AMENDMENT TO OPERATING AGREEMENT OF SENSUS HEALTHCARE, LLC, DATED AS OF FEBRUARY 28, 2012
Exhibit 3.4
AMENDMENT TO OPERATING AGREEMENT
OF
SENSUS HEALTHCARE, LLC,
DATED AS OF FEBRUARY 28, 2012
AMENDMENT TO THE OPERATING AGREEMENT
OF
SENSUS HEALTHCARE, LLC
This Amendment to Operating Agreement (“Amendment”) is made and entered into as of the 28th day of February , 2012 (“Effective Date”), by Sensus Healthcare, LLC, a Delaware limited liability company (the “Company”).
WHEREAS, the Company is governed by that certain Operating Agreement effective as of September 30, 2010 (the “Agreement”); and
WHEREAS, this Amendment is intended to clarify the Agreement as to the Percentage Interests of the Members as of the Effective Date and otherwise amend the Agreement as set forth herein.
WHEREAS, pursuant to the provisions of Section 10.02(b) of the Agreement, the Board of Directors of the Company may amend the Agreement to reflect changes set forth herein; and
WHEREAS, capitalized terms used and not otherwise defined herein have the respective meanings assigned to them in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in the Agreement and in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Agreement is hereby amended as follows:
1. The parties agree that the recitals are true and accurate and hereby incorporate the recitals into this Amendment.
2. Section 5.01(b). The first sentence of Section 5.01(b) is hereby amended to replace the word “may” with the word “shall”.
3. Schedule A. Schedule A currently attached to the Agreement shall be deleted in its entirety and shall be replaced with Schedule A attached hereto and made a part hereof.
4. Except as modified by this Amendment, all of the provisions of the Agreement shall remain unchanged and in full force and effect.
[Signatures on the following page]
| Exhibit 3.4 |
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.
| THE COMPANY: | ||
SENSUS HEALTHCARE, LLC | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Xxxxxx X. Xxxxxxx, President | ||
| EXHIBIT “A” As of February 24, 2012 | |||
| Name | Non-Cash Contributions Subject to 8% Preferred Return |
Initial Capital Contributions Subject to 8% Preferred Return |
Percentage Interest Excluding Warrants |
| Xxxxxx X. Xxxxxxx, Initial Member | $150,000 | $ -0- | 20.43% |
| Xxxxxxx Xxxxx and Xxxxx Xxxxx, Initial 11ember | $ 50,000 | $ -0- | 12.52% |
| Xxxxxxx Xxxxx, Initial Member | $ 50,000 | $ -0- | 12.52% |
| Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx, Initial Member | $ 50,000 | $ -0- | 12.52% |
| Xxxxxxx X. Xxxxxx (CFO) | $ -0- | N/A | 4.00% |
| Employee Pool (Reserved, Available) | $ -0- | N/A | 1.00% |
| Xxxx Xxxxxxx, Board Member | $ -0- | N/A | 0.30% |
| Xxxxxx O'Rear, Board Member | $ -0- | N/A | 0.30% |
| Xxxx Xxxxxxxx, Board Member | $ -0- | N/A | 0.30% |
| Xxxxxx Xxxxxxxx, Medical Advisory Board Member | $ -0- | N/A | 0.30% |
| Xxxxxxx X. Xxxxxx, Xx. (Referral Agent) | $ -0- | N/A | 1.80% |
| **6% Warrants have been drafted, but not issued and shall dilute Initial Members only | |||
| The Offering - Private Placement completed March 31, 2011 - All Investors | $ -0- | $6,416,500 | 34.00% |
| Detail Members | Non-Cash Contributions Not Subject to 8% Preferred Return |
Initial Capital Contributions Subject to 8% Preferred Return |
Percentage Interest |
