Care Retirement Facility and Related Assets in New Hampshire

Sale of substantially all of assets of The Prospect-Woodward Home (the “Seller”). The seller owns and operates a licensed continuing care retirement facility with 222 units, comprised of 141 independent living units, 43 assisted living units, 18 memory care units, and 20 licensed but not yet opened long term nursing care units (the “Facility”) located on or about 95 Wyman Road, Keene, New Hampshire, comprising approximately 66 acres (the “Premises”). The sale assets more described as follows:

• The Facility, the Premises, and the improvements thereon;
• The Books and Records, Resident medical records, and Transferred Employee records;
• The Assumed Contracts (including for Resident Agreements, any rights of Seller in the Entrance Fee and Option Deposits);
• The Equipment;
• The Inventory;
• To the extent transferable under applicable law, the Permits;
• All intellectual property, including any trademarks, trade secrets, and the like;
• General intangibles, and community specific intellectual property, including domain name www.hillsidevillagekeene.org, as well as the names “The Prospect-Woodward Home” and “Hillside Village Keene” and related logos and marketing materials; and because the Buyer is a non-profit, such funds being transferable, and the restrictions on the use of any such funds (such funds and restrictions as described in Schedule 2.1(j)), all of Seller’s rights in any endowment or donor-restricted funds held by Seller (collectively, the “Endowment”).