SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of [enter date],
by and among ______________ (the "Seller"), and _________________ (the "Buyer").
A. The Seller is the owner of a __% membership interest in XYZ LLC, a xxx limited
liability company (the "Company").
B. Subject to the terms and conditions set forth in this Agreement, the Seller desires
to sell to the Buyer, and the Buyer desire to purchase from Seller, all of the Seller's membership
interests in the Company (the "Membership Interest").
NOW, THEREFORE, in consideration of the foregoing background, as well as the
mutual covenants set forth in this Agreement, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. PURCHASE OF MEMBERSHIP INTEREST.
(a) Purchase of Membership Interest. On the Closing Date (as defined below), the Buyer
shall purchase from the Seller, and the Seller shall sell to the Buyer, the Membership Interest for
a purchase price equal to $_______ (the "Purchase Price"). On the Closing Date, the Seller
shall execute and deliver to the Buyer an assignment of the Membership Interest in the form of
Exhibit A attached hereto (the "Assignment").
(b) Form of Payment. The Buyer shall pay the Seller the Purchase Price in full, by check
or wire transfer of immediately available funds to a bank account designated in writing by the
Seller, on or before [enter date] or by such other date as agreed to by the parties.
(c) Closing Date. The purchase and sale of the Membership Interest pursuant to this
Agreement (the "Closing") shall take place at the offices of _____________________,
simultaneously with the execution in full of this Agreement, or at such other place, date or time
as the parties shall agree, the date on which the Closing occurs being referred to herein as the
(d) Closing Deliveries. At the Closing:
(i) the Seller shall deliver to the Buyer signature pages to the following
agreements executed by the Se