ASSIGNMENT OF PARTNERSHIP INTEREST AGREEMENT

ASSIGNMENT OF PARTNERSHIP INTEREST AGREEMENT

This Assignment of Partnership Interest Agreement (this “Agreement”) is made and entered into on, __________________   (the “Effective Date”), by and between Sanjay Kumar, an individual (hereinafter referred to as the “Assignor”),  and Synergy Consulting Groups, LLC (hereinafter referred to as the “Assignee”), and each of the above parties may be referred to in this Agreement as a “Party” or collectively as the “Parties.”

RECITALS: –

WHEREAS, the Assignor holds 40% of the partnership interests in the Partnership;

WHEREAS the Assignor desires to assign, and Assignee desires to acquire 40% of Assignor’s partnership interest in the Partnership; and

WHEREAS, the Partnership desires to consent to such assignment and acknowledges that all conditions to transfer the Partnership Interest have been fulfilled.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree as follows:

  1. Assignment of Partnership Interest. 

As from the Effective Date, subject to the terms and conditions set forth herein, the Assignor hereby sells, transfers, assigns, sets over, and delivers 40% of the Assignor’s 40% Partnership Interest in the Partnership (hereinafter referred to as the “Partnership Interest”) to the Assignee and its respective successors and assigns (the assignment of the Partnership Interest is hereby referred to as the “Assignment”).

  1. Consideration. 

In consideration of the Assignment, and the other covenants and agreements contained herein, Assignee shall pay to Assignor an aggregate amount equal to $11,524 in cash. The Assignor, by execution below, acknowledges the receipt of $3,841.33 out of the initially agreed $15,365.33.

  1. Consent. 

The parties in this agreement and the Partnership, by its execution below, hereby: 

  1. Consent to the Assignment and waives any and all rights, options, notices, restrictions, or other provisions, whether under the Partnership Agreement or otherwise that might prohibit, limit or otherwise restrict or impair the Assignment, as necessary to give the Assignment full legal effect;
  2. Acknowledge and agree that all of the conditions of the Partnership Agreement to the effectiveness of the Assignment have been satisfied;
  3. Acknowledge and agree that every other term and provision of the Partnership Agreement has either been complied with or waived with respect to the sale, transfer, and assignment of the Partnership Interest by Assignor to Assignee; and
  4. Acknowledge and agree that the Assignee shall be a Substitute Limited Partner under the Partnership Agreement.
  5. Title. 

The Assignor represents and warrants to the Assignee that the Assignor is the sole owner of and has good and marketable title to the Partnership Interest, free and clear of any taxes, liens, security interests, rights of third parties, equities, claims, demands, and encumbrances. The Assignor has the unqualified right to transfer and assign all of the Partnership Interest to the Assignee without notice to, or the consent or approval of, any other person or entity.

  1. Authority. 

Each Party to this Agreement represents and warrants to all other Parties that such Party has full power and authority to enter into this Agreement and to complete its undertakings herein and that such Party’s execution of this Agreement will not contravene or cause a breach of any covenant or obligation or agreement of, or affecting, such Party or the Partnership Interest.

  1. Binding Effect. 

This Agreement shall be binding upon and inure to the benefit of the successors, assigns, distributes, heirs, legal representatives, executors, and administrators of each of the Parties.

  1. Severability. 

Suppose any provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable. In that case, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those to which it is held invalid and unenforceable, shall not be affected thereby. Each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

  1. Counterparts. 

This Agreement may be executed in counterparts, each of which shall be deemed an original, and when each Party shall have executed one counterpart and delivered it to the other Parties, all the counterparts together shall constitute the same instrument, binding on, and enforceable against, each Party. Photocopies, facsimile transmissions, and other productions of this Agreement (with reproduced signatures) shall be deemed to be original counterparts.

  1. Governing Law. 

This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama applicable to agreements made and to be performed in such jurisdiction, without giving effect to any conflicts of laws principles thereof.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as effective as of the Effective Date.

__________________________________________         ________________________________

David Russell:                             Date:

__________________________________________         ________________________________

Sanjay Kumar:                                                                 Date:

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