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purchase of the Ownership Interest offered for sale. If more than one remaining Member elects to purchase the Ownership Interest,each Member shall be entitled to purchase a portion of the interest in proportion to the Member's Ownership Interest in relation to the aggregate Ownership Interests held by the remaining Member or Members. If the remaining Members do not elect to purchase the Ownership Interest,then the Member may sell or transfer the interest to the third party or to any other persons for a period of ninety (90) days after the thirty (30) day option period ends or the offer of the selling Member is rejected, whichever occurs first; however, the selling Member shall not sell the Ownership Interest at a lesser price or on different terms or conditions than those offered to the remaining Members as provided above. 9.2 Transfer to Relatives or Revocable Trust Notwithstanding anything to the contrary in this Agreement, a.Member shall not be required to offer to sell the Member's Ownership Interest to the Company prior to transferring such Ownership Interest to the Member's spouse or any of the Member's lineal descendants, or to a revocable trust the sole beneficiaries of which are one or more of the Member's spouse and lineal descendants, provided that such transfer is by way of inter vivos gift or testamentary or intestate succession. Notwithstanding this exception to the general restrictions on transfers as set forth above, the transferred Ownership Interest shall continue to be subject to the terms of this Agreement in the hands of the transferee. Further, in the event of such a transfer, all references to death shall, with respect to an Ownership Interest so transferred, refer to the death of the individual who was the transferor of such Ownership Interest to the trust or other transferee, and the trust or other transferee, shall be obligated pursuant to the terms of this Agreement as if it were the Member. 9.3 Transfers from Custodianships Notwithstanding anything to the contrary in this Agreement, any Ownership Interest which is held by a custodian fora minor under the laws of the State of Oregon or any other state shall be fully transferable and assignable to the minor, without an offer being made to the Company, when the minor reaches the age of termination of such custodianship under the applicable statute. 9.4 Rights of an Assignee If an assignee of an Ownership Interest is not admitted as a Member,such assignee shall nevertheless be entitled to receive such distributions from the Company as the assigning Member would have been entitled to receive under this Agreement with respect to such Ownership Interest had the assigning Member retained such Ownership Interest. The assignment shall not divest the transferor of voting or other rights as a Member, other than the right to receive distributions. 10. Withdrawal,Expulsion,or Death of a Member 10.1 Withdrawal No Member shall have the right to withdraw from the Company. Any attempted voluntary withdrawal in violation of this provision shall be ineffective and constitute a breach of OPERATING AGREEMENT(36rn STREET PROPERTY,!LC) 9 41613-00001(WAKnmk/egu) ®2022 SGLaw.All Rights Reserved. 4891-6152-3465,v.2