EXECUTION COPY MEMBERSHIP INTEREST PURCHASE, OPTION AND INVESTOR RIGHTS AGREEMENT

Exhibit 10.1

EXECUTION COPY

MEMBERSHIP INTEREST PURCHASE, OPTION

AND

INVESTOR RIGHTS AGREEMENT

Among

OPTEUM INC.,

OPTEUM FINANCIAL SERVICES, LLC

and

CITIGROUP GLOBAL MARKETS REALTY CORP.

Dated as of December 21, 2006

1

MEMBERSHIP INTEREST PURCHASE, OPTION AND INVESTOR RIGHTS AGREEMENT

MEMBERSHIP INTEREST PURCHASE, OPTION AND INVESTOR RIGHTS AGREEMENT, dated as of December 21, 2006, by and between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (" Purchaser "), OPTEUM INC., a Maryland corporation (" Parent "), and OPTEUM FINANCIAL SERVICES, LLC, a Delaware limited liability company (the " Company ").

BACKGROUND

WHEREAS, Parent is the record and beneficial owner of all of the issued and outstanding limited liability company interests of the Company (the " Company Membership Interests ");

WHEREAS, the Company is engaged in the business of originating and securitizing mortgage loans in the U.S., and is currently treated (and shall remain treated) as a taxable REIT subsidiary of Parent within the meaning of Section 856(l) of the Internal Revenue Code of 1986, as amended (the " Code ")`;

WHEREAS, Parent wishes to sell and dispose of, and Purchaser wishes to purchase, an aggregate of 7.5% of all of the Company Membership Interests then outstanding (the " Purchased Membership Interests "), on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, at the Closing, Parent and Purchaser will enter into the Sixth Amended and Restated Limited Liability Company Agreement of the Company in the form attached as Exhibit A to this Agreement (the " Operating Agreement "), which Operating Agreement shall be effective from and after the Closing Date.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions .

(a) As used in this Agreement, the following terms shall have the following meanings:

" Affiliate " means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. The term "control" (including the terms "controlling," "controlled by" and "under common control with") means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

" Agreement " means this Membership Interest Purchase, Option and Investor Rights Agreement, together with the Exhibits and the Disclosure Schedule attached hereto.

" Business Day " means any day other than a Saturday, Sunday or any day on which banks located in New York City, New York are authorized or required to be closed for the conduct of regular banking business.

" Change of Control " means, the occurrence of any of the following:

(a) with respect to Parent:

• • • (i) any consolidation or merger of Parent where (A) the shareholders of Parent, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) and (B) the surviving entity is a bank, broker-dealer or an Affiliate thereof; or

      (ii) any consolidation or merger of Parent where (A) the shareholders of Parent, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) and (B) the surviving entity is not a bank, broker-dealer or an Affiliate thereof; or

      (iii) there shall occur (A) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of Parent, other than a sale or disposition by Parent of all or substantially all of Parent’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by "persons" (as defined below in Section (iv)) in substantially the same proportion as their ownership of the Parent immediately prior to such sale and other than sales of Parent’s investment portfolio (or any portion thereof) in the Ordinary Course of Business or (B) the approval by shareholders of Parent of any plan or proposal for the liquidation or dissolution of Parent; or

      (iv) any "person," (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, but excluding the Company, any entity controlling, controlled by or under common control with Parent, any employee benefit plan of Parent or any such entity), that is (A) a bank, broker-dealer or Affiliate thereof, or (B) other than a bank, broker-dealer or Affiliate thereof, in either case, is or becomes the "beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities of Parent representing 30% or more of either (x) the combined voting power of Parent’s then outstanding securities or (y) the then outstanding common stock of Parent (in either such case other than as a result of an acquisition of securities directly from Parent); provided , however , that, in no event shall a Change in Control be deemed to have occurred upon an initial public offering or a subsequent public offering of the common stock of Parent under the Securities Act of 1933, as amended; or

(b) with respect to the Company:

