Exhibit 10.39


 


MEMBERSHIP INTEREST PURCHASE AGREEMENT


 


This Membership Interest
Purchase Agreement (this “Agreement”), dated as of January 11, 2022 (the “Effective Date”),
by and among La Rosa Holdings Corp., a Nevada corporation (the “Buyer”), and Thomas R. Stewart (the “Seller”),
and La Rosa Realty North Florida, LLC, a Florida limited liability company, located at 9250 Baymeadows Rd. Ste 230, Jacksonville
FL 32256 (the “Company,” and together with the Buyer and Seller, the “Parties,” and individually,
the “Parties”).”


 


RECITALS


 


WHEREAS, the Company
is a real estate brokerage duly licensed and registered in the state of Florida (the “Business”);


 


WHEREAS, the Company
and La Rosa Franchising LLC, a wholly-owned subsidiary of Buyer (“LRF”), entered into that certain Franchise
Agreement (the “Franchise Agreement”) pursuant to which the Company operates as a franchisee of LRF;


 


WHEREAS, the Seller,
a duly licensed broker in the state of Florida, owns 100% the outstanding membership interests (the “Membership Interests”)
in the Company;


 


WHEREAS, the Seller
desires to sell, and the Buyer wishes to purchase, the percentage of the Seller’s Membership Interests listed on Annex
A attached hereto (the “Interests”), to the Buyer, pursuant to the terms and conditions of this
Agreement;


 


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


 


ARTICLE I


PURCHASE AND SALE


 


Section 1.01      Purchase and Sale. Subject
to the terms and conditions set forth herein, at the Closing (as defined in Section 1.02), the Seller shall sell to Buyer, and
Buyer shall purchase from Seller, all of Sellers’ right, title, and interest in and to the Interests located on Schedule
A attached hereto, free and clear of any Lien, for the consideration listed on and pursuant to the terms listed
on Schedule A attached hereto (the “Transaction”).
For purposes of this Agreement, all of Sellers’ right, title, and interest in and to the Interests shall include, but is
not limited to: (a) Sellers’ capital accounts in the Company; (b) Sellers’ right to share in the profits and losses
of the Company; (c) Sellers’ right to receive distributions from the Company; and (d) the exercise of all member rights,
including the voting rights attributable to the Membership Interests.


 


Section 1.02      Closing. The consummation of the Transaction shall occur at a time and place agreed to by the Parties between the closing
of the Company’s underwritten initial public offering and the 5th day thereafter (the
“Closing”). The Parties agree that this Agreement shall automatically terminate if the Closing does not
occur by the 10th day after the underwritten public offering is completed (the “Drop Dead
Date”).


 



    			



     


    




 


Section 1.03      Taxes.


 


(a)       Transfer
Taxes. Sellers shall pay, and shall reimburse Buyer for, any sales, use, or transfer taxes, documentary charges, recording
fees, or similar taxes, charges, fees, or expenses, if any, that become due and payable as a result of the transactions contemplated
by this Agreement.


 


(b)       Withholding
Taxes. Buyer and the Company shall be entitled to deduct and withhold from the Purchase Price all taxes that
Buyer and the Company may be required to deduct and withhold under any provision of tax law. All such withheld amounts shall
be treated as delivered to Seller hereunder.


 


ARTICLE II


REPRESENTATIONS AND WARRANTIES


 


Section 2.01      Seller and Company Representations.
The Seller and the Company jointly and severally represent and warrant to the Buyer as follows:


 


(a)       the
Company is a limited liability company, duly organized, validly existing, and in good standing under the laws of the Florida;


 


(b)      the Company is duly
qualified to do business and is in good standing in every


jurisdiction in which such qualification is required for
purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to
adversely affect its ability to perform its obligations under this Agreement;


 


(c)      the
Company and Seller have the full right, power, and authority to enter into this


Agreement, and to perform their obligations hereunder;


 


