Common use of Liquidity Rights Clause in Contracts

Liquidity Rights. (a) Each Member shall have the right (the “Liquidity Right”): (i) from and after the fourth anniversary of the Effective Date; (ii) upon the occurrence of a Deadlock; and (iii) upon the occurrence of a Terminable Event with respect to such Member, exercisable by written notice (the “Liquidity Notice”) to the other Member (the “Notice Member”), to require the Company and/or the Notice Member to purchase all (but not less than all) of its Interests. In the case of a Liquidity Right that is triggered as a result of the occurrence or existence of a Deadlock or a Terminable Event, then the Member giving the Liquidity Notice (the “Electing Member”) must exercise such Liquidity Right within 180 days after the occurrence of such Deadlock or Terminable Event. The Liquidity Notice shall set forth the Electing Member’s minimum acceptable sale price for the Hotel on an unencumbered basis (the “Floor Value”). Upon receipt of such Liquidity Notice, the Company shall conduct a market test to determine the actual fair market value of the Hotel (the “Actual Value”) in accordance with Section 8.6 hereof. (b) If the Actual Value, as determined in accordance with Section 8.6, is less than the Floor Value, then the Electing Member may withdraw its request to exercise its Liquidity Right. After any such withdrawal, the Electing Member who made the withdrawal may not exercise any Liquidity Rights under this Section 8.3 until one full calendar year has elapsed after the determination of the Actual Value unless a separate and distinct Deadlock or Terminable Event occurs during such one year period. If the Actual Value, as determined in accordance with Section 8.6, is equal to or greater than the Floor Value (or is less than the Floor Value but the Electing Member has not withdrawn its request to exercise its Liquidity Right), then either: (i) the Notice Member may elect in its sole discretion to acquire all of the Interests of the Electing Member at the Buyout Price (as defined below), and the Electing Member shall thereafter be bound to consummate such sale at the Buyout Price; or (ii) the Notice Member may elect to proceed with a Sale of the Hotel or a Sale of the Company and/or its Subsidiaries in accordance with the sale procedures set forth in Section 8.4 (either such Sale transaction described in this item (ii) being referred to as a “Forced Sale”). (c) If the Notice Member elects to acquire the Interests of the Electing Member as contemplated in subsection (b)(i) above, then the closing of such purchase and sale shall occur within 90 days following the date that the Buyout Price is established in accordance with Section 8.6. If the Notice Member elects to consummate a Forced Sale as contemplated in subsection (b)(ii) above, then such Forced Sale shall be conducted in accordance with the sale procedures set forth in Section 8.4 below.

Liquidity Rights. (a) Each Member If, on such date that is three years and six months (3.5 years) after the Closing Date (such date, the “Liquidity Right Measurement Date”) (i) the Closing Sale Price of the Common Stock shall not have the right exceeded $10.00 per share (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and other capital changes or similar events) on each Trading Day during any consecutive 10-Trading Day period (the “Liquidity RightRight Threshold”): ) occurring during the 180 days prior to the Liquidity Right Measurement Date (ithe “Measurement Period”) from and after the fourth anniversary of the Effective Date; (ii) upon the occurrence Investors and their Affiliates Beneficially Own no less than four and nine-tenths percent (4.9%) of a Deadlock; and (iii) upon the occurrence of a Terminable Event outstanding Common Stock, the Investors shall have the rights, subject to the limitations, set forth in this Section 3.1 with respect to shares of Common Stock purchased or otherwise acquired pursuant to the Standby Purchase Agreement upon the Closing and still owned by the Investors at such Membertime. In the foregoing event, exercisable the Investors collectively may, but shall not be obligated to, on one occasion only, provide notice to the Company that they desire to liquidate some or all of the shares of Common Stock owned by written the Investors on the date of such notice (the a “Liquidity Notice”) to the other Member (the “Notice Member”), to require the Company and/or the Notice Member to purchase all (but not less than all) of its Interests. In the case of a Liquidity Right that is triggered as a result of the occurrence or existence of a Deadlock or a Terminable Event, then the Member giving the Liquidity Notice (the “Electing Member”) must exercise such Liquidity Right within 180 days after the occurrence of such Deadlock or Terminable Event. The Liquidity Notice shall set forth the Electing Member’s minimum acceptable sale price for names of the Hotel Investors participating in such Liquidity Notice and the number of shares of Common Stock they wish to liquidate. It is hereby understood and agreed that the Investors may submit only one Liquidity Notice and any such notice shall be delivered to the Company no later than 5:00 PM Eastern Standard Time on an unencumbered basis the tenth (10th) day (or, if such day is not a Business Day, the next Business Day thereafter) following the Liquidity Right Measurement Date (the “Floor ValueLiquidity Right Expiration Date”). Upon receipt of If no such Liquidity NoticeNotice is delivered to the Company on or prior to the Liquidity Right Expiration Date, the Investors shall have no further rights, and the Company shall conduct have no further obligations, under this Section 3.1. In addition, if a market test to determine the actual fair market value of the Hotel (the “Actual Value”) Liquidity Notice is timely delivered, any