Assets of Healthcare Services Business

Sale of substantially all the assets of Pioneer Health Services, Inc., described as below:

• All rights of Seller and/or PHS with respect to each Real Property Lease set forth in Schedule 2.1 (a) (the "Purchased Real Property Leases");
• All rights of Seller and/or PHS with respect to each Hospital Contract set forth in Schedule 2.1(b)(1) (the "Purchased Hospital Contracts") and each Payor Contract set forth in Schedule 2.1(b)(2) (the "Purchased Pavor Contracts");
• (i) the Furniture and Equipment, tools, spare parts, supplies and other tangible personal property owned by Seller, used by Seller in the conduct of the Business, including, without limitation, those items as set forth in Schedule 1.1(d). and (ii)the Personal Property Leases identified in Schedule 2.1(c)(ii), (all such Personal Property Leases, collectively, the "Purchased Personal Property Leases");
• The Purchased Intellectual Property, including, without limitation, (i) the rights of Seller and/or PHS as licensor under the Intellectual Property Licenses identified in Schedule 2.1(d), (ii) all rights of Seller and/or PHS as licensee under any Intellectual Property Licenses used by Seller primarily in connection with the Business (collectively for subsections (d)(i) and (d)(ii) hereof, the "Purchased Intellectual Property Licenses"), and any information management systems of Seller used or held for use in the conduct of the Business other than such software currently used in the Business as set forth in Schedule 2.2(e);
• All rights of Seller and/or PHS with respect to those Contracts set forth on Schedule 2.1(e) (along with the Purchased Hospital Contracts, the Purchased Payor Contracts, the Purchased Real Property Leases, the Purchased Personal Property Leases and the Purchased Intellectual Property Licenses, individually, a "Purchased Contract", and collectively, the "Purchased Contracts"), which shall include, by way of illustration and not of limitation, all provider agreements with third party payors; provided, however, that Purchaser may (1) at any time within twenty (20) Business Days of the Execution Date amend such Schedule 2.1(a), Schedule 2.1(b)(1), Schedule 2.1(b)(2); Schedule 2.1 (c)(ii). Schedule 2.1 (d) or Schedule 2.1(e) to include or exclude any Contracts set forth thereon, and/or (2) pursuant to Sections 2.5(a) or 2.5(b) below, amend such Schedule 2.1(a), Schedule 2.1(b)(1). Schedule 2.1(b)(2): Schedule 2.l(c)(ii). Schedule 2.1(d) or Schedule 2.1(e) to exclude any Contracts set forth thereon.
• All Documents that are used in, held for use in or intended to be used in, or that arise primarily out of, the Business, including Documents relating to the services provided by the Business, the marketing of the Business's services (including advertising and promotional materials), Purchased Intellectual Property and files including credit information and supplier lists, to the extent physically located on any of the premises used pursuant to the Purchased Real Property Leases, but excluding (i) personnel files for Employees, (ii) such files (if any) as may not be provided to Purchaser hereunder in compliance with applicable Law regarding privacy, (iii) Documents which Seller is not permitted to transfer pursuant to any contractual confidentiality obligation owed to any third party, (provided, however, that Seller discloses to Purchaser in writing, subject to Purchaser's confidentiality obligations hereunder, the existence of said Documents and such terms and conditions with respect thereto as permitted thereunder not less than five (5) business days prior to the Closing Date), and (iv) any Documents primarily related to or required to realize the benefits of any Excluded Assets. Without limiting the generality of the foregoing, the Documents set forth in this Section 2.1(f) shall expressly exclude from the provisions of this Section 2.1(f) any and all Documents relating to or in connection with any and all Contracts (including, without limitation, Purchased Contracts), Purchased Intellectual Property, Purchased Intellectual Property Licenses, Financial Statements, and/or any items set forth in Section 2.1 other than this Section 2.1(f);
• To the extent transferable to Purchaser, any and all Permits used by Seller and/or PHS in the Business;
• To the extent transferable to Purchaser, all rights of Seller and/or PHS under nondisclosure or confidentiality, non-compete, or non-solicitation agreements with employees and agents of Seller or with third parties to the extent relating to the Business or the Purchased Assets (or any portion thereof);

The Sale Assets are more described in "ASSET PURCHASE AGREEMENT" from Page 25-27 on the attached PDF.