Common use of Involuntary Transfers Clause in Contracts

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests or Special Membership Interests, as applicable, upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member, Outside Investor Member or Outside Other Investor Member (each, an “"Involuntary Transfer”") shall be void unless such Management Member, Outside Investor Member or Outside Other Investor Member complies with this Section 12.4 13.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests or Special Membership Interests, as applicable, pursuant to this Section 12.4 13.6 and the Person person or entity to whom such Interests or Special Membership Interests, as applicable, have been Transferred (the “"Involuntary Transferee”") shall have the obligation to sell such Interests or Special Membership Interests, as applicable, in accordance with this Section 12.413.6. Upon the Involuntary Transfer of any InterestInterest or Special Membership Interests, as applicable, such Management Member, Outside Investor Member or Outside Other Investor Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests and Special Membership Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest Interests or Special Membership Interests, as applicable, and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests or Special Membership Interests, as applicable, over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contraryFor purposes of this Agreement, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor"Carrying Value", and such Involuntary Transferee shall have no rights with respect to any outstanding Special Membership Interest, means the value equal to the Special Membership Interest Funds advanced by the applicable selling Management Member, Outside Investor Member or Other Investor Member in respect of any such Override Unitsoutstanding Special Membership Interest (plus any portion of accrued and unpaid interest on the applicable pro rata outstanding portion of the Bulk Advances that is allocable to the applicable Member pursuant to Section 10.8), less principal amounts paid to such Member in respect of such Member's Special Membership Interest.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Service Member or Outside Member (other than the Managing Member) (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 10.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 10.4 and the Person person or entity to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.410.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Service Member shall promptly (but in no event later than two business days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise torise, to and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, sentence and for 60 90 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any In the event that the Securities owned by any Management Investor shall be subject to sale or other Transfer (the date of such sale or transfer shall hereinafter be referred to as the "Transfer Date") on or prior to July 29, 1999 as to the Original Management Investors, and the Third Anniversary as to the New Management Investors, by reason of title (i) bankruptcy or beneficial ownership insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Investor shall give the Company written notice thereof promptly upon the occurrence of Interests upon defaultsuch event stating the terms of such proposed Transfer, foreclosurethe identity of the proposed transferee, forfeitthe price or other consideration, divorceif readily determinable, court order for which the Securities are proposed to be transferred, and the number of shares of Common Stock to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or otherwise than a designee selected by a voluntary decision on majority of the part non-employee members of a Management Member or Outside Member (eachthe Board of Directors of the Company, an “Involuntary Transfer”) shall have the right and option to purchase all, but not less than all of such Securities which right shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables exercised by written notice given by the Company to exercise such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 6.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Securities, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable hereunder had the Management Investor incurred a Termination Date as of the date of such proposed Transfer for the Securities. The closing of the purchase and sale of Securities shall be held at the place and the date to be established by the Company, which in full no event shall be less than 10 or more than 60 days from the date on which the Company gives notice of its rights hereunderelection to purchase the Securities. Upon At such closing, the Management Investor shall deliver the certificates evidencing the number of shares of Common Stock to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any Involuntary Transferother documents that are necessary to transfer to the Company good title to such of the Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice deliver to the Company indicating that Management Investor the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such the Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or an Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer (a) On the date of title or beneficial ownership the occurrence of Interests upon defaultan Involuntary Transfer (“Transfer Event”), foreclosurethe Involuntary Transferee of such Shares shall thereupon become an Economic Interest Holder and shall not become, forfeita Shareholder, divorceunless admitted as a Shareholder pursuant to Section 4.01(b). On a Transfer Event, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) Transferee shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables deemed to have offered for sale, without any further action required, the Company entire Shares subject to exercise in full its rights hereunderthe Involuntary Transfer (“Affected Shares”). Upon any Involuntary TransferFirst, the Company shall have the right 30 days from said date within which to elect to purchase some or all of the Affected Shares, and if the Company elects not to do so within said 30-day period, then the remaining Shareholders shall have 30 days to elect to purchase their pro-rata share (based on their current Percentage Interest) of the Affected Shares. In the event that the exercise of any such Interests pursuant election must be approved in any legal proceeding and such approval does not occur within the time periods set forth in this Section, such time periods shall be extended and tolled until fifteen (15) days after the date of any such approvals in order to this Section 12.4 permit the orderly exercise of such elections. The purchase price for such Affected Shares shall be Fair Market Value as of the Transfer Event. (b) In the event that the Company and the Person remaining Shareholders elect not to whom such Interests have been Transferred (purchase some or all of the “Involuntary Transferee”) shall have the obligation to sell such Interests Affected Shares in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for8.02(a), the Involuntary Transfer. Upon the receipt Transferee of the notice described in portion of such Shares that is not purchased shall hold such portion of such Shares solely as an Economic Interest holder and shall be entitled to the preceding sentenceEconomic Interest derived from such Shares, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) to any other rights of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value ownership of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsShares.

Involuntary Transfers. Any transfer In the case of any Transfer of title or beneficial ownership of Interests shares of Company Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”), (i) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares of Company Stock pursuant to this Section 12.4 3.2 and (ii) if the Person Company shall have failed to whom exercise such Interests have been Transferred right, each Stockholder (other than the “Stockholder whose shares of Company Stock are subject to such Involuntary Transferee”Transfer) shall have the obligation right to sell purchase such Interests shares of Company Stock pursuant to this Section 3.2 which shares of Company Stock shall be allocated to each such Stockholder on a pro rata basis in accordance with this Section 12.4its ownership of shares of Company Stock on a fully-diluted basis (excluding any unexercised options or warrants). Upon the Involuntary Transfer of any Interestshares of Company Stock, such Management Member or Outside Member holder of shares of Company Stock shall promptly (but in no event later than two (2) days after such Involuntary Transfer) furnish written notice (the “Involuntary Transfer Notice”) to the Company and each of the Stockholders indicating that the Involuntary Transfer has occurred, specifying the name of the Person to whom such shares have been transferred (the “Involuntary Transferee, ”) and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceInvoluntary Transfer Notice, and for 60 thirty (30) days thereafter, the Company or each Stockholder (other than the Stockholder whose shares of Company Stock are subject to such Involuntary Transfer), as applicable, shall have the right to purchasepurchase (subject to the priority set forth in the first sentence of this Section 3.2), and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Company Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Company Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness Indebtedness or other liability that gave rise to would be extinguished as a result of the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Company Stock over the amount of such indebtedness Indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything It is understood that this Section 3.2 shall not apply to the contrary, any Involuntary Transfer of Override Units shall result upon death or Disability; provided, however, subject to Section 3.1(e) and Article VI, in the immediate forfeiture case of such Override Units and without any compensation thereforTransfer of title or beneficial ownership of shares of Company Stock upon death, and such Involuntary Transferee including as a result of the laws of descent, the transferee shall have no rights become a party to this Agreement (to the same extent as contemplated with respect to the transferor Stockholder). Notwithstanding the foregoing, the Board of Directors may, for good cause shown by the holder of shares of Company Stock who made the Involuntary Transfer, determine that payment of a purchase price equal to the Fair Market Value of such Override Unitsshares of Company Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such amount.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member Stockholder complies with this Section 12.4 5 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares of Common Stock pursuant to this Section 12.4 5 and the Person to whom such Interests shares of Common Stock have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests shares of Common Stock in accordance with this Section 12.45. Upon the Involuntary Transfer of any Interestshare of Common Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Common Stock and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any In the event that the Management Securities owned by any Management Investor shall be subject to sale or other Transfer (the date of such sale or transfer shall hereinafter be referred to as the “Transfer Date”) by reason of title (i) bankruptcy or beneficial ownership insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Investor shall give the Company written notice thereof promptly upon the occurrence of Interests upon defaultsuch event stating the terms of such proposed Transfer, foreclosurethe identity of the proposed transferee, forfeitthe price or other consideration, divorceif readily determinable, court order for which the Management Securities are proposed to be transferred, and the number of Management Securities to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company or otherwise than one or more designee(s) selected by a voluntary decision on majority of the part non-employee members of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, Board of Directors of the Company shall have the right and option to purchase any or all of such Interests Management Securities which right shall be exercised by written notice given by the Company (or its designee) to such proposed transferor within 60 days following the Company’s receipt of such notice or, failing such receipt, the Company’s obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 12.4 4.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Management Securities, the price to be paid by the buyer shall be the Option Purchase Price that would have been applicable hereunder had such Management Investor incurred a Termination Date as of the date of such proposed Transfer for the Management Securities. The closing of the purchase and sale of Management Securities shall be held at the place and the Person date to whom be established by the buyer, which in no event shall be less than 10 or more than 60 days from the date on which the buyer gives notice of its election to purchase the Management Securities. At such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interestclosing, such Management Member Investor shall deliver the certificates evidencing the number of Management Securities to be purchased by the buyer, accompanied by stock powers duly endorsed in blank or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company indicating that the Involuntary Transfer has occurred, specifying the name buyer good title to such of the Involuntary Transfereesecurities to be transferred, giving a detailed description free and clear of the circumstances giving rise toall pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and stating the legal basis forconcurrently with such delivery, the Involuntary Transfer. Upon buyer shall deliver to such Management Investor the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Management Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier’s check.

Involuntary Transfers. Any transfer In the case of any Transfer of title or beneficial ownership of Interests all or any part of an Interest upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer), the Company shall have the right to purchase such Interests Interest pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.415.5. Upon the Involuntary Transfer of all or any Interestpart of an Interest of any Member, such Management Member or Outside Member shall promptly (but in no event later than two five (5) days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Person to whom such Interest (or portion thereof) has been transferred (the “Involuntary Transferee”), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereaftersuch notice, the Company shall have the right exclusive right, but not the obligation, within sixty (60) days to elect to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Interest acquired by the Involuntary Transferee for a to the Company. If an Interest (or any portion thereof) is purchased pursuant to this Section 15.5, the purchase price equal to the lesser of (i) shall be the Fair Market Value Price as of the date on which the Involuntary Transfer of such Interest and (ii) became effective. The purchase price shall be payable in twenty-four equal monthly installments of principal plus accrued interest at the amount of Prime Rate, which installments shall be evidenced by an unsecured, nonrecourse promissory note executed by the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsCompany.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Equity Securities upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”") shall be void unless such Management Member or Outside Member the Stockholder complies with this Section 12.4 1.3 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Equity Securities pursuant to this Section 12.4 1.3 and the Person person or entity to whom such Interests Equity Securities have been Transferred (the “"Involuntary Transferee”") shall have the obligation to sell such Interests Equity Securities in accordance with this Section 12.41.3. Upon the Involuntary Transfer of any InterestEquity Securities, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 days thereafter, the Company shall have the right to purchase, and upon exercise of such right the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Equity Securities acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsEquity Securities.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside an Investor Member (each, an “Involuntary Transfer”) shall be void unless such the Management Member or Outside the Investor Member complies with this Section 12.4 13.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 13.6 and the Person person or entity to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.413.6. Upon the Involuntary Transfer of any Interest, such Management Member or Outside an Investor Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsUnits without regard to the transferring Management Member’s or Investor Member’s, as applicable, status of employment with the Company or any of its Subsidiaries.

Involuntary Transfers. Any In the event that the Securities owned by ---- --------------------- any Management Investor shall be subject to sale or other Transfer (the date of such sale or transfer shall hereinafter be referred to as the "Transfer Date") on or prior to July 29, 1999 as to the Original Management Investors, and the Third Anniversary as to the New Management Investors, by reason of title (i) bankruptcy or beneficial ownership insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Investor shall give the Company written notice thereof promptly upon the occurrence of Interests upon defaultsuch event stating the terms of such proposed Transfer, foreclosurethe identity of the proposed transferee, forfeitthe price or other consideration, divorceif readily determinable, court order for which the Securities are proposed to be transferred, and the number of shares of Common Stock to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or otherwise than a designee selected by a voluntary decision on majority of the part non-employee members of a Management Member or Outside Member (eachthe Board of Directors of the Company, an “Involuntary Transfer”) shall have the right and option to purchase all, but not less than all of such Securities which right shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables exercised by written notice given by the Company to exercise such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 6.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Securities, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable hereunder had the Management Investor incurred a Termination Date as of the date of such proposed Transfer for the Securities. The closing of the purchase and sale of Securities shall be held at the place and the date to be established by the Company, which in full no event shall be less than 10 or more than 60 days from the date on which the Company gives notice of its rights hereunderelection to purchase the Securities. Upon At such closing, the Management Investor shall deliver the certificates evidencing the number of shares of Common Stock to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any Involuntary Transferother documents that are necessary to transfer to the Company good title to such of the Securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice deliver to the Company indicating that Management Investor the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. Any (a) If any Member's Company Interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, attachment, garnishment, execution, levy, bankruptcy, seizure or transfer in connection with a divorce or marital property settlement, then the other Members shall have the option ("Involuntary Option") to purchase all or any portion of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company Interest sought to exercise be involuntarily transferred at the price and upon the terms and conditions set forth in full its rights hereunderSection 10.4. Upon any Involuntary TransferIf there is more than one other Member, then each of the Company other Members shall have the right to purchase in accordance with their respective Percentage Interests among themselves, or in such other percentages as they shall unanimously agree. If not all of the other Members exercise their Involuntary Options, those other Members exercising their Involuntary Options shall be entitled to purchase the balance in accordance with their Percentage Interests pursuant among themselves, or in such other percentages as they shall unanimously agree. If there is only one other Member, such other Member may assign such Member's rights under the Involuntary Option to this Section 12.4 a third party if the Member so desires. (b) The Involuntary Option period shall commence upon receipt by the other Members of actual notice of the attempted involuntary transfer and terminate, unless exercised, 60 days thereafter, unless sooner terminated by written refusal of the Person other Members. An election to whom such Interests have been Transferred exercise any Involuntary Option shall be made in writing and transmitted to the Member whose Company Interest is sought to be involuntarily transferred. (c) Upon the “Involuntary Transferee”) shall have failure or neglect of the obligation other Members to sell such Interests purchase all of the Company Interest sought to be involuntarily transferred in accordance with this Section 12.4. Upon 10.3, the unpurchased Company Interest may be involuntarily transferred, but such transferee may not become a substitute Member unless the conditions of Section 10.5 have been satisfied. (d) If, notwithstanding the provisions of this Section 10.3, any Company Interest is effectively transferred by involuntary means without compliance with the provisions of Section 10.3, then the Involuntary Transfer of any Interest, Option shall be to purchase such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to Company Interest from the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitstransferee(s).

Involuntary Transfers. Any transfer (a) In the event any Member shall be adjudged bankrupt, enter into proceedings for reorganization or into an assignment for the benefit of title creditors, have a receiver appointed to administer such Member’s interest in the Company, be the subject of a voluntary or beneficial ownership of Interests upon defaultinvoluntary petition for bankruptcy, foreclosure, forfeit, divorce, apply to any court order for protection from its creditors or otherwise than have its interest in the Company seized by a voluntary decision on judgment creditor (such Member being referred to as a “Bankrupt Member” as the part case may be), the personal representative or trustee (or successor-in-interest) of a Management Bankrupt Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless an assignee of such Management Member or Outside Member complies with this Section 12.4 and enables Member’s interest in the Company to exercise having the rights set forth in full Section 10.6 and shall not become an additional or substitute Member unless and until the conditions set forth in Section 10.3 are satisfied; and any such Member’s successor-in-interest shall be liable for all of its rights hereunder. Upon any Involuntary Transfer, obligations as a Member as the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred case may be. (the “Involuntary Transferee”b) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of If either (i) the Fair Market Value of such Interest and TPH Member does not timely provide any requested information, documentation or waiver, as applicable, pursuant to a request by the Company for FATCA purposes or (ii) in the amount reasonable discretion of the indebtedness Manager, the ongoing participation of the TPH Member in the Company would cause the Company to be non-compliant with FATCA, the Manager may, in its sole discretion, and in addition to all other remedies available at law or in equity, immediately or at such other time or times (x) prohibit in whole or in part the TPH Member from participating in additional capital contributions to the Company and/or (y) deduct from the TPH Member’s account and retain amounts sufficient to indemnify and hold harmless the Company, the Manager, any Manager Exculpated Party, and/or any executor, heir, assign, successor, or other liability that gave rise legal representative of any of the foregoing Persons, from any and all withholding taxes, interest, penalties and other losses, or liabilities suffered by any such Person on account of TPH Member’s failure to timely provide any requested information, documentation, or waiver to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsCompany.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests shares of Capital Stock upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member the Stockholder complies with this Section 12.4 23 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 23 and the Person person or entity to whom such Interests shares have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests shares in accordance with this Section 12.423. Upon the Involuntary Transfer of any Interestshares of Capital Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Capital Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and shares of Common Stock , (ii) the amount Carrying Value of the indebtedness or other liability such shares of Common Stock; provided that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests purchase price so determined over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything Transfer shall be paid directly to the contrary, any Stockholder and not to the Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsTransferee.

Involuntary Transfers. Any transfer a. Whenever a Member has any notice or knowledge of title any attempted, impending or beneficial ownership consummated Involuntary Transfer (other than an Involuntary Transfer subject to Sections 10.10 through 10.16 of Interests upon default, foreclosure, forfeit, divorce, court order this Agreement) of all or otherwise than by a voluntary decision on the part of a Management Member his or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any her Membership Interest, whether by operation of law or otherwise, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish give immediate written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness Membership Interest that is subject to such Involuntary Transfer and all pertinent information in such Member’s possession relating to such Involuntary Transfer. The Company shall notify the Remaining Members of any Involuntary Transfer of which it becomes aware. If all or other liability any part of a Membership Interest is ever subjected to any such Involuntary Transfer, then the Company shall at all times thereafter have the immediate and continuing option by notice to the owner of such Membership Interest to Elect to purchase all of such Membership Interest for the purchase price determined pursuant to Article 11, to be payable in accordance therewith. b. If the Company does not exercise such option during the six-month period following the date of such notice (or if such notice is not given, the date the Company becomes aware of such Involuntary Transfer), or does not choose to purchase all of the Membership Interest subject to the Involuntary Transfer, any Remaining Member whose Membership Interest is not subject to such Involuntary Transfer shall have an identical option for 30 days following the six-month period. Each such Remaining Member shall specify in its Election the Requested Amount to be purchased. If the Requested Amounts so specified exceed the Membership Interest subject to the Involuntary Transfer, the amount each Remaining Member will purchase shall be determined pursuant to the Purchaser Selection Procedure, unless the Remaining Members otherwise agree. To the extent that gave rise such Membership Interest subject to the Involuntary Transfer plus is not purchased by the excessMembers, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units Company’s option contained in Section 10.7(a) shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights continue with respect to such Override UnitsMembership Interest. c. In the event that the Remaining Members’ option to acquire the Membership Interest has expired, the Company may, at any time during the sixty (60) day period following the expiration of such option, convert such Membership Interest to a Non-voting Membership Interest. Upon the approval of the Directors, such Membership Interest shall be immediately so converted, without further action by the Transferee of such Involuntary Transfer or the Company, but such Transferee shall submit any certificates previously representing such Membership Interest for a certificate for the equivalent Non-voting Membership Interest.

Involuntary Transfers. Any transfer of title or beneficial --------------------- ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”") shall be void unless such Management Member or Outside Member Stockholder complies with -------------------- this Section 12.4 5 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares of Common Stock pursuant to this Section 12.4 5 and the Person to whom such Interests shares have been Transferred transferred (the “"Involuntary Transferee”") shall have the ---------------------- obligation to sell such Interests shares in accordance with this Section 12.45. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two five business days after such Involuntary Transfer) furnish written notice to the Company Company, the Investor Stockholders and MJD Partners indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (ia) the Fair Market Value of such Interest shares of Common Stock and (iib) the - - amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any In the case of any transfer of title or --------------------- beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member an Employee Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company Endo LLC shall have -------------------- the right to purchase such Interests shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.45.5. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Employee Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company Endo LLC indicating that the ------ Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a ---------------------- detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company Endo LLC shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the LLC Board may, for good cause shown by the Employee Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. Endo LLC's right to purchase pursuant to this Section 5.5 shall have no rights be assignable in accordance with respect Section 5.4 as if such right to such Override Unitspurchase were a "right of first refusal".

Involuntary Transfers. Any (a) In the case of any transfer of title or beneficial ownership of Interests Restricted Shares upon default, foreclosure, forfeit, divorce, court order or otherwise otherwise, other than by a voluntary decision on the part of a Management Member or Outside Member Shareholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer), the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member Shareholder shall promptly (but in no event later than two days after such the Involuntary Transfer) furnish written notice (the “Involuntary Transfer Notice”) to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom the shares were transferred (the “Involuntary Transferee”), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. . (b) Upon the receipt of the notice described in the preceding sentenceInvoluntary Transfer Notice, and for 60 sixty (60) days thereafter, the Company shall have the right to purchaserepurchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Restricted Shares acquired by the Involuntary Transferee for a purchase repurchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount Common Shares as of the indebtedness date of the repurchase (the “Involuntary Transfer Repurchase Price” and such right, the “Involuntary Transfer Repurchase Right”). The Involuntary Transfer Repurchase Right shall be exercised by written notice (the “Involuntary Transfer Repurchase Notice”) to the Involuntary Transferee given in accordance with Section 15(f) of this Agreement on or other liability that gave rise prior to the last date on which the Involuntary Transfer Repurchase Right may be exercised by the Company. (c) Subject to Section 10 below, the repurchase of Restricted Shares pursuant to the exercise of the Involuntary Transfer Repurchase Right shall take place on a date specified by the Company, but in no event following the later of the sixtieth (60th) day following the date of the Involuntary Transfer Repurchase Notice or the tenth (10th) day following the receipt by the Company of all necessary governmental approvals. On such date, the Involuntary Transferee shall transfer the Restricted Shares subject to the Involuntary Transfer plus Repurchase Notice to the excessCompany, if anyfree and clear of all liens and encumbrances, of by delivering to the Carrying Value of such Interests over Company the amount of such indebtedness certificates representing the Restricted Shares to be purchased, duly endorsed for transfer to the Company or other liability that gave rise accompanied by a stock power duly executed in blank, and the Company shall pay to the Involuntary Transfer. Notwithstanding anything to Transferee, the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Repurchase Price. The Involuntary Transferee shall have no rights with respect use all commercially reasonable efforts to assist the Company in order to expedite all proceedings described in this Section 9. If the Involuntary Transferee does transfer the Restricted Shares to the Company as required, the Company will cancel such Override UnitsRestricted Shares and deposit the funds in a non-interest bearing account and make payment upon delivery.

Involuntary Transfers. Any transfer (a) Upon the occurrence of title any actual involuntary Transfer including, without limitation, pursuant to foreclosure or beneficial ownership of Interests upon defaultsimilar Transfer pursuant to a pledge, foreclosure, forfeit, divorce, court order mortgage or otherwise than by a voluntary decision on the part other encumbrance of a Management Member Unit or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables other interest in the Company to exercise in full its rights hereunder. Upon any Involuntary Transfersecure a debt or other obligation, the Company shall have the right to purchase such Interests or pursuant to this Section 12.4 and the Person to whom a judicial order, legal process, execution or attachment or in connection with any proceeding by or against any Member under any bankruptcy or insolvency law (a “Terminating Event”), then such Interests have been Transferred Member (the “Involuntary Transferee”) shall have the obligation to sell or its transferee if such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name “Subject Member”) shall promptly deliver written notice of such event to the Company and the other Member (the “Nonsubject Member”) and be deemed as of the Involuntary Transferee, giving a detailed description date of the circumstances giving rise tooccurrence of such Terminating Event to have made an offer to sell, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company and the Nonsubject Member shall have the right to purchase, such Member’s Units and Equity Securities (collectively, the Involuntary Transferee “Subject Units”) and such Subject Member shall have the obligation be bound to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal sell to the lesser of (i) Company and/or the Nonsubject Member, for the Fair Market Value of such Interest and Subject Units. (iib) Commencing with the amount date of such notice, the Company shall have the first option for a period of 30 days (the “Company Option Period”) to agree in writing to purchase all or any portion of the indebtedness or other liability that gave rise Subject Units, subject to the Involuntary Transfer plus remaining provisions of this Section 11.4. The Company shall have the excessright to assign its rights under this Section 11.4 to any other Person. (c) If the Company does not enter into a written agreement to purchase the Subject Units within the applicable time period described above, or if any, it enters into a written agreement to purchase less than all of the Carrying Subject Units, the Company shall notify the Nonsubject Member on or before the expiration of the Company Option Period of the Nonsubject Member’s option to purchase all of or the remaining Subject Units, as the case may be. Commencing with the date of such notice, the Nonsubject Member shall have the option for a period of 30 days to agree in writing to purchase all or any portion of the Subject Units as to which the Company has not exercised its option, subject to the remaining provisions of this Section 11.4. (d) If the Company and/or the Nonsubject Member elect to purchase a portion or all of the Subject Units, a closing of all such purchases and sales shall be held on or before the date that is 60 days after the date of the Company’s notice to the Nonsubject Member pursuant to Section 11.4(c). At such closing, the Subject Member will transfer the Subject Units to be sold to the Company and/or the Nonsubject Member, free and clear of any encumbrances. (e) Notwithstanding anything to the contrary in this Section 11.4, if, at the end of the option periods described above, less than all of the Subject Units have been purchased by the Company and/or the Nonsubject Member, then the right to exercise such options shall expire as to the Subject Units not purchased by the Company and/or the Nonsubject Member. The Subject Member and any Person who holds the Subject Units after application of this Section 11.4 (other than the Nonsubject Member that purchased pursuant to its rights as set out above) shall comply with the applicable requirements set forth in this Agreement relating to Transfers of Units. In no event shall the Person who then holds the Subject Units be admitted as a Member without the consent of a Supermajority Interest. (f) Within 15 days after receipt of notice of a Terminating Event, the Company shall appoint an independent appraiser for the Subject Units (the “Appraiser”). The Appraiser shall be an expert who is generally recognized as being experienced in the industry and as having current competence in the valuation of assets similar to the Subject Units. The Appraiser shall be independent and shall not have had recent engagements with the Company, the Subject Member or the Nonsubject Member . The fees and expenses of the Appraiser shall be paid by the Subject Member. The Appraiser shall be instructed to determine, within 45 days of its appointment, the Fair Market Value of such Interests over the amount Subject Units being appraised. The Members and the Board of such indebtedness or other liability that gave rise Managers shall cause the Company to provide reasonable access to Company management and facilities and the Company’s books and records and outside auditors for the purpose of providing requested information to the Involuntary TransferAppraiser. The Fair Market Value determination of the Appraiser shall constitute the Fair Market Value of the Subject Units for purposes of any written agreement to purchase such Subject Units. The Appraiser shall furnish the Company, the Subject Member and the Nonsubject Member with a written report of its determination within the 45-day period referenced above. Notwithstanding anything to the contrarycontrary in this Section 11.4, any Involuntary Transfer written agreement to purchase any or all of Override the Subject Units shall result in be conditioned upon the immediate forfeiture applicable purchaser’s approval of the Appraiser’s Fair Market Value determination of such Override Subject Units; provided, that if the applicable purchaser does not agree to the Appraiser’s Fair Market Value valuation, the Subject Member shall not be required to sell such Subject Units hereunder and without any compensation therefor, and such Involuntary Transferee the provisions of Section 11.4(e) shall have no rights with respect to such Override Unitsapply.

