Page 27 - New Empire Affinitas Life Senior Housing Division

NEW EMPIRE AFFINITAS LIFE DEVELOPMENT GROUP, LLC

OPERATING AGREEMENT

This Operating Agreement of New Empire Affinitas Life Development Group, LLC (the
“Company”) is made effective as of November ___, 2017 by and among New Empire Development
Group, LLC, a Delaware Limited Liability Company with a principal office at 4918 3 Avenue
rd
Brooklyn, NY 11220 (“New Empire”) and Affinitas Life Corp., a Delaware Corporation with a
Principal office at 370 Lexington Avenue; Suite 410; New York, NY 10017 Medica Development,
LLC, a Texas limited liability company(“Affinitas”). Collectively, New Empire and Affinitas are
referred to herein as “Members”.

WHEREAS, the Members have formed a limited liability company to be known as New
Empire Affinitas Life Development Group, LLC (the “Company”); and
WHEREAS, as of the date of this Agreement, the Members own all of the outstanding shares
of membership interest in the Company; and

WHEREAS, the Members now desire to set forth the rights and obligations of current and
future Members in this Agreement;

WHEREAS, the Members formed the Company to finance, acquire, develop, improve,
construct, manage, operate and/or dispose of the property, or properties, the Company finances,
acquires, develops, improves, constructs, manages, operates and/or disposes of, and to accomplish
any lawful business whatsoever which shall at any time appear conducive to, or expedient for, the
protection or benefit of the Company and its assets.

WHEREAS, Articles of Organization for the Company have been filed with the Secretary of
State of Delaware as of __________ __, 2017.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the Members
hereby agree as follows:

ARTICLE I

DEFINITIONS
1.1. “Affiliate” of, or a person or entity “affiliated” with, a specified person or entity, means a person
or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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