IN THE CIRCUIT COURT OF PUTNAM COUNTY, MISSOURI, DIVISION II HOSPITAL PARTNERS, INC., 1700 Swift St, Suite 200 North Kansas City, Missouri 64116 Plaintiff, v. Case No. _________ Division II, Civil PUTNAM COUNTY MEMORIAL HOSPITAL BOARD OF TRUSTEES, 1926 Oak Street Unionville, Missouri 63565 and NICOLE GALLOWAY as the Office of Missouri State Auditor, PO Box 11723 St. Louis, MO 63105 Defendants. COMPLAINT Plaintiff, HOSPITAL PARTNERS, INC. (“Plaintiff” or “HPI”), by and through its undersigned counsel, and in accordance with the Missouri Rules of Civil Procedure, hereby sues, Defendants, PUTNAM COUNTY MEMORIAL HOSPITAL BOARD OF TRUSTEES (“PCMHB”), and NICOLE GALLOWAY as the Office of Missouri State Auditor (“AUDITOR”) (collectively, PCMHB and AUDITOR are “Defendants”), and states as follows: JURISDICTION AND VENUE 1. The amounts at issue in this matter are in excess of two million dollars ($2,000,000.00), exclusive of costs and interest, and are within the jurisdictional limitations of this Court. 2. This matter deals with the ownership, control and operations of Putnam County Memorial Hospital (the “Hospital”), located in Unionville, Missouri. Page 1 of 12 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM 18AJ-CC00009 This action is brought in the county in which venue is proper pursuant to Chapter 508, Missouri Statutes, as the Hospital is located in Putnam County, and by virtue of the fact that a municipal corporation, PCMHB, is involved (V.A.M.S. §508.050), and further due to the lengths of the lease agreements at issue, jurisdiction may be additionally provided (V.A.M.S. §508.030). PARTIES 4. HPI is a Corporation duly formed and existing under the laws of the State of Florida. HPI is registered in the State of Missouri and duly authorized to do business in Missouri. 5. Defendant PCMHB is a “creature” of statute, created by Putnam County, Missouri to oversee and operate the hospital on behalf of the municipality. PCMHB currently consists of Howard Luscan, Chairman, David Schultz, Vice-Chairman, Joe Ream, Secretary/Treasurer and Kelly Busker, Member. 6. Defendant AUDITOR is created pursuant to Article IV, Section 13 of the Missouri Constitution, and is charged with the oversite of public funds. GENERAL ALLEGATIONS 7. In late 2015, Mr. David Byrns approached Mr. Jorge Perez about various opportunities in the rural hospital space. 8. Mr. Perez has made it his life’s mission to preserve and protect “rural healthcare” through his various related entities. 9. Mr. Perez indicated that he (through his various related entities) would be interested in providing capital and support for rural hospitals acquired or operated by David Byrns. 10. HPI was formed in Florida in late 2015 by Mr. Byrns and Mr. Perez as a vehicle to allow Mr. Perez to provide capital and support to any agreed upon rural hospitals. Initially, Mr. Byrns retained fifty-one percent (51%) of HPI, and Mr. Perez retained forty-nine percent (49%) of Page 2 of 12 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM 3. 11. Sometime during 2016, Mr. Byrns identified the Hospital, as a “project” to work on through HPI. Mr. Byrns indicated that the Hospital was struggling, and without restructuring the management and injecting new capital, the Hospital would likely close and leave Unionville without a “Critical Access” facility. 12. Mr. Perez agreed to provide an initial cash influx of several hundred thousand dollars through HPI, if Mr. Byrns could come to terms with the Hospital. 13. On September 12, 2016 a Management Agreement (“Management Agreement”) was signed between HPI and PCMHB, a copy of which is attached hereto and made a part hereof as Exhibit “A.” 14. The Management Agreement placed the control and operations of the Hospital in the power of HPI. Notably, the Management Agreement appears to be temporary in nature, referring to a future Lease Agreement, and in the second paragraph of Article II, TERM, indicates, [i]n any case this Agreement shall expire upon the execution of the future Lease Agreement referred to herein.” 15. A Lease Agreement for Operating a Hospital (“Lease Operating Agreement”) was executed on December 1, 2016, between HPI and PCMHB, a copy of which is attached hereto and made a part hereof as Exhibit “B.” 16. Although the Lease Operating Agreement speaks for itself, HPI references that the Lease Agreement provides in paragraph 2 that, “[w]ith the signing of this Agreement, Lessor hereby gives Lessee full authority to conduct, supervise and manage the day-to-day operations of the Hospital.” Note, that paragraph 2 was effective upon signing of the Lease Agreement. 17. A separate Property Lease Agreement with Putnam County (“PC Lease Page 3 of 12 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM HPI. part hereof as Exhibit “C.” The PC Lease Agreement was apparently “pre-paid” and granted possession of the Hospital buildings and real estate to HPI. 18. HPI operated the Hospital without incident up to and including February 28, 2018, the specific circumstances of such date being discussed below. 19. In furtherance of the Lease Operating Agreement, on April 25, 2017, PCMHB executed a Bill of Sale “Bill of Sale, which transferred the Putnam Hospital licenses to HPI, a copy of which is attached hereto and made a part hereof as Exhibit “D.” 20. On August 28, 2017, both HPI and PCMHB submitted a form CMS-855 A to the Centers for Medicaid and Medicare Services (“CMS”), evidencing the change of ownership of the Hospital. HPI points out, the CMS-855 A is electronically executed by each party separately and, is executed under all of the Federal Statutes requiring that the submission be true and correct and that falsehoods are considered to be “perjury.” 21. The State of Missouri was also notified of the change of ownership, and on October 6, 2017, HPI was retroactively approved to April 30, 2017. See copy of acceptance emails attached hereto and made a part hereof as Exhibit “E.” 22. Exhibit “E” specifically states to HPI that, “[y]our Missouri Medicaid Audit and Compliance (MMAC) Provider Enrollment Application for participation in the Clinic MO HealthNet Program has been approved with an effective date of 04/30/2017.” 23. Complicating matters, the AUDITOR contacted the PCMHB in August of 2017 and did perform an “audit” of the now “private” entity. It is entirely unclear to HPI how this occurred as neither the PCMHB or the AUDITOR had any authority or jurisdiction over the Hospital in August 2017. Page 4 of 12 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM Agreement”) was entered into on January 7, 2017, a copy of which is attached hereto and made a On or about October 2, 2017, CMS raised certain technicalities with the federal portion of the CMS-855 A and requested some revisions. 25. In or about October 2017, in large part due to the improper audit by the AUDITOR and the negative press springing therefrom, HPI and PCMHB, at a Board meeting discussed the ongoing role of Mr. Byrns in the operations of the Hospital. For various reasons, the PCMHB demanded that Mr. Perez “buy out” Mr. Byrns and assume one hundred percent (100%) control of HPI. 26. Mr. Perez agreed to buy out Mr. Byrns and discussed with the PCMHB, that they should wait until after the buy out was completed to resubmit the CMS-855 A, as Mr. Byrns would need to be removed from the ownership documentation. 27. On or about January 1, 2018, Mr. Byrns was bought out by Mr. Perez (through a related company) for approximately $2,000,000.00. At this point Mr. Perez controlled one hundred percent (100%) of HPI. 28. After the buyout of Mr. Byrns was completed, the PCMHB started discussions with HPI about a new “management contract,” noting the Management Contract was null and void and of no further force and consequence at that point. Bizarrely, the PCMHB indicated a belief that rights of HPI would somehow “expire” on February 28, 2018. 29. Despite there being no basis for upsetting the contracts in place, HPI entertained the discussions with the PCMHB. 30. On February 28, 2018, HPI received a letter from Joe Bednar, Esq. indicating he was counsel to the PCMHB, and the PCMHB had voted not to extend the already terminated Management Agreement. Mr. Bednar also indicated that the PCMHB would be issuing an “RFP,” for “hospital management.” See copy of Bednar Letter of February 28, 2018 attached hereto and Page 5 of 12 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM 24. 31. On March 1, 2018, Mr. Bednar indicated that the PCMHB was commencing an “audit,” after essentially performing what can only be described as an “illegal eviction” of PCI. See copy of Bednar Letter of March 1, 2018 attached hereto and made a part hereof as Exhibit “G.” 32. On March 2, 2018, PCI through counsel, questioned Mr. Bednar on the actions of the PCMHB, and notified the PCMHB that the Lease Agreement was controlling and questioning any authority of the PCMHB. See copy of Smith Letter of March 2, 2018 attached hereto and made a part hereof as Exhibit “H.” 33. Mr. Bednar responded on March 5, 2018, Mr. Smith replied on March 6, 2018 and March 7, 2018, and a final letter has had from Mr. Bednar on March 8, 2018. See copies of the noted communications attached hereto and made a part hereof as Exhibits “I,” “J,” “K” and “L,” respectively. 34. Separately during the first week of March 2018 the following also occurred: a. HPI, although having hired most of the Hospital employees, was suddenly being told that the employees were instructed they did not answer to HPI anymore; b. Joe Bednar, Esq. apparently informed the local news station KTVO of PCMHB’s position who published an article filled with falsehoods and defamatory statements about HPI and the related individuals and entities; c. HPI was locked out of the computer systems by the PCMHB; d. HPI was removed without any notification from the Hospital bank accounts, despite HPI being the “owner” of the accounts; and, e. When showing up at the Hospital on March 8, 2018, HPI was told by the PCMHB Page 6 of 12 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM made a part hereof as Exhibit “F.” Hospital personnel. 35. In a completely bizarre scenario, on March 8, 2018 suddenly the AUDITOR re- appeared at the Hospital and upon information and belief, was granted full access to the books and records of the Hospital by the PCMHB, despite the Hospital having ceased to be a “public” entity subject to AUDITOR’s jurisdiction. 36. Late in the day on March 8, 2018, a call was had between Jorge Perez and Howard Luscan, during which call it was indicated to Mr. Perez, that a Board meeting would be called immediately, and that Mr. Perez and the HPI “team” would be invited to address the actions of the PCMHB as to the Hospital. 37. While the parties continue to “talk”, no further substantive communication has been had from Mr. Bednar or the PCMHB, and no Board meeting with HPI has been scheduled. 38. On March 19, 2018 counsel for HPI communicated certain requested documents to counsel for the PCMHB, via “settlement correspondence,” which will be provided to the Court at a later date, due to its inadmissibility at this time. 39. Currently there are several exigent issues: a. HPI owns all of the licenses for the Hospital and has a legal obligation to oversee the Hospital; b. The State of Missouri has acknowledged that HPI owns the State Hospital license, robbing the AUDITOR of any jurisdiction; c. The Lease Operating Agreement and the PC Lease Agreement are in full force and no steps whatsoever to terminate them have been taken by any party, despite the “illegal lockout” perpetrated by the PCMHB, without any due process; and, Page 7 of 12 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM that they no longer were legally allowed on the property or to talk to any of the accounts, the Hospital computer system and tortuously told the employees of the Hospital to no longer communicate with HPI. 40. The entire scenario begs the question, how could the PCMHB operate the Hospital without licenses, and presumably without proper insurance (both liability and health insurance)? 41. HPI has had to hire the undersigned firm and has agreed to pay a reasonable fee for services provided. 42. All conditions precedent to this action have been waived, performed, or otherwise excused. COUNT I – DECLARATORY RELIEF 43. HPI incorporates by reference, Paragraphs 1 through 41 above, as if set forth herein, fully repeated and realleged. 44. This is an action for declaratory relief. 45. V.A.M.S. §527.010 states: 527.010. Scope The circuit courts of this state, within their respective jurisdictions shall have power to declare rights, status, and other legal relations whether or not further relief is or could be claimed. No action or proceeding shall be open to objection on the ground that a declaratory judgment or decree is prayed for. The declaration may be either affirmative or negative in form and effect; and such declarations shall have the force and effect of a final judgment or decree. 46. V.A.M.S. §527.020 states: 527.020. Power to construe Any person interested under a deed, will, written contract or other writings constituting a contract, or whose rights, status or other legal relations are affected by a statute, municipal ordinance, contract or franchise, may have determined any question of construction or validity arising under the instrument, statute, ordinance, contract, or franchise and obtain a declaration of rights, status or other legal relations thereunder. Page 8 of 12 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM d. The PCMHB has without due process, tortuously “taken” the Hospital bank V.A.M.S. §527.080 states: 527.080. Supplemental relief Further relief based on a declaratory judgment or decree may be granted whenever necessary or proper. The application therefor shall be by petition to a court having jurisdiction to grant the relief. If the application be deemed sufficient, the court shall, on reasonable notice, require any adverse party whose rights have been adjudicated by the declaratory judgment or decree, to show cause why further relief should not be granted forthwith. 48. HPI believes that the operative documents are the Lease Operating Agreement and the PC Lease Agreement, and that they are in control of the Hospital. 49. Defendant PCMHB has indicated, that it believes that the only document which was controlling was the Management Agreement and it has been terminated, only as of February 28, 2018. 50. Defendant AUDITOR has indicated, that she believes she has a right to audit the Hospital, despite Plaintiff not being a public/state/municipal entity. 51. HPI believes that they are entitled to have the entire dealings between the parties placed in issue before this Court. 52. HPI is in doubt as to its rights and legal relations with respect to Defendants. 53. As such, HPI is an interested party entitled to obtain a declaration of the rights, status, or other equitable or legal relations between HPI, Defendants and potentially, third parties. 54. HPI has been severely damaged by the improper actions of Defendants and their counsel. 55. HPI is also seeking supplemental relief in the form of monetary damages, equitable and injunctive relief as pertains to Defendants. WHEREFORE, HPI demands judgment against Defendants, declaring: Page 9 of 12 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM 47. interference from any Defendants of other third-parties; b. The operative documents between HPI and Defendant PCMHB are the Lease Operating Agreement and the PC Lease Agreement; c. PCMHB is in default of the Lease Operating Agreement and the PC Lease Agreement, and directing PCMHB to cure any of their defaults; d. HPI is in compliance with the Lease Operating Agreement and the PC Lease Agreement; e. HPI and PCMHB shall immediately submit the updated CMS-855 A to CMS; f. PCMHB shall not have any access to the Hospital, and further neither PCMHB, nor their counsel shall further communicate with the media, as regards the Hospital or Plaintiff; g. Defendant AUDITOR has no authority over the Hospital and has had no authority since April 25, 2017; h. Defendant AUDITOR shall immediately retract her prior audits, and publish an update and retraction, accordingly; i. Defendant AUDITOR shall stay out of the Hospital; j. For injunctive relief, both mandatory and prohibitive, to enforce the above declarations; k. An Award of monetary damages for HPI against PCMHB for their breaches and tortious conduct; l. An Award of monetary damages for HPI against AUDITOR for exceeding the scope of her authority; Page 10 of 12 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM a. HPI is in control of the Hospital and shall have full access thereto without found to have occurred by the Court; n. Providing for the recovery of the costs of this proceeding by HPI; o. Providing for HPI to recover its attorney’s fees; and, p. Such other, further, and different relief as the Court may deem just, proper and equitable under the circumstances. JURY DEMAND 56. Plaintiff requests a jury trial for any issue so triable. Dated: March 27, 2018 Kansas City, Missouri Respectfully submitted, Signed: /s/ Anthony Dylan Gauldin 1700 Swift St, Suite 200 North Kansas City, Missouri 64116 Phone: 816-474-7800 Missouri Bar No. 70074 Attorney for Plaintiff Page 11 of 12 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM m. An Award of monetary damages for HPI against Defendants for any defamation VERIFICATION STATE OF MISSOURI SS.: COUNTY OF PUTNAM Jorge Perez, being duly sworn, deposes and says that I am the Owner of Hospital Partners, Inc. in the case captioned Hospital Partners, Inc. v. PUTNAM COUNTY MEMORIAL HOSPITAL BOARD OF TR US EES. and NICOLE GA LLO WA as the Of?ce of Missouri State Auditor and have authorized the ?ling of this complaint. I have reviewed the allegations made in the complaint, and to those allegations of which I have personal knowledge, I believe them to be true. As to those allegations of which I do not have personal knowledge, I rely on documents referenced in the complaint and I believe them to be true. I further declare that I am a current Owner of Hospital Partners? 