rickcolosimo/LLC deadlock ALT version

## LLC deadlock ALT version
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 votes of the Board are divided with respect to a Major Decision and the Managers are unable to reach an agreement within a reasonable time period, then a legal or financial advisor of the Company, as agreed upon by Board, shall attempt 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 all of the Triggering Member’s Units (a “Deadlock Sale Notice”) or offering to buy all of the Option Member’s Units (a “Deadlock Purchase Notice”) (any such notice, a “Deadlock Notice”). The Triggering Member shall include in a Deadlock Notice the price per Unit, applicable to the proposed transaction (the “Deadlock Price”) and all of the terms and conditions of such sale or purchase, the terms of payment, and all representations, warranties, and covenants. If the Option Member does not (1) elect to accept the Triggering Member’s offer within 10 days of the Deadlock Notice or (2) deliver a counteroffer in the form of a Deadlock Purchase Notice or Deadlock Sale Notice, pursuant to which the Option Member then becomes the Triggering Member, 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 Deadlock Price reflected in the last-delivered Deadlock Notice per Unit multiplied by the appropriate number of Units.

(iv)  The Triggering Member and the Option Member shall use reasonable efforts to consummate the appropriate transaction within 30 days following the date of the last-delivered 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”).

(iv) The selling party shall, to the extent requested by the purchasing party, cooperate to effect a smooth and efficient continuation of the affairs of the Company. The purchasing party or its designee shall execute such other instruments as shall be reasonably requested by the selling party to confirm the assumption by the purchasing party of all of the Company obligations of the selling party with respect to the Company from and after the closing.

(v) If the provisions of this Section ___ are invoked and a Member’s Membership Interest is sold, all loans made to the selling party by the Company must be repaid no later than the closing, unless otherwise agreed by the Company.
	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 votes of the Board are divided with respect to a Major Decision and the Managers are unable to reach an agreement within a reasonable time period, then a legal or financial advisor of the Company, as agreed upon by Board, shall attempt 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 all of the Triggering Member’s Units (a “Deadlock Sale Notice”) or offering to buy all of the Option Member’s Units (a “Deadlock Purchase Notice”) (any such notice, a “Deadlock Notice”). The Triggering Member shall include in a Deadlock Notice the price per Unit, applicable to the proposed transaction (the “Deadlock Price”) and all of the terms and conditions of such sale or purchase, the terms of payment, and all representations, warranties, and covenants. If the Option Member does not (1) elect to accept the Triggering Member’s offer within 10 days of the Deadlock Notice or (2) deliver a counteroffer in the form of a Deadlock Purchase Notice or Deadlock Sale Notice, pursuant to which the Option Member then becomes the Triggering Member, 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 Deadlock Price reflected in the last-delivered Deadlock Notice per Unit multiplied by the appropriate number of Units.

	(iv) The Triggering Member and the Option Member shall use reasonable efforts to consummate the appropriate transaction within 30 days following the date of the last-delivered 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”).

	(iv) The selling party shall, to the extent requested by the purchasing party, cooperate to effect a smooth and efficient continuation of the affairs of the Company. The purchasing party or its designee shall execute such other instruments as shall be reasonably requested by the selling party to confirm the assumption by the purchasing party of all of the Company obligations of the selling party with respect to the Company from and after the closing.

	(v) If the provisions of this Section ___ are invoked and a Member’s Membership Interest is sold, all loans made to the selling party by the Company must be repaid no later than the closing, unless otherwise agreed by the Company.