Page 50 - New Empire Affinitas Life Senior Housing Division

in the Company, as of any day, shall be the amount that would be distributed to such Member in
liquidation of the Company pursuant to Article XI hereof if, (a) all of the Company’s assets were
sold for the Stated Value, (b) the Company paid its accrued, but unpaid, liabilities, and (c) the
Company distributed the remaining proceeds to the Members in liquidation, all as of such day.

10.5. Determination of Net Equity.
The Stated Value Net Equity of a Membership Interests in the Company shall be the Fair Market
Value as determined from the books and records of the Company as of a date that is sixty (60)
days from the date in which a Buy/Sell notice is sent. The Stated Value Net Equity shall be
disclosed to the Company and each of the Members by written notice. The Stated Value Net Equity
determination shall be final and binding in the absence of a showing of gross negligence or willful
misconduct by the persons conducting the valuation of the Membership Interests.

ARTICLE XI

DISSOLUTION AND LIQUIDATION

11.1. Events of Dissolution.
a) The Company will be dissolved by any of the following events, whichever first occurs:

i. at the time specified in its Articles of Organization;

ii. upon the winding, up of the affairs of the Company following the sale, disposition or
liquidation of substantially all of the assets of the Company;

iii. upon the entry of a decree of final dissolution under the Laws of the State of Delaware; or

iv. upon the determination of a majority of Members that the Company should sell its assets and
take all required action dissolve.
11.2. Liquidation upon Dissolution.
Upon dissolution of the Company, the Manager shall appoint one person, on behalf of all Members,
as liquidating trustee, who will dissolve the Company, sell or distribute all Company assets within a
reasonable time, pay or arrange for the payment of all Company debts and expenses and distribute
the balance of the Company assets to the Members, in proportion to their respective positive Capital
Account balances, as determined following all Capital Account adjustments for the taxable year of
the liquidation. Any distributions of Company property in kind will be made in an equitable manner,
taking into account tax and related considerations. Dissolution of the Company will be effective on
the day on which the event occurs giving rise to the dissolution, but the Company will not terminate
until the Company’s Articles of Organization have been cancelled and the assets of the Company
have been distributed as provided herein. Notwithstanding the dissolution of the Company prior

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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