COMMUNITY HEALTH SYSTEMS INC

EX-99.1 · cyh-ex99_1.htm

EX-99.1
 3
 cyh-ex99_1.htm
 EX-99.1

 Exhibit Number
 99.1

 COMMUNITY HEALTH SYSTEMS, INC.
 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 On March 5, 2026, CHS/Community Health Systems, Inc. (“CHS”), a wholly-owned subsidiary of Community Health Systems, Inc. (the “Company”), entered into an asset purchase agreement, (the “Purchase Agreement”), with Freeman-Oak Hill Health System, d/b/a Freeman Health System (the “Purchaser”), providing for the Purchaser's acquisition of substantially all of the assets and assumption of certain liabilities from certain subsidiaries of CHS related to (i) Northwest Medical Center - Bentonville in Bentonville, Arkansas, (ii) Northwest Medical Center - Springdale in Springdale, Arkansas, (iii) Northwest Medical Center - Willow Creek Women’s Hospital in Johnson, Arkansas, and (iv) Siloam Springs Regional Hospital in Siloam Springs, Arkansas, and the associated outpatient centers and practices (collectively, the “Facilities”) (the transactions contemplated by the Purchase Agreement, the “Transaction”). On June 1, 2026, the Transaction was completed pursuant to the terms of the Purchase Agreement. The purchase price paid to CHS in connection with the closing of the Transaction, after giving effect to estimated working capital, the assumption of finance leases by the Purchaser and before certain transaction expenses, was $110 million in cash (subject to a post-closing working capital adjustment).
  
 The Company has determined that the operations of the Facilities that were divested in the Transaction do not meet the definition of discontinued operations pursuant to Financial Accounting Standards Board Accounting Standards Codification 205 (ASC 205), “Presentation of Financial Statements.”
  
 The accompanying unaudited pro forma condensed consolidated balance sheet of the Company is presented as if the Transaction had occurred as of March 31, 2026. The estimated loss on sale in connection with the Transaction is reflected in the unaudited pro forma condensed consolidated balance sheet within accumulated deficit.
  
 The accompanying unaudited pro forma condensed consolidated statement of loss for the three months ended March 31, 2026 and statement of income for the year ended December 31, 2025 (the “Pro Forma Periods”) includes certain pro forma adjustments to illustrate the estimated effect of the Company’s disposition, as if the Transaction had occurred on January 1, 2025. The amounts included in the historical columns represent the Company’s historical balance sheet and statement of income (loss) for the Pro Forma Periods presented.
  
 The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States (“GAAP”). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction, and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the Transaction, as if management’s actions were carried out in previous reporting periods.
  
 The unaudited pro forma condensed consolidated financial information is subject to the assumptions and adjustments described in the accompanying notes. These assumptions and adjustments are based on information presently available. Actual adjustments may differ materially from the information presented. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of the Company for each period presented and in the opinion of the Company’s management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made. These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the results of operations or financial condition that would have been achieved had events reflected been completed as of the dates indicated, and may not be useful in predicting the impact of the Transaction on the future financial condition and results of operations of the Company due to a variety of factors. These unaudited pro forma condensed consolidated financial statements and the notes thereto should be read in conjunction with the Company’s financial statements for the three months ended March 31, 2026, included in the Company's Quarterly Report on Form 10-Q filed on April 22, 2026, and the Company's financial

 statements for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed on February 19, 2026.

 Unaudited Pro Forma Condensed Consolidated Balance Sheet

  

 (In millions)

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 March 31, 2026

  

  

  

  

  

  

 Pro Forma

  

  

  

  

  

  

 As Reported

  

  

 Adjustments

  

  

 Pro Forma

  

 ASSETS

  

  

  

  

  

  

  

  

  

  

  

  

 Current assets

  

  

  

  

  

  

  

  

  

  

  

  

 Cash and cash equivalents

  

 $

  

 712

  

  

 $

  

 107

  

 a

 $

  

 819

  

 Patient accounts receivable

  

  

  

 2,139

  

  

  

  

 -

  

  

  

  

 2,139

  

 Supplies

  

  

  

 275

  

  

  

  

 -

  

  

  

  

 275

  

 Prepaid income taxes

  

  

  

 -

  

  

  

  

 -

  

  

  

  

 -

  

 Prepaid expenses and taxes

  

  

  

 226

  

  

  

  

 -

  

  

  

  

 226

  

 Other current assets

  

  

  

 421

  

  

  

  

 (24

 )

 b

  

  

 397

  

 Total current assets

  

  

  

 3,773

  

  

  

  

 83

  

  

  

  

 3,856

  

 Property and equipment

  

  

  

 8,088

  

  

  

  

 -

  

  

  

  

 8,088

  

 Less accumulated depreciation and amortization

  

  

  

 (3,887

 )

  

  

  

 -

  

  

  

  

 (3,887

 )

 Property and equipment, net

  

  

  

 4,201

  

  

  

  

 -

  

  

  

  

 4,201

  

 Goodwill

  

  

  

 3,130

  

  

  

  

 -

  

  

  

  

 3,130

  

 Deferred income taxes

  

  

  

 29

  

  

  

  

 -

  

  

  

  

 29

  

 Other assets, net

  

  

  

 2,047

  

  

  

  

 (198

 )

 b

  

  

 1,849

  

 Total assets

  

 $

  

 13,180

  

  

 $

  

 (115

 )

  

 $

  

 13,065

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 LIABILITIES AND STOCKHOLDERS’ DEFICIT

  

  

  

  

  

  

  

  

  

  

  

  

 Current liabilities

  

  

  

  

  

  

  

  

  

  

  

  

 Current maturities of long-term debt

  

 $

  

 29

  

  

 $

  

 -

  

  

 $

  

 29

  

 Current operating lease liabilities

  

  

  

 97

  

  

  

  

 -

  

  

  

  

 97

  

 Accounts payable

  

  

  

 790

  

  

  

  

 -

  

  

  

  

 790

  

 Income tax payable

  

  

  

 53

  

  

  

  

 (7

 )

 c

  

  

 46

  

 Accrued liabilities:

  

  

  

  

  

  

  

  

  

  

  

  

 Employee compensation

  

  

  

 465

  

  

  

  

 -

  

  

  

  

 465

  

 Accrued interest

  

  

  

 178

  

  

  

  

 -

  

  

  

  

 178

  

 Other

  

  

  

 955

  

  

  

  

 (60

 )

 b

  

  

 895

  

 Total current liabilities

  

  

  

 2,567

  

  

  

  

 (67

 )

  

  

  

 2,500

  

 Long-term debt

  

  

  

 10,127

  

  

  

  

 -

  

  

  

  

 10,127

  

 Deferred income taxes

  

  

  

 25

  

  

  

  

 -

  

  

  

  

 25

  

 Long-term operating lease liabilities

  

  

  

 504

  

  

  

  

 -

  

  

  

  

 504

  

 Other long-term liabilities

  

  

  

 922

  

  

  

  

 -

  

  

  

  

 922

  

 Total liabilities

  

  

  

 14,145

  

  

  

  

 (67

 )

  

  

  

 14,078

  

 Redeemable noncontrolling interests in equity of consolidated subsidiaries

  

  

  

 260

  

  

  

  

 -

  

  

  

  

 260

  

 STOCKHOLDERS ’  DEFICIT

  

  

  

  

  

  

  

  

  

  

  

  

 Community Health Systems, Inc. stockholders’ deficit:

  

  

  

  

  

  

  

  

  

  

  

  

 Preferred stock

  

  

  

 -

  

  

  

  

 -

  

  

  

  

 -

  

 Common stock

  

  

  

 1

  

  

  

  

 -

  

  

  

  

 1

  

 Additional paid-in capital

  

  

  

 2,183

  

  

  

  

 -

  

  

  

  

 2,183

  

 Accumulated other comprehensive loss

  

  

  

 (10

 )

  

  

  

 -

  

  

  

  

 (10

 )

 Accumulated deficit

  

  

  

 (3,628

 )

  

  

  

 (48

 )

 d

  

  

 (3,676

 )

 Total Community Health Systems, Inc. stockholders’ deficit

  

  

  

 (1,454

 )

  

  

  

 (48

 )

  

  

  

 (1,502

 )

 Noncontrolling interests in equity of consolidated subsidiaries

  

  

  

 229

  

  

  

  

 -

  

  

  

  

 229

  

 Total stockholders ’  deficit

  

  

  

 (1,225

 )

  

  

  

 (48

 )

  

  

  

 (1,273

 )

 Total liabilities and stockholders ’  deficit

  

 $

  

 13,180

  

  

 $

  

 (115

 )

  

 $

  

 13,065

  

  

 Unaudited Pro Forma Condensed Consolidated Statement of Loss

  

 (In millions, except per share amounts)

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 Three Months Ended March 31, 2026

  

  

  

  

  

 Pro Forma

  

  

  

  

  

  

  

 As Reported

  

  

 Adjustments

  

  

  

 Pro Forma

  

 Net operating revenues

 $

  

 2,965

  

  

 $

  

 (111

 )

  e

  

 $

  

 2,854

  

 Operating costs and expenses:

  

  

  

  

  

  

  

  

  

  

  

  

 Salaries and benefits

  

  

 1,322

  

  

  

  

 (49

 )

  e

  

  

  

 1,273

  

 Supplies

  

  

 441

  

  

  

  

 (18

 )

  e

  

  

  

 423

  

 Other operating expenses

  

  

 828

  

  

  

  

 (36

 )

  e

  

  

  

 792

  

 Lease cost and rent

  

  

 69

  

  

  

  

 (4

 )

  e

  

  

  

 65

  

 Depreciation and amortization

  

  

 114

  

  

  

  

 (4

 )

  e

  

  

  

 110

  

 Impairment and (gain) loss on sale of businesses, net

  

  

 (90

 )

  

  

  

 -

  

  

  

  

  

 (90

 )

 Total operating costs and expenses

  

  

 2,684

  

  

  

  

 (111

 )

  

  

  

  

 2,573

  

 Income from operations

  

  

 281

  

  

  

  

 -

  

  

  

  

  

 281

  

 Interest expense, net

  

  

 213

  

  

  

  

 -

  

  

  

  

  

 213

  

 Gain from early extinguishment of debt

  

  

 8

  

  

  

  

 -

  

  

  

  

  

 8

  

 Equity in earnings of unconsolidated affiliates

  

  

 (4

 )

  

  

  

 -

  

  

  

  

  

 (4

 )

 Income before income taxes

  

  

 64

  

  

  

  

 -

  

  

  

  

  

 64

  

 Provision for income taxes

  

  

 89

  

  

  

  

 -

  

  c

  

  

  

 89

  

 Net loss

  

  

 (25

 )

  

  

  

 -

  

  

  

  

  

 (25

 )

 Less: Net income attributable to noncontrolling interests

  

  

 33

  

  

  

  

 -

  

  

  

  

  

 33

  

 Net loss attributable to Community Health Systems,

  

  

  

  

  

  

  

  

  

  

  

  

 Inc. stockholders

 $

  

 (58

 )

  

 $

  

 -

  

  

  

 $

  

 (58

 )

 Loss per share attributable to Community

  

  

  

  

  

  

  

  

  

  

  

  

 Health Systems, Inc. stockholders:

  

  

  

  

  

  

  

  

  

  

  

  

 Basic

 $

  

 (0.43

 )

  

  

  

  

  

  

 $

  

 (0.43

 )

 Diluted

 $

  

 (0.43

 )

  

  

  

  

  

  

 $

  

 (0.43

 )

 Weighted-average number of shares outstanding:

  

  

  

  

  

  

  

  

  

  

  

  

 Basic

  

  

 134

  

  

  

  

  

  

  

  

  

 134

  

 Diluted

  

  

 134

  

  

  

  

  

  

  

  

  

 134

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 Unaudited Pro Forma Condensed Consolidated Statement of Income

  

 (In millions, except per share amounts)

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 Year Ended December 31, 2025

  

  

  

  

  

 Pro Forma

  

  

  

  

  

  

  

 As Reported

  

  

 Adjustments

  

  

  

 Pro Forma

  

 Net operating revenues

 $

  

 12,485

  

  

 $

  

 (415

 )

  e

  

 $

  

 12,070

  

 Operating costs and expenses:

  

  

  

  

  

  

  

  

  

  

  

  

 Salaries and benefits

  

  

 5,412

  

  

  

  

 (186

 )

  e

  

  

  

 5,226

  

 Supplies

  

  

 1,864

  

  

  

  

 (71

 )

  e

  

  

  

 1,793

  

 Other operating expenses

  

  

 3,424

  

  

  

  

 (140

 )

  e

  

  

  

 3,284

  

 Lease cost and rent

  

  

 277

  

  

  

  

 (11

 )

  e

  

  

  

 266

  

 Depreciation and amortization

  

  

 426

  

  

  

  

 (14

 )

  e

  

  

  

 412

  

 Impairment and (gain) loss on sale of businesses, net

  

  

 (406

 )

  

  

  

 55

  

  d

  

  

  

 (351

 )

 Total operating costs and expenses

  

  

 10,997

  

  

  

  

 (367

 )

  

  

  

  

 10,630

  

 Income from operations

  

  

 1,488

  

  

  

  

 (48

 )

  

  

  

  

 1,440

  

 Interest expense, net

  

  

 870

  

  

  

  

 (2

 )

  e

  

  

  

 868

  

 Gain from early extinguishment of debt

  

  

 (97

 )

  

  

  

 -

  

  

  

  

  

 (97

 )

 Equity in earnings of unconsolidated affiliates

  

  

 (9

 )

  

  

  

 -

  

  

  

  

  

 (9

 )

 Income before income taxes

  

  

 724

  

  

  

  

 (46

 )

  

  

  

  

 678

  

 (Benefit from) provision for income taxes

  

  

 48

  

  

  

  

 (9

 )

  c, d

  

  

  

 39

  

 Net income attributable to Community Health Systems,

  

  

 676

  

  

  

  

 (37

 )

  

  

  

  

 639

  

 Less: Net income attributable to noncontrolling interests

  

  

 167

  

  

  

  

 -

  

  

  

  

