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LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT



This LLC Membership Interest Purchase Agreement (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME]  (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]


AND:  [BUYER NAME] (the "Buyer"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]

AND:  [COMPANY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]


WHEREAS, Buyer desires to purchase from [YOUR COMPANY NAME], (the First Party hereinafter)  and First Party desires to sell to [BUYER NAME], (the Buyer hereinafter) membership interests representing [NUMBER %] of the First Party membership interests as described in the New LLC Agreement (as defined herein) and a warrant representing the right to purchase, in certain circumstances, a [NUMBER %] interest (subject to adjustment as provided in the warrant) in the [SPECIFY] Business of First Party (as defined in such warrant), on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

PURCHASE AND SALE OF MEMBERSHIP INTERESTS

Sale and Purchase

At the Closing, Buyer shall purchase from First Party, and First Party shall sell and issue to Buyer, Class [SPECIFY] LLC Membership Interests in First Party representing [PERCENTAGE] of the outstanding First Party membership interests immediately after giving effect to consummation of this transaction (the "Membership Interests") and a warrant representing the right to purchase, in certain circumstances, an interest in the Internet Business of First Party in the form of Exhibit [SPECIFY] hereto (the "Warrant"), for an aggregate purchase price of [AMOUNT] (the "Purchase Price"), of which [AMOUNT] shall be allocated to the Warrant, and subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein (the "Sale and Purchase").

Closing

The Sale and Purchase shall take place on the date hereof at the offices of [SPECIFY] (which time and place are designated as the "Closing").


Deliveries at Closing

At the Closing, the parties shall, respectively, make the following simultaneous deliveries:

First Party shall deliver to Buyer: 

a certificate or certificates representing the Membership Interests, duly executed on behalf of First Party, 

the Warrant, duly executed on behalf of First Party, 

the Fourth Amended and Restated Limited Liability Company Agreement of First Party (the "New LLC Agreement"), in the form of Exhibit [SPECIFY] hereto, duly executed on behalf of First Party, [SPECIFY], [SPECIFY], [SPECIFY] and [SPECIFY] the "Existing Members"), and 

a cross receipt, duly executed on behalf of First Party, indicating receipt of the Purchase Price from Buyer.

Buyer shall deliver to First Party (i) the Purchase Price, by wire transfer of immediately available funds to an account or accounts designated by First Party, (ii) the New LLC Agreement duly executed on behalf of Buyer, and (iii) a cross receipt, duly executed on behalf of Buyer, indicating receipt of the Membership Interests and the Warrant from First Party.

The parties shall execute and deliver such other documents as are customary and reasonably necessary to consummate the transactions contemplated hereby.


REPRESENTATIONS AND WARRANTIES OF First Party

First Party hereby represents and warrants as follows:

Organization and Qualification

First Party is a limited liability company duly organized and validly existing under the laws of the State of [SPECIFY]. First Party has all requisite power and authority to carry on its business as currently conducted, other than such failures that would not reasonably be expected to have a material adverse effect on First Party's business, properties or financial condition (a "Material Adverse Effect"). First Party is duly qualified to transact business in each jurisdiction in which the failure to be so qualified would reasonably be expected to have a Material Adverse Effect.

Capitalization

As of the Closing, the outstanding equity of First Party will consist of Class [SPECIFY] membership interests, as set forth on Exhibit [SPECIFY] hereto. Other than such membership interests, as of the Closing, options to acquire Class A membership interests equal to approximately [PERCENTAGE] of the outstanding LLC interests are outstanding under the First Party Non-qualified Class [SPECIFY] LLC Unit Option Plan, the exercise of which options shall be dilutive, on a net treasury basis, only to the other holders of the Class [SPECIFY] Interests. In addition, upon a Conversion (as defined in the Third Amended and Restated Limited Liability Company Agreement of First Party (the "LLC Agreement")) and a subsequent public offering of the common stock of First Party's successor corporation, First Party intends to issue common stock pursuant to the First Party Phantom Performance Unit Plan, a true and correct copy of which has been provided to Buyer. On or prior to the initial public offering, First Party may issue additional options to acquire equity interests in First Party or the successor public company, provided that options for no more than an aggregate of [PERCENTAGE] of the fully-diluted equity shall be dilutive to Buyer as of the initial public offering. Except as set forth above and in the LLC Agreement and the New LLC Agreement, there are no outstanding rights, options, warrants, preemptive rights, rights of first refusal or similar rights for the purchase or acquisition from First Party of any equity interest in First Party. Assuming the accuracy of the representations of Buyer and Second Party contained herein, all outstanding equity interests have been issued in compliance with state and federal securities laws.