• • • (i) the sale of Company Membership Interests to a bank, broker-dealer or Affiliate thereof, in which Parent fails to beneficially own, immediately after the effective time of such transaction, (x) voting interests representing more than fifty percent (50%) of the voting power of the Company’s outstanding securities necessary to elect a majority of the Company’s board of managers or (y) equity interests representing more than 50% of the economic equity represented by the Company’s outstanding securities; or

      (ii) the sale of Company Membership Interests to other than a bank, broker-dealer or Affiliate thereof, in which Parent fails to beneficially own, immediately after the effective time of such transaction, (x) voting interests representing more than fifty percent (50%) of the voting power of the Company’s outstanding securities necessary to elect a majority of the members of the Company’s board of managers or (y) equity interests representing more than 50% of the economic equity represented by the Company’s outstanding securities; or

      (iii) a merger, reorganization or consolidation involving the Company, (A) in which Parent fails to beneficially own, immediately after the effective time of such transaction (x) voting interests representing more than fifty percent (50%) of the combined voting power of the surviving entity’s outstanding securities necessary to elect a majority of the members of such entity’s board of directors or board of managers or (y) equity interests representing more than 50% of the economic equity represented by the entity’s outstanding securities and (B) the surviving entity is a bank, broker-dealer or an Affiliate thereof; or

      (iv) a merger, reorganization or consolidation involving the Company, (A) in which Parent fails to beneficially own, immediately after the effective time of such transaction (x) voting interests representing more than fifty percent (50%) of the combined voting power of the surviving entity’s outstanding securities necessary to elect a majority of the members of such entity’s board of directors or board of managers or (y) equity interests representing more than 50% of the economic equity represented by the entity’s outstanding securities and (B) the surviving entity is not a bank, broker-dealer or an Affiliate thereof; or

(c) the sale of all or substantially all of the assets of the Company in a single transaction or a series of related transactions; or

(d) with respect to HS Special Purposes, LLC, if HS Special Purposes, LLC ceases to be 100% owned by the Company.

" Closing " means the closing of the sale and purchase of the Purchased Membership Interests as contemplated by this Agreement.

" Disclosure Schedules " means the disclosure schedule delivered by Parent and the Company prior to or concurrently with the execution and delivery of this Agreement.

" Encumbrances " means any and all liens, encumbrances, charges, security interests, mortgages, pledges, options, title defects, or other adverse claims or restrictions on title of any nature whatsoever and, when used with respect to any Company Membership Interest, including the Purchased Membership Interests and the Option Membership Interests, shall include without limitation, any rights of first refusal or first offer, proxies, voting trusts or agreements.

" Environmental Laws " means all federal, state, and local environmental laws and regulations applicable to the Company and its Subsidiaries, including, without limitation, those applicable to emissions to the environment, waste management and waste disposal.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

" Exchange Act " means the Securities Exchange Act of 1934, and any successor statute thereto, in each case as amended from time to time.

" GAAP " means United States generally accepted accounting principles as in effect on the date of this Agreement.

" Governmental Authority " means any international, supranational, national, provincial, regional, federal, state, municipal or local government, any instrumentality, subdivision, court, administrative or regulatory agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

" Liability " means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).

" Loan Documents " means the (i) Master Loan and Security Agreement (the " Master Loan and Security Agreement "), dated as of September 1, 2003, between HS Special Purpose, LLC and Purchaser together with all amendments thereto, (ii) Master Repurchase Agreement (the " Master Repurchase Agreement "), dated as of November 3, 2005, between HS Special Purpose, LLC and Purchaser together with all amendments thereto, (iii) Parent Guaranty, dated as of December 21, 2006, by and between Parent favor of Purchaser, party to the Master Repurchase Agreement, (iv) Parent Guaranty, dated as of December 21, 2006, by and between Parent in favor of Purchaser, party to the Master Loan and Security Agreement, (v) Amended and Restated Guaranty, dated as of December 21, 2006, by and between the Company in favor of Purchaser, party to the Master Repurchase Agreement, and (vi) Second Amended and Restated Guaranty, dated as of December 21, 2006 by and between the Company in favor of Purchaser, party to the Master Loan and Security Agreement.

