Membership Interest Purchase Agreement - June 21, 2019

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This is a Membership Purchase Agreement for the purchase of a member's ownership interest in a California LLC

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MEMBERSHIP INTEREST PURCHASE AGREEMENT

dated as of June  __, 2019

by and among

MARA DIXON

(“Seller”)

and

RACHEL HOCHHAUSER & JENA WOLFE

(“Purchaser” )

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this __ day of JUNE 2019 by and among MARA DIXON, (“Seller”), RACHEL HOCHHAUSER , and JENA WOLFE . (“Purchaser”).

RECITALS

A. Seller owns 10 % of the issued and outstanding membership interests in the THIS IS MAJOR, LLC; and

B. Purchasers desire to acquire all of Seller’s membership interest (“Membership Interest”) in the Company (THIS IS MAJOR, LLC) pursuant to the terms and conditions set forth herein.

PURCHASE OF THE MEMBERSHIP INTERESTS

SECTION 2.1. Purchase and Sale of the Membership Interests. At the Closing, the Seller will sell, convey, transfer and deliver to the Purchasers, and the Purchasers will purchase and receive from the Seller all Membership Interest in THIS IS MAJOR, LLC owned by the Seller as of the Closing, which Membership Interests shall represent all of the issued and outstanding membership interests in the Company as of Closing.

SECTION 2.2. Purchase Price.

2.2.1 The purchase price to be paid by Purchasers to Seller for the Membership Interests (the “Purchase Price”) shall be $3,000.00 in certified funds payable to the order of MARA DIXON upon execution of this Agreement.

REPRESENTATIONS AND WARRANTIES

3.1.1 Representations and Warranties of the Company and the Seller.Except as set forth in this Agreement, the Seller jointly and severally represent and warrant to the Purchaser that::

3.1.2 Power and Authority. Seller has all requisite power and authority, to execute, deliver, and perform its obligations under this Agreement and the Documents and to consummate all transactions contemplated hereby.

3.1.3 Membership Interests. Seller’s membership interests in the Company are duly and validly authorized, and all such membership interests are fully paid and nonassessable, and are owned by Seller free and clear of any Lien. No such membership interest was issued in violation of any preemptive or similar rights.

3.1.4 Validity of Agreement. This Agreement has been duly and validly authorized, executed, and delivered by the Company and the Seller and constitutes a valid and legally binding agreement of the Company and the Seller.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

 

“SELLER”

 

 MARA DIXON

SIGNATURE:

DATE:

 
     
 

“PURCHASERS” 

 

 RACHEL HOCHHAUSER 

SIGNATURE:

DATE: 

__

JENA WOLFE

SIGNATURE: 

DATE:

   
     

LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT

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