Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)

Right of First Refusal. If Notwithstanding Section 8.1, a Member desires to sell, may transfer or otherwise dispose of all or any part of their the Member's interest in the Company, such Member Company (the “Selling Member”"Interest") shall as follows: 8.2.1 The Member desiring to transfer his or her Interest first offer must provide written notice (the "Notice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer"). 8.2.2 For a period of 30 days after receipt of the Notice, the Members may acquire all, but not less than all, of the Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the closing will not be less than 45 days after expiration of the 30- day notice period. 8.2.4 If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance Interest consistent with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest Offer to any other person or entity entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a purchase price which or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further, that if the sale to a third person is not less than closed within six months after the purchase price prescribed in expiration of the offer 30-day period describe above, then the provisions of Section 8.2 will again apply to the Interest proposed to be sold or conveyed. 8.2.5 Notwithstanding the foregoing provisions of Section 8.2, should the sole remaining Member be entitled to and upon elect to acquire all the terms and conditions which are substantially Interests of the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member Members of the Company shall only entitle such person in accordance with the provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to existence of the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)limited liability company.

Right of First Refusal. If Notwithstanding Section 8.1, a Member desires to sell, may transfer or otherwise dispose of all or any part of their the Member's interest in the Company, such Member Company (the “Selling Member”"Interest") shall as follows: 8.2.1 The Member desiring to transfer his or her Interest first offer must provide written notice (the "Notice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer"). 8.2.2 For a period of 30 days after receipt of the Notice, the Members may acquire all, but not less than all, of the Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the closing will not be less than 45 days after expiration of the 30-day notice period. 8.2.4 If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance Interest consistent with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest Offer to any other person or entity entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a purchase price which or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further, that if the sale to a third person is not less than closed within six months after the purchase price prescribed in expiration of the offer 30-day period describe above, then the provisions of Section 8.2 will again apply to the Interest proposed to be sold or conveyed. 8.2.5 Notwithstanding the foregoing provisions of Section 8.2, should the sole remaining Member be entitled to and upon elect to acquire all the terms and conditions which are substantially Interests of the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member Members of the Company shall only entitle such person in accordance with the provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to existence of the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)limited liability company.

Right of First Refusal. (Applies ONLY if Multi-Member): If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “"Selling Member”") shall first offer to sell and convey such interest to the other Members Member(s) before selling, transferring transferring, or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty (60) days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen (15) days after the delivery of said offer offer, the other Members Member(s) shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen (15) days conclusively shall be deemed a rejection of the offer. Any or all of the other Members Member(s) may elect to accept the offer, and if more than one of the other Members Member(s) elects to accept the offer, the interest being sold and the purchase price therefore price, therefore, shall be allocated among the Members Member(s) so accepting the offer in proportion to their Members’ ' Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members Member(s) elect to accept the offer, then the closing of title shall be held in accordance with the offer offer, and the Selling Member shall deliver to the other Members Member(s) who have accepted the offer an assignment of the interest being sold by the Selling Member, Member(s) and said other Members Member(s) shall pay the purchase price prescribed in the offer. If no other Member Member(s) accepts the offer, or if the Members Member(s) who have accepted such offer default in their obligations to purchase the interest, then the Selling Member Member(s) within 120 one-hundred and twenty (120) days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member Member(s) of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member Member(s) in accordance with this Agreement. If the Selling Member Member(s) does not sell such interest within said 120 one-hundred and twenty (120) days, then the Selling Member Member(s) may not thereafter sell such interest without again offering such interest to the other Members Member(s) in accordance with this Agreement. (Check if Applicable).

Right of First Refusal. If Notwithstanding Section 8.1, a Member desires to sell, may transfer or otherwise dispose of all or any part of their the Member's interest in the Company, such Member Company (the “Selling Member”"Interest") shall as follows: The Member desiring to transfer their Interest first offer must provide written notice (the "Notice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer"). For a period of 30 days after receipt of the Notice, the Members may acquire all, but not less than all, of the Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the closing will not be less than 45 days after expiration of the 30-day notice period. If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance Interest consistent with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest Offer to any other person or entity entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a purchase price which or on terms that are more favorable to the purchaser than stated in the Offer, then the transferring Member must reoffer the sale of the Interest to the remaining Members at that other price or other terms; provided, further, that if the sale to a third person is not less than closed within 6 months after the purchase price prescribed in expiration of the offer 30-day period describe above, then the provisions of Section 8.2 will again apply to the Interest proposed to be sold or conveyed. Notwithstanding the foregoing provisions of Section 8.2, should the sole remaining Member be entitled to and upon elect to acquire all the terms and conditions which are substantially Interests of the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member Members of the Company shall only entitle such person in accordance with the provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to existence of the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)limited liability company.

Right of First Refusal. If a Member Except for transfers described in Section 6.4, if any Person desires to sell, transfer any or otherwise dispose all of all or any part of their the interest in the CompanyPartnership owned by him, or if any such Member interest becomes subject to an involuntary transfer such Person (the “Selling Member”"Transferor") shall first offer to sell will so notify the Partnership and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entityPartners in writing (the "Other Partners"). Such offer shall be in writing, shall be given to every other Member, and shall The notice will set forth the interest to name and address of the proposed transferee, who, in the case of a sale, must be sold, the purchase price to be paida bona fide prospective purchaser, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer)proposed transfer, the location at which proposed transfer price (in terms of a dollar amount) and the closing is to take place, and all other material terms and conditions of the sale, transfer or other dispositionproposed transfer. Within fifteen For a period of 60 days after receipt of such notice, the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any Partnership may purchase some or all of the other Members may offered interest by giving written notice to the Transferor. If the Partnership does not elect to accept purchase the offerentire interest, it shall notify the Other Partners of the portion of the interest it did not elect to purchase, and if more the Other Partners shall have 45 days after expiration of such 60-day period to purchase all, but not less than one all, of the other Members elects interest that the Partnership did not elect to accept purchase. Such purchase by the offerOther Partners will be in proportion to the ownership interest in the Partnership owned by such Other Partners (omitting, for purposes of such calculation, the ownership interest being sold and owned by the Transferor) unless they agree otherwise. If any of the Other Partners declines to purchase price therefore shall be allocated among his proportion of such interest, the Members so accepting the offer remaining Other Partners may purchase such interest in proportion to their Members’ Percentage Interests, unless they otherwise agree interests in writing. If any the Partnership (counting for this purpose only the interests in the Partnership of the Other Partners who wish to purchase some or all of the other Members elect interest to accept be transferred). If all of the offerremaining interest proposed to be transferred is not agreed to be purchased by the Other Partners, then the closing of title shall be held Transferor may transfer the remaining interest to the assignee. Any transfer must completed in accordance with the offer and terms of the Selling Member shall deliver notice given to the Partnership. In addition, Persons to whom any interest is transferred must, as a condition to such transfer, enter into an agreement with the parties hereto (or all parties except the transferor) setting forth restrictions on transfer and other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity provisions for repurchase identical to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with limitations imposed by this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable).

Right of First Refusal. If If, for any reason, a Member desires of the Company wishes to sell, transfer sell or otherwise dispose of all or any part of their interest in the Company, such in part or in whole, the Member (referred to as the “Selling Member”) shall first is required to offer to sell sell, transfer, or otherwise convey the interest in the Company, the Selling Member must first communicate the wish to dispose of their interest and convey such interest make an offer to the other Members of the company before selling, transferring selling or otherwise disposing of such their interest to any other person, corporation or other entitya third party. Such The offer shall made by the Selling Member is required to be in writing, shall writing and will be given presented to every other Member, and shall set forth Member of the Company. The written offer must include: a. The interest to be sold, that the purchase Selling Member is disposing of b. The price that the Selling Member wishes to be paid, c. The closing date of the date on transaction which the closing is to take place (which date shall cannot be not less than thirty nor days or more than sixty days after the delivery of offer has been presented to the offer), the location at which the Member d. The place closing is to will take place, and all e. Any other material relevant terms and conditions related to the sale or disposal of the saleinterest The other Members that received the offer from the Selling Member must reply within fifteen days, transfer through a written notice, to either accept, counteroffer, or other dispositionreject the offer of the Selling Member. Within fifteen days after the delivery of said offer If the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice do not reply within said fifteen days conclusively shall then the offer will be deemed a rejection of the offerconsidered to be rejected. Any or all of the other Members may elect to accept the offer, and if If more than one of the other Members elects to accept Member accepts the offer, the interest being that is to be sold and the purchase price therefore shall of the interest will be allocated shared among the Members so accepting the offer in proportion to their Members’ Percentage Interestspercentage interests, unless they otherwise agree a different arrangement is agreed to in writing. If any or all of the other Members elect to accept the offer, offer presented by the Selling Member then the title closing of title shall will be held in accordance with the offer and presented by the Selling Member. The Selling Member will deliver an assignment for the interest being sold to the Members that accepted the offer. At that time, the Members that accepted the offer will pay the purchase price as outlined in the offer of the Selling Member. If the other Members decide not to accept the offer or the Members that did accept are unable to meet their obligations as stipulated in the offer, the Selling Member shall deliver may sell the interest to a third party at a price not less than the offer presented to the other Members who have accepted and at terms and conditions that are the offer an assignment same or similar to the terms offered to the other Members of the Company as long as the other terms of this Agreement which apply to the sale are adhered to. This process must be completed within one hundred and twenty days. Assigning the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then of the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member third party in this manner only entitles the third party to the distributions and allocations of the Company shall only entitle such person or entity that the interest so assigned is entitled to unless the allocations and distributions to which the assigned interest is entitled, unless such person or entity third party applies for admission to the Company as a member and is subsequently admitted to the Company company as a Member member in accordance line with the terms of this Agreement. If the interest of the Selling Member does is not sell such interest sold within said 120 days, one hundred and twenty days then the Selling Member may not thereafter sell such interest without again offering such interest will have to offer the other Members such interest again before they will be able to offer it to a third party. At the time of offering the interest again, they can change the terms and conditions which include but aren’t limited to the purchase price and the amount of interest in accordance with this Agreement. (Check if Applicable)the Company to be sold.

Right of First Refusal. If (Applies ONLY if Multi-Member): If, for any reason, a Member desires of the Company wishes to sell, transfer sell or otherwise dispose of all or any part of their interest in the Company, such in part or in whole, the Member (referred to as the “Selling Member”) shall first is required to offer to sell sell, transfer, or otherwise convey the interest in the Company, the Selling Member must first communicate the wish to dispose of their interest and convey such interest make an offer to the other Members of the company before selling, transferring selling or otherwise disposing of such their interest to any other person, corporation or other entitya third party. Such The offer shall made by the Selling Member is required to be in writing, shall writing and will be given presented to every other Member, and Member of the Company. The written offer shall set forth include: a. The interest that the interest to be sold, Selling Member is disposing of b. The price that the purchase price Selling Member wishes to be paid, c. The closing date of the date on transaction which the closing is to take place (which date shall cannot be not less than thirty nor days or more than sixty days after the delivery of offer has been presented to the offer), the location at which the Member d. The place closing is to will take place, and all e. Any other material relevant terms and conditions related to the sale or disposal of the saleinterest The other Members that received the offer from the Selling Member must reply within fifteen days, transfer through a written notice, to either accept, counteroffer, or other dispositionreject the offer of the Selling Member. Within fifteen days after the delivery of said offer If the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice do not reply within said fifteen days conclusively shall then the offer will be deemed a rejection of the offerconsidered to be rejected. Any or all of the other Members may elect to accept the offer, and if If more than one of the other Members elects to accept Member accepts the offer, the interest being that is to be sold and the purchase price therefore shall of the interest will be allocated shared among the Members so accepting the offer in proportion to their Members’ Percentage Interestspercentage interests, unless they otherwise agree a different arrangement is agreed to in writing. If any or all of the other Members elect to accept the offer, offer presented by the Selling Member then the title closing of title shall will be held in accordance with the offer and presented by the Selling Member. The Selling Member will deliver an assignment for the interest being sold to the Members that accepted the offer. At that time, the Members that accepted the offer will pay the purchase price as outlined in the offer of the Selling Member. If the other Members decide not to accept the offer or the Members that did accept are unable to meet their obligations as stipulated in the offer, the Selling Member shall deliver may sell the interest to a third party at a price not less than the offer presented to the other Members who have accepted and at terms and conditions that are the offer an assignment same or similar to the terms offered to the other Members of the Company as long as the other terms of this Agreement which apply to the sale are adhered to. This process must be completed within one hundred and twenty days. Assigning the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then of the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member third party in this manner only entitles the third party to the distributions and allocations of the Company shall only entitle such person or entity that the interest so assigned is entitled to unless the allocations and distributions to which the assigned interest is entitled, unless such person or entity third party applies for admission to the Company as a member and is subsequently admitted to the Company company as a Member member in accordance line with the terms of this Agreement. If the interest of the Selling Member does is not sell such interest sold within said 120 days, one hundred and twenty days then the Selling Member may not thereafter sell such interest without again offering such interest will have to offer the other Members such interest again before they will be able to offer it to a third party. At the time of offering the interest again, they can change the terms and conditions which include but aren’t limited to the purchase price and the amount of interest in accordance with this Agreement. (Check if Applicable)the Company to be sold.

Right of First Refusal. If (a) Anything herein contained to the contrary, the Company shall be entitled to treat the record holder of the interest of a Member as the absolute owner thereof, and shall incur no liability by reason of distributions made in good faith to such record holder, unless and until there has been delivered to the Company the assignment or other instrument of transfer and such other evidence as may be reasonably required by the Company to establish to the satisfaction of the Limited Liability Company that an interest has been assigned or transferred in accordance with this Agreement. (b) Notwithstanding the forgoing terms, and subject to Section 6.1(b) herein, if a Member desires to sell, transfer or otherwise dispose of all or any part of their its interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the any other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place place, (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location within the State of New York at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other the disposition. . (c) Within fifteen days after the delivery of said offer to the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore therefor shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage InterestsInterest, unless they otherwise agree in writing. . (d) If any or all of the other Members elect to accept the offer, then (a) upon such acceptance in writing, the closing Member(s) shall pay a non-refundable ten percent (10%) down payment of title the purchase price and (b) then the transfer of the Membership Interest shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members Member shall pay the remaining balance of the purchase price prescribed in the offer. . (f) If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations the obligation to purchase the interest, then than the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this the Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Limited Liability Company shall only entitle cause such person or entity Person to become a member upon the allocations and distributions to which execution of the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicabledocuments required by Section 6.2(c)(iii).

Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable) - MULTI-MEMBER: Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable)

Right of First Refusal. If a Member desires to sell(a) Unless the provisions of Section 3.4(d) apply, transfer or otherwise dispose of all or any part of their interest in the Company, such Member event that any Shareholder (hereinafter in this Section 3.5 referred to as the “"Selling Member”Shareholder") shall first receives a bona fide offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other from a person, firm or corporation or other entity. Such offer shall be dealing at arm's length with such Shareholder (including another Shareholder) (hereinafter in writing, shall be given this Section 3 referred to every other Member, and shall set forth as the interest "Offer") to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold Shares owned or controlled by the Selling MemberShareholder, and said other Members shall pay which the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations Selling Shareholder is prepared to purchase the interestaccept, then the Selling Member Shareholder shall forthwith give to the Corporation and to each of the other Shareholders who owns more than one percent (1%) of the outstanding Common Shares (hereinafter in this Section 3.5 referred to as the "Offeree Shareholders") notice in writing of its desire or intention to sell such Shares accompanied by a copy of the entire Offer which, without limiting the generality of the foregoing, shall fully identify the offeror. (b) Such notice shall provide that the Corporation shall be entitled to purchase any or all of the offered Shares and each Offeree Shareholder shall be entitled to purchase such number of the offered Shares not purchased by the Corporation as nearly as may be in proportion to the number of Shares of the class of offered Shares held by it at the date of the Offer on the same terms as specified in the Offer and shall also state that any Offeree Shareholder who desires to purchase a number of Shares so offered in excess of its proportion shall in its reply state how many Shares in excess of its proportion it desires to purchase. Such notice shall also provide that if the Corporation or Offeree Shareholder do not accept such offer from the Selling Shareholder within 120 thirty (30) days after the delivery date of notice of the offer Offer, it will be deemed to have been declined. The Corporation shall notify the Selling Shareholder and each Offeree Shareholder within fifteen (15) days of receipt of notice of the Offer whether it intends to purchase any of the Shares. (c) If all the Offeree Shareholders do not claim their respective proportions, the unclaimed Shares so offered shall be used for satisfying the claims of Offeree Shareholders for Shares in excess of their proportions and if the claims in excess are more than sufficient to exhaust such unclaimed Shares, the unclaimed Shares shall be divided pro rata among the Offeree Shareholders desiring excess Shares in proportion to their existing holdings of Shares of the class of offered Shares; provided that no Offeree Shareholder shall be bound to take any Shares in excess of the amount which it desires. (d) If any Shares shall not be capable of being offered to or divided among the Offeree Shareholders in proportion to their existing holdings of Shares without division into fractions of shares, the same shall be offered to or divided among the Offeree Shareholders as nearly as may be in proportion to the number of Shares of the class of offered Shares held by them respectively at the date of such Offer as may be determined by the Board. (e) If by the time limited by the Offer, the Corporation and the Offeree Shareholders have not agreed to purchase all the Shares offered thereby on the terms specified in the Offer, the Selling Shareholder shall be under no obligation to sell such interest any Shares to the Corporation and the Offeree Shareholders or any other person or entity of them and the Selling Shareholder may, within ninety (90) days from the date of the Offer, sell all and not less than all of the Shares specified in the Offer pursuant to the provisions of this Section 3.5 to the bona fide purchaser at a purchase price which is not less than the purchase share price prescribed set out in the offer Offer and upon on the other terms and conditions set out in the Offer; provided that such person or persons to whom the Selling Shareholder sells the Shares, contemporaneously with the purchase of such Shares, shall covenant and agree with all the other Shareholders to be bound by the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment as if it were an original party thereto by signing an acknowledgment to become bound by the terms of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If After the Selling Member does not sell such interest within expiration of the said 120 ninety (90) days, then the Selling Member may not thereafter sell such interest no sale of Shares shall be made except without again offering such interest to complying with the other Members in accordance with provisions of this Agreement. (Check if Applicable)Section 3.5.

Right of First Refusal. If Subject to other applicable restrictions set forth in this Article VIII: (a) A Member or Assignee which desires to sell all (but not less than all) of its Units to a third party ("Transferor") shall first obtain from such third party a bona fide written offer to purchase all such Units, stating the terms and conditions upon which the purchase is to be made and the consideration offered therefor (the "Offer"). The Transferor shall give notice to the remaining Member desires of its intention to sell, transfer or furnishing a copy of the Offer and any proposed documentation for the transaction. No member shall be permitted to sell less than all its Units except as otherwise dispose permitted by this Agreement without the consent of a Majority in Interest of the Members. (b) The remaining Members (not Assignees), shall have the right to purchase all or any part (but not less than all) of the Units proposed to be sold upon the same terms and conditions stated in the Offer, by giving notice to the Transferor of its intention to do so within 30 days after receiving notice from the Transferor. If the remaining Members do not notify the Transferor of an intention to exercise this right of first refusal within the 30 day period, the right of first refusal with respect to the Offer shall terminate and the Transferor shall be entitled to consummate the proposed sale of its Units, provided that such sale is (i) on substantially the same terms as the Offer and (ii) consummated within 45 days of the expiration of the right of first refusal. In the event the remaining Members give written notice to the Transferor of their interest intention to exercise this right of first refusal and to purchase all of the Transferor's Units on the terms and conditions stated in the CompanyOffer, such Member (the “Selling Member”) remaining Members shall first offer have the right to sell designate the time, date and convey such interest to place of closing, provided that the other Members before selling, transferring or otherwise disposing date of such interest to any other person, corporation or other entity. Such offer closing shall be in writing, shall be given within 45 days after receipt of written notification from the Transferor of the Offer. If the remaining Members collectively indicate a desire to every other Member, and shall set forth the interest purchase more Units than are proposed to be sold, and do not agree among themselves as to an allocation of the Units, the remaining Member shall have the right to each purchase price their proportionate share of the Units to be paidsold. A transferee of an Interest shall have the right to become a Substitute Member only if: (a) the requirements of this Article VIII, specifically including, but not limited to, Section 8.4, are met, (b) the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer transferee executes an assignment of the interest being sold instrument satisfactory as determined by the Selling MemberBoard of Managers, not including the transferee, accepting and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon adopting the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements provisions of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of Agreement, and (c) the Company shall only entitle such person or entity to the allocations transferee pays any and distributions to which the assigned interest is entitled, unless such person or entity applies for all expenses in connection with admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)Member.

Right of First Refusal. a. If a Member Xxxxxxxxx desires to sellsell any or all of Xxxxxxxxx'x LLC Interests to a third party (other than a Permitted Transferee) and Xxxxxxxxx receives an offer from a third party that would permit Xxxxxxxxx to do so, transfer or otherwise dispose of all or any part of their interest in the Company, such Member Xxxxxxxxx shall give notice (the “Selling Member”"Offer Notice") shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing LLC and the Principals within 15 days of receipt of such interest to any other personoffer ("Offer"), corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and which Offer Notice shall set forth the interest name and address of the third party, the amount of the Membership Points associated with the LLC Interests to be sold, the proposed purchase price to be paid, and the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the saleOffer. The Principals shall have the option, transfer or other disposition. Within fifteen exercisable by notice to Xxxxxxxxx, within 60 days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all date of the other Members may elect Offer Notice ("Election Period"), to accept the offerpurchase, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer pro rata in proportion to their Members’ Percentage InterestsMembership Points, unless they otherwise agree all (but not less than all) of the Xxxxxxxxx LLC Interests and associated Membership Points subject to the Offer ("Offered Membership Points") at the same price and on substantially the same terms specified in writing. If any the Offer except as provided in Section 7.4(c); provided, however, (i) that, if one or more of the Principals does not elect to purchase his or its full proportionate amount of the Offered Membership Points, then the balance may be purchased by each of the other Principals ("Remaining Principals") in an amount equal to the balance multiplied by a fraction, the numerator of which is the number of Membership Points then held by a Remaining Principal and the denominator of which is the number of Membership Points then held by all of the Remaining Principals, or in such other Members proportions as they may agree, and (ii) that the Remaining Principals must exercise their option to purchase all of the Offered Membership Points pro rata, or in such other proportions as such Remaining Principals may agree, within ten days ("Final Election Period") after expiration of the Election Period. b. If neither the Principals nor the Remaining Principals elect to accept purchase all of the offerOffered Membership Points, then Xxxxxxxxx may, notwithstanding the other provisions of this Article 7, within 60 days after expiration of the last applicable Election Period, transfer all (but not less than all) of the Offered Membership Points to the third party upon the same terms and conditions of the Offer (but, if the Offered Membership Points are not transferred within that 60-day period, they shall again be subject to this Agreement and a new right of first refusal); provided, however, that no such transfer may be made to such third party unless the third party executes and delivers to the LLC a written agreement, in form and substance satisfactory to the Board, agreeing to be bound by the provisions of this Agreement, in which event the third party shall become a Voting Member with the number of Membership Points associated with the Offered Membership Points. c. The closing of title any purchase under this Section 7.4 shall be held in accordance with at a place and date specified by the offer purchaser(s) of the Offered Membership Points ("Purchaser(s)"), but not more than 60 days after expiration of the last applicable Election Period. At such closing, the Offered Membership Points shall be delivered by Xxxxxxxxx to the Purchaser(s) thereof, free and clear of all liens, security interests and other encumbrances, and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members Purchaser(s) shall pay the purchase price prescribed in for the offerOffered Membership Points, and Xxxxxxxxx shall have right to receive distributions and allocations with respect to those Offered Membership Points through the Purchase Closing Date. If no other Member accepts the offer, some or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery all of the offer may sell such interest to any other person or entity at a purchase price which is not less than Principals are the Purchaser(s), the purchase price prescribed shall be payable in cash by the Purchaser(s) even if some of the consideration provided in the offer Offer was in a form other than cash, in which case such Purchaser(s) and upon Xxxxxxxxx shall in good faith ascribe a value to such non-cash consideration. If such Purchaser(s) and Xxxxxxxxx cannot agree on the value of the non-cash consideration, they shall retain an independent appraiser, mutually acceptable to such Purchaser(s) and Xxxxxxxxx, and the average of the high and low values ascribed to the non-cash consideration by the appraiser shall be such value. The fees of such appraiser shall be split equally between such Purchaser(s) (pro rata in proportion to number of Membership Points held by each such Purchaser) and Xxxxxxxxx. d. If all of Xxxxxxxxx'x LLC Interests and associated Membership Points are purchased by a third party, then such third party shall succeed to all of Xxxxxxxxx'x rights and obligations under this Agreement, including the obligations of Xxxxxxxxx under Section 7.5. If Xxxxxxxxx transfers part of its LLC Interests and associated Membership Points to such third party pursuant to this Section 7.4, the Principals, Xxxxxxxxx and such third party shall make appropriate adjustments to the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity third party to the allocations exercise Xxxxxxxxx'x rights under Sections 7.2 and distributions 7.3 proportionately with Xxxxxxxxx, and to which the assigned interest is entitled, unless otherwise grant such person or entity applies for admission third party rights similar to the Company and is admitted to the Company as a Member in accordance with Xxxxxxxxx'x other rights under this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable).

Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable).

Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest Subject to the other Members before sellingprovisions of Article I, transferring should any Stockholder receive a bona fide offer from an unaffiliated party or otherwise disposing of such interest wish to enter into any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver agreement relating to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection Transfer of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the Stock held by such Stockholder, the Company shall have a right of first refusal to purchase the Stock which is the subject of such bona fide offer or agreement (the "Subject Stock"). Pursuant to this right of first refusal, the Stockholder receiving the offer or wishing to enter into any such Agreement shall notify the Board of Directors of the Company, in writing, of the offer or agreement and all of the terms thereof, including, without limitation, the name and address of the proposed purchaser, the exact number of shares that are the subject of the proposed Transfer, the offered purchase price or other Members elect consideration, any terms and conditions of payment, and whether the selling Stockholder intends to accept the offer, then offer on the closing of title shall be held in accordance with offered terms. If the Stockholder receiving the offer and or wishing to enter into any such agreement has decided to accept the Selling Member shall deliver offer subject to the other Members who have accepted provisions hereof, the offer an assignment Board of Directors of the interest being sold Company, within thirty (30) days after such notice of the proposed sale by such Stockholder, shall notify the Selling Member, and said other Members shall pay selling Stockholder whether the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations Company wishes to purchase the interest, then the Selling Member within 120 days after the delivery all of the offer may sell such interest to any other person or entity at a purchase price which is not less than Subject Stock on substantially the purchase price prescribed in the offer and upon the same terms and conditions which are substantially the same as the terms and conditions those set forth in the offernotice; and if the Company does wish to so purchase all such shares, provided such Stockholder shall sell such shares as the Company desires to the Company, on a timely basis, and shall cooperate in all other applicable requirements such respects. If the Board of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member Directors of the Company shall only entitle declines to undertake to so purchase all of the Subject Stock, the Stockholder receiving the offer or wishing to enter into any such person or entity agreement may proceed to sell such Subject Stock on the allocations same terms and distributions to conditions as proposed in the notice. If no such sale of the Subject Stock is consummated within a ninety (90) day period following the expiration of the thirty (30) day period during which the assigned interest is entitledCompany may accept the offer to undertake the transaction, unless such person or entity applies for admission the sale of the Subject Stock shall again become subject to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)Article II.

