[YOUR COMPANY NAME]

Members Agreement
THIS MEMBERS AGREEMENT is made as of the ____ day of _________, [YEAR], by and among
[YOUR COMPANY NAME] (“Company”), [PARTNER 1], and [PARTNER 2], ETC. (collectively,
“Members” and each individually as a “Member”).

RECITALS

The Members currently own 100% of the equity interest (the "Membership Interests") in the Company,
as set forth on Schedule "A". The Members and the Company wish to set forth their duties and
obligations with respect to the ownership, purchase, sale and disposition of the Membership Interests of
the Company.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1. TRANSFER OF MEMBERSHIP INTERESTS

(a) No Member shall sell, transfer, assign, pledge or otherwise dispose of his, her or its
Membership Interests unless the sale, transfer, assignment, pledge, or other disposition is specifically
authorized by this Agreement. In the event of the divorce of a Member, all Membership Interests
owned or formerly owned by such Member shall be deemed to be offered for sale hereunder as
provided in this paragraph.

(b) If a Member (the "Selling Member") wishes to sell any of his, her or its Membership Interests
(the "Offered Membership Interests"), the Selling Member shall first offer the Membership Interests to
the Company by giving a written notice (the "Notice") thereof to the Company. The notice shall specify
the terms and conditions upon which the Selling Member wishes to sell the Offered Membership
Interests. The Company shall have the option to purchase all, or any portion, of the Offered
Membership Interests at the lesser of: (aa) the price determined under paragraph 3 hereof; or (bb) the
price set forth in the Notice. The purchase shall be on the terms set forth in paragraph 4 hereof. The
Company must exercise its option to purchase the Offered Membership Interest no later than thirty (30)
days after it receives the Notice (or, if later, fifteen days after the purchase price· has been determined
under paragraph 3 hereof). The failure of the Company to exercise its option within such period shall
be deemed a rejection thereof.

(c) The Company and the Selling Member shall consummate the transfer of the Offered
Membership Interests no later than thirty (30) days after the Company has exercised its option to
acquire the Offered Membership Interests.

(d) If the Company does not purchase all of the Offered Membership interests, the Selling Member
shall offer the remaining Offered Membership Interests to the other Members ("the "Buying Member(s)")
by delivering a written notice (the "Second Notice") to the Buying Member setting forth the terms and
conditions upon which he wishes to sell the Offered Membership Interests (which terms and conditions
shall be the same as the terms and conditions set forth in the Notice). The Buying Member(s)
thereafter shall have the option to purchase the Offered Membership Interests. If a Buying Member(s)
elects not to purchase the Offered Membership Interests, the Selling Member may sell such
Membership Interests to any other person eligible to be a Member in the Company as provided in
clause (F )below. No person is eligible under this provision if, in the opinion of counsel to the Company,
the addition of such person as a Member could adversely affect the tax treatment of the Company at
the time of such proposed sale. The price of any Offered Membership Interests purchased by the
Buying Member(s) shall be the lesser of: (aa) the price determined pursuant to paragraph 3 hereof; or
(bb) the price set forth in the Second Notice. Any such purchase shall be on the terms set forth in

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 [YOUR COMPANY NAME]
Members Agreement
paragraph 4 hereof. The Buying Member(s) shall exercise his rights hereunder no later than thirty days
after receipt of the Second-Notice. The failure of the Buying Member(s) to exercise his option within
thirty (30) days after receipt of the Second Notice shall be deemed a rejection of the option by the
Buying Member(s).

(e) The Selling Member and each Buying Member shall consummate the transfer of the Offered
Membership Interests no later than thirty (30) days after the Buying Member has exercised his, her or
its option to purchase all or a portion of the Offered Membership Interests.

