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fiscal year of the Company ended immediately preceding the delivery of notice by a Member of intent to withdraw pursuant to Section 10.1, above (the "Purchase Price"). If the Members or the Members and the representative of the deceased Member cannot agree as to the fair market value of all Company assets within fifteen(15)days following an election to purchase the Ownership Interest of a Member, or the date on which notice of a Member's intent to withdraw is received by the Company, such value shall be determined by independent appraisal from an accredited senior appraiser (ASA, real property and business valuation). The value of any cash and all accrued rents owed to the Company, if any, shall be included in the fair market value of assets valued for this purpose. Further, in any event of purchase requiring valuation hereunder, the fair market value of the Ownership Interests of the Members shall be determined after full consideration of discounts for minority ownership interests (i.e., lack of control) and lack of marketability. Any unpaid capital contributions or the amount of any negative balance in a Member's capital account shall further reduce the net amount due to a Member for his or her Ownership Interest in the Company. If the parties cannot mutually agree on the identity of an appraiser for purposes of valuation under this Section within thirty (30) days, then any party may submit a list of three senior appraisers (ASA, real property and business valuation) to the other party, and the other party shall select the appraiser who shall establish the value of the Ownership Interest to be acquired hereunder. The cost of the appraisal shall be shared equally by the Company and the selling Member. 10.5 Payment of Purchase Price • The Purchase Price shall be paid in one hundred twenty (120) substantially equal, • consecutive monthly payments, including principal and interest. Interest shall accrue from the date of election to purchase at the long-term applicable federal rate in effect on the date of the event giving rise to the election to purchase. The first payment shall be made not later than thirty (30) days following the date on which the fair market value for the Member's Ownership Interest which is to be acquired has been established. The unpaid balance of the Purchase Price may be prepaid without penalty at any time. 10.6 Effect of Purchase of Member's interest A Member shall cease to be a Member upon the remaining Members' election to purchase the Ownership Interest of the affected Member(or the successor). During the period in which the remaining Members are making payments to the former Member or his or her representative or successor,such person shall have no rights as a Member in the Company. 11. Dissolution 11.1 Events of Dissolution The Company shall dissolve upon the earlier of: (i) approval of dissolution by a majority of the Members; or (ii) the sale, transfer, or other irrevocable disposition of all or substantially all of the Company's property. OPERATING AGREEMENT(36n1 STREET PROPERTY,LLC) 11 41613-00001)WAX:smk/agu) ©2022 SGLaw.All Rights Reserved. 4891-6152-3465,v.2