Involuntary Transfers. Any transfer (a) Upon the occurrence of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside any Terminating Event with regard to any Member (eachwhich, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with for purposes of this Section 12.4 and enables 10.3, shall include the Company to exercise Valero Parent, in full the case of the Valero Member, or Mascoma, in the case of the Frontier Member), then such Member (or its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase transferee if such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name “Subject Member”) shall promptly deliver written notice of such event to the Company and the other Member (the “Nonsubject Member”) and be deemed as of the Involuntary Transferee, giving a detailed description date of the circumstances giving rise tooccurrence of such Terminating Event to have made an offer to sell, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company and the Nonsubject Member shall have the right to purchase, such Member’s Membership Interest (collectively, the “Subject Membership Interest”) and the Involuntary Transferee such Subject Member shall have the obligation be bound to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal sell to the lesser of (i) Company and/or the Nonsubject Member, for the Fair Market Value of such Interest and Subject Membership Interest. (iib) Commencing with the amount date of such notice, the Company shall have the first option for a period of thirty (30) days (the “Company Option Period”) to agree in writing to purchase all or any portion of the indebtedness or other liability that gave rise Subject Membership Interest, subject to the Involuntary Transfer plus remaining provisions of this Section 10.3. The Company shall have the excessright to assign its rights under this Section 10.3 to any other Person. Notwithstanding anything herein to the contrary, if anythe Nonsubject Member shall have the sole and exclusive right, by written notice to the Manager and the Subject Member, to cause the Company to (a) exercise the Company’s option and/or (b) assign the rights of the Carrying Company under this Section 10.3 to any other Person. (c) If the Company does not enter into a written agreement to purchase the Subject Membership Interest within the applicable time period described above, or if it enters into a written agreement to purchase less than all of the Subject Membership Interest, the Company shall notify the Nonsubject Member on or before the expiration of the Company Option Period of the Nonsubject Member’s option to purchase all of or the remaining Subject PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. Membership Interest, as the case may be. Commencing with the date of such notice, the Nonsubject Member shall have the option for a period of sixty (60) days to agree in writing to purchase all or any portion of the Subject Membership Interest as to which the Company has not exercised its option, subject to the remaining provisions of this Section 10.3. (d) If the Company and/or the Nonsubject Member elect to purchase a portion or all of the Subject Membership Interest, a closing of all such purchases and sales shall be held on or before the date that is one hundred twenty (120) days after the date of the Company’s notice to the Nonsubject Member pursuant to Section 10.3(c). At such closing, the Subject Member will transfer the Subject Membership Interest to be sold to the Company and/or the Nonsubject Member, free and clear of any encumbrances. (e) Notwithstanding anything to the contrary in this Section 10.3, if, at the end of the option periods described above, less than all of the Subject Membership Interest has been purchased by the Company and/or the Nonsubject Member, then the right to exercise such options shall expire as to the portion of the Subject Membership Interest not purchased by the Company and/or the Nonsubject Member. The Subject Member and any Person who holds the Subject Membership Interest after application of this Section 10.3 (other than the Nonsubject Member that purchased pursuant to its rights as set out above) shall comply with the applicable requirements set forth in this Agreement relating to Transfers of Membership Interests. In no event shall the Person (other than the Nonsubject Member that purchased pursuant to its rights as set out above) who then holds the Subject Membership Interest be admitted as a Member without the consent of a Required Interest. (f) Within fifteen (15) days after receipt of notice of a Terminating Event, the Nonsubject Member, on behalf of the Company, shall by written notice to the Manager and the Subject Member, appoint an independent appraiser for the Subject Membership Interest (the “Appraiser”). The Appraiser shall be an expert who is generally recognized as being experienced in the industry and as having current competence in the valuation of assets similar to the Subject Membership Interest. The Appraiser shall be independent and shall not have had recent engagements with the Company, the Subject Member or the Nonsubject Member. The fees and expenses of the Appraiser shall be paid by the Subject Member. The Appraiser shall be instructed to determine, within forty-five (45) days of its appointment, the Fair Market Value of such Interests over the amount Subject Membership Interest being appraised. The Members and the Manager shall cause the Company to provide reasonable access to Company management and facilities and the Company’s books and records and outside auditors for the purpose of such indebtedness or other liability that gave rise providing requested information to the Involuntary TransferAppraiser. The Fair Market Value determination of the Appraiser shall constitute the Fair Market Value of the Subject Membership Interest for purposes of any written agreement to purchase such Subject Membership Interest. The Appraiser shall furnish the Company, the Subject Member and the Nonsubject Member with a written report of its determination within the 45-day period referenced above. Notwithstanding anything to the contrarycontrary in this Section 10.3, any Involuntary Transfer written agreement to purchase any or all of Override Units the Subject Membership Interest shall result in be conditioned upon the immediate forfeiture applicable purchaser’s approval of the Appraiser’s Fair Market Value determination of such Override Units Subject Membership Interest; provided, that if the applicable purchaser does not agree to the Appraiser’s Fair Market Value valuation, the Subject Member shall not be required to sell such Subject Membership Interest hereunder and without any compensation therefor, and such Involuntary Transferee the provisions of Section 10.3(e) shall have no rights with respect to such Override Unitsapply. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Involuntary Transfers. Any transfer In the event that Incentive Shares owned by any Management Investor, or such Management Investor's Permitted Transferees, shall be subject to sale or other Transfer (the date of title such sale or beneficial ownership Transfer shall hereinafter be referred to as the "Transfer Date") by reason of Interests (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Investor, or such Management Investor's Permitted Transferees, shall give the Company written notice thereof promptly upon defaultthe occurrence of such event stating the terms of such proposed Transfer, foreclosurethe identity of the proposed transferee, forfeitthe price or other consideration, divorceif readily determinable, court order for which the Incentive Shares are proposed to be transferred, and the number of shares of Common Stock to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or otherwise than a designee selected by a voluntary decision on majority of the part members of a the Board of Directors of the Company excluding the affected Management Member Investor or Outside Member (eachPermitted Transferee and any director designated by such Investor, an “Involuntary Transfer”) shall have the right and option to purchase all, but, not less than all of such Incentive Shares which right shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables exercised by written notice given by the Company to exercise such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 7.4 shall be at the price and on the terms applicable to such proposed transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Incentive Shares, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable hereunder pursuant to Section 7.2(a)(ii)(A) had the date of such proposed Transfer of the Incentive Shares been the Management Investor's Termination Date. The closing of the purchase and sale of such Incentive Shares shall be held at the place and the date to be established by the Company, which in full no event shall be less than ten or more than 60 days from the date on which the Company gives notice of its rights hereunderelection to purchase the Incentive Shares. Upon At such closing, the Management Investor, or such Management Investor's Permitted Transferees, shall deliver the certificates evidencing the number of shares of Common Stock to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any Involuntary Transferother documents that are necessary to transfer to the Company good title to such of the securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company shall have deliver to the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any InterestManagement Investor, or such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis forInvestor's Permitted Transferees, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Incentive Shares in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. (a) Any transfer Transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Restricted Member (each, an “Involuntary Transfer”) ), in each case to a third party that is not a Restricted Member, shall be void unless such Management Member or Outside the Restricted Member complies with this Section 12.4 12.5 and enables the Company to exercise in full its rights hereunder. Upon the Involuntary Transfer of any Involuntary TransferInterests, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 12.5 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.412.5. Upon the Involuntary Transfer of any InterestInterests, such Management Member or Outside Restricted Member shall promptly (but in no event later than two days (2) Business Days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a reasonably detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 ninety (90) days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) or any portion of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest Interests and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything . (b) The Company shall have the right to assign to the contraryDMC Members (or their designees), all or any Involuntary Transfer portion of Override Units shall result in its rights and obligations under Section 12.5(a), provided that any such assignment or assumption is accepted by the immediate forfeiture DMC Members (or their designees). If the Company has not exercised its right to purchase Interests pursuant to Section 12.5(a) within fifteen (15) days of receipt by the Company of the letter, notice or other occurrence giving rise to such Override Units and without any compensation thereforrights, and such Involuntary Transferee then the DMC Members shall have no the right to require the Company to assign such rights. The DMC Members shall have the right to assign to one or more of its Affiliates all or any of their rights with respect to such Override Unitspurchase Interests pursuant to this Section 12.5(b).

Involuntary Transfers. Any transfer (a) Upon the occurrence of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than any event which would cause any Restricted Securities owned by a voluntary decision on the part of a Management Member Stockholder or Outside Member (each, an “Additional Stockholder to be Transferred by Involuntary Transfer”, such Stockholder (or his legal representative or successor) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables give the Company written notice thereof stating the terms of such Involuntary Transfer, the identity of the transferee or proposed transferee, the price or other consideration, if readily determinable, for which the securities are proposed to exercise in full its rights hereunderbe or have been Transferred and the number and type of securities which are the subject of such Transfer. Upon any After receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed or completed Involuntary Transfer, the Company shall have the right and option to purchase (or to have any designee purchase) all or any portion of such Interests pursuant Restricted Securities, which right shall be exercised by written notice given by the Company to this Section 12.4 the transferor (or transferee following the occurrence of any Involuntary Transfer) within 60 days following the later of (i) the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed or completed Transfer and (ii) the Person date of such Involuntary Transfer. (b) In the event that the Company elects not to whom purchase all of such Interests have been Transferred Restricted Securities, then the Company shall on or prior to the end of such 60 day period, notify the 399 Stockholders thereof, such notice to identify the Securities not purchased by the Company (the “Involuntary Transferee”) "Subject Securities"). For a period of 30 days after receipt of such notice from the Company, the 399 Stockholders shall have the obligation irrevocable right to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of purchase any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name all of the Involuntary TransfereeSubject Securities, giving a detailed description pro rata; provided, however, that in the event any 399 Stockholder does not purchase any or all of its pro rata portion of the circumstances giving rise to, and stating the legal basis forSubject Securities, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company remaining 399 Stockholders shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, purchase such portion pro rata as among themselves until all (but not less than all) of the Interests acquired Subject Securities are purchased or until such persons do not desire to purchase any more Subject Securities. The right of the 399 Stockholders to purchase Subject Securities pursuant to this Section 2.6 shall be exercisable by delivery of a notice to the transferor (or transferee following the occurrence of any Involuntary Transfer) setting forth the maximum number of Subject Securities that such person wishes to purchase including any number which would be allocated in the event that any 399 Stockholder does not purchase all or any portion of its pro rata portion. (c) Any purchase pursuant to this Section 2.6 shall be at the price and on the terms applicable to such Involuntary Transfer. If the nature of the event giving rise to such Involuntary Transfer is such that no readily determinable consideration is to be paid for or assigned to the Transfer of the Restricted Securities, the price to be paid by the Involuntary Transferee Company (i) for a purchase price each share of Restricted Securities (other than Equity Equivalents) shall be the Fair Market Value thereof as of the date of Transfer and (ii) for each Equity Equivalent shall be equal to the lesser of (ix) the Fair Market Value of the Common Stock with respect to which such Interest and Equity Equivalent may then be exercised minus (iiy) the exercise price then applicable under the terms of such Equity Equivalent. The closing of the purchase and sale of such Restricted Securities pursuant to this Section 2.6 shall be held at the place and on the date established by the Company or the 399 Stockholders, as the case may be, which in no event shall be less than 10 nor more than 45 days from the date on which the Company or the 399 Stockholders, as the case may be, gives notice of the election to purchase such securities. At such closing, the Management Stockholder or Additional Stockholder (or, in each case, his legal representative or successor) shall deliver the certificates evidencing the Restricted Securities to be purchased by the Company or the 399 Stockholders, as the case may be, accompanied by duly endorsed in blank stock powers or duly executed instruments of transfer, and any other documents that are necessary to Transfer to the Company or the 399 Stockholders, as the case may be, good title to such securities free and clear of all Liens and, concurrently with such delivery, the Company or the 399 Stockholders, as the case may be, shall deliver to the transferor thereof the full amount of the indebtedness purchase price therefor. (d) Notwithstanding anything to the contrary contained herein, in the event a purchase (or the payment of the purchase price) by the Company pursuant to this Section 2.6 would violate or conflict with any statute, rule, injunction, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any of them or their respective properties is bound or affected or would result in any breach of, or constitute a change of control or a default (or an event which with notice or lapse of time, or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the property or assets of the Company or any of its Subsidiaries pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, franchise or other liability that gave rise instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound or affected, with the prior written consent of the 399 Stockholders, the rights of the Company to purchase (or to have any designee purchase) the Restricted Securities of any Management Stockholder or Additional Stockholder shall be suspended until the date which falls 60 days following such time as such prohibition first lapses or is waived and no such default would be caused. For the purposes of this Section 2.6 only, the date of such lapse or waiver shall be deemed the date of the Involuntary Transfer plus for purposes of the excesspurchase and sale of Restricted Securities pursuant to this Section 2.6. The Company shall use its reasonable efforts to obtain a waiver of any such prohibition, but shall not be obligated to incur any additional interest or other costs or charges or to make any prepayment with respect to any indebtedness in connection with such efforts. (e) Notwithstanding anything to the contrary contained in this Section 2.6, any event giving rise to an Involuntary Transfer which is also subject to the provisions of Article IV shall be governed by the provisions of Article IV. (f) All unvested options, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any shall automatically terminate upon an Involuntary Transfer of Override Units shall result unless otherwise provided in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsapplicable option grant.

Involuntary Transfers. Any An "involuntary transfer" shall mean any transaction, proceeding or action by or in which any Stockholder shall be deprived or divested of any right, title or interest in or to any of his Stock (including, without limiting the generality of the foregoing, seizure under levy of attachment or execution, transfer in connection with bankruptcy or other court proceeding to a trustee in bankruptcy or receiver, or any transfer to a state or to a public officer or agency pursuant to any statute pertaining to escheat or abandoned property) other than one occasioned by the death or the incompetence or incapacity of a Stockholder. If there shall be an involuntary transfer of title or beneficial ownership any shares of Interests Stock of any Stockholder to any person: a. The transferee shall take and hold the shares of Stock subject to this Agreement and to all the obligations and restrictions upon defaultthe Stockholder from whom the shares of Stock was acquired, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) and shall be void unless such Management Member or Outside Member complies observe and comply with this Section 12.4 Agreement and enables with such obligations and restrictions. b. The Stockholder from whom said Stock was transferred (the Company "Transferring Stockholder"), or the transferee, shall forthwith give notice to exercise in full its rights hereunder. Upon any Involuntary Transferthe other Stockholders and the Corporation stating when the involuntary transfer occurred, the Company reason therefor, the number of shares transferred (the "Transferred Stock"), and the address and capacity of the transferee. The Corporation, upon receipt of such notice of transfer, shall have the right option ("First Option") to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interestall, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) , of the Interests acquired by Transferred Stock and any shares of Stock remaining in the Involuntary Transferee for ownership of Transferring Stockholder (the "Remaining Stock"), at a purchase price equal to the lesser net worth (assets less liabilities) at book value per share of Stock (ithe "Involuntary Transfer Purchase Price"), valued as of the date of the involuntary transfer and determined by the regularly retained accountant of the Corporation. The First Option shall be exercisable within the thirty (30) day period ("First Option Period") after the Fair Market Value date of receipt of such Interest notice and (ii) shall be exercised by the amount sending of notices to the transferee and Transferring Stockholder with a copy to the other Stockholders. In determining whether or not the Corporation shall exercise the First Option, the transferee shall vote the Transferred Stock and the Transferring Stockholder shall vote the Remaining Stock and the Transferring Stockholder and the transferee and the directors elected by them on the Board of Directors shall vote, as directed by a vote of the indebtedness or other liability that gave rise Stockholders. In the event the Corporation does not exercise the First Option, the other Stockholders shall have the option ("Second Option"), exercisable upon written notice within twenty (20) days after the expiration of the First Option Period (the "Second Option Period") to purchase, pro rata, in proportion to their respective holdings of Stock, all, but not less than all, of the Transferred Stock and the Remaining Stock at the Involuntary Transfer plus Purchase Price. In the excess, if any, event any of the Carrying Value other Stockholders do not elect to purchase their proportionate share, the other Stockholders who elected to purchase the Transferred Stock and Remaining Stock shall have the option to purchase, pro rata, in proportion to their respective holdings of Stock or in any other percentage which they decide, that portion of the Transferred Stock and Remaining Stock which such Interests over other Stockholders elected not to purchase. c. Payment for the amount of such indebtedness Transferred Stock and Remaining Stock purchased shall be made in ten (10) consecutive annual installments. The first installment shall be paid by the Corporation or other liability that gave rise the purchasing Stockholders, as the case may be, to the transferee and Transferring Stockholder not later than ninety (90) days after the expiration of the Second Option Period. The remaining nine (9) installments of the Involuntary Transfer. Notwithstanding anything Transfer Purchase Price shall be paid, together with interest at the highest U.S. Money Center Commercial prime rate for corporate loans as reported in the Money Rates Section of the Wall Street Journal, Denver edition, adjusted from time to time on a daily basis ("Prime Rate") on the unpaid balance, and evidenced by promissory notes in the form of Schedule B delivered to the contrarytransferee and the Transferring Stockholder by the Corporation or the purchasing Stockholders, any Involuntary Transfer of Override Units as the case may be, contemporaneously with the first installment. d. If the Corporation and the other Stockholders elect not to, or fail to, exercise their options to purchase the Transferred Stock and Remaining Stock, transferee shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights become a party to this Agreement with respect to such Override Unitsthe Transferred Stock and shall execute a duplicate of this Agreement and the Transferring Stockholder shall continue to be subject to the terms of this Agreement with respect to the Remaining Stock in the same manner as if no involuntary transfer had been made.

Involuntary Transfers. (i) Any transfer Stockholder who is the subject of title or beneficial ownership an Involuntary Transfer (as defined below) (the "Transferring Stockholder"), shall notify the Company and the other Stockholders in writing within ten (10) days of Interests upon defaultsuch Involuntary Transfer (but the failure to give such notice shall not affect the rights of the parties hereunder). For purposes of this Section 2.1(c), foreclosure, forfeit, divorce, court order or otherwise than the later of receipt of such notice by a voluntary decision on the part Company and the other Stockholders and the date of a Management Member or Outside Member (each, an “such Involuntary Transfer”) Transfer shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the "Transfer Date". (ii) For a period of twenty (20) days after the Transfer Date (the "Company Option Period"), the Company may, by notice in writing to exercise the Transferring Stockholder, elect in full its rights hereunder. Upon writing to purchase any or all of the Shares subject to the Involuntary Transfer at the Fair Market Value of such Shares. (iii) If the Company does not elect to purchase any of the Shares subject to the Involuntary Transfer, or exercises such right only with respect to a portion of such Shares, then for a period of twenty (20) days commencing on the earlier of (a) the date, if any, that the Transferring Stockholder notifies the other Stockholders in writing that the Company has determined either not to exercise such right of purchase or to exercise such right only with respect to a portion of the Shares subject to the Involuntary Transfer, and (b) the expiration of the Company Option Period, the other Stockholders shall have the right to purchase all or any portion of such Interests pursuant Shares subject to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice not so elected to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired be purchased by the Involuntary Transferee for a purchase price equal to the lesser of (i) Company, at the Fair Market Value of such Interest and (ii) the amount Shares. The specific number of the indebtedness or other liability that gave rise such Shares subject to the Involuntary Transfer plus remaining after the excess, if any, Company has exercised its right pursuant to clause (ii) to which each other Stockholder shall be entitled to purchase shall be determined on a PRO RATA basis in proportion to the respective number of shares of Common Stock owned beneficially by each such Stockholder as of the Carrying Value Transfer Date in relation to the total number of shares of Common Stock owned beneficially by all such Interests over the amount Stockholder (for each such Stockholder, its "Proportionate Share"). Each such Stockholder shall also be entitled to indicate a desire to purchase all or a portion of such indebtedness or other liability that gave rise any Shares subject to the Involuntary TransferTransfer remaining after such PRO RATA allocation. Notwithstanding anything Each such Stockholder shall be allocated the maximum amount of Shares subject to the contrary, any Involuntary Transfer of Override Units shall set forth in such Stockholder's offer to purchase, unless such allocation would result in the immediate forfeiture allocation of more securities in the aggregate than are available for purchase by the other Stockholders, in which case such Override Units Shares subject to the Involuntary Transfer shall be allocated among the Stockholders PRO RATA in accordance with each such Stockholder's Proportionate Share; PROVIDED, HOWEVER, that if the foregoing results in any Stockholder being allocated more than the maximum amount of Shares subject to the Involuntary Transfer specified in such Stockholder's offer to purchase, such Stockholder will be allocated such maximum amount and the excess will be allocated as provided in this sentence (including this proviso). (iv) Any Shares subject to the Involuntary Transfer not accepted pursuant to clauses (ii) and (iii) above shall be Transferred in accordance with the terms and conditions of the Involuntary Transfer. (v) The closing of the purchase and sale of any Shares subject to the Involuntary Transfer hereunder shall be held at the offices of the Company on such dates and times as the parties may agree but in all events within twenty (20) days following termination of the offer period granted to the other Stockholders. (vi) For purposes of this Agreement, the term "Involuntary Transfer" shall mean any involuntary sale, transfer, encumbrance or other disposition (other than as a result of the death of the Stockholder) by or in which any Stockholder shall be deprived or divested of any right, title or interest in or to any Shares, including without limitation (I) any compensation thereforlevy of execution, and such transfer in connection with bankruptcy, reorganization, insolvency or similar proceedings, (II) any transfer to a public officer or agency pursuant to any abandoned property or escheat law, or (III) any transfer to the spouse of an individual or change in the record holder made pursuant to divorce proceedings. A Transfer pursuant to Section 2.2 shall not be deemed to be an Involuntary Transferee shall have no rights with respect to such Override UnitsTransfer.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Shares upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Shareholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member the Shareholder complies with this Section 12.4 7 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Shares pursuant to this Section 12.4 7 and the Person to whom such Interests Shares have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests Shares in accordance with this Section 12.47. Upon the Involuntary Transfer of any InterestShares, such Management Member or Outside Member Shareholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Shares acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest Shares on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests Shares over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any In the case of any transfer of title --------------------- or beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”) "), Endo LLC shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall -------------------- have the right to purchase such Interests shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.46.3. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company Endo LLC indicating that the ------ Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a ---------------------- detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company Endo LLC shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the LLC Board may, for good cause shown by the Management Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. Xxxxx shall have no rights with respect the right to such Override Unitsrequire Endo LLC to assign to Xxxxx (or a designee of Xxxxx) Endo LLC's right to purchase pursuant to this Section 6.3.

Involuntary Transfers. Any transfer (an "Involuntary Transfer") --------------------- -------------------- of title or beneficial ownership of Interests shares of Stock upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of any Management Stockholder (a "Transferring Stockholder"), other than any transfer upon death of a Management Member or Outside Member (eachStockholder, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member Stockholder complies with this Section 12.4 1.7 and enables the Company Company, iXL and the Outside Investors that own Preferred Stock to exercise in full its their rights hereunder. Upon any Involuntary Transfer, the Company Company, iXL and the Outside Investors that own Preferred Stock shall have the right to purchase such Interests shares pursuant to this Section 12.4 1.7 and the Person to whom such Interests shares have been Transferred transferred (the “"Involuntary Transferee”") shall have the obligation to sell ---------------------- such Interests shares in accordance with this Section 12.41.7. Upon the Involuntary Transfer of any Interestshares of Stock, such Management Member or Outside Member Transferring Stockholder shall promptly (but in no event later than two five days after such Involuntary Transfer) furnish written notice to the Company Company, iXL and the Outside Investors that own Preferred Stock indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon Subject to the provisions of Section 8, upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 30 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Carrying Value of such Interest and (ii) Stock. If the amount Company fails to exercise within such 30-day period its rights hereunder to purchase all, but not less than all, of the indebtedness or other liability that gave rise to shares of Stock acquired by the Involuntary Transfer plus Transferee, for a period of 30 days thereafter, iXL and the excessOutside Investors that own Preferred Stock shall have the right to purchase on a pro rata basis, if anyand the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the shares of Stock acquired by the Involuntary Transferee for a purchase price equal to the Carrying Value of such Interests over Stock. iXL and each of the Outside Investors that owns Preferred Stock may purchase such Stock on a pro rata basis (based on the number of shares of Common Stock held by iXL and the number of shares of Common Stock into which the Preferred Stock held by the Outside Investors would then be convertible). Any amount of such indebtedness Stock not so purchased by iXL or an Outside Investor entitled to purchase may be purchased by the other liability Outside Investors that gave rise own Preferred Stock or iXL proportionally to the Involuntary Transfer. Notwithstanding anything to the contrarytheir ownership of Common Stock (assuming conversion of Preferred Stock), any Involuntary Transfer of Override Units shall result in the immediate forfeiture and so on until all of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsStock has been purchased.

Involuntary Transfers. Any transfer (a) In the case of any Transfer of title or beneficial ownership of Interests Equity Securities upon default, foreclosure, forfeit, divorce, court order or otherwise otherwise, other than by a voluntary decision on the part of a Management Member or Outside Member Non-Apollo Holder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer), the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member Non-Apollo Holder shall promptly (but in no event later than two days after such the Involuntary Transfer) furnish written notice (the “Involuntary Transfer Notice”) to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Person to whom the Equity Securities were transferred (the “Involuntary Transferee”), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. . (b) Upon the receipt of the notice described in the preceding sentenceInvoluntary Transfer Notice, and for 60 days thereafter, the Company shall have the right to purchaserepurchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Equity Securities acquired by the Involuntary Transferee for a purchase repurchase price equal to the lesser of “fair market value” (ias determined in accordance with Section 4(e)) the Fair Market Value of such Interest and (ii) the amount Equity Securities as of the indebtedness date of the Involuntary Transfer (the “Involuntary Transfer Repurchase Price” and such right, the “Involuntary Transfer Repurchase Right”). The Involuntary Transfer Repurchase Right shall be exercised by written notice (the “Involuntary Transfer Repurchase Notice”) to the Involuntary Transferee given in accordance with Section 14(k) of this Agreement on or other liability that gave rise prior to the last date on which the Involuntary Transfer Repurchase Right may be exercised by the Company. (c) Subject to Section 6 below, the repurchase of Equity Securities pursuant to the exercise of the Involuntary Transfer Repurchase Right shall take place on a date specified by the Company, but in no event following the later of the 60th day following the date of the date of the Involuntary Transfer Repurchase Notice or the 10th day following the receipt by the Company of all necessary governmental approvals. On such date, the Involuntary Transferee shall transfer the Equity Securities subject to the Involuntary Transfer plus Repurchase Notice to the excessCompany, if anyfree and clear of all liens and encumbrances, of by delivering to the Carrying Value of such Interests over Company the amount of such indebtedness certificates representing the Equity Securities to be purchased, duly endorsed for transfer to the Company or other liability that gave rise accompanied by a stock power duly executed in blank, and the Company shall pay to the Involuntary TransferTransferee the Involuntary Transfer Repurchase Price. Notwithstanding anything The Involuntary Transferee and the Non-Apollo Holder shall use all commercially reasonable efforts to assist the Company in order to expedite all proceedings described in this Section 5. If the Involuntary Transferee does not transfer the Equity Securities to the contraryCompany as required, any Involuntary Transfer of Override Units shall result the Company will cancel such Equity Securities and deposit the funds in the immediate forfeiture of such Override Units a non-interest bearing account and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsmake payment upon delivery.

