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1. Right of First Refusal: Used when existing members have rights to purchase units before third parties

2. Tag-Along Rights: Include when minority members have the right to join in sales by majority members

3. Drag-Along Rights: Include when majority members can force minority members to join in a sale

4. Non-Competition: Used when seller is restricted from competing with the company post-sale

5. Tax Matters: Include detailed tax provisions when transaction has significant tax implications

6. Regulatory Approvals: Required when transaction needs government or regulatory approval

7. Employee Matters: Include when seller has ongoing employment relationship with company

8. Earn-Out Provisions: Used when portion of purchase price is contingent on future performance

1. Schedule A - Description of Membership Units: Detailed description of units being purchased including class, rights, and restrictions

2. Schedule B - Purchase Price Calculation: Breakdown of purchase price and payment terms

3. Schedule C - Closing Deliverables: List of documents and items to be delivered at closing

4. Schedule D - Company Financial Statements: Recent financial statements of the company

5. Schedule E - Disclosure Schedule: Exceptions to representations and warranties

6. Schedule F - Required Consents: List of third-party consents needed for the transaction

7. Appendix 1 - Form of Transfer Power: Form for transferring membership units

8. Appendix 2 - Form of Release: Form of mutual release between parties