(d)      the
execution, delivery, and performance of this Agreement by the Company and


the Seller will not violate, conflict with, require consent
under or result in any breach or default under (i) any of the Company organizational documents (including its articles of organization
and limited liability company operating or (ii) any applicable law; or (iii) the provisions of any material contract or agreement
to which Company or Seller is a party or to which any of its material assets are bound (“Company Contracts”);


 


(e)       this
Agreement has been executed, and delivered by Company and Seller and (assuming due authorization, execution, and delivery by Buyer/Customer)
constitutes the legal, valid, and binding obligations of Company and Seller, enforceable against Company and Seller in accordance
with its terms;


 


(f)       the
Company and Seller is in compliance with all applicable laws and Company Contracts relating to this Agreement, and the operation
of the Business;


 


(g)       the
Company and Seller have obtained all licenses, authorizations, approvals, consents, or permits required by applicable laws) to
conduct its business generally and to perform its obligations under this Agreement;


 


(h)       no
broker or finder is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated
by this Agreement or any ancillary document based upon arrangements made by or on behalf of Buyer.


 




    			



     


    

 





(i)       The
Seller acknowledges this Agreement and the Transaction shall not relieve the Company of its obligations under the Franchise Agreement.


 


(j)       Securities
Laws.


 


  (i)       Investment
Intent. The Seller is acquiring the shares of common stock of the Buyer listed on Schedule
A attached hereto (the “Securities”) solely for the undersigned’s own beneficial account,
for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Securities. The undersigned
understands that the Securities have not been registered under the Securities Act or any state securities laws by reason of specific
exemptions under the provisions thereof which depend in part upon the investment intent of the undersigned and of the other representations
made by the Seller in this Agreement. The Seller understands that the Company is relying upon the representations and agreements
contained in this Agreement (and any supplemental information) for the purpose of determining whether this transaction meets the
requirements for such exemptions.


 


  (ii)       Restricted
Securities. The undersigned understands that the Securities are “restricted securities” under applicable
federal securities laws and that the Securities Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”)
provide in substance that the undersigned may dispose of the Securities only pursuant to an effective registration statement under
the Securities Act or an exemption from the registration requirements of the Securities Act, and the undersigned understands that
the Company has no obligation or intention to register any of the Securities or the offering or sale thereof, or to take action
so as to permit offers or sales pursuant to the Securities Act or an exemption from registration thereunder (including pursuant
to Rule 144 thereunder).


 


  (iii)       Legend.
The certificates representing the Securities included in the Purchase Price will be imprinted with a customary Rule 144 restrictive
stock legend in substantially the following form:


 


“THE SECURITIES EVIDENCED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER
JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT SUCH OTHER APPLICABLE
LAWS.”


 


  (iv)       Gun-Jumping.
The Seller acknowledges that the Company’s intended public offering is strictly confidential. Seller understands and
acknowledges that Seller is prohibited under the Securities Act from disclosing or posting on social media anything relating
to the public offering until it is consummated, and that any such violation of the “gun-jumping”
prohibitions under the Securities Act exposes the Buyer, Company, and Seller to penalties by the Commission.


 




    			



     


    

 


(k)      Non-Competition.
Seller agrees that he shall not, for three years after the date of closing and payment under the terms of this Agreement, directly
or indirectly engage in, have any equity interest in, manage or provide services to, or operate any person, firm, corporation,
partnership, or business (whether as a director, officer, employee, agent, representative, partner, security holder, lender, consultant,
or otherwise) that engages in any business that competes with any portion of the Company’s business, in the State of Florida.
Notwithstanding the foregoing, Seller may work as a real estate agent for any company.


