Agreement for Sale of LLC Interest

Agreement for Sale of all Rights, Title and Interest in Limited Liability Company

with Payment of Cash and Promissory Note and with Life Insurance Policy to Cover Buyer’s Life with Limited Liability Company to be Beneficiary

Agreement made on the day of , 20, between

of , referred to herein as Seller, of , referred to herein as Buyer, and LLC, a limited liability company organized and existing under the laws of the State of with its principal office located at , herein referred to as Company.

Whereas, Seller is the sole member of Company; and

Whereas, Buyer desires to buy, and Seller desires to sell, all of Seller’s rights, title and interest in and to Company, including, but not limited to all of Seller’s rights as the sole member of Company pursuant to the Operating Agreement attached hereto as Exhibit A;

Now, therefore, for and in consideration of 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:

I. Distribution of Property Sold

Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller at the price and under the terms and conditions set forth in this Agreement, all of Seller’s rights, title and interest in and to Company, including, but not limited to all of Seller’s rights as the sole member of Company pursuant to the Operating Agreement attached hereto as Exhibit A. Seller warrants that he is the sole member of Company and owns all rights, title and interest in Company as set forth in said Exhibit A.

II. Purchase Price

The purchase price to be paid by Buyer to Seller for said interest in Company as described in Section I shall be $ .

III. Terms of Payment

Buyer shall pay the above-stated purchase price as follows:

A. $ on the execution of this Agreement, receipt of which is acknowledged.

B. The balance of the purchase price of $ shall be satisfied by a Promissory Note (Note) executed by Buyer and Company (in the form attached as Exhibit B) for the balance of the purchase price. The Note shall be for a term of years, shall bear interest at the rate of % per annum, and shall be payable in equal (e.g., monthly) payments of $ for principal and interest, payable on the day of each (e.g., month) beginning

IV. Rights Concerning Note

Buyer and Company shall have the right during the term of this Agreement to make prepayments on the unpaid balance without penalty; provided, however, that the payments shall not act as a release from any obligation to make annual payments provided in Section III, but shall only reduce the principal balance due. Only the unpaid principal shall bear interest and all payments shall first be applied on accrued interest and the balance on principal.

V. Mortgage (or Deed of Trust) and Security Interest on Property Owned by Company

The unpaid balance of the Note executed by Buyer, plus interest, shall be secured by a first mortgage (or deed of trust) on all of the real property of Company to be executed by Company as co-maker of Buyer's Note to Sellers. The mortgage (or deed of trust) shall be in the form attached as Exhibit C. At the closing, as further security for said Note, Company and Buyer shall deliver to the Seller a Security Agreement (in the form attached as Exhibit D) and a UCC-1 Financing Statement (in the form attached as Exhibit E).

VI. Closing of Sale

Closing of this sale and purchase shall take place on or before the day of , 20. The time for closing may be extended by either party (once) for an additional period of days. All costs of closing (including document preparation and attorney’s fees) shall be paid by Buyer and Seller as of the date of closing.

VII. Warranties and Representations of Seller

Seller warrants, represents, and agrees to and with Buyer as follows:

A. Seller is the sole member of , LLC, a limited liability company organized and existing under the laws of the State of with its principal office located at .

B. Title of Seller to his 100% ownership of Company as sole member of Company is free of any lien charge or encumbrances, and Buyer, on the closing date, will receive good and absolute title to 100% ownership of Company as sole member of Company, free of any liens, charges, or encumbrances on it, subject, however, to the liens described in this Agreement in favor of Seller.

C. Title of Company to the real and personal property owned by Company and referred to in this Agreement are free of any lien charge or encumbrances, and shall be free of any liens, charges, or encumbrances on said property at closing, subject, however, to the liens described in this Agreement in favor of Seller.

D. LLC, is a limited liability company organized and existing under the laws of the State of with its principal office located at , and is in good standing under the laws of that State.

E. There are no undisclosed or contingent liabilities of Company. If any such undisclosed or contingent liabilities subsequently arise applicable in whole or in part to a period prior to the closing date, Buyer shall give Sellers written notice of them. Seller shall then, within days following receipt of the notice, discharge the liabilities or undertake to defend and hold Buyer free and harmless from them and shall so notify Buyer. On the failure of Seller after such notice to discharge or undertake to defend against any liability or liabilities within the time specified, Buyer may declare this Agreement to be null and void.

F. Exhibit F, which is attached and incorporated by reference, is a schedule that lists and describes the insurance policies presently in effect with respect to Company’s property and business. Any policy procured in lieu of those policies shall provide at least equal coverage and be issued by a carrier having financial responsibility at least equal to that of the prior carrier. This policy or policies shall be in effect on the closing date, and delivered to Buyer at closing.

