M EMBER I NTEREST P URCHASE A GREEMENT

成员权益购买协议

T HIS M EMBER I NTEREST P URCHASE A GREEMENT(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。

R ECITALS:

序言：

W HEREAS, pursuant to that certain Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of [](the “Company”) dated January 1, 2008, Sel ler 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限责任公司协议（“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”）；

W HEREAS, 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。

N OW T HEREFORE, 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：

Article 1

P URCHASE AND S ALE OF T RANSFERRED I NTEREST

第一条

转让权益的购买及出售

1.1P URCHASE AND S ALE OF T RANSFERRED I NTEREST. 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。根据本协议规定的条款和条件，卖方特此向买方出售、转让和交付转让权益，且买方特此以第1.2条所述的对价从卖方处购买和取得转让权益。

1.2Consideration. In consideration for the Transferred Interest and concurrently with the execution of this Agreement, Buyer is delivering to Seller in exchange for the Transferred Interest Five Million Dollars and 00/100 ($3,000,000.00) in immediately available funds.

1.2 对价。在签署本协议的同时，买方向卖方交付即时可用的三百万美金（$3,000,000.00)以获得转让权益并作为转让权益的对价。

1.3C ONDITIONS P RECEDENT TO S ALE OF T RANSFERRED I NTEREST. This Agreement shall not be effective and the sale of the Transferred Interest shall not occur until the payments to Buyer (or an affiliate of Buyer, as applicable) as set forth in Section 1 of the Settlement Agreement are made.

1.3 出售转让权益的先决条件。如和解协议第一条所述的向买方（或买方的关联机构，如适用）的付款发生后，本协议生效且转让权益的出售发生。

Article 2

R EPRESENTATIONS,W ARRANTIES AND C OVENANTS OF S ELLER

第二条

卖方陈述、保证和承诺

Seller represents and warrants to Buyer as follows:

卖方向买方做出以下陈述和保证：

2.1A UTHORITY.Seller has the requisite power and authority to enter into, and perform its obligations under this Agreement and to sell the Transferred Interest as contemplated by this Agreement. No authorization or approval of any person other than Seller is required in order to permit Seller to perform all of its obligations hereunder. The acceptance and performance of the terms and provisions of this Agreement have been duly authorized and approved by all necessary corporate actions of the Seller. This Agreement, together with all other agreements, documents and instruments executed in connection herewith by Seller constitute