Common use of Notice of Sale Clause in Contracts

Notice of Sale. In the event any Member (a Selling Member) wishes to sell its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Manager. The Manager and/or the Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Interest, which shall be offered to each in the order of priority described below: * First, the Manager (or members of the Manager) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do not; then * Second, all or part of the Member may purchase the entire Selling Members Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * Third, if the Members elect to purchase less than the entire Interest, the Manager (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Interest and on the same terms and conditions as contained in the Notice of Sale; and * Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (30) days of the Selling Members Notice of Sale, or if the Manager and/or the Members expressly elect no to purchase the entire Selling Members Interest, the Selling Member shall have the right to sell its Interest to the third party on the same terms and conditions contained in the original Notice of sale. * In the event the Selling Member receives or obtains a bona fide offer from a third party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of terms of payment. * If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * If the Manager approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Member must seek a renewed approval from the Manger, who may require that the Member again comply with the first right of refusal provision of this Article.

Notice of Sale. In the event any Member (a Selling Member) wishes to sell its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Manager. The Manager and/or the Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Member’s Interest, which shall be offered to each in the order of priority described below: * · First, the Manager (or members of the Manager) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do notdon’t; then * · Second, all or part of the Member Members may purchase the entire Selling Members Member’s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * Tulsa Real Estate Fund, LLC 26 Company Agreement · Third, if the Members elect to purchase less than the entire Interest, the Manager (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Member’s Interest and on the same terms and conditions as contained in the Notice of Sale; and * · Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (30) days of the Selling Members Member’s Notice of Sale, or if the Manager and/or the Members expressly elect no not to purchase the entire Selling Members Member’s Interest, the Selling Member shall have the right to sell its Interest to the third party on the same terms and conditions contained in the original Notice of saleSale. * · In the event the Selling Member receives or obtains a bona fide offer from a third party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of and terms of payment. * · If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * · If the Manager approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Member must seek a renewed approval from the MangerManager, who may require that the Member again comply with the first right of refusal provision provisions of this Article. In any purchase by the Members or the Manager described above, the Manager will automatically adjust the Membership Interests of the Purchasing Members or the Manager to reflect the respective number and Class of Units or Interests transferred, and the Manager shall revise Appendix B (attached hereto), as appropriate to reflect such adjustment.

Notice of Sale. In the event any Series Member (a Selling Member) wishes to sell its InterestInterest a Series, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Series Manager. The Series Manager and/or the Series Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Member’s Interest, which shall be offered to each in the order of priority described below: * · First, the Series Manager (or members of the Managerits members) may elect to purchase the entire Interest proposed for sale on the same terms and conditions as contained in the Notice of Sale, but if they do notdon’t; then * · Second, all or part of the Member Series Members may purchase the entire Selling Members Member’s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Series Members to purchase disproportionate amounts; * · Third, if the Series Members elect to purchase less than the entire InterestInterest proposed for sale, the Series Manager (of the members of the Manageror its members) and/or Founder may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Member’s Interest and on the same terms and conditions as contained in the Notice of Sale; and * · Fourth, in the event that the Series Members and/or Series Manager or the Manager (or its members) Founder fail to respond within thirty (30) days of the Selling Members Member’s Notice of Sale, or if the Series Manager and/or the Members expressly elect no not to purchase the entire Selling Members Member’s Interest, the Selling Member shall have the right to sell its Interest to the third third-party on the same terms and conditions contained in the original Notice of saleSale. * In · Fifth, in the event the Selling Member receives or obtains a bona fide offer from a third third-party to purchase all or any portion of its Interest in the CompanyCompany or a Series, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Series Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third third-party, and the purchase price of and terms of payment. * If · Sixth, if the terms are different than the original Notice of Sale offered to the Series Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Series Manager, the Series Members and/or the Founder the first right to purchase its Interest on the same terms and conditions offered by the third third-party) with respect to the existing offer and all subsequent third third-party offers. * · If a Series Manager and the Manager Founder approves the sale to the third third-party, it must be completed within three (3) months. If the sale to the third third-party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Selling Member must seek a renewed approval from the MangerSeries Manager and Founder, who may require that the Selling Member again comply with the first right of refusal provision provisions of this Article.. In any purchase by the Series Members, Series Manager, or Founder as described above, the Series Manager will automatically adjust the Membership Interests of the Purchasing Members and Selling Members to reflect the respective number and class of Units or Interests transferred, and the Series Manager shall update the list of Series Members and their Percentage Interests in the Series Agreement as appropriate to reflect such transfer. Mythic Collection, LLC Amended and Restated Company Agreement

Notice of Sale. In the event any Member (a Selling Member) wishes to sell its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Manager. The Manager and/or the Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Member’s Interest, which shall be offered to each in the order of priority described below: * · First, the Manager (or members of the Manager) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do notdon’t; then * · Second, all or part of the Member Members may purchase the entire Selling Members Member’s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * Paradyme Equities, LLC 26 Company Agreement · Third, if the Members elect to purchase less than the entire Interest, the Manager (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Member’s Interest and on the same terms and conditions as contained in the Notice of Sale; and * · Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (30) days of the Selling Members Member’s Notice of Sale, or if the Manager and/or the Members expressly elect no not to purchase the entire Selling Members Member’s Interest, the Selling Member shall have the right to sell its Interest to the third party on the same terms and conditions contained in the original Notice of saleSale. * · In the event the Selling Member receives or obtains a bona fide offer from a third party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of and terms of payment. * · If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * · If the Manager approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Member must seek a renewed approval from the MangerManager, who may require that the Member again comply with the first right of refusal provision provisions of this Article. In any purchase by the Members or the Manager described above, the Manager will automatically adjust the Membership Interests of the Purchasing Members or the Manager to reflect the respective number and Class of Units or Interests transferred, and the Manager shall revise Appendix B (attached hereto), as appropriate to reflect such adjustment.