Investor that has not participated in accordance with such Liquidity Notice shall have no further rights under this Section 8.6 hereof3.1. (b) If the Actual Value, as determined in accordance Investors provide the Company with Section 8.6, is less than the Floor Value, then the Electing Member may withdraw its request to exercise its a timely Liquidity Right. After any such withdrawalNotice, the Electing Member who made Company shall have the withdrawal may not exercise right (the “Company Right”) to purchase from the Investors at any time or from time to time on or before the date that is (6) months after the Liquidity Rights under Right Measurement Date (the “Liquidity Date”), all or the specified portion of the shares of Common Stock still owned by the Investor on the Liquidity Right Measurement Date at a price equal to the greater of (a) $10.00 per share (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and other capital changes or similar events) or (b) an amount per share of Common Stock equal to 95% of the arithmetic average of the VWAPs over the 10 Trading Days immediately prior to the Liquidity Right Measurement Date (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and other capital changes or similar events); provided, however, that the rights granted to the Investors pursuant to this Section 8.3 until one full calendar year has elapsed 3.1 shall not apply to a number of securities that exceeds the aggregate number of shares of Common Stock purchased by the Investors under the Standby Purchase Agreement minus the aggregate number of such shares of Common Stock sold by the Investors prior to the Liquidity Right Measurement Date (the “Investor Standby Shares”). Nothing herein shall prevent the Investors from selling Common Stock after the determination Liquidity Right Measurement date, provided that any sale of the Actual Value unless a separate and distinct Deadlock or Terminable Event occurs during such one year period. If the Actual Value, as determined in accordance with Section 8.6, is equal Common Stock subject to or greater than the Floor Value (or is less than the Floor Value but the Electing Member has not withdrawn its request to exercise its Liquidity Right), then either: (i) the Notice Member may elect in its sole discretion to acquire all of the Interests of the Electing Member at the Buyout Price (as defined below), and the Electing Member shall thereafter be bound to consummate such sale at the Buyout Price; or (ii) the Notice Member may elect to proceed with a Sale of the Hotel or a Sale of the Company and/or its Subsidiaries in accordance with the sale procedures set forth in Section 8.4 (either Right shall proportionately reduce such Sale transaction described in this item (ii) being referred to as a “Forced Sale”)Company Right. (c) In the fiscal quarter immediately preceding the Liquidity Date, the Company shall provide to the Investors a business plan that is commercially reasonable, prepared in good faith, and consistent both with past practice and the business plan provided to the Investors prior to the date hereof and which shall contain, without limitation, an income statement, balance sheet and cash flows in accordance with GAAP and set forth all material business activities and plans of the Company (the foregoing a “Quarterly Business Plan”), which Quarterly Business Plan shall be subject to reasonable approval by the Investor Nominated Directors, acting as a special budget committee solely for such purpose. If the Notice Member elects Company does not exercise the Company Right by the Liquidity Date, the Quarterly Business Plan shall be effective for the ensuing fiscal quarter. The Company shall be required to prepare and furnish to the Investors an updated Quarterly Business Plan for each fiscal quarter during which the Investors shall continue to own Investor Standby Shares after the Liquidity Date. To the extent that during the calendar quarter relating to a Quarterly Business Plan, any expenditures or other items relating to the income statement, balance sheet or cash flows deviate in a manner adverse to the Company by more than 5% from the amounts or related item set forth in the applicable Quarterly Business Plan, then (x) the Company shall be prohibited from making such expenditure or taking any such action without the Investors’ approval, with such approval to be given in the Investors’ sole discretion and (y) any subsequent Quarterly Business Plan shall not be adopted and any related expenditures or actions shall not be taken by the Company without the Investors’ approval, with such approval to be given in the Investors’ sole discretion. Notwithstanding the foregoing, if the use of proceeds of any debt or equity financing is to acquire Investor Standby Shares still owned by the Interests of the Electing Member Investors, Investor approval will not be required so long as contemplated in subsection (b)(i) above, then at the closing of such financing, the proceeds of such financing are paid directly to the Investor to purchase and sale shall occur within 90 days following Investor Standby Shares at the date that the Buyout Price is established in accordance with Section 8.6. If the Notice Member elects to consummate a Forced Sale as contemplated in subsection (b)(ii) above, then such Forced Sale shall be conducted in accordance with the sale procedures price set forth in Section 8.4 below3.1(b). (d) During the Measurement Period, the Investors shall not sell on any Trading Day during the Measurement Period a number of shares of Common Stock that exceeds twenty percent (20%) of the average daily trading volume of the Common Stock as reported by Bloomberg; provided, however, that from and after the such time as the Liquidity Right Threshold has been satisfied, the foregoing restriction shall no longer apply.

