to be approved on a case by case basis by the production manager Minimum Production 12 units funded Requirement: every quBrter After 2 quarters of below MPR, you are at risk for termination JUMBO LOANS ; BROKERED LOANS ; SECOND LIENS Ajumbo mortgage is a home loan with an amount that exceeds conforming loan limits imposed by Fannie Mae and Freddie Mac_ The limit is currently S417,000 in most parts of the United States and is subject to change over time. For jumbo loans, the Austin branch has chosen for n..£ commission caps to apply. The secondary department will set up the Medalist 1000 plan to reflect this decision. Mortgage Bankers may only transact brokered ioans with vendors on ~he Company’s approved IisL, and those ioans must be locked by the Company s seco ~oary department. Commission is ..... . ........... ~a.., commissions w~I{ be paid on loans that ciose ond~und within 30 d~ of the employee’s ~2st R~,; ..... #~ OAK MORTGAGE ET AL 4~21.15 D-1-GN:15-785 000758 AUSTIN BRANCH OVERRIDE & BONUS SCHEDULE Producing [] Nonproducing Volume O~erride: Basis Points paid monthly on closed production of the entire branch. This override includes personal production. The Volume Override will be calculated at end of the month and will be paid out on the last day of the following month. Basis Points Bonus: The bonus is conditioned upon and to the degree that your branch has a cumu!ative positive surplus. The Surplus Bonus will be calculated at the end of the calendar quarter and wil! be paid out on the last day of the following month. Surplus Pro£~inBask Points i qua~er~ Bonusin Basis Points 45 -59 [ S 60 - 74 [ 7 90- !0~ ~ i05- ii~ i 2o !20 - 134 [ 25 Personal Production Commission S~:h~Jule: , in House Closings: Tiers based o:; 9rodu~ior~ .~o: Loans Closed or: Programs Offered b’! OAK or Ioans brokered for price. ¯ Compensation Plan: Medalist t000 ¯ Brokered Loan Closings: ¯ All loans brokered t=or programs will be paid a fiat percentage at: SO Bps ¯ Special Instructions: For jumbo loans, the Austin branch has chosen for no commission caos to apply. The secondary department will set up the Medalist 1000 plan to reflect this decision Employee Signature Printed Name Date OAK MORTGAGE ET AL 4.21.15 D-1-GN-15-785 000759 Addendum C: Michael Nasserfar $65,000 Oak Marketing Platform Signing Bonus The Marketing bonus wilt be focused on allowing you to have top tier, best in class marketing campaign for the Austin district and will be tracked on a receipt basis. The key deliverables associated with the OMP are: Video (~;13,000) 1. HD Documentary Style Video Shoot 2. Social Media Push 3. Reach 10,O00 Prospective Realtors, Buyers, Title Companies, and Financial Planners Public Relations & Publications ($5,000} Social Media & Website Automation ($10,000) 1. Content Calendar 2. Push content for 3 months 3. Free access to Content Calendar 4. 5500 a month for first 6 months to promote yourself. Realtor Presentation ($2,000) 1. Ho~d 5 focus groups (With Rea~tor G;fts~ 2. Free access ~:o c,ustomizeg presentation 3. Free access [o aigi~.ai preser,~.a~.io.q CMO Strategy Session ($30,O00} 1. Bi-weeMy sessions to work on strategy, messaging, and to review of progress towards goa~s. ~. Customized marketing alan for 20!5 Oak for the oppressed Trip !. OFTO Marketing Brochure for every dosin~ in 20i5 2. OFTO video 3. Go on OFTO trip (All expenses paid) We can use that video footage, pictures etc. in presentations, promo videos etc. OAK MORTGAGE ET AL 4.21. ! 5 D-1-GN-15-785 000760 ACCEPTED 03-15-00416-CV 7413240 THIRD COURT OF APPEALS AUSTIN, TEXAS 10/16/2015 2:04:38 PM JEFFREY D. 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NVO £#"PO00 £8L-gI.-N©-I.