Notice of Sale. In the event any Member (a The Selling Member) wishes Article 3 Shareholder shall give notice to sell its Interest, each Tag-Along Rightholder of each proposed sale by it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing shares of Capital Stock that gives rise to the Manager. The Manager and/or rights of the Members (Purchasing Members) shall have Tag-Along Rightholders set forth in Section 3.1, at least thirty (30) days prior to elect to purchase the entire proposed consummation of such Transfer, setting forth the name of such Selling Members Interest, which shall be offered to each in the order of priority described below: * FirstArticle 3 Shareholder, the Manager number of shares of Capital Stock proposed to be transferred (or members the “Tag-Along Offered Securities”), the name and address of the Manager) may elect to purchase proposed Third Party Purchaser, the entire Interest on proposed amount and form of consideration (the same “Tag-Along Offer Price”), the terms and conditions as contained in of payment offered by such Third Party Purchaser, the Notice of Sale, but if they do not; then * Second, all or part estimated number of the Member shares of Capital Stock that such Tag-Along Rightholder may purchase Transfer to such Third Party Purchaser (determined in accordance with Section 3.1 and assuming that all Tag-Along Rightholders exercise their rights under this Section 3.1), and a representation that such Third Party Purchaser has been informed of the entire Selling Members Interest on the same terms “tag-along” rights provided for in Section 3.1 and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority has agreed to purchase shares of Capital Stock in accordance with the same ratio as their existing Percentage Interest before allowing existing Members terms hereof. The tag-along rights provided by Section 3.1 must be exercised by any Tag-Along Rightholder wishing to purchase disproportionate amounts; * Third, if the Members elect to purchase less than the entire Interest, the Manager (sell its shares of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Interest and on the same terms and conditions as contained in the Notice of Sale; and * Fourth, in the event that the Members and/or the Manager (or its members) fail to respond Capital Stock within thirty (30) days following receipt of the notice required by the preceding sentence, by delivery of a written notice to the Selling Members Notice Article 3 Shareholder indicating such Tag-Along Rightholder’s wish to exercise its rights and specifying the number of Saleshares of Capital Stock (up to the maximum number of shares of Capital Stock owned by such Tag-Along Rightholder required to be purchased by such Third Party Purchaser) it wishes to sell; provided, or if however, that any Tag-Along Rightholder may waive its rights under Section 3.1 prior to the Manager and/or expiration of such thirty (30) day period by giving written notice to the Members expressly elect no Selling Shareholder, with a copy to the Company. The failure of a Tag-Along Rightholder to respond within such thirty (30) day period shall be deemed to be a waiver of such Tag-Along Rightholder’s rights under Section 3.1. If a Third Party Purchaser fails to purchase the entire Selling Members Interest, the Selling Member shall have the right shares of Capital Stock from any Tag-Along Rightholder that has properly exercised its tag-along rights pursuant to sell its Interest to the third party on the same terms and conditions contained in the original Notice of sale. * In the event the Selling Member receives or obtains a bona fide offer from a third party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of terms of payment. * If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * If the Manager approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of SaleSection 3.1, then the Member must seek a renewed approval from Selling Article 3 Shareholder shall not be permitted to consummate the Mangerproposed sale of the Tag-Along Offered Securities, who may require that the Member again comply with the first right of refusal provision of this Articleand any such attempted sale or proposed sale shall be null and void ab initio.

Notice of Sale. In the event any Member (a “Selling Member”) wishes to sell its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Manager. The Manager and/or the Members (“Purchasing Members”) shall have thirty (30) days to elect to purchase the entire Selling Members Member’s Interest, which shall be offered to each in the order of priority described below: * · First, the Manager (or members of the Manager) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do notdon’t; then * · Second, all or part of the Member Members may purchase the entire Selling Members Member’s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * · Third, if the Members elect to purchase less than the entire Interest, the Manager (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Member’s Interest and on the same terms and conditions as contained in the Notice of Sale; and * · Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (30) days of the Selling Members Member’s Notice of Sale, or if the Manager and/or the Members expressly elect no not to purchase the entire Selling Members Member’s Interest, the Selling Member shall have the right to sell its Interest to the third third-party on the same terms and conditions contained in the original Notice of saleSale. * · In the event the Selling Member receives or obtains a bona fide offer from a third third-party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third third-party, and the purchase price of and terms of payment. * · If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third third-party) with respect to the existing offer and all subsequent third third-party offers. * · If the Manager approves the sale to the third third-party, it must be completed within three (3) months. If the sale to the third third-party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Member must seek a renewed approval from the MangerManager, who may require that the Member again comply with the first right of refusal provision provisions of this Article. In any purchase by the Members or the Manager described above, the Manager will automatically adjust the Membership Interests of the Purchasing Members or the Manager to reflect the respective number and Class of Units or Interests transferred, and the Manager shall revise Appendix B (attached hereto), as appropriate to reflect such adjustment.