0c and have been an owner of such stock for all times relevant to the complain . ?l at? ?Vi Jorge Perez, \Yner Notary Public MY COMMISSION FF95962I SANTIAGO G. PIQUE of 9mm: February to. 2020 Page 12 of 12 173170 - 8LOZ ?88 HOJBW - weumd - p9l!:l Alleviuonoela Electronically Filed - Putnam - March 28, 2018 - 04:24 PM EXHIBIT A MANAGEMENT THIS MANAGEMENT (the Agreement) is made and entered into effective as of September 12, 2016, by and between PUTNAM COUNTY NIEMORIAL HOSPIT OARD, represe herein by its duly authorized Board Memb 1W Loam utnam County4 Memorial Hospital), and HOSPIT ARTN S, a corporation/k?" created under the laws of the state 0 dzwf): nd represented herein by its duly authorized CEO David L. (HOSpital Partners). WHEREAS, Putnam County Memorial Hospital operates the hospital facility located at 1926 Oak St. Unionville, MO. 63565, (the Facility) pursuant authority granted under Sec. 205.160 et seq; and WHEREAS, Putnam County Memorial Hospital owns certain furniture, furnishings, fixtures and tangible personal property used in connection with the operation of the Facility and a Medicare/Medicaid provider number used in connection with billings for services provided at the Facility; and WHEREAS, Hospital Partner?s principals have engaged in the ownership and operation of similar facilities and are experienced in various phases of the management, operation and ownership thereof; and WHEREAS, Hospital Partners desires to and Putnam County Memorial Hospital desires to enter into a future lease agreement and a cooperative endeavor agreement in the future with Hospital Partners as an independent organization leasing space from the Putnam County Commission for the providing of hospital and related medical services; and WHEREAS, Putnam County Memorial Hospital desires to engage Hospital Partners to manage the Facility for Hospital Putnam County Memorial Hospital for an interim reasonable period of time to manage and operate the Facility until Hospital Partners is legally qualified in Missouri to operate the facility independently and until the lease agreement has been finalized, and Hospital Partners desires to accept such engagement, upon the terms and subject to the conditions contained herein; and {00381663,1} ?ff/24 auomw - unauind - pend Aneoguonoeg Wd V8370 NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and intending to be legally bound hereby, the parties agree as follows: ARTICLE I EMPLOYMENT OF HOSPITAL PARTNERS I. Employment. For and during the term of this Agreement, Putnam County Memorial Hospital hereby grants to Hospital Partners the sole and exclusive right, and engages Hospital Partners to supervise, manage, and operate the Facility in the name and for the account of the Hospital Partners upon the terms and conditions hereinafter set forth. 2. Acceptance. Hospital Partners accepts such engagement and agrees that it will faithfully perform its duties and responsibilities hereunder, use its best efforts to supervise and direct the management and operation of the Facility in an ef?cient manner. 3. Retention of Authority by Hospital Partners. Relationship of the Parties. The relationship between HOSpital Partners and Putnam County Memorial Hospital created for the interim period of time by this Agreement is one of principal and agent. HOSpital Partners and Putnam County Memorial Hospital are not partners, joint venturers, or independent contractors, and it is agreed that Hospital Partners is acting solely as the agent of Putnam County Memorial Hospital in performing services to be provided by Hospital Partners hereunder, but only until such interim period of time that HOSpital Partners has had a reasonable period to become Missouri quali?ed to operate the Facility as an independent contractor and not as an agent of the Putnam County Memorial Hospital. Hospital Partners will work diligently to become Missouri quali?ed in order to end the principal and agent relationship and to become an independent Operator of the Facility. 4. Consideration. The consideration given and paid for the {00381663.1}2 173170 - game ?88 HOJBW - weumd - p9l!:l Alleowonoela services to be provided by Hospital Partners is the agreement by Putnam County Memorial Hospital to enter into a future Lease Agreement with Hospital Partners and an agreement by Hospital Partners based on the effective date of that Lease Agreement, the terms of which include Hospital Partners agreement (1) to pay or cause to be paid certain Debts as set forth on Schedule A attached hereto, and (2) the assumption of certain additional liabilities of the Facility after a set date that accrue on or after the effective date of this Agreement for the ongoing Operation of the hospital until Hospital Partners become Missouri quali?ed, and (3) payment of certain fees to Putnam County for use of the Facility as a hospital operation. ARTICLE II TERM Unless otherwise extended by written agreement of the parties, the term of this Agreement shall be until the Acceptance date of the Change of Ownership, and the Lease Agreement and Hospital Partners become Missouri quali?ed between the parties as of the effective date of this Agreement (Management Agreement), but in no case longer than eighteen (18) months from September 1, 2016 or as extended from time to time upon such conditions as may be made applicable at any period of extension. In any case, this Agreement shall expire upon the execution of the ?iture Lease Agreement referred to herein. ARTICLE RIGHTS AND DUTIES OF HOSPITAL PARTNERS During the term of this Agreement and in the course of its management and Operation of the Facility: 1. Employees. Hospital Partners shall have complete and full authority relating to employees, independent contractors, service providers and the like. It shall work with Putnam County Memorial HOSpital?s employees who perform services at the Facility at the same level of compensation and benefits existing on September 1, 2016 as best as possible. Hospital Partners in exercising its authority herein and agrees it will comply with the Worker Adjustment and Retraining Noti?cation Act (the Act?), including but not limited to all requisite notice periods {00381663.1}3 173170 - 8LOZ ?88 HOJBW - weumd - p9l!:l Alleowonoela and payments as required under the WARN Act, or any similar state or local legal requirement, if applicable. 2. Hospital Partners shall use all reasonable means to maintain in the name of Putnam County Memorial Hospital in all licenses and permits required in connection with the management and operation of the Facility. Putnam County Memorial Hospital shall cooperate with Hospital Partners in applying for, obtaining and maintaining such licenses and permits. 3. Insurance. Hospital Partners shall maintain on behalf of Putnam County Memorial Hospital and at Hospital Partner?s expense, any insurance policies as necessary, at all times during the terms of this agreement insurance similar in nature, type and limitation as had by Putnam County Memorial Hospital at the time of the beginning of this Management Agreement. The insurance shall only be effective after the determination of liability so as not to waive any immunities or defenses available to Putnam County Memorial Hospital and such insurance is not intended to waive any such immunities or defenses available. 4. Governmental Regulation. Hospital Partners and Putnam County Memorial Hospital jointly shall use their best efforts to take such action as is reasonably necessary to insure that the Facility comply with all federal, state and local laws, regulations and ordinances that are applicable. 5. Taxes and Assessments. Hospital Partners shall cause all taxes, assessments and charges of every kind imposed on the Facility by any Governmental agency, including any interest and penalties thereon, to be paid when due. 6. Deposit of Funds. Hospital Partners shall deposit in a banking institution which is a member of the FDIC, in Putnam County Memorial Hospital's accounts, all monies arising from the operation of the Facility or otherwise received by Hospital Partners for and on behalf of Putnam County Memorial Hospital and shall disburse and pay only the Facility?s operating expenses from said accounts in the ordinary course of business. 7. Legal Actions. Hospital Partners shall institute in its own name or in the name of Putnam County Memorial Hospital, but in any event at the expense of Hospital Partners, any and all legal actions or proceedings {00381663l1}4 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela to collect charges, rents or other sums due to the Facility. Hospital Partners, in Putnam County Memorial Hospital's name, has the authority to remove tenants from any premises managed by Hospital Partners as lessor if a lease has expired, is cancelled, terminated or for breach or default by the tenant, licensee or concessioner. No legal action shall be instituted without prior written approval from Putnam County Memorial Hospital. Hospital Partners shall provide timely reports of the status of any lawsuits that are instituted and shall not settle any matter without approval of the Putnam County Memorial Hospital. 8. Indemnity. Putnam County Memorial Hospital shall at all times indemnify and hold harmless Hospital Partners, its officers and directors, from and against any and all claims, losses, liabilities, actions, management and proceedings, and expenses, (including reasonable attorneys fees) arising out of Hospital Partner?s management and operation of the Facility during the term of this agreement to the extent that there are operating ?mds available to provide for same. 9. Indemnity. Hospital Partners shall at all times indemnify and hold harmless Putnam County Memorial Hospital, its officers and directors, from and against any and all claims, losses, liabilities, actions, management and proceedings, and expenses, (including reasonable attorneys fees) arising out of Hospital Partner?s management and operation of the Facility during the term of this agreement. 10. Books and Records. Hospital Partners on behalf of Putnam County Memorial Hospital shall supervise and direct the keeping of full books and accurate records of account and such other records re?ecting the result of the operation of the Facility. Hospital Partners shall provide detailed financial reports to Putnam County Memorial Hospital and the Putnam County Commission. 1. Physician Staff. Hospital Partners shall work with the physicians and other medical staff to coordinate and set schedules. ARTICLE IV RIGHTS AND DUTIES OF HOSPITAL PARTNERS AND BOARD {00381663.1}5 173170 - 8LOZ ?88 HOJBW - weurnd - p9l!:l Alleoruonoela 1. Right of Inspection. Putnam County Memorial Hospital Board Members or their designee's and the Putnam County Commission shall have the right to enter upon any part of the Facility or upon reasonable advance notice to the Hospital Partners for the purpose of examining or inspecting same or examining or making extracts of books and records of the Facility, but the same shall be done with as little disruption to the business of the Facility as possible. 2. Inguiries. The Board shall direct all inquiries regarding Operations, procedures, policies, employee relations, patient care, and all other matters concerning the Facility to the designated of?cer of Hospital Partners. 3. Cooperation with Hospital Partners. The Board will fully cooperate with Hospital Partners in Operating and supervising the operation of the Facility. The Board, at their expense, Will continue to have their attorneys work on the reduction of debt for the Facility that pre-date this Agreement. 4. Turnover of Funds and Accounts. Immediately upon execution of this Agreement Putnam County Memorial Hospital shall turn over information concerning any and all bank accounts, checking accounts and other accounts connected with or related to the operation or management of the Facility, and further, will execute any and all documents reasonably requested by HOSpital Partners to insure Hospital Partner?s immediate access to such accounts. This section does not include any tax income or revenues or tax accounts related to the Putnam County Memorial Hospital or Putnam County, Missouri. 5. Turnover of Future Payments. Putnam County Memorial Hospital agrees to immediately turn over unto Hospital Partners any and all payments Putnam County Memorial Hospital receives from any and all sources including, Without limitation any individuals, persons, ?rms, corporations, insurers or the like received as the result of or in connection with Hospital Partner?s management or operation of the or any services rendered in connection with such management or operation of the Facility, except for funds received for services provided prior to the Agreement and collected by Putnam County Memorial Hospital collection agents and attorneys. Excluded from future payments are any and all tax revenues associated with {00381663.1}6 173170 - 8LOZ ?88 HOJBW - weurnd - p9l!:l Alleowonoela the Putnam County Memorial Hospital and Putnam County, Missouri regardless of type of tax. ARTICLE LEASE 1. Transaction. HOSpital Partners shall lease from Putnam County the hospital building, land, all of the tangible movable prOperty and intangible property including, and from Putnam County Memorial Hospital Without limitation, any and all accounts, rights, including the rights to receive any payments from any person, ?rm, corporation or entity resulting from Hospital Partner?s operation or management of the Facility prior to closing pursuant to the Lease Agreement but limited by Article IV. This transfer will speci?cally not include any Medicare/Medicaid sub?number, discreet number or the like associated with, connection with or related to the operations of the Facility. Putnam County Memorial Hospital shall participate and assert all efforts reasonably required to ensure Hospital Partners is able to obtain a new license, and provider numbers. 2. Terms and Conditions of Lease. The terms and conditions of the Lease shall be controlled by and are contained in the Asset Lease Agreement. . ARTICLE VI CONDEMNATI ON If the whole of the Facility shall be taken or condemned in any eminent domain, condemnation, compulsory acquisition, or like proceeding by a competent authority for any public or quasi?public use or purpose or if such portion thereof shall be take or condemned as to make it unsuitable for its primary intended use, then the term of this Agreement shall cease and terminate on the date on which Hospital Partners shall be required to surrender possession of the Facility. Hospital Partners shall continue to supervise and direct the management of the Facility until such time as Putnam County Memorial Hospital shall be required to surrender possession of the Facility as a consequence of such taking or condemnation. If only a part of the Facility shall be taken or condemned and the {00381663.1}7 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela taking or condemnation of such part does not make it unsuitable for its primary intended use, this Agreement shall not terminate. In the event that the parties herein are unable within a period of thirty (30) days after controversy arising between them to agree upon the apportionment of any award or are otherwise in dispute as to any matter arising under this Article, any such dispute shall be resolved by a court of law in Cole County, Missouri under Missouri law and the costs thereof or incurred therein shall be borne by both individual parties. ARTICLE VII SUCCESSORS AND ASSIGNS 1. Assignment. Hospital Partners shall have no right to assign this Agreement without written consent of Putnam County Memorial Hospital and the Putnam County Commission. ARTICLE MISCELLANEOUS PROVISIONS 1. Notices. Any notice or other communication by either party to the other shall be in writing and shall be given and be deemed to have been duly given, upon the date delivered if delivered personally or upon the date received if mailed postage pre?paid, registered, or certi?ed mail, addressed as follows: To: OMpiml PartnersHeSp?rt'ars, Inc. 4451 NE 27th Ave. Lighthouse, FL. 33064 To: Putnam County Memorial Hospital Board 1926 Oak St. Unionville, MO. 63565 And To: Putnam County Commission c/o Putnam County Clerk 173170 - 8LOZ ?88 HOJBW - Lueuma - p9l!:l Anemuonoela or to such other address, and to the attention of such other person or of?cer as either party may designate in writing by notice. 2. No Partnership or Joint Venture. Nothing contained in the Agreement shall constitute or be construed to be or create a partnership or joint venture between Hospital Partners. 3. Modi?cations and Changes. This Agreement cannot be changed or modi?ed except by another agreement in writing signed by both parties therewith or by its duly authorized agent. 