Exhibit
10.1


 


ASSET
PURCHASE AGREEMENT


 


by
and between


 


TG
OPERATIONS, LLC


An
Oklahoma Limited Liability Company


 


as
Seller,


 


and


 


GLOBAL
FAIRLAND PROPERTY, LLC,


An
Oklahoma Limited Liability Company,


 


as
Purchaser


 


July
23, 2020


 




    	 



    	 



    

 


	TABLE
    OF CONTENTS
	 
	 	 	PAGE
	 	 	 
	1.	PURCHASE
    AND SALE	1
	2.	TRANSFER
    OF OPERATIONS.	2
	3.	THE
    PROPERTY.	2
	4.	EXCLUDED
    PROPERTY	2
	5.	CLOSING	2
	6.	PURCHASE
    PRICE.	3
	7.	EXPENSES.	3
	8.	PRORATIONS
    AND ADJUSTMENTS	4
	9.	PROPERTY
    INFORMATION; ACCESS.	5
	10.	TITLE
    AND SURVEY	6
	11.	COVENANTS.	7
	12.	CONVEYANCES.	8
	13.	CLOSING
    DELIVERIES.	8
	14.	SELLER’S
    REPRESENTATIONS AND WARRANTIES	10
	15.	PURCHASER’S
    REPRESENTATIONS AND WARRANTIES	12
	16.	CONDITIONS
    TO PURCHASER’S OBLIGATIONS	12
	17.	CONDITIONS
    TO SELLER’S OBLIGATIONS	13
	18.	RISK
    OF LOSS.	13
	19.	NON
    COMPETE AGREEMENT	14
	20.	TERMINATION.	14
	21.	INDEMNIFICATION.	15
	22.	LIABILITIES.	18
	23.	PUBLICITY	18
	24.	NOTICES	19
	25.	BROKER	20
	26.	ASSIGNMENT
    BY PURCHASER	20
	27.	CONSENT	20
	28.	KNOWLEDGE	20
	29.	UPDATED
    EXHIBITS AND SCHEDULES	20
	30.	TIME
    OF ESSENCE	20
	31.	AMENDMENTS/SOLE
    AGREEMENT	20
	32.	WAIVERS	20
	33.	SUCCESSORS	20
	34.	RECITALS,
    CAPTIONS AND TABLE OF CONTENTS	21
	35.	GOVERNING
    LAW	21
	36.	WAIVER
    OF JURY TRIAL	21
	37.	SEVERABILITY	21
	38.	USAGE	21
	39.	BUSINESS
    DAYS	21
	40.	COUNTERPARTS	21
	41.	NO
    JOINT VENTURE	21
	42.	NO
    STRICT CONSTRUCTION	21


 




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EXHIBITS


 


	Exhibit
    A	 	Legal
    Description of Lands
	Exhibit
    B	 	Form
    of Operations Transfer Agreement
	Exhibit
    C	 	Form
    of Deed
	Exhibit
    D	 	Form
    of Bill of Sale
	Exhibit
    E	 	Form
    of General Assignment
	Exhibit
    F	 	Form
    of FIRPTA Affidavit



 



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ASSET
PURCHASE AGREEMENT


 


THIS
ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 23rd day of July,
2020 (the “Agreement Date”) by and between TG OPERATIONS, LLC, an Oklahoma limited liability company
(“Seller”), and GLOBAL FAIRLAND PROPERTY, LLC, an Oklahoma limited liability company (“Purchaser”).


 


RECITALS


 


A. Seller
owns the fee interest in the Land (as defined below) and Improvements (as defined below) for that certain long-term care facility
commonly known as Family Care Center of Fairland located on the Land (the “Facility”).


 


B. The
term “Land” shall mean the land described on the attached Exhibit A, together with Seller’s
interest in all easements, hereditaments, privileges, and appurtenances appurtenant to such land; the term “Improvements”
shall mean the buildings and improvements located on the Land, including the Facility, patios, courtyards, fences, parking areas,
storage structures, and all other structures or improvements located on the Land; and the term “FF&E”
shall mean any and all furniture, fixtures, equipment, and systems located on the Land or used in connection with the operation
of the Facility (and, without limitation, excluding any and all furniture, fixtures, equipment, and systems constituting Excluded
Property (as defined below)).


 


C. Seller
desires to sell and transfer the Property (as defined below) to Purchaser, and Purchaser desires to purchase the Property from
Seller.


 


D. The
Facility is currently being operated by Awenasa Management, LLC, an Oklahoma limited liability company (the “Current
Operator”) as an Oklahoma licensed nursing home.


 


E. Subject
to the terms of this Agreement, upon Closing, Purchaser intends to enter into a lease agreement by and between Purchaser, as landlord,
and Global Fairland, LLC, a limited liability company (the “New Operator”), as Tenant, with respect
to the Property, which will commence immediately upon Closing (defined below).


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the purchase price and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:


 


1.
PURCHASE AND SALE. Subject to and in accordance with the terms and conditions set forth in this Agreement, Seller shall
sell, assign, transfer, convey, and deliver the Property to Purchaser, and Purchaser shall purchase the Property from Seller.


 




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2. TRANSFER
OF OPERATIONS.


 


a. New
Operator Lease Agreement. Contemporaneously with the execution of this Agreement, Purchaser has entered into a lease agreement
by and between Purchaser, as lessor, and Global Fairland, LLC, an Oklahoma limited liability company (the “New Operator”),
as lessee, with respect to the Property (the “New Operator Lease Agreement”), which, contingent on the
Closing of this Agreement, will commence upon New Operator obtaining a certificate of need (the “CON”)
and nursing facility license (the “License”) for the Facility from the Oklahoma State Department of
Health (“OSDH”).


 


b. Operations
Transfer Agreement. Contemporaneously with the execution of this Agreement, Current Operator shall enter into an operations
transfer agreement with New Operator for the transfer of Facility operations to the New Operator in substantially the form attached
as Exhibit B, which shall close contemporaneously with the commencement of the New Operator Lease Agreement (the “Operations
Transfer Agreement”).


 


3. THE
PROPERTY.


 


a. Real
Property. The term “Real Property” shall mean, collectively (i) the Land, (ii) the Improvements,
and (iii) the FF&E. The term “Property” shall mean, collectively, the Real Property, the Personal
Property (as defined below), and the Intangible Property (as defined below).


 


b. Personal
Property. The term “Personal Property” shall mean any and all fixtures, systems, equipment, and
other items of personal property that are owned by Seller or attached or appurtenant to, located on, or used in connection with
the ownership, use, operation, or maintenance of the Real Property and/or the Facility, expressly excluding all Excluded Property
(as defined below).


 


c. Intangible
Property. The term “Intangible Property” shall mean, collectively, to the extent not included
as part of the Operating Assets (defined below): (i) any special use permits issued to Seller by the city or other municipality
in which the Facility is located, (ii) any CONs and/or licenses issued to Seller, if assignable, (iii) the goodwill associated
with the business and the reputation of the Facility, (iv) Seller’s interest, if any, in any third party warranties or guaranties
associated with the Property, to the extent assignable, and (v) Seller’s interest in and to the trade name “Family
Care Center of Fairland”.


 


4.
EXCLUDED PROPERTY. Notwithstanding those items set forth in Section 3 above, the following shall be excluded
from the sale by Seller to Purchaser (collectively, the “Excluded Property”): (i) personal property
owned by residents of the Facility and not by Seller or Current Operator, (ii) personal property owned by Current Operator, and
(iii) any “Operating Assets” as defined in the Operations Transfer Agreement that will be transferred to New
Operator from Current Operator under the terms of the Operations Transfer Agreement. Except as expressly set forth in this Agreement,
Purchaser and Seller acknowledge and agree that Purchaser shall not be responsible for any liabilities of Seller associated with
the Property prior to Closing.


 


5.
CLOSING. Subject to the terms and conditions of this Agreement, the closing of the purchase and sale pursuant to this
Agreement (the “Closing”) shall take place via an escrow closing at Chicago Title of Oklahoma, 210 Park
Avenue, Suite 210, Oklahoma City, Oklahoma 73102 (the “Title Company”) and shall take place on December
1, 2020 (the “Closing Date”), unless otherwise agreed by the parties in writing. All FF&E, Personal
Property and, to the extent applicable, Intangible Property shall be located at the Facility on the Closing Date. After the Closing,
Purchaser shall be entitled to possession of the Property, subject only to the possessory rights of the Facility’s residents,
and the New Operator, or New Operator’s designee, under the New Operator Lease Agreement as applicable.


 




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6. PURCHASE
PRICE.


 


a. Purchase
Price. The purchase price payable on the Closing Date by Purchaser to Seller for the Property shall be SEVEN HUNDRED NINETY
SIX THOUSAND FIVE HUNDRED DOLLARS AND 0/100 ($796,500.00) (the “Purchase Price”). The Purchase Price
shall be paid on the Closing Date by cash proceeds in the amount of Seven Hundred Ninety Six Thousand Five Hundred Dollars and
0/100 ($796,500.00), plus or minus the credits and prorations set forth on the Closing Statement (as defined below), in accordance
with the terms and conditions of this Agreement.