Notice of Sale. In the event any Member Limited Partner (a Selling MemberLimited Partner) wishes to sell its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the ManagerGeneral Partner. The Manager General Partner and/or the Members Limited Partners (Purchasing MembersLimited Partners) shall have thirty (30) days to elect to purchase the entire Selling Members Limited Partner’s Interest, which shall be offered to each in the order of priority described below: * · First, the Manager General Partner (or members of the ManagerGeneral Partner) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do notdon’t; then * · Second, all or part of the Member Limited Partners may purchase the entire Selling Members Limited Partner’s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members Limited Partners will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members Limited Partners to purchase disproportionate amounts; * · Third, if the Members Limited Partners elect to purchase less than the entire Interest, the Manager General Partner (of the members Limited Partners of the ManagerGeneral Partner) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Limited Partner’s Interest and on the same terms and conditions as contained in the Notice of Sale; and * · Fourth, in the event that the Members Limited Partners and/or the Manager General Partner (or its members) fail to respond within thirty (30) days of the Selling Members Limited Partner’s Notice of Sale, or if the Manager General Partner and/or the Members Limited Partners expressly elect no not to purchase the entire Selling Members Limited Partner’s Interest, the Selling Member Limited Partner shall have the right to sell its Interest to the third party on the same terms and conditions contained in the original Notice of saleSale. * Keystone Investors - Urban Node Fund II, LP Limited Partnership Agreement In the event the Selling Member Limited Partner receives or obtains a bona fide offer from a third party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member Limited Partner shall give written notice (the Notice of Sale) of such offer to the ManagerGeneral Partner. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of and terms of payment. * If the terms are different than the original Notice of Sale offered to the ManagerGeneral Partner, the Selling Member Limited Partner must comply again with the terms of this Article (giving the Manager General Partner and Members Limited Partners the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * If the Manager General Partner approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Member Limited Partner must seek a renewed approval from the MangerGeneral Partner, who may require that the Member Limited Partner again comply with the first right of refusal provision provisions of this Article. In any purchase by the Limited Partners or the General Partner described above, the General Partner will automatically adjust the Limited Partnership Interests of the Purchasing Limited Partners or the General Partner to reflect the respective number of Limited Partnership Interests or Interests transferred, and the General Partner shall revise Appendix B (attached hereto), as appropriate to reflect such adjustment.

Notice of Sale. In the event any Member (a Selling Member) wishes to sell its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Manager. The Manager and/or the Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Member’s Interest, which shall be offered to each in the order of priority described below: * · First, the Manager (or members of the Manager) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do notdon’t; then * · Second, all or part of the Member Members may purchase the entire Selling Members Member’s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * · Third, if the Members elect to purchase less than the entire Interest, the Manager (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Member’s Interest and on the same terms and conditions as contained in the Notice of Sale; and * · Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (30) days of the Selling Members Member’s Notice of Sale, or if the Manager and/or the Members expressly elect no not to purchase the entire Selling Members Member’s Interest, the Selling Member shall have the right to sell its Interest to the third party on the same terms and conditions contained in the original Notice of saleSale. * · In the event the Selling Member receives or obtains a bona fide offer from a third party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of and terms of payment. * · If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * · If the Manager approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Member must seek a renewed approval from the MangerManager, who may require that the Member again comply with the first right of refusal provision provisions of this Article.. In any purchase by the Members or the Manager described above, the Manager will automatically adjust the Membership Interests of the Purchasing Members or the Manager to reflect the respective number and Class of Units or Interests transferred, and the Manager shall revise Appendix B (attached hereto), as appropriate to reflect such adjustment. Paradyme Equities, LLC 27 Company Agreement

Notice of Sale. In the event any Except with respect to Transfers permitted in Section 7.2, no Member other than a Class A Common Member shall Transfer all or a portion of such Member's Membership Interest unless (a Selling Memberi) wishes to sell its Interestsuch Member complies with Section 7.1, it must and (ii) such Member shall have first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing given written notice to the ManagerCompany and the Class A Common Members of its intent to do so and such Transfer is thereafter completed in accordance with Section 7.3.5 hereof. The Manager and/or Said notice (the Members (Purchasing Members"NOTICE") shall name the proposed transferee (which shall have thirty made a bona fide written offer on the terms set forth in the Notice) (30the "PROPOSED TRANSFEREE"), specify the portion of such Member's Membership Interest to be Transferred (the "OFFERED INTEREST") and the price and terms of the bona fide offer, and be accompanied by a copy of the bona fide offer. If the consideration offered by the Proposed Transferee for the Offered Interest consists of property other than cash, then the Transferring Member and the Manager will attempt to agree on the fair market value ("FAIR MARKET VALUE") of such property. If they are unable to agree on Fair Market Value within ten (10) days to elect to purchase following receipt of the entire Selling Members InterestNotice by the Company, which Fair Market Value shall be offered to each in the order of priority described below: * First, determined as follows: (a) The Transferring Member and the Manager will each select within two (or members 2) business days after the end of the Managersuch ten (10) may elect to purchase the entire Interest on the same terms day period a qualified appraiser, and conditions as contained in the Notice of Salesuch selected appraisers will, but if they do not; then * Second, all or part of the Member may purchase the entire Selling Members Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * Third, if the Members elect to purchase less than the entire Interest, the Manager within twenty (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Interest and on the same terms and conditions as contained in the Notice of Sale; and * Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (3020) days of their selection, render their respective determinations of Fair Market Value. Such determinations will be delivered concurrently, so that the Selling Members Notice of Sale, or if Transferring Member and the Manager and/or will each learn at the Members expressly elect no to purchase same time the entire Selling Members Interestdetermination of the other's appraiser. (b) If the Fair Market Value reflected in the higher of the two appraisals (the "HIGHER INITIAL APPRAISAL") is not greater than one hundred five percent (105%) of the Fair Market Value reflected in the lower of the two appraisals (the "LOWER INITIAL APPRAISAL"), Fair Market Value will be the average of the two appraisals. If the two -48- 63 appraisals are not within this range, the Selling Member shall have the right two appraisers will within two (2) business days select a third qualified appraiser to sell its Interest determine Fair Market Value. The third appraiser will deliver to the third party on Transferring Member and the same terms and conditions contained in the original Notice Manager its determination of sale. * In the event the Selling Member receives or obtains a bona fide offer from a third party to purchase all or any portion Fair Market Value within twenty (20) days of its Interest in selection. (c) If the Company, which offer it desires to acceptHigher Initial Appraisal is greater than one hundred five percent (105%) but not greater than one hundred twenty percent (120%) of the Lower Initial Appraisal, then prior Fair Market Value will be equal to accepting such offer, the Selling Member shall give written notice average of the two (the Notice of Sale2) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of terms of payment. * If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * If the Manager approves the sale to the third party, it must be completed within three (3) months. appraisals that are closest to one another (or if the highest and lowest appraisal are equidistant from the middle, then Fair Market Value will be equal to the middle appraisal). (d) If the sale Higher Initial Appraisal is greater than one hundred twenty percent (120%) of the Lower Initial Appraisal, then Fair Market Value will be equal to either the Higher Initial Appraisal or the Lower Initial Appraisal, whichever is closest to the third party is not consummated on appraisal (or if the terms contained in Higher Initial Appraisal and the approved Notice of Sale within three Lower Initial Appraisal are equidistant from the third appraisal, then such Fair Market Value will be equal to the third appraisal). (3e) months following The Company will pay the date cost of the Notice appraisals and will promptly make available to the Transferring Member, the Manager, their respective representatives and the appraisers selected as provided above (subject to appropriate and customary confidentiality agreements) all information concerning the Company and its finances and operations as may be reasonably requested for purposes of Sale, then the Member must seek a renewed approval from the Manger, who may require that the Member again comply with the first right of refusal provision of this Articledetermining Fair Market Value.

