HomeMy WebLinkAboutMISC 20180216000337 Instrument Number:20180216000337 Document:A Rec:$79.00 Page-2 of 6 20130216000337.002
Record Date:2116/2018 9:52 AM King County,WA
ASSIGNMENT OF
MEMBERSHIP INTEREST OF
3RD AND WILLIAMS,LLC
This Assignment of Membership Interest of 3RD AND WILLIAMS, LLC (the
"Assignment") is made and effective as of the 21st day of December 2017, by and among
KHANH C. LU AND HOA LU-VO (Collectively "Assignor"), and MELISSA JUNE LU
("Assignee").
RECITALS:
WHEREAS, Assignor and the Assignee constitute all of the members of a limited
liability company formed under the Washington State Limited Liability Company Act, by the
name of 3RD AND WILLIAMS, LLC (the "Company"), and the Company is governed and
operated pursuant to an Operating Agreement of 3RD AND WILLIAMS, LLC dated April _,
2009(the"Operating Agreement");
WHEREAS, Assignor is the legal and beneficial owner of a 100% Membership Interest
in the Company;and
WHEREAS, Assignor wishes to transfer and assign 49% of their Membership Interest
which constitutes a 49%of all membership interest in the Company to Assignee, and all of the
members of the Company are agreeable to such transfer and withdrawal under the terms and
conditions set forth below;
NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and
agreements contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto
agree as follows:
1. Conveyance by Assignor. Assignor hereby assigns, conveys, transfers and
delivers to Assignee, its successors and assigns, all of Assignor's rights,title and interest in and
to its 49%Membership Interest in the Company.This assignment is absolute and irrevocable and
includes all rights in and claims to any undistributed cash or distributions of any kind and all
other rights or benefits of any nature allocable to the Membership Interest under the Operating
Agreement.
2. Acceptance by Assignee. Assignee hereby accepts the foregoing assignment and
transfer of the Membership Interest in the Company from Assignor. Assignee hereby assumes
and agrees to be bound by all of the terms, conditions, and provisions of the Operating
Agreement with respect to the Membership Interest in the Company transferred to Assignee by
Assignor.
20180216000337,001
Instrument Number:201802161)00337 Document:A Rec: S79.00 Page-1 of 6
Record Date:211612018 9:52 AM
Electronically Recorded Kin County,WA
AFTER RECORDING MAIL TO;
Name 3nd and Williams, LLC
Address 13414 SE 85th St,
atylState Newcastle,WA 98059
Document Tide(s):
1. Assignment of Membership Interest of 3id and Williams, LLC
Reference Number(s)of Documents Assigned or released:
Grantor(s): 1ST AM (o I-
1. Khanh C. Lu
2. Hoa Lu-Vo fOC,C) GGta..
j ] Additional information on page of document
Grantee(s):
1. Melissa June Lu
2.
[ ] Additional information on page of document
[ ] Complete legal description is on page of document
Instrument Number: 20180216000337 Document:A Rec: $79.00 Page-3 of 6 20180216000337.003
Record Date:2/16/2018 9:52 AM Kin County,WA
3. Representations and Warranties of Assignor. Assignor hereby represents and
warrants to Assignee that the Membership Interest transferred under this Assignment to Assignee
is free and clear of all liens, claims, encumbrances and other restrictions of any kind; that
Assignor has full right and legal authority to assign the Membership Interest to Assignee; and
that the Membership Interest constitutes Assignor's entire ownership interest in the Company and
Assignor has no other equity interests or rights to acquire additional interests in the Company.
Assignor covenants to defend its title to the Membership Interest from claims originating prior to
the date hereof. Assignor further agrees and acknowledges that upon the effectiveness of the
transfer of Assignor's entire Membership Interest in the Company to Assignee under this
Assignment, Assignor shall withdraw from,cease to be a member of,and have no further rights
or interest as a member in the Company.
