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Maple X, Inc. – ‘S-11/A’ on 7/5/22 – ‘EX-10.11’

On:  Tuesday, 7/5/22, at 1:40pm ET   ·   Accession #:  1213900-22-37097   ·   File #:  333-264195

Previous ‘S-11’:  ‘S-11’ on 4/8/22   ·   Next:  ‘S-11/A’ on 2/1/23   ·   Latest:  ‘S-11/A’ on 8/24/23   ·   3 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/05/22  Maple X, Inc.                     S-11/A                79:13M                                    EdgarAgents LLC/FA

Pre-Effective Amendment to Registration Statement by a Real Estate Company   —   Form S-11

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-11/A      Amendment No. 1 to Form S-11                        HTML   1.17M 
 7: EX-10.10    First Amendment to Hockley Agreement of Purchase    HTML     28K 
                and Sale, Dated February 2, 2022                                 
 8: EX-10.11    Second Amendment to Hockley Agreement of Purchase   HTML     27K 
                and Sale, Dated March 1, 2022                                    
 9: EX-10.12    Waller Agreement of Purchase and Sale, Dated May    HTML    105K 
                3, 2022                                                          
10: EX-10.13    First Amendment to Waller Agreement of Purchase     HTML     27K 
                and Sale, Dated June 4, 2022                                     
 2: EX-10.5     Form of Subscription Agreement                      HTML     40K 
 3: EX-10.6     Beasley Agreement of Purchase and Sale, Dated       HTML    105K 
                February 25, 2022                                                
 4: EX-10.7     Brookshire Agreement of Purchase and Sale, Dated    HTML     29K 
                January 12, 2022                                                 
 5: EX-10.8     First Amendment to Brookshire Agreement of          HTML     28K 
                Purchase and Sale, Dated May 13, 2022                            
 6: EX-10.9     Hockley Agreement of Purchase and Sale, Dated       HTML    101K 
                September 2, 2021                                                
11: EX-23.2     Consent of Bdo Ziv Haft - Maple X, Inc              HTML     22K 
12: EX-23.3     Consent of Bdo Ziv Haft - Maple Heights Gp, LLC     HTML     22K 
18: R1          Document And Entity Information                     HTML     39K 
19: R2          Consolidated Balance Sheet                          HTML    108K 
20: R3          Consolidated Statement of Operations                HTML     46K 
21: R4          Consolidated Statement of Equity                    HTML     47K 
22: R5          Consolidated Statement of Cash Flows                HTML     69K 
23: R6          General                                             HTML     37K 
24: R7          Summary of Significant Accounting Policies          HTML     57K 
25: R8          Restricted Cash                                     HTML     26K 
26: R9          Land Inventories                                    HTML     44K 
27: R10         Real Estate Properties                              HTML     52K 
28: R11         Mortgages and Other Loans                           HTML     55K 
29: R12         Loan from Related Parties                           HTML     62K 
30: R13         Taxes on Income                                     HTML     37K 
31: R14         Related Parties                                     HTML     30K 
32: R15         Segments of Operations                              HTML     47K 
33: R16         Subsequent Events                                   HTML     56K 
34: R17         Unaudited Pro Forma Condensed Combined Balance      HTML     63K 
                Sheet                                                            
35: R18         Unaudited Pro Forma Condensed Combined Statement    HTML     41K 
                of Operations                                                    
36: R19         Description of Transaction and Basis of             HTML     42K 
                Presentation                                                     
37: R20         Pro Forma Adjustments                               HTML     25K 
38: R21         Accounting Policies, by Policy (Policies)           HTML     91K 
39: R22         Land Inventories (Tables)                           HTML     39K 
40: R23         Real Estate Properties (Tables)                     HTML     45K 
41: R24         Mortgages and Other Loans (Tables)                  HTML     46K 
42: R25         Loan from Related Parties (Tables)                  HTML     62K 
43: R26         Taxes on Income (Tables)                            HTML     34K 
44: R27         Related Parties (Tables)                            HTML     28K 
45: R28         Segments of Operations (Tables)                     HTML     42K 
46: R29         Subsequent Events (Tables)                          HTML     46K 
47: R30         Description of Transaction and Basis of             HTML     42K 
                Presentation (Tables)                                            
48: R31         General (Details)                                   HTML     25K 
49: R32         Summary of Significant Accounting Policies          HTML     25K 
                (Details)                                                        
50: R33         Land Inventories (Details)                          HTML     42K 
51: R34         Land Inventories (Details) - Schedule of detailed   HTML     53K 
                information about the land Inventories                           
52: R35         Real Estate Properties (Details)                    HTML     34K 
53: R36         Real Estate Properties (Details) - Schedule of      HTML     64K 
                detailed information about the real estate                       
                investments                                                      
54: R37         Mortgages and Other Loans (Details)                 HTML     32K 
55: R38         Mortgages and Other Loans (Details) - Schedule of   HTML     53K 
                the outstanding loans carried out by the company                 
                and its subsidiaries from banks                                  
56: R39         Loan from Related Parties (Details)                 HTML     25K 
57: R40         Loan from Related Parties (Details) - Schedule of   HTML     73K 
                outstanding loans                                                
58: R41         Loan from Related Parties (Details) - Schedule of   HTML     27K 
                loan agreements                                                  
59: R42         Taxes on Income (Details)                           HTML     27K 
60: R43         Taxes on Income (Details) - Schedule of federal     HTML     33K 
                tax rate and tax expense                                         
61: R44         Taxes on Income (Details) - Schedule of deferred    HTML     29K 
                income taxes assets                                              
62: R45         Related Parties (Details) - Schedule of balances    HTML     28K 
                with related parties                                             
63: R46         Segments of Operations (Details)                    HTML     25K 
64: R47         Segments of Operations (Details) - Schedule of      HTML     81K 
                focuses on two fields of activity, land inventory                
                development for master planned communities and                   
                real estate investment                                           
65: R48         Subsequent Events (Details)                         HTML     47K 
66: R49         Subsequent Events (Details) - Schedule of           HTML     36K 
                agreements the chief executive officer and the                   
                chief financial officer                                          
67: R50         Subsequent Events (Details) - Schedule of           HTML     38K 
                financial liabilities under certain loan                         
                agreements                                                       
68: R51         Subsequent Events (Details) - Schedule of five      HTML     44K 
                additional plots                                                 
69: R52         Unaudited Pro Forma Condensed Combined Balance      HTML    145K 
                Sheet (Details) - Schedule of unaudited pro forma                
                condensed combined balance sheet                                 
70: R53         Unaudited Pro Forma Condensed Combined Statement    HTML     86K 
                of Operations (Details) - Schedule of Unaudited                  
                Pro Forma Condensed Combined Statement of                        
                Operations                                                       
71: R54         Description of Transaction and Basis of             HTML     37K 
                Presentation (Details)                                           
72: R55         Description of Transaction and Basis of             HTML     39K 
                Presentation (Details) - Schedule of land                        
                Inventory                                                        
73: R56         Description of Transaction and Basis of             HTML     33K 
                Presentation (Details) - Schedule of outstanding                 
                loans obtained by Maple Heights from banks                       
74: R57         Description of Transaction and Basis of             HTML     33K 
                Presentation (Details) - Schedule of loan                        
                agreements                                                       
77: XML         IDEA XML File -- Filing Summary                      XML    137K 
75: XML         XBRL Instance -- ea162350-s11a1_maplexinc_htm        XML    933K 
76: EXCEL       IDEA Workbook of Financial Reports                  XLSX     84K 
14: EX-101.CAL  XBRL Calculations -- mapl-20211231_cal               XML     71K 
15: EX-101.DEF  XBRL Definitions -- mapl-20211231_def                XML    522K 
16: EX-101.LAB  XBRL Labels -- mapl-20211231_lab                     XML    984K 
17: EX-101.PRE  XBRL Presentations -- mapl-20211231_pre              XML    509K 
13: EX-101.SCH  XBRL Schema -- mapl-20211231                         XSD    214K 
78: JSON        XBRL Instance as JSON Data -- MetaLinks              259±   342K 
79: ZIP         XBRL Zipped Folder -- 0001213900-22-037097-xbrl      Zip    634K 


