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BUY-SELL AGREEMENT

[COMPANY NAME], LLC

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This Buy-Sell Agreement (this "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and among:

COMPANY:
[COMPANY NAME], LLC, a [STATE] limited liability company (the "Company")

MEMBERS:
The undersigned members of the Company (each a "Member" and collectively, the "Members")

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RECITALS

A. The Company is a [STATE] limited liability company engaged in [DESCRIBE BUSINESS].

B. The Members hold membership interests in the Company as set forth on Schedule A.

C. The Members desire to provide for the orderly disposition of their membership interests upon certain triggering events, to ensure continuity of the Company's business, and to establish a mechanism for determining the purchase price of membership interests.

D. This Agreement is intended to supplement the Operating Agreement of the Company dated [DATE] (the "Operating Agreement").

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

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ARTICLE 1 - DEFINITIONS

1.1 "Appraised Value" means the fair market value of a Member's Membership Interest as determined pursuant to Section 4.3.

1.2 "Closing" means the closing of a purchase and sale of a Membership Interest under this Agreement.

1.3 "Disability" means a Member's inability to perform the Member's duties to the Company for a period of [180] consecutive days due to physical or mental incapacity, as certified by a licensed physician.

1.4 "Fair Market Value" means the price at which a Membership Interest would change hands between a willing buyer and a willing seller, neither being under compulsion to buy or sell and both having reasonable knowledge of relevant facts.

1.5 "Lifetime Transfer" means any voluntary transfer of a Membership Interest other than a Permitted Transfer.

1.6 "Membership Interest" means a Member's entire ownership interest in the Company, including economic rights and any voting or management rights.

1.7 "Permitted Transfer" means a transfer (a) to a Member's spouse, children, or grandchildren; (b) to a trust for the benefit of a Member or Member's family; (c) to an entity wholly owned by the Member; or (d) as otherwise permitted under the Operating Agreement without triggering this Agreement.

1.8 "Purchase Price" means the price determined in accordance with Article 4.

1.9 "Purchasing Party" means the Company and/or other Members exercising purchase rights under this Agreement.

1.10 "Triggering Event" means any event described in Article 2.

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ARTICLE 2 - TRIGGERING EVENTS

The following events shall trigger the purchase obligations and rights set forth in Article 3:

2.1 Death

Upon the death of a Member (the "Deceased Member"), the Deceased Member's estate, heirs, or beneficiaries (collectively, the "Estate") shall sell, and the Purchasing Party shall purchase, the Deceased Member's Membership Interest.

2.2 Disability

Upon a determination of Disability of a Member (the "Disabled Member"), the Company and/or other Members shall have the option (but not the obligation) to purchase the Disabled Member's Membership Interest.

2.3 Voluntary Withdrawal or Retirement

If a Member voluntarily withdraws or retires from the Company (the "Withdrawing Member"), the Company and/or other Members shall have the option to purchase the Withdrawing Member's Membership Interest.

2.4 Involuntary Transfer

If a Member's Membership Interest is subject to an involuntary transfer (including attachment, garnishment, bankruptcy, divorce decree, or other legal process), the Company and/or other Members shall have the option to purchase the affected Membership Interest.

2.5 Breach or Termination of Employment

If a Member who is also an employee of the Company:
- Is terminated for Cause (as defined herein); or
- Materially breaches the Operating Agreement or any employment agreement;

the Company and/or other Members shall have the option to purchase such Member's Membership Interest.

"Cause" means: (a) conviction of a felony; (b) fraud, embezzlement, or material dishonesty; (c) willful misconduct causing material harm to the Company; (d) material breach of fiduciary duties; or (e) [OTHER].

2.6 Lifetime Transfer (Voluntary Sale)

If a Member desires to sell or transfer all or any portion of the Membership Interest to a third party (other than a Permitted Transfer), the provisions of Article 3.6 (Right of First Refusal) shall apply.

2.7 Deadlock

If the Members are unable to resolve a material dispute regarding Company operations for a period of [60] days, any Member may invoke the deadlock provisions of Section 3.7.