Subsidiaries

Except for [SPECIFY], Inc., a [STATE] corporation, First Party does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity. First Party is not a participant in any joint venture, partnership, or similar arrangement.

Authorization

As of the Closing, all action on the part of First Party, its officers, directors and Existing Members necessary for the authorization, execution and delivery of this Agreement, the New LLC Agreement, the Warrant and the performance of all obligations of First Party hereunder and thereunder shall have been taken, and this Agreement, the New LLC Agreement and the Warrant, assuming due execution by the parties hereto and thereto, will constitute valid and legally binding obligations of First Party, enforceable in accordance with their respective terms, subject to: 

judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and 

bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors' rights.

Valid Issuance of Membership Interests and the Warrant

The Membership Interests and the Warrant, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, shall be duly and validly issued and will be free of restrictions on transfer directly or indirectly created by First Party other than restrictions on transfer under this Agreement, the terms of the Warrant, the New LLC Agreement and under applicable state and federal securities laws.

Governmental Consents

No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of First Party is required in connection with the offer, sale or issuance of the Membership Interests and the Warrant, except for the following: 

the filing of such notices as may be required under the [YOUR COUNTRY] Securities [ACT/LAW/CODE], as amended (the "Securities Act"); 

the filing of a notice of exemption pursuant to Section [NUMBER] of the [STATE] Corporate Securities Law, as amended (the "[STATE] Securities Law"), which shall be filed by First Party following the Closing; and 

the compliance with any other applicable state securities laws, which compliance will have occurred within the appropriate time periods therefore.



Litigation

There are no actions, suits, proceedings or investigations pending or, to the best of First Party's knowledge, threatened before any court, administrative agency or other governmental body against First Party which questions the validity of this Agreement, the New LLC Agreement or the Warrant, or the right of First Party to enter into any of them, or to consummate the transactions contemplated hereby or thereby, or which would reasonably be expected to have a Material Adverse Effect. First Party is not a party or subject to, and none of its assets is bound by, the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which would reasonably be expected to have a Material Adverse Effect.

Employees

Except as set forth on Schedule 2.8 hereto, First Party is not a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation agreement or arrangement with any collective bargaining agent. Except for [SPECIFY], who is a member of the [SPECIFY], no employee of First Party is represented by any labor union or covered by any collective bargaining agreement. There is no pending or, to the best of First Party's knowledge, threatened labor dispute involving First Party and any group of its employees.

Intellectual Property

First Party has sufficient title to and ownership of, or other rights to use, all trade secrets, and, to its knowledge, copyrights, information, proprietary rights, trademarks, service marks and trade names in each case necessary for its business as now conducted without any material conflict with or infringement of the rights of others, except where such failures or conflicts would not reasonably be expected to have a Material Adverse Effect. Except for license agreements entered into in the ordinary course of business or otherwise as set forth on Schedule 2.9 hereto, there are no material outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is First Party bound by or a party to any material options, licenses or agreements of any kind with respect to the trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. First Party has not received any written, or to its knowledge, oral communications alleging that First Party has violated or, by conducting its business as proposed, would violate any of the trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, except for such violations as would not reasonably be expected to have a Material Adverse Effect.

Compliance with Other Instruments

First Party is not in violation or default of any provision of its Certificate of Formation or the LLC Agreement, each as in effect immediately prior to the Closing, except for such failures as would not reasonably be expected to have a Material Adverse Effect. First Party is not in violation or default of any provision of any material instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation to which it is a party or by which it or any of its properties or assets are bound which would reasonably be expected to have a Material Adverse Effect. To the best of its knowledge, First Party is not in violation or default of any provision of any federal, state or local statute, rule or governmental regulation which would reasonably be expected to have a Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement, the New LLC Agreement and the issuance and sale of the Membership Interests and Warrant, will not result in any such violation, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision (other than any consents or waivers that have been obtained), or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of First Party pursuant to any such provision.

Permits

First Party has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which would reasonably be expected to have a Material Adverse Effect. First Party is not in default in any material respect under any of such franchises, permits, licenses, or other similar authority.

