Limited Liability Company Agreement

　　(3) is an entity in which not less than 80% of the voting interests are directly or indirectly held by an entity which directly or indirectly owns not less than 80% of the selling equity owner,and such sale shall not be subject to the restrictions on sale contained in section 10.1, section 10.2, section 10.3, or section 10.5, provided, however, that the transferee shall be subject to all of the restrictions on sale contained in this article 10 to the same extent as was the selling equity owner prior to such sale. a transferee pursuant to this section 10.6 shall automatically be admitted as a member upon compliance with section 10.4.

　　10.7 right of first offer.

　　(a) upon approval by the manager to offer to issue additional ownership interests in the company, the manager shall provide the holders of the preferred units with notice of the proposed offer and issuance which notice shall state:

　　(1) the aggregate number of ownership interests to be offered and the designation of such interests (the 'offered interests'), and the purchase price for the offered interests;

　　(2) the other terms and conditions upon which the company is offering the offered interests;

　　(3) the holders of the preferred units shall have the right to purchase any or all of the offered interests; and

　　(4) the date the purchase price for the offered interests is due and the date the offered interests will be issued, which date shall not be less than 30 days after this notice is delivered to the holders of the preferred units.

　　(b) no later than 10 business days after the notices have been given by the manager pursuant to section 10.7(a), each of the holders of the preferred units shall notify the manager whether it elects to acquire any or all of the offered interests. the manager shall promptly notify all holders of preferred units that have elected to purchase offered interests (the 'participating members') of the total amount of offered interests that the holders of preferred units have elected to purchase and the number of offered interests that the holders of the preferred units have not elected to purchase. within five business days after that notice is given, each of the participating members shall notify the manager whether it elects to purchase all or any portion of the remaining offered interests. if more than one participating member elects to purchase the remainder of such offered interests, the remainder of the offered interests shall be allocated among such participating members upon such basis as they may agree or, in the absence of an agreement, in proportion to the number of units owned by such participating member relative to such other participating members.