Notice of Sale. In the event Subject to Section 2.1, if any Member (a Selling Member) FUCP Stockholder or BT Stockholder wishes to sell its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Manager. The Manager and/or the Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Interest, which shall be offered to each in the order of priority described below: * First, the Manager (or members of the Manager) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do not; then * Second, all or part of the Member may purchase the entire Selling Members Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * Third, if the Members elect to purchase less than the entire Interest, the Manager (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Interest and on the same terms and conditions as contained in the Notice of Sale; and * Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (30) days of the Selling Members Notice of Sale, or if the Manager and/or the Members expressly elect no to purchase the entire Selling Members Interest, the Selling Member shall have the right to sell its Interest to the third party on the same terms and conditions contained in the original Notice of sale. * In the event the Selling Member receives or obtains a bona fide offer from a third party to purchase transfer all or any portion of its Interest in shares of Series B Preferred Stock to any Person (other than to a Permitted Transferee thereof) or any Alltel Stockholder wishes to transfer all or any portion of its shares of Series C Preferred Stock to any Person (other than to a Permitted Transferee thereof), such Stockholder shall offer such Preferred Securities (as hereinafter defined) first to the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give Company by sending written notice (the "Notice of Sale") of such offer to the Manager. The Notice Company which shall state (a) the number of Sale shall set forth shares of Series B Preferred Stock or Series C Preferred Stock, as the material terms of such offercase may be, including without limitation proposed to be transferred (the identity of the third party"Preferred Securities"), and (b) the purchase price of per share which such FUCP Stockholder, BT Stockholder or Alltel Stockholder, as the case may be, (each, an "Offering Stockholder") is willing to accept (the "Offering Price") and (c) that such transfer is not subject to any other terms of payment. * If the terms are different other than customary representations, warranties and covenants and is not subject to any conditions other than the original Notice delivery of Sale offered to the Managerstock certificates, payment of the Selling Member must comply again with purchase price therefor and customary legal opinions (the terms of this Article (giving the Manager "Terms and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offersConditions"). * If the Manager approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date Upon delivery of the Notice of Sale, then such offer shall be irrevocable unless and until the Member must seek rights provided for in this Section 4.3 shall have been waived or shall have expired. From and after the date hereof until and including the earlier of (A) the date on which the Company effects a renewed approval from Complete Redemption (as defined in the MangerWarrants) or a Qualified Final Redemption (as defined in the Warrants) and (B) December 31, who may require that the Member again comply 1999, (i) any FUCP Stockholder or BT Stockholder transferring Preferred Securities pursuant to this Section 4.3 shall transfer a pro rata portion of such Stockholder's Warrants with the first right Preferred Securities being transferred and the Notice of refusal provision Sale and Terms and Conditions shall also include all applicable information in the foregoing subsections (a), (b) and (c) above concerning such Warrants and (ii) the Warrants may not be transferred to any Person (other than to a Permitted Transferee in accordance with Section 2.2) except with the Preferred Securities in accordance with the preceding clause (i). From and after January 1, 2000, if any FUCP Stockholder or BT Stockholder is transferring its Preferred Securities, then such FUCP Stockholder or BT Stockholder, as the case may be, may transfer its Preferred Securities pursuant to this Section 4.3.1 without transferring any portion of this Articlesuch Stockholder's Warrants. From and after the earlier of (A) the date on which the Company effects a Complete Redemption or a Qualified Final Redemption and (B) January 1, 2000, the Warrants may be transferred to any Person without the Preferred Securities, provided that, except as provided in Section 2.2, such Warrants shall be transferred in accordance with Section 4.1 and in any such transfer, the Warrants or portion thereof so transferred must be exercisable for shares of Class B Common Stock representing not less than 1% of the Common Stock of the Company on a fully diluted basis.

