Buy-Sell Agreement (Comprehensive)

This Comprehensive Buy-Sell Agreement is between a limited liability company (the “Company”) and its members, which limits the members’ rights to dispose of their interests (shares, membership units or rights in the Company) upon the occurrence of certain events. This will ensure that the membership interests remain in the hands of the existing members and/or the Company rather than transferred to third parties. The events that would trigger this agreement include: (1) a member's death; (2) the disability, retirement or resignation of a member who is employed by the Company; (3) the termination, with or without cause, of a member's employment with the Company; or (4) the voluntary or involuntary sale or disposition of any interest owned by a member. (continued ...)