Exhibit 10.1


 


LEASE ASSIGNMENT AND AMENDMENT


 


THIS LEASE ASSIGNMENT
AND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of June 1, 2010 by and among LVRH Properties
LLC, a Nevada limited-liability company (“Landlord”), Las Vegas Rehabilitation Hospital LLC, a Nevada limited-liability
company (“Original Tenant”), and HealthSouth Rehabilitation Hospital of Desert Canyon, LLC, a Delaware limited-liability
company (“New Tenant”).


 


RECITALS:


 


A.      
Landlord and Original Tenant entered into that Lease Agreement (Triple-Net/Single-Tenant), dated January 30, 2006, as
amended by Amendment No. 1 dated January 30, 2009, Amendment
No. 2 dated on or about April 2, 2009, Amendment No.
3 dated March 12, 2009, and Amendment No. 4 dated June 30, 2009 (collectively,
the “Lease”), providing for the lease by Original Tenant from Landlord of the building and other real property
located at 9175 W. Oquendo Road, Las Vegas, Nevada (the “Demised Premises”).



 


B.       Original
Tenant owns and operates a 50 bed rehabilitation hospital at the Demised Premises known as Desert Canyon Rehabilitation Hospital
(the “Hospital”),


 


C.       New
Tenant (as successor in interest to HealthSouth Corporation, a Delaware corporation) and Original Tenant entered into that Asset
Purchase Agreement (the “Purchase Agreement”), dated as of April 21, 2010 and amended May 5, 2010, providing
for the purchase by New Tenant from Original Tenant of substantially all of the assets owned or leased by Original Tenant in relation
to the Hospital.


 


D.       In
connection with the Closing, as defined in the Purchase Agreement, Original Tenant has agreed to assign to New Tenant all of Original
Tenant's rights under the Lease accruing from and after the Closing Effective Time, as defined in the Purchase Agreement, and New
Tenant has agreed to assume all of Original Tenant's obligations and liabilities under the Lease accruing from and after the Closing
Effective Time.


 


E.        Also
in connection with the Closing, Landlord and New Tenant have agreed to amend the Lease as set forth herein.


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.       Capitalized
terms used herein but not defined herein shall have the meanings given in the Lease. Capitalized terms used in this Amendment but
not defined in the Lease shall have the meanings given in this Amendment.


 


2.        Landlord
and Original Tenant make the following representations and warranties to New Tenant:


 


(a)        To
Landlord's and Original Tenant's knowledge, the Demised Premises, as currently used by Original Tenant, is not in violation of
any Applicable Law, as defined in the Purchase Agreement (including without limitation, building,
public health, zoning or environmental laws), or any covenant, condition, restriction or easement, affecting the Demised Premises.


 




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(b)       The
Demised Premises is the only real property used in the operation of the Hospital by Original Tenant.


 


(c)        Landlord
and Original Tenant have no knowledge of any pending or threatened condemnation proceedings, lawsuits, or administrative actions
relating to the Demised Premises.


 


(d)       Except
for the Lease, there are no leases, subleases, licenses, concessions, or other similar agreements, written or oral, granting to
any party or parties the right of use or occupancy of any portion of the Demised Premises.


 


(e)       There
are no outstanding options or rights of first refusal to purchase the Demised Premises, or any portion thereof or interest therein.


 


(f)        There
are no parties (other than Original Tenant) in possession of the Demised Premises.


 


(g)       Landlord
and Original Tenant have no knowledge of any intended public improvement which may involve any charge being levied or assessed
or which may result in the creation of any lien upon the Demised Premises; or any suit, action, claim or legal, administrative,
arbitration or other proceeding or governmental investigation pending, threatened or contemplated against or affecting the Demised
Premises.


 


(h)       The
Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect.


 


(i)         The
Lease demises and leases to Original Tenant all of the Demised Premises, and as amended and assigned pursuant hereto, will demise
and lease to New Tenant all of the Demised Premises,


 


 (j)         There have been no modifications to the Lease.




 


(k)       There
are no outstanding payments due to Landlord required to be paid by Original Tenant under the terms and provisions of the Lease.
There are no outstanding payments due to any third party required to be paid by Original Tenant under the terms and provisions
of the Lease with respect to any period prior to the Closing Effective Time for which New Tenant shall be responsible or liable.
Landlord and Original Tenant have no knowledge of any default under the Lease by either Landlord or Original Tenant.


 


(l)         Landlord
is not holding, and Original Tenant has not made, any security deposit or pre-payments of rent under the Lease.


 




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(m)       No
notice of violation of any Applicable Law, or of any covenant, condition, restriction or easement affecting the Real Property,
has been given to Original Tenant or Landlord by any Governmental Entity having jurisdiction over the Demised Premises or by any
other person or entity entitled to enforce the same. As used herein, “Governmental Entity” means any government,
or any agency, bureau, board, directorate, commission, court, department, official, political subdivision, tribunal or other instrumentality
of any government, whether federal, state or local.


 


(n)       The
execution and delivery of this Amendment has been duly and validly authorized by all necessary action on the part of Landlord and
Original Tenant. This Amendment is, and will be, a valid and legally binding obligation of Landlord, enforceable in accordance
with its terms.


 


Landlord and Original
Tenant will be deemed to have “knowledge” of a particular fact or other matter only if a Principal, as defined in the
Purchase Agreement, has actual knowledge of such fact or other matter.


 


3.         New
Tenant makes the following representations and warranties to Landlord and Original Tenant:


 


(a)       The
execution and delivery of this Amendment has been duly and validly authorized by all necessary action on the part of New Tenant.
This Amendment is, and will be, a valid and legally binding obligation of New Tenant, enforceable in accordance with its terms.


 


(b)       New
Tenant does not, and will not during the term of the Lease, as amended by this Amendment, operate under any corporate integrity
or similar agreement that would be binding upon any successor tenant or occupant of the Demised Premises other than New Tenant.


 


4.         Upon
execution of this Amendment, Landlord shall deliver the following to New Tenant:


 


(a)       Copies
of resolutions duly adopted by the Manager of Landlord authorizing and approving Landlord's performance under the Lease and the
execution, delivery and performance of this Amendment, certified as true and of full force as of the date hereof by a manager of
Landlord.


 


(b)       Certificates
of incumbency for the respective managers of Landlord executing this Amendment.


 


(c)       Certificates
of existence and good standing of Landlord from the State of Nevada, dated not more than 30 days prior to the date hereof.


 




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5.        Original
Tenant hereby assigns to New Tenant all of Original Tenant's right, title and interest in and to the Lease. New Tenant hereby accepts
such assignment and assumes and agrees to perform all of the obligations and liabilities of Original Tenant arising or accruing
under the Lease from and after the Closing Effective Time. Landlord hereby fully consents, in accordance with the Lease, to such
assignment and agrees to recognize New Tenant as the Tenant under the Lease from and after the Closing Effective Time. Further,
Landlord hereby releases Original Tenant from all such obligations and liabilities assumed by New Tenant from and after the Closing
Effective Time. Original Tenant shall indemnify, defend and hold harmless New Tenant and each of the shareholders, members, directors,
officers, owners, employees, affiliates, and agents of the New Tenant, against any and all losses, costs, claims, liabilities,
fees, penalties, damages, obligations or expenses (including reasonable costs of investigation, court costs and legal fees) of
any nature, including any interest charged thereon, resulting from or arising under the Lease prior to the Closing Effective Time.
New Tenant shall indemnify, defend and hold harmless Original Tenant and each of the shareholders, members, directors, officers,
owners, employees, affiliates, and agents of the Original Tenant, against any and all losses, costs, claims, liabilities, fees,
penalties, damages, obligations or expenses (including reasonable costs of investigation, court costs and legal fees) of any nature,
including any interest charged thereon, resulting from or arising under the Lease, as amended by this Amendment, from and after
the Closing Effective Time.


 


6.        Amendment
No. 1, Amendment No. 2, Amendment No. 3 and
Amendment No. 4 to the Lease are hereby deleted from the Lease in their entirety. 


 


 7.        Exhibit A to the Lease is hereby replaced by Exhibit A attached hereto.




 


 8.        Section 2 of the Lease is hereby amended to read in its entirety as follows:




 


Demised
Premises. Landlord has constructed on the Demised Premises a building containing approximately 53,260 square
feet of space (the “Building”). There shall be no deduction or exclusion for any square feet of the Building included
within the Demised Premises by reason of corridors, interior partitions or any other interior construction improvements or equipment.



 


9.        The
end of the Base Term set forth in Section 3(a) of the Lease is hereby extended to May 31, 2025.


 


 10.      Section 3(b) of the Lease is hereby amended to read in its entirety as follows:




 


Extension
Options. So long as no “Event of Default' (as hereinbelow defined) is in effect at the time of such exercise by
Tenant, Tenant shall have four (4) consecutive rights to extend the Term by a period of five (5) years per each such extension
option (each an “Extension Period”); provided, however, that upon any such extension of the Term all of the
remaining terms and conditions hereof shall remain in force and effect (except that the Base Rent payable during such extension
of the Term shall be calculated in accordance with Section 4(b) below); provided further, that to exercise any such option Tenant
must give Landlord written notice of such exercise, in accordance with the provisions hereof, not less than six (6) months prior
to the date that the Term would otherwise expire.


 




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11.      Section
4(a) of the Lease is hereby amended to read in its entirety as follows:


 


Initial
Term Base Rent. Subject to adjustment as hereinafter provided, Tenant shall pay Landlord as base rent (“Base
Rent”) the sum of One Hundred Fifteen Thousand Dollars ($115,000) per month in advance on the first day of each
month during the Term beginning on the Closing Effective Time. If the Closing Effective Time is not on the first day of a calendar
month then (i) Base Rent for the fractional month that includes the Closing Effective Time shall be due on the Closing Effective
Time, and (ii) the Base Rent due for such fractional month shall be prorated based upon the actual number of days in such fractional
month, On June 1, 2015, and on June 1, 2020, the Base Rent shall be increased by a percentage
equal to the lesser of (i) the percentage increase in the CPI-U during the preceding five (5) year period (based upon the CPI-U
for the months of May, 2010 and May, 2015 for the June 1, 2015 adjustment date and May, 2015
and May, 2020 for the June 1, 2020 adjustment date), or (ii) fifteen percent (15%); provided, however, that in no event shall the
Base Rent be decreased. As used herein, “CPI-U” means the U.S. Department
of Labor, Bureau of Labor Statistics, Consumers Price Index for all Urban Consumers, All Cities Average, Subgroup “all items”
(base reference period 1982-84=100). If during the Term the U.S. Department of Labor, Bureau
of Labor Statistics, ceases to publish the CPI-U, such other index or standard as will most nearly accomplish the aim and purpose
of the CPI-U and the use thereof herein shall be selected by Landlord and Tenant.