Notice of Sale. In If the event any Member (a Selling Member) wishes Section 10 First Offeree shall not elect to sell its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement make an irrevocable offer to sell and proposed price (terms and conditions) in a Notice purchase all of Sale submitted in writing to such Equity Securities, then the Manager. The Manager and/or the Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Interest, which shall be offered to each in the order of priority described below: * First, the Manager (or members of the Manager) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do not; then * Second, all or part of the Member may purchase the entire Selling Members Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * Third, if the Members elect to purchase less than the entire Interest, the Manager (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Interest and on the same terms and conditions as contained in the Notice of Sale; and * Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (30) days of the Selling Members Notice of Sale, or if the Manager and/or the Members expressly elect no to purchase the entire Selling Members Interest, the Selling Member Section 10 Second Offerees shall have the right to sell make an irrevocable offer to purchase all of the Equity Securities with respect to which the Section 10 First Offeree shall not have elected to make an irrevocable offer to purchase (each Section 10 Second Offeree having the right to make such an irrevocable offer (x) in proportion to its Interest fully-diluted equity interest in the Company relative to the third party on fully-diluted equity interest in the same Company of each other Section 10 Second Offeree timely electing to make an irrevocable offer to purchase such Equity Securities or (y) in such other proportion as the Section 10 Second Offerees may agree among themselves). If the Section 10 Offerees fail to send a Section 10 Notice of Offer (as hereinafter defined) to the Section 10 Selling Owner during the Section 10 Offer Period, they shall, for purposes of this section 10, be deemed to have waived their right to purchase the Equity Securities specified in the Section 10 Notice of Sale and, for a period of 180 days following the expiration of the Section 10 Offer Period, the Section 10 Selling Owner may (but shall not be obligated to) Transfer the Equity Securities specified in the Section 10 Notice of Sale to any other Person at any price and upon any other terms and conditions contained in it shall determine (subject to complying with section 8). If the original Notice Section 10 Selling Owner does not consummate any such Transfer within such 180-day period, then, prior to any subsequent Transfer, it shall comply once again with the foregoing provisions of salethis section 10 (if applicable). * In If the event the Selling Member receives or obtains a bona fide Section 10 Offerees elect (at their option) to offer from a third party to purchase all or any portion of its Interest the Equity Securities specified in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of terms of payment. * If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * If the Manager approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Section 10 Notice of Sale, then they must notify the Member must seek a renewed approval from Section 10 Selling Owner to such effect (the Manger, who may require that "Section 10 Notice of Offer") within the Member again comply with the first right of refusal provision of this Article.Section 10

Notice of Sale. In the event any Member (a Selling Member) wishes to sell its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Manager. The Manager and/or the Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Member’s Interest, which shall be offered to each in the order of priority described below: * • First, the Manager (or members of the Manager) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do notdon’t; then * • Second, all or part of the Member Members may purchase the entire Selling Members Member’s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members on a first come first serve basis with those seeking to purchase disproportionate amountsthe entire Selling Member’s Interest receiving priority over those seeking to purchase a part thereof providing the overall purchase is for the entire Selling Member’s Interest offered for sale; * • Third, if the Members elect to purchase less than the entire Interest, the Manager (of or the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Member’s Interest and on the same terms and conditions as contained in the Notice of Sale; and * • Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (30) days of the Selling Members Member’s Notice of Sale, or if the Manager and/or the Members expressly elect no not to purchase the entire Selling Members Member’s Interest, the Selling Member shall have the right to sell its Interest to the third third-party on the same terms and conditions contained in the original Notice of saleSale. * • In the event the Selling Member receives or obtains a bona fide offer from a third third-party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third third-party, and the purchase price of and terms of payment. * • If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third third-party) with respect to the existing offer and all subsequent third third-party offers. * • If the Manager approves the sale to the third third-party, it must be completed within three (3) months. If the sale to the third third-party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Member must seek a renewed approval from the MangerManager, who may require that the Member again comply with the first right of refusal provision provisions of this Article. In any purchase by the Members or the Manager described above, the Manager will automatically adjust the Membership Interests of the Purchasing Members or the Manager to reflect the respective number and Class of Units or Interests transferred, and the Manager shall revise Appendix B (attached hereto), as appropriate to reflect such adjustment.