 


 (i)      Non-Solicitation.
Seller agrees that he shall not, for three years after the date of closing and payment under the terms of this Agreement, for
any reason (the “Restriction Period”), directly or indirectly, recruit or otherwise solicit or induce any customer,
client, vendor, or supplier of the Company of Buyer to (i) terminate or reduce its arrangement or business with the Company or
with Buyer (ii) otherwise change its relationship with the Company or with Buyer. Seller shall not, at any time during the Restriction
Period, directly or indirectly, either for Seller or for any other person or entity, (A) solicit any employee or independent contractor
of the Company or Buyer to terminate their employment or arrangement with the Company or Buyer, or (B) employ any such individual
during his or her employment or engagement with the Company or Buyer and for a period of three years after such individual terminates
their employment or engagement with the Company or Buyer.


 


 (ii)       Blue
Penciling. In the event that the terms of this Section 2.01(k) are determined, by a court of competent jurisdiction,
to be unenforceable by reason of its duration, geographical scope, breadth, or for any other respect, it shall be interpreted to
extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it
may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such
court in such action.


 


 (iii)       Acknowledgment
by Seller. Seller has carefully read and considered the provisions of this Section 2.01(k), and, having done so,
acknowledges and agrees that the restrictions set forth in this Section 2.01(k), including the Restriction Period, are fair and
reasonable and are reasonably required for the protection of the interests of the Company and its parent or subsidiary corporations,
officers, directors, members, and all other employees of the Company.


 


Section 2.02   Buyer
Representations and Warranties. The Buyer represents and warrants to the Company and Seller that:


 


(a)     it
is a corporation, duly organized, validly existing and in good standing under the laws of the Nevada;


 


(b)     it
is duly qualified to do business and is in good standing in every jurisdiction in which such licensing and qualification is
required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably
be expected to adversely affect its ability to perform its obligations under this Agreement;


 




    			



     


    

 





(c)   
  it has the full right, corporate power, and authority to enter into this Agreement and to perform its obligations
hereunder;


 


(d)     it
has obtained all material licenses, authorizations, approvals, consents, or permits required by applicable laws (including the
rules and regulations of all authorities having jurisdiction over the operation of its business as it relates to this Agreement).


 


(e)     there
is no Action of any nature pending or, to Buyer’s knowledge, threatened against or by the Buyer that challenges or seeks
to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement;


 


(f)      no
broker or finder is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated
by this Agreement or any ancillary document based upon arrangements made by or on behalf of Buyer.


 


Section
2.03   NO OTHER REPRESENTATIONS OR WARRANTIES;
NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS HEREIN, (A) NEITHER PARTY TO
THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR
WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH
PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON
SUCH PARTY’S


 


ARTICLE III


COVENANTS


 


Section 3.01     Conduct of Business of
the Company. During the period commencing on the Effective Date and continuing until the Closing Date, the Company and Seller
agree that the Company, and Seller shall cause the Company, will carry on the Business only in the ordinary course and consistent
with past practice.


 


Section 3.02    Access to Properties
and Records. The Company and Seller shall provide (or shall cause to be provided) to Buyer and Buyer’s accountants, counsel,
and other authorized advisors, with reasonable access, during business hours, to the Company’s premises and properties and
its books and records and will cause the Company’s officers to furnish to Buyer and Buyer’s authorized advisors such
additional documents as Buyer shall from time to time reasonably request. All of such data and information shall be kept confidential
by Buyer and the Company unless and until the transactions contemplated herein are consummated.


 


Section 3.03  
 Filings with Governmental Entities and the FREC. The Parties shall work together to ensure that the Transaction is consummated
pursuant to the statutes and administrative code of the State of Florida and any rules and regulations promulgated by the Florida
Real Estate Commission (the “FREC”).


 


Section
3.04   Operating Agreement. In connection with this Agreement and the consummation of the Transaction contemplated
hereby, the Parties agree to enter into an Amended and Restated Operating Agreement, a copy of which is attached hereto as Exhibit
A, effective as of the Closing.


 




    			



     


    

 





Section 3.05      Franchise
Agreement. The Company shall continue to fulfill its obligations under the Franchise Agreement.