  

 167

  

 Net income attributable to Community Health Systems,

  

  

  

  

  

  

  

  

  

  

  

  

 Inc. stockholders

 $

  

 509

  

  

 $

  

 (37

 )

  

  

 $

  

 472

  

 Earnings per share attributable to Community

  

  

  

  

  

  

  

  

  

  

  

  

 Health Systems, Inc. stockholders:

  

  

  

  

  

  

  

  

  

  

  

  

 Basic

 $

  

 3.81

  

  

  

  

  

  

  

 $

  

 3.53

  

 Diluted

 $

  

 3.77

  

  

  

  

  

  

  

 $

  

 3.50

  

 Weighted-average number of shares outstanding:

  

  

  

  

  

  

  

  

  

  

  

  

 Basic

  

  

 134

  

  

  

  

  

  

  

  

  

 134

  

 Diluted

  

  

 135

  

  

  

  

  

  

  

  

  

 135

  

  

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 The following items resulted in adjustments in the unaudited pro forma condensed consolidated financial information:

 a) Adjustment represents consideration received from the sale of the Facilities of approximately $110 million, net of transaction expenses of $3 million.

 b) Adjustments represent the elimination of assets and liabilities held for sale attributable to the Facilities.

 c) Adjustments represent the impact to income taxes associated with the sale of the Facilities. The income tax impact rounds to zero for the three months ended March 31, 2026 as it relates to the elimination of revenues, costs and expenses set forth in Note (e). For the twelve months ended December 31, 2025, there was an income tax benefit of approximately $2 million related to the elimination of revenues, costs and expenses set forth in Note (e) as well as an income tax benefit of approximately $7 million related to the sale. The estimated tax effect of pro forma adjustments is calculated at the statutory rate for the respective period adjusted for discrete impacts including changes in valuation allowances.

 d) Adjustments reflect a $55 million pre-tax loss ($48 million after tax) on sale of the Facilities calculated as follows:

 Consideration received

  $

  

 110

  

 Less: Transaction expenses

  

  

 (3

 )

 Less: Carrying value of the Facilities

  

  

 (119

 )

 Less: Goodwill allocated to sale of the Facilities

  

  

 (43

 )

 Pro forma loss before income taxes

  

  

 (55

 )

 Provision for income taxes

  

  

 7

  

 Pro forma net loss on sale of the Facilities

  $

  

 (48

 )

 e) Adjustments reflect the elimination of revenues, costs and expenses directly attributable to the Facilities. Adjustments do not include certain general corporate overhead costs previously allocated to the Facilities that will have a continuing effect on the Company post-closing.

EX-99.2 · cyh-ex99_2.htm

EX-99.2
 4
 cyh-ex99_2.htm
 EX-99.2

 Exhibit 99.2

 Community Health Systems Completes Sale of FOUR ARKANSAS HOSPITALS
TO FREEMAN HEALTH SYSTEM
  
 FRANKLIN, Tenn. (June 1, 2026) -- Community Health Systems, Inc. (NYSE: CYH) announced today that a subsidiary of the Company has completed the divestiture of substantially all of the assets of 128-bed Northwest Medical Center – Bentonville, in Bentonville, Arkansas; 222-bed Northwest Medical Center – Springdale in Springdale, Arkansas; 64-bed Northwest Medical Center – Willow Creek Women’s Hospital in Johnson, Arkansas; and 73-bed Siloam Springs Regional Hospital in Siloam Springs, Arkansas; and the associated outpatient centers and practices, to Freeman Health System for $110 million, before certain transaction expenses. The entry into the definitive agreement for this transaction was announced on March 5, 2026, and the closing was effective June 1, 2026.

 Leerink Partners acted as exclusive financial advisor to the Company for the transaction.
  
 About Community Health Systems, Inc.
 Community Health Systems, Inc. is one of the nation’s largest healthcare companies. The Company’s affiliates are leading providers of healthcare services, developing and operating healthcare delivery systems in 32 distinct markets across 12 states. The Company’s subsidiaries own or lease 60 affiliated hospitals with more than 8,000 beds and operate more than 800 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. The Company’s headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol “CYH.” More information about the Company can be found on its website at www.chs.net.
  
 Media Contact:
 Tomi Galin
Executive Vice President, Corporate Communications, Marketing and Public Affairs
(615) 628-6607
  
 Investor Contacts:
 Kevin Hammons
Chief Executive Officer
(615) 465-7000
  
 Anton Hie
Vice President – Investor Relations
(615) 465-7012
  

 -MORE-

EX-2.1 · cyh-ex2_1.htm

EX-2.1
 2
 cyh-ex2_1.htm
 EX-2.1

 EXECUTION VERSION
  

 ASSET PURCHASE AGREEMENT
 BY AND BETWEEN
 CHS/COMMUNITY HEALTH SYSTEMS, INC.
 AND
 FREEMAN-OAK HILL HEALTH SYSTEM
D/B/A FREEMAN HEALTH SYSTEM
  
  
  
  
  
 March 5, 2026
  

  

  

 TABLE OF CONTENTS

 1.

 PURCHASE OF ASSETS

 1

 1.1

 Assets

 1

 1.2

 Excluded Assets

 3

 1.3

 Assumed Liabilities

 4

 1.4

 Excluded Liabilities

 5

 1.5

 Purchase Price

 7

 1.6

 Net Working Capital, Estimates and Audits

 7

 1.7

 Transition Patients

 9

 1.8

 Prorations

 10

 2.

 CLOSING

 11

 2.1

 Closing

 11

 2.2

 Actions of Seller at Closing

 11

 2.3

 Actions of Buyer at Closing

 12

 2.4

 Frustration of Closing Conditions

 13

 3.

 REPRESENTATIONS AND WARRANTIES OF SELLER

 14

 3.1

 Existence and Capacity

 14

 3.2

 Powers; Consents; Absence of Conflicts With Other Agreements, Etc.

 14

 3.3

 Binding Agreement

 14

 3.4

 Financial Statements

 14

 3.5

 Absence of Certain Changes

 15

 3.6

 Licenses

 16

 3.7

 Medicare Participation/Accreditation

 16

 3.8

 Regulatory Compliance

 18

 3.9

 Equipment

 20

 i
  

  

 3.10

 Real Property

 20

 3.11

 Title to Other Assets

 21

 3.12

 Employee Benefit Plans

 21

 3.13

 Litigation or Proceedings

 23

 3.14

 Environmental Laws

 23

 3.15

 Taxes

 24

 3.16

 Employee Relations

 25

 3.17

 The Contracts

 25

 3.18

 Supplies

 26

 3.19

 Insurance

 26

 3.20

 Third Party Payor Cost Reports

 27

 3.21

 Medical Staff Matters

 27

 3.22

 Condition of Assets

 27

 3.23

 Experimental Procedures

 27

 3.24

 Intellectual Property

 28

 3.25

 Compliance Program

 28

 4.

 REPRESENTATIONS AND WARRANTIES OF BUYER

 28

 4.1

 Existence and Capacity

 28

 4.2

 Powers; Consents; Absence of Conflicts With Other Agreements, Etc.

 28

 4.3

 Binding Agreement

 29

 4.4

 Availability of Funds

 29

 5.

 COVENANTS OF SELLER PRIOR TO CLOSING

 29

 5.1

 Information

 29

 5.2

 Operations

 30

 5.3

 Negative Covenants

 30

 ii
  

  

 5.4

 Governmental Approvals

 31

 5.5

 Antitrust Matters

 31

 5.6

 Additional Financial Information

 32

 5.7

 Contract Consents

 32

 5.8

 No-Shop Clause

 32

 5.9

 Efforts to Close

 32

 5.10

 Employee List

 33

 6.

 COVENANTS OF BUYER PRIOR TO CLOSING

 33

 6.1

 Governmental Approvals

 33

 6.2

 Antitrust Matters

 33

 6.3

 Title Commitments and Surveys

 34

 6.4

 Representations and Warranties Insurance

 35

 6.5

 Efforts to Close

 35

 7.

 CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

 35

 7.1

 Representations/Warranties

 35

 7.2

 Governmental Approvals

 36

 7.3

 Title Policy

 36

 7.4

 Actions/Proceedings

 36

 7.5

 No Material Adverse Change

 36

 7.6

 Insolvency

 36

 7.7

 Material Consents

 36

 7.8

 Vesting/Recordation

 37

 7.9

 Information Services Agreement

 37

 7.10

 Closing Deliveries

 37

 8.

 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

 37

 iii
  

  

 8.1

 Representations/Warranties

 37

 8.2

 Governmental Approvals

 37

 8.3

 Actions/Proceedings

 37

 8.4

 Insolvency

 37

 8.5

 Closing Deliveries

 38

 9.

 SELLER’S COVENANT NOT TO COMPETE

 38

 10.

 ADDITIONAL AGREEMENTS

 38

 10.1

 Allocation of Purchase Price

 38

 10.2

 Termination Prior to Closing

 38

 10.3

 Post-Closing Access to Information

 39

 10.4

 Preservation and Access to Records After the Closing

 39

 10.5

 Tax and Medicare Effect

 40

 10.6

 Reproduction of Documents

 40

 10.7

 Cooperation on Tax Matters

 40

 10.8

 Cost Reports

 40

 10.9

 Misdirected Payments, Etc.

 41

 10.10

 Employee Matters

 41

 10.11

 Indigent Care Policies

 42

 10.12

 Use of Controlled Substance Permits

 42

 10.13

 Medical Staff Matters

 42

 10.14

 Information Services Agreement

 43

 10.15

 Transition Services Agreement

 43

 10.16

 Billing and Collection Agreement

 43

 10.17

 License Agreement

 43

 10.18

 Access to Records Including as to Recovery and Audit Information

 43

 iv
  

  

 10.19

 Continuation of Insurance

 43

 10.20

 Quality Reporting

 44

 10.21

 Telephone Access

 44

 10.22

 Guaranties

 44

 10.23

 Use of Excluded Marks

 44

 10.24

 Outreach Laboratory Services

 45

 11.

 INDEMNIFICATION

 45

 11.1

 Indemnification by Buyer

 45

 11.2

 Indemnification by Seller

 45

 11.3

 Limitations

 46

 11.4

 Notice and Control of Litigation

 46

 11.5

 Notice of Claim

 47

 11.6

 Mitigation

 47

 11.7

 Exclusive Remedy

 47

 11.8

 Additional Matters

 48

 11.9

 Compliance Matters

 48

 12.

 MISCELLANEOUS

 48

 12.1

 Schedules and Exhibits

 48

 12.2

 Additional Assurances

 49

 12.3

 Consented Assignment

 49

 12.4

 Consents, Approvals and Discretion

 49

 12.5

 Legal Fees and Costs

 49

 12.6

 Choice of Law

 50

 12.7

 Benefit/Assignment

 50

 12.8

 No Brokerage

 50

 v
  

  

 12.9

 Cost of Transaction

 50

 12.10

 Confidentiality

 50

 12.11

 Public Announcements

 51

 12.12

 Waiver of Breach

 51

 12.13

 Notice

 52

 12.14

 Severability

 52

 12.15

 Gender and Number

 52

 12.16

 Divisions and Headings

 52

 12.17

 Survival

 53

 12.18

 Affiliates

 53

 12.19

 Material Adverse Effect

 53

 12.20

 Waiver of Jury Trial

 53

 12.21

 Accounting Date

 54

 12.22

 No Inferences

 54

 12.23

 Limited Third Party Beneficiaries

 54

 12.24

 Entire Agreement/Amendment

 54

 12.25

 Risk of Loss

 54

 12.26

 Other Definitions

 55

  
  

 vi
  

  

 EXHIBITS
 Description	Exhibit
 Seller Entities	A
 Buyer Entities	B
 Hospitals	C
 Limited Power of Attorney	D
 Information Technology Transition Services Agreement and BAA	E
 Hospital Transition Services Agreement	F
 Billing and Collection Agreement	G
 License Agreement for Policy and Procedure Manuals	H
  
 SCHEDULES
  
 Description	Schedule
 Owned Real Property	1.1(a)(i)
 Leased Real Property	1.1(a)(ii)
 Contracts	1.1(g)
 Excluded Assets	1.2
 Capital Lease Obligations	1.3
 Excluded Liabilities	1.4(c)
 Estimated Net Working Capital	1.6
 Financial Statements	3.4
 Certain Post-Balance Sheet Results	3.5
 Licenses	3.6
 Medicare Participation/Accreditation	3.7
 Regulatory Compliance	3.8
 Real Property – Compliance with Laws	3.10(a)
 Real Property – Zoning	3.10(b)
 Real Property – Tenant Leases	3.10(c)
 Real Property – Rent Roll	3.10(d)
 Real Property – Eminent Domain	3.10(e)
 Employee Benefit Plans	3.12
 Litigation or Proceedings	3.13
 Environmental Laws	3.14
 Taxes	3.15
 Employee Relations	3.16
 Insurance	3.19
 Third Party Payor Cost Reports	3.20
 Medical Staff Matters	3.21
 Americans with Disabilities Act	3.22
 Intellectual Property	3.24
 Compliance Program	3.25
 No Brokerage	12.8

 i
  

  

 GLOSSARY OF DEFINED TERMS
 Defined Term	Section
 Accounting Firm	1.6(c)
 Accreditations	3.7(b)
 ACO	1.2(c)
 Acquired Company	1.1(k)
 Affiliate	12.18
 Aggregate Damage	12.25(a)
 Agreement	Introduction
 Antitrust Laws	5.5
 Assets	1.1
 Assignment and Assumption Agreement	2.2(c)
 Assignments of Leases	2.2(a)
 Assumed Liabilities	1.3
 Balance Sheet Date	3.4(a)
 Basket Amount	11.3
 Benefit Plans	3.12(a)
 Billing and Collection Agreement	2.2(l)
 Breach	3.8(b)
 Business Associate Agreement	2.2(j)
 Buyer	Introduction
 Buyer Employees	10.10(a)
 Buyer Entities	Recital B
 Buyer Plans	10.10(a)
 Buyer Indemnified Parties	11.2
 Casualty Termination Notice	12.25(a)
 CERCLA	3.14
 CIN	1.2(c)
 CIN Interest	1.1(k)
 CJR	1.2(c)
 Closing	2.1
 Closing Date	2.1
 CMS	3.7(g)
 Compliance Matter	11.9
 Contracts	1.1(g)
 Decision Date	12.25(b)
 Deeds	2.2(a)
 DRG Transition Patients	1.7(a)
 DSH	1.2(c)
 Effective Time	2.1
 Employee List	5.10
 Environmental Laws	3.14
 ERISA	3.12(a)
 ETO/PTO	5.10
 Excluded Assets	1.2

 ii
  

  

