This LLC Membership Agreement involves
Title: PURCHASE AND ASSIGNMENT OF MEMBERSHIP INTERESTS, ASSUMPTION OF OBLIGATIONS, AGREEMENT TO BE BOUND BY LIMITED LIABILITY COMPANY OPEARTING AGREEMENT
Industry: Consumer Financial Services Sector: Financial
PURCHASE AND ASSIGNMENT OF MEMBERSHIP INTERESTS, ASSUMPTION OF OBLIGATIONS, AGREEMENT TO BE BOUND BY LIMITED LIABILITY COMPANY OPEARTING AGREEMENT
THIS PURCHASE AND ASSIGNMENT OF MEMBERSHIP INTERESTS, ASSUMPTION OF OBLIGATIONS, AND AGREEMENT TO BE BOUND BY LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is made and entered into as of August 1, 2016, by and among Daniel Unsworth (the “Assignor”), Brawnstone Security CO, Inc., a Colorado Corporation (the “Assignee”), and Brawnstone Security, LLC (the “Company”).
A. The Assignor is the owner of 30% of the membership interests (the “Membership Interest”) in the Company, pursuant to the terms of that certain Limited Liability Company Operating Agreement of Brawnstone Security, LLC, dated as of July 17, 2014, (the “Operating Agreement”).
B. The Assignor previously conveyed 70% of his membership interest in the Company to the Assignee, as more specifically set forth in that certain Membership Interest Purchase Agreement dated July 21, 2014 by and among THE 420 DEVELOPMENT CORPORATION and its wholly-owned subsidiary Brawnstone Security CO, Inc. , DANIEL UNSWORTH and BRAWNSTONE SECURITY, LLC and the Operating Agreement.
C. Pursuant to the terms of the Operating Agreement, the Assignor has agreed to convey the remaining 30% of his membership interest in the Company to the Assignee, including, without limitation, all of such Assignor’s rights to receive distributions from the Company, all as more specifically set forth below and in the Operating Agreement.
D. The parties hereto desire to enter into this Agreement pursuant to which the Assignor will sell, assign and convey his remaining Membership Interests in the Company to the Assignee through which the Assignee will become the Sole Member of the Company, and the Assignor will cease to be a Member of the Company.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Purchase and Assignment of Membership Interest . The Assignor hereby sells, assigns, transfers and conveys to the Assignee all right, title and interest in and to the Membership Interest (the “Acquired Interest”), including, without limitation, all of the Assignor’s rights and obligations as a Member of the Company in the Acquired Interest.
2. Assumption of Obligations . The Assignee hereby accepts the assignment of the rights and interests described herein and hereby expressly assumes all liabilities and obligations pertaining to the Acquired Interest.
3. Agreement to be Bound by the Operating Agreement . The Assignee agrees to be bound by the terms of the Operating Agreement (as the same may be amended from time to time), and the Assignee hereby assumes all of the liabilities and obligations of the Assigned Interest under the terms of the Operating Agreement.
4. Payment by Assignee . In consideration of the assignment of the Membership Interest by the Assignor to the Assignee, the Assignor is hereby accepting payment of $10 as full and final satisfaction for assignment of the Membership Interest.
5. Representations, Warranties and Obligations of the Assignor . Daniel Unsworth hereby represents and warrants; and acknowledges his obligations to the Assignee as follows:
a. Daniel Unsworth has the full power and authority to enter into this Agreement.
b. The Assignor is the sole and lawful owner of the Membership Interest and has not pledged, assigned or otherwise granted any interest in his Membership Interest to any other party.
c. The Assignor will take all actions, executed\ any and all necessary documentation and do all such acts that ar