 


b. Earnest
Money. Within three (3) business days after the date the last party has executed this Agreement, Purchaser shall deposit with
the Title Company the sum of Twenty Five Thousand Dollars ($25,000.00) as an earnest money deposit (the “Deposit”).
The Deposit constitutes the Purchaser’s “Earnest Money.” The Deposit becomes nonrefundable
after the expiration of the Inspection Review Period (as defined below). Except as otherwise expressly provided in this Agreement,
the Earnest Money shall be applied to the Purchase Price at Closing.


 


c. Allocation.
Purchaser and Seller shall use best efforts to agree upon a reasonable allocation of the Purchase Price among the Real, Personal,
and Intangible Property for all tax purposes.


 


7.
EXPENSES.


 


a. Costs
of the abstract for the Property, title insurance premiums for a standard Owner’s Title Policy (as defined below), costs
of all documentary stamps, one-half (1⁄2) of the closing fees charged by the Title Company, all costs and prorations attributable
to Seller under the Operations Transfer Agreement, and all other fees and expenses incurred by Seller in connection with this
Agreement (including, without limitation, attorney’s fees and expenses) shall be borne and paid by the Seller.


 


b. Title
insurance premiums for a standard Mortgagee Title Policy required by Purchaser’s lender, if any, any recording fees respecting
the Deed (as defined below), all costs of updating or obtaining the Updated Survey (as defined below), commissions to Seller’s
and/or Purchaser’s broker, all state of Oklahoma, County, and City transfer or sales taxes, all other costs associated with
Purchaser’s lender, if any, and security documents filed by such lender, all costs associated with any appraisal and/or
environmental assessment desired by Purchaser or required by Purchaser’s lender, if any, one-half (1⁄2) of the closing
fees charged by the Title Company, and all other the fees and expenses incurred by Purchaser in connection with this Agreement
(including, without limitation, attorney’s fees and expenses), shall be borne and paid by the Purchaser.


 


c. All
other costs, charges, and expenses shall be borne and paid as provided in this Agreement, or in the absence of such provision,
in accordance with applicable law or local custom.


 




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8. PRORATIONS
AND ADJUSTMENTS


 


a. Prorations
and Adjustments. Real estate and personal property taxes and assessments will be prorated between Purchaser and Seller for
the period for which such taxes are assessed, regardless of when payable. If the current tax bill is not available at Closing,
then the proration shall be made based on 100% of the most recent ascertainable tax assessment and tax rate. Any taxes paid at
or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the fiscal year in which
Closing occurs or any prior years have not been paid before Closing, Purchaser shall be credited by Seller at the time of Closing
with an amount equal to that portion of such taxes and assessments which are ratably attributable to the period before the Closing
Date, and Purchaser shall pay (or cause to be paid) the taxes and assessments prior to their becoming delinquent. If taxes and
assessments for the fiscal year in which Closing occurs have been paid before Closing (or are paid at Closing with proceeds from
the Purchase Price), Seller shall be credited by Purchaser at the time of Closing with an amount equal to that portion of such
taxes and assessments which are ratably attributable to the period from and after the Closing Date.


 


b. Other
Prorations. All other customary and reasonable expenses of the Property, to the extent not to be prorated under the Operations
Transfer Agreement, shall be prorated between Seller and Purchaser as of the Closing Date.


 


c. Closing
Statement. The Title Company shall be requested by Seller to prepare and deliver to Seller and Purchaser not later than three
(3) business days prior to the Closing Date an estimated closing statement which shall set forth all costs payable, and the prorations
and credits provided for in this Agreement. Any item which cannot be finally prorated because of the unavailability of information
shall be tentatively prorated on the basis of the best data then available and adjusted when the information is available in accordance
with this subsection. Purchaser shall notify Title Company and Seller within two (2) days after its receipt of such estimated
closing statement of any items which Purchaser disputes and the parties shall attempt in good faith to reconcile any differences
not later than one (1) day before the Closing Date. The estimated closing statement as adjusted as aforesaid and approved in writing
by the parties shall be referred to in this Agreement as the “Closing Statement.” If the prorations
and credits made under the Closing Statement shall prove to be incorrect or incomplete for any reason, then either party shall
be entitled to an adjustment to correct the same; provided, however, that any adjustment shall be made, if at all,
within sixty (60) days after the Closing Date, except with respect to taxes and assessments, including real estate and personal
property taxes and assessments, in which case such adjustment shall be made within sixty (60) days after the information necessary
to perform such adjustment is available. If a party fails to request an adjustment to the Closing Statement by a written notice
delivered to the other party within the applicable period set forth above (such notice to specify in reasonable detail the items
within the Closing Statement that such party desires to adjust and the reasons for such adjustment), then the prorations and credits
set forth in the Closing Statement shall be binding and conclusive against such party.


 


d. Survival.
The provisions of this Section 8 shall expressly survive the Closing.


 




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9. PROPERTY
INFORMATION; ACCESS.


 


a. Inspection
Review Period. For a period of ninety (90) days after the Agreement Date (the “Inspection Review Period”),
Purchaser and its authorized agents shall have the right to inspect the Property (including all books and records which pertain
to the maintenance and operations of the Property). Seller will provide Purchaser and its authorized agents access to the Property
at reasonable times for performing such inspections as Purchaser, at Purchaser’s sole cost and expense, desires to conduct.
Purchaser shall have the one-time right to extend the initial ninety (90) days Inspection Review Period for an additional thirty
(30) days upon (i) written notice to Seller prior to the expiration of the initial ninety (90) days Inspection Review Period and
(ii) Purchaser’s deposit within three (3) business days after the end of the initial ninety (90) days Inspection Review
Period of the additional sum of Twelve Thousand Five Hundred Dollars and 0/100 ($12,500.00) to the Title Company (the “Inspection
Review Period Extension Deposit”). The Inspection Review Period Extension Deposit shall be nonrefundable after the
expiration of the Inspection Review Period.


 


b. Property
Information. Seller will promptly provide to Purchaser any materials relating to the Property reasonably requested by Purchaser
and available to Seller and shall provide such information or a statement setting forth the reason why such information is not
available no later than three (3) business days following Purchaser’s request. Seller shall take such further actions as
Purchaser may reasonably request, including, but not limited to, permitting Purchaser and its representatives, employees, the
New Operator, contractors, land surveyors, environmental companies and any other agents or consultants of Purchaser or Purchaser’s
lender (collectively, “Representatives”) access to any information reasonably requested in connection
with the Facility or this Agreement. Upon termination of this Agreement for any reason, Purchaser shall return to Seller any materials
provided by Seller under this paragraph.


 


c. Termination
Prior to Expiration of Inspection Review Period. Notwithstanding anything to the contrary contained in this Agreement, Purchaser
shall have the right, exercisable in its sole discretion, to terminate this Agreement (for any reason or for no reason), by giving
written notice of such termination to Seller on or prior to the last day of the Inspection Review Period. If Purchaser so terminates
this Agreement, such portion of the Earnest Money required to have been deposited by Purchaser as of the date of termination shall
be returned to Purchaser, and neither party shall have any further rights or obligations under this Agreement, except under Section
7, Section 9(b), and this Section 9(c).


 


d. Termination
by Purchaser. If Purchaser terminates this Agreement during Inspection Review Period or at the end of Inspection Review Period,
Seller will reimburse half (1/2) of the Certificate of Need application filing fee paid by New Operator.


 


e. No
Implied Representations or Warranties; “As-Is/Where Is”. If Purchaser elects not to terminate this Agreement on
or prior to the last day of the Inspection Review Period, Purchaser shall be deemed to have approved all of the Property and elected
to accept all of the Property on an “AS IS, WHERE IS” basis as of the last day of the Inspection Review Period with
all faults, subject to (a) the truth of Seller’s representations and warranties contained in this Agreement, (b) Seller’s
satisfaction of any Title Objections (defined below), and (c) Seller’s obligations regarding operation and maintenance of
the Facility pending Closing as provided in this Agreement. Purchaser acknowledges that the Purchase Price reflects the “AS
IS, WHERE IS” nature of this sale and any faults, liabilities, defects or other adverse matters that may be associated with
the Property.


 




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10.
TITLE AND SURVEY.


 


a. Within
fifteen (15) days of the Agreement Date (the “Title Contingency Period”), Seller, at Seller’s
sole cost and expense, shall deliver to Purchaser a commitment for the issuance by the Title Company of an ALTA Form B owner’s
Title Insurance Policy described in Section 10(b) below (the “Title Commitment”), together with
legible copies of all of the underlying documentation described in such Title Commitment (the “Title Documents”).
Purchaser may at its discretion, at Purchaser’s sole cost and expense, obtain a survey (the “Survey”)
of the Property.


