Exhibit 99.1

SUNLINK HEALTH SYSTEMS SUBSIDIARY SELLS CHESTATEE

REGIONAL HOSPITAL IN DAHLONEGA, GEORGIA

Atlanta, GA (August 19, 2016) — SunLink Health Systems, Inc. (NYSE:MKT: SSY) today announced that a subsidiary has sold its Chestatee Regional Hospital in Dahlonega, GA for approximately $15,000,000. The company expects to recognize an after tax gain (utilizing available net operating loss carry-forwards) of approximately $7,000,000 on the transaction which closed on August 19, 2016. A portion of the proceeds will be allotted for the payment of debt and the balance will be retained for working capital and general corporate purposes.

SunLink Health Systems, Inc. is the parent company of subsidiaries that operate one hospital, two nursing homes and related businesses in the Southeast and a specialty pharmacy company in Louisiana. For additional information on SunLink Health Systems, Inc., please visit the company’s website at www.sunlinkhealth.com .

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding the company’s business strategy. These forward-looking statements are subject to certain risks, uncertainties and other factors, which could cause actual results, performance and achievements to differ materially from those anticipated. Certain of those risks, uncertainties and other factors are disclosed in more detail in the company’s Annual Report on Form 10-K for the year ended June 30, 2011 and other filings with the Securities and Exchange Commission which can be located at www.sec.gov .

Exhibit 99.2

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

SOUTHERN HEALTH CORPORATION OF DAHLONEGA, INC. (“SELLER”),

AND

DURALL CAPITAL HOLDINGS, LLC (“BUYER”),

August 19, 2016

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “ Agreement ”) is made and entered into as of August 19, 2016, by and between (i) Southern Health Corporation of Dahlonega, Inc., a Georgia corporation (the “ Seller ”) (ii) Durall Capital Holdings, LLC, a Florida limited liability company (the “ Buyer ”).

RECITALS:

Whereas, Seller owns and operates Chestatee Regional Hospital and related healthcare facilities which consist of:

The Hospital, together with the Dawson Clinic, Dahlonega Family Practice Clinic, MOB and the Corporate Care Clinic are collectively referred to as the “ Healthcare Facilities” ; and

Whereas, Buyer desires to buy from Seller, and Seller desires to sell and transfer to Buyer, the Hospital and Seller’s business in, and leasehold interest as lessee of, the Dawson Clinic, Dahlonega Family Practice Clinic, the Corporate Care Clinic and the MOB;

Whereas, capitalized terms used in this Agreement not otherwise defined herein shall have the meanings set forth in Exhibit A hereto.

NOW, THEREFORE, for and in consideration of the premises and the agreements, covenants, representations, and warranties hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. PURCHASE OF PURCHASED ASSETS

1.1 Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1 hereof), Seller agrees upon payment by Buyer to Seller of the Purchase Price in accordance with Section 1.6 , to sell, convey, transfer, assign and deliver to Buyer and Buyer agrees to purchase and acquire, the Healthcare Facilities including the leasehold interests and the tangible and intangible assets owned by Seller included therein, other than the Excluded Assets (hereinafter defined), which purchased and acquired assets shall include, without limitation, the following (the “ Purchased Assets ”):

(a) the approximately 8.8 acres, more or less, of owned Real Property of Seller located in Dahlonega, Georgia, shown as Tract 1 on the plat of survey prepared by ALTA Surv., LLC dated May 21, 2014 the metes and bounds of which are described on Schedule 1.1(a) , together with all improvements, buildings and fixtures thereon, and all rights, privileges and easements appurtenant thereto (collectively, the “ Owned Real Property ”);

(b) all the leasehold rights and interests of Seller as lessee in the leased MOB located on real property adjacent to the Hospital campus in Dahlonega, Georgia under the lease Agreement referenced in Schedule 1.1(b) ;

(c) all of the leasehold and interests of Seller as lessee in the Dawson Clinic and the Dahlonega Family Practice Clinic (the lease interests of Seller in the MOB, the Dawson Clinic, the Dahlonega Family Practice Clinic and the Corporate Care Clinic under the lease agreements listed in Schedule 1.1(c) , collectively the “ Leased Real Property ”);

(d) the tangible personal property, including, without limitation, the equipment, vehicles, furniture and furnishings, the current list and general location of which are set forth on Schedule 1.1(d) ;

(e) the rights and interests of Seller in the equipment and other personal property leased by Seller under the operating leases (“ Personal Property Leases ”) listed on Schedule 1.1(e) (the “ Leased Personal Property ”);

(f) all receivables generated by or pertaining to the business and operations of Seller and the rendering of healthcare services, including without limitation (but in each case exclusive of Retained Receivables) (i) receivables and reimbursement under Medicare, Medicaid, CHAMPUS/TRICARE (“ Government Programs ”), Blue Cross and other third party payors arising from the rendering of services to patients at the Healthcare Facilities, all patient, trade and other account receivables and assets included in working capital, credits, offsets, or reimbursements, together with any and all accrued interest thereon existing as of the close of business on the Closing Date; (ii) all claims for payment and/or reimbursement under Government Programs and other third party payors, in each case arising from the rendering of services to patients at the Healthcare Facilities or other actions of Seller prior to Closing (collectively, the “ Accounts Receivable ”);

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(g) the inventory, including supplies and spare parts, owned by Seller as of the Closing Date that are used or held for use in the operation of the Healthcare Facilities (the “ Inventory ”);

(h) the medical records of Seller in respect of the Hospital patients, on the Closing Date or discharged prior to Closing Date, and the medical records of the Dahlonega Family Practice Clinic, the MOB the Dawson Clinic and the Corporate Care Clinic for patient encounters prior to the Closing Date (except for records of patients belonging to a provider for whom the Hospital is acting merely as landlord or records of patients belonging to providers who at one time owned portions of the MOB), all financial, patient, medical staff and personnel records of Seller relating to the Healthcare Facilities including, without limitation, equipment records, medical administrative libraries, medical records, patient billing records, documents, catalogs, books, records, files, operating manuals and current personnel records;

(i) the rights and interests, to (i) Seller’s Medicare and Medicaid provider agreements (the “ Provider Agreements ”) and (ii) the rights and interests of Seller under contracts, commitments, leases and agreements of Seller listed on Schedule 1.1(i) (the “ Contracts ”);

(j) the licenses, permits, certificates, certificates of need, accreditations held by Seller relating to the ownership, development, and operation of the Healthcare Facilities (including, without limitation, any pending or approved governmental approvals and Seller’s Medicare provider number and other matters listed on Schedule 1.1(j)) (the “ Permits ”);

(k) the names “Chestatee Regional Hospital,” “Dawson Family Clinic,” “Dahlonega Family Practice,” “Corporate Care Clinic” and any other trade names, trademarks and service marks (or variations thereof) of Seller associated with the Healthcare Facilities (other than the trade names, trademarks, service marks and other Intellectual Property containing the words, “Southern Health,” “Southern Health Corporation of Dahlonega” “Crown Healthcare,” “Crown Healthcare Investments,” “SunLink,” or any iteration or variation of any thereof), all goodwill associated therewith, and all applications and registrations, if any, associated therewith;

(l) the other property, other than the Excluded Assets, of every kind, character or description owned by Seller and solely used or held solely for use in the business of the Hospital, wherever located;

(m) the rights and interests of Seller in operating and capitalized leases of personal property;

(n) the interest of Seller in property of the foregoing types, arising or acquired in the ordinary course of the business of Seller in connection with the Healthcare Facilities between the date hereof and the Closing.

1.2 Excluded Assets . Notwithstanding the generality of Section 1.2 , those assets, properties and rights of Seller described below, together with any assets described on Schedule 1.2 , shall be transferred to and retained by Seller or an Affiliate of Seller, as the case may be, on or prior to Closing (collectively, the “ Excluded Assets ”) and shall not be assets of Seller at Closing:

(a) all cash, cash equivalents, marketable securities and bank accounts;

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(b) all (i) claims and settlements made under cost reports filed, or to be filed, by or with respect to Seller for services rendered up to and including the Closing Date, (ii) amounts, claims, receivables and settlements owing, made or paid, or to be made or paid, to Seller pursuant to the Indigent Care Trust Fund of the State of Georgia (“ ICTF ”) for or in respect of all Seller’s fiscal years ending on or prior to June 30, 2016 and a share prorated in accordance with Section 1.7 to Closing Date of all amounts and settlements made or paid, or to be made or paid, to Seller for or in respect of the State of Georgia’s fiscal year ending June 30, 2017, (iv) credits, offsets, carryforwards or refunds with respect to Federal, State or local income taxes for periods prior to the Closing Date, and (v) intercompany receivables due from SunLink Health Systems, Inc. (“SunLink”) and/or its Affiliates, (all such in clauses (i)-(v), collectively, the “ Retained Receivables ”);

(c) the names “Southern Health,” “Southern Health Corporation of Dahlonega” “SunLink,” “Crown Healthcare,” “Crown Healthcare Investments” and all iterations thereof;

(d) all deposits, advances, and pre-paid expenses (collectively, the “ Deposits ”), all utilities to be transferred into Buyer’s name at Closing;

(e) all rights to, and defenses of, causes of action, lawsuits, judgments, claims and demands, of any nature available to or being pursued by or against the Seller existing on the Closing Date or arising from the Seller’s operations prior to the Closing Date whether or not booked and included as a receivable in Seller’s balance sheet and whether or not disclosed and all rights and defenses in respect of any obligations or liabilities not constituting Assumed Liabilities;

(f) the rights that accrue to Seller under this Agreement;

(g) any and all claims and defenses, of whatever nature relating to taxes (including without limitation any interest or penalties and amounts due state unemployment authorities) or insurance arising during or relating to any period prior to Closing;

(h) the charter documents of the Seller, minute books, stock ledgers, tax identification numbers, books of account and other constituent records relating to the corporate organization of the Seller and Seller’s records relating to the Excluded Assets (as defined below), as well as any records which by law Seller is required to maintain in its possession;

(i) all ownership and other rights in connection with and the assets of Seller’s or its Affiliates’ employee benefit plans, and contracts or agreements related thereto;

(j) all rights to proceeds from liability, medical malpractice, workers compensation and other insurance policies relating to claims arising or relating to any period prior to Closing whether or not Seller has an obligation to indemnify Buyer pursuant to Section 11.2 or otherwise in respect of matters covered thereby; and

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(k) the tangible personal property described on Schedule 1.2(k) .

1.3 Retained Liabilities. In connection with the conveyance of the Purchased Assets to Buyer shall not assume, and Seller shall retain, all indebtedness and obligations of Seller existing at the Closing Date, (other than, in each case, the Assumed Liabilities) (collectively, the “ Retained Liabilities ”) consisting of: (i) indebtedness for borrowed money, capital leases or obligations for the deferred payment of the purchase price of property or services of Seller existing on or incurred prior to the Closing Date, (ii) liabilities disclosed or reserved against in the Financial Statements or incurred or accruing after the date of such Financial Statements consistent with Sections 5.2 and 5.3 hereof prior to Closing, (iii) claims or potential claims by Government Programs and/or Blue Cross in respect of cost reports filed by Seller, or to be filed, for periods prior to Closing relating to services rendered up and including to the Closing Date, (iv) liabilities and obligations of Seller and its Affiliates arising under the terms of the Government Programs, Blue Cross, or other third party payor programs relating to services rendered by Seller prior to Closing, (v) any liabilities or obligations to the extent arising with respect to any of the Excluded Assets, (vi) any civil or criminal obligation or liability resulting from any material violation by Seller prior to the Closing of federal, state or local law or resulting from any federal, state or local investigations of, or federal, state or local government claims or actions against, Seller with respect to acts or omissions of Seller prior to the Closing constituting a material violation of federal, state or local law, (vii) federal or state income tax liabilities of Seller, and (viii) except for the Assumed Liabilities, other liabilities existing at, or indebtedness or obligations of Seller undertaken or assumed, prior to Closing.

1.4 Assumed Liabilities. In connection with Buyer’s purchase of the Purchased Assets, Buyer shall assume at Closing: (a) Seller’s obligations in respect of payment of Accounts Payable and Accrued Expenses, including without limitation, accrued PTO for Seller’s employees and (b) the following indebtedness, commitments, liabilities and obligations of Seller and/or related to the Purchased Assets arising in or related to periods after Closing: (i) performance following the Closing of the obligations of Seller under the Real Property Leases, the Personal Property Leases and the Contracts; (ii) payment following the Closing of the obligations of Seller in respect of property taxes and utilities for the Owned Real Property, Leased Real Property, personal property and Leased Personal Property, (iii) performance following the Closing of the obligations of Seller under the Provider Agreements with respect to obligations incurred with respect to any period after the Closing; (iv) performance following the Closing of the obligations arising in or related to periods after Closing under all permits, approvals, licenses, qualifications, registrations, or certifications relating to the Purchased Assets; (v) performance following the Closing of any liabilities or obligations to former employees of Seller under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”) accruing on or after the Closing Date, (vi) performance following the Closing of the obligations of Seller in respect of all obligations arising with respect to the period after Closing under all Physician Employment Agreements and (vii) performance and payment of all obligations or liabilities arising or incurred in respect of periods, or ownership or operations by Buyer of the Purchased Assets, following the Closing (amounts referred to in this Section 1.4(a) and (b) , collectively, the “ Assumed Liabilities ”).

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1.5 Environmental Report. Promptly following the execution of this Agreement, Buyer shall be entitled at Buyer’s expense to obtain a current Phase I Environmental Site Assessment of the Owned Real Property including the Hospital, and at Buyer’s sole discretion, Leased Real Property, prepared by a firm selected by Buyer, and the scope, findings, and conclusions of such report shall be reasonably satisfactory to Buyer. Any such Phase I Environmental Site Assessment shall be obtained on or prior to August 15, 2016. If the Phase I Environmental Audit is not reasonably satisfactory to Buyer, Buyer shall immediately advise Seller in writing. In the event Buyer so advises Seller, Seller shall have the option of (i) terminating this Agreement without further liability to either party (except for Seller being entitled to be paid the Escrow Amount as liquidated damages and not as a penalty) or (ii) permitting Buyer to conduct at Buyer’s expense a Phase II Environmental Site Assessment promptly thereafter, to be completed no later than August 15, 2016, and if such Phase II Environmental Site Assessment is not reasonably satisfactory to Buyer, Buyer shall immediately notify Seller in writing and this Agreement shall terminate without liability to either party. Any such Phase I or Phase II Environmental Site Assessment shall conclusively be deemed satisfactory to Buyer if the reasonably estimated cost of any remediation is less than $250,000.

1.6 Purchase Price.

(a) Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Seller herein set forth and as consideration for the sale and purchase of the Purchased Assets (hereinafter defined) as contemplated herein, the purchase price shall be an amount equal to (i) Fifteen Million and No/100 Dollars ($15,000,000) (ii)  plus the amount of Accounts Receivable, (iii)  plus the amount of Inventory at book value as of the Closing, (iv)  plus the amount of Seller deposits, advances and prepaid expenses, (v)  minus the amount as of Closing of Accounts Payable and Accrued Expenses (including, without limitation, PTO) and (vi)  plus or minus the proration of items pursuant to Section 1.7 between Buyer and Seller at Closing (“ Purchase Price ”).

(b) For purposes of determining the amount of cash to be delivered at the Closing, a good faith estimate of the Purchase Price equal to (i) Fifteen Million and No/100 Dollars ($15,000,000) (ii)  plus the estimated amount of Accounts Receivable, (iii)  plus the estimated amount of Inventory at book value as of the Closing, (iv)  plus the estimated amount of Seller’s deposits, advances and prepaid expenses, (v)  minus the estimated amount as of Closing of Accounts Payable and Accrued Expenses (including, without limitation, PTO) constituting Assumed Liabilities and (vi)  plus or minus the estimated proration of items pursuant to Section 1.7 between Buyer and Seller as of Closing (the amount so computed, the “ Estimated Purchase Price ”) shall be made by Seller prior to the Closing Date using the then most recent available month-end balance sheet of Seller (the “ Closing Month End Balance Sheet ”) adjusted through the most reasonably practical date prior to Closing. The Seller shall prepare such preliminary determination and shall deliver to Buyer a copy of such balance sheet and a schedule showing the calculation of the Estimated Purchase Price at least two (2) Business Days prior to the Closing Date. At Closing, Buyer shall pay the Estimated Purchase Price to Seller or its designee in

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immediately available funds by wire transfer to Seller plus (b) the sum of amounts referenced in clauses (ii), (iii) and (iv) of Section 1.6(a) , (c)  minus the amount referenced in clause (v) of Section 1.6(a) and (d)  plus or minus the amount referenced in clause (vi) of Section 1.6(a) ).

1.7 Prorations. Except as otherwise provided herein, Seller and Buyer shall prorate as of the Closing Date with respect to (a) ad valorem taxes and personal property taxes, if any, on the owned Purchased Assets based upon the amounts set forth in the current bills and the number of days in the taxable period prior to the Closing Date and in the same taxable period following the Closing Date, (b) ICTF payments made to the Buyer on account of indigent care provided by the Hospital in respect of the State of Georgia fiscal year 2017 (when received by Buyer after Closing) based on the number of days in such year prior to the Closing Date and following the Closing Date, (c) rents with respect to the Leased Real Property and the Leased Personal Property and (e) all utilities servicing any of the Healthcare Facilities, including water, sewer, telephone, electricity and gas service, based in each case upon number of days occurring prior to the Closing Date and following the Closing Date during the billing period for each such charge.

1.8 Post Closing Adjustment.

(a) As promptly as practicable but no later than thirty (30) days after the Closing Date, there will be an adjustment (the “ Post Closing Adjustment ”) to the Estimated Purchase Price to arrive at the Purchase Price to reflect the actual amount of Accounts Receivable, the actual amount of Inventory at book value, the actual amount of Seller’s deposits, advances and prepaid expenses, the actual amount of Accounts Payable and Accrued Expenses, in each case as of the Closing Date. Seller with the assistance of Healthcare Facilities’ staff shall cause to be prepared and delivered to Buyer within thirty (30) days after Closing, an unaudited balance sheet and income statement as of and for the period from the Financial Statement Date (hereinafter defined) to the Closing Date prepared in accordance with GAAP (except as to absence of footnotes and subject to audit adjustments and Seller’ normal accounting practices) (the “ Closing Financials ”), and a detailed calculation of the Post Closing Adjustment.

(b) Should Buyer dispute the amount of the Post Closing Adjustment, Buyer shall promptly advise Seller. If after thirty (30) days after delivery of Seller’s calculation thereof, Buyer and Seller are unable to agree upon the amount of the Post Closing Adjustment, Seller and Buyer shall engage an independent public accounting firm mutually acceptable to Seller and Buyer, which shall not then be regularly engaged by either (i) Buyer (or its Affiliates) or (ii) Seller (or its Affiliates) (the “ Accountants ”), to review the proposed Post Closing Adjustment and determine the amount thereof, such determination to be made as soon as practicable but no later than ninety (90) days after Closing. In making such review and determination the Accountants shall utilize the terms and provisions of this Agreement together with accounting policies and procedures consistent with those utilized by Seller in preparing the June 30, 2016 Financials. The decision of the Accountants shall be binding on Seller and Buyer. Buyer and Seller shall each pay one half of the reasonable fees and expenses of engagement of the Accountants unless such firm determines (x) that a net error in Seller’s favor was made in the proposed Post Closing Adjustment and such error was greater than five percent (5%) of the Post Closing Adjustment, as calculated by the Accountants, in which event Seller shall pay all fees and expenses of engagement of the

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Accountants or (y) no net error greater than five percent (5%) of the Post Closing Adjustment, as calculated by the Accountants, was made in Seller’s favor in the proposed Post Closing Adjustment, in which event Buyer shall pay all the fees and expenses of engagement of the Accountants.

In the event any Post Closing Adjustment is due from Buyer to Seller, Buyer shall upon demand pay to Seller the amount of the Post Closing Adjustment due Seller. In the event any Post Closing Adjustment is due from Seller to Buyer, Seller shall upon demand pay to Buyer in immediately available funds the additional amount of the Post Closing Adjustment due Buyer.

1.9 Earnest Money Escrow. Within two Business Days after execution of this Agreement by Buyer, Buyer shall deposit One Million Five Hundred Thousand Dollars ($1,500,000) as earnest money in escrow (the “ Escrow Amount ”) with an escrow agent designated by Seller and reasonably acceptable to Buyer (the “ Escrow Agent ”). Should the Closing fail to occur on or before the Outside Date, Seven Hundred Fifty Thousand Dollars ($750,000) of the Escrow Amount shall be nonrefundable to Buyer and shall be paid over to Seller by the Escrow Agent as liquidated damages unless the Closing fails to so occur by reason of the failure of material condition to Buyer’s obligation to close, which failure occurs solely by reason of Seller’s nonperformance of its material obligations under this Agreement. At Closing, the Escrow Amount will be credited against the cash portion of the Purchase Price payable at Closing. The Escrow Amount will be held by the Escrow Agent under the terms of an escrow agreement in substantially the form attached hereto as Exhibit D (the “ Escrow Agreement ”). Each of Buyer and Seller will bear one-half of the Escrow Agent’s fees and expenses.

1.10 Purchase Price Allocation. The Purchase Price shall be allocated among the Purchased Assets in accordance with their fair market values as mutually determined by Buyer and Seller. Buyer shall deliver a draft schedule to Seller setting forth the proposed fair market value of the assets and such allocation within six months after the Closing Date. Seller shall have thirty (30) days to provide Buyer, in writing, with any disagreements regarding such draft schedule as to fair market value or allocation thereof. Buyer and Seller agree to cooperate in good faith to resolve any such disagreements. Buyer and Seller shall file any tax returns and any other governmental filings on a basis consistent with such allocation of fair market value and in accordance with Code Section 1060, as finally determined by mutual agreement (the “ Purchase Price Allocation Schedule ”). Buyer and Seller shall exchange drafts of any information returns required by Code Section 1060, and any similar state statute that is applicable, at least thirty (30) days before filing such returns and shall discuss in good faith any modification suggested by the receiving party. The parties hereto shall make appropriate adjustments to the allocations on the Purchase Price Allocation Schedule to reflect any adjustments to the Purchase Price.

2. CLOSING.

2.1 Closing. Subject to the satisfaction or waiver by the appropriate party of all of the conditions precedent to Closing specified in Sections 7 and 8 hereof, the consummation of the transactions contemplated by and described in this Agreement (the “ Closing ”) shall take place at 10:00 a.m. local time, at the offices of Smith, Gambrell & Russell, LLP, Suite 3100 Promenade,

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1230 Peachtree Street NE, Atlanta, GA 30309 or such other location as agreed upon by the parties. The Closing shall occur on or before September 1, 2016 or on such other date as the parties may mutually designate in writing (the “ Closing Date ”) and Seller may, as and to the extent provided in Section 10.1, terminate this agreement if the Closing has not occurred by the close of business on September 30, 2016 (the “ Outside Date ”).

2.2 Actions of Seller at Closing. At the Closing and unless otherwise waived in writing by Buyer, Seller shall deliver to Buyer the following:

(a) Limited Warranty Deed(s), with covenants against grantors acts only, fully executed and in recordable form, conveying to Buyer good and marketable fee simple title to the Owned Real Property described in Schedule 1.1(a) subject only to the Permitted Encumbrances that Seller is not required to remove or cure pursuant to Section 6.2 unless Seller otherwise removes or cures any such encumbrance after objection thereto by Buyer pursuant to Section 6.2 (as used in this Agreement, “good and marketable fee simple title” shall mean insurable by a national Title Company at standard rates);

(b) General Assignment, Conveyance and Bill of Sale substantially in the form attached as Exhibit E , fully executed by Seller, conveying to Buyer good and valid title to the Seller Owned Real Property and owned Tangible and intangible personal property which are a part of the Purchased Assets, free and clear of Liens other than the Assumed Liabilities and Permitted Encumbrances referred to in Schedule 3.12 ;

(c) One or more Assignment of Leases Agreements substantially in the form attached hereto as Exhibit F (the “ Lease Assignments ”), fully executed by Seller, assigning and conveying to Buyer Seller’s interest in the Leased Real Property and Leased Personal Property;

(d) An Assignment and Assumption Agreements substantially in the form attached as Exhibit G (the “ Assignment and Assumption Agreements ”), fully executed by Seller, assigning and conveying to Buyer Seller’s interest in the Contracts and assignable Permits subject to Seller’s reservation of rights under Medicare and Medicaid provider agreements as provided herein;

(e) All instruments and documents reasonably required by the Title Company (as defined in Section 6.2 hereof) to issue the title policy by the Title Commitment at Closing, including, but not limited to, an affidavit of title in the form reasonably required by the Title Company in order to issue its extended coverage owner’s policy of title insurance without exception for mechanic’s, materialmen’s or other statutory liens, for unrecorded easements or for other rights of parties in possession except as otherwise disclosed thereon; an affidavit of seller’s residence; and a Seller’s Affidavit Regarding Brokers, in each case in the form reasonably required by the Title Company;

(f) Copies of resolutions duly adopted by the President or a Vice President of Seller, authorizing and approving its performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller;

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(g) Copies of resolutions duly adopted by the President or a Vice President of Seller authorizing and approving Seller’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller;

(h) Certificates of the President or a Vice President of Seller, certifying that each covenant and agreement of Seller to be performed or prior to or as of the Closing pursuant to this Agreement has been performed in all material respects and the representations and warranties of Seller, considered as a whole, are true and correct in all material respects on the Closing Date, as if made on and as of the Closing;

(i) Certificates of incumbency for the officers of Seller executing this Agreement or making certifications for the Closing dated as of the Closing Date;

(j) The Escrow Agreement, executed by Seller; and

(k) Such other instruments and documents as are necessary and are reasonably requested by Buyer to effect the transactions contemplated hereby.

2.3 Actions of Buyer at Closing . At the Closing and unless otherwise waived in writing by Seller, Buyer shall deliver to Seller the following:

(a) The Estimated Purchase Price in cash by wire transfer in accordance with Section 1.6(b) hereof;

(b) Copies of resolutions duly adopted by the manager or members of Buyer, authorizing and approving Buyer’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described in this Agreement, certified as true and in full force as of the Closing, by the manager or members of Buyer;

(c) Certificate of the manager or members of Buyer, certifying that each covenant and agreement of Buyer to be performed prior to or as of the Closing pursuant to this Agreement has been performed in all material respects and the representations and warranties of Buyer, considered as a whole, are true and correct in all material respects on the Closing Date, as if made on and as of the Closing; Copies of resolutions duly adopted by the members of Buyer, authorizing and approving Buyer’s performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the manager or members of Buyer;

(d) Certificate of Incumbency for the manager or members of Buyer executing this Agreement or making certifications for the Closing dated as of the Closing Date;

(e) The Escrow Agreement executed by Buyer; and

(f) Such other instruments and documents as Seller may reasonably deem necessary to effect the transactions contemplated hereby

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3. REPRESENTATIONS AND WARRANTIES OF SELLER . Prior to execution of this Agreement, Seller has delivered to Buyer the Seller’s Schedules referencing items of disclosure relating to the representations and warranties of Seller contained in this Agreement. As of the date hereof, and (when read in light of the Schedules as and to the extent updated in accordance with the provisions of Section 12.1 hereof), as of the Closing Date, Seller represents and warrants to Buyer the following:

3.1 Existence and Capacity . Seller is a corporation, duly organized and validly existing in good standing under the laws of the State of Georgia. Seller has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to conduct its business as now being conducted.

3.2 Powers; Consents; Absence of Conflicts with Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Seller, and all other agreements referenced herein, or ancillary hereto, to which Seller is a party, and the consummation of the transactions contemplated herein by Seller:

(a) are within its corporate powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action;

(b) except as provided in Section 5.4 below or as set forth on Schedule 3.2(b) , do not require any approval or consent of, or filing by Seller, or to Seller’s Knowledge, by Seller with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority;

(c) except as may otherwise be set forth on Schedule 3.2(c) , will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge, or encumbrance under, any debt instrument or other indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound, other than a breach or contravention of any restriction or consent or notice requirement imposed under any change of control, assignment or other similar provision of a Contract which would not be reasonably likely to result in a Material Adverse Effect;

(d) will not violate in any material respect any statute, law, rule, regulation or any judgment, writ, injunction, decree, or order known to and binding on Seller of any governmental authority.

3.3 Binding Agreement. This Agreement and all agreements to which Seller will become a party pursuant hereto are and will constitute the valid and legally binding obligations of Seller and are and will be enforceable against Seller in accordance with the respective terms hereof or thereof except as such enforcement may be limited by laws affecting creditors’ rights generally and by general equitable principles.