" Losses " means any and all damages, fines, fees, penalties, deficiencies, liabilities, claims, losses (excluding loss of value), demands, judgments, settlements, actions, obligations and costs and expenses (including interest, court costs and the reasonable fees and costs of attorneys, accountants and other experts).

" Material Adverse Effect " or " Material Adverse Change " means any effect or change that would be materially adverse to the business of the Company, taken as a whole, or to the ability of any party to consummate timely the transactions contemplated hereby; provided that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect or Material Adverse Change: any adverse change, event, development, or effect arising from or relating to (1) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S., or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S., (2) changes in U.S. generally accepted accounting principles, (3) changes in laws, rules, regulations, orders, or other binding directives issued by any Governmental Authority, (4) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby, (5) the announcement or consummation of the transactions contemplated by this Agreement.

" Most Recent Balance Sheet " means the consolidated balance sheet of Parent and its Subsidiaries as of September 30, 2006.

" Option Closing " means the closing of the sale and purchase of the Option Membership Interests as contemplated by this Agreement.

" Ordinary Course of Business " means the ordinary course of business consistent with past practice (including with respect to quantity and frequency).

" Person " means any natural person, corporation, general partnership, limited partnership, limited or unlimited liability company, proprietorship, joint venture, other business organization, trust, business trust, union, association, Governmental Authority or other entity.

" Purchaser Membership Interests " means the Purchased Membership Interests and the Option Membership Interests.

" Securities Act " means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

" Subsidiary " means, with respect to any Person, any other Person (i) of which the first Person owns directly or indirectly 50% or more of the outstanding voting stock or other equity interest in the other Person; (ii) of which the first Person or any other Subsidiary of the first Person is a general partner or (iii) of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions with respect to the other Person are at the time owned by the first Person and/or one or more of the first Person’s Subsidiaries.

" Tax " or " Taxes " means (a) any and all U.S. federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar, including FICA), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind or any charge of any kind in the nature of (or similar to) taxes whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and (b) any liability for the payment of any amounts of the type described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another person’s taxes as a transferee or successor, by contract or otherwise.

Section 1.2. Other Defined Terms .

(a) Other terms defined are in the other parts of this Agreement indicated below:

(b) For the purposes of this Agreement, except to the extent that the context otherwise requires:

• • • (i) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

      (ii) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

      (iii) whenever the words "include," "includes" or "including" (or similar terms) are used in this Agreement, they are deemed to be followed by the words "without limitation";

      (iv) the words "hereof," "herein" and "hereunder" and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

      (v) all terms defined in this Agreement have their defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

      (vi) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

      (vii) if any action is to be taken by any party hereto pursuant to this Agreement on a day that is not a Business Day, such action shall be taken on the next Business Day following such day;

      (viii) references to a Person are also to its heirs, personal representatives, permitted successors and assigns;

      (ix) the use of "or" is not intended to be exclusive unless expressly indicated otherwise;

      (x) "contract" includes any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, franchise concession, contract, agreement, permit, license, lease, purchase order, sales order, arrangement or other commitment, obligation or understanding, whether written or oral;

      (xi) "assets" shall include "rights," including rights under contracts; and

      (xii) "reasonable efforts" or similar terms shall not require the waiver of any rights under this Agreement.

ARTICLE II

PURCHASE AND SALE OF MEMBERSHIP INTERESTS

Section 2.1. Purchase and Sale . At the Closing, upon the terms and subject to the conditions of this Agreement, Parent shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall purchase from Parent, the Purchased Membership Interests, free and clear of all Encumbrances (other than Encumbrances created by Purchaser or arising under this Agreement, the Securities Act or any applicable state law).

Section 2.2. Purchase Price . The purchase price (the " Purchase Price ") to be paid to Parent by Purchaser for the Purchased Membership Interests at the Closing shall be US $4,125,000 in cash.