 Excluded Liabilities	1.4
 Excluded Marks	1.2(g)
 Facilities	Recital D
 Financial Statements	3.4
 FTC	5.5
 Fundamental Representations	12.17
 GAAP	1.6(a)
 Government Entity	3.8
 Government Programs	3.7(a)
 Hospital Leased Real Property	3.10
 Hospitals	Recital C
 HQI Program	3.7(g)
 Immaterial Contracts	3.17
 Indemnified Party	11.4
 Indemnifying Party	11.4
 Independent Consultant	12.25(a)
 Information Services Agreement	2.2(j)
 Initial Employee Census Date	5.10
 Intellectual Property	3.24
 Interim Billings	1.7(b)
 IQI	1.2(c)
 Justice Department	5.5
 Labcorp	10.24
 Leased Real Property	1.1(a)
 License Agreement	2.2(l)
 Losses	11.1
 MAC	1.4(e)
 Material Adverse Effect	12.19
 Material Consents	7.7
 Medicare Transition Agreement	2.2(n)
 MIC	1.4(e)
 MSSP	1.7(c)
 Net Working Capital	1.6(a)
 Non-Fundamental Cap	11.3
 Objections	6.3(c)
 ORYX	3.7(g)
 Owned Real Property	1.1(a)
 Permitted Encumbrances	3.10
 PHI	3.8(b)
 PIP	1.7(c)
 Practitioners	3.7(a)
 PSC	1.4(e)
 Purchase Price	1.5
 QNet	3.7(g)
 R&W Policy	6.4
 RAC	1.2(c)

 iii
  

  

 RCRA	3.14
 Real Property	1.1(a)
 SARA	3.14
 Seller	Introduction
 Seller Cost Reports	10.8
 Seller Entities	Recital A
 Seller Guaranty	10.22
 Seller Indemnified Parties	11.1
 State Health Agency	3.6
 Submittal Date	12.25(b)
 Surveys	6.3(b)
 Survival Period	12.17
 SWDA	3.14
 Tax Return	3.15(f)
 Taxes	3.15(f)
 Termination Notice	12.1
 Title Commitments	6.3(a)
 Title Company	6.3(a)
 Title Evidence	6.3(c)
 Title Policies	6.3(a)
 Transition Patients	1.7
 Transition Services	1.7
 Transition Services Agreement	2.2(k)
 WARN Act	3.16(c)
 ZPIC	1.4(e)
  
  

 iv
  

  

 ASSET PURCHASE AGREEMENT
 THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of March 5, 2026, by and between CHS/COMMUNITY HEALTH SYSTEMS, INC. , a Delaware corporation (“Seller”), and FREEMAN-OAK HILL HEALTH SYSTEM D/B/A FREEMAN HEALTH SYSTEM , a Missouri nonprofit corporation (“Buyer”).
 RECITALS:
 A. Seller owns or controls, directly or indirectly, the organizations listed on Exhibit A attached hereto (each a “Seller Entity” and together the “Seller Entities”).
 B. Buyer owns or controls, directly or indirectly, the organizations listed on Exhibit B attached hereto (each a “Buyer Entity” and together the “Buyer Entities”).
 C. The Seller Entities directly or indirectly own and operate or lease and operate each of the hospitals set forth on Exhibit C attached hereto (each a “Hospital” and together the “Hospitals”).
 D. Seller desires to cause the Seller Entities to sell to the Buyer Entities and Buyer desires to cause the Buyer Entities to purchase substantially all of the assets of the Seller Entities which are directly or indirectly related to, necessary for, or used in connection with, the operation of the Hospitals, together with certain related businesses including medical office buildings, outpatient care facilities, physician clinics, medical clinics, specialty clinics, walk-in clinics, urgent care clinics and physician practices (collectively with the Hospitals, the “Facilities”), on the terms and conditions set forth in this Agreement.
 AGREEMENT:
 NOW, THEREFORE, for and in consideration of the premises and the mutual agreements, covenants, representations, and warranties hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are forever acknowledged and confessed, the parties hereto agree as follows:
 1.	PURCHASE OF ASSETS .
 1.1	Assets . Subject to the terms and conditions of this Agreement, as of the Closing (as defined in Section 2.1 hereof), Seller agrees to cause the Seller Entities to sell, convey, transfer, assign and deliver to the Buyer Entities, and Buyer agrees to cause the Buyer Entities to purchase, all right, title and interest of the Seller Entities in and to all of the assets owned or used by the Seller Entities in connection with the operation of the Facilities, free and clear of all liabilities, claims, liens, security interests and restrictions other than the Permitted Encumbrances (hereinafter defined) and the Assumed Liabilities (hereinafter defined), other than the Excluded Assets (hereinafter defined), which assets shall include, without limitation, the following (the “Assets”):
 (a) fee simple title to the real property described on Schedule 1.1(a)(i) hereto, together with all right, title and interest of the Seller Entities in and to all improvements, any construction in progress, any other buildings and fixtures thereon, and all rights, privileges and

  

  

 easements appurtenant thereto (collectively, the “Owned Real Property”), and leasehold title to the real property that is leased by the Seller Entities pursuant to the leases described on Schedule 1.1(a)(ii) (collectively, the “Leased Real Property”) (the Owned Real Property and the Leased Real Property are collectively referred to herein as the “Real Property”);
 (b) all tangible personal property, including, without limitation, all major, minor or other equipment, vehicles, furniture and furnishings of the Seller Entities;
 (c) all supplies and inventory used or held for use in respect of the Facilities;
 (d) assumable deposits and prepaid expenses that have continuing value to the Buyer Entities;
 (e) all claims of the Seller Entities against third parties to the extent such claims relate to the condition of the Assets and, to the extent assignable, all warranties (express or implied) and guaranties (express or implied) and rights and claims assertable by (but not against) the Seller Entities related to the Assets;
 (f) to the extent legally transferable, all right, title and interest in the financial, patient, medical staff and personnel records relating to the Facilities (including, without limitation, all equipment records, medical administrative libraries, medical records, documents, catalogs, books, records, files, and current personnel records);
 (g) all rights and interests in the contracts, commitments, leases, licenses and agreements listed on Schedule 1.1(g) hereto and all Immaterial Contracts (hereinafter defined) (the contracts being assigned are referred to herein collectively as the “Contracts”);
 (h) all licenses and permits, to the extent legally assignable, held by the Seller Entities relating to the ownership, development, and operation of the Facilities (including, without limitation, any pending or approved approvals from any relevant Government Entity (as defined herein));
 (i) the trade names, trademarks, service marks (or variations thereof), domain names, social media account handles (but not content), copyrights and related proprietary rights listed in Schedule 3.24 , all goodwill associated therewith, and all applications or registrations associated therewith;
 (j) to the extent legally transferable, all provider numbers;
 (k) all of the issued and outstanding membership interests (the “CIN Interest”) in Northwest-Sparks Quality Alliance, LLC, a Delaware limited liability company d/b/a “Community Quality Alliance” (the “Acquired Company”);
 (l) all Acquired Company receivables, but only to the extent included in the determination of Net Working Capital;
 (m) all goodwill associated with the Facilities and the Assets;

 2
  

  

 (n) petty cash;
 (o) other (non-patient) receivables; and
 (p) all other property of every kind, character or description owned, leased or licensed by the Seller Entities and used or held for use in the business of the Facilities or the Assets.
 1.2	Excluded Assets . Those assets of the Seller Entities described below, together with any assets described on Schedule 1.2 hereto, shall be retained by the Seller Entities (collectively, the “Excluded Assets”) and shall not be conveyed to the Buyer Entities:
 (a) cash, cash equivalents and marketable securities (except petty cash);
 (b) board-designated, restricted and trustee-held or escrowed funds (such as funded depreciation, debt service reserves, working capital trust assets, and assets and investments restricted as to use) and accrued earnings thereon;
 (c) to the extent not included in the determination of Net Working Capital, all amounts payable to the Seller Entities in respect of third party payors pursuant to retrospective settlements including, without limitation, pursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by the Seller Entities for periods prior to the Effective Time, retrospective payment of claims that are the subject of Medicare Recovery Audit Contractor (“RAC”) appeals, all payments associated with any Medicare Accountable Care Organizations (“ACO”), clinically integrated networks (“CIN”), or the Medicare Comprehensive Care for Joint Replacement Model (“CJR”), and all payments for periods prior to the Effective Time related to all Medicaid payments and programs, including but not limited to Hospital Access Payments, Disproportionate Share (“DSH”), Medical Education, inpatient and outpatient rate adjustments, cost settlement payments, and Inpatient Quality Incentive (“IQI”), and all appeals and appeal rights of the Seller Entities relating to such settlements, including cost report settlements, for periods prior to the Effective Time;
 (d) all Seller Entity records relating to (i) litigation files and records, cost report records relating to periods of time prior to Closing, tax returns and minute books, and (ii) the Excluded Assets and Excluded Liabilities to the extent that the applicable Buyer Entity does not need the same in connection with the operation of the Facilities, as well as all records which by Law the Seller Entities are required to maintain in their possession;
 (e) prepaid insurance, prepaid assets (including trust and insurance policies) dedicated to the Seller Entities’ benefit plans and any reserves or prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses);
 (f) all accounts receivable arising from the rendering of services to patients at the Facilities, billed and unbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and existing in respect of services rendered prior to the Effective Time, including those amounts paid to Seller pursuant to Section 1.7 ;
 (g) any and all names, symbols, trademarks, logos or other symbols used in connection with the Facilities and the Assets which include the names “Northwest,” “CHS,”

 3
  

  

 “Community Health Systems,” “HMA,” “Health Management Associates” or any variants thereof or any other names which are proprietary to Seller or its Affiliate (the “Excluded Marks”);
 (h) any computer software and programs which are proprietary to Seller or its Affiliates;
 (i) receivables from or obligations with Seller or its Affiliates;
 (j) the Seller Entities’ insurance proceeds arising from pre-Effective Time incidents and the Seller Entities’ assets held in connection with any self-funded insurance programs and reserves, if any;
 (k) any claims of the Seller Entities against third parties to the extent that such claims relate to the operation of the Facilities prior to the Effective Time or to the Excluded Assets or Excluded Liabilities;
 (l) all of Seller’s or any Affiliate’s proprietary manuals, marketing materials, policy and procedure manuals, standard operating procedures and marketing brochures, data and studies or analyses;
 (m) all rights in connection with and the assets of the Seller Entities’ employee benefit plans;
 (n) all assets relating to home health or hospice operations;
 (o) all national or regional contracts of Seller or any Affiliate which are made available to any of the Facilities by virtue of the Facilities being an Affiliate of Seller;
 (p) the electronic funds transfer accounts of the Facilities;
 (q) all rights of the Seller Entities in any contracts, commitments, leases and agreements which are not included in the Contracts;
 (r) any claims against third party payors relating to underpayments or violation of prompt pay statutes with respect to periods prior to the Effective Time; and
 (s) non-assumable deposits and prepaid expenses that have continuing value to the Seller Entities.
 1.3	Assumed Liabilities . In connection with the conveyance of the Assets hereunder, Buyer shall cause the Buyer Entities to assume, as of the Effective Time, the future payment and performance of the following liabilities (the “Assumed Liabilities”) of the Seller Entities:
 (a) all obligations accruing from and after the Effective Time with respect to the Contracts but only to the extent that such obligations (i) relate to periods on or after the Effective Time; (ii) do not arise out of or relate to any failure to perform, improper performance, warranty or other breach, default or violation by any of the Seller Entities or any of their respective Affiliates on or prior to the Effective Time; and (iii) do not arise out of or relate to any event, circumstance

 4
  

  

 or condition occurring or existing prior to the Effective Time that, with notice or lapse of time, would constitute or result in a breach or default thereof (whether known or unknown);
 (b) the capital lease obligations set forth on Schedule 1.3 hereto;
 (c) all obligations and liabilities as of the Effective Time in respect of accrued vacation or holiday pay of employees at the Facilities who are hired by the Buyer Entities as of the Effective Time, and related taxes, but only to the extent included in the determination of Net Working Capital; and
 (d) all Acquired Company payables, but only to the extent included in the determination of Net Working Capital.
 1.4	Excluded Liabilities . Except for the Assumed Liabilities, the Buyer Entities shall not assume and under no circumstances shall the Buyer Entities be obligated to pay or assume, and none of the assets of the Buyer Entities shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of the Seller Entities, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:
 (a) any debt, obligation, expense or liability that is not an Assumed Liability or that arises out of or relates to any Excluded Asset;
 (b) claims or potential claims for medical malpractice or general liability relating to acts or omissions asserted to have occurred prior to the Effective Time;
 (c) those claims and obligations (if any) specified in Schedule 1.4 hereto;
 (d) any debts, expenses, liabilities, or obligations associated with or arising out of any of the Excluded Assets;
 (e) to the extent not included in the determination of Net Working Capital, any liabilities and obligations of the Seller Entities in respect of periods prior to the Effective Time arising under the terms of the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or other third party payor programs, including, without limitation, any claims, recoupments, offsets or set-offs by any third party payor due to any overpayments, duplicate payments, fraud or incorrect billing; and including, without limitation, in respect of any cost report, any audit under the Medicare Recovery Audit Contractors (“RAC”) program, Medicaid Integrity Contractors (“MIC”) program, Medicare Zone Program Integrity Contractors (“ZPIC”) program, Medicare Program Safeguard Contractors program (“PSC”), or Medicare Administrative Contractors (“MAC”) program or any noncompliance with applicable Law or contractual obligations related to the billing or collection of services, any ACOs, CINs, CJR, and any liability arising pursuant to the Medicare, Medicaid (including, but not limited to, Hospital Access Payments, DSH, Medical Education, inpatient and outpatient rate adjustments, cost settlement payments, and IQI), CHAMPUS/TRICARE, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement;

