Buy-Sell Agreement (Comprehensive)

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Buy-Sell Agreement for use by members of a limited liability company. This agreement limits members' rights to dispose of their interests upon the occurrence of certain events (such a death or disability of a member).

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This Comprehensive Buy-Sell Agreement is between a limited liability company (the “Company”) and its members, which limits the members’ rights to dispose of their interests (shares, membership units or rights in the Company) upon the occurrence of certain events. This will ensure that the membership interests remain in the hands of the existing members and/or the Company rather than transferred to third parties. The events that would trigger this agreement include: (1) a member's death; (2) the disability, retirement or resignation of a member who is employed by the Company; (3) the termination, with or without cause, of a member's employment with the Company; or (4) the voluntary or involuntary sale or disposition of any interest owned by a member.

This Comprehensive Buy-Sell Agreement includes the following:
  • Parties: Sets forth the name of the limited liability company, its members and the trust company who will act as trustee;
  • Recitals: Names of the members, their company interest and that they desire to place certain restrictions on the transfer of company interests;
  • Restrictions on Transfers: Sets forth the specific restrictions on transfer of member interests, including those after a member's death, that this agreement binds any transferee, specific endorsement on any stock certificate and deposits of any ownership interests with the trustee;
  • Trustee Provisions: Provisions which govern trustee's actions under this agreement;
  • Purchase Price: Provisions include price upon receipt of bona fide offer, occurrence of other events or triggering events;
  • Payment of Purchase Price: Sets forth how payment will be made under all purchase price scenarios;
  • Signatures: All members of the limited liability company must sign this agreement in the presence of a notary public. /li>

Protect your rights and your company by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Comprehensive Buy-Sell Agreement between Members (Limited Liability Company)
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Comprehensive Buy-Sell Agreement between Members
(Limited Liability Company)

 

 
This Agreement is made and entered into as of ______, by and between ______, a[n] ______ limited liability company (the "Company"), and the individuals whose names are listed on the signature page below (hereinafter sometimes individually referred to as "Member" and collectively referred to as the "Members")*[, and ______ Trust Company, a domestic corporation with its principal place of business at ______, ______, ______  ______ (the "Trustee")]*.
 
Recitals
 
   A.   The respective interest of each Member in the Company is as follows:
 
Name
Interest
______
______%
 
 
[B.   The Members and the Company wish to provide for certain restrictions on the transfer of interests in the Company (each Member's interest in the Company is hereinafter sometimes referred to as his or her "Interest" and the interests of all the Members are sometimes collectively referred to as the "Interests "), and to create certain options and obligations for the purchase and/or sale of the Interests upon the occurrence of certain events, all as provided in this Agreement.]
 
OR
 
[B.   The Members and the Company believe it is in their best interest and that of the Company to restrict each Member's right to dispose of the Interests and all rights and interests therein now owned or hereafter acquired upon the occurrence of (1) a Member's death, (2) the disability, retirement or resignation of a Member who is employed by the Company, (3) the termination, with or without cause, of a Member's employment with the Company or (4) the voluntary or involuntary sale or disposition of any Interest owned by a Member (collectively, the "Triggering Events"); and the Members and the Company also believe it is in their best interest to provide for the redemption or purchase of the Interest when a Triggering Event occurs.]
 
NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other valuable consideration, receipt of which is hereby acknowledged, it is mutually agreed and covenanted by and among the parties to this agreement as follows:
 
1.   Restrictions on Transfers
 
1.1   Scope of Agreement
 
(a)   This Agreement shall apply to all transfers of Interests, either now owned or hereafter acquired, by the Members, whether voluntary, involuntary, or by operation of law, whether resulting from death, bankruptcy, insolvency, or otherwise.
(b)   It is understood by the parties hereto that the Interests owned by some of the Members are owned jointly by said Member and his or her spouse.  The parties hereto agree that the spouses of the respective Members shall in all respects be bound by this Agreement and that in the event that a Member is required to sell his/her Interest pursuant to this Agreement, the respective spouse must comply with this Agreement as to Interest owned by such spouse as if the Interest were owned by the Member and shall execute any and all documents required as a result thereof.  It is further understood and agreed by the parties hereto that the provisions of this Agreement which trigger an option or obligation to sell stock of the Company refer only to events relating to the said Members and will have no force or effect upon events relating to their respective spouses.
 
1.2   Restrictions on Transfer by Members
 
(a)   Except as otherwise provided in this Agreement or as agreed upon by the prior written consent of the other Members, no Member shall or may sell, exchange, deliver or assign, dispose of, bequeath or gift, pledge, mortgage, hypothecate or otherwise encumber, transfer, or permit to be transferred, whether voluntarily, involuntarily, or by operation of law (including, without limitation, the laws of bankruptcy, insolvency, intestacy, descent, and distribution and succession), all or any of the Interest which are now owned or hereafter acquired by such Member.
 
(b)   Notwithstanding the other provisions of this Agreement, in the event of the death of a Member, the Interest of the deceased Member may be transferred by testamentary instrument to the executor, administrator, personal representative, estate, distributee, or distributees of the estate of the deceased Member, provided that, as a condition precedent to the transfer of the Interest, the prospective transferee of the Interest shall:  (1) provide, or cause to be provided, to the Company, if requested by the Company, sufficient evidence of the legal right and authority of the prospective transferee to have the Interest so transferred and registered, and (2) comply with the provisions of this Agreement.  In the event that neither the estate of the deceased Member nor its distributees elect to acquire said Interest, the provisions of Section 4 herein shall be applicable to such Interest.
 
(c)   Any Interest transferred at the death of a Member by virtue of a will or the applicable intestacy laws to an individual (or to a trust whose sole beneficiary is an individual) who at the time of the death of the Member is a Member shall be exempt from the provisions of this Agreement, unless the devisee, legatee, or beneficiary, as the case may be, shall otherwise elect within [spelled number of days] (______) days after the notice of the buyout right required by Section 7.1 is delivered.
 
(d)   Any Interest transferred at the death of a Member by virtue of a will or the applicable intestacy laws to a member of the deceased Member's immediate family (or to a trust all of whose beneficiaries are members of the deceased Member's immediate family) shall be exempt from the provisions of this Agreement unless the devisee, legatee, or beneficiary, as the case may be shall otherwise elect within [spelled number of days] (______) days after the notice required by Section 7.1 is delivered.  For purposes hereof, the immediate family of a deceased Member shall mean the deceased Member's spouse, parents, lineal descendants (including adopted children and stepchildren), the spouse of any lineal descendant, and brothers and sisters.
 
(e)   Notwithstanding the other provisions of this Agreement, all or any portion of the Interest of a Member may at any time or times be transferred by the Member to any of the following (and such transfer shall be registered on the books of the Company):  (a) the Member's parent, spouse, brother or sister, natural or adopted lineal descendant, or spouse of such descendant; (b) any other Member; (c) the trustee of a trust, whether inter vivos or testamentary, of which only the Member and/or any person or persons named in (a) or (b) of this section is the beneficiary or beneficiaries; (d) a company, foundation, or other organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended ("Code"), or in a comparable successor provision, and exempt from income taxation under section 501(a) of the Code or under a comparable successor provision; or (e) the settlor or settlors or beneficiary or beneficiaries of a trust, but only if the trustee of such trust was previously a party to this Agreement as a Member; provided, however, that as a condition precedent to any transfer of the Interest as provided in this section, the transferee shall comply with the provisions of this Agreement.  In the event that any Member shall transfer any or all of his/her Interest to any person or entity pursuant to this section, and in the further event that the Member shall be required to transfer all of his/her Interest to the Company and/or any other Member pursuant to any provision of this Agreement, the transferee of the Member's Interest shall be required to transfer all of the Interest that are required to be transferred by the Member to the Company and/or the other Members upon the same terms and conditions as the Member.
 
(f)   Notwithstanding the other provisions of this Agreement, a Member may, in accordance with the provisions of this section, assign, pledge, mortgage, hypothecate, or otherwise encumber all or any of the Interest now owned or hereafter acquired by such Member in connection with any bona fide indebtedness owed by such Member; provided, however, that the following shall be an express written condition of any such assignment, pledge, mortgage, hypothecation, or other encumbrance.  If such Member should default in the payment of or in any other manner on the note or other obligation secured by the aforesaid assignment, pledge, mortgage, hypothecation, or other encumbrance, then the Company (and, to the extent the Company does not act, the other Members) shall have the right and power to cure such default (and to receive such assigned, pledged, mortgaged, hypothecated, or otherwise encumbered Interest as consideration therefor) in order to acquire title to such Interest and to prevent the sosecured creditor or creditors from taking title (either legal or equitable) to such Interest.
 
(g)   The following transfers are permitted and shall not be subject to any of the restrictions set forth in this Agreement:
 
(h)   Despite any provision of this Agreement to the contrary, if any permitted transferee of any donor Member tries to transfer any or all of his or her Interest received from that donor Member to anyone other than that donor Member and/or the permitted transferee's permitted transferees, or if any such Interest would be transferred, awarded, or confirmed to any such person (whether voluntarily, involuntarily, or by operation of law) were it not for the provisions of this paragraph, then that donor Member shall have the exclusive right to purchase any or all of the Interest that would be transferred but for this paragraph, during a period of [spelled number of days] (______) days after the Company receives notice specifying the name and address of the proposed transferee, the Interest proposed to be transferred, awarded, or confirmed, and any price for which the Interest is to be transferred, awarded, or confirmed or the permitted transferee's desire to transfer the Interest or of any event or occurrence that would cause the Interest to be transferred, awarded, or confirmed.  If the donor Member does not timely exercise this right, then the notice shall be considered to be the Offer Notice, and the Company and the Members (including the donor Member) shall have the right to purchase the Interest that would be transferred but for this paragraph as otherwise provided in the Agreement.
 
1.3   Agreement Binding Upon Transferees
 
In the event that, at any time or from time to time, any Interest is transferred to any party, other than the Company or any Member, pursuant to any provision hereof, the transferee shall take such Interest pursuant to all provisions, conditions, and covenants of this Agreement, and, as a condition precedent to the transfer of such Interest, the transferee shall agree, for and on behalf of him-/her- or itself, his/her/its legal representatives, and his/her/its transferees and assigns, in writing to be bound by all provisions of this Agreement as a party hereto and in the capacity of a Member.  In the event that there shall be any transfer to any person or entity pursuant to any provision of this Agreement and in compliance with the provisions of this Agreement, all references herein to the Members or to any Member shall thereafter be deemed to include such transferee, and the provisions of this Agreement shall thereafter be applicable to such transferee (and not the transferor Member).
 
1.4   Transfers in Violation of Agreement
 
Any purported sale, assignment, mortgage, hypothecation, transfer or pledge of, creation of a security interest in, lien or encumbrance on, gift, nonvoting trust, or any other disposition of any Interest by any Member or any successor to any Member that violates any provision of this Agreement, will be invalid, and any such Interest will not be entitled to vote or receive distributions thereon during the period of any such violation.  Such disqualifications will be in addition to, and not in substitution of, any other legal or equitable remedies to enforce such provisions.  The Company and its Members shall not be liable to any person for any action or refusal to act taken under the provisions of this subsection.
 
1.5   Specific Performance of Obligations
 
Strict compliance shall be required with each and every provision of this Agreement, it being understood and agreed that no Member shall have the right or power to sell or assign any of his/her Interest except in strict compliance with the procedures set forth in the Agreement.  The parties hereto agree that the Interests are unique, that failures to perform the obligations provided by this Agreement shall result in irreparable damage, and that specific performance of these obligations may be obtained by suit in equity.
 
1.6   Transfer Record
 
The Company shall keep a transfer book in which shall be recorded the name and address of each Member.  No transfer or issuance of any Interest shall be effective or valid unless and until recorded in the transfer book.  The Company agrees not to record any transfer or issuance of Interest in the transfer book unless the transfer or issuance is in strict compliance with all provisions of this Agreement.  Each Member agrees that, in the event he/she desires to make a transfer within the provisions hereof, he/she shall furnish to the Company such evidence of his/her compliance with this Agreement as may be reasonably required by the Managers of, or counsel for, the Company.
 
1.7   Endorsement on Certificates
 
Each certificate representing an Interest now or hereafter held by any Member shall bear any legend or legends required by applicable securities laws and, in addition thereto, shall bear a statement in substantially the following form:
 
"The voluntary or involuntary encumbering, transfer, or other disposition (including without limitation, any disposition pursuant to the laws of bankruptcy, intestacy, descent and distribution or succession) of the Interest evidenced by the within Certificate is restricted under the terms of an Agreement, dated [Date], by and among the Company and [Names of Owners], a copy of which Agreement is on file at the principal office of the Company.  Upon written request of either such Member of the Company, the Company shall furnish, without charge to such Member, a copy of such Agreement.  By accepting the Interest evidenced by this certificate the holder agrees to be bound by the Agreement."
 
1.8   Agreements by the Company
 
The Company agrees, for and on behalf of itself and its successors and assigns, that (1) it hereby consents to this Agreement; (2) it shall not issue, transfer, or reissue any Interest in violation of the provisions of this Agreement; and (3) all certificates representing Interests issued by the Company and held by any Member shall bear an endorsement in substantially the form specified in Section 1.7 hereof.
 
1.9   Condition Precedent to Admission of Transferee as Substitute Member
 
No person to whom an Interest is properly transferred under the terms of this Agreement shall be substituted as a new member of the Company in place of the transferring Member until each of the following conditions have been satisfied:
 
(a)   The transferee has agreed in a writing delivered to each remaining Members to assume all of the obligations and undertakings of the transferor under both this Agreement and the operating agreement of the Company as then in effect (the "Operating Agreement");
 
(b)   The transferee has paid a fee not to exceed $______ to cover the costs of preparing, executing and recording all pertinent documents;
 
(c)   The transferee has been elected a new Member by the unanimous affirmative vote of the remaining Members; and
 
(d)   Any other conditions specified in the Operating Agreement or any other agreement among the Members have been fully satisfied.
 
1.10   Effect of BuySell Events on Company
 
The occurrence of any event which triggers an option or obligation to purchase and sell a Member's Interest hereunder (the Member whose Interest is to be sold is referred to as the "Selling Member") will not dissolve the Company, and the Members (other than the Seller Member) will continue the business of the Company under the terms of the Operating Agreement.  The Selling Member (or his/her legal representative) will have the same rights (subject to the same limitations) as the Selling Member had before the event which triggered the option or obligation to purchase or sell the Interest, and shall be subject to the provisions herein with respect to the purchase and sale of the Selling Member's Interest.
 
1.11   Deposit of Interest
 
The Members agree to and hereby do deposit with the Trustee all of their respective Interests properly endorsed in blank, to be held and disposed of by the Trustee in accordance with this agreement.  Such endorsement and deposit shall not affect the right of the Member to vote the Interest and receive distributions thereon until such time as the full purchase price has been paid as herein provided.  All Interests later issued to any Member shall be endorsed in blank and deposited with the Trustee.  Each Member will continue to be the owner of the Interests which are endorsed as being subject to the terms of this agreement and shall be edntitled to exercise all the rights of ownership with respect to such Interest except to the extent such rights are modified by the terms of this agreement.  Upon the termination of this agreement for any cause set forth in this agreement, the Trustee shall deliver all the certificates for Interests deposited by each Member to such Member, or the legal representative of his or her estate.
 
]*2.   Voluntary Lifetime Transfers
 
2.1   Receipt of Bona Fide Offer
 
(a)   In the event that any Member shall receive a Bona Fide Offer (as defined below) to purchase all, but not less than all, of such Member's Interest and in the further event that the Member shall desire to accept the Bona Fide Offer, the Member (the "Offering Member") shall promptly send notice to the Company in accordance with Section 7.1, and the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the Offering Member's Interest at the price and on the other terms set forth in Sections 8 and 9.
 
[(b)   For purposes hereof, an offer shall only be considered to be a "Bona Fide Offer" if it is accompanied by a bank or certified check in an amount equal to not less than ______% percent of the purchase price specified in the Bona Fide Offer, the identity of the purchaser is disclosed, and the offer is for all of the Interest of the Offering Member.]
OR
 
[(b)   For purposes hereof, "Bona Fide Offer" shall mean a legally enforceable offer in writing, made and signed by an offeror or offerors who is, or who are, not an affiliate of the Offering Member and who is a person or person or entity or entities financially capable of carrying out the terms of such Bona Fide Offer.  As used in the prior sentence, the term "affiliate," as it relates to any person or entity, shall mean any parent, spouse, brother, or sister, or natural or adopted lineal descendant or spouse of such descendent of such person (any such person hereinafter being referred to as a "Relative"), and any proprietorship, partner, officer, director, employee, consultant, independent contractor, coventurer, employer, agent, representative, settlor, or beneficiary.]
 
2.2   Member Desires To Sell
 
In the event that any Member, not in receipt of a Bona Fide Offer, shall desire to dispose of his/her Interest, such Member (the "Offering Member") shall promptly send notice to the Company in accordance with Section 7.1, and the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the Offering Member's Interest at the price and on the other terms set forth in Sections 8 and 9.
 
3.   Involuntary Lifetime Transfers
 
3.1   Option Upon Involuntary Lifetime Transfer
 
Upon the occurrence of any Involuntary Lifetime Transfer (as defined in Section 3.2 below), the Company and/or other Members shall have the option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the Interest that are subject to the involuntary transfer for the price and on the other terms and conditions set forth in Sections 8 and 9.
 
3.2   Involuntary Lifetime Transfers
 
As used in this Agreement, an "Involuntary Lifetime Transfer" shall be deemed to occur whenever any of the following takes place:
 
(a)   A Member's Interest is involuntarily sold, transferred or otherwise disposed, or an involuntary sale, transfer or disposal is threatened by any third party, whether by sale upon execution or in foreclosure of any pledge, hypothecation, lien or charge, or any other means;
 
(b)   A Member files a voluntary petition under any federal or state bankruptcy, insolvency or related law or a petition for the appointment of a receiver, or makes an assignment for the benefit of creditors, or is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable Interest with respect to his/her Interest in the Company and such involuntary petition, assignment, or attachment is not discharged within [spelled number of days] (______) days after its effective date;
 
(c)   A guardian or conservator is appointed for a Member; or
 
(d)   In connection with the dissolution of marriage of any married Member, the Member enters into a property settlement agreement or any court issues an interlocutory decree or other order, the terms of which transfer or award any Interest to the Member's spouse, whether as a confirmation or disposition of the spouse's rights under applicable community property, quasicommunity property or similar state law.
 
3.3   Residual Right Of First Refusal
 
Notwithstanding the option granted Section 3.1 above, if, in connection with the dissolution of marriage of any married Member, any court issues an interlocutory decree or other order which incorporates a property settlement agreement of the parties, and which transfers or awards any Interest to the Member's spouse, whether as a confirmation or disposition of the spouse's rights under applicable community property, quasicommunity property or similar state law, then the Member against whom such order is entered shall have a right of first refusal to purchase such Interest from his/her spouse, and the Company and the other Members shall have the residual right of refusal and option to purchase any of such Interest which the Member declines or fails to purchase.  The Interest of the spouse required to offer Interest for sale pursuant to this subsection that are not purchased pursuant to their terms hereof shall continue to be subject to the terms and conditions of this Agreement. The spouse required to offer Interest for sale pursuant to this subsection shall not be obligated to sell such Interest unless all the Interest owned by that spouse are purchased pursuant to the options described above.
 
4.   Purchase of Interest on Death of Member
 
4.1   Purchase and Sale of Interest
 
[Upon the death of an individual Member, the executor or administrator of his/her estate shall sell and the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the decedent's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the decedent's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by himself/herself, his/her estate, his/her executors or administrators, his/her personal and legal representatives, or his/her heirs, distributees or beneficiaries.]
 
OR
 
[Upon the death of an individual Member, the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the decedent's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the decedent's Interest shall be deemed and considered to include all Interests in which  he/she has any interest, legally or beneficially, including Interests owned by himself/herself, his/her estate, his/her executors or administrators, his/her personal and legal representatives, or his/her heirs, distributees or beneficiaries.]
 
OR
[Upon the death of an individual Member, the executor or administrator of the estate of the deceased Member may require the Company to purchase, or cause to be purchased, in accordance with the procedures in Section 7, all (but not less than all) of the decedent's Interest at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the decedent's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by himself/herself, his/her estate, his/her executors or administrators, his/her personal and legal representatives, or his/her heirs, distributees or beneficiaries.]
 
4.2   Company's Purchase of Life Insurance Policies
 
(a)   The Company hereby acknowledges that it is the applicant, owner, and beneficiary of the following life insurance policies:
 
Policy No.
Insurance Company
Amount
Insured Member
______
______
$______
______
 
(b)   Each policy referred to in this section shall be the sole and absolute property of the Company, and the Company may apply any dividends declared and paid on such policies to the payment of premiums; provided, however, that during the term of this Agreement the Company shall not, without the unanimous written consent of the Members, exercise any right of ownership in the insurance policies (except to collect the death benefits thereof) or modify or impair any of the rights of values of the policies (including, without limitation, borrowing against them).
 
(c)   The Company agrees to pay premiums on the insurance policies and on any other life insurance policies purchased by the Company pursuant to this Section 4.2 and shall give proof of payment of premiums to any Member whenever the Member shall request proof.  Payments made by the Company pursuant to the previous sentence shall be charged to the general operating expense account of the Company.  If a premium on any life insurance policies shall not be paid within [spelled number of days] (______ days after its due date, the insured shall have the right to pay the premium and to be promptly reimbursed therefor by the Company.
 