 


b. Seller,
at its sole expense, shall cause to be delivered to the Purchaser at Closing a standard owner’s Title Insurance Policy (the
“Title Policy”) issued by the Title Company, dated the day of Closing, in the full amount of the Purchase
Price, which shall show the status of title to the Real Property in accordance with the Title Examination Standards of the Oklahoma
Bar Association and which shall show marketable record title to the Land and Improvements in Seller, subject only to recorded
plat restrictions, planned unit development restrictions, rights of residents of the Facility, rights of the New Operator, or
New Operator’s designee, under the New Operator Lease Agreement, other title exceptions pertaining to liens or encumbrances
of a definite or ascertainable amount, which Seller (with the consent of Purchaser, in Purchaser’s sole discretion) elects
to have removed by the payment of money, and which are removed, at or prior to Closing, real estate taxes and assessments not
yet due and payable, and such other exceptions or encumbrances of record which may be approved by Purchaser in writing (the “Permitted
Exceptions”).


 


c. Upon
receipt of both the Title Commitment and the Updated Survey, Purchaser shall have ten (10) days to provide to the Seller in writing
all of Purchaser’s objections to Seller’s title to the Real Property (a “Title Objection”).
Seller shall have thirty (30) days after receipt of Purchaser’s Title Objections to correct the same. In the event any such
objection cannot be cured within such period, Purchaser shall have the sole and exclusive right to either (i) waive the uncured
Title Objections or (ii) terminate this Agreement and receive a full refund of the Earnest Money, in which event neither party
shall have any further rights or obligations under this Agreement, except under Section 7, Section 9(b), and this Section
10(c).


 


d. Notwithstanding
the immediately preceding paragraph, Seller shall sell and convey the title to the Real Property free and clear of any recorded
liens or mortgages on the Real Property granted by Seller as mortgagor (the “Mortgages”) and any exceptions
or encumbrances to title which are created by the Seller after the Agreement Date without the Purchaser’s consent. In addition,
the Seller and Purchaser shall provide the Title Company with all affidavits, ALTA statements, or personal undertakings (collectively,
the “Owner’s Affidavit”), in form and substance reasonably acceptable to the Title Company, that
will permit the Title Company to provide extended coverage and to remove the standard “mechanics lien” and “GAP”
exceptions and otherwise issue the Title Policy.


 




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11. COVENANTS.


 


a. Seller’s
Covenants. Seller hereby agrees and covenants that between the Agreement Date and the Closing Date or earlier termination
of this Agreement:


 


i. Seller
shall not sell or agree to sell any items of machinery, equipment, or other assets of the Property or, except for the Operations
Transfer Agreement and except in the ordinary course of business, otherwise enter into an agreement affecting the Property that
would survive the Closing.


 


ii. Seller
shall operate, insure, maintain, and repair the Facility, or cause the Facility to be operated, insured, maintained, and repaired,
diligently and in the ordinary course of business and in the same manner as the Facility is being operated, maintained, and repaired
during the Inspection Review Period, and shall use reasonable efforts to preserve for Purchaser the relationships of Seller with
its suppliers, tenants, and others, as applicable.


 


iii. There
will be no change in ownership or control of any of the Property prior to Closing without the prior written approval of Purchaser.


 


iv. Except
in the ordinary course of business and except for the Operations Transfer Agreement, Seller shall not enter into any new contract,
commitment, or lease, or modify or reject any existing contract, commitment, or lease, affecting any part of the Property that
would survive the Closing.


 


v. Except
with respect to the Operations Transfer Agreement, Seller shall not, directly or indirectly, initiate, work on, consider, solicit,
encourage, provide any information with respect to, negotiate, or discuss any other offers or enter into any agreements relating
to the acquisition of the equity or assets of Seller relating to the Property, whether through the purchase or sale of assets,
merger, stock acquisition, or otherwise. Seller will immediately notify Purchaser regarding any offer or proposed contact between
Seller or its representatives and any other person regarding any such offer or proposal or any related inquiry or discussion.


 


vi. Seller
shall advise Purchaser promptly of any litigation, arbitration, condemnation, or administrative (including, without limitation,
zoning, variance, code enforcement, and regulatory) proceedings before any officer, court, board, governmental body, or agency
which concerns or effects the Property and of which Seller receives actual notice after the Agreement Date.


 


vii. Seller
shall not take or omit to take any action that would have the effect of violating any of the representations, warranties, covenants,
or agreements of Seller contained in this Agreement.


 


viii. Seller
hereby agrees not to misappropriate, disclose or use the confidential and priority information of Purchaser or its affiliates.


 


ix. Seller
hereby agrees and covenants that, both before and after Closing, it will cooperate with all reasonable requests from Purchaser
with respect to obtaining any consents or authorizations or making any notifications related to the sale of the Facility.


 




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x. Seller
hereby agrees and covenants that, both before and after Closing, it will cooperate with all reasonable requests from the Purchaser
and/or the New Operator with respect to obtaining any consents or authorizations or making any notifications related to the transfer
of operations contemplated by the New Operator Lease Agreement and the Operations Transfer Agreement.


 


b. Purchaser’s
Covenants.


 


i. Purchaser
hereby agrees and covenants that it will cooperate with all reasonable requests from Seller and the New Operator with respect
to obtaining any consents or authorizations related to the sale, lease, and transfer of operations of the Facility.


 


ii. No
later than sixty (60) days after the execution of this Agreement (unless delayed by matters outside control of Purchaser or New
Operator, e.g., necessary signatures from personnel employed by or information under the control of Seller), the Purchaser shall
cause New Operator, at the New Operator’s sole cost and expense, to apply to the OSDH to have the CON for the Facility transferred
to the New Operator.


 


c. Joint
Covenants. Each party agrees and covenants to use its commercially reasonable efforts to cause the conditions to its obligations
and to the other party’s obligations set forth in this Agreement to be satisfied at or prior to the Closing Date. Each party
shall promptly notify the other party of any information delivered to or obtained by such party which would prevent the consummation
of the transaction contemplated by this Agreement, or which would indicate a breach of the representations or warranties of any
other party. Each of the parties agrees to execute and deliver any further agreements, documents, or instruments necessary to
effectuate this Agreement and the transactions referred to in this Agreement or contemplated by this Agreement or reasonably requested
by the other party to perfect or evidence its rights under this Agreement, whether prior to or following the Closing Date.


 


12. CONVEYANCES.
Conveyance of the Real Property to Purchaser shall be by General Warranty Deed in substantially the form attached as Exhibit
C (the “Deed”), subject only to the Permitted Exceptions. Conveyance of the FF&E and Personal
Property shall be by a Bill of Sale from Seller to Purchaser in substantially the form attached as Exhibit D (the “Bill
of Sale”). Conveyance of the Intangible Property shall be by a General Assignment to Purchaser in substantially
the form attached as Exhibit E (the “General Assignment”).


 


13. CLOSING
DELIVERIES.


 


a. Purchaser’s
Closing Deliveries. On or before the Closing Date, Purchaser agrees that it will deliver (x) the balance of the Purchase Price
as set forth in clause (i) below and (ii) (except as otherwise set forth below) signed originals of the following documents, in
form and substance reasonably satisfactory to counsel for Seller and Purchaser (collectively, “Purchaser’s Closing
Deliveries”):


 


i. Deposit
by balance of the Purchase Price (including the Earnest Money and Seller Note), as adjusted pursuant to the terms and conditions
of this Agreement.


 




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ii. Deliver
such documents, certifications, and statements as may be customarily required of a purchaser by the Title Company to issue the
Title Policy, any endorsements, and any loan title policy to Purchaser’s lender, including, without limitation, the Closing
Statement signed by Purchaser approving each and every one of the payments and disbursements made on behalf of Purchaser by the
Title Company.


 


iii. Deliver
to Seller a Certificate of Good Standing for Purchaser from the Oklahoma Secretary of State, evidence of Purchaser’s qualification
to conduct business in Oklahoma from the Oklahoma Secretary of State, copies of the articles of organization of Purchaser and
copies of the resolutions of Purchaser authorizing the execution, delivery, and consummation of this Agreement and all other agreements
and documents executed in connection with this Agreement, as adopted and in full force and effect and un-amended as of Closing,
each certified by Purchaser as of Closing as true, correct, and complete copies.


 


iv. Deliver
to Seller a bring-down certificate dated as of the Closing Date certifying that the representations and warranties made and given
by Purchaser in this Agreement are true and correct in all material respects as of the Closing Date.


 


v. The
General Assignment.


 


b. Seller’s
Closing Deliveries. On or before the Closing Date, Seller will deliver (except as otherwise set forth below) signed originals
of the following documents in form and substance reasonably satisfactory to counsel for Seller and Purchaser (“Seller’s
Closing Deliveries”):


 


i. The
Deed.


 


ii. The
Bill of Sale.


 


iii. The
General Assignment.


 


iv. Deliver
such documents, certifications, affidavits, written undertakings, and statements as may be customarily required of a seller by
the Title Company to issue the Title Policy, any endorsements, and a standard lender’s title insurance policy to Purchaser’s
lender, including, without limitation, a copy of the Closing Statement signed by Seller approving each and every one of the payments
and disbursements made on Seller’s behalf by the Title Company and certified copies of the resolutions of Seller authorizing
the execution, delivery, and consummation of this Agreement and all other agreements and documents executed in connection with
this Agreement, as adopted and in full force and effect and un-amended as of Closing.


 


v. State,
county, and municipal real estate transfer tax declarations for the Real Property.