 


12.      Section 4(b) of
the Lease is hereby amended to read in its entirety as follows:


 


Extension
Period Base Rent. The Base Rent for the first Extension Period shall be the greater of (i)
the Fair Market Rent, or (ii) eighty percent (80%) of the Base Rent during the last five (5) years of the initial Term. The Base
Rent for the second Extension Period shall be the greater of (i) the Fair Market Rent, or
(ii) ninety percent (90%) of the Base Rent during the first Extension Period; provided, however
that if the Base Rent during the first Extension Period was equal to or less than ninety percent
(90%) of the Base Rent during the last five (5) years of the initial Term, then the Base Rent for the second Extension Period shall
not be less than one hundred percent (100%) of the Base Rent during the first Extension Period. The Base Rent for the third Extension
Period shall be the greater of (i) the Fair Market Rent, or (ii) ninety percent (90%) of the Base Rent during the second Extension
Period; provided, however that if the Base Rent during the second Extension Period was ninety percent (90%) of the Base Rent during
the first Extension Period, then the Base Rent for the third Extension Period shall not be less than one hundred percent (100%)
of the Base Rent during the second Extension Period. The Base Rent for the fourth Extension Period shall be the greater of (i)
the Fair Market Rent, or (ii) ninety percent (90%) of the Base Rent during the third Extension Period;
provided, however that if the Base Rent during the third Extension Period was ninety percent (90%) of the Base Rent during the
second Extension Period, then the Base Rent for the fourth Extension Period shall not be less than one hundred percent ( 100%)
of the Base Rent during the third Extension Period.


 




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As used herein, “Fair Market Rent”
shall mean the fair market rental rate for the Demised Premises at the time Tenant notifies Landlord of Tenant’s election
to exercise its option to extend the Term under Section 3(b) above. Within thirty (30) days of Landlord's receipt of such notice,
Landlord shall notify Tenant of Landlord's determination of the Fair Market Rent. Tenant shall have fifteen (15) days from its
receipt of such notice from Landlord to notify Landlord that Tenant does not agree with Landlord's determination of the Fair Market
Rent. If Tenant fails to so notify Landlord, Tenant shall be deemed conclusively to have accepted Landlord's determination. If
Tenant does not agree with Landlord's proposed Fair Market Rent, and Landlord and Tenant cannot agree upon the Fair Market Rent
within ten (10) days of Tenant's notice to Landlord of Tenant's disagreement, then Landlord and Tenant shall each submit a new
determination of the Fair Market Rent to the appraisers appointed as follows. Landlord and Tenant shall each, within twenty (20)
days of Tenant's notice to Landlord of Tenant's disagreement, appoint one (1) independent appraiser who shall by profession be
an MAI appraiser with experience appraising property similar in nature to the Demised Premises in the Las Vegas, Nevada metropolitan
area. Within thirty (30) days of the date of appointment of the last appointed appraiser each party shall present their respective
appraiser's results. If the results of the two appraisers are within 10% of the results of the lower of the two appraisals, then
the Fair Market Rent shall be the average of the results of the two appraisals. If the results of the two appraisals are not within
10% of the lower of the two appraisals, then the two (2) appraisers shall within fifteen (15) days agree upon and appoint a third
appraiser who shall be qualified under the same criteria set forth above for qualification of the initial two (2) appraisers. The
third appraiser shall within thirty (30) days present its opinion of the Fair Market Rent. The Fair Market Rent shall be the average
of the results of the third appraiser and the results of the other appraiser closest to that of the third appraiser. The cost of
the third appraisal shall be shared equally by the parties.


 




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 13.      Section 4(d) of the Lease is hereby amended to read in its entirety as follows:




 


Property
Taxes. Tenant shall in respect of all periods of the Term pay all real property taxes and general and special assessments
on the Demised Premises, and shall pay all taxes charged against trade fixtures, utility installations, furnishings, equipment
or any other personal property belonging to Tenant. Landlord shall forward to Tenant in a timely manner all bills and notices
with respect to such real property taxes and assessments as are received by Landlord from third parties, and within five (5) days
after request by Landlord (and in no event less than quarterly), Tenant shall provide Landlord with written evidence of each such
payment. Tenant shall be deemed to have complied with the covenants of this Section 4(d) if payment of such taxes or assessments
shall have been made within any period allowed by law or by the governmental authority imposing the same during which payment
is permitted without penalty or interest. Tenant or its designees shall have the right to contest or review all such taxes by
legal proceedings, or in such other manner as Tenant may deem suitable. If instituted, Tenant or its designees shall conduct such
review or contest promptly at its own expense, and free of any expense to Landlord, and, if necessary, in the name of and with
the cooperation of Landlord and Landlord shall execute all documents reasonably necessary to accomplish the foregoing. Notwithstanding
the foregoing, Tenant shall promptly pay all such taxes if at any time the Demised Premises or any part of the Demised Premises
shall be subject to the commencement of any forfeiture proceeding, or if Landlord shall be subject to any civil or criminal liability
arising out of the nonpayment thereof, or if nonpayment would result in any default under any loan or other obligation of Landlord
secured by any deed of trust or other lien on the Demised Premises. If there shall be any refunds or rebates on account
of the taxes paid by Tenant under the provisions of this Lease, such refund or rebate shall belong to Tenant. Tenant shall be
solely responsible for payment of any penalties or interest charged with respect to taxes and assessments for which Tenant is
responsible, except that Landlord shall be responsible for any such penalties or interest resulting from any failure by Landlord
to timely forward to Tenant any bill or notice of such taxes or assessments received by Landlord.


 


 14.      Section 4(f) of the Lease is hereby deleted in its entirety.




 




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15.      The
initial paragraph of Section 6 of the Lease is hereby amended to read in its entirety as follows:


 


Use of
Demised Premises. The Demised Premises are leased to Tenant solely for the operation of a rehabilitation hospital and uses
incidental thereto. Tenant shall use the Demised Premises solely for this purpose and shall not use or allow to be used the Demised
Premises, or any portion thereof, for any other purpose or purposes whatsoever without Landlord's prior written consent.


 


 16.      Section 6(c) of the Lease is hereby amended to read in its entirety as follows:




 


Compliance
with Rules and Regulations. Tenant hereby covenants and agrees that it, its agents, employees, servants, contractors,
subtenants and licensees shall abide by the rules and regulations set forth above and such additional rules and regulations
hereafter adopted and amendments and modifications of any of the foregoing as Landlord may, from time to time, reasonably
adopt for the safety, care and cleanliness of the Demised Premises, for the preservation of good order thereon; provided the
same are customary, in compliance with applicable law and do not materially interfere with Tenant's use of the Demised
Premises as a rehabilitation hospital, and copies of the same are furnished to Tenant.


 


 17.       Section 6(g) of the Lease is hereby amended to read in its entirety as follows:




 


Insurance. Tenant
shall, at Tenant's expense, maintain property insurance on the Demised Premises and appurtenant structures in the amount of
100% of the replacement cost of the Demised Premises. In addition, Tenant shall, at Tenant's expense, obtain and keep in
force at all times during the Term of the Lease, a policy or policies of insurance covering loss or damage to all of the
improvements, betterments, Tenant's personal property, utility installations, trade fixtures, furnishings, and Tenant's
business contents located within the Demised Premises, in the amount of one hundred percent (100%) of the full replacement
value thereof as reasonably ascertained by the Tenant's insurance carrier against risks of direct physical loss or damage,
normally covered in an “all risk” policy (including the perils of flood and surface waters), as such term is used
in the insurance industry; provided, however, that Tenant shall have no obligation to insure against earthquakes or against
acts of terror. The proceeds of such insurance shall be used for the repair or replacement of the property so insured
(including, without limitation, any repair or replacement of such property in accordance with Section 16 below).


 




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Tenant
shall, at Tenant's expense, maintain a policy of Commercial General Liability insurance insuring Tenant and as additional
insureds, Landlord and any of Landlord's mortgagees, against liability arising out of the
ownership, use, occupancy or maintenance of the Demised Premises. Such insurance shall be on an occurrence basis providing
single-limit coverage in an amount not less than Two Million Dollars ($2,000,000) per occurrence. The amount of such insurance
shall be subject to periodic increase requests by Landlord based upon inflation, increased liability awards, recommendation
of professional insurance advisers, and other relevant factors. If Landlord requests a
change to said limit, Tenant shall review the request but shall not be obligated to change said limit unless such change is
necessary to increase said limit to a commercially reasonable amount, in which case such amount shall be mutually agreed upon
by Landlord and Tenant. However, the limits of such insurance shall not limit Tenant's liability nor relieve Tenant of any
obligation hereunder.


 


Insurance
required to be maintained by Tenant hereunder shall be in companies holding a “General Policyholders' Rating” of B-plus
or better and a “financial rating” of 10 or better, as a set forth in the most current issue of “Best's Insurance
Guide”, or such comparable ratings as Landlord and Tenant shall agree. Tenant shall promptly deliver to Landlord, within
thirty (30) days of the Commencement Date, original certificates evidencing the existence and amounts of such insurance. No such
policy shall be cancelable or subject to reduction of coverage except after thirty (30) days prior written notice to Landlord.
Tenant shall use its best efforts to furnish Landlord with renewal certificates thereof within thirty (30) days prior to the expiration,
cancellation or reduction of such policies, but in any event shall furnish Landlord with such renewal certificates as soon as they
are available to Tenant. Tenant shall not do or permit to be done anything which shall invalidate the insurance policies required
under this Lease.


 


Tenant shall obtain from the issuers
of the insurance policies referred to in this Lease a waiver of subrogation provision in said policies (with respect to Landlord)
and Tenant hereby releases and relieves Landlord, and waives any and all rights of recovery against Landlord, or against the employees,
officers, agents and representatives of Landlord, for loss or damage arising out of or incident to the perils required to be insured
against under this Lease which perils occur in, on or about the Demised Premises, whether due to the negligence of Landlord or
Landlord's agents, employees, contractors, subcontractors or invitees (but not if due to the intentional misconduct of Landlord
or Landlord's agents or employees).


 


18.       Section 7 of the Lease is hereby amended
to delete the next to last sentence of Section 7 and replace the next to last sentence with the following:


 




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Throughout
the performance of improvements, Tenant, at its expense, shall carry, or cause to be carried, workers' compensation insurance in
statutory limits, and general liability insurance for any occurrence in or about the Demised Premises, insuring Tenant and as additional
insureds, Landlord and any of Landlord's mortgagees, in such limits as agreed upon by Landlord and Tenant.


 


 19.       Section 10 of the Lease is hereby amended to read in its entirety as follows:




 


Indemnification. Tenant
hereby covenants and agrees to indemnify, save and hold Landlord harmless from liability, loss, expenses
(including reasonable attorney's fees, judgments, claims, liens and demands) in connection with, (i) Tenant's
use of the Demised Premises, or (ii) the conduct of Tenant's business, or (iii) any
activity, work or things done in the Demised Premises, or (iv) any default in the performances of any obligation on Tenant's
part to be performed under the terms of the Lease, or (v) any negligence of Tenant, or any of Tenant's agents, contractors,
or employees. Notwithstanding the foregoing, Tenant shall not be required to defend, save harmless or indemnify Landlord, and
Landlord shall indemnify, save and hold harmless Tenant, from any liability for injury, loss, accident or damage to any
person or property resulting from Landlord's negligence or willful acts  or omissions, or those of Landlord's agents,
contractors or employees.


