Page 16 - New Empire Affinitas Life Senior Housing Division

In addition to the distribution of dividends and related income of the Joint Venture in the ordinary course, the
Parities further agree that certain additional fees will be distributed by and between the Parties as follows:

a. NEW EMPIRE will be paid a fee for the services it renders in the development, design and construction
of PROPCO properties.

b. NEW EMPIRE will be paid a Development Fee for the services it performs. This fee is a percentage
allocation based on all hard and soft costs associated with property development, inclusive of change orders
and shall be exclusive of all cost and expenses it incurs in the performance of its duties for such services. When
paid, this Fee shall be split equally with AFFINITAS.

c. As part of the Development Fee paid to New Empire, it may also be paid bonus income and fees for
achieving certain deadlines and milestones during the performance of its duties. When paid, this income shall
be split equally with AFFINITAS.

d. AFFINITAS, and/or its bankable nominee, will be paid a development and consulting fee, based upon
market rates, for the services it performs in accordance with Paragraph 12 (a) (v)- (viii hereof.

e. AFFINITAS, and/and/or its bankable nominee, will be paid a management and operations fee for the
services it performs in accordance with Paragraph 12 (a) (ix) & (x) hereof. This fee is based on either a fixed
rate or a percentage of gross income when a property has become fully stabilized (income is sufficient to pay
expenses on a continuing and regular basis). Fees directly paid and earned by AFFINITAS shall be split equally
with NEW EMPIRE.

f. AFFINITAS, and/or its bankable nominee, will be paid bonus income for achieving certain stabilization
hurdles, metrics and milestones in its operation and management of PROPCO properties. Fees directly paid and
earned by AFFINITAS shall be split equally with NEW EMPIRE.

g. Any additional scope of work, where either Party may be entitled to additional fee, scope and fee shall
be mutually agreed upon in a future agreement between the Parties.

14. Communications - The Parties shall make a good faith effort to make themselves generally available, as
necessary, in order to collaborate and advance the development of projects and/or other strategic opportunities
for the good and welfare of the Joint Venture.

15. Independent Contractor Relationship/Exclusivity

It is understood by the Parties that, for all services performed and delivered, each of the Parties shall be
deemed an “Independent Contractor” and not an employee of the other Party. The characterization of
the manner in which either Party may be compensated shall not, in any way, obviate the nature of this
relationship. They shall each pay, as applicable, all Federal, State and local taxes or contributions imposed

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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