Liquidity Rights. (a) Each Member shall have the right Section 5 (the “Liquidity Right”): (i) from and after the fourth anniversary Exercise of the Effective Date; (iiEAR) of the 2019 Agreement is hereby deleted and replaced in its entirety as follows: “Exercise of the EAR. Any unexercised, vested and non-forfeited portion of the EAR shall be exercised automatically upon the occurrence of a Deadlock; Change in Control or Corporate Transaction. Notwithstanding the foregoing, (i) the Company Board (subject to receipt of the written consent of NMP V) may in its sole discretion permit earlier exercise of any vested and non-forfeited portion of the EAR upon the request of CCH and (iiiii) upon (x) in the occurrence event that 100% of Annual Target III is achieved by December 31, 2022, (y) neither CCH nor any of its applicable Affiliates has terminated the CCA or SOW No. 7 either for convenience or in connection with a Terminable Event with respect to Change in Control of Vendor (as defined in Section 13.4 of the CCA) (any such Membertermination, exercisable by written notice (the a “Liquidity NoticeTermination Event”) prior to the other Member applicable NMP Selldown Event (as defined below) and (z) the NMP Entities have received the full amount of the NMP Preference Amount from the sale or 114475094_15 transfer of equity securities of Signify Health, if any NMP Entity sells or otherwise transfers all or any portion of the equity securities of Signify Health held by such NMP Entity to a Third Party (after receiving the NMP Preference Amount in full), including, for the avoidance of doubt, through public sale(s) on the open market (any such sale or transfer, “Notice MemberNMP Selldown Event”), CCH shall have the right to require exercise that portion of the unexercised, vested and non-forfeited portion of the EAR equal to the NMP Selldown Percentage (i.e., if the NMP Selldown Percentage is equal to ten percent (10%), CCH shall have the right to exercise ten percent (10%) of the then-unexercised, vested and non-forfeited portion of the EAR). For the avoidance of doubt, if a Termination Event occurs prior to any NMP Selldown Event, CCH’s right to exercise a portion of the EAR pursuant to the immediately preceding clause (ii) in connection with such NMP Selldown Event shall automatically be forfeited with no further obligation on the Company and/or in respect thereof; provided, that any portion of the Notice Member EAR previously exercised in connection with any NMP Selldown Event(s) that occurred prior to purchase all the Termination Event shall not be affected by this forfeiture. Notwithstanding anything to the contrary contained herein, if a NMP Selldown Event (i) results in the NMP Entities receiving aggregate proceeds in excess of the NMP Preference Amount (when taken together with proceeds of any other NMP Selldown Events), or (ii) occurs after the date on which the NMP Entities have received the full amount of the NMP Preference Amount but not prior to the date on which 100% of Annual Target III is achieved, then CCH shall have the right to exercise a portion of the unexercised, vested and non-forfeited portion of the EAR proportionate to the NMP Selldown Percentage but only following the date upon which 100% of Annual Target III is achieved. For the avoidance of doubt, if a Change in Control or Corporate Transaction occurs and the Fair Market Value of the Equity on the Exercise Date is less than allthe Base Threshold, the remaining portion of the EAR shall automatically be cancelled without any payment being made or owed in respect thereof pursuant to the terms of this Agreement.” (b) Section 6(a) (Payment; Appraisal) of the 2019 Agreement is hereby deleted and replaced in its Interests. In entirety as follows: “Upon exercise of any unexercised, vested and non-forfeited portion of the EAR by reason of a Change in Control or Corporate Transaction, CCH shall be paid the amount of the remaining unexercised, vested and non-forfeited portion of the EAR Value that has been exercised pursuant to Section 5 hereof (which, for the avoidance of doubt, shall be reduced to take into account any portion of the EAR previously exercised, including, among other things, in connection with any prior NMP Selldown Event(s)) in Applicable Consideration at (i) in the case of a Liquidity Right Third Party transaction, the same time as corresponding amounts are actually paid in the Third Party transaction that is triggered as results in such Change in Control or Corporate Transaction or (ii) in any other case, within thirty (30) days following any Change in Control or Corporate Transaction; provided, that any such Change in Control or Corporate Transaction occurs on or before the Expiration Date. Sales of Shares pursuant to a result public offering, sales pursuant to Rule 144 under the Securities Act, or sales otherwise made on the open market shall not constitute Third Party transactions for purposes of this Section 6. Upon exercise of any unexercised, vested and non-forfeited portion of the occurrence or existence EAR by reason of a Deadlock or a Terminable NMP Selldown Event, then CCH shall be paid an amount equal to the Member giving Selldown Trigger Payment Amount in Applicable Consideration, within thirty (30) days following the Liquidity Notice consummation of any NMP Selldown Event; provided, that (i) the “Electing Member”aggregate amount of any cash payments shall not exceed Twenty-Five Million Dollars ($25,000,000) must exercise such Liquidity Right within 180 days after in any calendar quarter (with any payments limited by this clause (i) being paid in the occurrence of such Deadlock immediately following quarter or Terminable Event. The Liquidity Notice shall set forth the Electing Member’s minimum acceptable sale price quarters, as applicable, provided, that, for the Hotel avoidance of doubt, such payments will be distributed across the applicable quarter(s) to ensure that the aggregate payments made 114475094_15 during any individual calendar quarter does not exceed Twenty-Five Million Dollars ($25,000,000)) and (ii) in no event shall any payment be made in respect of an NMP Selldown Event unless and until 100% of Annual Target III is achieved by December 31, 2022. Signify Health shall register any Class A Shares issued as Applicable Consideration hereunder on an unencumbered basis Form S-1 or S-3 under the Securities Act, as applicable, as promptly as commercially practicable following the date of issuance.” (c) The definition of “Applicable Consideration” in Section 6(c) (Payment; Appraisal) of the 2019 Agreement is hereby deleted and replaced in its entirety as follows: “Floor Value”). Upon ‘Applicable Consideration’ shall mean (i) cash in the event of a Change in Control or Corporate Transaction involving payment of consideration consisting solely of cash, (ii) in the event of a Change in Control or Corporate Transaction involving payment of consideration consisting of or including noncash consideration, at the election of the Company Board (subject to receipt of such Liquidity Noticethe written consent of NMP V), either (A) cash or (B) cash, if applicable, and a promissory note in the Company shall conduct a market test same proportion(s) (subject to determine rounding) to the actual proportion(s) of cash and the fair market value of the Hotel non-cash consideration paid in such Change in Control or Corporate Transaction (it being understood that, in connection with receipt of any consideration in the form of a promissory note, such promissory note shall be payable in annual installments over three years commencing on the first anniversary of the Exercise Date, with interest accruing at 6.0% per year, and the Company shall be permitted, in its sole discretion, to prepay such promissory note at any time and without penalty (“Actual ValuePromissory Note”)) or (iii) in accordance with Section 8.6 hereof. the event of a NMP Selldown Event, at the Company’s option, either cash or Class A Shares. Debt securities included as consideration in any Third Party transaction shall be deemed to have a value equal to the principal amount thereof. Equity securities included as consideration in any Third Party transaction or by Signify Health hereunder shall be valued as follows: (bi) If if such securities are listed or traded in a manner referred to in the Actual Valuedefinition of “Closing Price,” the volume-weighted average trading price of the applicable security over a period of thirty (30) calendar days immediately preceding the Exercise Date or (ii) if such securities are not so listed or traded on the Exercise Date, as a value determined in accordance with Section 8.6, is less than 6 (provided that references to the Floor Value, then the Electing Member may withdraw its request to exercise its Liquidity Right. After any such withdrawal, the Electing Member who made the withdrawal may not exercise any Liquidity Rights under this Section 8.3 until one full calendar year has elapsed after the determination Fair Market Value of the Actual Value unless a separate and distinct Deadlock or Terminable Event occurs during Equity shall instead be deemed to refer to the fair market value of such one year period. If the Actual Value, as determined securities).” (d) The following definitions are hereby included in accordance with Section 8.6, is equal to or greater than the Floor Value 2 (or is less than the Floor Value but the Electing Member has not withdrawn its request to exercise its Liquidity Right), then either: (iDefinitions) the Notice Member may elect in its sole discretion to acquire all of the Interests of the Electing Member at the Buyout Price (as defined below), and the Electing