Skilled Care Nursing Facility Business in California

Sale of substantially all of assets of the Philmar Care, LLC, (the “Seller” or “Philmar”) is the licensed operator of a 204-bed skilled nursing facility commonly known as the “San Fernando Post-Acute Hospital” located at 12260 Foothill Boulevard, Sylmar, California 91432 (the “Facility”). At the present time, there are approximately 180 patients at the Facility, with 81 of the beds designated as sub-acute beds. The sale assets including all of Seller's right, title, and interest in and to the following assets, properties, and rights of Seller, but only to the extent transferable and only to the extent they relate to the Seller Business, described as below:

• All of Seller's rights under all Contracts (as defined in Section 16.19 hereof) listed on Schedules 2.01 (a) on the attached PDF, if any, including, without limitation, the Facility Lease (collectively, the "Assumed Contracts");
• To the extent not owned by Landlord, all of Seller's right, title and interest in and to (i) the office equipment and computers, (ii) furniture, fixtures, supplies and inventory, and (iii) appliances, improvements and other equipment, machinery and tangible personal
• property used, or held for use in the Seller Business, and all modifications, additions, restorations or replacements of the whole or any part of the items described in this clause (b)(iii) (collectively, the "Personal Property"); provided that, the Personal Property which are held by Seller pursuant to leases, rental agreements or other Contracts will not be included among the Purchased Assets unless Purchaser assumes the underlying lease, rental agreement or other Contract as Assumed Contracts, as applicable;
• All computer software owned or, to the extent transferable or assignable, licensed by Seller (including all related documentation) and used in the Seller Business; provided that, notwithstanding anything to the contrary in this Agreement, items described in this Section 2.01(c) which are held by Seller pursuant to license agreements or other Contracts will not be included among the Purchased Assets unless Purchaser assumes the underlying license agreement or other Contract as Assumed Contracts, as applicable, at the Closing (as defined in Article VI hereof); and
• The Operating Assets as defined and described in the Bill of Sale on the attached PDF; and
• All accountants receivable and their proceeds that are generated from any retroactive adjustment to Medi-Cal reimbursement rates for any period prior to the Closing Date (as defined in Article IV hereof) and any Quality Accountability Supplemental Payments ("QASPs") (collectively, the "Retroactive Adjustment Receivables").

Assets for sale is more described in attached PDF.