4. Understanding and Agreements. This Agreement constitutes the entire understanding and agreements of whatsoever nature or kind existing between the parties with respect to Hospital Partner's management of the Facility herein created. 5. Headings. The article and paragraph headings contained herein are for convenience of reference only and are not intended to de?ne, limit, or describe the scope of intent of any provision of this Agreement. 6. Approval or Consent. Whenever under any provisions of this Agreement, the approval or consent of either party is required, the decision thereon shall be given and such approval or consent shall not be unreasonably withheld. It is further understood and agreed that whenever under any provisions of this Agreement the approval or consent of any party is required, such approval or consent is given by the person or any one of the persons, as the case may be, designated in a noti?cation signed by or on behalf of such party. For all purposes under this Agreement, Hospital Partners shall determine solely from the latest such noti?cation received by it the person or persons authorized to give such approval or consent. Hospital Partners shall rely exclusively and conclusively on the designation set forth in such noti?cation, notwithstanding any notice of knowledge to the contrary. 7. Governing Law. This Agreement shall be deemed to have been made and shall be construed and interpreted in accordance with the laws of the State of Missouri and venue shall only be apprOpriate in Circuit Court of {00381663.1}9 173170 - 8LOZ ?88 HOJBW - weumd - pens Alleviuonoela Cole County, Missouri. 8. Enforceability. Should any provisions of this Agreement be unenforceable as between the parties, such unenforceability shall not affect the other provisions of this Agreement. 9. Hospital Partners represents that it is fully qualified to perform all of the services under this Agreement and that it is fully authorized to operate as a business in the state of Missouri. Hospital Partners further represents that it is properly registered with the state of Missouri and its agencies as is required on any corporation created in another state. Putnam County Memorial HOSpital represents that it has full authority to enter into this Agreement and that it has taken all the necessary actions under state law to authorize the Agreement to be executed and that it has authorized Aw? execute same in behalf of Putnam County Memorial Hospital. APPEAR ON NEXT {00381663,1}10 173170 - 8Loa ?88 HOJBIN - Luemnd - pens ?nestuonoela IN WITNESS WHEREOF, the parties hereto have executed and delivered this Management Agreement effective as of the day and year ?rst above written. PUTNAM COUNTY MEAL HOSPITAL ?gng ?72 V5 Board Member Date HOSPITAL PARTNERS, INC W224, DavidL. CEO Date 600178082 {00381663 1} 11 Wd vzrvo - 8mg ?82 HOJBW - Lueumci - pend Electronically Filed - Putnam - March 28, 2018 - 04:24 PM EXHIBIT LEASE AGREEMENT FOR OPERATING A HOSPITAL THIS LEASE AGREEMENT is made and entered on this day of December 2016 (the ?Signing Date?) by and between Hospital Partners, Inc., a Florida Corporation, (?Lessee?) and Putnam County Memorial Hospital Board, Unionville Missouri (the ?Lessor?) for independent operation of a hospital in Unionville, Missouri. WITNESSETH: WHEREAS, prior to November 1, 2016, the Board operated, to include but not limited to, a 25 bed critical access acute care hOSpital and a Rural Healthcare Clinic in the County of Putnam Missouri herein referred to as (?Hospital?); and WHEREAS, The Lessor has encountered certain ?nancial dif?culties in its operation of the hospital and all of the before mentioned healthcare related entities hereafter referred to as (?Hospital?); and WHEREAS, Lessor desires to enlist the services of Lessee to lease and operate all of the before mentioned healthcare related entities hereafter referred to as (?Hospital?); and WHEREAS, Lessor desires to formalize its relationship with lessee through the execution of this Agreement, wherein the lessee will take over all administrative, operational and ?nancial duties and ?mctions of the hospital and all of the before mentioned healthcare related entities hereafter referred to as (?Hospital?); and NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee do hereby represent, covenant, promise and agree as follows: 1. Recitals. The above recitals are true and correct and are incorporated into this Agreement by this reference. 2. Appointment. With the signing of this Agreement, Lessor hereby gives Lessee ?ill authority to conduct, supervise and manage the day-to-day Operations of the Hospital The Lessee agrees and hereby does accept such engagement pursuant to the terms and conditions hereinafter stated. 3. Hospital Charges. Lessee shall establish, maintain, revise and administer the overall charge structure of the Hospital. a. Lessee agrees to maintain and sta?? a functioning Emergency Room 24 hours a day 7 days a week. 173170 - game ?88 HOJBW - weumd - p9l!:l Alleowonoela 4. 10. Contracts. Lessee shall negotiate service and such other contracts reasonably necessary or desirable in connection with the Hospital operations in the usual course of business and will execute all provider agreements necessary and appropriate to obtain and maintain the status of the Hospital as a reimbursable provider of services under the Medicare program, the Medicaid program, other applicable federal or state health bene?t programs, and third party payors, including, without limitation, prepaid health plans, health maintenance organizations and other managed care plans (?Health Plans?). . Billing and Collection of Accounts. Lessee shall have full control over billing for services and materials furnished by the Hospital and for the collection of accounts and monies owed to the Hospital, including the responsibility to enforce the rights of the HOSpital as creditor under any contract or in connection with the rendering of any services. Lessee shall have full control over the accounts receivable existing as of the Effective Date or any of the proceeds there from, and such accounts receivable and any proceeds there from, (including, without limitation, the allocation and use of such monies), over said accounts receivable and any proceeds there from. Payment of Accounts and Indebtedness. Lessee shall have full control over the payment of payroll, trade accounts, amounts due on short and long-term indebtedness, current taxes and all other ordinary and customary obligations of the Hospital arising from or relating to services of the Hospital in addition to the payment of existing indebtedness as of the Effective Date listed on Schedule A. Accounting and Financial Record Procedures and Systems. Lessee shall have full control over the maintenance and administration of accounting procedures and controls, as well as systems for the preparation and safekeeping of records and books of accounts relating to the operations and ?nancial affairs of the Hospital. Depository of Accounts. Lessee shall have full control over all Hospital accounts in such banks and other ?nancial institutions existing as of the Effective Date and will continue to have ?ill control over such accounts throughout the term of this Agreement, except for those accounts under the control of the Putnam County Commission and accounts which contain tax receipts related to ballot measures for Lessor. Purchases and Leases. Lessee shall have full control over all purchases and leased equipment, supplies and all materials and services which Lessee deems necessary in the Operation of the Hospital. Quality Control. Lessee shall have full control over quality control programs designed to meet standards imposed by applicable certifying and accreditation agencies with regards to the Hospital. 173170 - 8LOZ ?88 HOJBW - weumd - p9l!:l Alleowonoela 11. 12. 13. 14. 15. Maintenance of Records. In accordance with Section 186l(v)(1)(I) of the Social Security Act (42 U.S.C. &1395x(v)(1)(I), Lessor, on behalf of Lessee, agrees to maintain for a period of not less than four (4) years a?er the term of this Agreement, all books documents and records necessary to verify the nature and extent of the costs of providing the services contemplated herein and to make such documents available to the Secretary of the United States Department of Health and Human Services, the Comptroller General of the United States, and any of their duly authorized representatives upon written request made in accordance with the criteria and procedures which the Secretary shall provide by regulation for access to books, documents, and records under the above federal law. In the event Lessee enters into a subcontract to provide goods or services pursuant to this Agreement with a value of $10,000 or more, the subcontractor shall be required to provide access to its books, documents and records in accordance with the above stature. Cost Reports. Lessee shall have full control over all prior cost reports and any monies due to or owed by the Hospital as a result of those cost reports as of the Effective Date and shall cause to be prepared, and have full control over any monies due to or owed by the Hospital throughout the term of this Agreement, all Medicaid cost reports necessary for reimbursement to the HOSpital under the Missouri Medicaid Program, the Federal Medicare Program and any other federal or state cost reimbursed health bene?t programs, except for those accounts under the control of the Putnam County Commission and accounts which contain tax receipts related to ballot measures for Lessor. Upon termination of this Agreement, the parties shall cooperate in providing the ?nancial information necessary to prepare all cost reports required by the Medicare and Medicaid programs and all other applicable federal and state cost-reimbursed health bene?t programs. Personnel Services. Lessee shall have full control over the hiring, discharge and supervising of all the employees of the Hospital. Lessee shall be the sole employer of the Lessee personnel, and shall remain solely liable and responsible for withholding all sums for income tax, unemployment insurance, social security and any other withholding required pursuant to any law or requirement of any government body. Medical Staff. Lessee shall have full control over the medical staff of the Lessee. The medical staff shall be organized and function according to its bylaws that may be amended by Lessee ?'om time to time. Licensure. Certi?cation and Accreditation, Lessee shall be responsible for maintaining the Hospital ?rlly licensed and in good standing, and certi?ed to participate in the Medicare and Medicaid programs. 173170 - 8mg ?88 HOJBW - weurnd - pens Alleowonoela l6. Lease Payment. Lessee agrees to pay to the Lessor on or before the 3lst of each 17. 18. month a lease payment of $20,000.00, (Twenty Thousand Dollars and 00 Cents) with the first payment being due on the ?nalized date of the accepted Change of Ownership, (CHOW) and the transfer of the Medicare and Medicaid Provider Numbers. The payments made in this section shall be in compliance with the Property Lease Agreement between the Putnam County Commission and Lessee. The Lessor is to pay to the Putnam County Commission, $2,000.00 out of every lease payment under this Agreement which is to be escrowed by the Putnam County Commission up to a cap of $50,000.00 for future maintenance expenses in case the hospital closes. The rest of the lease payments under this Agreement will be escrowed by the Lessor and at the request of Lessee make that money available to purchase capital equipment or make capital improvements to the building. If capital improvements are to be made to the building, Lessor shall seek approval of the Putnam County Commission prior to work beginning, which Putnam County Commission approval shall not be unreasonably withheld. Lessee reserves the right to sell any and all rights to this lease at any time with the approval of the Lessor, which approval shall not be unreasonably withheld. Insurance. Lessee agrees to provide such commercially reasonable insurance coverage for the Hospital as required based on the scope of operations of the Hospital. Without limiting the foregoing, Lessee shall secure and maintain worker?s compensation and employer?s liability insurance, comprehensive general and professional liability, (including, personal injury, products and completed operations liability, blanket automobile liability), insurance, each in such amounts as required based on the scope of operations of the Hospital. At all times, Lessee shall maintain insurance on the Hospital buildings, ?imishings and equipment against loss or damage by ?re, ?ood, wind storm and explosion damage in the amount of their full insurance values. The purchase of insurance is not intended to be a waiver of any immunities or defenses available to Lessor or Putnam County in any litigation and such insurance payments are not determined to be due and owing until such time as the ?nal judgment of a court of competent jurisdiction has made its ruling on the application of immunities and defenses available to Lessor and Putnam County. Term. The term of this Agreement shall be for a period of 20 years commencing on the Effective Date and shall automatically renew for ongoing additional 10 year periods at the sole discretion of Lessee as long as the HOSpital is ?nancially solvent. Lessee will give Lessor written notice at least 90 days prior to the end of this Agreement as to Lessee?s decision to extend the Agreement for another 10 year period. 173170 - 8LOZ ?88 HOJBW - weumd - pens Alleowonoela l9. Termination. This Agreement may be terminated: i. By mutual consent of Lessor and Lessee. ii. By Lessee if Lessor materially breaches or fails to ful?ll its obligations under this Agreement, which failure continues and remains uncured for thirty (30) consecutive calendar days after Lessee gives written notice of such failure by Lessor. By Lessor if Lessee materially breaches or fails to ful?ll its obligations under this Agreement, which failure continues and remains uncured for thirty (30) consecutive calendar days after Lessor gives written notice of such failure by Lessee. iv. By Lessor if Hospital becomes insolvent at any time during the term of the Agreement. 20. Effect of Termination. Upon termination of this Agreement the parties shall have 21. 22. 23. 24. no ?nther obligations as of the effective date of termination and shall be entitled solely to the rights which accrued prior to the effective date of termination. Without limiting the foregoing, Lessee shall be responsible for expenses and shall be entitled to all cash on hand, accounts receivable, and proceeds there from which accrued through the effective date of termination. Lessee will also have title to any and all equipment they had purchased during the lease period. Force Majeure. Neither party shall be liable for any delay or failure to perform hereunder due to ?oods, riots, suikes, freight embargoes, acts of God, acts of war or hostilities of any nature, laws, regulations of any government (whether foreign or domestic, federal, state, county or municipal), or any other similar cause beyond the reasonable control of the party affected. It is understood that lack of ?nancial resources shall not be deemed a cause beyond a party?s control. Waivers and Amendments. The delay or failure by either party to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of that party?s right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing, and the writing makes speci?c reference to this section (23), and it is signed by the party against which it is sought to be enforced. Severability. If any provision of this Agreement is held to be void, the remaining provisions shall remain valid and shall be construed in such a manner as to achieve their original purposes in full compliance with the applicable laws and regulations. Sole Agreement. This Agreement is intended to be the sole and complete statement of the obligations and rights of the parties as to all matters covered by 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela this Agreement, and supersedes all previous understandings, agreements, negotiations and proposals relating thereto. 25. Successors and Assigns. This Agreement shall be binding upon and inure to the bene?t of the parties hereto and their respective successors. This Agreement can be assigned by Lessee either in total or in part, without the prior written consent of the Lessor. 26. Written Communications. All notices, orders and other communications provided for hereunder shall be in writing and shall be delivered by appropriate postal service, express carrier or by hand to each party hereto. 27. Modi?cation of Terms. To the extent any provision hereof is deemed by a court of law or other governmental entity to violate, on its face or in practice, any federal, state or local law, rule, regulation, policy, procedure or interpretation thereof (collectively, then such provision shall be modi?ed by mutual agreement of the parties hereto to the extent necessary in order to make such provision of the application thereof to comply with such Law. 28. Notices. Any notice or other communication by either party to the other shall be in writing and shall be given and be deemed to have been duly given, upon the date delivered if delivered personally or upon the date received if mailed postage pre-paid, registered, or certi?ed mail, addressed as follows: To: Hospital Partners, Inc. 4451 NE 27th Ave. Lighthouse, FL. 33064 To: Putnam County Memorial Hospital Board 1926 Oak St. Unionville, MO. 63565 or to such other address, and to the attention of such other person or of?cer as either party may designate in writing by notice. 