INFINITY SOLUTIONS MANAGEMENT GROUP LLC
OPERATING AGREEMENT AMENDMENT
THIS OPERATING AGREEMENT AMENDMENT (the “Amendment”) of INFINITY SOLUTIONS MANAGEMENT GROUP LLC., a Wyoming limited liability company (the “Company”), has been made and entered into on [ENTER DATE] (“effective date”) by and among Lynn Barnes (“Lynn”), Frank Khatibi (“Frank”), and Brian Maas (“Brian”), (collectively, the “Managing-Members” and individually, each is an equal partner and “Managing-Member”), and Anthony Chacon (“Tony”) (“exiting partner”).
WITNESSETH
WHEREAS the Company is governed by the Operating Agreement entered by the parties on June 8th, 2020 (“the Original Agreement”).
WHEREAS at the formation of the Company, all four Parties as listed above; each held 25% ownership, responsibility and voting rights in the ongoing daily affairs of the company and the business activities that it conducts, and collectively combined, totalled the full 100% ownership, responsibility and voting rights and shares of the company.
WHEREAS Tony desires to leave the partnership.
WHEREAS the parties unanimously desire to amend the Original Agreement to reflect a new understanding.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Amendment.
(a) Parties. The preamble section of the Original Agreement is hereby amended to remove Anthony Chacon (“Tony”) as part of the Managing Members of the Company.
(b) Ownership. The preamble section of the Original Agreement is further amended to divide the ownership of the Company equally to the remaining three Managing Members.
(c) Capital. Section 5 of the Original Agreement is amended to relinquish all of Tony’s obligations and liabilities. Accordingly, Tony’s name, capital contribution, and company units on EXHIBIT A (page 20 of the Original Agreement) is hereby removed. Further EXHIBIT A is hereby amended to allocate the capital contributions and company units to the three remaining Managing Members, according to their mutual understanding.
(d) Allocations and Distributions. All of Tony’s rights, obligations, and liabilities under Section 6 of the Original Agreement are hereby relinquished.
(e) Management. All of Tony’s rights, obligations, and liabilities under Section 7 of the Original Agreement are hereby relinquished.
(f) Other Activities of the Managing-Members. All of Tony’s rights, obligations, and liabilities under Section 8 of the Original Agreement are hereby relinquished.
(g) Banking, Records, and Tax Matters. All of Tony’s rights, obligations, and liabilities under Section 9 of the Original Agreement are hereby relinquished.
(h) Managing-Members’ Interest. All of Tony’s rights, obligations, and liabilities under Section 10 of the Original Agreement are hereby relinquished.
(i) Assignment of Managing-Member’s Interest. All of Tony’s rights, obligations, and liabilities under Section 11 of the Original Agreement are hereby relinquished.
(j) Withdrawal, Retirement, Death, Incompetency, Insolvency or Dissolution of a Member. Section 12 of the Original Agreement is hereby amended by replacing the said Section with the following:
A Managing-Member may withdraw, retire or resign from the Company, solely upon mutual consent from the remaining Managing Members. The death, incompetency, insolvency or dissolution of a Managing-Member shall not terminate the Company. Upon the death of a Managing-Member, his/her/their executor, administrator, or successor in interest shall have all of the rights and duties of a Managing-Member for the purpose of settling his/her/their estate.
(k) Transferees and Successors. All of Tony’s rights, obligations, and liabilities under Section 13 of the Original Agreement are hereby relinquished.
(l) Termination All of Tony’s rights, obligations, and liabilities under Section 14 of the Original Agreement are hereby relinquished.
(m) No Personal Liability for Return of Capital and Loans. All of Tony’s rights, obligations, and liabilities under Section 14 of the Original Agreement are hereby relinquished.
(n) Power of Attorney. All of Tony’s rights, obligations, and liabilities under Section 22 of the Original Agreement are hereby relinquished.
(o) Right of First Refusal. All of Tony’s rights, obligations, and liabilities under Section 23 of the Original Agreement are hereby relinquished.
2. Tony is set free from any future litigation and/or lawsuit brought under the Original Agreement.
3. Tony shall retain access to his company email for the next twelve months.
4. Entire Agreement. The Original Agreement, as modified by this Amendment, constitutes the entire and only agreement between the Managing-Members hereto with respect to the transactions contemplated therein. Except as modified by this Amendment, the Original Agreement remains unchanged and unmodified and in full force and effect, and the parties hereto hereby ratify and affirm the same.
5. Counterparts. This Amendment may be executed in any number of counterparts and it shall be sufficient that the signature of each party appears on one or more such counterparts. All counterparts shall collectively constitute a single agreement. Signatures to this Amendment transmitted by facsimile or electronic mail shall be treated as originals in all respects.
6. Governing Law. This Amendment shall be regarded for all purposes as a Wyoming document, and the validity and construction thereof shall be determined and governed by the laws of the State of Wyoming. If any provision of this Amendment, or the application of such provision to any person or circumstance, shall be held illegal, invalid, or unenforceable, or in conflict with the Act or other applicable law, the remainder of this Amendment, or the application of such provision to persons or circumstances other than those to which it is held illegal, invalid, unenforceable, or in conflict, shall not be affected thereby.
IN WITNESS WHEREOF, the undersigned hereby execute this Operating Agreement, as of the date first written above.
Anthony Chacon
2372 Morse Avenue, Suite #996
Irvine, CA 92614 USA
Lynn Barnes
2372 Morse Avenue, Suite #996
Irvine, CA 92614 USA
Frank Khatibi
2372 Morse Avenue, Suite #996
Irvine, CA 92614 USA
Brian Maas
2372 Morse Avenue, Suite #996
Irvine, CA 92614 USA
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