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acknowledge and agree that one of the Parties may bring all or a larger portion of the sums required for the
equity portion of the capital raise for a project undertaking. Therefore, the respective ownership interests of
the Parties in each PROPCO are subject to change and will be determined after the property is sourced and
prior to the finalization of all contractual arrangements. The Parties acknowledge and agree that they shall
fairly and equitably balance the respective interests of the Parties in making a determination as to PROPCO
equity interest allocations. In making a determination as to percentage interest allocation, there are a number
of variables that are to be considered, including but not limited to: the effort made to source capital to finance
the deal; whether a Party’s balance sheet is required as collateral for a loan; and/or whether a Party has made
a direct capital contribution to the capital stack. The chart attached hereto as Exhibit A sets forth the manner
in which the Parties shall equitably allocate ownership interests for PROPCO undertakings and establishes a
baseline for percentage interest calculation.

8. Decision-Making.

a) The Parties acknowledge and agree that the following persons shall be Co-Managing Members of
NEALDG and each of the PROPCO’s established by the Parties during the Term hereof:

Bentley Zhao, representing New Empire Development Group, LLC
F. Anthony Santiago, representing Affinitas Life Corp.

b) The duties and responsibilities of the Managing Members will be more fully set forth in the Operating
Agreement of NEALDG and related PROPCO Operating Agreements. Notwithstanding the foregoing, they
Parties acknowledge and agree that all decisions affecting the interests of the Joint Venture, which are not
Major Decisions, may be made by the Parties in such manner as they shall determine. Major Decisions
require the collaborative agreement of the Parties and include the following:

i. the terms and conditions of any and all agreements for loans, equity participation and debt
encumbering PROPCO property;

ii. the terms and conditions of any repayment obligations to equity participants and lenders who
have liens or encumbrances or financial interests in the property owned by a PROPCO entity;

iii. the adoption of PROPCO budgets;

iv. the sale, exchange, lease, mortgage, pledge, or transfer of all or a portion of a PROPCO’s assets;

v. the distribution of cash flow and net profits to the Parties and/or to PROPCO Members;

vi. the initiation of any Bankruptcy, receivership, or similar proceeding on behalf of a PROPCO
entity;

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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