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3.4 Financial Statements. Seller has delivered to or made available for inspection by Buyer true and correct copies of the Financial Statements of Seller covering Seller’s operation of the Healthcare Facilities, copies of which Financial Statements are attached as Schedule 3.4 :

(a) Seller’s balance sheets, income statements, and statements of cash flows for the fiscal years ended June 30, 2015 and 2014 compiled from Seller’s books and records and from the audited balance sheets, income statements, and statements of cash flows of the SunLink for the corresponding fiscal years;

(b) Seller’s unaudited balance sheet as of, and income statement, and statement of cash flows for the nine month period ended, June 30, 2016 (the “ Financial Statement Date ”).

Such Financial Statements were prepared in the normal course of business based upon the books and records of the Healthcare Facilities as historically maintained and fairly represent, in accordance with generally accepted accounting principles (except as to the absence of footnotes and subject to year-end audit adjustments) (“ GAAP ”) in all material respects, Seller’s financial condition and results of operations as of the dates and for the periods indicated thereon.

3.5 Certain Post Financial Statement Date Results. Except as set forth in Schedule 3.5 , since the Financial Statement Date referenced in Section 3.4 there has not been any:

(a) material damage, destruction, or loss in excess of $250,000 (not covered by insurance) affecting the tangible Purchased Assets;

(b) any Material Adverse Effect;

(c) to Seller’s Knowledge, threatened employee strike, work stoppage, or labor dispute pertaining to Seller or the Healthcare Facilities;

(d) sale, assignment, transfer, or disposition of any item of property, plant or equipment included in the Purchased Assets having a value in excess of One Hundred Fifty Thousand Dollars ($150,000) (other than supplies and inventory), except in the ordinary course of business which is not replaced by Seller with property, plant or equipment of comparable value prior to Closing;

(e) general increases in the compensation payable by Seller to any of its employees providing services to the Healthcare Facilities, or any increase in, or institution of, any bonus, insurance, pension, profit-sharing or other employee benefit plan, remuneration or arrangements made to, for or with such employees, except in the ordinary course of business;

(f) material changes in the composition of the medical staff of the Hospital, other than normal turnover occurring in the ordinary course of business;

(g) material changes in the rates charged by the Healthcare Facilities for their services, other than those made in the ordinary course of business;

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(h) material changes in accounting methods or practices or changes in depreciation or amortization policies, employed by Seller with respect to the Healthcare Facilities, except as otherwise required by law or regulations including regulations, requirements and guidelines issued by the Securities and Exchange Commission;

(i) transactions pertaining to the Healthcare Facilities by Seller outside the ordinary course of business.

3.6 Licenses. The Hospital is and will be duly licensed, as of the date of Closing, as an acute care hospital pursuant to the applicable laws of the State of Georgia. All departments of the Hospital which are required to be specially licensed are duly licensed by the Georgia Department of Community Health, or other appropriate licensing agency (“ DCH ”), except where the failure to be so licensed would not adversely affect in any material respect the ability of Seller to carry on the business of operating the Healthcare Facilities substantially in the manner as currently conducted. Seller has (i) all other material licenses, registrations, permits, and approvals which are necessary or required by law to operate the Healthcare Facilities or any ancillary services related thereto substantially as presently operated and (ii) made available for inspection by Buyer a list ( Schedule 3.6 ) of all such licenses, registrations, permits and approvals owned or held by Seller relating to the ownership or operation of the Healthcare Facilities, all of which are now and as of the Closing shall be in good standing and not subject to meritorious challenge, except in any such case where the challenge would not reasonably be expected to have a materially adverse effect on Seller or the ability of Seller to operate the Healthcare Facilities substantially in the manner currently conducted. Seller shall cooperate reasonably and in good faith with the reasonable requests of Buyer to assist Buyer to transfer or obtain necessary licenses to operate the Healthcare Facilities substantially in the manner currently conducted.

3.7 Certificates of Need. Schedule 3.7 lists all certificate of need approvals held by Seller with respect to the Healthcare Facilities, which constitute all certificate of need approvals necessary for Seller to own and operate the Healthcare Facilities and the Purchased Assets and to carry on the Hospital’s business as currently conducted. Seller and the Facilities, as applicable, are, and at all times have been, in material compliance with the terms and conditions of any such certificates of need approvals. Each such certificate of need is valid and in good standing and not subject to meritorious challenge. Of the 49 licensed beds of the Hospital, 34 of which are licensed as medical surgical beds, 5 of which as intensive care beds and 10 of which as psychiatric beds. No Certificate of Need applications, requests for letters of nonreviewability or determination requests pertaining to the Healthcare Facilities are currently pending. As used herein, “ Certificate of Need ” means a written statement issued by the DCH evidencing community need for a new, converted, expanded or otherwise significantly modified health care facility, health service or capital expenditure.

3.8 Medicare Participation/Accreditation. The Healthcare Facilities are qualified for participation in the Government Programs through the provider contracts of Seller, are in material compliance with the conditions of participation in such programs, and have received all approvals or qualifications necessary for reimbursement thereunder. There is no Proceeding, survey, or other action pending, or, to Seller’s Knowledge, threatened, involving any of the Government Programs or any other third party payor programs, including the Healthcare

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Facilities’ participation in and the reimbursement received by Seller with respect to the Healthcare Facilities from the Government Programs or any other third party payor programs. “Proceeding” means any claim, action, arbitration, audit (including, without limitation, any audit by any Medicaid Integrity Contractor, Comprehensive Error Rate Testing, Zone Program Integrity Contractor or similar audits), hearing, investigation, litigation suit or other similar proceeding by or before a Governmental Authority. The services provided by the Hospital are duly accredited as part of The Joint Commission’s accreditation for the period specified on Schedule 3.8 . Copies of the most recent accreditation letter from The Joint Commission pertaining to the Hospital has been made available for inspection by Buyer. The billing practices of Seller with respect to the Healthcare Facilities to all third party payors, including the Government Programs and private insurance companies, to Seller’s Knowledge: (i) have been in substantial compliance with applicable laws, regulations and mandatory policies of such third party payors including the Government Programs, and (ii) Seller has not billed or received any payment or reimbursement in excess of amounts allowed by law, except as and to the extent that liability for such overpayment is either immaterial or has been satisfied in connection with normal cost report settlements in the ordinary course of business. Seller has not been excluded from participation in the Government Programs nor to Seller’s Knowledge is any such exclusion threatened. Based upon and in reliance upon Seller’s review of (x) the “list of Excluded Individuals/Entities” on the website of the United States Health and Human Services Office of Inspector General (http://oig.hhs.gov/fraud/exclusions.html), and (y) the “List of Parties Excluded From Federal Procurement and Nonprocurement Programs” on the website of the United States General Services Administration (http://www.arnet.gov/epls/), none of the officers, directors or managing employees of Seller have been excluded from participation in the Government Programs. Except as set forth in a writing delivered by Seller to Buyer or as set forth on Schedule 3.8 , Seller has not received any written notice pertaining to the Hospital from any of the Government Programs, or any other third party payor programs of any pending or threatened investigations or surveys (other than surveys in the ordinary course of business).

3.9 Regulatory Compliance. Except as set forth on Schedule 3.9 , Seller is and, to the Knowledge of Seller, at all times within the five year period preceding the date hereof has been, in material compliance with applicable statutes, rules, regulations, and requirements of the Government Entities having jurisdiction over Seller and the operations of the Healthcare Facilities, including, but not limited to, the accreditation standards of an organization with deeming authorization under the Clinical Laboratory Improvement Amendments (CLIA) and the provisions of the Mammography Quality Standards Act (MQSA) and the regulations associated therewith in each case in which the failure to be in compliance would have a Material Adverse Effect on the Healthcare Facilities. As used herein, “ Government Entity ” means any government or any agency, bureau, board, directorate, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local. Seller has timely filed, or by the due date will file, all material reports, data, and other information required to be filed with the Government Entities, except where the failure to so file would not have a Material Adverse Effect. To the Knowledge of Seller, neither Seller nor any of its employees, have committed any violation of federal or state laws regulating health care fraud, including but not limited to the federal Anti-Kickback Law, 42 U.S.C. §1320a-7b, the Physician Self-Referral Law, 42 U.S.C. §1395nn, as amended, and the False Claims Act, 31 U.S.C. §3729, et seq. To the

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Knowledge of Seller, Seller is in substantial compliance with the relevant administrative simplification provisions required under the Health Insurance Portability and Accountability Act of 1996 (“ HIPAA ”), including the electronic data interchange regulations and the health care privacy and security regulations, as of the applicable effective dates for such requirements (Health Information Technology for Economic and Clinical Health Act (the “ HITECH Act ”), American Recovery and Reinvestment Act of 2009 (ARRA), Pub. L. No. 111-5 (2009)).

3.10 Equipment. Since the Financial Statement Date, Seller has not sold or otherwise disposed of any item of equipment having a value in excess of One Hundred Fifty Thousand Dollars ($150,000) constituting any part of the Purchased Assets unless the same has been or is being replaced by an asset of comparable value.

3.11 Owned Real Property. With respect to the Owned Real Property:

(a) Except as described on Schedule 3.11(a) , the Owned Real Property does not violate any applicable ordinance or other law, order, regulation, or requirement except any such violation which would not adversely affect in any material respect the use thereof as currently being used and has not received notice of condemnation or the like relating to any part of the Owned Real Property or the operation thereof;

(b) Seller has not received notice that the Owned Real Property or its operation violate any applicable zoning ordinances, nor, to Seller’s Knowledge, will the Buyer’s operation of an acute care hospital on the Owned Real Property as presently operated result in a violation of any applicable zoning ordinance or the termination of any applicable zoning variance now existing, and Seller has received no written notice that the buildings and improvements constituting the Owned Real Property are noncompliant in any material respect with any building codes;

(c) Except as described on Schedule 3.11(c) , the Owned Real Property is subject to no easements, restrictions, ordinances, or such other limitations on title so as to make such property unusable for its current use or the title uninsurable or unmarketable or which materially restrict or impair the use, marketability or insurability of the Owned Real Property;

(d) Except as described on Schedule 3.11(d) and subject to any applicable “grandfathered” or other pre-existing rights and conditions under the Accessibility Laws (as hereafter defined), the Owned Real Property is in substantial compliance with the applicable provisions of the Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, and the provisions of any comparable state statute relative to accessibility (these laws are referred to, collectively, as the “ Accessibility Laws ”), and there is no pending, or, to Seller’s Knowledge, threatened litigation, administrative action or complaint (whether from state, federal or local government or from any other person, group or entity) relating to compliance of any of the Owned Real Property with the Accessibility Laws;

(e) Except as described on Schedule 3.11(e) , there are no tenants or other persons or entities occupying any space in the Owned Real Property, other than pursuant to tenant leases described in Schedule 3.11(e) and, except as described on Schedule 3.11(e) , no tenants have

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paid rent in advance for more than one month and no improvement credit or other tenant allowance of any material amount is owed to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.11(e) ;

(f) Schedule 3.11(f) sets forth a “rent roll” which sets forth for any leases to physicians at the Healthcare Facilities or other parties where Seller is the landlord: (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the leases; (iii) a list of any then delinquent rental payments; (iv) a list of any material concessions granted to tenants; (v) a list of tenant deposits and a description of any application thereof, and (vi) a list of any uncured material defaults under the leases known to Seller;

(g) Except as described on Schedule 3.11(g) , Seller has not received any written notice of any existing, proposed or contemplated plans to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of all or any part of the Owned Real Property or that would materially and adversely affect the current use of any part of the Owned Real Property;

(h) Except as described on Schedule 3.11(h) , the Owned Real Property is not located within a one hundred year flood plain or, to Seller’s Knowledge, an area identified by the Secretary of Housing and Urban Development as having “special flood hazards,” as such term is used in the National Flood Insurance Act of 1968, as amended and supplemented by The Flood Disaster Protection Act of 1973, and in regulations, interpretations and rulings thereunder; and

(i) Except as described on Schedule 3.11(i) , to Seller’s Knowledge, the existing improvements located upon the Owned Real Property do not encroach upon adjacent premises or upon existing utility company easements and existing restrictions are not violated by the improvements located on the Owned Real Property.

3.12 Title; Sufficiency of Assets. As of the Closing, Seller shall own and hold good and marketable title to the Owned Real Property and good and valid title to all other owned Purchased Assets and a good and valid leasehold interest in the Leased Real Property and Leased Personal Property, subject to no mortgage, lien, pledge, security interest, conditional sales agreement, right of first refusal, option, restriction, liability, encumbrance, or charge other than the Permitted Encumbrances referenced on Schedule 3.12 . The Purchased Assets consist of all the assets used to operate and are adequate for the purposes of operating the Healthcare Facilities in the manner in which it has been operated prior to Closing except for assets utilized by SunLink in its home office such as computers, copiers, licensed software, cost report records, etc. to provide accounting, financial and management services to Seller and other healthcare facilities owned by SunLink. Except as may be set forth in Schedule 3.12 , to Seller’s Knowledge, there are no material facts or conditions affecting the Purchased Assets (exclusive of those affecting generally the healthcare industry or other healthcare facilities similarly situated with the Healthcare Facilities) which would reasonably be expected, individually or in the aggregate, to interfere with the use, occupancy or operation of the Purchased Assets substantially as currently used, occupied or operated, or their adequacy for such use.

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3.13 Employee Benefit Plans. Attached hereto is an accurate list ( Schedule 3.13 ) of all “employee welfare benefit plans” and “employee pension benefit plans,” as such terms are defined by the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), and any other group employee benefit plan or similar agreement or arrangement maintained by or for the benefit of Seller (collectively, the “ Employee Benefit Plans ”) which relate to the Hospital. Neither Seller nor any Affiliate of Seller has taken any action, or omitted to take any action, with respect to the Employee Benefit Plans which reasonably would be expected to result in a Lien on any of the Purchased Assets.

3.14 Litigation or Proceedings. Schedule 3.14 contains an accurate list of all litigation pending with respect to the Seller or the Healthcare Facilities. Seller is not in default under any order of any court or federal, state, municipal, or other governmental department, commission, board, bureau, agency or instrumentality related to the Healthcare Facilities. Except as set forth in a writing delivered by Seller to Buyer or as set forth on Schedule 3.14 , there are no claims, actions, suits, proceedings, or investigations pending, or, to the Knowledge of Seller, threatened against or related to the Healthcare Facilities, at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality wherever located.

3.15 Environmental Laws. As of the Closing, except as set forth on Schedule 3.15 or as disclosed in the Phase I: (i) the Owned Real Property is in material compliance with applicable federal, state or local statutes, regulations, laws or orders pertaining to the protection of human health and safety or the environment (collectively, “ Environmental Laws ”), including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act, as amended (“ CERCLA ”), and the Resource Conservation and Recovery Act, as amended (“ RCRA ”) and (iii) Seller has not received any notice alleging or asserting either a violation of any applicable Environmental Law or a legal obligation to investigate, assess, remove, or remediate any property that is a Purchased Asset under this Agreement, including but not limited to the Owned Real Property, under or pursuant to any Environmental Law. Except as set forth on Schedule 3.15 hereto, to Seller’s Knowledge, no Hazardous Substances have been, and through the Closing Date will not be, possessed, managed, processed, released, handled, disposed of on or released or discharged from or onto, or to Seller’s Knowledge, threatened, to be released from or onto, the Owned Real Property or Leased Real Property (including groundwater) by Seller in violation of any applicable Environmental Law. Except as set forth on Schedule 3.15 hereto, Seller has not allowed, and, to Seller’s Knowledge, no prior owners, operators or occupants of the Owned Real Property have allowed, any Hazardous Substances to be discharged, possessed, managed, processed, released, or otherwise handled on the Owned Real Property in a manner which is in violation of any Environmental Law not subsequently remedied, and Seller has complied in all material respects with Environmental Laws applicable to any part of the Owned Real Property. Seller shall promptly notify Buyer should Seller become aware of any lien, notice, litigation, or threat of litigation relating to any alleged or actual unauthorized release of any Hazardous Substance with respect to any part of the Owned Real Property. Except as set forth on Schedule 3.15 , to Seller’s Knowledge, the physical plants located on the Owned Real Property do not contain regulated asbestos-containing material in any form. Without in any way limiting the generality of the foregoing, to Seller’s Knowledge, (a) all underground storage tanks located on

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the Owned Real Property and relevant information in Seller’s possession relating to the capacity, uses, dates of installation and contents of such tanks located on the Owned Real Property is identified in Schedule 3.15 ; (b) there are no, nor have there ever been, any collection dumps, pits, and disposal facilities or surface impoundments located on the Owned Real Property for the containment of Hazardous Substances except any identified in Schedule 3.15 ; and (iii) all existing underground storage tanks known to Seller have been maintained in material compliance with applicable Environmental Laws during Seller’s ownership.

3.16 Hill-Burton and Other Liens. Except as set forth on Schedule 3.16 , the Healthcare Facilities are not subject to any loans, grants or loan guarantees pursuant to the Hill-Burton Act program, the Health Professions Educational Assistance Act, the Nurse Training Act, the National Health Planning and Resources Development Act, and the Community Mental Health Centers Act, as amended, or similar laws or acts relating to healthcare facilities. The transactions contemplated hereby will not result in any obligation on Buyer or any of its Affiliates to repay any of such loans, grants or loan guarantees.

3.17 Taxes. With respect to the Healthcare Facilities, except as otherwise set forth on Schedule 3.17 , Seller has filed all federal, state and local tax returns required to have been filed by it (all of which are true and correct in all material respects) and has duly paid or made provision for the payment of all taxes (including any interest or penalties and amounts due state unemployment authorities) which are shown due and payable on any tax returns for which Seller has liability to the appropriate tax authorities. Seller has withheld required amounts from its employees’ compensation in substantial compliance with applicable withholding and similar provisions of the Internal Revenue Code of 1986 (the “ Code ”), including employee withholding and social security taxes, and any and all other applicable laws. No deficiencies for any of such taxes have been asserted, or to Seller’s Knowledge, threatened, and no audit on any such returns is currently under way or, to Seller’s Knowledge, threatened. There are no outstanding agreements by Seller for the extension of time for the assessment of any such taxes. Except as set forth on Schedule 3.17 , Seller has not taken and will not take any action in respect of any federal, state or local taxes (including, without limitation, any withholdings required to be made in respect of employees) which may have a Material Adverse Effect upon Seller, the Healthcare Facilities as of or subsequent to Closing. There are no tax liens on any of the Purchased Assets and, to Seller’s Knowledge; no basis exists for the imposition of any such liens (other than for liens that arise for taxes that are not yet due and payable).

3.18 Employee Relations.

(a) Except as set forth on Schedule 3.18(a) hereto, there has not been within the last three (3) years, there is not presently pending, or to Seller’s Knowledge, threatened, and no event has occurred or circumstance exists, in either case known to Seller, that could provide the basis for, any strike, slowdown, picketing, work stoppage, or employee grievance process, or any proceeding against or affecting Seller or the Healthcare Facilities relating to an alleged violation of any legal requirements pertaining to labor relations, including any charge, complaint, or unfair labor practices claim filed by an employee, union, or other Person with the National Labor Relations Board or any comparable governmental body, organizational activity, or other labor dispute against or affecting Seller. With respect to Seller employees, (i) no collective bargaining

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agreement exists or is currently being negotiated by Seller; (ii) to Seller’s Knowledge, no application for certification of a collective bargaining agent is pending; (iii) no demand on Seller has been made for recognition by a labor organization; (iv) to Seller’s Knowledge, no union representation question exists or union organizing activities are taking place; and (v) none of Seller employees is represented by any labor union or organization.

(b) To Seller’s Knowledge, Seller has complied in all material respects with applicable legal requirements relating to employment; employment practices; terms and conditions of employment; equal employment opportunity; nondiscrimination; immigration; wages; hours; benefits; payment of employment, social security, and similar taxes; occupational safety and health; and plant closing related to the Healthcare Facilities, the non-compliance with which would reasonably be expected to result in any material liability. Except as set forth in Schedule 3.18(b) , Seller is not liable for the payment of any compensation, damages, taxes, fines, penalties, interest, or other amounts, however designated, for failure to comply with any of the foregoing legal requirements. Except as set forth in Schedule 3.18(b) , there are no pending or, to Seller’s Knowledge, threatened claims before the Equal Employment Opportunity Commission (or comparable state agency), complaints before the Occupational Safety and Health Administration (or comparable state agency), wage and hour claims, unemployment compensation claims, workers’ compensation claims, or the like related to the Hospital.

(c) Seller has made available for inspection by Buyer the personnel records of all of Seller’s employees who provide services at the Healthcare Facilities and the salary or wage records for such employees including records reflecting paid-time-off that is accrued or credited but unused or unpaid. Schedule 3.18(c) lists each employment, consulting, independent contractor, bonus, or severance agreement to which Seller is a party and which relates primarily to the operation of the Healthcare Facilities (copies of each having been made available for inspection by Buyer). Schedule 3.18(c) lists the employees who had an “employment loss,” as such term is defined in the Worker Adjustment and Retraining Notification Act (the “ WARN Act ”), within the ninety (90) days preceding the Closing; in relation to the foregoing, Seller has not violated the WARN Act or any similar state or local legal requirements. Except as set forth in Schedule 3.18(c), to Seller’s Knowledge, no officer, director, agent, employee, consultant, or independent contractor of Seller is bound by any contract that purports to limit the ability of such officer, director, agent, employee, consultant, or independent contractor to engage in or continue or perform any conduct, activity, duties or practice relating to the business of Seller.

3.19 Agreements and Commitments. Schedule 3.19 contains an accurate list of all contracts, leases, and agreements of Seller which to Seller’s Knowledge materially affect the Healthcare Facilities or the operation thereof and has made available for inspection by Buyer all such documents, including, without limitation, (a) Physician Employment Agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other contracts or

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commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting Seller, the Healthcare Facilities, (l) contracts or commitments providing for payments based in any manner on the revenues or profits of Seller or the Healthcare Facilities, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Healthcare Facilities, (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Healthcare Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by the Healthcare Facilities. However, with respect to items (f), (g), (m), (n), and (o) above, Seller makes such representations only with respect to those involving future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, and to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to and assumed by Buyer.

3.20 The Contracts. Schedule 1.1(i) sets forth a true and complete list of the Contracts constituting Assumed Liabilities. Seller has made available for inspection by Buyer true and correct copies of the Contracts. Seller represents and warrants with respect to the Contracts that:

(a) The Contracts constitute valid and legally binding obligations of Seller and are enforceable against Seller in accordance with their terms except as such enforcement may be limited by laws affecting creditors or contractors rights generally and by general equitable principles;

(b) Each Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof; and

(c) All material obligations required to be performed by Seller under the terms of the Contracts prior to Closing have been or will have been performed in all material respects prior to Closing and each of such Contracts is in full force and effect without existing material default on the part of Seller.

3.21 Inventory. The Inventory constituting a part of the Purchased Assets is, in the opinion of the Responsible Officers, (i) substantially of a quality and quantity presently usable and salable in the ordinary course of business of the Healthcare Facilities and (ii) on the Closing Date, will be being maintained at levels sufficient in all material respects for the operation of the Healthcare Facilities in the ordinary course of business consistent with past practice.

3.22 Insurance. Seller has delivered to Buyer an accurate schedule ( Schedule 3.22 ) disclosing the insurance policies covering the ownership and operations of the Healthcare Facilities (other than those related to any Employee Benefit Plans), which Schedule reflects the policies’ numbers, identity of insurers, amounts, and coverage. All of such policies are in full force and effect. Seller has given in a timely manner to its insurers all notices required to be given

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under its insurance policies with respect to all of the claims and actions covered by insurance, and no insurer has denied coverage of any such claims or actions. Except as set forth on Schedule 3.22 , Seller has not (a) received any written notice or other communication from any such insurance company canceling or materially amending any of such insurance policies and to Seller’s Knowledge, no such cancellation or amendment is threatened or (b) failed to give any required notice or present any claim which is still outstanding under any of such policies with respect to Seller or the Healthcare Facilities.

3.23 Medical Staff Matters. Seller has made available for inspection by Buyer a true, correct and complete copy of the Hospital’s medical staff bylaws, rules and regulations. The physicians listed on Schedule 3.23 hereto are current members in good standing of the active Hospital medical staff with privileges to perform medical services at the Hospital. Except as set forth in Schedule 3.23 , there are no adverse actions pending with respect to any of the physicians listed on Schedule 3.23 or with any applicant for privileges at the Hospital, and there are no pending, or to Seller’s Knowledge, threatened, disputes with any applicants, staff members, or health professional Affiliates associated with the Hospital, and Seller knows of no basis therefor. Except as set forth in Schedule 3.23 , there is no pending appeal periods applicable to any applicant of the Hospital or any of the physicians listed on Schedule 3.23 .

3.24 Experimental Procedures. During the past five (5) years Seller has not performed or permitted the performance of any Experimental Procedures involving patients in the Healthcare Facilities not authorized and conducted in accordance with the procedures of the applicable Institutional Review Board.

3.25 Condition of Assets . Except as set forth on Schedule 3.25 , substantially all of the tangible Purchased Assets are generally in good condition, ordinary wear and tear excepted. Except as expressly set forth in this Agreement, or the instruments of transfer of the Purchased Assets, to Seller’s Knowledge, Schedule 3.25 lists any known noncompliance with applicable building and safety codes in the buildings, structures, facilities and major equipment.

3.26 Compliance Program. Seller has provided or made available for inspection by Buyer a copy of Seller’s current compliance program materials, other than materials subject to a legal privilege which Seller believes could be waived by such provision, including without limitation, all program descriptions, compliance officer and committee descriptions, ethics and risk area policy materials, training and education materials, auditing and monitoring protocols, reporting mechanisms, and disciplinary policies pertaining to the Healthcare Facilities. Except to the extent set forth on Schedule 3.26 , Seller (a) is not a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services, (b) has no reporting obligations pursuant to any settlement agreement entered into with any Governmental Entity, (c) has not, to Seller’s Knowledge, been the subject of any government payer program investigation conducted by any federal or state enforcement agency, (d) has not been a defendant in any qui tam/False Claims Act litigation, (e) has not been served with or received any search warrant, subpoena, civil investigative demand, or, to Seller’s Knowledge, any contact letter from any federal or state enforcement agency (except in connection with medical services provided to third parties who may be defendants or the subject of investigation into conduct unrelated to the operation of the Healthcare Facilities), and (f) has not received any complaints from employees,

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physicians, or any other Person that would indicate that Seller has violated any law or regulation. Schedule 3.26 includes a list of each audit and investigation conducted by Seller pursuant to its compliance program during the last three (3) years and related to or involving the Healthcare Facilities. For purposes of this Agreement, the term “ compliance program ” refers to provider programs of the type described in the compliance guidance published by the Office of Inspector General of the Department of Health and Human Services.

3.27 Disclosure. This Agreement and Schedules and all Closing Documents (as defined below) of Seller do not and will not include any untrue statement of a material fact relating to Seller, the Healthcare Facilities. Copies of all documents referred to in any Schedule, to the extent in Seller’s possession, have been made available for inspection by Buyer and constitute accurate copies thereof and include all amendments, exhibits, schedules, appendices, supplements or modifications thereto or waivers thereunder in Seller’s possession. The term “ Closing Documents ” means those documents executed and delivered by Seller at the Closing pursuant to Section 2 above.

3.28 No Broker. Except as set forth on Schedule 3.28 , Seller has not engaged any broker, investment banker, financial advisor or other Person or entity on a contingency fee basis in connection with the transactions contemplated by this Agreement.

3.29 No Additional Warranties. THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN ARE THE ONLY REPRESENTATIONS OR WARRANTIES GIVEN BY THE SELLER. BUYER HEREBY ACKNOWLEDGES THAT, PRIOR TO THE CLOSING DATE, IT WILL HAVE CONDUCTED OR HAD THE OPPORTUNITY TO CONDUCT ITS OWN INSPECTION AND INVESTIGATION OF SELLER AND THE PURCHASED ASSETS AND EXCEPT WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT, IS PURCHASING THE PURCHASED ASSETS WITH NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, EITHER ORAL OR WRITTEN, MADE BY SELLER OR ANY AGENT OR REPRESENTATIVE OF SELLER.

3.30 Other Information . Buyer agrees that neither Seller nor any directors, officers, managers, employees, attorneys, accountants, brokers, finders, investment advisors or bankers or other agents will have or be subject to any liability to Buyer or any other Person resulting from the provision to Buyer, or Buyer’s use of, any information, document, or material made available to Buyer by Seller in any “data room” (electronic or otherwise), management presentation or any other form in anticipation of the transactions contemplated by this Agreement, other than information, documents, or materials incorporated in or referenced in the representations and warranties contained herein. In connection with Buyer’s investigation of the Healthcare Facilities, Buyer may have received from or on behalf of Seller of budgets and/or oral estimates, projections, forecasts or plans with respect to future operation of the Healthcare Facilities. Buyer acknowledges that there are uncertainties inherent in such a budget and/or estimates, projections and other forecasts and plans, that Buyer is familiar with such uncertainties, that Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of any such budget, estimates, projections, forecasts or plans.