 


ARTICLE IV


TERMINATION


 


Section 4.01      Termination.
This Agreement may be terminated at any time prior to the Closing:


 


(a)       by
the mutual written consent of Buyer and Seller;


 


(b)       by
Buyer and Seller, if there has been a breach of any of the representations and warranties made by the other that has not been cured
after 10 days notification or by the Drop Dead Date.


 


Section 4.02      Effect
of Termination. In the event of termination of this Agreement in accordance with this Article, this Agreement shall forthwith
become void and there shall be no liability on the part of any Party except that nothing herein shall relieve any Party from liability
for any willful breach of any provision of this Agreement.


 


Section 4.03      Survival.
Notwithstanding the foregoing, Section 2.02(f), Section 2.01(k), ARTICLE V, Section 6.03, Section 6.07, Section 6.16, Section 6.17
contained herein shall survive the termination of this Agreement.


 


ARTICLE V


INDEMNIFICATION


 


Section 5.01      Each Party
agrees to indemnify the other Parties, their affiliates and their


respective shareholders, members, directors,
managers, officers, and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs, and
expenses, including reasonable attorneys’ fees and disbursements (collectively, a “Loss”),


 


(a)       arising
from or relating to any inaccuracy in or breach of any of the representations or warranties of the indemnifying party contained
in this Agreement or any document delivered in connection herewith: or


 


(b)       any
Loss arising from or relating to any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Sellers
pursuant to this Agreement or any document delivered in connection herewith;


 


provided,
however, no Party shall be responsible for any Loss less than $10,000 (in the aggregate) and not in excess of the Purchase
Price.


 


ARTICLE VI


MISCELLANEOUS


 


Section 6.01     Expenses.
Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the Party incurring such costs and expenses.




    			



     


    




 








Section
6.02     Further Assurances. Following the Closing, each of the Parties shall execute and
deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be
reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this
Agreement.


 


Section 6.03   
   Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder
shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of
receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on
the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business
hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the
third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party
as shall be specified in a notice given in accordance with this Section 6.03):


 


	If to Seller:	See signature page.
	 	 
	If to Buyer:	La Rosa Holdings Corp.
	 	1420 Celebration Boulevard, Suite 200
	 	Celebration, Florida 34747
	 	Attn: Joseph La Rosa, CEO
	 	 
	With copy to	ELP Global PLLC
	(which shall not constitute notice):	7901 KingsPointe Parkway, Suite 8
	 	Orlando Florida 32819
	 	Attn: Carlos J. Bonilla, Esq.


 


Section 6.04     Headings. The
headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


Section
6.05       Severability. If any term or provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a
determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good
faith to modify the Agreement so as to effect the original intent of the Parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the
greatest extent possible.


 


Section 6.06     Entire Agreement.
This Agreement and the schedules and exhibits to be delivered hereunder constitute the sole and entire agreement of the Parties
with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements,
both written and oral, with respect to such subject matter. In the event of any inconsistency between the terms and provisions
in the body of this Agreement and those in the documents delivered in connection herewith, the schedules and exhibits, the terms
and provisions in the body of this Agreement shall control.


 


Section
6.07     Attorneys’ Fees. In the event that any Party institutes any legal suit, action, or proceeding, including
arbitration, against the other Party to enforce the covenants contained in this Agreement arising out of or relating to this
Agreement, the prevailing Party in the suit, action or proceeding shall be entitled to receive, in addition to all other
damages to which it may be entitled, the costs incurred by such Party in conducting the suit, action, or proceeding,
including reasonable attorneys’ fees and
expenses and court costs.


 




    			



     


    

 





Section 6.08      Further Assurances.
Each of the Parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents,
instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions
hereof and give effect to the transactions contemplated hereby.


 


Section
6.09        Public Announcements. Unless otherwise required by applicable law
(based


upon the reasonable advice of counsel),
no Party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby
or otherwise communicate with any news media without the prior written consent of the other Party, and the Parties shall cooperate
as to the timing and contents of any such announcement.


 


Section 6.10      Amendment and Modification.
This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.


