Assets of Neurology Medical Company

Sale of assets of Stein Life Neurology Medical Specialists, Inc. which includes:

• All tangible personal property listed in Schedule 1 of the APA (“Fixed Assets”);
• All contracts, agreements, equipment leases, warranties, and other rights or agreement, whether written or oral, listed on Schedule 2 of the APA (“Contracts,” collectively with the Fixed Assets the “Assets”);
• The intangible assets listed in Schedule 2 of the APA;
• Ownership, custody, and responsibility for any and all Medical Records of the Practice shall be transferred at Closing to Buyer:

1. Buyer shall keep, preserve, and maintain in the ordinary course of business, and as required by applicable laws and regulations (including, but by no means limited to, the Health Insurance Portability and Accountability Act of 1996, as codified at 42 U.S.C. § 1320 through d-8 (“HIPPA”) as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“Hitech”) and relevant insurance carriers, all Medical Records of the Practice for a period of not less than ten (10 years after the Closing Date or for such longer period of time as may be required by applicable statute of limitations or extensions thereof);
2. Buyer shall cooperate fully with and make available for inspection and copying by Seller and its employees, agents, counsel, accountants, and/or governmental authorities, upon written request and at no expense to Seller (other than reasonable copying expenses and out of pocket third party expenses), the Medical Records of the Practice and/or other documents or records that related to the period on or before the Closing Date to the extent not prohibited by state or federal privacy laws;
3. Buyer will pay any and all expenses related to the storage of the Medical Records of the Practice under this Agreement as required by 11 U.S.C. § 351, and any and all expenses necessary to comply with all state and federal regulations; and
4. Buyer agrees to maintain a privacy policy for the medical records that is consistent with Seller’s policy that was in effect as of the Petition Date.

• Any interest that the Estate may have in the Seller’s A/R earned as of the Petition Date, whether said A/R has been received (excluding the $5,000 in funds collected to date being held by Seller) or are being held by the Buyer or Seller presently or have been deposited into any account of the Buyer or Seller, subject to the limitations set forth in Paragraph Five (5) of the Agreement (collectively the “Assets”).