-CI £!." 1.~’1~ qV I~ BgVg!~lOl,~ ),lVO 62#000 ggL-£ I,-N©-I,-CI 91," 1.~’2 "IV 1 13 PLAINTIFF'S EXHIBIT NO. 34 25 Micahael Task 9550 Savannah Ridge Dr. #32 Austin, TX 78726 May 5, 2015 DELIVERY VIA FEDERAL EXPRESS OVERNIGHT DELIVERY Ali Hedayatifar, Esq. General Counsel TENURA HOLDINGS, INC. 8300 N. Mopac Expressway, Suite 220 Austin, Texas 78759 Dear Mr. Hedayatifar: I have diligently searched for any and all originals and duplicates of any and all paper records and paper documents, if any, regarding my prior employment with AmeriPro Funding, Ine. Enclosed are all duplicates, if any, and any and all originals of any and all paper records and paper documents, if any, regarding my prior employment with AmeriPro Funding, Inc. With this delivery, I no longer have in my possession any paper records or paper documents (either originals or duplieates) of any nature or kind regarding my prior empIoyment with AmeriPro Funding, Inc. Thank you. Michael Task OAK MORTGAGE ET AL 5.9.15 D-GN-15-785 000912 Order Form Sender’s Copy Must be processed at a FedEx shipping counter, No Signature Requir~ ,-....~ire~ Signater= ~ Indirect Signature 5 FedEx Home Deliver" Cnnveninnt Delive~ Options FedEx EveninD FedE~ppoin~e~ [..-~ Fe~ Dam Ceffain .J Home Del~e~ ~ Home Oel~a~ ~ Home Delive~ 6 Payment I-I ~r:~:~. 11 ~ci~ent [J ~irdPa~ ~ Cr~Card ~] CasWCheck go Information dentiel OeEvary Address ~nresidanrJa! |Busineasl Oelfvery Address OAK MORTGAGE ET AL 5.9.15 D-GN-15-785 000913 May 6,2015 Dear Customer: The following is the proof-of-delivery for tracking number 780609089417. Delivery Information: 8tatLs: Delivered Austin, TX Signed for by: MTURNEY May 6, 2015 09:22 Service type: FedEx Ground Special Handling: Direct Signature Required Signature image is available. In order to view image and detailed information, the shipper or payor account number of the shipment must be provided. Shipping Information: Tracidng number: 780609089417 Ship date: May 5, 2015 Weight: 16.3 Ibs/7.4 kg Recipient: Shipper: AUSTIN, TX US AUSTIN, TX US Thank you for choosing FedEx. OAK MORTGAGE ET AL 5.9.15 D-GN-15-785 000914 Track your package or shipment with FedEx Tracking Page 1 of l =~,... Shtp ~ Track ~i Manage ~ . Learn ,- ~ FedEx Office Login Tues 5/05/2015 Wed 510612015 9:22 am ,~,us~~. TX US ~,U’,~T~. rx us Delivered Travel History ,~ Date/Time Activity 5/06/2015 - Wednesday 9:22 arn Delivered 5:10 am On FedEx vehfl:le for delivery 5:00 am At local FedEx facility 5/05/2015 - Tuesday 6:!5 pm P~cked up 5:00 pm In FedEx possession 5:00 pm Shipment irffcwmat~on ser~ to FedEx Shipment Facts Tracking Service FedE× Ground 780609089417 number Signature Weight Direct signature required !6 3 lbs 1 7.39 kgs services Total pieces 1 Packaging F~ackage Special handling Direct Sig~]ature Required section Follow FedEx New Cuslomet Center Sinai; Bus~,qess Center FedEx SameDay FedEx Ground Ser-,,~ce Gdide FedE× Home Delivery ~’edE× Office Cus!omer Su#po8 Company Information Packaging Servir.,es FedE× Trade Networks AbOUt FedEx An~llary Clearance Se~ces FedEx Supp~yCl~ai~ Careers Investor Reiatior~,~ FedEx Compatible FedEx .~.h=p Mar~age~ Software G~oba! Home I S e Map j fedex cam Terms of LJ~e OAK MORTGAGE ET AL 5.9.15 D-GN-15-785 000915 https://\~w.£edex.com/apps/£ede×tracW?actJon=track&tracknumbers=7806090894 ~ 7&locale=en_U S&cntry_code=us 5/6/2015 t’ lT Office. Austin, TX 78746 Location: MMRKE Device ID: MMRKE-POSI Emp}oyee: 2254843 Transaction: 850127206801 780609089417 16,30 lb 17,49 Direct Signature Scheduled Delivery Date is I business days Shipment subtotal: 17,49 Total i~: 17.49 (V) CredftCard: 17.49 Weight entered eBnually Weight read from Taxable Itet Subject to additional charges. $~@ FedEx Service 6ulda at fedex,com for deteils, Rll =erchandise sales final. Visit us at: fedex.com Or call !.800.QoFedEx 1.800,463.3339 May 5, 2015 4:56:53PM ~.