If neither the Company nor the Members exercise this right within [30] days, the Member may sell to the third party at the specified price. [X].4 Mandatory Buyout (Death or Disability)

ARTICLE [X]: TRANSFER OF MEMBERSHIP INTERESTS & BUY-SELL PROVISIONS [X].1 General Restriction

The "Buy-Sell" provisions of this Agreement shall be triggered by any of the following events (each a "Triggering Event"): of a Member.

Unless otherwise agreed, the purchase price shall be paid as follows: A down payment of [20]% at closing.

If the parties cannot agree on a value at the time of the Triggering Event, the price shall be determined by:

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