LIMITED LIABILITY COMPANY OPERATING AGREEMENT

 

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

 

This Agreement is entered into on [DATE] by and between Ahad Virani, and Andrew Ragnell, hereinafter known as “Owners” 

WHEREAS, Ahad Virani 

is the owner of www.cellelectronix.com;

 

WHEREAS, Andrew Ragnell is the owner of www.iTradeWireless.com;

 

WHEREAS, the Member desires to create a limited liability company and set forth the terms herein of the Company’s operation;

 

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Member and the Company agree as follows:

 

  • FORMATION 

 

The Company shall be formed in [Enter State/City] on [Enter Formation Date], pursuant to the statutes governing limited liability companies in said State (the “Statutes”).

 

  • NAME AND PRINCIPAL PLACE OF BUSINESS

 

The name of the Company shall be [Enter Name], LLC with a principal place of business at [Enter State/City], or as otherwise selected by the Owners. 

 

  • PURPOSE

 

The Company may conduct any and all lawful business, activity or functions appropriate in carrying out the Company’s objectives as determined by the Owners.

 

  • REGISTERED OFFICE AND RESIDENT AGENT  

 

The location and name of the registered agent will be as stated in the Company’s formation documents or any amendment thereof. 

 

  • TERM

 

The term of the Company shall be perpetual, commencing on the filing of the Articles of Organization of the Company, and continuing until terminated under the provisions set forth herein. 

 

  • MEMBER CAPITAL CONTRIBUTIONS 


  •  Initial Contributions

 

The Owners shall make a total initial capital contribution $100,000, each owner contributing $50,000 (“Capital Contribution”). 

 

  1.  Additional Contribution 

 

The Member shall not be obligated to make any additional Capital Contributions without the prior unanimous written consent of the other owner.

 

  • DISTRIBUTIONS 

 

  1.  For purposes of this Agreement “net profits” and “net losses” mean the profits or losses of the Company resulting from the conduct of the Company’s business, after all expenses, including depreciation allowance, incurred in connection with the conduct of its business for which such expenses have been accounted.

 

  1.  The Company’s Net profits shall not be drawn from the business for first twelve (12) months. 

 

  • BUSINESS, BOOKS, RECORDS AND TAX RETURNS

 

  1.  BUSINESS 

 

  1.  The Company’s fiscal year shall be the calendar year with an ending month of December.

 

  1.   Units sold to the Company from iTradeWireless or CellElectronix shall not be upcharged unless a net margin of 20% remains on the unit per 90-day average sales history. A processing fee per unit may be applied if the Owners agree to the price. 

 

  1.   The Company cannot directly purchase from any vendors actively conducting business with CellElectronix, unless CellElectronix has refused that inventory.

 

  1.   If iTradeWireless or CellElectronix accounts temporarily go down for a time longer than thirty (30) days, this account can be utilized to recover funds from the inventory. The Company will bear no losses during this occurrence.

 

  1.  If CellElectronix loses Apple Renewed status for twelve (12) months, the Owners must deposit $500,000 to keep active membership status in the Company within sixty (60) days. The sixty (60) days would initiate after the 12-month period. If the funds are not deposited, then the Company is subject to be dissolved per the guidelines stated herein.

 

 

  1. BOOKS AND RECORDS

 

The Company shall maintain complete and accurate books and records of the Company’s business and affairs as required by the Statutes and such books and records shall be kept at the Company’s Registered Office and shall in all respects be independent of the books, records and transactions of the Member.

 

  1. TAX RETURNS

 

  1.   The Owners intend that the Company shall be taxed as a Limited Liability Company in accordance with the provisions of the Internal Revenue Code.   

 

  1.   Corporate Tax Return shall be prepared by Ahad Virani’s accountants. 

 

  • BANK ACCOUNTS

 

All funds of the Company shall be deposited in the Company’s name in a bank account or accounts as chosen by the Owners.  Withdrawals from any bank accounts shall be made only in the regular course of business of the Company and shall be made upon such signature or signatures as the Owners from time to time may designate.

 

  • MANAGEMENT OF THE COMPANY

 

  1.  The business and affairs of the Company shall be conducted and managed by the Owners in accordance with this Agreement and the laws of [Enter State]. 

 

  1.  Ahad Virani shall be in charge of managing all online seller accounts and marketplaces. Ahad Virani shall also be in charge of processing all returns, collecting Amazon reimbursements for the new corporation, and handling customer service.