~÷÷s~s.~- ¯ WE LISTEN ~~ Tell us how we’re doing & recelve a discount on your next order! f~lex,co~/welistmor 800-398-0242 Redemption Code: OAK MORTGAGE ET AL 5.9.15 D-GN-15-785 000916 1 13 COURT'S EXHIBIT NO. 1 25 Case Clip(s) Detailed Report Saturday; May 09,2015,4:58:42 PM Oak Mortgage vs Ameripro & Grant, Tom (Vol. 01) - (15/04/2015 1 CLIP (RUNNING 00:23:42.721) TOM GRANT, TG-0504-0000516 20 SEGMENTS (RUNNING 00:23:42.721) 1 1. PAGE 5:16 TO 5:24 (RUNNING 00:00:05.772) 17 having been first duly sworn, testified as follows: 19 BY MR. BUNDREN: 20 Q Good afternoon. 21 A Good afternoon. 22 Q Would you state your name for the record, 23 please. 24 A Charles Thomas Grant, Jr. 2. PAGE 7:04 T011:01 (RUNNING 00:05:29.169) 04 Q All right. Would you just kind of briefly 05 give me a background on your — kind of your — your 06 educational background, just real briefly, but — you 07 know, what you've done and where you grew up? 08 A Raised in Houston, Texas, graduated from the 09 University of Houston, did some — part of my MBA at — 10 Weatherhead School of Management at Case Western in — 11 in Cleveland, Ohio. 12 Started in home building — I think it 13 was 1997 with Kimball Hill Homes in — in Houston, 14 Texas. No, that was '95. Excuse me. Transferred to 15 Cleveland, Ohio in 1997, started Avision there. I was 16 in Cleveland till 2004. Transferred to Austin, Texas in 17 2004, been here ever since. 18 Q And have you been a home builder in the 19 Austin, Texas area since 2004? 20 A Yes, sir. 21 Q Okay. Have you operated with different names? 22 A Kimball Hill Homes, Meritage Homes, and then 23 this — our company, my company, Centerra Homes. 24 Q When did you first meet Michael Nasserfar, my 25 client? 00008:01 A When I was hired by Meritage Homes. I think 02 it was February — around February 14th, 2007, I 03 believe. 2007. 04 Q How did you meet Mr. Nasserfar? 05 A He was — we had a joint venture mortgage 06 company, and they officed out of our building over — 07 off of 183 and Mopac. And Michael's was part of the 08 joint venture with First Continental and Meritage Homes, 09 He was one of three loan officers that we had there. 10 Q It's part of a joint venture? 11 A Uh-huh. 12 Q Is that correct? 13 A Yes. 14 Q Okay. You were working with Meritage Homes at 15 the time? 16 A Correct. „ EXHIBIT 17 Q And Michael was working with First 18 Continental? 19 A Correct. 20 Q And First Continental is a lending company 21 that does residential mortgages? CL. S^OHT CONFIDENTIAL pagel Case Clip(s) Detailed Report Saturday, May 09,2015,4:58:42 PM Oak Mortgage vs Ameripro 22 A Correct. 23 Q And he was a loan officer; is that right? 24 A Correct. 25 Q And was Mr. Nasserfar acting as a loan officer 00009:01 for borrowers that were seeking to purchase a Meritage 02 home? 03 A No, I mean — well, I mean, we would sell the 04 home. Then we would refer to the mortgage company. 05 Sometimes we'd have them look at them before we — you 06 know, it depended. 07 Like, if you had an entry-level buyer, a 08 lot of times, you'd want to look at the — at their 09 credit worthiness before you went through all the 10 trouble of writing the contract. But for the most part, 11 we were a first-time, move-up and luxury builder. And 12 so the majority of our — our contracts were written and 13 then referred to the mortgage company. 14 Q Was Mr. Nasserfar the loan officer who 15 assisted the borrowers with their mortgage? 16 A Correct. 17 Q And they were going to purchase the home from 18 Meritage? 19 A Correct. 