MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT

February 4, 2023

MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT

 

THIS MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT (the “Agreement”) is made on of October 8, 2021 (“Effective Date”) by and between XU LI of address 7 Margaret Dr. Wilbraham, MA 01095 (“Assignor”) and MATTHEW STONEBACK of 4210 Balboa St. Apt 505, San Francisco CA 94121 (“Assignee”).   

 

WHEREAS the Assignor is currently the owner of certain membership interests in TIDALLOFT AVIONICS RESEARCH LLC, a Massachusetts Limited Liability Company (the “Company”).

 

WHEREAS the Assignor 

 

WHEREAS the Assignee accepts the assignment of such membership interest under the terms of this Agreement.

 

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Com pany and the Assignee (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

 

  1. ASSIGNEE’S OBLIGATIONS

 

The Assignee represents and warrants that he shall:

 

  1.  Make a single time $55,000.00 capital contribution in cash within two months after this Agreement is signed (“initial contribution”). Assignee also represents and warrants that failure to make the initial contribution shall void this Agreement. 

 

  1.  Give away 10% of his each future income and/or compensation from the Company, until his total capital contribution reaches $136,205.19.

 

  1.  Assignee is familiar with the business of the Company. Assignee has had an opportunity to discuss the Company’s business, management, financial affairs, and the terms and conditions of the offering of the Membership Interest with the Assignor and has had an opportunity to review the Company’s facilities. 

 

  1.  Assignee either has a pre-existing personal or business relationship with the Company or one or more of its officers, managers, members, controlling persons, or Affiliates. 

 

  • ASSIGNOR’S OBLIGATIONS

 

The Assignor represents and warrants that he:

 

  1.  Shall assign, transfer, and convey all of Assignor’s right, title and interest in and to all of Assignor’s membership interests in the Company.

 

  1.  Has good title to the membership interest conveyed herein. 

 

  1.  Has no limitation on making such assignment, such as any security interest, lien, or encumbrance. 

 

  1.  Will take any and all steps to perfect Assignee’s receipt of the membership interest in the Company as required.

 

  1. MEMBERSHIP INTEREST

 

The Membership interest that Assignor assigns to Assignee under this Agreement amounts to: 50% (fifty percent) membership interest, along with voting rights in the Company. The Assignor shall retain the remaining 50% rights and/or interests. 

 

  1. JOINDER TO THE COMPANY’S OPERATING AGREEMENT

 

Concurrently with the execution of this Agreement and as a condition of the grant of the Membership Interest hereunder, Assignee shall execute a joinder to the Operating Agreement of the Company, as such Operating Agreement may be amended and/or restated from time to time (the “Operating Agreement”). Assignee acknowledges receipt of a copy of the Operating Agreement and that Assignee has reviewed the Operating Agreement. Assignee understands that the rights granted to Assignee under the Operating Agreement are complex in nature and have certain legal, tax, and financial consequences to Assignee. Assignee has been advised by the Company to consult, and Assignee has consulted to the extent Assignee desired to do so, with Assignee’s own legal, tax, and financial advisors with respect to these consequences. Assignee understands, acknowledges. and agrees that, upon execution of this Agreement and the joinder to the Operating Agreement, Assignee shall, without further action or deed, thereupon be bound by the Operating Agreement, as it may thereafter be amended and/or restated, as though a direct signatory thereto. Assignee shall thereby be admitted as a Member of the Company with respect to the Membership Interest from and after the Effective Date. 

 

  1. TERM OF AGREEMENT

 

The term of this Agreement (the “Term”) will begin on the date of this Agreement and will last Until the dissolution of the company; OR death of each of the member; OR a natural disaster causing loss of more than 80% of company’s total assets. 

 

  1. TERMINATION

 

This Agreement may be terminated upon a material breach if the non-breaching party provides a one-day notice of the breach, and a one-day grace period to cure the breach. A material breach for the purpose of this Section means failure of either party of this Agreement to fulfill their obligations herein. 

 

  1. PERFORMANCE

 

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

 

  • MODIFICATION OF AGREEMENT

 

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

 

  • TIME OF THE ESSENCE

 

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

 

  1. ASSIGNMENT

 

The Assignee will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Assignor.

 

  • ENTIRE AGREEMENT

 

It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.

 

  1. ENUREMENT

 

This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

 

  • TITLES/HEADINGS

 

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

 

  • GOVERNING LAW

 

This Agreement will be governed by and construed in accordance with the laws of the State of Massachusetts, without regard to its conflict of laws rules.  

 

  1. DISPUTE RESOLUTION

 

In the event there is a dispute arising under this Agreement, the parties agree to first settle their dispute through Mediation. If Mediation fails, the Parties agree to resort to arbitration to settle the dispute.

 

  1. SEVERABILITY

 

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

 

  1. WAIVER

 

The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

 

IN WITNESS WHEREOF the Parties have duly affix ed their signatures under hand and seal on [ENTER DATE]

 

___________________________________ ___________________________

Assignee’s Signature Date

 

___________________________________ ___________________________

               Assignor’s Signature           Date

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