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3.31 Third Party Payor Cost Reports . Seller has duly filed all required cost reports for all the fiscal years through and including the fiscal year specified on Schedule 3.31 . To Seller’s Knowledge, all of such cost reports accurately reflect the information required to be included thereon and such cost reports do not claim reimbursement in any amount in excess of the amounts to which Seller believes it is entitled by law or applicable agreements. Schedule 3.31 indicates which of such cost reports have not been audited and finally settled and a brief description of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and, to the Seller’s Knowledge, any and all other unresolved claims or disputes in respect of such cost reports. Seller has established reserves believed to be adequate to cover any reasonably expected potential reimbursement obligations that Seller may have in respect of any such third party cost reports, and such reserves are set forth in the Financial Statements.

3.32 Intellectual Property; Computer Software . The material items of Intellectual Property currently owned, leased or licensed by Seller are listed in Schedule 3.32 . No proceedings are pending, or to the Seller’s Knowledge, threatened, which challenge the validity of the ownership by Seller of such Intellectual Property and, to the Seller’s Knowledge, there is no basis therefor. Seller has not licensed anyone to use such Intellectual Property and to the Seller’s Knowledge, there is no use or infringement of any such Intellectual Property by any other person. To the Seller’s Knowledge, Seller owns (or possesses adequate and enforceable licenses or other rights to use) the items of Intellectual Property, and computer software programs and similar systems used in the conduct of its business except for Intellectual Property, and those items of software and similar items, owned or licensed by or to SunLink and held or made available for use by its hospital and other subsidiaries including Seller.

3.33 Improper Payments . To the Knowledge of Seller, neither it nor any of their respective directors, officers, employees or agents, have made any bribes, kickbacks or other illegal payments to, or received any such illegal payments from, customers, vendors, suppliers or other persons contracting with the Seller has not proposed or offered to make or receive any such illegal payments.

4. REPRESENTATIONS AND WARRANTIES OF BUYER. As of the date hereof, and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date, Buyer represents and warrants to Seller the following:

4.1 Existence and Capacity. Buyer is a limited liability company, duly organized and validly existing in good standing under the laws of the State of Florida. Buyer has the requisite power and authority to enter into this Agreement and the other documents and agreements contemplated hereby and to perform its obligations thereunder and to conduct its business as now being conducted.

4.2 Powers; Consents; Absence of Conflicts With Other Agreements, Etc . The execution, delivery, and performance of this Agreement by Buyer and all other agreements referenced herein, or ancillary hereto, to which Buyer is a party and the consummation of the transactions contemplated therein by Buyer:

(a) are within its powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action;

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(b) except as provided in Buyer’s Schedule 4.2 to this Agreement, do not require any approval or consent of, or filing with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority;

(c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound; and

(d) will not violate any statute, law, rule, regulation or any judgment, writ, injunction, decree, or order of any governmental authority.

4.3 Binding Agreements. This Agreement and all agreements to which Buyer will become a party pursuant hereto are and will constitute the valid and legally binding obligations of Buyer and are and will be enforceable against Buyer in accordance with the respective terms hereof and thereof except as such enforcement may be limited by laws affecting creditors’ rights generally and by general equitable principles.

4.4 Available Capital. Buyer has funds in amounts sufficient to pay the Purchase Price to the Seller and will at the Closing have immediately available funds, which are sufficient to pay the cash portion of the Purchase Price.

4.5 Litigation or Proceedings. Other than as set forth on Schedule 4.5 hereto, there is no proceeding pending or, to the Knowledge of Buyer, threatened against Buyer (or any Affiliate thereof) (i) with respect to which there is a reasonable likelihood of a determination which, individually, or in the aggregate, would materially hinder or impair the consummation of the transactions contemplated by this Agreement or (ii) which seeks to enjoin or obtain damages in respect to the consummation of the transactions contemplated by this Agreement.

4.6 Performance. To the Knowledge of Buyer, there are no facts or circumstances that may reasonably be expected adversely to affect in any material respect Buyer’s ability to perform its obligations under this Agreement.

5. COVENANTS OF SELLER PRIOR TO CLOSING. Between the date of this Agreement and the Closing (or earlier termination of this Agreement):

5.1 Information. Seller shall afford Buyer access on a strictly confidential basis (i) to the officers and authorized representatives of Buyer to inspect the Purchased Assets at a time scheduled with Seller’s Representative, (ii) to inspect the books, and records of the Healthcare Facilities and the Responsible Officers of Seller at a time scheduled with Seller’s Representative; and (iii) at reasonable times, to inspect such additional financial and operating data, employee lists with length of service and rates of pay, and other information in Seller’s possession regarding the business, employees and properties of Seller pertaining to the Healthcare Facilities as Buyer may

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from time to time reasonably request. Buyer’s right of access and inspection shall be exercised in a strictly confidential manner so as not to interfere with the normal operations of the Healthcare Facilities or Seller, and shall be coordinated by Buyer’s Representative through Seller’s Representative.

5.2 Operations. Seller will:

(a) carry on its business pertaining to the Healthcare Facilities in substantially the same manner as presently conducted, and not make any material change in personnel, operations, finance, accounting policies, or real or personal property pertaining to the Healthcare Facilities;

(b) maintain the Hospital and substantially all the parts thereof in normal operating condition, ordinary wear and tear excepted;

(c) perform its obligations under material agreements relating to or affecting the Healthcare Facilities;

(d) keep in full force and effect present insurance policies or other comparable insurance pertaining to the Healthcare Facilities; and

(e) use commercially reasonable efforts to maintain and preserve its business organizations at the Healthcare Facilities intact, retain its present employees and maintain its relationships with physicians, suppliers, customers, and others having business relations with the Seller.

5.3 Negative Covenants. Seller will not, without the prior written consent of Buyer (no such consent to be unreasonably withheld, delayed or conditioned):

(a) amend in any materially adverse respect or terminate any of the Contracts to be assigned to and assumed by Buyer, or, except in the ordinary course of business of the Healthcare Facilities, enter into any contract or commitment, or incur or agree to incur any liability of or relating to the Healthcare Facilities, except as provided herein or in the ordinary course of business of the Healthcare Facilities and in no event greater than Fifty Thousand Dollars ($50,000) per item and except that any new physician employment agreement shall require Buyer’s consent, no such consent to be unreasonably withheld or delayed;

(b) except in the ordinary course of Business, incur any material liability under any contract or commitment related to the Healthcare Facilities with physicians or other referral sources;

(c) except in the ordinary course of Business, increase benefits arrangements or compensation payable or to become payable, or make any bonus payment to or otherwise enter into one or more bonus agreements (including, without limitation, adopt any employee retention plan or severance plan other than such “stay or retention bonus” for one or more executives of Seller as may reasonably be deemed advisable by Seller) with any Seller employee, except in the ordinary course of business in accordance with existing personnel policies;

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(d) sell, assign, lease, or otherwise transfer or dispose of any property, plant, or material equipment pertaining to the Healthcare Facilities except in the normal course of business with comparable replacement of any non-obsolete or obsolescent equipment, so soled, assigned, leased or transferred;

(e) incur costs in respect of construction-in-progress pertaining to the Healthcare Facilities in excess of Fifty Thousand Dollars ($50,000) in the aggregate;

(f) take any material action outside the ordinary course of business of Seller except as required hereunder in connection herewith or required by law or regulation or as provided in any transition services plan mutually agreed upon with Buyer which, in any such case, would reasonably be expected to be materially adverse to the financial condition or operations of the Healthcare Facilities;

(g) sell, transfer, otherwise dispose of any material item of the Purchased Assets or reduce inventory of the Healthcare Facilities, except in any such case in the ordinary course of business;

(h) enter into a collective bargaining agreement;

(i) make charitable contributions on behalf of the Healthcare Facilities other than the provision of indigent and charity care services consistent with historic practices;

(j) without first obtaining Buyer’s consent (which consent may be withheld in Buyer’s sole discretion), convey any rights in the Owned Real Property, or enter into any option, lease, security documents, easement (other than any normal utility easements) or similar agreement, which in any such case grants to any person or entity (other than Buyer) any rights with respect to the Owned Real Property or any part thereof or any interest therein;

(k) change in any material respect accounting, collection or payment practices or policies in respect of the Healthcare Facilities, except as required by law or changes in GAAP; or

(l) enter into any agreement which is reasonably expected by Seller to have a Material Adverse Effect on the Healthcare Facilities.

5.4 Governmental Approvals. Seller shall (i) use commercially reasonable efforts to obtain governmental approvals (or exemptions therefrom), if any, which are necessary or required by Seller to allow Seller to perform its obligations under this Agreement; and (ii) cooperate reasonably with Buyer and its representatives and counsel as reasonably requested by Buyer in connection with Buyer obtaining any governmental approvals, licenses and permits (or exemptions therefrom) which are necessary for Buyer’s consummation of the transactions contemplated herein.

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5.5 Additional Financial Information. Within thirty (30) days following the end of each calendar month prior to Closing), Seller shall deliver to Buyer true and complete copies of the internal department financial and operational reports (collectively, the “ Interim Statements ”) of, or relating to, the Healthcare Facilities for each month then ended, together with a year to date summary. The Interim Statements will be based upon the books and records of Seller and fairly represent in accordance with GAAP in all material respects (except as to the absence of footnotes and subject to audit adjustments) its financial condition and results of operations as of the dates indicated thereon.

5.6 No-Shop Clause. Seller agrees that it will not, at any time following the date of this Agreement and prior to September 1, 2016 or termination of this Agreement: (i) sell, assign or otherwise dispose of, or enter into any binding agreement with any party (other than Buyer) to sell, assign, or otherwise dispose of, all or any significant portion of the Purchased Assets or any ownership interest in Seller or (ii) merge or consolidate the Seller with any other person other than an Affiliate of Seller unless.

5.7 Medical Staff Disclosure. Seller shall deliver to Buyer a written disclosure containing a brief description of any adverse actions by Seller taken against medical staff members or applicants of the Hospital during the past three (3) calendar years which Seller believes may reasonably be expected to result in claims or actions against Seller.

5.8 Surveys. Within five (5) Business Days after the execution of this Agreement by the parties hereto, Seller shall make available to Buyer copies of any existing survey in Seller’s possession of the Owned Real Property to Buyer. Buyer shall be entitled to obtain at Buyer’s expense current as-built surveys of the Owned Real Property (collectively, the “ Surveys ”).

6. COVENANTS OF BUYER PRIOR TO CLOSING. Between the date of this Agreement and the Closing:

6.1 Governmental Approvals. Buyer shall use commercially reasonable efforts to obtain all governmental approvals, licenses and permits (or exemptions therefrom) that are attainable prior to Closing, which are necessary or required to allow Buyer to perform its obligations under this Agreement and to assist and cooperate with Seller and its representatives and counsel in obtaining all governmental consents, approvals, and licenses which Seller deems necessary or appropriate and in the preparation of any document or other material which may be required by any governmental agency as a predicate to or as a result of the transactions contemplated herein.

6.2 Title Commitment. Buyer shall be responsible, at its expense, for obtaining such title commitment for the Owned Real Property (“ Title Commitment ”) issued by such title insurance company as shall be acceptable to Buyer and Seller (the “ Title Company ”). Buyer shall be entitled to make any reasonable objection to any title matters shown on the Title Commitment or Surveys by a written notice of objections delivered to Seller on or before August 15, 2016. Buyer agrees that each of the Permitted Encumbrances listed in Schedule 3.12 shall not be included in any such notice of objections, unless any such Permitted Encumbrance would materially impair the continued use and operation of the Healthcare Facilities in the manner

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currently operated by Seller. Seller shall have no obligation to remove or cure title objections, except for the following items, which shall be removed or cured by Seller by or at Closing: (i) any lien for taxes for calendar years prior to 2016 and (ii) any exceptions or encumbrances to title which are created by Seller after the date of this Agreement and not permitted by Section 5.3(j) . As to any other exceptions or objections raised by Buyer, Seller shall have ten (10) Business Days from the receipt of Buyer’s notice of objections to have such exceptions or objections removed, or, if acceptable to Buyer, to provide affirmative title insurance protection for such exceptions reasonably satisfactory to Buyer. If Seller fails either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections reasonably satisfactory to Buyer in Buyer’s sole discretion within such ten (10) day period, then Buyer may elect to terminate this Agreement by delivering written notice to Seller no later than three (3) business days following such period. Buyer shall have the right at any time on or prior to the Closing Date to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. Buyer shall have the right to object to any adverse change in title (to the extent not arising by, through or under Buyer) which first appears of record after the date of this Agreement and on or prior to the Closing Date which change would materially adversely affect the use of the Healthcare Facilities in and for substantially the use to which such Healthcare Facilities are presently being employed or involve a loss in the fair market value (as reasonably determined by independent MAI appraisal by an appraiser mutually agreed by Seller and Buyer) of the Owned Real Property in excess of $500,000, and if Seller cannot or will not cure or satisfy any such objection (or any objection which Seller has previously undertaken to cure or satisfy) on or prior to the Closing Date, Buyer may either terminate this Agreement or waive such objection.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER. Notwithstanding anything herein to the contrary, the obligations of Buyer to consummate the transactions described herein are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent unless (but only to the extent) waived in writing by Buyer at the Closing:

7.1 Representations/Warranties. The representations and warranties of Seller contained in this Agreement, considered as a whole, shall be true in all material respects at Closing, when read in light of Schedules, if any, which have been updated in accordance with the provisions of Section 12.1 hereof (except for representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct in all material respects as of such date), as though such representations and warranties had been made on and as of such Closing Date. Seller’s covenants set forth in this Agreement required to be complied with or performed on or before the Closing Date pursuant to the terms hereof shall have been duly complied with and performed in all material respects or waived by Buyer at or prior to Closing.

7.2 Pre-Closing Confirmations. Buyer, assuming its exercise of due diligence and commercially reasonable efforts to obtain, shall have, at its sole cost and expense, obtained documentation or other evidence reasonably satisfactory to Buyer that Buyer has:

(a) Received approval from Government Entities to the extent any such approval is required to complete the transactions herein contemplated (a list of those material approvals, which to Seller’s Knowledge are required, being attached as Schedule 7.2 ); and

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(b) Obtained the other consents and approvals set forth on Schedule 7.2 (the “ Required Consents ”) as may be legally or contractually required for the consummation of the transactions described herein if the failure to receive the same would result in a Material Adverse Effect.

7.3 Title Commitment. At the Closing, Buyer, assuming its exercise of due diligence and commercially reasonable efforts to obtain, shall, at its sole cost and expense, have obtained, from the Title Company a commitment to issue an owner’s title policy to Buyer on the Owned Real Property, on the Closing Date, assuming the payment of an amount no greater than its standard rate, its standard ALTA form owner’s policy of title insurance, insuring in the amount of the fair market value (as reasonably determined by independent appraisal) of the Owned Real Property that title to the Owned Real Property is vested of record in Buyer on the Closing Date, subject only to the Permitted Encumbrances that Seller is not required to remove or cure pursuant to Section 6.2 , unless Seller otherwise removes or cures any such encumbrance (other than Permitted Encumbrances which Seller is not required to remove) after objection thereto by Buyer pursuant to Section 6.2 .

7.4 Actions/Proceedings. No order, investigation, judgment or ruling shall have been issued by any court or governmental agency or body of competent jurisdiction restraining or prohibiting the transactions herein contemplated, and no such governmental agency or body shall have taken any other action, passed any law, or adopted any regulation which prohibits or renders illegal the consummation of the transactions contemplated by this Agreement.

7.5 Adverse Change. Since the date hereof, there shall not have occurred any event, change or occurrence that has had a Material Adverse Effect on Seller, and Seller shall not have suffered any material casualty loss or damage to the Purchased Assets in excess of $500,000 not covered by insurance.

7.6 Insolvency. Seller shall not (i) be in receivership or dissolution, (ii) have made any assignment for the benefit of creditors, (iii) have admitted in writing its inability to pay its debts as they mature, (iv) have been adjudicated a bankrupt, or (v) have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state, nor shall any such petition have been filed against Seller (individually, an “ Insolvency Event ”, and, collectively, “ Insolvency Events ”).

7.7 Consents. Buyer, assuming its exercise of due diligence and commercially reasonable efforts, shall have obtained all consents of third parties under the Contracts, if any, or from lessors in respect of the Leased Real Property, which are reasonably necessary to complete effectively the transactions herein contemplated shall have been obtained if the failure to obtain the same would result in a Material Adverse Effect.

7.8 Vesting. Seller shall have transferred and conveyed to Buyer, the Purchased Assets accompanied by such instruments of transfer necessary or appropriate to transfer to and effectively vest in Buyer all right, title, and interest of Seller in and to the Purchased Assets.

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7.9 Closing Deliveries. Seller shall have made the deliveries required to be made by it under Section 2.1 hereof.

7.10 Governmental Authorizations. Buyer shall have obtained all material licenses, permits, approvals, certificates of need and authorizations from governmental agencies or governmental bodies that are customarily obtainable prior to Closing and necessary or required for Buyer to complete the transactions contemplated by this Agreement and the operation of the Hospital by Buyer after the Closing if the failure to obtain the same would result in a Material Adverse Effect (a list of those material licenses, permits, approvals and authorizations which are to Seller’s Knowledge required, being attached as Schedule 7.2 ). Seller shall have obtained all material licenses, permits, approvals and authorizations from governmental agencies or governmental bodies that are necessary or required for completion by Seller of the transactions contemplated by this Agreement. All consents, waivers and estoppels of third parties which are reasonably necessary to complete effectively the transactions herein contemplated shall have been obtained in form and substance reasonably satisfactory to Buyer if the failure to obtain the same would result in a Material Adverse Effect.

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. Notwithstanding anything herein to the contrary, the obligations of Seller to consummate the transactions described herein are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent unless (but only to the extent) waived in writing by Seller at the Closing:

8.1 Representations/Warranties . The representations and warranties of Buyer contained in this Agreement, considered as a whole, shall be true and correct in all material respects as of the Closing Date with the same force and effect as though such representations and warranties had been made on the Closing Date (except, in either case, for such representations and warranties which by their express provisions are made as of an earlier date, in which case they shall be true and correct as of such date). Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by Buyer on or before the Closing Date pursuant to the terms hereof shall have been duly complied with and performed in all material respects or waived by Seller at or prior to Closing.

8.2 Actions/Proceedings. No order, injunction, judgment or ruling shall have been issued by any court or governmental agency or body of competent jurisdiction restraining or prohibiting the transactions herein contemplated, and no such governmental agency or governmental body shall have taken any action any other action, passed any law, or adopted any regulation which prohibits or renders illegal the consummation of the transactions contemplated by this Agreement.

8.3 Closing Deliveries. Buyer shall have made the deliveries required to be made by it under Section 2.2 hereof.

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9. COVENANTS NOT TO COMPETE.

9.1 Seller’s Covenant Not to Compete and Non-Solicitation. Seller hereby covenants that at all times from the Closing Date until the fifth (5th) anniversary of the Closing Date, Seller shall not, and shall cause SunLink and its Affiliates, and each of their successors and assigns, not to, directly or indirectly, (i) except as a consultant or contractor to or of Buyer (or any Affiliate of Buyer), own, lease, manage, operate, Control, or participate in any manner with the ownership, leasing, management, operation or Control of any business which offers services in competition with those services being provided by the Hospital as of the date of this Agreement within a fifty (50) mile radius of the Hospital campus (the “ Territory ”) without Buyer’s prior written consent (which Buyer may withhold in its discretion) or (ii) directly solicit for employment any Person who at Closing was an employee of Seller; provided, however, that the foregoing shall not prevent the operation by Seller, SunLink or any Affiliate of any pharmacy company, nursing home or home health agency, providing information technology consulting services or assisting or rendering services outside the Territory to any physician on the medical staff of any hospital of SunLink or its subsidiaries or Affiliates who may draw patients from within the Territory to the extent such services are customary and usual services provided to members of such hospital’s medical staff generally.

9.2 Remedies. In the event of a breach of this Section 9 , the parties recognize that monetary damages would be inadequate to compensate the injured party and the injured party shall be entitled, without the posting of a bond or similar security, to an injunction restraining such breach. Nothing contained herein shall be construed as prohibiting the parties from pursuing any other remedy available to them for such breach or threatened breach. All parties hereto hereby acknowledge the necessity of protection against the competition of the other party and its Affiliates and that the nature and scope of such protection has been carefully considered by the parties. The parties further acknowledge and agree that the covenants and provisions of this Section 9 form part of the consideration under this Agreement and are among the inducements for the parties entering into and consummating the transactions contemplated herein. The period provided and the area covered are expressly represented and agreed to be fair, reasonable and necessary. The consideration provided for herein is deemed to be sufficient and adequate to compensate for agreeing to the restrictions contained in this Section 9 . If, however, any court determines that the foregoing restrictions are not reasonable, such restrictions shall be modified, rewritten or interpreted to include as much of their nature and scope as will render them enforceable. The party who substantially prevails in an action to enforce this Section 9 , shall be entitled to an award of costs and attorneys’ fees to be paid by the non-prevailing party. The Parties agree that in construing this Section 9 in an enforcement action, the court should seek to comport with the reasonable intent and expectations of the Parties and in favor of providing reasonable protection of all legitimate business interest of the Buyer; and further if a court finds that a contractually specified restraint of Section 9 is overly broad, restrictive, or otherwise violates laws applicable to the scope of the restrictive covenant, then the Parties agree that the court may modify the restraint provision and grant only the relief reasonably necessary to protect such interest, or interests, and to achieve the original intent of the Parties to the extent possible.

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10. ADDITIONAL AGREEMENTS.

10.1 Termination Prior to Closing. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time upon the occurrence of any one of the following: (i) on or prior to the Closing Date by mutual consent of Seller and Buyer; (ii) on the Closing Date by Buyer, if satisfaction of any material condition to Buyer’s obligations under Section 7 of this Agreement becomes impossible notwithstanding Buyer’s exercise of its due diligence and commercially reasonable efforts (unless the failure results in whole or in part from Buyer’s breaching any representation, warranty or covenant herein) and such condition shall not have been waived by Seller; (iii) on or prior to the Closing Date by Seller, if satisfaction of any material condition to Seller’s obligations under Section 8 of this Agreement becomes impossible with the exercise of its due diligence and commercially reasonable efforts (unless the failure results from Seller’s breaching any material representation, warranty, or covenant herein) and such condition shall not have been waived by Buyer; (iv) by Buyer if a Material Adverse Effect shall have occurred to the Healthcare Facilities which shall not have been remedied or cease to exist, in either case, within ten (10) Business Days after the occurrence thereof, or (v) by Seller if the Closing shall not have taken place for any reason other than solely Seller’s failure to perform its material obligations under this Agreement by September 30, 2016 unless extended by mutual agreement of Buyer and Seller in which event Seller shall be entitled to be paid the Escrow Amount (it being agreed by the parties that it would otherwise be difficult or impossible to determine Seller’s damages in such event).

10.2 Post Closing Access to Information. Seller and Buyer acknowledge that subsequent to Closing each party may need access to information or documents in the control or possession of the other party for the purposes of concluding the transactions herein contemplated, audits, compliance with governmental requirements and regulations, and the prosecution or defense of third party claims. Accordingly, Seller and Buyer agree that for a period of six (6) years after Closing each will make reasonably available to the other’s agents, independent auditors, counsel, and/or governmental agencies upon written request and at the expense of the requesting party such documents and information as may be available relating to Seller or the Purchased Assets for periods prior and subsequent to Closing to the extent necessary to facilitate concluding the transactions herein contemplated, audits, compliance with governmental requirements and regulations, and the prosecution or defense of claims.

10.3 Preservation and Access to Records After the Closing.

(a) After the Closing, Buyer shall, in the ordinary course of business and to the extent as required by law, keep and preserve in their original form the medical and billing records of patients in the Healthcare Facilities as of the Closing. For purposes of this Agreement, the term “records” includes all documents, electronic data and other compilations of information in any form. Buyer acknowledges that as a result of entering into this Agreement and operating the Healthcare Facilities it will gain access to patient and other information which is subject to rules and regulations regarding confidentiality. Buyer agrees to abide by any such rules and regulations relating to the confidential information it acquires. Buyer agrees to maintain the patient records of Seller which are located at the Healthcare Facilities at the Closing or at the Healthcare Facilities after Closing in accordance with applicable law (including, if applicable, Section 1861(v)(i)(I) of the Social Security Act (42 U.S.C. §1395(v)(l)(i)), the privacy and security requirements of the

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Administrative Simplification subtitle of the HIPAA and applicable state requirements with respect to medical privacy and requirements of relevant insurance carriers, all in a manner consistent with the maintenance of patient records generated at the Healthcare Facilities after Closing.

(b) Upon reasonable notice, during normal business hours, at no out-of-pocket cost or expense to Buyer, Buyer will afford to the representatives of Seller access to and copies of the patient medical and billing records of the Healthcare Facilities to the extent they relate to any services performed or bills rendered during any period prior to Closing for reasonable business purposes. Upon reasonable notice, during normal business hours and at no out-of-pocket cost or expense to Buyer, Buyer shall also make its officers and employees available to Seller at reasonable times and places after the Closing for the foregoing purposes. In addition, Seller shall be entitled, at Seller’s sole risk, to remove from the Healthcare Facilities copies of any such patient and/or billing records, but only for purposes of billing or pending litigation involving a patient to whom such records refer upon Buyer’s receipt of any required consents and authorizations. Any patient record so removed from the Healthcare Facilities shall be promptly returned to Buyer following its use by Seller. Any access to the Healthcare Facilities, their records or Buyer’s personnel granted to Seller in this Agreement shall be upon the condition that any such access not materially interfere with the normal business operations of Buyer.

10.4 Tax and Medicare Effect. None of the parties (nor such parties’ counsel or accountants) has made or is making any representations to any other party (nor such party’s counsel or accountants) concerning any of the tax or reimbursement effects of the transactions provided for in this Agreement as each party hereto represents that each has obtained, or may obtain, independent advice with respect to tax and reimbursement matters and upon which it, if so obtained, has solely relied.

10.5 Reproduction of Documents. This Agreement and all documents relating hereto, including, without limitation, (a) consents, waivers and modifications which may hereafter be executed, (b) the documents delivered at the Closing, and (c) financial statements, certificates and other information previously or hereafter furnished to Seller or to Buyer, may, subject to the provisions of Section 12.9 hereof, be reproduced by Seller and by Buyer by any photographic, photostatic or other similar process and Seller and Buyer may destroy any original documents so reproduced. Seller and Buyer agree and stipulate that any such reproduction shall be admissible in evidence as the original itself in any judicial, arbitral or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by the Seller or Buyer in the regular course of business) and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

10.6 Cooperation on Tax Matters. Following the Closing, the parties shall cooperate fully with each other and shall make available to the other, as reasonably requested and at the expense of the requesting party, and to any taxing authority, all information, records or documents relating to tax liabilities or potential tax liabilities of Seller for all periods on or prior to the Closing and any information which may be relevant to determining the amount payable under this Agreement, and shall preserve all such information, records and documents (to the extent a part of the Purchased Assets delivered to Buyer at Closing) at least until the expiration of any applicable statute of limitations or extensions thereof.

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10.7 Patient Billings.

(a) Buyer Receivables . Buyer has purchased the Accounts Receivable and shall also be entitled to the accounts receivable which arise from services provided to patients of the Healthcare Facilities after the Closing Date (the “ Buyer Receivables ”). The Buyer Receivables shall include, without limitation amounts prepaid by patients to compensate for hospital days and collectible receivables attributable to services rendered on or after the Closing Date to patients of the Healthcare Facilities who were patients of the Healthcare Facilities prior to the Closing and patients of the Healthcare Facilities after the Closing (the “ Straddle Patients ”).

(b) Seller Receivables . To compensate Seller for services rendered and medicine, drugs and supplies provided by Seller prior to the Closing Date with respect to the Straddle Patients, the following shall apply:

(i) Cut-off Billings . To the extent that a payor will accept a cut-off billing, Seller shall prepare cut-off billings for all Straddle Patients as of the date immediately preceding the Closing Date. All payments which are received related to the cut-off billings will be property of Seller.

