Legal Share Redemption Consent

Legal Share Redemption Consent

This Legal Share Redemption Consent (the "Consent") is made as of by and between Company Name: , an entity organized as Corporation Limited Liability Company Other organized under the laws of , with principal place of business at (the "Company"), and Shareholder Name: , an individual/entity with address at (the "Shareholder").

RECITALS

WHEREAS, the Shareholder is the record and beneficial owner of shares of the Company's (the "Shares") evidenced by certificate number(s) .

WHEREAS, the Company has proposed to redeem from the Shareholder Shares at a redemption price of $ per share, subject to the terms and conditions set forth herein.

WHEREAS, the Shareholder desires to consent to and effectuate the redemption on the terms set forth in this Consent.

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 covenant and agree as follows:

1. DEFINITIONS

Capitalized terms used in this Consent and not otherwise defined herein shall have the meanings given to them in the Company's governing documents. For purposes of this Consent, "Closing" means the consummation of the redemption transaction described in Section 2.

2. REDEMPTION

Subject to the terms and conditions of this Consent, the Shareholder hereby irrevocably consents to the redemption by the Company of Shares of class (the "Redeemed Shares") for a total aggregate redemption price of $ (the "Redemption Price").

3. CLOSING; PAYMENT

The Closing shall occur on (the "Closing Date") at such place and time as the parties shall mutually agree. At the Closing, the Shareholder shall deliver to the Company (or its designee) the certificates (if any) representing the Redeemed Shares, duly endorsed for transfer or accompanied by appropriate transfer instruments, and the Company shall deliver or cause to be delivered to the Shareholder the Redemption Price by the method elected below.

Payment Method (select one): Cash/Check Wire Transfer Promissory Note

If Promissory Note selected, terms:

4. WITHHOLDING AND TAXES

The Company may withhold from the Redemption Price any amounts required by applicable law for tax withholding. The Shareholder shall be responsible for any tax reporting and payment obligations arising from the redemption. The Shareholder represents that it has consulted or had the opportunity to consult with tax advisors with respect to the tax consequences of the redemption.

5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

The Shareholder represents and warrants to the Company that, as of the date hereof and as of the Closing: (a) the Shareholder is the record and beneficial owner of the Shares being redeemed and has good and marketable title thereto free and clear of all liens, encumbrances and restrictions except as set forth in this Consent; (b) the Shareholder has full power and authority to enter into and perform this Consent and to transfer the Shares; (c) no consent, approval or authorization of any governmental authority or third party is required for the Shareholder to execute, deliver and perform this Consent except as disclosed to the Company in writing; and (d) the execution and delivery of this Consent by the Shareholder does not constitute a breach of any agreement to which the Shareholder is a party.

6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Shareholder that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has corporate power and authority to carry on its business as presently conducted; (b) it has full corporate power and authority to execute and deliver this Consent and to perform its obligations hereunder; and (c) the execution and delivery of this Consent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action.

7. COVENANTS

From the date hereof through the Closing, each party shall use commercially reasonable efforts to take all actions and execute all documents reasonably necessary to effect the transactions contemplated by this Consent, including obtaining any required corporate approvals and delivering documents of transfer and indemnity as reasonably requested.

8. INDEMNIFICATION

The Shareholder shall indemnify and hold harmless the Company and its affiliates from and against any losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants of the Shareholder contained in this Consent. The Company shall indemnify and hold harmless the Shareholder to the extent any breach of the Company's representations, warranties or covenants causes loss to the Shareholder.

9. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered to the addresses set forth below (or such other address as a party may designate by notice in accordance with this Section):

10. GOVERNING LAW; VENUE

This Consent shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Each party hereby submits to the exclusive jurisdiction of the state and federal courts located in that state for any action or proceeding arising out of or relating to this Consent.

11. ENTIRE AGREEMENT; AMENDMENT; WAIVER

This Consent constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Consent may not be amended except by an instrument in writing signed by each party. No failure or delay by any party in exercising any right shall operate as a waiver thereof.

12. SEVERABILITY; COUNTERPARTS

If any provision of this Consent is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect. This Consent may be executed in counterparts and by facsimile or electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. FURTHER ASSURANCES

Each party shall execute and deliver such further instruments and take such further action as may be reasonably necessary or desirable to carry out and effectuate the purposes and intent of this Consent.

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