ASSIGNMENT OF LLC INTEREST

FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby acknowledged, _____________________________ ("Assignor") does hereby sell, assign, transfer and set over to ______________________________ ("Assignee") all of Assignor's right, title and interest in Assignor's membership interest in __________________________ (insert name of LLC) ("LLC").

Dated as of: ________________

ASSIGNOR:

_______________________________________________
Name:______________________________

ACCEPTANCE

Assignee hereby accepts foregoing assignment and assumes and agrees to perform all of terms, conditions, covenants and obligations imposed upon Assignor with respect to the assigned membership interest.

Dated as of: ______________

ASSIGNEE:

_______________________________________________
Name:______________________________