SECOND AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF THE CHOSEN, LLC
Exhibit
(2)(e)
SECOND AMENDMENT TO
AMENDED AND RESTATED
OF
THE CHOSEN, LLC
THIS
SECOND AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT (this
“Second
Amendment”) of THE CHOSEN, LLC, a Utah limited
liability company (the “Company”), is
made as of the 23rd day of May, 2018 (“Effective
Date”), by and between the Company and The Chosen
Productions, LLC, a Utah limited liability company (the
“Member”), as
the sole member of the Company. Unless
otherwise indicated, capitalized words and phrases used in this
Second Amendment shall have the meanings set forth in the Operating
Agreement (as defined below).
RECITALS
A.
The Company was duly organized on October 24, 2017 as a limited
liability company under Utah law and is governed by that certain
Amended and Restated Operating Agreement dated March 6, 2018 (the
“Original
Agreement”), as amended by that certain First
Amendment to the Amended and Restated Operating Agreement dated
April 25, 2018 (the “First
Amendment,” and together with the Original Agreement,
the “Operating
Agreement”).
B.
The undersigned desires to amend the Operating Agreement as set
forth below.
AMENDMENT
NOW,
THEREFORE, for and in consideration of the mutual covenants
contained in this Second Amendment and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Article XI of the Operating Agreement is hereby deleted in its
entirety and replaced with [Reserved].
2. Section
12.9 of the Operating Agreement is hereby deleted in its entirety
and replaced with the following:
B. All
amendments to this Agreement will be in writing and signed by the
Manager upon approval by the Members holding a Majority
Interest.
3. This
Second Amendment shall be deemed to amend the Operating Agreement
and, to the extent of any conflict therewith, supersedes the
provisions thereof. All remaining terms and conditions of the
Operating Agreement not modified by this Second Amendment shall
remain in full force and effect, and the Member hereby ratifies and
confirms the Operating Agreement, as hereby amended, in all
respects.
4.
The laws of the State of Utah shall govern the validity of this
Second Amendment and the construction and interpretation of its
terms.
[Signatures on Following Page]
IN
WITNESS WHEREOF, the Member has executed this Second Amendment on
the date first written above.
MEMBER:
THE
CHOSEN PRODUCTIONS, LLC
By:
/s/ Xxxxxx
Eves__________________
Name:
Xxxxxx Xxxx
Title:
Manager
