aTexaslimitedliabilitycompany

(Company)
MEMBERSHIPINTERESTPURCHASEAGREEMENT

This Membership Interest Purchase Agreement is as

follows:
This Agreement is executed and agreed to by
theCompanyandthefollowingPurchaser:

The Purchaser agrees to purchase

Membership Interest in the Companys as
follows:

The Purchase Date for the Membership

Interestshallbeasfollows:

SeeExhibitA.

1.

Sale of Membership Interest. On the Purchase Date, Purchaser will deliver the aggregate purchase price fortheMembership Interest tothe
Company as directed by the Company, and the Company will enterthe MembershipInterestin Purchasers name as of such date inthe books
and records of the Company or, if applicable, a duly authorized transfer agent of the Company and cause the Members of the Company to
admitthePurchaserasa MemberoftheCompany as of thePurchase Date. As used elsewhere herein, thetermMembershipInterest refersto
all of the Membership Interest purchased hereunder and all securities received in connection with the Membership Interest pursuant, all
securities received in replacement of the Membership Interest in a recapitalization, merger, reorganization, exchange or thelike,and all new,
substituted or additional securities or other property to which Purchaser is entitled by reason of Purchasers ownership of the Membership
Interest.

2.

Company Agreement. If the Company was a singlemember limited liability company prior to the sale of the Membership Interest
hereunder,PurchaseragreestoenterintotheCompanyAgreementattachedheretoasExhibitBonorbeforethePurchaseDate.

3.

Investment and Taxation Representations. In connection with the purchase of the Membership Interest, Purchaser represents to the
Companythefollowing:

(a) Purchaser is aware of the Companys business affairsand financial conditionandhasacquired sufficientinformation abouttheCompany
to reach an informed and knowledgeable decision to acquire the Membership Interest. Purchaserispurchasing theMembershipInterest
for investment forPurchasers ownaccount onlyandnot withaview to,orforresaleinconnectionwith,any distribution thereof within
the meaning ofthe SecuritiesActorunder anyapplicableprovision of state law. Purchaserdoesnot haveany presentintentiontotransfer
theMembershipInteresttoanyotherpersonorentity.

(b) Purchaser understands that the Membership Interest has not been registered under the Securities Act by reason of a specific exemption
therefrom,whichexemptiondependsupon,amongotherthings,thebonafidenatureofPurchasersinvestmentintentasexpressedherein.

(c) Purchaser furtheracknowledgesandunderstands that thesecurities mustbeheldindefinitelyunlesstheyare subsequentlyregistered under

the SecuritiesActoran exemptionfrom such registrationisavailable. Purchaserfurther acknowledges andunderstandsthattheCompany
isundernoobligationtoregisterthesecurities.

(d) Purchaser is familiar with the provisions of Rule144, promulgated under the Securities Act, which, insubstance, permits limited public
resale of restricted securities acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), ina
nonpublic offering subject tothe satisfactionofcertainconditions. Purchaserunderstands that theCompanyprovidesnoassurances as to
whether he or she will be able to resell any or all of the Membership Interest pursuant to Rule 144, which rule requires, among other
things, that the Company be subject to the reporting requirements of theExchange Act,thatresales of securitiestakeplaceonly after the
holder of the Membership Interest has held the Membership Interest for certain specified time periods, andundercertaincircumstances,
that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstandingthis Section5(d),
PurchaseracknowledgesandagreestotherestrictionssetforthinSection5(e)below.

(e) Purchaser further understands that in the event all of the applicable requirements of Rule144 are not satisfied, registration under the
Securities Act, compliance with RegulationA, or some other registration exemption will be required and that, notwithstanding the fact
that Rule144 is not exclusive, the Staff of the Securities and Exchange Commission has expresseditsopinionthatpersons proposing to
sell private placement securities other thanina registeredoffering andotherwise thanpursuant toRule144 willhaveasubstantial burden

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of proof in establishing that anexemption fromregistration is availableforsuchoffersorsales,and that such personsand their respective
brokerswhoparticipateinsuchtransactionsdosoattheirownrisk.

(f)

Purchaser represents that Purchaserisnot subject toanyoftheBad Actordisqualifications described inRule 506(d)(1)(i)to(viii)under
theSecuritiesAct.

