LLC MEMBER WITHDRAWAL AGREEMENT

This LLC MEMBER WITHDRAWAL AGREEMENT (hereinafter referred to as “the Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE LLC], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred as the “LLC”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT THE NAME OF THE WITHDRAWING MEMBER] residing at [INSERT THE ADDRESS OF THE INDIVIDUAL] (hereinafter referred as the “Withdrawing Member”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The “Company” and the “Withdrawing Member” shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. The Withdrawing Member has elected to withdraw from the Company in accordance with the terms of this Agreement.
2. The Company and the Withdrawing Member now desire to enter into this Agreement for the Consent, Ratification and Agreement of the Remaining Members and to provide for (i) the full and complete redemption of the Withdrawing Member's Interest in the Company, and (ii) such other matters as are agreed to by the Company and the Withdrawing Members.
3. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. WITHDRAWAL OF INTERESTS
   1. Pursuant to the terms and conditions set forth in this Agreement, the Withdrawing Member hereby irrevocably and unconditionally withdraws as a member of the Company and the Company hereby redeems the Withdrawing Member's entire Interest in the Company provided the foregoing shall not limit or modify the rights of the Withdrawing Members.
   2. For purposes of this Agreement, the Withdrawing Member's Interest includes, without limitation, all of the Withdrawing Member's right, title and interest in and to and claims against the Company including, without limitation, any claims released under this Agreement, any management, voting or other rights under any organizational and operational agreement (whether arising in connection with the Executive Committee, as a member, or otherwise), any right to return of the Withdrawing Member's capital and any yield or return thereon, rights to distributions or allocations of income, profits, credits, losses or deductions, and claims for payment of any fees, debts (including, without limitation, any right to treat the Withdrawing Member's unreturned Capital Contribution as or receive payment of Subordinated Debt) or reimbursement or payment of any other amounts together with any interest thereon owing now or in the future by the Company to the Withdrawing Member and any right, title or interest in or to purchase or acquire any property of the Company. On the Effective Date, the following actions shall occur concurrently: (a) the Company will redeem in full each Withdrawing Member's Interest, and (b) each Withdrawing Member will irrevocably and unconditionally withdraw from the Company (collectively, the "Transaction").
2. CONSIDERATION
   1. In Adequacy of Consideration.    The Withdrawing Member acknowledges that the release from the Company and the indemnity from the Company under this Agreement for the benefit of the Withdrawing Member constitute fair, adequate and sufficient consideration under this Agreement for the Transaction.
   2. Non-Responsibility of the Remaining Members and the Company. For the avoidance of any doubt:
      1. in no event shall any Remaining Member or the Company be required to make any payment to the Withdrawing Member in consideration for the Withdrawing Member withdrawing as a member of the Company, any Remaining Member be responsible for the breach of any obligation of any other Remaining Member under this Agreement, or related to the Transaction or otherwise, or the Company be responsible for the breach of any obligation of a Remaining Member under this Agreement and the Withdrawing Member related to the Transaction or otherwise; and
      2. the Transaction shall remain in full force and effect and shall not be subject to rescission, set aside, or any similar claim or remedy by the Withdrawing Member, all of which rights and remedies are hereby irrevocably and unconditionally waived by the Withdrawing Member and shall be considered as having been released pursuant to the Withdrawing Member's Release.
   3. Survival of Indemnification Provisions. The provisions related to indemnification contained in this Agreement shall survive the termination of this Agreement.
3. REPRESENTATION AND WARRANTIES OF THE WITHDRAWING MEMBER
   1. The Withdrawing Member is an individual in limited liability company, duly organized and validly existing under the laws of the [INSERT THE STATE/PROVINCE UNDER WHOSE LAWS THE LIMITED LIABILITY COMPANY EXISTS], with all requisite power to carry on its business as presently owned or conducted and to take any action contemplated by it pursuant to this Agreement.
   2. The Withdrawing Member has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Withdrawing Member, no further consent or approval is required, and this Agreement constitutes the legal, valid and binding obligation of the Withdrawing Member, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditor's rights generally or by general equity principles.
