Page 48 - New Empire Affinitas Life Senior Housing Division

or take any other voluntary action, which directly causes a Withdrawal Event. Unless otherwise
approved by all of the Members, a Member who resigns (a “Resigning Member”) or whose
Membership Interest is otherwise terminated by virtue of death, retirement, resignation, bankruptcy
or dissolution (a “Withdrawal Event”), regardless of whether such Withdrawal Event was the result
of a voluntary act by such Resigning Member, shall be entitled to receive only those distributions
to which such Resigning Member would have been entitled had such Resigning Member remained
a Member (and only at such times as such distribution would have been made had such Resigning
Member remained a Member). Except as otherwise expressly provided herein, a Resigning Member
or successor to a Resigning Member shall become an Economic Interest Owner. Damages for
breach of this Section shall be monetary damages only (and not specific performance), and such
damages may be offset against distributions by the Company to which the Resigning Member would
otherwise be entitled.

9.4. Approved Additional Members.
Any Person acceptable to all Members may become a Member in this Company either by the
issuance by the Company of Membership Interests for such consideration as the Members shall
determine, or as a transferee of a Member’s Membership Interest or any portion thereof, subject
to the terms and conditions of this Operating Agreement. No new Members shall be entitled to
any retroactive allocation of losses, income or expense deductions incurred by the Company.
The Members may, at the time a Member is admitted, close the Company books (as though the
Company’s tax year had ended) or make pro rata allocations of loss, income and expense deductions
to a new Member for that portion of the Company’s tax year in which a Member was admitted
in accordance with the provisions of Section 706(d) of the Code and the Treasury Regulations
promulgated thereunder.

ARTICLE X

IMPASSE BUY/SELL

10.1. Impasse/Delivery of Buy/Sell Notice; Buy/Sell Price.
a) In the event of an Impasse, for a period commencing thirty (30) days following commencement
of the Impasse and continuing for so long as the Impasse is continuing, any Member (the “Electing
Member”) may deliver written notice (a “Buy/Sell Notice”) to any other Member (the “Receiving
Member”) setting forth a proposed value (the “Stated Value”) of all of the assets of the Company to
be used in computing the Stated Value Net Equity (as defined below) of the Members’ Membership
Interests.

b) Within 30 days after the Receiving Member’s receipt of a Buy/Sell Notice, the Receiving Member
shall deliver to the Electing Member a written electing either:

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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