This template membership interest redemption agreement is intended to be used by a limited liability company (LLC) to redeem all of a member's membership interest in the LLC. This template includes practical guidance, drafting notes, alternate and optional clauses. This is a non-jurisdictional template that you can tailor to the laws of the jurisdiction of formation of the redeeming LLC and is best suited for redemption transactions where the selling member is at least somewhat familiar with the business and affairs of the LLC and where the parties wish to minimize negotiation. The default provisions of this template are not drafted in favor of one party or another, however, optional clauses are provided that you can use to make the agreement more pro-company or pro-selling member. Prior to using this template, you should review the LLC's operating agreement carefully to identify and understand any restrictions or other conditions on the redemption of membership interests by the LLC. This template includes optional provisions you may use if other members of the LLC must consent to or approve the redemption. As a short form agreement, this template contemplates a simultaneously signing and closing of the redemption and assumes the following: • The selling member is a natural person. • The redemption is permitted under the laws of the LLC's jurisdiction of organization. • The LLC is treated as a partnership for tax purposes and is not a publicly traded partnership. • The redeemed membership interest is a minority interest in the LLC. • The LLC will have more than one remaining member after giving effect to the redemption (i.e., the LLC will not become a disregarded entity for tax purposes after the redemption). • The redeemed interest constitutes all of the member's membership interest in the LLC. • The purchase price for the redeemed interest will be paid in cash at closing and there will not be an escrow or purchase price holdback of any kind. • The redemption is not part of a recapitalization under I.R.C. § 368(a)(1)(E). For more information on redemptions of minority securityholders generally, see Minority Securityholder Rights Protections — Redemption and Put Rights. For a discussion of exit provisions in LLC operating agreements, see Exit Provisions in Limited Liability Company Operating Agreements. For information regarding the tax consequences of redemptions of a membership interest in an LLC, see Tax Considerations for Redemptions of Partnerships and LLC Interests.