(g) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchasers purchase or disposition of the
Membership Interest. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection
withthepurchaseordispositionoftheMembershipInterestandthatPurchaserisnotrelyingontheCompanyforanytaxadvice.

4.

No Effect on Employment Rights. Nothing in this Agreement shall affect inanymannerwhatsoeverthe rightorpoweroftheCompany,
or a parent, subsidiary or affiliateofthe Company,to terminatePurchasersemploymentorconsultingrelationship, for anyreason,with or
withoutcause.

5.

MiscellaneousProvisionsDefinitionsandConstruction.

(a) Notices. Any notice to be given under this Agreement must be in Writing and mailed,transmittedbyfacsimileorbyelectronic
message, or delivered personally (a) if to the Company, to the registered agent of the Company at the registeredaddressofthe
Company or (b) if to Purchaser, to Purchaser at an address therefor set forth on Exhibit A (with a copy to any email address
listed) or (c) if to any other Holder, to an address set forth in the document in which such Holder agreed to be bound by this
Agreement (if any) or at any other address for theHolder inthe Companysrecords,orin each caseatsuchother address as any
Person entitled to notice hereunder may designate by notice to the Company.Noticethatismailedisconsideredtobe delivered
on the date notice is deposited in the United States mail. Notice that is transmitted by facsimile or electronic message is
considered to be delivered when the facsimile or electronic message is successfully transmitted. Notice that is personally
deliveredtothePersonisconsideredtobedeliveredwhenreceivedbythePerson.

(b) Entire Agreement. This Agreement supersedes all prior agreements and understandings between the Company and the
PurchaserwithrespecttothesaleoftheMembershipInterest.

(c) Amendments and Waiver. Any amendment must be in writing, signed by both parties, and expressly state thatit is amending
this Agreement, and neither party will be treated as having waivedanyrights by notexercising(ordelaying theexercise of) any
rightsunderthisAgreement.

(d) GoverningLaw.ThisAgreementshallbegovernedbyandconstruedinaccordancewiththelawofTexas.

(e) Binding Effect. This Agreement shall be binding upon, and,totheextentprovidedherein,inure tothe benefitof,the signatories
ofthisAgreement.

(f)

Counterparts. This Agreement may be executed in any number of counterparts or with counterpart signature pages, each of
whichshallbedeemedanoriginal,butallofwhichshallconstituteoneandthesameinstrument.

(g) CertainDefinitionsandConstruction.

(i)

AsusedinthisAgreement,thefollowingtermshavethefollowingmeanings:

1.

Agreement means this Membership Interest Purchase Agreement as it may be amended from time to time as
providedherein.

2.

Person means any individual, corporation, partnership, limited liability company, businesstrust or otherentity,
seriesofanentity,orgovernmentorgovernmentalagencyorinstrumentality.

3.

Writing or Written means an expression of words, letters, characters, numbers, symbols, figures or other
textual information that is inscribedona tangiblemedium or that is storedinan electronicorother mediumthatis
retrievable in a perceivable form. Unless the context requires otherwise, the term: (a) includes stored or
transmitted electronic data, electronic transmissions, and reproductions of Writings and (b) does not include
soundorvideorecordingsofspeechotherthantranscriptionsthatareotherwiseWritings.

(ii)

InthisAgreement:

1.

Termsdefinedinthesingularhavethecorrespondingmeaninginthepluralandviceversa.

2.

All pronouns and any variations thereof contained herein shall be deemed to refer to the masculine, feminine,
neuter,singularorplural,astheidentityofthePersonorPersonsmayrequire.

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3.

Thewordincludeanditsderivativesmeansincludewithoutlimitation.

4.

References to Articles, Sections and Exhibits are to the specified Articles and Sections of, and Exhibits to, this
Agreement unlessthecontextotherwiserequires. Each Exhibittothis AgreementismadeapartofthisAgreement
forallpurposes.

5.

References to statutes or regulations are to those statutes or regulations as currently amended and to the
correspondingprovisionsastheymaybeamendedorsupersededinthefuture.

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TheundersignedpartieshaveexecutedthisAgreementtobeeffectiveasofthelastdatesignedbelow.

COMPANY:

By:
Date:

PURCHASER:

By:
Date:

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EXHIBITA

MemberInformation

MembershipInterest
(Percentage)

PurchasePrice

Name:
Address:
Email:

VestingTable(ifany):

Membership
Interest

Date/Trigger

*Note If Purchaser willserve as aconsultant

for the Company, all or a portion of the
purchase price may be delivered through
Purchasers commitment to perform certain
services for the Company pursuant to a
Written consulting agreement. If so, the
consulting agreement should also be attached
tothisAgreement.