Notice of Sale. (i) Prior to any proposed sale or other transfer of any interest in any of the shares of IHS Stock issued to any Shareholder pursuant to this Agreement, such Shareholder shall give notice (a "PROPOSED SALE NOTICE") to Buyer of any such proposed transfer describing in reasonable detail such Shareholder's intention to effect the proposed transfer, the manner of the proposed transfer, the number of shares proposed to be transferred and the mailing address and the telefacsimile number, if any, for such Shareholder. Each Proposed Sale Notice also shall contain a certification to the effect that such Shareholder shall comply with the volume limitations and other provisions of this Agreement relating to the transfer of such interest in the shares. Each Proposed Sale Notice may be sent by telefacsimile transmission to Integrated Health Services, Inc. 10065 Red Run Boulevard Owings Mills, Marylaxx 00000 Xxxxxxxxx: Xxxx Xxxxx, Xxxxxxxxx Xxxx Xxxxxxxxx -- Xxxxxxxx Xxxations fax number: (410) 998-8714 phone number: (410) 998-8428 with a copy to: Integrated Health Services, Inc. 10065 Red Run Boulevard Owings Mills, Marylaxx 00000 Xxxxxxxxx: Xxxxxxxxx X. Xxxxx, Xxxxxxxxx Xxxx Xxxxxxxxx xxx xxxxxx: (000) 902-2110 No Shareholder shall resell or otherwise transfer xxx xxxxxxxx xn any of the shares of IHS Stock issued to such Shareholder pursuant to this Agreement unless such transfer shall comply with all of the provisions of this Agreement and such Shareholder shall have received notice from Buyer's Investor Relations Department (which notice may be given orally or by telefacsimile transmission) that the registration statement covering such proposed transfer is effective and "current", or, if such transfer is not to be made pursuant to a registration statement, that Buyer has determined (with the advice of legal counsel after receipt of the legal opinion referred to below) that the proposed transfer of shares of IHS Stock may be made without registration under the Securities Act and all applicable state securities laws. If an applicable Shareholder shall not have been otherwise notified (orally, by telefacsimile transmission or by other method) by the close of business on the third trading day following the date on which Buyer's Investor Relations Department shall have received the applicable Proposed Sale Notice, then the Investor Relations Department shall be deemed to have consented to such transfer. (ii) If the transfer is to be pursuant to an effective registration statement as provided herein, such Shareholder will resell only in compliance with the disclosure therein and discontinue any offers and sales thereunder upon notice from Buyer to said Shareholder that the registration statement relating to the IHS Stock being transferred is not "current" until Buyer gives further notice that offers and sales may be recommenced. In the event of any Member such notice from Buyer, Buyer agrees to file expeditiously such amendments to such registration statement as may be necessary to bring it current and to give prompt notice to such Shareholder when the registration statement has again become current. (a Selling Memberiii) wishes If any of the Shareholders delivers to sell Buyer an opinion of counsel reasonably acceptable to Buyer and its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer counsel in form and substance reasonably acceptable to sell them and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Manager. The Manager and/or the Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Interest, which shall be offered to each in the order of priority described below: * First, the Manager (or members of the Manager) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do not; then * Second, all or part of the Member may purchase the entire Selling Members Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * Third, if the Members elect to purchase less than the entire Interest, the Manager (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Interest and on the same terms and conditions as contained in the Notice of Sale; and * Fourth, in the event effect that the Members and/or proposed transfer of shares of IHS Stock may be made without registration under the Manager (or its membersSecurities Act and all applicable state securities laws, such Shareholder will, subject to Section 3.1(e) fail above, be entitled to respond within thirty (30) days transfer said shares of the Selling Members Notice of Sale, or if the Manager and/or the Members expressly elect no to purchase the entire Selling Members Interest, the Selling Member shall have the right to sell its Interest to the third party on the same terms and conditions contained IHS Stock in the original Notice of sale. * In the event the Selling Member receives or obtains a bona fide offer from a third party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of terms of payment. * If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again accordance with the terms of this Article (giving the Manager notice and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * If the Manager approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice opinion of Sale within three (3) months following the date of the Notice of Sale, then the Member must seek a renewed approval from the Manger, who may require that the Member again comply with the first right of refusal provision of this Articletheir counsel.

Notice of Sale. In the event any Series Member (a Selling Member) wishes to sell its InterestInterest a Series, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Series Manager. The Series Manager and/or the Series Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Member’s Interest, which shall be offered to each in the order of priority described below: * - First, the Series Manager (or members of the Managerits members) may elect to purchase the entire Interest proposed for sale on the same terms and conditions as contained in the Notice of Sale, but if they do notdon’t; then * - Second, all or part of the Member Series Members may purchase the entire Selling Members Member’s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Series Members to purchase disproportionate amounts; * - Third, if the Series Members elect to purchase less than the entire InterestInterest proposed for sale, the Series Manager (of the members of the Manageror its members) and/or Founder may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Member’s Interest and on the same terms and conditions as contained in the Notice of Sale; and * - Fourth, in the event that the Series Members and/or Series Manager or the Manager (or its members) Founder fail to respond within thirty (30) days of the Selling Members Member’s Notice of Sale, or if the Series Manager and/or the Members expressly elect no not to purchase the entire Selling Members Member’s Interest, the Selling Member shall have the right to sell its Interest to the third third-party on the same terms and conditions contained in the original Notice of saleSale. * In - Fifth, in the event the Selling Member receives or obtains a bona fide offer from a third third-party to purchase all or any portion of its Interest in the CompanyCompany or a Series, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Series Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third third-party, and the purchase price of and terms of payment. * If - Sixth, if the terms are different than the original Notice of Sale offered to the Series Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Series Manager, the Series Members and/or the Founder the first right to purchase its Interest on the same terms and conditions offered by the third third-party) with respect to the existing offer and all subsequent third third-party offers. * - If a Series Manager and the Manager Founder approves the sale to the third third-party, it must be completed within three (3) months. If the sale to the third third-party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Selling Member must seek a renewed approval from the MangerSeries Manager and Founder, who may require that the Selling Member again comply with the first right of refusal provision provisions of this Article. In any purchase by the Series Members, Series Manager, or Founder as described above, the Series Manager will automatically adjust the Membership Interests of the Purchasing Members and Selling Members to reflect the respective number and class of Units or Interests transferred, and the Series Manager shall update the list of Series Members and their Percentage Interests in the Series Agreement as appropriate to reflect such transfer.