29. No Partnership or Joint Venture. Nothing contained in the Agreement shall constitute or be construed to be or create a partnership or joint venture between Hospital Partners and Lessor. 30. Modi?cations and Changes. This Agreement cannot be changed or modi?ed except by another agreement in writing signed by the party sought to be charged therewith or by its duly authorized agent. My? 173170 - 8mg ?88 HOJBW - weumd - pens Alleowonoela 31. Understanding and Agreements. This Agreement constitutes the entire understanding and agreements of whatsoever nature or kind existing between the parties with reSpect to Hospital Partner?s management of the Facility herein created. 32. Headings. The article and paragraph headings contained herein are for convenience of reference only and are not intended to de?ne, limit, or describe the scope of intent of any provision of this Agreement. 33. Approval or Consent. Whenever under any provisions of this Agreement, the approval or consent of either party is required, the decision thereon shall be given and such approval or consent shall not be unreasonably withheld. It is further understood and agreed that whenever under any provisions of this Agreement the approval or consent of any party is required, such approval or consent is given by the person or any one of the persons, as the case may be, designated in a noti?cation signed by or on behalf of such party. For all purposes under this Agreement, Hospital Partners shall determine solely from the latest such noti?cation received by it the person or persons authorized to give such approval or consent. Hospital Partners shall rely exclusively and conclusively on the designation set forth in such noti?cation, notwithstanding any notice of knowledge to the contrary. 34. Governing Law. This Agreement shall be deemed to have been made and shall be construed and interpreted in accordance with the laws of the State of Missouri. Any dispute shall be resolved by a court of law in Cole County, Missouri under Missouri law and the costs thereof or incurred therein shall be borne by both individual parties. 35. Enforceabilig. Should any provisions of this Agreement be unenforceable as between the parties, such unenforceability shall not affect the other provisions of this Agreement. 36. Lessee agrees to maintain the Critical Access Status of the hospital during the term of this lease and all future terms of this lease. 37. Lessee agrees to maintain a fully ?mctional Emergency Room during the term of this lease and all future terms of this lease. 38. Effective date of this Agreement will be the ?nalized date of the accepted CHOW. 173170 - 8LOZ ?88 HOJBW - weumd - p9l!:l Alleowonoela IN WITNESS WHEREOF, the parties have caused this agreement to be duly executed by their duly authorized representatives and takes effect on The Effective date set forth above. LESSEE: SPWS, INC. Qw/Va? Name: w/zx// Title: ?g Date: LESSOR: PU AM HOSPITAL BOARD Name ??wm loska/ Title: Date: A/m/ .29 173170 - game ?88 HOJBW - Luemnd - peIH Alleowonoela Electronically Filed - Putnam - March 28, 2018 - 04:24 PM EXHIBIT we PROPERTY LEASE AGREEMENT /4 THIS PROPERTY LEASE AGREEMENT ("Lease") is made and entered into this day of When-20167 by and between Putnam County, Missouri, a Missouri governmental subdivision ("Landlord") and Hospital Partners, Inc., a Florida corporation ("Tenant"). For and in consideration of the covenants and obligations contained herein and other good and valuable consideration, the receipt and suf?ciency of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. PREMISES. Landlord owns certain real property and improvements located at 1926 Oak, Unionville, Missouri (the "Premises") as legally described in Attachment A to this document and made a part hereof. Landlord desires to lease the Premises to Tenant upon the terms and conditions contained herein. Tenant desires to lease the Premises ?'om Landlord on the terms and conditions as contained herein. 2. TERM. This Lease shall commence on December 1, 2016 (the "Commencement Date") and shall continue until its termination on December 31, 2036 at 11:59 PM (the "Terminate Date") for an initial term of twenty (20) years. This Lease may be extended for ten (10) year periods after the initial lease period. Upon the Termination Date, Tenant shall be required to vacate the Premises unless one of the following circumstances occurs: Landlord and Tenant formally extend this Lease in writing or create and execute a new Lease; or (ii) Landlord willingly accepts new rent from Tenant, which does not constitute past due rent. In the event that Landlord accepts new rent from Tenant after the termination date, a month-to- month tenancy shall be created. If at any time either party desires to terminate the month-to- month tenancy, such party may do so by providing to the other party written notice of intention to terminate at least 30 days prior to the desired date of termination of the month-to-month tenancy. Rent shall continue at the rate specified in this Lease, or as allowed by Missouri law. All other terms and conditions as outlined in this Lease shall remain in full force and e??ect. Time is of the essence for providing notice of termination (strict compliance with dates by which notice must be provided is required). 3. RENT. Tenant shall pay to Landlord the sum of one dollar (S 1.00) per month as rent for the term of this Lease. Due date for rent payment shall be the 31st day of each calendar month and shall be considered advance payment for the following month with the ?rst payment being due (003921961) E15 173170 - 8mg ?88 HOJBW - weumd - pens Alleowonoela on the ?nalized date of the accepted Change of Ownership, (CHOW) and the transfer of the Medicare and Medicaid Provider Numbers. Weekends and holidays do not delay or excuse Tenant?s obligation to timely pay rent. The Putnam County Memorial Hospital Board shall pay Lessor the sum of two thousand dollars This property lease payment is to be escrowed by Landlord up to a cap of $50,000.00 for capital improvements expenses to the hospital building at the end of the lease term. Once the $50,000 cap is reached, no additional payments of $2,000 per month shall be due during the initial term of this property lease. A. Delinquent rent. If not paid on the 315: day of the month, rent shall be considered overdue and delinquent on the 10th day of each calendar month. If Tenant fails to timely pay any month?s rent, Tenant will pay Landlord a late charge of $5.00 per day until rent is paid in full. If Landlord receives the rent by the 15th day of the month, Landlord will waive the late charges for that month. Any waiver of late charges under this paragraph will not affect or diminish any other right or remedy Landlord may exercise for Tenant?s failure to timely pay rent. B. Prorated rent. In the event that the Commencement Date is not the 1st of the calendar month, rent payment remitted on the Commencement Date shall be prorated based on a 30-day period. C. Returned Checks. In the event that any payment by Tenant is returned for insuf?cient funds or if Tenant stops payment, Tenant will pay $25.00 to Landlord for each such check, plus late charges, as described above, until Landlord has received payment. Furthermore, Landlord may require in writing that Tenant pay all ?iture rent payments by cash, money order, or cashier's check. D. Order In Which Funds Are Applied. Landlord will apply all funds received from Tenant consistent with the conditions of Section 3. E. Rent Increases. There will be no rent increases through the Termination Date. If this Lease is renewed automatically on a month to month basis, Landlord may increase the rent during the renewal period by providing Written notice to Tenant that becomes effective the month following the 30th day alter the notice is provided. 4. USE OF PREMISES. The Premises shall be used and occupied solely by Tenant and Tenant's Lessee exclusively, as an operating hospital facility, and no part of the Premises shall be used at any time during the term of this Lease by Tenant or it?s Lessee?s for the purpose of carrying on any business, profession, or trade of any kind, or for any purpose other than as an 2 P5 V\lcl 173170 - game ?88 HOJBW - weumd - pend Alleviuonoela operating hospital. Tenant shall not allow any other person to use or occupy the Premises without ?rst obtaining Landlord's written consent to such use, which consent shall not be unreasonably withheld. Tenant shall comply with any and all laws, ordinances, rules and orders of any and all governmental or quasi-govemmental authorities affecting the cleanliness, use, occupancy and preservation of the Premises. 5. CONDITION OF PREMISES. Tenant represents and warrants that Tenant has examined the Premises, and that they are at the time of this Lease in good order, repair, and in a safe, clean and tenantable condition. 6. ASSIGNMENT AND SUB-LETTING. Tenant shall not assign this Lease, or sub-let or grant any license to use the Premises or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld. A consent by Landlord to one such assignment, sub-letting or license shall not be deemed to be a consent to any subsequent assignment, sub-letting or license. An assignment, sub-letting or license without the prior written consent of Landlord or an assignment or sub-letting by operation of law shall be absolutely null and void and shall, at Landlord's option, terminate this Lease. 7. ALTERATIONS AND IMPROVEMENTS. Tenant shall make no alterations to the buildings or improvements on the Premises or construct any building or make any other improvements on the Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any and all alterations, changes, and/or improvements built, constructed or placed on the Premises by Tenant shall, unless otherwise provided by written agreement between Landlord and Tenant, be and become the property of Landlord and remain on the Premises at the expiration or earlier termination of this Lease. 8. HAZARDOUS MATERIALS. Tenant shall not keep on the Premises any item of a dangerous, ?ammable or explosive character that might unreasonably increase the danger of ?re or explosion on the Premises or that might be considered hazardous or extra hazardous by any responsible insurance company, except those related to and necessary for the operating of a hospital. 9. UTILITIES. Tenant shall be responsible for arranging for and paying for all utility services required on the Premises. 10. MAINTENANCE, REPAIR, AND RULES. Tenant will, at its sole expense, keep and maintain the Premises and appurtenances in good and sanitary condition and repair during the term of this Lease and any renewal thereof. Without limiting the generality of the foregoing, Tenant shall: Ra? 173170 - game ?88 HOJBW - weumd - pens Alleowonoela A. Not obstruct the driveways, sidewalks, courts, entry ways, stairs and/or halls, which shall be used for the purposes of ingress and egress only; B. Keep all windows, glass, window coverings, doors, locks and hardware in good, clean order and repair; C. Not obstruct or cover the windows or doors; D. Not leave windows or doors in an open position during any inclement weather; E. Not cause or permit any locks or hooks to be placed upon any door or window without the prior written consent of Landlord; F. Keep all air conditioning ?lters clean and free from dirt; G. Keep all lavatories, sinks, toilets, and all other water and plumbing apparatus in good order and repair and shall use same only for the purposes for which they were constructed. Tenant shall not allow any sweepings, rubbish, sand, rags, ashes or other substances to be thrown or deposited therein. Any damage to any such apparatus and the cost of clearing stopped plumbing resulting from misuse shall be borne by Tenant; H. Deposit all trash, garbage, rubbish or re?lse in the locations provided and shall not allow any trash, garbage, rubbish or refuse to be deposited or permitted to stand on the exterior of any building or within the common elements; I. Abide by and be bound by any and all rules and regulations affecting the Premises or the common area appurtenant thereto which may be adopted or promulgated by any regulatory authority having power over the operations of a hOSpital. 1 l. DAMAGE TO PREMISES. In the event the Premises are destroyed or rendered wholly uninhabitable by ?re, storm, earthquake, or other casualty not caused by the negligence of Tenant, this Lease shall terminate from such time except for the purpose of enforcing rights that may have then accrued hereunder. The rental provided for herein shall then be accounted for by and between Landlord and Tenant up to the time of such injury or destruction of the Premises, Tenant paying rentals up to such date and Landlord refunding rentals collected beyond such date. Should a portion of the Premises thereby be rendered uninhabitable, the Landlord shall have the Option of either repairing such injured or damaged portion or terminating this Lease. In the event that Landlord exercises its right to repair such uninhabitable portion, the rental shall abate in the proportion that the injured parts bears to the whole Premises, and such part so injured shall be . 173170 - 8mg ?88 HOJBW - weumd - pens Alleowonoela restored by Landlord as speedily as practicable, a?er which the full rent shall recommence and the Lease continue according to its terms. Tenant shall be responsible for securing property and casualty insurance equal to the replacement value for any damages to the premises. Such insurance shall identify Landlord as an insured party and notice of any claims and communication from the insurance provider shall be served on Landlord by certi?ed mail addressed to the Putnam County Clerk. A copy of the in- place certi?cate of insurance shall be provided to Landlord. Tenant shall be responsible for obtaining liability insurance to be applied to any claim of loss that is made against Landlord after determination of the application of immunities and defenses available for Landlord. The providing of such insurance is not to be considered a waiver of any defense or immunity available to Landlord. 12. ACCESS BY LANDLORD. Landlord and Landlord's agents shall have the right at all reasonable times, and by all reasonable means, without notice, during the term of this Lease and any renewal thereof to enter the Premises for the following purposes: A. Inspect the Premises for condition; B. Make repairs. 13. SUBORDINATION 0F LEASE. This Lease and Tenant's interest hereunder are and shall be subordinate, junior and inferior to any and all mortgages, liens or encumbrances now or herea?er placed on the Premises by Landlord, all advances made under any such mortgages, liens or encumbrances (including, but not limited to, future advances), the interest payable on such mortgages, liens or encumbrances and any and all renewals, extensions or modi?cations of such mortgages, liens or encumbrances. 14. HOLD OVER. If Tenant remains in possession of the Premises with the consent of Landlord after the natural expiration of this Lease, a new tenancy from month?to- month shall be created between Landlord and Tenant which shall be subject to all of the terms and conditions hereof except that such tenancy shall be terrninable upon ?fteen (15) days written notice served by either party. 15. SURRENDER OF PREMISES. Upon the expiration of the term hereof, Tenant shall surrender the Premises in as good a state and condition as they were at the commencement of this Lease, reasonable use and wear and tear thereof and damages by the elements excepted. 16. QUIET ENJOYMENT. Tenant, upon payment of all of the sums referred to herein as being payable by Tenant and Tenant's performance of all Tenant?s agreements contained herein Eb 173170 - 8LOZ ?88 HOJBW - weumd - pens Alleowonoela and Tenant's observance of all mics and regulations, shall and may peacefully and quietly have, hold and enjoy said Premises for the purposes of the Lease for the term hereof. l7. INDEMNIFICATION. Landlord shall not be liable for any damage or injury of or to the Tenant, Tenant's guests, invitees, agents or employees or to any person entering the Premises or the building of which the Premises are a part or to goods or equipment, or in the structure or equipment of the structure of which the Premises are a part, and Tenant hereby agrees to indemnify, defend and hold Landlord harmless from any and all claims or assertions of every kind and nature, and provide such insurance as is required under Section 11 of this agremment. 