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vii. the initiation of dissolution proceedings and/or the taking of any action to wind up the affairs of a
joint venture business; and

viii. any other act or decision which the Parties may, by written agreement, unanimously designate as
a Major Decision.

9. Certain Expenses of Venture. As a gesture of goodwill and good faith, NEW EMPIRE has agreed to front
certain administrative and legal costs associated with the Joint Venture. NEW EMPIRE shall maintain records
of these expenses and account to AFFINITAS for these expenditures on a monthly basis. NEW EMPIRE has
also agreed to incur the cost for the rental, equipping and maintaining of the Joint Venture corporate office.

10. Brand Name and Co-Branding.

a) The Parties agree that the brand name under which the Joint Venture shall conduct its business shall
be “NEW LIFE Senior Living, a division of New Empire and Affinitas life Development Group”. Vertical
divisions of the Joint Venture (PROPCO’s) will be separately branded, to the extent applicable or appropriate,
where unique or specialized products are being offered. The Parties agree that they are licensing their name
and variations thereof to the Joint Venture for the benefit of and the success of the business enterprise
contemplated by the Joint Venture. In the event that the Parties should seek to terminate this Agreement
prior to October 31, 2023, each of the Parties reserves the right to seek to be compensated for the continuing
and further licensing of its name, goodwill, Intellectual Property Rights, Derivative Works and Technology
Improvements (as defined infra), and any and the use of all other intangible assets associated with such Party.

b) The undertaking by the Parties will be cross-branded and cross-marketed to: showcase the vision and
purpose of the joint venture enterprise; expand upon the bandwidth and capacity of the individual businesses
represented by this engagement; and represent a unified front that will appeal to external investors and capital
partners. In order to effectuate and best demonstrate this effort and collaboration, the Parties agree to develop
marketing/sales material and legal documents for delivery to external sources that accentuate and/or provide
for the following, generally and on a deal by deal basis, as applicable:

i. The collaborative strengths of the executive team represented by the Parties;
ii. Bios of the team delivering services and providing financial resources to the
collaboration;
iii. Track record of the executive team;
iv. Collective and individual experience within the seniors living and related asset class;
v. NEW EMPIRE track record;
vi. Past IRR achieved by NEW EMPIRE;
vii. Capital required;
viii. Projected IRR on a deal by deal basis;
ix. Investment Thesis; and
x. Such other Private Placement Memorandums, investment, marketing and legal documents as the

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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