Fill and Sign the Single Member Llc Form

Agreement to Redeem Interest of a Single Member in an LLC Agreement made on the ___ day of __________, 20___, between ______________________ of ____________________________________________ (street address, city, county, state, zip code) , referred to herein as Doe, ______________________ , of ____________________________________________ (street address, city, county, state, zip code) , referred to herein as Roe, and ______________________, LLC., a limited liability company organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________ (street address, city, county, state, zip code) , referred to herein as (the Company). WHEREAS, Doe and Roe are members in the Company; and WHEREAS, the parties wish to establish the terms and conditions upon which Roe's interest in the Company is to be redeemed, and she shall cease to be a member of the Company. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. Payments to be Made to Roe in Redemption of Interest. In complete redemption of her interest, the Company shall (i) make a cash payment to Roe of $_____________, and (ii) shall convey to Roe, free and clear of all claims and encumbrances, the personal property described on Exhibit A hereto. The conveyance described in the foregoing clause (ii) shall be made by a bill of sale in the form attached hereto as Exhibit B. 2. Amendment to Operating Agreement . Contemporaneously with the payment and conveyance contemplated by Section 1 hereof, the Operating Agreement of the Company dated (date ) shall be deemed amended and restated as follows: (i) all references therein to Roe as a member shall be deemed deleted; (ii) for purposes of allocations of income, loss, gain and credit, Roe's capital account and current capital contribution shall be deemed to be zero. 3. Covenants of Roe. Roe agrees that from the date of this Agreement forward she will make no representation or statement to any third party to the effect that she continues to be a member of the Company, nor will she take any action which purports to bind the Company. In addition, as reasonably requested by the Company from time to time, Roe will confirm to third parties that as of the date of this Agreement her interest in the Company has been terminated. 4. Integration Clause; Oral Modification. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and all agreements entered into prior hereto with respect to the subject matter hereof are revoked and superseded by this Agreement, and no representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein or in other contemporaneous written agreements. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. 5. Company to Continue Without Dissolution. The remaining Member(s) of the Company agree that neither this transaction nor the redemption effected hereby shall constitute a dissolution of the Company, but instead the Company shall continue hereafter and that upon the redemption of Roe's interest, the Capital Accounts of the remaining members shall be as follows: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ [List Capital Accounts] WITNESS our signatures as of the day and date first above stated. __________________, LLC ________________________ By_______________________ (Name and Office in LLC) ________________________