Right of First Refusal. If If, for any reason, a Member desires of the Company wishes to sell, transfer sell or otherwise dispose of all or any part of their interest in the Company, such in part or in whole, the Member (referred to as the “Selling Member”) shall first is required to offer to sell sell, transfer, or otherwise convey the interest in the Company, the Selling Member must first communicate the wish to dispose of their interest and convey such interest make an offer to the other Members of the company before selling, transferring selling or otherwise disposing of such their interest to any other person, corporation or other entitya third party. Such The offer shall made by the Selling Member is required to be in writing, shall writing and will be given presented to every other Member, and shall set forth Member of the Company. The written offer must include: The interest that the Selling Member is disposing of The price that the Selling Member wishes to be sold, paid The closing date of the purchase price to transaction which cannot be paid, the date on which the closing is to take place (which date shall be not less than thirty nor days or more than sixty days after the delivery of offer has been presented to the offer), the location at which the Member The place closing is to will take place, and all place Any other material relevant terms and conditions related to the sale or disposal of the saleinterest The other Members that received the offer from the Selling Member must reply within fifteen days, transfer through a written notice, to either accept, counteroffer, or other dispositionreject the offer of the Selling Member. Within fifteen days after the delivery of said offer If the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice do not reply within said fifteen days conclusively shall then the offer will be deemed a rejection of the offerconsidered to be rejected. Any or all of the other Members may elect to accept the offer, and if If more than one of the other Members elects to accept Member accepts the offer, the interest being that is to be sold and the purchase price therefore shall of the interest will be allocated shared among the Members so accepting the offer in proportion to their Members’ Percentage Interestspercentage interests, unless they otherwise agree a different arrangement is agreed to in writing. If any or all of the other Members elect to accept the offer, offer presented by the Selling Member then the title closing of title shall will be held in accordance with the offer and presented by the Selling Member. The Selling Member will deliver an assignment for the interest being sold to the Members that accepted the offer. At that time, the Members that accepted the offer will pay the purchase price as outlined in the offer of the Selling Member. If the other Members decide not to accept the offer or the Members that did accept are unable to meet their obligations as stipulated in the offer, the Selling Member shall deliver may sell the interest to a third party at a price not less than the offer presented to the other Members who have accepted and at terms and conditions that are the offer an assignment same or similar to the terms offered to the other Members of the Company as long as the other terms of this Agreement which apply to the sale are adhered to. This process must be completed within one hundred and twenty days. Assigning the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then of the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member third party in this manner only entitles the third party to the distributions and allocations of the Company shall only entitle such person or entity that the interest so assigned is entitled to unless the allocations and distributions to which the assigned interest is entitled, unless such person or entity third party applies for admission to the Company as a member and is subsequently admitted to the Company company as a Member member in accordance line with the terms of this Agreement. If the interest of the Selling Member does is not sell such interest sold within said 120 days, one hundred and twenty days then the Selling Member may not thereafter sell such interest without again offering such interest will have to offer the other Members such interest again before they will be able to offer it to a third party. At the time of offering the interest again, they can change the terms and conditions which include but aren’t limited to the purchase price and the amount of interest in accordance with this Agreement. (Check if Applicable)the Company to be sold.

Right of First Refusal. (a) If a any Member desires (the "Offeror") desires, at any time, to sell, transfer or otherwise dispose of all or any part of their interest in the Companyits Company Interest other than as permitted by Section 8.1 or other than pursuant to a Permitted Transfer, such Member (the “Selling Member”) it shall first offer to sell and convey such interest submit to the other Members before selling(the "Offerees") a true copy of an offer to purchase such Company Interest (the "Offer"), transferring or otherwise disposing which shall in any event disclose the price and terms of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, proposed sale and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery name and address of the offer), proposed purchaser. The Offerees shall have the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations absolute right to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and Company Interest upon the terms and conditions which are substantially as set forth in the Offer. Each Offeree shall, within thirty (30) days of such receipt, specify in a notice to the Offeror whether or not it desires to accept the Offer, and upon acceptance of the Offer, the same as shall constitute a binding agreement of purchase and sale between the parties. Failure to send such notification within thirty (30) days shall constitute an election to reject the Offer. The Offeror may sell its Company Interest, to the extent the Offer was not so accepted, to the proposed purchaser whose name and address were disclosed in the Offer, but only upon the same terms and conditions set forth in therein and within sixty (60) days after the offerexpiration of said thirty (30) day period during which the Offeree had the right to accept the Offer; otherwise, provided all other applicable requirements any such sale shall be null and void and of this Agreement are complied with. An assignment of such interest to a person no force or entity who is not a Member effect whatever. (b) In the event that two or more of the Company shall only entitle Offerees desire to accept any Offer, and if such person or entity Offerees are unable to agree among themselves as to the allocations and distributions apportionment thereof, each accepting Offeree shall be entitled to acquire a portion of the offered Company Interest based upon the ratio which the assigned interest is entitled, unless Company Interest of each such person or entity applies for admission accepting Offeree bears to the aggregate Company and is admitted Interests of all such accepting Offerees. (c) No Offeree shall have any obligation, by reason of acceptance or rejection of any Offer pursuant to the this Section to compensate any broker retained by any Offeror or third party with respect to any proposed transfer of an Company as a Interest. (d) Each Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest shall use reasonable efforts to keep the other Members in accordance apprised with this Agreement. (Check if Applicable)respect to any inquiries or proposals regarding the sale of such Member's Company Interest.

Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members of the Company before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty (60) days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen (15) days after the delivery of said offer offer, the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen (15) days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore price, therefore, shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member Member, within 120 one-hundred and twenty (120) days after the delivery of the offer offer, may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 one-hundred and twenty (120) days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable).

Right of First Refusal. 12.5.1 If a Member (a “Transferring Member”) desires to sell all, but not less than all, of its Membership Interest to a third party (which person shall be Creditworthy as required by Section 12.3(a) above) and has a written offer from such third party (other than a Corporate Affiliate, a sale to which this Section 12.5 does not apply) to purchase such Membership Interest, it must give written notice (“Transfer Notice”) to the other Member describing all the material terms of the proposed sale (including the purchase price, the terms for payment, the anticipated closing date, any conditions to the sale, any non-cash consideration and the Transferring Member’s estimate of the fair market value of any non-cash consideration), and identifying the proposed purchaser. The terms of that sale shall not be bundled with or directly or indirectly connected to a transaction involving assets or securities other than Company Assets. 12.5.2 The Transfer Notice delivered pursuant to Section 12.5.1 shall be accompanied by a written offer, irrevocable until the later of (i) thirty (30) days from its receipt or (ii) ten (10) Business Days after determination of the fair market value of any non-cash consideration in accordance with the provisions of this Agreement (the “Notice Period”), to sell to the Member receiving such written notice delivered pursuant to Section 12.5.1 hereof (the “Receiving Member”) all, but not less than all, of the Transferring Member’s Membership Interest on the same terms and conditions as described in the Transfer Notice, except that in lieu of any consideration which is other than cash, the Receiving Member shall instead pay cash equal to the fair market value of the consideration. 12.5.3 If the Receiving Member elects to purchase the Transferring Member’s Membership Interest on the terms and conditions described in the Transfer Notice, the Receiving Member shall give the Transferring Member written notice that it has elected to accept the offer made to the Receiving Member pursuant to this Section 12.5, and the Receiving Member will become bound to purchase, and the Transferring Member will become bound to sell, transfer or otherwise dispose the Transferring Member’s Membership Interest on such terms and conditions described in the Transfer Notice. 12.5.4 The closing of all any purchase by the Receiving Member will take place in accordance with the specifications in the Transfer Notice, including any specifications concerning regulatory approvals and other conditions. 12.5.5 If the Receiving Member does not elect during the Notice Period to purchase the Transferring Member’s Membership Interest as set forth in the Transfer Notice, the proposed sale to the third party of Membership Interests, may take place on the terms and conditions, including price, specified in the Transfer Notice delivered pursuant to this Section 12.5. However, the Receiving Member will have the right to examine, within the thirty (30) days following the closing date described in the Transfer Notice or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the later date on which the closing sale is consummated, the records of the Transferring Member and the third party to take place satisfy itself that the sale Execution Copy Northern Pass LLC Operating Agreement has been consummated on the terms described in the Transfer Notice. If the sale is not consummated on those terms within one (which date shall be not less than thirty nor more than sixty days 1) year after the delivery of the offerTransfer Notice, or, if later, within thirty (30) days after receipt of all regulatory approvals required in connection with such sale, the Company may cancel on its books any transfer of Membership Interest previously made to reflect that sale, and the Transferring Member shall be required to comply with the terms of this Section 12.5 with respect to any subsequent Transfer of the Membership Interest. 12.5.6 Each Member acknowledges that: (i) the right of first refusal provided in this Section 12.5 is, subject to Section 12.3(b), a material part of the location at which bargained for consideration under this Agreement, (ii) the closing inability of a Member to exercise its right of first refusal under this Agreement, except where such Member is a Defaulting Member, would result in a substantial economic detriment to take placesuch Member, and all other material terms and conditions (iii) the exercise of the saleright of first refusal would not hamper the efforts of any Member seeking to transfer its Membership Interest under this Agreement. Further, transfer or other disposition. Within fifteen days after each Member acknowledges that the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all identity of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer Member under this Agreement at any point in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at time is a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements material element of this Agreement are complied with. An assignment of such interest bargained for by each party to this Agreement, and it would be a person or entity who is substantial detriment to each Member if any proposed new Member under this Agreement was not a Member of the Company shall only entitle such person or entity acceptable to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)existing Members.

Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their his interest in the Limited Liability Company, such Member (the “"Selling Member”") shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location within the Commonwealth of Virginia at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore therefor shall be allocated among the Members so accepting the offer in proportion to their Members’ ' Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Limited Liability Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Limited Liability Company and is admitted to the Limited Liability Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)Article 13.

Right of First Refusal. If In lieu of the provisions of Section VIII-I, a Member desires to sell, may transfer or otherwise dispose of all or any part of their the Member's interest in the Company, such Member Company (the “Selling Member”"Interest") as follows: The Member desiring to transfer his or her Interest must first provide written notice (the "Notice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer"). Other Members may acquire all of the Interest at the price and under the terms specified in the Offer for a period of 30 days after receipt of the Notice. If the acquiring Members cannot agree among themselves on the allocation of the Interest, the allocation shall first offer be proportional to the Ownership Interests of those Members desiring to acquire the Interest. Closing the sale of the Interest shall occur as stated in the Offer, which shall not be less than 45 days after the expiration of the 30-day notice period. The Members shall be deemed to have waived their right to acquire the Interest on the terms described in the Offer should they fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-day period following receipt of the Notice. The transferring Member may then sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance Interest consistent with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest Offer to any other person or entity provided that it should not be contrary to anything in Section VIII-II. Should the sale to a third person be at a purchase price which or on terms that are more favorable than stated in the Offer, the transferring Member must then reoffer the sale of the Interest to the remaining Members at that other price or other terms. If the sale to a third person is not less than closed within six months after the purchase price prescribed in expiration of the offer 30-day period described above, then the provisions of Section VIII-II will again apply to the Interest proposed to be sold or conveyed. In lieu with the foregoing provisions of Section VIII-II, should the sole remaining Member be entitled to and upon elect to acquire all the terms and conditions which are substantially Interests of the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member Members of the Company shall only entitle such person in accordance with the provisions of Section VIII-II, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendant, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to existence of the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)limited liability company.

Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such (A) A Member (the “Selling selling Member”) shall may not sell or assign such Member’s Membership Interest without first offer offering to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Memberassign all, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery all, of the offer), the location at which the closing is such Member’s Membership Interest to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members. The selling Member shall notify all Members may elect in writing of his intent to accept the offer, and if more than one of the other Members elects to accept the offer, the sell or assign such Member’s interest being sold and the purchase price therefore and terms thereof. Thereafter, all Members or any of them shall be allocated among have thirty (30) days from the Members so accepting date of receipt of such notice to notify the offer in proportion to selling Member of their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations desire to purchase such Membership Interest at the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as on the terms and conditions set forth in the Member’s offer. If more than one Member accepts such offer, the Membership Interest shall be apportioned among the Members so accepting in proportion to their respective Percentage of Membership Interests in the Company or in such other proportion upon which they mutually agree. Settlement of any sale to the Members under this Section 8.02(A) shall be made by the selling Member and the applicable purchasing Members within (i) thirty (30) days after notice of desire to purchase or (ii) the time, if any, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who in the Member’s offer, whichever is not a Member later. (B) In the event none of the Company other Members notify the selling Member in writing that they intend to exercise their right to purchase such interest, the selling Member shall only entitle be free to seek a “bona fide offer” (as hereinafter defined) to purchase such person Membership Interest from third parties. Upon receipt of a bona fide offer to purchase on terms more favorable or entity at a price lower than offered to the allocations other Members, the selling Member shall offer in writing to sell and distributions to which the assigned interest is entitled, unless assign such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest Membership Interest to the other Members upon the terms and conditions set forth in accordance the bona fide offer, with a complete copy of the bona fide offer attached. The other Members or any of them shall have fifteen (15) days from receipt of written notice of such bona fide offer within which to notify the selling Member of their intent to exercise their right of first refusal to purchase such Membership Interest upon the terms and conditions of the offer. If more than one Member accepts such offer, the Membership Interest shall be apportioned among the Members so accepting according to Section 8.02 (A) hereof. For purposes of this Agreement. Section 8.02 (Check if ApplicableB), the term

Right of First Refusal. If a (a) No Member desires to sell, or his legal representative may transfer or otherwise dispose of all or any part portion of their interest in the Company, such Member (the “Selling Member”) shall his Interest without first offer to sell and convey such interest giving written notice to the other Members before sellingCompany identifying the proposed transferee and the terms of the proposed transaction, transferring or otherwise disposing of such interest including price, if any, and offering his Interest to any other person, corporation or other entitythe Company upon the same terms. Such offer shall be remain irrevocable for thirty (30) days. At any time during this period, the Company may accept the offer by notifying the offeror in writingwriting that the Company intends to purchase all, shall be given to every other Memberbut not less than all, of the Interest so offered on the terms and shall set forth the interest to be sold, for the purchase price specified in the offer. (b) If the Company does not elect to be paidpurchase all of the Interest specified in the notice within thirty (30) days after receipt of the notice pursuant to paragraph (a) above, then the offeror will notify the each of the Members in writing and offer the shares to the Members on the same terms. Each such offer shall remain irrevocable for thirty (30) days. At any time during this period, the date on which offerees may accept the closing is offer by notifying the offeror in writing that the offerees intend to take place (which date shall be purchase all, but not less than thirty nor more than sixty days after the delivery all, of the offer), Interest so offered on the location at which the closing is to take place, and all other material terms and conditions of for the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting purchase price specified in the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any If two (2) or all of the other more remaining Members may elect desire to accept the offer, and if more than one then, in the absence of an agreement among them, each such remaining Member shall purchase the other offered Interest in the proportion that the purchasing Member's percentage ownership Interest bears to the total percentage ownership Interests of all the remaining Members elects who desire to accept the offer, . (c) If neither the interest being sold and remaining Members nor the Company elect to purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept Interest offered within thirty (30) days of the receipt of the notice containing the offer, then the closing of title shall be held in accordance with offeror may transfer the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member offered Interest within 120 sixty (60) days after the delivery expiration of the offer may sell such interest applicable thirty-day period to any other person or entity at a purchase the proposed transferee upon the price which is not less than the purchase price prescribed and terms specified in the offer and upon notice, provided that simultaneous with the terms transfer the transferee agrees to become a party to this Agreement. (d) Any attempted transfer that does not comply with the terms, provisions and conditions which are substantially of this Section 17 and the same as the terms other terms, provisions and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment shall be null and void and of such interest to a person no force or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)effect.