   3. The execution, delivery and performance of this Agreement does not, and the performance of this Agreement will not: (1) violate or result in a default under the organizational documents of the Withdrawing Member; or (2) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental instrumentality or court having jurisdiction over the Withdrawing Member.
   4. The execution, delivery and performance of this Agreement, the Transaction and any other transactions contemplated hereby do not conflict, and are not inconsistent, with and will not result (with or without the giving of notice or passage of time or both) in a breach of or creation of any lien, charge or encumbrance upon any of the Withdrawing Member's Interest pursuant to the terms of any agreement, to which the Withdrawing Member is a party or by which the Withdrawing Member may be bound or to which it may be subject.
   5. The Withdrawing Member owns its Interest free and clear of all liens and encumbrances or other restrictions of any kind whatsoever of any person whether claiming through the Withdrawing Member. The Withdrawing Member's Interest constitutes the entire right, title and interest in and to claims against the Company owned by the Withdrawing Member or any affiliates of the Withdrawing Member.
   6. Excepting the Withdrawing Member Unreleased Claims, from and after the Effective Date, the Withdrawing Member shall not have any right, title or interest in or to or claim against the Company, including, without limitation, any right, title or interest in or to or against any cash flow or any other distributions, capital, profits and losses, management, voting or other rights under any organizational and operational agreements, or any rights to any receivables (including, without limitation, any right to the Withdrawing Member's unreturned Capital Contribution and/or any right to treat the Withdrawing Member's unreturned Capital Contribution as or receive payment of Subordinated Debt) relating to the Company.
   7. The Withdrawing Member hereby represents and warrants that it is the owner of the Withdrawing Member Claims and that it has not previously assigned or transferred any of the Withdrawing Member Claims.
   8. The Withdrawing Member hereby acknowledges and understands that (i) the Company and the Remaining Members intend to carry on with the business of the Company, (ii) the Withdrawing Member has been provided with due opportunity to inquire regarding the ongoing and future prospects of the business and affairs of the Company, and (iii) the Company and its Remaining Members have no affirmative duty to disclose or other duty (including, without limitation, any fiduciary duty) regarding the ongoing and future business and affairs of the Company (including, without limitation, any potential opportunities, profits or earnings which the Withdrawing Member may be foregoing by withdrawing from the Company pursuant to this Agreement) to the Withdrawing Member however such duty might arise by contract, law or otherwise. The Withdrawing Member hereby waives all rights it may have against the Company, its assets or the Remaining Members in connection with the duties and obligations.
4. REPRESENTATION AND WARRANTIES OF THE COMPANY
   1. The Company is a limited liability company duly organized and validly existing under the laws of the [INSERT THE STATE/PROVINCE UNDER WHOSE LAWS THE LIMITED LIABILITY COMPANY EXISTS], with all requisite power to carry on its business as presently owned or conducted and to take any action contemplated by it pursuant to this Agreement.
   2. The Company has full power and authority to enter into this Agreement and to consummate the Transaction and any other transactions contemplated hereby. This Agreement and the consummation of the Transaction and any other transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company, no further consent or approval is required from the Remaining Members or any other Person except for such consents or approval being obtained prior to the Effective Date and all such consents and approvals have been obtained as of the Effective Date, and this Agreement constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditor's rights generally or by general equity principles.
   3. The execution, delivery and performance of this Agreement does not, and the performance of this Agreement as of the Effective Date will not: (1) violate the organizational documents of the Company; (2) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental instrumentality or court having jurisdiction over the Company, or (3) require the Company to obtain any authorization, consent, approval or waiver from, or to make any filing with, any governmental body or authority except for such consents or approval being obtained prior to the Effective Date and all such consents and approvals have been obtained as of the Effective Date.
   4. The execution, delivery and performance of this Agreement, the Transaction and any other transactions contemplated hereby as of the Effective Date do not conflict and are not inconsistent with, and will not result (with or without the giving of notice or passage of time or both) in a breach of any credit agreement, indenture, lease, guarantee or other instrument to which the Company is a party or by which the Company may be bound or to which it may be subject.
