Common use of Special Rules Clause in Contracts

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.2. (2) If the Manager elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager elects not to purchase the Transfer Shares, Shares or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.28.1.1. (2) If the Manager elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager Board elects not to purchase the Transfer Shares, Shares or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.2. (2) If the Manager Board elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager Board elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager Board elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager Board shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager Board shall have the effect of a binding definitive agreement. If the Selling Member and the Manager Board are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager elects not to purchase the Transfer Shares, Shares or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.2. (2) If the Manager elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section.. P a g e | 14 (4) If the Manager elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1A) If the Manager Managing Member elects not to purchase designate a purchaser of the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member Stockholder may proceed with the sale to the proposed purchaser, subject to section 8.1.23.8.1(a). (2B) If the Manager elects to purchase Managing Member designates a purchaser of the Transfer Shares, it the designee shall do so purchase the Transfer Shares within thirty (30) days. (3C) If the Manager Managing Member elects not to purchase designate a purchaser of the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member Stockholder and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member Stockholder and the purchaser shall be treated as a new offer and shall again be subject to this section. (4D) If the Manager elects to purchase Managing Member designates a purchaser of the Transfer Shares in accordance with this sectionShares, such election shall have the same binding effect as the then-current agreement between the Selling Member Stockholder and the proposed purchaser. Thus, for example, if the Selling Member Stockholder and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager Managing Member shall have the effect of a non-binding letter of intent with the Selling MemberStockholder. Conversely, if the Selling Member Stockholder and the purchaser have entered into a binding definitive agreement, the election of the Manager Managing Member shall have the effect of a binding definitive agreement. If the Selling Member Stockholder and the Manager Managing Member are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1A) If the Manager Board of Directors elects not to cause the Company to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member Stockholder may proceed with the sale to the proposed purchaser, subject to section 8.1.23.8.1(a). (2B) If the Manager elects Board of Directors causes the Company to purchase the Transfer Shares, it the Company shall do so purchase the Transfer Shares within thirty (30) days. (3C) If the Manager Board of Directors elects not to cause the Company to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member Stockholder and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member Stockholder and the purchaser shall be treated as a new offer and shall again be subject to this section. (4D) If the Manager Board of Directors elects to cause the Company to purchase the Transfer Shares in accordance with this sectionShares, such election shall have the same binding effect as the then-current agreement between the Selling Member Stockholder and the proposed purchaser. Thus, for example, if the Selling Member Stockholder and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager Board of Directors shall have the effect of a non-binding letter of intent with the Selling MemberStockholder. Conversely, if the Selling Member Stockholder and the purchaser have entered into a binding definitive agreement, the election of the Manager Board of Directors shall have the effect of a binding definitive agreement. If the Selling Member Stockholder and the Manager Board of Directors are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager Board on behalf of the Company elects not to purchase the Transfer Shares, Shares or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.28.1.1. (2) If the Manager Board on behalf of the Company elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager Board on behalf of the Company elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager Board on behalf of the Company elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager Board shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager Board shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1a) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.29.2. (2b) If the Manager elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3c) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4d) If the Manager elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager Board elects not to purchase the Transfer Shares, Shares or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.28.1.1. (2) If the Manager Board elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager Board elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager Board elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager Board shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager Board shall have the effect of a binding definitive agreement. If the Selling Member and the Manager Board are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section:this (1) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.2.fails (2) If the Manager elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable tradable securities to deferred payment obligations or nontradeable nontradable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-non- binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager elects not to purchase the Transfer Shares, Shares or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.2. (2) If the Manager elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.. P a g e | 14

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager elects not to purchase the Transfer Shares, Shares or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.28.1.1. (2) If the Manager elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.. P a g e | 17