(d)   Upon the prior written consent of the Members, the Company shall have the right to purchase additional life insurance policies on the lives of the Members; provided, however, that any additional life insurance policies must be purchased in the same ratio, as to face amount, as the Members' proportional Interests in the Company bear to one another at the time of the purchase.  In the event that the Company decides to purchase additional insurance on the Members, the Members hereby agree to cooperate fully by performing all the requirements of the insurer that are necessary conditions precedent to the issuance of such life insurance policies.
 
(e)   In the event that, in accordance with the provisions of this Agreement, a Member shall transfer all of his/her Interest other than pursuant to Section 4 hereof, or, in the event that this Agreement shall terminate, then, in either event, the Member who transfers his/her Interest, or all Members in the event of the termination of this Agreement, shall have the right to purchase from the Company any life insurance policies on which such Members  are the named insured, by paying to the Company an amount equal to the cash value of such policy or policies, if any, the unearned premiums on such policy or policies, or One Dollar ($1.00), whichever is greatest.  In the event a Member exercises this option to purchase, the Company shall promptly deliver to the Member the policy or policies, together with all written documents necessary to convey full title to him/her.  If a Member does not exercise this purchase option, the Company may dispose of or deal with the policy or policies in any manner it desires.
 
(f)   The Life Insurance Company:  (1) shall not be deemed to be a party to this Agreement for any purpose nor in any way responsible for its validity; (2) shall not be obligated to inquire as to the distribution of any monies payable or paid by it under any policy issued to any Member as owner on the life of any other Member; and (3) shall be fully discharged from any and all liability under the terms of any policy issued by it which is subject to the terms of this Agreement, upon payment or other performance of its obligations in accordance with the terms of such policy.
 
4.3   Member's Purchase of Life Insurance Policies
 
(a)   The parties hereto acknowledge the existence of the following policies:  
 
Policy Owner
Policy No.
Insurance Company
Amount
Insured Member
______
______
______
$______
______
 
(b)   Each policy referred to in this section shall be the sole and absolute property of the owner, and any dividends payable upon the policies prior to maturity by the death of the insured shall be paid to the owner in cash or disposed of as such owner may choose to direct.
 
(c)   Each Member covenants and agrees to pay on or before the due date the premiums on the insurance policy referred to in this section of which such Member is the owner, until such time as any of the events specified in subsection (d) hereof shall occur, and shall give proof of payment of premiums to the other Member (hereinafter referred to as the "Insured") whenever the Insured shall request proof.  If a premium shall not be paid within [spelled number of days] (______) days after its due date, the Insured shall have the right to pay the premium and to be reimbursed therefor by the other Member.  The parties hereto authorize the Life Insurance Company to give the Insured any information which he or she requests with respect to the policy or policies on his or her life owned by the other Member.
 
(d)   In the event that a Member shall transfer all of his/her Interest other than pursuant to Section 4 hereof, or, in the event that this Agreement shall terminate, then, in either event, the Member who transfers his/her Interest, or all Members in the event of the termination of this Agreement, shall have the right to purchase from the other Members the life insurance policies on which the Members purchasing the policies are the named insured, by paying to the Member transferring the policies an amount equal to the cash value of the policies, if any, the unearned premiums on the policies, or One Dollar, whichever is greatest.   In the event a Member exercises this option to purchase, the owner thereof shall promptly deliver to the Member the policy or policies, together with all written documents necessary to convey full title to him/her.  If the Member does not exercise this purchase option, the owner of the policy or policies may dispose of or deal with them in any manner the owner desires.
 
(e)   Upon the death of a Member, the surviving Members shall have the right to purchase from the estate of the deceased Member the life insurance policies on which the surviving Member is the named insured by paying an amount equal to the cash value of the policies, if any, the unearned premiums on the policies, or One Dollar, whichever is greatest.  In the event a Member exercises this option to purchase, the administrator of the estate of the deceased Member shall promptly deliver to the insured Member the policy or policies insuring his/her life, together with all written documents necessary to convey full title to  him/her.  If the Member does not exercise this purchase option, the administrator of the estate of the deceased Member may dispose of or deal with any such policy or policies in any manner he/she desires.
 
(f)   In the event of a transfer of a life insurance policy pursuant to the provisions of subsections (d) and (e) hereof, the owner of the policy shall complete, execute, have acknowledged, and deliver to the appropriate insurance company or companies all forms necessary to effect the change of ownership and, if requested by the purchaser of the policy, all forms necessary to effect a change of beneficiary, as requested by the purchaser.
 
(g)   If the Interests increase substantially in value, the parties hereto agree to purchase additional insurance from the Life Insurance Company, unless the particular insured is not insurable at standard rates at the time such added insurance is required, in order that the insurance proceeds payable upon the death of a Member will be adequate to enable the surviving Member to complete the purchase of the Interest of the deceased Member under the terms of this Agreement.
 
4.4   Trustee Provisions
 
(a)   The Trustee agrees to receive and safeguard the insurance policies subject to this agreement, the original copy of this agreement, and all other documents which may be executed in order to carry out the provisions of this agreement.  The Trustee shall be under no obligation to make any premium payments on any life or other insurance policies.
 
(b)   Upon the death or disability of a Member, the Trustee shall:
 
(1)   Make claim as the designated beneficiary of the insurance policies subject to this agreement to the proceeds of such policies issued with respect to the deceased or disabled member.  The Trustee shall be under no obligation to institute any action to recover the proceeds of any of the policies unless one or more of the Members agrees to indemnify satisfactorily the Trustee for all expenses and attorney's fees connected therewith;
 
(2)   Demand and receive from the remaining Members any promissory notes required to be executed by them as set forth in this agreement and deliver such notes to the executor, administrator or other legal representative of the deceased; and
 
(3)   Make the payments as established under this agreement with respect to the purchase of Interests upon the death or disability of a Member upon receipt of title to the deceased or disabled Member's Interest.
 
(c)   Upon the termination of this agreement, the Trustee shall deliver the insurance policies and other items held by it subject to this agreement back to their respective owners.
 
(d)   By mutual agreement in writing, which agreement shall be attached hereto and made a part hereof as Schedule ______, the Members and the Company may remove the Trustee and appoint a new Trustee.  The Trustee or any successor Trustee shall resign and discharge itself of the trust by notice in writing to the Members and to the Company, but such resignation shall not be effective until [spelled number of days] (______) days after receipt of such written notice.  If a Trustee resigns or is removed, the Trustee shall deliver to the successor Trustee all insurance policies and other documents kept by it in accordance with this agreement.  A successor Trustee shall have the same rights, duties and powers as the original Trustee.
 
(e)   The Trustee shall be paid as compensation a commission of ______% of all amounts paid by the Trustee in the event that a Member should die or become disabled while this agreement is still in force.  If this agreement is terminated other than by the death of a Member, the Trustee shall receive a fee of $______ for its services.  The Trustee's commissions or fees, as the case may be, and expenses shall be paid by the Company.
 
5.   Purchase of Interest on Termination of Employment
 
5.1   Disability
 
[(a)   In the event an individual Member who is employed by the Company shall become permanently disabled, as defined below, the disabled Member (or his/her successor in interest) shall sell and the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) his/her Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the disabled Member's Interest shall be deemed and considered to include all Interests in which he/she has any Interest, legally or beneficially, including Interests owned by himself/herself or his/her personal and legal representatives.]
 
OR
 
[(a)   In the event an individual Member who is employed by the Company shall become permanently disabled, as defined below, the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the disabled Member's Interest at the price and on the terms set forth in Sections 8 and 9.  For purposes hereof, the disabled Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by himself/herself, his/her personal and legal representatives.]
 
OR
 
[(a)   In the event an individual Member who is employed by the Company shall become permanently disabled, as defined below, the disabled Member (or his/her successor in interest) may require the Company to purchase, or cause to be purchased in accordance with the procedures set forth in Section 7, all (but not less than all) of the decedent's Interest at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the disabled Member's Interest shall be deemed and considered to include all Interests in which he/she has any Interest, legally or beneficially, including Interests owned by himself/herself or his/her personal and legal representatives.]
 
[(b)   For purposes of subsection (a) above, a Member shall be deemed to be "permanently disabled" when, as a result of his or her incapacity due to physical or mental disability or illness (1) Member shall have satisfied all of the conditions for the receipt of permanent disability benefits under the terms of any disability income policy maintained by the Company for Member's benefit or maintained by the Member, the premiums for which are paid by the Company, or (2) if no such disability income policy shall be in existence, Member shall, for a period of six months, have been incapable of performing Member's customary duties on behalf of the Company on a substantially fulltime basis and either (A) two physicians licensed to practice in the state in which Member is then a resident shall certify in writing to the Company that such Member is unable to perform such Member's normal duties for the Company on a substantially fulltime basis or (B) Member shall refuse to submit to a physical examination requested in writing by the Company and/or holders of not less than a majority of Interest held by Members other than such disabled Member for determining whether the certificate described in clause (A) of this subsection shall be issued.]
 
OR
 
[(b)   For purposes of subsection (a) above, a Member shall be deemed to be "permanently disabled" when the Member has been totally disabled, as such term is defined and used in disability insurance policies, for a continuous period of 12 months.]
 
[(b)   For purposes of subsection (a) above, a Member shall be deemed to be "permanently disabled" if, due to any mental or physical illness or impairment, he/she is unable to substantially perform the services which he/she customarily performs for the Company for at least [spelled number of days] (______) calendar days in any twelve month period.]
 
[(b)   For purposes of subsection (a) above, a Member shall be deemed to be "permanently disabled" if, due to any mental or physical illness or impairment, he/she is unable to perform as an employee of the Company substantially all of the duties which he/she customarily performs for the Company for a period of [spelled number of months] (______) substantially consecutive months.]
 
OR
 
[(b)   For purposes of subsection (a) above, a Member shall be deemed to be "permanently disabled" if, in the reasonable opinion of the Member's physician, any physical or mental disability substantially prevents a Member from performing his or her duties as an employee of the Company, for the foreseeable future or any period in excess of two years.]
 
OR
 
[(b)   For purposes of subsection (a) above, a Member shall be deemed to be "permanently disabled" if he/she is completely unable to continue to perform the duties incident to his/her employment with the Company as a result of mental or physical illness, sickness, or injury.  The determination of whether a Member is disabled shall be made by the managers of the Company (other than such Member, if then serving as a manager) and shall be based on competent medical advice, and the determination of such managers as to the disability of a Member shall be conclusive and binding on the Company and the Members.]
 
(c)   If the parties fail to agree whether a Member is permanently disabled for purposes hereof, the disabled Member or his or her personal representative shall designate one arbitrator and the Company another and these two shall select a third arbitrator, all of whom together shall render a determination as to disability.  The arbitrators shall be entitled to receive and rely on any medical advice or other advice that they shall deem necessary, and their determination on evidence so received shall be final and binding on the parties hereto.
 
5.2   Resignation
 
[Upon receipt by the Company of notice from an individual Member who is employed by the Company of his/her resignation of employment with the Company, the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the resigning Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the resigning Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by himself/herself, or his/her personal and legal representatives.]
 
OR
 
[Upon receipt by the Company of notice from an individual Member who is employed by the Company of his/her resignation of employment with the Company, the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the resigning Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the resigning Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by himself/herself, or his/her personal and legal representatives.]
 
5.3   Termination With Cause
 
[(a)   Upon the Company terminating an individual Member's employment with the Company for cause, as defined below, the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
OR
 
[(a)   Upon the Company terminating an individual Member's employment with the Company for cause, as defined below, the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
(b)   For purposes of subsection (a) above, termination "for cause" shall refer to the termination of employment of a Member by the Company because of (1) conviction of or a plea of guilty to any felony or misdemeanor of high moral turpitude; (2) dishonesty detrimental to the best Interests of the Company; (3) the willful failure of an employee to observe or perform any of his/her duties and obligations as an employee of the Company, and the continued failure of such employee to observe or perform the same for a period of [spelled number of days] (______) business days from the date of his/her receipt of notice from the Company specifying the act or acts of such employee deemed by the Company to be in violation of or contrary to the terms of his/her employment and therefore harmful to the Company; or (4) violation of any of the material terms and conditions of this Agreement.  Notwithstanding the foregoing, nothing contained in this subsection or this Agreement shall constitute or be deemed to be an obligation of the Company to employ any Member.
 
(c)   In the event of a dispute with respect to the definition of "cause", the terminated Member shall have the right to cause such dispute to be submitted to arbitration before a single arbitrator in ______ in accordance with the rules of the American Arbitration Association as then in effect.  Judgment upon the award rendered may be entered in any court having jurisdiction thereof.
 
5.4   Termination Without Cause
 
[Upon the Company terminating an individual Member's employment with the Company for any reasons other than for cause (as defined above), the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.
 
OR
 
[Upon the Company terminating an individual Member's employment with the Company for any reasons other than for cause (as defined above), the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by himself/herself, or his/her personal and legal representatives.]
 
OR
 
[Upon the Company terminating an individual Member's employment with the Company for any reasons other than for cause (as defined above), the terminated Member may require the Company to purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of his/her Interest at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.
 
5.5   Retirement
 
[Upon the voluntary termination an individual Member's employment with the Company after he/she reaches age ______ years or compulsory termination of his/her employment pursuant to the Company's then existing retirement policy, the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the retiring Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the retiring Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
OR
 
[Upon the voluntary termination an individual Member's employment with the Company after he/she reaches age ______ years or compulsory termination of his/her employment pursuant to the Company's then existing retirement policy, the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the retiring Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the retiring Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
OR
 
[Upon the voluntary termination an individual Member's employment with the Company after he/she reaches age ______ years or compulsory termination of his/her employment pursuant to the Company's then existing retirement policy, the retiring Member may require the Company to purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of his/her Interest at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the retiring Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
5.6   Termination
 
[If any individual Member who is employed by the Company on a parttime or fulltime basis ceases to be employed by the Company for any reason other than death, whether with or without cause, including but not limited to the resignation, retirement or disability of the Member, the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
OR
 
[If any individual Member who is employed by the Company on a parttime or fulltime basis ceases to be employed by the Company for any reason other than death, whether with or without cause, including but not limited to the resignation, retirement or disability of the Member, the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
[If any individual Member who is employed by the Company on a parttime or fulltime basis ceases to be employed by the Company for any reason other than death, whether with or without cause, including but not limited to the resignation, retirement or disability of the Member, the terminated Member may require the Company to purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of his/her Interest at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
5.7   Option for Both Parties To Require Purchase and Sale of Interest
 
In the event of the termination of employment of a Member by reason of ______ (the occurrence of  such event being hereinafter referred to as a "Triggering Event"):  (1) the Member whose employment has been so terminated (the "Terminated Member") shall have the option, exercisable at any time after the date of the Triggering Event, to require the [Company/other Members/Company and the other Members] to purchase all, but not less than all, of the Interest owned by the Terminated Member as of the date of the termination of employment, as hereinafter provided in this Section 5; and (2) the [Company/other Members/Company and the other Members] shall have the option, exercisable at any time after the date of the Triggering Event, to require the Terminated Member to sell to the [Company/other Members/Company and the other Members] all, but not less than all, of the Interest owned by the Terminated Member as of the date of the termination of employment.
 
6.   Purchase of Interest Upon Other Events
 
6.1   Deadlock
 
[(a)   In the event the Company has a deadlock, as hereinafter defined, any Member shall have the right at any time within [spelled number of days] (______) days after the date of the deadlock to file for dissolution of the Company, provided, however, that the Company shall not be dissolved if the Company and/or remaining Members purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of the Interests held by the Member or Members petitioning for dissolution for the price and on the terms and other conditions set forth in Sections 8 and 9.]
 
OR
 
[(a)   In the event the Company has a deadlock, as hereinafter defined, a group of Members owning of record ______% of the Interest shall have the right at any time within [spelled number of days] (______) days after the date of the deadlock to file for dissolution of the Company, provided, however, that the Company shall not be dissolved if the Company and/or remaining Members purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of the Interests held by the Member or Members petitioning for dissolution for the price and on the terms and other conditions set forth in Sections 8 and 9.]
 
OR
 
[(a)   In the event the Company has a deadlock, as hereinafter defined, the Company and/or other Members shall have the option to purchase, and [members to sell in case of deadlock] (or [members to sell in case of deadlock]'s estate) shall be obligated to sell, all of the interest then owned by [members to sell in case of deadlock] (or [members to sell in case of deadlock]'s estate) in accordance with the procedures set forth in Section 7 and on the terms and other conditions set forth in Sections 8 and 9.]
 
[(b)   For purposes of subsection (a) above, a "deadlock" of the Company shall be deemed to exist whenever either (1) the Managers of the Company shall fail to approve any action properly before the Managers by reason of a tie vote taken at a duly noticed and convened meeting of the Managers or otherwise (hereinafter referred to as a "Manager deadlock"), or (2) the Members shall fail to approve any action properly before the Members or with respect to any matter that is specifically required by law to be made by the Members by reason of a tie vote taken at a duly noticed and convened meeting of the Members or otherwise (herein referred to as a "Member deadlock"), and in the further event that such Manager deadlock or such Member deadlock, as the case may be, is not conclusively resolved and evidenced by a duly executed written consent in lieu of a special meeting of the Managers or of the Members, as the case may be, within [spelled number of days] (______) calendar days immediately following the date of such Manager or Member deadlock.]
 
OR
 
[(b)   For purposes of this Agreement, a "deadlock" of the Company will be deemed to exist whenever either (a) a resolution*[, requiring a supermajority vote for passage or involving a potential total expenditure or financial commitment of $______ by the Company,]* has been formally submitted to a vote ______ times within a period of 12 consecutive months to either the Managers or the Members at a meeting called in conformity with applicable state laws and the Company's regulations and the requisite majority of the Managers or Interests, as the case may be, did not vote in favor of the resolution, or (b) a quorum shall not have been present to enable business to be conducted at ______ or more meetings of either the Managers or the Members called in conformity with applicable state law and the Company's regulations within any period of 12 consecutive months.]
 
OR
 
[(b)   For purposes of this Agreement, a "deadlock" of the Company will be deemed to exist whenever ______________________.]
 
6.2   BuySell Agreement
 
(a)   A Member (the "Offeror") may at any time make a buysell offer (the "Offer") to the remaining Member or Members (the "Offeree") by notifying the Offeree in writing of the exercise of this right and stating in such notice the cash price per share and other terms at which the Offeror is willing either to buy all the Interest owned by the Offeree, or to sell to the Offeree all of the Interest owned by the Offeror, with the price per share and the other terms being the same for both the purchase and the sale.  Unless otherwise provided in this Agreement, the Offer shall not be revocable once the aforesaid notice has been delivered to the Offeree.
 
(b)   Within [spelled number of days] (______) days after receipt by the Offeree of the Offeror's written notice of the Offer, the Offeree shall send to the Offeror a written notice stating whether the Offeree elects (1) to purchase from the Offeror all the Interest owned by the Offeror at the price per share and other terms stated in the Offer, or (2) to sell to the Offeror all the Interest owned by the Offeree at the price per share and other terms stated in the Offer.  If the Offeree shall fail to notify the Offeror whether he/she elects to buy or to sell within the time period specified above, such failure shall be deemed to be an election to sell all his/her Interest to the Offeror at the price and other terms specified in the Offer.  The Offeror shall be entitled to withdraw the buysell offer by giving the Offeree written notice of the withdrawal prior to the earlier of (1) the date the Offeree gives the Offeror written notice of his/her election to purchase or to sell pursuant to this provision or (2) the date on which the Offeree shall be conclusively deemed to have elected to sell his/her Interest to the Offeror.
 
7.   Procedures
 
7.1   Notice
 
The Company and the Members shall be entitled to a notice in writing of the event giving rise to an option or obligation to purchase under the provisions of this Agreement as follows:
 
(a)   Proposed Lifetime Transfers.  A Member shall promptly notify the Company and the other Members if he/she intends to make a proposed sale or other lifetime transfer of any of his/her Interest, setting forth the amount of the Interest to be sold, and the price and terms of sale of the Interest.  In the event that the notice pertains to a Bona Fide Offer (as provided for in Section 2.1 hereof), such notice shall contain a true and complete copy of the Bona Fide Offer, setting forth the price and all terms and conditions, with the names, addresses (both home and office), and businesses or other occupations of the offeror or offerors.  Any notice that does not contain all such requisite information shall not be considered to be a valid notice for purposes hereof.  If any of the information set forth in the Member's notice is materially false or misleading, whether or not such false or misleading statements were intentionally made, any purported transfer of the Member's Interest to such transferee shall be null and void ab initio and the Company and the remaining Members shall have a continuing irrevocable option to purchase the Interest, even after their purported transfer, which may be exercised at any time within [spelled number of days] (______) days after the disposing Member delivers a corrected notice to the Company.
 
(b)   Bankruptcy; Assignment; Attachment.  A Member shall promptly notify the Company and the other Members if he/she makes an assignment for the benefit of his/her creditors, or files or has filed against him/her any petition under any bankruptcy law, or after an attachment, execution or other process is levied against his/her Interest and is not timely released, setting forth the date and record location of the assignment, filing or levy and the name of the assignee, filing or levying party.
 
(c)   Dissolution of Marriage.  Within [spelled number of days] (______) days after the earlier of the execution of a property settlement agreement or the entry of an interlocutory decree of dissolution of marriage or other order which transfers or awards any of the Interest owned of record by a Member to the Member's spouse, the Member must notify the Company and the other Members of the date of such agreement, decree or order, and the court in which it is entered, and must notify the Company, the other Members, and his/her spouse whether he/she intends to exercise his/her right of first refusal, if any, to purchase such Interest.
 