G. There is no litigation pending against Company at the present time.

H. All tax returns required to be made by Company have been properly prepared, issued, and duly filed pursuant to applicable laws and regulations.

I. Company has not violated any federal, state, or municipal law, statute, rule, or regulation required to be observed or performed by Company.

VIII. Title

A. The title to the real property owned by Company at the closing date shall be good and marketable title, subject only to:

1. Interests of tenants in possession as disclosed by a complete and accurate rent roll to be delivered to Buyer within days of the closing of this sale;

2. Taxes which are a lien on the real property but are not yet due or payable;

3. Exceptions approved by Buyer, as provided in this Agreement;

4. The first (mortgage or deed of trust) referred to above;

5. All zoning ordinances and building regulations;

6. Existing easements for utility services, both of record and clearly apparent on the real property; and

7. (Add further permitted exceptions, if any).

B. Conclusive evidence of delivery of marketable title in accordance with the foregoing requirements shall be a in the amount of the purchase price, which shall show title to the real property vested in Company, and insure such interest and the security interest of Seller under the first (mortgage or deed of trust), subject to the permitted exceptions. The premium on title insurance shall be paid by .

C. The title to the personal property owned by Company at the closing date shall subject only to the liens described in Exhibit G.

IX. Notices

Any notice required to be given under this Agreement shall be in writing, and shall be served either personally or by first class mail at the following addresses:

Seller:

Buyer:

The address for each party may be changed by the party by written notice mailed or delivered to the other party, stating the new address in full.

X. Continuing Warranties

The warranties and representations in this Agreement shall be continuing and shall survive the assignment by Seller and the receipt by Buyer of the 100% interest in Company.

XI. Indemnity

Without in any way limiting or diminishing the warranties, representations, or covenants contained in this Agreement, or the rights or remedies available to Buyer for the breach of this Agreement, Seller agree to hold Buyer harmless from and against all loss, liability, damages, or expenses arising out of any claims, demands, penalties, fines, taxes, or other loss resulting directly or indirectly from the assertion against Company of claims by any government, corporation, partnership, entity, or person arising before the closing date and not fully disclosed in or not specifically excepted by the provisions of this Agreement.

XII. Waiver of Transfer Restrictions

Company and Seller waive all preemptive rights and restrictions on the sale and transfer of this 100% interest in Company.

XIII. Ordinary Course of Business

A. Until the closing, the business of Seller shall be conducted only in the ordinary course. Except with the consent of Buyer, no contract or commitment, including leases of real or personal property, shall be entered into by or on behalf of Seller involving an amount in excess of $. No assets, the cost of which is in excess of $, shall be purchased by Seller.

B. Seller will use his best efforts to preserve Company’s business organization intact, keep available to Company the services of its present employees, and preserve the goodwill of Company's suppliers, customers, and others having business relations with it.

XIV. Attorney Fees

If it is necessary for any one of the parties to bring any action to enforce any of the terms and covenants of this Agreement, it is agreed that the prevailing party shall be entitled to a reasonable attorney fee to be set by the court or arbiter.

XV. Form of Assignment

At closing, Seller agrees to execute an assignment of his interest in Company in the form attached hereto as Exhibit H.

XVI. Insurance on the Buyer’s Life

A. At the time of execution of this Agreement, Company is the owner (or will be the owner at closing) and beneficiary of a certain life insurance policy described in Exhibit J attached hereto, insuring the life of the Buyer. In the event of the death of Buyer, the proceeds of the policy will be used to satisfy the remaining amount due under the Note to Seller. In the event that the amount of insurance proceeds shall exceed the amount necessary to satisfy the remaining amount due under the Note, then the excess insurance proceeds shall be distributed to the deceased Buyer’s estate as a death benefit from Company, payable to the estate of the deceased Buyer.

B. Company agrees to pay premiums on the said insurance policy and shall give proof of payment of premiums to the Seller whenever he requests. If a premium is not paid within 10 days after its due date, the Seller shall have the right to pay such premium and be reimbursed therefore by Company. Company shall be the sole owner of the policy issued to it and it may apply any dividends toward the payment of premiums.

XVII. Binding Effect

Except as otherwise provided, this Agreement shall be binding on and inure to the benefit of, and be enforceable by, the heirs, assigns, and legal representatives of the parties, provided that no assignment of this Agreement or any interest in it shall be valid without the prior written consent of Seller.

XVIII. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

WITNESS our signatures as of the day and date first above stated.

Attach Exhibits:

Exhibit A Operating Agreement

Exhibit B Promissory Note

Exhibit C Mortgage or Deed of Trust

Exhibit D Security Agreement

Exhibit E UCC-1 Financing Statement

Exhibit F Company’s insurance policies in effect with respect to its business.

Exhibit G Acceptable liens on personal property

Exhibit H Assignment of Interest in Company

Exhibit J Life Insurance Policy or Policies