LIMITED LIABILITY COMPANY
UNIT PURCHASE AGREEMENT
This Unit Purchase Agreement (this “Agreement”) is made and entered into as of
, by and between
(“Purchaser”) and , a limited liability company (the
“Company”);
RECITALS
A. The Company desires to sell to the Purchaser, and the Purchaser desires to purchase
from the Company, newly issued limited liability company membership units of the Company,
which shall consist of % of the then outstanding membership units of the Company (the
“Units”), on the terms and conditions set forth in this Agreement; and
NOW, THEREFORE, in consideration of the foregoing, the mutual promises hereinafter
set forth, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Agreement to Purchase and Sell Stock
(a) Authorization. the Company’s Manager has authorized or will authorize the
issuance, of the Units, pursuant to the terms and conditions of this Agreement,
(b) Agreement to Purchase and Sell Units. Subject to the terms and conditions of
this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue to
the Purchaser, at the Closing (as defined below), the Units, for the consideration set forth in
paragraph 1 (c) below.
(c) Consideration. The consideration for the Units will be $ in cash
or cancellation of outstanding indebtedness of the Company to Purchaser or its principals.
2. Closing. The purchase and sale of the Units shall take place at the offices of the
Company, as set forth on the signature page of this Agreement, on or before
, or at such other time and place as the Company and the Purchaser mutually agree
upon (the “Closing”). At the Closing, the Company shall issue and deliver to the Purchaser a
certificate representing the Units against delivery of payment therefor by cash or an instrument
canceling indebtedness. Closing documents may be delivered by facsimile with original
signature pages sent by overnight courier. The date of the Closing is referred to herein as the
“Closing Date.”
3. Representations, Warranties and Agreements of the Company. The Company
hereby represents, warrants, and covenants to the Purchaser that, as of the date hereof, the
statements in this Section 3 are true and correct:
(a) Organization Good Standing and Qualification. The Company is a limited
liability company duly organized, validly existing and in good standing under the laws of the
State of its organization and has all corporate power and authority required to (i) carry on its
business as presently conducted and proposed to be conducted and (ii) enter into this Agreement
and the other agreements contemplated hereby and thereby (collectively, the “Transaction
Documents”), and to consummate the transactions contemplated hereby and thereby.
(b) Capitalization.
(i) The Units, when issued, will represent % of the
outst