Legal MIPA Agreement

LEGAL MIPA AGREEMENT

This Membership Interest Purchase Agreement (the Agreement) is made as of by and between Seller: , whose principal address is , and Buyer: , whose principal address is .

RECITALS

WHEREAS, Seller owns membership interests representing percent of the outstanding membership interests of , a limited liability company organized under the laws of (the Company).

WHEREAS, Seller desires to sell, transfer and assign to Buyer, and Buyer desires to purchase from Seller, all of Seller's membership interests in the Company (the Purchased Interests) on the terms and subject to the conditions set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to effect the transfer of the Purchased Interests and to allocate the risks and obligations between them as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Purchased Interests" means the membership interests described in Recital A and any additional membership interests expressly conveyed pursuant to this Agreement.

"Closing" means the consummation of the transactions contemplated by Section 3, to occur on the Closing Date.

2. PURCHASE AND SALE

2.1 Sale of Purchased Interests. Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign and transfer to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title and interest in and to the Purchased Interests.

2.2 Transfer of Rights. At Closing, Seller shall take all actions reasonably necessary to transfer to Buyer all membership interests, including execution of assignment instruments and endorsement of membership certificates, if any.

3. PURCHASE PRICE; PAYMENT

3.1 Purchase Price. The aggregate purchase price for the Purchased Interests shall be (the Purchase Price), payable as provided in this Section.

3.2 Payment. At Closing, Buyer shall deliver to Seller:

• Cash in the amount of ; and
• Or other consideration described as:

3.3 Allocation. The parties shall allocate the Purchase Price among the assets of the Company for tax purposes in accordance with a written allocation schedule to be executed by the parties no later than .

4. CLOSING

4.1 Closing Date. The Closing shall take place on , or such other date as the parties may mutually agree in writing.

4.2 Deliveries by Seller. At the Closing, Seller shall deliver to Buyer: (a) instruments of transfer sufficient to transfer the Purchased Interests free and clear of all Liens; (b) certificates evidencing the Purchased Interests, if any; and (c) such other instruments, affidavits and releases as reasonably required to consummate the transactions contemplated hereby.

4.3 Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller: (a) the Purchase Price in accordance with Section 3; and (b) such other instruments as reasonably required to effectuate the transactions contemplated hereby.

5. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date hereof and as of the Closing as follows:

(a) Organization and Authority. Seller has full power and authority to enter into and perform this Agreement. The execution and delivery by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action.

(b) Title; No Liens. Seller is the sole legal and beneficial owner of the Purchased Interests, free and clear of any liens, pledges, security interests, options, rights of first refusal or other encumbrances, except as disclosed in writing to Buyer prior to the date hereof.

(c) No Conflict. The execution, delivery and performance of this Agreement by Seller do not and will not (i) violate any provision of Seller's organizational documents, (ii) conflict with or result in a breach of any material agreement to which Seller is a party, or (iii) violate any applicable law.

6. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as of the date hereof and as of the Closing as follows:

(a) Organization and Authority. Buyer has full power and authority to enter into and perform this Agreement. The execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized.

(b) Ability to Pay. Buyer has, and at Closing will have, sufficient funds available to pay the Purchase Price in the manner provided in this Agreement.

7. COVENANTS

7.1 Conduct of Business Prior to Closing. From the date hereof until the earlier of Closing or termination of this Agreement, Seller shall cause the Company to conduct its business in the ordinary course consistent with past practice and shall not, without the prior written consent of Buyer, take any action that would reasonably be expected to have a Material Adverse Effect on the Company.

7.2 Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may be necessary or appropriate to carry out the purposes of this Agreement.

8. INDEMNIFICATION

8.1 Survival. The representations, warranties and covenants of the parties contained in this Agreement shall survive the Closing for a period of , except as otherwise expressly provided herein.

8.2 Indemnification by Seller. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any and all Losses arising out of or resulting from any breach of Seller's representations, warranties or covenants contained in this Agreement, subject to the limitations of Section 8.4.

8.3 Indemnification by Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any and all Losses arising out of or resulting from any breach of Buyer's representations, warranties or covenants contained in this Agreement.

8.4 Limitation on Liability. Except in the case of fraud or willful misconduct, the aggregate liability of a party under this Agreement for monetary damages shall not exceed .

9. TAX MATTERS

9.1 Cooperation. The parties shall cooperate in good faith to determine the proper allocation of the Purchase Price for tax purposes and to prepare and file all tax returns and reports required by law in connection with the transactions contemplated hereby.

9.2 Tax Indemnity. Each party shall be responsible for the payment of its own income taxes arising as a result of the transactions contemplated by this Agreement, except as otherwise required by applicable law or as expressly provided in this Agreement.

10. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may specify by notice:

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

11.2 Entire Agreement. This Agreement, together with the schedules and exhibits hereto and any written allocations or agreements executed in connection with Closing, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

11.3 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by the party or parties against whom enforcement is sought. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

11.4 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 be affected or impaired thereby.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

12. ADDITIONAL PROVISIONS

12.1 Remedies. The parties acknowledge that damages at law may be an inadequate remedy for any breach of the covenants contained in this Agreement and that injunctive or other equitable relief may be appropriate to enforce such covenants in addition to any other remedy available at law or in equity.

12.2 Fees and Expenses. Except as otherwise provided herein, each party shall bear its own fees and expenses incurred in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.

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