Involuntary Transfers. (i) Any transfer Stockholder who is the subject of title or beneficial ownership an Involuntary Transfer (as defined below) (the “Transferring Stockholder”), shall notify the Company and the other Stockholders in writing within ten (10) days of Interests upon defaultsuch Involuntary Transfer (but the failure to give such notice shall not affect the rights of the parties hereunder). For purposes of this Section 2.1(c), foreclosure, forfeit, divorce, court order or otherwise than the later of receipt of such notice by a voluntary decision on the part Company and the other Stockholders and the date of a Management Member or Outside Member (each, an “such Involuntary Transfer”) Transfer shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the “Transfer Date”. (ii) For a period of twenty (20) days after the Transfer Date (the “Company Option Period”), the Company may, by notice in writing to exercise the Transferring Stockholder, elect in full its rights hereunder. Upon writing to purchase any or all of the Shares subject to the Involuntary Transfer at the Fair Market Value of such Shares. (iii) If the Company does not elect to purchase any of the Shares subject to the Involuntary Transfer, or exercises such right only with respect to a portion of such Shares, then for a period of twenty (20) days commencing on the earlier of (a) the date, if any, that the Transferring Stockholder notifies the other Stockholders in writing that the Company has determined either not to exercise such right of purchase or to exercise such right only with respect to a portion of the Shares subject to the Involuntary Transfer, and (b) the expiration of the Company Option Period, the other Stockholders shall have the right to purchase all or any portion of such Interests pursuant Shares subject to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice not so elected to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired be purchased by the Involuntary Transferee for a purchase price equal to the lesser of (i) Company, at the Fair Market Value of such Interest and (ii) the amount Shares. The specific number of the indebtedness or other liability that gave rise such Shares subject to the Involuntary Transfer plus remaining after the excess, if any, Company has exercised its right pursuant to clause (ii) to which each other Stockholder shall be entitled to purchase shall be determined on a pro rata basis in proportion to the respective number of shares of Common Stock owned beneficially by each such Stockholder as of the Carrying Value Transfer Date in relation to the total number of shares of Common Stock owned beneficially by all such Interests over the amount Stockholder (for each such Stockholder, its “Proportionate Share”). Each such Stockholder shall also be entitled to indicate a desire to purchase all or a portion of such indebtedness or other liability that gave rise any Shares subject to the Involuntary TransferTransfer remaining after such pro rata allocation. Notwithstanding anything Each such Stockholder shall be allocated the maximum amount of Shares subject to the contrary, any Involuntary Transfer of Override Units shall set forth in such Stockholder’s offer to purchase, unless such allocation would result in the immediate forfeiture allocation of more securities in the aggregate than are available for purchase by the other Stockholders, in which case such Override Units Shares subject to the Involuntary Transfer shall be allocated among the Stockholders pro rata in accordance with each such Stockholder’s Proportionate Share; provided, however, that if the foregoing results in any Stockholder being allocated more than the maximum amount of Shares subject to the Involuntary Transfer specified in such Stockholder’s offer to purchase, such Stockholder will be allocated such maximum amount and the excess will be allocated as provided in this sentence (including this proviso). (iv) Any Shares subject to the Involuntary Transfer not accepted pursuant to clauses (ii) and (iii) above shall be Transferred in accordance with the terms and conditions of the Involuntary Transfer. (v) The closing of the purchase and sale of any Shares subject to the Involuntary Transfer hereunder shall be held at the offices of the Company on such dates and times as the parties may agree but in all events within twenty (20) days following termination of the offer period granted to the other Stockholders. (vi) For purposes of this Agreement, the term “Involuntary Transfer” shall mean any involuntary sale, transfer, encumbrance or other disposition (other than as a result of the death of the Stockholder) by or in which any Stockholder shall be deprived or divested of any right, title or interest in or to any Shares, including without limitation (I) any compensation thereforlevy of execution, and such transfer in connection with bankruptcy, reorganization, insolvency or similar proceedings, (II) any transfer to a public officer or agency pursuant to any abandoned property or escheat law, or (III) any transfer to the spouse of an individual or change in the record holder made pursuant to divorce proceedings. A Transfer pursuant to Section 2.2 shall not be deemed to be an Involuntary Transferee shall have no rights with respect to such Override UnitsTransfer.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Units upon default, foreclosure, forfeit, divorce, court order or otherwise other than by a voluntary decision on the part of a Management Member or Outside Member Member, other than death (each, an “Involuntary Transfer”) ), shall be void unless such Management Member or Outside the applicable Member complies with this Section 12.4 12.03 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Units pursuant to this Section 12.4 12.03 and the Person to whom such Interests Units have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests Units in accordance with this Section 12.412.03. Upon the Involuntary Transfer of any InterestUnits, such Management Member or Outside Member shall promptly (but in no event later than two days (2) Business Days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 sixty (60) days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, any or all (but not less than all) of the Interests Units acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) per Unit, as determined by an independent third party appraiser appointed by the amount Members holding Units representing at least 80% of the indebtedness or other liability issued and outstanding Units, multiplied by the number of Units that gave rise the Company has elected to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise acquire pursuant to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsthis Section 12.03.

Involuntary Transfers. Any transfer (a) Upon the occurrence of title any actual involuntary Transfer including, without limitation, pursuant to foreclosure or beneficial ownership of Interests upon defaultsimilar Transfer pursuant to a pledge, foreclosure, forfeit, divorce, court order mortgage or otherwise than by a voluntary decision on the part other encumbrance of a Management Member Unit or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables other interest in the Company to exercise in full its rights hereunder. Upon any Involuntary Transfersecure a debt or other obligation, the Company shall have the right to purchase such Interests or pursuant to this Section 12.4 and the Person to whom a judicial order, legal process, execution or attachment or in connection with any proceeding by or against any Member under any bankruptcy or insolvency law (a “Terminating Event”), then such Interests have been Transferred Member (the “Involuntary Transferee”) shall have the obligation to sell or its transferee if such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name “Subject Member”) shall promptly deliver written notice of such event to the Company and the other Member (the “Nonsubject Member”) and be deemed as of the Involuntary Transferee, giving a detailed description date of the circumstances giving rise tooccurrence of such Terminating Event to have made an offer to sell, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company and the Nonsubject Member shall have the right to purchase, such Member’s Units and Equity Securities (collectively, the Involuntary Transferee “Subject Units”) and such Subject Member shall have the obligation be bound to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal sell to the lesser of (i) Company and/or the Nonsubject Member, for the Fair Market Value of such Interest and Subject Units. (iib) Commencing with the amount date of such notice, the Company shall have the first option for a period of 30 days (the “Company Option Period”) to agree in writing to purchase all or any portion of the indebtedness or other liability that gave rise Subject Units, subject to the Involuntary Transfer plus remaining provisions of this Section 11.4. The Company shall have the excessright to assign its rights under this Section 11.4 to any other Person. (c) If the Company does not enter into a written agreement to purchase the Subject Units within the applicable time period described above, or if any, it enters into a written agreement to purchase less than all of the Carrying Subject Units, the Company shall notify the Nonsubject Member on or before the expiration of the Company Option Period of the Nonsubject Member’s option to purchase all of or the remaining Subject Units, as the case may be. Commencing with the date of such notice, the Nonsubject Member shall have the option for a period of 30 days to agree in writing to purchase all or any portion of the Subject Units as to which the Company has not exercised its option, subject to the remaining provisions of this Section 11.4. (d) If the Company and/or the Nonsubject Member elect to purchase a portion or all of the Subject Units, a closing of all such purchases and sales shall be held on or before the date that is 60 days after the date of the Company’s notice to the Nonsubject Member pursuant to Section 11.4(c). At such closing, the Subject Member will transfer the Subject Units to be sold to the Company and/or the Nonsubject Member, free and clear of any encumbrances. (e) Notwithstanding anything to the contrary in this Section 11.4, if, at the end of the option periods described above, less than all of the Subject Units have been purchased by the Company and/or the Nonsubject Member, then the right to exercise such options shall expire as to the Subject Units not purchased by the Company and/or the Nonsubject Member. The Subject Member and any Person who holds the Subject Units after application of this Section 11.4 (other than the Nonsubject Member that purchased pursuant to its rights as set out above) shall comply with the applicable requirements set forth in this Agreement relating to Transfers of Units. In no event shall the Person who then holds the Subject Units be admitted as a Member without the consent of a Supermajority Interest. (f) Within 15 days after receipt of notice of a Terminating Event, the Company shall appoint an independent appraiser for the Subject Units (the “Appraiser”). The Appraiser shall be an expert who is generally recognized as being experienced in the industry and as having current competence in the valuation of assets similar to the Subject Units. The Appraiser shall be independent and shall not have had recent engagements with the Company, the Subject Member or the Nonsubject Member. The fees and expenses of the Appraiser shall be paid by the Subject Member. The Appraiser shall be instructed to determine, within 45 days of its appointment, the Fair Market Value of such Interests over the amount Subject Units being appraised. The Members and the Board of such indebtedness or other liability that gave rise Managers shall cause the Company to provide reasonable access to Company management and facilities and the Company’s books and records and outside auditors for the purpose of providing requested information to the Involuntary TransferAppraiser. The Fair Market Value determination of the Appraiser shall constitute the Fair Market Value of the Subject Units for purposes of any written agreement to purchase such Subject Units. The Appraiser shall furnish the Company, the Subject Member and the Nonsubject Member with a written report of its determination within the 45-day period referenced above. Notwithstanding anything to the contrarycontrary in this Section 11.4, any Involuntary Transfer written agreement to purchase any or all of Override the Subject Units shall result in be conditioned upon the immediate forfeiture applicable purchaser’s approval of the Appraiser’s Fair Market Value determination of such Override Subject Units; provided, that if the applicable purchaser does not agree to the Appraiser’s Fair Market Value valuation, the Subject Member shall not be required to sell such Subject Units hereunder and without any compensation therefor, and such Involuntary Transferee the provisions of Section 11.4(e) shall have no rights with respect to such Override Unitsapply.

Involuntary Transfers. Any transfer Except as otherwise provided in this Agreement, any Transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “"Involuntary Transfer”") shall be void unless such the Management Member or Outside Member complies with this Section 12.4 12.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 12.6 and the Person person or entity to whom such Interests have been Transferred (the “"Involuntary Transferee”") shall have the obligation to sell such Interests in accordance with this Section 12.412.6. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any (a) In the case of any transfer of title or beneficial ownership of Interests Restricted Shares upon default, foreclosure, forfeit, divorce, court order or otherwise otherwise, other than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer), the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such the Involuntary Transfer) furnish written notice (the “Involuntary Transfer Notice”) to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the entity to whom the shares were transferred (the “Involuntary Transferee”), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. . (b) Upon the receipt of the notice described in the preceding sentenceInvoluntary Transfer Notice, and for 60 days thereafter, the Company shall have the right to purchaseelect to repurchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Restricted Shares acquired by the Involuntary Transferee for a purchase repurchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount shares of Common Stock as of the indebtedness date of the Involuntary Transfer (the “Involuntary Transfer Repurchase Price” and such right, the “Involuntary Transfer Repurchase Right”). The Involuntary Transfer Repurchase Right shall be exercised by written notice (the “Involuntary Transfer Repurchase Notice”) to the Involuntary Transferee given in accordance with Section 15(f) of this Agreement on or other liability that gave rise prior to the last date on which the Involuntary Transfer Repurchase Right may be exercised by the Company. (c) Subject to Section 5 below, the repurchase of Restricted Shares pursuant to the exercise of the Involuntary Transfer Repurchase Right shall take place on a date specified by the Company, but in no event following the later of the 60th day following the date of the date of the Involuntary Transfer Repurchase Notice or the 10th day following the receipt by the Company of all necessary governmental approvals. On such date, the Involuntary Transferee shall transfer the Restricted Shares subject to the Involuntary Transfer plus Repurchase Notice to the excessCompany, if anyfree and clear of all liens and encumbrances, of by delivering to the Carrying Value of such Interests over Company the amount of such indebtedness certificates representing the Restricted Shares to be purchased, duly endorsed for transfer to the Company or other liability that gave rise accompanied by a stock power duly executed in blank, and the Company shall pay to the Involuntary TransferTransferee the Involuntary Transfer Repurchase Price. Notwithstanding anything The Involuntary Transferee and the Stockholder from whom the Restricted Shares were transferred shall use all commercially reasonable efforts to assist the Company in order to expedite all proceedings described in this Section 4. If the Involuntary Transferee does not transfer the Restricted Shares to the contraryCompany as required, any Involuntary Transfer of Override Units shall result the Company will cancel such Restricted Shares and deposit the funds in the immediate forfeiture of such Override Units a non-interest bearing account and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsmake payment upon delivery.

Involuntary Transfers. Any transfer (a) In the case of any Transfer of title or beneficial ownership of Interests Equity Securities upon default, foreclosure, forfeit, divorce, court order or otherwise otherwise, other than by a voluntary decision on the part of a Management Member or Outside Member Shareholder made in accordance with Section 2 (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer), the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member Shareholder shall promptly (but in no event later than two five (5) days after such the Involuntary Transfer) furnish written notice (the “Involuntary Transfer Notice”) to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Person to whom the Equity Securities were transferred (the “Involuntary Transferee”), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer (and, if practicable, such Shareholder shall notify the Company of any potential Involuntary Transfer in advance of such Involuntary Transfer. , together with any material details regarding the nature and circumstances of such potential Involuntary Transfer). (b) Upon the receipt of the notice described in the preceding sentenceInvoluntary Transfer Notice, and for 60 sixty (60) days thereafter, the Shareholders of the Company (other than any Involuntary Transferees) shall have the right to purchasecause the Company to repurchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Equity Securities acquired by the Involuntary Transferee to the Company for a purchase repurchase price equal to the lesser of “fair market value” (ias determined in accordance with Section 5(d)) the Fair Market Value of such Interest and (ii) the amount Equity Securities as of the indebtedness date of the Involuntary Transfer (the “Involuntary Transfer Repurchase Price” and such right, the “Involuntary Transfer Repurchase Right”). The Involuntary Transfer Repurchase Right shall be exercised by written notice (the “Involuntary Transfer Repurchase Notice”) to the Involuntary Transferee given in accordance with Section 11(k) of this Agreement on or other liability that gave rise prior to the last date on which the Involuntary Transfer Repurchase Right may be exercised. (c) The repurchase of Equity Securities pursuant to the exercise of the Involuntary Transfer Repurchase Right shall take place on a date specified by the Company, but in no event following the later of the 60th day following the date of the Involuntary Transfer Repurchase Notice or the 10th day following the receipt by the Company of all necessary legal and governmental approvals in connection with such repurchase. On such date, the Involuntary Transferee shall Transfer the Equity Securities subject to the Involuntary Transfer plus Repurchase Notice to the excessCompany, if anyfree and clear of all liens and encumbrances, of by delivering to the Carrying Value of such Interests over Company the amount of such indebtedness certificates representing the Equity Securities to be purchased, duly endorsed for transfer to the Company or other liability that gave rise accompanied by a share transfer form duly executed in blank, and the Company shall pay to the Involuntary Transfer. Notwithstanding anything to Transferee the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Repurchase Price. The Involuntary Transferee shall have no rights with respect use his, hers or its reasonable best efforts to assist the Company in order to expedite all proceedings described in this Section 5. If the Involuntary Transferee does not Transfer the Equity Securities to the Company as required, the Company will cancel such Equity Securities and deposit the funds in a non-interest bearing account and make payment upon delivery. (d) For purposes of this Section 5, the “fair market value” of any Equity Securities shall be determined as follows: (i) if the Equity Securities are listed on one or more national securities exchanges (within the meaning of the Exchange Act), each share shall be valued at the average closing price per share on the principal exchange on which such shares are then trading for the ten (10) trading days immediately preceding the date of determination; (ii) if the Equity Securities are not traded on a national securities exchange but are quoted on NASDAQ or a successor quotation system, each share shall be valued at the average of the last sales price per share for the ten (10) trading days immediately preceding the date of determination as reported by NASDAQ or any such successor quotation system; and (iii) if the Equity Securities are not listed on a national securities exchange and are not traded on NASDAQ, the fair market value shall be determined by the Board in good faith based on its good faith determination of the fair market value of the Company and its Subsidiaries as a whole without regard to the percentage of shares represented by the shares subject to such Override Unitsdetermination or any minority discount or control premium. (e) Notwithstanding the foregoing, if a Person whose Equity Securities are being valued pursuant to Section 5(d)(iii) above disagrees with the valuation determined by the Board, such Person may elect to choose within five Business Days of being advised of the determination of the Board to have the fair market value determined by an independent appraiser, the selection of which shall be subject to the mutual agreement of the Company and such Person. The fees and expenses of any such independent appraiser shall be borne equally by the Company and the Person whose Equity Securities are being valued hereunder and the determination by the independent appraiser selected in accordance with this Section 5(e) shall be final and binding.

Involuntary Transfers. Any transfer of title (a) (i) If any Member or beneficial ownership of Interests upon defaultSeries A Preferred Owner (1) dies, foreclosureor (2) becomes Disabled or (3) files a petition or answer seeking its reorganization, forfeitarrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation, or (ii) if any Member or Series A Preferred Owner has any information which would reasonably lead such Member or Series A Preferred Owner to expect that an involuntary Transfer, including but not limited to, a Transfer pursuant to a Bankruptcy Event, an attachment by a judgment creditor, a Transfer pursuant to divorce, court order or otherwise than a Transfer by a voluntary decision on the part operation of a Management law, is foreseeable, such Member or Outside Member Series A Preferred Owner or the Member’s or Series A Preferred Owner’s executor, guardian or other authorized representative (each, an the “Involuntary TransferTransferring Member”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables immediately give the Company written notice (the “Transfer Notice”) of such event, and make an offer to exercise in full its rights hereundersell all of such Transferring Member’s Units (the “Transfer Units”), to the Company. Upon any Involuntary The Transfer Notice shall contain a statement of the type of proposed Transfer, the identity of the person to whom the Transfer Units will or may be Transferred, and any other facts which are or will reasonably be deemed material to the proposed Transfer. (b) The Company shall have an option for thirty (30) Business Days after receipt of the Transfer Notice (“Company Transfer Period”) to purchase all or any portion of the Transfer Units. Such option shall be exercisable by the Company by giving written notice of exercise to the Transferring Member within such Company Transfer Period. (c) If the Company does not elect to purchase all of the Transfer Units pursuant to clause (b) above, then, prior to the expiration of the Company Transfer Period, the Company shall notify each of the Members (the “Non-Transferring Members”) of the number of Transfer Units, if any, which the Company has not elected to purchase (the “Subsequent Transfer Notice”). For a period of ten (10) Business Days after receipt of such notice (the “Member Transfer Period”), each Non-Transferring Member may elect, by giving written notice as described below, to purchase up to that number of remaining Transfer Units as shall be equal to the product obtained by multiplying (A) the total number of remaining Transfer Units by (B) a fraction, the numerator of which is the total number of Common Units on a fully-diluted basis owned by such Non-Transferring Member on the date of the Subsequent Transfer Notice and the denominator of which is the total number Common Units on a fully-diluted basis then held by all of the Non- Transferring Members on the date of the Subsequent Transfer Notice, subject to increase as hereinafter provided. The number of Units that each Non-Transferring Member is entitled to purchase under this Section 15.3(c) shall be referred to as a “Involuntary ROFR Allocation.” If any Non-Transferring Member does not wish to purchase its Involuntary ROFR Allocation, then all other Non-Transferring Members who so elect shall have the right to accept the offer to purchase, on a pro-rata basis with all other Non- Transferring Members who so elect (as hereinafter provided), any Involuntary ROFR Allocation not purchased by such Non-Transferring Member. Each Non-Transferring Member shall have the right to purchase such Interests number of remaining Transfer Units by giving written notice of such acceptance to the Company and the Transferring Member within 10 calendar days after receipt of the Subsequent Transfer Notice, which notice shall indicate the maximum number of shares of Transfer Units which such Non- Transferring Member is willing to purchase in the event fewer than all of the Non- Transferring Members elect to purchase their Involuntary ROFR Allocations. (d) If the right to purchase described herein is not exercised with respect to the all of the Transfer Units within the time period specified, then the options shall be deemed unexercised and the Transferring Member may Transfer (if applicable), subject to compliance with all of the conditions of Section 15.5, including the right of the Manager to prohibit such Transfer, the Transfer Units to the proposed transferee at any time within thirty (30) Business Days after the expiration of the Member Transfer Period. (e) (i) The price of the Transfer Units transferred pursuant to this Section 12.4 15.3 shall be (1) for Common Units, the fair market value of such Transfer Units or (2) for Series A Preferred the applicable Unrecovered Capital Contribution plus any accrued but unpaid Preferred Return. Fair market value shall be the price agreed upon by the Transferring Member and the Person to whom such Interests have Company and/or the purchasing Members (collectively, the “Purchaser”), or in the event an agreement has not been Transferred reached regarding purchase price, the fair market value shall be determined as follows: Within fifteen (15) days after the expiration of the Member Transfer Period, the Purchaser and the Transferring Member shall each select an appraiser (the “Involuntary TransfereePurchaser’s Appraiser” and the “Seller’s Appraiser”, respectively). Within fifteen (15) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice the appointment of the two appraisers, the Purchaser’s Appraiser and the Seller’s Appraiser shall select a third appraiser (the “Third Appraiser”). Each of the appraisers shall submit a determination of the value of the Transfer Units to the Company indicating within forty-five (45) days of the date of selecting the Third Appraiser. The fair market value determinations of the two appraisers submitted to the Company which are closest in value shall be averaged. Such average will, absent fraudulent collusion, constitute the fair market value of the Transfer Units for purposes of this Section 15.3(e) and shall be final and binding upon the Transferring Member and the Purchaser, free of challenge or review by any court. All costs associated with such appraisals shall be borne fifty percent (50%) by the Transferring Member and fifty percent (50%) by the Purchaser. (f) Notwithstanding the foregoing, in the event that the Involuntary Transfer has occurred, specifying Purchaser disagrees with the name appraised value of the Involuntary TransfereeTransfer Units as determined under Section 15.3(e)(i), giving a detailed description the Purchaser shall have ten (10) Business Days after such appraised value was submitted to the Company to revoke its election to purchase the Transfer Units under this Section 15.3; provided, that in such event the Purchaser shall be responsible for the cost of both the Purchaser’s Appraiser and the Seller’s Appraiser. In the event that less than all of the circumstances giving rise to, and stating parties comprising the legal basis forPurchaser disagree with the appraised value, the Involuntary Transfer. Upon agreeing parties must agree to acquire the receipt portion of the notice described in Transfer Units that the preceding sentence, and for 60 days thereafter, the Company shall have the right disagreeing parties elected to purchase, and or the Involuntary Transferee Purchaser, as a whole, will be deemed to have revoked its election to purchase the Transfer Units. (g) The price for the Transfer Units shall have be paid to the obligation to sellTransferring Member at closing by the delivery, all (but not less than all) at the discretion of the Interests acquired Purchaser, of cash or a promissory note by each Purchaser (the Involuntary Transferee “Note(s)”). The Note(s) shall provide for five annual equal installment payments, commencing with the first (1st) anniversary of the date of the Note(s), and shall bear interest payable at a purchase price rate equal to the lesser prime rate as quoted by the Wall Street Journal as of the date of closing, plus two percent (2%). The outstanding principal balance of the Note, plus accrued, but unpaid interest, shall be accelerated as of the date of a sale of the Company or a sale of all or substantially all of the assets of the Company. (h) The closing of the purchase and sale contemplated by this Section 15.3 shall occur at the offices of the Company no later than 10:00 a.m. on the twentieth (20th) Business Day immediately following the later of (i) the Fair Market Value expiration of such Interest and the Member Option Period or (ii) the amount determination of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsprice under paragraph (e) above.

Involuntary Transfers. Any transfer (a) To the extent permitted under applicable law, any Transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than Restricted Securities owned by a voluntary decision on Member that constitutes an Involuntary Transfer shall be null and void, and such Restricted Securities shall revert back to such Member. (b) Upon the part occurrence of any event which would cause any Restricted Securities owned by a Management Member or Outside to be Transferred by Involuntary Transfer (other than to a Permitted Transferee), such Member (each, an “or his legal representative) shall give the other Members and the Company written notice thereof stating the terms of such Involuntary Transfer”) shall , the identity of the transferee or proposed transferee, the price or other consideration, if readily determinable, for which the Restricted Securities are proposed to be void unless or have been transferred and the amount and types of Restricted Securities which are the subject of such Management Member Transfer. After receipt of such notice or, failing such receipt, after it otherwise obtains actual knowledge of such a proposed or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any completed Involuntary Transfer, the Company shall have the right and option to purchase (or to have any designee purchase) all or any portion of such Interests Restricted Securities which right shall be exercisable by delivery of a notice to the transferor (or transferee following the occurrence of any Involuntary Transfer) within thirty (30) days following the later of (i) the Company’s receipt of the notice referred to in the first sentence of this Section 10.3(b) or, failing such receipt, obtaining actual knowledge of such proposed or completed Involuntary Transfer, and (ii) the date of such Involuntary Transfer, and shall expire if unexercised within such 30-day period. (c) Any purchase pursuant to this Section 12.4 10.3 shall be at the price and on the Person terms applicable to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice . If, however, the nature of the event giving rise to such Involuntary Transfer is such that no readily determinable consideration is to be paid for or assigned to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis forRestricted Securities, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, price to be paid by the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price be an amount equal to the lesser of (i) the Fair Market Value of such Interest Restricted Securities. The closing of the purchase and sale of Restricted Securities pursuant to this Section 10.3 shall be held at the respective places and on the respective dates established by the purchasers of such Restricted Securities pursuant to this Section 10.3, which shall not be less than ten (ii10) nor more than forty- five (45) days from the date on which the Company gives notice of its election to purchase (or have a designee purchase) such Restricted Securities. At such closing, the transferor of such Restricted Securities (or, its legal representative or successor) shall deliver such documents that are necessary to transfer good title to such Restricted Securities, free and clear of all Liens, to the purchaser thereof pursuant to this Section 10.3, and, concurrently with such delivery, the purchaser shall deliver to the transferor thereof the full amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. purchase price therefor in cash. (d) Notwithstanding anything to the contrarycontrary contained herein, in the event a purchase (or the payment of the purchase price in respect of such purchase) by the Company pursuant to this Section 10.3 would violate or conflict with any Involuntary Transfer statute, rule, injunction, regulation, order, judgment or decree applicable to the Company or by which it or its properties is bound or affected or would result in any breach of, or constitute a change of Override Units shall control or a default (or an event which with notice or lapse of time, or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the immediate forfeiture creation of a Lien on any of the property or assets of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, franchise or other instrument or obligation to which the Company is a party or by which any of its properties is bound or affected, the rights of the Company to purchase Restricted Securities pursuant to this Section 10.3 shall be suspended until the date which falls sixty (60) days following such time as such prohibition first lapses or is waived and no such default would be caused For the purposes of this Section 10.3 only, the date of such Override Units lapse or waiver shall be deemed the date of the Involuntary Transfer for purposes of the purchase and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect sale of Restricted Securities by the Company pursuant to such Override Unitsthis Section 10.3.

Involuntary Transfers. Any (a) In the case of any transfer of title or beneficial ownership of Interests Sunnova Securities upon default, foreclosure, forfeit, divorce, court order or otherwise otherwise, other than by a voluntary decision on the part of a Management Member or Outside Member Investor (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest), such Management Member or Outside Member Investor shall promptly (but in no event later than two (2) days after such the Involuntary Transfer) furnish written notice (the “Involuntary Transfer Notice”) to the Company indicating that the Involuntary Transfer has occurred, specifying the name and last known address, phone number, facsimile number and email address of the person to whom the shares were transferred (the “Involuntary Transferee”), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. . (b) Upon the receipt of the notice described in the preceding sentenceInvoluntary Transfer Notice, and for 60 sixty (60) days thereafter, the Company shall have the right to repurchase, and the Involuntary Transferee shall have the obligation to sell, any of the Sunnova Securities acquired by the Involuntary Transferee for a repurchase price equal to the Fair Market Value of such Sunnova Securities as of the date of the repurchase (the “Involuntary Transfer Repurchase Price” and such right, the “Involuntary Transfer Repurchase Right”). The Involuntary Transfer Repurchase Right shall be exercised by written notice (the “Involuntary Transfer Repurchase Notice”) to the Involuntary Transferee given in accordance with Section 10.4 of this Agreement on or prior to the last date on which the Involuntary Transfer Repurchase Right may be exercised by the Company. The Involuntary Transfer Repurchase Right may be exercised more than once and may be exercised with respect to some or all of the Sunnova Securities. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) In the event that the Company elects not to exercise its Involuntary Transfer Repurchase Right under Section 5.2(b) with respect to all of the Sunnova Securities, (i) the Company shall provide written notice to the ECP Investors on or at any time prior to sixtieth (60th) day after receipt of the Involuntary Transfer Notice of (A) the Company’s decision not to purchase all of the Sunnova Securities acquired by the Involuntary Transferee and (B) the number of Sunnova Securities that were not purchased by the Company and (ii) the ECP Investors, for so long as the ECP Investors collectively own 40% (or, following the ECP Investors’ satisfaction of their commitment to purchase the full number of the Additional Shares, 50%) or more of the outstanding Series A Common Stock (on a fully-diluted as-converted basis), shall have the option to purchase, and the Involuntary Transferee shall have the obligation to sell, some or all of such Sunnova Securities (but the “ECP Involuntary Transfer Repurchase Right”) at the Involuntary Transfer Repurchase Price; provided that a Board Adjustment Event has not less than alloccurred. The ECP Involuntary Transfer Repurchase Right shall be exercised by delivery of an Involuntary Transfer Repurchase Notice on or prior to the thirtieth (30th) day following receipt by the ECP Investors of the Interests acquired written notice under clause (A) above. The ECP Involuntary Transfer Repurchase Right may be exercised more than once and may be exercised with respect to some or all of the Sunnova Securities. (d) Subject to Section 5.3 below, the repurchase of Sunnova Securities pursuant to the exercise of the Involuntary Transfer Repurchase Right or ECP Involuntary Transfer Repurchase Right shall take place on a date specified by the Company or the ECP Investors, as applicable, but in no event following the later of the sixtieth (60th) day following the date of the Involuntary Transfer Repurchase Notice or the tenth (10th) day following the receipt by the Company of all necessary governmental approvals. On such date, the Involuntary Transferee shall transfer the Sunnova Securities subject to the Involuntary Transfer Repurchase Notice to the Company or the ECP Investors, as applicable, free and clear of all liens and encumbrances, by delivering the certificates representing the Sunnova Securities to be purchased, duly endorsed for transfer to the Company or the ECP Investors, as applicable, or accompanied by a stock power duly executed in blank, and the Company or the ECP Investors, as applicable, shall pay the Involuntary Transfer Repurchase Price to the Involuntary Transferee. The Involuntary Transferee shall use all commercially reasonable efforts to assist the Company or the ECP Investors, as applicable, in order to expedite all proceedings described in this Section 5.2. If the Involuntary Transferee does not transfer the Sunnova Securities to the Company as required, the Company will cancel such Sunnova Securities and deposit the funds in a non-interest bearing account and make payment upon delivery. (e) In addition to the restrictions set forth elsewhere in this Agreement, if the Company and the ECP Investors do not elect to purchase all of the Sunnova Securities pursuant to the exercise of the Involuntary Transfer Repurchase Right and the ECP Involuntary Transfer Repurchase Right, respectively, the Involuntary Transferee shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in form and substance to the Board. Upon the execution of an instrument of assumption by such Involuntary Transferee, such Involuntary Transferee shall be deemed to be a Management Investor for all purposes of this Agreement except that Article 5 shall cease to apply following such Transfer (other than Section 5.2, which shall continue to apply). If the Involuntary Transferee fails to execute an instrument of assumption in accordance with this Section 5.2(e) within thirty (30) days of receiving notice from the Company, the Company shall have the option to repurchase [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. some or all of the Sunnova Securities held by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise at any time upon notice to the Involuntary Transfer plus Transferee, and if the excess, if any, of the Carrying Value of Involuntary Transferee fails to transfer any such Interests over the amount of such indebtedness or other liability that gave rise Sunnova Securities to the Involuntary Transfer. Notwithstanding anything to Company, the contrary, any Involuntary Transfer of Override Units shall result Company will cancel such Sunnova Securities and deposit the funds in the immediate forfeiture of such Override Units a non-interest bearing account and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsmake payment upon delivery.