(ii) Cut-off Billings Not Accepted . If the payor of any Straddle Patient cannot or does not for any reason accept cut-off billings, then Buyer, to the extent Seller or Buyer has an agreement with such payor, shall submit billings to such payor for the entire portion of such Straddle Patient’s stay. To the extent applicable, Buyer shall provide to Seller a copy of all remittance advices or other documentation related thereto within fifteen (15) days after submitting claims for Straddle Patients to payors. To the extent Buyer or Seller is entitled to receive funds from such payor, Buyer or Seller, as the case may be, shall remit to the other within fifteen (15) days after each receipt of payment with respect to such billing the amount determined owing to it computed by:

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To the extent that Buyer or Seller does not have an agreement with such payor, then Buyer shall within fifteen (15) days after the date of discharge of any Straddle Patient, provide Seller with such assignments and documentation as may be necessary, including but not limited to remittance advices or other documentation related thereto, for Seller to submit billings to such payor for the entire portion of such Straddle Patient’s stay. Seller shall then remit to Buyer within fifteen (15) days after each receipt of payment with respect to such billing the amount determined by multiplying the total payment received for such Straddle Patient by a fraction, the numerator of which shall be the number of days such Straddle Patient was a patient following the Closing Date, and the denominator of which shall be the total number of days such Straddle Patient was a patient, both before and after the Closing Date.

10.8 Cost Reports. Within the time required by statute and regulation, Seller will prepare and file with respect to the Healthcare Facilities all facility and home office cost reports relating to periods ending prior to the Closing Date, including terminating cost reports for Medicare, Medicaid and other applicable governmental and private health benefit plans. Seller will provide copies of all such cost reports to Buyer. All amounts due to, or owed by, Seller for any such cost report settlements or adjustments will be for the account of Seller. Seller shall, within ten (10) Business Days after receipt of Buyer’s written request therefor, reimburse Buyer for any cost report adjustments or other Medicare, Medicaid or other governmental program or third party payor adjustments withheld from Buyer after the Closing Date consisting of overpayments, adjustments or other amounts owed by Seller for any period prior to the Closing Date. Buyer shall, within ten (10) Business Days after receipt of Seller’s written request therefor, reimburse Seller for any cost report adjustments or other Medicare, Medicaid or other governmental program or third party payor adjustments or payments paid to Buyer after the Closing Date consisting of underpayments, adjustments or other amounts owed to Seller for any period prior to the Closing Date.

10.9 Employee Matters.

(a) After the Closing Date, Buyer shall continue the employment of substantially all the active employees of the Healthcare Facilities in good standing as of the Closing Date, subject to Buyer’s normal employment qualifications for employment, in positions and at compensation levels reasonably consistent with those being provided by Seller immediately prior to the Closing Date (“ Retained Employees ”). Nothing herein shall be deemed to create or grant to any such employees of Seller third party beneficiary rights or claims of any kind or nature. Notwithstanding anything to the contrary in this Agreement, Buyer and Seller agree that Buyer shall continue employment of at least the minimum number of Seller’s employees as of the Closing, and upon such terms of employment, as necessary so as not to cause Seller to violate the WARN Act (defined below) in connection with the transition of the ownership of Seller from Seller to Buyer at the Closing. Buyer shall (i) promptly upon Closing place all Retained Employees under Buyer’s employee benefit plans and (ii) continue to recognize the Retained Employees’ accrued seniority for purposes of Buyer’s employee benefit plans to the extent allowed or authorized by terms, qualifications and limitations of said plans, and to the extent that such recognition does not require retroactive funding by Buyer for time or seniority accumulated by an employee of Seller prior to Closing.

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(b) Within the period of ninety (90) days before the Closing, Seller shall not, and within the ninety (90) days following the Closing, Buyer shall not: (1) permanently or temporarily shut down a single site of employment, or one or more facilities or operating units within a single site of employment, if the shutdown results in an employment loss during any thirty (30) day period at the single site of employment for fifty (50) or more employees, excluding any part-time employees; or (2) have a mass layoff at a single site of employment of at least thirty-three percent (33%) of the active employees and at least fifty (50) employees, excluding part-time employees. The terms “single site of employment,” “operating unit,” “employment loss” and “mass layoff” shall be defined as in the WARN Act. With respect to terminations of employees following the Closing, Buyer shall be responsible for any notification required under the WARN Act. In respect of the employees employed by Buyer, it shall provide such employees with employee benefits consistent with the benefits generally offered to similarly-situated employees of Affiliates of Buyer in the same geographic area as the Healthcare Facilities.

(c) Buyer will credit each eligible Retained Employee and their eligible dependents under applicable Buyer employee welfare benefit plans with any deductibles, co-payments or other cost-sharing amounts attributable to the Retained Employee or eligible dependent under the Seller’s employee welfare benefit plans, as the case may be, following receipt by Buyer of reasonable evidence of any such deductibles, co-payments and/or other cost-sharing amounts.

10.10 Use of Hospital Forms, Policies and Records. For a period of sixty (60) days following the Closing Date, Seller agrees to permit Buyer to continue to use all electronic and printed forms and policies (the “ Hospital Forms ”) historically used by Seller in connection with the operation of the Healthcare Facilities, regardless of whether such forms contain Seller’s trade names, trademarks and/or service marks.

10.11 Misdirected Payments, Etc. Seller covenants and agrees and Buyer covenants and agrees, to remit to the other, with reasonable promptness, any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the other. In addition, and without limitation, in the event of a determination by any governmental or third-party payor that payments to Seller prior to Closing resulted in an overpayment or other determination that funds previously paid by any program or plan to Seller must be repaid, Seller shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered prior to Closing and Buyer shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered by Buyer after Closing. In the event that, following Closing, Buyer or Seller suffers any offsets against reimbursement under any third-party payor or reimbursement programs due to it, consisting of amounts owing under any such programs by the other party or any of its Affiliates, the party owing such amounts shall promptly upon demand from the party suffering such offset pay to the party suffering such offset the amounts so offset.

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11. INDEMNIFICATION.

11.1 Indemnification by Buyer. Buyer shall defend, indemnify and hold harmless Seller and its Affiliates, and its and their respective officers and employees (collectively, “ Seller Indemnified Parties ”), from and against any and all losses, liabilities, damages, costs (including, without limitation, court costs) and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) (individually, a “ Loss ” and collectively, “ Losses ”) that such Seller Indemnified Party incurs as a result of (i) any material misrepresentation or breach of warranty by Buyer under this Agreement, (ii) any breach by Buyer of, or any failure by Buyer to perform, any covenant or agreement of, or required to be performed by, Buyer under this Agreement, unless waived by Seller at Closing, or (iii) any claim against Seller in respect of any failure of Buyer to performance the Assumed Liabilities, or (iv) any claim made against Seller by a third party associated with Buyer’s use of the Hospital Forms.

11.2 Indemnification by Seller. Seller shall defend, indemnify and hold harmless Buyer and its Affiliates, and its and their respective officers and employees (collectively, “ Buyer Indemnified Parties ”), from and against any and all Losses that such Buyer Indemnified Party incurs as a result of (i) any material misrepresentation or breach of warranty by Seller under this Agreement, (ii) any breach by Seller of, or any failure by Seller to perform, any covenant or agreement of, or required to be performed by, Seller under this Agreement, unless waived by Buyer at Closing, or (iii) any claim against Buyer in respect of any failure of Seller to perform the Retained Liabilities.

11.3 Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “ Indemnified Party ”) which would give rise to a claim under this Section 11 , the Indemnified Party shall notify the Person giving the indemnity (the “ Indemnifying Party ”) in writing of the same within ten (10) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to assume the defense of any such claim and control such defense, settlement, and prosecution of any litigation with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party, within ten (10) days after notice of such claim, fails to agree in writing to defend such claim and actually assume the defense thereof, the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise, or final determination thereof. Anything in this Section 11.3 notwithstanding, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All parties agree to cooperate fully as necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the indemnity with respect to the subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

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11.4 Notice of Claim. If an Indemnified Party becomes aware of any breach of the representations or warranties of the Indemnifying Party hereunder or any other basis for indemnification under this Section 11 , the Indemnified Party shall notify the Indemnifying Party in writing of the same as promptly as possible but in any event within ten (10) days after becoming aware of such breach or claim, specifying in detail the circumstances and facts which give rise to a claim under this Section 11 . Should the Indemnified Party fail to notify the Indemnifying Party within the time frame required above, the indemnity with respect to the subject matter of the required notice shall be limited to the damages that would have nonetheless resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

11.5 Claims Period. The Claims Periods hereunder shall begin on the date hereof and terminate as follows: (i) with respect to Buyer Losses arising under Section 11.2, the Claims Period shall continue until the first (1st) anniversary of the Closing Date and (ii) with respect to Seller Losses, the Claims Period shall until the first (1st) anniversary of the Closing Date; Notwithstanding the foregoing, if, prior to the close of business on the last day of the applicable Claims Period, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at the such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof. Further notwithstanding the foregoing, the Claims Period with respect to Seller’s indemnity obligations (a) under the following Sections, shall survive until the second (2nd) anniversary of the Closing Date: Section 11.2(i) with respect to breach of Sections 3.9 , 3.15 and 11.2(iv) , (b) arising from Seller’s common law fraud, willful misconduct or criminal activity, shall survive the Closing for the applicable statute of limitations, and (c) under the following Sections, shall survive the Closing for the applicable statute of limitations: Section 11.2(i) with respect to breach of Sections 3.1 , 3.2 , 3.3 , and 3.17 , Section 11.2(ii) and Section 11.2(iii) .

11.6 Liability Limits. Notwithstanding anything to the contrary set forth in this Agreement:

(a) Buyer Indemnified Parties shall not make a claim against the Seller for indemnification under this Agreement for Buyer Losses unless and until the aggregate amount of such Buyer Losses exceeds Two Hundred Fifty Thousand Dollars ($250,000) (the “ Threshold ”) in which event Buyer Indemnified Parties may claim indemnification for all Buyer Losses, in excess of One Hundred Twenty Thousand Dollars ($120,000);

(b) the maximum aggregate liability of the Seller for indemnification or any other claim under this Agreement or in connection with the transactions contemplated thereby shall not exceed One Million Dollars ($1,000,000) (the “ Cap ”);

(c) Buyer’s remedies for monetary damages in respect of any Loss on account of the breach by Seller of any representation, warranty or covenant contained in this Agreement or any deed, bill of sale or other agreement entered into connection herewith shall be the indemnification provided by Seller to Buyer pursuant to this Section 11; and

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(d) in no event shall either party be liable hereunder or in connection with the transactions contemplated hereby for any consequential, special, exemplary or punitive damages. Further notwithstanding anything herein to the contrary, neither the Threshold nor the Cap shall apply to any Indemnified Party’s claim for indemnity against Seller or Buyer arising from any common law fraud by Seller or Buyer.

11.7 Effect of Taxes, Insurance and Other Sources of Reimbursement. The amount of any Losses for which indemnification is provided under this Section 11 , shall be reduced (a) to take account of any net tax benefit realized arising from the incurrence or payment of any such Loss, (b) by the insurance proceeds recoverable with respect to any such Loss, and (c) by any other amount recoverable from third parties by the Indemnified Party (or its Affiliates) with respect to any Loss. If any Indemnified Party shall have received any indemnification payment pursuant to this Section 11 with respect to any Loss, such Indemnified Party shall administratively file in good faith claims with any insurers to recover reimbursement for any such Losses under any applicable insurance policy and shall pursue such recovery in good faith. If any Indemnified Party shall have received any payment pursuant to this Section 11 with respect to any Loss and has or shall subsequently have received insurance proceeds or other amounts with respect to such Loss, then such Indemnified Party shall promptly pay over to the Indemnifying Party the amount so recovered (after deducting the amount of any reasonable out-of-pocket expenses incurred by it in procuring such recovery), but not in excess of the amount previously so paid by the Indemnifying Party. If any Indemnified Party shall have received any payment pursuant to this Section 11 with respect to any Loss and has or shall subsequently have a claim against a third party other than any insurer, such Indemnified Party shall, upon request and at the option of the Indemnifying Party either (i) pursue such claim in good faith by adequate proceedings and promptly pay over to the Indemnifying Party the amount so recovered (after deducting the amount of any reasonable out-of-pocket expenses incurred by it in procuring such recovery) including reasonable attorneys fees and disbursements or (ii) assign such claim to the Indemnifying Party and cooperate with and permit the Indemnifying Party to pursue such claim in the Indemnified Party’s name, place and stead.

12. MISCELLANEOUS.

12.1 Schedules and Other Instruments. Each Schedule and Exhibit to this Agreement shall be considered a part hereof as if set forth herein in full. From the date hereof until the Closing Date, Seller may update the Seller’s Schedules and or Buyer may update Buyer’s Schedules, subject to the other party’s approval rights described below. Any other provision herein to the contrary notwithstanding, the Seller’s Schedules and all other Schedules, Exhibits, or other instruments provided for herein and not delivered at the time of execution of this Agreement or which are incomplete at the time of execution of this Agreement shall be delivered or completed within ten (10) Business Days prior to the Closing. It shall be deemed a condition precedent to the obligations of the parties hereto that any material updating of Schedules, Exhibits, and/or related documents, instruments, books, and records shall meet with the good faith approval of the non-updating party, no such approval to be unreasonably withheld, delayed or conditioned.

12.2 Additional Assurances. The provisions of this Agreement shall be self operative and shall not require further agreement by the parties except as may be herein specifically provided

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to the contrary; provided, however, at the request of a party, the other party or parties shall execute such additional instruments and take such additional actions as the requesting party may reasonably deem necessary to effectuate this Agreement. In addition and from time to time after Closing, Seller shall execute and deliver such other instruments of conveyance and transfer, and take such other actions as Buyer reasonably may request, more effectively to convey and transfer full right, title, and interest to, vest the Purchased Assets in Buyer. Additionally, each party shall cooperate and use its best efforts to have its present directors, officers, and employees cooperate with the other party on and after Closing in furnishing information, evidence, testimony, and other assistance in connection with any action, proceeding, arrangement, or dispute of any nature by or against any third party with respect to matters pertaining to the items subject to this Agreement.

12.3 Consents, Approvals and Discretion. Except as herein expressly provided to the contrary, whenever this Agreement requires any consent or approval to be given by a party, or whenever a party must or may exercise discretion, the parties agree that such consent or approval shall not be unreasonably withheld or delayed and such discretion shall be exercised reasonably and in good faith.

12.4 Legal Fees and Costs. In the event a party elects to incur legal and other expenses to enforce any provision of this Agreement by judicial proceedings, the substantially prevailing party will be entitled to recover its reasonable out-of-pocket expenses of such enforcement, including, without limitation, reasonable attorneys’ fees and costs in addition to any other relief to which such party shall be entitled.

12.5 Choice of Law. This Agreement shall be construed in accordance with the laws of the State of Georgia. By execution of this Agreement, the parties acknowledge and agree that any dispute or claim either party has against the other arising out of or in any way connected with the rights, obligations, or responsibilities contained in the Agreement shall, to the extent such dispute or claim is not resolved through non-judicial means (such as business negotiations or alternative dispute resolution), be litigated in the Superior Court of Cobb County, Georgia or in a U.S. District Court in the State of Georgia, and, accordingly, the Buyer and Seller hereby freely and voluntarily consent to the jurisdiction and venue of the Superior Court of Cobb County, Georgia and of the U.S. District Court for the Northern District of Georgia, either as proper forum for resolution of any dispute or claim between the parties.

12.6 Benefit/Assignment. Subject to provisions herein to the contrary, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors, and assigns. No party may assign this Agreement without the prior written consent of the other parties, which consent shall not be unreasonably withheld.

12.7 No Brokerage. Subject to Section 3.28 , Buyer and Seller each represent and warrant to the other that it has not engaged a broker, financial advisor or finder in connection with the transactions described herein. Each party agrees to be solely liable for and obligated to satisfy and discharge all loss, cost, damage, or expense arising out of claims for fees or commissions of any brokers, financial advisors or finders employed or alleged to have been employed by such party.

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12.8 Cost of Transaction. Whether or not the transactions contemplated hereby shall be consummated and except as set forth herein, the parties agree that, except as set forth in Sections 9 , 11.1 , 11.2 , and 12.4 : (i) Seller shall pay the fees, expenses, and disbursements of Seller and its agents, representatives, consultants, accountants and legal counsel incurred in connection with the subject matter hereof and any amendments hereto and (ii) Buyer shall pay the fees, expenses, and disbursements of Buyer and its agents, representatives, consultants, accountants and legal counsel incurred in connection with the subject matter hereof and any amendments hereto.

12.9 Confidentiality. It is understood by the parties hereto that the information, documents, and instruments delivered to Buyer by Seller and its agents and the information, documents, and instruments delivered to Seller by Buyer and its agents are of a confidential and proprietary nature. Each of the parties hereto agrees that prior to the Closing it will maintain the confidentiality of all such confidential information, documents, or instruments delivered to it by each of the other parties hereto or their agents in connection with the negotiation of this Agreement or in compliance with the terms, conditions, and covenants hereof and will only disclose such information, documents, and instruments to its duly authorized officers, members, directors, representatives, and agents (including consultants, attorneys, and accountants of each party) and applicable governmental authorities in connection with any required notification or application for approval or exemption therefrom. Each of the parties hereto further agrees that if the transactions contemplated hereby are not consummated, it will return all such documents and instruments and all copies thereof in its possession or under its Control to the other parties to this Agreement and keep their contents and other confidential information provided to it by the other party strictly confidential and not thereafter use such information for any purpose, except in any such case as may otherwise be required by law or in connection with litigation. Each of the parties hereto recognizes that any breach of this Section 12.9 would result in immediate and irreparable harm to the other party to this Agreement and its Affiliates and that therefore either Seller or Buyer shall be entitled to an injunction to prohibit any such breach or anticipated breach, without the necessity of posting a bond, cash, or otherwise, in addition to all of its other legal and equitable remedies. Nothing in this Section 12.9 , however, shall prohibit the use of such confidential information, documents, or information for such governmental filings as in the opinion of Seller’s counsel or Buyer’s counsel are required by law or governmental regulations or are otherwise required to be disclosed pursuant to applicable state law. With respect to the period prior to Closing, prior to any such disclosure by Buyer of the information, documents, and instruments delivered to Buyer by Seller and its agents, Buyer shall provide notice to Seller and cooperate reasonably and in good faith with Seller at Buyer’s expense to protect the confidentiality of such information to the fullest extent permitted by law. Nothing in this Agreement shall invalidate or affect the obligations of Buyer under any confidentiality or non-disclosure agreement between the parties.

12.10 Public Announcements. Seller and Buyer mutually agree that no party hereto shall release, publish, or otherwise make available to the public in any manner whatsoever any information or announcement regarding the transactions herein contemplated without the prior written consent of Seller’s and Buyer’s Representatives, except for information and filings reasonably necessary to be directed to governmental agencies to fully and lawfully effect the transactions herein contemplated or required in connection with securities and other laws. Further, the initial public announcements regarding the transaction herein contemplated shall be by joint announcement of Seller and Buyer.

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12.11 Waiver of Breach. The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to constitute, a waiver of any subsequent breach of the same or any other provision hereof.

12.12 Notice. Any notice, demand, or communication required, permitted, or desired to be given hereunder shall be deemed effectively given when personally delivered, when received by receipted overnight delivery, or five (5) days after being deposited in the United States mail, with postage prepaid thereon, certified or registered mail, return receipt requested, addressed as follows:

or to such other address, and to the attention of such other Person or officer as any party may designate, with copies thereof to the respective counsel thereof as notified by such party.

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12.13 Severability. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice, or disturb the validity of the remainder of this Agreement, which shall be and remain in full force and effect, enforceable in accordance with its terms.

12.14 Gender and Number. Whenever the context of this Agreement requires, the gender of all words herein shall include the masculine, feminine, and neuter, and the number of all words herein shall include the singular and plural.

12.15 Divisions and Headings. The divisions of this Agreement into sections and subsections and the use of captions and headings in connection therewith are solely for convenience and shall have no legal effect in construing the provisions of this Agreement.

12.16 Survival. All of the representations, warranties and post closing obligations made by the parties in this Agreement or pursuant hereto in any certificate, instrument, or document shall survive the consummation of the transactions described herein, for a period of twenty-four months from Closing, except that representations and warranties of Seller under Sections 3.1, 3.2 and 3.3 shall survive the Closing for the applicable statute of limitations and representations and warranties under Section 3.9 shall survive for a period of twenty-four (24) months from Closing. All claims hereunder by Buyer or Seller post Closing shall be subject to and limited by the provisions of Section 11 .

12.17 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATIONS. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.

12.18 Accounting Date. The transactions contemplated hereby shall be effective for accounting purposes as of 12:01 a.m. on the Closing Date, unless otherwise provided herein or agreed in writing by Seller and Buyer.

12.19 No Inferences. Inasmuch as this Agreement is the result of negotiations between sophisticated parties of equal bargaining power represented by counsel, no inference in favor of, or against, either party shall be drawn from the fact that any portion of this Agreement has been drafted by or on behalf of such party.

12.20 No Third Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of Buyer and Seller and their respective permitted successors or assigns, and it is not the intention of the parties to confer, and this Agreement shall not confer, third-party beneficiary rights upon any other person.

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12.21 Enforcement of Agreement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

12.22 Force Majeure. Whenever a period of time is prescribed herein for action to be taken by either Seller or Buyer, except for any obligation for the payment of money, neither shall be liable or responsible for, and there shall be excluded from the computation for any period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or any other cause of any kind whatsoever which is beyond the reasonable control of either Seller or Buyer, as the case may be.

12.23 Entire Agreement/Amendment. This Agreement supersedes all previous contracts or understandings, including any offers, letters of intent, proposals or letters of understanding, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the within subject matter, and no party shall be entitled to benefits other than those specified herein. As between or among the parties, no oral statements or prior written material not specifically incorporated herein shall be of any force and effect. The parties specifically acknowledge that in entering into and executing this Agreement, the parties rely solely upon the representations and agreements contained in this Agreement and no others. All prior representations or agreements, whether written or verbal, not expressly incorporated herein are superseded, and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by all parties hereto. This Agreement may be executed in two or more counterparts, each and all of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

12.24 Risk of Loss. Notwithstanding any other provision hereof to the contrary, the risk of loss in respect of casualty to the Purchased Assets shall be borne by Seller prior to the time of Closing and by Buyer thereafter.

12.25 Liquidated Damages. With respect to the liquidated damages specified in Section 1.9 , the Seller and Buyer (i) agree that the injury caused by the failure of Buyer to close as contemplated by this Agreement would be difficult or impossible of accurate estimation, (ii) intend to provide for damages rather than a penalty and (iii) agree that the sum stipulated as liquidated damages in such section is a reasonable pre-estimate of the probable loss.

12.26 Construction. Unless the context of this Agreement otherwise clearly requires, (a) references to the plural include the singular, and references to the singular include the plural, (b) references to any gender include the other genders, (c) the words “include,” “includes” and “including” do not limit the preceding terms or words and shall be deemed to be followed by the words “without limitation”, (d) the term “or” has the inclusive meaning represented by the phrase

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“and/or”, (e) the terms “hereof”, “herein”, “hereunder”, “hereto” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, (f) the terms “day” and “days” mean and refer to calendar day(s) and (g) the terms “year” and “years” mean and refer to calendar year(s). Unless otherwise set forth herein, references in this Agreement to (i) any document, instrument or agreement (including this Agreement) (A) includes and incorporates all exhibits, schedules and other attachments thereto, (B) includes all documents, instruments or agreements issued or executed in replacement thereof and (C) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified or supplemented from time to time in accordance with its terms and in effect at any given time, and (ii) a particular law means such law as amended, modified, supplemented or succeeded, from time to time and in effect at any given time except in the case of representations and warranties, in which event law means such law as in force and effect at the time such representation or warranty is made. All Section, Exhibit and Schedule references herein are to Sections, Exhibits and Schedules of this Agreement, unless otherwise specified. This Agreement shall not be construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if all parties had prepared it.

12.27 Waiver of Bulk Sales Law Compliance. Buyer hereby waives compliance by Seller with the requirements, if any, of Article 6 of the Uniform Commercial Code as in force in any state in which the Purchased Assets are located and all other similar laws applicable to bulk sales and transfers.

[Remainder of Page Intentionally Left Blank]

45

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals by their authorized officers, all as of the date first above written.

EXHIBIT A

Definitions

Definitions . The following terms, as used in this Agreement, have the following meanings:

“ Accounts Payable ” means the current accounts payable of Seller arising from, among other things, the purchase of goods or services which relate to the Healthcare Facilities (exclusive of income tax and related amounts) as determined as of the Closing Date from the books and records of Seller.

“ Accrued Expenses ” means current liabilities for expenses accrued in accordance with GAAP and Seller’s normal accounting practices consistently applied, including for payroll and PTO (but exclusive of income taxes and related accounts) as determined as of the Closing Date from the books and records of Seller.

“ Affiliate ” of any specified Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person.

“ Business Day ” means any day except Saturday, Sunday or any day on which banks are generally not open for business in Atlanta, Georgia.

“ Buyer’s Knowledge ” or “ Knowledge of Buyer ” means the actual knowledge (exclusive of any knowledge imputed to) of any officer, manager, member, director of Buyer, as such knowledge may exist as of the date hereof and as of the Closing Date.

“ Buyer’s Representative ” means Aaron Durall or his delegate pursuant to notice made in writing to Seller.

“ Claims Period ” means the period during which a claim for indemnification may be asserted hereunder by an Indemnified Party.

“ Control ” means, when used with respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“ Experimental Procedure ” means any human research project or study in which the data obtained are derived in any way through observation of, treatment of, manipulation of behavior of, or interviewing of, human subjects, except for the following: (a) gathering existing data in an anonymous form (e.g., review of existing medical records without recording identities of the subjects); (b) non-interventional observation of human behavior in a natural setting; (c) use of human tissues and specimens which are obtained for other purposes (e.g., anonymous use of tissues such as blood left over from clinical use); and (d) anonymous questionnaires which do not involve questions which, when answered, could lead to the identity of the subject; provided, however, that the exceptions described above are not applicable if they involve vulnerable populations, such as children, mentally or emotionally impaired subjects or prisoners.

Exh A-1

“ Financial Statements ” means (a) the unaudited balance sheets of Seller at June 30, 2015, 2014, and 2013 and the unaudited statements of income and cash flows of Seller for each of the twelve-month periods then ended and (b) the unaudited balance sheet of Seller at December 31, 2015 and the unaudited statements of income and cash flows of Seller for the six-month period then ended, in each case, prepared in all material respects in accordance with GAAP (except as to the absence of footnotes and subject to audit adjustments) and Seller’s normal accounting practices.

“ Intellectual Property ” means the following: (a) trademarks and service marks, including all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing; (b) copyrights, including all applications and registrations, and works of authorship, whether or not copyrightable; (c) trade secrets and confidential know-how; (d) patents and patent applications; (e) websites and internet domain name registrations; and (f) the rights of Seller to the name “Chestatee Regional Hospital” and all iterations thereof.

“ Liens ” mean all mortgages, liens, pledges, security interests, charges or encumbrances.

“ Material Adverse Effect ” means any state of facts, change, event, effect or occurrence (when taken together with all other states of fact, changes, events, effects or occurrences) that is materially adverse to the financial condition, results of operations and assets of the Healthcare Facilities, taken as a whole, provided, however, that no fact, change, event, effect or occurrence to the extent arising out of, resulting from, or attributable to the following shall be deemed to constitute a Material Adverse Effect or shall be taken into account when determining whether a Material Adverse Effect has occurred: (i) general economic conditions; (ii) any changes in GAAP, applicable Law or regulation, or the interpretation thereof; (iii) the taking by Seller of any specific action at the request or direction of Buyer; (iv) changes affecting acute care hospitals, nursing homes, physician clinics or home health industries generally, including any changes in the general level of profitability, reimbursement, prices of drugs, physician or nursing costs; or (v) any actions taken by Seller or any Affiliate that are required by this Agreement; provided that the fact, change, event, effect or occurrence described in the foregoing clauses (i) or (iv) are not materially disproportionately adverse to the financial condition, results of operations or to the Healthcare Facilities, considered as a whole, as compared to that of other persons similarly situated engaged in the operation of similar facilities to the Healthcare Facilities.

“ Permitted Encumbrances ” means (i) Liens for taxes not yet due and payable or being contested in good faith by appropriate procedures, (ii) statutory Liens of landlords, (iii) Liens of carriers, warehousemen, mechanics, materialmen, repairmen or other like Liens incurred in the ordinary course of business, (iv) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (v) zoning, building, or other restrictions, variances, covenants, rights of way, encumbrances, easements and other minor irregularities in title, none of which, individually or in the aggregate (x) interfere in any material respect with the present use of or occupancy of the affected realty or asset by Seller, (y) have more than an immaterial effect on the value thereof or its use or (z) would impair the ability of such parcel to be sold for its present use, and (vi) Liens referenced in Schedule 3.12 .

Exh A-2

“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, trust, unincorporated organization or Government Entity.

