股权转让协议(中英靶骆本).docVIP

PAGE 9 1482984.1Membership Unit Purchase Agreement Page  PAGE 12 of 9 Member Interest Purchase Agreement 成员权益购买协议 This Member Interest Purchase Agreement (this “Agreement”) is entered into, effective upon execution by the parties and delivery of consideration set forth in Section 1.2, by and between [],(“Buyer”), and[], (“Seller”). 本成员权益购买协议（“本协议”）由[]，（“买方”）与[]，（“卖方”）订立，本协议自双方签署且交付第1.2条约定的对价时生效。 Recitals: 序言： Whereas, pursuant to that certain Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of [] (the “Company”) dated January 1, 2008, Seller is the record and beneficial owner of 400,000 Units constituting a forty percent (60%) Member Interest (as defined in the LLC Agreement) in the Company (the “Transferred Interest”); 鉴于，根据2008年1月1日签署的[]的经修订及重述的有??责任公司协议（“有限公司协议”），卖方系拥有代表公司百分之四十（60%）成员权益（如有限公司协议所定义）的600,000股权单位的记录及实益拥有人（“转让权益”）； Whereas, Seller and Buyer have entered into that certain Settlement Agreement and Release (“Settlement Agreement”), dated September _____, 2009, pursuant to which the Seller and Buyer agreed that Seller will sell to Buyer, and Buyer will purchase from Seller, the Transferred Interest on the terms and conditions set forth herein; 鉴于，卖方和买方已于2009年9月 日订立了特定的和解及解除协议（“和解协议”），根据该协议，卖方和买方同意卖方将出售给买方且买方将从卖方处购买基于本协议所载条款和条件规定的转让权益。 Now Therefore, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do agree as follows: 因此，基于本协议所载之共同约定，及其他业已足额收讫的有效对价，现双方达成一致并立约如下： Purchase and Sale of Transferred Interest 第一条 转让权益的购买及出售 Purchase and Sale of Transferred Interest. Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, transfers and delivers the Transferred Interest to Buyer, and Buyer hereby purchases and acquires the Transferred Interest from Seller for the consideration set forth in Section?1.2. 1.1 转让权益的购买及出售。 根据本协议规