FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT OF THE CHOSEN, LLC
Exhibit (2)(d)
FIRST AMENDMENT TO
AMENDED AND RESTATED
OF
THE CHOSEN, LLC
THIS
FIRST AMENDMENT TO AMENDED AND RESTATED OPERATING AGREEMENT (this
“First
Amendment”) of THE CHOSEN, LLC, a Utah limited
liability company (the “Company”) is
made as of the 25th day of April, 2018 (“Effective
Date”), by and among 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
First Amendment shall have the meanings set forth in the Operating
Agreement.
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 “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 First Amendment and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Paragraph B of the recitals of the Operating Agreement is hereby
deleted in its entirety and replaced with the
following:
B. On
December 7, 2017, Xxxxxx Xxxx, as the Manager of the Company, and
Xxxxx Xxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxx and
Xxxx Xxxxx, as the Members of the Company, executed an Operating
Agreement for the Company.
2. Section
1.9 of the Operating Agreement is hereby deleted in its entirety
and replaced with the following:
1.9 “Class
A Preferred Face Value” shall mean $1.00 per Class A
Preferred Unit.
3. Section
12.4 of the Operating Agreement is hereby deleted in its entirety
and replaced with the following:
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12.4 Jurisdiction.
Each Member hereby consents to the exclusive jurisdiction of the
state and federal courts sitting in Utah in any action on a claim
arising out of, under, or in connection with this Agreement or the
transactions contemplated by this Agreement. Each Member further
agrees that personal jurisdiction over him or her may be effected
by service of process by registered or certified mail addressed to
the address provided in Exhibit A of this Agreement, and that when
so made shall be as if served upon him or her personally with the
State of Utah.
4. Section
12.5 of the Operating Agreement is hereby deleted in its entirety
and replaced with [Reserved].
5. The
word “MANAGER” in the signature caption of The Chosen
Productions, LLC is hereby deleted and replaced with the word
“MEMBER.”
6. Exhibit
A of the Operating Agreement is hereby deleted in its entirety and
replaced with the following:
|
Member and Address
|
|
Percentage of Membership Interests
|
|
Class A Preferred Units
|
|
Common Units
|
|
The
Chosen Productions, LLC
0 X
0000 X, Xxxxx 0
Xxxxxxxxx, XX
00000
|
|
100%
|
|
N/A
|
|
13,900,000
|
|
TOTAL
|
|
100%
|
|
N/A
|
|
13,900,000
|
7. This
First 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 First Amendment shall
remain in full force and effect, and the Member hereby ratifies and
confirms the Operating Agreement, as hereby amended, in all
respects.
8.
The laws of the State of Utah shall govern the validity of this
First Amendment and the construction and interpretation of its
terms.
[Signatures on Following Page]
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IN
WITNESS WHEREOF, the Member has executed this First Amendment on
the date first written above.
MEMBER:
THE
CHOSEN PRODUCTIONS, LLC
By:
/s/ Xxxxxx
Eves__________________
Name:
Xxxxxx Xxxx
Title:
Manager
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