20 Q And you worked at Meritage? 21 A Correct. 22 Q Okay. How long did that relationship, as you 23 just described, how long did that go on? 24 A It was almost two years. I think I left in 25 November 4th, 2009. 00010:01 Q Did you stay in contact with Mr. Nasserfar? 02 A Yes. 03 Q Okay. And when you — you say you left. Is 04 that when you left Meritage? 05 A Meritage did a consolidation between Austin 06 and San Antonio, and I was not retained in that 07 consolidation. 08 Q And where did you go after Meritage — after 09 you left there? 10 A I started my own company the next day, 11 basically. There — there wasn't — you know, 2009, it 12 was a — the worst part of the market here. There 13 wasn't any cover. There was nowhere to go, so, you 14 know, I mean, I could sit around and wait for the market 15 to recover or go do something. So my partner and I 16 decided — decided we'd start our home building company. 17 Q And what was the name of that company? 18 A Centerra Homes of Texas, LLC. 19 Q Okay. And what is your position with the 20 company? 21 A You know, there's two of us, so I'm manager, 22 I'm president and principal. You know, whatever. Kind 23 of wear all the hats. Call me whatever you want. 24 Q Has Mr. Nasserfar worked with Centerra Homes 25 doing the same thing he was doing when you were at 00011:01 Meritage? 3. PAGE 11:05 T014:11 (RUNNING 00:04:15.037) 05 A Yes. 06 Q Okay. Describe what Mr. Nasserfar did with 07 Centerra Homes. 08 A So we were with — when I — when I started 09 Centerra, we started looking at lender relationships. 10 Michael was still with First Continental, but Michael 11 was handling the Guillen [phonetic] book of business. 12 And Wendy Hardle [phonetic] who was 13 another loan officer at Meritage Homes was handling CONFIDENTIAL page 2 Case Clip(s) Detailed Report Saturday, May 09,2015,4:58:42 PM Oak Mortgage vs Ameripro 14 Scott Felder and Roan King, who was the third loan 15 officer with the joint venture, the Meritage/First 16 Continental joint venture, was still at First 17 Continental, but he didn't have, you know, a builder to 18 work with on the new — on new residential construction. 19 So we started to work with Roan King at 20 that time. And as things progressed, you know, and the 21 lending environment started to change, CFB — CFPB 22 became involved. Things were changing. First 23 Continental just struggled, and Roan struggled. 24 So when Michael went to AmeriPro, we met 25 with Chad Overhauser and Michael on a couple of 00012:01 occasions, really looked at that deal hard, because, you 02 know, we were having issues where we were and didn't 03 want to — those to continue, and ultimately made the 04 decision to go with AmeriPro and Michael. 05 Q You know Michael before he went to work at 06 AmeriPro? 07 A Yes. 08 Q And you knew him as a loan officer? 09 A Yes. 10 Q What did you think of his abilities, in your 11 experience with him, while he was at First Continental? 12 A He was the best that I had dealt with, the 13 most predictable. 14 Q And so you started to have some problems with 15 First Continental when you formed your own company, 16 correct? 17 A Correct. 18 Q So did you approach — did you know Chad 19 Overhauser before you met with him and Michael 20 Nasserfar? 21 A No, no. I only knew Michael. 22 Q Okay. And did you go to AmeriPro because of 23 Michael? 24 A Yes. 25 Q Did you have a meeting with them? 00013:01 A Yes. 02 Q Okay. And what — what was the substance of 03 your discussions with AmeriPro at that time? 04 A Well, I think, one, we wanted to know — you 05 know, our business is — is — with the lender is — 06 really boils down to two components. There's a contract 07 to start, period. We're — we work on a to-be-built 08 model. 