MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT
Exhibit 6(a)
MEMBERSHIP INTEREST ASSIGNMENT
AGREEMENT
This
Membership Interest Assignment Agreement (this "Agreement") is made as of the
5th day of
March, 2018 (the "Effective Date") by and among
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Assignor") and The Chosen
Productions, LLC (the "Assignee"), a Utah limited
liability company.
RECITALS
A.
Assignor is the
owner and holder of 49% of the membership interest in The Chosen,
LLC, a Utah limited liability company (the "Company") (together with any
and all claims, title, interests, entitlements, capital account
balances, distributions and other rights related to such membership
interest, the “Membership
Interest”).
B.
Assignor desires to
assign, and Assignee desires to accept from Assignor, all of
Assignor's right, title and interest to the Membership Interest in
(the "Acquired
Interest").
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee
agree as follows:
ARTICLE 1. PURCHASE OF INTEREST; CONSIDERATION
1.1 Assignment
of Acquired Interest; Purchase Price; Payment Methodology.
In accordance with the Recitals set forth above, which Recitals are
incorporated into this Agreement and made a part thereof, Assignor
hereby assigns, and Assignee agrees to accept, the Acquired
Interest on the terms and conditions set forth herein. As
consideration for the sale, Assignee will issue to Assignor a 49%
membership interest in the Assignee (the “Consideration”). The
Consideration shall be issued as of the date Agreement and upon the
execution of a counterpart signature page to operating agreement of
the Assignee by Assignor. Upon delivery of such counterpart
signature page, the operating agreement of the Assignee shall be
amended as of such date to reflect the issuance of the
Consideration
ARTICLE 2. REPRESENTATIONS AND WARRANTIES
2.1 Assignor's
Representations and Warranties. As a material inducement to
Assignee to execute this Agreement and consummate the transactions
contemplated hereby Assignor represents and warrants to Assignee
with respect to the Acquired Interest and Company
that:
(a) Assignor
is the owner and holder of 49% of the membership interests in
Company. The Acquired Interest is free and clear of any
encumbrances, including, but not limited to, any and all security
interests, pledges, liens, charges, charging orders, claims,
purchase options or other encumbrances or restrictions of any kind,
including, without limitation, any restriction on the use,
transfer, receipt of income or other exercise of any attribute of
ownership, and is otherwise subject only to restrictions on
transfer imposed under applicable U.S. federal and state securities
Laws and the operating agreement of the Company (the “Company
Agreement”). Based on Assignor’s knowledge and belief,
the Acquired Interest has been duly and validly issued. Except as
contemplated by this Agreement or the Company Agreement, there
exists no agreement, arrangement or obligation (actual or
contingent) to issue, transfer, redeem, repay or repurchase the
Acquired Interest or any portion thereof.
(b) The
Acquired Interest represents the entirety of the membership
interest in the Company held by the Assignor.
(c) Other
than as provided in the Company Agreement, there are no options,
warrants, stock appreciation rights, pre-emptive rights,
subscriptions, contribution rights, convertible securities, or
other rights or other agreements or commitments of any character
whatsoever which are an obligation of Assignor to issue, transfer
or sell any securities exercisable for, or otherwise evidencing a
right to acquire, any interests of any kind in Company (except the
rights of Assignee under this Agreement).
(d) Assignor
is acquiring the Consideration for its own account, for investment
purposes only and not with a view to the distribution (as such term
is used in Section 2(11) of the Securities Act of 1933, as amended
(the "Securities
Act")) thereof. Assignor understands that the Consideration
has not been registered under the Securities Act and cannot be sold
unless subsequently registered under the Securities Act or an
exemption from such registration is available.
2.2 Assignee's
Representations and Warranties. As a material inducement to
Assignor to execute this Agreement and consummate the transactions
contemplated hereby, Assignee represents and warrants to Assignor
that:
(a) All
action on the part of Assignee has been taken or will be taken
prior to the closing. This Agreement constitutes a legally binding
and valid obligation of Assignee enforceable in accordance with its
terms, subject to bankruptcy, insolvency, reorganization,
moratorium or other similar Laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general
principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in
equity).
(b) The
execution and delivery of this Agreement by Assignee and the
performance by Assignee of its obligations pursuant hereto will not
result in any violation of, be in conflict with, or constitute a
default under, with or without the passage of time or the giving of
notice: (x) any provision of Assignee’s operating agreement;
(y) any provision of any judgment, decree or order to which
Assignee is a party or by which it or its property or assets are
bound; or (z) any laws applicable to Assignee or its property or
assets.
(c) The
execution and delivery of this Agreement by Assignee and the
performance by Assignee of its obligations pursuant hereto will not
result in any violation of, be in conflict with, or constitute a
default under, with or without the passage of time or the giving of
notice, any material contract or agreement to which Assignee is a
party.
(d) The
execution, delivery and performance by Assignee of this Agreement
does not require the consent, approval, notice, clearance, waiver,
order or authorization of any person, entity, or governmental or
similar authority that has not been obtained or given.
(e) Assignee
is acquiring the Acquired Interest for its own account, for
investment purposes only and not with a view to the distribution
(as such term is used in Section 2(11) of the Securities Act of
1933, as amended (the "Securities Act")) thereof.
Assignee understands that the Acquired Interest has not been
registered under the Securities Act and cannot be sold unless
subsequently registered under the Securities Act or an exemption
from such registration is available.
ARTICLE 3. MISCELLANEOUS
3.1 Parties
Bound. No party may assign this Agreement without the prior
written consent of the other party, and any such prohibited
assignment shall be void. This Agreement shall be binding upon and
inure to the benefit of the respective legal representatives,
successors, permitted assigns, heirs, and devises of the
parties.
3.2 Governing
Law. This Agreement shall, in all respects, be governed and
enforced in accordance with the laws of the State of
Utah.
3.3 No
Third-Party Beneficiary. This Agreement is not intended to
give or confer any benefits, rights, privileges, claims, actions,
or remedies to any Person as a third-party beneficiary, decree, or
otherwise.
3.4 Further
Assurances. In addition to the acts and deeds recited herein
and contemplated to be performed, executed and/or delivered by
either party on or prior to the Effective Date, each party agrees
to perform, execute and deliver, but without any obligation to
incur any additional liability or expense, on or after the closing
any further deliveries and assurances as may be reasonably
necessary to consummate the transactions contemplated hereby or to
further perfect the conveyance, transfer and assignment of the
Acquired Interest to Assignee.
[SIGNATURE
PAGES FOLLOW]
IN
WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the Effective Date.
ASSIGNOR:
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
ASSIGNEE:
The Chosen Productions, LLC
By:
/s/ ▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇, Manager
[Signature Page to, LLC Membership Interest Assignment
Agreement]