Right of First Refusal. If No Member (a Member desires to sell, "Selling Member") may transfer or otherwise dispose of all or any part portion of their interest in the Companyits Interest, such Member (the “Selling Member”) shall whether voluntarily or by operation of law, or at judicial sale or otherwise, to any person without first offer to sell and convey such interest offering its Interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, at a price and shall set forth the interest to be sold, the purchase price to be paid, the date on upon terms no less favorable than those which the closing Selling Member is willing to take place (which date shall accept from a bona fide third party, based on a Bona Fide Offer from the proposed purchaser, or would otherwise be not less than thirty nor more than sixty compelled to accept by operation of law. The other Members will have 30 days after the delivery to acquire their proportionate share of the offer), the location at which the closing is to take place, and all other material terms and conditions Interest of the saleSelling Member on such terms. If one or more of the Members declines to do so, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver may acquire all of the Selling Member's Interests on a proportionate basis by stating their intention to do so in their response. This right of first refusal will be governed by the following provisions: (i) The Selling Member's offer to sell must be in writing and must contain a statement describing the price and terms offered by, and the name and address of, the proposed transferee, including the written offer by such proposed transferee. The other Members may accept such offer by written notice to the Selling Member a written notice either accepting or rejecting and the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of other Members. (ii) If the offer. Any or all offer is accepted by any of the other Members may elect to accept Members, the offer, Selling Member and if more than one of the other Members elects to accept will promptly consummate the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. sale within 30 days. (iii) If any or all of the other Members elect to do not accept the offer to sell the entire Interest offered by the Selling Member within 30 days, the Selling Member may transfer the unaccepted Interest to the proposed transferee on the terms described in the written offer, then within 30 days after the closing expiration of title the Member acceptance period. (iv) If the Interest is not transferred to the proposed transferee within such 30 day period, the Interest shall be held again become subject to the terms of this Section 5(c). (v) Notwithstanding any other provision of this Section 5(c), a Member may, at any time, transfer all or any portion of its Interest to an Affiliate of such Member. (vi) Any Interests transferred in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest Section 5(d) shall remain subject to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Operating Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable).

Right of First Refusal. If 6.3.1 Except for Transfers described in Section 6.2, a Member desires to sell, transfer or otherwise dispose of shall not voluntarily sell all or any part portion of their interest the Member’s Interest unless such Member gives the Company and the other Members a right of first refusal as set forth in the Company, such this Section 6.3. 6.3.1.1 Any Member (the “Selling Member”) shall first offer who wishes to sell all or any portion of his Interest (the “Offered Interest”), and convey such interest who receives a bona fide offer from an unrelated purchaser which the Selling Member wishes to accept, shall give the other Members before sellingwritten notice (the “Offer Notice”) of the Selling Member’s intent to sell such Interest. The Offer Notice must describe the Offered Interest to be sold and the terms of the proposed sale, transferring or otherwise disposing including without limitation the purchase price, the name and address of such the proposed purchaser of the Offered Interest, the duration, interest rate and payment schedule of any debt instruments to be given by the proposed purchaser as part of the purchase price, and any other personfacts which would reasonably be deemed material to the proposed sale. 6.3.1.2 Upon the receipt of the Offer Notice, corporation or each other entity. Such offer Member shall be in writinghave the right to buy a proportionate share of the Offered Interest, shall be given to every other Memberbased upon their relative Percentages, and shall set forth for the interest to be sold, the same purchase price to be paid, specified in the date on which Offer Notice (or the closing is to take place (which date shall be current cash equivalent of a non-cash or deferred payment price specified in the Offer Notice). If not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members desire to purchase their proportionate share of the Offered Interest, the Members desiring to purchase such Offered Interest may elect agree among themselves as to accept the offerproportion in which they will purchase the remaining portion of the Offered Interest. If agreed by the other Members, and if more than one the Company may purchase any portion of the Offered Interest which the other Members elects do not desire to accept purchase. The right of first refusal will be deemed accepted if, within sixty (60) days after the offerdate the Offer Notice was given pursuant to Section 6.3.3, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect (and, if applicable, the Company) agree to accept purchase the offerentire Offered Interest. The right of first refusal may not be exercised as to only a portion of the Offered Interest. 6.3.1.3 If the Members and the Company do not agree to buy the Offered Interest within the sixty-day period described in Section 6.3.3, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver have a further period of ninety (90) days to complete the sale of the Offered Interest to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed proposed purchaser described in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as Offer Notice on the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied withOffer Notice. An assignment of If such interest to a person or entity who sale is not completed within such ninety-day period, the Offered Interest may not thereafter be sold unless the other Members are first given a Member new right of first refusal pursuant to this Section 6.3. 6.3.1.4 If the other Members or the Company exercise the right of first refusal, the closing on the purchase of the Company Offered Interest shall only entitle be held not later than sixty (60) days after the date such person right of first refusal was exercised. The closing will be held during normal business hours at the Company’s principal office, or entity to the allocations and distributions at any other place to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreementparties agree. If the Selling Member does is not sell such interest within said 120 dayspresent at the closing, then the buyer(s) shall deposit the purchase price in escrow, to be paid to the Selling Member may not thereafter sell such interest without again offering such interest as soon as is reasonably practicable, and the Offered Interest shall for all purposes of this Agreement be treated as having been transferred to the other Members in accordance with this Agreement. (Check if Applicable)buyer(s) of the Offered Interest.

Right of First Refusal. If Sections 13.3, 13.4, 13.6, and 13.8 of the Co-Tenancy Agreement are amended to read as follows: 13.3 At least one hundred eighty (180) days prior to its intended date to Assign, and after its receipt of a Member desires bona fide written offer of the type described in Section 13.1 above, the Participant desiring to sell, transfer or otherwise dispose Assign its Transfer Interest shall serve written notice of all or any part of their its intention to do so upon the remaining Participants who have an interest in that portion of the Company, such Member (Four Corners Project that is the “Selling Member”) shall first offer to sell and convey such interest subject of the Transfer Interest in accordance with Section 23 of this Co-Tenancy Agreement. Such notice to the other Members before sellingremaining Participants shall contain the approximate proposed date to Assign, transferring or otherwise disposing the terms and conditions of said bona fide written offer received by such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other MemberParticipant, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other dispositionproposed assignment. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the The terms and conditions which are substantially contained in such notice shall be at least as favorable to the same remaining Participants as the terms and conditions of said bona fide written offer, or may be the same terms and conditions as set forth in said offer. 13.4 Each remaining Participant having an ownership interest in the offer, provided all other applicable requirements portion of this Agreement are complied with. An assignment of such interest to a person or entity who Four Corners Project that is not a Member the subject of the Company Transfer Interest, including the Outside Party if such Outside Party is a Participant, shall only entitle signify its desire to purchase the entire Transfer Interest, or any percentage interest therein, or not to purchase all or any percentage interest therein, by serving written notice of its intention upon the Participant desiring to Assign and upon the remaining Participants pursuant to Section 23 hereof within one hundred twenty (120) days after such person or entity service pursuant to Section13.3 of the allocations and distributions written notice of intention to which Assign. Failure by a Participant to serve notice as provided hereunder within the assigned interest is entitled, unless such person or entity applies for admission time period specified shall be conclusively deemed to be notice of its intention not to purchase any portion of the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)Transfer Interest.

Right of First Refusal. If a Member during the Term of this Lease Landlord ---------------------- desires to sell, transfer sell or otherwise dispose of all or any part of their exchange its ownership interest in the Company, such Member Land and/or Building (the “Selling Member”"Property"), or receives a bona fide offer to purchase or exchange the Property to anyone (the "Other Buyer") and Landlord desires to accept such offer (the "Outside Offer") Landlord shall first offer in writing to sell or exchange the Property to Tenant on the same terms and convey such interest to conditions and at the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall same price as set forth in the Outside Offer or, if no Outside Offer has been received, on the terms and conditions and at the price at which Landlord desires to sell or exchange its ownership interest in the Property (such terms, conditions and price, whether set forth in the Outside Offer or as determined by Landlord without any outside Offer, are referred to be sold, herein as the purchase price to be paid, the date on which the closing is to take place "Offer"). Tenant shall have twenty (which date shall be not less than thirty nor more than sixty 20) business days after from the delivery of written notice of the offer), offer to elect in writing to exchange for or purchase the location at which Property upon the closing is to take place, and all other material terms and conditions of the saleOffer. Should Tenant elect not to exchange for or purchase the Property on such terms and conditions or should Tenant fail to respond in writing within said twenty (20) business days, transfer Landlord may sell or exchange the Property to the Other Buyer or any other disposition. Within fifteen party on substantially the terms and conditions and at not less than ninety-five percent (95%) of the price set forth in the Offer, provided that the closing occurs within one hundred eighty (180) days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection date of the offer. Any If there are changes in the price or all the terms of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed exceeding those allowed in the offer. If no other Member accepts the offer, preceding sentence or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which transaction is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offerclosed within said one hundred eighty (180) day period, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company Landlord shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then or exchange the Selling Member may not thereafter Property without first offering to sell such interest without again offering such interest or exchange the Property to the other Members in accordance with Tenant pursuant to this Agreement. (Check if Applicable)Article XXIX.

Right of First Refusal. If Notwithstanding Section 8.1, a Member desires to sell, may transfer or otherwise dispose of all or any part of their the Member's interest in the Company, such Member Company (the “Selling Member”"Interest") shall as follows: 8.2.1 The Member desiring to transfer his or her Interest first offer must provide written notice (the "Notice") to the other Members, specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer"). 8.2.2 For a period of 30 days after receipt of the Notice, the Members may acquire all, but not less than all, of the Interest at the price and under the terms specified in the Offer. If the other Members desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the closing will not be less than 45 days after expiration of the 30-day notice period. 8.2.4 If the other Members fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-day period following receipt of the Notice, then the Members will be deemed to have waived their right to acquire the Interest on the terms described in the Offer, and the transferring Member may sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance Interest consistent with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest Offer to any other person or entity at a purchase price which is not less than entity; provided, however, that notwithstanding anything in Section 8.2 to the purchase price prescribed in contrary, should the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest sale to a third person , . ■ . .. . ... . c I-l_ il I Al Received by NSD/FARA Registration Unit 10/09/2020 1:51:25 PM Received by NSD/FARA Registration Unit 10/09/2020 1:51:25 PM period describe above, then the provisions of Section 8.2 will again apply to the Interest proposed to be sold or entity who is not a conveyed. 8.2.5 Notwithstanding the foregoing provisions of Section 8.2, should the sole remaining Member be entitled to and elect to acquire all the Interests of the other Members of the Company shall only entitle such person in accordance with the provisions of Section 8.2, the acquiring Member may assign the right to acquire the Interests to a spouse, lineal descendent, or an affiliated entity if the assignment is reasonably believed to be necessary to continue the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to existence of the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)limited liability company.

Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members of the Company before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty (60) days after the delivery of the offer), the location at which the closing dosing is to take place, and all other other- material terms and conditions of the sale, transfer or other disposition. : Within fifteen (15) days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen (15) days conclusively shall be deemed a rejection of the offer. Any or dr all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and arid the purchase price therefore shall be allocated among Received by NSD/FARA Registration Unit 09/16/2018 1:19:27 AM Received by NSD/FARA Registration Unit 09/16/2018 1:19:27 AM the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. ! If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member Member, within 120 one-hundred arid twenty (120) days after the delivery of the offer tHe offer, may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or of entity who is not a Member of the Company shall only entitle such person or of entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 one-hundred and twenty (120) days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this this. Agreement. (Check if Applicable).