   5. Any and all third-party consents or approvals necessary for the performance of this Agreement and the transactions contemplated hereby, including without limitation, the Approval from each of the Remaining Members, has been obtained as of the Effective Date.
   6. The Company hereby represents and warrants that it is the owner of the Company Claims and that it has not previously assigned or transferred any of the Company Claims.
5. COMPANY ACKNOWLEDGEMENTS
   1. As a material inducement to the Withdrawing Member to enter into this Agreement, the Company hereby acknowledges and agrees that:
      1. AS-IS ACQUISITION. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE COMPANY IS REDEEMING AND ACQUIRING THE WITHDRAWING MEMBER'S INTEREST IN THE COMPANY ON AN "AS-IS/WHERE-IS" AND "WITH ALL FAULTS AND DEFECTS" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF THE WITHDRAWING MEMBER (OR ANY AFFILIATE OR REPRESENTATIVE OF THE WITHDRAWING MEMBER), EXPRESS, IMPLIED OR STATUTORY, AS TO SUCH INTEREST, THE COMPANY, OR THE NATURE OR CONDITION OF OR TITLE TO ALL OR ANY OF THE ASSETS OF THE COMPANY.
      2. No Representations. Other than the express representations, warranties, agreements and covenants of the Withdrawing Member as set forth in this Agreement, neither the Withdrawing Member, nor any Person acting by or on behalf of the Withdrawing Member, has made any representation, warranty, inducement, promise, agreement, assurance or statement, oral or written, of any kind to the Company or to any of the Remaining Members upon which the Company or any such Remaining Member is relying, or in connection with which the Company or any such Remaining Member has made or will make any decision concerning the Withdrawing Member's Interest, the Company, the Agreement, the liabilities of the Company and/or the assets of the Company.
6. MANAGEMENT RIGHTS
   1. On the Effective Date, (i) the Withdrawing Member's management, voting, approval or other similar rights with respect to the Company shall have been irrevocably and unconditionally terminated, and (ii) all of the Withdrawing Member's appointed Representatives to the Executive Committee shall be deemed to have irrevocably and unconditionally resigned from the Executive Committee and the Withdrawing Member shall have no further representation on the Executive Committee of any kind or nature.
7. RELEASE
   1. As of the Effective Date, the Withdrawing Member, for itself and its affiliates, partners, directors, members, owners, managers, officers, employees and agents (individually, a "Withdrawing Member Releasing Party" and collectively, the "Withdrawing Member Releasing Parties"), hereby releases and discharges (the "Withdrawing Member Release") the Company, the Executive Committee (and its appointed Representatives), each of their respective affiliates, and each of their respective partners, directors, members owners, managers, officers, employees and agents (collectively, "Company Releases") from all causes of action, actions, debts, sums of money, accounts, bonds, bills, covenants, contracts, controversies, promises, agreements, trespasses, variances, judgments, damages, executions, claims, demands, whatsoever, in law or equity, which any Withdrawing Member Releasing Party, individually or collectively, has, ever had or may have in the future against any Company Release, by reason of any matter, cause or thing whatsoever accruing or arising from the beginning of time to the Effective Date; provided, however, that this Withdrawing Member Release shall not extend to any Withdrawing Member Claims against any Company Release arising out of any breach by any such Company Release of any of its obligations or representations and warranties expressly set forth in this Agreement.