 




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vi. A
Form 1099 identifying Seller’s gross proceeds and Seller’s tax identification numbers, if required by the Title Company.


 


vii. A
FIRPTA Affidavit reasonably acceptable to Purchaser and the Title Company, in substantially the form attached as Exhibit F.


 


viii. Deliver
to Purchaser a bring-down certificate dated as of the Closing Date certifying that the representations and warranties made and
given by Seller in this Agreement are true and correct in all material respects as of the Closing Date.


 


ix. Such
further instruments and documents as are reasonably necessary to complete the transfer of the Property to Purchaser in accordance
with the terms of this Agreement.


 


14.
SELLER’S REPRESENTATIONS AND WARRANTIES. Seller hereby represents and warrants to Purchaser that the following
statements are true and correct as of the Agreement Date:


 


a. Authority.
Seller has full power and authority to execute and to deliver this Agreement and all documents to be executed and/or delivered
by it under this Agreement, and to carry out the transaction contemplated in this Agreement. This Agreement is, and all instruments
and documents delivered pursuant to this Agreement at the Closing will be, valid and binding documents enforceable against Seller
in accordance with their terms.


 


b. Necessary
Action. Seller has taken all action required under its organizational documents necessary to enter into this Agreement and
to carry out the terms of this Agreement. This Agreement has been, and the other documents to be executed by Seller when delivered
at Closing will have been, duly executed and delivered by Seller.


 


c. No
Consent Required. No consent, order, approval, or authorization of, or declaration, filing, or registration with, any governmental
or regulatory authority is required in connection with the execution or delivery by Seller of this Agreement, or the performance
by Seller of this Agreement, prior to, or as of, or at the Closing Date, or as a consequence thereof, or for the consummation
by Seller of the transactions contemplated by this Agreement to be consummated prior to, as of, or at the Closing Date, except
for the receipt by New Operator of the CON and the License from the OSDH for operation of the Facility.


 


d. Compliance.
The execution, delivery, and performance of this Agreement and the consummation of the transaction contemplated in this Agreement,
and all related documents will not (i) result in a breach of the terms and conditions of, nor constitute a default under or violation
of any law, regulation, court order, any mortgage, note, bond, indenture, agreement, license, organizational document, or other
instrument or obligation to which Seller is a party or by which Seller or the Property may be bound or affected and which will
not be paid off or otherwise satisfied in connection with or prior to the Closing or (ii) result in the creation of any mortgage,
pledge, lien, claim, charge, encumbrance, or other adverse interest upon the Property. Seller is in compliance with all laws applicable
to Seller’s ownership of the Property.


 




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e. Title.
Seller has good and marketable fee simple title to the Property, free and clear of all liens and encumbrances, except for the
Permitted Exceptions and the Mortgages and other liens that will be released upon payment of a portion of the sales proceeds on
the Closing Date. Except for Seller’s agreements with residents, Seller does not lease any of the Property. Purchaser shall
be able to obtain the Title Policy for the full Purchase Price with all commercially reasonable title endorsements.


 


f. Licenses.
Seller possesses all licenses, certificates, permits, and authorizations of any kind required to own or maintain the subject Facility
as a nursing facility. The Facility is in good standing with all appropriate federal and state governmental authorities with jurisdiction
over its licenses, certificates, permits, and other authorizations. Seller is not aware of any adverse action with respect to
the Facility licenses or certifications, including, without limitation, Medicaid certification. Seller is not in violation of,
and has not received notice of violation of, any building, zoning, or other ordinance, resolution, statute, or regulation from
any governmental agency with respect to the use, maintenance, condition, or operation of the Property or any part of the Property,
which have not been cured.


 


g. Hazardous
Substances. To Seller’s knowledge, no part of the Property is contaminated with any Hazardous Substances and there are
no underground storage tanks on the Property. Seller has not received written notice of any violation of Environmental Laws with
respect to the Property. For purposes of this Agreement, “Hazardous Substances” means any substance
or material which gives rise to liability under any of the Environmental Laws; but excludes hazardous substances typically used
in, and in quantities necessary for, the day-to-day operation of the Facility and which are commonly used in other similar facilities,
including, but not limited to, cleaning fluids, insecticides, and medicines, but in any case, used in compliance with all Environmental
Laws. For purposes of this Agreement, “Environmental Laws” means the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections
9601 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., and all other applicable state, county, municipal, administrative,
or other environmental, hazardous waste or substance, health and/or safety laws, ordinances, rules, and regulations pertaining
to the environmental or ecological conditions on, under or about the Real Property.


 


h. Leases.
Except in connection with Seller’s operation of the Facility, (i) the only existing lease at the facility is between Seller
and New Operator, (ii) no person, entity or association has an option to purchase, right of first refusal, right of first offer,
or other similar right in respect of all or any part of the Property, and (iii) except as may otherwise be provided for in the
Operations Transfer Agreement, New Operator is not entitled to rental concessions or abatements for any period subsequent to the
Closing Date.


 


i. Zoning.
To Seller’s knowledge, the Property is in compliance with all zoning requirements to which it is subject. Seller has not
received any written notice of the Property’s non-compliance with any zoning requirements to which it is subject.


 


j. Full
Disclosure. No representation or warranty or other statement made by Seller in this Agreement contains any untrue statement
or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was made, not misleading.


 




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k. Survival
of Representations and Warranties. The representations and warranties of Seller under this Agreement shall survive Closing
for a period of two (2) years.


 


15.
PURCHASER’S REPRESENTATIONS AND WARRANTIES. Purchaser hereby warrants and represents to Seller that the following
statements are true and correct as of the Agreement Date:


 


a. Status
of Purchaser. Purchaser is a limited liability company duly formed and validly existing under the laws of the State of Oklahoma
and is duly qualified to own property and conduct business in the State of Oklahoma.


 


b. Authority.
Purchaser has full power and authority to execute and to deliver this Agreement and all documents to be executed and/or delivered
by it under this Agreement, and to carry out the transaction contemplated in this Agreement. This Agreement is, and all instruments
and documents delivered pursuant to this Agreement at the Closing will be, valid and binding documents enforceable against Purchaser
in accordance with their terms.


 


c. Necessary
Action. Purchaser has taken all action required under its organizational documents necessary to enter into this Agreement
and to carry out the terms of this Agreement. This Agreement has been, and the other documents to be executed by Purchaser when
delivered at Closing will have been, duly executed and delivered by Purchaser.


 


d. No
Consent Required. No consent, order, approval, or authorization of, or declaration, filing, or registration with, any governmental
or regulatory authority is required in connection with the execution or delivery by Purchaser of this Agreement, or the performance
by Purchaser of this Agreement prior to or as of or at the Closing Date, or as a consequence thereof, or for the consummation
by Purchaser of the transactions contemplated by this Agreement to be consummated prior to, as of, or at the Closing Date, except
for the receipt by New Operator of the CON and the License from the OSDH for operation of the Facility.


 


e. Full
Disclosure. No representation or warranty or other statement made by Purchaser in this Agreement contains any untrue statement
or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was made, not misleading.


 


f. Survival
of Representations and Warranties. The representations and warranties of Purchaser under this Agreement shall survive Closing
for a period of two (2) years.


 


16.
CONDITIONS TO PURCHASER’S OBLIGATIONS. All obligations of Purchaser under this Agreement, including the obligation
to pay the Purchase Price and close this transaction are contingent and subject to fulfillment (or waiver by Purchaser in writing),
prior to or at Closing, of each of the following conditions:


 


a. Title
Insurance. On the Closing Date, Seller shall deliver good and marketable fee simple title to the Real Property in accordance
with the requirements of this Agreement, subject only to the Permitted Exceptions, which the Title Company shall insure for the
full Purchase Price under the Title Policy, in accordance with the requirements of this Agreement.


 




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b. Release
of Mortgage. On the Closing Date, Seller shall cause the Title Company to remit out of the Purchase Price such amounts as
are necessary to satisfy the Mortgages and any other liens of record that Purchaser has agreed Seller may pay at Closing and shall
deliver to Title Company instruments in recordable form sufficient to satisfy and discharge of record the Mortgages and such other
liens.


 


c. Absence
of Denials. Neither Purchaser nor New Operator shall have received any notification, communication, or other indication that
OSDH is planning to deny issuing the License or CON to New Operator or that any person intends to contest OSDH’s issuance
of the License or CON to New Operator.


 


d. Seller’s
Performance. Seller shall have performed, in all material respects, its obligations and covenants under this Agreement that
are to be performed prior to or at Closing, including, but not limited to, its delivery of all of Seller’s Closing Deliveries.


 


17.
CONDITIONS TO SELLER’S OBLIGATIONS. All obligations of Seller under this Agreement are subject to the fulfillment
(or waiver by Seller in writing), prior to or at Closing, of each of the following conditions:


 


a. Purchaser’s
Performance. Purchaser shall have performed, in all material respects, its obligations and covenants under this Agreement
that are to be performed prior to or at Closing, including, but not limited to, its delivery of all of Purchaser’s Closing
Deliveries.


