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<br />exercise the option by giving written notification wjthjn the thirty (30) day period to Selling Member <br />and to the other Members of its intent to exercise the option. The Company may exercise its <br />option to repurchase the Selting Member's interest upon the affirmative vote of the remaining <br />Members owning at east a majority of the remaining Member Interests. If the Company shall fail <br />to exercise its option to acquire the interest of the Selling Member, then for a period of thirty (30) <br />days thereafter, each of the remainfng Members shall have the option to elect to acquire a portion <br />of the Selling Member's interest in the Company on the date of closing set forth in the Notice, for <br />a purchase price ,and upon terms and conditions set forth in the Notice. The remaining Members <br />shall exercise the option by giving written notification within the said thirty (30) day period to <br />Selling Member, the Company and to the other Members of his or her intent to exercise the <br />option. The remaining Members whoeled to exercise the option shalf have the right to acquire <br />the offered interest in the same proportion as the Member Interest owned by said electing <br />Member bears to the total Member Interests owned by all of the electing Members. In the event <br />that neither the Company nor any of the remaining Members elect to exercise the option to <br />acquire the interest of the selling Member, or fail to complete the transactions in accordance with <br />the provisions of the Selling Member's Notice, then said Selling Member shall be free to dispose <br />of all of his or her interest in the Company to the person named in the SelUng Member's Notice, <br />on the day of closing set forth in said Notice, for a purchase price and upon tenns and conditions <br />set forth in said Notice. <br /> <br />(c) Notwithstanding the aforesaid provisions, the Company may, at its option to be <br />exercised within 30 days of receipt of any notice of sale, elect and require any of the following <br />options to be adhered to by the sejling Member and/or the prospective purchaser: <br /> <br />(I) Company Discount The Company purchase the Membership Interest for 1.5 <br />times the Selling Member's Capital Account and notwithstanding the offered price: <br /> <br />(II) Tag Along Right The Company require the purchaser to purchase all of the <br />Membership Interests upon the price and terms offered to the seUing Member or for <br />the price for cash only. <br /> <br />(111I) Drag Along Right: In the event two of the three Members determine to sell their <br />Membership Interests for fair market value to a single purchaser, the two Members <br />at their option may require the third Member to sell its Interest for the same price <br />and terms as being paid for the two selling Member's Interests. <br /> <br />6.04. Assignee Admitted as Member. <br /> <br />Except as, otherwise provided in this Article VI, the assignee of any Member Interest shall <br />be admitted as a Member only upon the unanimous written consent of the remaining Members, <br />and, in all instances, provided that the assignee has executed a counterpart to this Agreement <br />agreeing to be bound by all of the terms and conditions herein contained, and such other <br /> <br />-9- <br />