“ PTO ” means accrued amounts for paid time-off (including without limitation vacation time) of Seller’s employees.

“ Responsible Officers of Buyer ” means                      .

“ Responsible Officers of Seller ” means Robert M. Thornton, Jr., Mark J. Stockslager and for periods up to and including Closing, the Chief Executive Officer and Chief Financial Officer of Seller.

“ Representatives ” means collectively Buyer’s Representative and Seller’s Representative Each Representative may be discharged and replaced by a substitute Representative by Seller or Buyer, as applicable, upon written notice to the other party.

“ Seller’s Knowledge ” or “ Knowledge of Seller ” with respect to a particular fact or other matter, means one or more of the Responsible Officers of Seller is actually aware of such fact or matter (exclusive of any knowledge imputed).

“ Seller’s Representative ” means Robert M. Thornton, Jr. or his delegate made by notice in writing to Buyer.

Exh A-3

EXHIBIT C

FORM OF

GENERAL ASSIGNMENT, CONVEYANCE AND BILL OF SALE

This General Assignment, Conveyance and Bill of Sale (this “ Bill of Sale ”), is made and entered into this      day of              , 2016 by and among Southern Health Corporation of Dahlonega, Inc., a Georgia corporation (“ Seller ”), and Durall Capital Holdings, LLC, a Florida limited liability company (“ Purchaser ” and collectively with Seller, the “ Parties ”).

RECITALS:

WHEREAS, Purchaser and Seller entered into that certain Asset Purchase Agreement dated as of August      , 2016 (the “ Purchase Agreement ”), pursuant to which Seller has agreed to sell and Purchaser has agreed to purchase, all right, title and interest of Seller in and to the Purchased Assets; and

WHEREAS, pursuant to the Purchase Agreement, Seller desires to sell, assign, transfer and convey to Purchaser all of the Purchased Assets in accordance with the terms and conditions of the Purchase Agreement.

KNOW ALL PERSONS BY THESE PRESENTS, for and in consideration of the sum of the Purchase Price paid or payable to Seller by Purchaser, Seller does hereby GRANT, BARGAIN, SELL, CONVEY, TRANSFER, SET OVER and ASSIGN unto Purchaser, its successors and permitted assigns, all of Seller’s right, title and interest in and to the Purchased Assets, to have and to hold such Purchased Assets to Purchaser, its successors and permitted assigns, for its and their own use, forever.

This Bill of Sale is being executed in connection with, and is subject to all representations, warranties, covenants, terms and conditions set forth in the Purchase Agreement and shall neither add to nor detract from such representations, warranties, covenants, terms and conditions. In the event of any conflict between any of the terms and conditions of this Bill of Sale and the terms and conditions of the Purchase Agreement shall control.

Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings given to them in the Purchase Agreement.

This Bill of Sale, and any document or instrument required or permitted hereunder, may be executed in counterparts (including by means of facsimile or electronic transfer), each of which will be deemed an original and all of which together will constitute but one and the same instrument.

This Bill of Sale shall be governed by and construed in accordance with the internal laws of the State of Georgia without reference to its choice of law rules.

Exh C-1

Purchaser agrees to take any and all additional actions and to execute, acknowledge and deliver any and all documents which Seller may reasonably request in order to effect the intent and purposes of this Bill of Sale and the transactions contemplated hereby.

IN WITNESS WHEREOF, Seller has caused this General Assignment, Conveyance and Bill of Sale to be effective as of 12:01 a.m. on the      day of              , 2016 .

Exh C-2

EXHIBIT D

FORM OF

LEASE ASSIGNMENTS

THIS ASSIGNMENT OF LEASE (this “ Assignment ”) is made as of the      day of              , 2016, by and among SOUTHERN HEALTH CORPORATION OF DAHLONEGA, INC., a Georgia limited liability company (“ Assignor ”) and DURALL CAPITAL HOLDINGS, LLC, a Florida limited liability company (“ Assignee ”).

W I T N E S S E T H:

WHEREAS, Mountain Drive Properties, LLC (the “ Lessor ”) and Assignor as lessee entered into that certain Lease Agreement dated July 1, 2016 (the “ Lease Agreement ”) with respect to the lease of the medical office building at 199 Mountain Drive Dahlonega, Georgia;

WHEREAS, Assignor and Assignee entered into that certain Asset Purchase Agreement dated as of August      , 2016 (the “ Purchase Agreement ”), pursuant to which Assignor has agreed to sell and Assignee has agreed to purchase from Assignor, substantially all of the assets of Assignor used solely or primarily in the operation of its home health agency (the “ Transaction ”);

WHEREAS, pursuant to the Purchase Agreement, Assignor desires, with Lessor’s consent being first obtained, to assign and transfer all of its rights, title and interest in, to and under the Lease Agreement to Assignee, and Assignee desires to accept said assignment and assume all of the obligations and duties of Assignor under the Lease Agreement under the terms and conditions hereinafter set forth; and

WHEREAS, Lessor is agreeable and hereby consents to the assignment of the Lease Agreement by Assignor to Assignee.

NOW, THEREFORE, for and in consideration of the above premises, the mutual covenants herein set forth, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Assignment . Assignor hereby assigns and transfers to Assignee all of Assignor’s rights, title and interest in, to and under the Lease Agreement.

2. Assumption . Assignee hereby accepts the foregoing assignment and transfer and assumes the obligations of Assignor under the Lease Agreement and agrees to perform and to observe all of the covenants and conditions therein contained on the part of tenant to be performed and to be observed and promises and agrees to pay all rents and additional rents to Lessor and to faithfully perform all covenants, stipulations, agreements and obligations under the Lease Agreement accruing after the Effective Time (as defined below).

3. Consent of Lessor . In consideration of the foregoing, Lessor hereby consents to the assignment of the Lease Agreement to Assignee, agrees to recognize Assignee as tenant and thereby establish direct privity of contract with Assignee and agrees to look solely to Assignee for any and all obligations or liabilities under the Lease Agreement accruing after the Effective Time.

Exh D-1

4. Effective Time . This Assignment shall be effective immediately as of 12:00:01 a.m., Eastern Standard Time, on               , 2016 (the “ Effective Time ”).

5. Lease Documents . Lessor acknowledges that attached hereto as Exhibit A is a true and complete copy of the Lease Agreement.

6. Release of Assignor . Lessor hereby releases Assignor from any and all obligations or liabilities accruing under the Lease Agreement after the Effective Time.

7. Headings . The section headings contained in this Assignment are for reference purposes only and shall not affect in any way the meaning or interpretation of this Assignment.

8. Counterparts . This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

9. Time of the Essence . Time shall be of the essence with respect to the performance of any obligation or duty hereunder.

10. Governing Law . This Assignment and all matters relating hereto, shall be governed by and construed in accordance with the internal laws of the State of Georgia, excluding the application of its choice or conflicts of law provisions.

11. Parties in Interest . This Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exh D-2

IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed this Assignment the day and year first above written.

Exh D-3

EXHIBIT E

FORM OF

ASSIGNMENT AND ASSUMPTION AGREEMENT

T HIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Agreement ”) dated               , 2016 is made and entered into by and between Southern Health Corporation of Dahlonega, Inc., a Georgia corporation (“ Seller ”), and Durall Capital Holdings, LLC, a Florida limited liability company (“ Buyer ”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement dated as of August      , 2016 (the “ Purchase Agreement ”) by and among Seller and Buyer.

W I T N E S S E T H :

W HEREAS , in accordance with the terms of the Purchase Agreement, Seller desires to assign all of its right, title and interest in and to the Contracts to Buyer, and Buyer desires to assume the Assumed Liabilities;

N OW , T HEREFORE , in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein and in the Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Assignment . Seller hereby assigns to Buyer all of its right, title and interest in and to the Contracts included in the Purchased Assets.

2. Assumption . Buyer hereby assumes and agrees to fully and promptly pay, perform and discharge the Assumed Liabilities.

3. Binding Effect . This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.

4. Enforcement of Certain Rights . Nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person other than the parties hereto, and their respective successors or permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, or result in such person being deemed a third party beneficiary of this Agreement.

5. Captions . The Section headings contained in this Agreement are inserted in this Agreement only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision of this Agreement.

6. Controlling Law . This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of Georgia without reference to its choice of law rules.

Exh E-1

7. Further Assurances. Seller and Buyer agree, each at its own expense, to perform all such further acts and execute and deliver all such further agreements, instruments and other documents as the other party shall reasonably request to evidence more effectively the assignments and assumptions made by Seller and Buyer under this Agreement.

8. Inconsistencies with the Purchase Agreement . Notwithstanding anything to the contrary contained herein, the terms of this Agreement are subject to the terms, provisions, conditions and limitations set forth in the Purchase Agreement, and this Agreement is not intended to alter the obligations of the parties to the Purchase Agreement. In the event of any inconsistencies between the terms of this Agreement and the terms of the Purchase Agreement, the parties agree that the terms of the Purchase Agreement shall control.

9. Counterparts . This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

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Exh E-2

IN WITNESS WHEREOF, the undersigned have executed this Assignment and Assumption Agreement as of the date first above written.

Exh E-3

AMENDMENT NO. 1

TO

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

SOUTHERN HEALTH CORPORATION OF DAHLONEGA, INC. (“SELLER”),

AND

DURALL CAPITAL HOLDINGS, LLC (“BUYER”),

August 19, 2016

AMENDMENT NO. 1

TO

AGREEMENT FOR THE ASSET PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (the “ Amendment ”) is made and entered into as of August 19, 2016, by and between (i) Southern Health Corporation of Dahlonega, Inc., a Georgia corporation (the “ Seller ”) and (ii) Durall Capital Holdings, LLC, a Florida limited liability company (the “ Buyer ”).

W I T N E S S E T H :

WHEREAS, Buyer and Seller are parties to that certain Asset Purchase Agreement dated as of August      , 2016 (the “ Agreement ”);

WHEREAS, Buyer and Seller agree to amend the Agreement pursuant to the terms set forth herein; and

NOW THEREFORE, in consideration of the promises and the agreements, covenants, representations and warranties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, Buyer and Seller agree as follows:

1. Amendments .

(a) Section 1.1(f) of the Agreement is hereby amended by deleting the parenthetical at the end thereof and inserting in lieu thereof the following additional clause:

“and (iii) promissory notes receivable (all receivables included in the foregoing clauses (i), (ii) and (iii), collectively “ Accounts Receivable ”);”

(b) Section 1.2(d) of the Agreement is hereby amended by deleting the current language thereof and inserting the following in lieu thereof so that it will read as follows:

“(d) all pre-paid expenses and rights thereto;”

(c) Section 1.5 of the Agreement is hereby amended by deleting the current language thereof and inserting the following in lieu thereof so that it will read as follows:

“1.5 Environmental Report . Buyer acknowledges that prior to execution of this Agreement Seller has made available for inspection by Buyer the 2011 Phase I Environmental Site Assessment prepared by Evergreen Environmental Services, LLC and Buyer has been afforded an opportunity to make such further environmental site assessment as it deemed appropriate of the Owned Real Property including the Hospital and Leased Real Property. Accordingly, the Owned Real Property including the Hospital and Leased Real Property shall conclusively be deemed satisfactory to Buyer.”

1

(d) Section 1.6(a)(iv) of the Agreement is hereby amended by deleting the current language thereof and inserting the following in lieu thereof so that it will read as follows:

“(iv) plus the amount of Seller deposits and advances,”

(e) Section 1.6(b)(iv) of the Agreement is hereby amended by deleting the current language thereof and inserting the following in lieu thereof so that it will read as follows:

“(iv) plus the estimated amount of Seller’s deposits and advances,”

(f) Section 1.9 of the Agreement is hereby amended by deleting all of such section from the Agreement and inserting in lieu thereof the words “Intentionally Omitted” and Exhibit B is also deleted from the Agreement.

(g) Sections 2.2(j) and 2.3(e) of the Agreement are hereby amended by deleting both of such clauses from the Agreement and inserting in lieu of each thereof the words “Intentionally Omitted”.

(h) Section 10.1(v) of the Agreement is hereby amended by deleting all of such clause from the Agreement and inserting in lieu thereof the words “Intentionally Omitted”.

(i) Section 12.12 of the Agreement is hereby amended by inserting under the words “Durall Capital Holdings, LLC,” the following:

8411 West Oakland Park Boulevard

Suite 302

Sunrise, FL 33351

Attn.: Aaron Durall

Fax: (954) 747-9500

(j) The following terms are deleted from the Glossary of Defined Terms to the Agreement: Deposits, Escrow Agent, Escrow Agreement and Escrow Amount.

2. Defined Terms . All capitalized terms used in this Amendment which are not defined herein shall have the meanings set forth therefor in the Agreement.

3. Remaining Agreement Terms . Except as amended by this Amendment, any and all other terms of the Agreement shall remain in full force and effect.

4. Execution in Counterparts; Electronic Transmission . This Amendment may be executed in any number of counterparts with the same effect as if the signatures thereto were upon one instrument. Transmission by telecopier or other electronic means of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart.

2

IN WITNESS WHEREOF, each of Buyer and Seller have caused this Agreement to be duly executed under seal as of the day and year first written above.

3

Exhibit 99.3

LIMITED WAIVER

THIS LIMITED WAIVER (this “ Waiver ”) is date August 10, 2016, among Southern Health Corporation of Houston, Inc., a Georgia corporation (“ Borrower ”), Crown Healthcare Investments, LLC, a Georgia limited liability company (f/k/a MedCare South, LLC) (“ Crown ”), SunLink Health Systems, Inc., an Ohio corporation (“ SunLink ” and, together with Crown, “ Guarantors ”) and Bank SNB, an Oklahoma banking corporation (successor by conversion to Bank SNB, National Association) (“ Lender ”).

PRELIMINARY STATEMENTS

A. Borrower and Lender are parties to the Mortgage Loan Agreement, dated July 5, 2012 (as amended from time to time, the “ Loan Agreement ”).

B. Capitalized terms used in this Waiver have the meanings given to them in the Loan Agreement.

C. For the period ending March 31, 2016 (the “ Specified Period ”) Borrower failed to maintain the Fixed Charge Coverage Ratio, the Debt Service Coverage Ratio, and the Funded Debt to EBITDA Ratio required by the Loan Agreement (the “ Specified Defaults ”).

D. Lender has agreed to waive the Specified Defaults, subject to the terms and conditions of this Waiver.

E. Each of the Guarantors is party to a Guaranty Agreement, dated the date of the Loan Agreement (each, a “ Guaranty Agreement ”), pursuant to which such Guarantor has guaranteed the obligations of Borrower under the Loan Agreement.

F. Each of the Guarantors desires to ratify and reaffirm the Guaranty Agreement to which it is a party.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows.

1. Waiver .

a. Waiver of Specified Defaults . Subject to the terms and conditions of this Waiver, Lender hereby waives the Specified Defaults.

b. Limitations . The foregoing waiver is a waiver solely of the Specified Defaults for the Specified Period, and is not a waiver of any future default or any provision of the Loan Agreement generally. This waiver does not create a course of dealing. Lender is under no obligation to make any future waiver of any provision of the Loan Agreement or other Loan Documents.

2. Ratification and Release .

a. Confirmation and Ratification . Borrower and Guarantors confirm and agree that each pledge, assignment, security interest, lien, or other encumbrance made by Borrower and Guarantors in favor of Lender under any Loan Document is hereby ratified and confirmed in all respects. Borrower and each Guarantor each acknowledges and confirms the validity and enforceability of all Loan Documents to which it is a party. Borrower and each Guarantor represents and warrants to Lender that such party has no right of offset, defense, or counterclaim to the payment or performance of the Loans or any of its other obligations under any of the Loan Documents to which it is a party.

b. Release . In consideration of the accommodations granted by Lender in this Waiver, Borrower and each Guarantor hereby forever waives, releases, and discharges Lender and its successors, assigns, directors, officers, members, managers, employees, agents, attorneys, and other representatives (the “ Lender Parties ”), and indemnifies and holds harmless Lender and the Lender Parties from, any and all claims (including, without limitation, cross-claims, counterclaims, rights of setoff, and recoupment), causes of action, demands, suits, costs, expenses, and damages that it now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, including all actions that arise under or relate to the Loan Documents, this Waiver, any document, instrument or certificate executed in connection with the foregoing, any action or omission of Lender or any of the Lender Parties in connection with the foregoing, or any person’s rights or obligations thereunder based in whole or in part on facts, whether or not known, existing on or prior to the date of this Waiver. Borrower acknowledges and agrees that all actions of Lender with respect to the Loan Documents and the transactions contemplated thereby on or prior to the date of this Waiver have been in good faith and in accordance with the Loan Documents and applicable law.

3. Representations and Warranties . The Borrower and Guarantors, jointly and severally, represent and warrant to Lender as follows:

a. No action or proceeding, including, without limitation, a voluntary or involuntary petition for bankruptcy, has been instituted by or against Borrower or any Guarantor.

b. Borrower and each Guarantor each has full power and authority to enter into, execute, deliver, and perform this Waiver, and the foregoing does not violate any contractual or other obligation by which such person is bound. The execution, delivery, and performance of this Waiver have been authorized by all requisite organizational action of each such person.

c. This Waiver constitutes the valid and legally binding obligation of Borrower and each Guarantor, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, and other laws affecting creditors’ rights generally and to general equitable principles.

d. The representations and warranties of Borrower and each Guarantor in the Loan Agreement and the other Loan Documents are true and correct as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such date.

4. Miscellaneous.

a. Effect on Loan Documents . Except as set forth in this Waiver, the Loan Agreement and the Loan Documents shall not be deemed amended, waived, or otherwise modified by this agreement and shall remain in full force and effect.

b. Fees and Expenses . Borrower shall pay, as and when billed by Lender, all fees, costs, and expenses (including, without limitation, fees and expenses for Lender’s legal counsel, and for appraisers, engineering consultants, and environmental and other consultants) paid or incurred by Lender in connection with the negotiation of this Waiver, or in connection with the actions contemplated by this Waiver.

c. Voluntary Agreement . Borrower and each Guarantor jointly and severally represent and warrant to Lender that (i) Borrower and each Guarantor has had the opportunity to be represented by legal counsel of their choice and to consult with such counsel regarding this Waiver, (ii) Borrower and each Guarantor are fully aware of the terms and provisions contained herein and of their effect, and (iii) Borrower and each Guarantor have voluntarily and without coercion or duress of any kind entered into this Waiver.

d. Integration . This Waiver constitutes the entire agreement concerning the subject matter hereof, and it supersedes any prior or contemporaneous oral or written representations, statements, understandings, or agreements concerning the subject matter of this Waiver.

e. Successors and Assigns . This Waiver shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

f. Governing Law . This Waiver shall be governed by and construed in accordance with the laws of the State of Oklahoma, without giving effect to the principles of conflicts of law.

g. Headings . All headings in this Waiver are for convenience only and shall not be used to interpret any term or provision of this Waiver.

h. Counterparts . This Waiver may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute one agreement. The parties hereto agree that their electronically transmitted signatures on this Waiver shall have the same effect as manually transmitted signatures.

i. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR RELATING TO THIS WAIVER, ANY LOAN DOCUMENTS OR ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OF ANY OF THE PARTIES HERETO, OR ANY OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS WAIVER OR ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN, OR HAS HAD THE OPPORTUNITY TO BE, REPRESENTED IN THE SIGNING OF THIS WAIVER AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. EACH PARTY HERETO FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE MEANING OF THIS WAIVER.

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed and delivered as of the date first written above.

Exhibit 99.4

LEASE AGREEMENT

SUNLINK HEALTHCARE PROFESSIONAL PROPERTY, LLC

as Lessor

AND

PIEDMONT MOUNTAINSIDE HOSPITAL, INC.

as Lessee

Dated as of July 1, 2016

TABLE OF CONTENTS

i

ii

EXHIBITS

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LEASE AGREEMENT

THIS LEASE AGREEMENT (“Lease”) is dated as of July 1, 2016, and is between SunLink Healthcare Professional Property, LLC, a Georgia limited liability company (“Lessor”), and Piedmont Mountainside Hospital, Inc., a Georgia nonprofit corporation (“Lessee”).

W I T N E S S E T H:

WHEREAS, Lessor owns certain real property and improvements located at 822, 824 and 826 Industrial Boulevard in Ellijay, Georgia more particularly described in Exhibit A hereto and wishes to lease such property to Lessee and Lessee wishes to lease such property from Lessor, all on the terms and subject to the conditions herein provided;

WHEREAS, in consideration of the mutual covenants herein contained and for other real and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee desire to enter into this Lease Agreement to evidence the agreement between them with respect to the subject matter hereof;

NOW, THEREFORE, Lessor and Lessee agree as follows:

ARTICLE I.

1.1 Leased Property; Term

Upon and subject to the terms and conditions hereinafter set forth, Lessor leases to Lessee and Lessee leases from Lessor all of Lessor’s rights and interest in and to the following (collectively the “Leased Property”):

(a) the real property described in Exhibit A attached hereto (collectively, the “Land”);

(b) all buildings (including the Buildings), structures, Fixtures and other improvements of every kind now or hereafter located on the Land including, alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site to the extent Lessor has obtained any interest in the same), parking areas and roadways appurtenant to such buildings and structures and Capital Additions (collectively, the “Leased Improvements”);

(c) all easements, rights and appurtenances relating to the Land and the Leased Improvements (collectively, the “Related Rights”); and

(d) all equipment, machinery, fixtures, and other items of real property constituting fixtures, including all components thereof, now and hereafter located in, and permanently affixed to or incorporated into the Leased Improvements, including all furnaces, boilers, heaters, permanently installed electrical, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems, apparatus, sprinkler systems, fire and theft

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protection equipment, and built-in oxygen and vacuum systems, all of which are hereby deemed to constitute real estate, together with all replacements, modifications, alterations and additions thereto (collectively, the “Fixtures”);

SUBJECT, HOWEVER, to the easements, encumbrances, covenants, conditions and restrictions (recorded and unrecorded) which affect the Leased Property and matters which would be revealed by a current survey and inspection of the Leased Property as of the Commencement Date or created thereafter as permitted hereunder (collectively, the “Permitted Encumbrances”).

to have and to hold for (1) a fixed term (the “Fixed Term”) commencing on the Commencement Date, as defined below, and ending at 11:59 p.m. on the expiration of the one hundred twentieth month after the Commencement Date, and (2) the Extended Terms provided for in Article XIX unless this Lease is earlier terminated as hereinafter provided.

ARTICLE II.

2.1 Definitions. For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (i) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (ii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP as at the time applicable; (iii) all references in this Lease to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Lease; (iv) the word “including” shall have the same meaning as the phrase “including, without limitation,” and other similar phrases; and (v) the words “herein,” “hereof” and “hereunder” and other similar words refer to this Lease as a whole and not to any particular Article, Section or other subdivision:

ACH: As defined in Article III.

Additional Charges: As defined in Article III.

Affiliate: Any Person which, directly or indirectly, controls or is controlled by or is under common control with any other Person. For purposes of this definition, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership of voting securities, partnership interests or other equity interests. When used with respect to any corporation, the term “Affiliate” shall also include any Person which owns, directly or indirectly, fifty percent (50%) or more of any class of security of such corporation.

Appraiser: As defined in Article XXXIII.

Award: All compensation, sums or anything of value awarded, paid or received on a total or partial Condemnation.

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Bankruptcy Code: The United Stated Bankruptcy Code (11 U.S.C. § 101 et seq.), and any successor statute or legislation thereto.

Base Rate: The interest rate most recently established and published by the Wall Street Journal as its prime interest rate. If the Wall Street Journal prime interest rate ceases to be available, Lessor will choose a new interest rate index based upon comparable information.

Base Rent: As defined in Article III.

BLS: Bureau of Labor Statistics, U.S. Department of Labor.

Building A: The approximately 38,446 square foot building currently located on the Land, and being commonly known as 822 Industrial Boulevard, Ellijay, Georgia 30540 (as same may be modified, renovated, repaired, or replaced pursuant to the terms of this Lease).

Building B: The approximately 4,416 square foot building currently located on the Land, and being commonly known as 824 Industrial Boulevard, Ellijay, Georgia 30540 (as same may be modified, renovated, repaired, or replaced pursuant to the terms of this Lease).

Building C: The approximately 1,300 square foot building currently located on the Land, and being commonly known as 826 Industrial Boulevard, Ellijay, Georgia 30540 (as same may be modified, renovated, repaired, or replaced pursuant to the terms of this Lease).

Buildings: Collectively, Building A, Building B, and Building C.

Business Day: Each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which national banks in the City of Atlanta, Georgia are authorized, or obligated, by law or executive order, to close.

Capital Additions: The renovation of existing improvements on the Leased Property or one or more new buildings, or one or more additional structures annexed to any portion of any of the Leased Improvements, or the material expansion of existing improvements, which are constructed on any portion of the Land, during the Term.

Capital Addition Costs: The costs of any Capital Addition made to the Leased Property, including (i) all permit fees and other costs imposed by any governmental authority, the cost of site preparation, the cost of construction including materials and labor, the cost of supervision and related design, engineering and architectural services, the cost of any fixtures, and if and to the extent approved by Lessor, the cost of construction financing; (ii) fees paid to obtain necessary licenses and certificates; (iii) if and to the extent approved by Lessor in writing and in advance, the cost of any land contiguous to the Leased Property which is to become a part of the Leased Property purchased for the purpose of placing thereon the Capital Addition or any portion thereof or for providing means of access thereto, or parking facilities therefor, including the cost of surveying the same; (iv) the cost of insurance, real estate taxes, water and sewage charges and other carrying charges for such Capital Addition during construction; (v) the cost of title insurance; (vi) reasonable fees and expenses of legal counsel to the extent agreed in advance by Lessee and Lessor; (vii) filing, registration and recording taxes and fees; (viii) documentary stamp and similar taxes; and (ix) all reasonable costs and expenses of Lessor and any Person

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which has committed to finance the Capital Addition, including (a) the reasonable fees and expenses of their respective legal counsel; (b) filing, registration and recording taxes and fees; (c) documentary stamp and similar taxes; (d) title insurance charges and appraisal fees; and (e) commitment fees charged by any Person advancing or offering to advance any portion of the financing for such Capital Addition.

Claim: As defined in Article XXII.

Code: The Internal Revenue Code of 1986, as amended.

Commencement Date: This Commencement Date shall begin at 12:01 AM on July 1, 2016.

Commercially Reasonable: The phrase “commercially reasonable,” whether capitalized or not and whether used to describe the actions of the Lessee, the Lessor or any other Person, means such action as would reasonably be taken by an owner of the affected property unencumbered by this Lease or any of the restrictions contained herein, having due regard to the costs and benefits of such action.

Condemnation: The exercise of any governmental power, whether by legal proceedings or otherwise, by a Condemnor or a voluntary sale or transfer by Lessor to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending.

Condemnor: Any public or quasi-public authority, or private corporation or individual, having the power of Condemnation.

Cost of Living Index: The Consumer Price Index for All Urban Consumers, U.S. City Average (1982-1984 = 100), published by the BLS, or such other renamed index. If the BLS changes the publication frequency of the Cost of Living Index so that a Cost of Living Index is not available to make a cost-of-living adjustment as specified herein, the cost-of-living adjustment shall be based on the percentage difference between the Cost of Living Index for the closest preceding month for which a Cost of Living Index is available and the Cost of Living Index for the comparison month as required by this Lease. If the BLS changes the base reference period for the Cost of Living Index from 1982-84 = 100, the cost-of-living adjustment shall be determined with the use of such conversion formula or table as may be published by the BLS. If the BLS otherwise substantially revises, or ceases publication of the Cost of Living Index, then a substitute index for determining cost-of-living adjustments, issued by the BLS or by a reliable governmental or other nonpartisan publication, as near as practicable to the Consumer Price Index, shall be reasonably selected in good faith by Lessor and approved by Lessee, such approval not to be unreasonably withheld or delayed.

County: Gilmer County, Georgia, the county in which the Leased Property is located.

CPI Increase: The percentage increase in (i) the Cost of Living Index published for the beginning of the first Quarter of each Lease Year, over (ii) the Cost of Living Index published for the beginning of the first Quarter of the immediately prior Lease Year.

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CPI Multiplier: The sum of 1 plus a fraction, the numerator of which shall be equal to the change in the Cost of Living Index from January to December of the preceding calendar year, and the denominator of which shall be the Cost of Living Index for January of the preceding calendar year.

Date of Taking: The date the Condemnor has the right to possession of the property which is being condemned.

Environmental Costs: As defined in Article XXXV.