 


18. RISK
OF LOSS. The risk of loss or damage to or destruction of the Real Property and Personal Property occurring prior to the Closing
Date shall be upon Seller. Seller shall promptly notify Purchaser of any damage to or destruction of the Real Property and Personal
Property. Pending Closing, Seller shall keep the Real Property and Personal Property in its present state of condition and repair,
reasonable wear and tear accepted.


 


a. Casualty.
If the Real Property or Personal Property is damaged by any casualty prior to the Closing, Seller shall immediately notify Purchaser
in writing. Such notice shall include a description of the damage in reasonable detail, Seller’s estimate of the time and
cost to repair the damage, and Seller’s good faith reasonable determination as to whether the casualty is covered by Seller’s
insurance. After any such casualty, Seller shall also immediately engage, at Seller’s expense, an architect or contractor
to obtain estimates for the cost of repair. Seller shall cause the architect or contractor to deliver a written estimate of the
repair costs to both Purchaser and Seller at their respective notice addresses provided in this Agreement.


 


b. Cost
to Repair in Excess of $25,000. If the estimated cost of repair is greater than $25,000, then Purchaser may, at its sole election,
terminate this Agreement by giving Seller and the Title Company written notice of such election on or before the later of (i)
the fifteenth (15th) calendar day after Purchaser’s receipt of Purchaser’s notice of the casualty, or (ii)
the fifth (5th) business day after receipt of the estimate of repairs. If Purchaser so elects to terminate this Agreement,
such portion of the Earnest Money required to have been deposited by Purchaser as of the date of termination shall be returned
to Purchaser, and neither party shall have any further rights or obligations under this Agreement except under Section 7,
Section 9(b), and this Section 18(b). Purchaser’s failure to give notice to terminate this Agreement as provided
above shall be deemed to be an election to close the transaction in accordance with terms of this Agreement.


 




    	13



    	 



    

 


In
such latter event, Purchaser shall be entitled to participate in the adjustment of the loss and, if repair of the damage will
commence prior to Closing, the selection of any architect and contractors to repair the damage. If Purchaser elects to proceed
to close the transaction, Seller shall assign to Purchaser, at Closing, Seller’s rights in any insurance proceeds which
remain, and Seller shall then be released by Purchaser of any further obligation or liability pertaining to said loss or repair
of damage.


 


c. Eminent
Domain. In the event all or any portion of the Real Property, or any access to the Real Property, or any interest in the Real
Property is taken or is threatened to be taken by eminent domain (whether or not an eminent domain proceeding is actually commenced)
prior to Closing, Seller shall immediately notify Purchaser in writing, which notice shall include a description in reasonable
detail of the property or interest therein to be taken and Seller’s good faith estimate of the cost to repair or restore
any damage to or loss of the Real Property which would be occasioned by the taking. In such event, Purchaser may, at its sole
election, terminate this Agreement by giving written notice of such election to Seller and the Title Company not later than the
earlier of (i) the last business day prior to scheduled Closing Date, provided, however, in no event shall Purchaser be required
to give notice of such election sooner than five (5) business days after receipt of the Seller’s notice given pursuant to
this paragraph, and the Closing shall be adjourned, if necessary, to accommodate such period, or (ii) the fifteenth (15th) calendar
day after Purchaser’s receipt of Seller’s notice given pursuant to this paragraph. If Purchaser so elects to terminate
this Agreement, such portion of the Earnest Money required to have been deposited by Purchaser as of the date of termination shall
be returned to Purchaser, and all parties shall be released from the subject contract, and neither party shall have any further
rights or obligations under this Agreement except under Section 7, Section 9(b), and this Section 18(c).
Purchaser’s failure to give timely notice to terminate this Agreement as provided above shall be deemed to be an election
to proceed to close the transaction in accordance with the terms of this Agreement.


 


19. NONCOMPETE
AGREEMENT. Seller agrees not to compete with or solicit residents, customers or employees from Purchaser or its affiliates
for a period of two (2) years following the Closing.


 


20. TERMINATION.


 


a. Termination.
This Agreement may be terminated at any time prior to the Closing by:


 


i. the
mutual written consent of Seller and Purchaser (the “Mutual Consent”);


 


ii. by
Purchaser, (x) if the conditions contained in Section 16 cannot be met at or prior to the Closing Date (as the same may
be extended) or (y) if Seller is in breach of its obligations under this Agreement, and such breach has not been (A) waived in
writing by Purchaser or (B) cured by Seller within ten (10) business days after notice to Seller of such breach.


 




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iii. by
Seller, (x) if Purchaser is unable to meet a condition precedent contained in Section 17 prior to the Closing Date (as
the same may be extended) or (y) if Purchaser is in breach of its obligation to consummate the transaction contemplated by this
Agreement pursuant to the terms of this Agreement, and such breach (other than a failure to close under this Agreement) has not
been (A) waived in writing by Seller or (B) cured by Purchaser within ten (10) business days after notice to Purchaser of such
breach.


 


b. Effect
of Termination. In the event of any termination of this Agreement, other than under Section 9(c), Section 10(c),
Section 18, or Section 20(a)(ii), the Earnest Money shall be disbursed to Seller and the provisions of this Agreement
shall immediately become void and of no further force and effect (other than Section 7, Section 9(b), and this Section
20(b) and such other provisions of this Agreement which expressly survive termination of this Agreement). In the event this
Agreement is terminated under Section 9(c), Section 10(c), Section 18, or Section 20(a)(ii), the Earnest
Money shall be disbursed to Purchaser and the provisions of this Agreement shall immediately become void and of no further force
and effect (other than Section 7, Section 9(b), and this Section 20(b) and such other provisions of this
Agreement which expressly survive termination of this Agreement). Unless otherwise provided in this Agreement, each party to this
Agreement shall be responsible for its own fees and expenses.


 


21. INDEMNIFICATION.


 


a. Seller’s
Indemnity. In addition to any other indemnity set forth elsewhere in this Agreement, subject to the terms and conditions of
this Section, Seller hereby indemnifies and agrees to defend and hold Purchaser and its successors, assigns, affiliates, managers,
members, agents, servants, and its employees harmless from and against any and all claims, demands, obligations, losses, liabilities,
damages, recoveries, and deficiencies (including interest, penalties and reasonable attorneys’ fees, costs and expenses)
(collectively, “Losses”) which any of them may suffer as a result of any of the following events:


 


i. the
untruth of any of the representations or the breach of any of the warranties of Seller in this Agreement or given pursuant to
this Agreement;


 


ii. any
default by Seller in the performance of any of its commitments, covenants or obligations under this Agreement;


 


iii. any
suits, arbitration proceedings, administrative actions, or investigations to the extent relating to the ownership or use of the
Property by Seller before Closing Date;


 


iv. any
obligations under any contracts that shall accrue or relate to periods before the Closing Date, or for services or supplies which
were performed or rendered before the Closing Date; or


 


v. any
liability which may arise from ownership, operation, use, or condition of the Property to the extent relating to the ownership
and use of the Property by Seller before the Closing Date.


 


Within
thirty (30) days after Purchaser’s delivery to Seller of a written notice a claim pursuant to Section 21(c), Seller
shall commence to diligently defend, compromise, or settle said claim in accordance with Section 21(c).


 






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b. Purchaser’s
Indemnity. In addition to any other indemnity set forth elsewhere in this Agreement, subject to the terms and conditions of
Section 21(c), Purchaser hereby indemnifies and agrees to defend and hold Seller, its successors, assigns, affiliates,
managers, members, directors, officers, agents, servants, and employees harmless from and against any and all Losses which Seller
may suffer as a result of:


 


i. the
untruth of the representations or the breach of any of the warranties of Purchaser in this Agreement or given pursuant to this
Agreement;


 


ii. any
default by Purchaser in the performance of any of its commitments, covenants, or obligations under this Agreement;


 


iii. any
suits, arbitration proceedings, administrative actions, or investigations to the extent relating to the ownership and use of the
Property on or after the Closing Date; or


 


iv. any
obligations under any contracts that shall accrue or relate to periods on or after the Closing Date, or for services or supplies
which were performed or rendered on or after the Closing Date; or


 


v. any
liability which may arise from ownership, use, or condition of the Property on or after the Closing Date, to the extent it relates
to the ownership or use of the Property on or after the Closing Date.


 


Within
thirty (30) days after Seller’s delivery to Purchaser of a written notice of a claim pursuant to Section 21(c), Purchaser
shall commence to diligently defend, compromise, or settle said claim in accordance with Section 21(c).


 


c. Indemnification
Procedures and Limitations.


 


i.
Non-Third Party Claims.


 


(A) In
the event that any person entitled to indemnification under this Agreement (an “Indemnified Party”)
asserts a claim for indemnification which does not involve a Third Party Claim (as defined in Section 21(c)(ii)) (a “Non-Third
Party Claim”), against which a person is required to provide indemnification under this Agreement (an “Indemnifying
Party”), the Indemnified Party shall give written notice to the Indemnifying Party (the “Non-Third Party
Claim Notice”), which Non-Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate
the amount (estimated, if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified
Party.