 5
  

  

 (f) federal, state or local tax liabilities or obligations of the Seller Entities in respect of periods prior to the Effective Time or resulting from the consummation of the transactions contemplated herein including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, and any FICA, FUTA, workers’ compensation, and any and all other taxes or amounts due and payable as a result of the exercise by the employees at the Facilities of such employees’ right to vacation, sick leave, and holiday benefits accrued while in the employ of the Seller Entities (provided, however, that this clause (f) shall not apply to any and all taxes payable with respect to any employee benefits constituting Assumed Liabilities under Section 1.3(c) hereof);
 (g) liability for any and all claims by or on behalf of the Seller Entities’ employees relating to periods prior to the Effective Time including, without limitation, liability for any compensation-related payments, pension, profit sharing, deferred compensation, equity or equity-related compensation, incentive compensation, fringe benefit, tuition reimbursement, severance, termination pay, change in control or retention payments, bonuses, accrued vacation, paid time off, or sick leave, or any other employee benefit plan of whatever kind or nature or any employee health and welfare benefit plans, liability arising out of or relating to the classification of any individual as an independent contractor, consultant, or otherwise, rather than as an employee, liability for any discrimination, harassment, and/or wrongful termination claim under state or federal Law, EEOC claim, ADA claim, ADEA claim, FMLA claim, PWFA claim, Title VII claim, EPA claim, USERRA claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim, any liabilities or obligations to former employees of the Seller Entities under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, liability for any violations of the Worker Adjustment and Retraining Notification (WARN) Act, and liability for any other claim arising out of or related to the employee’s employment or the termination thereof (provided, however, that this clause (g) shall not apply to any and all employee benefits constituting Assumed Liabilities under Section 1.3(c) hereof);
 (h) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations and audits of, or claims or actions against, the Seller Entities or any of their Affiliates or any of their employees, medical staff, agents, vendors or representatives with respect to acts or omissions prior to the Effective Time;
 (i) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of the Seller Entities, their Affiliates or, to the extent related to their services to the Seller Entities, their directors, officers, employees, contractors, vendors and agents alleged or claimed to have violated any constitutional provision, statute, ordinance or other Law, rule, regulation or order of any Government Entity;
 (j) liabilities or obligations arising out of any breach by the Seller Entities prior to the Effective Time of any Contract;
 (k) liabilities or obligations arising as a result of any breach by the Seller Entities at any time of any contract or commitment that is not expressly assumed by the Buyer Entities in this Agreement;

 6
  

  

 (l) any debt, obligation, expense, or liability of the Seller Entities arising out of or incurred solely as a result of any transaction of the Seller Entities occurring after the Effective Time;
 (m) any liabilities or obligations of any of the Seller Entities arising out of or relating to any violation of any Laws, including, without limitation, any Healthcare Laws; and
 (n) all liabilities and obligations relating to any oral agreements, oral contracts or oral understandings with any referral sources including, but not limited to, physicians, unless reduced to writing, identified on Schedule 1.1(g) hereto, and expressly assumed as part of the Contracts.
 1.5	Purchase Price . The purchase price (the “Purchase Price”) for the Assets shall be One Hundred Twelve Million Dollars ($112,000,000), plus the Net Working Capital (as defined in Section 1.6(a) ) of the Seller Entities as of the last day of the calendar month immediately preceding the Effective Time, and minus the restated amount of the capitalized leases set forth on Schedule 1.3 . The Purchase Price shall be calculated as of the Closing based upon the estimated Net Working Capital (as determined in accordance with Section 1.6(b) ). The Purchase Price shall be adjusted after the Closing in accordance with Section 1.6(a) to reflect the actual Net Working Capital as of the Effective Time (as determined in accordance with Section 1.6(b) ). The Purchase Price shall be due and payable at the Closing by wire transfer of immediately available funds to an account designated by Seller.
 1.6	Net Working Capital, Estimates and Audits .
 (a)	Net Working Capital . As used herein, the term “Net Working Capital” shall mean the aggregate current assets of the Seller Entities conveyed to the Buyer Entities pursuant to Section 1.1 hereof (excluding those Excluded Assets which would otherwise be included in current assets), minus the aggregate current liabilities of the Seller Entities assumed by the Buyer Entities pursuant to Section 1.3 hereof (excluding those Excluded Liabilities which would otherwise be included in current liabilities) but only to the extent set forth on Schedule 1.6(b) , all as determined in accordance with generally accepted accounting principles (“GAAP”). In any case with respect to the computation of Net Working Capital (i) the following shall be included in current assets: petty cash, prepaid expenses and deposits (to the extent assumable), supplies and inventory, and the Acquired Company receivables, and (ii) the following shall be included in current liabilities: accrued vacation or holiday pay, and the Acquired Company payables.
 (b)	Estimates and Adjustments . Attached hereto as Schedule 1.6 is a schedule of the mutually agreed upon Net Working Capital as of December 31, 2025, together with the principles, specifications and methodologies used in determining such Net Working Capital. At least ten (10) business days prior to Closing, Seller shall deliver to Buyer a reasonable estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available and containing reasonable detail and supporting documents showing the derivation of such estimate. The Net Working Capital shall be estimated following the same mutually agreed upon principles, specifications and methodologies used to determine the Net Working Capital as of December 31, 2025, as specified in Schedule 1.6 , and shall be used for purposes of calculating the Purchase Price as of the Closing. Within ninety (90)

 7
  

  

 days after the Closing, Seller shall deliver to Buyer its determination of the Net Working Capital as of the last day of the calendar month immediately preceding the Effective Time (following the same principles, specifications and methodologies used to determine the Net Working Capital as set forth on Schedule 1.6 and the estimated Net Working Capital as of the Closing). Each party shall have full access to the financial books and records pertaining to the Facilities to confirm or audit Net Working Capital computations. Should Buyer disagree with Seller’s determination of Net Working Capital, it shall notify Seller within sixty (60) days after Seller’s delivery of its determination of Net Working Capital. If Seller and Buyer fail to agree within thirty (30) days after Buyer’s delivery of notice of disagreement on the amount of Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 1.6(c) , which shall be the exclusive remedy for resolving accounting disputes relative to the determination of Net Working Capital. The Purchase Price shall be increased or decreased based on actual Net Working Capital as of the last day of the calendar month immediately preceding the Effective Time, and within five (5) business days after determination thereof any increase shall be paid in cash by Buyer to Seller, and any decrease shall be paid in cash to Buyer by Seller.
 (c)	Dispute of Adjustments . In the event that Seller and Buyer are not able to agree on the actual Net Working Capital within thirty (30) days after Buyer’s delivery of notice of disagreement, Seller and Buyer shall each have the right to require that such disputed determination be submitted to PricewaterhouseCoopers, or if PricewaterhouseCoopers is not available for any reason or does not maintain its independent status, such other independent certified public accounting firm as Seller and Buyer may then mutually agree upon in writing (the “Accounting Firm”) for computation or verification in accordance with the provisions of this Agreement. The Accounting Firm shall review the matters in dispute and, acting as arbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final calculation of Net Working Capital). The submission of the disputed matter to the Accounting Firm shall be the exclusive remedy for resolving accounting disputes relative to the determination of Net Working Capital. The Accounting Firm’s determination shall be binding upon Seller and Buyer, and such Accounting Firm’s fees and expenses shall be borne equally by Seller and Buyer.
 (d)	Physical Inventory . If requested by Buyer at least ten (10) business days prior to the Closing, Seller shall cause a physical inventory to be taken of the inventory and supplies on hand at the Hospitals by employees or representatives of Seller or its Affiliates as near in time as possible to the Closing Date and with the results extended and adjusted through the Closing Date. Seller shall permit representatives or employees of Buyer to observe such inventory process. All inventory items shall be valued at cost on a first-in first-out basis. The parties acknowledge that the inventory to be taken pursuant to this Section 1.6(d) will not be conducted until immediately prior to the Closing Date and, as such, the results of such inventory may not be available until sometime after the Closing Date. Accordingly, the parties agree that for purposes of determining the estimated Net Working Capital as of the Closing Date, inventory with respect to the operation of the Hospitals shall be calculated as reflected by the latest available unaudited balance sheets of the Seller Entities if the results of such inventory are not available. For purposes of determining the actual Net Working Capital, inventory shall be valued as determined pursuant to this Section 1.6(d) .

 8
  

  

 1.7	Transition Patients . To compensate the Seller Entities for services rendered and medicine, drugs and supplies provided up to the Effective Time with respect to patients who are admitted as inpatients to the Hospitals prior to the Effective Time but who are not discharged until after the Effective Time (such patients being referred to herein as the “Transition Patients” and services rendered to them being referred to herein as the “Transition Services”), the parties shall take the following actions:
 (a) As soon as practicable after the Closing Date, there shall be delivered to both parties a statement itemizing the Transition Services provided by each of the parties to Transition Patients whose medical care is paid for, in whole or in part, by Medicare, Medicaid, TRICARE, Blue Cross or any other third party payor who pays on a DRG, case rate or other similar basis (the “DRG Transition Patients”). The Buyer Entities shall pay to the Seller Entities an amount equal to (i) the total DRG and outlier payments (including capital and any deposits, deductibles or co-payments received by the Buyer Entities or the Seller Entities) per the remittance advice received by the Buyer Entities on behalf of a DRG Transition Patient, multiplied by a fraction, the numerator of which shall be the total charges for the Transition Services provided to such DRG Transition Patient by the Seller Entities, and the denominator of which shall be the sum of the total charges for all services provided to such DRG Transition Patient by the Seller Entities and the Buyer Entities both up to and after the Effective Time, minus (ii) any deposits, deductibles or co-payments made or payable by such DRG Transition Patients to the Seller Entities.
 (b) As of Effective Time, cut-off billings (“Interim Billings”) for all Transition Patients not covered by Section 1.7(a) shall be prepared and sent following the discharge of the patient from the Hospital. Any payments received by either the Buyer Entities or the Seller Entities for such Interim Billings are the property of the Seller Entities and shall be paid to the Seller Entities, when and as received by the Buyer Entities, within ten (10) business days of receipt.
 (c) If the Buyer Entities receive any amounts from the Medicare, Medicaid, TRICARE or other third party payor program (including, but not limited to the Medicare Shared Savings Program (“MSSP”), Hospital Access Payments and Assessment Fees, inpatient rate adjustments, outpatient reimbursement adjustments, IQI, Medicaid cost settlement payments, DSH, Medical Education, periodic interim payments (“PIP”) and such amounts do not relate to those which were included in the determination of Net Working Capital, bi-weekly payments for Medicare bad debt, payments for costs paid for on a pass-through basis, such as capital costs, and MIPS or other MACRA-based payments) associated with the operation of the Hospitals or the Facilities prior to the Effective Time, the Buyer Entities shall tender the amount applicable to the period up to the Effective Time to the Seller Entities weekly. If the Seller Entities receive any amounts from the Medicare, Medicaid, TRICARE or any other third party payor program (including, but not limited to MSSP, Hospital Access Payments and Assessment Fees, inpatient rate adjustments, outpatient reimbursement adjustments, IQI, Medicaid cost settlement payments, DSH, Medical Education, PIP, bi-weekly payments for Medicare bad debt, payments for costs paid for on a pass-through basis, such as capital costs, and MIPS or other MACRA-based payments), associated with the operations of the Hospitals or any Facilities relating to periods after the Effective Time, the Seller Entities shall tender the same to the Buyer Entities weekly. It is the intent of the parties that the Buyer Entities and the Seller Entities shall receive any and all amounts related to any other Medicare, Medicaid, TRICARE or other third party payor program, such as MSSP, Hospital Access Payments and Assessment Fees, inpatient rate adjustments, outpatient

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 reimbursement adjustments, IQI, Medicaid cost settlement payments, DSH, Medical Education, PIP, bi-weekly payments for Medicare bad debt, payments for costs paid for on a pass-through basis, such as capital costs, and MIPS or other MACRA-based payments applicable to the period of time the Hospitals or the Facilities were owned by such party, calculated as the payment multiplied by a fraction, the numerator of which shall be the number of days the Hospitals or the Facilities were owned by the party during the period attributable to the payment and the denominator of which shall be the total number of days attributable to the payment. In conjunction with a Medicare cost report, the Medicare Audit Contractor may apply bi­weekly payments to a party that are not applicable to its period of ownership. If this occurs, the parties agree to make payments to one another so that each party receives third party payments applicable to the period of time it owned the Hospitals or the Facilities in accordance with the methodology delineated above.
 (d) Buyer shall cause the Acquired Company to make distributions of shared savings, care coordination fees and quality-based payments to participants as provided in the 2024 Distribution Plan, the 2025 Distribution Plan and the 2026 Distribution Plan, respectively, all of which have been provided by Seller to Buyer. It is the intent of the parties that Seller and Buyer shall receive any and all shared savings, care coordination fees and quality-based payments (and shall be responsible for any and all risk share payments, retroactive adjustments and all amounts owed or paid, after application of any reserves of the Acquired Company) applicable to the period of time the Hospitals or the Facilities were owned by such party, calculated as the payment (or deficit) multiplied by a fraction, the numerator of which shall be the number of days the Hospitals or the Facilities were owned by the party during the performance period attributable to the payment (or deficit), and the denominator of which shall be the total number of days attributable to the payment (or deficit). All distributions by the Acquired Company shall be in accordance with the timeframes and processes contemplated by the Acquired Company participating provider agreements. For purposes of clarity, the Acquired Company participants shall not be third party beneficiaries of this Agreement.
 (e) All payments required by this Section 1.7 shall be made within ten (10) business days of a party’s receipt of payment with respect to a Transition Patient, accompanied by copies of remittances and other supporting documentation as reasonably required by the other party. In the event that the Buyer Entities and the Seller Entities are unable to agree on any amount to be paid under this Section 1.7 , then such amount shall be determined through the binding process provided in Section 1.6(c) at the joint equal expense of the Buyer Entities and the Seller Entities.
 1.8	Prorations . Except as otherwise provided herein (for example, with respect to the determination of Net Working Capital) or as settled at the Closing, within ninety (90) days after the Closing Date (hereinafter defined), the Seller Entities and the Buyer Entities shall prorate as of the Effective Time any amounts which (i) are paid by the Seller Entities prior to the Closing Date that are allocable, in whole or in part, to periods on or after the Closing Date, or (ii) become due and payable on or after the Closing Date, in each case, with respect to (a) the Contracts, (b) real and personal property taxes, and similar recurring taxes and assessments, if any, on the Assets that are accrued during the calendar year of the Closing (which shall be prorated as of the Closing), and (c) all utilities servicing any of the Assets, including water, sewer, telephone, electricity and gas service. Any such amounts which are not available within ninety (90) days after the Closing Date shall be similarly prorated as soon as practicable thereafter.

