rickcolosimo/LLC deadlock

## LLC deadlock

            (k)       Deadlock.

                                    (i)         “Major Decision” means any action (or election not to act) by or on behalf of the Company that, pursuant to the provisions of this Agreement, requires the approval of all or a majority of the Managers, and which, if not resolved or decided one way or the other, has, or may reasonably be expected to have, a material adverse effect on the business and operation of the Company.

(ii)       If the vote of the Board are divided with respect to a Major Decision and the Managers are unable to reach an agreement, then a legal or financial advisor of the Company, as agreed upon by Board, shall try to mediate the situation. If within 5 days after the divided vote on the Major Decision, the Board cannot agree upon a legal or financial advisor to mediate the situation or if no agreement is reached within 15 days after the commencement of mediation, then a deadlock (the “Deadlock”) will be deemed to exist.

(iii)  At any time after the occurrence of a Deadlock and before a resolution thereof among the Managers, any Manager (the “Triggering Member”) may give written notice to a Manager who is not voting in the same manner as the Triggering Member (the “Option Member”) of the Triggering Member’s decision to trigger the provisions of this Section by irrevocably offering to sell the Triggering Member’s Units (a “Deadlock Sale Notice”) or offering to buy the Option Member’s Units (a “Deadlock Purchase Notice”) (any such notice, a “Deadlock Notice”). The Triggering Member shall include in a Deadlock Notice, if current, the Stipulation of Value applicable to the proposed transaction (the “Deadlock Price”). If the Option Member does not elect to accept the Triggering Member’s offer within 10 days of the Deadlock Notice, then the Option Member shall, in the case of a Deadlock Sale Notice, sell the Option Member’s Units to the Triggering Member, and, in the case of a Deadlock Purchase Notice, purchase the Triggering Member’s Units from the Triggering Member. In any such case, the price for the Units to be transferred shall be equal to the Stipulation of Value per Unit multiplied by the appropriate number of Units. If neither Member becomes a Triggering Member within fifteen (15) days following the Deadlock Date, then the Company and the Members shall dissolve the Company not later than one hundred twenty (120) days following the Deadlock Date unless the Members unanimously agree otherwise.

(iv)  The Triggering Member and the Option Member shall use reasonable efforts to consummate the appropriate transaction within 30 days following the Deadlock Notice; provided, however, that if the Stipulation of Value is not current, as described in Section 7(d), then such Members shall use reasonable efforts to consummate the transaction within sixty (60) days following the Deadlock Notice. At the closing, the purchasing party shall pay at least fifty percent (50%) of the total purchase price for the Units in cash or immediately available funds. The balance of the purchase price may be paid pursuant to a promissory note providing for terms, unless otherwise agreed, as follows: equal quarterly payments of principal and interest, interest at the rate of six percent (6%) per annum, and a term of five (5) years (a “Promissory Note”).

	(k) Deadlock.

	(i) “Major Decision” means any action (or election not to act) by or on behalf of the Company that, pursuant to the provisions of this Agreement, requires the approval of all or a majority of the Managers, and which, if not resolved or decided one way or the other, has, or may reasonably be expected to have, a material adverse effect on the business and operation of the Company.

	(ii) If the vote of the Board are divided with respect to a Major Decision and the Managers are unable to reach an agreement, then a legal or financial advisor of the Company, as agreed upon by Board, shall try to mediate the situation. If within 5 days after the divided vote on the Major Decision, the Board cannot agree upon a legal or financial advisor to mediate the situation or if no agreement is reached within 15 days after the commencement of mediation, then a deadlock (the “Deadlock”) will be deemed to exist.

	(iii) At any time after the occurrence of a Deadlock and before a resolution thereof among the Managers, any Manager (the “Triggering Member”) may give written notice to a Manager who is not voting in the same manner as the Triggering Member (the “Option Member”) of the Triggering Member’s decision to trigger the provisions of this Section by irrevocably offering to sell the Triggering Member’s Units (a “Deadlock Sale Notice”) or offering to buy the Option Member’s Units (a “Deadlock Purchase Notice”) (any such notice, a “Deadlock Notice”). The Triggering Member shall include in a Deadlock Notice, if current, the Stipulation of Value applicable to the proposed transaction (the “Deadlock Price”). If the Option Member does not elect to accept the Triggering Member’s offer within 10 days of the Deadlock Notice, then the Option Member shall, in the case of a Deadlock Sale Notice, sell the Option Member’s Units to the Triggering Member, and, in the case of a Deadlock Purchase Notice, purchase the Triggering Member’s Units from the Triggering Member. In any such case, the price for the Units to be transferred shall be equal to the Stipulation of Value per Unit multiplied by the appropriate number of Units. If neither Member becomes a Triggering Member within fifteen (15) days following the Deadlock Date, then the Company and the Members shall dissolve the Company not later than one hundred twenty (120) days following the Deadlock Date unless the Members unanimously agree otherwise.

	(iv) The Triggering Member and the Option Member shall use reasonable efforts to consummate the appropriate transaction within 30 days following the Deadlock Notice; provided, however, that if the Stipulation of Value is not current, as described in Section 7(d), then such Members shall use reasonable efforts to consummate the transaction within sixty (60) days following the Deadlock Notice. At the closing, the purchasing party shall pay at least fifty percent (50%) of the total purchase price for the Units in cash or immediately available funds. The balance of the purchase price may be paid pursuant to a promissory note providing for terms, unless otherwise agreed, as follows: equal quarterly payments of principal and interest, interest at the rate of six percent (6%) per annum, and a term of five (5) years (a “Promissory Note”).