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(ii) in the event the proposed transfer to the transferee is not completed within sixty <br /> (60) days following the expiration of the option period described in (a) above, prior to making any <br /> transfer of its Ownership Interest, the Transferring Interest Owner shall again offer it to the other <br /> Members in accordance with this Section 9.3. <br /> (c) The right of first refusal described in this Section 9.3 shall not apply to an Exit Sale <br /> transaction described in Section 9.4 below. <br /> 9.4 Co-Sale Provision. Subject to the limitation herein, if the Interest Owners holding at <br /> least a 50% Percentage Interest (collectively, for purposes of this Section 9.4, the "Selling Interest <br /> Owners")propose to sell to any Person(s) (a"Purchaser"), in a single transaction or series of transactions, <br /> including by way of a purchase agreement, merger or other business combination transaction or <br /> otherwise, a 50%Percentage Interest(any such transaction, an"Exit Sale"), each non-transferring Interest <br /> Owner may elect to participate(a"Participating Interest Owner") in the Exit Sale and shall have the right <br /> to sell a portion of the Ownership Interest owned by such Participating Interest Owner in accordance with <br /> the terms of the Exit Sale, equal to the product obtained by multiplying (A) the aggregate Percentage <br /> Interest proposed to be sold by the Selling Interest Owner(s) in the Exit Sale (herein the "Offered <br /> Interest") by(B) a fraction,the numerator of which is the Percentage Interest owned by the Participating <br /> Interest Owner immediately prior to the time of the transfer and the denominator of which is the sum of <br /> (x) the Percentage Interest at the time owned by all Participating Interest Owners and (y) the aggregate <br /> Percentage Interest owned by the Selling Interest Owner(s), and the Offered Interest to be transferred by <br /> the Selling Interest Owner(s) shall be correspondingly reduced by the aggregate sum of each such product <br /> for each Participating Interest Owner. <br /> 9.5 Permitted Transfers. The following transfers (herein "Permitted Transfers") shall be <br /> permitted without compliance with Sections 9.2 or 9.3, but shall be subject to all other provisions of this <br /> Article IX, including,without limitation,the requirements of Subsections 9.7(b)-(d): <br /> (a) An Interest Owner's Ownership Interest or any portion thereof may be transferred <br /> (directly or indirectly) with the prior written approval of all other Members (which approval may be <br /> granted or denied in the sole discretion of such other Members). <br /> (b) All or any portion of an Interest Owner's Ownership Interest may be transferred from <br /> time to time to another Member. <br /> (c) All or any portion of an Interest Owner's Ownership Interest may be transferred in <br /> connection with an Exit Sale transaction in accordance with the provisions of Section 9.4 above. <br /> 9.6 Rights of Transferee. Unless and until admitted as a Member of the Company in <br /> accordance with Section 9.7, the transferee of an Ownership Interest shall not be entitled to any of the <br /> rights, powers, or privileges of a Member, except that the transferee shall be deemed an Economic <br /> Interest Owner and entitled to receive the distributions and allocations to which the transferor Interest <br /> Owner would be entitled but for the transfer of his Ownership Interest. <br /> 9.7 Admission of Transferees as Members. A transferee of an Ownership Interest may be <br /> admitted as a Substitute Member of the Company upon furnishing to the Company all of the following: <br /> (a) the written consent of a Majority in Interest of the remaining Members; <br /> (b) the acceptance, in a form reasonably satisfactory to the Managers, of all the terms and <br /> conditions of this Agreement; <br /> 10 <br />