(d)   Termination of Employment.  In the event of the termination of a Member's employment or upon a Member's resignation, retirement or permanent disability, no written notice shall be required, and the Company and the other Members shall be deemed to have taken constructive notice of such termination, resignation, retirement or permanent disability as of the effective date of the termination, resignation, retirement or disability.
 
(e)   Death.  In the event of the death of any Member, such Member's personal representative shall, within [spelled number of days] (______) days after his/her appointment, notify the Company and the other Members in writing of the Member's death, the date thereof, the appointment of said personal representative, and the Interests held by such Member at the date of his/her death.
 
(f)   Other Involuntary Lifetime Transfers.  In addition to the requirements of subsections (b) and (c) above relating to bankruptcy, assignment, attachment and dissolution of marriage, a Member shall promptly notify the Company and the other Members whenever he/she has any notice or knowledge of any circumstance or event (actual or impending) which constitutes, or may possibly constitute in the future, an Involuntary Lifetime Transfer.  Such notice shall specify (1) the Interest subject to the Involuntary Lifetime Transfer, (2) the date of the Involuntary Lifetime Transfer, (3) the identity of the proposed purchaser or transferee, and (4) the nature of the Involuntary Lifetime Transfer, and shall also include a copy of any written documents relating to the Involuntary Lifetime Transfer.
 
The notice called for above shall be a condition precedent to the right of any Member, or personal representative of a Member, to dispose of, deal in or with or distribute any of the Interests of such Member.  However, any failure to give such notice shall not in any manner affect the options to purchase such Member's Interest conferred in this Agreement.  Solely at their own election, for the purpose of exercising their option rights or performing their obligations hereunder, in the absence of written notice as called for herein, the Company and the other Members may choose to take constructive notice of the event, as of the date on which any other Member actually learned of said event, and to exercise their option rights or perform their obligations notwithstanding the absence of written notice.
 
7.2   Procedures Upon Proposed Voluntary Lifetime Transfers
 
Whenever the Company and/or the other Members have the option to purchase the Interest of a Member (or his/her successor in Interest) (the "Offering Member") pursuant to the terms of Sections 2.1 or 2.2, the following procedures shall apply:
 
(a)   For a period of [spelled number of days] (______) days after receipt of the Offering Member's notice pursuant to Section 7.1 (the "Offer Notice"), the Company shall have the right to purchase all or any part of the Interest offered (the "Offered Interest") for the price and upon the terms and conditions provided in Sections 8 and 9, by giving notice of its intention to exercise its option to the Offering Member and to the other Members within such [spelled number of days] (______) day option period.
 
(b)   In the event that the Company shall not purchase all of the Offered Interest, then the Company shall promptly give notice to the other Members of the contemplated transfer, and they shall have the right to purchase the remaining portion of the Offered Interest for the consideration and according to the terms of payment upon which the Company was entitled to purchase said Offered Interest under the provisions of subsection 7.2(a) above.  Within [spelled number of days] (______) days after the receipt of such notice, any other Member desiring to acquire any part or all of said Offered Interest shall deliver to the Company a written election to purchase said Offered Interest, or a specified portion thereof.  If the notices from the other Members specify in the aggregate more than 100% of that portion of the Offered Interest than are subject to purchase by the other Members, each such Member electing to purchase all or a portion of the Offered Interest shall be allocated a portion of the Offered Interest equal to the lesser of (1) the portion of Offered Interest which that Member has offered to purchase, or (2) the portion of the Offered Interest which bears the same ratio to the portion of Offered Interest not being purchased by the Company as the portion of the Interests owned by that Member bears to the portion of the Interests owned by all Members who have elected to purchase all or a portion of the Offered Interest.  If any portion of the Offered Interest remains to be allocated after the application of the previous sentence, it shall be allocated to those other Members who elected to purchase more of the Offered Interest than was allocated to them, with each such Member being allocated a portion of the Offered Interest equal to the lesser of (1) the portion of the Offered Interest which that Member elected to purchase less the portion of the Offered Interest already allocated to that Member, or (2) the portion of the Offered Interest which bears the same ratio to the portion of the Offered Interest which has not yet been allocated as the portion of the Interests owned by that Member bears to the total portion of the Interests owned by all Members who have elected to purchase more of Offered Interest than was allocated to them.  If all of the Offered Interest that is not being purchased by the Company has not been allocated as a result of the provisions in the previous sentence, the balance shall be allocated by successively applying the procedures in the previous sentence as many times as is necessary to allocate all of the Offered Interest.
 
(c)   No purchase of the Offered Interest pursuant to an exercise of one or more options hereunder shall be effective unless and until the Company, and/or the other Members, as the case may be, shall purchase all of the Offered Interest from the Offering Member, or such lesser number of Offered Interest as the Offering Member in his/her sole discretion may otherwise agree.
 
[(d)   If the Company and/or the other Members shall not have purchased all of the Offered Interest [spelled number of days] (______) days after the Company receives the Offer Notice, the Offering Member may sell the Offered Interest to the party identified in the Bona Fide Offer, such sale to be on the same terms and conditions as set forth in the Bona Fide Offer and to be completed by within [spelled number of days] (______) days after the Company receives the Offer Notice.  For purposes of this subsection (d), the terms "completed" or "to complete" shall mean the execution of an agreement in accordance with the terms set forth in the Bona Fide Offer and shall include the payment or delivery by the purchaser named in the Bona Fide Offer of the total purchase price in cash, promissory notes, or other evidence of indebtedness.  If the Offering Member has not received a Bona Fide Offer, he/she may attempt to complete the sale of the Offered Interest to a third party within [spelled number of days] (______) days after the Company receives the Offer Notice, at a price per share not less than the price specified in the Offer Notice.  Upon making either of the sales set forth in this subsection, the Offering Member shall furnish to the Company and the other Members documentation showing the terms thereof.]
 
OR
 
[(e)   If the Company and/or the other Members shall not have purchased all of the Offered Interest within [spelled number of days] (______) days after the Company receives the Offer Notice, then all restrictions imposed by this Agreement on such Offered Interest shall forthwith terminate.]
 
OR
 
[(f)   If the Company and the other Member shall not, individually or together, purchase (for reasons other than the Offering Member's default hereunder), within the prescribed time periods, all of the Interest covered by any Bona Fide Offer, the Offering Member shall have the right to accept the Bona Fide Offer in whole, but not in part, and to sell such Interest, subject to all of the provisions and restrictions of this Agreement, but (1) only in strict accordance with all of the provisions of the Bona Fide Offer, and (2) only if the other Members shall be given, by the person or entity that made the Bona Fide Offer (the "Bona Fide Offeror"), the option in writing to sell, for at least a [spelled number of days] (______) day period, all of his/her Interest to the Bona Fide Offeror at the same time, at the same price per share and upon the same terms and conditions as the Offering Member, such option to be conditioned upon the Bona Fide Offeror purchasing the Interest of the Offering Member.  In the event that the Bona Fide Offeror or any affiliate thereof shall offer or agree, formally or informally, directly or indirectly, in writing or otherwise, to grant or pay to the Offering Member any compensation, fringe benefits, or other remuneration of any kind whatsoever, the amount and/or the value of such remuneration shall be divided by the number of Interest to be sold by the Offering Member and the per share amount so computed shall be added to the price per share to which the other Members shall be entitled pursuant to the provisions of the foregoing sentence.  In the event that (a) the Company and the other Members shall not individually or together purchase (for reasons other than the Offering Member's default hereunder) all of the Interest of Stock subject to the Bona Fide Offer within [spelled number of days] (______) days from the date that the Offering Member sent notice pursuant to Section 7.1 hereof, (b) the Other Member shall have been given the option in writing to sell all of his/her Interest to the Bona Fide Offeror in the manner aforesaid, and (c) the Offering Member still desires to sell all, but no less than all, of his/her Interest pursuant to such Bona Fide Offer, then the Offering Member shall once again send notice to the Other Member of such proposed sale by  him/her at least [spelled number of days] (______) days prior to the date of such sale, such notice to specify the time, date, and place and the terms and conditions of such proposed sale.  Such notice shall also specify the aforesaid remuneration, if any, to be paid by the Bona Fide Offeror or any affiliate thereof.  Such sale by the Offering Member must be fully consummated within [spelled number of days] (______) days after the date the Offering Member first sent notice pursuant to Section 7.1 hereof.  In the event that the sale is not fully consummated within [spelled number of days] (______) days after the date the Offering Member first sent notice pursuant to Section 7.1 hereof, the provisions of this Section 7.2 must again be complied with by the Offering Member before the Offering Member may sell the Interest that are the subject of the Bona Fide Offer pursuant to this Section 7.2.  Notwithstanding any provision herein to the contrary, in the event that any other Member elects to sell his/her Interest to the Bona Fide Offeror pursuant to this Section 7.2, such sale by the other Member may be consummated without regard to the right of first refusal provisions set forth in this Section 7.2.]
 
OR
 
[(g)   If the Offering Member shall not sell the Offered Interest within the appropriate period provided for subsection (d) at a price per share not less than the price specified in such subsection (d), or if he/she shall propose to sell the Offered Interest at a lower price, he/she shall first again make the Offered Interest available to the Company and to the other Members for purchase on the terms at which he/she shall propose to dispose of the same, in the same manner as set forth in this Section 7.2, so that no sale of the Offered Interest may be made to any third party unless the Company and the other Members shall have had, within not less than the preceding [spelled number of days] (______) days, the opportunity to purchase the Offered Interest on terms at least as favorable as the terms to be afforded to such third party.]
 
OR
 
[(h)   No sale or transfer to a third party of an Offered Interest shall be effective until such third party and his/her spouse, if any, shall each have duly executed and transmitted to the Company their written agreement in a form approved by the Company, substantially as set out in Exhibit ______ attached hereto, or in any subsequent form which may be authorized or approved by the Company, whereby said third party and his/her spouse, if any, become parties to this Agreement.  Any purported transfer in violation of this Agreement shall, at the unqualified option of the Company be null and void.]
 
OR
 
[(i)   If the Company and the other Members do not elect to purchase the Offered Interest, and such Offered Interest is sold in a manner that complies with this Section 7.2, then such Offered Interest shall be free from the terms of this Agreement.  If and when all the Interest of a Member shall have been transferred, he or she shall cease to be a party to this Agreement.]
 
7.3   Procedures for Required Purchase by Company and/or Remaining Members
 
Whenever the Company and/or remaining Members are required to purchase the Interest of a Member (or his/her successor in Interest) (the "Selling Member") pursuant to the terms of this Agreement, the following procedures shall apply:
 
(a)   The Members shall have a first option to purchase the Interest of the Selling Member in proportion to their respective percentages of Interests or in some other proportion agreed to by all the Members who agree to participate in the purchase.  This option must be exercised within [spelled number of days] (______) days.
 
(b)   If the Members do not agree to purchase all of the Interest that is required to be purchased, the Company shall within [spelled number of days] (______) days after the expiration of the option period specified in subsection (a) call a special Members' meeting to determine whether the Company and/or the remaining Members shall purchase that portion of the Interest not purchased by the Members.  The Company shall purchase that portion of the Interest approved for purchase by the affirmative vote of the holders of a majority of the Interests other than the Interest to be purchased.
 
(c)   If all the Interest of the Selling Member have not been purchased pursuant to paragraphs (a) and (b), the remaining Members must, within [spelled number of days] (______) days of the date of the special Members' meeting specified in paragraph (b), agree to purchase all the remaining Interest of the Selling Member in proportion to their respective percentages of Interests, or as they may otherwise unanimously agree.
 
7.4   Procedures for Optional Purchase by Company and/or Remaining Members Other Than Upon Voluntary Lifetime Transfer
 
Whenever the Company and/or remaining Members have the option to purchase the Interest of a Member (or his/her successor in Interest) (the "Offeror") pursuant to the terms of this Agreement, the following procedures shall apply:
 
(a)   The Members shall have a first option to purchase the Interest of the Offeror in proportion to their respective percentages of Interests or in some other proportion agreed to by all the Members who agree to participate in the purchase.  Such option must be exercised within [spelled number of days] (______) days.  This notwithstanding, if any Member has a right of first refusal pursuant to this Agreement with respect to the Interest of the Offeror, the Company shall promptly notify such Member, and such Member may then exercise such right within [spelled number of days] (______) days following his/her notification by the Company.  In the event that such Member shall fail to exercise his/her right to purchase all of the Interest of the Offeror, the other Members shall have an option to purchase the remaining Interest of the Offeror in proportion to their respective percentages of Interests or in some other proportion agreed to by all the other Members who agree to participate in the purchase.  This option must be exercised within [spelled number of days] (______) days.
 
(b)   If the Members do not agree to purchase all of the Offeror's Interest, the Company shall, within [spelled number of days] (______) days after the expiration of the option period specified in Subsection (a), call a special Members' meeting to determine if the Company will purchase that portion of the Interest not purchased by the Members.  The Company shall purchase that portion of the Interest as may be approved by the affirmative vote of the holders of a majority of the Interests, excluding votes in respect of the Interest owned by the Offeree.
 
(c)   If all the Offeree's Interest have not been purchased pursuant to Paragraphs (a) and (b), the remaining Members shall have the option to purchase the balance of the Offeree's Interest in proportion to their respective percentages of Interests, or as those Members that wish to purchase the Interest may otherwise unanimously agree.  This option must be exercised within [spelled number of days] (______) days of the special Member's meeting specified in Paragraph (b).
 
(d)   The portion of the Offeror's Interest that is not purchased pursuant to the options in Paragraphs (a) through (c) shall continue to be subject to the terms and conditions of this Agreement.
 
7.5   Voting by Offering Member
 
The Offering Member or the personal representative of a deceased Member shall attend any meetings of the members and vote or cause a vote to be made in the same manner as a majority of the remaining members shall vote on any question concerning the Company's election to exercise any option it has to purchase the Interest of the Offering Member pursuant to this Agreement, including, without limitation, whether to exercise the option.
 
7.6   Company and Member Actions
 
If the Company is legally unable to implement any decision to purchase any Interest pursuant to this Agreement, or is legally unable to purchase any Interest it has agreed to purchase under this Agreement, the Company and the other Members shall take such actions as are reasonably necessary to create sufficient company funds to enable the Company to make such purchases, including, without limitation, causing the assets and liabilities of the Company to be revalued on a fair market value basis; provided, however, that no Member shall be obligated to make additional capital contributions or advances to the Company or personally guarantee any of the Company's debts or obligations.
 
7.7   Member Guaranty
 
If, after taking all actions contemplated under Section 7.6, the Company is still legally unable to purchase any Interest it has agreed to purchase under this Agreement, or is unable to make payment upon any promissory note given to a Member in the purchase of his/her Interest, the obligations of the Company with respect to such Interest shall be deemed assumed by the other Members in proportion to their ownership of Interests or in such other proportion as they shall otherwise mutually agreed upon in writing on the same terms and conditions as the Company.  In the event that the other Members shall purchase Interests pursuant to the obligations in this Section, such purchases shall occur prior to any repurchase of Interests which may be made by the Company.
 
8.   Purchase Price
 
8.1   Purchase Price Upon Receipt of Bona Fide Offer
 
*[The purchase price for Interests purchased pursuant to this Agreement as a result of a Bona Fide Offer pursuant to Section 2.1 shall be the cash price per share in the Bona Fide Offer, which shall not include any value attributable to any employment contract, consulting contract, or any other side agreement between the third person making the offer and the selling Member.
 
[The purchase price for Interests purchased pursuant to this Agreement as a result of a Bona Fide Offer pursuant to Section 2.1 shall be the price per share in the Bona Fide Offer.  In the event that a Bona Fide Offer provides for the exchange of assets other than cash or cash equivalents (e.g., an exchange of an Interest for the offeree's capital stock), the Bona Fide Offer shall include the fair market value of such assets or the Selling Member shall submit with the notice of the Bona Fide Offer an appraisal prepared by a qualified independent third party evidencing the fair market value of such assets as of the date of the Bona fide Offer, and the offers extended to the Company and to the Nonselling Members in accordance with this Section shall be deemed to be offers to sell the offered Interest at the fair market value of the assets to be exchanged, payable in cash at the closing.]
 
OR
 
[The purchase price for Interests purchased pursuant to this Agreement as a result of a Bona Fide Offer pursuant to Section 2.1 shall be the price per share in the Bona Fide Offer.  If part or all of the consideration for the Interest included in the offer consists of property other than cash, the cash value of the noncash property shall be determined by an appraiser selected by mutual agreement of the Member offering to sell his/her Interest pursuant to this Section and the remaining Members with the expenses of the appraiser being paid by the offering Member and, if no agreement on an appraiser can be reached within [spelled number of days] (______) days after the third party offer is received by the Company, then the cash value of the noncash property shall be determined by arbitration pursuant to Section 11.4.]
 
OR
 
[The purchase price for Interests purchased pursuant to this Agreement as a result of a Bona Fide Offer pursuant to Section 2.1 shall be the [higher/lower] of the cash price per share in the Bona Fide Offer, which shall not include any value attributable to any employment contract, consulting contract, or any other side agreement between the third person making the offer and the selling Member, or the price determined as set forth in Section 8.2.]
 
8.2   Purchase Price Upon Occurrence of Other Events
 
[The purchase price for Interests purchased pursuant to this Agreement other than as a result of a Bona Fide Offer pursuant to Section 2.1 shall be, unless and until changed or adjusted as provided below, the value specified on the Certificate of Value attached to this Agreement as Schedule ______.  The Members agree to redetermine the per share value for purposes of this Agreement at least annually, no later than [spelled number of days] (______) days after the financial statements for the preceding fiscal year have been submitted to the Company.  Determination of the value shall be made by the affirmative vote of ______% of the outstanding Interests.  Each determination of value shall be endorsed with the date of the valuation on the Certificate of Value.  If the Members should for any reason fail to make a redetermination of value, the last determination of value shall control, except that, if the most recent value stipulated on the Certificate of Value is more than ______ prior to the date a buyout right is triggered, either the Selling Member (or his/her successor in Interest) or any Purchaser shall have the right to request in writing, within [spelled number of days] (______) days after a binding contract to purchase the Interest is created, that the value be determined by arbitration pursuant to Section 11.4, with the value to be based on the fair market value of the Interest being purchased.]
 
OR
 
[The purchase price for Interests purchased pursuant to this Agreement other than as a result of a Bona Fide Offer pursuant to Section 2.1 shall be their book value as determined by the accountant regularly employed by the Company or, if there is none, an independent certified public accounting firm agreed upon by the majority of the Members then holding Interest.  The determination made by said accountant shall be binding and conclusive upon the parties hereto.  Such book value shall be the sum of the following:
 
(a)   An amount equal to Member's paidup participation in the stated capital of the Company;
 
(b)   Such proportion of the distributable profits or losses of the Company to which Member would have been entitled or for which he or she would have been liable, for the then current fiscal year, as the period from the beginning of such year to the date of the event triggering the purchase shall be to the whole of the then current fiscal year;
 
(c)   The balance of any unpaid loan made by the Member to the firm;
 
(d)   Any other indebtedness owing to the Member by the firm;
 
(e)   Less any amounts owing by the Member to the firm.
 
It is expressly understood that the value of goodwill is not to be considered in determining the value of the Interest of such Member.]
 
OR
 
[The Purchase Price shall be determined by a competent written appraisal.  The appraisal shall state the fair market valuation of the Interest, taking into account all facts and circumstances relevant to a competent appraisal of value of similar businesses organized in general company form, and taking into account the percentage ownership of the selling Member.  The Members acknowledge that the Purchase Price has not been fixed contemporaneously as of the date of this Agreement.]
 
OR
 
[The parties hereto shall fix the valuation each year by mutual consent according to their determination of the net worth of the company, provided that if the members do not mutually agree as to the "net worth", then the valuation of each member's Interest shall be based on the sum total of the book value of their respective Interests in the Company as shown by the immediately preceding annual statement of the Company, without any valuation being made for goodwill.]
 
OR
 
[The value of the Interest to be purchased shall be their net value based on the following capitalization of earnings formula:
 
(1)   The average of the Company's net earnings for the [spelled number of years] (______) fiscal years preceding the year in which the buyout right is triggered*[, and the annualized net earnings for the period from the end of the last fiscal year, preceding the year in which the buyout right is triggered, until the end of the month in which the buyout right is triggered,]* shall first be determined.  If the Company has not been in existence for [spelled number of years] (______) years, then the average net earnings shall be based on the average earnings for the number of years the Company has been in existence*[ plus the annualized net earnings for the year in which the buyout right is triggered]*, calculated as determined in the preceding sentence.
 
(2)   The average earnings of the Company shall be multiplied by a multiplier of ______ and the product shall be the value of the entire Company.  The value of each Member's Interest shall be his or her proportionate share of the value of the entire Company.  The valuation shall be made (at the Company's expense) by the accountant who regularly prepares the Company's financial statements and shall be determined from the regular financial statements prepared by or for the Company and in accordance with the accounting principles consistently applied by the Company in preparing such financial statements.]
 
[The value of the Interest to be purchased shall be their net value based on the following capitalization of earnings formula:
 
(1)   The weighted average of the Company's net earnings for the [number of years to average] fiscal years preceding the year in which the buyout right is triggered*[, and the annualized net earnings for the period from the end of the last fiscal year, preceding the year in which the buyout right is triggered, until the end of the month in which the buyout right is triggered,]* shall first be determined with the [most recent/current] year being weighted ______[ and/,] *{{the [ordinal for each weighted year] most [recent/current] year being weighted ______}}*.  If the Company has not been in existence for [number of years to average] years, then the average net earnings shall be based on the weighted average earnings for the number of years the Company has been in existence*[ plus the annualized earnings for the year in which the buyout right is triggered]*.
 
