THIS AGREEMENT is made on the ………… of……….20……., entered into by and among the Company, a California Limited Liability Company and ______________________________ (Member 1/current member),________________________(Member 2) and _______________________(Member 3) ( Member 2 and 3 collectively referred to as “new members”). The Company and Members collectively referred to as the “Parties” or individually as the “Party”) and includes that party’s successors and assigns.

WHEREAS, the member of the Company as of the date of this agreement and his respective membership interests and shares in the Company are outlined in Article 2 below.

WHEREAS, the Company and the current member desire to admit new members as members of the Company, and new members desire to acquire a membership interest in the Company and to be admitted as a member of the Company, in accordance with the terms and conditions of this agreement.

Parties agree to the following terms and conditions and to be bound thereby:


The Company and the current member agree that the new members shall be admitted as full members of the Company and be issued with new members membership interests upon execution of this agreement. Their ownership of the Company shall be as expressed under Article 2 below.

  • The current ownership is Mark A. Freitas Jr (Member 1/ current member) as the sole member of the Company with a cash contribution of $100.00 and a computer valued at $1,000.00.
  • The ownership of the new members (Member 2 and 3) shall be each 2% per month for a year (up to 24% each) void of any monetary consideration. The remaining percentage shall be owned by the current member (Member 1).

The new members state that they have;

  • The capacity to enter into this agreement and be bound by it, e.g. legal and financial;
  • Agreed to be bound by the laws, rules and regulations governing the Company including but not limited to the Company’s Operating Agreement;
  • Been given a copy of the relevant Company’s documents, e.g., Operating Agreement and financial statements and adequate time to review it;
  • Read and understood the Company’s Operating Agreement and agreed to be bound by it;
  • Freely executed this agreement;
  • Been allowed to seek relevant professional opinion, e.g., on law, taxation, and accounting; and
  • Aware of and have evaluated and accepted the risks involved in becoming a member of the Company.

The new members acknowledge that this agreement may be terminated at any time if they fail to contribute in a meaningful way.

  • The provisions of this agreement are severable.  If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
  • This agreement constitutes the entire agreement between the parties and supersedes any and all prior oral or written agreements or understandings between the parties concerning the subject matter of this agreement.
  • This agreement may not be altered, amended, or modified, except by a written document signed by all parties.
  • The terms of this agreement shall be governed by and construed in accordance with the laws of the State of California.
  • 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.
  • No party shall assign their rights or duties under this agreement without the consent of the other parties.
  • Parties may execute this agreement in any number of counterparts, each of which shall be an original, and all of which shall together constitute the same instrument.
  • 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.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.

Signed by the authorized representative of the Company (Member 1)Signature: Name: Designation: Date:………………………………………….. Signed by Member 2Signature: Name: Designation: Date:…………………………………………..  Signed by Member 3 Signature: Name: Designation: Date:…………………………………………….……………

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