Environmental and Safety Laws

To the best of its knowledge, First Party is not in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, except for such violations as would not reasonably be expected to have a Material Adverse Effect.

Registration Rights

Except as provided in the New LLC Agreement and its predecessor agreements, First Party has not granted or agreed to grant any registration rights, including piggyback rights, to any person or entity.

Title to Property and Assets

Except as set forth on Schedule 2.14, First Party has good and marketable title to all of properties and assets owned by it, free and clear of all mortgages, liens and encumbrances, except liens for current taxes and assessments not yet due and possible minor liens and encumbrances which do not, in any case, materially detract from the value of the property subject thereto or materially impair the operations of First Party. With respect to the material property and assets it leases, First Party is in material compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of all liens, claims or encumbrances, except for such liens, claims or encumbrances which would not materially impair the operations of First Party. First Party's material properties and assets are in good condition and repair, in all material respects, for the purposes for which they are currently used, ordinary wear and tear excepted.

Financial Statements

First Party has delivered to Buyer (a) an audited consolidated statement of financial position and statement of operations of First Party as of and for the fiscal year ended [DATE], and (b) an unaudited consolidated statement of financial position and statement of operations of First Party as of and for the [NUMBER]-month period ended [DATE] (together with the notes thereto, the "Financial Statements"). The Financial Statements fairly present, in all material respects, the financial position and results of operations of First Party as of the dates and for the periods indicated, subject in the case of the [DATE] Financial Statements, to normal year-end adjustments. Except as set forth on Schedule 2.15, First Party has no material liabilities or obligations which are not reflected or reserved against in the [DATE] statement of financial position (the "First Party Balance Sheet") which would be required to be reflected thereon if prepared as of the date hereof in accordance with [YOUR COUNTRY] generally accepted accounting principles, except for liabilities or obligations incurred since the date of the First Party Balance Sheet in the ordinary course of business or which are not material.

Agreements; Actions

Except for agreements described herein and in the New LLC Agreement, and the employment agreements and other agreements set forth on Schedule 2.16(a) hereto, there are no agreements, understandings or proposed transactions between First Party and any of its officers, directors, affiliates, or any affiliate thereof.

Other than the LLC Agreement, the Integrated Agreement with Respect to Employment and Property Services, License and Non-Competition Matters, by and between [SPECIFY] and First Party, dated as of [DATE], the Loan Agreement for a principal amount of [AMOUNT] between [BANK NAME] and First Party, dated as of [DATE], and agreements entered into in the ordinary course of business consistent with past practice, there are no agreements, understandings, instruments, contracts, judgments, orders, writs or decrees to which First Party is a party or by which it is bound that involve (i) obligations of, or payments by First Party in excess of, [AMOUNT], (ii) provisions restricting the development, manufacture or distribution of First Party's products or services or (iii) indemnification by First Party with respect to infringement of proprietary rights.

Except as reflected in the Financial Statements or set forth on Schedule 2.16(c), since [DATE], First Party has not (i) incurred indebtedness for money borrowed in excess of [AMOUNT] individually or [AMOUNT] in the aggregate, or (ii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory and license agreements in the ordinary course of business.

Tax Returns and Audits

Except as would not reasonably be expected to have a Material Adverse Effect, First Party (a) is characterized as a partnership for [COUNTRY] federal income tax purposes, and (b) has prepared and filed all [COUNTRY] federal, state and local income tax returns required to be filed by it. To the best of First Party's knowledge, no deficiency assessment or proposed adjustment by any taxing authority to First Party's federal, state, or local income taxes is pending.

Draft Prospectus

First Party has previously provided to Second Party drafts of the prospectus of [SPECIFY] that First Party intends to include as part of such entity's registration statement on Form [SPECIFY]. The most recent such draft provided to Second Party has been prepared in good faith by First Party, and, in the judgment of First Party's senior management, accurately and fairly describes in all material respects the historical businesses of First Party as they exist on the date thereof, provided that First Party makes no representation or warranty herein with respect to any forward-looking statements contained in such draft.

No Implied Representations

Except as expressly set forth herein or in the New LLC Agreement or the Warrant, First Party makes no representations or warranties of any kind to Buyer.


Brokers or Finders

First Party has not agreed to incur, directly or indirectly, any liability for brokerage or finders' fees, agents' commissions or other similar charges in connection with this Agreement or any of the transactions contemplated hereby.