Environmental Laws: Environmental Laws shall mean any and all federal, state, municipal and local laws, statutes, ordinances, rules, regulations, guidances, policies, orders, decrees, judgments, whether statutory or common law, as amended from time to time, now or hereafter in effect, or promulgated, pertaining to the environment, public health and safety and industrial hygiene, including the use, generation, manufacture, production, storage, release, discharge, disposal, handling, treatment, removal, decontamination, clean-up, transportation or regulation of any Hazardous Substance, including the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide, Rodenticide Act, the Safe Drinking Water Act and the Occupational Safety and Health Act.

Event of Default: As defined in Article XVI.

Extended Term(s): As defined in Article XIX.

Facility: Collectively, the Buildings.

Facility Mortgage: As defined in Article XIII.

Facility Mortgagee: As defined in Article XIII.

Fair Market Rental: The fair market rental value of the Leased Property, or applicable portion thereof, based upon the Fair Market Value, including any periodic increases therein, determined in accordance with the appraisal procedures set forth in Articles XXXIII.

Fair Market Value: The fair market value of the Leased Property, and all Capital Additions, determined in accordance with the appraisal procedures set forth in Article XXXIII. Fair Market Value shall be determined by assuming that the Leased Property is encumbered by this Lease. Further, in determining Fair Market Value the positive or negative effect on the value of the Leased Property attributable to the interest rate, amortization schedule, maturity date, prepayment penalty and other terms and conditions of any encumbrance which will not be removed at or prior to the date as of which such Fair Market Value determination is being made shall be taken into account. The Leased Property shall be valued at its highest and best use which shall be presumed to be as a fully-permitted Facility operated in accordance with the provisions of this Lease. Fair market value of the Leased Property shall not include “going concern” or “business enterprise” value attributable to factors other than the highest and best use of the Leased Property. In addition, the following specific matters shall be factored in or out, as appropriate, in determining Fair Market Value: the negative value of (a) any failure to maintain

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or repair the Leased Property as required by this Lease, and (b) any other breach or failure of Lessee to perform or observe its obligations hereunder shall not be taken into account; rather, the Leased Property, and every part thereof, shall be deemed to be in the condition required by this Lease (i.e., good order and repair) and Lessee shall at all times be deemed to have operated the Facility in compliance with and to have performed all obligations of the Lessee under this Lease.

Fixed Term: As defined in Article I.

Fixtures: As defined in Article I.

GAAP: Generally accepted accounting principles.

General Liability Insurance: As defined in Article XIII.

Handling: As defined in Article XXXV.

Hazardous Substances: Collectively, any substance, material or waste regulated pursuant to any Environmental Law.

Impartial Appraiser: As defined in Article XIII.

Impositions: Collectively, all taxes, including capital stock, franchise and other state taxes of Lessor, ad valorem, sales, use, single business, gross receipts, transaction privilege, rent or similar taxes; assessments including assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term; ground rents; water, sewer and other utility levies and charges; excise tax levies; governmental fees of general application including license, permit, inspection, authorization and similar fees; and all other governmental charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in all cases, however, in respect of the Leased Property and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Lessee which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) Lessor or Lessor’s interest in the Leased Property, (ii) the Leased Property or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (iii) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Leased Property or the leasing or use of the Leased Property or any part thereof; provided, however, that nothing contained in this Lease shall be construed to require Lessee to pay (a) any tax based on net income (whether denominated as a franchise or capital stock or other tax as a substitute for or in lieu of an income tax) or gross receipts (other than gross receipts taxes in the nature of sales, value added, use or similar taxes) imposed on Lessor or any other Person, (b) any transfer, or net revenue tax of Lessor or any other Person except Lessee and its successors, (c) any tax imposed with respect to the sale, exchange or other disposition by Lessor of any interest in the Leased Property or the proceeds thereof, (d) any tax imposed on any principal or interest on any indebtedness on the Leased Property for which Lessor or any affiliate of Lessor is the obligor, or (e) any tax or imposition imposed on Lessor to the extent that such tax or other imposition results from the negligence or misconduct of Lessor or any affiliate of Lessor.

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Insurance Requirements: The terms of any insurance policy required by this Lease and all requirements of the issuer of any such policy and of any insurance board, association, organization or company necessary for the maintenance of any such policy.

Land: As defined in Article I.

Lease: As defined in the preamble.

Lease Year: Each period of twelve (12) full calendar months from and after the Commencement Date.

Leased Equipment; Leased Improvements; Leased Property: Each as defined in Article I.

Legal Requirements: All federal, state, county, municipal and other governmental statutes, laws (including common law and Environmental Laws), rules, codes, orders, regulations, ordinances, permits, licenses, covenants, conditions, restrictions, judgments, decrees and injunctions affecting and legally binding upon either the Leased Property and all Capital Additions or the construction, use or alteration thereof, whether now or hereafter enacted and in force, including any which may (i) require repairs, modifications or alterations in or to the Leased Property and all Capital Additions, (ii) adversely affect in any material respect the use and enjoyment thereof in Lessee’s business, or (iii) regulate the transport, handling, use, storage or disposal or require the cleanup or other treatment of any Hazardous Substance.

Lessee: As defined in the preamble.

Lessee’s Personal Property: The Personal Property of Lessee which may from time to time be located on the Leased Property and used in connection with the Facility.

Lessor: As defined in the preamble.

Officer’s Certificate: A certificate of Lessee signed by an officer authorized to so sign by its board of directors or by-laws.

Overdue Rate: On any date, a rate equal to Two Percent (2%) above the Prime Rate, but in no event greater than the maximum rate then permitted under applicable law.

Payment Date: Any due date for the payment of the installments of Base Rent or any other sums payable under this Lease.

Permitted Encumbrances: As defined in Article I.

Person: Any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other form of entity.

Personal Property: All machinery, furniture and equipment, including phone systems and computers, trade fixtures, inventory, supplies and other personal property used or useful in the use of the Leased Property for its Primary Intended Use, other than Fixtures and Leased Equipment.

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Primary Intended Use: As to Building A, a medical office building and such other uses necessary or incidental to such use, or such other uses which have been approved by Lessor pursuant to Section 7.2.2. As to Building B, a community center and such other uses necessary or incidental to such use, or such other uses which have been approved by Lessor pursuant to Section 7.2.2. As to Building C, a physician lounge and storage for records, or such other uses necessary or incidental to such use, or such other uses which have been approved by Lessor pursuant to Section 7.2.2. As to the remainder of the Leased Property, such uses which have been approved by Lessor pursuant to Section 7.2.2.

Prime Rate: On any date, a rate equal to the annual rate on such date announced by the Wells Fargo Bank, National Association to be its prime, base or reference rate for 90-day unsecured loans to its corporate borrowers of the highest credit standing but in no event greater than the maximum rate then permitted under applicable law. If the Wells Fargo Bank, National Association discontinues its use of such prime, base or reference rate or ceases to exist, Lessor shall designate the prime, base or reference rate of another state or federally chartered bank based in Atlanta, Georgia of comparable or greater size and standing to be used for the purpose of calculating the Prime Rate hereunder.

Quarter: During each Lease Year, the first three (3) calendar month period commencing on the first (1st) day of such Lease Year and each subsequent three (3) calendar month period within such Lease Year; provided, however, that the last Quarter during the Term may be a period of less than three (3) calendar months and shall end on the last day of the Term.

Related Rights: As defined in Article I.

Rent: Collectively, the Base Rent and Additional Charges.

Replacement Cost: As defined in Article XIII.

State: The State of Georgia.

Term: Collectively, the Fixed Term and any Extended Term(s), as the context may require, unless earlier terminated.

Transfer: As defined in Article XXIII.

Unsuitable for Its Primary Intended Use: A state or condition of the Facility, such that by reason of damage or destruction or Condemnation the Facility cannot, in the good faith reasonable opinion of Lessee, be operated on a commercially practicable basis for its Primary Intended Use.

ARTICLE III.

3.1 Rent . Lessee will pay to Lessor in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset or deduction, the

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amounts set forth hereinafter as Base Rent during the Term. Payments of Base Rent shall be made by a prearranged payment deposit through the Electronic Automated Clearing House Network (“ACH”) initiated by Lessee to Lessor’s account at an ACH member bank on the first day of each calendar month or at such other place or to such other Person as Lessor from time to time may designate in writing.

3.1.1 Base Rent . Lessee shall pay to Lessor “Base Rent” monthly, in advance on or before the first (1 ^st ) day of each calendar month during the Term commencing with the Commencement Date of July 1, 2016. All Rent due hereunder for any fractional calendar month shall be prorated. The Base Rent shall initially be paid at the rate of Three Hundred Fifty Three Thousand Six Hundred Sixteen Dollars ($353,616.00) per Lease Year or Twenty Nine Thousand Four Hundred Sixty Eight Dollars ($29,468.00) per month. The first monthly payment of Rent shall be payable on the Commencement Date.

3.1.2 Rent Escalation : The Base Rent shall be adjusted upwards by 3% of the previous year’s rent each year on the anniversary of the Commencement Date in accordance with Exhibit B.

3.2 Additional Charges. In addition to the Base Rent, (i) Lessee shall also pay and discharge as and when due and payable all other amounts, liabilities, obligations and Impositions which Lessee assumes or agrees to pay under this Lease; and (ii) in the event of any failure on the part of Lessee to pay any of those items referred to in clause (i) above, Lessee shall also promptly pay and discharge every fine, penalty, interest and cost which is validly imposed thereon for non-payment or late payment of such items (the items referred to in clauses (i) and (ii) above being referred to herein collectively as the “Additional Charges”).

3.3 Expense Reimbursement. On July 1, 2016, Lessee shall pay to Lessor as expense reimbursement Two Hundred Seventy-Five Thousand Dollars ($275,000).

3.4 Late Payment of Rent .

(a) LESSEE HEREBY ACKNOWLEDGES THAT LATE PAYMENT BY LESSEE TO LESSOR OF RENT MAY CAUSE LESSOR TO INCUR COSTS NOT CONTEMPLATED HEREUNDER, THE EXACT AMOUNT OF WHICH IS PRESENTLY ANTICIPATED TO BE EXTREMELY DIFFICULT TO ASCERTAIN. SUCH COSTS MAY INCLUDE PROCESSING AND ACCOUNTING CHARGES AND LATE CHARGES WHICH MAY BE IMPOSED ON LESSOR BY THE TERMS OF ANY LOAN AGREEMENT AND OTHER EXPENSES OF A SIMILAR OR DISSIMILAR NATURE. ACCORDINGLY, IF ANY INSTALLMENT OF RENT OTHER THAN ADDITIONAL CHARGES PAYABLE TO A PERSON OTHER THAN LESSOR SHALL NOT BE PAID WITHIN THREE (3) BUSINESS DAYS AFTER ITS DUE DATE, LESSEE WILL PAY LESSOR ON DEMAND A LATE CHARGE EQUAL TO THE LESSER OF (I) FIVE PERCENT (5%) OF THE AMOUNT OF SUCH INSTALLMENT OR (II) THE MAXIMUM AMOUNT PERMITTED BY LAW. THE PARTIES AGREE THAT THIS LATE CHARGE REPRESENTS A FAIR AND REASONABLE ESTIMATE OF THE COSTS THAT LESSOR WILL INCUR BY REASON OF LATE PAYMENT BY LESSEE. THE PARTIES FURTHER AGREE THAT SUCH LATE CHARGE IS RENT AND NOT INTEREST AND SUCH ASSESSMENT DOES NOT

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CONSTITUTE A LENDER OR BORROWER/CREDITOR RELATIONSHIP BETWEEN LESSOR AND LESSEE. IN ADDITION, THE AMOUNT UNPAID, INCLUDING ANY LATE CHARGES, SHALL BEAR INTEREST AT THE OVERDUE RATE COMPOUNDED MONTHLY FROM THE DUE DATE OF SUCH INSTALLMENT TO THE DATE OF PAYMENT THEREOF, AND LESSEE SHALL PAY SUCH INTEREST TO LESSOR ON DEMAND. THE PAYMENT OF SUCH LATE CHARGE OR SUCH INTEREST SHALL NOT CONSTITUTE WAIVER OF, NOR EXCUSE OR CURE, ANY DEFAULT UNDER THIS LEASE, NOR PREVENT LESSOR FROM EXERCISING ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO LESSOR.

(b) Lessee agrees that except with respect to late payments of Rent as to which the late charge specified in Section 3.4(a) is applicable, all late payments of Rent shall bear interest at the Overdue Rate compounded monthly from the due date of such installment to the date of payment thereof, and Lessee shall pay such interest to Lessor on demand.

3.5 Net Lease . This Lease is and is intended to be what is commonly referred to as a “net, net, net” or “triple net” lease. The Rent shall be paid absolutely net to Lessor, so that this Lease shall yield to Lessor, before, gross receipts (other than gross receipts taxes in the nature of sales, value added use or similar tax), income or any other tax Lessee has not agreed to pay pursuant to Article IV, the full amount of the installments of Base Rent and Additional Charges throughout the Term.

ARTICLE IV.

4.1 Impositions .

4.1.1 Subject to Article XII relating to permitted contests, Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost may be added for non- payment. Lessee shall make such payments directly to the taxing authorities where feasible, and promptly furnish to Lessor upon request copies of official receipts or other reasonable proof evidencing such payments. Subject to permitted contests, Lessee’s obligation to pay Impositions shall be fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any Imposition may, at the option of the taxpayer, lawfully be paid in installments, whether or not interest shall accrue on the unpaid balance of such Imposition, Lessee may pay the same, and any accrued interest on the unpaid balance of such Imposition, in installments as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto.

4.1.2 Lessor shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to Lessor’s net income, gross receipts, franchise taxes, taxes on its capital stock or any other tax specific to real estate investment trusts or Lessor’s industry. Lessee shall prepare and file all other real estate, property, and all other material tax returns, and reports as may be required in respect of the Facility by Legal Requirements and Lessor will cooperate with Lessee to accommodate such filing.

4.1.3 Any refund due from any taxing authority in respect of any Imposition paid by Lessee shall be paid over to or retained by Lessee if no Event of Default shall have occurred

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hereunder and be continuing or, if an Event of Default shall have occurred and then be continuing, at such later time as such Event of Default shall no longer be continuing. Any other refund shall be paid over to or retained by Lessor.

4.1.4 Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. If any property covered by this Lease is classified as personal property for tax purposes, Lessee shall file all personal property tax returns in such jurisdictions where it must legally so file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Lessor is legally required to file personal property tax returns and to the extent practicable, Lessee shall be promptly provided with copies of any assessment notices indicating a value in excess of the reported value in sufficient time for Lessee to file a protest. Lessee shall file all real estate or property tax returns to the fullest extent permitted by law and Lessor will cooperate with Lessee to permit such filing. In no event shall Lessor file any personal or real property tax return prior to consulting with and considering in good faith any comments Lessee may make with respect to valuation thereof or any other relevant matter.

4.1.5 Lessee may, upon notice to Lessor, at Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall cooperate reasonably with Lessee in such protest, appeal, or other action but at no out-of-pocket cost or expense to Lessor. Billings for reimbursement by Lessee to Lessor of personal property or real property taxes shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property with respect to which such payments are made.

4.1.6 Lessor shall give prompt notice to Lessee of all Impositions payable by Lessee hereunder of which Lessor has knowledge. Lessor’s failure to give any such notice shall in no way diminish Lessee’s obligations hereunder to pay such Impositions but Lessee shall not be responsible for any penalties, interest or other amounts resulting from the failure of Lessor to give such notice.

4.1.7 Impositions imposed in respect of the tax-fiscal period during which the Term terminates shall be adjusted and prorated between Lessor and Lessee, whether or not such Imposition is imposed before or after such termination.

4.2 Utilities . Lessee shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in the Leased Property and in any Capital Additions thereto. Lessee shall also pay or reimburse Lessor for all out-of-pocket costs and expenses of any kind whatsoever which at any time with respect to the Term hereof may be imposed against Lessor by reason of any of the covenants, conditions and/or restrictions affecting the Leased Property or any portion thereof, or with respect to easements, licenses or other rights over, across or with respect to any adjacent or other property which benefits the Leased Property, including any and all costs and expenses associated with any utility, drainage and parking easements.

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4.3 Insurance . Lessee shall pay or cause to be paid all premiums for the insurance coverage required to be maintained by Lessee hereunder.

ARTICLE V.

5.1 No Abatement; Termination and Acceleration, etc.

5.1.1 No Abatement . Except as otherwise specifically provided in this Lease, Lessee shall remain bound by this Lease in accordance with its terms and shall not seek or be entitled to any abatement, deduction, deferment or reduction of Rent, or set-off against the Rent. Lessee hereby specifically waives all rights arising from any occurrence whatsoever which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Lease or quit or surrender the Leased Property or any portion thereof; or (b) which may entitle Lessee to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee hereunder, except as otherwise specifically provided in this Lease. The obligations of Lessor and Lessee hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Default. Nothing in this Section shall prohibit Lessee from separately pursuing any claim that it may have against Lessor or any other person for any reason whatsoever or from seeking to recover any payment which was not due and payable in accordance with the terms hereof.

5.1.2 Termination and Acceleration of Rent . In the event that Lessee wishes to early terminate the Term of this Lease, Lessee may, at its option, terminate the Term commencing with the first day of the sixth Lease Year or on the first day of each Lease Year thereafter by paying to Lessor (i) the remainder of the Base Rent that would otherwise have been payable by Lessee had the Term continued through the one hundred twentieth (120th) month after the Commencement Date (or in the case of an Extended Term, through the end of such Extended Term) including the appropriate Rent Escalation (determined with reference to the escalation effective as of the date of such termination and acceleration) and (ii) all other amounts then owing by Lessee to Lessor and unpaid. Should Lessee at any time elect to exercise its foregoing option to early terminate the Term of this Lease and accelerate the Base Rent including appropriate Rent Escalation. Lessee shall give notice in writing to Lessor at least 180 days prior to the date of such termination. After receipt of any such notice, Lessor shall, without limiting the generality of the provisions of Section 25.1, have the right from time to time during usual business hours to enter into and show the Leased Property to prospective lessees, purchasers and/or assignees.

ARTICLE VI.

6.1 Ownership of the Leased Property . Lessee acknowledges that the Leased Property is the property of Lessor and that Lessee has only the rights, granted hereunder and as provided by law, including without limitation, the right to the exclusive possession and use of the Leased Property upon the terms and conditions of this Lease. If upon expiration of the Term, the Leased Property does not comply with Section 9.1.4., Lessee shall, to the extent required by such Section at its expense, restore the Leased Property to the condition specified therein.

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6.2 Personal Property . During the Term, Lessee may at its expense, install, affix or assemble or place on any parcels of the Land or in any of the Leased Improvements, any items of Lessee’s Personal Property and replacements thereof which shall be the property of and owned by Lessee.

ARTICLE VII.

7.1 Condition of the Leased Property . Lessee acknowledges receipt and delivery of possession of the Leased Property and that Lessee has examined and otherwise has knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease and accepts the same as satisfactory for its purposes hereunder. Regardless, however, of any examination or inspection made by Lessee and whether or not any patent or latent defect or condition was revealed or discovered thereby, Lessee is leasing the Leased Property “as is” in its present condition. Lessee waives any claim or action against Lessor in respect of the present condition of the Leased Property including any defects or adverse conditions not discovered or otherwise known by Lessee as of the date hereof. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, OR AS TO THE NATURE OR QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, IT BEING AGREED THAT DURING THE TERM ALL SUCH RISKS, LATENT OR PATENT, (EXCEPT ANY SUCH RESULTING FROM THE ACTIONS, NEGLIGENCE, MISCONDUCT OR BREACH OF THIS LEASE BY LESSOR) ARE TO BE BORNE SOLELY BY LESSEE INCLUDING ALL RESPONSIBILITY AND LIABILITY FOR ANY ENVIRONMENTAL REMEDIATION AND COMPLIANCE WITH ALL ENVIRONMENTAL LAWS TO THE EXTENT ARISING FROM ACTS OR EVENTS OCCURRING DURING THE TERM OF THIS LEASE.

7.2 Use of the Leased Property

7.2.1 Lessee covenants that it will obtain and maintain all authorization and approvals needed to use and operate the Leased Property and the Facility for the Primary Intended Use and any other use conducted on the Leased Property as may be permitted from time to time hereunder in accordance with Legal Requirements including applicable licenses, provider agreements, permits, and Medicare certification.

7.2.2 Lessee shall use or cause to be used the Leased Property and the improvements thereon for its Primary Intended Use. If it becomes economically infeasible to operate the Facility for such initial Primary Intended Use, then Lessee may use the Facility for other health care related uses, provided, however, that Lessee must first obtain the written consent of Lessor, which consent shall not be unreasonably withheld. In deciding whether to give or withhold such consent, Lessor may consider, among other things, the impact of such proposed use or uses on the Fair Market Value of the Leased Property. All other uses of the Facility (i.e., non health care related uses) shall be permitted only with the prior written consent of Lessor, which consent shall be at the sole discretion of Lessor. Any use or uses approved by Lessor under this Section 7.2.2 shall be deemed, collectively, the Primary Intended Use.

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7.2.3 Lessee shall not commit or suffer to be committed any waste on the Leased Property or any Capital Addition thereto or cause or permit any nuisance thereon.

7.2.4 Lessee shall neither suffer nor permit the Leased Property or any portion thereof or any Capital Addition thereto, or Lessee’s Personal Property, to be used in such a manner as would in any material respect (i) reasonably tend to impair Lessor’s title thereto or to any portion thereof or (ii) make possible a claim of adverse use or possession, or an implied dedication of the Leased Property or any portion thereof or any Capital Addition thereto.

7.3 Lessor to Grant Easements, etc . Lessor shall, from time to time so long as no Event of Default has occurred and is continuing, at the request of Lessee and at Lessee’s cost and expense, but subject to the approval of Lessor, which approval shall not be unreasonably withheld or delayed (i) grant easements and other rights in the nature of easements; (ii) release existing easements or other rights in the nature of easements which are for the benefit of the Leased Property; (iii) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes; (iv) execute petitions to have the Leased Property annexed to any municipal corporation or utility district; (v) execute amendments to any covenants, conditions and restrictions affecting the Leased Property; and (vi) execute and deliver to any Person any instrument appropriate to confirm or effect such grants, releases, dedications and transfers to the extent of its interest in the Leased Property, but only upon delivery to Lessor of an Officer’s Certificate stating that such grant, release, dedication, transfer, petition or amendment is not detrimental to the proper conduct of the business of Lessee on the Leased Property and does not materially reduce the value of the Leased Property. Lessee shall reimburse Lessor for any reasonable out-of-pocket expenses incurred by Lessor in connection with such granting, releasing, dedicating, transferring or executing easements, petitions, transfers, amendments or instruments.

7.4 Signage . Lessee shall have the right, at its expense, to erect its signs (i) identifying it on the exterior of the Leased Property subject to Lessor’s prior written approval, not to be unreasonably withheld, and (ii) when necessary for way-finding, in the interior of the Leased Property, at street entrances, and in parking lots as necessary in such parking lots to direct suppliers and patients to the Leased Property.

ARTICLE VIII.

8.1 Compliance with Legal and Insurance Requirements, Instruments, etc. Subject to Article XII regarding permitted contests, Lessee, at its expense, shall take such commercially reasonable steps as are necessary to (i) comply with all Legal Requirements and Insurance Requirements regarding the use, operation, maintenance, repair and restoration of the Leased Property, Lessee’s Personal Property and all Capital Additions whether or not compliance therewith may require structural changes in any of the Leased Improvements or Capital Additions and (ii) procure, maintain and comply with all licenses, certificates of need, provider agreements and other authorizations required for the use of the Leased Property, Lessee’s Personal Property and all Capital Additions for the Primary Intended Use and any other material use of the Leased Property, Lessee’s Personal Property and all Capital Additions then being made, and for the proper erection, installation, operation and maintenance of all material components of the Leased Property and all Capital Additions , except for any compliance, procurance, or maintenance as

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would not materially adversely affect the Leased Property, the financial condition of Lessee or Lessee’s ability to perform its obligations hereunder. After the occurrence of an Event of Default and during the continuance thereof, Lessor may, but shall not be obligated to, and upon reasonable prior notice, enter upon the Leased Property and all Capital Additions thereto and take such reasonable actions and incur such reasonable costs and expenses to effect such compliance as it deems advisable to protect its interest in the Leased Property and Capital Additions thereto, and Lessee shall reimburse Lessor for all out- of-pocket costs and expenses reasonably incurred by Lessor in connection with such actions. Lessee covenants and agrees that the Leased Property, Lessee’s Personal Property and all Capital Additions shall not be used for any unlawful purpose.

ARTICLE IX.

9.1 Maintenance and Repair

9.1.1 Lessee, at its expense, shall take commercially reasonable steps to maintain the Leased Property, and every portion thereof, Lessee’s Personal Property and all Capital Additions, and all private roadways, sidewalks and curbs appurtenant to the Leased Property, and which are under Lessee’s control in good order and repair, ordinary wear and tear excepted. Lessee shall, at its sole cost and expense, and with Lessor’s prior written consent, replace the Leased Equipment as and when Lessee, in the exercise of its reasonable business judgment, deems necessary. Such replacement shall not become a part of the Leased Equipment, but shall be owned by Lessee and shall become a part of Lessee’s Personal Property.

9.1.2 During the Term, Lessor shall not under any circumstances be required to (i) build or rebuild any improvements on the Leased Property; (ii) make any repairs, replacements, alterations, restorations or renewals of any nature to the Leased Property, whether ordinary or extraordinary, structural or non-structural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto; or (iii) maintain the Leased Property in any way. Lessee hereby waives, to the extent permitted by law, the right to make repairs at the expense of Lessor pursuant to any law in effect at the time of the execution of this Lease or hereafter enacted.

9.1.3 Nothing contained in this Lease and no action or inaction by Lessor shall be construed as (i) constituting the consent or request of Lessor, expressed or implied, to any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor or services or the furnishing of any materials or other property, except for the construction, alteration, addition, repair or demolition of or to the Leased Property or any part thereof or any Capital Addition thereto; or (ii) giving Lessee any right, power or permission to contract for or permit the performance of any labor or services or the furnishing of any materials or other property, except as and to the extent permitted in Section 10.1, in such fashion as would permit the making of any claim against Lessor in respect thereof, subject to the provisions of this Article IX and of Articles X, XIV and XV, or to make any agreement that may create, or in any way be the basis for, any right, title, interest, lien, claim or other encumbrance upon the estate of Lessor in the Leased Property, or any portion thereof or any Capital Addition thereto.

9.1.4 Unless Lessor shall convey any of the Leased Property to Lessee pursuant to the provisions of this Lease, Lessee shall, upon the expiration or earlier termination of the Term,

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vacate and surrender the Leased Property, and all Capital Additions to Lessor in the condition in which the Leased Property was originally received from Lessor and Lessee’s Personal Property and Capital Additions were originally introduced to the Facility, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Lease and except for ordinary wear and tear.

9.2 Encroachments, Restrictions, Mineral Leases, etc. Except for Permitted Encumbrances, if any of the Leased Improvements or Capital Additions shall, at any time, encroach upon any property, street or right of way, or shall violate any restrictive covenant or other agreement affecting the Leased Property, or any part thereof or any Capital Addition thereto, or shall impair the rights of others under any easement or right-of-way to which the Leased Property is subject, or the use of the Leased Property or any Capital Addition thereto is impaired, limited or interfered with by reason of the exercise of the right of surface entry or any other provision of a lease or reservation of any oil, gas, water or other minerals, then promptly upon the request of any Person affected by any such encroachment, violation or impairment, or of Lessor if such encroachment, violation or impairment is not reflected in Lessor’s title policy or survey of the Facility, Lessee, at its sole cost and expense, but subject to its right to contest the existence of any such encroachment, violation or impairment, shall either (i) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation or impairment, whether the same shall affect Lessor or Lessee; or (ii) make such changes in the Leased Improvements and any Capital Addition thereto, and take such other actions, as Lessee in the good faith exercise of its judgment deems reasonably practicable, to remove such encroachment or to end such violation or impairment, including, if necessary, the alteration of any of the Leased Improvements or any Capital Addition thereto, and in any event take all such actions as may be commercially reasonable in order to be able to continue the operation of the Leased Improvements and any Capital Addition thereto for the Primary Intended Use substantially in the manner and to the extent the Leased Improvements and Capital Additions were operated prior to the assertion of such encroachment, violation or impairment. Lessee’s obligations under this Section 9.2 shall be in addition to and shall in no way discharge or diminish any obligation of any insurer under any policy of title or other insurance and, to the extent the recovery thereof is not necessary to compensate Lessor for any damages incurred by any such encroachment, violation or impairment, Lessee shall be entitled to a credit for any sums recovered by Lessor under any such policy of title or other insurance.

ARTICLE X.

