Page 15 - New Empire Affinitas Life Senior Housing Division
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i.  Taking the lead in sourcing all funding for the co-alignment, equity and debt required for the
                        capital stack to acquire a property;
                     ii.  Conceptual underwriting model, Financial feasibility and market feasibility and saturation reports
                        and analysis;
                     iii.  Design and renderings;
                     iv.  Site Plan development,
                     v.  Local, municipal and federal approvals, Licensing and regulatory management;
                     vi.  Engagement and supervision of content expert consultants and project management representatives;
                     vii. Contractor approval process and selection;
                     viii. Project development, construction execution, management, and oversight;
                     ix.  Procurement of all consultants and vendors related to the development of a property.

              b)     AFFINITAS will have the following day to day functional duties:

                     i.  Developing deal flow & sourcing senior living communities and senior living-related ventures;
                     ii.  Assisting in the underwriting of senior living deal sourcing;
                     iii.  Assisting New Empire in sourcing funding for the co-alignment co-alignment, equity and debt
                        required for the capital stack to acquire a property;
                     iv.  Assisting Conceptual underwriting model, Financial feasibility and market feasibility and saturation
                        reports and analysis;
                     v.  Assisting in the development and strategizing of the senior living component of PROPCO
                        architectural design;
                     vi.  Development consultation for senior living operational components;
                     vii. Procuring all required senior living operational permitting;
                     viii. Engaging human capital staffing tree contractors and vendors to satisfy operational requirements;
                     ix.  Performing all operations and day to day management of a project;
                     x.  Human Capital/Sales force development to lease and stabilize PROPCO communities;
                     xi.  The development of strategic alliances within the senior living and healthcare space.

              c)     Collaborative Duties of the Parties - The Parties shall work together, collaboratively, utilizing the
              strengths of their internal human capital resources, to create and perform all of the foregoing in their sourcing,
              review and acquisition of properties. They will establish investment and operational criteria and metrics for
              deal flow, sourcing, and Go/No Go analysis that will be employed by the Parties to assess and underwrite
              potential engagements. They shall employ these standards in targeting projects and, for each sourced project,
              they shall work together to create a templated analysis that underscores the financial feasibility of the project,
              and establish a plan of action that, if feasible, will be employed in its acquisition and operation. The Parties
              shall agree upon a mutually acceptable manner for sharing and allocating duties and responsibilities for deal
              flow, sourcing and Go/No Go analysis.

              13. Distributions of Fees.



                                       Re-LIFE-Ment: Reinventing Past Notions of Retirement
                                                             - 6 -





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