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 2.	CLOSING .
 2.1	Closing . Subject to the satisfaction or waiver by the appropriate party of all of the conditions precedent to Closing specified in Sections 7 and 8 hereof, the consummation of the transactions contemplated by and described in this Agreement (the “Closing”) shall take place via electronic exchange of closing deliverables on May 29, 2026, or at such other date or at such other location as the parties may mutually designate in writing (the date of consummation is referred to herein as the “Closing Date”). The Closing shall be effective as of 12:00:01 a.m., local time, on the first day of the next calendar month immediately following the Closing Date, or at such other time as the parties may mutually designate in writing (such time, the “Effective Time”).
 2.2	Actions of Seller at Closing . At the Closing and unless otherwise waived in writing by Buyer, Seller shall deliver to Buyer the following:
 (a) Deeds containing special warranty of title, fully executed by each applicable Seller Entity in recordable form, conveying to each applicable Buyer Entity fee title to the Owned Real Property (the “Deeds”) (the exact legal description from the applicable Seller Entity’s vesting deed(s) to govern and be included in the Deeds (less and except any property conveyed by the applicable Seller Entity prior to the date hereof); provided, that, upon Buyer’s request, Seller also shall deliver a quit claim deed containing the legal description determined by the Surveys), and Assignments of Leases, fully executed by each applicable Seller Entity, assigning to each applicable Buyer Entity leasehold title to the Leased Real Property (the “Assignments of Leases”), subject only to the Permitted Encumbrances and the Assumed Liabilities;
 (b) A General Assignment, Conveyance and Bill of Sale, fully executed by each applicable Seller Entity, conveying to each applicable Buyer Entity all of the Seller Entity’s right, title and interest in the Assets, free and clear of all liabilities, claims, liens, security interests and restrictions other than the Assumed Liabilities;
 (c) An Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), fully executed by the applicable Seller Entity, conveying to each applicable Buyer Entity the Seller Entity’s interest in the Contracts;
 (d) Copies of corporate resolutions duly adopted by the Board of Directors of Seller and each Seller Entity, authorizing and approving the performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Seller and each Seller Entity;
 (e) Certificate of the President or a Vice President of Seller, certifying as to the satisfaction of the condition precedent contained in Section 7.1 of this Agreement;
 (f) Certificates of incumbency for the respective officers of Seller and each Seller Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date;

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 (g) Certificates of existence and good standing of Seller and each Seller Entity from the state in which it is incorporated or formed, dated the most recent practical date prior to the Closing;
 (h) All Certificates of Title and other documents evidencing an ownership interest conveyed as part of the Assets;
 (i) A standard form owner’s affidavit (modified as necessary to make factually accurate) as required by the Title Company (as defined in Section 6.3 hereof) to issue the Title Policies (as defined in Section 6.3 hereof) as described in and provided by Section 7.3 hereof;
 (j) An Information Technology Transition Services Agreement in substantially the form attached hereto as Exhibit E (the “Information Services Agreement”) and the Business Associate Agreement, in substantially the form attached thereto (the “Business Associate Agreement”), fully executed by an Affiliate of Seller;
 (k) A Hospital Transition Services Agreement in substantially the form attached hereto as Exhibit F (the “Transition Services Agreement”), fully executed by an Affiliate of Seller;
 (l) A Clinic Billing and Collection Agreement in substantially the form attached hereto as Exhibit G (the “Billing and Collection Agreement”), fully executed by an Affiliate of Seller;
 (m) A License Agreement for Policy and Procedure Manuals in substantially the form attached hereto at Exhibit H (the “License Agreement”), fully executed by an Affiliate of Seller;
 (n) A Medicare Transition Agreement in a form reasonably acceptable to Seller and Buyer with respect to each Part A provider (each a “Medicare Transition Agreement”), fully executed by each applicable Seller Entity;
 (o) A certification (in such form as may be reasonably requested by Buyer) conforming to the requirements of Treasury Regulations 1.1445-2(c)(3) and 1.897-2(h);
 (p) An assignment of membership interest pursuant to which QHC of Springdale, Inc. assigns the CIN Interest to Buyer;
 (q) Tax clearance letters from the Arkansas Department of Finance and Administration for each Seller Entity; and
 (r) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect the transactions contemplated hereby.
 2.3	Actions of Buyer at Closing . At the Closing and unless otherwise waived in writing by Seller, Buyer shall deliver to Seller the following:
 (a) An amount equal to the Purchase Price in immediately available funds;

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 (b) The Assignment of Leases, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement;
 (c) The Assignment and Assumption Agreements, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Contracts and the Assumed Liabilities as provided in this Agreement;
 (d) Copies of resolutions duly adopted by the Board of Directors of Buyer and each Buyer Entity authorizing and approving their respective performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer and each Buyer Entity;
 (e) Certificate of the President or a Vice President of Buyer, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement;
 (f) Certificates of incumbency for the respective officers of Buyer and each Buyer Entity executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date;
 (g) Certificates of existence and good standing of Buyer and each Buyer Entity from the state in which each is incorporated or formed, dated the most recent practical date prior to Closing;
 (h) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable;
 (i) The Transition Services Agreements, fully executed by Buyer or its Affiliates, as applicable;
 (j) The Billing and Collection Agreement, fully executed by Buyer or its Affiliates, as applicable;
 (k) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable;
 (l) A Medicare Transition Agreement for each Part A provider, fully executed by each applicable Buyer Entity; and
 (m) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect the transactions contemplated hereby.
 2.4	Frustration of Closing Conditions . No party may rely on the failure of any condition set forth in Sections 2, 7 or 8 of this Agreement to be satisfied if such failure was caused, in and of itself, by such party’s failure to use commercially reasonable efforts to cause the Closing to occur, as required by Sections 5.9 and 6.5 .

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 3.	REPRESENTATIONS AND WARRANTIES OF SELLER . As of the date hereof, and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date, Seller represents and warrants to Buyer and the Buyer Entities the following:
 3.1	Existence and Capacity . Seller is a corporation, duly organized and validly existing in good standing under the Laws of the State of Delaware. Seller has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to conduct its business as now being conducted. Each Seller Entity is a limited partnership, limited liability company or corporation, duly organized and validly existing in good standing under the Laws of the state of its formation or incorporation, as the case may be. Each Seller Entity has the requisite power and authority to conduct its business as now being conducted.
 3.2	Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Seller and all other agreements referenced herein, or ancillary hereto, to which Seller is or will be a party, and the consummation by Seller and each Seller Entity of the transactions contemplated by this Agreement and the documents described herein, as applicable:
 (a) are within its corporate powers, are not in contravention of corporate Law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action;
 (b) except as provided in Sections 5.4 and 5.5 , do not require any approval or consent required to be obtained by Seller of, or filing required to be made by Seller with, any Government Entity or authority bearing on the validity of this Agreement which is required by Law or the regulations of any such agency or authority;
 (c) assuming the receipt of any consents required pursuant to the Contracts, will neither conflict with, nor result in any breach, violation or contravention of, or the creation of any default, lien, charge, or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound or to which any of the Assets may be subject;
 (d) will not violate any statute, Law, rule, or regulation of any Government Entity to which it or the Assets may be subject; and
 (e) will not violate any judgment, decree, writ or injunction of any court or Government Entity to which it or the Assets may be subject.
 3.3	Binding Agreement . This Agreement and all agreements to which Seller or any of the Seller Entities will become a party pursuant hereto are and will constitute the valid and legally binding obligations of Seller and/or such Seller Entities, respectively, and are and will be enforceable against it or them in accordance with the respective terms hereof or thereof.
 3.4	Financial Statements . Seller has delivered to Buyer copies of the following financial statements of the Seller Entities (“Financial Statements”), which Financial Statements are maintained on an accrual basis:

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 (a) Unaudited Balance Sheet dated as of January 31, 2026 (the “Balance Sheet Date”);
 (b) Unaudited Income Statement for the one-month period ended on the Balance Sheet Date; and
 (c) Unaudited Balance Sheets and Income Statements for the fiscal years ended December 31, 2025 and 2024.
 Except as set forth in Schedule 3.4 , such Financial Statements have been (and the monthly financial statements delivered pursuant to Section 5.6 will be) prepared in accordance with GAAP, applied on a consistent basis throughout the periods indicated. Such Balance Sheets present fairly in all material respects (and, in the case of financial statements delivered pursuant to Section 5.6 , will present fairly in all material respects) the financial condition of each Seller Entity as of the dates indicated thereon, and such Income Statements present fairly in all material respects (and, in the case of financial statements delivered pursuant to Section 5.6 , will present fairly in all material respects) the results of operations of each Seller Entity for the periods indicated thereon. Except as disclosed on Schedule 3.4 , none of the Seller Entities has any material liabilities of any nature (whether accrued, absolute, contingent or otherwise) that are of a type required to be disclosed or reflected in financial statements of a Seller Entity in accordance with GAAP except for (i) liabilities reflected or reserved against in the Financial Statements (including the notes thereto) and (ii) liabilities incurred in the ordinary course of business since the Balance Sheet Date.
 3.5	Absence of Certain Changes . Except as set forth in Schedule 3.5 hereto, since the Balance Sheet Date there has not been any:
 (a) event, change or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (hereinafter defined);
 (b) material damage, destruction, or loss (whether or not covered by insurance) affecting the Hospitals or the Facilities or other Assets with a net book value exceeding Fifty Thousand Dollars ($50,000.00), individually or in the aggregate;
 (c) threatened employee strike, work stoppage, or labor dispute pertaining to the Hospitals or the Facilities;
 (d) sale, assignment, transfer, or disposition of any item of property, plant or equipment included in the Assets having a value in excess of Twenty-Five Thousand Dollars ($25,000) (other than supplies), except in the ordinary course of business consistent with past practices;
 (e) general increases in the compensation payable by the Seller Entities to any of their employees or independent contractors outside of the ordinary course of business, or any increase in, or institution of, any bonus, retention, severance, insurance, pension, profit-sharing or other employee benefit plan, severance pay, remuneration or arrangements made to, for or with such employees;

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 (f) changes in the accounting methods or practices employed by the Seller Entities, or changes in depreciation or amortization policies;
 (g) material changes in the scope of material patient care services or a reduction in the licensed bed count at any of the Facilities;
 (h) material transaction pertaining to any of the Facilities by any Seller Entity outside the ordinary course of business;
 (i) material change in the rates charged by the Seller Entities or for the professional services of the licensed providers whose practice activities are carried on via the Hospitals, other than those made in the ordinary course of business;
 (j) entry into any other material transaction by any Seller Entity pertaining to the Hospitals outside the ordinary course of business (other than those contemplated by this Agreement);
 (k) material adjustment or write-off in accounts receivable or reduction in reserves for accounts receivable with respect to the Hospitals outside the ordinary course of business;
 (l) change in the composition of the medical staffs of the Hospitals, other than normal turnover occurring in the ordinary course of business; or
 (m) agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.
 3.6	Licenses . Each Facility is duly licensed pursuant to the applicable Laws of the state in which it is located and is in compliance in all material respects with all state and local licensure rules and regulations. The pharmacies, laboratories, and all other ancillary departments owned or operated by the Seller Entities and located at the Facilities or operated for the benefit of the Facilities which are required to be specially licensed are duly licensed by the appropriate licensing agency (the “State Health Agency”). The Seller Entities have all material licenses, registrations, permits, and approvals which are needed to operate the businesses owned or operated by them at the Facilities. Seller has delivered to Buyer an accurate list ( Schedule 3.6 ) of all such licenses, registrations, permits and approvals owned or held by the Seller Entities relating to the ownership, development, or operation of the Facilities or the Assets, all of which are now and as of the Closing shall be in good standing.
 3.7	Medicare Participation/Accreditation .
 (a) Each Hospital is qualified for participation in the Medicare, Medicaid and CHAMPUS/TRICARE programs (“Government Programs”), has current and valid provider contracts with such programs, is in compliance in all material respects with the conditions of participation in such programs, and has received all approvals or qualifications necessary for capital reimbursement for the Hospital. To the extent the Facilities bill Government Programs on behalf of physicians and other licensed or certified professional providers employed by any Seller Entity or who provide services to or at the Facilities on an independent contractor basis (each, a