If any of the Membership Interest is avesting

Membership Interest (as set forth above)
(Vesting Membership Interest), the
provisions set forth on Exhibit A1 will also
applytotheVestingMembershipInterest.

Additionally, theVestingMembershipInterest
will apportion from the following Members
membershipinterest:

AgreedbydonorMember:

By:
Date:

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EXHIBITA1

ProvisionsApplicabletoVestingMembershipInterest

1.

Vesting. In the event of the voluntary or involuntary termination of Purchasers Continuous Service Status (as defined below) for any
reason (including death or Disability (as defined below)), with or without cause, the Purchasers right to vest into the Unvested
Membership Interest (as defined below) shall automatically lapse. As used in this Exhibit, Unvested Membership Interest means any
portionoftheVestingMembershipInterestthathasnotyetvested.

2.

Section83(b)Election. Purchaserunderstands that Section83(a)ofthe InternalRevenueCodeof1986,asamended (theCode),taxesas

ordinary income the difference between the amountpaid for theMembershipInterestandthefair marketvalueofthe MembershipInterest
as of the date any restrictions on the Membership Interest lapse. Inthis context,restrictionmeansthe rightoftheCompany tobuyback
the Membership Interest pursuant to the Repurchase Option set forth in Section1 of this Exhibit. Purchaser understands that Purchaser
may electtobetaxedat thetime theMembershipInterestispurchased, rather thanwhenand as theRepurchaseOption expires,byfilingan
election under Section83(b) (an 83(b)Election)oftheCodewith theInternal Revenue Service within30daysfrom thedateofpurchase.
Even if the fair market value of the Membership Interest at the time of the execution of the Agreement equals the amount paid for the
Membership Interest, the election must be made to avoid income under Section83(a) in the future. Purchaser understandsthatfailure to
file such an election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an
additional copy of such election form should be filed with Purchasersfederal incometax returnforthecalendar yearin whichthe date of
the Agreement falls. Purchaser acknowledges that the foregoing is only a summary of theeffect of UnitedStatesfederalincome taxation
with respect to purchase of the Membership Interest hereunder, does not purportto becomplete,andisnot intendedorwrittentobe used,
and cannot be used, for the purposes of avoiding taxpayer penalties. Purchaser further acknowledges that the Company has directed
Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or
foreign country in which Purchaser may reside, and the taxconsequencesofPurchasersdeath,and Purchaserhasconsulted,andhasbeen
fully advised by, Purchasers own tax advisorregardingsuchtax laws andtax consequences or has knowinglychosennot toconsult such a
tax advisor. Purchaser further acknowledges that neithertheCompany nor anysubsidiaryorrepresentative of theCompanyhasmadeany
warranty or representation to Purchaser with respect to the tax consequencesofPurchaserspurchaseofthe MembershipInterestorofthe
making or failure to make an 83(b) Election. PURCHASER (AND NOT THE COMPANY, ITS AGENTSOR ANY OTHER PERSON)
SHALL BE SOLELY RESPONSIBLE FOR APPROPRIATELY FILING SUCH FORM WITH THE IRS, EVEN IF PURCHASER
REQUESTSTHECOMPANY,ITSAGENTSORANYOTHERPERSONMAKETHISFILINGONPURCHASERSBEHALF.

3.

AdditionalDefinitions.AsusedinthisExhibit,thefollowingtermshavethefollowingmeanings:

(a) Continuous Service Status means the absence of any interruption or termination of service as an employee or consultant (undera
Written consulting agreement). Continuous Service Status as an employee or consultant shall not be considered interrupted or
terminated in the case of: Company approved sick leave military leave any other bona fide leave of absence approved by the
Company, provided thatsuchleave is for aperiod of notmore thanninety(90)days,unlessreemployment upon theexpirationofsuch
leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company policy. Also, Continuous
Service Status as an employee or consultant shall not be considered interrupted or terminated in the case ofa transfer between
locationsoftheCompanyorachangeinstatusfromanemployeetoaconsultantorfromaconsultanttoanemployee.

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EXHIBITB

[attachCompanyAgreement,ifany]

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