Section 2.3. Closing . The Closing shall be held at the offices of Thacher Proffitt & Wood LLP, Two World Financial Center, New York, New York 10281 at 10:00 a.m. local time on the third (3rd) Business Day after the satisfaction or waiver of all of the conditions (other than those conditions that by their nature are to be satisfied by actions taken at Closing, but subject to the fulfillment or waiver of those conditions) set forth in ARTICLE VI (the " Closing Date ").

Section 2.4. Option to Purchase Additional Interests .

(a) Subject to the terms and conditions of this Agreement, Parent hereby grants to Purchaser, and Purchaser hereby accepts, the right to purchase (the " Option ") from Parent, and Parent hereby agrees to sell to Purchaser upon the exercise of the Option, additional Company Membership Interests constituting 7.49% of all of the Company Membership Interests then outstanding (the " Option Membership Interests ").

(b) Subject to the provisions of this Section 2.4, Purchaser will be entitled to exercise the Option at any time on or before the first anniversary of the date of this Agreement (the " Option Expiration Date "), by delivering a written notice (the " Option Exercise Notice ") to Parent of such exercise. Unless the provisions of Section 2.4(d) are applicable, following the Option Expiration Date the Option shall terminate without any further action of the parties hereto and shall be forfeited.

(c) If the Option is exercised, other than pursuant to a COC Option Exercise Notice (as hereinafter defined), the parties shall use their best efforts to effect the purchase of the Option Membership Interests as soon as practicable and in any event not later than ten (10) Business Days after the date on which Purchaser delivers the Option Exercise Notice (the " Option Closing Date "); provided , however , that if the Option is not then exercisable as set forth in Section 2.4(f), the Option Closing Date shall be as set forth in Section 2.4(f). Except as otherwise provided below in this Section 2.4 and, subject to the limitations set forth in Section 2.4(b), on the Option Closing Date, Purchaser shall transfer to Parent US $4,119,500 (the " Option Purchase Price ") in immediately available funds to the bank account designated by Parent, and Parent shall sell to Purchaser the Option Membership Interests, free and clear of all Encumbrances (other than Encumbrances created by Purchaser or those arising under this Agreement, the Securities Act or any applicable state securities laws).

(d) Notwithstanding anything in this Agreement to the contrary, if the Company executes a definitive agreement with respect to a Change of Control as provided for under any subclause of clause (b) or subclause (c) of the definition of Change of Control in Section 1(a) of this Agreement, then, in any such case, Parent shall provide written notice (the " Change of Control Notice ") to Purchaser and Purchaser shall have fifteen (15) Business Days from the date of receipt of the Change of Control Notice to deliver a written notice to Parent (the " COC Option Exercise Notice ") of its election to exercise the Option immediately prior to the occurrence of such Change of Control. If Purchaser fails to deliver the COC Option Exercise Notice within such fifteen (15) Business Day period, the Option shall terminate and be of no further force and effect; provided , however , that if the definitive agreement referred to above is terminated, the Option Expiration Date shall be extended without any further action by the parties here, to the later of (x) the Option Expiration Date or (y) the fifteenth (15 ^th ) Business Day following such termination.

(e) If Purchaser is entitled to, and does, deliver a timely COC Option Exercise Notice to Parent, the Company and Purchaser will work together to ensure that the exercise of the Option in connection with the Change of Control is on a cashless basis and that Purchaser receives the consideration to which it is entitled as a result of the applicable Change of Control with respect to its Option Membership Interests as determined pursuant to Section 2.7 of this Agreement, less the amount of the applicable Option Purchase Price.

(f) Notwithstanding anything in this Agreement to the contrary, Purchaser shall not be entitled to exercise the Option (unless a COC Option Exercise Notice is delivered in which case this Section 2.4(f) shall not apply) to the extent Parent has received a written opinion of legal counsel stating that such exercise will or is reasonably likely to adversely affect Parent’s ability to qualify as a real estate investment trust within the meaning of Code Section 856 (a " REIT ") for the year in which the Option is to be exercised. If Purchaser’s exercise of the Option is limited pursuant to this Section 2.4(f), Purchaser shall pay to the Company the Option Exercise Price (if applicable) for the portion of the Option that Purchaser was unable to exercise and the Company shall issue to Purchaser the Option Membership Interests (newly issued Class B Membership Interests) that would have, but for the application of this Section 2.4(f), purchased from Parent. If this Section 2.4(f) is applicable, the Option Closing Date shall occur within ten (10) Business Days of the delivery of the opinion of legal counsel referred to above.

