MEMBERSHIP UNIT PURCHASE AGREEMENT

This Membership Unit Purchase Agreement (this “Agreement”) dated effective as of the _____ day of __________ [YEAR] (the “Effective Date”) is entered into by and among [INDIVIDUAL], an individual [STATE] resident (“[INDIVIDUAL]”) and [COMPANY], a [STATE] limited liability company with an address at [ADDRESS] (“[COMPANY]”). ([INDIVIDUAL] and [COMPANY] are each referred to herein individually as a “Party” and collectively as the “Parties”).

RECITALS

WHEREAS, [INDIVIDUAL] owns Two Hundred and Eighty-five Thousand, Nine Hundred units ([UNITS], the “Units”) in [COMPANY];

WHEREAS, [INDIVIDUAL] wishes to sell back to [COMPANY], and [COMPANY] desires to purchase back from [INDIVIDUAL], the Units upon the terms and conditions set forth in this Agreement;

WHEREAS, [COMPANY] shall enter into a promissory note (the “Note”) to pay [INDIVIDUAL] the Purchase Price as set forth herein.

NOW, THEREFORE, for good and valuable consideration, including the covenants and promises set forth herein and the above Recitals which are incorporated herein and made a part of this Agreement, the Parties hereby agree as set forth below:

AGREEMENT

PURCHASE AND SALE

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, [INDIVIDUAL] hereby sells, assigns, transfers, conveys and delivers to [COMPANY], and [COMPANY] hereby purchases, acquires and accepts from [INDIVIDUAL], free and clear of Encumbrances, all of [INDIVIDUAL]’s right, title and interest in, at the time of Closing, the Units.

PURCHASE PRICE

The aggregate purchase price for the Units shall be [AMOUNT], (the “Purchase Price”). [COMPANY] shall pay the Purchase Price to [INDIVIDUAL] pursuant to the terms and conditions of the promissory note attached hereto as Exhibit A (the “Note”) by wire transfer or then immediately available funds to the account or accounts designated by [INDIVIDUAL].

GENERAL REPRESENTATIONS AND WARRANTIES OF THE SELLER

[INDIVIDUAL] hereby represents and warrants to [COMPANY] that the following statements are true and correct as of the date hereof and shall be true as of the Closing Date: