Common use of Members’ Right of First Refusal Clause in Contracts

Members’ Right of First Refusal. If such right is not exercised by the Company as to all of the Offered Units proposed to be transferred within the thirty (30) day period prescribed above, then notice of the contemplated transfer shall be given forthwith by registered or certified mail to the non-transferring Members, who shall have the right to purchase Offered Units not to be purchased by the Company (the “Remaining Offered Units”) for the consideration and according to the terms of payment on which the Company was entitled to purchase such Offered Units under the foregoing provisions. Within fifteen (15) days after the mailing of such notice, if the non-transferring Members desire to acquire all or any portion of the Remaining Offered Units, then such Members shall deliver to the Secretary (or to the Company in the event that there is no Secretary) a written election to purchase such Remaining Offered Units or a specified number thereof. Subject to the foregoing, each non-transferring Member shall have the right to elect to purchase all or any portion of such non-transferring Member’s pro rata share of the Remaining Offered Units (with any reallotment as provided below in this Agreement). Each such non-transferring Member’s pro rata share of the Remaining Offered Units shall be a fraction of the Remaining Offered Units, of which the number of Units owned by such non-transferring Member on the date of the Notice shall be the numerator, and the total number of Units owned by all of the non-transferring Members on the date of the Notice shall be the denominator. Each non-transferring Member shall have a right of reallotment such that, if any other non-transferring Member fails to exercise the right to purchase such non-transferring Member’s full pro rata share of the Remaining Offered Units, then the participating non-transferring Members may exercise an additional right to purchase, on a pro rata basis, the Remaining Offered Units not previously purchased.

Members’ Right of First Refusal. If such right is not exercised by the Company as Grantor hereby grants all other Members Entitled to all of the Offered Units proposed to be transferred within the thirty (30) day period prescribed above, then notice of the contemplated transfer shall be given forthwith by registered or certified mail to the non-transferring Members, who shall have the right to purchase Offered Units not to be purchased by the Company (the “Remaining Offered Units”) for the consideration and according to the terms of payment on which the Company was entitled to purchase such Offered Units under the foregoing provisions. Within fifteen (15) days after the mailing of such notice, if the non-transferring Members desire to acquire all or any portion of the Remaining Offered Units, then such Members shall deliver to the Secretary (or to the Company in the event that there is no Secretary) a written election to purchase such Remaining Offered Units or a specified number thereof. Subject to the foregoing, each non-transferring Member shall have the right to elect to purchase all or any portion of such non-transferring Member’s pro rata share of the Remaining Offered Units (with any reallotment as provided below in this Agreement). Each such non-transferring Member’s pro rata share of the Remaining Offered Units shall be a fraction of the Remaining Offered Units, of which the number of Units owned by such non-transferring Member Vote on the date of the Proposed Transfer Notice (the “Other Members”) an option to acquire the Subject Units of Grantor in exchange for the Cash Purchase Price, in the event that Grantor seeks to Transfer the Subject Units and the approval of the Transfer is required and provided in accordance with this Section 10.3. This option is subordinate to the option granted to the Company under Subsection 10.3(a), and shall be become null and void (even if exercised) if the numeratorCompany exercises its option under Subsection 10.3(a). Each Other Member shall have forty-five (45) calendar days after the Transfer is approved to exercise this option. If this option is not exercised within the forty-five (45) day period, it shall expire and become null and void. During this forty-five (45) day period, Grantor shall not implement the Transfer. To exercise its option, an Other Member shall provide written notice thereof (the “Exercise Notice”) to Grantor, the Company, and all other Members. If the option is exercised, Grantor shall Transfer the Subject Units to the exercising Member(s), and the total number of Units owned by all of exercising Members(s) shall pay Grantor the non-transferring Members Cash Purchase Price. The closing on the date of Transfer shall occur within ninety (90) calendar days after the Notice shall be the denominatorlast Exercise Notice. Each non-transferring If more than one Member shall have a right of reallotment such that, if any other non-transferring Member fails elects to exercise this option (the right to purchase such non“Electing Members”) then, unless they agree otherwise in writing, the Electing Members shall acquire a pro-transferring Member’s full pro rata share of the Remaining Offered Units, then Subject Units in proportion to the participating non-transferring Members may exercise an additional right to purchase, on a pro rata basisPercentage Interests of the Electing Members. For the purpose of this Subsection, the Remaining Offered phrase “Subject Units” means the Units not previously purchasedthat are the subject of the proposed Transfer.

Members’ Right of First Refusal. If such right is not exercised by the Company as to all of the Offered Units proposed to be transferred within the thirty (30) day period prescribed above, then notice of the contemplated transfer shall be given forthwith by registered or certified mail to the non-transferring nontransferring Members, who shall have the right to purchase Offered Units not to be purchased by the Company (the “Remaining Offered Units”) for the consideration and according to the terms of payment on which the Company was entitled to purchase such Offered Units under the foregoing provisions. Within fifteen (15) days after the mailing of such notice, if the non-transferring Members desire to acquire all or any portion of the Remaining Offered Units, then such Members shall deliver to the Secretary (or to the Company in the event that there is no Secretary) a written election to purchase such Remaining Offered Units or a specified number thereof. Subject to the foregoing, each non-transferring Member shall have the right to elect to purchase all or any portion of such non-transferring nontransferring Member’s pro rata share of the Remaining Offered Units (with any reallotment as provided below in this Agreement). Each such non-transferring Member’s pro rata share of the Remaining Offered Units shall be a fraction of the Remaining Offered Units, of which the number of Units owned by such non-transferring Member on the date of the Notice shall be the numerator, and the total number of Units owned by all of the non-transferring Members on the date of the Notice shall be the denominator. Each non-transferring Member shall have a right of reallotment such that, if any other non-transferring Member fails to exercise the right to purchase such non-transferring nontransferring Member’s full pro rata share of the Remaining Offered Units, then the participating non-transferring Members may exercise an additional right to purchase, on a pro rata basis, the Remaining Offered Units not previously purchased.