Involuntary Transfers. Any transfer (a) Upon the occurrence of title any event which would cause any Restricted Securities or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than Series A Preferred owned by a voluntary decision on the part of a Management Member Stockholder or Outside Member (each, by an “Additional Stockholder to be Transferred by Involuntary Transfer”, such Stockholder (or his legal representative or successor) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables (i) give the Company written notice thereof stating the terms of such Involuntary Transfer, the identity of the transferee or proposed transferee, the price or other consideration, if readily determinable, for which the securities are proposed to exercise in full its rights hereunderbe or have been Transferred and the number and type of securities which are the subject of such Transfer. Upon any After receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed or completed Involuntary Transfer, the Company shall have the right and option to purchase (or to have any designee purchase) all or (b) In the event that the Company elects not to purchase all of such Interests pursuant Restricted Securities or Series A Preferred, then the Company shall on or prior to this Section 12.4 and the Person end of such 60 day period, notify the 399 Stockholders thereof, such notice to whom such Interests have been Transferred identify the Securities not purchased by the Company (the “Involuntary Transferee”) "Subject Securities"). For a period of 30 days after receipt of such notice from the Company, the 399 Stockholders shall have the obligation irrevocable right to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of purchase any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name all of the Involuntary TransfereeSubject Securities, giving a detailed description pro rata; provided, however, that in the event any 399 Stockholder does not purchase any or all of its pro rata portion of the circumstances giving rise to, and stating the legal basis forSubject Securities, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company remaining 399 Stockholders shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, purchase such portion pro rata as among themselves until all (but not less than all) of the Interests acquired Subject Securities are purchased or until such persons do not desire to purchase any more Subject Securities. The right of the 399 Stockholders to purchase Subject Securities pursuant to this Section 2.6 shall be exercisable by delivery of a notice to the transferor (or transferee following the occurrence of any Involuntary Transfer) setting forth the maximum number of Subject Securities that such person wishes to purchase including any number which would be allocated in the event that any 399 Stockholder does not purchase all or any portion of its pro rata portion. (c) Any purchase pursuant to this Section 2.6 shall be at the price and on the terms applicable to such Involuntary Transfer. If the nature of the event giving rise to such Involuntary Transfer is such that no readily determinable consideration is to be paid for or assigned to the Transfer of the Restricted Securities or Series A Preferred, the price to be paid by the Involuntary Transferee Company (i) for a purchase price each share of Restricted Securities (other than Equity Equivalents) shall be the Fair Market Value thereof as of the date of Transfer, (ii) for each Equity Equivalent (other than options) shall be equal to the lesser of (ix) the Fair Market Value of the Common Stock with respect to which such Interest Equity Equivalent may then be exercised minus (y) the exercise price then applicable under the terms of such Equity Equivalent, (iii) for each option shall be the lower of (x) Fair Market Value of the Common Stock with respect to which such option may be exercised and (iiy) the amount exercise price with respect to such option and (iv) for each share of Series A Preferred shall be the stated value thereof. The closing of the indebtedness purchase and sale of such Restricted Securities or Series A Preferred pursuant to this Section 2.6 shall be held at the place and on the date established by the Company or the 399 Stockholders, as the case may be, which in no event shall be less than 10 nor more than 45 days from the date on which the Company or the 399 Stockholders, as the case may be, gives notice of the election to purchase such securities. At such closing, the Management Stockholder or Additional Stockholder (or, in each case, his legal representative or successor) shall deliver the certificates evidencing the Restricted Securities or Series A Preferred to be purchased by the Company or the 399 Stockholders, as the case may be, accompanied by duly endorsed in blank stock powers or duly executed instruments of transfer, and any other documents that are necessary to Transfer to the Company or the 399 Stockholders, (d) Notwithstanding anything to the contrary contained herein, in the event a purchase (or the payment of the purchase price) by the Company pursuant to this Section 2.6 would violate or conflict with any statute, rule, injunction, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any of them or their respective properties is bound or affected or would result in any breach of, or constitute a change of control or a default (or an event which with notice or lapse of time, or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the property or assets of the Company or any of its Subsidiaries pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, franchise or other liability that gave rise instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound or affected, with the prior written consent of the 399 Stockholders, the rights of the Company to purchase (or to have any designee purchase) the Restricted Securities or Series A Preferred of any Management Stockholder or Additional Stockholder shall be suspended until the date which falls 60 days following such time as such prohibition first lapses or is waived and no such default would be caused. For the purposes of this Section 2.6 only, the date of such lapse or waiver shall be deemed the date of the Involuntary Transfer plus for purposes of the excesspurchase and sale of Restricted Securities or Series A Preferred pursuant to this Section 2.6. The Company shall use its reasonable efforts to obtain a waiver of any such prohibition, but shall not be obligated to incur any additional interest or other costs or charges or to make any prepayment with respect to any indebtedness in connection with such efforts. (e) Notwithstanding anything to the contrary contained in this Section 2.6, any event giving rise to an Involuntary Transfer which is also subject to the provisions of Article IV shall be governed by the provisions of Article IV. (f) All unvested options, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any shall automatically terminate upon an Involuntary Transfer of Override Units shall result unless otherwise provided in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsapplicable option grant.

Involuntary Transfers. Any (a) In the case of any transfer of title or beneficial ownership of Interests Restricted Shares upon default, foreclosure, forfeit, divorce, court order or otherwise otherwise, other than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer), the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such the Involuntary Transfer) furnish written notice (the “Involuntary Transfer Notice”) to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom the shares were transferred (the “Involuntary Transferee”), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. ; notwithstanding the foregoing, an Involuntary Transfer shall not include a Transfer (i) upon a Management Stockholder’s death, to the Management Stockholder’s executors, administrators, testamentary trustees, legatees and beneficiaries or (ii) upon dissolution or pursuant to any other distribution (without the payment of consideration other than redemption of an interest therein) by a Permitted Transferee which is an entity, to its beneficiaries, partners, members or other beneficial owners. (b) Upon the receipt of the notice described in the preceding sentenceInvoluntary Transfer Notice, and for 60 days thereafter, the Company shall have the right to purchaserepurchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Restricted Shares acquired by the Involuntary Transferee for a purchase repurchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount shares of Common Stock as of the indebtedness date of the Involuntary Transfer (the “Involuntary Transfer Repurchase Price” and such right, the “Involuntary Transfer Repurchase Right”). The Involuntary Transfer Repurchase Right shall be exercised by written notice (the “Involuntary Transfer Repurchase Notice”) to the Involuntary Transferee given in accordance with Section 12(f) of this Agreement on or other liability that gave rise prior to the last date on which the Involuntary Transfer Repurchase Right may be exercised by the Company. (c) Subject to Section 5 below, the repurchase of Restricted Shares pursuant to the exercise of the Involuntary Transfer Repurchase Right shall take place on a date specified by the Company, but in no event following the later of the 60th day following the date of the date of the Involuntary Transfer Repurchase Notice or the 10th day following the receipt by the Company of all necessary governmental approvals. On such date, the Involuntary Transferee shall transfer the Restricted Shares subject to the Involuntary Transfer plus Repurchase Notice to the excessCompany, if anyfree and clear of all liens and encumbrances, of by delivering to the Carrying Value of such Interests over Company the amount of such indebtedness certificates representing the Restricted Shares to be purchased, duly endorsed for transfer to the Company or other liability that gave rise accompanied by a stock power duly executed in blank, and the Company shall pay to the Involuntary TransferTransferee the Involuntary Transfer Repurchase Price. Notwithstanding anything The Involuntary Transferee and the Management Stockholder shall use all commercially reasonable efforts to assist the Company in order to expedite all proceedings described in this Section 4. If the Involuntary Transferee does not transfer the Restricted Shares to the contraryCompany as required, any Involuntary Transfer of Override Units shall result the Company will cancel such Restricted Shares and deposit the funds in the immediate forfeiture of such Override Units a non-interest bearing account and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsmake payment upon delivery.

Involuntary Transfers. Any (i) Each Stockholder shall notify the Company and the ROFR Parties upon the occurrence of an Involuntary Transfer (as defined below) of any Equity Securities (including Involuntary Transfers of a beneficial interest of any beneficial owner) (an “Involuntary Transfer Notice”). If an Involuntary Transfer of any of the Equity Securities owned by any Stockholder or Warrantholder shall occur, such Equity Securities (the “Transferred Securities”) shall remain subject to all the terms of this Agreement and the Company and the ROFR Parties shall have the same rights of first refusal under this Section 1 with respect thereto, as if the Involuntary Transfer had been a proposed voluntary transfer by such Stockholder or Warrantholder, except that: (1) the periods within which such rights must be exercised shall run from the date the Involuntary Transfer Notice is received from the Stockholder or its legal representatives with respect to which such Involuntary Transfer has occurred; and (2) such rights shall be exercised by notice to the Involuntary Transferee rather than to the Stockholder with respect to which such Involuntary Transfer has occurred, and the rights and obligations of the Selling Stockholder set forth in Sections 1(a)–(f) above shall apply to such Involuntary Transferee. (ii) The purchase price of Transferred Securities shall be the lesser of the fair market value of the Transferred Securities on the date of such Involuntary Transfer or on the date of the relevant Involuntary Transfer Notice, such fair market value to be determined by the Board of Directors of the Company in good faith. (iii) In the event that the provisions of this Section 1(g) shall be held to be unenforceable with respect to any particular Involuntary Transfer of Equity Securities, such Equity Securities shall remain subject to all the terms of this Agreement and the Company and the ROFR Parties shall have the same right of first refusal as set forth in Sections 1(a)–(g) hereof if the Involuntary Transferee subsequently obtains a bona fide offer in writing from unaffiliated third parties to transfer such Transferred Securities. (iv) For purposes of this Section 1(g), “Involuntary Transfer” shall mean any transfer, proceeding or action (other than to a Permitted Transferee) by or in which a Stockholder shall be deprived or divested of any right, title or beneficial ownership interest in or to any Equity Securities, including, without limitation, (1) any seizure under levy of Interests attachment or execution, (2) any foreclosure upon defaulta pledge of such Equity Securities or such Equity Securities themselves, foreclosure, forfeit, divorce, court order or otherwise than by (3) any transfer in connection with bankruptcy (whether pursuant to the filing of a voluntary decision on or an involuntary petition under the part Federal Bankruptcy Code of 1978, or any modifications or revisions thereto or any similar state laws) or other court proceeding to a Management Member debtor in possession, trustee in bankruptcy or Outside Member receiver or other officer or agency, or (each4) any transfer to a state or to a public officer or agency pursuant to any statute pertaining to escheat or abandoned property. For the avoidance of doubt, any transfer to a Stockholder’s spouse or domestic partner as a result of the termination of the marital relationship of the Stockholder and the Stockholder’s spouse shall not be deemed an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) ” shall have the obligation a correlative meaning to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such “Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.”

Involuntary Transfers. Any 9.1 If an Involuntary Transfer of any of the Shares owned by one of the Shareholders shall occur (whether pursuant to (a) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (b) distraint, levy, execution or otherwise), the other Shareholders and the Company shall have the same rights of first refusal with respect thereto (the “Transferred Shares”) as if the Involuntary Transfer had been a proposed voluntary transfer by such Shareholder, governed by Section 6.2(b), except that: (i) the periods within which such rights must be exercised shall run from the earlier of title or beneficial ownership the date upon which written notice of Interests upon defaultthe Involuntary Transfer is received by the Company, foreclosure, forfeit, divorce, court order or otherwise (ii) such rights shall be exercised by notice to the involuntary transferee rather than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Shareholder who suffered the Involuntary Transfer”, and (iii) the purchase price per share of the Transferred Shares shall be void unless the “book value” thereof as determined by the independent certified public accountants of the Company, and as of the last day of the month in which the notice of the Involuntary Transfer is received by the Company. This determination of the purchase price per share shall be final and binding upon all the Parties hereto and the involuntary transferee. The fees of such Management Member or Outside Member complies with valuation firm shall be split equally by the Company and the involuntary transferee. The closing of any purchase under this Section 12.4 shall be held at such time and enables place as the Parties to the transaction may mutually agree upon. At such closing, the involuntary transferee shall deliver certificates representing the Transferred Shares being purchased by the Company, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, and such Transferred Shares shall be free and clear of any liens, claims, options, charges, encumbrances or rights of others arising through the action or inaction of the involuntary transferee and the involuntary transferee shall so represent and warrant, and shall further represent and warrant that he has the authority to transfer such Transferred Shares. The Company may deliver a Note, with terms as set forth in Section 6.2(b)(iii), to exercise in full its rights hereunderthe involuntary transferee evidencing the purchase price for such Transferred Shares. Upon At such closing, all parties to the transaction shall execute such additional documents as may be reasonably requested by the Company. 9.2 In the event that the provisions of this Section shall be held to be unenforceable with respect to any particular Involuntary TransferTransfer of Shares, the Company shall have a right of first refusal if the right involuntary transferee subsequently obtains a bona fide offer for and desires to purchase transfer such Interests pursuant Shares, in which event the involuntary transferee shall be deemed to this be the selling Shareholder under Section 12.4 6.2(b) and shall be bound by the other provisions of that Section and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with related provisions of this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsAgreement.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests shares of Stock to any Person that is not the Company upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member any Stockholder, other than any transfer upon death (each, an “Involuntary Transfer”) ), shall be void unless such Management Member Stockholder (or Outside Member such Stockholder’s trustee or other designee) and transferee (the “Involuntary Transferee”) complies with this Section 12.4 1.4 and enables the Company and the other Stockholders to exercise in full its their rights hereunder. Upon any Involuntary Transfer, the Company shall have the first right, and then other Stockholders shall have the second right to purchase such Interests shares pursuant to this Section 12.4 1.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) Transferee shall have the obligation to sell such Interests shares in accordance with this Section 12.41.4. Upon the Involuntary Transfer of any Interestshares of Stock, such Management Member transferring Stockholder (or Outside Member such trustee or other designee) shall promptly (but in no event later than two five days after such Involuntary Transfer) furnish written notice to the Company Company, who shall then provide such notice to the other Stockholders indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 sixty (60) days thereafter, the Company shall have the right first right, exercisable for thirty (30) days and other Stockholders shall have the second right, exercisable for the next thirty (30) days, to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) shares of Stock. If more than one Stockholder desires to so purchase, then each such Stockholder shall purchase such number of shares as is equal to the amount same proportion of Stock owned by each such Stockholder to the total number of shares of Stock owned by all such Stockholders desiring to purchase such Stock. The closing of the indebtedness or other liability that gave rise purchase and sale hereunder shall take place virtually on a date designated by the Board on at least ten (10) days notice to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitseach applicable party.

Involuntary Transfers. Any transfer (a) Upon any Transfer hereafter of title a Member’s Interest due to bankruptcy, or beneficial ownership other insolvency, involuntary dissolution or liquidation of Interests upon defaulta Member, foreclosure, forfeit, divorce, court order or otherwise than foreclosure or other exercise of any remedies by a voluntary decision on party holding a security interest in the part Interest of a Management Member or Outside Member (each, an “Involuntary Transfer”), or upon the occurrence of a “Bankruptcy Event” with respect to any Member, neither such Member nor any Transferee of a Member’s Interest as a result of an Involuntary Transfer or a Bankruptcy Event shall thereafter be entitled to exercise any rights of a Member, nor shall either thereby or thereafter be entitled to any Interest in the Company other than such rights as such Member may have held, immediately prior to the occurrence of the Involuntary Transfer or Bankruptcy Event, in the Profits, Losses and/or capital of the Company. A Transferee by Involuntary Transfer of a Member’s Interest or a result of a Bankruptcy Event shall not become a Substitute Member unless the remaining Member consents. Subject to subsection (c) below, the Company may elect to purchase the Interest which is the subject of an Involuntary Transfer or which is held by a Member that has suffered the occurrence of a Bankruptcy Event. Upon such election by the Company, the holder of such Interest shall transfer such Interest to the Company free and clear of all liens and encumbrances and shall be void unless entitled to receive an amount equal to the fair market value of such Management Interest. The amount thus to be paid by the Company shall be paid in full in cash within sixty (60) days of the Company’s election to acquire such Interest. The Member whose Interest was the subject of the Involuntary Transfer or who suffered the occurrence of the Bankruptcy Event shall remain fully liable to the Company for all such Member’s outstanding debts, obligations and liabilities to the Company incurred while it was a Member. (i) For the purposes of calculating the amount to be paid pursuant to the preceding sub-paragraph, “fair market value” as used therein shall be the amount that would be paid for the Interest in the Company as a going concern (taking into consideration the effects of the Involuntary Transfer or Bankruptcy Event), on a consolidated basis, by a willing buyer to a willing seller; provided, however, notwithstanding anything herein to the contrary, the entire negative effect of the Involuntary Transfer or Bankruptcy on the fair market value of the Company shall be charged to the Interest being valued. The Member who has suffered the Bankruptcy Event or the Transferee whose Interest is the subject of the Involuntary Transfer, as the case may be, and the remaining Member may mutually agree as to the fair market value of the Interest in question. If such Member or Outside Transferee and the remaining Member complies are unable to agree on such fair market value within fifteen (15) days of the remaining Member’s election to purchase the subject Interest, then fair market value shall be determined pursuant to Section 9.4(b)(ii) by two independent qualified appraisers, one to be appointed by the Member or Transferee and one to be appointed by the remaining Member. (ii) The two independent appraisers shall be appointed within fifteen (15) days after receipt by such Member or Transferee of written notice from the remaining Member of its decision to determine fair market value by appraisal. If either side fails to appoint an appraiser within such period, then its right to do so shall lapse and the appraisal made by the one independent appraiser who is timely appointed shall be the fair market value. If two appraisals are made, and if the two appraised values differ by less than 15% of the higher appraised value, fair market value shall be the average of the two appraisals, and if the two appraised values differ by more than 15% of the higher appraised value, the two appraisers shall jointly select a third appraiser and, the fair market value shall be the average of the two of the three appraisals that are closest together in amount. All appraisals shall be made within sixty (60) days of appointment of an appraiser, and written notice of the results of such appraisals shall be given to all parties within such 30-day period. The fair market value of the Company shall be determined in its entirety as a going concern, with such Member or Transferee receiving a proportionate part of such total value based upon its Percentage Interest; provided, however, notwithstanding anything herein to the contrary, the entire negative effect of the Involuntary Transfer or Bankruptcy on the fair market value of the Company shall be charged to the Interest of such Member or Transferee whose Interest is being purchased. In making any appraisal hereunder, all debts and liabilities shall be taken into account. Each party shall pay the fees of the appraiser selected by it, and each side shall share evenly the fees of the third appraiser, if any. (c) Notwithstanding anything in this Section 12.4 and enables 9.4 to the Company to exercise in full its rights hereunder. Upon any Involuntary Transfercontrary, the Company shall have the right right, without liability, to rescind its election to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (Interest which is the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the subject of an Involuntary Transfer or which is held by a Member that has suffered the occurrence of a Bankruptcy Event at any Interest, such Management Member or Outside Member shall promptly time within fifteen (but in no event later than two 15) days after such Involuntary Transfer) furnish written notice to the fair market value of the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transferbeen determined. Notwithstanding anything in this Agreement to the contrary, any Involuntary Transfer of Override Units all decisions by the Company that are contemplated by this Section 9.4 shall result in the immediate forfeiture of such Override Units and be made without any compensation therefor, and such Involuntary Transferee shall have no rights with respect participation by the Member who has suffered the Bankruptcy Event of by any Manager subject to such Override Unitsits appointment.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside the Member complies with this Section 12.4 12.6 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 12.6 and the Person person or entity to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.412.6. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by (i) In the event that prior to the Cut-Off Date a Seller: (1) files a voluntary decision on petition under any bankruptcy or insolvency law or a petition for the part appointment of a Management Member receiver, or Outside Member makes an assignment for the benefit of creditors; (each2) is subjected involuntarily to such petition or assignment or to an attachment or other legal or equitable interest with respect to any of such Seller’s Common Stock and such involuntary petition, assignment or attachment is not discharged within ninety (90) days after its effective date; or (3) is subjected to any other involuntary Transfer of any of such Seller’s Common Stock by legal process, including, without limitation, a Transfer pursuant to a divorce decree, then such Seller shall notify Purchasers in writing (an “Involuntary TransferTransfer Notice”) of such event and shall be void unless disclose the terms and conditions of the involuntary Transfer or potential involuntary Transfer of such Management Member Seller’s Shares. Each Purchaser shall then have the option (the “Involuntary Transfer Purchase Option”), exercisable by giving written notice (the “Involuntary Transfer Purchase Option Exercise Notice”) to such Seller within thirty (30) days of Purchasers’ receipt of the Involuntary Transfer Notice, to elect to purchase one-third of the shares of Common Stock that are subject to the involuntary Transfer or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company potential involuntary Transfer (it being acknowledged that each Purchaser shall have the right option to purchase one-third of such Interests shares, meaning that Purchasers shall collectively have the option to purchase all of such shares). The closing of any purchase and sale of Common Stock pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”4(b)(i) shall take place at a mutually agreeable location no more than ninety (90) days after a Purchaser’s delivery of his Involuntary Transfer Purchase Option Exercise Notice. Purchasers understand and agree that Sellers shall have the no obligation to sell such Interests in accordance with under this Section 12.4. Upon the Involuntary Transfer of any Interest4(b)(i) that would contravene applicable law or regulation, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and including without limitation bankruptcy laws. (ii) The per share purchase price payable by Purchasers for each share of Common Stock purchased pursuant to this Section 4(b) shall be the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsPurchase Price.

Involuntary Transfers. Any Prior to the Registration Date, any transfer of title or beneficial ownership of Interests shares of Common Stock (including any of the Restricted Shares) upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member TreeHouse Investor (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member the TreeHouse Investor complies with this Section 12.4 9.2 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 9.2 and the Person person or entity to whom such Interests shares have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests shares in accordance with this Section 12.49.2. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member TreeHouse Investor shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value then fair market value of such Interest shares of Common Stock as determined in accordance with Section 4.4(c), and (ii) the amount cost of the indebtedness or other liability that gave rise such shares of Common Stock to the Involuntary Transfer plus TreeHouse Investor who originally acquired such shares, provided that the excess, if any, of the Carrying Value of such Interests purchase price so determined over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything Transfer shall be paid directly to the contrary, any TreeHouse Investor and not to the Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsTransferee.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than In the event that the Securities owned by a voluntary decision on the part of a any Management Member or Outside Member (each, an “Involuntary Transfer”) Investor shall be void unless subject to sale or other Transfer (the date of such sale or transfer shall hereinafter be referred to as the "Transfer Date") on or prior to the fifth anniversary of the Recapitalization Date by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Member or Outside Member complies with this Section 12.4 and enables Investor shall give the Company to exercise in full its rights hereunder. Upon any Involuntary written notice thereof promptly upon the occurrence of such event stating the terms of such proposed Transfer, the identity of the proposed transferee, the price or other consideration, if readily determinable, for which the Securities are proposed to be transferred, and the number of shares of Common Stock and Preferred Stock to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or a designee selected by a majority of the non-employee members of the Board of Directors of the Company, shall have the right and option to purchase all, but not less than all of such Interests Securities which right shall be exercised by written notice given by the Company to such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 12.4 6.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Securities, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable hereunder had the Management Investor incurred a Termination Date as of the date of such proposed Transfer for the Securities. The closing of the purchase and sale of Securities shall be held at the place and the Person date to whom such Interests have been Transferred (be established by the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any InterestCompany, such Management Member or Outside Member shall promptly (but which in no event later shall be less than two 10 or more than 60 days after such Involuntary Transfer) furnish written notice to from the date on which the Company indicating that the Involuntary Transfer has occurred, specifying the name gives notice of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right its election to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.the

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon defaultA. In the event that any Member, foreclosureholding less than a majority interest in the Company (the “Withdrawing Member”) is subject to: a dissolution, forfeitBankruptcy, divorcedeath, court order or otherwise than by a voluntary decision on the part Disability, Transfer of a Management Member's interest pursuant to a divorce or separation or is no longer enrolled to practice before the Internal Revenue Service as an Enrolled Agent or licensed by the State of Vermont as a Certified Public Accountant or ceases employment with the Company, (the “Governing Event”), then no Person who succeeds to such Member's rights shall become a sub­stituted Member or Outside Member (each, an “Involuntary Transfer”) but such Person shall be void unless entitled to receive the distributions and allocations to which such Management Member would have been entitled and shall have the same rights, subject to the same limitations, as such Member would have had to assign or Outside Member complies Transfer its Interest in the Company. As stated above, all members must be currently enrolled to practice before the Internal Revenue Service as an Enrolled Agent or licensed by the State of Vermont as a Certified Public Accountant. Failure to comply with this Section 12.4 requirement shall subject the member to dismissal as a Member and enables then such Member will be subject to the Company terms of this section. B. In the event of a Governing Event with respect to exercise in full its rights hereunder. Upon any Involuntary Transfersuch minority ownership Member, the Company (the party purchasing the interest hereinafter called “Purchaser”) may elect to purchase all of the Interest of the Withdrawing Member in the Company at a price equal to its fair market value as of the date of the Governing Event (the “Valuation Date”) as determined in Section 7.02.C. Such purchase price shall be paid to the Withdrawing Member in cash, or as provided in Section 7.02.E, or upon such other terms as may be agreed upon by the parties. The Withdrawing Member shall notify the Company in writing within five (5) days after the occurrence of a Governing Event. The Purchaser shall notify the Withdrawing Member of its election to purchase the Option Interest within forty-five (45) days of receiving notice of the Governing Event. The option to purchase shall be to purchase not less than all the Option Interest. The decision to purchase the Option Interest by the Company shall be made by the Manager. C. Unless the Withdrawing Member and the Purchaser shall have agreed otherwise, the purchase price of the Withdrawing Member's Interest in the Company shall equal (i) the balance of the Withdrawing Member’s Capital Account as of the Valuation Date plus (ii) the earnings of the Company before interest, taxes, depreciation and amortization for the six months following the Valuation Date multiplied by the Withdrawing Member’s Percentage Interest. Such evaluation shall be by a third party chosen by the Withdrawing Member and the Purchaser. If the Parties are unable to agree on a single evaluator within fifteen (15) days from the commencement of any such evaluation, each Party shall select an evaluator and the two (2) evaluators shall mutually select a third evaluator to perform such evaluation. D. The closing of the purchase shall take place at the office of the Company within 60 days after the determination of the purchase price. E. On the election of the Purchaser, the Purchase Price may be paid in full by certified check or at the option of the Purchaser in the following manner: the purchase price shall be paid in cash in eight (8) equal consecutive quarterly installments, with the first installment due on the date of closing, together with interest on the then unpaid balance at the higher of three percent (3%) per annum or an annual interest rate equal to the blended Applicable Federal Rate (“AFR”). The unpaid purchase price shall be evidenced by a promissory note which shall be secured by the entire Option Interest of the Withdrawing Member. The Purchaser shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of prepay any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name all of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a unpaid purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitspenalty.

