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1 BUSINESS BUY-SELL AGREEMENTS (1st Edition) July 2014 TABLE OF CONTENTS File Name Book Section Title CH01 Chapter 1 Preliminary Considerations Corporate Consent to Legal Services Partnership or Limited Liability Company Letter Agreement Regarding Instruction of Legal Counsel Sample Form: Conflict Disclosure Letter and Consent Nonrepresentation Letter Letter Requesting Consent From Adverse Client Disclosure Letter (Equity Interest in Business Venture as Compensation for Legal Services) Checklist: Buy-Sell Agreement Provisions CH02 Chapter 2 Estate Planning Considerations Buy-Sell Provision Confirming Separate Property Interest: Shareholder Has No Spouse or Registered 2.9 Buy-Sell Provision Confirming Separate Property Interest: Partner Has No Spouse or Registered 2.9A Buy-Sell Provision Confirming Separate Property Interest: Member of LLC Has No Spouse or Registered 2.10 Buy-Sell Provision Confirming Separate Property Interest: Shareholder With Spouse or Registered 2.11 Buy-Sell Provision Confirming Separate Property Interest: Partner With Spouse or Registered Domestic Partner 2.11A Buy-Sell Provision Confirming Separate Property Interest: Member of LLC With Spouse or Registered 2.12 Statement of Spouse or Registered Confirming Separate Property Business Interest 2.13 Buy-Sell Provision Confirming Community Property Interest: Shareholder 2.14 Buy-Sell Provision Confirming Community Property Interest: Partner 2.14A Buy-Sell Provision Confirming Community Property Interest: Member of LLC 2.15 Statement Confirming Community Property Business Interest

2 2.16 Buy-Sell Provision Confirming Quasi-Community Property Interest: Shareholder 2.17 Buy-Sell Provision Confirming Quasi-Community Property Interest: Partner 2.17A Buy-Sell Provision Confirming Quasi-Community Property Interest: Member of LLC 2.18 Statement Confirming Quasi-Community Property Business Interest 2.19 Buy-Sell Provision Confirming Separate and Community Property Business Interests: Shareholder 2.20 Buy-Sell Provision Confirming Separate and Community Property Interests: Partner 2.20A Buy-Sell Provision Confirming Separate and Community Property Interests: Member of LLC 2.21 Statement of Spouse or Registered Confirming Separate and Community Property Business Interests 2.22 Buy-Sell Provision Confirming Quasi-Community and Community Property Interests: Shareholder 2.23 Buy-Sell Provision Confirming Quasi-Community and Community Property Interests: Partner 2.23A Buy-Sell Provision Confirming Quasi-Community and Community Property Interests: Member of LLC 2.24 Statement of Spouse or Registered Confirming Quasi-Community and Community Property Business Interests 2.26 Will Provision for Party With No Spouse or Registered 2.27 Will Provision for All or Part of Party s Community Property Business Interest 2.28 Will Provision for All or Part of Community Property Business Interest of Party s Spouse or Registered 2.29 Will Provision for Party s Separate or Quasi- Community Property Business Interest or Combination 2.30 Will Provision for Separate or Quasi-Community Property Business Interest of Party s Spouse or Registered 2.31 Trust Provision for Party With No Spouse or Registered 2.32 Trust Provision for Party With Spouse or Registered Buy-Sell Provision: Purchaser Assumes Liability for Additional Transfer Taxes

3 Buy-Sell Provision: Purchaser Does Not Assume Liability for Additional Transfer Taxes A 2.75A Value Definition Clause A 2.81A Alternative Value Definition Clause CH03 Chapter 3 Corporate Buy-Sell Agreements Checklist: Buy-Sell Procedures Board of Directors Resolution Authorizing Execution of Buy-Sell Agreement 3.48 Table of Contents 3.49 Preamble 3.50 Share Certificate Requirement 3.51 Legend on Share Certificates 3.52 Right of First Refusal 3.53 Pledge, Hypothecation, or Other Encumbrance 3.54 Permitted Transfers; Prior Rights of Original Transferor 3.55 Obligations of Transferees 3.57 Purchase on Death 3.58 Optional Purchase on Termination of Employment 3.59 Purchase on Disability 3.60A Book Value 3.60B Capitalized Earnings Formula 3.60C Appraisal Using Baseball Arbitration 3.60D Agreed Price With Arbitration 3.61 Insurance Policies 3.62 Payment and Transfer of Shares 3.63 Notes and Security 3.64 Administrative Approvals 3.65 Unneeded Insurance Policies 3.66 Mandatory Dissolution of Corporation 3.67 Termination of Agreement 3.68 Preserving S Corporation Election 3.69 Shareholder Wills and Revocable Trusts 3.70 Insurance Company or Trustee Provisions 3.71 Miscellaneous Matters 3.72 Signatures 3.73 Consent of Spouse or Registered Checklist: Procedures for Purchase Board of Directors Resolutions Authorizing Purchase From Retained Earnings Board of Directors Resolution Authorizing Purchase of Shares Based on Assets-Over-Liabilities Test Board of Directors Resolution Authorizing Purchase of Shares From Insurance Proceeds