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ARTICLE 3 - PURCHASE RIGHTS AND OBLIGATIONS

3.1 Purchase Upon Death (Mandatory)

a. Obligation to Sell: Upon the death of a Member, the Estate shall be obligated to sell, and the Purchasing Party shall be obligated to purchase, the Deceased Member's Membership Interest at the Purchase Price.

b. Notice: The Estate shall provide written notice of the Member's death to the Company within [30] days after death.

c. Company's Primary Option: The Company shall have the first option to purchase all of the Membership Interest within [60] days after receiving notice.

d. Members' Secondary Option: If the Company does not elect to purchase all of the Membership Interest, the remaining Members shall have [30] additional days to elect to purchase the remaining interest pro rata (or in other proportions as they may agree).

e. Closing: The Closing shall occur within [90] days after the date of death (or as soon thereafter as the Purchase Price is determined).

3.2 Purchase Upon Disability (Optional)

a. Company's Option: Upon determination of Disability, the Company shall have [90] days to elect to purchase the Disabled Member's Membership Interest by providing written notice.

b. Members' Option: If the Company does not elect to purchase, the remaining Members shall have [30] additional days to elect to purchase pro rata.

c. Disabled Member's Put Right: If neither the Company nor the other Members elect to purchase, the Disabled Member shall have the right to require the Company to purchase the Membership Interest within [ONE YEAR] of the Disability determination.

3.3 Purchase Upon Withdrawal (Optional)

a. Notice of Withdrawal: A Withdrawing Member shall provide at least [90] days' written notice of intent to withdraw.

b. Company's Option: The Company shall have [60] days from receipt of notice to elect to purchase.

c. Members' Option: If the Company declines, the remaining Members shall have [30] additional days to elect to purchase pro rata.

d. No Purchase: If no election is made, the Withdrawing Member shall remain a Member but [shall have no voting rights / shall be treated as an assignee only].

3.4 Purchase Upon Involuntary Transfer (Optional)

a. Notice: The affected Member shall immediately notify the Company of any involuntary transfer or threatened involuntary transfer.

b. Company's Option: The Company shall have [30] days from notice (or from learning of the involuntary transfer) to elect to purchase.

c. Members' Option: If the Company declines, the remaining Members shall have [15] additional days to elect to purchase.

3.5 Purchase Upon Termination for Cause (Optional)

a. Company's Option: Upon termination for Cause, the Company may elect to purchase the terminated Member's Membership Interest at the Purchase Price [less a [__]% discount].

b. Call Right: If the Company elects to purchase, the terminated Member shall be obligated to sell.

3.6 Right of First Refusal (ROFR) - Lifetime Transfers

a. Offer Notice: Before any Lifetime Transfer, the selling Member ("Selling Member") shall first offer the Membership Interest to the Company and remaining Members by delivering written notice ("Offer Notice") specifying:
- The proposed transferee
- The number of units / percentage to be sold
- The purchase price and payment terms
- All other material terms

b. Company's First Option: The Company shall have [30] days to elect to purchase all (but not less than all) of the offered interest on the same terms.

c. Members' Second Option: If the Company declines, the remaining Members shall have [30] additional days to elect to purchase pro rata on the same terms.

d. Third-Party Sale: If the ROFR is not fully exercised, the Selling Member may complete the sale to the proposed transferee on terms no more favorable than those in the Offer Notice, within [90] days.

e. Lapse: If the sale is not completed within [90] days, the ROFR process must be repeated.

3.7 Deadlock - Shotgun (Buy-Sell) Provision

a. Invocation: If a material deadlock persists for [60] days, any Member (the "Initiating Member") may deliver a written offer (the "Shotgun Notice") to the other Members specifying a price per unit (the "Shotgun Price") at which the Initiating Member offers to purchase all of the other Members' interests.

b. Response: Within [30] days, the other Members must either:
- Sell: Accept the offer and sell their interests at the Shotgun Price; or
- Buy: Elect to purchase the Initiating Member's interest at the same Shotgun Price.

c. Failure to Respond: If the other Members fail to respond, they shall be deemed to have elected to sell.

d. Closing: Closing shall occur within [60] days of the response deadline.

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ARTICLE 4 - PURCHASE PRICE

4.1 Agreed Value Method (Primary)

a. Annual Valuation: The Members shall establish an Agreed Value for the Company (and each Member's interest) by unanimous written agreement annually, no later than [DATE] of each year.

b. Schedule B: The current Agreed Value is set forth on Schedule B.

c. Stale Value: If the Agreed Value has not been updated within [12 / 18 / 24] months prior to a Triggering Event, the Purchase Price shall be determined by appraisal under Section 4.3.

