FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF _______________________________, LLC This First Amendment (First Amendment) to the
Limited Liability Company Agreement (the Agreement) of ________________________, a ______________ limited liability company (the Company), is effective as of this ____ day of _____________, 2012, and is entered into by and between ____________________________ (Assignor), and _________________________________ (Assignee). WHEREAS, Assignor is the sole Member of the Company. WHEREAS, Assignor desires to assign all of its membership interest in the Company to Assignee pursuant to the Agreement and the Assignment of Membership Interest attached hereto as Exhibit A (the Assignment). WHEREAS, the parties hereto desire to amend the Agreement and admit Assignee as the Member of the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Assignor hereby assigns all of its rights, title and interest in the Company to Assignee and Assignor withdraws as the Member of the Company. 2. Assignee hereby assume all of Assignors rights, title and interest in the Company and are admitted to the Company as the Member. All references to Member in the Agreement shall mean _______________________________________. 3. As amended hereby, the Agreement shall continue in full force and effect.
4. This First Amendment may be executed in counterparts, each of which, taken together, shall constitute one fully executed original. 5. This First Amendment shall be construed and enforced in accordance with the internal laws of the State of _______________________ without regard to conflict of law rules. 6. Each and all of the covenants and conditions of this First Amendment shall inure to the benefit of and shall be binding upon the successor-in-interest, assigns and representatives of the parties hereto. 1
IN WITNESS WHEREOF, this First Amendment is effective as of the date first set forth above. ASSIGNOR:
____________________________________
ASSIGNEE:
____________________________________
EXHIBIT A ASSIGNMENT OF MEMBERSHIP INTEREST This Assignment of Membership Interest (Assignment), effective as of this ___ day of ______________________, 20__ (Effective Date) is made and entered into by and between ______________________________________ (Assignor), and _______________________________ (Assignee). WHEREAS, Assignor is the Member of ________________________, a __________________- limited liability company (the Company). WHEREAS, Assignor desires to assign its membership interest in the Company to Assignee pursuant to the Limited Liability Company Agreement of the Company. NOW, THEREFORE, in consideration of the foregoing, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, Member agree as follows: 1. Assignor hereby transfers and assigns all of its membership interest in the Company to Assignee. 2. Company. Assignee hereby accept all of Assignors membership interest in the
3. This Assignment shall be construed and enforced in accordance with the internal laws of the State of ___________________________ without regard to conflict of law rules. 4. Each and all of the covenants and conditions of this Assignment shall inure to the benefit of and shall be binding upon, the successors-in-interest, assigns and representatives of the parties hereto.
[Signatures on Next Page]
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first written above. ASSIGNOR:
____________________________________
ASSIGNEE:
____________________________________