 


 20.       Section 16(b) of the Lease is hereby amended to read in its entirety as follows:




 


Insurance
Proceeds. All insurance proceeds payable under any fire and extended coverage risk insurance required to be maintained
by Tenant pursuant to this Lease shall be payable solely to Landlord or any mortgagee under a mortgage or beneficiary under a
deed of trust holding a lien encumbering the Demised Premises (as their respective interests shall appear) to be held and
applied to the cost of restoring the Demised Premises, and Tenant shall have no interest therein, except that Tenant shall be
entitled to all insurance proceeds payable for the destruction of Tenant's personal property (in no event, however, shall
Tenant be entitled to insurance proceeds with respect to destruction of any improvements, betterments or fixtures on the
Demised Premises). Tenant shall also be responsible for the amount of any deductible required under any insurance policy
covering fire or other casualty. If for any reason any portion of the cost to restore the Demised Premises is not covered by
insurance, then Tenant shall pay to Landlord, upon demand, any cost or expense that is not so covered. Such repair and
restoration shall be performed by properly insured


 







    	 	10	 



     


    

 


and
licensed contractors, in accordance with plans and specifications approved by Landlord, and shall comply with the requirements
of this Lease and all applicable laws, codes and regulations. In the event Landlord is required to pay any portion of such restoration
or repair costs, Tenant shall reimburse Landlord therefore, together with interest at twelve percent (12%) per year, within ten
(10) days after receiving demand therefor from Landlord. Tenant shall in no case be entitled
to compensation for damages on account of any annoyance or inconvenience in making repairs under any provision of this Lease.
Neither the rent payable by Tenant nor any of Tenant's other obligations under any provisions of this Lease shall be affected
by any damage to or destruction of the Demised Premises or any portion thereof by any cause whatsoever. Notwithstanding anything
to the contrary set forth above, if such damage or destruction shall occur during the last two (2) years of the Lease, Tenant
shall not be required to repair or restore the Demised Premises, provided that all insurance proceeds required to be paid to Landlord
above are paid to Landlord, Tenant shall pay to Landlord the amount, if any, by which the cost to repair such damage or destruction
exceeds the amount of such insurance proceeds received by Landlord, and Tenant shall pay to Landlord all rent and all other sums
due under this Lease for the remainder of the Term of this Lease.


 


21.       Section
18(c) of the Lease is hereby amended to read in its entirety as follows:


 


c.         Tenant
should vacate or abandon the Demised Premises during the Term of this Lease without continuing to pay the rent due hereunder;


 


22.       Landlord's
address for purposes of Section 23(a) of the Lease is hereby changed to 9115 West Russell Road, Suite 210, Las Vegas, Nevada 89148,
Attn: Edward M. Nigro.


 


23.       New
Tenant's address for purposes of Section 23(b) of the Lease is hereby changed to c/o HealthSouth Corporation 3660 Grandview Parkway,
Suite 200, Birmingham, Alabama 35243, Attn: Real Estate Department.


 


24.      
Landlord hereby grants to New Tenant a right of first refusal (the “First Refusal Right”) to purchase the Demised
Premises in the event that Landlord shall desire to sell the Demised Premises. If Landlord receives an offer to purchase the Demised
Premises that Landlord desires to accept (a “Purchase Offer”), then Landlord shall notify New Tenant in writing
of such Purchase Offer and provide New Tenant with a copy of the same. New Tenant shall have twenty (20) days (the “Right
Period”) after receiving such notice and copy within which to exercise the First Refusal Right; provided, however that
if the Purchase Offer is from a party associated with an inpatient rehabilitation hospital, long term acute care hospital or skilled
nursing facility located or to be located within Clark County, Nevada, then the Right Period shall be thirty (30) days from New
Tenant's receipt of such notice and copy. If New Tenant elects to so exercises the First
Refusal Right, then New Tenant shall purchase the Demised Premises at the same price and otherwise on the same terms and conditions
as are specified in the Purchase Offer. If New Tenant does not exercise the First Refusal Right with respect to such Purchase Offer
within the Right Period, then the First Refusal Right shall terminate with respect to such Purchase Offer and Landlord may proceed
with the sale of the Demised Premises in accordance with the Purchase Offer. The First Refusal Right shall terminate upon the earlier
of (a) the expiration or sooner termination of the Lease, or (b) the sale of the Demised Premises pursuant to a Purchase Offer
with respect to which New Tenant does not elect to exercise the First Refusal Right.


 




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25.     
Concurrently with the execution of this Amendment, Landlord and New Tenant agree to execute a Memorandum of Lease in the form attached
hereto as Exhibit B and Landlord shall record such Memorandum of Lease in the public records of the county in which the
Demised Premises are located within five (5) days of the date of this Amendment. Landlord shall provide New Tenant with a copy
of the recorded Memorandum of Lease within thirty (30) days of the date of this Amendment. Landlord and Tenant shall each pay
one-half of the costs associated with the recording of the Memorandum of Lease.


 


26.      During the term
of the Lease Agreement and upon request from Tenant, Landlord shall use commercially reasonable efforts to obtain a Subordination,
Non-Disturbance and Attornment Agreement from any holder or future holder of a mortgage covering the Demised Premises or the Building
in a form reasonably satisfactory to Tenant, but in no event shall Landlord be required to pay any amount to obtain any such agreement
from any such mortgage holder.


 


27.       The
payment and performance obligations of New Tenant under the Lease, as amended by this Amendment, have been guaranteed by HealthSouth
Corporation, a Delaware corporation, pursuant to a Guaranty of Lease in the form attached hereto as Exhibit C.


 


28.       Save
and except as amended hereby, the Lease Agreement shall remain unmodified and in full force and effect.


 


29.       The
laws of the State of Nevada shall govern the validity, construction, performance and effect of this Amendment.


 


30.       This
Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all
such counterparts shall constitute one and the same amendment.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the parties have executed
this Amendment as of the date first above written.


 


	LANDLORD:	 	NEW
                                         TENANT:





	 
	 	 	 	 	 	 
	LVRH
                    Properties LLC,

                    a
                    Nevada limited-liability company
	 	HealthSouth
                                         Rehabilitation Hospital

                                             of
                                         Desert Canyon, LLC, a Delaware

                                             limited-liability
                                         company
	 
	 	 	 	 	 	 
	By:	LVRH Properties Management LLC,	 	By:	/s/ John
    P. Whittington	 
	 	a Nevada limited-liability company	 	Name:	John P. Whittington	
	 	and its Manager	 	Title:	Vice President
    & Secretary	 
	 	 	 	 	 	 
	 	By:	/s/ Edward
    M. Nigro	 	 	 	 
	 	Name: 	Edward M. Nigro	 	 	 	 
	 	Title: 	Manager	 	 


 


	ORIGINAL TENANT:	 
	 	 	 	 
	Las
                    Vegas Rehabilitation Hospital LLC,

                    a
                    Nevada limited-liability company
	 
	 	 	 	 
	By:	LVRH
                    Operations Management LLC,

                    a
                    Nevada limited-liability company

                    and
                    its Manager
	 
	 	 	 	 
	 	By:	/s/ Edward
    M. Nigro	 
	 	Name: 	Edward M. Nigro	 
	 	Title:	Manager	



 



    	 	13	 



     


    

 




EXHIBIT A


 


SITE PLAN


 


[See Attached]


 



    	 	14	 



     


    

 





 







    	 	15	 



     


    

 


EXHIBIT B


 


APN: 163-32-201-006


 


RECORDING REQUESTED BY AND


WHEN RECORDED RETURN TO:


 


	 	 
	 	 
	 	 


 


MEMORANDUM OF LEASE


 


(For recording purposes)


 


THIS MEMORANDUM
OF LEASE is made as of ______, 2010, by and between LVRH Properties LLC, a Nevada limited-liability company (“Landlord”),
and ___ ___________, a Delaware limited-liability company (“Tenant”), who agree as follows:


 


l.       
Premises. Landlord has leased to Tenant and Tenant has leased from Landlord, for the consideration and upon and subject
to the terms and conditions of the unrecorded Lease Agreement, dated January 30, 2006, between Landlord and Las Vegas Rehabilitation
Hospital LLC, a Nevada limited liability company (''LVRH”), as amended by that certain
Lease Assignment and Amendment, dated _____ __, 2010, among Landlord, LVRH and Tenant (collectively the “Lease”)
(all of the terms and conditions of which are hereby incorporated into this Memorandum of Lease by reference as though set forth
in full herein), that certain real property located at 9175 W. Oquendo Road, Las Vegas, Nevada and more particularly described
on Exhibit A attached hereto and incorporated herein by reference (the “Demised Premises”).


 


2.       Initial
Term. The initial term of the Lease expires May 31, 2025.


 


3.       Renewal
Terms. Landlord has granted Tenant four (4) successive options to extend the term of the Lease by five (5) years each upon
and subject to the terms and conditions of the Lease.


 


4.       Right
of First Refusal. In the Lease, Landlord grants to Tenant a right of first refusal to purchase the Demised Premises on the
terms and conditions set forth therein.


 


5.       No
Modification. This Memorandum of Lease has been executed for the purposes of recordation only and shall not modify the provisions
of the Lease, including the terms and conditions of any options contained therein. In the event of any inconsistency or conflict
between the provisions of this Memorandum of Lease and the provisions of the Lease, the provisions of the Lease shall govern and
control.


 




    	 	16	 



     


    

 


IN WITNESS WHEREOF, the parties
have executed this Memorandum of Lease as of the day and year first above written.


 


	 	LANDLORD:
	 	 
	 	LVRH Properties LLC, a Nevada limited-liability company
	 	 
	 	By:	LVRH Properties Management LLC, a Nevada limited-liability company and its Manager
	 	 	 	 
	 	 	By:	        
	 	 	Name:	 
	 	 	Title:	 


 


	 	TENANT:
	 	 
	 	 
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


	STATE OF NEVADA	)
	 	) :SS
	COUNTRY OF CLARK	)


 


This
instrument was acknowledged before me on ______, 2010 by __________ as Manager of LVRH Properties Management LLC, a Nevada
limited-liability company and the Manager of LVRH Properties LLC, a Nevada limited-liability company.


 


	 	 
	 	NOTARY PUBLIC



 



    	 	17	 



     


    

 


	STATE OF 	 	)
	 	 	) :SS
	COUNTRY OF 	 	)


 


 


This
instrument was acknowledged before me on ______________, by ______________________ as ______________________
of ______________________.


 


	 	 
	 	NOTARY PUBLIC



 



    	 	18	 



     


    

 


EXHIBIT A


 


LEGAL DESCRIPTION OF DEMISED PREMISES


 


All that land situated
in the County of Clark, State of Nevada, more particularly described as follows:


 


The West Half
(W 1⁄2) of the Northwest Quarter (NW 1⁄4) of the Southeast Quarter (SE 1⁄4) of the Northwest Quarter
(NW 1⁄4) of Section 32, Township 21 South, Range 60 East, M.D.M., Clark County, Nevada.


