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MEMBERSHIP INTEREST PURCHASE AGREEMENT

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This Membership Interest Purchase Agreement (this "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and among:

SELLER:
[SELLER NAME]
[SELLER ADDRESS]
(the "Seller")

PURCHASER:
[PURCHASER NAME]
[PURCHASER ADDRESS]
(the "Purchaser")

COMPANY:
[COMPANY NAME], LLC
[COMPANY ADDRESS]
(the "Company")

(Seller, Purchaser, and Company are each a "Party" and collectively the "Parties")

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RECITALS

A. The Company is a [STATE] limited liability company formed on [FORMATION DATE].

B. The Seller owns a membership interest in the Company representing [___]% of the total membership interests (the "Percentage Interest") and [___] units (if applicable) (the "Units") (collectively, the "Membership Interest").

C. The Seller desires to sell, and the Purchaser desires to purchase, [all / a portion] of the Seller's Membership Interest in the Company, on the terms and conditions set forth herein.

D. The sale and transfer contemplated hereby is permitted under the Operating Agreement of the Company dated [DATE] (the "Operating Agreement"), [subject to the terms and conditions set forth therein, including any applicable right of first refusal].

E. [The Company and the other members have waived any applicable right of first refusal or other transfer restrictions, or such rights have expired without exercise.]

[// GUIDANCE: Review the Operating Agreement carefully for:
- Transfer restrictions and approval requirements
- Right of first refusal (ROFR) provisions
- Tag-along and drag-along rights
- Required consents from other members or managers
- Admission requirements for substitute members]

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AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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ARTICLE 1 - PURCHASE AND SALE

1.1 Purchase and Sale of Membership Interest

Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell, assign, transfer, convey, and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the following Membership Interest in the Company:

Description	Amount
Percentage Interest	[___]%
Units (if applicable)	[___]
Capital Account Balance (approximate)	$[AMOUNT]

1.2 Purchase Price

The total purchase price for the Membership Interest shall be $[PURCHASE PRICE] (the "Purchase Price"), payable as follows:

☐ Cash at Closing: The entire Purchase Price shall be paid in cash at Closing by wire transfer of immediately available funds to an account designated by the Seller.

☐ Installment Payments: The Purchase Price shall be paid as follows:
- Down payment at Closing: $[AMOUNT]
- Balance payable in [NUMBER] equal installments of $[AMOUNT] each, due [monthly / quarterly / annually], beginning [DATE], with interest at [___]% per annum
- The balance shall be evidenced by a Promissory Note in the form attached as Exhibit A

☐ Other: [DESCRIBE OTHER PAYMENT TERMS]

1.3 Allocation of Purchase Price

For tax purposes, the Purchase Price shall be allocated among the Company's assets as mutually agreed by the Parties and set forth on Schedule 1.3, in accordance with Section 1060 of the Internal Revenue Code.

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ARTICLE 2 - CLOSING

2.1 Closing Date

The closing of the purchase and sale contemplated by this Agreement (the "Closing") shall take place on [CLOSING DATE] (the "Closing Date"), at [TIME], at [LOCATION], or at such other time, date, or place as the Parties may agree in writing.

2.2 Deliveries by Seller at Closing

At the Closing, the Seller shall deliver to the Purchaser:

a. An executed Assignment of Membership Interest in the form attached as Exhibit B;

b. The original membership certificate (if any) representing the Membership Interest, endorsed for transfer;

c. Evidence of any required consents or waivers from the Company, other members, or third parties;

d. A certificate of the Seller certifying that the representations and warranties in Article 3 are true and correct as of the Closing Date;

e. A completed IRS Form W-9 (or W-8, if applicable);

f. Such other documents as the Purchaser may reasonably request to consummate the transactions contemplated hereby.

2.3 Deliveries by Purchaser at Closing

At the Closing, the Purchaser shall deliver to the Seller:

a. The Purchase Price (or down payment, if applicable), by wire transfer of immediately available funds;

b. A Promissory Note, if applicable, in the form attached as Exhibit A;

c. An executed Joinder Agreement (or counterpart signature page to the Operating Agreement), if required for admission as a member;

d. A certificate of the Purchaser certifying that the representations and warranties in Article 4 are true and correct as of the Closing Date;

e. Such other documents as the Seller may reasonably request.

2.4 Deliveries by Company at Closing

At the Closing, the Company shall deliver:

a. An updated membership ledger reflecting the Purchaser as a member;

b. A new membership certificate (if applicable) in the name of the Purchaser;

c. Evidence of any required member or manager consents;

d. Such other documents as the Purchaser or Seller may reasonably request.

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ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller represents and warrants to the Purchaser as of the Effective Date and the Closing Date:

3.1 Ownership

The Seller is the sole legal and beneficial owner of the Membership Interest, free and clear of all liens, encumbrances, security interests, pledges, claims, options, rights of first refusal, and restrictions on transfer, except as disclosed herein or set forth in the Operating Agreement.

