THE
SECURITIES TO BE TRANSFERRED, THE INVESTORS MAY ELECT TO PURCHASE ALL (BUT NOT
LESS THAN ALL) OF THE SECURITIES TO BE TRANSFERRED UPON THE SAME TERMS AND
CONDITIONS AS THOSE SET FORTH IN THE SALE NOTICE BY GIVING WRITTEN NOTICE OF
SUCH ELECTION TO SUCH TRANSFERRING SECURITYHOLDER AND THE SALE NOTICE RECIPIENTS
(OTHER THAN THE COMPANY) WITHIN 25 DAYS AFTER THE SALE NOTICE HAS BEEN GIVEN TO
THE INVESTORS. IF MORE THAN ONE INVESTOR ELECTS TO PURCHASE THE SECURITIES TO BE
TRANSFERRED, THE UNITS OF SECURITIES TO BE SOLD SHALL BE ALLOCATED AMONG SUCH
INVESTORS PRO RATA IN ACCORDANCE WITH THEIR RELATIVE HOLDINGS OF CLASS A COMMON
UNITS. IF NEITHER THE COMPANY NOR THE INVESTORS ELECT TO PURCHASE ALL OF THE
SECURITIES SPECIFIED IN THE SALE NOTICE, THE TRANSFERRING SECURITYHOLDER MAY
TRANSFER THE SECURITIES SPECIFIED IN THE SALE NOTICE AT A PRICE AND ON TERMS NO
MORE FAVORABLE TO THE TRANSFEREE(S) THEREOF THAN SPECIFIED IN THE SALE NOTICE
DURING THE 60-DAY PERIOD IMMEDIATELY FOLLOWING THE AUTHORIZATION DATE. ANY
SECURITIES NOT TRANSFERRED WITHIN SUCH 60-DAY PERIOD WILL BE SUBJECT TO THE
PROVISIONS OF THIS SECTION 3 UPON SUBSEQUENT TRANSFER. THE COMPANY MAY PAY THE
PURCHASE PRICE FOR SUCH UNITS BY OFFSETTING AMOUNTS OUTSTANDING UNDER ANY BONA
FIDE DEBTS OWED BY THE TRANSFERRING SECURITYHOLDER TO THE COMPANY.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCEPT PURSUANT TO SECTION
3(D), IN NO EVENT SHALL ANY TRANSFER OF SECURITIES PURSUANT TO THIS SECTION 3 BE
MADE FOR ANY CONSIDERATION OTHER THAN CASH PAYABLE UPON CONSUMMATION OF SUCH
TRANSFER.
(C)
UNLESS OTHERWISE DETERMINED BY THE HOLDERS
OF A MAJORITY OF THE INVESTOR SECURITIES, THE PROVISIONS OF THIS AGREEMENT AND
THE LLC AGREEMENT WILL CONTINUE TO BE APPLICABLE TO THE SECURITIES AFTER ANY
TRANSFER PURSUANT TO THIS SECTION 3 AND THE TRANSFEREE OF SUCH SECURITIES SHALL
AGREE IN WRITING TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT AND THE LLC
AGREEMENT AS A CONDITION TO SUCH TRANSFER.
(D)
THE RESTRICTIONS OF THIS SECTION 3 WILL NOT
APPLY WITH RESPECT TO TRANSFERS (I) TO PERMITTED TRANSFEREES IN ACCORDANCE WITH
SECTION 1(B), (II) AS A TAG-ALONG SECURITYHOLDER PURSUANT TO SECTION 2 HEREOF,
(III) IN AN APPROVED SALE PURSUANT TO SECTION 5 HEREOF, AND (IV) THAT ARE PUBLIC
SALES MADE IN ACCORDANCE WITH THIS AGREEMENT.
(E)
THE RESTRICTIONS SET FORTH IN THIS SECTION
3 SHALL CONTINUE WITH RESPECT TO EACH UNIT OF SECURITIES UNTIL THE EARLIER OF
(I) THE DATE ON WHICH SUCH UNIT OF SECURITIES HAS BEEN TRANSFERRED IN A PUBLIC
SALE IN ACCORDANCE WITH THIS AGREEMENT AND (II) THE CONSUMMATION OF A SALE OF
THE COMPANY.
5
4.
PREEMPTIVE RIGHTS.
(A)
IF THE COMPANY AUTHORIZES, AFTER THE DATE
HEREOF, THE ISSUANCE OR SALE OF ANY EQUITY SECURITIES OF THE COMPANY OR ANY
SECURITIES CONTAINING OPTIONS OR RIGHTS TO ACQUIRE EQUITY SECURITIES OF THE
COMPANY, IN EACH CASE, OTHER THAN EXEMPT EQUITY ISSUANCES, TO ANY PERSON (ANY
SUCH PERSON, THE "ACQUIRING SECURITYHOLDER"), THE COMPANY WILL, AT LEAST 15 DAYS
PRIOR TO THE ISSUANCE OR SALE, NOTIFY