FIRST AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT
Exhibit 1-B
FIRST AMENDMENT OF LIMITED LIABILITY COMPANY AGREEMENT
Energea Global LLC (“Energea Global”), acting in its capacity as the manager of Energea Portfolio 2 LLC, a Delaware limited liability company (the “Company”), hereby adopts the following amendments of the Company’s Limited Liability Company Agreement dated January 13, 2020 (the “LLC Agreement”).
1. Amendment of Section 3.4. Section 3.4 of the LLC Agreement is hereby amended as follows:
3.4 Membership Interest as Securities
3.4.1 All Shares in the Company shall be “securities” governed by Article 8 of the Uniform Commercial Code in any jurisdiction (a) that has adopted revisions to Article 8 of the Uniform Commercial Code substantially consistent with 1994 Revisions to Article 8 adapted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (b) whose law may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Shares in the Company.
3.4.2 Members shall receive a certificate in such form as attached hereto as Annex I and as prescribed by any applicable law, which certificate shall certify the interest of the Members in the Company.
2. Addition of Annex I. The Agreement shall be amended by adding Annex I hereto as Annex I to the Agreement.
3. Addition of Section 5.7. A new section 5.7 is hereby added to the LLC Agreement as follows:
5.7 Removal of Manager by Lender.
5.7.1 In General. The Manager may, on behalf of the Company, enter into an agreement with a lender that allows the lender to remove the Manager in the event of a default under the loan and replace the Manager with a person designated by the lender.
5.7.2 No Effect on Ownership. The removal of the Manager pursuant to this section 5.7 shall not, of itself, affect the Manager’s ownership of Common Shares.
4. Addition of Section 8.8. A new section 8.8 is hereby added to the LLC Agreement as follows:
8.8 Pledge of Common and/or Investor Shares by Manager. The Manager may (but shall not be required to) pledge all or any portion of its Common and/or Investor Shares as security for a loan made to the Company, and transfer such Common and/or Investor Shares to the lender in the event of a default under the loan.
DATED: December 3, 2020
| ENERGEA GLOBAL, LLC | ||
| By | /s/ Xxxxxxx Xxxxxxxxxxx | |
| Xxxxxxx Xxxxxxxxxxx, Manager | ||
| By | /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Manager | ||
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ANNEX I
CERTIFICATE OF MEMBERSHIP INTEREST IN
THIS CERTIFICATE HAS NOT BEEN REGISTERED AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933. AS AMENDED, OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THE HOLDER OF THIS CERTIFICATE, BY ITS ACCEPTANCE HEREOF, REPRESENTS THAT IT IS ACQUIRING THIS SECURITY FOR INVESTMENT AND NOT WITH A VIEW TO ANY SALE OR DISTRIBUTION HEREOF. ANY TRANSFER OF THIS CERTIFICATE OR ANY LIMITED LIABILITY COMPANY INTEREST REPRESENTED HEREBY IS SUBJECT TO THE TERMS AND CONDITIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT (AS DEFINED BELOW). A COPY OF SUCH AGREEMENT WILL BE FURNISHED BY THE COMPANY TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.
Certificate Number [_]
Energea Portfolio 2 LLC, a Delaware limited liability company (the “Company”), hereby certifies that [_________] (together with any permitted assignee of this Certificate, the “Holder”) is the registered owner of [______] Common Shares and [_____] Investor Shares of the limited liability company interests in the Company. The rights, powers, preferences, restrictions and limitations of the limited liability company interests in the Company are set forth in, and this Certificate and the limited liability company interests in the Company represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Operating Agreement of the Company made and entered into as of January 13th, 2020, as the same may be amended or restated from time to time (the “Limited Liability Company Agreement”). By acceptance of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the limited liability company interests evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Limited Liability Company Agreement. The Company will furnish a copy of the Limited Liability Company Agreement to the Holder without charge upon written request to the Company at its principal place of business. Transfer of any or all of the limited liability company interests in the Company evidenced by this Certificate is subject to certain restrictions in the Limited Liability Company Agreement and can be effected only after compliance with all of those restrictions and the presentation to the Company of the Certificate. The Company maintains books for the purpose of registering the transfer of limited liability company interests.
Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995.
This Certificate and the limited liability company interests evidenced hereby shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principals of conflicts of law.
IN WITNESS WHEREOF, the Company has caused this Certificate to be executed as of the date set forth below.
| ENERGEA PORTFOLIO 2 LLC | ||||
| Dated: | By: | |||
| Name: | ||||
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Audit Trail |
| TITLE | Energea Portfolio 2 LLC - Operating Agreement - First... | |
| FILE NAME | Energea Portfolio...nt (executed).pdf | |
| DOCUMENT ID | b081b44ea485c01e6c36f99ccd1c864e368ba3be | |
| AUDIT TRAIL DATE FORMAT | MM / DD / YYYY | |
| STATUS | ● Completed |
Document History
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12 / 11 / 2020 20:35:36 UTC |
Sent for
signature to Xxxxxxx Xxxxxxxxxxx (xxxx@xxxxxxx.xxx) and Xxxxx Xxxxxxx (xxxxx@xxxxxxx.xxx) from xxxxxxxx@xxxxxxx.xxx IP: 67.165.181.254 | ||
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12 / 11 / 2020 20:37:43 UTC |
Viewed by Xxxxx Xxxxxxx (xxxxx@xxxxxxx.xxx) IP: 177.59.24.57 | ||
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12 / 11 / 2020 20:38:00 UTC |
Signed by Xxxxx Xxxxxxx (xxxxx@xxxxxxx.xxx) IP: 177.59.24.57 | ||
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12 / 13 / 2020 03:13:36 UTC |
Viewed by Xxxxxxx Xxxxxxxxxxx (xxxx@xxxxxxx.xxx) IP: 96.66.66.221 | ||
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12 / 13 / 2020 03:14:03 UTC |
Signed by Xxxxxxx Xxxxxxxxxxx (xxxx@xxxxxxx.xxx) IP: 96.66.66.221 | ||
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12 / 13 / 2020 03:14:03 UTC |
The document has been completed. |
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