‘EX-10.11’   —   Second Amendment to Hockley Agreement of Purchase and Sale, Dated March 1, 2022


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 10.11

 

SECOND AMENDMENT TO PURCHASE AND SALE AGREEENT

(Hockley 122 acres)

 

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this“Amendment”) is entered into effective as of March 1, 2022 (the Effective Date”), by and between, JOE C. SMITH (“Seller”) and MAPLE DEVELOPMENT GROUP, LLC, a Texas limited liability company (“Purchaser”).

 

RECITALS

 

A. Seller and Purchaser are parties to that certain Sale and Purchase Agreement dated effective September 3, 2021, for the purchase and sale of approximately 122 acres in Waller County, Texas as amended by First Amendment to the Agreement of Purchase and Sale dated February 2, 2022 (collectively the “Agreement”); and

 

B., Purchaser and Seller desire to modify the Agreement, and the parties have agreed to execute this Amendment to reflect such modification to the Agreement.

 

NOW, FOR AND IN CONSIDERATION of the covenants, agreements and premises herein set forth, Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby expressly acknowledged by the parties hereto, the parties hereto intending to be legally bound hereby, do covenant and agree as follows:

 

1. Inspection Period. The Review Period is hereby extended to 11:59 p.m. on March 17, 2022.

 

2. Closing Date. The Closing Date shall be April 4, 2022

 

3. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated herein by reference as if set forth fully herein.

 

4. Capitalized Terms. All capitalized terms that are not otherwise defined herein shall be defined as set forth in the Agreement.

 

5. Effect of Amendment. Except as modified in this Amendment, there are no changes to the Agreement, and the Agreement as herein modified remains in full force and effect as of the date hereof and is hereby ratified by the parties in all respects. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of either party for any default under the Agreement, nor constitute a waiver of any provision of the Agreement. In the event of a conflict between the Agreement and this Amendment, the terms of this Amendment shall control.

 

6. Multiple Counterparts. This Amendment may be executed by the parties hereto individually or in combination or in one or more counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument. Signatures given by facsimile or portable document format shall be binding and effective to the same extent as original signatures.

 

[SIGNATURES ON FOLLOWING PAGE]

 

 C: 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.

 

SELLER:   PURCHASER:
     
  MAPLE DEVELOPMENT GROUP, LLC
/s/ Joe C. Smith   a Texas limited liability company
Joe C. Smith    

 

  By: /s/ Itiel Kaplan
      Itiel Kaplan, Manager

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-11/A’ Filing    Date    Other Filings
Filed on:7/5/22None on these Dates
4/4/22
3/17/22
2/2/22
9/3/21
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/24/23  Maple X, Inc.                     S-11/A                69:9.6M                                   EdgarAgents LLC/FA
 2/01/23  Maple X, Inc.                     S-11/A                85:8.4M                                   EdgarAgents LLC/FA


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/08/22  Maple X, Inc.                     S-11                  63:5.5M                                   EdgarAgents LLC/FA
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Filing Submission 0001213900-22-037097   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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