REPRESENTATIONS AND WARRANTIES OF BUYER AND SECOND PARTY

Buyer and Second Party hereby jointly and severally represent and warrant that:

Experience

Buyer and Second Party are experienced in evaluating companies such as First Party, are able to fend for themselves in transactions such as the one contemplated by this Agreement, have such knowledge and experience in financial and business matters that Buyer and Second Party are capable of evaluating the merits and risks of its prospective investment in First Party, and have the ability to bear the economic risks of the investment.

Investment

Buyer is acquiring the Membership Interests for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof. Buyer and Second Party understand that the Membership Interests have not been registered under the Securities Act or the [STATE] Securities Law, by reason of a specific exemption from the registration provisions of the Securities Act and the [STATE] Securities Law, respectively, which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. Buyer and Second Party further represent that they do not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any third person with respect to any of the Membership Interests. Buyer and Second Party understand and acknowledge that the offering of the Membership Interests pursuant to this Agreement will not be registered under the Securities Act nor under the state securities laws on the ground that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from the registration requirements of the Securities Act and any applicable state securities laws.

Rule [NUMBER]

Buyer and Second Party acknowledge that the Membership Interests must be held indefinitely unless subsequently registered under the [YOUR COUNTRY] Securities Act and any applicable state securities laws or an exemption from such registration is available and the transfer thereof is otherwise permitted under the New LLC Agreement. Buyer and Second Party are aware of the provisions of Rule [NUMBER] promulgated under the Securities Act that permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. Buyer and Second Party covenant that, in the absence of an effective registration statement covering the Membership Interests in question, Buyer will sell, transfer, distribute or otherwise dispose of (collectively, "Transfer") the Membership Interests only in a manner consistent with its representations and covenants set forth in this Section 3 and those set forth in the New LLC Agreement. In connection therewith, Buyer and Second Party acknowledge that First Party will make a notation on its books regarding the restrictions on transfers set forth in this Section 3 and will transfer Membership Interests on the books of First Party only to the extent not inconsistent therewith.

No Public Market

Buyer and Second Party understand that no public market now exists for the Membership Interests, and that there may never be a public market for the Membership Interests.
Access to Data

Buyer and Second Party have received and reviewed information about First Party and have had an opportunity to discuss First Party's business, management and financial affairs with its management and to review First Party's facilities. Buyer and Second Party understand that such discussions, as well as any written information provided by First Party, were intended to describe the aspects of First Party's business and prospects which First Party believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, First Party makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any entity other than First Party. Some of such information includes projections as to the future performance of First Party, which projections may not be realized, are based on assumptions which may not be correct and are subject to numerous factors beyond First Party's control.

Authorization

As of the Closing, all action on the part of Buyer and Second Party, and their respective officers, directors and partners necessary for the authorization, execution and delivery of this Agreement and the New LLC Agreement and the performance of all obligations of Buyer and Second Party hereunder and thereunder shall have been taken, and this Agreement and the New LLC Agreement, assuming due execution by the parties hereto and thereto, constitute valid and legally binding obligations of Buyer and Second Party, enforceable in accordance with their respective terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors' rights.

Compliance with Other Instruments

Neither Buyer nor Second Party is in violation or default of any provision of its certificate of incorporation or other organizational documents, as applicable, each as in effect immediately prior to the Closing, except for such failures as would not be reasonably expected to materially adversely effect the ability of Buyer and Second Party to perform their respective obligations under this Agreement (a "Buyer Material Adverse Effect"). Neither Buyer nor Second Party is in violation or default of any provision of any material instrument, mortgage, deed of trust, loan, contract, commitment, judgment, decree, order or obligation to which it is a party or by which it or any of its properties or assets are bound which would reasonably be expected to have a Buyer Material Adverse Effect. To the best of its knowledge, neither Buyer nor Second Party is in violation or default of any provision of any federal, state or local statute, rule or governmental regulation which would reasonably be expected to have a Buyer Material Adverse Effect. The execution, delivery and performance of and compliance with this Agreement and the New LLC Agreement will not result in any such violation, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision (other than any consents or waivers that have been obtained), or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of Buyer or Second Party pursuant to any such provision.