Involuntary Transfers. Any In the event that the Securities owned by any --------------------- Management Investor shall be subject to sale or other Transfer (the date of such sale or transfer shall hereinafter be referred to as the "Transfer Date") prior to the fifth anniversary of title the Closing Date by reason of (i) bankruptcy or beneficial ownership insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, executive or other involuntary Transfer, then such Management Investor shall give the Company written notice thereof promptly upon the occurrence of Interests upon defaultsuch event stating the terms of such proposed Transfer, foreclosurethe identity of the proposed transferee, forfeitthe price or other consideration, divorceif readily determinable, court order for which the Securities are proposed to be transferred, and the number of shares of Common Stock to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or otherwise than a designee selected by a voluntary decision on majority of the part non-employee members of a Management Member or Outside Member (eachthe Board of Directors of the Company, an “Involuntary Transfer”) shall have the right and option to purchase all, but not less than all of such Securities which right shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables exercised by written notice given by the Company to exercise such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 6.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Securities, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable hereunder had the Management Investor incurred a Termination Date as of the date of such proposed Transfer for the Securities. The closing of the purchase and sale of Securities shall be held at the place and the date to be established by the Company, which in full no event shall be less than 10 or more than 60 days from the date on which the Company gives notice of its rights hereunderelection to purchase the Securities. Upon At such closing, the Management Investor shall deliver the certificates evidencing the number of shares of Common Stock to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any Involuntary Transferother documents that are necessary to transfer to the Company good title to such of the securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice deliver to the Company indicating that Management Investor the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. Any transfer of title In the event that the Shares or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than Options owned by a voluntary decision on the part of a any Management Member or Outside Member (each, an “Involuntary Transfer”) Stockholder shall be void unless subject to sale or other transfer (the date of such sale or transfer shall hereinafter be referred to as the "Transfer Date") prior to the third anniversary of the Applicable Closing Date by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary transfer, then such Management Member or Outside Member complies with this Section 12.4 and enables Stockholder shall give the Company to exercise in full its rights hereunder. Upon any Involuntary Transferwritten notice thereof promptly upon the occurrence of such event stating the terms of such proposed transfer, the identity of the proposed transferee, the price or other consideration, if readily determinable, for which the Shares or Options are proposed to be transferred, and the number of Shares or Options to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed transfer, the Company, or if the Company is prohibited by law or has insufficient funds to elect such purchase, the other Stockholders, shall have the right and option to purchase all, but not less than all of such Interests Shares or Options which right shall be exercised by written notice given by the Company or other Stockholders, as applicable, to such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed transfer; PROVIDED, HOWEVER, that if the Company is unable to purchase Shares or Options hereby, it shall give prompt notice of such fact to the other Stockholders; and PROVIDED, FURTHER, if, in accordance with this sentence, the other Stockholders elect to purchase more Shares or Options than the amount such Management Stockholder owns, the Stockholders so electing shall purchase the Shares or Options PRO RATA in accordance with the number of Shares owned by such Stockholders. Any purchase pursuant to this Section 12.4 7(d) shall be at the price and on the terms applicable to such proposed transfer. If the nature of the event giving rise to such involuntary transfer is such that no readily determinable consideration is to be paid for the transfer of the Shares or Options, the price to be paid by the Company or the other Stockholders, as applicable, shall be the Option Purchase Price that would have been applicable hereunder had the Management Stockholder incurred a Termination Date as of the date of such proposed transfer for the Shares. The closing of the purchase and sale of Shares or Options shall be held at the place and the Person date to whom such Interests have been Transferred (be established by the “Involuntary Transferee”) shall have Company or the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interestother Stockholders, such Management Member or Outside Member shall promptly (but as applicable, which in no event later shall be less than two 10 or more than 30 days after from the date on which the Company or the other Stockholders, as applicable, give notice of its election to purchase Shares or Options. At such Involuntary Transfer) furnish written notice closing, the Management Stockholder shall deliver certificates evidencing the number of shares of Stock to be purchased by the Company or the other Stockholders, as applicable, accompanied by stock or bond powers, as the case may be, duly endorsed in blank or duly executed instruments of transfer, in either case with the signature guaranteed by a member firm of the New York Stock Exchange, Inc. or a commercial bank or trust company organized under the laws of the United States or any state thereof, and any other documents that are necessary to transfer to the Company indicating that or the Involuntary Transfer has occurredother Stockholders, specifying the name as applicable, good title to such of the Involuntary Transfereesecurities to be transferred, giving a detailed description free and clear of the circumstances giving rise toall pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafterconcurrently with such delivery, the Company or the other Stockholders, as applicable, shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal deliver to the lesser of (i) Management Stockholder the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests shares of Company Stock, other than an Excluded Transfer, upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 and 6.4 or, if the Person Company fails to whom exercise such Interests have been Transferred right, the Kelso Group (or its designees, which designees shall become parties hxxxxx in accordance with the “Involuntary Transferee”terms hereof) shall have the obligation to sell such Interests in accordance with this Section 12.4right. Upon the Involuntary Transfer of any Interestshares of Company Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company and the Kelso Group indicating that the Involuntary Transfer has occurred, specifying spxxxxxing the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company (or its designee(s)) shall have the right (and in the event the Company fails to exercise such right within such 30 day period then, until the later of (i) five days from the end of such 30 day period and (ii) 10 days from the day the Kelso Group receives notification from the Company that it is declinixx xx exercise such right, the Kelso Group (and its designee(s)) shall have the right) to purchase, and the xxx xhe Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Company Stock acquired by the Involuntary Transferee for a purchase price equal to (subject to the following paragraph) the lesser of (i) the Fair Market Value of such Interest shares of Company Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Company Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the Board may, for good cause shown by the Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Company Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee shall have no rights with respect to such Override Unitsamount.

Involuntary Transfers. Any transfer (a) Participant shall notify the Company and the Aurora Entities promptly upon the occurrence of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) . If an Involuntary Transfer of any of the Purchased Shares owned by Participant shall be void unless such Management Member or Outside Member complies with this Section 12.4 occur, the Aurora Entities and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this same rights of first refusal under Section 12.4 and the Person to whom such Interests have been Transferred 5.2 above with respect thereto (the “Involuntary Transferee”"Transferred Shares") shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon as if the Involuntary Transfer had been a proposed voluntary Transfer by Participant, except that: (i) the periods within which such rights must be exercised shall run from the date notice of any Interest, the Involuntary Transfer is received from Participant or its legal representatives with respect to which such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying ; (ii) such rights shall be exercised by notice to the name of involuntary transferee rather than to Participant with respect to which such Involuntary Transfer has occurred; and (iii) the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) any Transferred Shares shall be the Fair Market Value of such Interest and (ii) Transferred Shares on the amount date that the rights of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights first refusal provided by this Section 5.3 are exercised with respect to such Override UnitsTransferred Shares. (b) At the closing of any purchase of Transferred Shares, the involuntary transferee shall deliver certificates representing the Transferred Shares being purchased by the relevant Aurora Entity or the Company, as the case may be, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, and such Transferred Shares shall be free and clear of any and all Liens arising through the action or inaction of the involuntary transferee (other than those arising under this Agreement) and the involuntary transferee shall represent and warrant to such effect and to the effect that such involuntary transferee is the beneficial owner of such Shares. The Person making such purchase shall deliver at closing, by a certified or bank check, payment in full of the purchase price, for the Transferred Shares being purchased by such Person. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate. (c) In the event that the provisions of this Section 5.3 shall be held to be unenforceable with respect to any particular Involuntary Transfer of Purchased Shares, the Aurora Entities and the Company shall have a right of first refusal as set forth in Section 5.2 hereof if the involuntary transferee subsequently obtains a Bona Fide Offer for and desires to Transfer such Purchased Shares.

Involuntary Transfers. Any transfer (a) In the case of any Transfer of title or beneficial ownership of Interests any Equity Securities of a Non-Apollo Holder upon default, foreclosure, forfeit, divorce, court order or otherwise otherwise, other than by a voluntary decision on the part of a Management Member or Outside Member Non-Apollo Holder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer), the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member Non-Apollo Holder shall promptly (but in no event later than two (2) days after such Involuntary Transfer) furnish written notice to the Company (the “Involuntary Transfer Notice”) indicating that the an Involuntary Transfer has occurred, specifying the name of the Person to whom the Equity Securities were Transferred (the “Involuntary Transferee”), giving and providing a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon . (b) For sixty (60) days following the receipt of the notice described in Involuntary Transfer Notice (the preceding sentence, and for 60 days thereafter“Involuntary Repurchase Period”), the Company shall have the right to purchaserepurchase (the “Involuntary Transfer Repurchase Right”), and the Involuntary Transferee shall have the obligation be obliged to sell, all (but not less than all) of the Interests Equity Securities acquired by the Involuntary Transferee for (the “Involuntary Transfer Shares”) at a purchase repurchase price equal to the lesser “fair market value” (as determined in accordance with Section 4.1(e)) of such Involuntary Transfer Shares as of the date of the Involuntary Transfer (the “Involuntary Transfer Repurchase Price”). The Involuntary Transfer Repurchase Right shall be exercised by written notice (the “Involuntary Transfer Repurchase Notice”) delivered by the Company to the Involuntary Transferee on or prior to the expiry of the Involuntary Repurchase Period. (c) Subject to Section 4.3, the repurchase of the Involuntary Transfer Shares by the Company, pursuant to the exercise of its Involuntary Transfer Repurchase Right, shall take place on a date specified by the Company, but in no event following the later of: (i) the Fair Market Value expiry of such Interest and the Involuntary Repurchase Period, or (ii) the amount 10th day following the receipt by the Company of the indebtedness all necessary governmental or other liability that gave rise to approvals. At such closing, the Involuntary Transferee shall transfer the Involuntary Transfer plus Shares to the excessCompany, if anyfree and clear of all liens, encumbrances and adverse claims, by delivering to the Company the share certificates representing the Involuntary Transfer Shares, duly endorsed for transfer to the Company or accompanied by a stock power duly executed in blank, in exchange for the Involuntary Transfer Repurchase Price. The Involuntary Transferee and the Non-Apollo Holder shall assist the Company in expediting the exercise of its Involuntary Transfer Repurchase Right, including executing and delivering such other documents and taking such other actions to give effect to the foregoing. If the Involuntary Transferee does not transfer the Involuntary Transfer Shares to the Company in accordance with this Section 4.2, the Company will cancel such Involuntary Transfer Shares and deposit the Involuntary Transfer Repurchase Price in a non-interest bearing account and make payment of the Carrying Value Involuntary Transfer Repurchase Price upon delivery of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsShares.

Involuntary Transfers. Any transfer (a) If a Shareholder has any notice or knowledge of title any attempted, impending, or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the completed Involuntary Transfer (other than an Involuntary Transfer subject to Article 6 of this Agreement) of any Interestof her or his Shares, such Management Member whether by operation of law or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish otherwise, she or he must give immediate written notice to the Company indicating that the Involuntary Transfer has occurred, Corporation specifying the name number of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability Shares that gave rise are subject to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness and all pertinent information in her or other liability that gave rise his possession relating to the Involuntary Transfer. If any Shares are ever subject to an Involuntary Transfer (other than pursuant to Article 6 of this Agreement), the Corporation will, at all times thereafter, have the immediate and continuing option by notice to the owner of the Shares within six months after the date the Corporation first learns or has notice of the Involuntary Transfer, to purchase all the Shares for a purchase price per Share determined pursuant to section 7.1 below to be payable in accordance with section 7.2(b). (b) If the Corporation does not exercise the option during the six-month period or does not choose to purchase all Shares subject to the Involuntary Transfer, any Shareholder whose Shares are not subject to the Involuntary Transfer has an identical option for thirty days following the six-month period. If more than one Shareholder exercises the option, each Shareholder is entitled to purchase that portion of the Shares equal to a percentage determined by dividing the number of Shares owned by the Shareholder by the number of Shares owned by all Shareholders who exercise the option. To the extent that the Shares subject to the Involuntary Transfer are not purchased by the Shareholders, the Corporation’s option contained in section 5.1(a) will continue with respect to those Shares. (c) Notwithstanding anything to the contrarycontrary contained in this Agreement, the Corporation has no obligation to recognize on its books or for any other purposes any Involuntary Transfer of Override Units shall result any Shares unless and until (1) the transferee of the Shares pursuant to the Involuntary Transfer has offered all the Shares for sale to the Corporation and the Other Shareholders, as applicable, at the price per Share determined pursuant to section 7.1 to be payable in the immediate forfeiture of such Override Units and without any compensation thereforaccordance with section 7.2(b), and such (2) the transferee of the Shares pursuant to the Involuntary Transferee shall have no rights Transfer becomes a party to this Agreement in accordance with respect to such Override Unitsthe provisions of section 3.2 above.

Involuntary Transfers. Any Prior to the Registration Date, any transfer of title or beneficial ownership of Interests shares of Common Stock (including any of the Restricted Shares) upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member TreeHouse Investor (each, an “Involuntary Transfer”"INVOLUNTARY TRANSFER") shall be void unless such Management Member or Outside Member the TreeHouse Investor complies with this Section 12.4 9.2 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 9.2 and the Person person or entity to whom such Interests shares have been Transferred (the “Involuntary Transferee”"INVOLUNTARY TRANSFEREE") shall have the obligation to sell such Interests shares in accordance with this Section 12.49.2. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member TreeHouse Investor shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value then fair market value of such Interest shares of Common Stock as determined in accordance with Section 4.4(c), and (ii) the amount cost of the indebtedness or other liability that gave rise such shares of Common Stock to the Involuntary Transfer plus TreeHouse Investor who originally acquired such shares, provided that the excess, if any, of the Carrying Value of such Interests purchase price so determined over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything Transfer shall be paid directly to the contrary, any TreeHouse Investor and not to the Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsTransferee.

Involuntary Transfers. Any So long as the Company has not consummated a Public Offering, in the event Incentive Securities owned by any Management Investor shall be subject to sale or other Transfer (the date of such sale or transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on shall hereinafter be referred to as the part of a Management Member or Outside Member (each, an “Involuntary TransferTransfer Date”) shall be void unless prior to the fifth anniversary of the applicable Closing Date by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Member or Outside Member complies with this Section 12.4 and enables Investor shall give the Company to exercise in full its rights hereunder. Upon any Involuntary written notice thereof promptly upon the occurrence of such event stating the terms of such proposed Transfer, the identity of the proposed transferee, the price or other consideration, if readily determinable, for which the shares of Common Stock are proposed to be transferred, and the Incentive Securities to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, shall have the right and option to purchase all, but not less than all of such Interests Incentive Securities which right shall be exercised by written notice given by the Company to such proposed transferor within 90 days following the Company’s receipt of such notice or, failing such receipt, the Company’s obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 12.4 3.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Incentive Securities, the price to be paid by the Company shall be the Option Purchase Price. The closing of the purchase and sale of the Incentive Securities shall be held at the place and the Person date to whom such Interests have been Transferred (be established by the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any InterestCompany, such Management Member or Outside Member shall promptly (but which in no event later shall be less than two 10 or more than 60 days after from the date on which the Company gives notice of its election to purchase the Securities. At such Involuntary Transfer) furnish written notice closing, the Management Investor shall deliver the certificates evidencing the Incentive Securities to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company indicating that the Involuntary Transfer has occurred, specifying the name good title to such of the Involuntary TransfereeIncentive Securities to be transferred, giving a detailed description free and clear of the circumstances giving rise toall pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, concurrently with such delivery the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal deliver to the lesser of (i) Management Investor the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Incentive Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier’s check.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests shares of Capital Stock upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member the Stockholder complies with this Section 12.4 1.3 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 1.3, and the Person to whom such Interests shares have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests shares in accordance with this Section 12.41.3. Upon the Involuntary Transfer of any Interestshares of Capital Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Capital Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value (as defined in Section 4.2(a)) of such Interest shares of Common Stock, and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value (as defined in Section 4.2(c)) of such Interests over the amount shares of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsCommon Stock.

Involuntary Transfers. Any transfer Transfer of title or beneficial ownership of Interests shares of Stock upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of any Stockholder, other than any Transfer upon death and other than a Management Member Transfer of title or Outside Member beneficial ownership in accordance with the terms of the pledge of Stock by Xxxxxxx X. Xxxxx to KLI in connection with the promissory note of even date herewith (each, an “Involuntary Transfer”) ), shall be void unless such Management Member or Outside Member Stockholder complies with this Section 12.4 1.4 and enables the Company and all other Stockholders to exercise in full its their rights hereunder. Upon any Involuntary Transfer, the Company and the other Stockholders shall have the right to purchase such Interests shares pursuant to this Section 12.4 1.4 and the Person to whom such Interests shares have been Transferred transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests shares in accordance with this Section 12.41.4. Upon the Involuntary Transfer of any Interestshares of Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two five days after such Involuntary Transfer) furnish written notice to the Company and the other Stockholders indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 thirty (30) days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, any or all (but not less than all) of the Interests shares of Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser Fair Market Value of such shares of Stock. If the Company fails to exercise within such thirty (i30) day period its rights hereunder to purchase all of the shares of Stock acquired by the Involuntary Transferee, for a period of thirty (30) days thereafter, the other Stockholders shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, any of the shares of Stock acquired by the Involuntary Transferee not claimed for purchase by the Company for a purchase price equal to the Fair Market Value of such Interest and (ii) the amount shares of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsStock.

Involuntary Transfers. Any transfer In the event that Securities owned by any Management Investor, or his Permitted Transferees, shall be subject to sale or other Transfer (the date of title such sale or beneficial ownership Transfer shall hereinafter be referred to as the "Transfer Date") by reason of Interests (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Investor, or his Permitted Transferees, shall give the Company written notice thereof promptly upon defaultthe occurrence of such event stating the terms of such proposed Transfer, foreclosurethe identity of the proposed transferee, forfeitthe price or other consideration, divorceif readily determinable, court order for which the Securities are proposed to be transferred, and the number of shares of Common Stock to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or otherwise than a designee selected by a voluntary decision on majority of the part non-employee members of a Management Member or Outside Member (eachthe Board of Directors of the Company, an “Involuntary Transfer”) shall have the right and option to purchase all, but, not less than all of such Securities which right shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables exercised by written notice given by the Company to exercise such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 7.4 shall be at the price and on the terms applicable to such proposed transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Securities, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable hereunder had the Management Investor incurred a Termination Date as of the date of such proposed Transfer of the Securities and such Securities had been Incentive Shares. The closing of the purchase and sale of Securities shall be held at the place and the date to be established by the Company, which in full no event shall be less than ten or more than 60 days from the date on which the Company gives notice of its rights hereunderelection to purchase the Securities. Upon At such closing, the Management Investor, or his Permitted Transferees, shall deliver the certificates evidencing the number of shares of Common Stock to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any Involuntary Transferother documents that are necessary to transfer to the Company good title to such of the securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice deliver to the Company indicating that the Involuntary Transfer has occurredManagement Investor, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis foror his Permitted Transferees, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests all or any part of an Interest upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside the Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer), the Company shall have the right to purchase such Interests Interest pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.415.5. Upon the Involuntary Transfer of all or any Interestpart of an Interest of any Member, such Management Member or Outside Member shall promptly (but in no event later than two five (5) days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Person to whom such Interest (or portion thereof) has been transferred (the “Involuntary Transferee”), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the such notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right exclusive right, but not the obligation, within sixty (60) days to elect to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Interest acquired by the Involuntary Transferee for a to the Company. If an Interest (or any portion thereof) is purchased pursuant to this Section 15.5, the purchase price equal to the lesser shall be fifty percent (50%) of (i) the Fair Market Value Price as of the date on which the Involuntary Transfer of such Interest and became effective. The purchase price shall be payable in forty-eight (ii48) equal monthly installments of principal plus accrued interest at the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excessPrime Rate, if anywhich installments shall be evidenced by an unsecured, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsnonrecourse promissory note.

Involuntary Transfers. Any transfer In the event shares of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than Common Stock --------------------- owned by a voluntary decision on the part of a any Management Member or Outside Member (each, an “Involuntary Transfer”) Investor shall be void unless subject to sale or other Transfer (the date of such sale or transfer shall hereinafter be referred to as the "Transfer Date") prior to the fifth anniversary of the Closing Date by reason of (i) bankruptcy or insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Member or Outside Member complies with this Section 12.4 and enables Investor shall give the Company to exercise in full its rights hereunder. Upon any Involuntary written notice thereof promptly upon the occurrence of such event stating the terms of such proposed Transfer, the identity of the proposed transferee, the price or other consideration, if readily determinable, for which the shares of Common Stock are proposed to be transferred, and the number of shares of Common Stock to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or a designee selected by a majority of the non-employee members of the Board of Directors of the Company, shall have the right and option to purchase all, but not less than all of such Interests shares of Common Stock which right shall be exercised by written notice given by the Company to such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 12.4 6.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the shares of Common Stock, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable to the Incentive Securities hereunder had the Management Investor incurred a Termination Date as of the date of such proposed Transfer. The closing of the purchase and sale of the shares of Common Stock shall be held at the place and the Person date to whom such Interests have been Transferred (be established by the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any InterestCompany, such Management Member or Outside Member shall promptly (but which in no event later shall be less than two 10 or more than 60 days after from the date on which the Company gives notice of its election to purchase the Securities. At such Involuntary Transfer) furnish written notice closing, the Management Investor shall deliver the certificates evidencing the number of shares of Common Stock to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any other documents that are necessary to transfer to the Company indicating that the Involuntary Transfer has occurred, specifying the name good title to such of the Involuntary Transfereeshares of Common Stock to be transferred, giving a detailed description free and clear of the circumstances giving rise toall pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, concurrently with such delivery the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal deliver to the lesser of (i) Management Investor the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such shares of Common Stock in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by (i) In the event that prior to the Cut-Off Date Seller: (1) files a voluntary decision on petition under any bankruptcy or insolvency law or a petition for the part appointment of a Management Member receiver, or Outside Member makes an assignment for the benefit of creditors; (each2) is subjected involuntarily to such petition or assignment or to an attachment or other legal or equitable interest with respect to any of Seller’s Shares and such involuntary petition, assignment or attachment is not discharged within ninety (90) days after its effective date; or (3) is subjected to any other involuntary Transfer of any of Seller’s Shares by legal process, including, without limitation, a Transfer pursuant to a divorce decree, then Seller shall notify Purchasers in writing (an “Involuntary TransferTransfer Notice”) of such event and shall be void unless such Management Member disclose the terms and conditions of the involuntary Transfer or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunderpotential involuntary Transfer of Seller’s Shares. Upon any Involuntary Transfer, the Company Each Purchaser shall then have the right option, exercisable by giving written notice to Seller within thirty (30) days of Purchasers’ receipt of the Involuntary Transfer Notice, to elect to purchase one-third of the Shares that are subject to the involuntary Transfer or potential involuntary Transfer (it being acknowledged that Purchasers shall collectively have the option to purchase all of such Interests Shares). The closing of any purchase and sale of Shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”4(b)(i) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon take place at a mutually agreeable location no more than forty-five (45) days after a Purchasers’ receipt of the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating Notice. Purchasers understand and agree that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company Seller shall have the right to purchaseno obligation under this Section 4(b)(i) that would contravene applicable law or regulation, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and including without limitation bankruptcy laws. (ii) The per share purchase price payable by Purchasers for Shares purchased pursuant to this Section 4(b) shall be the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsPurchase Price.