09 So what that means is, we don't start a 10 lot of inventory homes, spec homes. We sell 11 build-to-order. And so we like to start them as quickly 12 as we can, especially the way the market's been the last 13 few years where it's been heating up because you have a 14 cost-increasing environment. 15 So you try to get that contract-to-start 16 cycle really tight. We will not start the home till we 17 know the buyer is credit-worthy. So we try hard to get 18 a quick turn on the front end and — and — and get a 19 look at the customer and get some level of commitment 20 from the lender. 21 And then we have the completion-to-close 22 cycle, which is, once the home's complete, we want it to 23 close as quickly as possible so that it funds. That's 24 the only time we get paid. And Michael has always been 25 exceptional at managing those two cycles. 00014:01 Q Did you know anybody at AmeriPro prior to the 02 time that you met with Mr. Overhauser and Michael 03 Nasserfar? 04 A No. I have to be honest. I wasn't even CONFIDENTIAL page3 Case Clip(s) Detailed Report Saturday, May 09,2015,4:58:42 PM Oak Mortgage vs Ameripro 05 aware, really, of AmeriPro till Michael brought it — 06 you know, till Michael talked to us about, you know, 07 doing business there. 08 Q And the business that he talked to you about 09 doing at AmeriPro, was that the same kind of business 10 that he was doing for you when you were at Meritage? 11 A Yeah. 4. PAGE 14:13 T014:17 (RUNNING 00:00:08.113) 13 A Yes. 14 Q (By Mr. Bundren) Was there any difference in 15 the — what he did at Meritage versus what he was doing 16 at AmeriPro? 17 A Not that I could see. 19 Q (By Mr. Bundren) Was he a loan officer at — 20 when you were at Meritage? 21 A Yes. 22 Q And was he a loan officer at AmeriPro? 23 A Yes. 24 Q And who was your primary contact at AmeriPro? 25 A Michael. 00015:01 Q And did he do the same thing for you at 02 AmeriPro that he had done for you when you were working 03 with Meritage? 04 A Yes. 07 Q (By Mr. Bundren) Has — has Centerra ever 08 been a borrower for AmeriPro? 09 A Have we ever borrowed from AmeriPro? 10 Q Yes, sir. 11 A No. 12 Q Do you — did you ever borrow money from 13 AmeriPro? 14 A No. 15 Q Okay. When Michael left — you know Michael 16 left AmeriPro? 17 A Yes. 18 Q Okay. How did you find out that he left 19 AmeriPro? 20 A Michael called on a Thursday or a Friday 21 night. I mean, I remember I was driving on 35. I think 22 it was in February. And it was the first that I had 23 heard any mention of, you know, the fact that he may 24 leave. And he alluded to the fact that he may leave. I 25 don't know how I formed an opinion, but I formed an 00016:01 opinion that that would probably happen in — over the 02 course of several months. 03 Then, the following Monday or Tuesday — 04 I can't remember what day it was — I get a call from 05 him saying that Friday would be his last day at 06 AmeriPro. That surprised me. 07 Q Did he say anything else other than "Friday 08 will be my last day"? 09 A I don't recall the conversation. I think I 10 was, you know, mentally scrambling trying to figure out 11 what does this mean and how — you know, how is this 12 going to go? Because, you know, the loan officer, in my 13 opinion, is critical. 14 He — that's the person that manages that 15 part of the customer relationship. And that's the 16 part — they're the — they're the ones that make things 17 happen on the loan side to where the cycles become CONFIDENTIAL page 4 Case Clip(s) Detailed Report Saturday, May 09,2015,4:58:42 PM Oak Mortgage vs Ameripro 18 predictable. 