Membership Interest Purchase Agreement Template Page 3

this Agreement. No term or condition of this Agreement shall be deemed to have

been waived, nor shall there by any estoppel to enforce any provision of this

Agreement, except by a written instrument that has been executed by the Party

charged with such waiver or estoppel.

9. VENUE. This Agreement and the interpretation of the terms herein shall be

governed by and construed in accordance with the laws of the State of Virginia,

without regard to the principles of conflict of laws. The Seller irrevocably submits

to the exclusive jurisdiction of the federal and state courts located in [COUNTY].

IN WITNESS WHEREOF, each of the Parties has executed this Agreement

electronically or in person, both Parties by its duly authorized officer, as of the day and

year set forth below.

____________________:

_________________________________

______________

DATE

[SELLER]:

_________________________________

______________

[SIGNER] [TITLE]

DATE

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