Involuntary Transfers. Any transfer (a) If at any time any Equity Securities in the Company beneficially owned by any Common Holder or Investor shall become subject to a Transfer by reason of title (I) bankruptcy or beneficial ownership of Interests upon defaultinsolvency proceedings involving such Common Holder or Investor, whether voluntary or involuntary, (ii) distraint, levy, foreclosure, forfeitexecution or other similar involuntary Transfer against such Common Holder or Investor, divorceor (iii) in the case of any Common Holder or Investor who is a natural person, court order the death of such Common Holder or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Investor (eachany such Transfer, an “"Involuntary Transfer”"), then such Common Holder or Investor (as used in this Section 3.5, the term "Common Holder" and "Investor" shall include such Common Holder's or Investor's estate, if applicable) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables give the Company to exercise in full its rights hereunder. Upon any and the Investors written notice (the "Involuntary Transfer Notice") promptly upon the occurrence of such Involuntary Transfer, which Involuntary Transfer Notice shall disclose (A) the nature of the event resulting in the Involuntary Transfer, (B) the identity of the transferee or proposed transferee of the Equity Securities in such Involuntary Transfer (the "Involuntary Transferee"), (C) the number and type of Equity Securities that are the subject of such Involuntary Transfer (the "Involuntary Securities"), (D) whether the Involuntary Transferee or the Common Holder or Investor who was the subject of such Involuntary Transfer currently holds the Involuntary Securities (as the case may be, the "Involuntary Holder"), and (E) the terms and conditions, including price, of the Involuntary Transfer. Subject to the first lien priority security interest on certain shares of Common Stock in favor of SDS, the Company shall have the right, but not the obligation, to purchase all or any of the Involuntary Securities, and in the event that the Company does not exercise such right in full, the Investors shall have the right, but not the obligation, to purchase all or any of the remaining Involuntary Securities, in each case on the same terms and conditions, including price (subject to the provisions of subsection (f) below), as those applicable to the Involuntary Transfer, and, if applicable, the Involuntary Transferee shall take such Equity Securities subject to such rights, as well as the provisions of subsection (g) below. (b) If the Company desires to purchase all or any of the Involuntary Securities, the Company shall deliver a written notice of its election to purchase such Interests Involuntary Securities to the Involuntary Holder, which notice shall state the number of Involuntary Securities the Company desires to purchase and shall be delivered to the Involuntary Holder within 30 days after the date the Company receives the Involuntary Transfer Notice. Such notice shall, when taken in conjunction with the Involuntary Transfer Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale to, and purchase by, the Company of such number of Involuntary Securities as is set forth in the Company's notice on the terms of the Involuntary Transfer as set forth in Section 3.5(a), and the closing of such sale and purchase shall take occur at such time and place as set forth in subsection (e) below. (c) If the Company does not elect to purchase all of the Involuntary Securities, the Company shall give written notice to the Investors to such effect, which notice shall state the number of Involuntary Securities that remain to be purchased and shall be delivered to the Investors within the 30-day period referred to in subsection (b) above, and subject to the first lien priority security interest on certain shares of Common Stock in favor of SDS, each Investor shall have the right, but not the obligation, to purchase such number of the remaining Involuntary Securities as is equal to the number of remaining Involuntary Securities multiplied by a fraction, (I) the numerator of which is the aggregate number of shares of Common Stock then outstanding on a Fully-Diluted Basis owned by such Investor, and (ii) the denominator of which is the sum of all shares of Common Stock then outstanding on a Fully-Diluted Basis owned by all of the Investors. (d) If an Investor desires to purchase all or any portion of its allotment of the remaining Involuntary Securities, such Investor (now, a "Participating Investor" for purposes of this Section 3.5) shall deliver a written notice of its election to purchase such Involuntary Securities to the Involuntary Holder, which notice shall state the number of Involuntary Securities such Participating Investor desires to purchase (including such number of Involuntary Securities such Participating Investor would be willing to purchase in excess of its allotment) and shall be delivered to the Involuntary Holder within 30 days after the date the Investors receive the Company's notice referred to in subsection (c) above. If one or more Investors, but not all Investors, elect to purchase their allotment of the remaining Involuntary Securities, such Participating Investors, if they so indicate in their notice to the Involuntary Holder, subject to the first lien priority security interest on certain shares of Common Stock in favor of SDS, may likewise purchase that portion of the remaining Involuntary Securities that was available for purchase by the non-Participating Investors, allocated pro rata among those Participating Investors who choose to purchase such additional Involuntary Securities. Each such notice from a Participating Investor shall, when taken in conjunction with the Involuntary Transfer Notice, be deemed to constitute a valid, legally binding and enforceable agreement for the sale to, and purchase by, that Participating Investor of such number of Involuntary Securities as is set forth in such Participating Investor's notice on the terms of the Involuntary Transfer as set forth in Section 3.3(a), and the closing of such sale and purchase shall take occur at such time and place as set forth in subsection (e) below. (e) If the Company or one or more Investors has elected to purchase all or any portion of the Involuntary Securities subject to the first lien priority security interest on certain shares of Common Stock in favor of SDS pursuant to this Section 12.4 3.5, the closing of such sale(s) and purchase(s) shall take place at the principal place of business of the Company on such date as may be mutually agreed by the Involuntary Holder and the Person to whom such Interests have been Transferred (Company and/or the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any InterestParticipating Investors, such Management Member or Outside Member shall promptly (but in no event later than two days after the 60th day (or if such 60th day is not a business day, then on the next succeeding business day) following the expiration of the 30-day period provided in subsection (d) above (or, if the consent or approval of any governmental authority is required to consummate such sale(s) and purchase(s), then in no event later than the 15th day following the date on which any such consent or approval is obtained). At the closing, (I) the Involuntary Transfer) furnish written notice Holder shall deliver to the Company indicating that and/or the Participating Investors a certificate or certificates, if any, evidencing the Involuntary Transfer has occurredSecurities being purchased by each such party, specifying duly endorsed for transfer to such party, together with a certificate pursuant to which the name Involuntary Holder shall represent and warrant to the Company and/or the Participating Investors that each such party is receiving good and marketable title to the Involuntary Securities, free and clear of all Liens, and (ii) upon receipt thereof, each of the Involuntary Transferee, giving a detailed description of Company and/or the circumstances giving rise to, and stating Participating Investors shall deliver the legal basis for, purchase price for the Involuntary Transfer. Upon Securities being purchased by such party. (f) If the receipt of purchase price to be paid by the notice described Involuntary Transferee is to be payable in the preceding sentence, and for 60 days thereafterproperty other than in cash, the Company and/or the Participating Investors shall have the right to purchasepay the purchase price in the form of cash in an amount equal to the fair market value (as determined in good faith by the Board) of such non-cash property. In the event of any dispute between the Involuntary Holder and the Company and/or the Participating Investors regarding the determination of the fair market value of such non-cash property, at the request of any of them, the parties shall engage a consulting, investment banking or other valuation firm selected by the Company and/or a Majority in Interest of the Participating Investors and approved by the Involuntary Holder (which approval shall not be unreasonably withheld or delayed) to prepare an independent appraisal of the fair market value of such property, which appraisal shall be binding on the parties. (g) If the purchase price paid by the Involuntary Transferee in such Involuntary Transfer is not readily determinable due to the nature of the event giving rise to such Involuntary Transfer, the purchase price payable by the Company and/or the Participating Investors pursuant to this Section 3.5 shall be the fair market value of such Involuntary Securities on the date of the Involuntary Transfer, as determined by mutual agreement of the Involuntary Holder, on the one hand, and the Company and/or the Participating Investors, on the other hand; provided, however, that, if such parties cannot agree on such fair market value within ten days after the expiration of the 30-day period provided in subsection (d) above, then the parties shall engage a consulting, investment banking or other valuation firm selected by the Company and/or a Majority in Interest of the Participating Investors and approved by the Involuntary Holder (which approval shall not be unreasonably withheld or delayed) to prepare an independent appraisal of the fair market value of such Involuntary Securities based upon the value of the Company as a whole as a going-concern, which appraisal shall be binding on the parties. (h) In the event any consulting, investment banking or other valuation firm is engaged pursuant to either or both of the provisions of this subsection (f), the expense of such firm shall be borne equally by the Involuntary Holder on the one hand and the Company and/or the Participating Investors (allocated pro rata among them based upon the number of Involuntary Securities being purchased by each) on the other hand. (i) If the Company and/or the Participating Investors do not elect to purchase all of the Involuntary Securities, then the remaining Involuntary Securities shall pass to the Involuntary Transferee and the Involuntary Transferee shall be entitled to retain such Involuntary Securities; provided, however, that the Involuntary Transferee must take such Involuntary Securities subject to all of the provisions of this Agreement as if such Involuntary Transferee were a "Common Holder" or "Investor" hereunder, as applicable based upon who held the Involuntary Securities prior to such Involuntary Transfer, and the Involuntary Transferee shall have execute a counterpart to this Agreement. (k) The exercise or non-exercise by the obligation to sell, all (but not less than all) Company or any of the Interests acquired by the Involuntary Transferee for a purchase price equal Investors of its respective rights pursuant to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise this Section 3.5 shall be without prejudice to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no its rights under this Article III with respect to such Override Unitsany future Involuntary Transfers of Equity Securities.

Involuntary Transfers. Any transfer (i) In the event of title or beneficial ownership an Involuntary Transfer of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than the Interest owned by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary TransferMember, the Company Manager shall have the right to purchase such Interests the Interest so transferred (the “Transferred Interest”), on behalf of the Company, within sixty (60) days of the date upon which it first obtains actual notice of the Involuntary Transfer. The Company shall have the option pursuant to this Section 12.4 5.5(d) to acquire less than all of the Transferred Interest as it deems appropriate in the discretion of the Manager. (ii) If the Company does not exercise its option to purchase the Transferred Interest, or if the Company opts to purchase less than all of the Transferred Interest, the other Remaining Members and each of them shall, on a basis pro rata to their Percentage Interests or on a basis pro rata to the Person Percentage Interests of those Remaining Members exercising this option, have the option to whom such Interests have been Transferred (purchase all, or any portion, of the “Involuntary Transferee”Remaining Transferred Interest” within sixty (60) days following the expiration or waiver of the Company’s option to purchase the Transferred Interest. (iii) The purchase price for any Interest to be purchased and sold pursuant to the provisions of this Section 5.5(d) shall have be the obligation to sell fair market value of such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, as determined by an independent appraiser selected by the Manager, reduced by the costs attributable to such Management Member appraisal and any and all additional expenses incurred by the Company or Outside Member shall promptly (but in no event later than two days after the Remaining Members, including tax liabilities, as a result of such Involuntary Transfer. (iv) furnish written notice The purchase price for any Interests purchased pursuant to this Section 5.5(d) shall be paid twenty percent (20%) in cash within ninety (90) days after the exercise of the option to purchase or sell such Interest, and the balance shall be paid by the concurrent delivery of a promissory note payable in five (5) consecutive equal annual installments commencing with the first anniversary of the date of sale. The terms of the note shall comply with the requirements of Section 5.5(d)(v) below. (v) The unpaid principal balance of any note issued by the Company or by a Remaining Member, as the case may be, pursuant to this Section shall bear interest at a rate equal to the “Prime Rate” of interest, charged by the bank regularly used by the Company indicating at such time for the transaction of its business activities, on the date of the purchase and sale of the Interests adjusted annually; provided, however, that the Involuntary Transfer has occurred, specifying interest rate shall not be less than the name “Applicable Federal Rate,” as that term is defined in Section 1274(d) of the Involuntary TransfereeCode, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transferor its successor provisions. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, The note shall provide that the Company or each Remaining Member, as the case may be, shall have the right to purchaseprepay any or all installments due under the note without penalty or premium, and but with interest accrued on the Involuntary Transferee unpaid principal amount to the date of prepayment, at any time or from time to time. The note shall have also provide that a default in the obligation to sell, all (but not less than all) payment of the Interests acquired by the Involuntary Transferee any installment of principal or interest for a purchase price equal period in excess of thirty (30) days or any other default under the note, at the noteholder’s option, shall cause all unmatured installments of principal and interest to the lesser of (i) the Fair Market Value of such Interest become due and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitspayable immediately.

Involuntary Transfers. Any transfer (a) Upon the occurrence of title any event which would cause any Restricted Securities or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than Restricted Preferred Securities owned by a voluntary decision Management Stockholder or an Additional Management Stockholder to be Transferred by Involuntary Transfer, such Stockholder (or his or its legal representative or successor) shall give the Company, the MascoTech Stockholders and the Institutional Stockholders written notice thereof (the "Involuntary Transfer Notice") stating the terms of such Involuntary Transfer, the identity of the transferee or proposed transferee, the price or other consideration, if readily determinable, for which the Restricted Securities or Restricted Preferred Securities are proposed to be or have been Transferred and the number of Restricted Securities or Restricted Preferred Securities which are the subject of such Transfer, and the Company shall provide the MascoTech Stockholders and the Institutional Stockholders with copies of such notice. (b) If such Involuntary Transferee is with respect to a Millxx Xxxckholder, after its receipt of the Involuntary Transfer Notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed or completed Involuntary Transfer and notifies the Institutional Stockholders of the same, each of the Institutional Stockholders shall have the right and option to purchase all or any portion of such Restricted Securities up to such amount of such Restricted Securities so that, upon such purchase, the Institutional Stockholders' Original Ownership Level Ratio would be equal to 46.54%, and (y) such Restricted Preferred Securities up to such amount of such Restricted Preferred Securities so that, upon such purchase, the Institutional Stockholders' Series A Preferred Original Ownership Level Ratio would be equal to 50%, in each case calculated as if such purchase had been in effect on the part Closing Date and without given effect to any Transfer of Restricted Securities or Restricted Preferred Securities by an Institutional Stockholder other than to a Management Member or Outside Member (eachMillxx Xxxckholder, an “Involuntary Transfer”) which right shall be void unless such Management Member exercised by written notice (the "Involuntary Transfer Purchase Notice") given by each of the Institutional Stockholders to the transferor (or Outside Member complies with this Section 12.4 and enables transferee following the Company to exercise in full its rights hereunder. Upon occurrence of any Involuntary Transfer) and to the Company within thirty (30) days following the Institutional Stockholders' receipt of such notice. (c) After its receipt of the Involuntary Transfer Notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed or completed Involuntary Transfer, subject to Section 2.6(b), the Company shall have the right and option to purchase (or to have any designee purchase) all or any portion of such Interests Restricted Securities or Restricted Preferred Securities, which right shall be exercised by written notice given by the Company to the transferor (or transferee following the occurrence of any Involuntary Transfer) and to the MascoTech Stockholders and the Institutional Stockholders within thirty (30) days following the later of (i) the Company's receipt of the Involuntary Transfer Notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed or completed Transfer, (ii) the date of such Involuntary Transfer and (iii) the Company's receipt of the Involuntary Transfer Purchase Notice, if applicable and given. (d) In the event that the Institutional Stockholders and the Company elect not to purchase all of such Restricted Securities or Restricted Preferred Securities pursuant to this Section 12.4 Sections 2.6 (b) and (c), then the Company shall on or prior to the end of such thirty (30) day period, notify the MascoTech Stockholders and the Person Institutional Stockholders thereof, such notice to whom such Interests have been Transferred identify the Securities not purchased by the Institutional Stockholders and the Company pursuant to Sections 2.6(b) and (c) (the “Involuntary Transferee”"Subject Securities"). For a period of thirty (30) days after receipt of such notice from the Company, each of the MascoTech Stockholders and the Institutional Stockholders shall have the obligation irrevocable right to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of purchase any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name all of the Involuntary TransfereeSubject Securities, giving a detailed description Pro Rata (based on the proportion as between the MascoTech Stockholders and the Institutional Stockholders of the circumstances giving rise toPro Rata number of shares of Restricted Securities or Restricted Preferred Securities (as the case may be) held by the MascoTech Stockholders or Institutional Stockholders); provided, and stating however, that in the legal basis forevent any MascoTech Stockholder or Institutional Stockholder does not purchase any or all of its pro rata portion of the Subject Securities, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, remaining MascoTech Stockholders and for 60 days thereafter, the Company Institutional Stockholders shall have the right to purchasepurchase such portion pro rata as among themselves until all of the Subject Securities are purchased or until such persons do not desire to purchase any more Subject Securities. The right of the MascoTech Stockholders and the Institutional Stockholders to purchase Subject Securities pursuant to this Section 2.6 shall be exercisable by delivery of a notice to the transferor (or transferee following the occurrence of any Involuntary Transfer) setting forth the maximum number of Subject Securities that such person wishes to purchase including any number which would be allocated in the event that any MascoTech Stockholder or Institutional Stockholder does not purchase all or any portion of its pro rata portion. (e) Any purchase pursuant to this Section 2.6 shall be at the price and on the terms applicable to such Involuntary Transfer; provided, however, that if the nature of the event giving rise to such Involuntary Transfer is such that no readily determinable consideration is to be paid for or assigned to the Transfer of the Restricted Securities or Restricted Preferred Securities, the price to be paid by the Company, the MascoTech Stockholders or the Institutional Stockholders, as the case may be, and the Involuntary Transferee applicable terms shall have be the purchase price and terms applicable to a Sale Event pursuant to Section 4.2. The closing of the purchase and sale of such Restricted Securities or Restricted Preferred Securities pursuant to this Section 2.6 shall be held at the place and on the date to be established by the Company, the MascoTech Stockholders and/or the Institutional Stockholders, as the case may be, which in no event shall be less than ten (10) nor more than forty-five (45) days from the date on which the Company (or the MascoTech Stockholders and/or the Institutional Stockholders, as the case may be) gives notice of its election to purchase such Restricted Securities or Restricted Preferred Securities. At such closing, the Stockholder (or his or its legal representative or successor) shall deliver the certificates evidencing the Restricted Securities or Restricted Preferred Securities to be purchased by the Company (or the MascoTech Stockholders and/or the Institutional Stockholders, as the case may be), as applicable, accompanied by stock powers, duly endorsed in blank, or duly executed instruments of Transfer, and any other documents that are necessary to Transfer to the Company (or the MascoTech Stockholders and/or the Institutional Stockholders, as the case may be) good title to such Restricted Securities or Restricted Preferred Securities free and clear of all Liens and, concurrently with such delivery, the Company (or the MascoTech Stockholders and/or the Institutional Stockholders, as the case may be) shall deliver to the transferor thereof the full amount of the purchase price therefor by certified or bank cashier's check. (f) Notwithstanding anything to the contrary contained herein, in the event a purchase (or the payment of the purchase price) by the Company pursuant to this Section 2.6 would violate or conflict with any statute, rule, injunction, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any of them or their respective properties may be bound or affected or would result in any breach of, or constitute a change of control or a default (or an event which with notice or lapse of time, or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the property or assets of the Company or any of its Subsidiaries pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, franchise or other instrument or obligation to sellwhich the Company or any of its Subsidiaries is a party or by which any of their respective properties is bound or affected, all (but not less than all) with the prior written consent of each of the Interests acquired by Institutional Stockholders and the Involuntary Transferee for a MascoTech Stockholders, the rights of the Company to purchase price equal (or to have any designee purchase) the lesser Restricted Securities or Restricted Preferred Securities of any Stockholder shall be suspended until the earlier of (i) the Fair Market Value of date which falls thirty (30) days following such Interest time as such prohibition first lapses or is waived and no such default would be caused or (ii) the amount date which is one hundred eighty (180) days after the date of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. For the purposes of this Section 2.6 (other than Section 2.6 (b) hereof) only, the date of such lapse or waiver shall be deemed the date of the Involuntary Transfer for purposes of the purchase and sale of Restricted Securities or Restricted Preferred Securities pursuant to this Section 2.6. The Company shall use its reasonable efforts to obtain a waiver of any such prohibition, but shall not be obligated to incur any additional interest or other costs or charges or to make any prepayment with respect to any indebtedness in connection with such efforts. (g) Notwithstanding anything to the contrarycontrary contained in this Section 2.6, any event giving rise to an Involuntary Transfer which is also subject to the provisions of Override Units Article IV shall result in be governed by the immediate forfeiture provisions of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsArticle IV.

Involuntary Transfers. Any transfer Upon the occurrence of title or beneficial ownership an Involuntary Transfer of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part Stock of a any Management Member or Outside Member Shareholder (each, an “the "Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary TransferTransfer Shareholder"), the Company shall have the option (but not the obligation), for a period of 30 days from the date of such occurrence, to purchase such Stock by providing written notice to such effect to such Involuntary Transfer Shareholder and to any court that has then exercised jurisdiction over such Involuntary Transfer Shareholder with respect to its Stock, or to any assignee, trustee in bankruptcy or successor in interest, as the case may be, and such Involuntary Transfer Shareholder shall be obligated, if the Company elects to exercise its right to purchase such Interests Stock, to sell all but not less than all of the Stock then registered in such Involuntary Transfer Shareholder's name at the price provided in Section 5(d) hereof and upon the terms provided in Section 5(e) hereof. If the Company elects not to exercise its option pursuant to this Section 12.4 and 5(a) within such 30-day period, it shall immediately provide written notice to that effect to all of the Person to whom such Interests have been Transferred other Management Shareholders (the “"Non-Involuntary Transferee”Transfer Management Shareholders") who shall have the obligation option to purchase, and such Involuntary Transfer Shareholder shall be obligated to sell to the extent such Interests option is exercised, all of the shares of such Stock at the price provided in accordance with this Section 12.45(d) hereof and upon the terms provided in Section 5(e) hereof. Upon If more than one Non-Involuntary Transfer Management Shareholder desires to so purchase, then they shall purchase in such proportions as they may agree. In the absence of agreement, each of the Non-Involuntary Transfer Management Shareholders desiring to purchase such stock shall be entitled to purchase up to that number of shares of such Stock that is equal to the product of such Management Shareholder's percentage share of the outstanding Common Stock then held by such Non-Involuntary Transfer Management Shareholders desiring to purchase such stock multiplied by the number of shares of Stock available for purchase from the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Shareholder hereunder. The Non-Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company Management Shareholders shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee exercise their respective options hereunder for a period of 30 days following their receipt of notice from the Company that it has elected not to purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsStock.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, If an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interestof the Common Stock owned a Shareholder shall occur, the other Shareholders shall have the same right of first refusal provided in Section 4.1 hereof with respect thereto as if the Involuntary Transfer had been a proposed voluntary Transfer by such Management Member or Outside Member Shareholder, governed by Section 4.1, except that (a) the periods within which such rights must be exercised shall promptly run from the date upon which notice of the Involuntary Transfer is received, (but in no event later than two days after b) such Involuntary Transfer) furnish written rights shall be exercised by notice to the Company indicating that Involuntary Transferee ("Involuntary Transfer Notice") rather than the Shareholder who suffered the Involuntary Transfer, and (c) the purchase price per share of Common Stock shall be the "fair market value" thereof determined as follows: (1) as agreed upon in writing by the Involuntary Transferee and the other Shareholders making such purchase, or, failing such agreement within five Business Days of receipt of the Involuntary Transfer Notice by the Involuntary Transferee, (2) as determined by an investment banking firm that is (i) reasonably satisfactory to both the Involuntary Transferee and the Shareholders making such purchase and (ii) willing and able to complete the valuation within forty-five days of being retained to do so, or, failing such agreement within ten Business Days of receipt of the Involuntary Transfer Notice by the Involuntary Transferee, (3) as determined by an investment banking firm selected by the Corporation's auditors/accountants for such purpose. The determination of the purchase price per share by an investment banking firm hereunder shall be final and binding upon all parties hereto and the Involuntary Transferee. The fees of such investment banking firm shall be split equally among the Corporation and Shareholders making such purchase. The closing of any purchase under this Section 4.3 shall be held at the principal office of the Corporation at 11:00 A.M. local time on the forty-fifth day after the date on the purchase price per share has occurredbeen determined, specifying or at such other time and place as the name parties to the transaction may agree upon. At such closing, the Involuntary Transferee shall deliver certificates representing the shares being purchased by the Shareholders, duly endorsed for transfer and accompanied by all requisite stock transfer taxes. The Involuntary Transferee shall represent and warrant that it is the beneficial owner of such Common Stock and that such Common Stock is free and clear of any liens, claims, options, charges, encumbrances, or rights of others arising through the action or inaction of the Involuntary Transferee. The Shareholders making such purchase shall deliver at closing, giving a detailed description by official bank check, payment in full for such Common Stock. At such closing, all parties to the transaction shall execute such additional documents as are otherwise appropriate. In the event that the provisions of the circumstances giving rise to, and stating the legal basis forthis Section 4.3 shall be held to be unenforceable with respect to any particular Involuntary Transfer of Common Stock, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company other Shareholders shall have the right to purchase, and rights provided in Section 4.1 hereof if the Involuntary Transferee shall have the obligation to sell, all (but not less than all) transferee of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation thereforsubsequently obtains a bona fide offer for, and desires to transfer, such Involuntary Transferee Common Stock, in which event such transferee shall have no rights with respect be deemed to such Override Unitsbe the "RFR Transferor" under Section 4.1 and shall be bound by the other provisions of that Section and the related provisions of this Agreement.

Involuntary Transfers. (i) Any transfer Involuntary Transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than the Shares owned by a voluntary decision on Stockholder shall be subject to the part prior rights of a Management Member or Outside Member the Company and Stockholders hereunder and any such Involuntary Transfer shall be deemed to be an offer made by the Stockholder who is the subject of such Involuntary Transfer to sell said Shares at the Fair Market Value to the Company. (each, ii) Any Stockholder whose Shares are the subject of an “Involuntary Transfer shall notify the Company in writing within ten (10) days of such Involuntary Transfer”) , but the failure to give such notice shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables not affect the Company to exercise in full its rights of the parties hereunder. Upon the Company's receipt of such notice (or if no notice is received, upon the senior management of the Company becoming aware that such Involuntary Transfer has occurred or is about to occur), the Company forthwith will notify the Lead Investors of such receipt. The Company shall act upon the deemed offer under this Section within the time periods and following the applicable procedures set forth in this Section 2.1(e). (iii) The Company may elect to purchase any or all of the Shares subject to an Involuntary TransferTransfer by delivering a written notice to the Stockholder who is the subject of such Involuntary Transfer of the Company's intent to purchase such Shares on or before the 90th day following the later to occur of the date of the Company's receipt of written notice setting forth the existence of such an Involuntary Transfer and the date of such Involuntary Transfer (the later of such dates is referred to herein as the "Deemed Offer ------------ Date"). The closing of the purchase by the Company of any Shares pursuant to ---- this Section 2.1(e) shall take place at the principal office of the Company on the 180th day following the Deemed Offer Date. At such closing, the Company shall have deliver to the right to purchase Stockholder who is the subject of such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer the Fair Market Value of any InterestShares being purchased, such Management Member or Outside Member shall promptly (but against delivery of original stock certificates and stock powers duly endorsed in no event later than two days after such Involuntary Transfer) furnish written notice to favor of the Company indicating that representing the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Shares being acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) Company. The Company, at is option, may pay the Fair Market Value of such Interest Shares in the form of company check, wire transfer, or delivery of a promissory note bearing interest at the applicable federal rate and (ii) having a maturity date not later than five years from the amount date of issuance thereof. All of the indebtedness or other liability that gave rise foregoing deliveries will be deemed to have been made simultaneously and none shall be deemed completed until all have been completed. All Shares which the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise Company does not elect to the purchase pursuant to this Section 2.1(e) may be transferred pursuant to an Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer (a) Employee shall notify the Company and the Aurora Entities promptly upon the occurrence of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) . If an Involuntary Transfer of any of the Purchased Shares owned by Employee shall be void unless such Management Member or Outside Member complies with this Section 12.4 occur, the Aurora Entities and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this same rights of first refusal under Section 12.4 and the Person to whom such Interests have been Transferred 5.2 above with respect thereto (the “Involuntary Transferee”"Transferred Shares") shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon as if the Involuntary Transfer had been a proposed voluntary Transfer by Employee, except that: (i) the periods within which such rights must be exercised shall run from the date notice of any Interest, the Involuntary Transfer is received from Employee or its legal representatives with respect to which such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying ; (ii) such rights shall be exercised by notice to the name of involuntary transferee rather than to Employee with respect to which such Involuntary Transfer has occurred; and (iii) the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) any Transferred Shares shall be the Fair Market Value of such Interest and (ii) Transferred Shares on the amount date that the rights of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights first refusal provided by this Section 5.3 are exercised with respect to such Override UnitsTransferred Shares. (b) At the closing of any purchase of Transferred Shares, the involuntary transferee shall deliver certificates representing the Transferred Shares being purchased by the relevant Aurora Entity or the Company, as the case may be, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, and such Transferred Shares shall be free and clear of any and all Liens arising through the action or inaction of the involuntary transferee (other than those arising under this Agreement) and the involuntary transferee shall represent and warrant to such effect and to the effect that such involuntary transferee is the beneficial owner of such Shares. The Person making such purchase shall deliver at closing, by a certified or bank check, payment in full of the purchase price, for the Transferred Shares being purchased by such Person. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate. (c) In the event that the provisions of this Section 5.3 shall be held to be unenforceable with respect to any particular Involuntary Transfer of Purchased Shares, the Aurora Entities and the Company shall have a right of first refusal as set forth in Section 5.2 hereof if the involuntary transferee subsequently obtains a Bona Fide Offer for and desires to Transfer such Purchased Shares.

Involuntary Transfers. Any transfer (a) Each Securityholder shall notify the Company and the Qualifying Class B Securityholders promptly upon the occurrence of title or an Involuntary Transfer of any Securities (including Involuntary Transfers of any beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than interest by a voluntary decision on Beneficial Owner). If an Involuntary Transfer of any of the part of a Management Member or Outside Member (eachSecurities owned by any Securityholder shall occur, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 the Qualifying Class B Securityholders and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this same rights of first refusal under Section 12.4 and the Person to whom such Interests have been Transferred 4.2 above with respect thereto (the “Involuntary Transferee”"Transferred Securities") shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon as if the Involuntary Transfer had been a proposed voluntary Transfer by such Securityholder, except that: (i) the periods within which such rights must be exercised shall run from the date notice of any Interest, the Involuntary Transfer is received from the Securityholder or its legal representatives with respect to which such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the ; and (ii) such rights shall be exercised by notice (an "Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right Transfer Notice") to purchase, and the Involuntary Transferee shall have rather than to the obligation Securityholder with respect to sellwhich such Involuntary Transfer has occurred. If such Transferred Securities were shares of Common Stock or Preferred Stock, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to thereof shall be the lesser of (i) the Fair Market Value of such Interest and Transferred Securities on the date of such Involuntary Transfer or on the date of the relevant Involuntary Transfer Notice from the Securityholder from whom such Involuntary Transfer took place (or from such Involuntary Transferee). If such Transferred Securities are Options or Warrants that are then exercisable, the purchase price thereof shall be equal to (i) the lesser of (y) the aggregate Fair Market Value on the date of such Involuntary Transfer of the number of shares of Common Stock which the holder of such Options or Warrants is entitled to receive upon exercise of such Transferred Securities or (z) the aggregate Fair Market Value of such number of shares on the date of the relevant Involuntary Transfer Notice from the Securityholder from whom such Involuntary Transfer took place (or from such Involuntary Transferee), less (ii) the amount aggregate exercise price of such Transferred Securities, but not less than zero. If such Transferred Securities are Options or Warrants that are not then exercisable, the purchase price thereof shall be as set forth in the immediately preceding sentence after such appropriate discount for the fact that such Transferred Securities are not then exercisable as may be determined by the Board, in good faith and in the exercise of business judgment. (b) At the closing of any purchase of Transferred Securities, the Involuntary Transferee shall deliver certificates representing the Transferred Securities being purchased by the Qualifying Class B Securityholders or the Company, as the case may be, duly endorsed for transfer and accompanied by all requisite stock transfer taxes. Such Transferred Securities shall be transferred free and clear of any and all Liens arising through the action or inaction of the indebtedness Involuntary Transferee (other than those arising under this Agreement) and the Involuntary Transferee shall represent and warrant to such effect and to the effect that such Involuntary Transferee is the beneficial owner of such Transferred Securities. At the closing of any such purchase, the Securityholder that was the transferor in respect of the Involuntary Transfer shall represent and warrant to the purchaser or other liability purchasers that gave rise such Securityholder had conveyed to the Involuntary Transfer plus Transferee good and valid title to the excessTransferred Securities. The Person making such purchase shall deliver at closing, if anyby a certified or bank check, payment in full of the Carrying Value purchase price for the Transferred Securities being purchased by such Person. At such closing, all of such Interests over the amount of such indebtedness or other liability that gave rise parties to the Involuntary Transfer. Notwithstanding anything transaction shall execute such additional documents as are otherwise necessary or appropriate, including without limitation, a written agreement reasonably satisfactory to the contrary, Company and the Aurora Entities providing for the purchasing Qualifying Class B Securityholder to continue to be designated as a Securityholder and be bound by the terms of this Agreement with respect to the Transferred Securities. (c) In the event that the provisions of this Section 4.3 shall be held to be unenforceable with respect to any particular Involuntary Transfer of Override Units Securities, the Qualifying Class B Securityholders and the Company shall result have a right of first refusal as set forth in Section 4.2 hereof if the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect subsequently obtains a Bona Fide Offer for and desires to Transfer such Override UnitsTransferred Securities.