Right of First Refusal. (a) If a Member at any time either of the Founders desires to sell, transfer sell or otherwise dispose of transfer all or any part of their interest in his Shares pursuant to a bona fide offer from a third party (the Company"Proposed Transferee"), such Member Founder shall submit a written offer (the “Selling Member”"Offer") shall first offer to sell and convey such interest Shares (the "Offered Shares") to the other Members before sellingLenders or the then holders of the Debentures on terms and conditions including price, transferring or otherwise disposing of not less favorable than those on which such interest Founder proposed to any other person, corporation or other entitysell such Offered Shares to the Proposed Transferee. Such offer The Offer shall be in writing, shall be given submitted to every other Member, the Lenders at least 45 days prior to the proposed transfer and shall set forth disclose the interest identity of the Proposed Transferee, the number of Offered Shares proposed to be sold, the total number of Shares owned by such Founder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale. The Offer shall further state that the Lenders and/or their designees and assigns may purchase all, but not less than all, of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein and shall also advise the Lenders of their co-sale rights pursuant to Section 9.3 hereof, provided, however, that notwithstanding anything contained herein to the contrary, (i) the Lenders may assign all or a portion of their rights to accept the Offer to their respective affiliates who are not direct customers or competitors of the Company and (ii) any such assignment shall only be paidpermitted with respect to a proposed sale by the Founders where the sale price equals or exceeds $10 million. Each Lender who desires to purchase any of the Offered Shares shall communicate in writing its election to purchase to the applicable Founder, which communication shall state the number of Offered Shares that such Lender desires to purchase, and shall be given within 30 days of the date on which notice of the closing Offer is given. In the event that the Lenders elect to take place purchase an aggregate number of Offered Shares that is greater than the number of Offered Shares, then each Lender will be deemed to have elected to purchase that number of Offered Shares that is equal to the total number of Offered Shares multiplied by a fraction, the numerator of which is the total number of Offered Shares that such Lender elected to purchase and the denominator of which is the total number of Offered Shares that all of the Lenders electing to purchase Offered Shares elected to purchase. (which date b) Any communication of acceptance from the Lenders shall, when taken in conjunction with the Offer and except as provided in Section 9.2(c) hereof, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of such Offered Shares. Sales of the Offered Shares to be sold to the Lender shall be not less than thirty nor more than sixty made at the offices of the Company within 60 days after the Offer was first made. Such sale shall be effected by the applicable Founder's delivery of a certificate or certificates evidencing the offer)Offered Shares to be sold, the location at which the closing is to take place, and all other material terms and conditions duly endorsed for transfer against payment of the sale, transfer or other disposition. Within fifteen days after purchase price therefor. (c) If the delivery of said offer the other Members shall deliver Lenders collectively do not elect to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or purchase all of the other Members may elect Offered Shares, none of the Offered Shares shall be sold to accept or purchased by the offerLenders, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall Offered Shares may be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay applicable Founder(s) at any time within the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days 90-day period after the delivery expiration of all applicable periods referred to in Section 9.3(b) hereof. Any such sale shall be to the offer may sell such interest to any other person or entity Proposed Transferee(s), at a purchase price which is not less than the purchase price prescribed and upon other terms and conditions, if any, not, more favorable to the Proposed Transferee(s) than those specified in the offer Offer and upon shall be subject to Section 9.3 hereof. Any Offered Shares not sold within such 90-day period shall continue to be subject to the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement Section 9.2 and Section 9:3 hereof. If Offered Shares are complied with. An assignment of such interest sold pursuant to a this Section 9.2 to any person or entity who is not a Member party to this Agreement, the Offered Shares so sold shall no longer be subject to the restrictions or benefits imposed by this Section 9.2. (d) The Lenders may assign their rights under this Section 9.2 to any transferee of Debentures or securities of the Company shall only entitle such person (or its successors) held by them upon conversion of the Debentures or an affiliate; provided, however, that no assignment may be made to any entity to which is (or which has an affiliate which is) a direct competitor or customer of the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)Company.

Right of First Refusal. If a Any Member who desires to sell, dispose of or otherwise transfer or otherwise dispose of assign all or any part of their such Member’s membership interest in the Company, such Member (the “Selling Member”) any transaction other than an Affiliate Transfer shall first offer to sell to the Company all of the membership interest which such Member desires to transfer. The Company shall have an option, for a period of thirty (30) days after the Company and convey all of the Members have been given Written notice of the Member’s desire to sell, dispose of or otherwise transfer and assign such membership interest, to elect to purchase such membership interest at the price and terms specified in the notice. If the Company does not so elect to purchase such membership interest, the selling Member shall offer the right to purchase such membership interest to the other Members before sellingMembers, transferring who shall have an option, for a period of thirty (30) days following the expiration of the Company’s thirty (30) day option period, to elect to purchase such membership interest at the price and terms specified in the notice. If all or otherwise disposing any portion of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price specified in the notice pursuant to be paidthis Section 8.1 is not cash, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively price shall be deemed a rejection cash equal to the fair market value of the offernoncash consideration and if the parties are unable to reach agreement as to such fair market value, then the fair market value shall be determined by appraisal using the same methodology for determination of Purchase Value set forth in Section 8.4(b). Any purchase by the Company or all the Members pursuant to this Section 8.1 shall be closed in the manner specified in Section 8.5 within thirty (30) days after (i) the end of the other Members may elect to accept applicable option period or (ii) determination of the offerfair market value of the noncash consideration, and if later. If more than one of Member elect to purchase the other Members elects offered membership interest pursuant to accept the offeroption granted to them pursuant to this Section 8.1, they shall, absent a different agreement at the time, acquire the offered membership interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer pro-rata in proportion accordance with their respective Percentages prior to their Members’ Percentage Interests, unless they otherwise agree in writingpurchase pursuant to such option. If any or all of neither the other Company nor the Members elect to accept purchase the offeroffered membership interest pursuant to the options granted to them pursuant to this Section 8.1, then the closing of title shall be held in accordance with the offer and the Selling offering Member shall deliver to the other Members who have accepted the offer an assignment sixty (60) days after expiration of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member options of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in which to sell the offered membership interest at the price and terms identified in the notice to the purchaser(s) identified in the notice; provided that such purchaser(s) shall be assignee(s) only of such membership interest unless and until such‌ purchaser(s) are admitted as Member(s) of the Company in accordance with Article 2 of this Agreement. (Check if Applicable)In no event shall the offering Member be compelled to sell less than all of the membership interest offered by such Member. An assignee of a membership interest shall be subject to this Section 8.1 in the same manner as a Member.

Right of First Refusal. If a Member desires (1) Prior to sellany sale, exchange or other transfer or otherwise dispose of all or any part portion of their an interest in the CompanyLCC, such the transferring Member (the “Selling Member”) shall first offer in writing to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all each of the other Members may elect ("Offeree Members") such interest in the proportion that such Offeree Member's then interest in the Company bears to the then interest in the Company of all Offeree Members under Section 6.2 (each Member's share of the offered interest being referred to herein as his "proportionate share"), at a price which bears the same ratio to the offered price as his proportionate share bears to all proportionate shares, and on the offered terms. Said Offeree Members shall have a period of twenty (20) days after receipt of said written offer to accept said offer to the extent of each Offeree Member's proportionate share, or to reject said offer. In the event any Offeree Member fails to accept the offertransferring Member's offer within said twenty (20) day period, and if more than one the portion of the other offered interest then remaining shall, within ten (10) days thereafter, be divided among and sold to the Offeree Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the who accepted said offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all that each such Offeree Member's then share of the other Members elect Membership interest bears to accept all such Offeree Members' then interest in the offerCompany under Section 6.2, then at a price which bears the closing of title shall be held in accordance with the offer and the Selling Member shall deliver same ratio to the other Members who have accepted the offer an assignment of offered price as the interest being sold by to such Offeree Member bears to the Selling Member, and said other offered interest. (2) In the event the Offeree Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to do not purchase the interestoffered interest after said thirty (30) day period of time, the transferring Member may then transfer the Selling Member within 120 days after the delivery of the offer may sell such offered interest to any other person or entity at a purchase price which is not (but no more and no less than the purchase offered interest) at a price prescribed no more favorable to the purchaser than the offered price and on terms no more favorable to the purchaser than the offered terms, for a period of sixty (60) days following the expiration of the last applicable period of time during which any Offeree Member may have purchased said interest. Under no circumstances can the offered interest be sold, exchanged, or otherwise transferred after expiration of said sixty (60) day period unless and until it has first been referred to the Offeree Members in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)complete manner hereinabove provided.

Right of First Refusal. If a Member desires to sell, transfer transfer, or otherwise dispose of all or any part of their interest in the CompanyCollective, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members Member(s) of the Collective before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty (60) days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen (15) days after the delivery of said offer offer, the other Members Member(s) shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen (15) days conclusively shall be deemed a rejection of the offer. Any or all of the other Members Member(s) may elect to accept the offer, and if more than one of the other Members Member(s) elects to accept the offer, the interest being sold and the purchase price therefore price, therefore, shall be allocated among the Members Member(s) so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members Member(s) elect to accept the offer, then the closing of title shall be held in accordance with the offer offer, and the Selling Member shall deliver to the other Members Member(s) who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members Member(s) shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members Member(s) who have accepted such offer default in their obligations to purchase the interest, then the Selling Member Member, within 120 one-hundred and twenty (120) days after the delivery of the offer offer, may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)conditions

Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or (a) In the event any part of their interest in the Company, such Member (the “Selling Member”) has received a bona fide offer for all or any portion of its Units from a third party, such Selling Member desires to accept such offer, and the Board has consented to such sale pursuant to Section 6.2(a) hereof, such Selling Member shall first offer in writing to sell such Units to the LLC on the same terms and conditions as made by the offeror of the bona fide third party offer. The Selling Member’s offer shall state the name of the offeror, the number of Units such offeror has offered to purchase and the price and terms pursuant to which such offeror has offered to purchase such Units. The inclusion of such number, price and terms in the Selling Member's offer shall constitute a warranty and representation by the Selling Member that such prospective purchaser's offer is bona fide in all respects. The LLC shall then have a period of thirty (30) days to accept such offer by written notice to the Selling Member, which written notice shall specify the number of Units the LLC desires to purchase. (b) If the LLC declines to accept the offer to sell and convey such interest purchase all or a portion of the Units offered to it, the Selling Member shall offer that portion of the Units so declined in writing to the other remaining Members, on a pro rata basis, at the same price and on the same terms and conditions as first offered to the LLC. The remaining Members before selling, transferring shall then have a period of seven (7) days to accept such offer by written notice to the Selling Member. (c) If the LLC and the remaining Members decline to timely accept all or otherwise disposing any portion of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be soldUnits offered, the purchase price Selling Member may, subject to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the salethis Agreement, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection including without limitation Section 6.7 below, sell that portion of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members Units so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest declined to any other person or entity third party at a purchase the same price which is not less than and on the purchase price prescribed in the offer and upon the same terms and conditions which are substantially as first offered to the same as LLC and the terms and conditions set forth remaining Members, upon advising the remaining Members in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member writing of the Company shall only entitle such person or entity to name and address of the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)prospective third party purchaser.

Right of First Refusal. If (a) In the event any Member receives from a Member desires third party a bona fide offer to sell, transfer or otherwise dispose of all or any part of their interest in the Company, purchase such Member Member’s (the “Selling Member”) interest in the Company, the Selling Member shall first offer to sell and convey such interest give written notice to the other Members before selling, transferring or otherwise disposing (the “Remaining Members”) of such interest to any other person, corporation or other entitythird party offer. Such offer The Remaining Members shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, have a period of 30 days from the date on which the closing notice is received to take place (which date shall be not less than thirty nor more than sixty days after the delivery elect one of the offer)following two options. The Remaining Members may: (i) grant their consent to the Seller Member’s proposed transfer of its Membership Interest in the Company. Thereupon, the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting may consummate its transaction with the offer. Failure third party, upon the exact terms and for the exact consideration as both were described in the notice, as promptly as is commercially reasonable, and in no event later than 60 days from the date the Remaining Members grant their consent to deliver said notice within said fifteen days conclusively shall be deemed a rejection the proposed transfer of the offer. Any or all of Selling Member’s interest in the other Members may Company to a third party. (ii) elect to accept purchase the offerSelling Member’s interest in the Company upon the exact terms and for the exact consideration as both were described in the notice, and if more as promptly as is commercially reasonable, in no event later than one of 60 days from the other Members date the Remaining Member elects to accept purchase the offer, Selling Member’s interest in the interest being sold and Company. (b) Should any Member desire to withdraw from the purchase price therefore shall be allocated among Company (the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer“Withdrawing Member”), then the closing of title Withdrawing Member shall be held communicate that decision in accordance writing to the Remaining Members, along with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment Withdrawing Member’s valuation of the its interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this AgreementCompany. If the Selling Remaining Members provide their unanimous written consent as required under Section 11.1 of this Agreement, the Remaining Members and Withdrawing Member does not sell such shall negotiate n good faith the consideration and the terms upon which the Withdrawing Member’s interest shall )e purchased. Should they fail to reach an agreement within said 120 60 days, then the Selling Withdrawing Member may not thereafter nay attempt to sell such interest without again offering such its interest to a third party. If such third party buyer is found then the other Members in accordance Withdrawing Member must then comply with this Agreement. (Check if Applicable)the above provisions for a Selling Member.

Right of First Refusal. If a bona fide offer, in writing, signed by the offeror, shall have been made to a Member desires to sell, transfer or otherwise dispose for the purchase of all or any part portion of their interest in the Company, such Member Member’s Interest (the “Selling offeree Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect desires to accept the offer, then a true copy of such offer shall be forwarded to the Company’s other Members. Such other Members shall have the right, in proportion to their participate percentages, or In such other proportions as they may agree, (including through redemption of the interest by the Company) to be exercised by written notice to such effect within 90 days after receipt of the offer by them, to purchase the offeree Member’s Interest on the same terms and conditions as are contained in the offer. Such notice of acceptance shall set the closing date for the consummation of title the transaction, which shall not be for a date beyond 90 days from the mailing of such acceptance by them, or be on the date of closing in the offer, whichever date is later, and shall also set forth the time and place of closing, which shall be held at the Company’s principal office, during usual business hours. If the other Members do not send a notice of acceptance to the offeree Member within the prescribed time for the purchase of the offeree Member’s Interest, or are not ready, willing, and able to consummate the purchase on the closing date, then the offeree Member shall have the right to sell his or her interest to the offeror, provided that such sale is consummated within 180 days after the date of the receipt of the original bona fide offer by the non transferring Members, and further provided, that such sale is made strictly in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery terms of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the on no more favorable terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)offeror.

Right of First Refusal. (a) If at any time any Member proposes to Transfer to one or more third parties (other than a proposed transfer to an immediate family member or a trust established for the benefit of the Member desires or its immediate family members), pursuant to sellan understanding with such third parties, transfer or otherwise dispose of all or any part of their interest in the Company, then such Member (the “Selling Member”"TRANSFERRING MEMBER") shall first give each other Member written notice of the Transferring Member's intention to make the Transfer (the "TRANSFER NOTICE"). The Transfer Notice shall include (i) a description of the Interests of the Transferring Member to be offered (the "OFFERED INTERESTS") including the amount of such Interests, (ii) the identity of the prospective offeree(s) and (iii) the consideration and the material terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice shall certify that the Transferring Member has received a firm offer from the prospective transferee(s) and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice. (b) Each Member shall have an option for a period of twenty (20) days from the Transferring Member's delivery of the Transfer Notice to sell elect to purchase its pro rata share of the Offered Interests at the same price and convey such interest subject to the other Members before sellingmaterial terms and conditions as described in the Transfer Notice. Each Member may exercise such purchase option and, transferring thereby purchase all of his, her or otherwise disposing its pro rata share of such interest to any other personthe Offered Interests, corporation or other entity. Such offer shall be by notifying the Transferring Member in writing, before expiration of the twenty (20) day period. Each Member shall be given entitled to every other Member, and shall set forth apportion the interest Offered Interests to be soldpurchased among its associates and affiliates, provided that such Member notifies the Transferring Member of such allocation. If a Member gives the Transferring Member notice that it desires to purchase its pro rata share of the Offered Interests, then payment for the Offered Interests shall be by check or wire transfer, against delivery of the Offered Interests to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the Member's receipt of the Transfer Notice, unless the value of the purchase price has not yet been established pursuant to Section 9.2(c). (c) Should the purchase price specified in the Transfer Notice be paidpayable in property other than cash or evidences of indebtedness, the date Members shall have the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Transferring Member and the Members cannot agree on which such cash value within five (5) days after the closing is to take place (which date Members' receipt of the Transfer Notice, the valuation shall be made by an appraiser of recognized standing selected by the Transferring Member and the Members or, if they cannot less than thirty nor more than sixty agree on an appraiser within the fifteen (15) days after the delivery of the offerTransfer Notice), each shall select an appraiser of recognized standing and the location at which the closing is to take placetwo appraisers shall designate a third appraiser of recognized standing, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively whose appraisal shall be deemed a rejection determinative of such value. The cost of such appraisal shall be shared equally by the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold Transferring Member and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and costs pro rata by each based on the Selling Member shall deliver number of Interest such parties are purchasing pursuant to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)Section 9.

Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable) □ - MULTI-MEMBER: Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (Check if Applicable) □ - MULTI-MEMBER: Withdrawal Events In the event of the death, retirement, withdrawal, expulsion, or dissolution of a Member, or an event of bankruptcy or insolvency, as hereinafter defined, with respect to a Member, or the occurrence of any other event which terminates the continued membership of a Member in the Company pursuant to the Statutes (each of the foregoing being hereinafter referred to as a “Withdrawal Event”), the Company shall terminate sixty days after notice to the Members of such withdrawal Event unless the business of the Company is continued as hereinafter provided. Notwithstanding a Withdrawal Event with respect to a Member, the Company shall not terminate, irrespective of applicable law, if within aforesaid sixty day period the remaining Members, by the unanimous vote or consent of the Members (other than the Member who caused the Withdrawal Event), shall elect to continue the business of the Company. In the event of a Withdrawal Event with respect to an Member, any successor in interest to such Member (including without limitation any executor, administrator, heir, committee, guardian, or other representative or successor) shall not become entitled to any rights or interests of such Member in the Company, other than the allocations and distributions to which such Member is entitled, unless such successor in interest is admitted as a Member in accordance with this Agreement. An “event of bankruptcy or insolvency” with respect to a Member shall occur if such Member:

Right of First Refusal. If a Selling Member desires to sell, transfer or otherwise dispose of sell all or any part portion of its Membership Interest or Economic Interest in the Company to a third-party purchaser, the Selling Member shall obtain from such third-party purchaser a bona fide written offer to purchase the interest, stating the terms and conditions upon which the purchase is to be made and the consideration offered therefor. The Selling Member shall give written notification to the remaining Members, by certified mail or personal delivery, of its intention to so transfer the interest, furnishing to the remaining Members a copy of the aforesaid written offer to purchase the interest. a. The remaining Members, and each of them shall, on a basis pro rata to their Capital Interest or on a basis pro rats to the Capital Interests of those remaining Members exercising their right of first refusal, have the right to exercise a right of first refusal to purchase all (but not less than all) of the interest proposed to be sold by the Selling Member upon the same terms and conditions as stated in the aforesaid written offer to purchase by giving written notification to the Selling Member, by certified mail or personal delivery, of their intention to do so within (10) days after receiving written notice from the Selling Member. The failure of all the remaining members (or any one or more of them) to so notify the Selling Member of their desire to exercise this right of first refusal within said ten-(10) day period shall result in the termination of the right of the first refusal and the Selling Member shall be entitled to consummate the sale of its interest in the Company, or such portion of its interest, if any, with respect to which the right of first refusal has not been exercised, to the third-party purchaser. b. If the remaining Members (or any one or more of the remaining members) give written notice to the Selling Member (of their desire to exercise this right of first refusal and to purchase all the “Selling Member”) shall first 's interest in the Company that the Selling Member desires to sell upon the same terms and conditions as are stated in the aforesaid written offer to sell purchase, the remaining Members shall have the right to designate the time, date, and convey place of closing, provided that the date of closing shall be within ten (10) days after receipt of written notification from the Selling Member of the third-party offer to purchase. c. In the event of either the purchase of the Selling Member's interest in the Company by a third-party purchaser or the gift of an interest in the Company (including an Economic Interest), and as a condition to recognizing one or more of the effectiveness and binding nature of any such interest sale or gift and (subject to section 10.03 below) substitution of a new Member as against the Company or otherwise the remaining Members may require the Selling Member or Gifting Member and the proposed purchaser, donee or successor-in-interest, as the case may be, to execute, acknowledge, and deliver to the remaining Members such instruments of transfer, assignment, and assumption and such other certificates, representations, and documents, and to perform all the other acts that the remaining Members before sellingmay deem necessary or desirable to: i. Constitute such purchaser, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other as a Member, and shall set forth donee or successor-in-interest as such; ii. Confirm that the person desiring to acquire an interest or interests in the Company, or to be soldadmitted a Member, the purchase price has accepted, assumed, and agreed to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery subject and bound by all of the offer)terms, the location at which the closing is to take place, and all other material terms obligations and conditions of the Operating Agreement, as the same may have been further amended (whether such Person is to be admitted as a new Member or will merely be an Economic Interest Owner); iii. Preserve the Company after the completion of such sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offertransfer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offerassignment, or if substitution under the Members who have accepted such offer default laws of each jurisdiction in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person is qualified, organized, or entity to does business; iv. Maintain the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to status of the Company as a partnership for federal tax purposes; and v. Assure compliance with any applicable state and federal laws including securities laws and regulations. d. Any sale or gift of a Membership Interest or Economic Interest or admission of a Member in accordance compliance with this AgreementArticle X shall be deemed effective as of the last day of the calendar month in which the remaining Members' consent thereto was given, or, if no such consent was required pursuant to section 10.02(e) below, then on such date that the donee or successor interest complies with. If the The Selling Member does not sell agrees, upon request of the remaining Members, to execute such interest within said 120 dayscertificates or other documents and perform such other acts as may be reasonably requested by the remaining Members from time to time in connection with such sale, then the transfer, assignment, or substitution. The Selling Member hereby indemnifies the Company and the remaining Members against any and all loss, damages, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly from any transfer or purported transfer in violation of this Article X. e. Subject to section 10.03(c) below, a Transferring Member may not thereafter sell such interest gift all or any portion of its Membership Interest and Economic Interest (without again offering such interest regard to section 10.02(a) and (b) above) provided that the donee or to the other Members in accordance successor-in-interest (collectively, "donee") complies with this Agreementsection 10.02(c) and further provided that the donee is either the Gifting Member's spouse, former spouse or lineal descendant (including adopted children). (Check if Applicable)In the event of the gift of all or any portion of a Gifting Member's Membership Interest or Economic Interest to one or more donees who are under 25 years of age, one or more trusts shall be established to hold the gifted interest(s) for the benefit of such donee(s) until all of the donee(s) reach the age of at least 25 years.

Right of First Refusal. If 8.1 In the event any Agreeing Party assigns, with or without consideration, directly or indirectly, all or part of their common and preferred shares issued by The Company and rights subject to the agreement to which he or she is a Member desires holder, the same Agreeing Party will be obliged to firstly offer his or her shares and rights, individually, to all the other Agreeing Parties, in writing, by registered mail or by hand delivery requiring the signature of the recipient, stating the quantity, payment currency and price of the shares and rights offered. 8.2 The Agreeing Parties, informed of such intention to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member will have up to 30 (the “Selling Member”thirty) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, consecutive days from the date on which the closing is correspondence was received, to take place (which date shall be not less than thirty nor more than sixty days after reply in writing to the delivery offering party, in respect of the offer), . 8.3 Each Agreeing Party to whom the location at which offer is being made shall exercise the closing is to take place, and all other material terms and conditions right of first refusal of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver shares and rights subject to the Selling Member a written notice either accepting or rejecting Agreement, allotted in proportion to the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection percentage of the total capital of The Company that they hold at the date of the offer. Any In this way, the right of first refusal shall be exercised both in respect to the common shares and the preferred shares offered, independently of the type or proportion of the common or preferred shares owned by the party receiving the offer. 8.4 In the event of there being a surplus of shares, due to the non-exercising of the right of first refusal over shares and rights subject to the Agreement, these shares will be offered to the Agreeing Parties who have exercised their rights, according to the respective proportion of their shareholdings at the date of the offer, who will have up to 15 (fifteen) consecutive days to respond, so as to turn effective the purchase of all the shares and rights offered. 8.5 The Agreeing Parties are not obliged to preferentially sell off any of their shares or rights subject to the Agreement if there is no interest on the part of the other Members may elect to accept Agreeing Parties in purchasing the offer, and if more than one entire shareholding offered. 8.6 If there should be no interest on the part of the other Members elects to accept Agreeing Parties in purchasing the offershares and rights offered, the interest being sold offering party may sell his or her holding to a third party, or parties, within up to 180 (one hundred and eighty) days from the purchase price therefore shall be allocated among expiry of the Members so accepting time limit referred to above, provided that it is offered in its entirety, adhering rigorously to the offer same price, payment currency and all other conditions preferentially offered to the Agreeing Parties. After the period of 180 (one hundred and eighty) days stipulated above has expired, the right of first refusal of the Agreeing Parties again comes into force, as outlined in proportion Chapter VIII. 8.7 Excluded from the restrictions in this present Chapter VIII are transfers of common or preferred shares or rights subject to the Agreement held by the Agreeing Parties to their Members’ Percentage Interestsparents in direct line of ascent, unless they otherwise agree descendents and spouses, and also to companies with a Brazilian shareholding, already existing or that may be founded by any Agreeing Party and his or her parents in writing. If any or all direct line of ascent and descendents, provided that it has the other Members elect to accept specific statutory purpose of holding a stake in the offercapital of The Company, then the closing of title shall be held in accordance with the offer obligation, through their legal representatives, without any restriction or reservation, to sign the present legal instrument, the shares issued by The Company thereby remaining part of their estate and the Selling Member shall deliver fully subject to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable).

Right of First Refusal. If a Any Member who desires to sell, dispose of or otherwise transfer or otherwise dispose of assign all or any part of their such Member’s membership interest in the Company, such Member (the “Selling Member”) any transaction other than an Affiliate Transfer shall first offer to sell to the Company all of the membership interest which such Member desires to transfer. The Company shall have an option, for a period of thirty (30) days after the Company and convey all of the Members have been given Written notice of the Member’s desire to sell, dispose of or otherwise transfer and assign such membership interest, to elect to purchase such membership interest at the price and terms specified in the notice. If the Company does not so elect to purchase such membership interest, the selling Member shall offer the right to purchase such membership interest to the other Members before sellingMembers, transferring who shall have an option, for a period of thirty (30) days following the expiration of the Company’s thirty (30) day option period, to elect to purchase such membership interest at the price and terms specified in the notice. If all or otherwise disposing any portion of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price specified in the notice pursuant to be paidthis Section 8.1 is not cash, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively price shall be deemed a rejection cash equal to the fair market value of the offernoncash consideration and if the parties are unable to reach agreement as to such fair market value, then the fair market value shall be determined by appraisal using the same methodology for determination of Purchase Value set forth in Section 8.4(b). Any purchase by the Company or all the Members pursuant to this Section 8.1 shall be closed in the manner specified in Section 8.5 within thirty (30) days after (i) the end of the other Members may elect to accept applicable option period or (ii) determination of the offerfair market value of the noncash consideration, and if later. If more than one of Member elect to purchase the other Members elects offered membership interest pursuant to accept the offeroption granted to them pursuant to this Section 8.1, they shall, absent a different agreement at the time, acquire the offered membership interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer pro-rata in proportion accordance with their respective Percentages prior to their Members’ Percentage Interests, unless they otherwise agree in writingpurchase pursuant to such option. If any or all of neither the other Company nor the Members elect to accept purchase the offeroffered membership interest pursuant to the options granted to them pursuant to this Section 8.1, then the closing of title shall be held in accordance with the offer and the Selling offering Member shall deliver to the other Members who have accepted the offer an assignment sixty (60) days after expiration of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member options of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in which to sell the offered membership interest at the price and terms identified in the notice to the purchaser(s) identified in the notice; provided that such purchaser(s) shall be assignee(s) only of such membership interest unless and until such purchaser(s) are admitted as Member(s) of the Company in accordance with Article 2 of this Agreement. (Check if Applicable)In no event shall the offering Member be compelled to sell less than all of the membership interest offered by such Member. An assignee of a membership interest shall be subject to this Section 8.1 in the same manner as a Member.

Right of First Refusal. If If, at any time, a Member desires receives a bona fide offer from an unaffiliated third-party to sell, transfer or otherwise dispose of purchase all or any part portion of their interest in the Companysuch Member’s Percentage Interest, which such Member (the “Selling Member”) is willing to accept (an “Offer”), the Selling Member shall first offer to sell and convey such interest promptly give notice thereof in writing to the Company and the other Members before sellingMembers, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and which notice shall set forth in reasonable detail the interest to be soldOffer, including, but not limited to, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is third-party purchaser proposes to take place, purchase the Percentage Interest of the Selling Member and all of the other material terms and conditions of the salesuch proposed purchase. The notice shall also specify a time and place for closing in New York, transfer or other disposition. Within fifteen New York, not more than sixty (60) days nor less than forty-five (45) days after the delivery date of said offer the giving thereof for the closing of the purchase and sale of the Percentage Interest subject to the Offer. The Company shall have a period of thirty (30) days after the date of receipt of such notice within which to accept or reject the Offer made thereby by giving notice of acceptance or notice of rejection in writing to the Selling Member within such period. If the Company accepts the Offer, it shall acquire the Percentage Interest of the Selling Member on the terms set forth in the Offer at the time specified therein for closing. If the Company rejects the Offer or does not respond within the required time period, each of the Members (if more than one, in such proportions as they may agree, or if no agreement can be reached, then according to their Percentage Interests in the Company relative to each other) shall have a period of fifteen (15) days within which to accept or reject the Offer made thereby by giving notice of acceptance or notice of rejection in writing to the Selling Member within such period. If the Member(s) accept the Offer, they shall acquire the Percentage Interest of the Selling Member on the terms set forth in the Offer at the time specified therein for closing. If no Member accepts the Offer or no Member responds within the required time period, the Selling Member may sell his Percentage Interest to the third-party as set forth in the Offer, provided that the provisions of Sections 7.1 and 7.2 have been satisfied, and provided further that such transaction shall be concluded within ninety (90) days after the date of the Selling Member’s notice unless a longer time period is specifically set forth in the terms of the Offer and the Managers have approved same. If there is any material change in the terms of the Offer, the Selling Member must repeat the above procedures, and the Company and the other Members shall deliver have the opportunity to reconsider the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the revised offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)foregoing procedures.