Section 2.5. Reclassification of Company Membership Interests . Immediately prior to the Closing, pursuant to the terms of the Operating Agreement, the Company reclassified the Company Membership interests into two separate series: (a) a new class of Company Membership Interests that does not have voting rights (the " Class B Interests ") and (b) a new class of Company Membership Interests that has voting rights, into which all existing Company Membership Interests at that time, all of which are held by Parent, were initially converted (the " Class A Interests "). Immediately following such reclassification, Parent elected, pursuant to the terms of the Operating Agreement, to convert a portion of its Class A Interests equal to the Purchased Membership Interests into Class B Interests with the intention of selling such Class B Interests to Purchaser pursuant to the terms of this Agreement. Immediately prior to the Option Closing, Parent will, pursuant to the terms of the Operating Agreement, convert a portion of its remaining Class A Interests equal to the Purchased Membership Interests into Class B Interests with the intention of selling such Class B Interests to Purchaser pursuant to the terms of the Option.

Section 2.6. Anti-Dilution .

(a) If at any time the Company wishes to sell additional equity securities in any sale of Company Membership Interests or other equity securities which does not result in a Change of Control or the occurrence of a Redemption Event (whether or not of the same class as the Purchased Membership Interests), then the Company shall provide not less than thirty (30) days written notice to Purchaser (the " New Issue Notice ") of its intent to do so. The New Issue Notice shall set forth: (i) the number and type of securities proposed to be issued by the Company; (ii) the proposed amount and type of consideration payable therefore and the terms and conditions of payment; and (iii) that the new issue purchasers (the " NIPs ") have been informed of the rights provided for in this Section.

(b) For a period of fifteen (15) days following receipt of any New Issue Notice described in subsection (a) above, Purchaser shall have the right to purchase such portion of the securities subject to such New Issue Notice on the same terms and conditions as set forth therein, sufficient to maintain Purchaser’s ownership percentage at the same level as it was immediately prior to the proposed new issue. Purchaser’s purchase rights shall be exercised or declined by written notice delivered to the Company within such fifteen (15) day period specifying the number of securities to be acquired by Purchaser, if any.

(c) If Purchaser does not elect to purchase all of the securities available pursuant to its rights under subsection (b) above within the fifteen (15) day period set forth therein, the Company shall have the right, exercisable upon written notice to Purchaser within fifteen (15) days after the receipt of Purchaser’s notice under subsection (b) above to sell, in addition to the other securities being sold to the NIP, all of the securities that were not elected to be acquired by Purchaser on the same terms and conditions as set forth in the New Issue Notice.

(d) If Purchaser elects to purchase any of the securities subject to the New Issue Notice, the Company shall honor such election to purchase and consummate the sale or sales of such securities on terms set forth in the New Issue Notice not later than ninety (90) days after delivery of the New Issue Notice, and at such time the Company shall deliver to Purchaser the certificate(s) representing the securities to be purchased thereby, each certificate or instrument to be properly endorsed for transfer or shall update the schedules to the Operating Agreement to reflect such securities purchase.

(e) If Purchaser does not elect to purchase any securities subject to the New Issue Notice, subject to compliance with this Section, the Company may consummate the transfer of all of the securities specified in the New Issue Notice, including those securities that were not purchased by Purchaser, to the NIPs pursuant to the terms set forth in the New Issue Notice.

(f) If Purchaser has elected to purchase any of the securities subject of the New Issue Notice, but does not consummate such purchase at the closings scheduled therefore, the Company may consummate the transfer of such securities to the NIPS, pursuant to the terms set forth in the New Issue Notice.

(g) Any proposed transfer to a NIP that is not consummated within ninety (90) days after the expiration of the fifteen (15) day period specified in subsection (c) above or any proposed transfer on terms and conditions more favorable than those described in the New Issue Notice shall again be subject to the rights of Purchaser contained in this Section 2.6.

Section 2.7. Repurchase Rights; Sale of Assets .

(a) Upon any of the events specified below (the " Redemption Events ") either Parent shall repurchase or the Company shall redeem all of the Purchaser Membership Interests owned by Purchaser at such time at the price and in accordance with the terms of Section 2.7(b) of this Agreement (a " Repurchase "):

• • • (i) the sale of Company Membership Interests to a bank, broker-dealer or an Affiliate thereof, in which Parent continues to beneficially own, immediately after the effective time of such transaction (x) voting interests representing more than fifty percent (50%) of the voting power of the Company’s outstanding securities necessary to elect a majority of the Company’s board of managers or (y) equity interests representing more than fifty percent (50%) of the economic equity represented by the Company’s outstanding securities;

      (ii) the occurrence of any of the events specified in any subclause of clause (b) of the definition of Change of Control; or

      (iii) the occurrence of any of the events specified in any subclause of clause (a) of the definition of Change of Control.

(b) In the event of the occurrence of a Redemption Event, the purchase price and the procedure for such Repurchase shall be as follows:

• • • (i) If the event specified in Section 2.7(a)(i) gives rise to the Redemption Event, then the purchase price for the Purchaser Membership Interests to be paid by Parent or the Company shall be the greater of (x) the pro rata value of the Purchaser Membership Interests based upon the valuation placed upon 100% of the Company Membership Interests in the contemplated transaction and (y) the pro rata value of the Purchaser Membership Interests based upon a $55,000,000 valuation of 100% of the Company Membership Interests.

      (ii) If any event specified in Section 2.7(a)(ii) gives rise to the Redemption Event, then the purchase price for the Purchaser Membership Interests to be paid by Parent or the Company shall be the pro rata value of the Purchaser Membership Interests based upon the valuation placed upon 100% of the Company Membership Interests in the contemplated transaction.

      (iii) If any event specified in Section 2.7(a)(iii) gives rise to the Redemption Event, then the purchase price for the Purchaser Membership Interests to be paid by Parent or the Company shall be the pro rata value of the Purchaser Membership Interests based on the fair market value of the Company Membership Interests as determined by the appraisal process described in the next sentence. Upon the occurrence of an event specified in Section 2.7(a)(iii), the Company shall choose a third party appraiser to determine the value of the Company Membership Interests and the third party appraiser shall prepare a report setting forth its valuation. The valuation report shall be delivered by the Company to Purchaser and Purchaser shall have a period of ten (10) Business Days to review the valuation report and raise any objections to such valuation. If Purchaser raises any objections with respect to the valuation received from the Company’s appraiser during such ten (10) Business Day period, Purchaser shall retain its own third party appraiser to determine the value of the Company Membership Interests. Following receipt of Purchaser’s third party valuation report, Parent shall deliver a copy of such report to the Company and the fair market value of the Company Membership Interests shall be the average of the two appraisals. If the appraisal from either or both third party appraisers specifies a range of value for the Company Membership Interests rather than a single dollar value the midpoint of the range provided by such appraiser shall be used for all purposes of the foregoing calculation. The valuation delivered by the Company’s appraiser (if such valuation is not objected to or otherwise agreed to by Purchaser) or the average determined in accordance with the Section 2.7(b)(iii), as the case may be, shall be final, conclusive and binding on the parties to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, if, in connection with the consummation of any transaction resulting from the occurrence of any event specified in Section 2.7(a)(iii), Parent obtains a fairness opinion from an investment bank or other financial advisor, Parent shall also obtain a fairness opinion with respect to the valuation placed upon the Company Membership Interests in connection with such Change of Control (to the effect that the valuation is fair to Purchaser from a financial point of view) and deliver a copy of such opinion to Purchaser concurrently with the delivery of the valuation report referenced above.

