Common use of Voluntary Transfer Right of First Refusal Clause in Contracts

Voluntary Transfer Right of First Refusal. Subject to Section 4.f, in the event any Series Member (a “Selling Member”) wishes to sell all or any portion of its Units of the Series (the “Offered Interest”), such Selling Member must first present its offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Series Manager. The Series Manager and/or the other Series Members shall have thirty (30) days to elect to purchase the entire Offered Interest, which shall be offered to each in the order of priority described below: i. First, the Series Manager (or its members) may elect (but shall not be required) to purchase the entire Offered Interest proposed for sale on the same terms and conditions as contained in the Notice of Sale. ii. Second, if the Series Manager (or its members) do not purchase the entire Offered Interest, than all or part of the Series Members (the “Purchasing Members”) may (but shall not be required to) purchase the entire Offered Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase the Offered Interest on a pro rata basis before allowing existing Series Members to purchase disproportionate amounts; iii. Third, if the Series Members elect to purchase less than the entire Offered Interest, the Series Manager (or its members) may combine in any ratio to purchase the remaining Offered Interest, provided the overall purchase is of the entire Offered Interest and on the same terms and conditions as contained in the Notice of Sale; and iv. Fourth, in the event the Series Members and/or Series Manager (or its members) fail to respond within thirty (30) days of the Selling Member’s Notice of Sale, or if the Series Manager and/or Members expressly elect not to purchase the entire Selling Member’s Interest, the Selling Member shall have the right to sell its Interest to the third party on the same terms and conditions contained in the original Notice of Sale. v. Fifth, in the event the Selling Member receives or obtains a bona fide offer from a third party to purchase all or any portion of the Offered Interest, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Series Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third party, and the purchase price and terms of payment. vi. Sixth, if the terms are different than the original Notice of Sale offered to the Series Manager, the Selling Member must comply again with the terms of this Section 4.g (giving the Series Manager and the Series Members the first right to purchase the Offered Interest on the same terms and conditions offered by the third party) with respect to the existing offer and all subsequent third party offers. vii. If the Series Manager approves the sale of the Offered Interest to the third party, such sale must be completed within three (3) months of the Notice of Sale. If the sale to the third party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Selling Member must seek a renewed approval from the Series Manager, who may require that the Selling Member again comply with the first right of refusal provisions of this Section 4.g. viii. With respect to any purchase by the Series Members or the Series Manager (or its members) as described above, the Series Manager will automatically adjust (or cause to be adjusted) the Membership Interests of the Purchasing Members and Selling Members to reflect the respective number and class of Units transferred, and the Series Manager shall update (or cause to be updated) the list of Series Members and the number of Units held by each Series Member as appropriate to reflect such transfer. In the event that the Series Manager (or its members) or the Series Members elect to purchase the Offered Interest as provided this Section 4.g, the cost of such transaction, including without limitation, recording fees, escrow fees, if any, and other fees, (excluding attorneys’ fees which shall be the sole expense of the party who retained them) shall be borne by the Selling Member. The Selling Member shall deliver all appropriate documents of transfer for approval by the Series Manager at least three (3) days prior to the closing of such sale for its review and approval. The Series Manager may deduct its costs of sale from Distributable Cash of the Selling Member, unless other reimbursement is received.

Voluntary Transfer Right of First Refusal. Subject to Section 4.f, in Notice of Sale. In the event any Series Member (a “Selling Member”) wishes to sell all or any portion of its Units of the Series (the “Offered Interest”)Interest a Series, such Selling Member it must first present its offer to sell and proposed price (terms and conditions) in a Notice of Sale submitted in writing to the Series Manager. The Series Manager and/or the other Series Members (Purchasing Members) shall have thirty (30) days to elect to purchase the entire Offered Selling Member’s Interest, which shall be offered to each in the order of priority described below: i. : · First, the Series Manager (or its members) may elect (but shall not be required) to purchase the entire Offered Interest proposed for sale on the same terms and conditions as contained in the Notice of Sale. ii. , but if they don’t; then · Second, if the Series Manager (or its members) do not purchase the entire Offered Interest, than all or part of the Series Members (the “Purchasing Members”) may (but shall not be required to) purchase the entire Offered Selling Member’s Interest on the same terms and conditions as contained in the Notice of Sale; the Purchasing Members will be given priority to purchase in the Offered same ratio as their existing Percentage Interest on a pro rata basis before allowing existing Series Members to purchase disproportionate amounts; iii. ; · Third, if the Series Members elect to purchase less than the entire Offered InterestInterest proposed for sale, the Series Manager (or its members) and/or Founder may combine in any ratio to purchase the remaining Offered Interest, provided providing the overall purchase is of the entire Offered Selling Member’s Interest and on the same terms and conditions as contained in the Notice of Sale; and iv. and · Fourth, in the event the Series Members and/or Series Manager (or its members) the Founder fail to respond within thirty (30) days of the Selling Member’s Notice of Sale, or if the Series Manager and/or Members expressly elect not to purchase the entire Selling Member’s Interest, the Selling Member shall have the right to sell its Interest to the third third-party on the same terms and conditions contained in the original Notice of Sale. v. . · Fifth, in the event the Selling Member receives or obtains a bona fide offer from a third third-party to purchase all or any portion of its Interest in the Offered InterestCompany or a Series, which offer it desires to accept, then prior to accepting such offer, the Selling Member shall give written notice (the Notice of Sale) of such offer to the Series Manager. The Notice of Sale shall set forth the material terms of such offer, including without limitation the identity of the third third-party, and the purchase price and terms of payment. vi. · Sixth, if the terms are different than the original Notice of Sale offered to the Series Manager, the Selling Member must comply again with the terms of this Section 4.g Article (giving the Series Manager and Manager, the Series Members and/or the Founder the first right to purchase the Offered its Interest on the same terms and conditions offered by the third third-party) with respect to the existing offer and all subsequent third third-party offers. vii. · If the a Series Manager and the Founder approves the sale of the Offered Interest to the third third-party, such sale it must be completed within three (3) months of the Notice of Salemonths. If the sale to the third third-party is not consummated on the terms contained in the approved Notice of Sale within three (3) months following the date of the Notice of Sale, then the Selling Member must seek a renewed approval from the Series ManagerManager and Founder, who may require that the Selling Member again comply with the first right of refusal provisions of this Section 4.g. viiiArticle. With respect to In any purchase by the Series Members Members, Series Manager, or the Series Manager (or its members) Founder as described above, the Series Manager will automatically adjust (or cause to be adjusted) the Membership Interests of the Purchasing Members and Selling Members to reflect the respective number and class of Units or Interests transferred, and the Series Manager shall update (or cause to be updated) the list of Series Members and their Percentage Interests in the number of Units held by each Series Member Agreement as appropriate to reflect such transfer. In the event that the Series Manager (or its members) or the Series Members elect to purchase the Offered Interest as provided this Section 4.gMythic Collection, the cost of such transaction, including without limitation, recording fees, escrow fees, if any, LLC Amended and other fees, (excluding attorneys’ fees which shall be the sole expense of the party who retained them) shall be borne by the Selling Member. The Selling Member shall deliver all appropriate documents of transfer for approval by the Series Manager at least three (3) days prior to the closing of such sale for its review and approval. The Series Manager may deduct its costs of sale from Distributable Cash of the Selling Member, unless other reimbursement is received.Restated Company Agreement