Fill and Sign the Exhibit 10122 Membership Interest Purchase and Sale Agreement Form

Sale and Assignment of a Percentage Ownership Interest in a Limited Liability Company Agreement made on the _________________________ (date), between __________________________________ (Name of Seller) of ___________________________ _______________________________________________________________________________________________________________________ (street address, city, county, state, zip code), referred to herein as Assignor, and _________________________________ (Name of Buyer) of ______________________________________________________________________________________________________________________ (street address, city, county, state, zip code), referred to herein as Assignee. Whereas, Assignor is Member in the limited liability company known as ______________________________________________ (Name of Limited Liability Company), hereinafter called the LLC, which was established for the purpose of (briefly describe purpose of LLC) ________________________________________________________________________ _______________________________________________________________________________________________________________________________________________________; and Whereas, the LLC is governed by an Operating Agreement dated ___________________ ____________ (date), a true and correct copy of which is attached hereto as Exhibit A; and Whereas, Assignor desires to sell and assign to Assignee _______ units in the LLC, which will represent a ______% membership interest in the LLC; and Whereas, Assignee desires to purchase said number of units in the LLC; Now, therefore, for and in consideration $__________________, paid by Assignee to Assignor, the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Assignor, by this instrument, sells and assigns to Assignee _______ units in the LLC, which will represent a _______% membership interest in the LLC. 2. Assignor hereby guarantees and warrants that this sale and assignment has been duly authorized by the Members of the LLC, pursuant to the terms of the Operating Agreement, and said Members have also agreed, pursuant to the terms of the Operating Agreement, that Assignee will become a Member in the LLC upon the execution of this Agreement.
3. Assignor hereby grants and assigns to assignee an exclusive, irrevocable, perpetual, and irrevocable right and license under and to all the terms and provisions of this agreement, including, but not limited to, the provisions set forth in this clause, to sell and assign any and all units in the LLC to any person in this state or any state, territory, or possession of the United States, who is not otherwise a member in the LLC. 4. Assignor hereby warrants and agrees that the limited liability company created for the purpose of the sales shall be dissolved as provided herein, and thereafter, on or before (date of termination) , to the fullest extent permitted by law, to assign and sell and assign to a person in this state or an out-of-state member in the llc any and all units in the LLC, to the extent and in such manner as assignor shall deem appropriate or required for the conduct of the trade or business of the LLC, or the transfer and assignment for consideration of assets of the LLC, to the extent of the units subject to such assignment and transfers. 5. Assignor further warrants and agrees to act in good faith and in the best interests of the LLC and, to the fullest extent permitted under applicable law, in connection with this agreement in all respects as though such assignee were a member of the LLC in this agreement. 6. Assignment is without condition, and no transfer of title, and assignor hereby assumes no obligation to pay for anything in connection with the sale and assignment of any unit as heretofore described or for any costs, fees, or expenses. 7. Assignor hereby waives certain restrictions upon the use of units in the limited liability company. 8. This agreement is an offer by assignor, made orally to assignee on or before (date), to dispose of its interest in the LLC set forth herein on one or more occasions, the duration of which assignment being for ten years or the maximum period of ten years for each occasion. 9. All terms and clauses hereof are in addition to, and not in a parallel to the terms of, the operating agreement of the LLC set forth in schedule a above. 10. The sale or assignment hereunder shall be deemed executed by the parties hereto upon the filing of the executed instrument (in the manner provided by the Nevada commercial code) as recorded in the office of the principal executive officer of the LLC in the county of henderson, state