Page 35 - New Empire Affinitas Life Senior Housing Division

ARTICLE IV

CAPITAL CONTRIBUTIONS; PERCENTAGE AND ECONOMIC INTERESTS
4.1. Initial Capital Contributions.
Simultaneously with the execution of this Agreement, the Members shall confirm Capital and/or
value-added contributions set forth opposite such party’s name on Exhibit A. The Members have
agreed on the Fair Market Value the amount of the Capital Contributions made by them, as reflected
on Exhibit A.
4.2. Additional Capital Contributions.
Unless otherwise agreed by the Members, no Member shall be required to make any additional
Capital Contributions. The Members shall be allowed to make additional Capital Contributions with
the prior consent of the Manager.

4.3. Return of Capital Contributions.
No Member will have the right to return of its Capital Contribution except in accordance with Article
5 or Article 11 hereof. No Member will have the right to receive interest on its Capital Contribution.

4.4. Percentage Interests.
Upon execution of this Agreement, the Persons identified as Members on Exhibit A shall have the
Percentage Interest in the Company, as further set forth therein.

4.5. No Third-Party Rights.
Nothing contained in this Article or any other provision of this Agreement will be construed to
create any rights or benefits in any person or entity, other than the Members, and their respective
legal representatives and permitted transferees, successors and assigns, subject to the limitations on
transfer contained herein.

ARTICLE V

CAPITAL ACCOUNTS; ALLOCATIONS AND DISTRIBUTIONS

5.1. Capital Accounts.
a) The Company will maintain a separate Capital Account for each Member in accordance with
federal income tax accounting principles and Treasury Regulations, which Capital Account will, as
of any given date, reflect such Member’s Capital Contributions, (i) increased to reflect its distributive
share of Company Net Income and gain (or item thereof) and (ii) decreased to reflect its distributive
share of Company Net Loss and deduction (or item thereof), for each fiscal year or fraction thereof,
and the amount of cash or the Book Value of property distributed by the Company to such Member.

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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