(f) If the Company or the Buying Member(s) do not purchase all of the Offered Membership
Interests, the Selling Member may, subject to paragraph 5 hereof, sell all unsold Offered Membership
Interests to a bona fide purchaser. However, the Selling Member may not transfer the Offered
Membership Interests on prices or terms more favorable to the purchaser than those offered to the
Company or to the Buying Member(s). The Selling Member's right to transfer the Offered Membership
Interests to third parties shall expire ninety (90) days after the expiration of the last thirty (30) day period
during which the Buying Member could have exercised his option to purchase the Offered Membership
Interests.

2. DEATH OF MEMBER(S)

(a) Upon the death of a Member, at the option of the surviving Members, either the surviving
Members or the Company shall purchase, and the deceased Member's estate shall sell, all
Membership Interests owned by the deceased Member at the time of his death at the purchase price
specified in paragraph 3 hereof and on the terms set forth in paragraph 4 hereof. Such sale shall be
consummated no later than ninety (90) days after the date of the Member's death (or, if later, fifteen
(15) days after the purchase price has been determined under paragraph 3 hereof).

(b) In the event of the simultaneous death (which for purposes hereof shall mean the occurrence of
the second death within three business days of the first death) of both Members, the Company's then-
current auditor shall be deemed to be, and is hereby appointed for such purpose by the Members (in
their capacity as members of the board of directors of the Company), as an officer of the Company for
the purposes of and with full power and authority to liquidate all of the Company's assets, which m a ybe
by way of one or more sales as such officer shall determine, and this Agreement shall be and constitute
the act of the board of directors of the Company for all such purposes. Net liquidation proceeds shall
be distributed to the estates of the deceased Members, and there shall be no sale of the Membership
Interests of the deceased Members as provided in clause (a) above.

3. PURCHASE PRICE

Except as otherwise provided in paragraphs 1 and 10 hereof, the price of each Membership Interest for
any transfer hereunder shall be its fair market value determined in accordance with the provisions of
this paragraph as of the last day of the calendar quarter immediately preceding the transfer. The
following provisions shall govern the determination of the fair market value:

a) The fair market value of each Membership Interest may be established at any time during the
term of this Agreement by the unanimous consent of the parties hereto.

(b) If the parties are unable to agree upon the fair market value of each Membership Interest, an
appraiser shall establish the fair market value. The parties shall select a mutually agreeable appraiser
within fifteen (15) days after a written request for appraisal is sent by any party to all other parties

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 [YOUR COMPANY NAME]
Members Agreement
hereto. If the parties cannot agree upon an appraiser within such fifteen (15) day period, the American
Arbitration Association shall select an appraiser. The Company shall pay the full amount of any charges
made for an appraisal hereunder, and the Company shall at its cost promptly provide the appraiser with
such financial statements and other materials as the appraiser may request in connection with such
appraisal.

(c) If the fair market value of the Membership Interests is determined hereunder by the
parties or by an appraiser as of the last day of any calendar quarter, such value shall also be deemed
to be the fair market value of the Membership Interests as of the last day of the next succeeding
calendar quarter.

4. PAYMENT OF PURCHASE PRICE

Except as otherwise provided in paragraph 10 hereof, the Company or a Member, as the case may be,
shall pay: (a) not less than 10% of the price of the Membership Interests purchased under the terms of
this Agreement in cash on the date of closing; and (b) the remaining portion of the price by delivery of a
promissory note (the "Note") representing the balance of the total purchase price. The Note shall be
payable in four (4) equal annual installments of principal (commencing one year from the date of
closing) plus accrued interest at an annual rate of 8%. The Note shall be secured by a pledge of all the
Membership Interests purchased by the Company or the Member, as the case may be, and shall be in
form and substance reasonably satisfactory to the payee thereof. If the Company is the beneficiary
under any life insurance policy on a deceased Member's life, the Company shall apply the full amount
of the proceeds payable under such policy to purchase the deceased Member's Membership Interests
(except to the extent that such proceeds exceed the purchase price).

