Assets of Behavioral Health and Substance Abuse Services Business

Sale of substantially all of assets of Community Intervention Services, Inc. (“CIS”) and South Bay Mental Health Center, Inc. (“South Bay” and, with CIS, the “Sellers”), and more described as below:

• Substantially all of South Bay’s assets (collectively, the “SB Assets”), including, without limitation, (i) South Bay’s rights under certain leases of real property at which South Bay operates its clinics (collectively, the “Leases”), (ii) certain personal property, including equipment, furniture and inventory, (iii) certain contracts with third parties (together with the Leases, the “SB Assumed Contracts”), (iv) certain permits and licenses authorizing the provision of certain services to South Bay clients and patients (to the extent transferable), and (v) certain other miscellaneous assets as set forth in the APA, including, without limitation, the right to use South Bay’s trade names and other intellectual property; and
• Certain assets of CIS integral to the operation of the South Bay business enterprise (the “CIS Assets” and, together with the SB Assets, the “Assets”), including, without limitation, certain executory contracts (the “CIS Assumed Contracts”, and collectively with the SB Assumed Contracts, the “Assumed Contracts”).