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(d) The election of the Company to exercise or not exercise the Purchase Option described <br /> herein, shall be made by the affirmative vote of a Majority in Interest of the Continuing Members (which, <br /> for clarification purposes, excludes the Withdrawing Interest Owner). <br /> 10.3 Purchase Price. Unless otherwise agreed in writing by the Purchasing Members, as a <br /> group and the Withdrawing Interest Owner, the purchase price for the Withdrawing Interest Owner's <br /> Ownership Interest shall equal the fair market value of the Withdrawing Interest Owner's Ownership <br /> Interest as of the end of the month preceding the date on which the Buy-Sell Event occurred (herein the <br /> "Valuation Date")based on the amount the Withdrawing Interest Owner would receive on account of his <br /> Ownership Interest in a hypothetical liquidation of the Company assuming all of the assets and business <br /> of the Company were sold at a price equal to the Agreed Value or Appraised Value of the Company, as of <br /> the date of the Buy-Sell Event,as determined in accordance with this Section 10.3 below. <br /> (a) Agreed Value. The Members may at any time fix an agreed value (herein the "Agreed <br /> Value") for the Company by a Certificate of Agreed Value, in a form similar to that attached to this <br /> Agreement as Addendum D, signed by the Company and all Members. A Certificate of Agreed Value <br /> shall bear a date not more than thirteen(13)months prior to Valuation Date to be effective. In no event <br /> shall the value reflected in any endorsement on Addendum D be effective unless signed by the Company <br /> and all of the Members and dated. The Members and the Company may at any time execute a new <br /> Certificate of Agreed Value on Addendum D which shall automatically replace all prior Certificates of <br /> Agreed Value and in no event shall any but the last Agreed Value appearing on Addendum D be <br /> effective, if at all, for the purposes herein specified. If at any time when it becomes necessary to <br /> determine the value of the Members' respective Ownership Interests in the Company there is no <br /> Certificate of Agreed Value existing which has been agreed upon within thirteen (13) months of the <br /> Valuation Date, then, in that event, the value of the Company shall be determined as provided in <br /> subsection(b)below. <br /> (b) Appraised Value. Unless the value of the Company shall be determined in accordance <br /> with the provisions of subsection(a)above,the value of the Company shall be its Appraised Value. <br /> The purchase price to be paid for the Withdrawing Interest Owner's Ownership Interest, as so determined, <br /> will be (i)reduced by the amount of any distributions made by the Company to the Withdrawing Interest <br /> Owner from the Valuation Date to the Closing and (ii) offset by the amount of any sums due by the <br /> Withdrawing Interest Owner to the Company. <br /> 10.4 Closing;Payment Terms. <br /> (a) The closing (the "Closing") of the purchase of any Interest Owner's Ownership Interest <br /> pursuant to this Article X shall take place on the date agreed upon by the Purchasing Member(s) and <br /> Withdrawing Interest Owner, but not later than ninety (90) days after the determination of the purchase <br /> price under Section 10.3 above. <br /> (b) The purchase price for the Ownership Interest, or portion thereof, being purchased <br /> pursuant to this Article X will be payable over a period of up to five (5) years, at the discretion of the <br /> Company, in consecutive equal annual installments, together with interest thereon of at an annual rate <br /> equal to the Applicable Federal Rate under §1274(d) of the Code in effect on the date of Closing for <br /> obligations of such length. Upon payment of the purchase price, the Withdrawing Interest Owner shall <br /> execute and deliver such assignments and other instruments as may be reasonably necessary to evidence <br /> and carry out the transfer of such Interest Owner's Ownership Interest, or portion thereof, to the <br /> Purchasing Member(s). In connection with the sale of any Interest Owner's Ownership Interest under this <br /> Article X, unless otherwise agreed by the Purchasing Member(s) and Withdrawing Interest Owner, the <br /> Purchasing Member(s) will assume the Withdrawing Interest Owner's allocable portion of Company <br /> 12 <br />