4.2 Formula Method (Alternative)

☐ If elected, the Purchase Price shall be calculated as follows:

Purchase Price = [Member's Percentage Interest] x [Company Value]

Where Company Value equals:

☐ Book Value: Total assets minus total liabilities per most recent financial statements.

☐ Multiple of Earnings: [___] times the average net income (or EBITDA) for the prior [3] fiscal years.

☐ Multiple of Revenue: [___] times the average gross revenue for the prior [3] fiscal years.

☐ Other Formula: [DESCRIBE FORMULA]

4.3 Appraisal Method

If the Purchase Price cannot be determined by Agreed Value or Formula, or if the parties dispute the valuation:

a. Single Appraiser: The parties shall attempt to agree on a single independent appraiser. If agreed, that appraiser's determination shall be final and binding.

b. Three-Appraiser Method: If the parties cannot agree on a single appraiser within [15] days:
- Each party shall select one independent appraiser within [15] days;
- The two appraisers shall select a third appraiser within [15] days;
- Each appraiser shall independently determine the Fair Market Value;
- The Purchase Price shall be the average of the two closest valuations (or the average of all three if equidistant).

c. Appraiser Qualifications: Appraisers must be certified business appraisers (ABV, ASA, or CBA designation) with experience valuing closely-held businesses.

d. Valuation Standards: The appraisal shall determine Fair Market Value as of the date of the Triggering Event, taking into account:
- The Company's assets, liabilities, and earnings
- The nature of the business and economic outlook
- Comparable transactions
- Appropriate discounts for lack of marketability and lack of control (unless the agreement specifies otherwise)

e. Costs: Appraisal costs shall be borne equally by the parties (or by the Company if it is the Purchasing Party).

4.4 Adjustments to Purchase Price

☐ Discount for Cause: If the Triggering Event is termination for Cause, the Purchase Price shall be reduced by [__]%.

☐ No Discounts for Death: No discount for lack of marketability or control shall apply to purchases following death.

☐ Other Adjustments: [DESCRIBE ANY OTHER ADJUSTMENTS]

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ARTICLE 5 - PAYMENT TERMS

5.1 Payment at Closing

☐ Full Cash Payment: The Purchase Price shall be paid in full at Closing by wire transfer of immediately available funds.

5.2 Installment Payments

☐ Installment Option: The Purchasing Party may elect to pay the Purchase Price as follows:

a. Down Payment: [__]% of the Purchase Price at Closing.

b. Balance: The remaining [__]% payable in [NUMBER] equal [monthly / quarterly / annual] installments, beginning [DATE / NUMBER days after Closing].

c. Interest: The unpaid balance shall bear interest at [__]% per annum (or the applicable federal rate, if higher).

d. Promissory Note: The balance shall be evidenced by a promissory note substantially in the form attached as Exhibit A.

e. Security: The note shall be secured by [the purchased Membership Interest / other collateral / unsecured].

f. Acceleration: The note shall accelerate upon [default / sale of the Company / other events].

5.3 Escrow

The parties may agree to use an escrow agent to facilitate the Closing.

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ARTICLE 6 - CLOSING PROCEDURES

6.1 Time of Closing

Unless otherwise specified, Closing shall occur within [90] days after determination of the Purchase Price.

6.2 Deliveries by Selling Member

At Closing, the Selling Member (or Estate) shall deliver:

a. An executed Assignment of Membership Interest;
b. Membership certificates (if any) endorsed for transfer;
c. Resignation from any management or officer positions (if applicable);
d. A general release (if applicable);
e. Such other documents as reasonably requested.

6.3 Deliveries by Purchasing Party

At Closing, the Purchasing Party shall deliver:

a. The Purchase Price (or down payment);
b. A promissory note (if installment payments);
c. Such other documents as reasonably requested.

6.4 Effect of Closing

Upon Closing:
a. The Selling Member shall cease to be a Member (unless retaining a partial interest);
b. Percentage Interests shall be adjusted accordingly;
c. The Operating Agreement and other records shall be updated.

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ARTICLE 7 - LIFE INSURANCE FUNDING

7.1 Insurance Policies

☐ Cross-Purchase Insurance: Each Member shall purchase and maintain life insurance on the life of each other Member in an amount at least equal to such other Member's Membership Interest value (as determined annually), to fund the purchase obligation upon death.