19 And when they're not on their game, 20 things fall through the cracks, and it gets painful for 21 us. As an example, someone that doesn't close on time, 22 if they've got a moving truck or furniture being 23 delivered or appliances being delivered because they've 24 been told a certain date, and then they don't close, we 25 can't allow them to put contents into a house until 00017:01 they — until they close. It opens up exposure for us. 02 And so, you know, telling people no, 03 trying to reschedule, there's always a lot of drama. 04 It's already an unsettling time, and so, you know, 05 immediately I go to those two cycles that are so 06 important to me, contract-to-start and 07 completion-to-close. And if it's not handled well, it 08 causes heartburn with the customer, and it reflects on 09 us. 10 Q By "customer," you mean your buyer? 11 A My buyer. 12 Q Okay. Who's a borrower? 13 A Yeah. But, I mean, to me, it's my customer, 14 right? I refer them to the lender. Okay? But they're 15 mine. I sold them, I put them on contract. 16 Q Yeah. 17 A I'm going to build them the house. I need the 18 lender to make those two cycles go and predictably. 19 That's what I need. 20 Q While you worked with a Michael Nasserfar at 21 AmeriPro, how did the cycles work? 22 A He was really predictable. 23 Q What does that mean? 24 A Means things went as they should. They went 25 as — ultimately, someone has to set an expectation with 00018:01 the customer or the consumer, my customer — our 02 customer, I guess, because it's theirs as well. And 03 then you have to perform based on, you know, what you 04 tell people you're going to do. And if you say, "Your 05 house is going to close on this day," it needs to close. 06 And Michael makes that happen. 07 And I know that there are times when 08 there's last-minute issues that pop up. At that point, 09 communication's really key with both parties. Let us 10 know — actually multiple parties. Let us know, let the 11 title company know, and let the customer know. All 12 those have to know that things are changing, have to 13 overcommunicate. And he does a really good job with 14 that. 15 Q When — when Michael told you that he was 16 leaving AmeriPro, did he tell you where he was going to 17 go? 18 A No. 19 Q Did he solicit any business from you in that 20 call? 21 A No. 7. PAGE 18:23 T019:01 (RUNNING 00:00:11.729) 23 Q (By Mr. Bundren) And when he left, were there 24 borrowers of AmeriPro that were still there that were in 25 process of closing? 00019:01 A Yes. And I believe there still are. 8. PAGE 19:07 TO 22:03 (RUNNING 00:03:43.505) 07 Q And how has the process worked for your 08 customers since Mr. Nasserfar left AmeriPro? 09 A It's been — there's been a much higher level CONFIDENTIAL page5 Case Clip(s) Detailed Report Saturday, May 09,2015,4:58:42 PM Oak Mortgage vs Ameripro 10 of complaint. There have been loans that haven't n closed. There have been people who showed up at the 12 title company and — and no one knew they were coming. 13 They didn't close. 14 The level of complaint on customer 15 surveys has gone up. It's typical of any time there's 16 turnover in a — in a mortgage relationship. I mean, if 17 the loan officer leaves, or even if a processer leaves, 18 you generally feel it. And so the level of complaint 19 is — you know, has gone up significantly from when 20 Michael was there. 21 Q Do you know where Michael is today? 22 A Oak Mortgage. 23 Q And how did you find out that he's at Oak 24 Mortgage? 