Member shall thereafter be bound to consummate such sale at the Buyout Price; or (ii) the Notice Member may elect to proceed with a Sale of the Hotel or a Sale of the Company and/or its Subsidiaries in accordance with the sale procedures set forth in Section 8.4 (either such Sale transaction described in this item (ii) being referred to as a “Forced Sale”). (c) If the Notice Member elects to acquire the Interests of the Electing Member as contemplated in subsection (b)(i) above, then the closing of such purchase and sale shall occur within 90 days following the date that the Buyout Price is established in accordance with Section 8.6. If the Notice Member elects to consummate a Forced Sale as contemplated in subsection (b)(ii) above, then such Forced Sale shall be conducted in accordance with the sale procedures set forth in Section 8.4 below.2019 Agreement:

Liquidity Rights. (a) Each Member If, on such date that is three years and six months (3.5 years) after the Closing Date (such date, the “Liquidity Right Measurement Date”) (i) the Closing Sale Price of the Common Stock shall not have exceeded $10.00 per share (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and other capital changes or similar events) on each Trading Day during any consecutive 10-Trading Day period (the "Liquidity Right Threshold") occurring during the 180 days prior to the Liquidity Right Measurement Date (the "Measurement Period") and (ii) the Investors and their Affiliates Beneficially Own no less than four and nine-tenths percent (4.9%) of the outstanding Common Stock, the Investors shall have the right (rights, subject to the “Liquidity Right”): (i) from and after the fourth anniversary of the Effective Date; (ii) upon the occurrence of a Deadlock; and (iii) upon the occurrence of a Terminable Event limitations, set forth in this Section 3.1 with respect to shares of Common Stock purchased or otherwise acquired pursuant to the Standby Purchase Agreement upon the Closing and still owned by the Investors at such Membertime. In the foregoing event, exercisable the Investors collectively may, but shall not be obligated to, on one occasion only, provide notice to the Company that they desire to liquidate some or all of the shares of Common Stock owned by written the Investors on the date of such notice (the a “Liquidity Notice”) to the other Member (the “Notice Member”), to require the Company and/or the Notice Member to purchase all (but not less than all) of its Interests. In the case of a Liquidity Right that is triggered as a result of the occurrence or existence of a Deadlock or a Terminable Event, then the Member giving the Liquidity Notice (the “Electing Member”) must exercise such Liquidity Right within 180 days after the occurrence of such Deadlock or Terminable Event. The Liquidity Notice shall set forth the Electing Member’s minimum acceptable sale price for names of the Hotel Investors participating in such Liquidity Notice and the number of shares of Common Stock they wish to liquidate. It is hereby understood and agreed that the Investors may submit only one Liquidity Notice and any such notice shall be delivered to the Company no later than 5:00 PM Eastern Standard Time on an unencumbered basis the tenth (10th) day (or, if such day is not a Business Day, the next Business Day thereafter) following the Liquidity Right Measurement Date (the “Floor ValueLiquidity Right Expiration Date”). Upon receipt of If no such Liquidity NoticeNotice is delivered to the Company on or prior to the Liquidity Right Expiration Date, the Investors shall have no further rights, and the Company shall conduct have no further obligations, under this Section 3.1. In addition, if a market test to determine the actual fair market value of the Hotel (the “Actual Value”) Liquidity Notice is timely delivered, any Investor that has not participated in accordance with such Liquidity Notice shall have no further rights under this Section 8.6 hereof3.1. (b) If the Actual Value, as determined in accordance Investors provide the Company with Section 8.6, is less than the Floor Value, then the Electing Member may withdraw its request to exercise its a timely Liquidity Right. After any such withdrawalNotice, the Electing Member who made Company shall have the withdrawal may not exercise right (the “Company Right”) to purchase from the Investors at any time or from time to time on or before the date that is (6) months after the Liquidity Rights under Right Measurement Date (the “Liquidity Date”), all or the specified portion of the shares of Common Stock still owned by the Investor on the Liquidity Right Measurement Date at a price equal to the greater of (a) $10.00 per share (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and other capital changes or similar events) or (b) an amount per share of Common Stock equal to 95% of the