 

  1.   Andrew Ragnell shall be in charge of processing inventory, sending shipments to Amazon/customers, and completing warranty work.

 

  • RIGHT OF REFUSAL

 

If the Company is sold Ahad Virani shall have the first right of refusal.

 

  • OWNERSHIP OF COMPANY.   

 

Each owner shall have a 50% stake in the Company.

 

 

  1. DISSOLUTION 

 

  1.  The Company shall dissolve, and its affairs shall be wound up on the first to occur of 

 

  1. At a time, or upon the occurrence of an event specified in the Articles of Organization or this Agreement. 

 

  1. The determination by the Owners that the Company shall be dissolved.

 

  1.   If the Company is dissolved, the net value of all products and cash shall be split 50/50 for each party.

 

  1.   Upon dissolution, Ahad Virani shall keep the Amazon Account and all other associated online accounts.

 

  • INDEMNIFICATION


  •   The Owners (including, for purposes of this Section, any estate, personal and family assets, heir, personal representative, receiver, trustee, successor, assignee and/or transferee of the Member) SHALL NOT be liable, responsible or accountable, in damages or otherwise, to the Company or any other person for: 


  • any act performed, or the omission to perform any act, within the scope of the power and authority conferred on the Owner by this agreement and/or by the Statutes except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and un-appealable or not timely appealed (“Judicially Determined”) to constitute fraud, gross negligence, recklessness or intentional misconduct; 


  • the termination of the Company and this Agreement pursuant to the terms hereof; 


  • the performance by the Owner of, or the omission by the Owner to perform, any act which the Owner reasonably believed to be consistent with the advice of attorneys, accountants or other professional advisers to the Company with respect to matters relating to the Company, including actions or omissions determined to constitute violations of law but which were not undertaken in bad faith; or 


  • the conduct of any person selected or engaged by the Owner.


  •   The Company, its receivers, trustees, successors, assignees and/or transferees shall indemnify, defend and hold the Owners harmless from and against any and all liabilities, damages, losses, costs and expenses of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by the Owner (including amounts paid in satisfaction of judgments, in settlement of any action, suit, demand, investigation, claim or proceeding (“Claim”), as fines or penalties) and from and against all legal or other such costs as well as the expenses of investigating or defending against any Claim or threatened or anticipated Claim arising out of, connected with or relating to this Agreement, the Company or its business affairs in any way; provided, that the conduct of the Owner which gave rise to the action against the Owner is indemnifiable under the standards set forth herein.  


  •   All rights of the Owners to indemnification under this Agreement shall (i) be cumulative of, and in addition to, any right to which the Owner may be entitled to by contract or as a matter of law or equity, and (ii) survive the dissolution, liquidation or termination of the Company as well as the death, removal, incompetency or insolvency of the Owner.

 

 

  • MISCELLANEOUS

 

  1.   This Agreement and the rights and liabilities of the parties hereunder shall be governed by and determined in accordance with the laws of [Enter State]. If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect.

 

  1.   The captions in this Agreement are for convenience only and are not to be considered in construing this Agreement.  All pronouns shall be deemed to be the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.  References to a person or persons shall include partnerships, corporations, limited liability companies, unincorporated associations, trusts, estates, and other types of entities.

 

  1.   This Agreement, and any amendments hereto may be executed in counterparts all of which taken together shall constitute one agreement.

 

  1.   This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter hereof.  It is the intention of the Owners that this Agreement shall be the sole agreement of the parties, and, except to the extent a provision of this Agreement provides for the incorporation of federal income tax rules or is expressly prohibited or ineffective under the Statutes, this Agreement shall govern even when inconsistent with, or different from, the provisions of any applicable law or rule.  To the extent any provision of this Agreement is prohibited or otherwise ineffective under the Statutes, such provision shall be considered to be ineffective to the smallest degree possible in order to make this Agreement effective under the Statutes.  

 

  1.   Subject to the limitations on transferability set forth above, this Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, executors, administrators, successors, and assigns.

 

No provision of this Agreement is intended to be for the benefit of or enforceable by any third party.

 

IN WITNESS WHEREOF, the Owners have executed this Agreement on [DATE].

 

By:

 

Ahad Virani 

 

Signature: ____________________________________________

 

 

Andrew Ragnell,

 

Signature: ____________________________________________

 

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