   2. As of the Effective Date, the Company, for itself and its affiliates, directors, members (exclusive of the Remaining Members), owners, managers, officers, employees and agents (individually, a "Company Releasing Party" and collectively, the "Company Releasing Parties"), hereby releases and discharges (the "Company Release") the Withdrawing Member, its affiliates, and their respective partners, directors, members, owners, managers, officers, employees and agents (collectively, "Withdrawing Member Releases") from all causes of action, actions, debts, sums of money, accounts, bonds, bills, covenants, contracts, controversies, promises, agreements, trespasses, variances, judgments, damages, executions, claims, demands, whatsoever, in law or equity, which any Company Releasing Party, individually or collectively, has, ever had or may have in the future against any Withdrawing Member Releasee, by reason of any matter, cause or thing whatsoever accruing or arising from the beginning of time to the Effective Date, the Company, (collectively, the "Company Claims"); provided, however, that this Company Release shall not extend to (i) any Company Claims against the Withdrawing Member arising out of any breach by the Withdrawing Member of any of its obligations or representations and warranties expressly set forth in this Agreement.
   3. EACH OF THE PARTIES HERETO SPECIFICALLY ACKNOWLEDGES THAT IT HAS CAREFULLY REVIEWED THIS SECTION AND DISCUSSED ITS IMPLICATIONS WITH LEGAL COUNSEL AND THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL PART OF THIS AGREEMENT.
8. DELIVERIES AND TRANSACTION COST
   1. Withdrawing Member's Deliveries. At or before the Effective Date, the Withdrawing Member shall deliver to the Company the following:
      1. an executed acknowledgement in the Withdrawing Member's capacity as a withdrawing member of the Company;
      2. the written resignation of its Representatives from the Executive Committee; and
      3. such resolutions, authorizations, or other corporate and/or limited liability company documents or agreements relating to the Withdrawing Member and the Company's Members as shall be reasonably requested by the Company.
   2. Transaction Costs. Each of the parties shall be responsible for the payment of its own out-of-pocket costs, including attorneys' fees, incurred in connection with this Agreement, whether consummated or not.
9. FORCE MAJEURE
   1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
10. NON-COMPETE CLAUSE
    1. 10.1 During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON-COMPETE CLAUSE WILL APPLY, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT COMPETE] shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, consult for, or otherwise participate in any business that competes with the products or services provided by the other party. within the geographical area of [INSERT THE GEOGRAPHICAL REGION WITHIN WHICH THE NON-COMPETE CLAUSE APPLIES]. Both parties agree that the scope, duration, and geographical limitations of this non-compete clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE]. [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE] shall have the right to seek injunctive relief and any other remedies available at law or in equity to enforce this non-compete clause in the event of a breach or threatened breach by the other party.
11. NON- SOLICITATION CLAUSE
    1. During the term of this Agreement and for a period of [FILL UP THE DURATION FOR WHICH THE NON-SOLICITATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
       1. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
       2. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
       3. Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
12. WAIVER
    1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Company, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
13. TIME
    1. Time is of the essence of this Agreement. For purposes of this Agreement "business day" shall mean any day other than a Saturday and those days specified as a "holiday" in [INSERT THE STATE/PROVINCE UNDER WHOSE LAWS LIMITED LIABILITY COMPANY EXISTS]. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a business day, in which event the period shall run to and include the next day which is a business day.
14. SEVERABILITY
    1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
15. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT THE NAME OF STATE/COUNTRY, THE LAWS OF WHICH WILL GOVERN THE AGREEMENT]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT THE NAME OF CITY/REGION WHICH WILL HAVE THE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE OR DISAGREEMENT].
16. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. COMPANY: [INSERT THE EMAIL ID OR/AND ADDRESS OF COMPANY FOR THE PURPOSE OF COMMUNICATION IN CONNECTION WITH THIS AGREEMENT]
       2. WITHDRAWING MEMBER: [INSERT THE EMAIL ID OR/AND ADDRESS OF WITHDRAWING MEMBER FOR THE PURPOSE OF COMMUNICATION IN CONNECTION WITH THIS AGREEMENT]
17. ENTIRE AGREEMENT
    1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
18. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of the Company:

Name: [INSERT NAME OF SIGNING AUTHORITY AND/OR DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH SIGNING AUTHORITY OF COMPANY SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of the Withdrawing Member:

Name: [INSERT NAME OF SIGNING AUTHORITY AND/OR DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH SIGNING AUTHORITY OF WITHDRAWING MEMBER SIGNS THE AGREEMENT]