25 A He contacted us once he was over there. I 00020:01 don't — I don't recall the dates or all of that. I 02 just remember — you know, we met with — I didn't. My 03 partner met with Oak. I was out of town. 04 When I came back in town, I met with Chad 05 Overhauser and Eric Weiss. And there was one other guy 06 there. I can't remember his name. I have his business 07 card at the house. I met with those guys, and, you 08 know, we — we told both parties the same thing. "We're 09 going to have a competitive environment here. We have 10 to compete every day. We're going to refer every 11 contract to both parties." 12 Q What do you mean by "both parties"? 13 A Well, to Oak and to AmeriPro. "And we'll let 14 you guys, you know, compete. And it will be good for 15 the customers, should be good for everybody." 16 I mean, I have to compete every day. I 17 told them both I don't feel any — you know, any reason 18 not to have a competitive environment between both 19 parties. And that's what we did. 20 Q And what happened? 21 A Just over time, you know, I mean, like I said, 22 we've had loans not — I mean, it is highly unusual that 23 someone shows up at a title company and nobody knows 24 they're coming. I mean, I — I can count on one hand in 25 20-plus years of being in this business that that's 00021:01 happened. So that happened. That was a red flag. 02 There's been, you know, like I — 03 Q Who was the lender when that happened? 04 A AmeriPro. 05 There's been a high level of complaint. 06 You know, the customer surveys where people are saying 07 specific things, making comments specifically, and 08 rating AmeriPro very low. 09 So we do a 1 to 5 scale, and then we 10 allow comments at the bottom. Been several times where 11 they've scored the lowest possible number on the survey, 12 which was unusual. 13 And then, you know, made specific 14 comments about the lender's performance, specifically 15 about the turnover and the different people that they 16 would speak to each time. That was a — you know, kind 17 of a prevalent thing. "Every time I talk to somebody, 18 it's a different person and I get a different answer or 19 a different day or different information." 20 And so that was the feedback that we were 21 receiving from our customers. 22 Q And what you just described, was that feedback 23 about Oak Mortgage or AmeriPro? 24 A AmeriPro. I haven't had any of that feedback 25 yet on Michael's deals. I don't know how many of them CONFIDENTIAL page 6 Case Ciip(s) Detailed Report Saturday, May 09,2015,4:58:42 PM Oak Mortgage vs Ameripro 00022:01 have closed, though, to be honest with you. 02 Q And that's since Mr. Nasserfar left AmeriPro? 03 A Correct. 24 Q I'm going to back up for a second to when you 25 first started talking with AmeriPro. I'm backing up on 00023:01 you a little bit. 02 To be clear, did you even know who they 03 were except for Michael Nasserfar? 04 A No. 06 A No. I didn't know anything about them. 07 Q (By Mr. Bundren) Okay. If Michael Nasserfar 08 had not been there, would you have went to AmeriPro and 09 had a discussion with him? 10 A No. 12 Q (By Mr. Bundren) So what was the incentive or 13 who was the incentive for you to go to AmeriPro to begin 14 with? 15 A Michael. There was a relationship there. 16 There was a history. My whole team — the whole home 17 building team that I have has been assembled trying to 18 get the very best people that I've worked with in the 19 past. 20 And I've tried really hard. And you can 21 ask people around town; you can talk to the people that 22 work at our company. We've all, for the most part, 23 worked together in a prior life. And so I've kind of 24 cherry-picked the very best people intentionally. 25 And that was what we were trying to do 00024:01 with the relationship with Michael, was just get 02 somebody who was predictable and would handle their part 03 of the business. 