Common use of Optional Buy Out in the Event of the Disassociation of a Member Pursuant to Section 10 Clause in Contracts

Optional Buy Out in the Event of the Disassociation of a Member Pursuant to Section 10. 1(i) through (v). (a) In the event of the Disassociation of a Member pursuant to Section 10.1(i), (ii), (iii), (iv) or (v), then, notwithstanding anything contained herein to the contrary, the Disassociating Member shall be deemed to have offered for sale (the “Buy Out Offer”) to the other Members (individually, a “Remaining Member” and collectively, “Remaining Members”), or at the Remaining Member’s election, to the Company, all of the Units owned of record and beneficially by the Disassociating Member before the event causing the Disassociation (the “Disassociating Member’s Interest”). (b) The Buy Out Offer shall be and remain irrevocable for a period ending on the thirtieth (30th) day following the date the Remaining Members elect to continue the Company (the “Buy Out Offer Period”). At any time during the Buy Out Offer Period, a Remaining Member may accept the Buy Out Offer by notifying the Disassociating Member in writing (the “Buy Out Acceptance”) that the Remaining Member intends to purchase all, but not less than all, of the Disassociating Member’s Units. If two (2) or more Remaining Members desire to accept the Buy Out Offer, then, in the absence of an agreement between or among them, each such Remaining Member shall purchase the Disassociating Member’s Units in the proportion that his/her respective Percentage of Unit Ownership bears to the total Percentages of all of the Remaining Members who desire to accept the Buy Out Offer. Alternatively, the Remaining Members may by a Vote of the Members elect to cause the Company to purchase the Disassociating Member’s Units. If any Remaining Member or the Company accepts the Buy Out Offer, then the Buy Out Acceptance shall fix a closing date (the “Buy Out Closing Date”) for the purchase, which date shall not be earlier than ten (10) or later than ninety (90) days after the date that the Buy Out Purchase Price (hereinafter defined) is determined. (c) If any Remaining Member accepts the Buy Out Offer, then the Purchase Price for such sale shall be determined pursuant to Section 10.4 hereof (the “Buy Out Purchase Price”). The Buy Out Purchase Price shall be paid in accordance with an unsecured promissory note(s) which shall: (i) be dated as of the Buy Out Closing Date; (ii) provide for payment of the Buy Out Purchase Price in thirty-six (36) equal monthly installments over a three (3) year period, (iii) bear interest at a rate of six percent (6%) per annum, which interest shall be payable monthly at the time installments of principal are due and payable; and (iv) be subordinated to the Company’s payment obligations to third party lenders. The Disassociated Member agrees to execute such subordination agreements as the Company’s third party lenders may request. (d) If no Remaining Member accepts the Buy Out Offer, then the Disassociating Member, upon expiration of the Buy Out Offer Period, shall thereafter be treated as an unadmitted Assignee.