HomeMy WebLinkAboutA 2018021600033720180216000337.001
Instrument dumber: 201802161HHk337 Diwunlent:A Rec: $79.00 Page-1 af6
Record Dale:2l1612018 9:52 AM
Electrxwicalb Rceurded King County. WA
AFTER RECORDING MAIL TO:
Name 3r0 and Williams, LLC
Address 13414 SE $5- St,
City/State Newcastle, WA 98059
Document Title(s): --
1. Assignment of Membership Interest of 316 and Williams, LLC
Reference Numbers) of Documents Assigned or released:
Grantor(s):
1. Khanh C. Lu
2, Hoa Lu-Vo
) Additional information on page of document
Grantee(s):
1. Melissa tune Lu
2.
] Additional information on page of document
1 ST AM
] Complete legal description is on page of document
Instrument Number: 2018021649HF337 Dncumcnt:A lice: S79AN1 P;rl;e-2 of
Record I1ate:2116120tS 9:52 AM Kin
County, WA
20180216€00337.002
ASSIGNMENT OF
MEM13ERSEIIE INTEREST OF
3RD AND WILLIAMS, LLC
This Assi;gnrnmt of Membership Interest of 3RD AND WILLIAMS, LLC: (the
"Assignment') is made and effective as of the 21 st day Qf December 2017, by and among
K1r1ANH C. LU AND HOA LU-VO (Collectively "Assigoo "), and lvIELISSA JUNIE Lli
("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 "Cam'), 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 4r}o!o 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 icons 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 bcreby assigns, conveys, transfers and
delivers to Assignee, its sueeessors 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 stature 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.
Instrument Number: 201802161100337 DocumencA Rec: S79.tN1 Parke-3 of
Record Date: 211612418 9:52 AM ]Ling County, WA _
20180216000337.003
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 Mcrnbcrship 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 Jntcrest 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 Corn pan y.
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. Remised 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:
Narne of Mernber Membership Interest Percentage
MELISSA JUNE LU 49.0%
K14ANH C. LU AND HOA LU-VO 51.Q°fo
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, Severabilq and Survival. Each provision of this Assignment is intended to be
severable. If any terra 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
2
Instrument Number: 2018021649HP337 Dncumcnt:A Rec: 579.tN1 P�kge-4 of
Record Datc:211612018 9:52 AM Kin
County, WA
20180216000337.004
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 cash 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 Mate 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
"J� e-v� -
1KHATNH C. LU
w - 0 a
HOA LU-VO
ASSIGNEE
MELISSA JUN LU
a' 1 t
DATV
DATE
. W!
DATE
Instrument Numher: 2018021649HF337 Documcnt:A Rec: 579AN1 Nkge-5 of
Record Date:211612018 9:52 AM Kinty County. A
20180216000337.O05
AeknoswJe[i eenellt Form
State of ( ^-- )
)ss.:
County of �)
On the ! day of in the year efore rue, the undersigned notary
public, personally appeared personally known to rno or proved
to me on the basis of satisfactory evidence to be the individuals) whose namc(s) is (arc)
subscribed to the within instrument and acknowledged to me that hefsbelthey executed the same:
in his}hesltheir capacity(ies), and that by hisihnrlthcir signature(s) on the instrument, the
iridividual(s), or the person upon behalf of which the individual(s) acted, executed the,
instrument.
HOWY Fublie
Srate 4f W9511inglon Lary Public
ROBERT ANTHONY ALVARIZ
My CpMMISSION ExPIAES
February 22, 20113
Instrument Number: 241841,21649HP337 Dncument:A Rec: S79.tN1 P;Lge-6 of
Record Date: 211612418 9:52 A H King Cou nt►•. WA
20180216000337.006
Aeknowl<edeement Form
k
State of f
)ss— Natary Public
state of wasninpron
DfrY YU HONG tJQUIE
County My 11Rpolntmedt Expires Mae 2. 2019
On the II J-� day of in the year, before me, the undersigned notary
ptablic, personally appeared t',`,, O , personally known to me or proved
to me on the basis of satisfactory evidence to be the individuals) whose narne(s) is (are)
subscribed to the within instrument and acknowledged to me that helshelthey executed the same
in hislherltheir capacity(ies), and that by hislherltheir signature(s) on the instrument, the
individual(s), or the person upon behalf ofwhich the individuals) acted, executed the
irhstr ument.
Notary Public,