(2)   The weighted average earnings of the Company shall be multiplied by a multiplier of ______ and the product shall be the value of the entire Company.  The value of each Member's Interest shall be his or her proportionate share of the value of the entire Company.  The valuation shall be made (at the Company's expense) by the accountant who regularly prepares the Company's financial statement and shall be determined from the regular financial statements prepared by or for the Company and in accordance with the accounting principles consistently applied by the Company in preparing such financial statements.]
 
The value of the Interest to be purchased shall be its value determined by averaging its book value and its capitalized earnings value.]
 
The book value of the Interest shall be determined by the accountant regularly employed by the Company or, if there is none, an independent certified public accounting firm agreed upon by the majority of the Members then holding Interest.  The determination made by said accountant shall be binding and conclusive upon the parties hereto.  Such book value shall be the sum of the following:
 
(a)   An amount equal to Member's paidup participation in the stated capital of the Company;
 
(b)   Such proportion of the distributable profits or losses of the Company to which Member would have been entitled or for which he or she would have been liable, for the then current fiscal year, as the period from the beginning of such year to the date of the event triggering the purchase shall be to the whole of the then current fiscal year;
 
(c)   The balance of any unpaid loan made by the Member to the firm;
 
(d)   Any other indebtedness owing to the Member by the firm;
 
(e)   Less any amounts owing by the Member to the firm.
 
It is expressly understood that the value of goodwill is not to be considered in determining the value of the Interest of such Member.
 
OR
 
[The capitalized earnings value of the Interest shall be determined by the following capitalized earnings formula:
 
(1)   The average of the Company's net earnings for the [spelled number of years] (______) fiscal years preceding the year in which the buyout right is triggered*[, and the annualized net earnings for the period from the end of the last fiscal year, preceding the year in which the buyout right is triggered, until the end of the month in which the buyout right is triggered,]* shall first be determined.  If the Company has not been in existence for [spelled number of years] (______) years, then the average net earnings shall be based on the average earnings for the number of years the Company has been in existence*[ plus the annualized net earnings for the year in which the buyout right is triggered]*, calculated as determined in the preceding sentence.
 
(2)   The average earnings of the Company shall be multiplied by a multiplier of ______ and the product shall be the value of the entire Company.  The value of each Member's Interest shall be his or her proportionate share of the value of the entire Company.  The valuation shall be made (at the Company's expense) by the accountant who regularly prepares the Company's financial statements and shall be determined from the regular financial statements prepared by or for the Company and in accordance with the accounting principles consistently applied by the Company in preparing such financial statements.]
 
OR
 
[The purchase price of the Interest to be purchased shall be the [greater/lesser] of its book value and its capitalized earnings value.  
 
The book value of the Interest shall be determined by the accountant regularly employed by the Company or, if there is none, an independent certified public accounting firm agreed upon by the majority of the Members then holding Interest.  The determination made by said accountant shall be binding and conclusive upon the parties hereto.  Such book value shall be the sum of the following:
 
(a)   An amount equal to Member's paidup participation in the stated capital of the Company;
 
(b)   Such proportion of the distributable profits or losses of the Company to which Member would have been entitled or for which he or she would have been liable, for the then current fiscal year, as the period from the beginning of such year to the date of the event triggering the purchase shall be to the whole of the then current fiscal year;
 
(c)   The balance of any unpaid loan made by the Member to the firm;
 
(d)   Any other indebtedness owing to the Member by the firm;
 
(e)   Less any amounts owing by the Member to the firm.
 
It is expressly understood that the value of goodwill is not to be considered in determining the value of the Interest of such Member.]
 
The capitalized earnings value of the Interest shall be determined by the following capitalized earnings formula:
 
(1)   The average of the Company's net earnings for the [spelled number of years] (______) fiscal years preceding the year in which the buyout right is triggered*[, and the annualized net earnings for the period from the end of the last fiscal year, preceding the year in which the buyout right is triggered, until the end of the month in which the buyout right is triggered,]* shall first be determined.  If the Company has not been in existence for [spelled number of years] (______) years, then the average net earnings shall be based on the average earnings for the number of years the Company has been in existence*[ plus the annualized net earnings for the year in which the buyout right is triggered]*, calculated as determined in the preceding sentence.
 
(2)   The average earnings of the Company shall be multiplied by a multiplier of ______ and the product shall be the value of the entire Company.  The value of each Member's Interest shall be his or her proportionate share of the value of the entire Company.  The valuation shall be made (at the Company's expense) by the accountant who regularly prepares the Company's financial statements and shall be determined from the regular financial statements prepared by or for the Company and in accordance with the accounting principles consistently applied by the Company in preparing such financial statements.
 
OR
 
[The value of the company shall be calculated as follows:
 
(1)   Take the fair market value of the company's tangible and intangible property (as determined by an appraisal pursuant to the rules of the American Arbitration Association, one arbitrator) and multiply this value by ______%.  This result is the expected return on tangible assets.
 
(2)   Take the net after tax earnings of the company and subtract the result from (a).  This is the excess earnings (or return from goodwill).
 
(3)   Multiply the difference from (3) by ______.  This is the value of goodwill.
 
(4)   Add the fair market value of all property to the value of goodwill.  This is the value of the company.
 
(5)   Each Member's share shall be his or her share of the Interests times the value of the Company determined in (5).]
 
 
(a)   The price to be paid for the offering Member's interest shall be the fair market value of the interest on the date of any offer.
 
(b)   The fair market value of the interest will be determined under the same methods as would be used for determining the estate tax value of the interest if the offering Member had died on the date of any offer, ignoring any alternate valuation date (under Internal Revenue Code Section 2032) or special use valuation (under Internal Revenue Code Section 2032A).
 
(c)   If the other Members and the offering Members are unable to agree mutually on the fair market value of the interest within [spelled number of days] (______) days from the date of the offer, the fair market value of the interest will be determined by one or more Qualified Appraisers, selected under the procedures set forth in this section.
 
(d)   If the fair market value of the interest is to be determined by Qualified Appraiser, the offering Member and the other Members collectively will each appoint, at his, her, or their own expense, a Qualified Appraiser, within [spelled number of days] (______) days following the expiration of the [spelled number of days] ______ day period within which the offering Member and the other Members could not mutually agree on the fair market value.  If either party shall fail to appoint a Qualified Appraiser within this [spelled number of days] (______) day period, any appointed Qualified Appraiser shall unilaterally establish the fair market value of the interest by delivering a written opinion thereof, and delivering the same to each of the parties to this Agreement.
 
(e)   If both parties appoint Qualified Appraisers within the said [spelled number of days] (______) day period, these two Qualified Appraisers shall establish the fair market value of the interest in a single written opinion agreed to by both of them.
 
(f)   If these two (2) Qualified Appraisers cannot agree on the fair market value of the interest within [spelled number of days] (______) days of the appointment of the latter of them, they shall together appoint a third Qualified Appraiser whose sole written opinion shall establish the fair market value of the interest.
 
(g)   The fees and reimbursed expenses charged by the Qualified Appraisers in the valuation under this Section shall be borne solely by the nonoffering Members.
 
(h)    The Company will provide such data as any Qualified Appraiser deems necessary or useful to make a determination of the fair market value of the interest.
 
(i)   "Qualified Appraiser" as used in this Agreement is defined as a professional appraiser or independent certified public accountant who is qualified by experience and ability to appraise the interest.  The appointment of a Qualified Appraiser shall be made by a written instrument delivered to the Company.
 
The value of the interest to be purchased shall be the price at which such interest were issued to the Selling Member (or his/her predecessor in interest).
 
The purchase price for Interests purchased pursuant to this Agreement other than as a result of a Bona Fide Offer pursuant to Section 2.1 shall be calculated as follows:  ______
 
8.3   Purchase Price Upon Triggering Event[s]
 
[(a)   The purchase price for Interest purchased pursuant to this Agreement as a result of voluntary sale or involuntary disposition shall be determined as follows:  ______]
OR
 
[(b)   The purchase price for Interest purchased pursuant to this Agreement as a result of the death of a Member shall be determined as follows:  ______]
 
OR
 
[(c)   The purchase price for Interest purchased pursuant to this Agreement as a result of retirement and disability shall be determined as follows:  ______]
 
OR
 
[(d)   The purchase price for Interest purchased pursuant to this Agreement as a result of resignation and termination shall be determined as follows:  ______]
 
OR
 
[(e)   ]*The purchase price for Interest purchased pursuant to this Agreement as a result of ______ shall be determined as follows:  ______]
 
9.   Payment of Purchase Price
 
9.1   Bona Fide Offer
 
If the purchase option hereunder is created by a proposed sale of Interest by a Member pursuant to a Bona Fide Offer, the purchase price shall be paid in the same manner and on the same terms as set forth in the Bona Fide Offer.
 
9.2   Payment Upon Death, Retirement or Disability
 
The purchase price of Interests purchased pursuant to the death, retirement or disability of a Member shall be paid as follows:
 
(a)   an amount equal to the proceeds from any insurance policy received by the Company and/or the other Members as the result of the triggering event, shall be paid in cash or other immediately available funds;
 
(b)   an amount equal to the lesser of the unpaid purchase price and $______, shall be paid in cash or other immediately available funds; and
 
[(c)   the balance of the purchase price shall be evidenced by a promissory note, in the form attached hereto as Exhibit ______ and made a part hereof, and shall be paid as provided therein.]
 
OR
 
[(c)   the balance of the purchase price shall be evidenced by a ______ year, nonnegotiable promissory note, bearing Interest, payable quarterly, on the outstanding principal balance at the prime rate established by the Company's primary bank on the day prior to the Closing Date and requiring principal to be paid in ______ equal annual installments.  Such promissory note shall be dated and delivered on the Closing Date.]
 
9.3   Other Purchase Events
 
[In all other cases, ______% of the purchase price payable by a purchasing party for the purchase of Interest shall be payable at the closing.  The balance shall be evidenced by a promissory note, in the form attached hereto as Exhibit ______ and made a part hereof, and shall be paid as provided therein.]
 
OR
 
[In all other cases, ______% of the purchase price payable by a purchasing party for the purchase of Interest shall be payable at the closing.  The balance shall be evidenced by a ______ year, nonnegotiable promissory note, bearing Interest, payable quarterly, on the outstanding principal balance at the prime rate established by the Company's primary bank on the day prior to the Closing Date and requiring principal to be paid in ______ equal annual installments.  Such promissory note shall be dated and delivered on the Closing Date.]
 
9.4   Default
 
Failure to make any payment required by any installment note authorized by this Article when due shall constitute a default of the note and shall cause the remaining unpaid balance to become immediately due and payable, and the selling Member shall have all the rights and remedies to enforce payment of the unpaid balance authorized by law; provided, however, that before taking any remedial action to enforce payment, the selling Member (or his/her successor in Interest) shall deliver written notice of the default to the Purchaser and, if the payment in default is paid in full within [spelled number of days] (______) days from the date this notice is delivered, the default will be deemed not to have occurred.  Any person who makes a payment in excess of his/her allocated portion of the total payment due in order to prevent or cure a default shall be entitled to reimbursement for the excess by way of indemnification from the person who failed to make the required payment.
 
9.5   Company Restrictions After Purchase
 
If the Company purchases any interest of its capital interest pursuant to the terms of this Agreement and, in connection therewith, delivers a Promissory Note for all or a portion of the purchase price, which Note shall be unsecured, until such time as the Promissory Note is paid in full, the Company shall not:  (1) declare or pay distributions on its capital interest; (2) reorganize its capital structure; (3) merge or consolidate with any other entity; (4) sell any of its assets except in the regular course of its business; (5) increase the salary of any officer or executive employee of the Company by an amount in excess of ______% above that paid during the twelve month period immediately preceding the date of the increase; or (6) liquidate or dissolve.  So long as any part of such Promissory Note shall remain unpaid, the holder of that Note shall have the right to examine the books and records of the Company from timetotime and to receive copies of all accounting reports and tax returns prepared for or on behalf of the Company.  If the Company breaches any of its obligations under this Section, the holder of the Promissory Note, in addition to any other remedies available, may elect to declare the entire unpaid principal balance of the Note, together with interest accrued thereon, due and payable forthwith.
 
9.6   Pledge of Interest
 
The obligation of the Company or Member under this Section 9 to pay all deferred installments of Purchase Price and interest thereon shall be evidenced by a promissory note of the purchaser ("Promissory Note") payable to the order of the selling party providing for the payments of principal and interest specified in this Section 9.  The Promissory Note shall reserve the right of the maker to prepay the indebtedness evidenced thereby, in whole or in part, at any time, without penalty.  The obligations of each purchaser for the principal amount of any Promissory Note and interest thereon shall be secured by a pledge of the Interest being purchased pursuant to this Agreement, and the Interest so pledged shall be held in escrow by ______, upon such terms and conditions as are customary in security arrangements of a similar nature until the obligations secured thereby have been paid in full.  If the holder of such Interest shall have voting rights with respect thereto, the terms of such pledge shall permit the seller of such Interest to vote the interest subject to the lien created by such pledge only upon default by the Company in the payment of any amounts due under the Promissory Note.  Upon request by the Company, interest of Interest shall be released from the lien of such pledged pro rata to the extent of payments of the original principal amount of the Promissory Note.
 
10.   Closing
 
10.1   Closing Date
 
The date for the closing of a sale of any Interest hereunder shall be the earliest of (a) [spelled number of days] (______) days after the mailing by the Company of the notice of its decision to purchase all of the Interest available, (b) [spelled number of days] (______) days after the Company's receipt of the notice required under Section 7.1, (c) [spelled number of days] (______) days after the final determination of the purchase price, or (d) [spelled number of days] (______) days after all options or obligations created under this Agreement have been exercised or honored or have lapsed.
 
10.2   Passage of Rights; Power of Attorney
 
(a)   Notwithstanding the provisions of this or any other paragraph of this Agreement, all rights of a Member with respect to Interest purchased pursuant to this Agreement shall pass to the Company and/or the purchasing Members, as the case may be, at the time of exercise of the option or honor of the obligation.
 
(b)   Each Member appoints the other Members as his or her agents and attorneysinfact to execute and deliver all documents needed to convey his or her Interest, if such selling Member is not present at the closing.  This power of attorney is coupled with an interest and does not terminate on the Member's death or disability, and continues for so long as this Agreement remains in effect.
 
11.   Miscellaneous
 
11.1   Binding Effect
 
This Agreement shall be binding upon the parties hereto and their heirs, executors, administrators, personal representatives, successors, assigns, and any other transferee and the spouse of any individual Member; provided, however, that nothing in the Agreement shall be construed as an authorization to any Member to assign his/her rights or obligations.  Each transferee and the spouse of each transferee shall sign the form in Exhibit ______ evidencing consent to be bound by the terms of this Agreement as a prerequisite to the transfer of any Interest to the transferee.  Failure to sign shall not, however, in any way prevent this Agreement from being binding on the transferee and the transferee's spouse.
 
11.2   Provision in Will
 
Each Member agrees to maintain in effect at all times a Will directing his/her executor or other administrator of his/her personal property to carry out this Agreement and to execute all documents and to take all other appropriate action to effectuate the purposes of this Agreement; but the failure to maintain such Will shall not affect the rights or obligations of any Member or the estate of any Member under this Agreement.  Each Member, by signing this Agreement, direct their executors, administrators or personal representatives to open their estates promptly in the courts of proper jurisdiction and to execute, obtain and deliver all legal instruments and documents, including, but not limited to, appropriate orders of the ______ (or court of comparable jurisdiction) and estate and inheritance tax waivers, as shall be required to effectuate the purpose of this Agreement.
 
11.3   Remedies
 
The parties hereto understand and agree that irreparable injury would be caused to the Members and the Company by failure to comply with the terms of this Agreement; that in the event of any actual or threatened default in or breach of any of the provisions in this Agreement the party or parties who are aggrieved thereby shall have the right to specific performance and/or an injunction, as well as monetary damages and any other appropriate relief in law or in equity which may be granted by any court in the United States of America; and that all such rights and remedies shall be cumulative and exclusive.
 
11.4   Arbitration
 
Whenever a provision in this Agreement specifies that an issue, dispute, controversy, or claim is to be resolved by arbitration, the arbitration shall be held, except as may otherwise be provided herein, in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the arbitration award may be entered as a final judgment in any court having jurisdiction thereon.  Any dispute as to whether an issue is to be resolved by arbitration shall be submitted as part of the arbitration proceeding.  As part of the arbitration award, legal costs, attorneys' fees, and the fees of expert witnesses may be assessed against any person found to have acted in bad faith.*[  The arbitration proceedings shall be conducted as follows:  ______]
 
OR
 
[To be selected as an arbitrator, a person must have the following qualifications:  ______]
 
11.5   Waiver
 
A party's failure to insist on compliance or enforcement of any provision of this Agreement shall not affect the validity or enforceability, or constitute a waiver of future enforcement, of that provision or of any other provision of this Agreement by that party or any other party.
 
11.6   Governing Law
 
This Agreement shall in all respects be subject to, and governed by, the laws of the State of ______.
 
11.7   Severability
 
The invalidity or unenforceability of any provision in the Agreement shall not in any way affect the validity or enforceability of any other provision and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had never been in the Agreement.
 
11.8   Entire Agreement
 
This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties, and representations among the parties hereto with respect to the matters set forth herein, and there are no promises, agreements, conditions, understandings, warranties, or representations, oral or written, express or implied, among them with respect to such matters except as set forth herein.  Any and all prior agreements among the parties hereto with respect to such matters are hereby revoked.  This Agreement is, and is intended by the parties to be, an integration of any and all prior agreements or understandings, oral or written, with respect to such matters.
 
11.9   Amendment
 
This Agreement may be modified, amended or waived only by a written agreement executed by the party against which enforcement of such modification, amendment or waiver is sought.  Copies of any modification, amendment or waiver of this Agreement shall be delivered to each of the parties hereto.
 
11.10   Termination
 
This Agreement and all restrictions on transfers of Interests herein created shall terminate upon the occurrence of one or more of the following events, or as otherwise provided by law:
 
(a)   Liquidation, dissolution, bankruptcy, or receivership of the Company;
 
(b)   The Company ceases to conduct any business operations;
 
(c)   By mutual consent of the Members and the Company;
 
(d)   At the end of [spelled number of years] (______) years from the date hereof;
 
(e)   Death of all of the Members simultaneously or within a period of [spelled number of days] (______) days, in which case the termination shall be effective as of the day preceding the day of the death of the first Member to die, and the Interests and any insurance policies owned by the Company or any deceased Member's estate shall be owned free of the terms of this Agreement;
 
(f)   Bankruptcy or insolvency of any of the parties hereto or the appointment of the receiver of the assets of any of the parties hereto if said appointment is not  vacated within [spelled number of days] (______) days after the same becomes effective;
 
(g)   Disqualification of or loss of license required by any federal, state, or local governmental unit that prevents the Company from the ongoing operation of its business;
 
(h)   Upon the election of a Member if (1) the other Members violate any provision of this Agreement; (2) the other Members fail to pay a premium on any policy subject to the terms of this Agreement within the grace period, provided such premium is not paid by the insured Member in accordance with the provisions of this Agreement; or (3) the other Members assign, surrender, borrow against or change the beneficiary of any policy subject to the terms of this Agreement; or
 
(i)   A single Member's becoming the owner of all of the Interests of the Company which are then subject to this Agreement.
 
The termination of this Agreement for any reason shall not affect any right or remedy here existing prior to the effective date of termination.
 
11.11   Counterparts
 
This Agreement may be executed and delivered in any number of counterparts, all of which when executed and delivered shall have the force and effect of an original, except that some schedules may exist only on the original copy retained in the Company's records.
 
11.12   Notices
 
Any and all notices, requests, or other communications hereunder provided for herein shall be given in writing and sent by hand delivery or by registered or certified mail, return receipt requested, with firstclass postage prepaid; and such notices shall be addressed:  (1) if to the Company, to the principle office of the Company; and (2) if to any Member, to the address of the Member as reflected in the records of the Company, unless notice of a change of address is furnished to all parties in the manner provided in this Section 11.12.  Any notice that is required to be made within a stated period of time shall be considered timely if delivered or mailed before midnight of the last date of such period.
 
11.13   "Days" Defined
 
Any reference in this Agreement to "days" means all calendar days, exclusive of Saturdays, Sundays, and days which are legal holidays under the laws of the United States or the state whose laws govern this Agreement pursuant to Section 11.6.
 
11.14   References to Gender and Number Terms
 
In construing this Agreement, feminine or neuter pronouns shall be substituted for those masculine in form and vice versa, and plural terms shall be substituted for singular and singular for plural, in any place in which the context so requires.
 
11.15   Headings
 
The Article and Section headings in this Agreement are inserted for convenience only and are not part of the Agreement.
 
11.16   References to the Internal Revenue Code and Other Statutes
 
(a)   All references in this Agreement to the Internal Revenue Code mean the 1986 Internal Revenue Code, as amended from time to time, and all revisions, recodifications, or replacements of that code.
 
(b)   Any reference to any other statute includes any amendment, replacement, or recodification of such statute.
 
11.17   Priority Over Company's Operating Agreement
 
This Agreement shall take priority over the Operating Agreement with respect to the matters set forth herein and shall be deemed to modify or amend any conflicting provisions in the Operating Agreement.
 
11.18   Agreement Drafted by Company's Attorney
 
Each of the Members acknowledges that the Company's counsel prepared this Agreement on behalf of and in the course of such counsel's representation of the Company, and that:
 
(a)   He or she has been advised that a conflict may exist between his or her interests and those of the Company and the other Members; and
 
(b)   He or she has been advised by the Company's counsel to seek the advice of independent counsel; and
 
(c)   He or she has had the opportunity to seek the advice of independent counsel; and
 
(d)   He or she has received no representations from the Company's counsel about the tax consequences of this agreement; and
 
(e)   He or she has been advised by the Company's counsel that this agreement may have tax consequences; and
 
(f)   He or she has been advised by the Company's counsel to seek the advice of independent tax counsel; and
 
(g)   He or she has had opportunity to seek the advice of independent tax counsel.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date specified in the first paragraph on page 1.
 
