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HomeMy WebLinkAboutItem1B_171010_V1Operating Agreement OF Virtuoso Ventures 6, LLC a Washington Limited Liability Company 1. Virtuoso Ventures 6, LLC a Washington Limited Liability Company (the "Company") was organized under the laws of the State of Washington on September 17, 2013 under UBI # 603-334-243. 2. The sole member of the Company is Invest Now, LLC, a Washington Limited Liability Company. The issued units of membership are as follows: MEMBER UNITS PERCENTAGE Invest Now, LLC 100 100% 3. The Company is a member - managed limited liability company. 4. The Company shall be authorized to conduct any business in which a limited liability company may legally engage under the Act. Invest Now, LLC as the sole member of the Company shall have exclusive authority to bind the Company in any transaction or undertaking, including without limitation, the purchase, sale, or encumbrance of real and personal property, incurring debt, and general contractual undertakings. 5. No member or manager shall be liable to the Company or its members for monetary damages for conduct as a manager or member, except for liability of a member or manager for acts or omissions that involve intentional misconduct or a knowing violation of law, or for conduct of the member or manager violating RCW 25.15.235, or for any transaction from which the member or manager will personally receive a benefit in money, property, or services to which the member or manager is not legally entitled. The Company shall indemnify any member or manager from and against any judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which an individual is a party because he or she is, or was, a member or manager, provided that no such indemnity shall indemnify a member or manager from or on account of acts or omissions of the member or manager finally adjudged to be intentional misconduct or a knowing violation of law by the member or manager, conduct of the member or manager adjudged to be in violation of RCW 25.15.235, or any transaction with respect to which it was finally adjudged that such member or manager received a benefit in money, property, or services to which such member or manager was not legally entitled. Effective on the Filing of the Certificate of Formation as above stated. MEMBER: Invest Now, LLC, a Washington Limited Liability Company B W Heaton, Mem r By: James Dainard, er AMENDED Operating Agreement OF Virtuoso Ventures 6, LLC a Washington Limited Liability Company 1. Virtuoso Ventures 6, LLC a Washington Limited Liability Company (the "Company") was organized under the laws of the State of Washington on September 17, 2013 under UBI # 603-334-243. 2. Invest Now, LLC, a Washington limited liability company, the original member of the Company has, assigned and transferred to Razor Investments, LLC a Washington Limited Liability Company all of its right title and interest in and to the member interest in the Company. Accordingly, the issued and outstanding units of membership of the Company are currently held as follows: MEMBER UNITS PERCENTAGE Razor Investments, LLC 100 100% 3. The Company is a member - managed limited liability company. 4. The Company is authorized to conduct any business in which a limited liability company may legally engage under the Act. Razor Investments, LLC a Washington Limited Liability Companyas the sole member of the Company, shall have exclusive authority to bind the Company in any transaction or undertaking, including without limitation, the purchase, sale, and encumbrance of real and personal property, incurring debt, and general contractual undertakings. All parties dealing with the Company shall have full right and authority to rely on the foregoing, which shall be binding on the Company for all purposes and in all cases hereafter. S. No member or manager shall be liable to the Company or its members for monetary damages for conduct as a manager or member, except for liability of a member or manager for acts or omissions that involve intentional misconduct or a knowing violation of law, or for conduct of the member or manager violating RCW 25.15.235, or for any transaction from which the member or manager will personally receive a benefit in money, property, or services to which the member or manager is not legally entitled. The Company shall indemnify any member or manager from and against any judgments, settlements, penalties, fines, or expenses incurred in a proceeding to which an individual is a party because he or she is, or was, a member or manager, provided that no such indemnity shall indemnify a member or manager from or on account of acts or omissions of the member or manager finally adjudged to be intentional misconduct or a knowing violation of law by the member or manager, conduct of the member or manager adjudged to be in violation of RCW 25.15.235, or any transaction with respect to which it was finally adjudged that such member or manager received a benefit in money, property, or services to which such member or manager was not legally entitled. Dated: 2 —� _Q \ -S MEMBER: Razor Investments, LLC a Washington Limited Liability Company By: Jimm Its: Member ACKNOWLEDGMENT OF PRIOR MEMBER: The undersigned acknowledges that it has transferred all of its membership in the Company to the Member indentified herein and has no further right, title or interest in the Company. Invest Now, LLC, a Washington limited liability company By: �y 7 Heaton Its: Member