Notice of Sale. In the event any Member (a Selling Member) wishes to sell its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Manager. The Manager and/or the Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Member’s Interest, which shall be offered to each in the order of priority described below: * · First, the Manager (or members of the Manager) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do notdon’t; then * · Second, all or part of the Member Members may purchase the entire Selling Members Member’s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * · Third, if the Members elect to purchase less than the entire Interest, the Manager (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Member’s Interest and on the same terms and conditions as contained in the Notice of Sale; and * Tulsa Real Estate Fund, LLC 26 Company Agreement · Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (30) days of the Selling Members Member’s Notice of Sale, or if the Manager and/or the Members expressly elect no not to purchase the entire Selling Members Member’s Interest, the Selling Member shall have the right to sell its Interest to the third party on the same terms and conditions contained in the original Notice of saleSale. * · In the event the Selling Member receives or obtains a bona fide offer from a third party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of and terms of payment. * · If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * · If the Manager approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Member must seek a renewed approval from the MangerManager, who may require that the Member again comply with the first right of refusal provision provisions of this Article. In any purchase by the Members or the Manager described above, the Manager will automatically adjust the Membership Interests of the Purchasing Members or the Manager to reflect the respective number and Class of Units or Interests transferred, and the Manager shall revise Appendix B (attached hereto), as appropriate to reflect such adjustment.

Notice of Sale. In the event any Series Member (a Selling Member) wishes to sell its InterestInterest a Series, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Series Manager. The Series Manager and/or the Series Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Member's Interest, which shall be offered to each in the order of priority described below: * - First, the Series Manager (or members of the Managerits members) may elect to purchase the entire Interest proposed for sale on the same terms and conditions as contained in the Notice of Sale, but if they do notdon't; then * - Second, all or part of the Member Series Members may purchase the entire Selling Members Member's Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Series Members to purchase disproportionate amounts; * - Third, if the Series Members elect to purchase less than the entire InterestInterest proposed for sale, the Series Manager (of the members of the Manageror its members) and/or Founder may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Member's Interest and on the same terms and conditions as contained in the Notice of Sale; and * - Fourth, in the event that the Series Members and/or Series Manager or the Manager (or its members) Founder fail to respond within thirty (30) days of the Selling Members Member's Notice of Sale, or if the Series Manager and/or the Members expressly elect no not to purchase the entire Selling Members Member's Interest, the Selling Member shall have the right to sell its Interest to the third third-party on the same terms and conditions contained in the original Notice of saleSale. * In - Fifth, in the event the Selling Member receives or obtains a bona fide offer from a third third-party to purchase all or any portion of its Interest in the CompanyCompany or a Series, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Series Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third third-party, and the purchase price of and terms of payment. * If - Sixth, if the terms are different than the original Notice of Sale offered to the Series Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Series Manager, the Series Members and/or the Founder the first right to purchase its Interest on the same terms and conditions offered by the third third-party) with respect to the existing offer and all subsequent third third-party offers. * - If a Series Manager and the Manager Founder approves the sale to the third third-party, it must be completed within three (3) months. If the sale to the third third-party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Selling Member must seek a renewed approval from the MangerSeries Manager and Founder, who may require that the Selling Member again comply with the first right of refusal provision provisions of this Article.

Notice of Sale. In the event that NextWave or any Member (a Selling Member) wishes of its Affiliates proposes to sell or otherwise transfer control or ownership of a License for which MCI has a right of first refusal under this Article 15.1, NextWave shall deliver written notice of such proposed sale to MCI stating its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer bona fide intention to sell or transfer control of the License, which notice shall specify the price and proposed material terms upon which NextWave proposes to sell such License ("Notice of Sale"). MCI, or an assignee of MCI, may within sixty (60) days after the delivery of the Notice of Sale, elect to purchase, at the price (and on the terms and conditions) specified in a the Notice of Sale submitted in writing (subject to the Managerprovisions contained in Article 15.1 regarding non-cash payment by a third-party), by delivery of a written notice of such election to NextWave ("Notice of Election to Acquire"). The Manager and/or Such Notice of Election to Acquire shall, if applicable, name any assignee that will be the Members acquiring party and shall confirm the acquiring party's eligibility under applicable FCC rules and agreement to pay the License purchase price in cash. If MCI elects to acquire a License pursuant to the delivery of the Notice of Election to Acquire, then the purchase agreement for the acquisition of such License shall be executed within sixty (Purchasing Members60) shall have days of MCI's delivery for the Notice of Election to Acquire, with the closing of the acquisition to occur on the later of (i) thirty (30) days to thereafter or (ii) such period of time which is five (5) days after any necessary governmental approvals or consents have been obtained. If MCI does not elect to purchase acquire such License, then NextWave may proceed to sell or transfer the entire Selling Members Interest, which shall be offered License to each in the order of priority described below: * First, the Manager (or members of the Manager) may elect to purchase the entire Interest a third-party on the same terms and conditions as contained no less favorable than those stated in the Notice of Sale, but provided that if they do not; then * Second, all or part the closing of such sale does not occur within the later of (i) one hundred fifty (150) days after the delivery of the Member may purchase the entire Selling Members Interest on the same terms notice of sale or transfer and conditions as contained in the Notice (ii) such period of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * Third, if the Members elect to purchase less than the entire Interest, the Manager time which is five (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Interest and on the same terms and conditions as contained in the Notice of Sale; and * Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (305) days of the Selling Members Notice of Saleafter any necessary governmental approvals or consents have been obtained, or if the Manager and/or the Members expressly elect no to purchase the entire Selling Members Interest, the Selling Member NextWave shall have the right to sell its Interest to the third party on the same terms and conditions contained in the original Notice of sale. * In the event the Selling Member receives or obtains a bona fide offer from a third party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of terms of payment. * If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * If the Manager approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Member must seek a renewed approval from the Manger, who may require that the Member again comply with the first right of refusal provision of this ArticleArticle 15.2 prior to selling or transferring any License.