 


Excepting Therefrom the North 30 feet and
the West 30 feet together with that certain spandrel area in the Northwest corner thereof as conveyed to the County of Clark by
Grant, Bargain, Sale Deed, Recorded December 05, 2005 in Book 20051205 as Document No. 05274, of Official Records, Clark County
Nevada.


 


APN: 163-32-201-006


 




    	 	19	 



     


    



 


EXHIBIT C


 


GUARANTY OF LEASE


 


THIS
GUARANTY OF LEASE (this “Guaranty”) is made as of ________, 2010 by HealthSouth
Corporation, a Delaware corporation (“Guarantor”), in favor of LVRH Properties LLC, a Nevada limited-liability
company (“Landlord”).


 


FOR
VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby unconditionally and irrevocably
guarantees the full and faithful performance by _______________________, a _________ (“Tenant”), of all the
terms, covenants and conditions of that certain Lease Agreement, dated January 30, 2006, between
Landlord and Las Vegas Rehabilitation Hospital LLC, a Nevada limited liability company (“LVRH”), as amended
by that certain Lease Assignment and Amendment, dated _______, 2010, among Landlord, LVRH and Tenant (collectively, the “Lease”).
This Guaranty shall remain in full force and effect regardless of any amendment, modification, extension, compromise or release
of any term, covenant or condition of the Lease or of any party thereto, as the case may be.


 


The undersigned
agrees to indemnify Landlord against any and all liability, loss, costs, charges, penalties, obligations, expenses, attorney fees,
litigation, judgments, damages, claims and demands of any kind whatsoever in connection with, arising out of or by reason of the
failure by Tenant to perform its obligations under the Lease. Guarantor waives any right or claim of rights to cause a marshalling
of Tenant's assets or to proceed against Guarantor or Tenant or any security for the Lease or this Guaranty in any particular order
and Guarantor agrees that any payments or performance required to be made hereunder shall become due upon demand in accordance
with the terms hereof immediately upon the happening of a default under the Lease, whether or not Guarantor has been given notice
of such default, and Guarantor hereby expressly waives and relinquishes all rights and remedies accorded by applicable law to guarantors,
including, but not limited to, notice of demand, notice of default, any failure to pursue Tenant or its property, or any defense
arising out of the absence, impairment or loss of any right of reimbursement  or subrogation.


 


The obligations
of Guarantor hereunder are independent of the obligations of Tenant and, in the event of any default hereunder, a separate action
or actions may be brought and prosecuted against Guarantor whether or not Tenant is joined therein or a separate action or actions
is or are brought against Tenant. Landlord's rights hereunder shall not be exhausted by its exercise of any of its rights or remedies
or by any action  or by any number of successive actions until and unless all obligations hereby guaranteed have been paid
and fully performed.


 


No delay on
Landlord's part in exercising any right, power or privilege under this Guaranty or any other document executed in connection herewith
shall operate as a waiver of any such privilege, power or right.


 


Guarantor agrees that any judgment
rendered against Tenant for monies or performance due Landlord shall in every and all respects bind and be conclusive against
Guarantor to the same extent as if Guarantor had appeared in any such proceedings and judgment therein had been rendered
against Guarantor.


 




    	 	20	 



     


    

 


Any circumstance
which operates to toll any statute of limitations as to Tenant shall also toll the statute of limitations as to Guarantor.


 


In the event any action
is commenced by Landlord against Guarantor in connection with this Guaranty, including any bankruptcy proceeding, Landlord shall
be entitled to its costs and expenses, including reasonable attorney fees.


 


The terms,
covenants and conditions contained in this Guaranty shall inure to the benefit of the successors and assigns of Landlord.


 


If any term,
covenant or condition of this Guaranty, or any application thereof, should be held by a court of competent jurisdiction to be invalid,
void or unenforceable, all terms, covenants and conditions of this Guaranty, and all applications thereof, not held invalid, void
or unenforceable shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby,


 


In this Guaranty,
whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the
plural.


 


This Guaranty
shall be construed in accordance with its intent and without regard to any presumption or other rule requiring construction against
the party causing the same to be drafted.


 


The laws
of the State of Nevada shall govern the validity, construction, performance and effect of this Guaranty and any legal suit, action
or proceeding against Guarantor arising out of or relating to this Guaranty shall be instituted in any federal or state court in
Clark County, Nevada, and Guarantor waives any objection which it may now or hereafter have to the laying of venue of any such
suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit, action
or proceeding.


 


Should Guarantor consist of more
than one person or entity, then, in such event, all such persons and entities shall be jointly and severally liable as Guarantor
hereunder.


 


[Signature Page Follows)


 




    	 	21	 



     


    

 


IN WITNESS WHEREOF, Guarantor has executed
this Guaranty as of the date first above written.


 


	 	HealthSouth Corporation, a Delaware corporation
	 	 
	 	By:	       
	 	Name:	 
	 	Title:	 



 







    	 	22	 



     


    

 


AMENDMENT NO.
4


 


THIRD AMENDMENT TO THE LEASE
dated JANUARY 30, 2006 by and between LVRH PROPERTIES
LLC, a Nevada limited-liability company ( “Landlord”)
and LAS VEGAS REHABILITATION HOSPITAL, a Nevada
limited-liability company (“Tenant”) with respect to the demise by
Landlord to Tenant of that certain premises described as 9175 W. Oquendo Road, Las Vegas, Nevada and
shown on the Site Plan attached as Exhibit A hereto, (all of such premises collectively, the “Demised Premises”).


 


Landlord has agreed to the following changes:


 


		(1)	Adjusted triple net rent for 2010 is $115,000 per month.



 


		(2)	See Attachment #1 for a recapture of the rent discounts
for January 1, 2011 to March 31, 2017



 


		(3)	All other conditions of the lease agreement dated January
30, 2006, shall remain in full force and effect.



 


	LANDLORD	 	TENANT
	 	 	 
	LVRH PROPERTIES LLC,	 	LAS VEGAS REHABILITATION HOSPITAL,
	a Nevada limited-liability company	 	a Nevada limited-liability company
	 	 	 
	By:·	/s/ Edward M. Nigro	 	By:	/s/ A. Allan
    Stipe
	Edward M. Nigro, Manager	 	A. Allan Stipe,
    Manager
		 	
	Date:	June 30, 2009	 	Date:	 4/30/09


 




     


     


    

 


Attachment (1)


 


Lease Discount Periods


 


	1st QTR 2009	 	 	 
	Original Rent	 	 	128,750	 
	Discounted Rent	 	 	(85,000	)
	Difference	 	 	43,750	 
	 	 	 	 	 
	Total discount @ 3 Months	 	 	131,250	 
	 	 	 	 	 
	2nd QTR 2009 - 4th QTR 2009	 	 	 	 
	 	 	 	 	 
	Original Rent	 	 	132,612	 
	Discounted Rent	 	 	(85,000	)
	Difference	 	 	47,612	 
	 	 	 	 	 
	Total discount @ 9 Months	 	 	428,508	 
	 	 	 	 	 
	1st QTR 2010	 	 	 	 
	 	 	 	 	 
	Original Rent	 	 	132,612	 
	Discounted Rent	 	 	(115,000	)
	Difference	 	 	17,612	 
	 	 	 	 	 
	Total discount @ 3 Months	 	 	52,836	 
	 	 	 	 	 
	2nd QTR 2010 - 4th QTR 2010	 	 	 	 
	 	 	 	 	 
	Original Rent	 	 	136,590	 
	Discounted Rent	 	 	(115,000	)
	Difference	 	 	21,590	 
	 	 	 	 	 
	Total discount @ 9 Months	 	 	194,310	 
	 	 	 	 	 
	Total Discount	 	 	806,904	 




 



     


     


    

 




Lease Discount Periods


 




	Additional Rent Calculation	 	 	 	 
	 	 	 	 	 
	Remaining Term - 75 Months	 	 	 	 
	January 1, 2011 to March 31, 2017	 	 	 	 
	 	 	 	 	 
	Total Discount	 	 	806,904	 
	 	 	 	 	 
	Increase monthly costs	 	 	806,904	 
	 	 	 	÷75	 
	 	 	 	10,759	 



 


At end of 1st Term (2017) additional rent
is terminated


 


	Commencing January 1, 2011	 	 	 
	 	 	 	 
	Original Rent	 	 	136,590	 
	Addidional Rent	 	 	10,759	*
	Total Rent	 	 	147,349	 
	 	 	 	 	 
	2nd QTR 2011 - 4th QTR 2011	 	 	 	 
	 	 	 	 	 
	Original Rent	 	 	140,688	 
	Additioanl Rent	 	 	10,759	*
	Total Rent	 	 	151,447	 



 


*Note - Additional rent only payable
from hospital quarterly cash flow greater than 1.5 times lease payments.


 


-Additional rent not subject to 3% increase.


 




     


     


    

 


Attachment (2)


 




Investor Proforma


 


	Income Property Operating Analysis	 	YR 2009	 	 	 	 	 	YR 2010	 	 	 	 	 	YR 2011*	 	 	 	 	 	YR 2012*	 	 	 	 	 	YR 2013*	 
	Monthly Net Rent	 	 	85,000	 	 	 	1.70	 	 	 	115,000	 	 	 	2.30	 	 	 	147,349	 	 	 	2.95	 	 	 	151,447	 	 	 	3.03	 	 	 	155,668	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	151,447	 	 	 	3.03	 	 	 	156,067	 	 	 	3.12	 	 	 	160,000	 
	Annual Net Rent	 	 	1,020,000	 	 	 	 	 	 	 	1,380,000	 	 	 	 	 	 	 	1,805,070	 	 	 	 	 	 	 	1,855,353	 	 	 	 	 	 	 	1,907,004	 
	.Annual Debt Service	 	 	698,000	 	 	 	 	 	 	 	864,000	 	 	 	 	 	 	 	864,000	 	 	 	 	 	 	 	864,000	 	 	 	 	 	 	 	864,000	 
	Net Income	 	 	322,000	 	 	 	 	 	 	 	516,000	 	 	 	 	 	 	 	941,070	 	 	 	 	 	 	 	991,353	 	 	 	 	 	 	 	1,043,004	 
	Investor Equity	 	 	3,700,000	 	 	 	 	 	 	 	3,700,000	 	 	 	 	 	 	 	3,700,000	 	 	 	 	 	 	 	3,700,000	 	 	 	 	 	 	 	3,700,000	 
	Return	 	 	8.7	%	 	 	 	 	 	 	13.9	%	 	 	 	 	 	 	25.4	%	 	 	 	 	 	 	26.8	%	 	 	 	 	 	 	28.2	%
	DCR	 	 	 	 	 	 	 	 	 	 	1.60	 	 	 	 	 	 	 	1.92	 	 	 	 	 	 	 	2.15	 	 	 	 	 	 	 	2.21	 



 


* increase rent by $10,759 per month per lease modification
* rate change each April


 




     


     


    

 




AMENDMENT NO.
3


 


THIRD AMENDMENT TO THE
LEASE dated JANUARY 30, 2006 by and between LVRH PROPERTIES LLC, a
Nevada limited-liability company (“Landlord”) and LAS VEGAS
REHABILITATION HOSPITAL, a Nevada limited-liability company (“Tenant”) with respect
to the demise by Landlord to Tenant of that certain premises described as 9175 W. Oquendo Road, Las
Vegas, Nevada and shown on the Site Plan attached as Exhibit A
hereto, (all of such premises collectively, the “Demised Premises”).