18. DEFAULT. If Landlord breaches this Lease, Tenant may seek any relief provided by law. If Tenant fails to comply with any of the material provisions of this Lease, other than the covenant to pay rent, or of any present rules and regulations or any that may be hereafter prescribed by Landlord, or materially fails to comply with any duties imposed on Tenant by statute, within seven (7) days after delivery of written notice by Landlord specifying the noncompliance and indicating the intention of Landlord to terminate the Lease by reason thereof, Landlord may terminate this Lease. If Tenant fails to pay rent when due and the default continues a?er the expiration of the grace period described in paragraph 3.A., Landlord may, at Landlord's option, declare the entire balance of rent payable hereunder to be immediately due and payable and may exercise any and all rights and remedies available to Landlord at law or in equity or may immediately terminate this Lease. l9. ABANDONMENT. If at any time during the term of this Lease Tenant abandons the Premises or any part thereof, Landlord may, at Landlord's option, obtain possession of the Premises in the manner provided by law, and without becoming liable to Tenant for damages or for any payment of any kind whatever. Landlord may, at Landlord's discretion, as agent for Tenant, relet the Premises, or any part thereof, for the whole or any part thereof, for the whole or any part of the then unexpired term, and may receive and collect all rent payable by virtue of such reletting, and, at Landlord?s Option, hold Tenant liable for any difference between the rent that would have been payable under this Lease during the balance of the unexpired term, if this Lease had continued in force, and the net rent for such period realized by Landlord by means of such reletting. If Landlord's right of reentry is exercised following abandonment of the Premises by Tenant, then Landlord shall consider any personal pr0perty belonging to Tenant and left on the Premises to also have been abandoned, in which case Landlord may dispose of all such personal pr0perty in any manner Landlord shall deem prOper and Landlord is hereby relieved of all liability for doing so. 20. FEES. Should it become necessary for Landlord to employ an attorney to enforce any of the conditions or covenants hereof, including the collection of rentals or 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela gaining possession of the Premises, Tenant agrees to pay all expenses so incurred, including a reasonable attomeys' fee. 21. GOVERNING LAW. This Lease shall be governed, construed and interpreted by, through and under the Laws of the State of Missouri and venue exclusively in Putnam County. 22. SEVERABILITY. If any provision of this Lease or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Lease nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law. 23. BINDING EFFECT. The covenants, obligations and conditions herein contained shall be binding on and inure to the bene?t of the heirs, legal representatives, and assigns of the parties hereto. 24. DESCRIPTIVE HEADINGS. The descriptive headings used herein are for convenience of reference only and they are not intended to have any affect whatsoever in determining the rights or obligations of the Landlord or Tenant. 25. CONSTRUCTION. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural. 26. NON-WAIVER. No delay, indulgence, waiver, non-enforcement, election or non- election by Landlord under this Lease will be deemed to be a waiver of any other breach by Tenant, nor shall it affect Tenant's duties, obligations, and liabilities hereunder. 27. MODIFICATION. The parties hereby agree that this document contains the entire agreement between the parties and this Lease shall not be modi?ed, changed, altered or amended in any way except through a written amendment signed by all of the parties hereto. 28. NOTICE. Any notice required or permitted under this Lease or under state law shall be delivered to Tenant at the Premises address, and to Landlord at Landlord?s principle place of business. 7 173170 - 8LOZ ?88 HOJBW - weumd - p9l!:l Alleowonoela IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date indicated below: 744/ As to Landlord this i day of LANDLORD: Putnam County, Missouri by its County Commission By: Name. LSCMILS Title: {Ems ?32m ??gs I?d) b1 1.4 i A TEST Ls Putnam County Claw AstoTenant,thisinayof TENANT: Hospital Partners, Inc Name: gW// ?mj Title: be 173170 - game ?88 HOJBIN - Luemnd - p9l!:l ?lleowonoela Electronically Filed - Putnam - March 28, 2018 - 04:24 PM EXHIBIT [All .Fiji Tar: Tray?! by}? l" i {3 xii: 111Em} @1th f, .5. 93/ Ltd-l- i. i itpital Partners, lnc., a Florida Corporation, ("Lessee?) and Putnam County Memorial Hospital Board, Unionville Missouri (the ?Lessor") for independent operation of a hospital in Unionville, Missouri; pital Board hereby agrees to particlpat ?ling of the Change of Ownership paperwork with CMS, including, returning those portions of the chow to CMS. Working with Hospi information required for filing their portion of the chow. e, and assist in all aspects of but not limited to signing and tal Partners to obtain all necessary The parties hereby agree that the effective date of the transfer shall be on April 30, 2017 :3 (EL Dated this then-35?" day of?lipril 2017 'm I Howard Luscan, Chairman, Putnam tyMem lHos 'al Bo Dpr?.? . -- P: rers inc. PO Box 389 - 1926 Oak Street - Unionviile, M0 Telephone: 660-947?2411 -Fax: 660-947-3825- Wd 1783170 8LOZ ?88 pellzl AIIBOWOJIOGIEI Electronically Filed - Putnam - March 28, 2018 - 04:24 PM EXHIBIT 1 of 3 https://3.basecamp.com/3501739/buckets/6552804/documents/973323628 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM Medicaid Approval - Clinic 3/19/2018, 4:15 PM 2 of 3 https://3.basecamp.com/3501739/buckets/6552804/documents/973323628 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM Medicaid Approval - Clinic 3/19/2018, 4:15 PM 1 of 4 https://3.basecamp.com/3501739/buckets/6552804/documents/953904000 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM Medicaid Approval 3/19/2018, 4:15 PM 2 of 4 https://3.basecamp.com/3501739/buckets/6552804/documents/953904000 Electronically Filed - Putnam - March 28, 2018 - 04:24 PM Medicaid Approval 3/19/2018, 4:15 PM Electronically Filed - Putnam - March 28, 2018 - 04:24 PM EXHIBIT STOCK PURCHASE AGREEMENT. THIS STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of January 1, 2016, is made between David L. (the ?Seller?), and Rural Health Partners, . for a portion of the total shares of Hospital Partners Inc. ,a Florida Corporation (the ?Company?). Capitalized terms used but not de?ned herein shall have the meanings ascribed to them 1n Appendix A. WHEREAS, Seller owns ?fty one percent of all issued and outstanding Shares of stock in the Company (the ?Shares?); and WHEREAS the Company currently operates Putnam County Memorial Hospital in Unionville Missouri; WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell, assign, transfer, convey and deliver to Purchaser, free and clear of any Liens, 100% of Seller?s issued and outstanding Shares (the ?Purchased Shares?), of Hospital Partners Inc., subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE I Purchase and Sale of Shares Purchase and Sale of Shares. Subject to the terms and conditions set forth herein, Purchaser shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Purchaser, the Purchased Shares at the Closing. Due Diligence. The Purchaser had suf?cient time in which to conduct a due .- diligence review of the Company (the ?Due Diligence Period?). By executing this Agreement, Purchaser acknowledges that he had a suf?cient opportunity to conduct due diligence pertaining to the Company Purchase Price. The purchase price for the Purchased Shares is the total of $2,000,000.00, (Two Million Dollars) (the ?Purchase Price?). The Purchase'Price shall be paid in not more than 12 installments to begin on'or before January 1, 2018 and'to be paid in full on or before December 31,- 2018. 1.4 Promissog Note. In order to ?nance the purchase Of seller?s issued and outstanding shares of Common Stock in the Company, Purchaser hereby agrees to execute a certain Promissory Note in the aggregate principal amount of $2,000,000.00 (Two Million Dollars), dated January 1, 2018 herewith, in favor of Seller (the 1.5 Stock Pledge Agreement. In order to ?nance the purchase of Seller? 3 issued and outstanding shares of Common Stock in the Company,gPurchaser hereby agrees to pledge the Purchased Shares, together with any securities received by Purchaser in connection with, any 173170 - 8LOZ ?88 HOJBW - weumd - p9l!:l Anemuonoela merger or reorganization of the Company with respect to such Shares (the ?Pledged Shares?), to Seller pursuant to the terms of the Note, and to enter into a Stock Pledge Agreement in order to secure its obligations to Seller under the Note and this Stock Purchase Agreement. 1. 6 The Closing. The closing of the transactions contemplated herein (collectively, the ?Cinlos shall take place on or before January 1,2018. . ARTICLE II. Closing Deliveries and Approvals 2.1 Closing Deliveries of Seller. 'At the Closing, Seller will execute and deliver or cause to be executed and delivered, as applicable, to Purchaser the following (collectively, the ?Seller?s Closing Deliveries?): Other Documents. All other documents and instruments as Purchaser or Purchaser?s counsel shall deem neCessary to consummate the transactions contemplated hereby. Signed and executed shares of Hospital Partners Inc. All of Seller?s issued and outstanding shares of Hospital Partners, Inc. are to be signed, executed and held in escrow by Seller until the ?nanced sale of Seller?s issued and outstanding shares are paid in full, at which - time Seller?s signed and executed outstanding shares of Hospital Partners, Inc. are to be delivered to Purchaser. 2.2 Closing Deliveries iof Purchaser. At the Closing, .Purchaser will execute and/or deliver or cause to be executed and/or delivered, as applicable, to Sellers, the following (collectively, the c*Purchaser?s Closing Deliveries?): A Promissory Note in the aggregate principal amount of $2,000,000.00 (Two Million Dollars), dated January 1, 2018 herewith, in favor of Seller (the 6?Note?). A Stock Pledge Agreement securing the payment and performance of Purchaser?s Obligations under this Agreement, delivering to Seller the Purchased Shares as Pledged Securities which are to remain registered in the name of Purchaser, together with appropriate powers duly executed in blank by Purchaser, and delivering to Seller any and all other documents which Seller deems necessary to protect Seller?s interests hereunder; Any documents and instruments as Selleror Seller?s counsel shall deem necessary to consummate the transactions contemplated hereby. ARTICLE Required Approvals. Purchaser shall be required to prepare and ?le, with the cooperation of Seller, all of the applications and forms required to be ?led with the Medicare, Medicaid and Tricare programs and the State of Missouri or any other applicable Government Entity to give notice of, seek governmental approval, or otherwise remove David ?om the listed ownership on the current 855?s. In connection with the transactions contemplated in this Agreement, within ?ve (5) days of the effective date of this Agreement, and such applications shall be complete, accurate, and truthful in all respects, including without limitation, the following 173170 - 8108 ?88 HOJBW - weumd - p9l!:l Alleowonoela application forms: for Medicare, the Form CMS 855A, and for the State of Missouri, CMS Form 116 (CLIA), Missouri Medicaid Provider Enrollment Application, and any other such document. All such applications shall be submitted as soon as practicable following the signing of this Agreement, but in no event later than ten (10) days thereafter. Any such approvals from Government Entities, or as otherwise contemplated in this paragraph, to complete the transactions contemplated in this Agreement shall be hereinafter referred to as the ?Required Approvals.? In the event such applications are not ?led for any reason other than Seller?s failure to reasonably cooperate with the ?ling of the same, this Agreement may be terminated by Seller upon written notice of default and termination which is not cured by Purchaser within ?ve (5) days after receipt of notice of default and termination. Representations and Warranties relating to the Seller As a material inducement to Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Seller represents and warrant to Purchaser as follows: . - 3.1 OrganiZation; Authority; No Breach The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Florida and possesses all requisite corporate power and authority necessary to own and operate its properties and to carry on its businesses. The Company is not in default under or in violation of any provision of its Governing Documents. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any provision of the Governing Documents of the Company, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Government Entity to which the Company is subject upon receipt of all Required Approvals, or con?ict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or result in the obligation to make any payment (including any change of control, severance or similar payments) or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which the Company is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of their assets). 3.2 Capitalization. The authorized, issued and outstanding Shares of the Company owned by Seller are free and clear of all Liens, and are not subject to, nor were they issued in violation of, any preemptive rights or rights of ?rst refusal. There are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights, or other agreements or commitments to which the Company or the Seller is a party or which are binding upon the Company or the Seller providing for the issuance, disposition, or acquisition of the Company?s ownership interests (other than this Agreement). There are no outstanding or authorized equity appreciation, economic interests, phantom equity, or similar rights with respect to the Company. There are no voting trusts, (proxies, or any other agreements or understandings with respect to the voting of the ownership interests of the Company. 173170 - game ?88 HOJBW - weumd - p9l!:l Alleowonoela 3.3 Putnam Community Hospital There are no claims for brokerage commissions, ?nders? fees or similar compensation for which Seller is or may become liable in connection with the transactions contemplated by this Agreement based on any arrangement or agreement to which Seller, or any Af?liate of Seller, is a party or to which Seller, or any Af?liate of Seller, is subject. 3.4 No Acceleration of Rights or Bene?ts. The Company has not made and is not . obligated to make any payment to any Person in connection with the transactions contemplated by this Agreement or any other change of control transaction, and no rights or bene?ts of any Person have been (or will be) accelerated or increased as a result of the consummation of the transactions contemplated by this Agreement and no Person?s rights or obligations may be modi?ed upon a change of control of the Seller or provide any Person the right to receive payment (including rescission or liquidated damages) upon a change of control of the Company. 3.5 Healthcare Permits. The Company holds all certi?cates, permits, licenses, and similar governmental authorizations neceSsary for the ownership and operation of Putnam Community Hospital (the ?Healthcare Permits?), and all such Healthcare Permits are valid and in full force and effect. The Company is not or has not been in material breach or violation of, or default under, any such Healthcare Permit. Neither the Company nor any agent of the Company has received any notice of any action pending or recommended by any Government Entity having jurisdiction over the Healthcare Permits to revoke, withdraw, suspend, or take any other adverse action (including the assessment of any penalty) 1n connection with any such Healthcare Permit. 3.6 Compliance with. Law. During the time that the Seller has owned the Shares, neither the Company, nor any owners, of?cers, employees, or agents thereof have been in material breach or violation of or material noncompliance with, or default under, any Laws applicable to the ownership or operation of Putnam Community Hospital, and the Company owes no outstanding ?ne and is not subject to any Lien assessed or levied by any Government Entity. No notice has been received by, and no actions are pending against, any of the same alleging any material breach or violation of, material noncompliance with, or default under any such Laws. In addition to the foregoing, neither the Company, nor any employee or contractor of the Company has, during the ownership of the Company, been indicted or otherwise charged with, pled guilty to (including a plea of nolo contendere), or convicted of, an offense related to health care or a felony. . 3.7 (Authorization. This Agreement and all other agreements or instruments contemplated hereby to which Company 1s a party or by which Company is bound, when executed and delivered by Seller 1n accordance with the terms hereof, shall each constitute a valid and binding obligation of the Seller, enfOrceable 1n accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolVency, moratorium or similar Laws a?ecting creditors? rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability IS considered 1n a proceeding 1n equity or at Law). 