PARTNERSHIP EXIT AGREEMENT

FRACTAL3 LLC

PARTNERSHIP EXIT AGREEMENT

THIS PARTNERSHIP EXIT AGREEMENT AMENDMENT (the “Amendment”) of FRACTAL3 LLC., a Colorado limited liability company (the “Company”), has been made and entered into on [ENTER DATE] (“effective date”) by and among Stephanie Lindquist (“Stephanie”) herein the remaining partner and Carisa Kessler (Kessler) herein the exiting partner.

BACKGROUND

WHEREAS the Company is governed by the Operating Agreement entered by the parties on April 20th 2020 (“the Original Agreement”);

WHEREAS at the formation of the Company, the parties held _________% ownership, responsibility and voting rights in the ongoing daily affairs of the company and the business activities that it conducts, and collectively combined, totaled the full 100% ownership, responsibility and voting rights and shares of the company;

WHEREAS Kessler desires to leave the partnership;

WHEREAS the parties unanimously desire to terminate the partnership and consequently the Original Agreement;

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. Termination
    1. The parties herein unanimously terminate this partnership.(You may include reasons)
    1. Upon termination, Stephanie shall remain the sole partner of the Company.
  2. Amendment to the Original Operating Agreement
    1. Parties.

The Original Agreement is hereby amended to remove Carisa Kessler as part of the Managing Members of the Company.

  • Ownership.

The Original Operating Agreement is further amended to allocate the ownership solely to Stephanie Lindquist.

  • Capital.

Article 4 of the Original Agreement is amended to relinquish all of Kessler’s obligations and liabilities. Accordingly, Kessler’s name, capital contribution, and company units on is hereby removed.

  • Allocations and Distributions.

All of Kessler’s rights, obligations, and liabilities under Article 6 of the Original Agreement are hereby relinquished.

  • Management.

All of Kessler’s rights, obligations, and liabilities under Section 5 of the Original Agreement are hereby relinquished.

  • Other Activities of the Managing-Members.

All of Kessler’s rights, obligations, and liabilities under the Original Agreement are hereby relinquished.

  • Banking, Records, and Tax Matters.

All of Kessler’s rights, obligations, and liabilities under Section 7 of the Original Agreement are hereby relinquished.

  • Managing-Members’ Interest.

All of Kessler’s rights, obligations, and liabilities under the Original Agreement are hereby relinquished.

  • Intellectual Property

All intellectual property rights shall remain with the Company. The exiting member shall not have any claim on the Company or any of its products and services.

  • Settlement of debts

The parties acknowledge the existence of debts incurred by the Company. The exiting member shall give $ __________________ towards settling the debts incurred.

  • Miscellaneous.
    • Entirety This Agreement represents the entire agreement between the two parties and supersedes any previous written or oral agreement.
    • Severability. The parties agree that if any portion of this contract is found to be void or unenforceable, it shall be struck from the record and the remaining provisions will retain their full force and effect.
    • Notice. All notices, requests, demands or any other communications shall be in writing and shall be addressed at the following addresses: ____________________________________________________________________________________________________________________________________________________________________________________________________________
    • Incorporation by Reference

The recitals and exhibits and other documents referred to in or attached to this Agreement are hereby incorporated into this Agreement by reference.

  • Binding Effect

This Agreement shall be binding upon all parties hereto, their personal and legal representatives, guardians, successors, and assigns to the extent permitted by the law and the provisions of this Agreement.

  • Governing Law

This Agreement has been construed and will be enforced in accordance with the laws of the State of Colorado.

IN WITNESS WHEREOF, the parties have hereunto caused this Partnership Exit Agreement to be executed and hereby certify that the foregoing Agreement constitutes the Operating Agreement of Fractal3, LLC, a Colorado Limited Liability Company, adopted by the Members of the Company and the Company effective as of the date hereof.

Stephanie Lindquist (Cohen)

______________________________________ Date: _______________________

Carisa Kessler

____________________________________ Date: _________________________

Brian Maas

2372 Morse Avenue, Suite #996

Irvine, CA 92614 USA

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