I need help with trying to create a

response to Elan's attorney. In the response, please address whether:

1. The agreement should include any additional events or reasons that would give rise to the LLC's right to purchase a member's ownership interests, and if so, include what those events and reasons would be.
2. Additional definitions should be added to the agreement, and if so, for which terms.

Draft two provisions that you feel are essential to add to this agreement.

On ______________________, Elan Fashion, Inc. ("Elan") and Wendy Ellis Designs, Inc. ("WED") entered into this Agreement (defined below) with Ellis-Elan Jewelry Design, LLC, a ______________ [State] limited liability company ("Ellis-Elan"). RECITALS: A. The Members each own LLC Interests; and B. The Members wish to provide a market for their LLC Interests on their deaths; and C. The Members wish to restrict ownership of the LLC Interests to the present Members and to persons with whom they may comfortably and easily deal; and D. The Members believe that they shall be able to deal easily and comfortably with each other and that it is in their best interest and in Ellis-Elan's best interest that all LLC activities be controlled by persons who deal comfortably with each other; and E. The Members and Ellis-Elan, to accomplish these objectives, wish to arrange for certain restrictions on the Transfer of the LLC Interests to persons other than the parties to this Agreement. 1. Termination of Employment, Purchase Option. The parties desire to limit the ownership of the LLC Interests to Employee-Members, it being in the best interest of Ellis-Elan and the Members. Therefore, it is agreed that any Member who, at any time, ceases to be an Employee-Member as a result of voluntary termination of employment, termination of employment by the mutual consent of the Member and Ellis-Elan, termination of employment by Ellis-Elan for Adequate Cause, or because the Member is a Disabled Member shall be deemed to have offered to sell all of his, her, or its LLC Interests to Ellis-Elan for the Agreement Price and on the Agreement Terms. Such offer shall be deemed made on the date on which such Member ceased to be an Employee Member. 1.1 Ellis-Elan shall have sixty (60) days from such offer in which to elect to buy all, but not less than all, of the Offered Interests. If Ellis-Elan shall decline to buy all of the Offered Interests, then the Offered Interests may be retained by the Member, but such LLC Interests shall remain subject to all provisions of this Agreement. 1.2 Nothing in this Agreement imposes any obligation on Ellis-Elan to employ any Member. 2. Transfers at Death, Purchase Option. On the death of any Member, his or her Personal Representative shall immediately be deemed to have offered to sell to Ellis-Elan all of the deceased Member's LLC Interests at the Agreement Price and on the Agreement Terms. 2.1 Ellis-Elan shall have sixty (60) days from such notice in which to elect to buy all, but not less than all, of the Offered Interests. 2.2 If Ellis-Elan does not agree to buy all of the Offered Interests within the option period, the Personal 2 Representative of the deceased Member may distribute such LLC Interests to the person or persons entitled to receive such portion of the estate of the deceased Member, under applicable state law. Such person or persons shall receive such LLC Interests subject to the terms of this Agreement, and only if such person or persons agree in writing to be parties to this Agreement. 3. Definitions "Adequate Cause." "Adequate Cause" for terminating a Member's status as an Employee-Member is limited to conviction of or a plea of guilty to a felony or a misdemeanor, dishonesty, any other criminal conduct against Ellis-Elan, a continued breach of the Employee-Member's duties and obligations arising under an employment contract with Ellis-Elan or of any written policy, rule, or regulation of Ellis-Elan, for a period of at least five (5) days following his or her receipt of written notice from any officer of Ellis-Elan specifying such breach. "Agreement." The "Agreement" is this contract and all modifications or amendments thereto. "Members." The "Members" include all owners of LLC Interests, each of whom is a "Member." The initial Members are the parties named in the introductory paragraph of this Agreement. "Personal Representative." A Member's "Personal Representative" includes any administrator, executor, trustee, or other personal representative who is vested with the responsibility for administering the disposition of any LLC Interests on account of a deceased Member's death, and equally any individual who holds such LLC Interests as a legatee, distributee, or successor in interest, or trustee where no executor, administrator, or similar fiduciary is appointed or where any appointed executor, administrator, or fiduciary does not have control over any of the deceased Member's LLC Interests.