3.2 Authority

The Seller has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of the Seller, enforceable in accordance with its terms.

3.3 No Conflicts

The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not:
a. Violate any law, regulation, or order applicable to the Seller;
b. Violate or conflict with any agreement to which the Seller is a party; or
c. Require any consent, approval, or authorization not already obtained.

3.4 Compliance with Operating Agreement

The sale and transfer of the Membership Interest contemplated hereby complies with all applicable provisions of the Operating Agreement, including any transfer restrictions, rights of first refusal, and approval requirements.

3.5 Litigation

There is no action, suit, proceeding, or investigation pending or, to the Seller's knowledge, threatened against the Seller that would affect the Membership Interest or the Seller's ability to consummate the transactions contemplated hereby.

3.6 Tax Matters

The Seller has timely filed (or caused to be filed) all tax returns required to be filed with respect to the Membership Interest and has paid all taxes due.

3.7 No Brokers

The Seller has not engaged any broker, finder, or agent in connection with this transaction and will indemnify the Purchaser against any claims for brokerage commissions or fees.

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ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF PURCHASER

The Purchaser represents and warrants to the Seller and the Company as of the Effective Date and the Closing Date:

4.1 Authority

The Purchaser has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms.

4.2 Investment Intent

The Purchaser is acquiring the Membership Interest for the Purchaser's own account, for investment purposes only, and not with a view to the distribution or resale thereof. The Purchaser understands that the Membership Interest has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws.

4.3 Accredited Investor Status

☐ The Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act.

☐ The Purchaser acknowledges that it may not be an accredited investor but has been provided sufficient information to evaluate the investment.

4.4 Sophistication and Experience

The Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of the investment in the Membership Interest.

4.5 Access to Information

The Purchaser has had the opportunity to ask questions of and receive answers from the Seller and the Company concerning the Company, its business, and the Membership Interest, and has had access to such information as the Purchaser has requested.

4.6 Risk of Loss

The Purchaser understands that the investment in the Membership Interest involves substantial risks, including the possible loss of the entire investment.

4.7 Restrictions on Transfer

The Purchaser understands that the Membership Interest is subject to restrictions on transfer under the Operating Agreement and applicable securities laws, and that there is no public market for the Membership Interest.

4.8 No Brokers

The Purchaser has not engaged any broker, finder, or agent in connection with this transaction and will indemnify the Seller against any claims for brokerage commissions or fees.

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ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser as of the Effective Date and the Closing Date:

5.1 Organization and Good Standing

The Company is a limited liability company duly formed, validly existing, and in good standing under the laws of [STATE].

5.2 Authority

The Company has full power and authority to enter into this Agreement.

5.3 Capitalization

The total membership interests of the Company are as set forth on Schedule 5.3. The Seller's Membership Interest represents [___]% of the total membership interests. There are no outstanding options, warrants, or other rights to acquire membership interests, except as disclosed on Schedule 5.3.

5.4 Operating Agreement

A true and complete copy of the Operating Agreement has been provided to the Purchaser. The Operating Agreement is in full force and effect.

5.5 Consent to Transfer

All consents required under the Operating Agreement for the transfer of the Membership Interest to the Purchaser have been obtained or waived.

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ARTICLE 6 - COVENANTS

6.1 Confidentiality

Each Party shall maintain the confidentiality of this Agreement and the transactions contemplated hereby, except as required by law or as necessary to consummate the transactions.

6.2 Further Assurances

Each Party shall execute and deliver such additional documents and take such additional actions as may be necessary or appropriate to consummate the transactions contemplated hereby.

6.3 Tax Reporting

The Parties shall report the transaction for tax purposes in a manner consistent with this Agreement and shall cooperate in the preparation of any required tax filings.

6.4 Operating Agreement Compliance

The Purchaser agrees to be bound by all terms and conditions of the Operating Agreement upon admission as a member.

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ARTICLE 7 - CONDITIONS TO CLOSING

7.1 Conditions to Purchaser's Obligations

The Purchaser's obligation to consummate the Closing is subject to the satisfaction (or waiver by the Purchaser) of the following conditions:

a. The representations and warranties of the Seller shall be true and correct as of the Closing Date;

b. The Seller shall have performed all covenants required to be performed prior to Closing;

c. All required consents and approvals shall have been obtained;

d. No legal proceeding shall be pending or threatened that would prevent the consummation of the transactions contemplated hereby.

7.2 Conditions to Seller's Obligations

The Seller's obligation to consummate the Closing is subject to the satisfaction (or waiver by the Seller) of the following conditions:

a. The representations and warranties of the Purchaser shall be true and correct as of the Closing Date;

b. The Purchaser shall have performed all covenants required to be performed prior to Closing;

c. The Purchaser shall have delivered the Purchase Price (or down payment, if applicable).

