Alternative Living Concepts Inc.

“Timothy J. Babineau, M.D., Trustee, Nicholas P. Dominick, President, and Mary A. Wakefield, Treasurer, are board members/officers of VNA Technicare, Inc. (VNA), a related for-profit corporation. Dr. Babineau is a director while Mr. Dominick and Ms. Wakefield are both officers of VNA. Additionally, Ms. Wakefield and Paul J. Adler, Trustee, are board members of Lifespan MSO, Inc. (MSO) and Lifespan Risk Services, Inc. (LRS), separate related for-profit organizations. Mr. Adler is a director of MSO and LRS while Ms. Wakefield is an officer of those two organizations.”

“All management duties such as tenant screening, fiscal management, janitorial, and facilities management are contracted for with the parent company, Gateway Healthcare, Inc.”

“Gateway Healthcare, Inc. (Gateway) is the sole corporate member of ALC. Lifespan Corporation is the sole corporate member of Gateway.”

“The bylaws of ALC confer certain reserved powers upon Gateway to provide it with the means of effective oversight, coordination, and support of the system. Powers reserved to Gateway include: to elect and remove directors and to approve the election of and removal of certain officers. At each annual meeting of ALC's Board of Directors, a list is compiled of the names of those persons selected to serve as Directors of ALC so that it can be approved and submitted to Gateway for ratification and election. The Gateway Board is comprised of the same individuals serving as the directors of Lifespan Corporation.”

“Lifespan has the responsibility for planning, directing, and establishing policies to assure the development and delivery of quality health services on an integrated, cost-effective basis. Powers reserved to Lifespan include: to approve amendment of the Articles of Incorporation and Bylaws and other charter documents; to approve strategic plans; to approve any capital or operating budgets or material non-budgeted expenditures; and to authorize incurrence or guaranty of material indebtedness. Lifespan holds these powers with respect to Gateway; Gateway holds identical powers with respect to ALC, which it may exercise with the authorization of Lifespan.”

“The preparation and filing of the Form 990 and supporting schedules is the responsibility of the Chief Financial Officer (CFO) and Finance Department of Gateway. The Form 990 is prepared by the Gateway Finance Department staff upon completion of Lifespan's annual independent audit. A draft of the Form 990 is then provided to the Lifespan Tax Compliance Manager, the Director of Finance, the Vice President of Finance - Corporate Services, and the Lifespan EVP/CFO for review and edit. The Form 990 is forwarded to KPMG for external review and KPMG provides the Tax Compliance Manager with any recommended changes which are reviewed, and if agreed upon, are incorporated into the return. The Form 990 is then provided to the Gateway CFO for final management review. At this point, a copy of the Form 990 is provided to the Board prior to the next scheduled Board of Directors meeting, which occurs prior to filing Form 990 with the Internal Revenue Service. At this meeting, the Gateway CFO will review the form and discuss the highlights with the Board, as well as answer any questions or address any concerns. The Form 990 is then finalized to include any changes, if necessary, based on comments from the Board. The Gateway CFO is authorized to file the Form 990.”

“Lifespan Corporation has a Conflict of Interest Policy that is applicable to all affiliates, including ALC, and administered by Lifespan's Corporate Compliance Department as follows: Each designated person subject to Lifespan's conflict of interest policy is required to provide Lifespan with an initial disclosure statement and thereafter, an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy.If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Lifespan Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. This requirement shall be acknowledged as part of the annual performance evaluation process. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Trustee, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Lifespan Corporation.Annually, the Lifespan Compliance Officer shall review and report to the Lifespan Executive Corporate Compliance Committee and to the Lifespan Audit and Compliance Committee on the administration of this policy.Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict of interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Lifespan.”

“Lifespan, the sole member of Gateway, currently makes its annual and quarterly consolidated financial statements available to the public via DAC (Digital Assurance Certification, LLC), a disclosure dissemination agent for issuers of tax-exempt bonds which electronically posts and transmits Lifespan's financial information to repositories and investors alike. ALC's financial statements are included in Gateway Healthcare, Inc. and Related Entities' audited consolidated financial statements, which in turn are included in the audited consolidated financial statements of Lifespan Corporation and Affiliates. In addition, copies of ALC's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the Lifespan EVP/CFO, either in person or by mail.”

“The following applies to Lifespan and all of its affiliates, including ALC:EXECUTIVE COMPENSATIONLifespan's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Lifespan as well as other officers, senior management, and key employees. Lifespan's executive compensation program complies with both law and with contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Lifespan's Corporate Compliance Policy on Excess Benefit Transactions.The Compensation Committee of the Lifespan Corporation Board of Directors (the Committee), comprised of disinterested Lifespan Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include:* Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees* Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans* Approving performance objectives associated with Lifespan's annual incentive plan, including measuring points, and using audited actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan* Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Lifespan's performance within the healthcare industry and the degree to which total remuneration levels at Lifespan are generally commensurate with Lifespan performance relative to healthcare industry performance* Conducting an annual performance review of Lifespan's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors.* Selecting and engaging qualified, independent, third party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Lifespan's executive compensation philosophy. Lifespan's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Lifespan's performance relative to compensation-related performance objectives. The Committee's deliberations and actions are documented in minutes prepared for each meeting.PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants.Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using the results of the valuation study and his/her assessment of individual performance or other pertinent information, for”

“ALC is organized for charitable purposes of ownership, management, leasing and maintenance of office and residential facilities (which include housing for persons and families of low and moderate income) and equipment used in connection with the operations of Gateway Healthcare, Inc. and other supporting organizations.”

“While ALC did not produce an audited financial statement as of and for the fiscal year ended September 30, 2018, it was included in the Gateway Healthcare, Inc. and Related Entities' (Gateway) audited consolidated financial statements, in which one column is used for ALC individually. The Gateway audited consolidated financial statements are included in the audited consolidated financial statements of Lifespan Corporation and Affiliates. There are no regulatory or creditor stipulations which require the preparation of a separate audited financial statement for ALC.The Lifespan Audit and Compliance Committee assumes responsibility for oversight of the audit of Lifespan Corporation's consolidated financial statements and the selection of Lifespan Corporation's independent accountant.”