Assets of Medical Outpatient Surgery Center Business

Sale of assets related to the surgery center owned by the of Midtown Outpatient Surgery Center, LLC (the “Seller”). The seller is the owner of a historically successful surgery center (although currently not conducting surgeries), and is a substantially turnkey operation, including sophisticated tenant improvements and fixtures, goodwill and related rights such as a license to operate issued by the State of Florida (the “Center”). The Center operates under a lease with a third party owner, Linton Grove, LLC (the “Landlord”) for approximately 8200 square feet of space located at 4600 Linton Blvd. #100, Delray Beach FL 33445, Florida (the “Lease”). The sale assets include but are not limited to, all right, title and interest of Seller in, to and under the following:

• All of Seller's interest in the Lease, as amended, of the Leased Premises, which is more particularly described on Schedule 1.2.1 attached hereto;
• All goodwill related to the Facility;
• All of Seller's interest in and right to transfer all necessary medical licenses to conduct business as current Facility, to the extent such Licenses are assignable to Purchaser, including ACHA approval which the Parties acknowledge will be processed under ACHA regulations as a post-closing item;
• All equipment, supplies, tools, fixtures, furniture, and all other tangible personal property of Seller relating to the Facility as specifically set forth on Schedule 4.7 attached hereto;
• All Inventory held by Seller as of the Closing date; and
• Any and all other assets which are not Excluded Assets and which are owned, used or usable by Seller in connection with the conduct of the Facility whether or not necessary to conduct the Facility.