Assignment of Interests Agreement

ASSIGNMENT OF INTERESTS AGREEMENT

This Assignment of Interests Agreement (this Agreement) is made and entered into as of the Effective Date: , , by and between Assignor Name: , and Assignee Name: .

RECITALS

WHEREAS, Assignor is the owner of certain ownership interest in the company known as (the Company), which interest is described as ;

WHEREAS, Assignor desires to assign, transfer, convey and deliver to Assignee, and Assignee desires to accept, all of Assignor's right, title and interest in and to the Interest (defined below) upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the parties intend that the assignment effected by this Agreement shall be effective as of the Effective Date set forth above and shall vest in Assignee all of Assignor's economic and management rights as specified herein.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Interest" means all of Assignor's legal, beneficial and contractual rights, title and interest in and to the membership interest, shares, equity or other ownership interest in the Company described above, together with all rights to dividends, distributions, votes, management rights, proceeds and any other economic or governance rights pertaining thereto.

1.2 Other capitalized terms used in this Agreement shall have the meanings ascribed to them in the text hereof.

2. ASSIGNMENT

2.1 Assignment. Subject to the terms and conditions of this Agreement, Assignor hereby absolutely and unconditionally assigns, transfers, conveys and delivers to Assignee all of Assignor's right, title and interest in and to the Interest, free and clear of any liens, encumbrances, claims or restrictions, to have and to hold the same unto Assignee, its successors and permitted assigns, forever.

2.2 Scope. The assignment described in Section 2.1 includes, without limitation, (a) all voting rights and management rights to the extent assignable; (b) all rights to receive distributions and other economic benefits; and (c) all assignments, certificates, instruments and documents necessary to evidence the transfer of the Interest.

3. CONSIDERATION

3.1 Purchase Price. In consideration for the assignment of the Interest, Assignee shall pay to Assignor the amount of (the Purchase Price), payable in the manner set forth below.

3.2 Payment. Unless otherwise agreed in writing, the Purchase Price shall be paid in immediately available funds at Closing by wire transfer or other mutually agreed method. Receipt by Assignor of the Purchase Price in full shall be a condition to the effectiveness of the transfer.

4. REPRESENTATIONS AND WARRANTIES

4.1 Assignor Representations. Assignor represents and warrants to Assignee as of the date hereof and as of the Closing Date that:

(a) Assignor has full power and authority to enter into this Agreement and to perform its obligations hereunder; the execution, delivery and performance of this Agreement by Assignor have been duly authorized by all necessary action; and this Agreement constitutes a valid and binding obligation of Assignor enforceable in accordance with its terms.

(b) Assignor is the lawful owner of the Interest, free and clear of any lien, charge, pledge, security interest, claim or restriction, and no third party has any rights or claims to the Interest except as disclosed in writing to Assignee prior to the Effective Date.

(c) There are no outstanding agreements, options or contractual obligations that would prevent or impair the assignment of the Interest to Assignee.

4.2 Assignee Representations. Assignee represents and warrants to Assignor that Assignee has full power and authority to enter into this Agreement and that the execution, delivery and performance of this Agreement by Assignee will not violate any agreement to which Assignee is bound.

5. CLOSING; DELIVERIES

5.1 Closing. The consummation of the transactions contemplated by this Agreement (the Closing) shall occur on the Closing Date, which shall be , , or at such other time and place as the parties may agree in writing.

5.2 Deliveries by Assignor. At or prior to the Closing, Assignor shall deliver to Assignee: (a) an executed assignment instrument in a form sufficient to transfer the Interest; (b) any certificates or membership documents evidencing the Interest, properly endorsed; and (c) executed resignations or consents reasonably required to effect the transfer.

5.3 Deliveries by Assignee. At or prior to the Closing, Assignee shall deliver to Assignor payment of the Purchase Price as provided in Section 3 and such other instruments as may be necessary to effect the transfer contemplated by this Agreement.

6. COVENANTS AND FURTHER ASSURANCES

Assignor covenants that at and after the Closing, Assignor shall, at Assignor's expense, execute and deliver such further instruments and take such further actions as may be reasonably requested by Assignee to evidence, effectuate or confirm the transfer of the Interest or to transfer to Assignee any rights incident thereto.

7. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee and its successors and permitted assigns from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of any representation, warranty or covenant made by Assignor in this Agreement or any claim that Assignor did not have good and marketable title to the Interest at the time of the assignment.

8. NOTICES

All notices, requests, consents, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as a party may specify by notice in accordance with this Section).

9. MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties: State of , without regard to conflicts of law principles.

9.2 Entire Agreement. This Agreement, together with any instruments executed in connection herewith, contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.

9.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.4 Amendments; Waiver. This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

9.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery may be effected by facsimile, electronic scan or other electronic transmission of a signature page, which shall be deemed an original signature for all purposes.

9.6 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be necessary or desirable to carry out the provisions and purposes of this Agreement.

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