This Agreement is made on ____ BETWEEN Marcio Andrade “Member 1” on
the first part and Associacao Sombra Zero “Member 2” on the second part.
WHEREAS:
A. The Company Mind, fuel Management LLC, is a company incorporated in Puerto
Rico;
B. Member 1 and Member 2 are its members.
C. Member 2 is a separate and independent entity from Mind Fuel Management LLC.
THIS AGREEMENT OBSERVES that in consideration of the mutual covenants and
agreements, the parties in this Agreement agree as follows:
- ORGANIZATION OF THE COMPANY
The Company will retain its offices and presence in Puerto Rico, and the management will
continue to carry on business as usual.
The Company will be governed by Directors (the “Board”) appointed by the Members. - DIRECTORS, MEMBERS, AND COMPANY OBLIGATIONS
i. The Members may pledge any of their percentages in the Company as security for
any borrowings provided the parties shall execute an agreement, in writing, providing
that the parties shall be subject to all the terms of this Agreement.
ii. Each Member and Director shall use their best efforts, skill, and abilities to promote
the interests of the Company. Each Member and Director agree that they will keep all
matters about the Company strictly confidential other than regular disclosures (e.g.,
brochures, financing offers, and documents) made in the course of business.
iii. Each Director of the Company shall exercise the powers and discharge their duties
diligently and in the Company’s best interests. In connection, therewith, the directors
shall exercise the degree of care and skill that a reasonably prudent person would
exercise in comparable circumstances.
- RESTRICTIONS OF TRANSFER, ETC.
No member without the prior written consent of the other Members shall sell, assign,
transfer, dispose of, donate, mortgage, charge, or otherwise encumber or deal with any of
their percentages unless by this Agreement.
The parties agree that notice of this Agreement shall and all the records on the Company’s
ownership and who the beneficiaries are. A copy of this Agreement shall be stored in the
Company’s legal documents.
If under any provisions of this Agreement, any one or more of the Members shall sell,
assign, transfer or convey any of their percentages to any other person, firm, or corporation
other than one of the present parties in this Agreement, no such transfer shall be made or
shall be effective. No application shall be made to register any such transfer until the
proposed transferee agrees with the other parties to the same effect as this Agreement and
any additional agreement concerning the Company which the transferor is a party to. - TERMINATION OF AGREEMENT.
This Agreement shall be terminated on the occurrence of any of the following events:
i. The Company is dissolved, wound-up, make an assignment in bankruptcy, Has a
receiving order against it, or a proposal is made to its creditors;
ii. unanimous Agreement of the Members; or
iii. sale of the Company to another party. - GENERAL COVENANTS.
This Agreement shall enure to benefit and be binding upon the parties and their
respective heirs, executors, administrators, and assigns.
The parties agree to hold and cause all such meetings of directors and members of the
Company.
The Laws of Puerto Rico shall govern the terms of this Agreement.
Words in the singular shall construe the plural and vice-versa, the masculine shall include
the feminine and the neuter and vice-versa.
IN WITNESS THEREOF, the parties have hereunder set their signatures and seals this _ day of , 20__.
Signed by MEMBER 1; Signed by the duly Authorized
Representative of MEMBER 2;
Signature: ………………………………………. Signature: ……………………………………
Name: …………………………………………….. Name: …………………………………………
Designation: ……………………………………… Designation: ………………………………….
Date: …………………………………………….. Date: …………………………………………
Telephone: ……………………………………… Telephone: ……………………………………
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