______,
 
A[n] ______ Limited Liability Company,
 
[Signature of Member]
 
[Notary for Member]
 
 
 
 
 
 
 
 
 
Number of Pages45
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Comprehensive Buy-Sell Agreement between Members
(Limited Liability Company)

 

 
This Agreement is made and entered into as of ______, by and between ______, a[n] ______ limited liability company (the "Company"), and the individuals whose names are listed on the signature page below (hereinafter sometimes individually referred to as "Member" and collectively referred to as the "Members")*[, and ______ Trust Company, a domestic corporation with its principal place of business at ______, ______, ______  ______ (the "Trustee")]*.
 
Recitals
 
   A.   The respective interest of each Member in the Company is as follows:
 
Name
Interest
______
______%
 
 
[B.   The Members and the Company wish to provide for certain restrictions on the transfer of interests in the Company (each Member's interest in the Company is hereinafter sometimes referred to as his or her "Interest" and the interests of all the Members are sometimes collectively referred to as the "Interests "), and to create certain options and obligations for the purchase and/or sale of the Interests upon the occurrence of certain events, all as provided in this Agreement.]
 
OR
 
[B.   The Members and the Company believe it is in their best interest and that of the Company to restrict each Member's right to dispose of the Interests and all rights and interests therein now owned or hereafter acquired upon the occurrence of (1) a Member's death, (2) the disability, retirement or resignation of a Member who is employed by the Company, (3) the termination, with or without cause, of a Member's employment with the Company or (4) the voluntary or involuntary sale or disposition of any Interest owned by a Member (collectively, the "Triggering Events"); and the Members and the Company also believe it is in their best interest to provide for the redemption or purchase of the Interest when a Triggering Event occurs.]
 
NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other valuable consideration, receipt of which is hereby acknowledged, it is mutually agreed and covenanted by and among the parties to this agreement as follows:
 
1.   Restrictions on Transfers
 
1.1   Scope of Agreement
 
(a)   This Agreement shall apply to all transfers of Interests, either now owned or hereafter acquired, by the Members, whether voluntary, involuntary, or by operation of law, whether resulting from death, bankruptcy, insolvency, or otherwise.
(b)   It is understood by the parties hereto that the Interests owned by some of the Members are owned jointly by said Member and his or her spouse.  The parties hereto agree that the spouses of the respective Members shall in all respects be bound by this Agreement and that in the event that a Member is required to sell his/her Interest pursuant to this Agreement, the respective spouse must comply with this Agreement as to Interest owned by such spouse as if the Interest were owned by the Member and shall execute any and all documents required as a result thereof.  It is further understood and agreed by the parties hereto that the provisions of this Agreement which trigger an option or obligation to sell stock of the Company refer only to events relating to the said Members and will have no force or effect upon events relating to their respective spouses.
 
1.2   Restrictions on Transfer by Members
 
(a)   Except as otherwise provided in this Agreement or as agreed upon by the prior written consent of the other Members, no Member shall or may sell, exchange, deliver or assign, dispose of, bequeath or gift, pledge, mortgage, hypothecate or otherwise encumber, transfer, or permit to be transferred, whether voluntarily, involuntarily, or by operation of law (including, without limitation, the laws of bankruptcy, insolvency, intestacy, descent, and distribution and succession), all or any of the Interest which are now owned or hereafter acquired by such Member.
 
(b)   Notwithstanding the other provisions of this Agreement, in the event of the death of a Member, the Interest of the deceased Member may be transferred by testamentary instrument to the executor, administrator, personal representative, estate, distributee, or distributees of the estate of the deceased Member, provided that, as a condition precedent to the transfer of the Interest, the prospective transferee of the Interest shall:  (1) provide, or cause to be provided, to the Company, if requested by the Company, sufficient evidence of the legal right and authority of the prospective transferee to have the Interest so transferred and registered, and (2) comply with the provisions of this Agreement.  In the event that neither the estate of the deceased Member nor its distributees elect to acquire said Interest, the provisions of Section 4 herein shall be applicable to such Interest.
 
(c)   Any Interest transferred at the death of a Member by virtue of a will or the applicable intestacy laws to an individual (or to a trust whose sole beneficiary is an individual) who at the time of the death of the Member is a Member shall be exempt from the provisions of this Agreement, unless the devisee, legatee, or beneficiary, as the case may be, shall otherwise elect within [spelled number of days] (______) days after the notice of the buyout right required by Section 7.1 is delivered.
 
(d)   Any Interest transferred at the death of a Member by virtue of a will or the applicable intestacy laws to a member of the deceased Member's immediate family (or to a trust all of whose beneficiaries are members of the deceased Member's immediate family) shall be exempt from the provisions of this Agreement unless the devisee, legatee, or beneficiary, as the case may be shall otherwise elect within [spelled number of days] (______) days after the notice required by Section 7.1 is delivered.  For purposes hereof, the immediate family of a deceased Member shall mean the deceased Member's spouse, parents, lineal descendants (including adopted children and stepchildren), the spouse of any lineal descendant, and brothers and sisters.
 
(e)   Notwithstanding the other provisions of this Agreement, all or any portion of the Interest of a Member may at any time or times be transferred by the Member to any of the following (and such transfer shall be registered on the books of the Company):  (a) the Member's parent, spouse, brother or sister, natural or adopted lineal descendant, or spouse of such descendant; (b) any other Member; (c) the trustee of a trust, whether inter vivos or testamentary, of which only the Member and/or any person or persons named in (a) or (b) of this section is the beneficiary or beneficiaries; (d) a company, foundation, or other organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended ("Code"), or in a comparable successor provision, and exempt from income taxation under section 501(a) of the Code or under a comparable successor provision; or (e) the settlor or settlors or beneficiary or beneficiaries of a trust, but only if the trustee of such trust was previously a party to this Agreement as a Member; provided, however, that as a condition precedent to any transfer of the Interest as provided in this section, the transferee shall comply with the provisions of this Agreement.  In the event that any Member shall transfer any or all of his/her Interest to any person or entity pursuant to this section, and in the further event that the Member shall be required to transfer all of his/her Interest to the Company and/or any other Member pursuant to any provision of this Agreement, the transferee of the Member's Interest shall be required to transfer all of the Interest that are required to be transferred by the Member to the Company and/or the other Members upon the same terms and conditions as the Member.
 
(f)   Notwithstanding the other provisions of this Agreement, a Member may, in accordance with the provisions of this section, assign, pledge, mortgage, hypothecate, or otherwise encumber all or any of the Interest now owned or hereafter acquired by such Member in connection with any bona fide indebtedness owed by such Member; provided, however, that the following shall be an express written condition of any such assignment, pledge, mortgage, hypothecation, or other encumbrance.  If such Member should default in the payment of or in any other manner on the note or other obligation secured by the aforesaid assignment, pledge, mortgage, hypothecation, or other encumbrance, then the Company (and, to the extent the Company does not act, the other Members) shall have the right and power to cure such default (and to receive such assigned, pledged, mortgaged, hypothecated, or otherwise encumbered Interest as consideration therefor) in order to acquire title to such Interest and to prevent the sosecured creditor or creditors from taking title (either legal or equitable) to such Interest.
 
(g)   The following transfers are permitted and shall not be subject to any of the restrictions set forth in this Agreement:
 
(h)   Despite any provision of this Agreement to the contrary, if any permitted transferee of any donor Member tries to transfer any or all of his or her Interest received from that donor Member to anyone other than that donor Member and/or the permitted transferee's permitted transferees, or if any such Interest would be transferred, awarded, or confirmed to any such person (whether voluntarily, involuntarily, or by operation of law) were it not for the provisions of this paragraph, then that donor Member shall have the exclusive right to purchase any or all of the Interest that would be transferred but for this paragraph, during a period of [spelled number of days] (______) days after the Company receives notice specifying the name and address of the proposed transferee, the Interest proposed to be transferred, awarded, or confirmed, and any price for which the Interest is to be transferred, awarded, or confirmed or the permitted transferee's desire to transfer the Interest or of any event or occurrence that would cause the Interest to be transferred, awarded, or confirmed.  If the donor Member does not timely exercise this right, then the notice shall be considered to be the Offer Notice, and the Company and the Members (including the donor Member) shall have the right to purchase the Interest that would be transferred but for this paragraph as otherwise provided in the Agreement.
 
1.3   Agreement Binding Upon Transferees
 
In the event that, at any time or from time to time, any Interest is transferred to any party, other than the Company or any Member, pursuant to any provision hereof, the transferee shall take such Interest pursuant to all provisions, conditions, and covenants of this Agreement, and, as a condition precedent to the transfer of such Interest, the transferee shall agree, for and on behalf of him-/her- or itself, his/her/its legal representatives, and his/her/its transferees and assigns, in writing to be bound by all provisions of this Agreement as a party hereto and in the capacity of a Member.  In the event that there shall be any transfer to any person or entity pursuant to any provision of this Agreement and in compliance with the provisions of this Agreement, all references herein to the Members or to any Member shall thereafter be deemed to include such transferee, and the provisions of this Agreement shall thereafter be applicable to such transferee (and not the transferor Member).
 
1.4   Transfers in Violation of Agreement
 
Any purported sale, assignment, mortgage, hypothecation, transfer or pledge of, creation of a security interest in, lien or encumbrance on, gift, nonvoting trust, or any other disposition of any Interest by any Member or any successor to any Member that violates any provision of this Agreement, will be invalid, and any such Interest will not be entitled to vote or receive distributions thereon during the period of any such violation.  Such disqualifications will be in addition to, and not in substitution of, any other legal or equitable remedies to enforce such provisions.  The Company and its Members shall not be liable to any person for any action or refusal to act taken under the provisions of this subsection.
 
1.5   Specific Performance of Obligations
 
Strict compliance shall be required with each and every provision of this Agreement, it being understood and agreed that no Member shall have the right or power to sell or assign any of his/her Interest except in strict compliance with the procedures set forth in the Agreement.  The parties hereto agree that the Interests are unique, that failures to perform the obligations provided by this Agreement shall result in irreparable damage, and that specific performance of these obligations may be obtained by suit in equity.
 
1.6   Transfer Record
 
The Company shall keep a transfer book in which shall be recorded the name and address of each Member.  No transfer or issuance of any Interest shall be effective or valid unless and until recorded in the transfer book.  The Company agrees not to record any transfer or issuance of Interest in the transfer book unless the transfer or issuance is in strict compliance with all provisions of this Agreement.  Each Member agrees that, in the event he/she desires to make a transfer within the provisions hereof, he/she shall furnish to the Company such evidence of his/her compliance with this Agreement as may be reasonably required by the Managers of, or counsel for, the Company.
 
1.7   Endorsement on Certificates
 
Each certificate representing an Interest now or hereafter held by any Member shall bear any legend or legends required by applicable securities laws and, in addition thereto, shall bear a statement in substantially the following form:
 
"The voluntary or involuntary encumbering, transfer, or other disposition (including without limitation, any disposition pursuant to the laws of bankruptcy, intestacy, descent and distribution or succession) of the Interest evidenced by the within Certificate is restricted under the terms of an Agreement, dated [Date], by and among the Company and [Names of Owners], a copy of which Agreement is on file at the principal office of the Company.  Upon written request of either such Member of the Company, the Company shall furnish, without charge to such Member, a copy of such Agreement.  By accepting the Interest evidenced by this certificate the holder agrees to be bound by the Agreement."
 
1.8   Agreements by the Company
 
The Company agrees, for and on behalf of itself and its successors and assigns, that (1) it hereby consents to this Agreement; (2) it shall not issue, transfer, or reissue any Interest in violation of the provisions of this Agreement; and (3) all certificates representing Interests issued by the Company and held by any Member shall bear an endorsement in substantially the form specified in Section 1.7 hereof.
 
1.9   Condition Precedent to Admission of Transferee as Substitute Member
 
No person to whom an Interest is properly transferred under the terms of this Agreement shall be substituted as a new member of the Company in place of the transferring Member until each of the following conditions have been satisfied:
 
(a)   The transferee has agreed in a writing delivered to each remaining Members to assume all of the obligations and undertakings of the transferor under both this Agreement and the operating agreement of the Company as then in effect (the "Operating Agreement");
 
(b)   The transferee has paid a fee not to exceed $______ to cover the costs of preparing, executing and recording all pertinent documents;
 
(c)   The transferee has been elected a new Member by the unanimous affirmative vote of the remaining Members; and
 
(d)   Any other conditions specified in the Operating Agreement or any other agreement among the Members have been fully satisfied.
 
1.10   Effect of BuySell Events on Company
 
The occurrence of any event which triggers an option or obligation to purchase and sell a Member's Interest hereunder (the Member whose Interest is to be sold is referred to as the "Selling Member") will not dissolve the Company, and the Members (other than the Seller Member) will continue the business of the Company under the terms of the Operating Agreement.  The Selling Member (or his/her legal representative) will have the same rights (subject to the same limitations) as the Selling Member had before the event which triggered the option or obligation to purchase or sell the Interest, and shall be subject to the provisions herein with respect to the purchase and sale of the Selling Member's Interest.
 
1.11   Deposit of Interest
 
The Members agree to and hereby do deposit with the Trustee all of their respective Interests properly endorsed in blank, to be held and disposed of by the Trustee in accordance with this agreement.  Such endorsement and deposit shall not affect the right of the Member to vote the Interest and receive distributions thereon until such time as the full purchase price has been paid as herein provided.  All Interests later issued to any Member shall be endorsed in blank and deposited with the Trustee.  Each Member will continue to be the owner of the Interests which are endorsed as being subject to the terms of this agreement and shall be edntitled to exercise all the rights of ownership with respect to such Interest except to the extent such rights are modified by the terms of this agreement.  Upon the termination of this agreement for any cause set forth in this agreement, the Trustee shall deliver all the certificates for Interests deposited by each Member to such Member, or the legal representative of his or her estate.
 
]*2.   Voluntary Lifetime Transfers
 
2.1   Receipt of Bona Fide Offer
 
(a)   In the event that any Member shall receive a Bona Fide Offer (as defined below) to purchase all, but not less than all, of such Member's Interest and in the further event that the Member shall desire to accept the Bona Fide Offer, the Member (the "Offering Member") shall promptly send notice to the Company in accordance with Section 7.1, and the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the Offering Member's Interest at the price and on the other terms set forth in Sections 8 and 9.
 
[(b)   For purposes hereof, an offer shall only be considered to be a "Bona Fide Offer" if it is accompanied by a bank or certified check in an amount equal to not less than ______% percent of the purchase price specified in the Bona Fide Offer, the identity of the purchaser is disclosed, and the offer is for all of the Interest of the Offering Member.]
OR
 
[(b)   For purposes hereof, "Bona Fide Offer" shall mean a legally enforceable offer in writing, made and signed by an offeror or offerors who is, or who are, not an affiliate of the Offering Member and who is a person or person or entity or entities financially capable of carrying out the terms of such Bona Fide Offer.  As used in the prior sentence, the term "affiliate," as it relates to any person or entity, shall mean any parent, spouse, brother, or sister, or natural or adopted lineal descendant or spouse of such descendent of such person (any such person hereinafter being referred to as a "Relative"), and any proprietorship, partner, officer, director, employee, consultant, independent contractor, coventurer, employer, agent, representative, settlor, or beneficiary.]
 
2.2   Member Desires To Sell
 
In the event that any Member, not in receipt of a Bona Fide Offer, shall desire to dispose of his/her Interest, such Member (the "Offering Member") shall promptly send notice to the Company in accordance with Section 7.1, and the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the Offering Member's Interest at the price and on the other terms set forth in Sections 8 and 9.
 
3.   Involuntary Lifetime Transfers
 
3.1   Option Upon Involuntary Lifetime Transfer
 
Upon the occurrence of any Involuntary Lifetime Transfer (as defined in Section 3.2 below), the Company and/or other Members shall have the option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the Interest that are subject to the involuntary transfer for the price and on the other terms and conditions set forth in Sections 8 and 9.
 
3.2   Involuntary Lifetime Transfers
 
As used in this Agreement, an "Involuntary Lifetime Transfer" shall be deemed to occur whenever any of the following takes place:
 
(a)   A Member's Interest is involuntarily sold, transferred or otherwise disposed, or an involuntary sale, transfer or disposal is threatened by any third party, whether by sale upon execution or in foreclosure of any pledge, hypothecation, lien or charge, or any other means;
 
(b)   A Member files a voluntary petition under any federal or state bankruptcy, insolvency or related law or a petition for the appointment of a receiver, or makes an assignment for the benefit of creditors, or is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable Interest with respect to his/her Interest in the Company and such involuntary petition, assignment, or attachment is not discharged within [spelled number of days] (______) days after its effective date;
 
(c)   A guardian or conservator is appointed for a Member; or
 
(d)   In connection with the dissolution of marriage of any married Member, the Member enters into a property settlement agreement or any court issues an interlocutory decree or other order, the terms of which transfer or award any Interest to the Member's spouse, whether as a confirmation or disposition of the spouse's rights under applicable community property, quasicommunity property or similar state law.
 
3.3   Residual Right Of First Refusal
 
Notwithstanding the option granted Section 3.1 above, if, in connection with the dissolution of marriage of any married Member, any court issues an interlocutory decree or other order which incorporates a property settlement agreement of the parties, and which transfers or awards any Interest to the Member's spouse, whether as a confirmation or disposition of the spouse's rights under applicable community property, quasicommunity property or similar state law, then the Member against whom such order is entered shall have a right of first refusal to purchase such Interest from his/her spouse, and the Company and the other Members shall have the residual right of refusal and option to purchase any of such Interest which the Member declines or fails to purchase.  The Interest of the spouse required to offer Interest for sale pursuant to this subsection that are not purchased pursuant to their terms hereof shall continue to be subject to the terms and conditions of this Agreement. The spouse required to offer Interest for sale pursuant to this subsection shall not be obligated to sell such Interest unless all the Interest owned by that spouse are purchased pursuant to the options described above.
 
4.   Purchase of Interest on Death of Member
 
4.1   Purchase and Sale of Interest
 
[Upon the death of an individual Member, the executor or administrator of his/her estate shall sell and the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the decedent's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the decedent's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by himself/herself, his/her estate, his/her executors or administrators, his/her personal and legal representatives, or his/her heirs, distributees or beneficiaries.]
 
OR
 
[Upon the death of an individual Member, the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the decedent's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the decedent's Interest shall be deemed and considered to include all Interests in which  he/she has any interest, legally or beneficially, including Interests owned by himself/herself, his/her estate, his/her executors or administrators, his/her personal and legal representatives, or his/her heirs, distributees or beneficiaries.]
 
OR
[Upon the death of an individual Member, the executor or administrator of the estate of the deceased Member may require the Company to purchase, or cause to be purchased, in accordance with the procedures in Section 7, all (but not less than all) of the decedent's Interest at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the decedent's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by himself/herself, his/her estate, his/her executors or administrators, his/her personal and legal representatives, or his/her heirs, distributees or beneficiaries.]
 
4.2   Company's Purchase of Life Insurance Policies
 
(a)   The Company hereby acknowledges that it is the applicant, owner, and beneficiary of the following life insurance policies:
 
Policy No.
Insurance Company
Amount
Insured Member
______
______
$______
______
 
(b)   Each policy referred to in this section shall be the sole and absolute property of the Company, and the Company may apply any dividends declared and paid on such policies to the payment of premiums; provided, however, that during the term of this Agreement the Company shall not, without the unanimous written consent of the Members, exercise any right of ownership in the insurance policies (except to collect the death benefits thereof) or modify or impair any of the rights of values of the policies (including, without limitation, borrowing against them).
 
(c)   The Company agrees to pay premiums on the insurance policies and on any other life insurance policies purchased by the Company pursuant to this Section 4.2 and shall give proof of payment of premiums to any Member whenever the Member shall request proof.  Payments made by the Company pursuant to the previous sentence shall be charged to the general operating expense account of the Company.  If a premium on any life insurance policies shall not be paid within [spelled number of days] (______ days after its due date, the insured shall have the right to pay the premium and to be promptly reimbursed therefor by the Company.
 
(d)   Upon the prior written consent of the Members, the Company shall have the right to purchase additional life insurance policies on the lives of the Members; provided, however, that any additional life insurance policies must be purchased in the same ratio, as to face amount, as the Members' proportional Interests in the Company bear to one another at the time of the purchase.  In the event that the Company decides to purchase additional insurance on the Members, the Members hereby agree to cooperate fully by performing all the requirements of the insurer that are necessary conditions precedent to the issuance of such life insurance policies.
 
(e)   In the event that, in accordance with the provisions of this Agreement, a Member shall transfer all of his/her Interest other than pursuant to Section 4 hereof, or, in the event that this Agreement shall terminate, then, in either event, the Member who transfers his/her Interest, or all Members in the event of the termination of this Agreement, shall have the right to purchase from the Company any life insurance policies on which such Members  are the named insured, by paying to the Company an amount equal to the cash value of such policy or policies, if any, the unearned premiums on such policy or policies, or One Dollar ($1.00), whichever is greatest.  In the event a Member exercises this option to purchase, the Company shall promptly deliver to the Member the policy or policies, together with all written documents necessary to convey full title to him/her.  If a Member does not exercise this purchase option, the Company may dispose of or deal with the policy or policies in any manner it desires.
 