 






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(B) The
Indemnifying Party may acknowledge and agree by written notice (the “Non-Third Party Acknowledgement of Liability”)
to the Indemnified Party to satisfy the Non-Third Party Claim within thirty (30) days of receipt of the Non-Third Party Claim
Notice. In the event that the Indemnifying Party disputes the Non-Third Party Claim, the Indemnifying Party shall provide written
notice of such dispute (the “Non-Third Party Dispute Notice”) to the Indemnified Party within thirty
(30) days of receipt of the Non-Third Party Claim Notice (the “Non-Third Party Dispute Period”), setting
forth a reasonable basis of such dispute. In the event that the Indemnifying Party shall fail to deliver the Non-Third Party Acknowledgement
of Liability or Non-Third Party Dispute Notice within the Non-Third Party Dispute Period, the Indemnifying Party shall be deemed
to have acknowledged and agreed to pay the Non-Third Party Claim in full and to have waived any right to dispute the Non-Third
Party Claim. Once the Indemnifying Party has acknowledged and agreed to pay any Non-Third Party Claim pursuant to this Section
21(c)(i), or once any dispute under this Section 21(c)(i) has been finally resolved in favor of indemnification by
a court or other tribunal of competent jurisdiction, the Indemnifying Party shall pay the amount of such Non-Third Party Claim
to the Indemnified Party within ten (10) business days of the date of acknowledgement or resolution, as the case may be, to such
account and in such manner as is designated in writing by the Indemnified Party.


 


ii. Third-Party
Claims.


 


(A) In
the event that any Indemnified Party asserts a claim for indemnification or receives notice of the assertion of any claim or of
the commencement of any action or proceeding by any person who is not a party to this Agreement or an affiliate of a party to
this Agreement in respect of which such Indemnified Party is entitled to indemnification under this Agreement by an Indemnifying
Party (a “Third Party Claim”), the Indemnified Party shall give written notice to the Indemnifying Party
(the “Third Party Claim Notice”) within thirty (30) days after asserting or learning of such Third Party
Claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such
claim). The Third Party Claim Notice shall (i) describe the claim in reasonable detail, and (ii) indicate the amount (estimated,
if necessary, and to the extent feasible) of the Losses that have been or may be suffered by the Indemnified Party. The Indemnifying
Party must provide written notice to the Indemnified Party that it is either (i) assuming responsibility for the Third Party Claim
or (ii) disputing the claim for indemnification against it (the “Indemnification Notice”). The Indemnification
Notice must be provided by the Indemnifying Party to the Indemnified Party within thirty (30) days after receipt of the Third
Party Claim Notice or within such shorter time as may be necessary to give the Indemnified Party a reasonable opportunity to respond
to such Third Party Claim (the “Indemnification Notice Period”).


 




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(B)
If the Indemnifying Party provides an Indemnification Notice to the Indemnified Party within the Indemnification Notice Period
that it assumes responsibility for the Third Party Claim, the Indemnifying Party shall conduct at its expense the defense against
such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party. The Indemnification Notice shall
specify the counsel it will appoint to defend such claim (“Defense Counsel”); provided, however,
that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld
or delayed. In the event that the Indemnifying Party fails to give the Indemnification Notice within the Indemnification Notice
Period, the Indemnified Party shall have the right to conduct the defense and to compromise and settle such Third Party Claim
without the prior consent of the Indemnifying Party, the Indemnifying Party will be liable for all Losses paid or incurred in
connection therewith.


 


(C)
In the event that the Indemnifying Party provides in the Indemnification Notice that it disputes the claim for indemnification
against it, the Indemnified Party shall have the right to conduct the defense and to compromise and settle such Third Party Claim,
without the prior consent of the Indemnifying Party. Once such dispute has been finally resolved in favor of indemnification by
a court or other tribunal of competent jurisdiction or by mutual agreement of the Indemnified Party and Indemnifying Party, the
Indemnifying Party shall within ten (10) business days of the date of such resolution or agreement, pay to the Indemnified Party
all Losses paid or incurred by the Indemnified Party in connection therewith.


 


(D)
In the event that the Indemnifying Party delivers an Indemnification Notice pursuant to which it elects to conduct the defense
of the Third Party Claim, the Indemnifying Party shall be entitled to have the exclusive control over the defense of the Third
Party Claim and the Indemnified Party will cooperate in good faith with and make available to the Indemnifying Party such assistance
and materials as it may reasonably request, all at the expense of the Indemnifying Party. The Indemnified Party shall have the
right at its expense to participate in the defense assisted by counsel of its own choosing. The Indemnifying Party will not settle
the Third Party Claim or cease to defend against any Third Party Claim as to which it has (x) delivered an Indemnification Notice
and (y) assumed responsibility for the Third Party Claim, without the prior written consent of the Indemnified Party, which consent
will not be unreasonably withheld or delayed; provided, however, such consent may be withheld for any reason if,
as a result of such settlement or cessation of defense, (i) injunctive relief or specific performance would be imposed against
the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation
on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification under this Agreement.


 


(E)
If an Indemnified Party refuses to consent to a bona fide offer of settlement which the Indemnifying Party wishes to accept, which
provides for a full release of the Indemnified Party and its affiliates relating to the Third Party Claims underlying the offer
of settlement and solely for a monetary payment, the Indemnified Party may continue to pursue such matter, free of any participation
by the Indemnifying Party, at the sole expense of the Indemnified Party. In such an event, the obligation of the Indemnifying
Party shall be limited to the amount of the offer of settlement which the Indemnified Party refused to accept plus the reasonable
costs and expenses of the Indemnified Party incurred prior to the date the Indemnifying Party notified the Indemnified Party of
the offer of settlement.


 




    	17



     


    

 


(F)
Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified
Party shall be entitled to have sole control over, the defense or settlement of (x) that part of any Third Party Claim (i) that
seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party,
or (ii) to the extent such Third Party Claim involves criminal allegations against the Indemnified Party or (y) the entire Third
Party Claim if such Third Party Claim would impose liability on the part of the Indemnified Party in an amount which is greater
than the amount as to which the Indemnified Party is entitled to indemnification under this Agreement.


 


(G)
A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section will not affect the
rights or obligations of any party under this Agreement except and only to the extent that, as a result of such failure, any party
entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was
otherwise directly and materially damaged as a result of such failure to give timely notice.


 


22.
LIABILITIES.


 


a.
Other than as specifically set forth in this Agreement and as assumed in the Exhibits to this Agreement, Purchaser shall not assume
or be liable for any debts, liabilities or obligations of Seller including, but not limited to, any (i) liabilities or obligations
of Seller to its creditors, (ii) liabilities or obligations of Seller with respect to any contracts, acts, events, or transactions,
(iii) liabilities or obligations of Seller for any federal, state, county, or local taxes applicable to or assessed against Seller
or the assets or business of Seller, (iv) recapture obligations, (v) liabilities relating to injury to, or death of, persons or
loss of, or damage to, property occurring on or at the Facility or in any manner growing out of or connected with the use or occupancy
of the Facility or the condition of the Facility, or the use of any adjoining sidewalks, streets or ways, prior to the Closing
Date, or (vi) any contingent liabilities or obligations of Seller, whether known or unknown by Seller or Purchaser (“Retained
Liabilities”).


 


b.
Purchaser shall have no duty whatsoever to take any action or receive or make any payment or credit arising from or related to
any services provided or costs incurred in connection with the management and operation of the Facility by Seller prior to the
Closing Date, including, but not limited to any matters relating to contracts, cost reports, collections, audits, hearing, or
legal action arising therefrom.


 


23.
PUBLICITY. Except as otherwise required by applicable law including, without limitation, any required regulatory filings or
to obtain any necessary consents under this Agreement, the New Operator Lease Agreement, or the Operations Transfer Agreement,
neither Purchaser nor Seller shall, and each shall cause its respective affiliates, representatives, and agents not to, issue
or cause the publication of any press release, public or private announcement (excluding announcements to Seller’s and Purchaser’s
investors and lenders) with respect to the transactions contemplated by this Agreement (including an announcement to any employee
of the Facility) without the express prior written approval of the other party. The provisions of this Section 22 shall
survive the Closing or earlier termination of this Agreement. 


 




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24.
NOTICES. Any notice, request, or other communication to be given by any party to this Agreement shall be in writing and shall
be sent by hand delivery, recognized overnight courier, electronic mail or registered or certified U.S. mail, postage prepaid,
return receipt requested to the following address: 


 


IF
TO THE PURCHASER:


 


Global
Fairland Property, LLC


6800
North 78th Street, Suite 200


Niwot,
CO 80503


Attention:
Mr. Zvi Rhine


 


with
a copy, which shall not constitute notice, to:


 


C.
Craig Cole and Associates


317
NW 12th Street


Oklahoma
City, OK 73103


Attention:
Carrie L. Burnsed, Esq.


 


IF
TO THE SELLER:


 


TG
Operations, LLC


5430
W. 640 Road


Chouteau,
OK 74337


Attention:
Teresa Mahurin


 


with
a copy, which shall not constitute notice, to:


 


C.
Craig Cole and Associates


317
NW 12th Street


Oklahoma
City, OK 73103


Attention:
Carrie L. Burnsed, Esq.


