(e) Cooperating with any investigation conducted by WTA Management in evaluating the proposed Transfer; and 

(f) Providing a binding offer to sell the membership to the WTA for a purchase price equal to the amount to be paid by the proposed purchaser solely for the membership interest (without regard to any employment, consulting, or other arrangements and subject to the WTA’s right to pay the purchase price as and when it would have been due from the proposed purchaser) (the “Right of First Refusal Offer”). 

ii. Upon completion of all the steps required under sub-Section 2.a.i above, the CEO shall submit the proposed Transfer and the Right of First Refusal Offer to the Board of Directors for its approval, acceptance, or other action, except that if the proposed Transfer will not result in the transferee possessing, directly or indirectly, a membership interest of 25% or more, the CEO shall have the power to approve or disapprove the proposed Transfer or accept the Right of First Refusal Offer without submitting it to the Board of Directors for approval or acceptance. The Board of Directors or CEO, as the case may be, shall have the right to disapprove a Transfer in its or his/ her sole discretion; however, such approval or acceptance shall not be unreasonably withheld. 

iii. If the WTA elects to accept the Right of First Refusal Offer in sub- Section 2.a.i(f), the WTA shall notify the member in writing of its acceptance within thirty (30) days after the Board of Directors meeting at which the Transfer request is considered (the “Right of First Refusal Period”). If the WTA exercises its Right of First Refusal, the WTA and the member shall thereafter fix a mutually acceptable date for the consummation of the transaction. If the WTA does not notify the member of its intention to exercise the Right of First Refusal during the Right of First Refusal Period, during the sixty (60) days following the expiration of the Right of First Refusal Period, the member may sell its membership interest to the proposed purchaser upon the terms of the offer, but if the sale is not consummated with the proposed purchaser within that sixty- (60) day period, then the provisions of this sub-Section 2.a shall apply again. 

iv. Notwithstanding anything to the contrary in the preceding sub- Sections 2.a.i-iii, in the event a member wishes to transfer its membership interest, but has no satisfactory bona fide prospective purchaser, the member may at any time request that the WTA solicit prospective purchasers on its behalf. A request under this sub- Section 2.a.iv shall be made in writing to the CEO. 