04 Q Today, do you — does your company today, 05 Mr. Grant, provide any products or services to AmeriPro? 06 A No. I mean, we're working through the backlog 07 that we have. We don't provide any services there. 12. PAGE 25:11 TO 25:13 (RUNNING 00:00:05.615) 11 Has Centerra ever paid AmeriPro any money 12 for products or services? 13 A No. 13. PAGE 25:15 TO 25:17 (RUNNING 00:00:04.970) 15 Q (By Mr. Bundren) Do you have any intention in 16 the future to pay AmeriPro for any products or services? 17 A No. 14. PAGE 25:19 TO 27:08 (RUNNING00:01:37.362) 19 Q (By Mr. Bundren) Do you have any today — any 20 contract with AmeriPro? 21 A No. 22 Q Do you intend in the future to have any 23 contract with AmeriPro? 24 A No. 25 Q We talked a little bit about your company's 00026:01 public presence. Does your company, Centerra, have a 02 website? 03 A Yes. CONFIDENTIAL page7 Case Clip(s) Detailed Report Saturday, May 09,2015,4:58:42 PM Oak Mortgage vs Ameripro 04 Q And that's available to anybody to go to? 05 A Sure. 06 Q It's not password-protected? 07 A Nope. 08 Q Okay. Anybody can go to the website if they 09 choose to? 10 A Yes. 11 Q And by going to the website, can they obtain 12 information about your company? 13 A Yes. 14 Q Can they obtain contact information? 15 A Yes. 16 Q Can they obtain your address, phone number, 17 and e-mail? 18 A Yes. 19 Q And if someone wanted to find out about 20 Centerra, would that be a good — that website be a good 21 place to go? 22 A Yes. 23 Q Do you maintain public offices? 24 A Well, models, yes. 25 Q Okay. Inside of those models, is there 00027 01 information about Centerra Homes? 02 A Yes. 03 Q And is there information about who to contact 04 at Centerra Homes? 05 A Yes. 06 Q Okay. Would it be difficult for someone on 07 the web or in the public arena to find out about 08 Centerra Homes if they chose to? 15. PAGE 27:11 TO 27:11 (RUNNING 00:00:01.869) 11 I don't — I don't think so. 16. PAGE 27:15 TO 28:07 (RUNNING 00:01:00.643) 15 Q Okay. You just have model homes; is that 16 correct? 17 A Yes. 18 Q Do you have advertising materials that you use 19 in the public arena? 20 A Yes. 21 Q Okay. Do you run radio ads? 22 A We're a party to radio ads. We don't run 23 them. We build in a lot of master-plan communities, and 24 we have — as part of those agreements, we fund a 25 marketing budget that comes out of each lot purchase. 00028:01 Could be anywhere from 1,000 to $2,000 a lot. 02 And so there are times when, you know, 03 there's different types of media that you utilize and 04 we're included in, you know. And radio's one of them. 05 TV at times. Billboards, "Statesman", and in various, 06 you know, banner and display ads on Zillow, Trulia, 07 whatever. You know, different sites. 17. PAGE 28:24 TO 28:25 (RUNNING 00:00:06.722) 24 Q Do you consider Centerra or any of its contact 25 information to be a trade secret of AmeriPro? 18. PAGE 29:03 TO 29:06 (RUNNING 00:00:09.267) 03 A No. 04 Q (By Mr. Bundren) Has anyone at AmeriPro ever 05 told you that you and your company is a trade secret of 06 AmeriPro? CONFIDENTIAL page 8 Case Clip(s) Detailed Report Saturday, May 09,2015,4:58:42 PM Oak Mortgage vs Ameripro 08 A No. 23 Q Do you think it would be any secret that 24 AmeriPro has funded home loans to some of your buyers? 25 A No. TOTAL: 1 CLIP FROM 1 DEPOSITION (RUNNING 00:23:42.721) CONFIDENTIAL page 9I. Position
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Oak Mortgage Group, Inc. Michael H. Nasserfar Michael E. Task And Tycord R. Gosnay v. Ameripro Funding, Inc. (Oak Mortgage Group, Inc. Michael H. Nasserfar Michael E. Task And Tycord R. Gosnay v. Ameripro Funding, Inc.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.