Sample Unit Purchase Agreement

CONSIDERING that Seller is the economic and record owner of affiliate units (“Affiliate Entities”) of Husker Ag, LLC, a Nebraska limited liability company (the “Company”),; and AMENDMENT NO. 1 of August 8, 2005 (“Amendment No. 1”) to the MEMBERSHIP UNIT PURCHASE AGREEMENT (the “Contract of Sale”) of April 1, 2005 by and between ZG ACQUISITION INC., a Delaware corporation (the “Buyer”), MDC PARTNERS INC., a company organized under Canadian law, Sergio Zyman, ZYMAN GROUP, LLC, a delaware limited liability company (with any predecessor company), including Zyman Group, LLC, a limited liability company in Nevada, and including its subsidiaries, the “Company”), ZYMAN COMPANY, INC. and certain other shareholders of the Company (together the “Management Sellers”; together with Zyman, the “Sellers” and each individually a “Seller”). This MEMBERSHIP UNIT PURCHASE AGREEMENT (this “Agreement”) is entered into on September 23, 2005 between Premium Energy, LLC, a delaware limited liability company (“Buyer”), on the one hand, and the shareholders (“Sellers”) of Buchanan Energy Company, LLC, a limited liability company in Virginia (the “Company”) listed on the signings of this Agreement. Buyers and sellers are jointly referred to as “parties” in this Agreement. Terms not defined elsewhere in this Agreement shall have the meaning given to those terms in Article 1. This document can be used if a party wishes to sell its interest to an LLC (or if a party wishes to acquire an interest in an LLC) and requires a written agreement. This document is probably stored in the LLC to have a record of the sale.

This Agreement, the Common Unit Purchase Agreement and the other agreements and documents referred to in this Agreement are designed by the Parties as the final expression of their agreement and are intended to be the subject of a complete and exclusive declaration of the Agreement and the understanding of the Parties with respect to it. This Agreement and the Joint Unit Sale Agreement supersede all prior agreements and understandings between the parties with respect to this subject matter. Questions are asked here about the identities of the parties, the amount of interest the seller holds, the amount of interest sold by the seller, the selling price and details of how this price is paid. Then the details of the conclusion – the time when buyers and sellers come together to close the sale – are requested. Please note that this form requires both signatures once it is completed, by the party buying the interest and the party selling it. An LLC affiliate agreement normally takes place long after LLC is operating….