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ARTICLE 8 - INDEMNIFICATION

8.1 Indemnification by Seller

The Seller shall indemnify, defend, and hold harmless the Purchaser from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of:

a. Any breach of the Seller's representations or warranties herein;
b. Any breach of the Seller's covenants herein;
c. Any liabilities of the Company arising prior to the Closing Date to the extent attributable to the Membership Interest sold hereunder.

8.2 Indemnification by Purchaser

The Purchaser shall indemnify, defend, and hold harmless the Seller from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of:

a. Any breach of the Purchaser's representations or warranties herein;
b. Any breach of the Purchaser's covenants herein;
c. Any liabilities of the Company arising after the Closing Date to the extent attributable to the Membership Interest purchased hereunder.

8.3 Limitation on Indemnification

☐ Cap on Indemnification: Neither Party's aggregate indemnification liability shall exceed the Purchase Price.

☐ No Cap: There shall be no cap on indemnification liability.

8.4 Survival

The representations, warranties, and indemnification obligations shall survive the Closing for a period of [12 / 18 / 24] months.

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ARTICLE 9 - TERMINATION

9.1 Termination

This Agreement may be terminated:

a. By mutual written consent of the Parties;

b. By either the Seller or the Purchaser if the Closing has not occurred by [OUTSIDE DATE], provided that the terminating party is not in breach of this Agreement;

c. By the Purchaser if any condition to Closing set forth in Section 7.1 has not been satisfied or waived by the Closing Date;

d. By the Seller if any condition to Closing set forth in Section 7.2 has not been satisfied or waived by the Closing Date.

9.2 Effect of Termination

Upon termination, this Agreement shall be of no further force or effect, except that the provisions of Sections [CONFIDENTIALITY, GOVERNING LAW, ETC.] shall survive.

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ARTICLE 10 - GENERAL PROVISIONS

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles.

10.2 Dispute Resolution

☐ Litigation: Any dispute arising under this Agreement shall be resolved in the courts of [STATE/COUNTY].

☐ Arbitration: Any dispute arising under this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS] in [LOCATION].

10.3 Notices

All notices shall be in writing and delivered by personal delivery, overnight courier, certified mail, or email to the addresses set forth above (or such other address as a Party may designate).

10.4 Entire Agreement

This Agreement, including all Exhibits and Schedules, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements.

10.5 Amendments

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

10.6 Waiver

No waiver of any breach shall be effective unless in writing.

10.7 Severability

If any provision is held invalid, the remaining provisions shall remain in effect.

10.8 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts. Electronic signatures shall be deemed original signatures.

10.9 Successors and Assigns

This Agreement shall bind and benefit the Parties and their respective successors and permitted assigns.

10.10 Expenses

Each Party shall bear its own costs and expenses in connection with this Agreement.

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EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Membership Interest Purchase Agreement as of the date first written above.

SELLER:

_________________________________________
[SELLER NAME]
Date: _________________________________

PURCHASER:

_________________________________________
[PURCHASER NAME]
Date: _________________________________

COMPANY:

[COMPANY NAME], LLC

By: ___________________________________
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: _________________________________

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EXHIBIT A - PROMISSORY NOTE (IF APPLICABLE)

[See separate promissory note template if installment payments are used]

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EXHIBIT B - ASSIGNMENT OF MEMBERSHIP INTEREST

ASSIGNMENT OF MEMBERSHIP INTEREST

FOR VALUE RECEIVED, the undersigned, [SELLER NAME] ("Assignor"), hereby sells, assigns, transfers, and conveys to [PURCHASER NAME] ("Assignee"), all of Assignor's right, title, and interest in and to the Membership Interest in [COMPANY NAME], LLC (the "Company"), representing [___]% of the total membership interests and [___] units (if applicable).

Assignor hereby represents and warrants that Assignor is the sole owner of the Membership Interest, free and clear of all liens and encumbrances, and that Assignor has full power and authority to make this assignment.

Assignee agrees to be bound by all terms and conditions of the Operating Agreement of the Company.

Dated: [DATE]

ASSIGNOR:

_________________________________________
[SELLER NAME]

ASSIGNEE:

_________________________________________
[PURCHASER NAME]

ACCEPTED AND CONSENTED TO BY THE COMPANY:

[COMPANY NAME], LLC

By: ___________________________________
Name:
Title:

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SCHEDULE 5.3 - CAPITALIZATION TABLE

Member	Units	Percentage Interest	Capital Contribution
[MEMBER 1]	[___]	[___]%	$[AMOUNT]
[MEMBER 2]	[___]	[___]%	$[AMOUNT]
[SELLER]	[___]	[___]%	$[AMOUNT]
TOTAL	[___]	100%	$[AMOUNT]

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[END OF DOCUMENT]