 


Landlord has agreed to the following changes:


 


		(1)	Extend the Reduction of the monthly rent under the Lease to
                                                                                                                      $85,000.00 per month during each month of the year 2009.



 


		(2)	Deferred rent for the fourth quarter of 2008 to be free
rent and the lease term extended for 3 months until June 30, 2017.



 


		(3)	All other conditions of the lease agreement dated January 30,
                                                                                                                      2006, shall remain in full force and effect



 


	LANDLORD	 	TENANT
	 	 	 
	LVRH PROPERTIES LLC,	 	LAS VEGAS REHABILITATION HOSPITAL,
	a Nevada limited-liability company	 	a Nevada limited-liability company
	 	 	 
	By:·	/s/
    Edward M. Nigro	 	By:	/s/
    A. Allan
    Stipe
	Edward M. Nigro, Manager	 	A. Allan Stipe,
    Manager
		 	
	Date:	3/12/09	 	Date:	3/12/09


 






     


     


    






AMENDMENT NO. 2


 


SECOND
AMENDMENT TO THE LEASE dated JANUARY 30, 2006 by and between LVRH PROPERTIES LLC, .a Nevada limited-liability company (“Landlord”)
and LAS VEGAS REHABILITATION HOSPITAL, a Nevada limited-liability company (“Tenant”)
with respect to the demise by Landlord to Tenant of that certain premises described as 9175 W.
Oquendo Road, Las Vegas, Nevada and shown on
the Site Plan attached as Exhibit A hereto, (all of such premises collectively, the “Demised Premises”).


 


Landlord has agreed to the following changes:


 


		(1)	Extend the Reduction of the monthly rent under the Lease
during each month of the second quarter of 2009 to $85,000.



 


		(2)	Allow payment of the monthly rental in respect
                                                                                                                      of each month of the fourth quarter of 2008 to be deferred until expiration or termination of the lease term, at which time
                                                                                                                      all of such unpaid sums will be due and payable to the Landlord as a lease expiration/termination fee.



 


		(3)	All other conditions of the lease agreement dated
January 30, 2006, shall remain in full force and effect.



 


	LANDLORD	 	TENANT
	 	 	 
	LVRH PROPERTIES LLC,	 	LAS VEGAS REHABILITATION HOSPITAL,
	a Nevada limited-liability company	 	a Nevada limited-liability company
	 	 	 
	By:	/s/
    Edward M. Nigro	 	By:	/s/
    A. Allan
    Stipe
	 	Edward M. Nigro, Manager	 	 	A. Allan Stipe,
    Manager
		 	
	Date:	April 2, 2009	 	Date:	5/2/09



 



     


     


    

 




AMENDMENT NO. 1


 


FIRST AMENDMENT
TO THE LEASE dated JANUARY 30, 3006 by and between LVRH
PROPERTIES LLC, a Nevada limited-liability company ( “Landlord”)
and LAS VEGAS REHABILITATION HOSPITAL, a Nevada limited-liability company (“Tenant”)
with respect to the demise by Landlord to Tenant of that certain premises described
as 9175 W. Oquendo Road, Las Vegas, Nevada and shown on the Site Plan attached as Exhibit A hereto, (all of such
premises collectively, the “Demised Premises”).


 


Landlord has agreed to the following changes:


 


		(1) 	Reduction of the monthly rent under the Lease during each month
                                                                                                                       of the fourth quarter of 2008 and the first quarter of 2009 to $85,000.



 


		(2)	Allow payment of the
                                                                                 monthly rental in respect of each month of the fourth quarter of 2008 to be deferred
                                                                                 until expiration or termination of the lease term, at which time all of such unpaid sums will be due and payable to the
                                                                                 Landlord as a lease expiration/termination fee.



 


		(3)	All other conditions of the lease agreement dated January 30,
                                                                                                                      2006, shall remain in full force and effect.



 


	LANDLORD	 	TENANT
	 	 	 
	LVRH PROPERTIES LLC,	 	LAS VEGAS REHABILITATION HOSPITAL,
	a Nevada limited-liability company	 	a Nevada limited-liability company
	 	 	 
	By:·	/s/
    Edward M. Nigro	 	By:	/s/
    A. Allan
    Stipe
	 	Edward M. Nigro, Manager	 	 	A. Allan Stipe,
    Manager
		 	
	Date:	1/30/09	 	Date:	1/30/09


 







     


     


    

 


LEASE AGREEMENT


(Triple-Net/Single-Tenant)


 


THIS LEASE AGREEMENT
(Triple-Net/Single-Tenant) (this “Agreement”) is made this 30th day of January, 2006, by and
between LVRH PROPERTIES LLC, a Nevada limited-liability company (“Landlord”) and LAS VEGAS REHABILITATION
HOSPITAL, a Nevada limited-liability company (“Tenant”) with respect to the demise by Landlord to Tenant of
that certain premises described as 9175 W, Oquendo Road, Las Vegas, Nevada and shown on the Site Plan attached as Exhibit
A hereto, (all of such premises collectively, the “Demised Premises”),


 


NOW, THEREFORE, for
and in consideration of the covenants and agreements set forth herein, Landlord arid Tenant agree as follows:


 


		1.	Grant of Leasehold. Landlord hereby demises and
leases the Demised Premises to Tenant for the period, at the rental rate, and subject to the other terms and conditions set forth
herein.



 


2.         Demised
Premises. Landlord shall construct upon the Demised Premises a shell building containing approximately fifty thousand (50,000)
square feet as provided in Exhibit B (attached) (the “Building’”). There shall be no deduction or
exclusion for any square feet of the Building included within the Demised Premises by reason of corridors, interior partitions
or any other interior construction, improvements or equipment. The actual number of square feet of the Building shall be deemed
to be equal to the aforementioned approximation.


 


3.         Term.


 


a.           Base
Term. Unless terminated earlier as provided herein, the term of this Lease (as extended from time to time and until the term
hereof expires or is terminated hereunder, the “Term “) shall be for a period of ten (10) years, beginning at
1:00 A.M. on the earlier of the following dates: (i) the day after Landlord receives a Certificate of Occupancy or Temporary Certificate
of Occupancy for the Demised Premises, issued by the applicable building department in the municipality in which the Demised Premises
is located, upon completion of Landlord’s Work (as hereinafter defined); or (ii) the date Tenant commences to do business in, upon
or from the Demised Premises (the “Commencement Date”), Lessee shall execute, within seven (7) days of Landlord’s
request, a Memorandum of Lease in form acceptable to Landlord, reflecting the existence and duration of the Lease, the location
of the Demised Premises, and such other information as Landlord may reasonably request, which Memorandum may be placed of record
by Landlord.


 


b.         Extension
Options. So long as no “Event of Default” (as hereinbelow defined) is in effect at the time of such exercise
by Tenant, Tenant shall have two consecutive rights to extend the Term of this Lease by a period of ten (10) years per
each such extension option; provided, however, that upon any such extension of the Term all of the remaining terms and conditions
hereof (including, without limitation, the cost of living adjustments to Base Rent set forth in Section 4(a) below) shall remain
in force and effect; provided further, that to exercise any such option Tenant must give Landlord written notice of such exercise,
in accordance with the provisions hereof, not less than six (6) months prior to the date that the Term would otherwise expire.


 




     


     


    

  


c.        Holdover.
Tenant shall vacate the Demised Premises on the expiration or earlier termination of this Lease. Tenant shall reimburse Landlord
for and indemnify and hold Landlord harmless against all damages, claims, losses, penalties, charges, and expenses (including
reasonable attorneys’ fees) incurred by Landlord resulting from any delay by Tenant in vacating the Demised Premises. If
Tenant does not vacate the Demised Premises upon the expiration or earlier termination of the Lease, Tenant’s occupancy
of the Demised Premises shall be a tenancy at sufferance, subject to all the terms of this Lease applicable to a tenancy at sufferance,
except that the “Base Rent” (as hereinafter defined) then in effect shall be equal to one hundred fifty percent (150%)
of the Base Rent in effect immediately prior to the expiration or earlier termination of this Lease. Nothing contained in this
paragraph shall be construed as consent by Landlord to any holding over by Tenant of the Demised Premises, and Landlord expressly
reserves the right to require Tenant to surrender possession of the Demised Premises to Landlord upon the expiration or earlier
termination of the Lease.


 


4.         Rent.


 


a.          Base
Rent. Subject to adjustment as hereinafter provided, Tenant shall pay Landlord as base rent (“Base Rent”) for
the Term of this Lease the sum of TWO DOLLARS FIFTY CENTS ($2.50) per square foot of the Demised Premises (i.e., $225,000)
per month in advance on the first day of each month during the Term of this Lease beginning on the Commencement Date. If the
Commencement Date is not the first day of a calendar month then: (i) Base Rent for such fractional portion of the first month shall
be due on the Commencement Date, and (ii) the Base Rent due for such fractional month shall be prorated based upon the actual number
of days in such fractional month.


 


b.        Cost
of Living Adjustment. Cost of Living Adjustment. The Base Rent shall be increased from the amount then in effect on
the first day of the thirteenth (13th) full calendar month following the Commencement Date and on each annual anniversary thereof
(each, an “Adjustment Date “) during the Term of the Lease (including any extension option periods) in the amount
of three percent (3%) per year of the Base Rent amount then in effect. Landlord shall notify Tenant of each increase by
delivering a written statement setting forth the new amount of the Base Rent. Tenant shall pay the new Base Rent from its effective
date until the next annual increase,


 


c.         Utilities.
Tenant shall in respect of all periods of the Term pay all costs and charges of any kind (including all usage charges) for
the provision of all utilities and services at the Demised Premises, including without limitation water, gas, heat, electricity,
power, garbage service, air conditioning, telephone service, sewer service charges and sewer rentals charged or attributable to
the Demised Premises, cleaning of the Demised Premises and all other services or utilities used in, upon or about the Demised Premises
by Tenant or any of its subtenants, licensees, or concessionaires during the term hereof (collectively “Utilities and
Services”). Tenant shall contract with, and pay directly to the appropriate supplier the cost of all Utilities and Services
supplied to the Demised Premises.