Accredited Investor

Each of Buyer and Second Party is an "accredited investor" as defined  Rule [NUMBER] of Regulation [SPECIFY] as promulgated by [YOUR COUNTRY] Securities and Exchange Commission under the [YOUR COUNTRY] Securities Act and shall submit to First Party such further assurances of such status as may be reasonably requested by First Party. For state securities law purposes, the principal address of both Buyer and Second Party is [SPECIFY].



COVENANTS

Confidentiality

First Party, Buyer and Second Party, and their respective officers, directors, partners and affiliates, agree to keep the terms and conditions of this Agreement and the transactions contemplated hereby confidential, and agree not to disclose to any party not a party to this Agreement or the New LLC Agreement any of the terms hereof, except as may be required by applicable law. Buyer and Second Party expressly acknowledge that each has received, and will receive in the future, Confidential Materials (as hereinafter defined), and that disclosure of such Confidential Materials to parties not a party to this Agreement would cause irreparable harm to First Party. Except with the prior written consent of First Party or as required by law, neither Buyer nor Second Party, nor their respective officers, directors, partners or affiliates, shall (i) disclose any Confidential Materials to any party not a party to this Agreement, or (ii) use any Confidential Materials for any purpose except in connection with their efforts on behalf of First Party. Buyer, Second Party and their respective officers, directors, partners or affiliates shall use their reasonable best efforts to preserve the confidentiality of all Confidential Materials. In the event that a party concludes that it is legally obligated to disclose any provision of this Agreement or any Confidential Materials, such party shall provide the other party with prompt written notice, and shall seek to limit the dissemination of such Confidential Materials. In the case of legal proceedings in which such disclosure is required, the parties shall cooperate to obtain an appropriate protective order limiting the disclosure of such material. The parties acknowledge that, in the event of a public offering of securities of First Party or any subsidiary, First Party may be required to disclose certain terms of this Agreement.

"Confidential Materials" means any information or materials, whether written or oral, tangible or intangible, (i) concerning First Party, its subsidiaries, businesses, markets, products, prospects, finances, principal shareholders and/or members, and (ii) which Buyer and/or Second Party develops, or with respect to which Buyer and/or Second Party gains access or knowledge, as a direct result of First Party's provision to Buyer and/or Second Party of information and/or materials. Notwithstanding the foregoing, the Confidential Material shall not include (A) information that was known to, and material that was in the possession of, Buyer and/or Second Party prior to the commencement of any negotiations with First Party, (B) information that is or becomes generally known to, and materials possessed by, the public at large or entities involved in the Internet Business (other than as a result of a breach of this agreement by Buyer and/or Second Party or by disclosure of any other party which Buyer and/or Second Party knows, or has reason to know, is under an obligation of confidentiality to First Party), (C) information or material acquired by Buyer and/or Second Party independently from a third party (other than a third party which Buyer and/or Second Party knows, or has reason to know, is under an obligation of confidentiality to First Party), and (D) information or material independently developed by Buyer and/or Second Party and not as a result of the disclosure of information or provision of materials by First Party. The Confidential Materials may include, but are not necessarily limited to, the following: concepts; techniques; data; documentation; research and development; customer lists; advertising plans; distribution networks; new product concepts; designs; patterns; sketches; planned introduction dates; processes; marketing procedures; "know-how"; marketing techniques and materials; development plans; names and other information related to strategic partners, suppliers, or vendors; pricing policies and strategic, business or financial information, including business plans and financial pro formas.

Business Development

First Party, Buyer and Second Party agree to act in good faith and use their reasonable best efforts in developing the Internet Business of First Party and maximizing the value to stockholders of such businesses and First Party as a whole. Without limiting the foregoing, in the event First Party determines that the public markets do not appropriately value its Internet Business as part as First Party as a whole, First Party shall investigate the consummation of a transaction designed to maximize the value of such businesses to its shareholders, which transaction could take the form of the creation of a publicly traded tracking (or letter) stock structured to track the value of such businesses, the transfer of the assets and liabilities relating to such businesses into a publicly traded subsidiary of First Party, or another strategic transaction. Buyer and Second Party shall assist First Party in developing the business plans and strategies for First Party's Internet Business and provide First Party with advice regarding the execution of these business plans and strategies. Second Party shall assist First Party in attracting and retaining key personnel for First Party's Internet Business and shall assist First Party in developing equity based compensation strategies relating thereto. First Party will establish an equity compensation program or other equity-based or "phantom" plan designed, in the judgment of the Board of Directors of First Party, to incentivize management of the Internet Business to maximize the value of the Internet Business consistent with the overall goals and objectives of the Board of Directors of First Party. Any actions taken with respect to the foregoing covenants shall be subject to the final decision of First Party, and, as applicable, the Board of Directors of First Party.