(f)   The Life Insurance Company:  (1) shall not be deemed to be a party to this Agreement for any purpose nor in any way responsible for its validity; (2) shall not be obligated to inquire as to the distribution of any monies payable or paid by it under any policy issued to any Member as owner on the life of any other Member; and (3) shall be fully discharged from any and all liability under the terms of any policy issued by it which is subject to the terms of this Agreement, upon payment or other performance of its obligations in accordance with the terms of such policy.
 
4.3   Member's Purchase of Life Insurance Policies
 
(a)   The parties hereto acknowledge the existence of the following policies:  
 
Policy Owner
Policy No.
Insurance Company
Amount
Insured Member
______
______
______
$______
______
 
(b)   Each policy referred to in this section shall be the sole and absolute property of the owner, and any dividends payable upon the policies prior to maturity by the death of the insured shall be paid to the owner in cash or disposed of as such owner may choose to direct.
 
(c)   Each Member covenants and agrees to pay on or before the due date the premiums on the insurance policy referred to in this section of which such Member is the owner, until such time as any of the events specified in subsection (d) hereof shall occur, and shall give proof of payment of premiums to the other Member (hereinafter referred to as the "Insured") whenever the Insured shall request proof.  If a premium shall not be paid within [spelled number of days] (______) days after its due date, the Insured shall have the right to pay the premium and to be reimbursed therefor by the other Member.  The parties hereto authorize the Life Insurance Company to give the Insured any information which he or she requests with respect to the policy or policies on his or her life owned by the other Member.
 
(d)   In the event that a Member shall transfer all of his/her Interest other than pursuant to Section 4 hereof, or, in the event that this Agreement shall terminate, then, in either event, the Member who transfers his/her Interest, or all Members in the event of the termination of this Agreement, shall have the right to purchase from the other Members the life insurance policies on which the Members purchasing the policies are the named insured, by paying to the Member transferring the policies an amount equal to the cash value of the policies, if any, the unearned premiums on the policies, or One Dollar, whichever is greatest.   In the event a Member exercises this option to purchase, the owner thereof shall promptly deliver to the Member the policy or policies, together with all written documents necessary to convey full title to him/her.  If the Member does not exercise this purchase option, the owner of the policy or policies may dispose of or deal with them in any manner the owner desires.
 
(e)   Upon the death of a Member, the surviving Members shall have the right to purchase from the estate of the deceased Member the life insurance policies on which the surviving Member is the named insured by paying an amount equal to the cash value of the policies, if any, the unearned premiums on the policies, or One Dollar, whichever is greatest.  In the event a Member exercises this option to purchase, the administrator of the estate of the deceased Member shall promptly deliver to the insured Member the policy or policies insuring his/her life, together with all written documents necessary to convey full title to  him/her.  If the Member does not exercise this purchase option, the administrator of the estate of the deceased Member may dispose of or deal with any such policy or policies in any manner he/she desires.
 
(f)   In the event of a transfer of a life insurance policy pursuant to the provisions of subsections (d) and (e) hereof, the owner of the policy shall complete, execute, have acknowledged, and deliver to the appropriate insurance company or companies all forms necessary to effect the change of ownership and, if requested by the purchaser of the policy, all forms necessary to effect a change of beneficiary, as requested by the purchaser.
 
(g)   If the Interests increase substantially in value, the parties hereto agree to purchase additional insurance from the Life Insurance Company, unless the particular insured is not insurable at standard rates at the time such added insurance is required, in order that the insurance proceeds payable upon the death of a Member will be adequate to enable the surviving Member to complete the purchase of the Interest of the deceased Member under the terms of this Agreement.
 
4.4   Trustee Provisions
 
(a)   The Trustee agrees to receive and safeguard the insurance policies subject to this agreement, the original copy of this agreement, and all other documents which may be executed in order to carry out the provisions of this agreement.  The Trustee shall be under no obligation to make any premium payments on any life or other insurance policies.
 
(b)   Upon the death or disability of a Member, the Trustee shall:
 
(1)   Make claim as the designated beneficiary of the insurance policies subject to this agreement to the proceeds of such policies issued with respect to the deceased or disabled member.  The Trustee shall be under no obligation to institute any action to recover the proceeds of any of the policies unless one or more of the Members agrees to indemnify satisfactorily the Trustee for all expenses and attorney's fees connected therewith;
 
(2)   Demand and receive from the remaining Members any promissory notes required to be executed by them as set forth in this agreement and deliver such notes to the executor, administrator or other legal representative of the deceased; and
 
(3)   Make the payments as established under this agreement with respect to the purchase of Interests upon the death or disability of a Member upon receipt of title to the deceased or disabled Member's Interest.
 
(c)   Upon the termination of this agreement, the Trustee shall deliver the insurance policies and other items held by it subject to this agreement back to their respective owners.
 
(d)   By mutual agreement in writing, which agreement shall be attached hereto and made a part hereof as Schedule ______, the Members and the Company may remove the Trustee and appoint a new Trustee.  The Trustee or any successor Trustee shall resign and discharge itself of the trust by notice in writing to the Members and to the Company, but such resignation shall not be effective until [spelled number of days] (______) days after receipt of such written notice.  If a Trustee resigns or is removed, the Trustee shall deliver to the successor Trustee all insurance policies and other documents kept by it in accordance with this agreement.  A successor Trustee shall have the same rights, duties and powers as the original Trustee.
 
(e)   The Trustee shall be paid as compensation a commission of ______% of all amounts paid by the Trustee in the event that a Member should die or become disabled while this agreement is still in force.  If this agreement is terminated other than by the death of a Member, the Trustee shall receive a fee of $______ for its services.  The Trustee's commissions or fees, as the case may be, and expenses shall be paid by the Company.
 
5.   Purchase of Interest on Termination of Employment
 
5.1   Disability
 
[(a)   In the event an individual Member who is employed by the Company shall become permanently disabled, as defined below, the disabled Member (or his/her successor in interest) shall sell and the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) his/her Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the disabled Member's Interest shall be deemed and considered to include all Interests in which he/she has any Interest, legally or beneficially, including Interests owned by himself/herself or his/her personal and legal representatives.]
 
OR
 
[(a)   In the event an individual Member who is employed by the Company shall become permanently disabled, as defined below, the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the disabled Member's Interest at the price and on the terms set forth in Sections 8 and 9.  For purposes hereof, the disabled Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by himself/herself, his/her personal and legal representatives.]
 
OR
 
[(a)   In the event an individual Member who is employed by the Company shall become permanently disabled, as defined below, the disabled Member (or his/her successor in interest) may require the Company to purchase, or cause to be purchased in accordance with the procedures set forth in Section 7, all (but not less than all) of the decedent's Interest at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the disabled Member's Interest shall be deemed and considered to include all Interests in which he/she has any Interest, legally or beneficially, including Interests owned by himself/herself or his/her personal and legal representatives.]
 
[(b)   For purposes of subsection (a) above, a Member shall be deemed to be "permanently disabled" when, as a result of his or her incapacity due to physical or mental disability or illness (1) Member shall have satisfied all of the conditions for the receipt of permanent disability benefits under the terms of any disability income policy maintained by the Company for Member's benefit or maintained by the Member, the premiums for which are paid by the Company, or (2) if no such disability income policy shall be in existence, Member shall, for a period of six months, have been incapable of performing Member's customary duties on behalf of the Company on a substantially fulltime basis and either (A) two physicians licensed to practice in the state in which Member is then a resident shall certify in writing to the Company that such Member is unable to perform such Member's normal duties for the Company on a substantially fulltime basis or (B) Member shall refuse to submit to a physical examination requested in writing by the Company and/or holders of not less than a majority of Interest held by Members other than such disabled Member for determining whether the certificate described in clause (A) of this subsection shall be issued.]
 
OR
 
[(b)   For purposes of subsection (a) above, a Member shall be deemed to be "permanently disabled" when the Member has been totally disabled, as such term is defined and used in disability insurance policies, for a continuous period of 12 months.]
 
[(b)   For purposes of subsection (a) above, a Member shall be deemed to be "permanently disabled" if, due to any mental or physical illness or impairment, he/she is unable to substantially perform the services which he/she customarily performs for the Company for at least [spelled number of days] (______) calendar days in any twelve month period.]
 
[(b)   For purposes of subsection (a) above, a Member shall be deemed to be "permanently disabled" if, due to any mental or physical illness or impairment, he/she is unable to perform as an employee of the Company substantially all of the duties which he/she customarily performs for the Company for a period of [spelled number of months] (______) substantially consecutive months.]
 
OR
 
[(b)   For purposes of subsection (a) above, a Member shall be deemed to be "permanently disabled" if, in the reasonable opinion of the Member's physician, any physical or mental disability substantially prevents a Member from performing his or her duties as an employee of the Company, for the foreseeable future or any period in excess of two years.]
 
OR
 
[(b)   For purposes of subsection (a) above, a Member shall be deemed to be "permanently disabled" if he/she is completely unable to continue to perform the duties incident to his/her employment with the Company as a result of mental or physical illness, sickness, or injury.  The determination of whether a Member is disabled shall be made by the managers of the Company (other than such Member, if then serving as a manager) and shall be based on competent medical advice, and the determination of such managers as to the disability of a Member shall be conclusive and binding on the Company and the Members.]
 
(c)   If the parties fail to agree whether a Member is permanently disabled for purposes hereof, the disabled Member or his or her personal representative shall designate one arbitrator and the Company another and these two shall select a third arbitrator, all of whom together shall render a determination as to disability.  The arbitrators shall be entitled to receive and rely on any medical advice or other advice that they shall deem necessary, and their determination on evidence so received shall be final and binding on the parties hereto.
 
5.2   Resignation
 
[Upon receipt by the Company of notice from an individual Member who is employed by the Company of his/her resignation of employment with the Company, the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the resigning Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the resigning Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by himself/herself, or his/her personal and legal representatives.]
 
OR
 
[Upon receipt by the Company of notice from an individual Member who is employed by the Company of his/her resignation of employment with the Company, the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the resigning Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the resigning Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by himself/herself, or his/her personal and legal representatives.]
 
5.3   Termination With Cause
 
[(a)   Upon the Company terminating an individual Member's employment with the Company for cause, as defined below, the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
OR
 
[(a)   Upon the Company terminating an individual Member's employment with the Company for cause, as defined below, the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
(b)   For purposes of subsection (a) above, termination "for cause" shall refer to the termination of employment of a Member by the Company because of (1) conviction of or a plea of guilty to any felony or misdemeanor of high moral turpitude; (2) dishonesty detrimental to the best Interests of the Company; (3) the willful failure of an employee to observe or perform any of his/her duties and obligations as an employee of the Company, and the continued failure of such employee to observe or perform the same for a period of [spelled number of days] (______) business days from the date of his/her receipt of notice from the Company specifying the act or acts of such employee deemed by the Company to be in violation of or contrary to the terms of his/her employment and therefore harmful to the Company; or (4) violation of any of the material terms and conditions of this Agreement.  Notwithstanding the foregoing, nothing contained in this subsection or this Agreement shall constitute or be deemed to be an obligation of the Company to employ any Member.
 
(c)   In the event of a dispute with respect to the definition of "cause", the terminated Member shall have the right to cause such dispute to be submitted to arbitration before a single arbitrator in ______ in accordance with the rules of the American Arbitration Association as then in effect.  Judgment upon the award rendered may be entered in any court having jurisdiction thereof.
 
5.4   Termination Without Cause
 
[Upon the Company terminating an individual Member's employment with the Company for any reasons other than for cause (as defined above), the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.
 
OR
 
[Upon the Company terminating an individual Member's employment with the Company for any reasons other than for cause (as defined above), the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by himself/herself, or his/her personal and legal representatives.]
 
OR
 
[Upon the Company terminating an individual Member's employment with the Company for any reasons other than for cause (as defined above), the terminated Member may require the Company to purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of his/her Interest at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.
 
5.5   Retirement
 
[Upon the voluntary termination an individual Member's employment with the Company after he/she reaches age ______ years or compulsory termination of his/her employment pursuant to the Company's then existing retirement policy, the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the retiring Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the retiring Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
OR
 
[Upon the voluntary termination an individual Member's employment with the Company after he/she reaches age ______ years or compulsory termination of his/her employment pursuant to the Company's then existing retirement policy, the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the retiring Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the retiring Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
OR
 
[Upon the voluntary termination an individual Member's employment with the Company after he/she reaches age ______ years or compulsory termination of his/her employment pursuant to the Company's then existing retirement policy, the retiring Member may require the Company to purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of his/her Interest at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the retiring Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
5.6   Termination
 
[If any individual Member who is employed by the Company on a parttime or fulltime basis ceases to be employed by the Company for any reason other than death, whether with or without cause, including but not limited to the resignation, retirement or disability of the Member, the Company and/or remaining Members shall purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
OR
 
[If any individual Member who is employed by the Company on a parttime or fulltime basis ceases to be employed by the Company for any reason other than death, whether with or without cause, including but not limited to the resignation, retirement or disability of the Member, the Company and/or remaining Members shall have an option to purchase, in accordance with the procedures set forth in Section 7, all (but not less than all) of the terminated Member's Interest at the price and on the other terms set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
[If any individual Member who is employed by the Company on a parttime or fulltime basis ceases to be employed by the Company for any reason other than death, whether with or without cause, including but not limited to the resignation, retirement or disability of the Member, the terminated Member may require the Company to purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of his/her Interest at the price and on the other terms and conditions set forth in Sections 8 and 9.  For purposes hereof, the terminated Member's Interest shall be deemed and considered to include all Interests in which he/she has any interest, legally or beneficially, including Interests owned by the Member, or his/her personal and legal representatives.]
 
5.7   Option for Both Parties To Require Purchase and Sale of Interest
 
In the event of the termination of employment of a Member by reason of ______ (the occurrence of  such event being hereinafter referred to as a "Triggering Event"):  (1) the Member whose employment has been so terminated (the "Terminated Member") shall have the option, exercisable at any time after the date of the Triggering Event, to require the [Company/other Members/Company and the other Members] to purchase all, but not less than all, of the Interest owned by the Terminated Member as of the date of the termination of employment, as hereinafter provided in this Section 5; and (2) the [Company/other Members/Company and the other Members] shall have the option, exercisable at any time after the date of the Triggering Event, to require the Terminated Member to sell to the [Company/other Members/Company and the other Members] all, but not less than all, of the Interest owned by the Terminated Member as of the date of the termination of employment.
 
6.   Purchase of Interest Upon Other Events
 
6.1   Deadlock
 
[(a)   In the event the Company has a deadlock, as hereinafter defined, any Member shall have the right at any time within [spelled number of days] (______) days after the date of the deadlock to file for dissolution of the Company, provided, however, that the Company shall not be dissolved if the Company and/or remaining Members purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of the Interests held by the Member or Members petitioning for dissolution for the price and on the terms and other conditions set forth in Sections 8 and 9.]
 
OR
 
[(a)   In the event the Company has a deadlock, as hereinafter defined, a group of Members owning of record ______% of the Interest shall have the right at any time within [spelled number of days] (______) days after the date of the deadlock to file for dissolution of the Company, provided, however, that the Company shall not be dissolved if the Company and/or remaining Members purchase, or cause to be purchased, in accordance with the procedures set forth in Section 7, all (but not less than all) of the Interests held by the Member or Members petitioning for dissolution for the price and on the terms and other conditions set forth in Sections 8 and 9.]
 
OR
 
[(a)   In the event the Company has a deadlock, as hereinafter defined, the Company and/or other Members shall have the option to purchase, and [members to sell in case of deadlock] (or [members to sell in case of deadlock]'s estate) shall be obligated to sell, all of the interest then owned by [members to sell in case of deadlock] (or [members to sell in case of deadlock]'s estate) in accordance with the procedures set forth in Section 7 and on the terms and other conditions set forth in Sections 8 and 9.]
 
[(b)   For purposes of subsection (a) above, a "deadlock" of the Company shall be deemed to exist whenever either (1) the Managers of the Company shall fail to approve any action properly before the Managers by reason of a tie vote taken at a duly noticed and convened meeting of the Managers or otherwise (hereinafter referred to as a "Manager deadlock"), or (2) the Members shall fail to approve any action properly before the Members or with respect to any matter that is specifically required by law to be made by the Members by reason of a tie vote taken at a duly noticed and convened meeting of the Members or otherwise (herein referred to as a "Member deadlock"), and in the further event that such Manager deadlock or such Member deadlock, as the case may be, is not conclusively resolved and evidenced by a duly executed written consent in lieu of a special meeting of the Managers or of the Members, as the case may be, within [spelled number of days] (______) calendar days immediately following the date of such Manager or Member deadlock.]
 
OR
 
[(b)   For purposes of this Agreement, a "deadlock" of the Company will be deemed to exist whenever either (a) a resolution*[, requiring a supermajority vote for passage or involving a potential total expenditure or financial commitment of $______ by the Company,]* has been formally submitted to a vote ______ times within a period of 12 consecutive months to either the Managers or the Members at a meeting called in conformity with applicable state laws and the Company's regulations and the requisite majority of the Managers or Interests, as the case may be, did not vote in favor of the resolution, or (b) a quorum shall not have been present to enable business to be conducted at ______ or more meetings of either the Managers or the Members called in conformity with applicable state law and the Company's regulations within any period of 12 consecutive months.]
 
OR
 
[(b)   For purposes of this Agreement, a "deadlock" of the Company will be deemed to exist whenever ______________________.]
 
6.2   BuySell Agreement
 
(a)   A Member (the "Offeror") may at any time make a buysell offer (the "Offer") to the remaining Member or Members (the "Offeree") by notifying the Offeree in writing of the exercise of this right and stating in such notice the cash price per share and other terms at which the Offeror is willing either to buy all the Interest owned by the Offeree, or to sell to the Offeree all of the Interest owned by the Offeror, with the price per share and the other terms being the same for both the purchase and the sale.  Unless otherwise provided in this Agreement, the Offer shall not be revocable once the aforesaid notice has been delivered to the Offeree.
 
(b)   Within [spelled number of days] (______) days after receipt by the Offeree of the Offeror's written notice of the Offer, the Offeree shall send to the Offeror a written notice stating whether the Offeree elects (1) to purchase from the Offeror all the Interest owned by the Offeror at the price per share and other terms stated in the Offer, or (2) to sell to the Offeror all the Interest owned by the Offeree at the price per share and other terms stated in the Offer.  If the Offeree shall fail to notify the Offeror whether he/she elects to buy or to sell within the time period specified above, such failure shall be deemed to be an election to sell all his/her Interest to the Offeror at the price and other terms specified in the Offer.  The Offeror shall be entitled to withdraw the buysell offer by giving the Offeree written notice of the withdrawal prior to the earlier of (1) the date the Offeree gives the Offeror written notice of his/her election to purchase or to sell pursuant to this provision or (2) the date on which the Offeree shall be conclusively deemed to have elected to sell his/her Interest to the Offeror.
 
7.   Procedures
 
7.1   Notice
 
The Company and the Members shall be entitled to a notice in writing of the event giving rise to an option or obligation to purchase under the provisions of this Agreement as follows:
 
(a)   Proposed Lifetime Transfers.  A Member shall promptly notify the Company and the other Members if he/she intends to make a proposed sale or other lifetime transfer of any of his/her Interest, setting forth the amount of the Interest to be sold, and the price and terms of sale of the Interest.  In the event that the notice pertains to a Bona Fide Offer (as provided for in Section 2.1 hereof), such notice shall contain a true and complete copy of the Bona Fide Offer, setting forth the price and all terms and conditions, with the names, addresses (both home and office), and businesses or other occupations of the offeror or offerors.  Any notice that does not contain all such requisite information shall not be considered to be a valid notice for purposes hereof.  If any of the information set forth in the Member's notice is materially false or misleading, whether or not such false or misleading statements were intentionally made, any purported transfer of the Member's Interest to such transferee shall be null and void ab initio and the Company and the remaining Members shall have a continuing irrevocable option to purchase the Interest, even after their purported transfer, which may be exercised at any time within [spelled number of days] (______) days after the disposing Member delivers a corrected notice to the Company.
 
(b)   Bankruptcy; Assignment; Attachment.  A Member shall promptly notify the Company and the other Members if he/she makes an assignment for the benefit of his/her creditors, or files or has filed against him/her any petition under any bankruptcy law, or after an attachment, execution or other process is levied against his/her Interest and is not timely released, setting forth the date and record location of the assignment, filing or levy and the name of the assignee, filing or levying party.
 
(c)   Dissolution of Marriage.  Within [spelled number of days] (______) days after the earlier of the execution of a property settlement agreement or the entry of an interlocutory decree of dissolution of marriage or other order which transfers or awards any of the Interest owned of record by a Member to the Member's spouse, the Member must notify the Company and the other Members of the date of such agreement, decree or order, and the court in which it is entered, and must notify the Company, the other Members, and his/her spouse whether he/she intends to exercise his/her right of first refusal, if any, to purchase such Interest.
 
(d)   Termination of Employment.  In the event of the termination of a Member's employment or upon a Member's resignation, retirement or permanent disability, no written notice shall be required, and the Company and the other Members shall be deemed to have taken constructive notice of such termination, resignation, retirement or permanent disability as of the effective date of the termination, resignation, retirement or disability.
 
(e)   Death.  In the event of the death of any Member, such Member's personal representative shall, within [spelled number of days] (______) days after his/her appointment, notify the Company and the other Members in writing of the Member's death, the date thereof, the appointment of said personal representative, and the Interests held by such Member at the date of his/her death.
 