 




    	 	-2-	 



     


    

 


d.        Property
Taxes. Tenant shall in respect of all periods of the Term pay all real property taxes and general and special assessments
on the Demised Premises, and shall pay all taxes charged against trade fixtures, utility installations, furnishings, equipment
or any other personal properly belonging to Tenant. Except to the extent Landlord elects to bill for any taxes and/or assessments
under Section 4(f) below, Landlord shall forward to Tenant in a timely manner all bills and notices with respect to such
real property taxes and assessments as are received by Landlord from third parties, and within five (5) days after request by
Landlord (and in no event less than quarterly), Tenant shall provide Landlord with written evidence of each such payment,


 


e.         Other
Costs. The parties acknowledge that this Lease is intended to be a fully net lease to the Landlord and that Tenant shall be
responsible for all costs and expenses of any kind or nature incurred in connection with the ownership or operation of the Demised
Premises including, without limitation; those set forth in Sections 4(c) and 4(d) hereinabove; all repairs required to be made
to the Demised Premises, except to the extent of such roof or structural repairs as are expressly required to be made by Landlord
pursuant to Section 9 hereinbelow; all costs of landscaping, parking, sweeping, maintenance and repairs, power, water, other
utilities, decorative features, wages for on-site cleaning, parking, and/or security personnel, management fees, insurance premiums
and deductibles, license and permit fees and associated costs, professional fees, waste disposal (except as set forth below), heating,
ventilation and air conditioning costs and repairs, and materials and supplies. Tenant shall be solely responsible (and at its
sole cost and expense) for all waste disposal including all medical, special, infectious, and other waste disposal and for all
Hazardous Waste disposal and Tenant shall in all respects indemnify, defend (with counsel designated by Landlord) and hold Landlord
harmless with respect thereto.


 


f.            Monthly
and Other Payment of Non-Base Rent Charges. Landlord may in its discretion from time to time estimate the aggregate amount
of all charges to be paid by Tenant hereunder other than for Base Rent and bill Tenant for one-twelfth of such amount on a monthly
rental invoice, in which event such billed amount must be paid punctually together with the Base Rent due (it being understood
that such additional amount shall for all purposes be treated as “Rent” hereunder). Promptly after each anniversary
of the Commencement Date, Landlord shall calculate the actual sum that would be due under this Lease (i.e., for all charges from
Tenant other than for Base Rent) in respect of the 12-month period immediately prior to such anniversary and refund any overpaid
amount resulting from Tenant’s prior monthly payments or bill Tenant for any underpaid amount resulting notwithstanding Tenant’s
prior monthly payments (with any underpaid sum to be due promptly upon billing). In addition to the foregoing, Landlord may from
time to time in its discretion establish such further procedures with respect to payment of non- Base Rent sums due under this
Lease as Landlord may from time to time reasonably designate.


 




    	 	-3-	 



     


    

 


g.            Payment. Each
payment of rent or any other obligation of the Tenant shall be paid in lawful money of the United States of America
without prior demand or notice and without any deduction, set off or counterclaim whatsoever by delivering the rent payment
including all adjustments thereto  to the office of the Landlord or at such other place or places as may from time to time be
designated in writing by the Landlord. All sums to be paid under this Lease by Tenant, including, without limitation, all
Base Rent, and all other charges required to be paid under this Section 4, shall for all purposes be deemed to be
“Rent.”


 


5.         Possession
and Surrender of Demised Premises.


 


a.           Acceptance
of Demised Premises. Tenant shall by entering upon and occupying the Demised Premises be deemed to have accepted the Demised
Premises in its “as is” condition as of the Commencement Date, subject to all recorded matters and laws. Tenant acknowledges
that neither Landlord nor its agents have made any representations or warranties as to the suitability or fitness of the Demised
Premises for the conduct of Tenant’s business or for any other purpose, nor has Landlord or its agents or employees agreed
to undertake any alterations or construct any further tenant improvements to the Demised Premises except as expressly provided
in this Lease. Notwithstanding anything to the contrary, upon Landlord’s request Tenant shall hereafter execute and deliver
such Memorandum of Commencement Date, in form reasonably designated by Landlord, certifying the date that is the Commencement
Date, Tenant’s acceptance and approval of the Demised Premises without reservation, and such other matters as Landlord may
reasonably request.


 


b.           Removal
of Tenant’s Property. Upon the expiration or sooner termination of the term of this Lease, Tenant shall, at its sole
cost and expense, remove all personal property and trade fixtures which Tenant has installed or placed on the Demised Premises
(all of which are hereinafter referred to as “Tenant’s property”) from the Demised Premises and repair
all damage thereto resulting from such removal and Tenant shall thereupon surrender the Demised Premises in the same condition
as on the date when the Demised Premises was ready for occupancy, reasonable wear and tear excepted. In the event Tenant shall
fail to remove any of Tenant’s property as provided herein, Landlord may, but is not obligated to, at Tenant’s expense,
remove all of such property not so removed and repair all damage to the Demised Premises resulting from such removal, and Landlord
shall have no responsibility to Tenant for any loss or damage to said property caused by or resulting from such removal or otherwise.


 


6.          Use
of Demised Premises. The Demised Premises are leased to Tenant solely for the operation of a rehabilitation hospital and uses
incidental thereto. Tenant shall continuously use the Demised Premises for this purpose and shall not use or allow to be used the
Demised Premises, or any portion thereof, for any other purpose or purposes whatsoever without Landlord’s prior written consent.
Tenant shall conduct business under the trade name of “DESERT CANYON REHABILITATION HOSPITAL” and no other without
prior written consent of Landlord.


 




    	 	-4-	 



     


    

 


a.        Tenant’s
Duty to Keep Demised Premises Repaired and in Good Order. Tenant shall keep and maintain in good order, condition, and repair
(including any such replacement and restoration as is required for that purpose) the Demised Premises and every part thereof and
any and all appurtenances thereto wherever located, including, but not limited to, the exterior and interior portion of all doors,
door checks, windows, plate glass, store front, all plumbing and sewage facilities within the Demised Premises, fixtures, heating
and air conditioning and electrical systems, sprinkler system, if any, and walls, floors and ceilings, and any work performed
by or on behalf of Tenant after the Commencement Date. Tenant shall also keep and maintain in good order, condition and repair
(including any such replacement and restoration as is required for that purpose) any special equipment, fixtures or facilities
other than the usual and ordinary plumbing and utility facilities, which special facilities shall include but not be limited to
grease traps, located outside the Demised Premises. Tenant shall contract with a service company for the maintenance of air-conditioning
equipment, with a copy of the service contract to be furnished to the Landlord within ten (10) days after opening for business,
and a copy of any subsequent contracts to be furnished from time to time during the Term of this Lease. Landlord agrees to assign
to Tenant any warranties Landlord may have pertaining to those parts of the Demised Premises Tenant is responsible for maintaining
hereunder. Tenant shall store all trash and garbage in metal containers located where designated by Landlord and so as not to
be visible or create a nuisance to customers and business invitees in the Demised Premises, and so as not to create or permit
any health or fire hazard and arrange for the prompt and regular removal thereof. If Tenant fails to maintain or repair the Demised
Premises as required hereunder, Landlord may, upon ten (10) days prior notice to Tenant (except that no notice shall be required
in the case of an emergency), enter the Demised Premises and perform such maintenance or repair on behalf of Tenant, In such case,
Tenant shall reimburse Landlord for all costs incurred in performing such maintenance or repair, immediately upon demand.


 


b.        Compliance
with Law; Due Licensure of Medical Personnel. Tenant will not use the Demised Premises or any portion thereof: (i) in violation
of any law, ordinance, rule, regulation, certificate of occupancy, or (ii) for any business or purpose that creates risks of fire
or other hazards that would in any way increase, suspend or void the rate or amount of insurance of any type to the Landlord on
any part of the Demised Premises. Tenant shall at all times during the Term of this Lease, and at Tenant’s sole cost and
expense, comply with all governmental rules, regulations, ordinances, statutes and laws, (including, without limitation, the Americans
with Disabilities Act of 1990 (and all rules and regulations promulgated thereunder)), and the orders and regulations of the National
Board of Fire Underwriters or any other body now or hereafter exercising similar functions, now or hereafter in effect pertaining
to the use, occupancy, condition or alteration of the Demised Premises, Landlord makes no representation or warranty as to the
condition of the Demised Premises with respect to any law or the suitability of the Demised Premises for Tenant’s intended
use or whether such use complies with any or all laws. Tenant covenants that all persons who furnish medical services or related
activities of any kind at the Demised Premises shall be and remain appropriately licensed and in good standing with the applicable
state licensing board(s) and any applicable federal, state or local certification or licensing agency or office.


 


c.        Compliance
with Rules and Regulations. Tenant hereby covenants and agrees that it, its agents, employees, servants, contractors, subtenants
and licensees shall abide by the rules and regulations set forth above and such additional rules and regulations hereafter adopted
and amendments and modifications of any of the foregoing as Landlord may, from time to time, adopt for the safety, care and cleanliness
of the Demised Premises, for the preservation of good order thereon,


 




    	 	-5-	 



     


    

 


d.        Use
of Plumbing. The plumbing facilities in the Demised Premises shall not be used for any other purpose than that for which they
are constructed, and no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage or damage
resulting from a violation of this provision shall be borne by Tenant who shall, or whose employees, agents, servants, customers
or invitees shall have caused it.


 


e.        Pest
Control. Tenant shall keep the Demised Premises free from pests and vermin.


 


f.        Trash.
Tenant shall not burn any trash or garbage of any kind in or about the Demised Premises.


 


g.        Insurance.
Tenant shall, at Tenant’s expense, maintain property insurance on the Demised Premises and appurtenant structures in
such amount as Landlord and any mortgagees may deem necessary or appropriate. In addition, Tenant shall, at Tenant’s expense,
obtain and keep in force at all times during the Term of the Lease, a policy or policies of insurance covering loss or damage
to all of the improvements, betterments, personal property, utility installations, trade fixtures, furnishings, and business contents
located within the Demised Premises, in the amount of one hundred percent (100%) of the full replacement value thereof as reasonably
ascertained by the Tenant’s insurance carrier against risks of direct physical loss or damage, normally covered in an “all
risk” policy (including the perils of flood and surface waters), as such term is used in the insurance industry; provided, however,
that Tenant shall have no obligation to insure against earthquakes or against acts of terror. The proceeds of such insurance shall
be used for the repair or replacement of the property so insured (including, without limitation, any repair or replacement of
such property in accordance with Section 16 below).


 


Tenant shall, at Tenant’s
expense, maintain a policy of Commercial General Liability insurance insuring Tenant and as additional insureds, Landlord and any
of Landlord’s mortgagees, against liability arising out of the ownership, use, occupancy or maintenance of the Premises, Such insurance
shall be on an occurrence basis providing single-limit coverage in an amount not less than Two Million Dollars ($2,000,000) per
occurrence. The initial amount of such insurance shall be subject to periodic increases upon reasonable demand by Landlord based
upon inflation, increased liability awards, recommendation of professional insurance advisers, and other relevant factors. However,
the limits of such insurance shall not limit Tenant’s liability nor relieve Tenant of any obligation hereunder.


 


Insurance required
to be maintained by Tenant hereunder shall be in companies holding a “General Policyholders’ Rating” of
B-plus or better and a “financial rating” of 10 or better, as set forth in the most current issue of “Best’s Insurance
Guide,” or such comparable ratings as Landlord shall approve, in its sole discretion. Tenant shall promptly deliver to Landlord,
within thirty (30) days of the Commencement Date, original certificates evidencing the existence and amounts of such insurance.
No such policy shall be cancelable or subject to reduction of coverage except after thirty (30) days prior written notice to Landlord.
Tenant shall, within thirty (30) days prior to the expiration, cancellation or reduction of such policies, furnish Landlord with
renewals or “binders” thereof. Tenant shall not do or permit to be done anything which shall invalidate the insurance
policies required under this Lease.