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 “Practitioner” and, collectively, the “Practitioners”), each Facility has, and for the past six (6) years has had, valid reassignments from such Practitioners that permit such Facility to bill Government Programs.
 (b) Schedule 3.7(b) sets forth an accurate and complete list of all accreditations and certifications held by the Seller Entities and the Facilities (the “Accreditations”). Except as set forth in Schedule 3.7(b) , the Hospital is duly accredited, with no contingencies, by The Joint Commission, through the period set forth on Schedule 3.7(b) . Except as disclosed by Seller to Buyer on Schedule 3.7(b) , each Hospital is duly accredited, with no contingencies, by The Joint Commission. Copies of the most recent accreditation letters from The Joint Commission pertaining to the Hospitals have been made available to Buyer. All such Accreditations are valid, unrestricted, in good standing and in full force and effect. To the knowledge of Seller, no event has occurred or other fact exists with respect to such Accreditations that allows or, after notice or the lapse of time or both, would allow revocation or termination of any such Accreditations, or would result in any other material impairment in the rights of any holder thereof. There is no pending or, to the knowledge of Seller, threatened proceeding by any accrediting body to revoke, cancel, rescind, suspend, restrict, modify or not renew any such Accreditation, and no such proceedings, surveys or actions are pending or, to the knowledge of Seller, threatened or imminent. Since the date of each most recent Accreditation survey, none of Seller Entities or the Facilities has made any material changes in policy or operations that, to the knowledge of Seller, would be reasonably likely to cause any Facility to lose such Accreditation.
 (c) To the knowledge of Seller, all billing practices of the Seller Entities with respect to the Facilities to all third party payors, including the Medicare, Medicaid and CHAMPUS/TRICARE programs and private insurance companies, have been in compliance with all applicable Laws, regulations and policies of such third party payors and the Medicare, Medicaid and CHAMPUS/TRICARE programs, and neither the Seller Entities nor the Facilities have billed or received any payment or reimbursement in excess of amounts allowed by Law.
 (d) Neither the Seller Entities nor any of their officers, directors, managing employees, service providers or controlling shareholders are excluded from participation in the Medicare, Medicaid or CHAMPUS/TRICARE programs, nor to Seller’s knowledge is any such exclusion threatened.
 (e) Except as disclosed by Seller to Buyer (which disclosure references this Section 3.7 ), neither Seller nor the Seller Entities have received any written notice from any of the Medicare, Medicaid or CHAMPUS/TRICARE programs, or any other third party payor programs or any relator of any pending or, to Seller’s knowledge, threatened complaints, investigations or surveys relating to the Facilities. Seller has made available to Buyer copies of all accreditation survey reports, deficiency lists, statements of deficiency and plans of correction since December 31, 2024. The Seller Entities have taken or are taking all reasonable steps to correct all material deficiencies specified therein, if any.
 (f) Except as disclosed by Seller to Buyer (which disclosure references this Section 3.7 ), no Seller Entity (i) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the United Sates Department of Health and Human Services, (ii) has any reporting obligations pursuant to any settlement agreement entered into with any Government

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 Entity, (iii) has been, to Seller’s knowledge, within the past five (5) years the subject of any Government Entity payer program investigation conducted by any federal or state enforcement agency, (iv) is and has been, to Seller’s knowledge, within the past five (5) years a defendant in any qui tam/False Claims Act litigation, (v) during the past five (5) years has been served with or received any search warrant, subpoena, civil investigative demand, or, to Seller’s knowledge, contact letter or telephone or personal contact by or from any federal or state enforcement agency, and (vi) has to Seller’s knowledge, during the past five (5) years received any written complaints from any employee, independent contractor, vendor, physician or other person or organization that would indicate that such Seller Entity has violated any material healthcare Law or regulation.
 (g) The Seller Entities required to be registered have registered with the QNet Exchange (“QNet”) as required by The Centers for Medicare and Medicaid Services (“CMS”) under its Hospital Quality Initiative Program (the “HQI Program”) and Seller has provided to Buyer an accurate list of such registrations (referencing this Section 3.7 ). The Seller Entities have submitted all quality data required under the HQI Program to CMS or its agent, and all quality data required under the ORYX Core Measure Performance Measurement System (“ORYX”) to The Joint Commission, for all calendar quarters concluded during the last four (4) years, except for any quarter for which the respective reporting deadlines have not yet expired. All such submissions of quality data have been made in accordance in all material respects with applicable reporting deadlines and in the form and manner required by CMS and The Joint Commission, respectively. The Seller Entities have not received written notice of any reduction in reimbursement under the Medicare program resulting from their failure to report quality data to CMS or its agent as required under the HQI Program. Seller has provided Buyer with the HQI Program “validation results” for all calendar quarters concluded during the last four (4) years, except for any quarter for which the respective reporting deadlines have not yet expired. With respect to the operation of the Facilities, neither Seller nor any Seller Entity has any outstanding loan, grant or loan guarantee pursuant to the Hill-Burton Act (42 U.S.C. §291a, et seq.).
 3.8	Regulatory Compliance .
 (a) Except as disclosed by Seller to Buyer (which disclosure references this Section 3.8 ), the Seller Entities are in compliance in all material respects with all applicable statutes, rules, regulations, and requirements of the Government Entities having jurisdiction over the Facilities and the operations of the Facilities. As used herein, “Government Entity” means any government or any agency, bureau, board, directorate, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local. The Seller Entities have timely and accurately filed all reports, data, and other information required to be filed with the Government Entities. Neither the Seller Entities nor any of their employees have committed a material violation of federal or state Laws regulating fraud, including Healthcare Laws. The Seller Entities’ contracts with physicians are in compliance in all material respects with all applicable state corporate practice of medicine and fee-splitting Laws and regulations. Except as set forth on Schedule 3.8(a) , no Seller Entity has, during the last six (6) years, (i) received written notice of any violation, alleged violation or potential violation of, or liability under, any Healthcare Laws, or to the effect that any Seller Entity, or any Person acting on behalf of, any Seller Entity, is or could potentially be under investigation or inquiry with respect to any violation or alleged violation of any Healthcare Law, or (ii) been subject to any actual or

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 alleged obligation to undertake, or to bear all or any portion of the cost of, any remedial action under any Healthcare Law.
 (b) Except as set forth on Schedule 3.8 , each Seller Entity is, and during the past three (3) years has been, in compliance in all material respects with HIPAA. The Seller Entities have undertaken surveys, audits, inventories, reviews, analyses and/or assessments of all areas of the Facilities to the extent legally required by the HITECH Act and the administrative simplification provisions of HIPAA. To the extent the Buyer has requested, the Seller Entities have provided to Buyer accurate and complete copies of the compliance policies and/or procedures and privacy notices of the Facilities relating to HIPAA. All of the Seller Entities’ and the Facilities’ respective workforces (as such term is defined in 45 C.F.R. § 160.103) with access to “protected health information” as defined in 45 C.F.R. § 160.103 (“PHI”) have received or are scheduled to receive, in accordance with the timeframes required by HIPAA and such Seller Entity’s providers or Facilities’ respective privacy policies, training with respect to compliance with HIPAA and applicable rules and regulations promulgated thereunder. Except as set forth on Schedule 3.8 , with respect to the Facilities, during the past six (6) years (i) neither Seller nor any Seller Entity has received notice of, and there are no pending or, to the knowledge of Seller or any Seller Entity, threatened proceedings with respect to any alleged “breach” as defined in 45 C.F.R. § 164.402 (a “Breach”) or any other material violation of HIPAA by any Seller Entity or any of their respective “workforce” (as such term is defined under HIPAA); (ii) no Breach, or other material violation of HIPAA by any Seller Entity or their respective “workforce” has occurred; and (iii) no successful or suspected “security incident” as defined in 45 C.F.R. § 164.304 has occurred with respect to PHI in the possession or under the control of the Seller Entities or any third parties that handle or have access to PHI on behalf of the Seller Entities. The Seller Entities have entered into business associate agreements with all third parties acting as a business associate (as defined in 45 C.F.R. § 160.103) of any the Seller Entity to the extent required by HIPAA. No Seller Entity (A) is, to the knowledge of Seller, under investigation by any Government Entity for a violation of HIPAA (except as set forth on Schedule 3.8 ); or (B) has received any notices from the United States Department of Health and Human Services Office for Civil Rights, the U.S. Justice Department, the FTC or the Attorney General of any state or territory of the United States relating to any such violations (except as set forth on Schedule 3.8 ). During the past six (6) years, there has not been any incident that would trigger a notification or reporting requirement under any HIPAA business associate agreement or HIPAA, including a Breach or Security Breach with respect to any unsecured PHI maintained by or on behalf of the Seller Entities or any third parties that handle or have access to PHI on behalf of Seller Entities, in each case with respect to the Facilities (except as set forth on Schedule 3.8 ).
 (c) The Seller Entities are and, for the last six (6) years, have been in material compliance with all applicable Privacy and Security Requirements. Except as set forth on Schedule 3.8(c) , for the last six (6) years, the Seller Entities have not, and to the Seller’s knowledge no third party that processes Protected Data for or on behalf of any Seller Entity has, experienced any actual or suspected Security Breach, and the Seller has no knowledge of any notices, complaints, claims, causes of action, or losses from any person regarding such a Security Breach. The Seller Entities have not, and no third party that processes Protected Data for or on behalf of them has, to Seller’s knowledge, received any notices or complaints, nor is subject to any claims or causes of action, from any person (including any Government Entity) regarding the processing of Protected Data or compliance with applicable Privacy and Security Requirements. Each Seller

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 Entity has implemented reasonable physical, technical and administrative safeguards that are reasonably designed to protect Protected Data from unauthorized access by any person, and to comply in all material respects with all applicable Privacy and Security Requirements.
 3.9	Equipment . Seller has delivered to Buyer a schedule as of the Balance Sheet Date which takes into consideration all the material equipment and other tangible personal property associated with, or constituting any part of, the Facilities and the Assets.
 3.10	Real Property . The Seller Entities own good and indefeasible fee simple and/or good and valid leasehold title, as the case may be, to the Real Property, subject to the Permitted Encumbrances. The Real Property will be conveyed to the Buyer Entities free and clear of any and all liens, mortgages, unpaid but due and payable Taxes, encumbrances or other restrictions except (i) any lien for taxes and assessments not yet due and payable, (ii) the Contracts assumed by the Buyer Entities, (iii) easements, restrictions and other matters of record, so long as such matters do not, collectively or individually, materially interfere with the operations of the Facilities in a manner consistent with the current use by the Seller Entities, (iv) zoning regulations and other governmental Laws, rules, regulations, codes, orders and directives affecting the Real Property, (v) unrecorded easements, discrepancies, boundary line disputes, overlaps, encroachments and other matters that would be revealed by an accurate survey or inspection of the Real Property, so long as such matters do not, collectively or individually, materially interfere with the operations of the Facilities in a manner consistent with the current use by the Seller Entities, (vi) any encumbrances or defects that do not materially interfere with the operations of the Facilities in a manner consistent with the current use by the Seller Entities, (vii) any liens, encumbrances or other restrictions arising under the Contracts assumed by the Buyer Entities, and (viii) with respect to the Leased Real Property, any encumbrances which encumber the fee interest in such property (collectively, the “Permitted Encumbrances”). For purposes of this Agreement, the term “Hospital Leased Real Property” means the Leased Real Property that is leased by Siloam Springs Arkansas Hospital Company, LLC pursuant to that certain Ground Lease dated February 1, 2009, by and between the City of Siloam Springs, Arkansas, as landlord, and Siloam Springs Arkansas Hospital Company, LLC, as tenant. With respect to the Real Property:
 (a) Except as set forth on Schedule 3.10(a) , neither Seller nor any of the Seller Entities has received during the past three (3) years written notice from any Government Entity of a material violation of any applicable ordinance or other Law, order or regulation with respect to the Owned Real Property or the Hospital Leased Real Property, which violation has not been corrected;
 (b) Except as set forth on Schedule 3.10(b) , to the knowledge of the Seller, the Owned Real Property and the Hospital Leased Real Property and its operation are in material compliance with all applicable zoning ordinances (or is considered legally nonconforming or “grandfathered” thereunder;
 (c) Except for the Permitted Encumbrances, (i) there are no tenants or other persons or entities occupying any space in the Real Property, other than pursuant to tenant leases described in Schedule 3.10(c) , (ii) no tenants under such tenant leases have paid rent in advance for more than one month, (iii) no improvement credit or other tenant allowance of any nature is owed by any of the Seller Entities to any tenant pursuant to such tenant leases, and (iv) no landlord

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 improvement work is required to be completed by any of the Seller Entities pursuant to such tenant leases, in each case, except as disclosed in Schedule 3.10(c) ;
 (d) Attached to Schedule 3.10(d) is a “rent roll” which sets forth for those leases where a Seller Entity is landlord: (i) the names of then current tenants; (ii) the address of the property and the square footage leased; (iii) the expiration dates of the leases; (iv) the rental payments for the then current month under each of the leases; (v) a list of any then delinquent rental payments; (vi) a list of all tenant deposits and a description of any application thereof; and (vii) a list of all uncured material defaults by tenants or the Seller Entity under the leases known to Seller, and Seller has delivered to Buyer a true and complete copy of the leases listed on the rent roll;
 (e) Except as set forth on Schedule 3.10(e) , neither Seller nor any of the Seller Entities has received during the past three (3) years any written notice from any Government Entity of any existing, proposed or contemplated plans to modify or realign any street or highway, or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of all or any part of the Owned Real Property or the Hospital Leased Real Property that would materially and adversely affect the current use of any part of the Owned Real Property or the Hospital Leased Real Property;
 (f) Seller and the Seller Entities are not a “foreign person” within the meaning of Section 1445, (F) (3) of the Internal Revenue Code of 1986, as amended;
 (g) Except for this Agreement and the Permitted Encumbrances, there are no outstanding options, including rights of first offer, rights of first refusal or reversion rights, to any person to purchase any Owned Real Property, and except as set forth on Schedule 3.10(g) or as specifically identified in the leases described on Schedule 1.1(a)(ii) , there are no outstanding options, including rights of first offer, rights of first refusal or reversion rights, to any Seller Entity to purchase any Leased Real Property; and
 (h) Schedule 1.1(a)(ii) contains a complete list of all leases of the Leased Real Property where any Seller Entity is a lessee, sublessee, tenant, or subtenant. Seller has made available to Buyer a true and complete copy of each lease document.
 3.11	Title to Other Assets . As of the Closing, the Seller Entities shall own and hold good and valid title or leasehold interests, as the case may be, to all of the tangible Assets other than the Real Property, and at the Closing the Seller Entities will assign and convey to the Buyer Entities such title or leasehold interests, as the case may be, to all of such Assets, subject only to the Permitted Encumbrances and the Assumed Liabilities. There are no outstanding rights (including any right of first refusal or right of first offer), options or contracts giving any Person any current or future right to require Seller or any Seller Entity to sell or transfer to a Person any interest in any of the Assets other than the Real Property as set forth in Section 3.10(g).
 3.12	Employee Benefit Plans .
 (a) Schedule 3.12 sets forth a true, complete and correct list of all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), all specified fringe benefit plans as defined in Section 6039D of the Code, and all

