LLC BUYOUT AGREEMENT

This LLC Buyout Agreement (hereinafter referred to as the “Agreement”) is made by and between Brian 

Joseph Wilson with a mailing address of 6403 Pennsylvania Way Bakersfield CA 93313 (hereinafter referred to as the “Seller”), and Josue David Felix with a mailing address of 6804 Olympia Dr. Bakersfield CA 93309 (hereinafter referred to as the “Buyer”), collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

RECITALS

WHEREAS, the Seller has right, title, and membership interest in MEDIA LLC, a California Limited Liability Company (hereinafter referred to as the “LLC”);

WHEREAS, the Seller’s membership interest is equal to 40% ownership in the LLC;

WHEREAS, the Buyer desires to purchase the Seller’s total membership interest in the LLC (hereinafter referred to as the “Membership Interest”);

WHEREAS, the Seller and the Buyer agree to complete the sale of the Membership Interest through this Agreement, and each abide by the terms and conditions herein.

In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

  1. Sale. The Buyer agrees to purchase the Membership Interest for the total sale price of $1,800 (hereinafter referred to as the “Total Sale Price”). This sale leaves the Seller with no rights in the LLC.
  2. Payment. The Total Sale Price will be paid in monthly payments of 25% of LLC’s profits. The methods of payment the Seller will accept are as follows:
  3. Closing. The Total Sale Price will be paid by (hereinafter referred to as the “Closing Date”). On the Closing Date, the parties will meet as follows:

Address of Closing

Time of Closing

On the Closing Date, the Parties will ensure all required documentation between them is complete, including that required for the sale as well as the transfer of the Membership Interest. The Seller shall deliver to the Buyer a fully executed LLC Membership Interest Assignment. If there are any additional certificates or membership forms required, Seller will also deliver these to the Buyer on the Closing Date.

  1. Rights. The Membership Interest comes with voting rights in the LLC.
  2. Seller Representation and Warranties. The Seller hereby represents and warrants that Seller has good title to the Membership Interest conveyed herein and that the Seller has no limitations on making such sale and assignment, such as any security interest, lien, or encumbrance. The Seller further represents and warrants that they will take any steps to perfect the Buyer’s receipt of the Membership interest in the LLC as required. Moreover, the Seller represents and warrants that they have the authority and capacity to contract herein.
  3. Buyer Representation and Warranties. The Buyer hereby represents and warrants that the execution of this sale will not put the Buyer in default of any contractual relationship to which the Buyer is a party and that the Buyer will deliver the Total Sale Price as required under this Agreement.

The Buyer further represents and warrants that the Buyer does not intend to further sell or distribute this Membership Interest and that the Buyer is purchasing the Membership Interest for the Buyer’s own personal purposes, whether for membership involvement in the LLC or as a personal investment.

The Buyer warrants that the Buyer has consulted with legal and investment advisors regarding the sale or waives the right to do so. The Buyer fully understands the benefits and risks of purchasing the Membership Interest.

  1. No Public Interest. The Membership Interest being sold herein has not been registered under the Federal Securities Act of 1933, nor any state securities laws. The Membership Interest will not be registered under the Federal Securities Act of 1933, nor any state securities laws. The sale of Membership Interest does not involve any public offering, and the Buyer and the Seller may complete the sale in reliance upon federal and state exemptions for public transactions.
  2. Expenses. Each Party is responsible for its own costs and expenses in connection with this Agreement.
  3. No Guarantees. The Seller does not guarantee any specific performance of the LLC, including through sales, distributions, or otherwise. The Buyer accepts that the sale of this Membership Interest is “as is.”
  4. Indemnity. The Seller agrees to indemnify and hold the Buyer harmless from any losses, claims, or demands, including courts and attorney fees which may have arisen from the Seller’s ownership of the Membership Interest. The Seller agrees to ensure any and all of the Seller’s promises to the LLC, as a result of the Seller’s ownership, are fulfilled or properly transferred to the Buyer, with the knowledge and consent of the Seller, the Buyer, and the LLC at large, including promises of any contributions or promises which may stem from the Seller’s receipt of distributions.
  5. Dispute resolution. Parties agree to settle disputes under this Agreement through (select one) 

☐Negotiation                             ☐Mediation                                ☐Arbitration                                      ☐Litigation

  1. General Provisions.
  1. Amendment. This Agreement may be amended only by the written consent of the Parties hereto.
  2. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
  3. Waiver. Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.
  4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
  5. Headings. The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
  6. Pronouns. Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular. Any references herein to the masculine gender or to the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
  7. Language. All communications made pursuant to this Agreement shall be in the English language.
  8. Jurisdiction, Venue, and Choice of Law. The laws of the jurisdiction of the state of California shall be applicable to this Agreement, with the exception of its conflict of law provisions.
  9. Assignment. This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by either Party without the written consent of the other.
  10. Severability. If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such a condition, the remainder of this Agreement shall continue in full force.

The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

Seller’s Printed Name Buyer’s Printed Name

Seller’s Signature Buyer’s Signature

Date Date

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