 


or
if written notification of a change of address has been sent, to such other party or to such other address as may be designated
in that written notification. Each such notice and other communication under this Agreement shall be effective or deemed delivered
or furnished (a) if given by mail, on the third business day after such communication is deposited in the mail; (b) if given by
electronic mail, effective upon transmission if before 5:00 p.m. (Central Standard Time) (otherwise effective the next business
day); and (c) if given by hand delivery or overnight courier, when delivered to the address specified above. Notwithstanding anything
in this Agreement to the contrary, any notice received by a recipient on a day when the federal banks are closed in Oklahoma City,
Oklahoma shall automatically be deemed and construed to be received on the next regular business day following its receipt.


 




    	19



     


    

 


25.
BROKER. Seller and Purchaser agree that the brokerage fee in the amount of Thirty Eight Thousand Dollars and no/cents ($38,000.00)
shall be the responsibility of both Seller and Purchaser as follows: Sixteen Thousand Five Hundred Dollars and no/cents ($16,500.00)
shall be the responsibility of the Seller and Twenty One Thousand Five Hundred Dollars and no/cents ($ 21,500.00) shall be the
responsibility of the Purchaser. 


 


26.
ASSIGNMENT. This Agreement and all rights and obligations under this Agreement shall not be assignable by either party without
the prior written consent of the other party; provided, however, that Purchaser may assign this Agreement to the New Operator
or an affiliate of Purchaser without the prior written consent of Seller.


 


27.
CONSENT. Whenever the consent of a party is required under this Agreement, such consent shall not be unreasonably withheld,
delayed, or conditioned, unless such consent is given at the sole discretion of a party or as otherwise expressly provided for
in this Agreement to the contrary. 


 


28.
KNOWLEDGE. An individual, and an entity other than an individual, will be deemed to have “knowledge” of a particular
fact or other matter if such individual, or in the case of an entity, any individual who is serving as a director, officer, partner,
member, manager, or employee of such person, and in such capacity, has subject matter or oversight responsibility for such areas
as directly encompass that particular fact or other matter, or has actual knowledge of such fact or other matter. 


 


29.
UPDATED EXHIBITS AND SCHEDULES. If any exhibits or schedules are not attached to this Agreement or are supplemented prior
to Closing, the parties agree to attach such exhibits and updated schedules as soon as reasonably practicable but in any event
prior to the Closing Date.  


 


30.
TIME OF ESSENCE. Time shall be of the essence in this Agreement. 


 


31.
AMENDMENTS/SOLE AGREEMENT. This Agreement may not be amended or modified in any respect whatsoever except by an instrument
in writing signed by the parties to this Agreement. This Agreement constitutes the entire agreement between the parties with respect
to the subject matter of this Agreement, and the parties acknowledge and understand that, upon completion, all Schedules and Exhibits
attached to this Agreement shall be deemed to be made a part collectively of this Agreement, and such attached Schedules and Exhibits
are hereby incorporated in this Agreement by reference. 


 


32.
WAIVERS. No waiver of any term, provision, or condition of this Agreement, in any one or more instances, shall be deemed to
be or be construed as a further or continuing waiver of any such term, provision or condition of this Agreement. No failure to
act shall be construed as a waiver of any term, provision, condition or rights granted under this Agreement. 


 


33.
SUCCESSORS. Subject to the limitations on assignment set forth above, all the terms of this Agreement shall be binding upon
and inure to the benefit of and be enforceable by and against the successors and permitted assigns of the parties. 


 




    	20



     


    

 


34.
RECITALS, CAPTIONS AND TABLE OF CONTENTS. The recitals set forth at the beginning of this Agreement are incorporated in this
Agreement. The captions and table of contents of this Agreement are for convenience of reference only and shall not define or
limit any of the terms or provisions of this Agreement. 


 


35.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma. Each
party to this Agreement hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement
or any agreements or transactions contemplated hereby shall be brought exclusively in any state or federal court located in Oklahoma
County, Oklahoma, and hereby expressly submits to the personal jurisdiction and venue of such courts for the purposes thereof
and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each party hereby irrevocably
consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to the address set forth or referred to in Section 24.
 


 


36.
WAIVER OF JURY TRIAL. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS UNDER THIS AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED IN CONNECTION WITH THIS AGREEMENT
OR HEREAFTER AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 


 


37.
SEVERABILITY. Should any one or more of the provisions of this Agreement be determined to be invalid, unlawful, or unenforceable
in any respect, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way
be affected or impaired thereby and each such provision shall be valid and remain in full force and effect. 


 


38.
USAGE. All nouns and pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular,
or plural as the identity of the person or persons, firm or firms, corporation or corporations, entity or entities or any other
thing or things may require. “Any” when used in this Agreement, shall mean “any and all”, “including”
shall mean “including, without limitation”, and “or” shall mean “and/or”. 


 


39.
BUSINESS DAYS. The term “business day” means a day on which banks are required to be open for business within
the state where the Property is located and shall not include (i) any Saturday or Sunday, (ii) any national holiday, or (iii)
any holiday within the state where the Property is located. If the final date of any period which is set out in any paragraph
of this Agreement falls upon a day which is not a business day, then, and in such event, the time of such period will be extended
to the next business day. 


 


40.
COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument. Facsimile and electronic mail signatures shall be treated as original
signatures of the parties for the purposes of this Agreement. 


 


41.
NO JOINT VENTURE. Nothing contained in this Agreement shall be construed as forming a joint venture or partnership between
the parties with respect to the subject matter of this Agreement. The parties to this Agreement do not intend that any third party
shall have any rights under this Agreement. 


 


42.
NO STRICT CONSTRUCTION. The language used in this Agreement is the language chosen by the parties to express their mutual
intent, and no rule of strict construction shall be applied against any of the parties.


 


[Signature
Pages Follow]



 




    	21



     


    







 


IN
WITNESS WHEREOF, the undersigned have duly executed this Agreement by persons legally entitled to do so as of the day and
year first set forth above.


 


	 	PURCHASER:
	 	 
	 	Global
    Fairland Property, LLC
	 	An
    Oklahoma limited liability company
	 	 	 
	 	By:	/s/
    Clifford Neuman
	 	Name:	Clifford
    Neuman
	 	Its:	Manager


 


ACKNOWLEDGEMENT


 


	STATE
    OF ____________	)
	 	)
    ss.
	COUNTY
    OF __________	)


 


This
instrument was acknowledged before me on the ____day of July, 2020, by Clifford Neuman as Manager of Global Fairland Property, LLC.


 


	 	 
	 	 
	 	Notary
    Public, __________ County, ______
	 	 
	 	My
    commission expires: _______________


 


Purchaser
Signature Page to Asset Purchase Agreement


 




    	 



     


    

 


IN
WITNESS WHEREOF, the undersigned have duly executed this Agreement by persons legally entitled to do so as of the day and
year first set forth above.


 


	 	SELLER:
	 	 
	 	TG
    Operations, LLC,
	 	an
    Oklahoma limited liability company
	 	 	 
	 	By:	/s/
    Teresa Mahurin
	 	Name:	Teresa
    Mahurin
	 	Its:	Managing
    Member


 


ACKNOWLEDGEMENT


 


	STATE
    OF ____________	)
	 	)
    ss.
	COUNTY
    OF __________	)


 


This
instrument was acknowledged before me on the ______ day of July, 2020, by Teresa Mahurin as Managing Member of TG Operations,
LLC.


 


	 	 
	 	 
	 	Notary
    Public, __________ County, ______
	 	 
	 	My
    commission expires: _______________


 


Seller
Signature Page to Asset Purchase Agreement


 




    	 



     


    

 


EXHIBIT
A


 


Legal
Description


 


Family
Care Center of Fairland (NH5803) 29 licensed nursing beds


Street
Address: 12 East Conner, Fairland, Oklahoma 74343


 


Lots
Seventeen (17), Eighteen (18), and Nineteen (19), Block Twenty- seven (27) in the town of Fairland, Ottawa County, Oklahoma, according
to the recorded plat thereof.


 




    	A-1



     


    

 


EXHIBIT
B


 


FORM
OF OPERATIONS TRANSFER AGREEMENT


 




    	B-1



     


    

 


EXHIBIT
C


 


FORM
OF GENERAL warranty DEED


 


	Prepared
        by:

         

        __________________________

        __________________________

        __________________________

        __________________________

         

        After
        Recording return to:

         

        Carrie
        Burnsed

         

        C.
        Craig Cole & Associates

        317
        NW 12th Street

        Oklahoma
        City, OK 73103
	 
	 	(For
    Recorder’s Use Only)


 


GENERAL
WARRANTY DEED


 


This
GENERAL WARRANTY DEED is made this __ day of _________, 2020, by [__________________________________], a [limited liability company
/ corporation / general / limited partnership] created and existing under and by virtue of the laws of the State of [___________]
(“Grantor”), having an address of [______________________________], to [_________________], a [_____________________],
having an address of [_____________________________________________] (the “Grantee”).