arithmetic average of the VWAPs over the 10 Trading Days immediately prior to the Liquidity Right Measurement Date (subject to adjustment for stock splits, stock dividends, reverse stock splits, recapitalizations and other capital changes or similar events); provided, however, that the rights granted to the Investors pursuant to this Section 8.3 until one full calendar year has elapsed 3.1 shall not apply to a number of securities that exceeds the aggregate number of shares of Common Stock purchased by the Investors under the Standby Purchase Agreement minus the aggregate number of such shares of Common Stock sold by the Investors prior to the Liquidity Right Measurement Date (the “Investor Standby Shares”). Nothing herein shall prevent the Investors from selling Common Stock after the determination Liquidity Right Measurement date, provided that any sale of the Actual Value unless a separate and distinct Deadlock or Terminable Event occurs during such one year period. If the Actual Value, as determined in accordance with Section 8.6, is equal Common Stock subject to or greater than the Floor Value (or is less than the Floor Value but the Electing Member has not withdrawn its request to exercise its Liquidity Right), then either: (i) the Notice Member may elect in its sole discretion to acquire all of the Interests of the Electing Member at the Buyout Price (as defined below), and the Electing Member shall thereafter be bound to consummate such sale at the Buyout Price; or (ii) the Notice Member may elect to proceed with a Sale of the Hotel or a Sale of the Company and/or its Subsidiaries in accordance with the sale procedures set forth in Section 8.4 (either Right shall proportionately reduce such Sale transaction described in this item (ii) being referred to as a “Forced Sale”)Company Right. (c) In the fiscal quarter immediately preceding the Liquidity Date, the Company shall provide to the Investors a business plan that is commercially reasonable, prepared in good faith, and consistent both with past practice and the business plan provided to the Investors prior to the date hereof and which shall contain, without limitation, an income statement, balance sheet and cash flows in accordance with GAAP and set forth all material business activities and plans of the Company (the foregoing a “Quarterly Business Plan”), which Quarterly Business Plan shall be subject to reasonable approval by the Investor Nominated Directors, acting as a special budget committee solely for such purpose. If the Notice Member elects Company does not exercise the Company Right by the Liquidity Date, the Quarterly Business Plan shall be effective for the ensuing fiscal quarter. The Company shall be required to prepare and furnish to the Investors an updated Quarterly Business Plan for each fiscal quarter during which the Investors shall continue to own Investor Standby Shares after the Liquidity Date. To the extent that during the calendar quarter relating to a Quarterly Business Plan, any expenditures or other items relating to the income statement, balance sheet or cash flows deviate in a manner adverse to the Company by more than 5% from the amounts or related item set forth in the applicable Quarterly Business Plan, then (x) the Company shall be prohibited from making such expenditure or taking any such action without the Investors' approval, with such approval to be given in the Investors' sole discretion and (y) any subsequent Quarterly Business Plan shall not be adopted and any related expenditures or actions shall not be taken by the Company without the Investors' approval, with such approval to be given in the Investors' sole discretion. Notwithstanding the foregoing, if the use of proceeds of any debt or equity financing is to acquire Investor Standby Shares still owned by the Interests of the Electing Member Investors, Investor approval will not be required so long as contemplated in subsection (b)(i) above, then at the closing of such financing, the proceeds of such financing are paid directly to the Investor to purchase and sale shall occur within 90 days following Investor Standby Shares at the date that the Buyout Price is established in accordance with Section 8.6. If the Notice Member elects to consummate a Forced Sale as contemplated in subsection (b)(ii) above, then such Forced Sale shall be conducted in accordance with the sale procedures price set forth in Section 8.4 below3.1(b). (d) During the Measurement Period, the Investors shall not sell on any Trading Day during the Measurement Period a number of shares of Common Stock that exceeds twenty percent (20%) of the average daily trading volume of the Common Stock as reported by Bloomberg; provided, however, that from and after the such time as the Liquidity Right Threshold has been satisfied, the foregoing restriction shall no longer apply.