 


Tenant shall obtain
from the issuers of the insurance policies referred to in this Lease a waiver of subrogation provision in said policies (with respect
to Landlord) and Tenant hereby releases and relieves Landlord, and waives any and all rights of recovery against Landlord, or against
the employees, officers, agents and representatives of Landlord, for loss or damage arising out of or incident to the perils required
to be insured against under this Lease which perils occur in, on or about the Demised Premises, whether due to the negligence of
Landlord or Landlord’s or their agents, employees, contractors or invitees.


 


h.        Signs.
Tenant shall not place any signs on the exterior of the Demised Premises without Landlord’s consent, which consent shall
not be unreasonably withheld.


 


i.         Hazardous
Substances, Including Medical, Special, and Infectious Waste. The term “Hazardous Substance” as used in
this Lease shall mean any product, substance, chemical, material or waste (i.e., whether medical, special, infectious, or otherwise),
whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or
effect, either by itself or in combination with other materials expected to be on the Demised Premises, is: (i) potentially injurious
to the public health, safety or welfare, the environment, or the Demised Premises; (ii) regulated or monitored by any governmental
authority; or (iii) a basis for potential liability of Landlord to any governmental agency or third party under any applicable
statute or common law theory. Hazardous Substance shall include, but not be limited to, hydrocarbons, petroleum, gasoline, crude
oil or any products or by-products thereof, or any hazardous or toxic substance, material or waste, regulated or listed pursuant
to any federal, state or local environmental law, including without limitation, the Clean Air Act, the Clean Water Act, the Toxic
Substances Control Act, the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and
Recovery Act, the Federal Insecticide, Fungicide, Rodenticide Act, the Safe Drinking Water Act, and the Occupational Safety and
Health Act., Tenant shall not engage in any activity in or about the Demised Premises which constitutes a “Reportable
Use” (as hereinafter defined) of Hazardous Substances without the express prior written consent of Landlord and compliance
in a timely manner (at Tenant’s sole cost and expense) with all Applicable Requirements (as defined below). “Reportable
Use” shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report,
notice, registration or business plan is required to be filed with, any governmental authority, and (iii) the presence in, on
or about the Demised Premises of a Hazardous Substance with respect to which any Applicable Requirements require that a notice
be given to persons entering or occupying the Demised Premises or neighboring properties. Notwithstanding the foregoing, Tenant
may, without Landlord’s prior consent, but upon notice to Landlord and in compliance with all Applicable Requirements, use
any ordinary and customary materials reasonably required to be used by Tenant in the normal course of the uses permitted under
Section 6 of the Lease, so long as such use is not a Reportable Use and does not expose the Demised Premises or neighboring properties
to any meaningful risk of contamination or damage or expose Landlord to any liability therefor. In addition, Landlord may (but
without any obligation to do so) condition its consent to any Reportable Use of any Hazardous Substance by Tenant upon Tenant’s
giving Landlord such additional assurances as Landlord, in its reasonable discretion, deems necessary to protect itself, the public,
the Demised Premises and the environment against damage, contamination or injury and/or liability therefor, including but not
limited to the installation (and, at Landlord’s option, removal on or before Lease expiration or earlier termination) of
reasonably necessary protective modifications to the Demised Premises.


 




    	 	-6-	 



     


    

  


To the extent necessary
to Tenant’s business and consistent with the prudent operation of Tenant’s business and all applicable laws, roles, and regulations,
Tenant may store and/or utilize Hazardous Substances; provided, however, that Tenant shall from time to time furnish Landlord with
a comprehensive list of all such Hazardous Materials (i.e., medical, special, infectious, or otherwise) so stored and/or utilized
at the Demised Premises. In addition, prior to the installation and use of any equipment, Tenant shall provide Landlord with a
list of such equipment and its intended use; a list of any Hazardous Substances which will be used or generated in connection with
such equipment; and Tenant’s proposed procedures for the use, storage and disposal of any Hazardous Substances, including, but
not limited to, the procedure for silver recovery for any radiology equipment.


 


If Tenant knows, or
has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Demised Premises,
other than as set forth above or as previously consented to by Landlord, Tenant shall immediately give Landlord written notice
thereof, together with a copy of any statement, report, notice, registration, application, permit, business plan, license, claim,
action, or proceeding given to, or received from, any governmental authority or private party concerning the presence, spill, release,
discharge of, or exposure to, such Hazardous Substance including but not limited to all such documents as may be involved in any
Reportable Use involving the Demised Premises, Tenant shall not cause or permit any Hazardous Substance to be spilled or released
in, on, under or about the Demised Premises (including, without limitation, through the plumbing or sanitary sewer system).


 


Tenant shall indemnify,
protect, defend and hold Landlord, its agents, employees, lenders and ground lessor, if any, and the Demised Premises, harmless
from and against any and all damages, liabilities, judgments, costs, claims, liens, expenses, penalties, loss of permits and attorneys’
and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Demised Premises by or for Tenant or
by anyone under Tenant’s control. Tenant’s obligations under this paragraph shall include, but not be limited to, the effects of
any contamination or injury to person, property or the environment created or suffered by Tenant, and the cost of investigation
(including consultants’ and attorneys’ fees and testing), removal, remediation, restoration and/or abatement thereof, or of any
contamination therein involved, and shall survive the expiration or earlier termination of this Lease. No termination, cancellation
or release agreement entered into by Landlord and Tenant shall release Tenant from its obligations under this Lease with respect
to Hazardous Substances, unless specifically so agreed by Landlord in writing at the lime of such agreement.


 




    	 	-7-	 



     


    

  


Tenant shall, at
Tenant’s sole cost and expense, fully, diligently and in a timely manner, comply with all “Applicable
Requirements” which term is used in this Lease to mean all laws, rules, regulations, ordinances, directives,
covenants, easements and restrictions of record, permits, the requirements of any applicable fire insurance underwriter or
rating bureau, and the recommendations of Landlord’s engineers and/or consultants, relating in any manner to the
Demised Premises (including but not limited to matters pertaining to (i) industrial hygiene, (ii) environmental conditions
on, in, under or about the Demised Premises, including soil and groundwater conditions, and (iii) the use, generation,
manufacture, production, installation, maintenance, removal, transportation, storage, spill, or release of any Hazardous
Substance), now in effect or which may hereafter come into effect. Tenant shall, within five (5) days after receipt of
Landlord’s written request, provide Landlord with copies of all documents and information, including but not limited to
permits, registrations, manifests, applications, reports and certificates, evidencing Tenant’s compliance with any
Applicable Requirements specified by Landlord, and shall immediately upon receipt, notify Landlord in writing (with copies of
any documents involved) of any threatened or actual claim, notice, citation, warning, complaint  or report pertaining to or
involving failure by Tenant or the Demised Premises to comply with any Applicable Requirements.


 


Landlord, Landlord’s
agents, employees, contractors and designated representatives, and any mortgagee under a mortgage or beneficiary under a deed of
trust encumbering the Demised Premises shall have the right to enter the Demised Premises at any time in the case of an emergency,
and otherwise at reasonable times, for the purpose of inspecting the condition of the Demised Premises and for verifying compliance
by Tenant with this Lease and all Applicable Requirements, and Landlord shall be entitled to employ experts and/or consultants
in connection therewith to advise Landlord with respect to Tenant’s activities, including but not limited to Tenant’s installation,
operation, use, monitoring, maintenance, or removal of any Hazardous Substance on or from the Demised Premises. The costs and expenses
of any such inspections shall be paid by the party requesting same, unless a default of this Lease by Tenant or a violation of
Applicable Requirements or a contamination, caused or materially contributed to by Tenant, is found to exist or to be imminent,
or unless the inspection is requested or ordered by a governmental authority as the result of any such existing or imminent violation
or contamination. In such case, Tenant shall upon request reimburse Landlord or Landlord’s Mortgagee, as the case maybe, for the
costs and expenses of such inspections.


 




    	 	-8-	 



     


    

 


7.         Alteration
and Improvements. Tenant shall not make any additions, alterations, improvements or changes (“improvements”)
in or to the Demised Premises without the prior written approval of Landlord, which approval shall not be unreasonably withheld.
In no event shall any consent be granted if Tenant is in default hereunder. Notwithstanding the foregoing, Tenant shall have the
right to make improvements without Landlord’s consent where such improvements; (i) are non-structural; (ii) do not affect
the electrical, mechanical, plumbing, HVAC or other systems of the building containing the Demised Premises; and (iii) cost no
more than One Hundred Thousand Dollars ($]00,000) in any calendar year. Any improvements shall be made promptly and in
a good and workmanlike manner and in compliance with all insurance requirements and with all applicable permits, authorizations,
building regulations, zoning laws and all other governmental rules, regulations, ordinances, statutes and laws, now or hereafter
in effect pertaining to the Demised Premises or Tenant’s use thereof shall be performed in such manner as not to delay or
impose any additional expense upon Landlord in construction, maintenance or operation of the building containing the Demised Premises.
Throughout the performance of improvements, Tenant, at its expense, shall carry, or cause to be carried, workers’ compensation
insurance in statutory limits, and general liability insurance for any occurrence in or about the Demised Premises, of which Landlord
and its managing agent shall be named as additional parties insured, in such limits as Landlord may reasonably prescribe. Tenant
further covenants and agrees that any mechanic’s lien filed against the Demised Premises for work claimed to have been done
for, or materials claimed to have been furnished to Tenant, will be discharged by Tenant, by bond or otherwise, within ten (10)
days after the filing thereof, at the cost and expense of Tenant.


 


8.         Liens.
Tenant shall at all times indemnify, save, and hold Landlord and the Demised Premises, free, clear and harmless from any claims,
liens, demands, charges, encumbrances, litigation and judgments arising directly or indirectly out of any use, occupancy or activity
of tenant, or any person or entity holding through or under Tenant or out of any work performed, material furnished, or obligations
incurred by Tenant in, upon or otherwise in connection with the Demised Premises. Tenant shall give Landlord written notice at
least ten (10) business days prior to the commencement of any such work on the Demised Premises to afford Landlord the opportunity
of filing appropriate notices of non-responsibility. Tenant shall, at its sole cost and expense, within fifteen (15) days after
filing of any lien of record, obtain the discharge and release thereof. Nothing contained herein shall prevent Landlord, at the
cost and for the account of Tenant, from obtaining said discharge and release in the event Tenant fails or refuses to do the same
within said fifteen (15) day period,


 


9.         Landlord’s
Repairs. Except as set forth herein, Landlord shall have no maintenance, repair or restoration obligations whatsoever under
this Lease or otherwise, Tenant expressly waives the benefit of any statute in effect now or in the future which might give Tenant
the right to make repairs at the Landlord’s expense or to terminate this Lease due to the Landlord’s failure to keep
the Demised Premises in good order, condition, or repair. Notwithstanding anything to the contrary, Landlord shall, at its cost
and expense, be obligated to maintain the roof and structure of the Premises and to make all requisite repairs thereto and restorations
thereof, except to the extent that such maintenance, repair or restoration is required as a result of the willful misconduct or
negligence of Tenant or any of its personnel, patients, agents, licensees or invitees, in which event the cost of such maintenance,
repair or restoration shall be borne by Tenant.


