of Advancestar LLC, dated as of February 2011, (the "Advancestar Operating Agreement"), of Advancestar LLC, a Delaware limited liability company ("Advancestar"), and wishes to sell to Purchaser one-quarter thereof, namely, a 12.5% Percentage Interest in Advancestar (the "Advancestar Interest"); and WHEREA

e parties to that certain Membership Interest Purchase Agreement, of even date herewith (the "Purchase Agreement"), relating to, among other things, Advancestar LLC (the "Company"), and all capitalized terms which used, but not defined, herein shall have the respective definitions set forth in the Purchase