Restrictions on Transfer

Prior to the initial public offering, if any, of First Party or a successor entity, Buyer shall not, directly or indirectly, Transfer any Membership Interests, or any rights with respect thereto, except as permitted by the New LLC Agreement. Buyer shall not, directly or indirectly, on or prior to the [NUMBER]-year anniversary of the consummation of such an offering, Transfer any shares of common stock or other equity interests into which the Membership Interests are converted or exchanged (collectively, "Shares"), or any rights with respect thereto, provided, however, that, following the [NUMBER]-month anniversary of such offering, Buyer may distribute up to [PERCENTAGE] of the Shares it receives in such conversion or exchange to the limited partners or other fund participants in the relevant [SPECIFY] fund. The foregoing limitation shall not apply to any Transfer approved by the Board of Directors of First Party (or the successor entity), including a Transfer pursuant to a corporate transaction relating to First Party (or the successor entity) that is approved by such Board.

In the event that Buyer, or its permitted transferee, exercises the Warrant and receives shares of Common Stock (as defined in the Warrant), for the [NUMBER]-month period following receipt of such shares, Buyer shall not, directly or indirectly, Transfer any Shares (or rights in such Shares), except distributions to such entities described in the proviso in the second sentence of Section 4.3(a) and subject to the [PERCENTAGE] limitation set forth therein. The foregoing limitation shall not apply to any Transfer approved by the Board of Directors of First Party (or the successor entity), including a Transfer pursuant to a corporate transaction relating to First Party (or the successor entity) approved by such Board.

Buyer acknowledges and agrees that any certificates representing Membership Interests or other equity securities or Common Stock described in this paragraph may contain an appropriate legend reflecting the limitations described in this paragraph, and that First Party, or its transfer agent, may enter in its stock transfer books an appropriate stop-transfer order reflecting these provisions.



MISCELLANEOUS

Governing Law

This Agreement shall be governed in all respects by the laws of the State of [STATE], without regard to any provisions thereof relating to conflicts of laws among different jurisdictions.

Survival

The representations and warranties made herein shall survive the Closing for a period of [NUMBER] year, whereupon they shall cease and be of no further force and effect.

Successors and Assigns

Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto; provided, however, that the rights of Buyer to purchase the Membership Interests shall not be assignable without the consent of First Party. This Agreement shall not be construed so as to confer any right or benefit on any party not a party hereto, other than their respective successors, assigns, heirs, executors and administrators.

Entire Agreement; Amendment

This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof and supersedes all prior agreements and understandings relating thereto. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

Notices, Etc. 

All notices under this Agreement shall be sufficiently given for all purposes if made in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, facsimile or other electronic transmission, to following addresses and numbers. Notices to First Party shall be addressed to:

[SPECIFY ADDRESS] Attn: [SPECIFY NAME], [SPECIFY TITLE]

with a copy to:

[SPECIFY ADDRESS]

Attn: [SPECIFY NAME]

or at such other address and to the attention to such other person as First Party may designate by written notice to Buyer and Second Party. Notices to Buyer and Second Party shall be addressed to:

[SPECIFY] 

with a copy to:

[SPECIFY]

or at such other address and to the attention of such other person as Buyer and Second Party may designate by written notice to First Party.

Delays or Omissions

No delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default of the other party under this Agreement shall impair any such right, power or remedy of such first party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any holder of any breach or default under this Agreement, or any waiver on the part of any holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing or as provided in this Agreement.

Expenses

First Party, Buyer and Second Party shall each bear the expenses and legal fees incurred on their own behalf with respect to this Agreement and the transactions contemplated hereby.

Counterparts

This Agreement may be executed in any number of counterparts, each of which may be executed by only one party, which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

Severability; Enforcement

In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without such provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. The parties hereto agree that irreparable damage for which money damages would not be an adequate remedy would occur in the event that any of the provision of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that, in addition to any other remedies a party may have at law or equity, the parties shall be entitled to seek an injunction of injunctions to prevent such breached of this Agreement and to enforce specifically the terms hereof.






















IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.




YOUR COMPANY NAME        BUYER



                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title




COMPANY NAME        



              
Authorized Signature          


              
Print Name and Title          



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