WE and Elan operated a form a joint venture agreement operated as a Limited Liability company. the name of the new compnay is Ellis-Ellan Jewelry design. WED and Elan want to ensure that Ellis-Elan Jewelry Design operating agreement has a Buy-Sell provisiont in place. You are an attorney representing WED. Elan's attorney sent youthe attached draft Buy-Sell Agreementfor your review and comment. Please make a response to Elan's attorney by answering the three questions

1. In the response, please address whether 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 or reasons would be; and

2. Whether additional definitions should be added to the agreement, and if so, for which terms.

3. Please also recommend two provisions that you feel are essential to add to this agreement.