Assignment of Membership Interests in DPAT-1, LLC by Silva, Berrett, and Peterson to Dental Patient Transition, Inc.
Michael Silva, Marlon Berrett, and Harry L. “Pete” Peterson, the sole owners of DPAT-1, LLC, have transferred all their membership interests in the company to Dental Patient Transition, Inc. As a result, Dental Patient Transition, Inc. becomes the sole member of DPAT-1, LLC. Any restrictions on transferring these interests in the LLC’s operating agreement are waived for this transaction. The agreement is effective as of January 22, 2007, and Dental Patient Transition, Inc. agrees to join the LLC’s operating agreement as amended.
Exhibit 10.1
ASSIGNMENT OF MEMBERSHIP INTERESTS
Michael Silva, Marlon Berrett, and Harry L. Pete Peterson (collectively, the Members) are the sole owners of all of the outstanding membership interest in and to DPAT-1, LLC (the Membership Interest). The Members hereby assign, transfer and convey to Dental Patient Transition, Inc. all of the Membership Interest in DPAT-1, LLC so that immediately after this assignment is effective Dental Patient Transition, Inc. will be the sole member of DPAT-1, LLC, a Utah limited liability company. In addition, to the extent that the Operating Agreement of DPAT-1, LLC contains restrictions on the transferability of the Membership Interest, the parties hereby waive those restrictions with respect to this transaction.
| EFFECTIVE the 22nd day of January, 2007. |
/s/ Michael Silva |
| /s/ Marlon R. Berrett |
Michael Silva |
| Marlon R. Berrett |
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| /s/ Harry L. Peterson | |
| Harry L. Pete Peterson |
Dental Patient Transition, Inc. hereby accepts the foregoing assignment. Dental Patient Transition, Inc. further agrees that Dental Patient Transition, Inc. shall hereby become a party as a Member to the First Amended and Restated Operative Agreement of DPAT-1, LLC, as amended from time to time.
| EFFECTIVE the 22nd day of January, 2007. |
| Dental Patient Transition, Inc. | |
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| By: | /s/ Marlon R. Berrett |
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| Marlon R. Berrett, President |
AGREED AND APPROVED:
DPAT-1, LLC
By: | /s/ Marlon R. Berrett |
| Marlon R. Berrett, President of Dental |
| Cooperative, Inc., the Manager |