LLC Membership Interest Assignment

ASSIGNMENT OF LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST

State of ________

THIS ASSIGNMENT OF LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST (this "Assignment") is made and entered into as of ________ (the "Effective Date"), by and between the parties identified below.

§ 1. PARTIES.

(a) Assignor. ________, an individual residing at ________ ("Assignor").

(b) Assignee. ________, an individual residing at ________ ("Assignee").

Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

§ 2. RECITALS.

(a) ________ is a limited liability company duly organized and existing under the laws of the State of ________ (the "Company"), with its principal place of business located at ________.

(b) Assignor is the holder of record of a membership interest in the Company representing ________% (________ percent) of the membership interests in the Company (the "Assigned Interest").

(c) Assignor desires to assign, transfer, and convey the Assigned Interest to Assignee, and Assignee desires to accept such assignment, upon the terms and conditions set forth herein and in accordance with the Company's Operating Agreement dated ________ (the "Operating Agreement") and the applicable provisions of the limited liability company act of the State of ________.

§ 3. ASSIGNMENT AND ACCEPTANCE.

(a) For good and valuable consideration in the amount of $________, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby irrevocably assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to the Assigned Interest, together with all rights, privileges, and benefits appurtenant thereto, including, without limitation, all rights to allocations and distributions of profits and losses, all capital account balances, and all voting and management rights associated therewith, effective as of the Effective Date.

(b) Assignee hereby accepts the foregoing assignment of the Assigned Interest and agrees to be bound by all of the terms, conditions, and obligations of the Operating Agreement applicable to a member holding the Assigned Interest.

(c) Upon the effectiveness of this Assignment and the consent of the members set forth herein, Assignor shall retain no further right, title, or interest of any kind in or to the Company or the Assigned Interest.

§ 4. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR. Assignor represents and warrants to Assignee that, as of the Effective Date:

(a) Assignor is the sole legal and beneficial owner of the Assigned Interest and has good and marketable title thereto;

(b) the Assigned Interest is free and clear of all liens, security interests, pledges, claims, charges, and encumbrances of any nature whatsoever;

(c) Assignor has full right, power, and authority to execute and deliver this Assignment and to assign the Assigned Interest without the consent of any third party other than as provided herein; and

(d) the execution, delivery, and performance of this Assignment do not and will not violate the Operating Agreement, any agreement to which Assignor is a party, or any applicable law.

§ 5. REPRESENTATIONS AND WARRANTIES OF ASSIGNEE. Assignee represents and warrants that Assignee has full power and authority to enter into this Assignment, is acquiring the Assigned Interest for Assignee's own account and not with a view to distribution in violation of applicable federal or state securities laws, and agrees to be bound by the Operating Agreement.

§ 6. FURTHER ASSURANCES. Each Party agrees to execute and deliver such additional documents and instruments and to take such further actions as may be reasonably necessary or appropriate to carry out the intent and purposes of this Assignment.

§ 7. SUCCESSORS AND ASSIGNS. This Assignment shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

§ 8. GOVERNING LAW. This Assignment shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles.

§ 9. ENTIRE AGREEMENT; AMENDMENT. This Assignment, together with the Operating Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. This Assignment may be amended only by a written instrument signed by both Parties.

§ 10. SEVERABILITY. If any provision of this Assignment is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it valid and enforceable.

§ 11. COUNTERPARTS. This Assignment may be executed in one or more counterparts, including by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

EXECUTION

IN WITNESS WHEREOF, the Parties have caused this Assignment to be executed as of ________.

ASSIGNOR: ________

Signature: __________________________

Date: ________

ASSIGNEE: ________

Signature: __________________________

Date: ________

ACKNOWLEDGMENT

State of ________ )

County of ________ )

On this ________, before me, the undersigned notary public, personally appeared ________ and ________, personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the foregoing instrument, and acknowledged that they executed the same for the purposes therein contained.

Notary Public: __________________________

My commission expires: ________

CONSENT TO ASSIGNMENT OF MEMBERSHIP INTEREST

The undersigned, constituting all of the members of ________, a limited liability company organized under the laws of the State of ________ (the "Company"), in accordance with the Operating Agreement of the Company and the applicable provisions of the limited liability company act of the State of ________, hereby:

Xxxxx xx xxxxxxx xxx xxxx xxxxxxxxx xx xxxxxx xxx xxxxxxxx xxxx xx xxxxx xxxxxxx xxx xxxxxx xxxx xxxxxxxxxx xx xxx xxxxxxx xxxxx xxxx.

(b) admit ________ ("Assignee") as a substituted member of the Company, with all of the rights, powers, privileges, and obligations of a member of the Company from and after the Effective Date; and

(c) acknowledge that ________ ("Assignor") shall thereupon cease to be a member of the Company and shall retain no further interest of any kind in the Company.

Xxxxx xx xxxxxxx xxx xxxx xxxxxxxxx xx xxxxxx xxx xxxxxxxx xxxx xx xxxxx xxxxxxx xxx xxxxxx xxxx xxxxxxxxxx xx xxx xxxxxxx xxxxx xxxx xx xxxxxxxx xxx xxxxx xxxxx xx xxxxxxx xxx.

EXECUTION

This Consent is executed as of ________.

Name of Member: ________

Signature: __________________________

Name of Member: ________

Signature: __________________________