Page 49 - New Empire Affinitas Life Senior Housing Division

i. to sell the Receiving Member’s Membership Interest to the Electing
Member for the Stated Value Net Equity of such Receiving Member’s Membership Interest; or

ii. to purchase the Electing Member’s Membership Interest for the Stated
Value Net Equity of such Electing Member’s Membership Interest. If the Receiving Member fails to
timely deliver either notice, it shall be deemed to have elected to sell its Membership Interest to the
Electing Member for the Stated Value Net Equity of the Receiving Member’s Membership Interest.

10.2. Response to Buy/Sell Notice.
a) If after receiving a Buy/Sell Notice:
i. the Receiving Member elects or is deemed to have elected to sell its Membership Interest
to the Electing Member, then, at the Buy/Sell Closing, the Receiving Member shall sell, and the
Electing Member shall purchase, the Receiving Member’s Membership Interest for the Stated Value
Net Equity of the Receiving Member’s Membership Interest; or

ii. the Receiving Member elects to purchase the Electing Member’s Membership Interest, then,
at the Buy/Sell Closing, the Electing Member shall sell, and the Receiving Member shall purchase,
the Electing Member’s Membership Interest for the Stated Value Net Equity of the Electing
Member’s Membership Interest.

10.3. Buy/Sell Closing.
The closing of any transaction contemplated by this Section 10.04 (the “Buy/Sell Closing”) shall
take place within sixty (60) days after the determination of the Stated Value Net Equity of the
Membership Interest to be purchased (provided that if such day is not a Business Day, then on the
next ensuing Business Day) at the location within the State of New York specified by the purchasing
member. From and after the delivery of the Buy/Sell Notice and until the Buy/Sell Closing, the
Company shall not incur any capital or extraordinary expenses or take any other action outside
the ordinary course of the Company’s business, except to the extent that such expenses or actions
were set forth or contemplated in any budget approved by all Members. In addition, the Stated
Value Net Equity shall be adjusted by the amount of any distributions made by the Company to the
selling Member after the date of the Buy/Sell Notice. Any loan extended by the selling Member to
the Company must be repaid by the purchasing Member. Any guaranties extended by the selling
Member on behalf of the Company or any other loans by the selling Member to the Company shall
be replaced or released at the Buy/Sell Closing. At such Buy/Sell Closing: (a) the selling Member
shall assign to the purchasing Member the selling Member’s Membership Interest free and clear of
all liens, claims, security interests or other encumbrances; and (b) the purchasing Member shall pay
cash for the selling Member’s Membership Interest.

10.4. Stated Value Net Equity.
For purposes of this Article 10, the “Stated Value Net Equity” of a Member’s Membership Interest

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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