Right of First Refusal. If a 10.1. A Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member Assignee (the herein “Selling Member”) which desires to sell or transfer all or any portion of its Membership Interest to a third party shall first obtain from such third party a bona fide written offer to sell purchase such Interest, setting out and convey such interest stating fully all terms and conditions upon which the purchase is to be made and the consideration offered therefor (the “Offer”). The Selling Member shall give notice to the other Members before sellingremaining Member of its intention to sell, transferring or otherwise disposing furnishing a copy of the Offer with such interest notice. 10.2. The remaining Member (not Assignee) (herein “Non Selling Member”) has the right to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place all (which date shall be but not less than thirty nor more than sixty days after the delivery all) of the offer), Membership Interests proposed to be sold upon the location at which the closing is to take place, and all other material same terms and conditions of stated in the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver Offer by giving notice to the Selling Member a written of its intention to do so within thirty (30) days after notice either accepting or rejecting from the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writingSelling Member. If any or all the Non Selling Member shall not notify the Selling Member of its exercise of its right of first refusal within the other Members elect thirty (30) day period, its right of first refusal with respect to accept the offerOffer shall terminate, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver be entitled to consummate the other Members who have accepted proposed sale of its Membership Interest, provided that such sale is (i) on substantially the offer an assignment same terms as the Offer and (ii) consummated within forty-five (45) days of the interest being sold by expiration of the Non Selling Member, and said other Members shall pay the purchase price prescribed in the offer’s right of first refusal. If no other the proposed sale is not consummated within the forty-five (45) day period, the Membership Interests shall continue to be subject to all provisions of this Article 10. In the event the Non Selling Member accepts the offer, or if the Members who have accepted such offer default in their obligations gives written notice to purchase the interest, then the Selling Member within 120 days after of its exercise of its right of first refusal to purchase all the delivery offered interest of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon Selling Member on the terms and conditions which are substantially the same as the terms and conditions set forth stated in the offerOffer, the Non Selling Member or the Company shall have the right to designate the time, date and place of closing, provided all other applicable requirements that the date of this Agreement are complied withclosing shall be within sixty (60) days after receipt of the written notification to the Selling Member from the Non Selling Member of its exercise of its right of first refusal. 10.3. An assignment of such interest to a person or entity who is not The transfer by a Member of its Membership Interest shall, unless the Company other Member otherwise consents, shall only entitle such person or entity give to the allocations and distributions Non Selling Member the right to which the assigned interest is entitled, unless such person accelerate any or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If all debt from the Selling Member does not sell such interest within said 120 days, then to the Non Selling Member. The Non Selling Member shall notify the Selling Member may not thereafter sell if it exercises such interest without again offering such interest to right of acceleration at the other Members in accordance with this Agreement. (Check if Applicable)time it notifies the Selling Member of its exercise or non-exercise of its right of first refusal.

Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members of the Company before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty (60) days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen (15) days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen (15) days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member Member, within 120 one-hundred and twenty (120) days after the delivery of the offer offer, may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 one-hundred and twenty (120) days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable).

Right of First Refusal. If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the a “Selling Member”) shall first receives a bona fide offer to sell and convey purchase some or all of its Membership Interest from any Person other than another Member (which such interest Selling Member desires to accept), such Selling Member shall notify the other Members before selling, transferring or otherwise disposing (the “Non-Selling Members”) of such interest offer and provide the Non-Selling Members with a copy of such offer and sufficient information to any other person, corporation or other entitysubstantiate the offeror’s ability to consummate the transaction. Such offer shall be in writing, shall be given to every other Member, and shall set forth Following the interest to be soldgiving of such notice, the purchase price Non-Selling Members in the aggregate shall have the right to be paid, the date on which the closing is to take place acquire all (which date shall be but not less than thirty nor more than sixty days after the delivery all) of the offer), Membership Interest of the location at Selling Member which is the closing is to take place, and all other material object of the offer on the same terms and conditions of as are set forth in the saleoffer. Any Non-Selling Member that desires to exercise the option set forth in this Section 11.8, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver do so by giving notice to the Selling Member a written of such exercise within thirty (30) days of receipt of such notice either accepting or rejecting and the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection portion of the offer. Any or all of the other Members may elect offered Membership Interest such Non-Selling Member desires to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writingacquire. If any or all of the other Members elect to accept the offerno Non-Selling Member exercises its option within such thirty (30) day period, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver be entitled at any time within sixty (60) days after expiration of such thirty (30) day period to sell that portion of its Membership Interest which was the other Members who have accepted the offer an assignment object of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations but only on terms and conditions not less favorable to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of that such interest to sixty (60) day period may be extended if a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations purchase agreement has been executed and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell and the purchaser are awaiting regulatory approval to consummate such interest within said 120 days, then sale. If more than one Non-Selling Member exercises the option to acquire the Membership Interest of the Selling Member may not thereafter sell being offered and the offered interest is smaller than the aggregate amount the Non-Selling Members’ desire to purchase, the right to acquire the Selling Member’s Membership Interest shall be apportioned among the Non-Selling Members who have exercised such interest without again offering such interest option as follows: (a) if the Selling Member is an Investor, first to the other Non-Selling Members in accordance with who are Investors and who have elected to acquire the Membership Interest, pro rata based on the relative amounts such Non-Selling Members had elected to acquire; and (b) to the extent any Membership Interests remain after applying the preceding clause, to the Non-Selling Members who are not Investors but who have elected to acquire the Membership Interest, pro rata based on the relative amounts such Non-Selling Members had elected to acquire. If any Non-Selling Member elects to purchase the Membership Interest of the Selling Member within the applicable period, the closing of such transaction shall take place not later than thirty (30) days following the date on which the Selling Member notified the Non-Selling Members of such offer. The provisions of this Agreement. Section 11.8 shall not apply to an offer subject to a Drag Along Notice (Check if Applicable)as defined herein) under Section 11.9.

Right of First Refusal. If a Any Member who desires to sell, dispose of or otherwise transfer or otherwise dispose of assign all or any part of their such Member’s membership interest in the Company, such Member (the “Selling Member”) any transaction other than an Affiliate Transfer shall first offer to sell to the Company all of the membership interest which such Member desires to transfer. The Company shall have an option, for a period of thirty (30) days after the Company and convey all of the Members have been given Written notice of the Member’s desire to sell, dispose of or otherwise transfer and assign such membership interest, to elect to purchase such membership interest at the price and terms specified in the notice. If the Company does not so elect to purchase such membership interest, the selling Member shall offer the right to purchase such membership interest to the other Members before sellingMembers, transferring who shall have an option, for a period of thirty (30) days following the expiration of the Company’s thirty (30) day option period, to elect to purchase such membership interest at the price and terms specified in the notice. If all or otherwise disposing any portion of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price specified in the notice pursuant to be paidthis Section 8.1 is not cash, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively price shall be deemed a rejection cash equal to the fair market value of the offernoncash consideration and if the parties are unable to reach agreement as to such fair market value, then the fair market value shall be determined by appraisal using the same methodology for determination of Purchase Value set forth in Section 8.4(b). Any purchase by the Company or all the Members pursuant to this Section 8.1 shall be closed in the manner specified in Section 8.5 within thirty (30) days after (i) the end of the other Members may elect to accept applicable option period or (ii) determination of the offerfair market value of the noncash consideration, and if later. If more than one of Member elect to purchase the other Members elects offered membership interest pursuant to accept the offeroption granted to them pursuant to this Section 8.1, they shall, absent a different agreement at the time, acquire the offered membership interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer pro-rata in proportion accordance with their respective Percentages prior to their Members’ Percentage Interests, unless they otherwise agree in writingpurchase pursuant to such option. If any or all of neither the other Company nor the Members elect to accept purchase the offeroffered membership interest pursuant to the options granted to them pursuant to this Section 8.1, then the closing of title shall be held in accordance with the offer and the Selling offering Member shall deliver to the other Members who have accepted the offer an assignment sixty (60) days after expiration of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member options of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in which to sell the offered membership interest at the price and terms identified in the notice to the purchaser(s) identified in the notice; provided that such purchaser(s) shall be assignee(s) only of such membership interest unless and until such purchaser(s) are admitted as Member(s) of the Company in accordance with Article 2 of this Agreement. (Check if Applicable)In no event shall the offering Member be compelled to sell less than all of the membership interest offered by such Member. An assignee of a membership interest shall be subject to this Section 8.1 in the same manner as a Member.‌

Right of First Refusal. If a bona fide offer, in writing, signed by the offeror, shall have been made to a Member desires to sell, transfer or otherwise dispose for the purchase of all or any part portion of their interest in such Member's Interest (the Company, "offeree Member") and such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect desires to accept the offer, then a true copy of such offer shall be forwarded to the Company's other Members. Such other Members shall have the right, in proportion to their participate percentages, or In such other proportions as they may agree, (including through redemption of the interest by the Company) to be exercised by written notice to such effect within 90 days after receipt of the offer by them, to purchase the offeree Member's Interest on the same terms and conditions as are contained in the offer. Such notice of acceptance shall set the closing date for the consummation of title the transaction, which shall not be for a date beyond 90 days from the mailing of such acceptance by them, or be on the date of closing in the offer, whichever date is later, and shall also set forth the time and place of closing, which shall be held at the Company's principal office, during usual business hours. If the other Members do not send a notice of acceptance to the offeree Member within the prescribed time for the purchase of the offeree Member's Interest, or are not ready, willing, and able to consummate the purchase on the closing date, then the offeree Member shall have the right to sell his or her interest to the offeror, provided that such sale is consummated within 180 days after the date of the receipt of the original bona fide offer by the non transferring Members, and further provided, that such sale is made strictly in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery terms of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the on no more favorable terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)offeror.

Right of First Refusal. If a Member (a) A Shareholder (the "Offeror") desiring to transfer any or all of its Shares shall give written notice to the Company (the "Transfer Notice") specifying the number of its Shares that it desires to selltransfer (the "Offered Shares"), the price, in lawful money of Canada, for the Offered Shares, and the terms of payment upon which the Offeror is prepared to transfer the Offered Shares. The Transfer Notice shall constitute the Company as the agent of the Offeror for the sale of the Offered Shares to any other Shareholder or otherwise dispose Shareholders at the price and upon the terms of payment specified in the Transfer Notice. The Transfer Notice shall also state whether the Offeror has received an offer to purchase (the "Third Party Offer") the Offered Shares, OR any of them, from, or proposes to sell the Offered Shares, or any of them, to, any particular person or persons who are not Shareholders (the "Third Party Offerors") and, if so, the names and addresses of those persons and the price and terms in the Third Party Offer shall be specified in the Transfer Notice. The Transfer Notice shall constitute an offer by the Offeror to the other Shareholders to sell the Offered Shares to the other Shareholders and shall not be revocable. (b) The Company shall forthwith upon receipt of the Transfer Notice transmit a copy of it to each Shareholder other than the Offeror and shall request that each such Shareholder state in writing, within 14 days from the date of the Transfer Notice, whether it is willing to purchase any of the Offered Shares and, if so, the maximum number it is willing to purchase. (c) Upon the expiration of the 14-day notice period provided for in paragraph above, if the Company has received from the Shareholders entitled to receive the Transfer Notice sufficient acceptances to purchase all the Offered Shares the Company shall thereupon apportion the Offered Shares among the Shareholders so accepting pro rata in proportion to the number of shares held by each of them respectively up to the number of Offered Shares accepted by each of them respectively. If the Company did not receive sufficient acceptances to purchase all of the Offered Shares, the Company may, but only with the consent of the Offeror, who shall not be obliged to sell in the aggregate less than all the Offered Shares, apportion the Offered Shares among the Shareholders accepting pro rata in proportion to the number of shares held by each of them respectively up to the number of the Offered Shares accepted by each of them respectively. (d) Upon the Company's receipt of an acceptance to purchase all or any part of their interest the Offered Shares and after an apportionment has been made pursuant to paragraph (c) above, if necessary, a binding contract of purchase and sale between the Offeror and the Shareholder who transmitted such acceptance shall be deemed to come into existence on the terms set out in this Agreement and the Transfer Notice, which contract will be completed in the manner provided in section 12. (e) After an apportionment has been made pursuant to paragraph (c) above and upon payment of the price for the Offered Shares apportioned, the Offeror shall be bound to transfer those shares in accordance with that apportionment and if the Offeror fails to do so the Company shall cause the names of the purchasing Shareholders to be entered in the register of members of the Company as the holders of those shares and shall cancel the share certificates previously issued to the Offeror representing those shares whether they have been produced to the Company or not. Payment to the Company, such Member (as agent for the “Selling Member”) shall first offer to sell and convey such interest to Offeror, of the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer Purchase Price shall be in writing, shall be given to every other Member, sufficient payment by the purchasing Shareholders and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery entry of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed transfers in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery register of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member members of the Company shall only entitle such person or entity be conclusive evidence of the validity of the transfers. Upon completion of the transfers, and delivery of the share certificates duly endorsed in blank for transfer, the Company shall pay the Purchase Price to the allocations Offeror. (f) The Offeror may for a period of 90 days after the expiration of the 14-day period provided for in paragraph (b) above transfer to any person the Offered Shares not purchased by other Shareholders pursuant to paragraphs (b), (c), (d) and distributions (e) above, provided that: (i) if the other Shareholders did not purchase any of the Offered Shares, the Offeror may not sell less than all the Offered Shares; (ii) the Offeror shall sell the Offered Shares for cash at Closing, free and clear of encumbrances, and on terms which are otherwise identical to which those specified in the assigned interest is entitledTransfer Notice; (iii) the Offeror shall not sell any of the Offered Shares to any person, unless such at the time of the sale that person complies with subsection 5.6; and (iv) if the Offeror has not transferred the Offered Shares or entity applies for admission any of them within the 90-day period, then the provisions of this subsection 5.3 shall again become applicable to all of the Offered Shares not disposed of within the 90-day period. (g) The provisions as to transfers of Shares contained in paragraphs (a), (b), (c), (d), (e) and (f) of this subsection 5.3 shall not apply: (i) if, before the proposed transfer of Shares is made, the other Shareholders waive their rights to receive the Transfer Notice; or (ii) to any transfer of Shares pursuant to the Company provisions of sections 6, 8, 9 and is admitted to the Company as a Member in accordance with 10 of this Agreement. (h) The Offeror may include all or any part of its Shareholder's Loan in the Transfer Notice, in which case the Shareholder's Loan (or part thereof) shall be included in the price of the Offered Shares, and all references to Offered Shares in subsection 5.3 shall include the portion of the Shareholder's Loan included therein. If the Selling Member Offeror does not sell such interest within said 120 daysinclude its Shareholder's Loan in the Transfer Notice, then the Selling Member may not thereafter sell such interest without again offering such interest to Offeror shall retain its Shareholder's Loan, which shall be repaid as the other Members in accordance with this Agreement. (Check if Applicable)Company's finances permit, as determined by the directors.