Notice of Sale. In the event any Member (a Selling Member) wishes to sell its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Manager. The Manager and/or the Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Member’s Interest, which shall be offered to each in the order of priority described below: * · First, the Manager (or members of the Manager) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do notdon’t; then * · Second, all or part of the Member Members may purchase the entire Selling Members Member’s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * · Third, if the Members elect to purchase less than the entire Interest, the Manager (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Member’s Interest and on the same terms and conditions as contained in the Notice of Sale; and * Paradyme Equities, LLC Company Agreement · Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (30) days of the Selling Members Member’s Notice of Sale, or if the Manager and/or the Members expressly elect no not to purchase the entire Selling Members Member’s Interest, the Selling Member shall have the right to sell its Interest to the third party on the same terms and conditions contained in the original Notice of saleSale. * · In the event the Selling Member receives or obtains a bona fide offer from a third party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of and terms of payment. * · If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * · If the Manager approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Member must seek a renewed approval from the MangerManager, who may require that the Member again comply with the first right of refusal provision provisions of this Article. In any purchase by the Members or the Manager described above, the Manager will automatically adjust the Membership Interests of the Purchasing Members or the Manager to reflect the respective number and Class of Units or Interests transferred, and the Manager shall revise Appendix B (attached hereto), as appropriate to reflect such adjustment.

Notice of Sale. In the event any Series Member (a Selling Member) wishes to sell its InterestInterest a Series, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Series Manager. The Series Manager and/or the Series Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Member?s Interest, which shall be offered to each in the order of priority described below: * - First, the Series Manager (or members of the Managerits members) may elect to purchase the entire Interest proposed for sale on the same terms and conditions as contained in the Notice of Sale, but if they do notdon?t; then * - Second, all or part of the Member Series Members may purchase the entire Selling Members Member?s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Series Members to purchase disproportionate amounts; * - Third, if the Series Members elect to purchase less than the entire InterestInterest proposed for sale, the Series Manager (of the members of the Manageror its members) and/or Founder may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Member?s Interest and on the same terms and conditions as contained in the Notice of Sale; and * - Fourth, in the event that the Series Members and/or Series Manager or the Manager (or its members) Founder fail to respond within thirty (30) days of the Selling Members Member?s Notice of Sale, or if the Series Manager and/or the Members expressly elect no not to purchase the entire Selling Members Member?s Interest, the Selling Member shall have the right to sell its Interest to the third third- party on the same terms and conditions contained in the original Notice of saleSale. * In - Fifth, in the event the Selling Member receives or obtains a bona fide offer from a third third-party to purchase all or any portion of its Interest in the CompanyCompany or a Series, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Series Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third third-party, and the purchase price of and terms of payment. * If - Sixth, if the terms are different than the original Notice of Sale offered to the Series Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Series Manager, the Series Members and/or the Founder the first right to purchase its Interest on the same terms and conditions offered by the third third-party) with respect to the existing offer and all subsequent third third-party offers. * - If a Series Manager and the Manager Founder approves the sale to the third third-party, it must be completed within three (3) months. If the sale to the third third-party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Selling Member must seek a renewed approval from the MangerSeries Manager and Founder, who may require that the Selling Member again comply with the first right of refusal provision provisions of this Article.

Notice of Sale. In the event any Member (a Selling Member) wishes to sell its Interest, it must first present its Xxxxxxx Homes Xxxxxxx Loans | 36 Company Operating Agreement offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Manager. The Manager and/or the Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Selling Members Member’s Interest, which shall be offered to each in the order of priority described below: * · First, the Manager (or members of the Manager) may elect to purchase the entire Interest on the same terms and conditions as contained in the Notice of Sale, but if they do notdon’t; then * · Second, all or part of the Member Members may purchase the entire Selling Members Member’s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the same ratio as their existing Percentage Interest before allowing existing Members to purchase disproportionate amounts; * · Third, if the Members elect to purchase less than the entire Interest, the Manager (of the members of the Manager) may combine in any ratio to purchase the remaining Interest, providing the overall purchase is of the entire Selling Members Member’s Interest and on the same terms and conditions as contained in the Notice of Sale; and * · Fourth, in the event that the Members and/or the Manager (or its members) fail to respond within thirty (30) days of the Selling Members Member’s Notice of Sale, or if the Manager and/or the Members expressly elect no not to purchase the entire Selling Members Member’s Interest, the Selling Member shall have the right to sell its Interest to the third party on the same terms and conditions contained in the original Notice of saleSale. * · In the event the Selling Member receives or obtains a bona fide offer from a third party to purchase all or any portion of its Interest in the Company, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price of and terms of payment. * · If the terms are different than the original Notice of Sale offered to the Manager, the Selling Member must comply again with the terms of this Article (giving the Manager and Members the first right to purchase its Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. * · If the Manager approves the sale to the third party, it must be completed within three (3) months. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Member must seek a renewed approval from the MangerManager, who may require that the Member again comply with the first right of refusal provision provisions of this Article. In any purchase by the Members or the Manager described above, the Manager will automatically adjust the Membership Interests of the Purchasing Members or the Manager to reflect the respective number and Class of Units or Interests transferred, and the Manager shall revise Appendix B (attached hereto), as appropriate to reflect such adjustment.