5. ASSUMPTION OF AGREEMENT

Any sale, transfer or other disposition of all or any part of the Membership Interests by any Member
(including the estate of any deceased Member) pursuant to this Agreement shall be effective only upon
the purchaser's or the transferee's execution or assumption of this Agreement. Any purchaser or
transferee who executes or assumes this Agreement agrees that he, she or it will be bound by the
provisions of this Agreement, that he, she or it will assume all liabilities of Members under this
Agreement, and that he, she or it will perform all obligations and duties of Members under this
Agreement. All Members agree that any purchaser or transferee who signs or assumes this Agreement
shall be entitled to the rights and benefits of a Member hereunder. In addition, the term "Membership
Interests" shall include any Membership Interests acquired by such a purchaser or transferee.

6. MANAGEMENT

The Company and the Members agree that, without the express written consent of all of the Members,
none of the following actions will be taken, directly or indirectly, by the Company:

(a) The issuance or sale by the Company or any of its subsidiaries of Membership Interests
or any securities convertible into or exchangeable for any such Membership Interests.

(b) The granting or issuance by the Company or any of its subsidiaries of any options,
warrants or other rights to purchase any Membership Interests of any class.

(c) The granting or issuance by the Company or any of its subsidiaries of any "phantom"
interests or options, warrants or rights.

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 [YOUR COMPANY NAME]
Members Agreement
(d) The sale, lease, exchange or other disposition of all or substantially all of the assets of
the Company or any of its subsidiaries or all or substantially all of the assets used in any particular line
of business of the Company or any significant subsidiary.

(e) The merger or consolidation of the Company or any of its subsidiaries with or into any other
corporation (other than mergers of wholly owned subsidiaries with or into the Company without any
change in the Company's outstanding Membership Interests).

(f) Any reorganization or recapitalization of the Company or any of its subsidiaries, including any
reorganization or recapitalization resulting in a reverse interest split, merger, freeze out, consolidation,
interest split or similar transaction.

(g) The amendment of the Company's Articles of Organization or the Company's Operating
Agreement.

(h) The liquidation or dissolution of the Company.

(i) The payment by the Company or any of its subsidiaries of any compensation (including
bonuses) to any of the Company's Members or to any of their respective family members, beneficiaries
or affiliates.

7. INSURANCE

(a) The Company may purchase and keep in force policies of life insurance (the "Policies") on the
lives of any Members. The Policies may designate the Company as the owner and beneficiary. The
Company may, in its discretion, elect to terminate or reduce any coverage under any Policy without
giving notice of termination or reduction to the insured Member.

(b) If a Member transfers his Membership Interests as provided herein, or if this Agreement
terminates, the withdrawing Member may purchase from the Company any Policies on his life. The
purchase price for any such Policy shall be its interpolated terminal reserve and any dividend credits
outstanding as of the date of purchase, plus the proportionate part of the premium last paid before the
date of purchase which covers the period extending beyond that date, and less any indebtedness
outstanding.

8. ENDORSEMENT

Each certificate representing Membership Interests now or hereafter held by any Member shall be
stamped or otherwise imprinted with a legend in substantially the following form:

"The Membership Interests evidencedby this certificate are subject to the provisions and transfer
restrictions of that certain Members Agreement dated as of the _____ day of ________, 20__, by and
among the Company and its Members, a copy of which may be obtained from the secretary of the
Company."

9. DISAGREEMENT

(a) Either Member (the "Offeror") may at any time deliver an offer (referred to in this
subparagraph as the "Offer") to the remaining Member (referred to in this subparagraph as the