Involuntary Transfers. Any In the case of any transfer of title or --------------------- beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company Endo LLC shall have the right to purchase such Interests -------------------- shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.46.3. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company Endo LLC indicating that the Involuntary Transfer has occurred, ------ specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a detailed description of the circumstances ---------------------- giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company Endo LLC shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the LLC Board may, for good cause shown by the Management Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. Xxxxx shall have no rights with respect the right to such Override Unitsrequire Endo LLC to assign to Xxxxx (or a designee of Xxxxx) Endo LLC's right to purchase pursuant to this Section 6.3.

Involuntary Transfers. Any In the case of any transfer of title or --------------------- beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member an Employee Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company Endo LLC shall have the right to purchase such Interests -------------------- shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.45.5. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Employee Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company Endo LLC indicating that the Involuntary Transfer has occurred, ------ specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a detailed description of the circumstances ---------------------- giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company Endo LLC shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the LLC Board may, for good cause shown by the Employee Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. Endo LLC's right to purchase pursuant to this Section 5.5 shall have no rights be assignable in accordance with respect Section 5.4 as if such right to such Override Unitspurchase were a "right of first refusal".

Involuntary Transfers. Any transfer (a) Upon the occurrence of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than any event that would cause any Stock owned by a voluntary decision on Stockholder to be transferred by Involuntary Transfer (other than to a Person or trust that is a permitted transferee of such Stockholder as provided in Section 3.2, Section 3.3 and Section 3.4), such Stockholder (or his legal representative or successor), as the part case may be, shall give the Corporation and the other Stockholders written notice thereof stating the terms of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company identity of the transferee or proposed transferee, the price or other consideration, if readily determinable, for which the Stock is proposed to be or have been transferred and the number of shares of Stock which are the subject of such Involuntary Transfer. For purposes of this Section 3.6, “Involuntary Transfer” means, with respect to any Stock, any involuntary transfer or transfer by operation of law of such Stock (other than to a Person or trust that is a permitted transferee of such Stockholder as provided in Section 3.2, Section 3.3 and Section 3.4) by or in which such Stockholder shall be deprived or divested of any right, title or interest in or to any Stock, including, without limitation, by seizure under levy of attachment or execution, by foreclosure upon a pledge, in connection with any voluntary or involuntary bankruptcy or other court proceeding to a debtor in possession, trustee in bankruptcy or receiver or other officer or agency, pursuant to any statute pertaining to escheat or abandoned property, pursuant to a divorce or separation agreement or a final decree of a court in a divorce action, or upon or occasioned by the judicially-determined incompetence of any Stockholder. (b) After its receipt of such notice or, failing such receipt, after the Corporation otherwise obtains actual knowledge of such a proposed or completed Involuntary Transfer, the Corporation shall have the right and option to purchase all or any portion of such Stock, which right shall be exercised by written notice given by the Corporation to the transferor (or transferee following the occurrence of any Involuntary Transfer) and the other Stockholders within sixty (60) days following the later of (i) the Corporation’s receipt of such notice or, failing such receipt, the Corporation’s obtaining actual knowledge of such proposed or completed Transfer and (ii) the date of such Involuntary Transfer. (c) If the Corporation elects not to exercise its purchase right or elects to exercise its purchase right with respect to a portion but not all of such Stock, then each of the other Stockholders holding shares of the same class of Stock which are the subject of such Involuntary Transfer shall have the same right and option to purchase any such Stock not to be purchased by the Corporation, which right shall be exercised by written notice given by such Stockholders to the transferor (or transferee following the occurrence of any Involuntary Transfer) and the other Stockholders within sixty (60) days following the end of the 60-day period referenced in subsection (b) above. Each Stockholder shall have the right to purchase his or her pro rata share of the Stock of the applicable class, and if any Stockholder elects not to purchase its pro rata share, then the remaining Stockholders in such Interests class may purchase his or her pro rata share of such Stock. All of the Stock which is the subject of such Involuntary Transfer shall be allocated by continuing to apply this mechanism until the Stockholders have elected to purchase all of the Stock they desire to purchase. (d) Any purchase pursuant to this Section 12.4 3.6 shall be at the price and on the Person terms applicable to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice . If the nature of the event giving rise to such Involuntary Transfer is such that no readily determinable consideration is to be paid for or assigned to the Company indicating that the Involuntary Transfer has occurred, specifying the name transfer of the Involuntary TransfereeStock, giving a detailed description the price to be paid by the Corporation or Stockholders, as applicable, for each share of Stock shall be the fair market value thereof as of the circumstances giving rise todate of transfer, taking into account any appropriate discounts for lack of control and lack of marketability of the shares of Stock. (e) The closing of the purchase and sale of such Stock pursuant to this Section 3.6 shall be held at the place and on the date established by the Corporation. At such closing, the Stockholder (or his legal representative or successor), as the case may be, shall deliver the certificates evidencing the Stock to be purchased by the Corporation or other Stockholders, as applicable, accompanied by stock powers, duly endorsed in blank, or duly executed instruments of transfer, and stating any other documents that are necessary to transfer to the legal basis forCorporation or purchasing Stockholder, as applicable, good title to such Stock free and clear of all liens and encumbrances and, concurrently with such delivery, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceCorporation or purchasing Stockholder, and for 60 days thereafteras applicable, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal deliver to the lesser of (i) transferor thereof the Fair Market Value of such Interest and (ii) the full amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result purchase price therefor in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitscash.

Involuntary Transfers. Any transfer In the event of title any Involuntary Transfer of all or beneficial ownership any of Interests upon defaultthe Shares of any Shareholder by reason of (i) sale pursuant to a levy of execution, foreclosure(ii) foreclosure of pledge, forfeit(iii) garnishment, divorce(iv) attachment, court order (v) property settlement in a marriage dissolution proceeding, or otherwise than by a voluntary decision on (vi) other legal process, such Shareholder shall notify the part Company in writing in advance of a Management Member or Outside Member (eachsuch impending Transfer. If any such Involuntary Transfer of the Affected Shares does occur, an “then each resulting Involuntary Transfer”) Transferee of Affected Shares shall be void unless deemed (whether or not the Company received notice of such Management Member or Outside Member complies with Transfer) to be a Shareholder solely for purposes of this Section 12.4 2.3.2.2 subject to this Agreement and enables such Involuntary Transferee shall immediately offer the Company Affected Shares for sale to exercise in full its rights hereunderthe Company. Upon any Involuntary Transfer, the The Company shall have the right Option during the Option Period set forth in Section 2.3 to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of such Affected Shares (i) at the Fair Market Value of price and on the terms under which the Affected Shares were acquired by such Interest and Involuntary Transferee, or (ii) at the amount price and on the terms specified in Articles 4 and 5 hereof, whichever the Company elects. Such offer by an Involuntary Transferee shall be made in writing to the Company and shall disclose the terms and conditions of the indebtedness or other liability that gave rise acquisition of such Affected Shares by such Involuntary Transferee. If the Company does not exercise the Option granted under this Section, the Other Shareholders whose Shares are not the Affected Shares shall have an Option to purchase the Affected Shares as provided in Article 3. If neither the Company nor any of such Other Shareholders exercise their respective options, then the Affected Shares in the hands of the Involuntary Transferee, shall remain subject to the Involuntary Transfer plus the excess, terms and conditions of this Agreement as if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitswas a Shareholder.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Units upon default, foreclosure, forfeit, divorce, court order Order or otherwise other than by a voluntary decision on the part of a Management Member or Outside Member Member, other than death (each, an “Involuntary Transfer”) ), shall be void unless such Management Member or Outside the Member complies with this Section 12.4 10.03 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Units pursuant to this Section 12.4 10.03 and the Person to whom such Interests Units have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests Units in accordance with this Section 12.410.03. Upon the Involuntary Transfer of any InterestUnits, such Management Member or Outside Member shall promptly (but in no event later than two (2) days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 sixty (60) days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, any or all (but not less than all) of the Interests Units acquired by the Involuntary Transferee for a purchase price equal to the lesser of (ia) the their Fair Market Value multiplied by the number of such Interest Units acquired by the Involuntary Transferee to be acquired by the Company and (iib) the amount of the indebtedness or other liability liability, if applicable, that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests Units over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any transfer (a) Each Stockholder shall notify the Company, the Originating Partnerships and UBS Capital promptly upon the occurrence of title or beneficial ownership an Involuntary Transfer of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than Shares (including Involuntary Transfers of any Beneficial Interest by a voluntary decision on Beneficial Owner). If an Involuntary Transfer of any of the part Shares owned by any Stockholder shall occur, the Originating Partnerships, each member of a Management Member or Outside Member the UBS Group Holdings Stockholders Agreement -------------------------------- 20 (each, an “Involuntary Transfer”acting through UBS Capital as the representative of the UBS Group) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this same rights of first refusal under Section 12.4 and the Person to whom such Interests have been Transferred 3.2 above with respect thereto (the “Involuntary Transferee”"Transferred Shares") shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon as if the Involuntary Transfer had been a proposed voluntary Transfer by such Stockholder, except that: (i) the periods within which such rights must be exercised shall run from the date notice of any Interestthe Involuntary Transfer is received by the Company, the Originating Partnerships and UBS Capital from the Stockholder or its legal representatives with respect to which such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying ; (ii) such rights shall be exercised by notice to the name of involuntary transferee rather than to the Stockholder with respect to which such Involuntary Transferee, giving a detailed description of Transfer has occurred; and (iii) the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) any Transferred Shares shall be the Fair Market Value of such Interest and (ii) Transferred Shares on the amount date that the rights of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights first refusal provided by this Section 3.3 are exercised with respect to such Override UnitsTransferred Shares. (b) At the closing of any purchase of Transferred Shares, the involuntary transferee shall deliver certificates representing the Transferred Shares being purchased by the relevant Originating Partnership, members of the UBS Group or the Company, as the case may be, duly endorsed for transfer and accompanied by all requisite stock transfer taxes, and such Shares shall be free and clear of any and all Liens arising through the action or inaction of the involuntary transferee (other than those arising under this Agreement) and the involuntary transferee shall represent and warrant to such effect and to the effect that such involuntary transferee is the beneficial owner of such Shares. At the closing of any such purchase, the Stockholder which was the transferor in respect of the Involuntary Transfer shall represent and warrant to the purchaser or purchasers that such Stockholder had conveyed to the involuntary transferee good and valid title to the Transferred Shares. The Person making such purchase shall deliver at closing, by a certified or bank check, payment in full of the purchase price, for the Shares being purchased by such Person. At such closing, all of the parties to the transaction shall execute such additional documents as are otherwise necessary or appropriate. Holdings Stockholders Agreement ------------------------------- 21 (c) In the event that the provisions of this Section 3.3 shall be held to be unenforceable with respect to any particular Involuntary Transfer of Shares, the Originating Partnerships and the Company shall have a right of first refusal as set forth in Section 3.2 hereof if the involuntary transferee subsequently obtains a Bona Fide Offer for and desires to Transfer such Shares.

Involuntary Transfers. Any transfer (a) In the case of any Transfer of title or beneficial ownership of Interests Equity Securities upon default, foreclosure, forfeit, divorce, court order or otherwise otherwise, other than by a voluntary decision on the part of a Management Member or Outside Member Shareholder made in accordance with Section 2 (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer), the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member Shareholder shall promptly (but in no event later than two five (5) days after such the Involuntary Transfer) furnish written notice (the “Involuntary Transfer Notice”) to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Person to whom the Equity Securities were transferred (the “Involuntary Transferee”), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer (and, if practicable, such Shareholder shall notify the Company of any potential Involuntary Transfer in advance of such Involuntary Transfer. , together with any material details regarding the nature and circumstances of such potential Involuntary Transfer). (b) Upon the receipt of the notice described in the preceding sentenceInvoluntary Transfer Notice, and for 60 sixty (60) days thereafter, the Shareholders of the Company (other than any Involuntary Transferees) shall have the right to purchasecause the Company to repurchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Equity Securities acquired by the Involuntary Transferee to the Company for a purchase repurchase price equal to the lesser of “fair market value” (ias determined in accordance with Section 5(d)) the Fair Market Value of such Interest and (ii) the amount Equity Securities as of the indebtedness date of the Involuntary Transfer (the “Involuntary Transfer Repurchase Price” and such right, the “Involuntary Transfer Repurchase Right”). The Involuntary Transfer Repurchase Right shall be exercised by written notice (the “Involuntary Transfer Repurchase Notice”) to the Involuntary Transferee given in accordance with Section 13(k) of this Agreement on or other liability that gave rise prior to the last date on which the Involuntary Transfer Repurchase Right may be exercised. (c) Subject to Section 7 hereof, the repurchase of Equity Securities pursuant to the exercise of the Involuntary Transfer Repurchase Right shall take place on a date specified by the Company, but in no event following the later of the 60th day following the date of the Involuntary Transfer Repurchase Notice or the 10th day following the receipt by the Company of all necessary legal and governmental approvals in connection with such repurchase. On such date, the Involuntary Transferee shall Transfer the Equity Securities subject to the Involuntary Transfer plus Repurchase Notice to the excessCompany, if anyfree and clear of all liens and encumbrances, of by delivering to the Carrying Value of such Interests over Company the amount of such indebtedness certificates representing the Equity Securities to be purchased, duly endorsed for transfer to the Company or other liability that gave rise accompanied by a share transfer form duly executed in blank, and the Company shall pay to the Involuntary Transfer. Notwithstanding anything to Transferee the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Repurchase Price. The Involuntary Transferee shall have no rights with respect use his, hers or its reasonable best efforts to assist the Company in order to expedite all proceedings described in this Section 5. If the Involuntary Transferee does not Transfer the Equity Securities to the Company as required, the Company will cancel such Equity Securities and deposit the funds in a non-interest bearing account and make payment upon delivery. (d) For purposes of this Section 5 and Section 6, the “fair market value” of any Equity Securities shall be determined as follows: (i) if the Equity Securities are listed on one or more national securities exchanges (within the meaning of the Exchange Act), each share shall be valued at the average closing price per share on the principal exchange on which such shares are then trading for the ten (10) trading days immediately preceding the date of determination; (ii) if the Equity Securities are not traded on a national securities exchange but are quoted on NASDAQ or a successor quotation system, each share shall be valued at the average of the last sales price per share for the ten (10) trading days immediately preceding the date of determination as reported by NASDAQ or any such successor quotation system; and (iii) if the Equity Securities are not listed on a national securities exchange and are not traded on NASDAQ, the fair market value shall be determined by the Board in good faith based on its good faith determination of the fair market value of the Company and its Subsidiaries as a whole without regard to the percentage of shares represented by the shares subject to such Override Unitsdetermination or any minority discount or control premium. (e) Notwithstanding the foregoing, if a Person whose Equity Securities are being valued pursuant to Section 5(d)(iii) above disagrees with the valuation determined by the Board, such Person may elect to choose within five Business Days of being advised of the determination of the Board to have the fair market value determined by an independent appraiser, the selection of which shall be subject to the mutual agreement of the Company and such Person. The fees and expenses of any such independent appraiser shall be borne equally by the Company and the Person whose Equity Securities are being valued hereunder and the determination by the independent appraiser selected in accordance with this Section 5(e) shall be final and binding.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests shares of Stock upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member any Major Stockholder, other than any transfer upon death (each, an “"Involuntary Transfer”) "), shall be void unless such Management Member or Outside Member Major Stockholder complies with this Section 12.4 1.3 and enables the Company other Major Stockholders to exercise in full its their rights hereunder. Upon any Involuntary Transfer, the Company other Major Stockholders shall have the right to purchase such Interests shares pursuant to this Section 12.4 1.3 and the Person to whom such Interests shares have been Transferred transferred (the “"Involuntary Transferee”") shall have the obligation to sell such Interests shares in accordance with this Section 12.41.3. Upon the Involuntary Transfer of any Interestshares of Stock, such Management Member or Outside Member Major Stockholder shall promptly (but in no event later than two five days after such Involuntary Transfer) furnish written notice to the Company and the other Major Stockholders indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentencesuch notice, and for 60 sixty (60) days thereafter, the Company other Major Stockholders shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) sell any of the Interests shares of Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) shares of Stock. Each other Major Stockholder may purchase such Stock in the amount of same proportion that the indebtedness or Stock owned by each other liability that gave rise Major Stockholder desiring to purchase such Stock bears to the Involuntary Transfer plus total number of shares of Stock owned by all Major Stockholders. Unless allocated otherwise by the excessother Major Stockholders, if any, of the Carrying Value of such Interests over the any amount of such indebtedness Stock not so purchased by each other Major Stockholder entitled to purchase may be purchased by other Stockholders proportionally to their ownership of Stock, and so on until all of such Stock has been purchased or none of the other liability that gave rise Major Stockholders desire to purchase any additional share of Stock. The closing of the purchase and sale hereunder shall take place at the offices of the Company on a date designated by the Major Stockholders on at least five (5) days notice to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsseller.

Involuntary Transfers. Any transfer (a) Upon the occurrence of title any event which would cause any Restricted Securities or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than Restricted Preferred Securities owned by a voluntary decision Management Stockholder or an Additional Management Stockholder to be Transferred by Involuntary Transfer, such Stockholder (or his or its legal representative or successor) shall give the Company and the Institutional Stockholders written notice thereof (the "Involuntary Transfer Notice") stating the terms of such Involuntary Transfer, the identity of the transferee or proposed transferee, the price or other consideration, if readily determinable, for which the Restricted Securities or Restricted Preferred Securities are proposed to be or have been Transferred and the number of Restricted Securities or Restricted Preferred Securities which are the subject of such Transfer, and the Company shall provide the Institutional Stockholders with copies of such notice. (b) If such Involuntary Transferee is with respect to a Millxx Xxxckholder, after its receipt of the Involuntary Transfer Notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed or completed Involuntary Transfer and notifies the Institutional Stockholders of the same, each of the Institutional Stockholders shall have the right and option to purchase all or any portion of such Restricted Securities up to such amount of such Restricted Securities so that, upon such purchase, the Institutional Stockholders' Original Ownership Level Ratio would be equal to 46.54%, and (y) such Restricted Preferred Securities up to such amount of such Restricted Preferred Securities so that, upon such purchase, the Institutional Stockholders' Series A Preferred Original Ownership Level Ratio would be equal to 50%, in each case calculated as if such purchase had been in effect on the part Original Closing Date and without giving effect to any Transfer of Restricted Securities or Restricted Preferred Securities by an Institutional Stockholder other than to a Management Member or Outside Member (eachMillxx Xxxckholder, an “Involuntary Transfer”) which right shall be void unless such Management Member exercised by written notice (the "Involuntary Transfer Purchase Notice") given by each of the Institutional Stockholders to the transferor (or Outside Member complies with this Section 12.4 and enables transferee following the Company to exercise in full its rights hereunder. Upon occurrence of any Involuntary Transfer) and to the Company within thirty (30) days following the Institutional Stockholders' receipt of such notice. (c) After its receipt of the Involuntary Transfer Notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed or completed Involuntary Transfer, subject to Section 2.6(b), the Company shall have the right and option to purchase (or to have any designee purchase) all or any portion of such Interests Restricted Securities or Restricted Preferred Securities, which right shall be exercised by written notice given by the Company to the transferor (or transferee following the 18 23 occurrence of any Involuntary Transfer) and to the Institutional Stockholders within thirty (30) days following the later of (i) the Company's receipt of the Involuntary Transfer Notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed or completed Transfer, (ii) the date of such Involuntary Transfer and (iii) the Company's receipt of the Involuntary Transfer Purchase Notice, if applicable and given. (d) In the event that the Institutional Stockholders and the Company elect not to purchase all of such Restricted Securities or Restricted Preferred Securities pursuant to this Section 12.4 Sections 2.6 (b) and (c), then the Company shall on or prior to the end of such thirty (30) day period, notify the Institutional Stockholders thereof, such notice to identify the Securities not purchased by the Institutional Stockholders and the Person Company pursuant to whom such Interests have been Transferred Sections 2.6(b) and (c) (the “Involuntary Transferee”"Subject Securities"). For a period of thirty (30) days after receipt of such notice from the Company, each of the Institutional Stockholders shall have the obligation irrevocable right to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of purchase any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name all of the Involuntary TransfereeSubject Securities, giving a detailed description Pro Rata; provided, however, that in the event any Institutional Stockholder does not purchase any or all of its Pro Rata portion of the circumstances giving rise to, and stating the legal basis forSubject Securities, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company remaining Institutional Stockholders shall have the right to purchasepurchase such portion pro rata as among themselves until all of the Subject Securities are purchased or until such persons do not desire to purchase any more Subject Securities. The right of the Institutional Stockholders to purchase Subject Securities pursuant to this Section 2.6(d) shall be exercisable by delivery of a notice to the transferor (or transferee following the occurrence of any Involuntary Transfer) setting forth the maximum number of Subject Securities that such person wishes to purchase including any number which would be allocated in the event that any Institutional Stockholder does not purchase all or any portion of its pro rata portion. (e) Any purchase pursuant to this Section 2.6 shall be at the price and on the terms applicable to such Involuntary Transfer; provided, however, that if the nature of the event giving rise to such Involuntary Transfer is such that no readily determinable consideration is to be paid for or assigned to the Transfer of the Restricted Securities or Restricted Preferred Securities, the price to be paid by the Company or the Institutional Stockholders, as the case may be, and the Involuntary Transferee applicable terms shall have be the obligation purchase price and terms applicable to sella Sale Event pursuant to Section 4.2. The closing of the purchase and sale of such Restricted Securities or Restricted Preferred Securities pursuant to this Section 2.6 shall be held at the place and on the date to be established by the Company and/or the Institutional Stockholders, all (but not as the case may be, which in no event shall be less than allten (10) nor more than forty-five (45) days from the date on which the Company and/or the Institutional Stockholders, as the case may be, gives notice of its election to purchase such Restricted Securities or Restricted Preferred Securities. At such closing, the Interests acquired Stockholder (or his or its legal representative or successor) shall deliver the certificates evidencing the Restricted Securities or Restricted Preferred Securities to be purchased by the Involuntary Transferee for a purchase price equal Company and/or the Institutional Stockholders, as the case may be, as applicable, accompanied by stock powers, duly endorsed in blank, or duly executed instruments of Transfer, and any other documents that are necessary to Transfer to the lesser of (i) Company and/or the Fair Market Value of such Interest and (ii) Institutional Stockholders, as the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excesscase may be, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect good title to such Override Units.Restricted Securities or Restricted Preferred Securities free and clear of all Liens and,

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “No Involuntary Transfer”) Transfer shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests effective except in accordance with this Section 12.4. the following: (a) Upon the occurrence of an Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice with respect to the Company indicating that Interest of Chalk or Cottxxxxxx, xxe Bank may, but shall not be required to, purchase the Involuntary Transfer has occurred, specifying Interest for an amount equal to its Fair Market Value at the name time of the Involuntary TransfereeTransfer. (b) The Bank shall, giving a detailed description if it desires to purchase the Interest, elect to purchase it by delivering notice of its election to purchase the Interest to the Transferring Member or his Representative within sixty (60) days after the date the Company or the Bank receives written notice from any Person of the circumstances giving rise to, and stating the legal basis for, event causing the Involuntary Transfer. Upon If the receipt Bank delivers notice of its election to purchase the notice described in the preceding sentence, and for 60 days thereafterInterest, the Company shall have the right to purchase, Bank and the Involuntary Transferee shall have Transferring Member or his Representative will each select an appraiser for the obligation to sell, all (but not less than all) purpose of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) determining the Fair Market Value of such the Interest and will exercise reasonably diligent efforts to cause the appraisal to be completed as promptly as reasonably possible. (iic) The Bank will purchase the amount Interests by delivering to the Transferring Member or his Representative, or such other Person as may be required, within thirty (30) days after the delivery of the indebtedness final appraisal, cash or other liability that gave rise a Note, or both, in an aggregate amount equal to the purchase price for his respective Interest. Any such Note shall contain the same terms and provisions as are provided for Notes delivered under SECTION 11.2. (d) If the Bank does not elect to purchase the Interest by the end of such 60-day period or fails to pay the purchase price by the end of the 30-day period subsequent thereto, the Involuntary Transfer plus will be deemed effective immediately, but the excessTransferee may be admitted as a Member only in accordance with the provisions of ARTICLE XIV. (e) A Transferring Member or his Representative shall be obligated to honor and comply with the provisions of this Agreement, if anyshall not have any authority, of the Carrying Value of such Interests over the amount of such indebtedness rights or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights powers with respect to such Override UnitsTransferring Member's Interest hereunder or under law other than as strictly necessary to enable such Person to carry out its obligations as set forth herein or as may be required pursuant hereto, shall be deemed by the Transferee's execution of or consent to be bound by this Agreement to have consented to the admission as a Member of any Transferee of the Transferring Member's Interest and to have agreed to deliver written evidence of such consent pursuant to SECTION 14.2 if requested to do so by the Managers or the other Members, and shall cooperate fully with the Company, the Managers and the other Members by taking or refraining from taking such actions, including, without limitation, executing and delivering any instruments or documents that may be required under or pursuant to SECTION 14.2 or that the Managers or the other Members may deem necessary or appropriate, in carrying out the provisions of this Agreement.

Involuntary Transfers. Any (a) In the case of any transfer of title or beneficial ownership of Interests Units upon default, foreclosure, forfeitforfeiture, divorce, court order or otherwise otherwise, other than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest), such Management Member or Outside Member shall promptly (but in no event later than two days after such the Involuntary Transfer) furnish written notice (the “Involuntary Transfer Notice”) to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom the shares were transferred (the “Involuntary Transferee”), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. . (b) Upon the receipt of the notice described in the preceding sentenceInvoluntary Transfer Notice, and for 60 days thereafter, the Company shall have the right to purchaserepurchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Units acquired by the Involuntary Transferee for a purchase repurchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount Units as of the indebtedness date of the Involuntary Transfer (the “Involuntary Transfer Repurchase Price” and such right, the “Involuntary Transfer Repurchase Right”). The Involuntary Transfer Repurchase Right shall be exercised by written notice (the “Involuntary Transfer Repurchase Notice”) to the Involuntary Transferee given in accordance with Section 16.7 on or other liability that gave rise prior to the last date on which the Involuntary Transfer Repurchase Right may be exercised by the Company. (c) Subject to Section 10.7, the repurchase of Units pursuant to the exercise of the Involuntary Transfer Repurchase Right shall take place on a date specified by the Company, but in no event following the later of the 60th day following the date of the Involuntary Transfer Repurchase Notice or the 10th day following the receipt by the Company of all necessary governmental approvals. On such date, the Involuntary Transferee shall transfer the Units subject to the Involuntary Transfer plus Repurchase Notice to the excessCompany, free and clear of all liens and encumbrances, by delivering to the Company the certificates representing the Units to be purchased (if anythe Units are certificated), duly endorsed for Transfer and, as applicable, an instrument evidencing the transfer or the cancellation of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise Units subject to the Involuntary Transfer. Notwithstanding anything Transfer Repurchase Notice, and the Company shall pay to the contrary, any Involuntary Transferee the Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Repurchase Price. The Involuntary Transferee shall have no rights with respect use all commercially reasonable efforts to assist the Company in order to expedite all proceedings described in this Section 10.6. If the Involuntary Transferee transfers the Units to the Company as required, the Company will cancel such Override UnitsUnits and deposit the funds in a non-interest bearing account and make payment upon delivery.

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests shares of Company Stock, other than an Excluded Transfer, upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 and 6.4 or, if the Person Company fails to whom exercise such Interests have been Transferred right, the Xxxxx Group (or its designees, which designees shall become parties hereto in accordance with the “Involuntary Transferee”terms hereof) shall have the obligation to sell such Interests in accordance with this Section 12.4right. Upon the Involuntary Transfer of any Interestshares of Company Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company and the Xxxxx Group indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company (or its designee(s)) shall have the right (and in the event the Company fails to exercise such right within such 30 day period then, until the later of (i) five days from the end of such 30 day period and (ii) 10 days from the day the Xxxxx Group receives notification from the Company that it is declining to exercise such right, the Xxxxx Group (and its designee(s)) shall have the right) to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Company Stock acquired by the Involuntary Transferee for a purchase price equal to (subject to the following paragraph) the lesser of (i) the Fair Market Value of such Interest shares of Company Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Company Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the Board may, for good cause shown by the Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Company Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee shall have no rights with respect to such Override Unitsamount.

