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DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> all remaining rights and interests retained by the Member that immediately before the transfer, <br /> assignment, conveyance or sale were associated with the transferred Economic Interest. Such <br /> purchase and sale shall not, however, result in the release of the Member from any liability to <br /> Company as a Member. Each Member acknowledges and agrees that the right of Company to <br /> purchase such remaining rights and interest from a Member who transfers a Membership Interest <br /> in violation of this Article VII is not unreasonable under the circumstances existing as of the date <br /> hereof. <br /> 7.8 Right of First Offer. <br /> A. If a Member ("Transferor") desires to sell, assign or otherwise convey <br /> (collectively, "Transfer") all or any portion of, or any interest or rights in the Transferor's <br /> Economic Interest ("Transferor Interest"), the Transferor shall notify Company of that desire <br /> ("Transfer Notice"). The Transfer Notice shall describe the purchase price and terms and <br /> conditions of the proposed Transfer. Company, or its nominee(s), shall have the option("Purchase <br /> Option") to purchase all of the Transferor Interest for the price set forth in the Transfer Notice <br /> ("Purchase Price") and upon such other terms and conditions set forth in the Transfer Notice. A <br /> Member who is an individual that dies or is adjudged by a court of competent jurisdiction to be <br /> incompetent to manage the Member's person or property shall also be considered a Transferor, <br /> and the legal representative of such Transferor shall be obligated to sell, assign, or convey such <br /> Transferor's Membership Interest in Company pursuant to the same terms and conditions as set <br /> forth in this Section 7.8. <br /> B. The Purchase Option shall be and remain irrevocable for a period("Transfer <br /> Period") ending at 11:59 P.M. local time at Company's principal office on the 30th day following <br /> the date of delivery of the Transfer Notice to Company. <br /> C. At any time during the Transfer Period, Company and/or its nominee (each <br /> a"Purchaser") may elect to exercise the Purchase Option by giving written notice of its election to <br /> the Transferor. The Transferor shall not be deemed a Member for the purpose of voting on whether <br /> Company shall elect to exercise the Purchase Option. <br /> D. The Purchaser's notice of its election to purchase the Transfer Interest shall <br /> fix a closing date("Transfer Closing Date")for the purchase,which shall not be earlier than 5 days <br /> after the date of the notice of election nor more than 30 days after the expiration of the Transfer <br /> Period. <br /> 1 <br /> E. The Purchase Price shall be paid in cash, check, or other form of payment <br /> as agreed to by the Purchaser and Transferor on the Transfer Closing Date. <br /> 17 <br />