(c) The Company shall provide at least fifteen (15) days prior written notice to Purchaser of any Redemption Event. Except in the case of the occurrence of the events in subclause (iv) of clause (a) of the definition of Change of Control, in which case the closing of the Repurchase shall occur within five (5) Business Days of (i) Parent’s waiver of the ownership requirements set forth in its Articles of Incorporation to permit such investment or (ii) the approval by Parent of any such person becoming a beneficial owner of Parent shares, Parent or the Company shall close the Repurchase and pay the applicable purchase price for the Purchaser Membership Interests simultaneously with the completion of the applicable Redemption Event. Purchaser shall execute such instruments of transfer relating to the Purchaser Membership Interests being transferred and an amendment to the Operating Agreement withdrawing as a Member, together with any other documents as may be reasonably required, upon payment of the purchase price set forth herein. Upon redemption or repurchase of the Purchaser Membership Interests, Purchaser shall no longer have any rights or interests as a Member of the Company.

(d) If the event specified in clause (c) of the definition of Change of Control occurs and the proceeds resulting from such sale are distributed to the holders of the Company Membership Interests in accordance with the provisions of the Operating Agreement, no Redemption Event shall be deemed to have occurred. If such an event occurs, Purchaser shall be entitled to participate ratably in the distribution of the assets of the Company pursuant to the liquidation provisions of the Operating Agreement.

Section 2.8. Drag-Along Rights .

(a) Unless a Redemption Event has occurred, if Parent enters into a definitive agreement for the sale of any of its Company Membership Interests to an unaffiliated third party and such third party is not a bank, broker-dealer or any Affiliate thereof, then Parent may deliver a written notice (a " Drag-Along Notice ") to Purchaser setting forth the proposed purchase price and terms of the sale (including a copy of the proposed purchase agreement, if any) and the identity of the transferee(s).

(b) Upon receipt of the Drag-Along Notice, Purchaser shall be required to sell and transfer all or that portion of its Purchaser Membership Interests as set forth in the Drag-Along Notice (which shall in no event be less than the percentage of Parent’s total Company Membership Interests proposed to be sold by Parent in such sale) at a purchase price which is the greater of (x) the pro rata value of the Purchaser Membership Interests based upon the valuation placed upon 100% of the Company Membership Interests in the contemplated transaction and (y) the pro rata value of the Purchaser Membership Interests based upon a $55,000,000 valuation of 100% of the Company Membership Interests.

(c) Purchaser shall cooperate in consummating the sale described in the Drag-Along Notice, including, without limitation, by becoming a party to the sale agreement and all other appropriate related agreements, delivering, at the consummation of such sale, an assignment of its Purchaser Membership Interests, free and clear of all liens and encumbrances, and taking any other necessary or appropriate action in furtherance thereof, including the execution and delivery of any other appropriate agreements, certificates, instruments and other documents.

(d) Notwithstanding any other provision contained in this Section 2.8, there shall be no liability on the part of the Company or Parent in the event that the sale pursuant to this Section 2.8 is not consummated for any reason whatsoever.

Section 2.9. Tag-Along Rights .

(a) Unless a Redemption Event shall have occurred or Parent shall have delivered a valid Drag-Along Notice to Purchaser, if at any time, Parent proposes to sell, in one or more related transactions, any portion of its Company Membership Interests, in an amount in the aggregate less than 50% of the then outstanding Company Membership Interests, to an unaffiliated third party, and such third party is not a bank, broker-dealer or any Affiliate thereof, such disposition shall not be permitted unless Parent shall offer (the " Minority Offer ") by written notice (the " Minority Sale Notice ") to Purchaser the right to elect to include, at the option of Purchaser, in the sale to the third party, that portion of Purchaser’s Membership Interest specified in this Section 2.9(a). The Minority Sale Notice shall specify that Purchaser shall have the right to sell, pursuant to the Minority Offer, up to the same percentage of Purchaser’s Membership Interests as the percentage of Company Membership Interests to be disposed of by Parent then bears to the total number of Company Membership