 


Section 6.11      Waiver. No
waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the
Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default
not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after
that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement
shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.


 


Section 6.12      Equitable Remedies.
The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with
the terms hereof and that the Parties shall be entitled to equitable relief, including injunctive relief or specific performance
of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.


 


Section 6.13      Assignment.
Neither Party may assign any of its rights hereunder without the prior written consent of the other Party. No assignment shall
relieve the assigning Party of any of its obligations hereunder.


 


Section
6.14      Successors and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the Parties hereto and their respective successors and permitted assigns.


 


Section 6.15      No Third-Party
Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns
and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right,
benefit, or remedy of any nature whatsoever under or by reason of this Agreement.


 


Section
6.16     Governing Law. All matters relating to this Agreement shall be governed by and construed in accordance with the
internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of
the State of Florida or any other jurisdiction).


 


Section 6.17     Submission to Jurisdiction.
Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall
be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located
in the City and County of the Buyer, and each Party irrevocably submits to the non-exclusive jurisdiction of such courts in any
such suit, action, or proceeding.


 




    			



     


    

 





Section 6.18  
     Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have
defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement
(except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is
caused by or results from acts beyond the affected Party’s reasonable control, including, without limitation: (a) acts
of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities, terrorist threats or acts, riot, or other
civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this
Agreement; (f) action by any governmental authority; and (g) national or regional emergency. The Party suffering a Force
Majeure Event shall promptly give notice to the other Party, stating the period of time the occurrence is expected to
continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are
minimized.


 


Section 6.19      Specific Performance.
The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with
the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy
to which they are entitled at law or in equity. Each Party hereto: (a) agrees that it shall not oppose the granting of such specific
performance or relief; and (b) hereby irrevocably waives any requirements for the security or posting of any bond in connection
with such relief.


 


Section 6.20      Counterparts. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one
and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


Section 6.21      Time of the Essence.
Time shall be of the essence in this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 




    			



     


    

 


IN WITNESS WHEREOF, the Parties
hereto have caused this Agreement to be executed as of the Effective Date by their respective representatives thereunto duly authorized.


 


	Buyer:	LA ROSA HOLDINGS CORP.
	 	By:	/s/ Joseph La Rosa
	 	Name:	Joseph La Rosa
		Title:	Chief Executive Officer
	 	 	 
	Company:	La Rosa Realty North Florida, LLC, a Florida limited
 liability company
	 	By:	/s/ Thomas R. Stewart
	 	Name:	Thomas R. Stewart
	 	Title:	Sole Member / Authorized Representative
	 	 	 
	Seller:	By:	/s/ Thomas R. Stewart
		Name:	Thomas R. Stewart
		Address:	9250 Baymeadows Rd. Ste 230,
Jacksonville FL 32256
	 	 	 
		 	Mail to: 2200 NE 33rd Ave., No. 2G, Ft.
Lauderdale FL 33305


 




    			



     


    




 


SCHEDULE
A


 


	Buyer:	 	La
    Rosa Holdings Corp.
	Company:	 	La Rosa Realty North Florida, LLC
	Seller:	 	Thomas R. Stewart
	Percentage
    of Seller’s Membership Interest in the Company
being sold to the Buyer:	 	100%
	Aggregate
    Purchase Price:	 	$1,828,107.00
	Cash:	 	$300,000.00
	Common
    Stock (1):	 	TBD*


 


		(1)	The number of shares issued will be the dollar amount of the Common Stock divided by the final sales price of the Company’s
common stock in its underwritten public offering.



 


		*	See Addendum A for table of stock issuance to multiple
parties totaling stock value of $68,561.19, with balance of Aggregate Purchase Price (less $300,000 cash payment), issued to Seller.



 




    			



     


    

 





ADDENDUM
A


 


[Disbursement
Schedule for Cash Out]


 


EXHIBIT
A


 


[AMENDED AND RESTATED OPERATING AGREEMENT]