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 [YOUR COMPANY NAME]
Members Agreement
"Offeree") setting forth the price per interest and other terms upon which the Offeror is willing to
purchase all Membership Interests then owned by the Offeree. The Offeree shall accept or reject the
Offer by delivering written notice of such acceptance or rejection to the Offeror no later than thirty (30)
days after delivery of the Offer to the Offeree. If the Offeree fails or refuses to deliver a written
acceptance or rejection of the Offer to the Offeror within such thirty (30) day period, the Offeree shall be
conclusively deemed to have accepted the Offer. If the Offeree accepts, or is deemed to have
accepted, the Offer, the parties shall consummate the Offeror's purchase of the Offeree's Membership
Interests at the price and on the terms set forth in the Offer not later than thirty (30) days after the
Offeree accepts, or is deemed to have accepted, the Offer. If the Offeree rejects the Offer in
accordance with the terms hereof, then the Offeree shall purchase, and the Offeror shall sell, all
Membership Interests then owned by the Offeror at the price per interest and on the terms set forth in
the Offer. The parties shall consummate such sale not later than sixty (60) day after the Offeree has
rejected the Offer.

(b) The Member purchasing Membership Interests under this Section shall pay, or shall
cause the Company to pay, at the time of purchase the full amount of all obligations then owed by the
Company to the selling Member. In addition, such purchasing Member shall at such time cause the
selling Member to be released from all obligations of the Company for which the selling Member is
liable as guarantor, co-maker or otherwise.

10. SPECIFIC PERFORMANCE

The parties acknowledge that it maybe impossible to measure in money the damages that will accrue
by reason of any failure by any party to perform any of his, her or its obligations under this Agreement
with respect to any purchase, sale or transfer of Membership Interests. Therefore, if any party defaults
under this Agreement with respect to his, her or its obligation to purchase, sell or otherwise transfer any
Membership Interests, the Company or the other Members, as the case may be, shall be entitled to
specific performance to enforce their respective rights under this Agreement.

11. ACQUISITION OF MEMBERSHIP INTERESTS

All Membership Interests of the Company which are acquired by any of the Members after the date
hereof (whether by exercise of options or otherwise) shall be subject to the terms of this Agreement. All
such Membership Interests shall, upon such acquisition, be deemed to be "Membership Interests"
within the meaning of this Agreement.

12. NOTICES

Any and all notices, designations, consents, offers, acceptances or any other communication provided
for herein shall be given in writing by registered or certified mail which shall be addressed, in the case
of the Company, to its principal office and, in the case of any Member, to his address appearing on the
equity interest books of the Company or to such other address as the Member may designate.

13. RIGHTSOF INSURERS

Any insurers issuing the Policies hereunder are hereby authorized to discharge and perform their
obligations under such Policies without reference to this Agreement.

14. TERMIN ATION

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 [YOUR COMPANY NAME]
Members Agreement
This Agreement shall terminate with respect to each Member upon:

(a) The written agreement of the Members and the Company; or

(b) The bankruptcy, receivership, or dissolution of the Company.

15. INVALID PROVISION

The invalidity or unenforceability of any provision of this Agreement shall not affect any other provisions
hereof. This Agreement shall be construed in all respects as if such invalid or unenforceable provisions
were omitted.

16. MISCELLANEOUS

This Agreement shall be governed and construed in accordance with [YOUR STATE] law. No change
or modification of this Agreement shall be valid unless the same is in writing and signed by all the
parties hereto. The heirs, executors, administrators, personal representatives, estates, successors and
assigns of all of the parties to this Agreement shall be bound by the provisions hereof. This Agreement
supersedes any prior agreements between the parties concerning the Membership Interests. All such
prior agreements shall be deemed canceled and of no further force and effect from and after the date
hereof. The waiver of any party hereto of any provisions of this Agreement shall not operate or
be construed as a waiver of any subsequent breach. The Company may, in its sole discretion, waive
any provisions of this Agreement with respect to any Member, and such waiver shall not operate or be
construed as a waiver of this Agreement or any provision with respect to any other Member. A Member
shall have no further rights under this Agreement upon his transfer of all Membership Interests owned
by him or her to another person or entity.

IN WITNESS WHEREOF, the parties have executed and delivered this Members Agreement the day
and year first above written.

[YOUR COMPANY NAME]

By: _________________________________
Its: _________________________________

_________________________________
[PARTNER 1]

_________________________________
[PARTNER 2]

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