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager elects not to purchase the Transfer Shares, Shares or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.2. (2) If the Manager elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.2. (2) If the Manager elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-non- binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1a) Closing for a purchase of a Transfer Interest by Neighborhoods United shall be held within one hundred twenty (120) days following the Sales Notice, unless a longer period is specified by the Sales Notice. (b) If the Manager Neighborhoods United elects not to purchase the Transfer SharesInterest, or fails Executive may (subject to respond to the Sales Notice within the thirty (30Section 3.1) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.2purchaser on the terms set forth in the Sales Notice. (2c) If the Manager elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager Neighborhoods United elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, Interest and the Selling Member and the Executive and.the purchaser subsequently agree to a reduction of the purchase price, to a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or to any other material equally significant change to the terms set forth in the Sales Notice, such agreement between the Selling Member Executive and the purchaser shall be treated as a new offer and shall again be subject to this section. (4d) If the Manager Neighborhoods United elects to purchase the Transfer Shares Interest in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member Executive and the proposed purchaser. Thus, for example, if the Selling Member Executive and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager Neighborhoods United shall have the effect of a non-binding nonbinding letter of intent with the Selling MemberExecutive. Conversely, if the Selling Member Executive and the purchaser have entered into a binding definitive agreement, the election of the Manager Neighborhoods United shall have the effect of a binding definitive agreement. If the Selling Member Executive and the Manager Neighborhoods United are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement. (e) No transfer shall be permitted unless (i) the transferee executes documents reasonably necessary or appropriate to confirm his, her, or its agreement to be bound by all of the terms and conditions of this Agreement, (ii) the transferor shall provide Neighborhoods United with reasonable assurance, including if necessary an opinion of counsel satisfactory to Neighborhoods United, stating that the transfer of the Transfer Interest is exempt from registration under the Securities Act and other applicable securities laws, and (iii) the transferor and transferee shall together reimburse Neighborhoods United for any reasonable expenses incurred in connection with the transfer.

Special Rules. The following rules shall apply for purposes of this section: (1A) If the Manager Board of Directors elects not to purchase designate a purchaser of the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member Stockholder may proceed with the sale to the proposed purchaser, subject to section 8.1.23.8.1(a). (2B) If the Manager elects to purchase Board of Directors designates a purchaser of the Transfer Shares, it the designee shall do so purchase the Transfer Shares within thirty (30) days. (3C) If the Manager Board of Directors elects not to purchase designate a purchaser of the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member Stockholder and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member Stockholder and the purchaser shall be treated as a new offer and shall again be subject to this section. (4D) If the Manager elects to purchase Board of Directors designates a purchaser of the Transfer Shares in accordance with this sectionShares, such election shall have the same binding effect as the then-current agreement between the Selling Member Stockholder and the proposed purchaser. Thus, for example, if the Selling Member Stockholder and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager Board of Directors shall have the effect of a non-binding letter of intent with the Selling MemberStockholder. Conversely, if the Selling Member Stockholder and the purchaser have entered into a binding definitive agreement, the election of the Manager Board of Directors shall have the effect of a binding definitive agreement. If the Selling Member Stockholder and the Manager Board of Directors are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.2. (2) If the Manager elects to purchase the Transfer Shares, it the closing of such purchase shall do so take place within thirty (30) daysdays of the date that the Manager delivers its notice to the Selling Member indicating its election to purchase the Transfer Shares pursuant to section 8.1.3(a), or such other time as the Manager and Selling Member may mutually agree. (3) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager elects not to purchase the Transfer SharesInterest, or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.28.1.1. (2) If the Manager elects to purchase the Transfer SharesInterest, it shall do so within thirty (30) days. (3) If the Manager elects not to purchase the Transfer SharesInterest, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager elects to purchase the Transfer Shares Interest in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-non- binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager elects not to purchase the Transfer Shares, Shares or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section 8.1.2. (2) If the Manager elects to purchase the Transfer Shares, it shall do so within thirty (30) days.. P a g e | 12 (3) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.

Special Rules. The following rules shall apply for purposes of this section: (1) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, the Selling Member may proceed with the sale to the proposed purchaser, subject to section sections 8.1.1 and 8.1.2. (2) If the Manager elects to purchase the Transfer Shares, it shall do so within thirty (30) days. (3) If the Manager elects not to purchase the Transfer Shares, or fails to respond to the Sales Notice within the thirty (30) day period described above, and the Selling Member and the purchaser subsequently agree to a reduction of the purchase price, a change in the consideration from cash or readily tradeable securities to deferred payment obligations or nontradeable securities, or any other material change to the terms set forth in the Sales Notice, such agreement between the Selling Member and the purchaser shall be treated as a new offer and shall again be subject to this section. (4) If the Manager elects to purchase the Transfer Shares in accordance with this section, such election shall have the same binding effect as the then-current agreement between the Selling Member and the proposed purchaser. Thus, for example, if the Selling Member and the purchaser have entered into a non-binding letter of intent but have not entered into a binding definitive agreement, the election of the Manager shall have the effect of a non-binding letter of intent with the Selling Member. Conversely, if the Selling Member and the purchaser have entered into a binding definitive agreement, the election of the Manager shall have the effect of a binding definitive agreement. If the Selling Member and the Manager are deemed by this subsection to have entered into only a non-binding letter of intent, neither shall be bound to consummate a transaction if they are unable to agree to the terms of a binding agreement.