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 other bonus, incentive compensation, deferred compensation, profit sharing, stock option, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, group insurance, vacation, holiday, sick leave, welfare plan or employment, change in control, confidentiality or non-competition agreement or any other similar plan, agreement, policy or understanding (whether oral or written, qualified or non-qualified) and any trust, escrow or other funding arrangement related thereto (collectively, the “Benefit Plans”), which is currently or has been sponsored, maintained or contributed to for or on behalf of the employees, former employees, independent contractors or directors (or any of their dependents) of the Seller Entities or pursuant to which the Seller Entities have any liability or obligation.
 (b) To Seller’s knowledge, (i) each of the Benefit Plans is and has been maintained and administered in all material respects in compliance with its terms and applicable legal requirements (including ERISA), (ii) there have been no prohibited transactions for which there is not a statutory exemption, breaches of fiduciary duty or other breaches or violations of any Law applicable to the Benefit Plans that could subject Buyer to any liability, (iii) each Benefit Plan intended to be qualified under Section 401(a) of the Code has a current favorable determination letter (or, in the case of a master and prototype or regional prototype plan, a favorable opinion or notification letter, as applicable) or an application therefore is pending with the IRS, (iv) no event has occurred which could cause any of the Benefit Plans to become disqualified or fail to comply with the applicable requirements of Sections 401(a) of the Code, or that would otherwise cause a distribution therefrom that is otherwise eligible for rollover treatment under Section 408 of the Code to be ineligible to be rolled into an individual retirement account or a plan that is qualified under Section 401(a) or 403(b) of the Code.
 (c) Except as set forth on Schedule 3.12 , for the past six (6) years, neither Seller, the Seller Entities nor any ERISA Affiliate of Seller or the Seller Entities sponsors, has maintained, contributed to, or been required to contribute to an employee benefit plan that is (i) a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, (ii) subject to Title IV of ERISA, Sections 302 or 303 of ERISA or Sections 412 or 436 of the Code, or (iii) a multiple employer plan as defined in Section 413(c) of the Code. ERISA Affiliate shall mean any entity that would be treated as a single employer with Seller, the Seller Entities or any of their subsidiaries under the provisions of the Code and ERISA.
 (d) Neither Seller, nor any ERISA Affiliate of Seller (i) has failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (ii) withdrawn from any Benefit Plan that is subject to Title IV of ERISA, including any Benefit Plan to which the Seller or an ERISA Affiliate of Seller contributed to or was required to contribute to in the past three (3) years.
 (e) None of the Benefit Plans listed on Schedule 3.12 that are “welfare benefit plans,” within the meaning of Section 3(1) of ERISA, provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a “group health plan” as defined in Section 4980(B)(g) of the Code and Section 607 of ERISA. The consummation of the transactions contemplated hereby will not (i) result in an increase in or accelerate the vesting of any of the benefits available under any benefit plan, (ii) otherwise entitle any employee to severance pay or any other payment from Seller or the Seller Entities, or (iii) require the Buyer to offer COBRA rights or continuation coverage to any current or former employee of Seller or the Seller Entities solely as a result of the contemplated transactions.

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 (f) Buyer will not incur any liability under any of the Benefit Plans, except as set forth in Section 1.3(c) .
 3.13	Litigation or Proceedings . Seller has delivered to Buyer an accurate list (referencing this Section 3.13 ) of all currently pending litigation or legal proceedings with respect to the Facilities and the Assets. Except as described by Seller to Buyer (referencing this Section 3.13 ), there are no claims, actions, suits, proceedings, or investigations pending, or to the knowledge of Seller, threatened, against the Seller Entities, the Facilities or the Assets (or against Seller or any of its other Affiliates and relating, in whole or in part, to the Facilities or the Assets) at law or in equity, or before or by any federal, state, municipal, or other Government Entity, commission, board, bureau, agency, or instrumentality wherever located. There are no judgments, orders, decrees, citations, fines or penalties heretofore assessed against the Seller Entities or their Affiliates affecting the Assets or the Assumed Liabilities under any federal, state or local Law.
 3.14	Environmental Laws . Except as set forth on Schedule 3.14 hereto, to the knowledge of Seller, (i) neither the Owned Real Property nor the Hospital Leased Real Property is subject to any material environmental hazards, risks, or liabilities, (ii) the Seller Entities are not in violation in any material respect of any federal, state or local statutes, regulations, Laws or orders pertaining to the protection of human health and safety or the environment (collectively, “Environmental Laws”), including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act, as amended (“CERCLA”), the Resource Conservation and Recovery Act, as amended (the “RCRA”), the Solid Waste Disposal Act, as amended (“SWDA”), the Superfund Amendments and Reauthorization Act, as amended (“SARA”), the federal Water Pollution Control Act, as amended, the federal Safe Drinking Water Act, as amended, the federal Clean Air Act, as amended, the Occupational Health & Safety Act, as amended, the Toxic Substances & Control Act, as amended, the Emergency Planning and Community Right-to-Know Act, as amended, and the Radon and Indoor Air Quality Research Act, as amended, and the regulations, orders and directives promulgated or issued thereunder, (iii) the Seller Entities possess and are in compliance in all material respects with all permits, licenses, registrations and notices required to be obtained, published or filed under Environmental Laws for their use and occupation of the Owned Real Property and the Hospital Leased Real Property, and (iv) neither Seller nor any Seller Entity has received any written notice alleging or asserting either a violation of any Environmental Law or an obligation to investigate, assess, remove, or remediate any property, including, but not limited to, the Owned Real Property or the Hospital Leased Real Property, under or pursuant to any Environmental Law. No Hazardous Substances (which for purposes of this Section 3.14 shall mean and include polychlorinated biphenyls, radioactive materials, asbestos, per- and polyfluoroalkyl substances, and any substances, materials, constituents, wastes, or other compounds or elements which are included under or regulated by any Environmental Law) have been disposed of on or released or discharged from or onto, or threatened to be released from or onto, the Owned Real Property or the Hospital Leased Real Property (including groundwater) by the Seller Entities, or to Seller’s knowledge, any third party, in violation of or which could give rise to liability under any applicable Environmental Law. Neither the Seller Entities, nor to Seller’s knowledge, any prior owners, operators or occupants of the Owned Real Property or the Hospital Leased Real Property, have allowed any Hazardous Substances to be discharged, disposed, possessed, managed, processed, released, or otherwise handled on the Owned Real Property or the Hospital Leased Real Property in a manner which is in violation of or which could give rise to liability under any Environmental Law, and the Seller

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 Entities have complied in all material respects with all Environmental Laws applicable to any part of the Owned Real Property or the Hospital Leased Real Property. Notwithstanding anything contained herein to the contrary, this Section 3.14 contains the exclusive representations and warranties of Seller and the Seller Entities with respect to environmental matters.
 3.15	Taxes .
 (a) Except as set forth on Schedule 3.15 , each Seller Entity has timely filed all federal, state and local Tax Returns required to be filed by it (all of which are true, correct and complete in all material respects) and has duly paid or made provision for the payment of all Taxes (including any interest or penalties and amounts due state unemployment authorities) which are owed by it (whether or not shown on any Tax Return) to the appropriate tax authorities. Except as set forth on Schedule 3.15 , no Seller Entity is the beneficiary of any extension of time within which to file a Tax Return. Except as set forth on Schedule 3.15 , no deficiencies for any of such Taxes have been asserted or to the knowledge of Seller or any Seller Entity, as applicable, threatened, and no audit or other administrative proceedings or court proceedings with respect to Taxes is currently pending or under way or to the knowledge of the Seller, threatened. Except as set forth on Schedule 3.15 , there are no outstanding agreements by any Seller Entity for the extension of time for the assessment of any Taxes. There are no tax liens on any of the Assets and no basis exists for the imposition of any such liens. No claim has ever been made by an authority in a jurisdiction where any Seller Entity does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There is no dispute or claim concerning any Tax liability of any Seller Entity either (a) claimed or raised by a tax authority in writing or (b) as to which any of the directors and officers of Seller or any Seller Entity, as applicable, has knowledge.
 (b) Each Seller Entity has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee or other third party, or has otherwise made adequate reserves for the payment of Taxes not yet due.
 (c) Except set forth on Schedule 3.15 , no Seller Entity has a sales/use or income tax nexus in any state or local tax jurisdiction where it does not currently pay taxes.
 (d) None of the Seller Entities have claimed the Employee Retention Credit under the CARES Act.
 (e) None of the Seller Entities is directly or indirectly responsible for the Taxes of any other person imposed on such Seller Entity as a transferee or successor, by Law, contract or otherwise.
 (f) As used herein, “Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code § 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, relating to the Assets, the Facilities or the operation of the Facilities, including any interest, penalty or addition

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 thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other person. “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
 3.16	Employee Relations .
 (a) Except as set forth on Schedule 3.16 , all employees of the Facilities are employees of the Seller Entities. To Seller’s knowledge, there is no threatened employee strike, work stoppage, or labor dispute pertaining to the Facilities. Except as set forth on Schedule 3.16 , no union representation question exists respecting any employees of the Seller Entities. No collective bargaining agreement exists or is currently being negotiated by the Seller Entities, no written demand has been received for recognition by a labor organization by or with respect to any employees of the Seller Entities, no union organizing activities by or with respect to any employees of the Seller Entities are, to the knowledge of Seller, taking place, and none of the employees of the Seller Entities is represented by any labor union or organization. There is no written unfair practice claim against the Seller Entities before the National Labor Relations Board, nor any strike, dispute, slowdown, or stoppage pending or threatened against or involving the Facilities, and none has occurred within the last three (3) years.
 (b) Except as set forth in Schedule 3.16 , the Seller Entities have complied in all material respects with all legal requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, payment of employment, social security, and similar taxes, occupational safety and health, and plant closing. No Seller Entity is liable for the payment of any compensation, damages, taxes, fines, penalties, interest, or other amounts, however designated, for failure to comply with any of the foregoing legal requirements. Except as set forth on Schedule 3.16 , there are no pending or, to the knowledge of Seller, threatened claims before the Equal Employment Opportunity Commission (or any comparable state civil or human rights commission or other entity), complaints before the Occupational Safety and Health Administration (or any comparable state safety or health administration or other entity), wage and hour claims, or the like.
 (c) Schedule 3.16 states or will state the number of employees terminated by each Seller Entity within ninety (90) days prior to the Closing Date, laid off by each Seller Entity within the six (6) months prior to the Closing Date, or whose hours of work have been reduced by more than fifty percent (50%) by a Seller Entity in the six (6) months prior to the Closing Date, and contains a complete and accurate list of the following information for such employees: (i) the date of termination, layoff, or reduction in work hours; (ii) the reason for termination, layoff, or reduction in work hours; and (iii) the location to which the employee was assigned. In relation to the foregoing, except as set forth in Schedule 3.16 , no Seller Entity has violated the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state or local legal requirements.
 3.17	The Contracts . Seller has made available to Buyer true, correct and complete copies of the Contracts (other than the Immaterial Contracts), and has given, and will give, the agents, employees and representatives of Buyer access to the originals of the Contracts to the extent originals are available. “Immaterial Contracts” are commitments, contracts, leases and agreements

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 which individually involve future payments, performance of services or delivery of goods or materials, to or by any Seller Entity of any amount or value less than Fifty Thousand Dollars ($50,000) on an annual basis, and that are not with physicians or other referral sources. Seller represents and warrants with respect to the Contracts that:
 (a) The Contracts constitute legal, valid and binding obligations of the Seller Entities and, to the knowledge of Seller, the other parties with respect thereto, and are enforceable against the Seller Entities and, to the knowledge of Seller, the other parties with respect thereto in accordance with their terms;
 (b) Each Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof;
 (c) Assuming the receipt of any consents required in connection with the assignment of the Contracts, all obligations required to be performed by the Seller Entities and, to the knowledge of Seller, the other parties with respect thereto prior to the date hereof under the terms of the Contracts have been performed, and no acts or omissions by the Seller Entities and, to the knowledge of Seller, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a default by the Seller Entities and, to the knowledge of Seller, the other parties with respect thereto under the Contracts; and
 (d) Except as expressly set forth on Schedule 1.1(g) , none of the Contracts requires consent to the assignment and assumption of such Contracts by the Buyer Entities, and Seller will use commercially reasonable efforts to obtain any required consents prior to the Closing.
 3.18	Supplies . All the inventory and supplies constituting any part of the Assets are substantially of a quality and quantity usable and salable in the ordinary course of business of the Facilities. The inventory levels are based on past practices of the Seller Entities at the Facilities and, as of the Effective Time, each inventory item will not have reached its expiration date as established by the manufacturer or vendor from whom the Seller Entity acquired the item.
 3.19	Insurance . Seller has disclosed to Buyer an accurate list (referencing this Section 3.19 ) of the current insurance policies covering the ownership and operations of the Facilities and the Assets, which list reflects the policies’ numbers, identity of insurers, amounts, and coverage. All of such policies are in full force and effect with no premium arrearage. The Seller Entities have given in a timely manner to their insurers all notices required to be given under their insurance policies with respect to all of the claims and actions covered by insurance, and no insurer has denied coverage of any such claims or actions. The Seller Entities have not (a) received any written notice or other communication from any such insurance company canceling or materially amending any of such insurance policies, and, to Seller’s knowledge, no such cancellation or amendment is threatened or (b) failed to give any written notice or present any claim which is still outstanding under any of such policies with respect to the Facilities or any of the Assets.
 3.20	Third Party Payor Cost Reports . Each Seller Entity has duly filed all required cost reports for all the fiscal years through and including the fiscal year specified on Schedule 3.20 . All