☐ Entity-Purchase Insurance: The Company shall purchase and maintain life insurance on the life of each Member in an amount at least equal to such Member's Membership Interest value.

☐ Hybrid Approach: [DESCRIBE]

☐ No Insurance Requirement: The parties do not require life insurance funding.

7.2 Policy Ownership and Beneficiaries

a. Cross-Purchase: Each Member shall own the policies on other Members' lives and be named as beneficiary.

b. Entity-Purchase: The Company shall own and be named as beneficiary of all policies.

7.3 Premium Payments

a. Cross-Purchase: Each Member shall pay the premiums on policies owned by such Member.

b. Entity-Purchase: The Company shall pay all premiums.

7.4 Evidence of Insurance

Each party owning insurance shall provide annual evidence of coverage to the other parties.

7.5 Disposition of Policies Upon Withdrawal

Upon a Member's withdrawal (other than death):
a. Cross-Purchase: The withdrawing Member may purchase policies on the remaining Members' lives at cash surrender value, or such policies shall be transferred to the remaining Members.
b. Entity-Purchase: The Company shall retain the policies.

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ARTICLE 8 - RESTRICTIONS ON TRANSFER

8.1 General Restriction

No Member may Transfer any Membership Interest except:
a. Pursuant to this Agreement;
b. As a Permitted Transfer; or
c. With the prior written consent of all other Members.

8.2 Legend

Any membership certificates shall bear a legend referencing this Agreement.

8.3 Void Transfers

Any Transfer in violation of this Agreement shall be void and of no effect.

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ARTICLE 9 - GENERAL PROVISIONS

9.1 Relationship to Operating Agreement

This Agreement supplements the Operating Agreement. In the event of conflict, this Agreement shall control with respect to the subject matter hereof.

9.2 Governing Law

This Agreement shall be governed by the laws of the State of [STATE].

9.3 Dispute Resolution

☐ Litigation: Disputes shall be resolved in the courts of [STATE/COUNTY].

☐ Arbitration: Disputes shall be resolved by binding arbitration in [LOCATION] under [AAA / JAMS] rules.

9.4 Notices

Notices shall be in writing and delivered to the addresses on Schedule A.

9.5 Amendments

This Agreement may be amended only by written instrument signed by all parties.

9.6 Entire Agreement

This Agreement constitutes the entire agreement regarding its subject matter.

9.7 Severability

Invalid provisions shall be modified to minimum extent necessary; remaining provisions remain effective.

9.8 Counterparts

This Agreement may be executed in counterparts.

9.9 Binding on Successors

This Agreement binds and benefits the parties and their heirs, estates, successors, and permitted assigns.

9.10 Term

This Agreement shall remain in effect until:
a. Terminated by unanimous written consent;
b. The Company is dissolved; or
c. Only one Member remains.

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EXECUTION

IN WITNESS WHEREOF, the parties have executed this Buy-Sell Agreement as of the Effective Date.

COMPANY:

[COMPANY NAME], LLC

By: ___________________________________
Name:
Title: [Manager / Authorized Member]
Date: _________________________________

MEMBERS:

Signature	Printed Name	Date
_________________________________	[MEMBER 1]	_____________
_________________________________	[MEMBER 2]	_____________
_________________________________	[MEMBER 3]	_____________

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SCHEDULE A - MEMBERS AND MEMBERSHIP INTERESTS

Member Name	Address	Units	Percentage Interest
[MEMBER 1]	[ADDRESS]	[NUMBER]	[__]%
[MEMBER 2]	[ADDRESS]	[NUMBER]	[__]%
[MEMBER 3]	[ADDRESS]	[NUMBER]	[__]%
TOTAL		[NUMBER]	100%

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SCHEDULE B - AGREED VALUE

As of: [DATE]

Company Value: $[AMOUNT]

Member	Percentage Interest	Value of Interest
[MEMBER 1]	[__]%	$[AMOUNT]
[MEMBER 2]	[__]%	$[AMOUNT]
[MEMBER 3]	[__]%	$[AMOUNT]

Determination Method: [DESCRIBE BASIS FOR VALUATION]

Signatures:

Member	Signature	Date
[MEMBER 1]	_________________________________	_____________
[MEMBER 2]	_________________________________	_____________
[MEMBER 3]	_________________________________	_____________

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EXHIBIT A - FORM OF PROMISSORY NOTE

[See separate promissory note template]

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[END OF DOCUMENT]