3.8 Title to Acquired Interests; Ownership of Company.) As of immediately priOr to the Closing, the Seller owns ?fty one percent of the Shares in the Company, ?ee and clear of all Liens (?Acquired Interests?). The Seller is not a party to any option, warrant, purchase 1 right or other contract or commitment (other than this Agreement) that eculd require the Seller to 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela sell, transfer or otherwise dispose of any ownership interests of the Seller or (ii) any voting trust, proxy, or other agreement or understanding with respect to the voting of the ownership interests of the Company. Upon payment in full of the ?nanced loan to acquire the Purchased Shares, Seller shall transfer record and bene?cial ownership of the Purchased Shares to Purchaser, free and clear of all Liens. 3.10 Litigation. There are no Proceedings pending or threatened against or affecting the Seller which would restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby. ARTICLE IV Representations and Warranties of Purchaser As a material inducement to Seller to enter into this Agreement and consummate the transactions contemplated herein, Purchaser hereby represents and warrants to Seller as follows: 4.1 ,Qrganization and Power. Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. 4.2 Authorization; No Breach. The execution, delivery and performance of this Agreement and-all other agreements or instruments contemplated hereby to which Purchaser is a party or by which Purchaser is bound have been duly authorized by all requisite action, and no other action by Purchaser is necessary to approve and authorize the execution and delivery of this Agreement and all other agreements and instruments contemplated hereby and the consummation of the transactions hereby and thereby. This Agreement and all other agreements contemplated hereby to which Purchaser is a party, when executed and delivered by Purchaser in accordance with the terms hereof, shall each constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will: violate any provision of the . Governing Documents of Purchaser, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Government Entity to which Pu?rchaser is subject upon receipt of all Required Approvals, or con?ict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or result in the obligation to make any payment (including any change of control, severance or similar payments) or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Purchaser is a party. - 4.3 Brokerage. There are no claims for brokerage commissions, ?nders? fees or similar compensatiOn for which Purchaser is or may become liable in connection with the transactions contemplated by this Agreement based on any arrangement or agreement to which Purchaser, or any Af?liate of Purchaser, is a party or to which Purchaser, or any Af?liate of Purchaser, is subject. 4.4 Litigation. There are no actions, suits, proceedings (including any arbitration proceedings), orders, investigations or claims pending or threatened against or affecting Purchaser . 173170 - 8mg ?88 HOJBW - weumd - pens in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with the transactions contemplated hereby. 4.5 1 Good Standing. Purchaser is in good standing with all government and regulatory authorities, to include all licensure and accreditation entities. Purchaser has never been excluded from participation in the Medicare, Tricare, or any Medicaid program. Purchaser has never been convicted of, or pleaded no contest to, a felony in any jurisdiction. ARTICLE C0venants of Seller 5.1 Access and Investigation. Prior to the Closing Date, during the Due Diligence Period described in Section 1.2, and upon reasonable notice from Purchaser, Seller shall, and shall cause the Company to, afford Purchaser and its representatives (collectively, ?Purchaser Group?) full and free access, during regular business hours, to the Company?s Personnel, assets, 1 contracts, and records, (ii) furnish Purchaser Group with copies of all such contracts and records as Purchaser may reasonably request, furnish Purchaser Group with such additional ?nancial, operating, and other relevant data and information as Purchaser may reasonably request, and (iv) otherwise cooperate and assist, to the extent reasonably requested by Purchaser GrOup, with Purchaser?s investigation of the business, condition (?nancial or otherwise), assets, results of operations, or prospects of the Seller. 5.2 Operation of the Business of the Company. Prior to the Closing Date, Seller shall: conduct the business of the Company only in the ordinary course of business consistent with past practices; report to Purchaser at such times as Purchaser may reasonably request concerning the status of the business, condition (?nancial or otherwise), assets, results of operations, or prospects of the Company; and . comply with all Laws applicable to, and all applicable contracts of, the Seller. 5.3 Filings and Noti?cations; Cooperation. As as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Laws, Seller shall cOoperate with Purchaser? efforts to submit all ?lings, approvals and noti?cations required by Laws to be made in connection with the transactions contemplated herein, as further set forth in SectiOn 2.3 of this Agreement. 5.4 Notice. Prior to the Closing Date, Seller shall provide notice to Purchaser of any breach of any representation or warranty of Seller or any fact or circumstance that would or would reasonably be likely to cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of such fact or circumstance. No such notice or delivery will be deemed to have cured any breach of any representation or warranty or affect any right or remedy of Purchaser under this Agreement. 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela Prior to the Closing Date, Seller shall provide notice to Purchaser of any breach of any covenant of Seller or any fact or circumstance that could make the satisfaction of any condition herein impossible or unlikely and of all corrective actions undertaken, or to be undertaken, by the Seller with respect thereto. (0) 7 After the Closing Date, Purchaser shall provide notiCe to Seller of any breach of any covenant of Purchaser or any fact or circumstance that could make the satisfaction of any condition herein impossible or unlikely and of all corrective actions undertaken, or to be undertaken, by the Purchaser with reSpect thereto. 7 - ARTICLE VI Covenants of Purchaser 6.1 Filings and Noti?cations; Cooperation. As as practicable after the Effective Date of this Agreement, and in any event within the applicable time period prescribed by Laws, Purchaser shall submit all ?lings, approvals and noti?cations required by Laws to be made in connection with the transactions contemplated herein, as set further set forth in Section of this Agreement. 6.2? Notice. . Prior to the Closing Date, Purchaser shall provide notice to Seller of any breach of any representation or warranty of Purchaser or any fact or circumstance that would or would reasonably be likely to cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of such fact or circumstance. No such notice will be deemed to have cured any breach of any representation or warranty or affect any right or remedy of Seller under this Agreement. Prior to the Closing Date, Purchaser shall provide notice to Seller of any breach of any covenant of Purchaser or any fact 0r circumstance that could make the satisfaction of any condition herein impossible or unlikely and of all corrective actions undertaken, or to be undertaken, by Purchaser with respect thereto. ARTICLE VII Purchaser?s Conditions to Close Purchaser?s obligations to purchase the Acquired Interests and to take the other actions required pursuant to this Agreement to be taken by Purchaser at the Closing are subject to the . satisfaction, at or prior to the Closing, of each of the following cOnditions (any of which may be waived in whole or in part by Purchaser): 7.1 Accuracy of Seller?s Representations. Seller?s representations and warranties in this Agreement will have been accurate in all material respects as of the date of this Agreement and will be accurate in all material respects as of the Closing Date as if then made. 7.2 Seller?s Performance. The covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement at or prior to the Closing will have been duly performed and complied with in all material respects. 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela . 7.3 Seller?s Closing Deliveries. Seller shall be prepared to execute and deliver the Seller?s Closing Deliveries. 7 .4 Permits and Licenses. Purchaser shall have received all necessary approvals for the assignment of existing, or received new, permits and licenses as required to own and operate Putnam Community Hospital (including, but not limited to, all necessary Healthcare Permits) and to~ conduct the Company?s business operations following the Closing Date, and without limiting the foregoing, Seller has provided all information to Purchaser, and submitted all applications, to cause Purchaser to receive such approvals or new permits and licenses. 7.5 No Proceedings. Since the date of this Agreement, there will not have been commenced or threatened against Purchaser any Proceeding involving any challenge to, or seeking relief (monetary or otherwise) in connection with, the transactions contemplated herein or that could have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with, the transactions contemplated herein. 7.6 No Con?ict. Neither the consummation nor the performance of the transactions contemplated herein will, directly or indirectly (with or without notice or lapse of time), contravene, con?ict with, or violate, or cause Purchaser to suffer any adverse consequence under, any Law. ARTICLE Seller?s Conditions to Close Seller?s obligations to sell the Acquired Interests and to take the other actions required pursuant to this Agreement to be taken by Seller at the Closing, are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be-waived in whole or in part by Seller): 8.1 Accuracy of Purchaser?s Representations. Purchaser?s representations and warranties in this Agreement will have been accurate in all material respects as of the date of this Agreement and will be accurate in all material reSpects as of the Closing Date as if then made. 8.2 Purchaser?s Performance. The covenants and obligations that Purchaser is required to perform or to comply with pursuant to this Agreement at the time of Closing and thereafter until ~all performances Under this Agreement have been rendered, will have been duly performed and complied with in all material respects. 8.3 Purchaser?s Closing Deliveries. Purchaser shall be prepared to execute and deliver the Purchaser?s Closing Deliveries. 8.4 Purchaser?s Insolvency. In the event that Purchaser should become insolvent, ?le a petition in bankruptcy, or should proceedings be instituted to put Purchaser in involuntary bankruptcy, or should proceedings be taken against Purchaser looking to the appointment of a receiver, or syndic, or should Purchaser make an assignment for the bene?t of creditors, or should any order be issued by any court for the appointment of a receiver or for the sequestration, seizure or attachment of the herein described property, then and in any such event, the obligations secured 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela hereby in the Pledge Agreement and all other indebtedness secured hereby shall, atthe option of the Seller, immediately become due and payable. Any failure on the part of the Seller to exercise said option shall not constitute a waiver of the right to exercise the same at any other time. ARTICLE IX Indemni?cation 9.1 Survival of Representations and Warranties. The representations and warranties of Purchaser and Seller-in this Agreement shall survive the Closing and terminate thirty (30) days after all performances to be rendered hereunder have been completed. 9.2 General Indemni?cation. Indemni?cation Obligations of Sellers. Seller shall indemnify Purchaser and his direct and indirect af?liates, equity holders, partners, of?cers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the ?Purchaser Indemni?ed Parties?) and save and hold each of them harmless against and pay on behalf of or reimburse such Purchaser Indemni?ed Parties as and when incurred for any Losses which any such Purchaser Indemni?ed Party may incur, sustain 0r suffer as a result of, relating to or arising from: any inaccuracy in or breach of any representation or warranty of any Seller under this Agreement; - - (ii) the operation of the Company prior to the Closing Date; and any indebtedness of the Company existing on the Closing Date to the extent not already included in the calculation of the Purchase Price. Notwithstanding the foregoing, a Purchaser Indemni?ed Party shall only be entitled to receive indemni?cation payments pursuant to this Section 9.2 when claims from all Purchaser Indemni?ed Parties (calculated on a cumulative basis) equals or exCeeds two percent of the Purchase Price paid at the time of the claim (the ?Basket Threshold?), and the Purchaser Indemni?ed Party(ies) shall be entitled to all amounts of such claims once the total exceeds the Basket Threshold the Purchaser Indemni?ed Party(ies) shall not be limited to recovery to the amounts above the Basket Threshold) and (ii) all Purchaser Indemni?ed Parties may not recover an amount from Seller in excess of ten percent of the Purchase Price. Indemni?cation Obligations of Purchaser. From and after the Closing, Purchaser shall indemnify Seller and his af?liates, equity holders, partners, of?cers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the ?Seller Indemni?ed Parties?) and save and hold each of them harmless against and pay on behalf of or reimburse such Seller Indemni?ed Parties as and when incurred for any Losses which any Seller Indemni?ed Party may incur, sustain or suffer as a result of, relating to or arising from: any inaccuracy in or breach of any representation or warranty of Purchaser under this Agreement; and (ii) the operation of the Company after the Closing Date. 173170 - game ?88 HOJBW- weumd - p9l!:l Alleowonoela Manner of Payment. Any indemni?cation of the Purchaser Indemni?ed Parties or the Seller Indemni?ed Parties pursuant to this Article IX shall be effected by wire transfer of immediately available ?mds from Seller or Purchaser, as the case may be, to an account designated in writing by the applicable Purchaser Indemni?ed Party or Seller Indemni?ed Party, as the case may be, within ?fteen (15) days after the ?nal determination thereof. Direct Claims. Notwithstanding anything herein to the contrary,?any claim by- an Indemni?ed Party for indemni?cation not involving a third party claim may be asserted by giVing the Indemnifying Party written notice thereof. If the Indemnifying Party does not notify the Indemni?ed Party within sixty (60) calendar days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemni?ed Party, such claim speCi?ed by the Indemni?ed Party in such notice shall be conclusively deemed an immediately due and payable obligation of the Indemnifying Party hereunder. Purchase Price Adi-ustment Treatment. All indemni?cation payments made pursuant to this Article IX shall be treated as adjustments to the Purchase Price. ARTICLE Post-Closing COvenants 10.1 General. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as any other party reasonably may request, all at the sole cost and expense of the requesting party (unless the requesting party is entitled to indemni?cation therefor under Article IX). . ARTICLE XI Miscellaneous 11.1 Fees; Expenses. Purchaser shall be responsible for all costs and expenses incurred by Purchaser in connection with the negotiation, preparation and entry into this Agreement and the consummation of the transactions contemplated hereby. Seller shall be responsible for all costs and expenses incurred by the Seller in connection with the negotiation, preparation and entry into thisAgreement and the consmation of the transactions contemplated hereby. 11.2 Consent to Mendments; Waivers. This Agreement may be amended, or any provision of this Agreement may be waived upon the approval, in a writing, executed by Purchaser and Seller. No course of dealing between or among the parties hereto shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any such party under or by reason of this Agreement. A waiver by any party of any term or condition of this Agreement in any one instance shall not be deemed or construed to be, a waiver of such term or condition for any other instance in the future (whether similar or dissimilar) or of any subsequent breach hereof. - 11.3 Successors and Assigns. Either party may assign its rights. under this Agreement upon notice to the other party. This Agreement and all covenants and agreements contained herein and rights, interests or obligations hereunder, by or on behalf of any of the parties hereto, shall bind and inure to the bene?t of the respective successors and permitted assigns of the parties hereto 7 10 173170 - game ?88 HOJBW - UJBUlncl - p9l!:l Alleowonoela whether so expressed or not, except that neither this Agreement nor any of the covenants and, agreements herein or rights, interests or obligations hereunder may be assigned or delegated by . Seller, without the prior written consent of Purchaser, and neither this Agreement nor any of the covenants and agreements herein or rights, interests or obligations hereunder may be assigned or delegated by Purchaser without the prior written consent of Seller; provided, that Purchaser may assign its rights under this Agreement to any Af?liate of Purchaser, or to 1e_nder(s) of Purchaser as collateral security for borrowing, at' any time on or following the Closing Date, in each such case, Purchaser will nonetheless remain liable for all of its obligations hereunder. 