Right of First Refusal. If a (1) No Member desires to may, during his lifetime or at his death, sell, transfer pledge, assign, donate, bequeath or otherwise dispose of or encumber any interest in the Company other than to persons who are legitimate descendants of the marriage of Xxxxx X. Xxxxxxx and Xxxxxxxx Xxxxxxxx Xxxxxxx (or to either or both of them) or trusts in which those blood descendants are the only principal beneficiaries, unless this requirement is waived by the written consent of those Members owning more than sixty percent (60%) of the interests in Company Profits under Section 7.2(1). (2) Subject to Section 12.1(1), prior to any sale, exchange, or other transfer (except by legacy, gratuitous (but not remunerative or onerous) donation or inheritance and except for transfers between a Member and his descendants or trusts therefor) of all or any part portion of their an interest in the Company, such company of a Member (or assignee thereof), the “Selling Member”) transferring Member shall first offer to sell and convey such interest in writing to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth Company the interest to be soldtransferred (the "offered interest") at a price no greater than and on terms not less favorable to the Company than the price at which, and the purchase price terms on which, said interest is proposed to be paid, the date on which the closing is to take place transferred (which date "offered price" and "offered terms," respectively). The Company shall be not less than have a period of thirty nor more than sixty (30) days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery receipt of said written offer to accept said offer. (3) In the other Members shall deliver event the Company fails to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver accept said notice within offer in said fifteen days conclusively shall be deemed a rejection of the offer. Any or all thirty (30) day period, each of the other Members may elect ("Offeree Members") shall be offered in writing such interest in the proportion that such Offeree Member's then interest in the Profits of the Company bears to the then interest in the Profits of the Company of all Offeree Members under Section 7.2(1) (each Member's share of the offered interest being referred to herein as his "proportionate share"), at a price which bears the same ratio to the offered price as his proportionate share bears to all proportionate shares, and on the offered terms. Said Offeree Member shall have a period of thirty (30) days after receipt of said written offer to accept said offer to the extent of each Offeree Member's proportionate share, or to reject said offer. In the event any Offeree Member fails to accept the offertransferring Member's offer within said thirty (30) day period, the portion of the offered interest then remaining shall, within ten (10) days thereafter, be divided among and if sold to the Offeree Members who accepted said offer in proportion that each such Offeree Member's then share of Company profits bears to all such Offeree Members' then shares of Company Profits under Section 7.2(1), at a price which bears the same ratio to the offered price as the interest sold to such Offeree Member bears to the offered interest. (4) In the event neither the Company nor the Offeree Member has purchased the offered interest after said ten (10) day period of time, the transferring Member may then transfer the offered interest (but no more and no less than one the offered interest) at a price no more favorable to the purchaser than the offered price and on terms no more favorable to the purchaser than the offered terms, for a period of sixty (60) days following the expiration of the last applicable period of time during which any Offeree Member may have purchased said interest, upon complying with the provisions of Section 12.1(2); provided, however, the transferee of the interest of a Member is approved by the other Members elects to accept the offerin advance, the interest being sold which approval shall not be unreasonably withheld and the purchase price therefore shall this approval must be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all denied within thirty (30) days following notice of the other Members elect to accept transfer or otherwise it will be deemed granted. Under no circumstances can the offeroffered interest be sold, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offerexchanged, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days otherwise transferred after the delivery expiration of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer said sixty (60) day period unless and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission until it has first been re-offered to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)the complete manner hereinabove provided.

Right of First Refusal. If a Any Member who desires to sell, dispose of or otherwise transfer or otherwise dispose of assign all or any part of their such Member’s membership interest in the Company, such Member (the “Selling Member”) any transaction other than an Affiliate Transfer shall first offer to sell to the Company all of the membership interest which such Member desires to transfer. The Company shall have an option, for a period of thirty (30) days after the Company and convey all of the Members have been given Written notice of the Member’s desire to sell, dispose of or otherwise transfer and assign such membership interest, to elect to purchase such membership interest at the price and terms specified in the notice. If the Company does not so elect to purchase such membership interest, the selling Member shall offer the right to purchase such membership interest to the other Members before sellingMembers, transferring who shall have an option, for a period of thirty (30) days following the expiration of the Company’s thirty (30) day option period, to elect to purchase such membership interest at the price and terms specified in the notice. If all or otherwise disposing any portion of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price specified in the notice pursuant to be paidthis Section 8.1 is not cash, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively price shall be deemed a rejection cash equal to the fair market value of the offernoncash consideration and if the parties are unable to reach agreement as to such fair market value, then the fair market value shall be determined by appraisal using the same methodology for determination of Purchase Value set forth in Section 8.4(b). Any purchase by the Company or all the Members pursuant to this Section 8.1 shall be closed in the manner specified in Section 8.5 within thirty (30) days after (i) the end of the other Members may elect to accept applicable option period or (ii) determination of the offerfair market value of the noncash consideration, and if later. If more than one of Member elect to purchase the other Members elects offered membership interest pursuant to accept the offeroption granted to them pursuant to this Section 8.1, they shall, absent a different agreement at the time, acquire the offered membership interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer pro-rata in proportion accordance with their respective Percentages prior to their Members’ Percentage Interests, unless they otherwise agree in writingpurchase pursuant to such option. If any or all of neither the other Company nor the Members elect to accept purchase the offeroffered membership interest pursuant to the options granted to them pursuant to this Section 8.1, then the closing of title shall be held in accordance with the offer and the Selling offering Member shall deliver to the other Members who have accepted the offer an assignment sixty (60) days after expiration of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member options of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in which to sell the offered membership interest at the price and terms identified in the notice to the purchaser(s) identified in the notice; provided that such purchaser(s) shall be assignee(s) only of such membership interest unless and until such purchaser(s) are admitted as Member(s) of the Company in accordance with Article 2 of this Agreement. (Check if Applicable)In no event shall the offering Member be compelled to sell less than all of the membership interest offered by such Member. An assignee of a membership interest who desires to sell, dispose of or otherwise transfer or assign all or any part of such assignee’s membership interest shall be subject to this Section 8.1 in the same manner as a Member.

Right of First Refusal. If a Member desires any Joint Venturer or his, her or its heirs, successors or representatives should desire at any time to sell, transfer or otherwise dispose of any or all of his, her or any part of their its interest in the CompanyJoint Venture, such Member (the “Selling Member”) Joint Venturer, or other party, shall first offer to sell and convey such interest the same to the other Members before sellingJoint Venturers on a pro-rata basis, transferring or as the other Joint Venturers may otherwise disposing agree. The offer, which shall be given in writing to the other Joint Venturers, shall state the sale price asked and the terms of the payment for such interest. Within thirty (30) days after any such offer, the other Joint Venturers may, at their option, elect to purchase the interest offered on a pro-rata basis, or as they may otherwise agree among themselves. To exercise the option to purchase, the other Joint Venturers shall give written notice of such intention to the offering Joint Venturer, or other party. If the other Joint Venturers fail to purchase the interest so offered, the offering Joint Venturer, or other party, shall then have the right for a period of one hundred eighty (180) days thereafter to offer such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offerentity, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company but still shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then without giving the Selling Member may not thereafter sell other Joint Venturers the right to purchase such interest without again as hereinbefore set out within thirty (30) days at the price and on the terms being offered by such person or entity. The offering Joint Venturer shall give the other Joint Venturers written notice of such offer to purchase that he, she or it proposes to accept, and this notice shall be accompanied by a copy of the offer to purchase, which shall be in writing and shall specify the exact interest to be purchased, the other Members in accordance with this Agreement. purchase price, the payment terms (Check if Applicableany), and the name and address of the party making the offer to purchase, and such offer to purchase must be bona fide.

Right of First Refusal. If a Member (a) A Shareholder (the "Proposing Transferor") desiring to transfer any or all of its Shares to any other Person, other than to an Affiliate pursuant to section 7.3 of this Agreement, shall give written notice to the Company (the "Transfer Notice") specifying the number of its Shares that it desires to selltransfer (the "Offered Shares"), the price, expressed in lawful money of the United States of America, for the Offered Shares, and the terms of payment upon which the Proposing Transferor is prepared to transfer the Offered Shares. The Transfer Notice shall constitute the Company as the agent of the Proposing Transferor for the sale of the Offered Shares to any other Shareholder or otherwise dispose Shareholders at the price and upon the terms of payment specified in the Transfer Notice. The Transfer Notice shall constitute an offer by the Proposing Transferor to the other Shareholders to sell the Offered Shares to the other Shareholders and shall not be revocable. If the Transfer Notice pertains to Shares of more than one class, then the price and terms of payment for each class of Shares shall be stated separately in the Transfer Notice. (b) The Company shall forthwith upon receipt of the Transfer Notice transmit a copy of it to each Shareholder, other than the Proposing Transferor, holding Shares of the class or classes set out in the Transfer Notice and shall request that each such Shareholder state in writing, within 14 days from the date on which the Transfer Notice is deemed given pursuant to section 17.2, whether it is willing to purchase any of the Offered Shares and, if so, the maximum number it is willing to purchase. (c) Upon the expiration of the 14-day notice period provided for in section 7.2(b) above, if the Company has received from the Shareholders entitled to receive the Transfer Notice sufficient acceptances to purchase all the Offered Shares, the Company shall thereupon apportion the Offered Shares among the Shareholders so accepting pro rata in proportion to the number of shares held by each of them respectively up to the number of Offered Shares accepted by each of them respectively, and in the case of more than one class of Shares then pro rata in respect of each class. If the Company did not receive sufficient acceptances to purchase all of the Offered Shares, the Company may, but only with the consent of the Proposing Transferor, who shall not be obliged to sell in the aggregate less than all the Offered Shares, apportion the Offered Shares among the Shareholders accepting pro rata in proportion to the number of Shares held by each of them respectively up to the number of the Offered Shares accepted by each of them respectively, and in the case of more than one class of Shares then pro rata in respect of each class. (d) After an apportionment has been made pursuant to section 7.2(c) above and upon payment of the price for the Offered Shares apportioned, the Proposing Transferor shall be bound to transfer those Shares in accordance with that apportionment and if the Proposing Transferor fails to do so the Company shall cause the name of the purchasing Shareholders to be entered in the register of members of the Company as the holders of those Shares and shall cancel the share certificates previously issued to the Proposing Transferor representing those Shares whether they have been produced to the Company or not. Payment to the Company, as agent for the Proposing Transferor, of the Purchase Price shall be sufficient payment by the purchasing Shareholders and entry of the transfer in the register of members of the Company shall be conclusive evidence of the validity of the transfer. Upon completion of the transfer, the Company shall pay the Purchase Price to the Proposing Transferor. (e) The Proposing Transferor may for a period of 180 days after the expiration of the 14-day period provided for in section 7.2(b) above transfer to any Person the Offered Shares not purchased by other Shareholders pursuant to sections 7.2(b), (c) and (d) above, provided that: (i) the Proposing Transferor may not sell less than 85% of the Offered Shares which have not been purchased pursuant to the preceding provisions of this section 7.7; (ii) the Proposing Transferor shall not sell any of the Offered Shares at a price less than that specified in the Transfer Notice or on terms which are materially more favourable to the purchaser than those specified in the Transfer Notice; (iii) the Proposing Transferor shall not sell any of the Offered Shares to any Person, unless the proposed transfer complies with the requirements of, and is not prohibited by the provisions of, sections 7.5 and 7.6; and (iv) if the Proposing Transferor has not transferred the Offered Shares or any of them within the 180-day period then the provisions of this section 7.2 shall again become applicable to all of the Offered Shares not disposed of within the 180-day period. (f) The provisions as to transfers of Shares contained in sections 7.2(a), (b), (c), (d) and (e) shall not apply: (i) if before the proposed transfer of Shares is made, each of the other Shareholders waives in writing its right to receive a Transfer Notice relating thereto; or (ii) to any transfer of Shares pursuant to the provisions of section 8 of this Agreement. (g) The Proposing Transferor may include all or any part of their interest its Convertible Securities and/or Shareholder's Loan in the CompanyTransfer Notice, such Member (in which case the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer price payable therefor shall be included in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take placeOffered Shares, and all other material terms and conditions references to Offered Shares in this section 7.2 shall include the portion of the saleConvertible Securities and Shareholder's Loan included therein. If the Proposing Transferor does not include its Shareholder's Loan in the Transfer Notice, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members Proposing Transferor shall deliver retain its Shareholder's Loan, which shall be repaid in accordance with and be subject to the Selling Member a written notice either accepting or rejecting provisions of section 3.5 hereof, provided that, for purposes of determining the offer. Failure to deliver said notice within said fifteen days conclusively amount of any repayment of such Shareholder's Loan under section 3.5, the Proposing Transferor shall be deemed a rejection of to continue to hold the offer. Any or all of the other Members may elect Shares transferred pursuant to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (Check if Applicable)section 7.2.