Involuntary Transfers. Any transfer of title (a) In the event that (i) a petition in bankruptcy is filed by or beneficial ownership of Interests upon defaultagainst Preferred Share-member; (ii) Preferred Share-member’s Shares are involuntarily Transferred, which Transfer may include without limitation attachment, levy, divorce, foreclosure, forfeit, divorce, or sale by virtue of any judicial order of any court order or otherwise than by of record; (each a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary TransferDefaulting Preferred Share-member”) shall be void unless for a period of one- hundred and eighty (180) days after the date any such Management Member or Outside Member complies with this Section 12.4 and enables petition in bankruptcy is filed, the Company to exercise in full its rights hereunder. Upon effective date of any Involuntary such involuntary Transfer, the Company Cooperative shall have the first right of refusal to redeem the Shares of the Defaulting Preferred Share-member in accordance with the terms and conditions set forth in Sections 2.4(b) and (c) below. In accordance with the Bylaws, in the event that the Cooperative, at any time hereafter exercises its right to repurchase the Preferred Share-member’s Shares (“Call Option”) and terminate Preferred Share-member’s interest in the Cooperative, which shall be in the sole discretion of the Board (“Called Preferred Share-member”), for a period of one-hundred and eighty (180) days after the date of the Cooperative’s exercise of its Call Option, which shall be evidenced by a written consent of the Board, the Cooperative shall have the right to purchase such Interests pursuant to this Section 12.4 and redeem the Person to whom such Interests have been Transferred (Shares of the “Involuntary Transferee”) shall have the obligation to sell such Interests Called Preferred Share-member in accordance with this the terms and conditions set forth in Section 12.4. Upon 2.4(b) and (c) below. (b) In the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice the Cooperative exercises its right to redeem the Company indicating that the Involuntary Transfer has occurred, specifying the name Shares of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis forDefaulting Preferred Share-member, the Involuntary Transfer. Upon Cooperative shall pay to such Defaulting Preferred Share-member a redemption price (also the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company “Redemption Price”) which shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price be equal to the lesser Original Purchase Price plus declared but unpaid dividends less a discount of twenty-five percent (i) 25%). The discount for Shares is intended, among other things, as liquidated damages to compensate the Fair Market Value Cooperative for redeeming the Shares of such Interest Defaulting Preferred Share-member at a time which may be disadvantageous to the Cooperative and (ii) as an equivalent to broker’s commissions, closing costs, price reductions to obtain a prompt sale and the amount like that would have been paid or made had all of the indebtedness or other liability that gave rise Cooperative’s assets been sold on the open market at a price necessary to obtain a prompt sale. (c) In the event the Cooperative exercises its right to redeem the Shares of the Called Preferred Share-member, the Cooperative shall pay to such Defaulting Preferred Share-member a redemption price (also the “Redemption Price”) which shall be equal to the Involuntary Original Purchase Price plus declared but unpaid dividends of such Called Preferred Share-member’s Shares determined as of the effective date of such involuntary Transfer plus a premium of five percent (5%). The premium for Shares is intended, among other things, as a disincentive for the excess, if any, Cooperative to exercise its Call Option without proper purpose or good cause and to compensate Preferred Share-member for the risk of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitshaving his Shares redeemed unilaterally.

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests shares of Company Stock, other than an Excluded Transfer, upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Stockholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 and 6.4 or, if the Person Company fails to whom exercise such Interests have been Transferred right, the Xxxxx Group (or its designees, which designees shall become parties hereto in accordance with the “Involuntary Transferee”terms hereof) shall have the obligation to sell such Interests in accordance with this Section 12.4right. Upon the Involuntary Transfer of any Interestshares of Company Stock, such Management Member or Outside Member Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company and the Xxxxx Group indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee, ") and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company (or its designee(s)) shall have the right (and in the event the Company fails to exercise such right within such 30 day period then, until the later of (i) five days from the end of such 30 day period and (ii) 10 days from the day the Xxxxx Group receives notification from the Company that it is declining to exercise such right, the Xxxxx Group (and its designee(s)) shall have the right) to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Company Stock acquired by the Involuntary Transferee for a purchase price equal to (subject to the following paragraph) the lesser of (i) the Fair Market Value of such Interest shares of Company Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Company Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any In the event that the Incentive Securities owned by any Management Investor shall be subject to sale or other Transfer (the date of such sale or transfer shall hereinafter be referred to as the "Transfer Date") prior to the fifth anniversary of title the Closing Date by reason of (i) bankruptcy or beneficial ownership insolvency proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Investor shall give the Company written notice thereof promptly upon the occurrence of Interests upon defaultsuch event stating the terms of such proposed Transfer, foreclosurethe identity of the proposed transferee, forfeitthe price or other consideration, divorceif readily determinable, court order for which the Incentive Securities are proposed to be transferred, and the number of Incentive Securities to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or otherwise than a designee selected by a voluntary decision on majority of the part non-employee members of a Management Member or Outside Member (eachthe Board of Directors of the Company, an “Involuntary Transfer”) shall have the right and option to purchase all, but not less than all of such Incentive Securities which right shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables exercised by written notice given by the Company to exercise such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 6.4 shall be at the price and on the terms applicable to such proposed Transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Incentive Securities, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable hereunder had the Management Investor incurred a Termination Date as of the date of such proposed Transfer for the Incentive Securities. The closing of the purchase and sale of Incentive Securities shall be held at the place and the date to be established by the Company, which in full no event shall be less than 10 or more than 60 days from the date on which the Company gives notice of its rights hereunderelection to purchase the Incentive Securities. Upon At such closing, the Management Investor shall deliver the certificates evidencing the number of Incentive Securities to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any Involuntary Transferother documents that are necessary to transfer to the Company good title to such of the securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice deliver to the Company indicating that Management Investor the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Incentive Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer of Capital Stock --------------------- affecting a Holder (the "Affected Holder"), each Interested Party and the Affected Holder, as applicable, will comply with the following provisions: (i) The Interested Party and in the case of a Marital Relationship Transfer, the Company shall have the right Affected Holder will deliver or cause to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred be delivered a written notice (the “"Notice of Involuntary Transferee”Transfer") shall have to the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in Company no event later than two thirty (30) days after such Involuntary Transfer) furnish written notice to the Company indicating that the . The Notice of Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving will include (A) a detailed description of the circumstances giving rise to, and stating the legal basis for, resulting in the Involuntary Transfer. Upon ; (B) the receipt name and address of each Interested Party; and (C) the notice described in the preceding sentencetype (i.e., Class A Common, Class B Common, Preferred Stock, and/or Warrants) and for 60 days thereafter, the Company shall have the right amount of Capital Stock subject to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and Transfer. (ii) In the amount case of a Marital Relationship Transfer, the Notice of Involuntary Transfer will constitute an irrevocable offer by the Interested Party to sell to the Affected Holder, at Fair Market Value, all or any portion of the indebtedness Capital Stock that was subject to the Marital Relationship Transfer. Such offer will remain open for a period of thirty (30) days after delivery of the Notice of Involuntary Transfer. Within such 30-day period, the Affected Holder may elect to accept such offer in whole or other liability that gave rise in part by delivering to the Interested Party and the Company written notice of its irrevocable election to accept such offer. If the Affected Holder does not accept such offer within such 30-day period with respect to all of the Capital Stock subject to the Marital Relationship Transfer, then the Company will have the option, pursuant to Section 3(a)(iii), to purchase any remaining Capital Stock. (iii) The Notice of Involuntary Transfer will constitute an irrevocable offer by the Interested Party to sell to the Company (and/or to one or more Holders as hereinafter provided), at Fair Market Value, all or any portion of the Capital Stock subject to the Involuntary Transfer plus that is not purchased by the excess, if any, Affected Holder pursuant to Section 3(a)(ii). Such offer will remain open to the Company for a period of sixty (60) days after delivery of the Carrying Value Notice of Involuntary Transfer. Within such Interests over 60-day period, the amount Company may elect to accept such offer in whole or in part by delivering to the Interested Party written notice of its irrevocable election to accept such indebtedness or other liability that gave rise offer. If the Company does not fully exercise its right to purchase the Capital Stock subject to the Involuntary Transfer, then upon the expiration of the 60-day period referenced above, the Notice of Involuntary Transfer shall be deemed to be a "Selling Party's Notice" without a Third Party Offer and the Interested Party shall be deemed to be a "Selling Party" as such terms are hereinafter defined, and the Holders shall be given an opportunity to purchase the remaining Capital Stock, at Fair Market Value, as provided in Section 3(b) below. (iv) If the Affected Holder and/or the Company elect to purchase Capital Stock pursuant to this Section 3(a), the closing of the purchase and sale will occur on or before the ninetieth (90th) day following delivery of the Notice of Involuntary Transfer. Notwithstanding anything The purchase price will be payable, at the option of the purchaser, (A) in a single lump sum at the closing, or (B) at least twenty percent (20%) in cash at the closing and the balance in four (4) equal annual installments of principal and interest, commencing one year after the closing, in which case each purchaser's obligation to pay the purchase price will be evidenced by a promissory note executed and delivered to the contraryInterested Party by such purchaser at the closing. The outstanding principal amount of each such promissory note will bear interest at a fixed annual rate equal to the yield of the U.S. Treasury Securities having a maturity of four years reported in The Wall Street Journal on the date prior ----------------------- to closing (or the most comparable government bond yield then reported). At the closing, any Involuntary Transfer the purchaser(s) will deliver the consideration payable to the order of Override Units shall result the Interested Party, against delivery by the Interested Party of the Capital Stock being so purchased, free and clear of all liens, claims and encumbrances (other than this Agreement) and endorsed in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsgood form for transfer.

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeit, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member an Employee Stockholder (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer), the Company Endo LLC shall have the right to purchase such Interests shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.45.5. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Employee Stockholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the “Notice”) to the Company Endo LLC indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the “Involuntary Transferee, ”) and giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company Endo LLC shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (all, but not less than all) , of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value 11 of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the LLC Board may, for good cause shown by the Employee Stockholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. Endo LLC’s right to purchase pursuant to this Section 5.5 shall have no rights be assignable in accordance with respect Section 5.4 as if such right to such Override Unitspurchase were a “right of first refusal”.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests Profits Units by a Management Member upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a such Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such the Management Member or Outside Member complies with this Section 12.4 12.3 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests Profits Units pursuant to this Section 12.4 12.3 and the Person to whom such Interests Profits Units have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests Profits Units in accordance with this Section 12.412.3. Upon the Involuntary Transfer of any InterestProfits Units, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 sixty (60) days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Profits Units acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Profits Units shall result in the immediate forfeiture of such Override Profits Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Profits Units. The provisions of Article VII providing for no consideration upon a forfeiture are exclusive and no holder of any forfeited Restricted Common Unit and Profits Unit shall be entitled to any rights under this Agreement with respect thereto (including, without limitation, pursuant to Article IX) nor any claim to any distribution under Section 18-604 of the Delaware Act or otherwise.

Involuntary Transfers. Any transfer (a) On the date of title or beneficial ownership the occurrence of Interests upon defaultan Involuntary Transfer (“Transfer Event”), foreclosurethe Involuntary Transferee of such Membership Interest shall thereupon become an Economic Interest Holder and shall not become, forfeita Member, divorceunless admitted as a Member pursuant to Section 4.01(b). On a Transfer Event, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) Transferee shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables deemed to have offered for sale, without any further action required, the Company entire Membership Interest subject to exercise in full its rights hereunderthe Involuntary Transfer (“Affected Membership Interest”). Upon any Involuntary TransferFirst, the Company shall have the right 30 days from said date within which to elect to purchase some or all of the Affected Membership Interest, and if the Company elects not to do so within said 30- da y period, then the remaining Members shall have 30 days to elect to purchase their pro-rata share (based on their current Percentage Interest) of the Affected Membership Interest. In the event that the exercise of any such Interests pursuant election must be approved in any legal proceeding and such approval does not occur within the time periods set forth in this Section, such time periods shall be extended and tolled until fifteen (15) days after the date of any such approvals in order to this Section 12.4 permit the orderly exercise of such elections. The purchase price for such Affected Membership Interest shall be Fair Market Value as of the Transfer Event. (b) In the event that the Company and the Person remaining Members elect not to whom such Interests have been Transferred (purchase some or all of the “Involuntary Transferee”) shall have the obligation to sell such Interests Affected Membership Interest in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for8.02(a), the Involuntary Transfer. Upon the receipt Transferee of the notice described in portion of such Membership Interest that is not purchased shall hold such portion of such Membership Interest solely as an Economic Interest holder and shall be entitled to the preceding sentenceEconomic Interest derived from such Membership Interest, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) to any other rights of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value ownership of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsMembership Interest.

Involuntary Transfers. Any transfer In the event that Securities owned by any --------------------- Management Investor, or his Permitted Transferees, shall be subject to sale or other Transfer (the date of title such sale or beneficial ownership Transfer shall hereinafter be referred to as the "Transfer Date") by reason of Interests (i) bankruptcy or insolvency ------------- proceedings, whether voluntary or involuntary, or (ii) distraint, levy, execution or other involuntary Transfer, then such Management Investor, or his Permitted Transferees, shall give the Company written notice thereof promptly upon defaultthe occurrence of such event stating the terms of such proposed Transfer, foreclosurethe identity of the proposed transferee, forfeitthe price or other consideration, divorceif readily determinable, court order for which the Securities are proposed to be transferred, and the number of shares of Common Stock to be transferred. After its receipt of such notice or, failing such receipt, after the Company otherwise obtains actual knowledge of such a proposed Transfer, the Company, or otherwise than a designee selected by a voluntary decision on majority of the part non-employee members of a Management Member or Outside Member (eachthe Board of Directors of the Company, an “Involuntary Transfer”) shall have the right and option to purchase all, but, not less than all of such Securities which right shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables exercised by written notice given by the Company to exercise such proposed transferor within 60 days following the Company's receipt of such notice or, failing such receipt, the Company's obtaining actual knowledge of such proposed Transfer. Any purchase pursuant to this Section 7.4 shall be at the price and on the terms applicable to such proposed transfer. If the nature of the event giving rise to such involuntary Transfer is such that no readily determinable consideration is to be paid for the Transfer of the Securities, the price to be paid by the Company shall be the Option Purchase Price that would have been applicable hereunder had the Management Investor incurred a Termination Date as of the date of such proposed Transfer of the Securities and such Securities had been Incentive Shares. The closing of the purchase and sale of Securities shall be held at the place and the date to be established by the Company, which in full no event shall be less than ten or more than 60 days from the date on which the Company gives notice of its rights hereunderelection to purchase the Securities. Upon At such closing, the Management Investor, or his Permitted Transferees, shall deliver the certificates evidencing the number of shares of Common Stock to be purchased by the Company, accompanied by stock powers duly endorsed in blank or duly executed instruments of transfer, and any Involuntary Transferother documents that are necessary to transfer to the Company good title to such of the securities to be transferred, free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims and options of whatever nature other than those imposed under this Agreement, and concurrently with such delivery, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice deliver to the Company indicating that the Involuntary Transfer has occurredManagement Investor, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis foror his Permitted Transferees, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the full amount of the indebtedness purchase price for such Securities in cash by certified or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitsbank cashier's check.

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests Shares upon default, foreclosure, forfeit, divorcecourt order, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Shareholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company shall have the right but not the obligation to purchase such Interests Shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.43.4. Upon the Involuntary Transfer of any InterestShares, such Management Member or Outside Member Shareholder shall promptly (but in no event later than two 10 days after such Involuntary Transfer) furnish written notice (the "Involuntary Transfer Notice") to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such Shares have been transferred (the "Involuntary Transferee"), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceInvoluntary Transfer Notice, and for 60 90 days thereafter, the Company shall have the right right, but not the obligation, to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Shares acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) Shares on the amount date of the indebtedness or other liability that gave rise transfer to the Involuntary Transferee. The Company's right to purchase pursuant to this Section 3.4 shall be assignable in whole or in part to any one or more Shareholders with such rights to be accorded and exercised in accordance with Section 3.2. In the event that neither the Company nor the other Shareholders exercise their rights, then the Involuntary Transferee may elect to remain a Shareholder or seek a third party offer under Section 3.2 and in accordance with the procedures therein. Any Transfer plus under this Section 3.4, and the excesspayments of cash or other consideration, if anyunder Section 3.5 or otherwise, shall be implemented and closed within 180 days of the Carrying Value date of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override UnitsNotice.

Involuntary Transfers. (i) Any transfer Involuntary Transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than Shares owned by a voluntary decision on Stockholder shall be subject to the part prior rights of a Management Member or Outside Member the Company and Stockholders hereunder and any such Involuntary Transfer shall be deemed to be an offer made by the Stockholder who is the subject of such Involuntary Transfer to sell said Shares at the Fair Market Value to the Company. (each, ii) Any Stockholder whose Shares are the subject of an “Involuntary Transfer shall notify the Company in writing within ten (10) days of such Involuntary Transfer”) , but the failure to give such notice shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables not affect the Company to exercise in full its rights of the parties hereunder. Upon the Company's receipt of such notice (or if no notice is received, upon the senior management of the Company becoming aware that such Involuntary Transfer has occurred or is about to occur), the Company forthwith will notify the Lee Xxxders of such receipt. The Company shall act upon the deemed offer under this Section within the time periods and following the applicable procedures set forth in this Section 2.1(d). (iii) The Company may elect to purchase any or all of the Shares subject to an Involuntary TransferTransfer by delivering a written notice to the Stockholder who is the subject of such Involuntary Transfer of the Company's intent to purchase such Shares on or before the 90th day following the later to occur of the date of the Company's receipt of written notice setting forth the existence of such an Involuntary Transfer and the date of such Involuntary Transfer (the later of such dates is referred to herein as the "DEEMED OFFER DATE"). The closing of the purchase by the Company of any Shares pursuant to this Section 2.1(d) shall take place at the principal office of the Company on the 180th day following the Deemed Offer Date. At such closing, the Company shall have deliver to the right to purchase Stockholder who is the subject of such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer the Fair Market Value of any Interestthe Shares being acquired, such Management Member or Outside Member shall promptly (but against delivery of original stock certificates and stock powers duly endorsed in no event later than two days after such Involuntary Transfer) furnish written notice to favor of the Company indicating that representing the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests Shares being acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) Company. The Company, at is option, may pay the Fair Market Value of such Interest Shares in the form of company check, wire transfer, or delivery of a promissory note bearing interest at the applicable federal rate and (ii) having a maturity date not later than five years from the amount date of issuance thereof. All of the indebtedness or other liability that gave rise foregoing deliveries will be deemed to have been made simultaneously and none shall be deemed completed until all have been completed. All Shares which the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise Company does not elect to the purchase pursuant to this Section 2.1(d) may be Transferred pursuant to an Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.

Involuntary Transfers. Any In the case of any transfer of title or beneficial ownership of Interests shares of Common Stock upon default, foreclosure, forfeitforfeiture, divorce, court order order, or otherwise than by a voluntary decision on the part of a Management Member or Outside Member Shareholder (each, an “"Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer"), the Company shall have the right to purchase such Interests shares pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.46.6. Upon the Involuntary Transfer of any Interestshares of Common Stock, such Management Member or Outside Member Shareholder shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice (the "Notice") to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the person to whom such shares have been transferred (the "Involuntary Transferee"), giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentenceNotice, and for 60 30 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests shares of Common Stock acquired by the Involuntary Transferee for a purchase price equal to the lesser of (ia) the Fair Market Value of such Interest shares of Common Stock on the date of transfer to the Involuntary Transferee (determined with reference to the most recent Appraisal prepared and delivered pursuant to Section 4.1) and (iib) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests shares of Common Stock over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything the foregoing, the Board may, for good cause shown by the Shareholder who made the Involuntary Transfer, determine that payment of a purchase price equal to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture Fair Market Value of such Override Units and without any compensation thereforshares of Common Stock on the date of transfer to the Involuntary Transferee would be appropriate under the circumstances, and direct that payment be made in such Involuntary Transferee amount. The Company's right to purchase pursuant to this Section 6.6 shall have no rights be assignable in accordance with respect Section 6.4 as if such right to such Override Unitspurchase were a "right to accept an Offer."

Involuntary Transfers. Any Subject to the provisions of Section 1 above, in the event, at any time after the date of this Agreement, of any transfer by operation of title law or beneficial ownership other involuntary transfer (excluding upon death but including upon divorce or as a result of Interests upon defaultbankruptcy, foreclosureattachment, forfeitlevy execution, divorce, court order sequestration or otherwise than garnishment) of all or any portion of the Shares by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transferrecord holder thereof, the Company shall have a right (but not an obligation) to acquire all or any of the right Shares, and any such transferee shall be subject to purchase such Interests pursuant to and bound by the terms of this Section 12.4 and 3. Upon any such transfer, the Person to whom transferee thereof shall immediately notify the Company in writing of such Interests have been Transferred (transfer. The right of the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with Company under this Section 12.43 to acquire any or all of the Shares so transferred shall terminate ninety (90) days following receipt of such notice from the transferee. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to If the Company indicating that the Involuntary Transfer has occurred, specifying the name elects to exercise such right as to any or all of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafterShares, the Company shall have notify the right transferee in writing thereof within such ninety (90) day period, specifying therein the number of Shares to purchasebe so acquired (and, if less than all of the Shares so transferred, the specific Shares to be so acquired), accompanied by payment, in cash or by check, for the Shares being so acquired. The purchase price to be paid by the Company for the Shares to be so acquired shall be the sum of the fair market value per share thereof as of such date, as determined in good faith by the Board (which determination shall be final, binding and conclusive on the Company and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) transferee). Upon receipt of the Interests foregoing, the transferee shall promptly endorse and deliver to the Company the stock certificates representing the Shares being acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness Company pursuant hereto. The Company’s rights under this Section 3 shall be freely assignable, in whole or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Unitspart.

Involuntary Transfers. Any Upon any involuntary transfer of all or any part of the Membership Interest of a Member (the "Transferred Interest") pursuant to a levy of execution, foreclosure of pledge, garnishment, attachment, divorce decree, bankruptcy or other legal process (other than a Permitted Transfer), the transferee or transferees of the Transferred Interest or any successor in title to the Transferred Interest shall, within thirty (30) days after such transfer, offer such Transferred Interest at the Fair Market Value (as determined in accordance with Section 11.07 below) thereof at the end of the month immediately preceding such transfer for sale first to the other Members and second to the Company under this Section 11.03. Such offer shall be made in writing to the Company and the other Members (the "Transfer Notice") and shall disclose the terms and conditions of the acquisition of the Transferred Interest by the transferee or beneficial ownership transferees of, or the successor in title to, the Transferred Interest. Upon receipt of Interests upon defaultthe Transfer Notice, foreclosurethe Company shall have the Fair Market Value of the Transferred Interest determined in accordance with Section 11.07 and shall promptly notify the Members and the person giving the Transfer Notice of the Fair Market Value of such Transferred Interest (the "Appraisal Notice"). The Members (other than the Members whose Membership Interest was subject to the transfer by legal process) shall have the right to purchase some or all of the Transferred Interest at such Fair Market Value by giving written notice to such transferee or transferees within thirty (30) days after receipt of the Appraisal Notice. If more than one Member elects to purchase the Transferred Interest, forfeit, divorce, court order the electing Members shall each purchase their proportionate share (as provided in Section 11.03(c)) of the Transferred Interest) or otherwise than by a voluntary decision on as such electing Members mutually agree. If the part other Members do not purchase all of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary TransferTransferred Interest, the Company shall have the right to purchase all or some of the Transferred Interest at such Interests pursuant Fair Market Value by giving written notice to this Section 12.4 such transferee or transferees or successor in title within forty-five (45) days after the Company's receipt of the Transfer Notice. In the event a transferee fails to provide Transfer Notice to the Members and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.4. Upon the Involuntary Transfer of any InterestCompany, such Management a Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish the Company receiving notice of a transfer of a Membership Interest by legal process or otherwise may give written notice to the Members and the Company indicating that of the Involuntary Transfer has occurredfacts and circumstances of such transfer as known by such person, specifying including the name and address of the Involuntary Transfereeany such transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described transferees or successor in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, title and such Involuntary Transferee notice shall have no rights with respect to such Override Unitsbe considered the Transfer Notice for the purposes of this Section 11.03(d).

Involuntary Transfers. Any transfer If, despite the provisions of title Section 11.1, any Member’s Membership Interest is sought to be transferred by any involuntary means, including, but without limitation, attachment, garnishment,, execution, levy, or beneficial ownership of Interests upon defaultbankruptcy, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on then the part of a Management other Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such Management Member or Outside Member complies with this Section 12.4 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 and the Person to whom such Interests have been Transferred option (the “Involuntary TransfereeOption”) to purchase all or any portion of the Membership Interest sought to be involuntarily transferred at the price and on the terms set out below. The Involuntary Option shall have commence upon receipt by the obligation other Member of actual notice of the attempted involuntary transfer and terminate, unless exercised, 60 days thereafter. An election to sell exercise any Involuntary Option shall be made in writing and transmitted to the Member whose Membership Interest is sought to be involuntarily transferred. If, notwithstanding the provisions of this Section 11.2, any Membership Interest is transferred by involuntary means and the Member entitled to exercise the Involuntary Option under this Section 11.2 did not receive at least 60 days prior actual notice of the pending involuntary transfer, the Involuntary Option shall remain in force and such Interests Member may purchase the Membership Interest from the transferee(s) of the involuntary transfer at any time within 60 days following the receipt by such Member of notice of such pending or completed involuntary transfer upon the terms set out in this Section 11.2. The purchase price for all of a Member’s Membership Interest purchased pursuant to the exercise of an-Involuntary,Option shall be an amount equal to the Capital Account balance of such Member. The closing of a transfer pursuant to the Involuntary Option shall occur within 45 days following the exercise of the Involuntary Option by the payment of the purchase price to the Member whose interest is transferred or by the payment into a court of competent jurisdiction through an interpleader or other action or in a pending proceeding pursuant to which the involuntary transfer was sought. The transfer of the Membership Interest in accordance with the foregoing shall be automatic. The nature of each Member’s Membership Interest incorporates the rights set out in this Section 12.4. Upon the Involuntary Transfer of any Interest, such Management Member or Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units11.2.

Involuntary Transfers. Any transfer of title or beneficial ownership of Interests upon default, foreclosure, forfeit, divorce, court order or otherwise than by a voluntary decision on the part of a Management Member or Outside Member (each, an “Involuntary Transfer”) shall be void unless such the Management Member or Outside Member complies with this Section 12.4 12.5 and enables the Company to exercise in full its rights hereunder. Upon any Involuntary Transfer, the Company shall have the right to purchase such Interests pursuant to this Section 12.4 12.5 and the Person to whom such Interests have been Transferred (the “Involuntary Transferee”) shall have the obligation to sell such Interests in accordance with this Section 12.412.5. Upon the Involuntary Transfer of any Interest, such Management Member or an Outside Member shall promptly (but in no event later than two days after such Involuntary Transfer) furnish written notice to the Company indicating that the Involuntary Transfer has Table of Contents occurred, specifying the name of the Involuntary Transferee, giving a detailed description of the circumstances giving rise to, and stating the legal basis for, the Involuntary Transfer. Upon the receipt of the notice described in the preceding sentence, and for 60 days thereafter, the Company shall have the right to purchase, and the Involuntary Transferee shall have the obligation to sell, all (but not less than all) of the Interests acquired by the Involuntary Transferee for a purchase price equal to the lesser of (i) the Fair Market Value of such Interest and (ii) the amount of the indebtedness or other liability that gave rise to the Involuntary Transfer plus the excess, if any, of the Carrying Value of such Interests over the amount of such indebtedness or other liability that gave rise to the Involuntary Transfer. Notwithstanding anything to the contrary, any Involuntary Transfer of Override Units shall result in the immediate forfeiture of such Override Units and without any compensation therefor, and such Involuntary Transferee shall have no rights with respect to such Override Units.