4. Execution of Documents. Assignor and Assignee each agrees to perform any
further acts and execute and deliver any further documents and forms reasonably required or
requested by the other, by the Company, or by counsel for either of them or the Company that
may be necessary to reflect the transfer to Assignee of all rights, title, and interest in and to
Assignor's entire Membership Interest in the Company, and to cooperate with each other for the
fulfillment of the terms of this Assignment.
5. Consent to Transfer and Admission of Assignee as Member. The Members
hereby approve and consent to the foregoing transfer to Assignee of Assignor's 40%Membership
Interest in the Company and, in connection therewith,hereby approve the admission of Assignee
as a new member of the Company.
6. Revised Membership Interest Percentages. After giving effect to the transfer to
Assignee of Assignor's entire Membership Interest in the Company, the members of the
Company and their respective Membership Interest percentages are as follows:
Name of Member Membership Interest Percentage
MELISSA JUNE LU 49.0%
KHANH C.LU AND HOA LU-VO 51.0%
7. Continuation of Company and Other Terms of Operating Agreement. The
parties hereby agree that the Company shall continue as a limited liability company under the
Act by and between the continuing members and that the Company shall not be dissolved and
that its business and operations shall not be liquidated or wound up because of the transfer of
Assignor's Membership Interest in the Company to Assignee. Except for the substitution of
Assignee for Assignor as a member of the Company, the Operating Agreement shall continue in
full force and effect in accordance with its terms,unmodified in any other respect whatsoever.
8. Severability and Survival. Each provision of this Assignment is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall, to the greatest extent possible, not affect the legality or validity of
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Instrument Number:20180216000337 Document:A Rec:S79.00 Page-4 of 6 20120216000337,004
Record Date:2/16/20I8 9:52 AM Kin County.WA
the remainder of this Assignment. All of the terms, representations, warranties, and other
provisions of this Assignment shall survive and remain in effect after the date hereof.
9. Successors and Assigns. This Assignment shall bind and inure to the benefit of
the transferees, successors, assigns, heirs, beneficiaries, executors, administrators, members,
partners,shareholders,agents,employees,and representatives of each party hereto.
10. Controlling Law. This Assignment has been entered into in the State of
Washington, and this Assignment, including any rights, remedies, or obligations provided for
hereunder, shall be construed and enforced in accordance with the laws of the State of
Washington.
IN WITNESS WHEREOF, each of the undersigned parties has duly executed this
Assignment,effective as of the day and year first written above.
ASSIGNOR
." A- A1. -- 0241 f 4
KHANH C.LU DATE
14A - L/Cr 2411 i1
HOA LU-VO DATE
ASSIGNEE
/ /2
MELISSA J LUDATE
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Record Date:2/16/2018 9:52 AM King County,WA
Acknowledgement Form
State of(."-----","a6%t-,-- )
)ss.:
County of te---;,--C )
On the (5 day of e4e4c--, in the year 241efore me,the undersigned notary
/ .q4.-rr7
public,personally appeared 44,c.�7 Vit.i , personally known to me or proved
to me on the basis of satisfactory evidence to be the individual(s)whose name(s)is(are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their capacity(ies),and that by his/her/heir signature(s)on the instrument,the
individual(s),or the person upon behalf of which the individual(s)acted,executed the
instrument.
Notary Public
11/
State of Washiagton _ . �1otary Public
ROBERT AHOY ALVAREZ
rift COMMISSION EXPIRES
Fooruary 22.201L
Instrument Number:20180216000337 Document:A Rec:$79.00 Page-6 of 6 20180216000337006
Record Date:2/16/2018 9:52 AM King County.WA
Acknowledeement Form
State of /4)4,5/4 IL )
)ss.: Public 5 t Wananoton
YU HG LOUIE
County of 11ON
1 ) ( Mr Appointment Explra Mat 2.2019 t
On the I at day of - uor in the year'?OI ,before me,the undersigned notary
public,personally appeared frfe.RSSG lytt personally known to me or proved
to me on the basis of satisfactory evidence to be the individual(s)whose names)is(are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their capacity(ies),and that by his/her/their signature(s)on the instrument,the
individual(s),or the person upon behalf of which the individual(s)acted,executed the
instrument.
Notary Public