(f)   Other Involuntary Lifetime Transfers.  In addition to the requirements of subsections (b) and (c) above relating to bankruptcy, assignment, attachment and dissolution of marriage, a Member shall promptly notify the Company and the other Members whenever he/she has any notice or knowledge of any circumstance or event (actual or impending) which constitutes, or may possibly constitute in the future, an Involuntary Lifetime Transfer.  Such notice shall specify (1) the Interest subject to the Involuntary Lifetime Transfer, (2) the date of the Involuntary Lifetime Transfer, (3) the identity of the proposed purchaser or transferee, and (4) the nature of the Involuntary Lifetime Transfer, and shall also include a copy of any written documents relating to the Involuntary Lifetime Transfer.
 
The notice called for above shall be a condition precedent to the right of any Member, or personal representative of a Member, to dispose of, deal in or with or distribute any of the Interests of such Member.  However, any failure to give such notice shall not in any manner affect the options to purchase such Member's Interest conferred in this Agreement.  Solely at their own election, for the purpose of exercising their option rights or performing their obligations hereunder, in the absence of written notice as called for herein, the Company and the other Members may choose to take constructive notice of the event, as of the date on which any other Member actually learned of said event, and to exercise their option rights or perform their obligations notwithstanding the absence of written notice.
 
7.2   Procedures Upon Proposed Voluntary Lifetime Transfers
 
Whenever the Company and/or the other Members have the option to purchase the Interest of a Member (or his/her successor in Interest) (the "Offering Member") pursuant to the terms of Sections 2.1 or 2.2, the following procedures shall apply:
 
(a)   For a period of [spelled number of days] (______) days after receipt of the Offering Member's notice pursuant to Section 7.1 (the "Offer Notice"), the Company shall have the right to purchase all or any part of the Interest offered (the "Offered Interest") for the price and upon the terms and conditions provided in Sections 8 and 9, by giving notice of its intention to exercise its option to the Offering Member and to the other Members within such [spelled number of days] (______) day option period.
 
(b)   In the event that the Company shall not purchase all of the Offered Interest, then the Company shall promptly give notice to the other Members of the contemplated transfer, and they shall have the right to purchase the remaining portion of the Offered Interest for the consideration and according to the terms of payment upon which the Company was entitled to purchase said Offered Interest under the provisions of subsection 7.2(a) above.  Within [spelled number of days] (______) days after the receipt of such notice, any other Member desiring to acquire any part or all of said Offered Interest shall deliver to the Company a written election to purchase said Offered Interest, or a specified portion thereof.  If the notices from the other Members specify in the aggregate more than 100% of that portion of the Offered Interest than are subject to purchase by the other Members, each such Member electing to purchase all or a portion of the Offered Interest shall be allocated a portion of the Offered Interest equal to the lesser of (1) the portion of Offered Interest which that Member has offered to purchase, or (2) the portion of the Offered Interest which bears the same ratio to the portion of Offered Interest not being purchased by the Company as the portion of the Interests owned by that Member bears to the portion of the Interests owned by all Members who have elected to purchase all or a portion of the Offered Interest.  If any portion of the Offered Interest remains to be allocated after the application of the previous sentence, it shall be allocated to those other Members who elected to purchase more of the Offered Interest than was allocated to them, with each such Member being allocated a portion of the Offered Interest equal to the lesser of (1) the portion of the Offered Interest which that Member elected to purchase less the portion of the Offered Interest already allocated to that Member, or (2) the portion of the Offered Interest which bears the same ratio to the portion of the Offered Interest which has not yet been allocated as the portion of the Interests owned by that Member bears to the total portion of the Interests owned by all Members who have elected to purchase more of Offered Interest than was allocated to them.  If all of the Offered Interest that is not being purchased by the Company has not been allocated as a result of the provisions in the previous sentence, the balance shall be allocated by successively applying the procedures in the previous sentence as many times as is necessary to allocate all of the Offered Interest.
 
(c)   No purchase of the Offered Interest pursuant to an exercise of one or more options hereunder shall be effective unless and until the Company, and/or the other Members, as the case may be, shall purchase all of the Offered Interest from the Offering Member, or such lesser number of Offered Interest as the Offering Member in his/her sole discretion may otherwise agree.
 
[(d)   If the Company and/or the other Members shall not have purchased all of the Offered Interest [spelled number of days] (______) days after the Company receives the Offer Notice, the Offering Member may sell the Offered Interest to the party identified in the Bona Fide Offer, such sale to be on the same terms and conditions as set forth in the Bona Fide Offer and to be completed by within [spelled number of days] (______) days after the Company receives the Offer Notice.  For purposes of this subsection (d), the terms "completed" or "to complete" shall mean the execution of an agreement in accordance with the terms set forth in the Bona Fide Offer and shall include the payment or delivery by the purchaser named in the Bona Fide Offer of the total purchase price in cash, promissory notes, or other evidence of indebtedness.  If the Offering Member has not received a Bona Fide Offer, he/she may attempt to complete the sale of the Offered Interest to a third party within [spelled number of days] (______) days after the Company receives the Offer Notice, at a price per share not less than the price specified in the Offer Notice.  Upon making either of the sales set forth in this subsection, the Offering Member shall furnish to the Company and the other Members documentation showing the terms thereof.]
 
OR
 
[(e)   If the Company and/or the other Members shall not have purchased all of the Offered Interest within [spelled number of days] (______) days after the Company receives the Offer Notice, then all restrictions imposed by this Agreement on such Offered Interest shall forthwith terminate.]
 
OR
 
[(f)   If the Company and the other Member shall not, individually or together, purchase (for reasons other than the Offering Member's default hereunder), within the prescribed time periods, all of the Interest covered by any Bona Fide Offer, the Offering Member shall have the right to accept the Bona Fide Offer in whole, but not in part, and to sell such Interest, subject to all of the provisions and restrictions of this Agreement, but (1) only in strict accordance with all of the provisions of the Bona Fide Offer, and (2) only if the other Members shall be given, by the person or entity that made the Bona Fide Offer (the "Bona Fide Offeror"), the option in writing to sell, for at least a [spelled number of days] (______) day period, all of his/her Interest to the Bona Fide Offeror at the same time, at the same price per share and upon the same terms and conditions as the Offering Member, such option to be conditioned upon the Bona Fide Offeror purchasing the Interest of the Offering Member.  In the event that the Bona Fide Offeror or any affiliate thereof shall offer or agree, formally or informally, directly or indirectly, in writing or otherwise, to grant or pay to the Offering Member any compensation, fringe benefits, or other remuneration of any kind whatsoever, the amount and/or the value of such remuneration shall be divided by the number of Interest to be sold by the Offering Member and the per share amount so computed shall be added to the price per share to which the other Members shall be entitled pursuant to the provisions of the foregoing sentence.  In the event that (a) the Company and the other Members shall not individually or together purchase (for reasons other than the Offering Member's default hereunder) all of the Interest of Stock subject to the Bona Fide Offer within [spelled number of days] (______) days from the date that the Offering Member sent notice pursuant to Section 7.1 hereof, (b) the Other Member shall have been given the option in writing to sell all of his/her Interest to the Bona Fide Offeror in the manner aforesaid, and (c) the Offering Member still desires to sell all, but no less than all, of his/her Interest pursuant to such Bona Fide Offer, then the Offering Member shall once again send notice to the Other Member of such proposed sale by  him/her at least [spelled number of days] (______) days prior to the date of such sale, such notice to specify the time, date, and place and the terms and conditions of such proposed sale.  Such notice shall also specify the aforesaid remuneration, if any, to be paid by the Bona Fide Offeror or any affiliate thereof.  Such sale by the Offering Member must be fully consummated within [spelled number of days] (______) days after the date the Offering Member first sent notice pursuant to Section 7.1 hereof.  In the event that the sale is not fully consummated within [spelled number of days] (______) days after the date the Offering Member first sent notice pursuant to Section 7.1 hereof, the provisions of this Section 7.2 must again be complied with by the Offering Member before the Offering Member may sell the Interest that are the subject of the Bona Fide Offer pursuant to this Section 7.2.  Notwithstanding any provision herein to the contrary, in the event that any other Member elects to sell his/her Interest to the Bona Fide Offeror pursuant to this Section 7.2, such sale by the other Member may be consummated without regard to the right of first refusal provisions set forth in this Section 7.2.]
 
OR
 
[(g)   If the Offering Member shall not sell the Offered Interest within the appropriate period provided for subsection (d) at a price per share not less than the price specified in such subsection (d), or if he/she shall propose to sell the Offered Interest at a lower price, he/she shall first again make the Offered Interest available to the Company and to the other Members for purchase on the terms at which he/she shall propose to dispose of the same, in the same manner as set forth in this Section 7.2, so that no sale of the Offered Interest may be made to any third party unless the Company and the other Members shall have had, within not less than the preceding [spelled number of days] (______) days, the opportunity to purchase the Offered Interest on terms at least as favorable as the terms to be afforded to such third party.]
 
OR
 
[(h)   No sale or transfer to a third party of an Offered Interest shall be effective until such third party and his/her spouse, if any, shall each have duly executed and transmitted to the Company their written agreement in a form approved by the Company, substantially as set out in Exhibit ______ attached hereto, or in any subsequent form which may be authorized or approved by the Company, whereby said third party and his/her spouse, if any, become parties to this Agreement.  Any purported transfer in violation of this Agreement shall, at the unqualified option of the Company be null and void.]
 
OR
 
[(i)   If the Company and the other Members do not elect to purchase the Offered Interest, and such Offered Interest is sold in a manner that complies with this Section 7.2, then such Offered Interest shall be free from the terms of this Agreement.  If and when all the Interest of a Member shall have been transferred, he or she shall cease to be a party to this Agreement.]
 
7.3   Procedures for Required Purchase by Company and/or Remaining Members
 
Whenever the Company and/or remaining Members are required to purchase the Interest of a Member (or his/her successor in Interest) (the "Selling Member") pursuant to the terms of this Agreement, the following procedures shall apply:
 
(a)   The Members shall have a first option to purchase the Interest of the Selling Member in proportion to their respective percentages of Interests or in some other proportion agreed to by all the Members who agree to participate in the purchase.  This option must be exercised within [spelled number of days] (______) days.
 
(b)   If the Members do not agree to purchase all of the Interest that is required to be purchased, the Company shall within [spelled number of days] (______) days after the expiration of the option period specified in subsection (a) call a special Members' meeting to determine whether the Company and/or the remaining Members shall purchase that portion of the Interest not purchased by the Members.  The Company shall purchase that portion of the Interest approved for purchase by the affirmative vote of the holders of a majority of the Interests other than the Interest to be purchased.
 
(c)   If all the Interest of the Selling Member have not been purchased pursuant to paragraphs (a) and (b), the remaining Members must, within [spelled number of days] (______) days of the date of the special Members' meeting specified in paragraph (b), agree to purchase all the remaining Interest of the Selling Member in proportion to their respective percentages of Interests, or as they may otherwise unanimously agree.
 
7.4   Procedures for Optional Purchase by Company and/or Remaining Members Other Than Upon Voluntary Lifetime Transfer
 
Whenever the Company and/or remaining Members have the option to purchase the Interest of a Member (or his/her successor in Interest) (the "Offeror") pursuant to the terms of this Agreement, the following procedures shall apply:
 
(a)   The Members shall have a first option to purchase the Interest of the Offeror in proportion to their respective percentages of Interests or in some other proportion agreed to by all the Members who agree to participate in the purchase.  Such option must be exercised within [spelled number of days] (______) days.  This notwithstanding, if any Member has a right of first refusal pursuant to this Agreement with respect to the Interest of the Offeror, the Company shall promptly notify such Member, and such Member may then exercise such right within [spelled number of days] (______) days following his/her notification by the Company.  In the event that such Member shall fail to exercise his/her right to purchase all of the Interest of the Offeror, the other Members shall have an option to purchase the remaining Interest of the Offeror in proportion to their respective percentages of Interests or in some other proportion agreed to by all the other Members who agree to participate in the purchase.  This option must be exercised within [spelled number of days] (______) days.
 
(b)   If the Members do not agree to purchase all of the Offeror's Interest, the Company shall, within [spelled number of days] (______) days after the expiration of the option period specified in Subsection (a), call a special Members' meeting to determine if the Company will purchase that portion of the Interest not purchased by the Members.  The Company shall purchase that portion of the Interest as may be approved by the affirmative vote of the holders of a majority of the Interests, excluding votes in respect of the Interest owned by the Offeree.
 
(c)   If all the Offeree's Interest have not been purchased pursuant to Paragraphs (a) and (b), the remaining Members shall have the option to purchase the balance of the Offeree's Interest in proportion to their respective percentages of Interests, or as those Members that wish to purchase the Interest may otherwise unanimously agree.  This option must be exercised within [spelled number of days] (______) days of the special Member's meeting specified in Paragraph (b).
 
(d)   The portion of the Offeror's Interest that is not purchased pursuant to the options in Paragraphs (a) through (c) shall continue to be subject to the terms and conditions of this Agreement.
 
7.5   Voting by Offering Member
 
The Offering Member or the personal representative of a deceased Member shall attend any meetings of the members and vote or cause a vote to be made in the same manner as a majority of the remaining members shall vote on any question concerning the Company's election to exercise any option it has to purchase the Interest of the Offering Member pursuant to this Agreement, including, without limitation, whether to exercise the option.
 
7.6   Company and Member Actions
 
If the Company is legally unable to implement any decision to purchase any Interest pursuant to this Agreement, or is legally unable to purchase any Interest it has agreed to purchase under this Agreement, the Company and the other Members shall take such actions as are reasonably necessary to create sufficient company funds to enable the Company to make such purchases, including, without limitation, causing the assets and liabilities of the Company to be revalued on a fair market value basis; provided, however, that no Member shall be obligated to make additional capital contributions or advances to the Company or personally guarantee any of the Company's debts or obligations.
 
7.7   Member Guaranty
 
If, after taking all actions contemplated under Section 7.6, the Company is still legally unable to purchase any Interest it has agreed to purchase under this Agreement, or is unable to make payment upon any promissory note given to a Member in the purchase of his/her Interest, the obligations of the Company with respect to such Interest shall be deemed assumed by the other Members in proportion to their ownership of Interests or in such other proportion as they shall otherwise mutually agreed upon in writing on the same terms and conditions as the Company.  In the event that the other Members shall purchase Interests pursuant to the obligations in this Section, such purchases shall occur prior to any repurchase of Interests which may be made by the Company.
 
8.   Purchase Price
 
8.1   Purchase Price Upon Receipt of Bona Fide Offer
 
*[The purchase price for Interests purchased pursuant to this Agreement as a result of a Bona Fide Offer pursuant to Section 2.1 shall be the cash price per share in the Bona Fide Offer, which shall not include any value attributable to any employment contract, consulting contract, or any other side agreement between the third person making the offer and the selling Member.
 
[The purchase price for Interests purchased pursuant to this Agreement as a result of a Bona Fide Offer pursuant to Section 2.1 shall be the price per share in the Bona Fide Offer.  In the event that a Bona Fide Offer provides for the exchange of assets other than cash or cash equivalents (e.g., an exchange of an Interest for the offeree's capital stock), the Bona Fide Offer shall include the fair market value of such assets or the Selling Member shall submit with the notice of the Bona Fide Offer an appraisal prepared by a qualified independent third party evidencing the fair market value of such assets as of the date of the Bona fide Offer, and the offers extended to the Company and to the Nonselling Members in accordance with this Section shall be deemed to be offers to sell the offered Interest at the fair market value of the assets to be exchanged, payable in cash at the closing.]
 
OR
 
[The purchase price for Interests purchased pursuant to this Agreement as a result of a Bona Fide Offer pursuant to Section 2.1 shall be the price per share in the Bona Fide Offer.  If part or all of the consideration for the Interest included in the offer consists of property other than cash, the cash value of the noncash property shall be determined by an appraiser selected by mutual agreement of the Member offering to sell his/her Interest pursuant to this Section and the remaining Members with the expenses of the appraiser being paid by the offering Member and, if no agreement on an appraiser can be reached within [spelled number of days] (______) days after the third party offer is received by the Company, then the cash value of the noncash property shall be determined by arbitration pursuant to Section 11.4.]
 
OR
 
[The purchase price for Interests purchased pursuant to this Agreement as a result of a Bona Fide Offer pursuant to Section 2.1 shall be the [higher/lower] of the cash price per share in the Bona Fide Offer, which shall not include any value attributable to any employment contract, consulting contract, or any other side agreement between the third person making the offer and the selling Member, or the price determined as set forth in Section 8.2.]
 
8.2   Purchase Price Upon Occurrence of Other Events
 
[The purchase price for Interests purchased pursuant to this Agreement other than as a result of a Bona Fide Offer pursuant to Section 2.1 shall be, unless and until changed or adjusted as provided below, the value specified on the Certificate of Value attached to this Agreement as Schedule ______.  The Members agree to redetermine the per share value for purposes of this Agreement at least annually, no later than [spelled number of days] (______) days after the financial statements for the preceding fiscal year have been submitted to the Company.  Determination of the value shall be made by the affirmative vote of ______% of the outstanding Interests.  Each determination of value shall be endorsed with the date of the valuation on the Certificate of Value.  If the Members should for any reason fail to make a redetermination of value, the last determination of value shall control, except that, if the most recent value stipulated on the Certificate of Value is more than ______ prior to the date a buyout right is triggered, either the Selling Member (or his/her successor in Interest) or any Purchaser shall have the right to request in writing, within [spelled number of days] (______) days after a binding contract to purchase the Interest is created, that the value be determined by arbitration pursuant to Section 11.4, with the value to be based on the fair market value of the Interest being purchased.]
 
OR
 
[The purchase price for Interests purchased pursuant to this Agreement other than as a result of a Bona Fide Offer pursuant to Section 2.1 shall be their book value as determined by the accountant regularly employed by the Company or, if there is none, an independent certified public accounting firm agreed upon by the majority of the Members then holding Interest.  The determination made by said accountant shall be binding and conclusive upon the parties hereto.  Such book value shall be the sum of the following:
 
(a)   An amount equal to Member's paidup participation in the stated capital of the Company;
 
(b)   Such proportion of the distributable profits or losses of the Company to which Member would have been entitled or for which he or she would have been liable, for the then current fiscal year, as the period from the beginning of such year to the date of the event triggering the purchase shall be to the whole of the then current fiscal year;
 
(c)   The balance of any unpaid loan made by the Member to the firm;
 
(d)   Any other indebtedness owing to the Member by the firm;
 
(e)   Less any amounts owing by the Member to the firm.
 
It is expressly understood that the value of goodwill is not to be considered in determining the value of the Interest of such Member.]
 
OR
 
[The Purchase Price shall be determined by a competent written appraisal.  The appraisal shall state the fair market valuation of the Interest, taking into account all facts and circumstances relevant to a competent appraisal of value of similar businesses organized in general company form, and taking into account the percentage ownership of the selling Member.  The Members acknowledge that the Purchase Price has not been fixed contemporaneously as of the date of this Agreement.]
 
OR
 
[The parties hereto shall fix the valuation each year by mutual consent according to their determination of the net worth of the company, provided that if the members do not mutually agree as to the "net worth", then the valuation of each member's Interest shall be based on the sum total of the book value of their respective Interests in the Company as shown by the immediately preceding annual statement of the Company, without any valuation being made for goodwill.]
 
OR
 
[The value of the Interest to be purchased shall be their net value based on the following capitalization of earnings formula:
 
(1)   The average of the Company's net earnings for the [spelled number of years] (______) fiscal years preceding the year in which the buyout right is triggered*[, and the annualized net earnings for the period from the end of the last fiscal year, preceding the year in which the buyout right is triggered, until the end of the month in which the buyout right is triggered,]* shall first be determined.  If the Company has not been in existence for [spelled number of years] (______) years, then the average net earnings shall be based on the average earnings for the number of years the Company has been in existence*[ plus the annualized net earnings for the year in which the buyout right is triggered]*, calculated as determined in the preceding sentence.
 
(2)   The average earnings of the Company shall be multiplied by a multiplier of ______ and the product shall be the value of the entire Company.  The value of each Member's Interest shall be his or her proportionate share of the value of the entire Company.  The valuation shall be made (at the Company's expense) by the accountant who regularly prepares the Company's financial statements and shall be determined from the regular financial statements prepared by or for the Company and in accordance with the accounting principles consistently applied by the Company in preparing such financial statements.]
 
[The value of the Interest to be purchased shall be their net value based on the following capitalization of earnings formula:
 
(1)   The weighted average of the Company's net earnings for the [number of years to average] fiscal years preceding the year in which the buyout right is triggered*[, and the annualized net earnings for the period from the end of the last fiscal year, preceding the year in which the buyout right is triggered, until the end of the month in which the buyout right is triggered,]* shall first be determined with the [most recent/current] year being weighted ______[ and/,] *{{the [ordinal for each weighted year] most [recent/current] year being weighted ______}}*.  If the Company has not been in existence for [number of years to average] years, then the average net earnings shall be based on the weighted average earnings for the number of years the Company has been in existence*[ plus the annualized earnings for the year in which the buyout right is triggered]*.
 
(2)   The weighted average earnings of the Company shall be multiplied by a multiplier of ______ and the product shall be the value of the entire Company.  The value of each Member's Interest shall be his or her proportionate share of the value of the entire Company.  The valuation shall be made (at the Company's expense) by the accountant who regularly prepares the Company's financial statement and shall be determined from the regular financial statements prepared by or for the Company and in accordance with the accounting principles consistently applied by the Company in preparing such financial statements.]
 
The value of the Interest to be purchased shall be its value determined by averaging its book value and its capitalized earnings value.]
 