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 of such cost reports accurately reflect in all material respects the information required to be included thereon and such cost reports do not claim and neither the Facilities nor the Seller Entities have received reimbursement in any amount in excess of the amounts provided by Law or any applicable agreement. Schedule 3.20 indicates which of such cost reports have not been audited and finally settled. Seller has provided to Buyer a brief description (referencing this Section 3.20 ) of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved inquiries, claims or disputes in respect of such cost reports. The Seller Entities have established adequate reserves to cover any potential reimbursement liabilities that the Seller Entities may have under such cost reports and such reserves are set forth in the Seller Entities’ Financial Statements.
 3.21	Medical Staff Matters . Seller has provided to Buyer true, correct, and complete copies of the bylaws and rules and regulations of the medical staff of and those holding clinical positions at each Hospital, as well as a list of all current members of the medical staff of each Hospital. Except as disclosed by Seller to Buyer (referencing this Section 3.21 ), (i) there are no adverse actions with respect to any medical staff members, any individual holding clinical privileges, or any applicant thereto for which a medical staff member, any individuals holding clinical privileges, or applicant has requested a medical staff due process right which has not been scheduled or has been scheduled but has not been completed; (ii) there are no pending or, to the knowledge of Seller, threatened disputes with applicants, staff members, or health professional affiliates; and (iii) all appeal periods in respect of any medical staff member or applicant against whom an adverse action has been taken have expired, and there are no pending reviews or investigations of any medical staff member or any individual holding clinical staff privileges that would be reasonably likely to result in an adverse action that would give rise to a medical staff due process right.
 3.22	Condition of Assets . Other than with respect to the representations and warranties herein provided, the Seller Entities shall transfer the Assets to the Buyer Entities and the Buyer Entities shall accept the Assets from the Seller Entities AS IS WITH NO WARRANTY OF HABITABILITY OR FITNESS FOR HABITATION, WITH RESPECT TO THE LAND, BUILDINGS AND IMPROVEMENTS, AND WITH NO WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE EQUIPMENT, INVENTORY, AND SUPPLIES, AND ANY AND ALL OF WHICH WARRANTIES SELLER AND THE SELLER ENTITIES HEREBY DISCLAIM. Except as set forth in Schedule 3.22 , neither Seller nor any of the Seller Entities has received during the past three (3) years written notice indicating or asserting that the Facilities are not in compliance with the Americans with Disabilities Act. All of the Assets shall be further subject to normal wear and tear on the land, buildings, improvements and equipment and normal and customary use and disposal of inventory and supplies in the ordinary course of business up to the Closing Date.
 3.23	Experimental Procedures . The Seller Entities have not performed or permitted the performance of any experimental or research procedures or studies involving patients of any Hospital not authorized and conducted in accordance with the procedures of the Institutional Review Board of the relevant Hospital.

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 3.24	Intellectual Property . Schedule 3.24 lists and briefly describes all trademarks, service marks, trade names, domain names, copyrights and applications therefor (whether registered or common law) currently owned by Seller and the Seller Entities and used in connection with the Facilities that will be transferred to the Buyer Entities (collectively, the “Intellectual Property”). Except as set forth on Schedule 3.24 , neither Seller nor the Seller Entities have received written notice that any proceedings have been instituted or are pending which challenge the validity of the ownership by Seller or the Seller Entities of the Intellectual Property. Neither Seller nor the Seller Entities have licensed anyone to use the Intellectual Property and to Seller’s knowledge there is no use or infringement of the Intellectual Property by any other person. To the knowledge of Seller, Seller and/or the Seller Entities own (or possess enforceable licenses or other rights to use) all the Intellectual Property.
 3.25	Compliance Program . The Seller Entities maintain and adhere to, in all material respects, a written compliance program designed to promote compliance with all healthcare Laws and ethical standards applicable to the Facilities that includes the elements of an effective compliance program set forth in the OIG’s compliance program guidance for hospitals, including the related provisions of the Federal Sentencing Guidelines relating to corporate compliance programs. Seller has delivered to Buyer a description ( Schedule 3.25 ) of each audit and investigation conducted by Seller pursuant to its compliance program during the last three (3) years relating to material healthcare regulatory issues involving the Seller Entities. For purposes of this Agreement, the term “compliance program” refers to provider programs of the type described in the compliance guidance published by the Office of Inspector General of the Department of Health and Human Services.
 4.	REPRESENTATIONS AND WARRANTIES OF BUYER . As of the date hereof, and, when read in light of any Schedules which have been updated in accordance with the provisions of Section 12.1 hereof, as of the Closing Date, Buyer represents and warrants to Seller and the Seller Entities the following:
 4.1	Existence and Capacity . Buyer is a nonprofit corporation, duly organized and validly existing in good standing under the Laws of the State of Missouri. Buyer has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder, and to conduct its business as now being conducted. Each Buyer Entity is a limited liability company or corporation duly organized and validly existing in good standing under the Laws of the state of Arkansas. Each Buyer Entity has the requisite power and authority to conduct its business as now being conducted.
 4.2	Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance of this Agreement by Buyer and all other agreements referenced herein, or ancillary hereto, to which Buyer is a party, and the consummation by Buyer and each Buyer Entity of the transactions contemplated by this Agreement and the documents described herein, as applicable:
 (a) are within its corporate powers, are not in contravention of corporate Law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action;

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 (b) except as provided in Sections 6.1 and 6.2 , do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any Government Entity bearing on the validity of this Agreement which is required by Law or the regulations of any such agency or authority;
 (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound;
 (d) will not violate any statute, Law, rule, or regulation of any Government Entity to which it may be subject; and
 (e) will not violate any judgment, decree, writ, or injunction of any court or Government Entity to which it may be subject.
 4.3	Binding Agreement . This Agreement and all agreements to which Buyer or any of the Buyer Entities will become a party pursuant hereto are and will constitute the valid and legally binding obligations of Buyer and/or such Buyer Entities, respectively, and are and will be enforceable against it or them in accordance with the respective terms hereof and thereof.
 4.4	Availability of Funds . Buyer has the ability to obtain funds in cash in amounts equal to the Purchase Price by means of credit facilities or otherwise and will at the Closing have immediately available funds which will be sufficient to enable Buyer to pay the Purchase Price.
 5.	COVENANTS OF SELLER PRIOR TO CLOSING . Between the date of this Agreement and the Closing:
 5.1	Information . Seller shall afford to the officers and authorized representatives and agents (which shall include accountants, attorneys, bankers, and other consultants) of Buyer full and complete access to and the right to inspect the plants, properties, books, and records of the Facilities, and will allow Buyer reasonable access to the medical staff and personnel of the Facilities to confirm and establish relationships, and will furnish Buyer with such additional financial and operating data and other information as to the business and properties of Seller which pertains to the Facilities or their operations as Buyer may from time to time reasonably request. Buyer’s right of access and inspection shall be exercised in such a manner as not to interfere unreasonably with the operations of the Facilities. Buyer agrees that no inspections shall take place and no employees or other personnel of the Facilities shall be contacted by Buyer without Buyer first providing reasonable notice to Seller, which may be by email, and coordinating such inspection or contact with Seller. Notwithstanding anything contained herein to the contrary, Buyer may not conduct any invasive environmental, health or safety or property condition investigations of the Real Property, including, without limitation, any sampling or testing of soils, surface water, groundwater, ambient air, or improvements at, on or under the Real Property, without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed, and the execution of a mutually acceptable right of entry agreement by the appropriate Buyer Entities. Buyer shall repair all damage to the Real Property resulting from Buyer’s exercise of its rights under this Section or caused by Buyer (or any of its agents, employees, contractors or representatives) prior to the Closing. In addition, Buyer shall indemnify, defend and hold harmless

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 Seller and its Affiliates from and against all claims, demands, actions, lawsuits, liabilities, damages, costs and expenses (including, but not limited to, court costs, litigation expenses and reasonable attorneys’ fees) to the extent such claims arise out of Buyer’s entry onto and use of the Real Property, including, without limitation and from and against all mechanics’, materialmen’s or other liens, personal injury or death, resulting from the conduct of Buyer upon the Real Property, except to the extent the same are directly due to the gross negligence or willful misconduct of Seller or the Seller Entities. Notwithstanding the foregoing, Buyer shall have no obligation or liability to Seller under this Section for any claims arising out of or related to (i) the mere discovery by Buyer or any Buyer Entities of any adverse condition or defect on, under or affecting the Property; or (ii) the mere discovery by Buyer of any hazardous or toxic materials, substances or wastes, or other materials injurious to human health or the environment within, on, under or adjacent to the Real Property that were not released or deposited by Buyer or any Buyer Entities, except with respect to (i) and (ii) above to the extent such conditions are exacerbated by Buyer, and in such event, such indemnity shall apply to the extent conditions are exacerbated. Buyer’s obligations under this Section 5.1 shall survive the termination of this Agreement or the Closing, as applicable.
 5.2	Operations . Seller will not, and will cause the Seller Entities not to, engage in any practice, take any action, or enter into any transaction outside the ordinary course of business. Without limiting the generality of the foregoing, Seller shall cause the Seller Entities to:
 (a) carry on their business pertaining to the Facilities in substantially the same manner as presently conducted and not make any material change in personnel, operations, finance, accounting policies, or real or personal property pertaining to the Facilities;
 (b) use commercially reasonable efforts to maintain the Facilities and all material parts thereof in good operating condition, ordinary wear and tear excepted, in substantially the same manner as presently conducted and in the ordinary course of business and make repairs and acquire replacements in the ordinary course of business;
 (c) use commercially reasonable efforts to perform all of their obligations under agreements relating to or affecting the Facilities or the Assets including, but not limited to, paying all payables in accordance with their contractual terms;
 (d) use commercially reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance pertaining to the Facilities;
 (e) maintain, and timely renew, all material permits, licenses, and registrations pertaining to the Facilities and the Assets; and
 (f) use commercially reasonable efforts to maintain and preserve their business organizations intact, retain their present employees at the Facilities and maintain their relationships with physicians, suppliers, customers, and others having business relations with the Facilities.
 5.3	Negative Covenants . Seller shall cause the Seller Entities not to, with respect to the business or operation of the Facilities or otherwise regarding the Assets, without the prior written consent of Buyer:

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 (a) amend, modify, terminate or cancel any of the Contracts, or enter into any material new contract or commitment, except as provided herein or in the ordinary course of business consistent with past practice and the terms of all such contracts and commitments shall be commercially reasonable and at fair market value;
 (b) increase compensation payable or to become payable or make any bonus payment to or otherwise enter into one or more bonus agreements with any employee at the Facilities, except in the ordinary course of business or in accordance with existing personnel policies;
 (c) acquire (whether by purchase or lease) or sell, assign, lease, sublease, or otherwise transfer or dispose of any property, plant, equipment or other Assets except in the normal course of business with comparable replacement thereof when appropriate;
 (d) materially alter any Owned Real Property, including the buildings, fixtures and other improvements located thereon, other than budgeted capital expenditures or routine replacement, maintenance or repairs;
 (e) purchase capital assets or incur costs in respect of construction-in-progress in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate; or
 (f) take any material action outside the ordinary course of business of the Facilities, except as may be required in order to consummate the transactions contemplated by this Agreement.
 Seller shall add any new contracts or commitments to the Project Razorback 2.0 virtual data room on a monthly basis between the execution date and the Closing Date; provided , however , that if any contract or commitment involves payments of greater than One Million Dollars ($1,000,000), it shall be added to the virtual data room within ten (10) business days after execution.
 5.4	Governmental Approvals . Seller and the Seller Entities shall (i) use reasonable efforts to obtain from all applicable Government Entities all approvals (or exemptions therefrom) necessary or required to allow Seller and the Seller Entities to perform their obligations under this Agreement; and (ii) assist and cooperate with Buyer and their representatives and counsel in obtaining all Government Entity consents, approvals, and licenses which Buyer deems necessary or appropriate and in the preparation of any document or other material which may be required by any Government Entity as a predicate to or as a result of the transactions contemplated herein.
 5.5	Antitrust Matters . Seller shall (a) produce at the earliest practicable date all documents that may be requested of Seller or its Affiliates by the Federal Trade Commission (“FTC”), the United States Department of Justice (“Justice Department”) or any other Government Entity, in connection with the transactions contemplated by this Agreement, under the Sherman Act, the Clayton Act, the Hart-Scott Rodino Antitrust Improvements Act of 1976, or the Federal Trade Commission Act, each as amended, or any other federal, state or other statutes, Laws, rules, regulations, orders, decrees, administrative or judicial doctrines that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or substantial lessening of competition (collectively, the “Antitrust Laws”), (b) cooperate with Buyer in

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 connection with engaging with the FTC, the Justice Department or any other Government Entity in efforts to obtain regulatory approval of the transactions contemplated by this Agreement, (c) promptly inform Buyer of any material communication made to or received by Seller from the FTC, the Justice Department or any other Government Entity regarding any of the transactions contemplated hereby, (d) use commercially reasonable efforts to obtain all consents, approvals, exemptions, authorizations or waivers necessary or appropriate under the Antitrust Laws from the FTC, the Justice Department and any other Government Entity in order to avoid or terminate any action or proceeding by any of them with respect to, and to permit the consummation of in the most expeditious manner practicable, the transactions contemplated by this Agreement, and (e) promptly furnish to Buyer such information concerning Seller as Buyer needs to perform its obligations under Section 6.2 of this Agreement. Without limiting the foregoing, Seller shall have no obligation to participate in the defense of an injunction action or other legal proceeding brought under the Antitrust Laws by the FTC, the Justice Department, any other Government Entity, or private party.
 5.6	Additional Financial Information . Within thirty (30) days following the end of each calendar month prior to Closing, Seller shall deliver to Buyer true and complete copies of the unaudited balance sheets and the related unaudited statements of income of, or relating to, each Seller Entity for each month then ended, together with a year-to-date compilation and the notes, if any, related thereto, which shall have been prepared from and in accordance with the books and records of the Seller Entity, and shall fairly present in all material respects the financial position and results of operations of the Seller Entity as of the date and for the period indicated.
 5.7	Contract Consents . Seller shall (i) send any notices to third parties under each of the Contracts which, by the terms of said Contract, require such notice related to the transactions as set forth in this Agreement and (ii) use commercially reasonable efforts to obtain, prior to the Closing Date, consents from third parties under each Contract which, by the terms of such Contract, requires such consent to convey and a…