11.4 Severabilityv. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, in lieu of such illegal, invalid or unenforceable provision, there will be added by such court of competent jurisdiction as a part of this Agreement to, a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible without invalidating the remainder of such provision or the remaining provisions of this Agreement, and the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. 11.5 Counterparts; Delivery by Facsimile or PDF. This Agreement'may be executed in one or more counterparts (including by means of telecopied signature pages or signature pages delivery by electronic transmission in portable document format (. pdf)), all of which taken together shall constitute one and the same instrument. 11.6 Entire Agreement. This Agreement and the agreements and documents referred to herein c0ntain the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or Oral, relating to such subject matter in any way. 11.7 No Third-Party Bene?ciaries. This Agreement is for the sole bene?t of the parties hereto and their permitted successors and assigns and nothing herein expressed or implied shall give or be construed to give any Person any legal or equitable rights hereunder, other than the, parties hereto, the Purchaser Indemni?ed Parties (to the extent not a party hereto and to the extent . necessary to enforce the Sellers? obligations), the Seller Indemni?ed Parties (to the extent not a party hereto and to the extent necessary to enforce the Purchaser?s obligations), and their respective permitted successors and assigns. 11.8 Schedules and Exhibits. All Schedules and Exhibits attached hereto or referred to herein'are hereby incorporated in and made a part of this Agreement as if set forth in full herein. . 11.9 Governing Law. All issues and questions concerning the construction, Validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the LaWs of the State of Florida. 11.10 Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to 11 173170 - 8108 ?88 HOJBW - weumd mend Alleowonoela have been given when delivered Personally to the recipient or when sent by facsimile or electronic mail followed by delivery by a reputable overnight courier service, or one (1) business day a?er being sent to the recipient by a reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to Purchaser and Seller at the addresses indicated below or to such other address or to the attention of such other Person as the recipient party has speci?ed by prior written notice to the sending party. All notices, demands and other communications hereunder may be given by any other means (including telecopy or electronic mail), but shall not be deemed to have been duly given unless and until it is actually received by the intended recipient. To Purchaser: Rural Health Partners, LLC 13727 SW 152nd Street. #125 Miami, Florida 33177 To Seller: Hospital Partners Inc. Attn: David L. 4451 NE 27th Avenue Lighthouse Point, Florida 33064 Email: daviedlb@aol.com with copy to (which shall not constitute notice to Purchaser): . Mark s. Thomas 5200 SW 91St Terrace, Suite 1014B Gainesville, FL 32608 Email: mark@thomash1g.com (Remainder of Page Intentionally Left Blank) ?12 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date ?rst written above. SELLER: HOSPITAL PARTNERS, INC WM 1/ DAVIDL. President PURCHASER: RURAL ALTH PAR RS LLC $35: en @ral Manager 13 173170 - 8mg ?88 HOJBW - weumd - peIH Alleowonoela APPENDIX A De?nitions For the purposes hereof, the following terms have the meanings set forth below: of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract or otherWise. ?Agreement? has the meaning set forth in the preamble to this Agreement. ?Governing Documents? means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the ?Governing Documents? of the Company would be its Articles of Incorporation and Bylaws ?Government Enti?w? means individually, and ?Government Entities? means collectively, any federal, state, city, county, municipal, foreign, or other government and any governmental authority, political subdivision, department, commission, board, court, bureau, agency or instrumentality thereof, or any contractor or agent thereof Medicare or Medicaid contractors including Medicare Administrative Contractors, Quali?ed Intermediary Contractors, Recovery Audit Contractors and Zone Program Integrity Contractors), whether domestic or foreign. ?Indebtedness? means any Liability that would be required to be re?ected on the Company?s balance sheet if prepared in accordance with GAAP, whether or not contingent, including (but not limited to) indebtedness for borrowed money, (ii) Liabilities evidenced by bonds, debentures, notes, or other Similar instruments or debt securities, and trade payables. ?Law? or means all statutes, laws, common law, codes, ordinances, regulations, rules, orders, judgments, writs, injunctions, acts or decrees, and all other provisions having the force or effect of Law, of any Government Entity iability? means any liability, debt, de?ciency, interest, Tax, penalty, ?ne, claim, demand, judgment, cause of action, or other loss (including loss of bene?t or relief), cost or expense of any kind or nature whatsoever, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or become due and regardless of when asserted, cost or expense relating thereto. ?Licenses? means all permits, licenses, registrations, accreditations, franchises, certi?cates, approvals, quali?cations, provider numbers, provider agreements, rights, privileges, consents, ?lings, and other authorizations of third parties or any Government Entity or accreditation body, and all other similar rights. ?Lien? or ?Liens? means any mortgage, license, pledge, security interest, right of ?rst refusal, option, deed of trust, charge, conditional sales contract, claim, restriction, covenant, easement, right of way, title defect, encumbrance or Lien of any nature whatsoever. 173170 - game ?88 HOJBW - weumd - p9l!:l Alleowonoela ?Losses? means all losses, Liabilities, damages, diminution in value, de?ciencies, costs, claims, causes of action, interest, awards, judgments, penalties and expenses, including reasonable attorneys?, consultants? and experts? fees and expenses and any such expenses incurred in connection with successfully enforcing their rights to indemni?cation hereunder, and all amounts paid in investigation, defense or Settlement or any of the foregoing, whether or not arising out of third party claims. ?Person? means an individual, a partnership, a corporation, a limited liability Seller, an association, a joint stock Seller, a trust, a joint venture, an uninCorporated organization and a Government Entity or any department, agency or political subdivision thereof. 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela STOCK PLEDGE, HYPOTHECATION AND SECURITY AGREEMENT THIS STOCK PLEDGE, HYPOTHECATION AND SECURITY AGREEMENT (this ?Pledge Agreement?), dated as of January 1, 2018, is made by and between Rural Health Partners, LLC (the ?Pledgor?) and David L. (the ecured Party?), an individual, with respect to Secured Party?s portion of the total shares of Hospital Partners Inc., a Florida Corporation (the ?Company?). RECITALS WHEREAS Hospital Partners Inc., a Florida Corporation (the ?Company?) currently operates Putnam County Memorial Hospital in Unionville, Missouri; WHEREAS, David L. (the ?Secured Party?) own-s, ?ve thousand one hundred 7 shares, or ?fty one percent, of the ten thousand issued and outstanding shares. of Comnion Stock in the Company (they?Shares?); WHEREAS, Rural Health Partners, LLC (the ?Pledgor?) desires to purchase from Secured Party, and Secured Party desires to sell, assign, transfer, convey and deliver to Pledgor, free and clear of any Liens, 100% of Secured Party?s issued and outstanding shares of the Company?s Common Stock (the ?Shares?), subjectto the terms and conditions set forth herein. WHEREAS, Secured Party and Pledgor haVe entered into a certain ?nancing arrangement for Pledgor?s purchase of Secured Party?s issued and outstanding shares of Common Stock in the Company pursuant to a Stock Purchase Agreement dated January 1, 2018 (the ?Stock Purchase Agreemen WHEREAS, Pledgor, in order to ?nance the purchase of Secured Party?s issued and outstanding shares of Common Stock in the Company, has executed a certain Promissory Note in the aggregate principal amount of 000, 000 00 (Two Million Dollars), dated January 1, 2018 herewith, in favor of Secured Party (the WHEREAS, Pledgor, in order to ?nance the purchase of Secured Party?s issued and. outstanding shares of Common Stock in the Company, has agreed to pledge the Shares of Hospital Partners, Inc., together with any securities received by Pledgor in connection with any merger or reorganization of the Company with respect to such Shares (the ?Pledged Shares?), to Secured Party pursuant to the terms of the Note, and to enter into this Pledge Agreement in order to secure its, obligations to Secured Party under the Note and the Stock Purchase Agreement. NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained to induce Seller/Secured Partyto sell, asSign, transfer, convey and deliver the Shares pursuant to the Stock Purchase Agreement, and in consideratiOn of the foregoing promises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows 1. PLEDGE OF STOCK. Pledgor hereby pledges, grants a security interest in, assigns, transfers and delivers unto Secured Party and its successors, and assigns the Pledged Shares as 173170 - 8LOZ ?88 HOJBW - weumd - pens Alleowonoela collateral security for the payment and performance by Pledgor of the Obligations (as de?ned under Section 2 hereof). Pledgor has, concurrently herewith, delivered to Secured Party the stock certi?cate evidencing the Pledged Shares together with appropriate stock powers executed in blank in the form of Exhibit A, attached hereto. The Pledged Shares shall be referred to herein as the ?Collateral.? 2. OBLIGATIONS SECURED. This Pledge Agreement is made and the pledge herein is given to secure Pledgor? 3 payment and performanCe of any and all obligations, liabilities and indebtedness of Pledgor to Secured Party pursuant to the terms of the Stock Purchase Agreement, the Note, and this Pledge Agreement (collectively, the? ?Obligations?. 3. REPRESENTATIONS AND WARRANTIES OF PLEDGOR. Pledgor hereby represents and warrants to Secured Party as follows: 3.1 Ownership of the Pledged Shares. Pledgor is and at the time of delivery of the Pledged Shares to Secured Party shall be the sole holder of record and the sole bene?cial owner of such Pledged Shares and/or Collateral pledged by Pledgor, free and clear of any Lien thereon or affecting the title thereto, except for any Lien created by this Pledge Agreement 3.2 Liens. Claims. Encumbrances, Etc. Pledgor owns the Pledged Shares free and clear of any material liens, claims, encumbrances or security interests of any kind or nature whatsoever. 3.3 Authority. All of the Pledged Shares have been duly authorized, validly issued and are fully paid and non-assessable. Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Shares and/or Collateral pledged by Pledgor to Secured Party as provided herein Pledgor is not precluded in any manner whatsoever from executing, and has the requisite authority to execute, this Pledge Agreement and to pledge, transfer and grant a security interest and lien 1n the Pledged Shares and/0r Collateral as contemplated herein, without the approval or authorization of any other person, including any governmental or regulatory authority whatsoever. 3.4 First Priorigg? Lien. The pledge, assignment and delivery of the Collateral pursuant to this Agreement will create a valid ?rst priority lien on and a ?rst priority perfected security interest in the Pledged Shares and/or Collateral pledged .by Pledgor, and the proceeds thereof, securing the payment of the Obligations. 3.5 Due Authorization. This Agreement has been duly authorized, executed and delivered by Pledgor and constitutes a legal, valid and binding obligation of Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the rights of creditors generally or by the application of general equity principles. 3. 6 Survival. The representations and warranties set forth in this Section 3 shall survive the execution and delivery of this Pledge Agreement. 4. COVENANTS OF PLEDGOR. Pledgor hereby, covenants and agrees as follows: 4.1 Pledgor?s?Rights. As long as no Event of Default as described herein shall have . occurred: 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Shares and/or Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Pledge Agreement or underlying Note or Stock Purchase Agreement provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing. the position or interest of Secured Party in respect of the Pledged Shares and/or Collateral or which would authorize, effect or consent to (unless and tothe extent expressly permitted by the Pledge Agreement): the dissolution or.1iquidation, in whole or in part, of the Company; (ii) the consolidation or merger of the Company with any other Person; the sale, disposition or encumbrance of all or substantially all of the assets of the COmpany, except for Liens in favor of Secured Party; (iv) - any change in the authorized number of shares, the stated capital or the authorized share capital of the Company or the issuance of any additional shares of its Stock; or the alteration of the voting rights with respect to the Stock of the Company; and . except as expressly permitted under the Pledge Agreement, all dividends, payments and interest and all other distributions in respect of any of the Pledged Shares and/or Collateral, whenever paid or made, shall be delivered to Secured Party to hold as Pledged Collateral and shall, if received by Pledgor, be received 1n trust for the bene?t of Secured Party, be segregated ?om the other property or funds of Pledgor, and be forthwith delivered to Secured Party as Pledged Collateral the same form as so received (with any necessary endorsement) 4 2 Sale Encumbrance, Etc. Pledgor shall not sell, contract to sell, encumber, hypothecate or permit or suffer any attachment, security interest, lien or other encumbrance or judgment or other judicial or involuntary lien against, or otherwise dispose of, the Collateral or any partthereof, unless Pledgor shall have obtained the prior written consent of Secured Party. 4.3 Defense of Collateral. Pledgor shall defend, at Pledgor?s sole cost and expense, the Collateral against any and all liens, charges, security interests and other encumbrances. 5. EVENTS OF DEFAULT. The ocCurrence of any of the following shall constitute an event of default (?Event of Default?) under this Pledge Agreement: 5.1 Default under Note. Pledgor shall failto make a payment due under the Note or pursuant to the Stock Purchase Agreement following the applicable cure period. 5.2 Default on the Obligations. Pledgor shall default in the performance or observance of any of the Obligations, other than Obligations under the Note, and such default shall not have been cured within thirty (30) days after Pledgor? receipt of written notice thereof from Secured Party 5.3 Breach of Representation or Warranty. Any representation or warranty made by Pledgor found to be false in any material respect and suCh default shall not have been cured within thirty (30) days after Pledgor?s receipt of written notice thereof from Secured Party. 173170 - 8LOZ ?88 HOJBW - weumd - pens Alleowonoela 5.4 Bankruptcy. Reorganization, Insolvency. Any of the following shall also constitute an Event of Default under this Pledge Agreement: a case or proceeding shall have been cominenced involuntarily against Pledgor - or its successors or assigns (collectively the ?Person?) in a court having competent jurisdiction seeking a decree or order: under the United States Bankruptcy Code or any other applicable. Federal, state or foreign bankruptCy or other similar law, and seeking either the appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar o?icial) for such Person or of any substantial part of its. properties, or (B) the reorganization or winding up or liquidation of the affairs of any such Person, and such case or proceeding shall remain undismissed or unstayed for sixty (60) consecutive days or such court shall enter a decree or order granting the relief sought in such case or proceeding; or (ii) invalidating or denying any Person?s right, power, or competence to enter into or perform any of its Obligations hereunder or invalidating or denying the validity or enforceability of the Stock Purchase Agreement, the Note, this Pledge Agreement, or any action taken hereunder or thereunder; or Such Person shall cormnence any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it or seeking appointment of a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar of?cial) for it or any substantial part of its properties, (ii) make a general assignment for the bene?t of creditors, consent to or take any action in furtherance of, or, indicating its consent to, approval of, or acquiescence in, any other acts, or (iv) shall admit 'in writing its inability to, or shall be generally unable to, pay its debts as such debts become due. ?Bankruptcy Code? means title 11, United States Code, as amended ?om time to time, and any successor statute thereto A 6. RIGHTS OF SECURED PARTY UPON DEFAULT. 