MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is executed as of July ____, 2023 (the "Effective Date"), by and between [Redacted] (the "Selling Member"), party of the first part; and [Redacted], (the "Purchasers"), parties of the second part.

RECITALS:

A. As of the Effective Date, Selling Member is the sole legal and beneficial owner of twenty-five percent (%) of the membership interest in __________________, a Michigan Corporation (the "Corporation"); and

B. Selling Member has agreed to sell to Purchasers and Purchasers have agreed to purchase from Selling Member, all of Selling Member's interest (the "Membership Interest"), subject to the terms and conditions of this Agreement. Specifically, [Redacted] are purchasing % of the Selling Member's share; [Redacted] are purchasing % of the Selling Member's share; and [Redacted] is purchasing % of the Selling Member's share.

AGREEMENT:

NOW, THEREFORE, in consideration of the Recitals, mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. Redemption. In exchange for the Purchase Price, at the Closing (as defined below), Selling Member will sell, transfer and assign to Purchasers all of Selling Member's right, title and interest in and to the Membership Interest, and the Purchasers will purchase such Membership Interest.

  2. Purchase Price.

    (a) The aggregate purchase price for the Membership Interest (the "Purchase Price") shall be TWO HUNDRED THOUSAND and 00/100 DOLLARS ($200,000.00), which shall be paid by Purchasers to Selling Member in its entirety at Closing, except as indicated in Subparagraph (c) of this section.

    (b) At the Closing, the Purchasers shall pay or cause to be paid the entire Purchase Price to Selling Member by wire transfer, via cash, or via cashier's check, in accordance with instructions provided by Selling Member, prior to Closing.

    (c) Being that an SBA Loan currently exists, whereby $110,000 is due and owing to the SBA, and also whereby Selling Member has % of the liability towards said loan, the purchase price shall be reduced by Selling Member's liability, specifically $27,500.00, such that the final Purchase Price will be ONE HUNDRED AND SEVENTY-TWO THOUSAND and 00/100 DOLLARS ($172,500).

  3. Closing.

    (a) The parties shall take all actions necessary to effect the transactions contemplated herein (the "Closing"), which Closing shall take place at such date, place or time as the Purchasers and Selling Member may agree (the "Closing Date") immediately following the satisfaction or waiver of all conditions to the obligations of the parties to consummate the transactions contemplated hereby.

    (b) At the Closing, the parties agree to complete the following: (i) Selling Member shall deliver to the Purchasers all certificates representing the Membership Interest (to the extent such certificate exists), transferring all of Selling Member's right, title and interest in the Membership Interest; (ii) Selling Member shall deliver to Purchasers an assignment of membership, purchase agreement, bill of sale, and stock purchase agreement; and (iii) the Purchasers shall pay to Selling Member the Purchase Price.

  4. Representations and Warranties of the Parties. The Parties represent and warrant that: (a) each has the legal power and authority to enter into this Agreement and to carry out its terms and conditions; and (b) to the extent necessary, have retained, appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement.

  5. Binding Obligation of the Parties. Each of the parties hereby represents and warrants that as of the Effective Date, this Agreement constitutes, and will constitute, a validly authorized and binding obligation of each party, enforceable in accordance with its terms, and no party shall require the consent of any third party to enter into this Agreement, except as may be expressly provided by this Agreement.

  6. Survival. The terms, warranties, and covenants of this Agreement shall survive the Closing of the transactions contemplated herein.

  7. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators, and successors of any and all parties.

  8. Entire Agreement. This Agreement and any exhibits attached hereto constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede and cancel any and all prior agreements and understandings, both written and oral, among them relating to the subject matter hereof, except as otherwise specifically provided herein.

  9. Governing Law. The rights and obligations of the parties hereunder and the interpretation of this Agreement will be governed by the laws of the State of Michigan without regard to conflict of laws principles, and the courts of the State of Michigan shall be the exclusive forum and jurisdiction for resolution of any disputes arising from this Agreement.

  10. Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by facsimile or reputable overnight delivery service, or by registered or certified mail, return receipt requested, postage prepaid to the addresses set forth on the signature page to this Agreement or to such other address or number as either party shall give notice of to the others under this Section 13.

  11. Enforceability. The invalidity or unenforceability of any provision or clause hereof, or any exhibit or agreement attached hereto, will in no way affect the validity or enforceability of any other clause or provision hereof.

  12. Further Assurances. The parties hereto agree to promptly lend to the other their full cooperation and assistance, to sign all papers and documents, and to perform all other acts necessary to the accomplishment of the terms, conditions and goals of this Agreement.

  13. Electronic Signatures. This Agreement may be executed in one or more counterparts. Signatures delivered via electronic methods shall be deemed originals for all purposes.