dated: _______(m,d,y).
unit holder___
date:_________
exhibit 11.4(e)
unit restriction agreement
(member dilutive units pursuant to section 11.4(e) of the llc agreement)
this unit restriction agreement (the 'agreement') is entered into as of _________(m,d,y), by and between bbb, inc., a _________(state) corporation ('fff'), aaa llc, a _________(state) limited liability company (the 'company'), and _________ (the 'unit holder').
recitals:
1. effective _________(m,d,y), unit holder was granted an option to acquire _________ common units in the company.
2. unit holder has exercised all or a portion of such option.
3. the company desires to impose restrictions in connection with the units acquired by the unit holder upon exercise of the unit option, and unit holder agrees to accept these restrictions.
agreement:
now, therefore, the parties hereto agree as follows:
1. restriction on transfer of units.
1.1 unit holder shall not sell, assign, give, pledge, encumber or otherwise transfer (hereinafter, 'transfer') any of the units, or any right or interest therein, or any certificate therefor, now owned or hereafter acquired whether voluntarily, involuntarily or by operation of law, except transfers to permitted transferees as provided in section 2.1 or bona fide transfers subject
to and made as provided in article 3 or article 4. any transfer or attempted transfer made in violation of this agreement shall be void and neither fff nor the company shall recognize or give effect to such transfer on its books and records, or recognize the persons or entities to whom such transfer has been made as the legal or beneficial holder of the units or unit option.
1.2 no transfer or attempted transfer of any units shall be effective unless such units shall remain subject to the terms and conditions of this agreement and unless and until the proposed transferee, including a permitted transferee as defined in section 2.1, shall accept the terms and conditions of this agreement by executing and delivering to fff a statement of acceptance
in the form attached hereto as exhibit a. upon the execution and delivery of the statement of acceptance, the transferee shall thereafter be deemed to be a signatory party to this agreement in the position of the unit holder.
1.3 notwithstanding anything to the contrary in this agreement, any units or options to acquire units which are forfeited by unit holder (pursuant to the terms of any plan, or option grant or other agreement or document) shall be forfeited to the company.