The book value of the Interest shall be determined by the accountant regularly employed by the Company or, if there is none, an independent certified public accounting firm agreed upon by the majority of the Members then holding Interest.  The determination made by said accountant shall be binding and conclusive upon the parties hereto.  Such book value shall be the sum of the following:
 
(a)   An amount equal to Member's paidup participation in the stated capital of the Company;
 
(b)   Such proportion of the distributable profits or losses of the Company to which Member would have been entitled or for which he or she would have been liable, for the then current fiscal year, as the period from the beginning of such year to the date of the event triggering the purchase shall be to the whole of the then current fiscal year;
 
(c)   The balance of any unpaid loan made by the Member to the firm;
 
(d)   Any other indebtedness owing to the Member by the firm;
 
(e)   Less any amounts owing by the Member to the firm.
 
It is expressly understood that the value of goodwill is not to be considered in determining the value of the Interest of such Member.
 
OR
 
[The capitalized earnings value of the Interest shall be determined by the following capitalized earnings formula:
 
(1)   The average of the Company's net earnings for the [spelled number of years] (______) fiscal years preceding the year in which the buyout right is triggered*[, and the annualized net earnings for the period from the end of the last fiscal year, preceding the year in which the buyout right is triggered, until the end of the month in which the buyout right is triggered,]* shall first be determined.  If the Company has not been in existence for [spelled number of years] (______) years, then the average net earnings shall be based on the average earnings for the number of years the Company has been in existence*[ plus the annualized net earnings for the year in which the buyout right is triggered]*, calculated as determined in the preceding sentence.
 
(2)   The average earnings of the Company shall be multiplied by a multiplier of ______ and the product shall be the value of the entire Company.  The value of each Member's Interest shall be his or her proportionate share of the value of the entire Company.  The valuation shall be made (at the Company's expense) by the accountant who regularly prepares the Company's financial statements and shall be determined from the regular financial statements prepared by or for the Company and in accordance with the accounting principles consistently applied by the Company in preparing such financial statements.]
 
OR
 
[The purchase price of the Interest to be purchased shall be the [greater/lesser] of its book value and its capitalized earnings value.  
 
The book value of the Interest shall be determined by the accountant regularly employed by the Company or, if there is none, an independent certified public accounting firm agreed upon by the majority of the Members then holding Interest.  The determination made by said accountant shall be binding and conclusive upon the parties hereto.  Such book value shall be the sum of the following:
 
(a)   An amount equal to Member's paidup participation in the stated capital of the Company;
 
(b)   Such proportion of the distributable profits or losses of the Company to which Member would have been entitled or for which he or she would have been liable, for the then current fiscal year, as the period from the beginning of such year to the date of the event triggering the purchase shall be to the whole of the then current fiscal year;
 
(c)   The balance of any unpaid loan made by the Member to the firm;
 
(d)   Any other indebtedness owing to the Member by the firm;
 
(e)   Less any amounts owing by the Member to the firm.
 
It is expressly understood that the value of goodwill is not to be considered in determining the value of the Interest of such Member.]
 
The capitalized earnings value of the Interest shall be determined by the following capitalized earnings formula:
 
(1)   The average of the Company's net earnings for the [spelled number of years] (______) fiscal years preceding the year in which the buyout right is triggered*[, and the annualized net earnings for the period from the end of the last fiscal year, preceding the year in which the buyout right is triggered, until the end of the month in which the buyout right is triggered,]* shall first be determined.  If the Company has not been in existence for [spelled number of years] (______) years, then the average net earnings shall be based on the average earnings for the number of years the Company has been in existence*[ plus the annualized net earnings for the year in which the buyout right is triggered]*, calculated as determined in the preceding sentence.
 
(2)   The average earnings of the Company shall be multiplied by a multiplier of ______ and the product shall be the value of the entire Company.  The value of each Member's Interest shall be his or her proportionate share of the value of the entire Company.  The valuation shall be made (at the Company's expense) by the accountant who regularly prepares the Company's financial statements and shall be determined from the regular financial statements prepared by or for the Company and in accordance with the accounting principles consistently applied by the Company in preparing such financial statements.
 
OR
 
[The value of the company shall be calculated as follows:
 
(1)   Take the fair market value of the company's tangible and intangible property (as determined by an appraisal pursuant to the rules of the American Arbitration Association, one arbitrator) and multiply this value by ______%.  This result is the expected return on tangible assets.
 
(2)   Take the net after tax earnings of the company and subtract the result from (a).  This is the excess earnings (or return from goodwill).
 
(3)   Multiply the difference from (3) by ______.  This is the value of goodwill.
 
(4)   Add the fair market value of all property to the value of goodwill.  This is the value of the company.
 
(5)   Each Member's share shall be his or her share of the Interests times the value of the Company determined in (5).]
 
 
(a)   The price to be paid for the offering Member's interest shall be the fair market value of the interest on the date of any offer.
 
(b)   The fair market value of the interest will be determined under the same methods as would be used for determining the estate tax value of the interest if the offering Member had died on the date of any offer, ignoring any alternate valuation date (under Internal Revenue Code Section 2032) or special use valuation (under Internal Revenue Code Section 2032A).
 
(c)   If the other Members and the offering Members are unable to agree mutually on the fair market value of the interest within [spelled number of days] (______) days from the date of the offer, the fair market value of the interest will be determined by one or more Qualified Appraisers, selected under the procedures set forth in this section.
 
(d)   If the fair market value of the interest is to be determined by Qualified Appraiser, the offering Member and the other Members collectively will each appoint, at his, her, or their own expense, a Qualified Appraiser, within [spelled number of days] (______) days following the expiration of the [spelled number of days] ______ day period within which the offering Member and the other Members could not mutually agree on the fair market value.  If either party shall fail to appoint a Qualified Appraiser within this [spelled number of days] (______) day period, any appointed Qualified Appraiser shall unilaterally establish the fair market value of the interest by delivering a written opinion thereof, and delivering the same to each of the parties to this Agreement.
 
(e)   If both parties appoint Qualified Appraisers within the said [spelled number of days] (______) day period, these two Qualified Appraisers shall establish the fair market value of the interest in a single written opinion agreed to by both of them.
 
(f)   If these two (2) Qualified Appraisers cannot agree on the fair market value of the interest within [spelled number of days] (______) days of the appointment of the latter of them, they shall together appoint a third Qualified Appraiser whose sole written opinion shall establish the fair market value of the interest.
 
(g)   The fees and reimbursed expenses charged by the Qualified Appraisers in the valuation under this Section shall be borne solely by the nonoffering Members.
 
(h)    The Company will provide such data as any Qualified Appraiser deems necessary or useful to make a determination of the fair market value of the interest.
 
(i)   "Qualified Appraiser" as used in this Agreement is defined as a professional appraiser or independent certified public accountant who is qualified by experience and ability to appraise the interest.  The appointment of a Qualified Appraiser shall be made by a written instrument delivered to the Company.
 
The value of the interest to be purchased shall be the price at which such interest were issued to the Selling Member (or his/her predecessor in interest).
 
The purchase price for Interests purchased pursuant to this Agreement other than as a result of a Bona Fide Offer pursuant to Section 2.1 shall be calculated as follows:  ______
 
8.3   Purchase Price Upon Triggering Event[s]
 
[(a)   The purchase price for Interest purchased pursuant to this Agreement as a result of voluntary sale or involuntary disposition shall be determined as follows:  ______]
OR
 
[(b)   The purchase price for Interest purchased pursuant to this Agreement as a result of the death of a Member shall be determined as follows:  ______]
 
OR
 
[(c)   The purchase price for Interest purchased pursuant to this Agreement as a result of retirement and disability shall be determined as follows:  ______]
 
OR
 
[(d)   The purchase price for Interest purchased pursuant to this Agreement as a result of resignation and termination shall be determined as follows:  ______]
 
OR
 
[(e)   ]*The purchase price for Interest purchased pursuant to this Agreement as a result of ______ shall be determined as follows:  ______]
 
9.   Payment of Purchase Price
 
9.1   Bona Fide Offer
 
If the purchase option hereunder is created by a proposed sale of Interest by a Member pursuant to a Bona Fide Offer, the purchase price shall be paid in the same manner and on the same terms as set forth in the Bona Fide Offer.
 
9.2   Payment Upon Death, Retirement or Disability
 
The purchase price of Interests purchased pursuant to the death, retirement or disability of a Member shall be paid as follows:
 
(a)   an amount equal to the proceeds from any insurance policy received by the Company and/or the other Members as the result of the triggering event, shall be paid in cash or other immediately available funds;
 
(b)   an amount equal to the lesser of the unpaid purchase price and $______, shall be paid in cash or other immediately available funds; and
 
[(c)   the balance of the purchase price shall be evidenced by a promissory note, in the form attached hereto as Exhibit ______ and made a part hereof, and shall be paid as provided therein.]
 
OR
 
[(c)   the balance of the purchase price shall be evidenced by a ______ year, nonnegotiable promissory note, bearing Interest, payable quarterly, on the outstanding principal balance at the prime rate established by the Company's primary bank on the day prior to the Closing Date and requiring principal to be paid in ______ equal annual installments.  Such promissory note shall be dated and delivered on the Closing Date.]
 
9.3   Other Purchase Events
 
[In all other cases, ______% of the purchase price payable by a purchasing party for the purchase of Interest shall be payable at the closing.  The balance shall be evidenced by a promissory note, in the form attached hereto as Exhibit ______ and made a part hereof, and shall be paid as provided therein.]
 
OR
 
[In all other cases, ______% of the purchase price payable by a purchasing party for the purchase of Interest shall be payable at the closing.  The balance shall be evidenced by a ______ year, nonnegotiable promissory note, bearing Interest, payable quarterly, on the outstanding principal balance at the prime rate established by the Company's primary bank on the day prior to the Closing Date and requiring principal to be paid in ______ equal annual installments.  Such promissory note shall be dated and delivered on the Closing Date.]
 
9.4   Default
 
Failure to make any payment required by any installment note authorized by this Article when due shall constitute a default of the note and shall cause the remaining unpaid balance to become immediately due and payable, and the selling Member shall have all the rights and remedies to enforce payment of the unpaid balance authorized by law; provided, however, that before taking any remedial action to enforce payment, the selling Member (or his/her successor in Interest) shall deliver written notice of the default to the Purchaser and, if the payment in default is paid in full within [spelled number of days] (______) days from the date this notice is delivered, the default will be deemed not to have occurred.  Any person who makes a payment in excess of his/her allocated portion of the total payment due in order to prevent or cure a default shall be entitled to reimbursement for the excess by way of indemnification from the person who failed to make the required payment.
 
9.5   Company Restrictions After Purchase
 
If the Company purchases any interest of its capital interest pursuant to the terms of this Agreement and, in connection therewith, delivers a Promissory Note for all or a portion of the purchase price, which Note shall be unsecured, until such time as the Promissory Note is paid in full, the Company shall not:  (1) declare or pay distributions on its capital interest; (2) reorganize its capital structure; (3) merge or consolidate with any other entity; (4) sell any of its assets except in the regular course of its business; (5) increase the salary of any officer or executive employee of the Company by an amount in excess of ______% above that paid during the twelve month period immediately preceding the date of the increase; or (6) liquidate or dissolve.  So long as any part of such Promissory Note shall remain unpaid, the holder of that Note shall have the right to examine the books and records of the Company from timetotime and to receive copies of all accounting reports and tax returns prepared for or on behalf of the Company.  If the Company breaches any of its obligations under this Section, the holder of the Promissory Note, in addition to any other remedies available, may elect to declare the entire unpaid principal balance of the Note, together with interest accrued thereon, due and payable forthwith.
 
9.6   Pledge of Interest
 
The obligation of the Company or Member under this Section 9 to pay all deferred installments of Purchase Price and interest thereon shall be evidenced by a promissory note of the purchaser ("Promissory Note") payable to the order of the selling party providing for the payments of principal and interest specified in this Section 9.  The Promissory Note shall reserve the right of the maker to prepay the indebtedness evidenced thereby, in whole or in part, at any time, without penalty.  The obligations of each purchaser for the principal amount of any Promissory Note and interest thereon shall be secured by a pledge of the Interest being purchased pursuant to this Agreement, and the Interest so pledged shall be held in escrow by ______, upon such terms and conditions as are customary in security arrangements of a similar nature until the obligations secured thereby have been paid in full.  If the holder of such Interest shall have voting rights with respect thereto, the terms of such pledge shall permit the seller of such Interest to vote the interest subject to the lien created by such pledge only upon default by the Company in the payment of any amounts due under the Promissory Note.  Upon request by the Company, interest of Interest shall be released from the lien of such pledged pro rata to the extent of payments of the original principal amount of the Promissory Note.
 
10.   Closing
 
10.1   Closing Date
 
The date for the closing of a sale of any Interest hereunder shall be the earliest of (a) [spelled number of days] (______) days after the mailing by the Company of the notice of its decision to purchase all of the Interest available, (b) [spelled number of days] (______) days after the Company's receipt of the notice required under Section 7.1, (c) [spelled number of days] (______) days after the final determination of the purchase price, or (d) [spelled number of days] (______) days after all options or obligations created under this Agreement have been exercised or honored or have lapsed.
 
10.2   Passage of Rights; Power of Attorney
 
(a)   Notwithstanding the provisions of this or any other paragraph of this Agreement, all rights of a Member with respect to Interest purchased pursuant to this Agreement shall pass to the Company and/or the purchasing Members, as the case may be, at the time of exercise of the option or honor of the obligation.
 
(b)   Each Member appoints the other Members as his or her agents and attorneysinfact to execute and deliver all documents needed to convey his or her Interest, if such selling Member is not present at the closing.  This power of attorney is coupled with an interest and does not terminate on the Member's death or disability, and continues for so long as this Agreement remains in effect.
 
11.   Miscellaneous
 
11.1   Binding Effect
 
This Agreement shall be binding upon the parties hereto and their heirs, executors, administrators, personal representatives, successors, assigns, and any other transferee and the spouse of any individual Member; provided, however, that nothing in the Agreement shall be construed as an authorization to any Member to assign his/her rights or obligations.  Each transferee and the spouse of each transferee shall sign the form in Exhibit ______ evidencing consent to be bound by the terms of this Agreement as a prerequisite to the transfer of any Interest to the transferee.  Failure to sign shall not, however, in any way prevent this Agreement from being binding on the transferee and the transferee's spouse.
 
11.2   Provision in Will
 
Each Member agrees to maintain in effect at all times a Will directing his/her executor or other administrator of his/her personal property to carry out this Agreement and to execute all documents and to take all other appropriate action to effectuate the purposes of this Agreement; but the failure to maintain such Will shall not affect the rights or obligations of any Member or the estate of any Member under this Agreement.  Each Member, by signing this Agreement, direct their executors, administrators or personal representatives to open their estates promptly in the courts of proper jurisdiction and to execute, obtain and deliver all legal instruments and documents, including, but not limited to, appropriate orders of the ______ (or court of comparable jurisdiction) and estate and inheritance tax waivers, as shall be required to effectuate the purpose of this Agreement.
 
11.3   Remedies
 
The parties hereto understand and agree that irreparable injury would be caused to the Members and the Company by failure to comply with the terms of this Agreement; that in the event of any actual or threatened default in or breach of any of the provisions in this Agreement the party or parties who are aggrieved thereby shall have the right to specific performance and/or an injunction, as well as monetary damages and any other appropriate relief in law or in equity which may be granted by any court in the United States of America; and that all such rights and remedies shall be cumulative and exclusive.
 
11.4   Arbitration
 
Whenever a provision in this Agreement specifies that an issue, dispute, controversy, or claim is to be resolved by arbitration, the arbitration shall be held, except as may otherwise be provided herein, in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the arbitration award may be entered as a final judgment in any court having jurisdiction thereon.  Any dispute as to whether an issue is to be resolved by arbitration shall be submitted as part of the arbitration proceeding.  As part of the arbitration award, legal costs, attorneys' fees, and the fees of expert witnesses may be assessed against any person found to have acted in bad faith.*[  The arbitration proceedings shall be conducted as follows:  ______]
 
OR
 
[To be selected as an arbitrator, a person must have the following qualifications:  ______]
 
11.5   Waiver
 
A party's failure to insist on compliance or enforcement of any provision of this Agreement shall not affect the validity or enforceability, or constitute a waiver of future enforcement, of that provision or of any other provision of this Agreement by that party or any other party.
 
11.6   Governing Law
 
This Agreement shall in all respects be subject to, and governed by, the laws of the State of ______.
 
11.7   Severability
 
The invalidity or unenforceability of any provision in the Agreement shall not in any way affect the validity or enforceability of any other provision and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had never been in the Agreement.
 
11.8   Entire Agreement
 
This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties, and representations among the parties hereto with respect to the matters set forth herein, and there are no promises, agreements, conditions, understandings, warranties, or representations, oral or written, express or implied, among them with respect to such matters except as set forth herein.  Any and all prior agreements among the parties hereto with respect to such matters are hereby revoked.  This Agreement is, and is intended by the parties to be, an integration of any and all prior agreements or understandings, oral or written, with respect to such matters.
 
11.9   Amendment
 
This Agreement may be modified, amended or waived only by a written agreement executed by the party against which enforcement of such modification, amendment or waiver is sought.  Copies of any modification, amendment or waiver of this Agreement shall be delivered to each of the parties hereto.
 
11.10   Termination
 
This Agreement and all restrictions on transfers of Interests herein created shall terminate upon the occurrence of one or more of the following events, or as otherwise provided by law:
 
(a)   Liquidation, dissolution, bankruptcy, or receivership of the Company;
 
(b)   The Company ceases to conduct any business operations;
 
(c)   By mutual consent of the Members and the Company;
 
(d)   At the end of [spelled number of years] (______) years from the date hereof;
 
(e)   Death of all of the Members simultaneously or within a period of [spelled number of days] (______) days, in which case the termination shall be effective as of the day preceding the day of the death of the first Member to die, and the Interests and any insurance policies owned by the Company or any deceased Member's estate shall be owned free of the terms of this Agreement;
 
(f)   Bankruptcy or insolvency of any of the parties hereto or the appointment of the receiver of the assets of any of the parties hereto if said appointment is not  vacated within [spelled number of days] (______) days after the same becomes effective;
 
(g)   Disqualification of or loss of license required by any federal, state, or local governmental unit that prevents the Company from the ongoing operation of its business;
 
(h)   Upon the election of a Member if (1) the other Members violate any provision of this Agreement; (2) the other Members fail to pay a premium on any policy subject to the terms of this Agreement within the grace period, provided such premium is not paid by the insured Member in accordance with the provisions of this Agreement; or (3) the other Members assign, surrender, borrow against or change the beneficiary of any policy subject to the terms of this Agreement; or
 
(i)   A single Member's becoming the owner of all of the Interests of the Company which are then subject to this Agreement.
 
The termination of this Agreement for any reason shall not affect any right or remedy here existing prior to the effective date of termination.
 
11.11   Counterparts
 
This Agreement may be executed and delivered in any number of counterparts, all of which when executed and delivered shall have the force and effect of an original, except that some schedules may exist only on the original copy retained in the Company's records.
 
11.12   Notices
 
Any and all notices, requests, or other communications hereunder provided for herein shall be given in writing and sent by hand delivery or by registered or certified mail, return receipt requested, with firstclass postage prepaid; and such notices shall be addressed:  (1) if to the Company, to the principle office of the Company; and (2) if to any Member, to the address of the Member as reflected in the records of the Company, unless notice of a change of address is furnished to all parties in the manner provided in this Section 11.12.  Any notice that is required to be made within a stated period of time shall be considered timely if delivered or mailed before midnight of the last date of such period.
 
11.13   "Days" Defined
 
Any reference in this Agreement to "days" means all calendar days, exclusive of Saturdays, Sundays, and days which are legal holidays under the laws of the United States or the state whose laws govern this Agreement pursuant to Section 11.6.
 
11.14   References to Gender and Number Terms
 
In construing this Agreement, feminine or neuter pronouns shall be substituted for those masculine in form and vice versa, and plural terms shall be substituted for singular and singular for plural, in any place in which the context so requires.
 
11.15   Headings
 
The Article and Section headings in this Agreement are inserted for convenience only and are not part of the Agreement.
 
11.16   References to the Internal Revenue Code and Other Statutes
 
(a)   All references in this Agreement to the Internal Revenue Code mean the 1986 Internal Revenue Code, as amended from time to time, and all revisions, recodifications, or replacements of that code.
 
(b)   Any reference to any other statute includes any amendment, replacement, or recodification of such statute.
 
11.17   Priority Over Company's Operating Agreement
 
This Agreement shall take priority over the Operating Agreement with respect to the matters set forth herein and shall be deemed to modify or amend any conflicting provisions in the Operating Agreement.
 
11.18   Agreement Drafted by Company's Attorney
 
Each of the Members acknowledges that the Company's counsel prepared this Agreement on behalf of and in the course of such counsel's representation of the Company, and that:
 
(a)   He or she has been advised that a conflict may exist between his or her interests and those of the Company and the other Members; and
 
(b)   He or she has been advised by the Company's counsel to seek the advice of independent counsel; and
 
(c)   He or she has had the opportunity to seek the advice of independent counsel; and
 
(d)   He or she has received no representations from the Company's counsel about the tax consequences of this agreement; and
 
(e)   He or she has been advised by the Company's counsel that this agreement may have tax consequences; and
 
(f)   He or she has been advised by the Company's counsel to seek the advice of independent tax counsel; and
 
(g)   He or she has had opportunity to seek the advice of independent tax counsel.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date specified in the first paragraph on page 1.
 
______,
 
A[n] ______ Limited Liability Company,
 
[Signature of Member]
 
[Notary for Member]
 
 
 
 
 
 
 
 
 

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