 


Grantor,
for and in consideration of the sum of Ten and No/100 Dollars ($10.00) paid by Grantee and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT,
SELL and CONVEY, unto Grantee all that certain tract of land in ____________ County, ___________, Oklahoma, as more fully described
in Exhibit A attached hereto and made a part hereof, together with all appurtenances thereon or in anywise appertaining
thereto and all buildings, structures, fixtures, and improvements located thereon, and similar items related to the use, occupancy,
or operation of the property and all other right, title, estate, and interest of Grantor in all of the foregoing (collectively,
the “Property”).


 


TO
HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereunto in anywise belonging, unto
Grantee and Grantee’s successors and assigns forever; and Grantor does hereby bind itself, its successors and assigns to
WARRANT THE TITLE AND FOREVER DEFEND, all and singular the Property unto Grantee and Grantee’s successors and assigns, against
every person whomsoever lawfully claiming or to claim the same or any part thereof. 


 




    	C-1



     


    

 


For
the same consideration, Grantor hereby GRANTS, SELLS and CONVEYS, all interest, if any, of Grantor in strips or gores between
the Property and abutting properties and any land lying in or under the bed of any street, alley, road, or right-of-way, opened
or proposed, abutting or adjacent to the Property.


 


This
conveyance is made and accepted subject to the permitted exceptions described on Exhibit B attached hereto (collectively,
the “Permitted Exceptions”).


 


IN
WITNESS WHEREOF, Grantor has caused this instrument to be executed and delivered by its duly authorized officer, as of the day
and year first above written.


 


	 	[___________________________________],
    a 
	 	[__________________________________]
	 	 
	 	By:	                                                                                       
	 	Name:	 
	 	Title:	 


 


	STATE
    OF _____________	)
	 	)
    SS.
	COUNTY
    OF ___________ 	)


 


I,
_____________________________________ a notary public in and for said County, in the State aforesaid, do hereby certify that __________________
personally known to me to be the ________ of ___________________________, a [_________________], and personally known to me to
be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged
that as such ______________ of such [_______________], he signed and delivered the said instrument pursuant to authority given
by the [operating agreement / bylaws] of such [_______________], as his free and voluntary act and as the free and voluntary act
and deed of such [___________________], for the uses and purposes therein set forth.


 


Given
under my hand and official seal this ________ day of ________, 2020.


 


	 	 
	 	Notary
    Public


 


My
Commission expires: _____________


 




    	C-2



     


    

 


Exhibit
A to Deed


Deed
Legal Description


 


Family
Care Center of Fairland (NH5803) 29 licensed nursing beds


Street
Address: 12 East Conner, Fairland, Oklahoma 74343


 


Lots
Seventeen (17), Eighteen (18), and Nineteen (19), Block Twenty- seven (27) in the town of Fairland, Ottawa County, Oklahoma, according
to the recorded plat thereof.


 




    	C-3



     


    

 


Exhibit
B to Deed


Permitted
Exceptions


 




    	C-4



     


    

 


EXHIBIT
D


 


Form
of Bill of Sale


 


BILL
OF SALE


 


[______________],
a [__________] (“Seller”), in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable
consideration, receipt of which is hereby acknowledged, does hereby sell, assign, transfer, and set over to [_____________], a[__________________]
(“Purchaser”), without representation or warranty by or recourse to Seller, express or implied, by operation
of law or otherwise, except as expressly provided in this Bill of Sale or in that certain Asset Purchase Agreement dated as of_________,
2018, by and between Seller and Purchaser (the “Purchase Agreement”), all of its right, title, and interest
in and to the Personal Property, as defined in the Purchase Agreement (the “Personal Property”).


 


Seller
hereby represents and warrants to Purchaser that (a) Seller is the owner of the Personal Property and (b) Seller has the full
right, power, and authority to sell, transfer and assign the Personal Property and to make this Bill of Sale.


 


This
Bill of Sale is given pursuant to the Purchase Agreement and is governed by the provisions of the Purchase Agreement.


 


IN
WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed as of this ____ day of ____, 2020.


 


	 	SELLER:
	 	 
	 	[SIGNATURE
    BLOCK TO BE INSERTED]



 




    	D-1



     


    

 


EXHIBIT
E


 


Form
of General Assignment


 


GENERAL
ASSIGNMENT OF INTANGIBLE PROPERTY (APA)


 


THIS
GENERAL ASSIGNMENT OF INTANGIBLE PROPERTY (this “Assignment”) is made as of______________, 2020, by [_____________________]
(“Assignor”), to [_______________________] (“Assignee”).


 


RECITALS:


 


A.
Assignor and Assignee have entered into that certain Asset Purchase Agreement dated as of_____________, 2020 (the “APA”),
with respect to the purchase of that certain nursing facility commonly known as ________________, located at _____________,
Oklahoma (the “Facility”).


 


B.
Pursuant to the terms of the APA, Assignor has agreed to transfer to Assignee certain intangible property as set forth below.


 


AGREEMENT:


 


NOW,
THEREFORE, in consideration of the mutual covenants contained in this Assignment and within the Asset Purchase Agreement,
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee
hereby agree as follows:


 


1.
Assignment.


 


a.
Assignor hereby assigns, sets over, transfers, and delivers to Assignee in accordance with the law, all of Assignor’s right,
title, and interest in, to and under the Intangible Property (as defined in the APA) owned by Assignee and used in connection
with the ownership or operation of the Facility, including, without limitation, any special use permits issued to Seller by the
city or other municipality in which the Facility is located, any certificates of need issued to Seller, if assignable, the goodwill
associated with the business and the reputation of the Facility, and Seller’s interest, if any, in any third party warranties
or guaranties associated with the Facility, to the extent assignable and for which any third party consents required for such
assignment have been obtained (collectively, the “Assigned Property”), except for the Excluded Property (as
defined in the APA).


 


b.
Assignor represents and warrants that (a) Assignor has valid rights in and to the Assigned Property and is the owner of the Intangible
Property, (b) Assignor has the full right, power, authority, and all approvals necessary to transfer, set over, and assign the
Assigned Property to Assignee and to make this General Assignment and (c) Assignor covenants and warrants to defend said Assigned
Property against the lawful claims of all persons except as set forth in the APA. Assignor acknowledges and agrees that it remains
responsible for any and all obligations or liabilities arising from or relating to the Assigned Property prior to the date of
assignment, subject to the terms and conditions contained in the APA.


 




    	E-1



     


    

 


2.
Assumption. Assignee hereby accepts the foregoing assignments set forth in this Assignment and assumes all obligations
and liabilities under such assignments arising from and after the date of this Assignment, subject to the terms and conditions
of the APA.


 


3.
Conflict with APA. This Assignment shall in all respects be subject to the terms of the APA with regard to the rights
and obligations of each of the parties to this Assignment with respect to the items assigned under this Assignment, and in the
event that any term of this Assignment shall contradict the APA, the APA shall control.


 


4.
Survival. This Assignment and the obligations of Assignor and Assignee under this Assignment shall survive the closing
of the transactions referred to in the APA, shall be binding upon and inure to the benefit of Assignor and Assignee, and their
respective successors and assigns.


 


5.
Governing Law. This Assignment shall be construed in accordance with and governed by the laws of the State of Oklahoma
and shall be binding upon and inure to the benefit of the parties to this Assignment, their heirs, executors, administrators,
successors in interest and assigns.


 


6.
Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same instrument.


 


[Signature
page follows]


 




    	E-2



     


    

 


IN
WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment as of the day and year first above written.


 


	 	ASSIGNOR:
	 	 
	 	 
	 	 
	 	By:	                    
	 	Name:	 
	 	Its:	 
	 	 	 
	 	ASSIGNEE:
	 	 
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 


 




    	E-3



     


    

 


EXHIBIT
F


 


Form
of FIRPTA Affidavit


 


FOREIGN
INVESTMENT IN REAL PROPERTY


TAX
AFFIDAVIT


 


PROPERTY
ADDRESS: __________________________


 


Permanent
Index No. ________________________


 


Section
1445 of the Internal Revenue Code provides that a transferee (Purchaser) of a U.S. real property interest must withhold tax if
a transferor (Seller) is a foreign person. To relieve the transferee of any withholding tax obligation with respect to the sale
of the Property, the transferor (Seller) hereby certifies to the transferee the following:


 


1.
That transferor (Seller): Is not a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate
(as those terms are defined in the Internal Revenue Code and Income Tax Regulations).


 


2.
That transferor’s (Seller) tax payer identification number is: _________________


 


3.
That transferor’s address is:


 


4.
Transferor understands that this certification may be disclosed to the Internal Revenue Service by various parties to the Closing,
including, but not limited to the transferee’s attorney, transferee, brokerage agents, and the title company, their successors
or assigns, and that any false statement contained herein could be punishable by fine, imprisonment or both.


 


5.
The undersigned declares that he has examined this Affidavit and to the best of the undersigned’s knowledge and belief the
Affidavit is true, correct, and complete and further declares that the undersigned has authority to sign this document on behalf
of transferor (Seller).


 


	 	 
	 	Name
	 	Title


 


	 	STATE
    OF ___________________	)
	 	 	)
    ss.
	 	COUNTY
    OF _________________	)


 


SUBSCRIBED
AND SWORN to before me, a Notary Public, on this _______ day of ______________________________, 2020.


 


	 	 
	 	NOTARY
    PUBLIC


 




    	F-1