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this Agreement for which the Company and the other Members shall have the remedies provided under applicable law. In the event of any attempt (whether or not successful) to voluntarily withdraw, the remaining Members shall have one hundred twenty (120) days to elect to purchase the Ownership Interest of the Member who has wrongfully attempted to withdraw, at the price and on the terms described in Sections 10.4 and 10.5, below. The Member who has attempted to voluntarily withdraw in violation of the terms of this Agreement, and any Member who has withdrawn and whose Ownership Interest is not purchased by the remaining Members as provided above, shall be deemed an assignee of distribution rights only from and after the date of the attempted voluntary withdrawal with no voting or other rights as a Member. 10.2 Expulsion A Member may be expelled from the Company upon a determination by a Majority of the Members that the person to be expelled has been guilty of wrongful conduct that adversely and materially affects the business or affairs of the Company, or has willfully and persistently committed a material breach of the Articles or this Agreement, or otherwise breached the duty owed to the Company or the other Members, or to the extent that it is not reasonably practicable in the discretion of a Majority of the Members to carry on the Business or affairs of the Company with the Member. An expelled Member shall be treated as having attempted voluntary withdrawal in breach of this Agreement as provided in Section 10.1 above on the date that a decision has been made by the Members to expel the person in question. 10.3 Effect of Death of a Member In the event of death of a Member, the remaining Member(s) may within one hundred twenty(120) days elect to either: 10.3.1 Continue the Company and admit the deceased Member's successor or other beneficiary as a Member in place of the deceased Member; or of the deceased Member at the price 10.3.2 Elect to purchase the Ownership Interest and on the terms described in Sections 10.4,and 10.5,below. The election provided by terms of this Section shall be in the sole discretion of the surviving Member(s) and shall require the unanimous consent of the surviving Member(s). If the surviving Member(s)do not elect either of the options provided by the terms of this Section, then the Company shall be dissolved immediately and wound up as provided in Section 11, below. 10.4 Purchase Price of Membership Interests The purchase price of an Ownership Interest purchased pursuant to this Agreement shall reflect the fair market value of all Company assets, as determined by the Members, less all liabilities, and less all discounts as discussed below, multiplied by the selling Member's Ownership Interest listed on Schedule A of this Agreement, as of the last day of the calendar month preceding the date on which an election to purchase the Ownership Interest of a Member is made by the remaining Members or, in the event of purchase of a withdrawing Member's Ownership Interest, at the election of the remaining Members, as of the end of the OPERATING AGREEMENT(36TH STREET PROPERTY,LLC) 10 41613-00001(WAKsmk/agu) 2022 SGLaw.AR Rights Reserved. ( 4891-6152-3465,v.2