OR TRANSFERRED AT ANY TIME EXCEPT (A) TO
THE EXTENT PERMITTED UNDER THE LLC AGREEMENT OR THE UNITHOLDERS AGREEMENT
REFERRED TO THEREIN, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER
THE SECURITIES ACT OR FOR WHICH
SUCH REGISTRATION IS OTHERWISE NOT REQUIRED AND (C) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER ANY APPLICABLE STATE ACTS OR IN A TRANSACTION WHICH
IS EXEMPT FROM REGISTRATION UNDER SUCH STATE ACTS OR FOR WHICH SUCH REGISTRATION
OTHERWISE IS NOT REQUIRED.
THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE
TRANSFER RESTRICTIONS CONTAINED IN THE LLC AGREEMENT AND THE UNITHOLDERS
AGREEMENT REFERRED TO THEREIN. A COPY OF THE LLC AGREEMENT AND UNITHOLDERS
AGREEMENT WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON REQUEST
WITHOUT CHARGE.
THERE IS NO PUBLIC MARKET FOR THE MEMBERSHIP INTEREST AND NONE IS EXPECTED TO
DEVELOP. THEREFORE, RECIPIENTS OF THIS MEMBERSHIP INTEREST OR ANY OTHER LIMITED
LIABILITY COMPANY INTEREST WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.
THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE CONSTITUTES "SECURITIES"
GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY
APPLICABLE JURISDICTION.
In Witness Whereof, the said Company has caused this Certificate to be signed by
its Managing Member this_________ day of _________, 20__.
MERIT CAPITAL ADVANCE, LLC
By: [__________],
as Managing Member
By:_____________________________,
Name:________________________
Title: _________________________
Exhibit B
Form of LEAF Services Agreement
Exhibit C
Form of Member Interest Transfer
This MEMBERSHIP INTEREST ASSIGNMENT AGREEMENT (this "Agreement") is made and
entered into as of ___________, 20__, by and among [________], a Class [A/B]
Member and a [__________] ("Assignor") and [designated assignee], a
[___________] ("Assignee").
W I T N E S S E T H :
WHEREAS, Assignor is the owner of [ ] Class [A/B] Units representing Class [A/B]
Member Interests (the "Assignor Class [A/B] Member Interest") in Merit Capital
Advance, LLC, a Delaware limited liability company (the "Company");
WHEREAS, pursuant to Section 11.1 of the Limited Liability Company Agreement of
the Company, dated as of March 15, 2007 (the "LLC Agreement"; terms used in this
Agreement but not defined herein shall have the meanings given to such terms in
the LLC Agreement), the Assignee has the right, following the occurrence of any
Triggering Event and subject to certain other conditions set forth in Section
11.1 of the LLC Agreement, to elect to purchase the Assignor Class [A/B] Member
Interest;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for the good and valuable consideration specified in the LLC
Agreement, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Assignment and Delegation. Assignor does hereby irrevocably from and after
the Effective Time (as defined below) (a) sell, transfer, assign and deliver to
Assignee all of Assignor's right, title and interest in and to the Assignor
Class [A/B] Member