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Value and its Book Value at the time of distribution will be treated as Net Income or Net
Loss, as the case may be, recognized by the Company as if from a sale of such property; and

if Company assets are adjusted pursuant to clause (ii) of the definition of Book Value, the
difference between their Fair Market Value and their Book Value at the time will be treated as
Net Income or Net Loss, as the case may be, recognized by the Company as if from a sale of
such assets.

1.29. “Percentage Interest” is the amount of voting power held by a Member, as compared to all
Members.

1.30. “Person” means any individual, trust, corporation, limited liability company, partnership or
other entity recognized in the United States of America.

1.31. “Receiving Member” has the meaning set forth in Article 10 hereof.

1.32. “Resigning Member” has the meaning set forth in Article 9 hereof.

1.33. “Selling Member” has the meaning set forth in Article 9 hereof.

1.34. “Third Party Financing” has the meaning set forth in Article 6 hereof.

1.35. “Treasury Regulation(s)” means the rules and regulations of the United States Treasury
Department applicable to this Operating Agreement and/or the transactions contemplated herein.

1.36. “Withdrawal Event” an event in which a member shall seek to resign from their ownership of
a Membership Interest in the Company.

ARTICLE II

GENERAL PROVISIONS

2.1. Formation of the Company.
The parties to this Agreement have formed the Company pursuant to the General Business Laws of
the State of Delaware.

2.2. Name.
The name of the Company is New Empire Affinitas Life Development Group, LLC, or such other
name as the Members may from time to time unanimously determine. The Manager will cause to be

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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