Draft email — Stuart Memory (Memory Memory & Causby) — 2026-05-09 escalation¶

Status: Draft. Review and send when ready. Drafted by Claude after Dive 7 + Dive 8 audit. Items source-tagged in context/document-audit-2026-05-09.md and context/tax-and-cap-table-audit-2026-05-09.md.

To: Stuart Memory ([email protected]) Cc: McKenna Meldrum ([email protected]), Daisy Buck ([email protected]) Subject: Five Points BHM Holdings — TX franchise forfeiture cure + AFR notes status

Stuart —

Two related items that need your attention. Both are surfacing from a thorough records audit I've been doing.

1. Five Points BHM Holdings, LLC — Texas franchise forfeiture¶

I see a Notice of Forfeiture on file from Texas Comptroller from approximately late 2025 / early 2026 on Five Points BHM Holdings, LLC (TX SOS file # 805751755, EIN 33-1603099). I don't see a confirmed cure / reinstatement in the file as of today.

This is the entity that owns the 1006 20th St S building in Birmingham, and we have an active LOI in flight (Larry & Rick / event-venue concept; brokered by Jay Halsey at eXp Realty; landlord-side broker Bill Clements at TRC) plus the renewed Berkshire commercial-property insurance ($7,575/yr effective 2026-05-02). I want to make sure the entity is in good standing to transact before any LOI converts to a lease.

Can you (a) confirm current status with the Texas Comptroller, (b) handle whatever cure / reinstatement is needed, and © loop Daisy Buck at Pearce on any back-franchise-tax payment so it lands cleanly on the 2025 return?

2. AFR-compliant promissory notes — parents → Austin (× 2)¶

When we last touched this in September 2025, you were looking for the formal AFR-compliant note documenting the Eugene + Jana → Austin → Five Points BHM transaction (the ServisFirst note buyout funded December 23, 2024 for $2,325,725).

Two updates since then:

(a) I haven't seen the original Five Points note surface. Where are we on that? If it doesn't exist, I'd rather we draft it now (with retroactive effectiveness language and a contemporaneous-style memo explaining the timing) than pretend the paperwork was always there.

(b) There's a parallel intrafamily transaction I want to make sure we paper analogously: a $350K parents → Austin transfer that hit the GK Brex 0593 account on July 23, 2025 ("JANA P RENFROE JOINT - FUND HOLDING CO" memo). Austin has confirmed Jana didn't loan into the GK directly, so the substance is parents → Austin personal → onward as part of the Mita financing flow. Same §7872 / 1099-INT treatment as the Five Points leg — needs its own AFR-compliant note.

If you think a single master note covering both legs (with itemized advances and dates) is cleaner than two notes, I'm open to that — your call on the right legal architecture.

Available this week if a call is faster.

Best, Austin