10.1 Construction of Capital Additions to the Leased Property . Without the prior written consent of Lessor, which consent may not be unreasonably withheld or delayed, Lessee shall make no Capital Additions on or structural alterations to the Leased Property, provided however that Lessee may make alterations or additions to the interior of the property without Lessor’s consent if the construction or installation costs of the alterations do not exceed twenty-five thousand dollars ($25,000) in which event Lessee shall provide Lessor with written description in reasonable detail of the nature and extent of such alterations or additions promptly after completion thereof. All Capital Additions constituting real property or fixtures shall automatically become Leased Property (i.e., the property of the Lessor) and subject to this Lease.

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10.2 Requests . If Lessee desires to make a Capital Addition, Lessee shall submit to Lessor in reasonable detail a general description of the proposal, the projected cost of construction and such other information concerning the proposal as Lessor may reasonably request. Such description shall indicate the use or uses to which such Capital Addition will be put and the estimated impact, if any, on current and forecasted gross revenues operating income attributable thereto and the Fair Market Value of the Leased Property. In addition to considering the foregoing, it shall be reasonable for Lessor to condition its approval of any Capital Addition upon any or all of the following terms and conditions:

(a) Such construction shall be effected pursuant to detailed plans and specifications reasonably satisfactory to Lessor;

(b) Such construction shall be conducted under the supervision of a licensed architect or engineer selected by Lessee and reasonably satisfactory to Lessor;

(c) Lessee shall have procured or caused to be procured a performance and payment bond for the full value of such construction, which such bond shall name Lessor as an additional obligee and otherwise be in form and substance and issued by a Person reasonably satisfactory to Lessor;

(d) Such construction shall not be commenced until Lessee shall have procured and paid for all municipal and other governmental permits and authorizations required therefor, and Lessor shall join in the application for such permits or authorizations whenever such action is necessary; provided, however, that (i) any such joinder shall be at no out-of-pocket cost or expense to Lessor; and (ii) any plans required to be filed in connection with any such application which require the approval of Lessor as hereinabove provided shall have been so approved by Lessor;

(e) Such construction shall not, and Lessee’s licensed architect or engineer shall certify to Lessor that such construction shall not, impair in any material respect the structural strength of any component of the Facility or overburden the electrical, water, plumbing, HVAC or other building systems of any such component;

(f) Lessee’s licensed architect or engineer shall certify to Lessor that the detailed plans and specifications conform to and comply in all material respects with all applicable building, subdivision and zoning codes, laws, ordinances and regulations imposed by all governmental authorities having jurisdiction over the Leased Property;

(g) Such construction shall, when completed, be of such a character as not to decrease in any material respect the value of the Leased Property as it was immediately before such Capital Addition;

(h) During and following completion of such construction, the parking which is located in the Facility or on the Land shall remain adequate for the operation of the Facility for its Primary Intended Use and in no event shall such parking be less than that which was or is required by law or which was located in the Facility or on the Land prior to such construction; provided, however, with Lessor’s prior consent, which shall not be unreasonably withheld or delayed, and at no additional out-of-pocket expense to Lessor,

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(i) to the extent additional parking is not already a part of a Capital Addition, Lessee may construct additional parking on the Land; or (ii) Lessee may acquire off-site parking to serve the Facility as long as such parking shall be permanently dedicated to, or otherwise made available so to serve, the Facility;

(i) All work done in connection with such construction shall be done promptly as practicable and in a good and workmanlike manner using good materials and in all material respects in conformity with applicable Legal Requirements; and

(j) Promptly following the completion of such construction, Lessee shall deliver to Lessor “as built” drawings of such addition, certified as accurate by the licensed architect or engineer selected by Lessee to supervise such work, and copies of any new or revised Certificates of Occupancy.

ARTICLE XI.

11.1 Liens . Subject to the provisions of Article XII relating to permitted contests, Lessee will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim of record upon the Leased Property or any Capital Addition thereto or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (i) this Lease; (ii) the matters that existed as of the Commencement Date; (iii) Permitted Encumbrances or any easements granted pursuant to the provisions of Section 7.3; (iv) liens for Impositions which Lessee is not required to pay hereunder; (v) subleases permitted by Article XXIII; (vi) liens for Impositions not yet delinquent; (vii) liens of mechanics, laborers, materialmen, suppliers or vendors for amounts not yet due; and (viii) any liens which are the responsibility of Lessor pursuant to the provisions of Article XXXIV or which arise by, through or under Lessor.

ARTICLE XII.

12.1 Permitted Contests . Lessee, upon prior written notice to Lessor, on its own or in Lessor’s name, at Lessee’s expense, may contest, by appropriate legal proceedings or procedures conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any licensure or certification decision, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, tax, charge or claim; provided, however, that (i) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, tax, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Lessor and from the Leased Property or any Capital Addition thereto; (ii) neither the Leased Property or any Capital Addition thereto, the Rent therefrom nor any material part or interest in either thereof would be reasonably likely to be sold, forfeited, attached or lost pending the outcome of such proceedings; (iii) in the case of a Legal Requirement, neither Lessor nor Lessee would be reasonably likely to be subjected to criminal liability or reasonably likely to be subjected to civil liability for failure to comply therewith pending the outcome of such proceedings; (iv) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; and (v) if such contest be finally resolved against Lessor or Lessee, Lessee shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement.

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Lessor, at Lessee’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest , and if reasonably requested by Lessee or if Lessor so desires, Lessor shall, at Lessor’s sole cost and expense, join as a party therein. The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Base Rent, but Lessee may contest the computation of any other amount payable by Lessee to Lessor hereunder.

ARTICLE XIII.

13.1 Lessee’s General Insurance Requirements . During the Term, Lessee shall at all times keep the Leased Property, and all property located in or on the Leased Property, including Capital Additions, the Fixtures and the Personal Property, insured with the kinds and amounts of insurance described below. This insurance shall be written by companies authorized to do insurance business in the State in which the Leased Property is located. The General Liability Policy (as defined in Section 13.1.4) shall name Lessor and any Facility Mortgagee as “additional insureds.” Losses of the type to be covered by the insurance required to maintained pursuant to Sections 13.1.1 and 13.1.3 shall be payable to Lessor as provided in Article XIV or, if a Facility Mortgage then exists, to the Facility Mortgagee, in each case by way of a standard form of mortgagee’s loss payable endorsement and any loss adjustment involving insurance proceeds of such insurance in excess of $50,000 (as adjusted by CPI Increases) shall require the written consent of Lessor, Lessee, and each Facility Mortgagee. Any such Loss adjustments not in excess of $50,000 (as adjusted by CPI Increases) shall be adjusted by and paid directly to Lessee for application as herein provided. Evidence of insurance shall be deposited with Lessor and, if requested, with any holder of any mortgage, deed of trust or other security agreement (“Facility Mortgagee”) permitted hereby securing any indebtedness or any other encumbrance placed on the Leased Property in accordance with the provisions of Article XXXIV (“Facility Mortgage”). The policies shall insure against the following risks:

13.1.1 Loss or damage by fire, vandalism and malicious mischief, extended coverage perils commonly known as special form perils, earthquake (including earth movement), sinkhole and windstorm in an amount not less than the insurable value on a replacement cost basis (as defined below in Section 13.2) and including a building ordinance coverage endorsement.

13.1.2 Commercial property insurance covering Lessee’s personal property located within the Premises. Property coverage shall be on a full replacement cost basis and Lessee shall be responsible for all deductibles;

13.1.3 Loss or damage by explosion of steam boilers, pressure vessels or similar apparatus, now or hereafter installed in the Facility, in such limits with respect to any one accident as may be reasonably requested by Lessor from time to time;

13.1.4 Claims for bodily injury or property damage under a policy of commercial general liability insurance with amounts not less than One Million and No/100 Dollars ($1,000,000.00) combined single limit and Two Million No/100 Dollars ($2,000,000.00) in the annual aggregate (the “General Liability Insurance”);

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13.1.5 A Commercial umbrella or excess coverage insurance policy with minimum limits of Five Million No/100 Dollars ($5,000,000.00); and

13.1.6 A workers compensation insurance policy in accordance with statutory minimum requirements and an employer’s liability insurance policy with a minimum limit of One Million and No/100 Dollars ($1,000,000.00).

13.2 Replacement Cost . The term “replacement cost” shall mean the replacement cost of the insured property from time to time with materials and workmanship of like kind and quality having due regard to the age of the Leased Property. If either party, or any Facility Mortgagee, believes that the replacement cost has increased or decreased at any time during the Term, it shall have the right to have such replacement cost redetermined by an impartial national insurance company reasonably acceptable to Lessor, Lessee and any Facility Mortgagee (the “impartial appraiser”) but not more frequently than one time per year. If Lessor or Lessee is the party desiring to have the replacement cost so redetermined, such party shall forthwith, on receipt of such determination by the impartial appraiser, give written notice thereof to the other party hereto and to any Facility Mortgagee. The determination of the impartial appraiser shall be final and binding on the parties hereto, and Lessee shall forthwith increase or, subject to consent by any Facility Mortgagee, decrease, the amount of the insurance carried pursuant to this Article to the amount so determined by the impartial appraiser. The party requesting such redetermination if other than any Facility Mortgagee shall pay the fee, if any, of the impartial appraiser except that if any Facility Mortgagee requests such redetermination, Lessor shall pay such fee. If Lessee has made improvements to the Leased Property, Lessor or any Facility Mortgagee may, at Lessor’s expense, have the replacement cost redetermined at any time after such improvements are made, regardless of when the replacement cost was last determined.

13.3 Additional Insurance . In addition to the insurance described above, Lessee will maintain any other coverage required by Legal Requirements for all Persons employed by Lessee on the Leased Property and any Capital Addition thereto in accordance with Legal Requirements.

13.4 Waiver of Subrogation . All insurance policies carried by either party covering the Leased Property and any Capital Addition thereto and Lessee’s Personal Property including contents, fire and casualty insurance, shall, to the extent reasonably obtainable and without increase in premium, expressly waive any right of subrogation on the part of the insurer against the other party. Each party waives any claims it has against the other party hereunder or otherwise to the extent such claim is covered by insurance.

13.5 Policy Requirements . All of the policies of insurance referred to in this Article shall be written in customary market form and by insurance companies with one of the three highest policyholder ratings and financial ratings in the most recent version of Best’s Key Rating Guide; provided, however, that notwithstanding the foregoing, the property insurance policy or policies required to be maintained by Lessee pursuant to Sections 13.1.1 and 13.1.3 with respect to the Leased Property shall be written with a rating of at least A-XII. Lessee shall pay all of the premiums therefor, and deliver such policies or certificates thereof to Lessor prior to their effective date (and with respect to any renewal policy, at least five (5) Business Days prior to the expiration of the existing policy). In the event of the failure of Lessee either to effect such insurance in the names herein called for or to pay the premiums therefor, or to deliver such

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policies or certificates thereof to Lessor and any Facility Mortgagee, at the times required. If Lessee shall fail to maintain insurance substantially in the amounts and at the times herein required, after reasonable prior notice to Lessee in writing, be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefor, in which event the cost thereof, together with interest thereon at the Overdue Rate, shall be repayable to Lessor upon demand therefor. Each insurer shall agree, by endorsement on the policy or policies issued by it, or by independent instrument furnished to Lessor, that it will give to Lessor thirty (30) days’ written notice before the policy or policies in question shall be altered in any material respect, allowed to expire or canceled. Each policy shall have a deductible or deductibles, if any, which are not greater than those normally maintained by Lessee for similar facilities of Lessee in the State but in no event greater than      % of the Replacement Cost of the insured property.

13.6 Increase in Limits . If either party shall at any time believe the limits of the insurance required hereunder to be either excessive or insufficient, the parties shall endeavor to agree in writing on the proper and reasonable limits for such insurance to be carried and such insurance shall thereafter be carried with the limits thus agreed on until further change pursuant to the provisions of this Section. If the parties shall be unable to agree thereon, the proper and reasonable limits for such insurance to be carried shall be determined by an impartial third party reasonably selected by Lessor (or, if a Facility Mortgage then exists, by the Facility Mortgagee) and to whom Lessee shall not have made reasonable objection.

13.7 Blanket Policies and Policies Covering Multiple Locations . Notwithstanding anything to the contrary contained in this Article, Lessee’s obligations to carry the casualty insurance provided for herein may be brought within the coverage of a blanket policy or policies of insurance carried and maintained by Lessee; provided, however, that the coverage afforded Lessor and any Facility Mortgagee will not be reduced or diminished in any material respect from that which would exist under a separate policy meeting the requirements of this Lease by reason of the use of such blanket policy of insurance, and provided further that the requirements of this Article XIII are otherwise satisfied in all material respects.

13.8 No Separate Insurance . Lessee may, on Lessee’s own initiative or pursuant to the request or requirement of any third party, (i) take out separate insurance concurrent in form or contributing in the event of loss with that required in this Article to be furnished by, or which may reasonably be required to be furnished by, Lessee or (ii) increase the amounts of any then existing insurance by securing an additional policy or additional policies, but only if and to the extent such insurance would not have the effect of reducing the amounts of insurance required to be maintained by Lessee in favor of Lessor and/or any Facility Mortgagee hereunder.

ARTICLE XIV.

14.1 Insurance Proceeds . All proceeds payable by reason of any loss or damage to the Leased Property, or any portion thereof, under any policy of insurance required to be carried hereunder shall be paid to Lessor (or a Facility Mortgage exists, to the Facility Mortgagee) and made available by Lessor to Lessee from time to time for the reasonable costs of reconstruction or repair, as the case may be and as such costs are incurred, of any damage to or destruction of the Leased Property, or any portion thereof. Any excess proceeds of insurance remaining after the completion of the restoration or reconstruction of the Leased Property shall be paid over to Lessor (or a Facility Mortgage exists, to the Facility Mortgagee). All salvage resulting from any risk covered by insurance shall belong to Lessor.

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14.2 Insured Casualty .

14.2.1 If the Leased Property is damaged or destroyed from a risk covered by insurance carried by Lessee such that the Facility thereby is rendered Unsuitable for its Primary Intended Use, Lessee shall either (i) restore the Leased Property to substantially the same condition as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property from Lessor for a purchase price equal to the Fair Market Value immediately prior to such damage or destruction. If Lessor does not accept Lessee’s offer to so purchase the Leased Property, Lessee may either withdraw such offer and proceed to restore the Leased Property to substantially the same condition as existed immediately before such damage or destruction or terminate the Lease in which event Lessor shall be entitled to retain the insurance proceeds plus receive payment from Lessee of an amount equal to any deductible or deductibles less Lessee’s interest, if any, in proceeds.

14.2.2 If the Leased Property is damaged from a risk covered by insurance carried by Lessee, but the Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore the Leased Property to substantially the same condition as existed immediately before such damage. Such damage shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to restore and operate the Facility for its Primary Intended Use, Lessee shall offer to purchase the Leased Property for a purchase price equal to the Fair Market Value immediately prior to such damage. If Lessor does not accept the same, Lessee may either withdraw such offer and proceed to restore the Leased Property to substantially the same condition as existed immediately before such damage or destruction, or terminate the Lease, in which event Lessor shall be entitled to retain the insurance proceeds.

14.2.3 If the cost of the repair or restoration exceeds the amount of proceeds received by Lessor from the insurance required to be carried hereunder plus payment received from Lessee of the amount of deductible or deductibles, Lessee shall contribute any excess amounts needed to restore the Facility. Such difference shall be paid by Lessee to Lessor together with any other insurance proceeds, for application to the cost of repair and restoration.

14.2.4 If Lessor accepts Lessee’s offer to purchase the Leased Property, this Lease shall terminate as to the Leased Property upon payment of the purchase price and Lessor shall remit to Lessee (or cause any Facility Mortgagee to remit to Lessee) all insurance proceeds pertaining to the Leased Property then held by Lessor.

14.3 Uninsured Casualty . If the Leased Property is damaged or destroyed from a risk not covered by insurance carried by Lessee, whether or not such damage or destruction renders the Leased Property Unsuitable for its Primary Intended Use, Lessee shall at its expense restore the Leased Property to substantially the same condition it was in immediately before such damage or destruction and such damage or destruction shall not terminate this Lease.

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14.4 No Abatement of Rent . This Lease shall remain in full force and effect and Lessee’s obligation to pay the Rent and all other charges required by this Lease shall remain unabated during the period required for adjusting insurance, satisfying Legal Requirements, repair and restoration.

14.5 Waiver . Lessee waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property.

ARTICLE XV.

15.1.1 Total Taking . If the Leased Property is totally and permanently taken by Condemnation, this Lease shall terminate as of the day before the Date of Taking.

15.1.2 Partial Taking . If a portion of the Leased Property is taken by Condemnation, this Lease shall remain in effect if the Facility is not thereby rendered Unsuitable for Its Primary Intended Use, but if the Facility is thereby rendered Unsuitable for its Primary Intended Use, this Lease shall terminate as of the day before the Date of Taking.

15.1.3 Restoration . If there is a partial taking of the Leased Property and this Lease remains in full force and effect pursuant to Section 15.1.2, Lessor shall make available to Lessee the portion of the Award necessary and specifically identified for restoration of the Leased Property and Lessee shall accomplish all necessary restoration whether or not the amount provided by the condemnor for restoration is sufficient.

15.1.4 Award-Distribution . The entire Award shall belong to and be paid to Lessor (less Lessee’s interest in proceeds which shall be paid to Lessee). Lessee shall also be entitled to receive from the Award, if and to the extent such Award specifically includes any such item, loss of profits and moving expenses.

15.1.5 Temporary Taking . The taking of the use only of the Leased Property, or any part thereof, shall constitute a taking by Condemnation only when the use and occupancy by the taking authority has continued for longer than 180 consecutive days. During any shorter period, which shall be a temporary taking, all the provisions of this Lease shall remain in full force and effect and the Award allocable to the Term shall be paid to Lessee.

15.1.6 Sale Under Threat of Condemnation . A sale by Lessor to any Condemnor, either under threat of Condemnation or while Condemnation proceedings are pending, shall be deemed a Condemnation for purposes of this Lease. Lessor may, without any obligation to Lessee other than pursuant to Section 15.1.4, agree to sell and/or convey to any Condemnor all or any portion of the Leased Property free from this Lease and the rights of Lessee hereunder without first requiring that any action or proceeding be instituted or pursued to judgment.

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ARTICLE XVI.

16.1 Events of Default . Any one or more of the following shall constitute an “Event of Default”:

(a) Lessee fails to pay any installment of Rent when the same becomes due and payable and such failure is not cured by Lessee within a period of three (3) days after notice thereof from Lessor; provided, however, that such notice shall be in lieu of and not in addition to any notice required under applicable law;

(b) if Lessee fails in any material respect to observe or perform any other material term, covenant or condition of this Lease and such failure is not cured by Lessee within thirty (30) days after notice thereof from Lessor, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case such failure shall not be deemed to be an Event of Default if Lessee proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such notice shall be in lieu of and not in addition to any notice required under applicable law;

(c) Lessee shall:

(i) admit in writing its inability to pay its debts generally as they become due,

(ii) file a petition in bankruptcy or a petition to take advantage as debtor of any insolvency act,

(iii) make a general assignment for the benefit of its creditors,

(iv) consent to the appointment of a receiver of itself or of the whole or substantially all of its Property, or

(v) file a petition or answer seeking reorganization or arrangement of Lessee , as applicable, under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof.

(d) Lessee shall be adjudicated as bankrupt or a court of competent jurisdiction shall enter an order or decree appointing, without the consent of Lessee, a receiver of Lessee or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of Lessee under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof, and such judgment, order or decree shall not be vacated or set aside or stayed within ninety (90) days from the date of the entry thereof;

(e) Lessee is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or in any manner, permits the sale or divestiture of substantially all its assets;

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(f) the estate or interest of Lessee in the Leased Property or any part thereof is levied upon or attached in any proceeding and the same shall not be vacated or discharged within the later of ninety (90) days after commencement thereof or sixty (60) days after receipt by Lessee of notice thereof from Lessor; provided, however, that such notice shall be in lieu of and not in addition to any notice required under applicable law;

(g) any of the representations or warranties made by Lessee herein proves to be untrue when made in any material respect;

(h) any proceedings instituted against Lessee by any governmental authority actually resulting in (i) the revocation of any license granted to Lessee essential for the operation of the Facility, or (ii) the decertification of the Facility from participation in the Medicare reimbursement program; and

(i) any default and acceleration of any indebtedness for money borrowed in excess of $50,000 of Lessee has occurred and is continuing.

16.2 Certain Remedies . If an Event of Default has occurred, the Lessor may terminate this Lease by giving the Lessee notice of such termination and the Term shall terminate and all rights of the Lessee under this Lease shall cease. The Lessor shall have all rights at law and in equity available to Lessor as a result of any Event of Default. The Lessee shall pay as Additional Charges all out-of-pocket costs and expenses reasonably incurred by or on behalf of the Lessor, including reasonable attorneys’ fees and expenses, as a result of any Event of Default hereunder. If an Event of Default shall have occurred and be continuing, whether or not this Lease has been terminated pursuant to Section 16.1, Lessee shall, to the extent permitted by law, if required by Lessor so to do, immediately surrender to Lessor possession of the Leased Property and any Capital Additions thereto and quit the same and Lessor may enter upon and repossess the Leased Property and any Capital Addition thereto by reasonable force, summary proceedings, ejectment or otherwise, and may remove Lessee and all other Persons and any of Lessee’s Personal Property from the Leased Property and any Capital Addition thereto.

16.3 Damages . (i) The termination of this Lease; (ii) the repossession of the Leased Property and any Capital Addition thereto; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property; (iv) the reletting of all or any portion of the Leased Property; or (v) the failure or inability of Lessor to collect or receive any rentals due upon any such reletting, shall not relieve Lessee of its liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. If any such termination occurs, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. Thereafter, subject to mandatory provisions of applicable law:

Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for an Event of Default by Lessee, either:

(A) the sum of:

(i) the worth at the time of award of the unpaid Rent which had been earned at the time of termination,

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(ii) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided, plus

(iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided.

As used in clauses (i) and (ii) above, the “worth at the time of award” shall be computed by allowing interest at the Overdue Rate. As used in clause (iii) above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus two percent (2%).

or (B) without termination of Lessee’s right to possession of the Leased Property, each installment of said Rent and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, together with interest at the Overdue Rate from the date when due until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease.

16.4 Application of Funds . Any payments received by Lessor under any of the provisions of this Lease during the existence or continuance of any Event of Default which are made to Lessor rather than Lessee due to the existence of an Event of Default shall be applied to Lessee’s obligations in the order which Lessor may determine or as may be prescribed by the laws of the State.

16.5 Receiver . Upon the occurrence and during the continuance of an Event of Default, and upon commencement of proceedings to enforce the rights of Lessor hereunder, Lessor shall be entitled, as a matter of right, to the appointment of a receiver or receivers acceptable to Lessor of the Leased Property of the revenues, earnings, income, products and profits thereof, pending the outcome of such proceedings, with such powers as the court making such appointment shall confer.

16.6 Waiver . If Lessor initiates judicial proceedings after the occurrence of an Event of Default or if this Lease is terminated by Lessor pursuant to this Article, Lessee waives, to the extent permitted by applicable law, (i) any right of redemption, re-entry or repossession; and (ii) the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt.

ARTICLE XVII.

17.1 Lessor’s Right to Cure Lessee’s Default . If Lessee shall fail to make any payment or to perform any act required to be made or performed hereunder, within the applicable grace period after notice by Lessor thereof, Lessor, after such consultation with Lessee as shall be reasonable under the circumstances and without waiving or releasing any obligation or default, may, but

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shall be under no obligation to, make such payment or perform such act for the account and at the expense of Lessee, and may, to the extent permitted by law, enter upon the Leased Property and any Capital Addition thereto for such purpose and take all such action thereon as, in Lessor’s opinion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Lessee. All sums so paid by Lessor and all costs and expenses, including reasonable attorneys’ fees and expenses, so incurred, together with interest thereon at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Lessor, shall be paid by Lessee to Lessor on demand.

ARTICLE XVIII.

18.1 Purchase of the Leased Property . If Lessee purchases the Leased Property from Lessor, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee a limited warranty deed conveying good title in and to the Leased Property to Lessee free and clear of all encumbrances other than (i) those that Lessee has agreed hereunder to pay or discharge; (ii) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to; (iii) those liens and encumbrances (other than this Lease or any liens or encumbrances placed on or arising against the Leased Property by, through or under Lessor) which were in effect on the date of conveyance of the Leased Property to Lessor; and (iv) the Permitted Encumbrances. The difference between the applicable purchase price and the total of the encumbrances assumed or taken subject to shall be paid to Lessor or as Lessor may direct in immediately available funds. The cost of any title insurance required by Lessee in connection with such conveyance and release and recording fees and one half of any escrow fees shall be paid by Lessee. The cost of any transfer taxes and one half of any escrow fees shall be paid by Lessor.

ARTICLE XIX.

19.1 Renewal Terms . Provided that no Event of Default has occurred and is continuing, either at the date of exercise or upon the commencement of an Extended Term (as hereunder defined), then Lessee shall have the right to renew this Lease for two (2) five (5) year renewal terms (each, an “Extended Term”), upon giving written notice to Lessor of such renewal not less than three (3) months and not more than twelve (12) months prior to the expiration of the then current Term. During each Extended Term, all of the terms and conditions of this Lease shall continue in full force and effect.

Notwithstanding anything to the contrary in this Section 19.1, Lessor, in its sole discretion, may waive the condition to Lessee’s right to renew this Lease that no Event of Default, or event which, with notice or lapse of time or both, would constitute an Event of Default, have occurred or be continuing, and the same may not be used by Lessee as a means to negate the effectiveness of any exercise of Lessee’s renewal right for such Extended Term.

ARTICLE XX.

20.1 Holding Over . If Lessee shall for any reason remain in possession of the Leased Property after the expiration or earlier termination of the Term, such possession shall be as a month-to-month

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tenant during which time Lessee shall pay as Base Rent each month one-hundred twenty-five percent (125%) of the sum of monthly Base Rent applicable to the prior Lease Year, together with all Additional Charges and all other sums payable by Lessee pursuant to this Lease. During such period of month-to-month tenancy, Lessee shall be obligated to perform and observe all of the terms, covenants and conditions of this Lease, but shall have no rights hereunder other than the rights granted or necessarily implied in connection with such obligations and right, to the extent given by law to month-to-month tenancies, to continue its occupancy and use of the Leased Property. Nothing contained herein shall constitute the consent, express or implied, of Lessor to the holding over of Lessee after the expiration or earlier termination of this Lease.

ARTICLE XXI.

21.1 Risk of Loss . The risk of loss or of decrease in the enjoyment and beneficial use of the Leased Property as a consequence of the damage or destruction thereof by fire, the elements, casualties, thefts, riots, wars or otherwise, or in consequence of foreclosures, attachments, levies or executions (other than by Lessor and Persons claiming from, through or under Lessor) is assumed by Lessee, and no such event shall entitle Lessee to any abatement of Rent.

ARTICLE XXII.

22.1 General Indemnification . In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and against claims by parties other than Lessee and its Affiliates (a “Claim”) and all liabilities, obligations, damages, penalties, and causes of action resulting from such Claims, including reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses of defending against any Claim, imposed upon or incurred by or asserted against Lessor by reason of: (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property or adjoining sidewalks; (ii) any use, misuse, non-use, condition, maintenance or repair by Lessee of the Leased Property; (iii) any failure on the part of Lessee to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property; and (vi) the violation by Lessee of any Legal Requirement. Any amounts which become payable by Lessee under this Article shall be paid within ten (10) days after liability therefor is finally determined by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment. Lessee, at its sole cost and expense, shall be entitled to contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or may compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor shall be reasonably satisfactory to Lessor. All indemnification covenants are intended to apply to Claims incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property. For purposes of this Article XXII, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Lessee or Lessor, as the case may be. It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations.

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ARTICLE XXIII.

23. Transfers.

23.1 Prohibitions . Lessee shall not, without Lessor’s prior written consent, either directly or indirectly or through one or more step transactions or tiered transactions, voluntarily or by operation of law, (i) assign, convey, sell, pledge, mortgage, hypothecate or otherwise encumber, transfer or dispose of all or any part of this Lease or Lessee’s leasehold estate hereunder, (ii) sublease all or any part of the Leased Property and/or any Capital Additions or make any other occupancy arrangement with respect thereto, (iii) engage the services of any Person for the management or operation of all or any part of the Leased Property and/or any Capital Additions, (iv) dissolve, merge or consolidate Lessee into any other person, which, directly or indirectly or through one or more step transactions or tiered transactions, results in a change in control of Lessee from the Person(s) owning a majority of the interests in Lessee (or any such Related Lessee Person) immediately prior thereto, (v) sell, convey, assign, pledge, mortgage, hypothecate or otherwise encumber or transfer all or substantially all of the assets of Lessee or (vi) enter into or permit to be entered into any agreement or arrangement to do during the Term any of the foregoing (each of the aforesaid acts referred to in clauses (i) through (vi) being referred to herein as a “Transfer”).