4 CH04 Chapter 4 Partnership and LLC Buy-Sell Agreements Table of Contents 4.47 Preamble to Partnership Agreement 4.48 Prohibition Against Tax Termination 4.49 Right of First Refusal 4.50 Acceptance 4.51 Allocation of Purchased Interest 4.52 Additional Terms and Conditions 4.53 Closing 4.54 Release of Offered Interest 4.55 Retirement of Partner 4.56 Death of Partner 4.57 Bankruptcy, Expulsion, and Other Events 4.58A Agreed Purchase Price 4.58B Book Value 4.58C Baseball Arbitration 4.59 Life Insurance 4.60 Liquidation by Partnership 4.61 Conversion to Limited Partnership 4.61A Partner Wills and Revocable Trusts 4.62 Miscellaneous Matters 4.63 Signatures 4.64 Consent of Spouse or Registered General Partners Interests: No Transfer 4.67 Limited Partners Interests: Right of First Refusal 4.68 Limited Partners Interests: Acceptance 4.69 Limited Partners Interests: Permitted Transfers; Prior Rights of Original Transferors Preamble to LLC Agreement 4.72 Introduction 4.73 Encumber 4.74 Encumbrance 4.75 Involuntary Transfer 4.76 Membership Interest 4.77 Notice 4.78 Transfer 4.79 Transferable Interest 4.80 Transferee 4.81 Vote 4.82 Voting Interest 4.83 Dissociation of Members 4.84 Restrictions on Transfer 4.85 Permitted Transfers; Prior Rights of Original Transferor

5 4.86 Obligations of Transferees 4.87 Right of First Refusal 4.88 Triggering Events 4.89 Death of Member 4.90 Dissolution or Death of Spouse or Registered 4.91 Option Periods 4.92 Nonparticipation of Interested Member 4.93 Option Purchase Price 4.94 Substituted Member 4.95 Duties of Substituted Member 4.96 Securities Laws 4.97 Life Insurance 4.98 Liquidation of Membership Interest by Company 4.99 Member Wills and Revocable Trusts Entire Agreement Counterpart Executions Governing Law; Severability Benefit of Agreement Further Assurances Amendment Time of the Essence Execution Signatures of Individual Members Consent of Spouse or Registered CH05 Chapter 5 Valuation of Interest Valuation by Appraisal: Corporation 5.45 Valuation by Appraisal: Partnership 5.46 Valuation by Agreement: Corporation or Partnership 5.47 Initial Agreement: Corporation 5.48 Initial Agreement: Partnership 5.49 Buy-Sell Agreement Provision for Agreed Purchase Price With Periodic Revisions Based on Earnings 5.50 Certificate of Purchase Price (Appendix to Buy-Sell Agreement) 5.51 Agreed Purchase Price With Periodic Revisions Based on Prior Agreed Prices: Corporation 5.52 Book Value: Corporation 5.53 Book Value: Partnership 5.54 Book Value With Percentage Adjustment: Corporation 5.55 Book Value With Percentage Adjustment: Partnership 5.56 Book Value With Account Adjustments: Corporation 5.57 Book Value With Account Adjustments: Partnership

6 5.58 Book Value Plus Capitalization of Earnings: Corporation 5.59 Book Value Plus Capitalization of Earnings: Partnership 5.60 Book Value Plus Goodwill: Corporation 5.61 Book Value Plus Goodwill: Partnership 5.62 Capitalization of Earnings: Corporation 5.63 Capitalization of Earnings: Partnership 5.64 Negotiation With Arbitration CH06 Chapter 6 Life Insurance Funding Checklist: Insurance for the Estate CH07 Chapter 7 Review, Amendment, and Enforcement Amendment to Buy-Sell Agreement Procedural Guide to Specific Performance of Buy-Sell Agreement