6.1 Rights and Remedies of Secured Party. In the event Of any Event of Default, Secured Party shall be entitled, Without further notice to Pledgor, and without necessity for legal proceedings, to sell any or all of the securities serving as Collateral and, if any of the Obligations remains unsatis?ed following such foreclosure, to seek payment of such unsatis?ed amount from Pledgor pursuant to the terms of the Note and/or Stock Purchase Agreement. In addition, and not by way of limitation of the foregoing, Secured Party shall have any or all remedies provided by law, including, but not limited to, all rights and powers of a secured party after default pursuant to the laws of the State of Florida and the Uniform Commercial Code 6.2 Defaults and Remedies; Proxy. In the event of any Event of Default and during the continuation of such Event of Default, Secured Party (either personally or through an agent) is hereby authorized and empowered to transfer and register in his name or in the name of ?his nominee the whole or any part of the Pledged Shares and/or Collateral, to exchange certi?cates or instruments representing or evidencing Pledged Shares and/or Collateral for certi?cates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon, to sell in one or more sales after ten (10) days? notice of the time and place of any public sale or of the time at which a private sale is to take place (which'notice Pledgor 173170 - 8LOZ ?88 HOJBW - weumd - p9l!:l Alleowonoela agrees is commercially reasonable) the whole or any part of the Pledged Shares and/or Collateral and to otherwise act with respect to the Pledged Shares and/or Collateral as though Secured Party was the outright owner thereof. Any sale shall be made at a public or private sale at Secured Party?s place of business, or at any place to be named in the notice of sale, either for cash or upon credit or for ?iture delivery at such price as Secured Party may deem fair, and Secured Party may be the purchaser of the whole or any part of the Pledged Shares and/or Collateral so sold and hold the same thereafter in his own right free from any claim of Pledgor or any right of redemption. Each sale shall be made to the highest bidder, but Secured Party reserves the right to reject any and all bids at such sale which, in his discretion, he shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices. of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may . be conducted by an auctioneer or any representative or agent of Secured Party. PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS SECURED PARTY AS THE PROXY AND ATTORNEY IN FACT OF PLEDGOR WITH RESPECT TO THE PLEDGED SHARES COLLATERAL, INCLUDING THE RIGHT TO VOTE THE PLEDGED SHARES, WITH FULL POWER OF SUBSTITUTION TO DO SO. THE APPOINTMENT OF SECURED PARTY AS PROXY AND ATTORNEY IN .FACT IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE. IN ADDITION TO THE RIGHT TO VOTE THE PLEDGED SHARES, THE APPOINTMENT OF SECURED PARTY AS PROXY AND ATTORNEY IN FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED SHARES WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY PLEDGED SHARES ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF THE PLEDGED SHARES OR ANY OFFICER OR AGENTTHEREOF), UPON THE OCCURRENCE OF AN EVENT OF DEFAULT. NOTWITHSTANDING THE FOREGOING, SECURED PARTY SHALL NOT HAVE ANY DUTY TO EXERCISE ANY SUCH RIGHT OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO. 6.3 Application of Proceeds of Sale. etc. The proceeds of any sale or other disposition of, or any collection of or realization on, any'of the Pledged Shares and/or Collateral, shall be applied by Secured Party from time to time to pay: first, all costs, fees and expenses paid or incurred by Secured Party in connection with the exercise, protection or enforcement of Secured Party? 5 rights and remedies and Pledgor? Obligations hereunder, second, the entire indebtedness due Secured Party under the Note and/or Stock Purchase Agreement, and third, the excess, if any, shall be paid to Pledgor or to whomever is then legally entitled to receive the same. 7. TERMINATION OF PLEDGE AGREEMENT. Upon payment in full of any and all Obligations, this Pledge Agreement and the security interest created hereby in favor of Secured Party shall terminate and Secured Party shall return all of the Collateral then in his possession to Pledgor. 173170 - 8LOZ ?88 HOJBW - weumd - peIH Alleowonoela 8. AMENDMENTSS. The prOvisions of this Pledge Agreement may not be waived, altered, amended or repealed in whole or in part except by the written consent of the parties hereto. 9. COUNTERPARTS. This Pledge Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. 10. WAIVER. The failure or delay on the part of any party hereto to exercise any right, remedy, power or privilege shall not operate as a waiver thereof. Any waiver must be in writing and signed by the party making such waiver. A written waiver of any default shall not operate as a waiver of any other default or of the same type of default on a future occasion. 11. SUCCESSORS AND ASSIGNS. This Pledge Agreement shall be binding on and shall inure to the bene?t of the parties hereto and their respective heirs, legal representatives, and permitted successors and assigns. - 12. NECESSARY ACTS. Each party hereto shall perform any further acts and execute and deliver any additional agreements, assignments or documents that may be reasonably necessary to carry out the provisions or to effectuate the purposes of this Pledge Agreement. 13. GOVERNING LAW. This Pledge Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the internal laws of the State of Florida. 14. FEES AND COSTS. If any legal action or other proceeding is brought in connection with this Pledge Agreement, the successful or prevailing party, whether or not such party has instituted the action, shall be entitled to recover from the non-prevailing party reasonable attorneys? fees and other costs and expenses incurred in such action or proceeding, in addition to any other relief to which it may be entitled. 15. NOTICES. All notices and other communications required or which may be given hereunder shall be in writing and shall be deemed effectively giVen or received for all purposes only when presented personally, (ii) on receipt when mailed by US. ?rst class mail, registered or certi?ed, postage prepaid, return receipt requested, on receipt when sent by professional overnight courier or messenger service, or (iv) on the date of transmission if sent by telecopy or other means of electronic transmission. . 16. HEADINGS AND CAPTIONS. The headings and captions used herein are solely for . the purpose of reference only and are not to be considered in connection with the construction or interpretation of this Agreement. 17. ASSIGNMENT. Secured Party may assign, endorse or transfer any instrument evidencing all or any part of the Obligations, and the holder of such instrument shallbe entitled to . the bene?ts of this Pledge Agreement. 18. SEVERABILITY. If any provision of this Pledge Agreement or the application thereof to any Person or circumstance shall be held or found to be invalid or unenforceable to any extent, the remainder of this Pledge Agreement and the application of such provisions to other Persons or circumstances shall not be affected thereby, and the remaining provisions and intent of this Pledge Agreement shall be enforced to the greatest extent permitted by law. 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela 19. ENTIRE AGREEMENT. This Pledge Agreement, together With the Note, Stock Purchase Agreement, and other documents referenced herein, contains all of the agreements of the parties hereto with respect to the matters contained herein and no prior or contemporaneous agreement or understanding, oral or written, pertaining to any such matters shall be effective for? any purpose. No provision of this Pledge Agreement may be amended or added to except by an agreement in writing signed by the?parties hereto or their respective successors in interest and expressly stating that it is an amendment of this Pledge Agreement. IN WITNESS WHEREOF, Pledgor and Secured Party have duly executed this Stock Pledge Agreement as of the day and year ?rst aboVe written. PLEDGOR: . RURAL HEALTH PARTNERS, LLC 97% Name: Title: SECURED PARTY: DAVID L. 4/ I 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela . EXHIBIT A STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto DAVID L. an individual domiciled in the State of Florida, 5,100 shares of common stock of HOSPITAL PARTNERS, INC., a Florida Corporation (the ?Company?) standing in the name of the undersigned on the books of the Company; the attached certi?cate number 01 re?ects the total number of shares of common stock held by the undersigned; and the undersigned does hereby irrevocably constitute and appoint the Secretary of the Company as attorney to transfer such stock on the books of the Company with full power of substitution. Dated: January 2018 PLEDGOR: RURAL HEALTH PARTNERS, LLC By: Name: V3949 flg?z Title: Schedule A Stock Certi?cate No. 01 ,representing 5,100 shares of Common Stock of HOSPITAL PARTNERS, I INC. issued 1n the name of David L. 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela PROMISSORY NOTE BORROWER: 7 LENDER: 7 RURAL HEALTH PARTNERS, LLC DAVID L. 13727 SW 152nd Street. #125 4451 NE 27th Avenue . . Miami, Florida 33177 Lighthouse Point, Florida 33064 (EIN: (SSN: 401-86?4028 and BORROWER: JORGE PEREZ 19490 SW 206th Street Miami, Florida 33187 (SSN: 264?64?4667_) Principal Amount: $2,000,000.00 Date of Note: January 1, 2018 Interest Rate: (commencing January 1, 2018) Section Promise to Pay. Borrowers promise to pay to the order of David L. (?Lender?), in lawful money of the United States of America the sum of TWO MILLION AND 00/100 DOLLARS together with simple interest at the rate of per annum assessed on the unpaid principal balance of this Note as outstanding from time to time, commencing on January -1, 2018, and continuing until this Note is paid in full. Section 2.1: Payment. Beginning on January 1, 201,8 Borrower shall pay an initial This loan IS to be paid, in full, by December 31, i) Section 3.1: Prepayment Borrowers hereof reserve the right of prepayment of any portion or all of the outstanding principal balance on any installment payment date without penalty. Section 4.1: Security. Said Note is secured by Borrower?s pledge of ?ve thousand one hundred (5,100) issued and outstanding shares of Common Stock in Hospital Partners, Inc., a Florida corporation (the ?Pledged Shares?). Hospital Partners, Inc. operates Putnam County Memorial Hospital in Unionville, Missouri. The Pledged Shares represent ?fty one percent ownership interest in Hospital Partners, Inc. Ownership of the Pledged Shares shall not be transferred from Lender to Borrowers until and unless this Note has been paid in full. Said Note is made and accepted under the express condition that, if at any time Borrowers hereof should sell, transfer, pledge, merge, reorganize, render insolvent, place into bankruptcy, or otherwise encumber the entities particularly known as HOSpital Partners, Inc., Rural Health 1. 173170 - 8LOZ ?88 HOJBW - weumd - p9l!:l Alleowonoela Partners, LLC and/or Putnam County Memorial Hospital in Unionville, Missouri, or the individual Borrower, Jorge Perez, that said Note shall be deemed due and immediately payable, . may not be assumed, assigned or wrapped around, but must be paid in full. . Section 5.1: Extension or Renewal. The Note may be extended or renewed in whole or in part without notice and without affecting the liabilities of any of the assignors or endorsers hereof. Any Collateral security for this Note may be exchanged or otherwise dealt with in accordance with any agreement between any holder and maker Without affecting the liability of the maker or any endorser in any manner or form. Section 6.1: Default. Each of the following shall constitute an event of default (?default event?) under this Note: Section 6.2: Payment Default. Borrowers fail tomake any payment when due under this Note for a period of thirty (30) days after the date due. Section 6.3: Dissolution Proceedings. Proceedings for the dissolution or appointment of a liquidator of either of Borrowers IS commenced. Section 6.4: Receivership. Should a receiver be appointed over either of Borrowers? assets. Section 6.5: Other Defaults In Favor Of Lender. Should either of Borrowers default under any other loan, extension of credit, or other agreement or obligation in favor of Lender. Section 7.1: Lender?s Rights Upon Default. Should any one or more default events occur or exist under this Note as provided aboVe, Lender shall have the right, at Lender?s sole option, to declare formally this Note to be in default and to accelerate the maturity and insist upon immediate payment in full of the unpaid principal balance then outstanding under this Note, plus accrued interest. Section 8.1: Waiver of Presentment. The makers, endorsers, guarantors and sureties hereby severally waive presentment for payment, demand, protest and notice of protest and nonpayment, and also all pleas of division and discussion Section 9.1: Attorneys? fees; Expenses. If Lender refers this Note to an attorney for collection, or?les suit against either of Borrowers to collect this Note, or if either of Borrowers ?le for bankruptcy or other relief from creditors, Borrowers agree to pay Lender?s reasonable attorneys? fees in an amount not exceeding twenty ?ve (25.00%) percent of the principal balance due on the loan. Section 10.1: Governing Law. This Note has been executed and accepted by Lender in 2 173170 - 8mg ?88 HOJBW - weumd - pens Alleowonoela the State of Florida This Note shall be governed by, construed and enforced 1n accordance with the laws of the State of Florida. Section 11.1: .Severability. If any provision of this Note is held to be invalid, illegal or unenforceable by any court, that provision shall be deleted from- this Note and the remaining provisions of this Note shall be interpreted as if the deleted provision never existed. Section 12.1: Successor Interests. The terms and provisions of this Note shall be binding upon Borrowers? successors and assigns, and shall inure to the bene?t of Lender and his successors and assigns. - THUS DONE, SIGNED AND EXECUTED at Kiwi/t1? m/H Florida on this day ofJanuary, 2018 BORROWER: LENDER: RURAL HEALTH PARTNERS, LLC - DAVID L. By: . I i i Name: 52! 14% David L. By?m? (Individtially) 4 1 Title: BORROWER: JORGE PEREZ RVICQ m\ Jorge Perez dJ?vidually) 173170 - game ?88 HOJBW - weumd - pens Alleowonoela Employment Agreement This Employment Agreement (the "Agreement") is made and entered into as of ?g ?/Day in December, by and between David L. (the "Executive") and EmpowerHMS LLC, a Delaware limited liability company (the "Company"). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to be employed by the Company on such terms and conditions. NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as folloWs: 1. Term. David L. employment hereunder shall be effective as of the execution of this agreement and shall continue until this agreement is mutually terminated or Executive dies. The period during which the Executive is employed by the Company 7 hereunder is hereinafter referred to as the ?Employment Term.? Position. During the Employment Term, the Executive shall serVe as an advisor to the Company, reporting to Jorge Perez, CEO. In such position, the Executive shall have such duties as responsibilities as shall be determined from time to time by Jorge Perez, which duties and responsibilities are consistent with the Executive?s position. Place of Performance. The principal place of Executive employment shall be at the Executive?shome. Compensation. Executive shall receive an annual rate consistent with the amount required to provide Executive with Company issued health insurance and cover any and all taxes associated with the compensatiOn that Company would typically pay. Executive. shall not receiVe any other form of compensation for services provided. 7 Employee Bene?ts. Duringthe Employment Term, the Executive shall be entitled to participate in all employee bene?t plans, practices and programs maintained by the Company, as in effect from time to time (collectively, ?Employee Bene?t Plans?), to the extent consistent with applicable law and the terms of the applicable Employee Bene?t Plans. The Company reserves the right to amend or cancel any Employee Bene?t Plans at any time in its sole discretion, subject to the terms of such Employee Bene?t Plan and applicable law. Expenses. Executive shall not be entitled to reimbursement for any expenses. Termination of Employment. The Employment Term and the Executives employment hereunder may be terminated by the Company at any time in the even that the Company no longer offers Company ?Self-Insured? health insurance; there is a sale of the Company of more than Fifty percent the Company discontinues operations; or, Executive is convicted of a felony. 173170 - 8LOZ ?88 HOJBW - weumd - pens Alleowonoela 8. Death. The Executive?s employment hereunder shall terminate automatically upon the Executive?s death during the Employment Term. EmpowerI-IMS LLC By Are? Jge Perez Title: CEO EXECUTIVE Signature: Print Name: David 173170 - 8mg ?88 HOJBW - weumd - p9l!:l Alleowonoela