23.2 Consent . Prior to any Transfer, Lessee shall first notify Lessor of its desire to do so and shall submit in writing to Lessor: (i) the name of the proposed sublessee, assignee, manager or other transferee; (ii) the terms and provisions of the Transfer, including any agreements in connection therewith; and (iii) such financial information as Lessor reasonably may request concerning the proposed sublessee, assignee, manager or other transferee.

23.2.1 The consent by Lessor to any Transfer shall not constitute a consent to any subsequent Transfer or to any subsequent or successive Transfer. Any purported or attempted Transfer contrary to the provisions of this Article shall be void and, at the option of Lessor, shall terminate this Lease.

23.2.2 Attornment and Related Matters . Any sublease or other occupancy arrangement shall be expressly subject and subordinate to all applicable terms and conditions of this Lease and provide that Lessor, at its option and without any obligation to do so, may at any time when an Event of Default hereunder shall have occurred and then be continuing require any sublessee or other occupant to attorn to Lessor, in which event Lessor shall undertake the obligations of Lessee, as sublessor, licensor or otherwise under such sublease or other occupancy arrangement from the time of the exercise of such option to the termination of such sublease or other occupancy arrangement and in such case Lessor shall not be liable for any prepaid rents, fees or other charges or for any prepaid security deposits paid by such sublessee or other occupant to Lessee or for any other prior defaults of Lessee under such sublease or other occupancy arrangement. In the event that Lessor shall not require such attornment with respect to any sublease or other occupancy arrangement, then such sublease or other occupancy

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arrangement shall automatically terminate upon the expiration or earlier termination of this Lease, including any early termination by mutual agreement of Lessor and Lessee. Further, any sublease or other occupancy arrangement or other agreement regarding a Transfer shall expressly provide that the sublessee, occupant, assignee, manager or other transferee shall furnish Lessor with such financial and operational information and information about the physical condition of the Facility, including the information required by Article XXIV, as Lessor may reasonably request from time to time.

23.3 Assignment of Lessee’s Rights Against Sublessee Under a Sublease . If Lessor shall consent to a sublease, then the written instrument of consent, executed and acknowledged by Lessor, Lessee and the sublessee thereunder, shall contain a provision substantially similar to the following:

(i) Lessee and such sublessee hereby agree that, if such sublessee shall be in default of any of its obligations under the sublease beyond any applicable grace period, which default also constitutes an Event of Default by Lessee under this Lease, then Lessor shall be permitted to avail itself of all of the rights and remedies available to Lessee against such sublessee in connection therewith.

(ii) Without limiting the generality of the foregoing, Lessor shall, provided an Event of Default shall have occurred hereunder and then be continuing, be permitted (by assignment of a cause of action or otherwise) to institute an action or proceeding against such sublessee in the name of Lessee in order to enforce Lessee’s rights under the sublease, and also shall be permitted to take all ancillary actions (e.g., serve default notices and demands) in the name of Lessee as Lessor reasonably shall determine to be necessary.

(iii) Lessee agrees to cooperate with Lessor, and to execute such documents as shall be reasonably necessary and which are requested in writing by Lessor in connection with the implementation of the foregoing rights of Lessor.

(iv) Lessee expressly acknowledges and agrees that the exercise by Lessor of any of the foregoing rights and remedies shall not constitute an election of remedies, and shall not in any way impair Lessor’s entitlement to pursue other rights and remedies directly against Lessee.

23.4 Costs . Lessee shall reimburse Lessor for Lessor’s reasonable out-of-pocket costs and expenses incurred in conjunction with the processing and documentation of any request to Transfer, including reasonable attorneys’ fees, whether or not such Transfer is actually consummated.

23.5 No Release of Lessee’s Obligations . Except in the event of a full assignment of this Lease, which is consented to by Lessor in writing (which consent may be given or withheld in the sole discretion of Lessor), no Transfer shall relieve Lessee of its obligation to pay the Rent and to perform all of the other obligations to be performed by Lessee hereunder. The liability of Lessee named herein and any immediate and remote transferee of the interest of Lessee in the

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Leased Property by means of any Transfer, and the due performance of the obligations of this Lease on Lessee’s part to be performed or observed, shall not in any way be discharged, released or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under this Lease except to the extent herein provided, (ii) stipulation which extends the time within which an obligation under this Lease is to be performed, (iii) waiver of the performance of an obligation required under this Lease, or (iv) failure to enforce any of the obligations set forth in this Lease. If any sublessee, occupant, manager or other transferee defaults beyond any applicable grace periods in any performance assumed by such sublessee of Lessee’s obligations hereunder, Lessor may proceed directly against the Lessee named herein and/or any immediate and remote successor in interest of Lessee without exhausting its remedies against such sublessee, occupant, manager or other transferee.

23.6 Transfers In Bankruptcy . In the event of a Transfer pursuant to the provisions of the Bankruptcy Code, all consideration payable or otherwise to be delivered in connection with such Transfer shall be paid or delivered to Lessor, shall be and remain the exclusive property of Lessor and shall not constitute property of Lessee or of the estate of Lessee within the meaning of the Bankruptcy Code. Any consideration constituting Lessor’s property pursuant to the immediately preceding sentence and not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid or delivered to Lessor. For purposes of this Section 23.6, the term “consideration” shall mean and included money, services, property and any other thing of value such as payment of costs, cancellation of indebtedness, discounts, rebates and the like. In the event any such consideration is other than cash, the fair market value of such consideration shall be paid or delivered to Lessor in cash.

ARTICLE XXIV.

24.1 Officer’s Certificates and Financial Statements

24.1.1 Officer’s Certificate . At any time and from time to time upon receipt of not less than ten (10) days’ prior written request by the requesting party, the requested party shall furnish to the requesting party an Officer’s Certificate certifying to the best knowledge and belief of such officer (i) that this Lease is unmodified and in full force and effect, or that this Lease is in full force and effect as modified and setting forth the modifications; (ii) the dates to which the Rent has been paid; (iii) whether or not, to the best knowledge of the requested party, the requesting party is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the requested party may have knowledge; and (iv) responses to such other questions or statements of fact as the requesting party shall reasonably request. The failure of the requested party to deliver such statement within such time shall constitute an acknowledgment by such party that (x) this Lease is unmodified and in full force and effect except as may be represented to the contrary by the requesting party; (y) the requesting party is not in default in the performance of any covenant, agreement or condition contained in this Lease; and (z) the other matters set forth in such request, if any, are true and correct. Any such certificate furnished pursuant to this Article may be relied upon by the requesting party and any current or prospective Facility Mortgagee, ground or underlying lessor or purchaser or assignee of the Leased Property or by Lessee’s interest herein or in the Leased Property or any Lender of Lessee, as the case may be.

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24.1.2 Financial Statements . Should Lessor reasonably request, Lessee shall provide to Lessor with reasonable promptness, such financial reports and information and data with respect to the Lessee as may from time to time be so requested.

ARTICLE XXV.

25.1 Lessor’s Right to Inspect and Show the Leased Property . Lessee shall permit Lessor and its authorized representatives, upon reasonable prior notice, during normal business hours to (i) inspect the Leased Property and any Capital Addition thereto and (ii) exhibit the same to prospective purchasers and lenders, and during the last twelve (12) months of the Term (or during the 180 day period after any notice of termination given by Lessee pursuant to Section 5.1.2), to prospective lessees or managers, in each instance during usual business hours and subject to any reasonable security, health, safety or confidentiality requirements of Lessee or any Legal Requirement or Insurance Requirement. Lessee shall cooperate with Lessor in exhibiting the Leased Property and any Capital Additions thereto to prospective purchasers, lenders, lessees and managers.

ARTICLE XXVI.

26.1 No Waiver . No failure by Lessor or Lessee to insist upon the strict performance of any term hereof or to exercise any right, power or remedy hereunder and no acceptance by Lessor of full or partial payment of Rent during the continuance of any default or Event of Default shall constitute a waiver of any such breach or of any such term. No waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect with respect to any other then existing or subsequent breach.

ARTICLE XXVII.

27.1 Remedies Cumulative . Each legal, equitable or contractual right, power and remedy of Lessor now or hereafter provided either in this Lease or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Lessor of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Lessor of any or all of such other rights, powers and remedies.

ARTICLE XXVIII.

28.1 Acceptance of Surrender . No surrender to Lessor of this Lease or of the Leased Property, or any part thereof or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Lessor and no act by Lessor or any representative or agent of Lessor, other than such a written acceptance by Lessor, shall constitute an acceptance of any such surrender.

ARTICLE XXIX.

29.1 No Merger . There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, (i) this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate and (ii) the fee estate in the Leased Property.

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ARTICLE XXX.

30.1 Conveyance by Lessor . If Lessor or any successor owner of the Leased Property shall convey the Leased Property other than as security for a debt, Lessor or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of the Lessor under this Lease arising or accruing from and after the date of such conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner.

ARTICLE XXXI.

31.1 Quiet Enjoyment . So long as no Default or Event of Default shall have occurred and be continuing, Lessor will not, and will not permit any person claiming by, through or under Lessor to, interfere with the quiet use, possession and enjoyment of the Leased Property by Lessee.

Any notice which is personally served shall be effective upon the date of service; any notice given by U.S. Mail shall be deemed effectively given, if deposited in the United States Mail, registered or certified with return receipt requested, postage prepaid and addressed as provided above, on the date of receipt, refusal or non-delivery indicated on the return receipt. In addition, either party may send notices by facsimile or by a nationally recognized overnight courier

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service provides written proof of delivery (such as U.P.S. or Federal Express). Any notice sent by facsimile shall be effective upon confirmation of receipt in legible form, and any notice sent by a nationally recognized overnight courier shall be effective on the date of delivery to the party at its address specified above as set forth in the courier’s delivery receipt. Either party may, by notice to the other from time to time in the manner herein provided, specify a different address for notice purposes. Any default notice pursuant to Article XVI shall be in writing and state that it is a notice of default and shall expressly refer to Article XVI.

ARTICLE XXXIII.

33.1 Appraiser . If it becomes necessary to determine the Fair Market Value or Fair Market Rental for any purpose of this Lease, the same shall be determined by agreement between Lessor and Lessee or, failing such agreement, by an independent appraisal firm, in which one or more of the members, officers or principals of such firm are members of the American Institute of Real Estate Appraisers (or any successor organization thereto), as may be reasonably selected by Lessor from a list of three such appraisers furnished by Lessee (the “Appraiser”). Any such Appraiser shall be independent and impartial person and shall not be directed or influenced by Lessor or Lessee to return any particular result. Lessor shall cause such Appraiser to determine the Fair Market Value or Fair Market Rental as of the relevant date (giving effect to the impact, if any, of inflation from the date of the Appraiser’s decision to the relevant date) and the determination of such Appraiser shall be final and binding upon the parties. If the Facility had reached stabilized operations prior to the Commencement Date, to the extent consistent with sound appraisal practice as then existing at the time of any such appraisal, an appraisal for Fair Market Value shall be made on a basis consistent with the basis on which the Leased Property was appraised for purposes of determining its fair market value at the time the Leased Property was acquired by Lessor. This provision for determination by appraisal shall be specifically enforceable to the extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise provided by applicable law. Lessor and Lessee shall each pay one-half of the fees and expenses of the Appraiser and one-half of all other cost and expenses incurred in connection with such appraisal.

ARTICLE XXXIV.

34.1 Lessor May Grant Liens . Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any ground lease, mortgage, trust deed, lien, encumbrance or title retention agreement (collectively, an “encumbrance”) upon the Leased Property and any Capital Addition thereto, or any portion thereof or interest therein. This Lease is and at all times shall be subject and subordinate to any such encumbrance which may now or hereafter affect the Leased Property and to all renewals, modifications, consolidations, replacements and extensions thereof. This clause shall be self-operative and no further instrument of subordination shall be required; provided, however, that in confirmation of such subordination, Lessee shall execute promptly any certificate or document that Lessor or any ground or underlying lessor, mortgagee or beneficiary may request for such purposes. If, in connection with obtaining financing or refinancing for the Leased Property, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto.

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34.2 Attornment . If Lessor’s interest in the Leased Property is sold or conveyed upon the exercise of any remedy provided for in any Facility Mortgage, or otherwise by operation of law: (i) at the new owner’s option, Lessee shall attorn to and recognize the new owner as Lessee’s Lessor under this Lease or enter into a new lease substantially in the form of this Lease with the new owner and Lessee shall take such actions to confirm the foregoing within twenty (20) days after written request; and (ii) the new owner shall not be subject to any offset, abatement or reduction of rent because of any default of Lessor under this Lease occurring prior to such sale or conveyance.

34.3 SNDA . Lessor shall endeavor in good faith to obtain and deliver to Lessee a subordination non-disturbance agreement from Lessor’s current mortgagor, and from any other future lender, on such lender’s form.

ARTICLE XXXV.

35.1 Hazardous Substances . Lessee shall take commercially reasonable steps to ensure that no Hazardous Substance is placed in, on, under or about the Leased Property or incorporated in the Facility; provided, however, that Hazardous Substances may be brought, kept, used or disposed of in, on or about the Leased Property in quantities and for purposes similar to those brought, kept, used or disposed of in, on or about similar facilities used for purposes similar to the Primary Intended Use or in connection with the renovation of facilities similar to the Facility and which are brought, kept, used and disposed of in strict compliance with Legal Requirements. Lessee shall take commercially reasonable steps to ensure that the Leased Property is not used as a waste disposal site or, except as permitted in the immediately preceding sentence, for the manufacturing, handling, storage, distribution or disposal of any Hazardous Substance.

35.2 Notices . Lessee shall provide to Lessor promptly, upon Lessee’s receipt thereof, a copy of any notice, or notification with respect to, (i) any violation of a Legal Requirement relating to Hazardous Substances located in, on, or under the Leased Property or any adjacent property; (ii) any enforcement, cleanup, removal, or other governmental or regulatory action instituted, completed or threatened in writing with respect to the Leased Property; (iii) any claim made or threatened in writing by any Person against Lessee or the Leased Property relating to damage, contribution, cost recovery, compensation, loss, or injury resulting from or claimed to result from any Hazardous Substance; and (iv) any reports made to any federal, state or local environmental agency arising out of or in connection with any complaints, notices, warnings or asserted violations in respect of any Hazardous Substance in, on, under or removed from the Leased Property.

35.3 Remediation . If Lessee becomes aware of a violation of any Legal Requirement relating to any Hazardous Substance in, on, under or about the Leased Property or any adjacent property, or if Lessee, Lessor or the Leased Property becomes subject to any order of any federal, state or local agency to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property, Lessee shall promptly notify Lessor of such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation. If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall after such prior written notice to Lessor as shall be reasonable under the circumstances have the right, but not the obligation, to carry out such action and to recover from Lessee, Lessor’s reasonable out-of-pocket costs and expenses, if any, incurred in connection therewith.

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35.4 Indemnity . Lessee shall indemnify, defend, protect, save, hold harmless, and reimburse Lessor for, from and against any and all costs, losses (including, losses of use or economic benefit or diminution in value), liabilities, damages, assessments, lawsuits, deficiencies, demands, claims and expenses (collectively, “Environmental Costs”) (whether or not arising out of third-party claims and regardless of whether liability without fault is imposed, or sought to be imposed, on Lessor) incurred in connection with, arising out of, resulting from or incident to, directly or indirectly, during the Term (i) the production, use, generation, storage, treatment, transporting, disposal, discharge, release or other handling or disposition by Lessee of any Hazardous Substances from, in, on or about the Leased Property (collectively, “Handling”), including the effects of such Handling of any Hazardous Substances on any Person or property within or outside the boundaries of the Leased Property, (ii) the locating of any Hazardous Substances in, on, under or about the Leased Property and (iii) the violation of any Legal Requirements (including Environmental Laws). “Environmental Costs” include reasonable out-of- pocket costs for interest, response, compliance, removal, remedial action, containment, cleanup, investigation, damages (including any actual, consequential or punitive damages) incurred by Lessor for personal injuries and for injury to, destruction of or loss of property or natural resources, relocation or replacement costs, penalties, fines, charges or expenses, attorney’s fees, expert fees, consultation fees, and court costs, and all amounts paid in investigating, defending or settling any of the foregoing reasonably incurred by Lessor.

35.5 Environmental Inspection . Lessor shall have the right, from time to time, and upon not less than five (5) days written notice to Lessee, except in the case of an emergency in which event no notice shall be required, to conduct an inspection of the Leased Property to determine the existence or presence of Hazardous Substances on or about the Leased Property. Lessor shall have the right to enter and inspect the Leased Property, conduct any testing, sampling and analyses it reasonably deems necessary and shall have the right to inspect materials brought into the Leased Property. Lessor may, in its discretion, retain such experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith. No such inspection (or other inspection by Lessor under any provision of this Lease or any agreement or document entered into in connection herewith) shall interfere with Lessee’s normal operations upon the Leased Property. Lessee shall remain liable for any environmental condition related to or having occurred during its tenancy regardless of when such conditions are discovered and regardless of whether or not Lessor conducts an environmental inspection at the termination of the Lease. The obligations set forth in this Article shall survive the expiration or earlier termination of the Lease.

ARTICLE XXXVI.

36.1 Memorandum of Lease . Lessor and Lessee shall, promptly upon the request of either, enter into a short form memorandum of this Lease, in form suitable for recording under the laws of the State. Lessee shall pay all the out-of-pocket costs and expenses of recording any such memorandum (excluding any Lessor’s legal fees) and shall cooperate reasonably with Lessor in removing from record any such memorandum upon the expiration or earlier termination of the Term.

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ARTICLE XXXVII.

37.1 Attorneys’ Fees . If Lessor or Lessee brings an action or other proceeding against the other to enforce any of the terms, covenants or conditions hereof or any instrument executed pursuant to this Lease, or by reason of any breach or default hereunder or thereunder, the party prevailing in any such action or proceeding and any appeal thereupon shall be paid all of its costs and reasonable attorneys’ fees incurred therein. In addition to the foregoing and other provisions of this Lease that specifically require Lessee to reimburse, pay or indemnify against Lessor’s attorneys’ fees, Lessee shall pay, as Additional Charges, all of Lessor’s reasonable attorneys’ fees incurred in connection with the administration or enforcement of this Lease, including attorneys’ fees incurred in connection with the renewal of this Lease for any Extended Term, the review of any letters of credit, the review, negotiation or documentation of any subletting, assignment, or management arrangement or any consent requested in connection therewith, and the collection of past due Rent.

ARTICLE XXXVIII.

38.1 Brokers . Lessee warrants that it has not had any contact or dealings with any Person or real estate broker which would give rise to the payment of any fee or brokerage commission in connection with this Lease, and Lessee shall indemnify, protect, hold harmless and defend Lessor from and against any liability with respect to any fee or brokerage commission arising out of any act or omission of Lessee. Lessor warrants that it has not had any contact or dealings with any Person or real estate broker which would give rise to the payment of any fee or brokerage commission in connection with this Lease, and Lessor shall indemnify, protect, hold harmless and defend Lessee from and against any liability with respect to any fee or brokerage commission arising out of any act or omission of Lessor.

ARTICLE XXXIX.

39.1.1 Survival . Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities and indemnities of, Lessee or Lessor arising prior to the expiration or earlier termination of the Term shall survive such expiration or termination. In addition, all claims against, and all liabilities and indemnities hereunder of Lessee shall continue in full force and effect and in favor of the Lessor named herein and its successors and assigns, notwithstanding any conveyance of the Leased Property to Lessee.

39.1.2 Severability . If any term or provision of this Lease or any application thereof shall be held invalid or unenforceable, the remainder of this Lease and any other application of such term or provision shall not be affected thereby.

39.1.3 Corporate Obligation . The obligations of Lessor hereunder are corporate obligations and Lessee agrees to look solely to the assets of Lessor for any recovery against Lessor and not to any individual officer, shareholder, employee or agent of Lessor.

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39.1.4 Successors and Assigns . This Lease shall be binding upon Lessor and its successors and assigns and, subject to the provisions of Article XXIII, upon Lessee and its successors and assigns.

39.1.5 Force Majeure : Anything herein to the contrary notwithstanding, Lessee will not be liable for or be deemed to be in default under this Agreement on account of any delay in the performance of any of its obligations hereunder other than the timely payment of Rent or the timely payment of any other monetary obligation of Lessee hereunder arising out of causes such as: acts of God, war, armed hostilities, riots, fires, floods, earthquakes or serious accidents; governmental acts or failures to act affecting the Facility or the Leased Property; strikes or labor troubles causing cessation, slowdown or interruption of work; a failure of or delay in transportation; damage to the Facility or the Leased Property; or any other cause to the extent it is beyond Lessee’s control and not occasioned by Lessee’s fault or negligence.

39.1.6 Termination Date . If this Lease is terminated by Lessor or Lessee under any provision hereof, and upon the expiration of the Term (collectively, the “termination date”), the following shall pertain:

(i) Lessee shall vacate and surrender the Leased Property, and all Capital Additions to Lessor in the condition required by Article IX. Prior to such vacation and surrender, Lessee shall remove any items of Lessee’s Personal Property which Lessee desires to so remove. Lessee shall, at Lessee’s cost, repair any damage to the Leased Property and any Capital Additions caused by such vacation and/or removal of any items which Lessee is required or permitted hereunder to remove. Any items which Lessee is permitted to remove but fails to remove prior to the surrender to Lessor of the Leased Property and any Capital Additions shall be deemed abandoned by Lessee, and Lessor may retain or dispose of the same as Lessor sees fit without claim by Lessee thereto or to any proceeds thereof. If Lessor elects to remove and dispose of any such items abandoned by Lessee, the cost of such removal and disposal shall be an Additional Charge payable by Lessee to Lessor upon demand. Lessee shall pay all amounts payable by it through the termination date and any costs charged pursuant to the immediately preceding sentence, each of the parties shall bear their own costs and fees incurred (including all costs incurred in performing their respective obligations hereunder) through the termination date and from and after the termination date neither party shall have any further obligations to the other, except for those obligations set forth in this clause (i), those obligations hereunder which are intended to survive the expiration or earlier termination of this Lease and those specific obligations set forth in clause (ii) below.

(ii) Notwithstanding the provisions of clause (i), upon any such termination or expiration of this Lease, the following shall pertain:

(a) Lessee agrees to protect, indemnify, defend and hold harmless Lessor from and against any and all claims, costs, losses, expenses, damages, actions, and causes of action for which Lessee is responsible under this Lease (including Lessee’s indemnification obligations under

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Articles XXII and XXXV) and which accrue or have accrued on or before the termination date. Such obligation to indemnify shall cease and be of no further force and effect as to any claims for indemnity arising with respect to events occurring after the termination of the Term and as to any matter not the subject matter of a Claim made against Lessee in writing on or prior to the first anniversary of the expiration or earlier termination of the Term.

(b) Lessee shall remain liable for the cost of all utilities used in or at the Leased Property and any Capital Additions through the termination date and accrued and unpaid, whether or not then billed, as of the termination date until full payment thereof by Lessee. Lessee shall obtain directly from the companies providing such services statements for all services rendered through the termination date and shall promptly pay the same. If any utility statement with respect to the Leased Property and any Capital Additions includes charges for a period partially prior to and partially subsequent to the termination date, such charges shall be prorated as between Lessor and Lessee, with Lessee responsible for the portion thereof (based upon a fraction the numerator of which is the number of days of service on such statement through the termination date and the denominator of which is the total number of days of service on such statement) through the termination date and Lessor shall be responsible for the balance. The party receiving any such statement which requires proration hereunder shall promptly pay such statement and the other party shall, within ten (10) days after receipt of a copy of such statement, remit to the party paying the statement any amount for which such other party is responsible hereunder.

(c) Lessee shall remain responsible for any and all Impositions imposed against the Leased Property, the Personal Property and any Capital Additions with a lien date prior to the termination date (irrespective of the date of billing therefor) and for its pro rata share of any Impositions imposed in respect of the tax-fiscal period during which the Term terminates as provided in Section 4.1.7, and Lessee shall indemnify and hold Lessor harmless with respect to any claims for such Impositions or resulting from non-payment thereof.

(d) Lessee shall execute all documents and take any actions reasonably necessary to remove this Lease and/or any memorandum hereof as a matter affecting title to the Leased Property.

39.1.7 Governing Law . THIS LEASE (AND ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE (WITHOUT REGARD OF PRINCIPLES OR CONFLICTS OF LAW) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. Lessee and Lessor each

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hereby (i) irrevocably submit to the jurisdiction of the State courts sitting in Cobb County, Georgia and the federal courts sitting in the State and consent to service of process in any legal proceedings arising out of, or in connection with, this Lease (or any agreement formed pursuant to the terms hereof), by any means authorized by applicable law; (ii) irrevocably waive, to the fullest extent permitted by law, any objection to which such party may now or hereinafter have to the lying or to the laying of venue of any litigation arising out of, in connection with, this Lease (or any agreement formed pursuant to the terms hereof), brought in the State courts of Cobb County, or in the United States District Court for the district in which such county is located; and (iii) irrevocably waive any claim in any litigation brought in any such court that the same has been brought in an inconvenient forum.

39.1.8 Entire Agreement . This Lease, the Exhibits hereto and such other documents as are contemplated hereunder, constitutes the entire agreement of the parties with respect to the subject matter hereof, and may not be changed or modified except by an agreement in writing signed by the parties. Lessor and Lessee hereby agree that all prior or contemporaneous oral understandings, agreements or negotiations relative to the leasing of the Leased Property are merged into and revoked by this Lease.

39.1.9 Headings . All titles and headings to sections, subsections, paragraphs or other divisions of this Lease are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other contents of such sections, subsections, paragraphs or other divisions, such other content being controlling as to the agreement among the parties hereto.

39.1.10 Definitions . The Definitions are hereby made a part of, and considered binding provisions of, this Lease.

39.1.11 Counterparts . This Lease may be executed in any number of counterparts, each of which shall be a valid and binding original, but all of which together shall constitute one and the same instrument.

39.1.12 Joint and Several . If more than one Person is the Lessee under this Lease, the liability of such Persons under this Lease shall be joint and several.

39.1.13 Interpretation . Both Lessor and Lessee have been represented by counsel and this Lease and every provision hereof has been freely and fairly negotiated. Consequently, all provisions of this Lease shall be interpreted according to their fair meaning and shall not be strictly construed against any party.

39.1.14 Time of Essence . Time is of the essence of this Lease and each provision hereof in which time of performance is established.

39.1.15 Further Assurances . The parties agree to promptly sign all documents reasonably requested to give effect to the provisions of this Lease.

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IN WITNESS WHEREOF, the parties have caused this Lease to be executed and attested by their respective officers thereunto duly authorized and under seal.

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EXHIBIT A

Legal Description of the Land

ALL THAT TRACT or parcel of land lying and being in Land Lot 83, 11 ^th District, 2 ^nd Section, Gilmer County, Georgia, containing 6.66 acres as per plat recorded in Plat Book 54, Page 92, Gilmer County, Georgia Records, which plat is incorporated herein by reference.

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Exhibit 99.5

SUNLINK HEALTH SYSTEMS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The business strategy of SunLink Health Systems, Inc. (“SunLink” or the “Company”) is to focus its efforts on improving internal operations of its existing its pharmacy business and healthcare facilities and on the sale or disposition of its underperforming assets. The Company considers dispositions of facilities and operations based on a variety of factors in addition to under-performance, including asset values, return on investments and competition from existing and potential competitors, capital improvement needs, prevailing reimbursement rates for drugs and medical services under various Federal and state programs (e.g., Medicare and Medicaid) and by private payors, corporate strategy and other corporate objectives. The Company also is considering, subject to available funds, potential healthcare facility upgrades and improvements.

On August 19, 2016, the Company’s Southern Health Corporation of Dahlonega, (“Dahlonega”) d/b/a Chestatee Regional Hospital (“Chestatee”) subsidiary sold substantially all of the assets and certain liabilities of Chestatee Regional Hospital (“Chestatee”) in Dahlonega, Georgia through an Asset Purchase Agreement (“the Agreement”) with Durall Capital Holdings, LLC (“Buyer”) for $15,000,000 subject to adjustment for the book value of certain assets purchased and certain liabilities assumed at the sale date. A portion of the net proceeds will be allotted for the payment of debt and the balance will retained for working capital and general corporate purposes.

As of the June 30, 2015 balance sheet, the total assets sold by Chestatee were approximately 15.87% percent of SunLink’s total assets and, accordingly, constituted the disposition of discontinued operations under ASC 205, Presentation of Financial Statements, and ASC 360, Property, Plant, and Equipment .

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