Sale and Assignment of a Majority Ownership Interest in a Limited Liability Company Pursuant to an Installment Sales Agreement and Retaining a Security Interest in the Membership Interest Being Sold and Assigned Until Paid

Agreement made on the [DATE] (date), between [INDIVIDUAL] (Name of Seller)of [ADDRESS], [LOCATION], [COUNTY], [STATE] [ZIP] (street address, city, county, state, zip code), referred to herein as Assignor, and [INDIVIDUAL] (Name of Buyer)of [ADDRESS], [LOCATION], [COUNTY], [STATE] [ZIP] (street address, city, county, state, zip code), referred to herein as Assignee.

Whereas, Assignor is Member in the limited liability company known as [COMPANY] (Name of Limited Liability Company), hereinafter called the LLC, which was established for the purpose of (briefly describe purpose of LLC) [SPEC]; and

Whereas, the LLC is governed by an Operating Agreement dated [DATE] (date), a true and correct copy of which is attached hereto as Exhibit A; and

Whereas, Assignor desires to sell and assign to Assignee [UNITS] (number) units in the LLC, which will represent a (e.g., 70%) 20% membership interest in the LLC; and

Whereas, Assignee desires to purchase said number of units in the LLC;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Purchase Price

The total purchase price for said membership interest in the LLC shall be [AMOUNT] (dollar amount), with [AMOUNT] (dollar amount) to be paid upon the execution of this agreement and the remaining sum of [AMOUNT] (dollar amount) plus interest at the rate of [RATE] (interest percentage) per annum to be paid in [UNITS] (number) payments of [AMOUNT] (dollar amount). Assignor promises to pay this debt in regular monthly payments on the first day of each month and to pay the debt in full not later than [DATE] (date of maturity).

2. Assignment of Membership Interest

Assignor, by this instrument, sells and assigns to Assignee twenty (number) units in the LLC, which will represent a (e.g., 70%) 20% membership interest in the LLC.

3. Authorization by Members

Assignor hereby guarantees and warrants that this sale and assignment has been duly authorized by the Members of the LLC, pursuant to the terms of the Operating Agreement, and said Members have also agreed, pursuant to the terms of the Operating Agreement, that Assignee will become the Managing Member in the LLC upon the execution of this Agreement.

4. Warranties and Guaranty by Assignor