 






    	 	-9-	 



     


    

 


10.       Indemnification.
Tenant hereby covenants and agrees to indemnify, save and hold Landlord harmless from any and all liability, loss, expenses
(including attorney’s fees, judgments, claims, liens and demands of any kind whatsoever) in connection with, (j) Tenant’s
use of the Demised Premises, or (ii) the conduct of Tenant’s business, or (iii) any activity, work or things done in the
Demised Premises, or (iv) any default in the performances of any obligation on Tenant’s part to be performed under the terms
of the Lease, or (v) any negligence of Tenant, or any of Tenant’s agents, contributors or employees. Notwithstanding the
foregoing, Tenant shall not be required to defend, save harmless or indemnify Landlord, and Landlord shall indemnify, save and
hold harmless Tenant, from any liability for injury, loss, accident or damage to any person is or property resulting from Landlord’s
negligence or willful acts or omissions, or those of Landlord’s agents, contractors or employees.


 


11.       Subordination.
Tenant agrees upon request of Landlord to subordinate this Lease and its rights hereunder to the lien of any mortgage, deed
of trust or other encumbrance, together with any renewal, extensions or replacements thereof, now or hereafter placed, charged
or enforced against the Demised Premises, or any portion thereof, or any property of which the Demised Premises is a part, and
to execute and deliver at any time, and from time to time, upon demand by Landlord, such documents as may be required to effectuate
such subordination, and in the event that Tenant shall fail, neglect or refuse to execute and deliver any such documents to be
executed by it, Tenant hereby appoints Landlord, it successors and assigns, the attorney-in-fact of Tenant irrevocably to execute
and deliver any and all such documents for and on behalf of Tenant; provided, however, Tenant shall not be required to effectuate
such subordination, nor shall Landlord be authorized to effectuate such subordination on behalf of Tenant, unless the mortgagee
or beneficiary named in such mortgage, deed of trust, or other encumbrance shall first agree in writing, for the benefit of Tenant,
that so long as Tenant is not in default under any of the provisions, covenants or conditions of this Lease on the part of Tenant
to be kept and performed, that neither this Lease nor any of the rights to Tenant hereunder shall be terminated or modified or
be subject to termination or modification, nor shall Tenant’s possession of the Demised Premises be disturbed by proceedings
to foreclose said mortgage, deed of trust or other encumbrance. In the event that the mortgagee or beneficiary of any such mortgage
or deed of trust elects to have this Lease a prior lien to its mortgage or deed of trust, then and in such event, upon such mortgagee’s
or beneficiary’s giving written notice to Tenant to that effect, this Lease shall be deemed prior in lien to such mortgage
or deed of trust, whether this Lease is dated prior to or subsequent to the date of recordation of such mortgage or deed of trust.
Tenant shall, in the event any proceedings are brought for the foreclosure of the Demised Premises or in the event of exercise
of the power of sale under any deed of trust made by the Landlord covering the Demised Premises, attorn to the purchaser upon
any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease.


 


12.       Estoppel
Certificate. Upon Landlord’s written request, Tenant shall execute, acknowledge and deliver to Landlord a written statement
certifying; (i) that none of the terms or provisions of this Lease have been changed (or if they have been changed, stating how
they have been changed); (ii) that this Lease has not been canceled or terminated; (iii) the last date of payment of the Base Rent
and other charges and the time period covered by such payment; (iv) that Landlord is not in default under this Lease (or, if Landlord
is claimed to be in default, stating why); and (v) such other matters as may be reasonably required by Landlord or the holder of
a mortgage, deed of trust or lien to which the Demised Premises is or becomes subject. Tenant shall deliver such statement to Landlord
within ten (10) days after Landlord’s request. Any such statement by Tenant may be given by Landlord to any prospective purchaser
or encumbrancer of the Demised Premises. Such purchaser or encumbrancer may rely conclusively upon such statement as true and correct.


 




    	 	-10-	 



     


    

 


If Tenant does not
deliver such statement to Landlord within such ten (10) day period, Landlord, and any prospective purchaser or encumbrancer, may
conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have not been changed
except as otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented
by Landlord; (iii) that not more than one month’s Base Rent or other charges have been paid in advance; and (iv) that Landlord
is not in default under the Lease, In such event, Tenant shall be estopped from denying the truth of such facts.


 


13.       Assignment
and Subletting, Tenant shall not assign, mortgage, pledge, hypothecate or encumber this Lease nor the leasehold estate hereby
created or any interest herein or sublet the Demised Premises or any portion thereof, or license the use of all or any portion
of the Demised Premises without prior written consent of the Landlord which consent shall not be withheld: (i) for any sublease,
so long as Tenant has not subleased in the aggregate over one-third of the Demised Premises giving effect to such sublease; and
(ii) for an assignment, if the proposed assignment is being made to an assignee of good repute with equal or superior credit-worthiness
to that of Landlord, and such assignee will only utilize the Demised Premises as an inpatient rehabilitation hospital. Neither
the consent by Landlord to any assignment or subletting, nor the act of any such assignment or subletting, shall constitute a
waiver of the necessity for such consent to any subsequent assignment subletting, nor shall it constitute a release of any obligations
of Tenant under this Lease. Tenant shall pay all costs, expenses and reasonable attorney’s fees that may be incurred or
paid by Landlord in processing, documenting, or administering any request of Tenant for Landlord’s consent required pursuant
to this Section. If this Lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other
than Tenant, Landlord may collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the rent
herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the
acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained,


 


a.        Assignor
Remains Liable. In the absence of an express agreement in writing to the contrary, executed by Landlord, no assignment, mortgage,
pledge, hypothecation, encumbrance, subletting or license hereof or hereunder shall act as a release of Tenant from any of the
provisions, covenants and conditions of this Lease on the part of Tenant to be kept and performed.


 


b.        No
Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation hereof, or the termination of this
Lease by Landlord pursuant to any provision contained herein, shall not work a merger, but at the option of Landlord, shall either
terminate any or all existing subleases or sub-tenancies, or operate as an assignment to the Landlord of any and all such subleases
or sub-tenancies.


 




    	 	-11-	 



     


    

 


14.        Insolvency.
It is understood and agreed that neither this Lease nor any interest herein or hereunder, nor any estate hereby created in
favor of Tenant, shall pass by operation of law under any state or federal insolvency or bankruptcy act, or any similar law now
or hereafter in effect, to any trustee, receiver, assignee for the benefit of creditors, or any other person whomsoever without
the express prior written consent of Landlord.


 


15.       Condemnation.
Should the whole or any part of the Demised Premises be condemned or taken by a competent authority for any public or quasi-public
purpose, all awards payable on account of such condemnation and taking shall be payable to Landlord, and Tenant hereby waives
any and all interest therein. If the whole of the Demised Premises shall be so condemned and taken, then this Lease shall terminate
upon such taking. If greater than one-third (1/3) of the floor space of the Demised Premises is condemned or taken, and if the
remaining portion thereof will not be reasonably adequate for the operation of Tenant’s business after Tenant completes
such repairs or alterations as are necessary to restore such part of the Demised Premises to as near its former condition immediately
preceding the taking as the circumstances will permit, either Landlord or Tenant shall have the option of terminating this Lease
by notifying the other party hereto of such election in writing within twenty (20) days after such taking. If by such condemnation
and taking one-third (1/3) or less of the Demised Premises has been taken, or if a part only of the Demised Premises is taken
and the remaining part thereof is suitable for the purposes for which Tenant has leased said premises, this Lease shall continue
in full force and effect, and Tenant shall proceed with reasonable diligence to restore such part of the Demised Premises to as
near its former condition immediately preceding the taking as the circumstances will permit, but the Base Rent shall be reduced
in an amount equal to that proportion of the Base Rent which the floor space of the portion taken bears to the total floor space
of the Demised Premises. Landlord shall reimburse Tenant for Tenant’s reasonable restoration costs, to the extent Landlord
has recovered same from the condemning authority, within thirty (30) days after Landlord’s receipt of Tenant’s written
demand and documentation evidencing the cost of such restoration.


 


16.       Destruction
of Premises. In the case of (i) the total destruction of the Demised Premises or any portion thereof substantially interfering
with Tenant’s use of the Demised Premises, whether by fire or other casualty, not caused by the default or negligence of
Tenant, its agents, employees, servants, contractors, subtenants, licensees, customers or business invitees, or (ii) in the event
any mortgagee under a mortgage or beneficiary under a deed of trust hold a lien encumbering the Demised Premises shall require
payments of insurance proceeds, or (iii) in the event of a natural uninsured loss to the Demised Premises, Landlord, at its option,
may terminate this Lease by notifying Tenant of such termination within ninety (90) days after the date of such casualty. If Landlord
does not thus elect to terminate the Lease, Tenant shall repair such damage within 180 days, this Lease shall not terminate, but
shall continue in full force and effect. If this Lease is terminated pursuant to this Section and if Tenant is not in default
hereunder, rent shall be prorated as of the date of termination, and all rights and obligations hereunder shall cease and terminate.


 




    	 	-12-	 



     


    

 


a.         Lease
Does Not Terminate If Damage by Tenant. Notwithstanding the foregoing provisions, in the event the Demised Premises, or any
portion thereof, shall be damaged by fire or other casualty due to the fault or negligence of Tenant, its agents, employees, servants,
contractors, subtenants, licensees, customers or business invitees, then, without prejudice to any other rights and remedies of
Landlord, this Lease shall not terminate, the damage shall be repaired by Tenant, and there shall be no apportionment or abatement
of any rent.


 


b.        Insurance
Proceeds. All insurance proceeds payable under any fire and extended coverage risk insurance required to be maintained by
Tenant pursuant to this Lease shall be payable solely to Landlord or any mortgagee under a mortgage or beneficiary under a deed
of trust holding a lien encumbering the Demised Premises (as their respective interests shall appear) to be held and applied to
the cost of restoring the Demised Premises, and Tenant shall have no interest therein, except that Tenant shall be entitled to
all insurance proceeds payable for the destruction of Tenant’s personal property (in no event, however, shall Tenant be
entitled to insurance proceeds with respect to destruction of any improvements, betterments or fixtures on the Demised Premises).
Tenant shall also deposit with Landlord the amount of any deductible required under any insurance policy covering fire or other
casualty. If for any reason any portion lot the cost to restore the Demised Premises is not covered by insurance, then Tenant
shall pay to Landlord, upon demand, any cost or expense that is not so covered. Such repair and restoration shall be performed
by properly insured and licensed contractors, in accordance with plans and specifications approved by Landlord, and shall comply
with the requirements of this Lease and all applicable laws, codes and regulations. In the event Landlord is required to pay any
portion of such restoration or repair costs, Tenant shall reimburse Landlord therefor, together with interest at twelve percent
(12%) per year, within ten (10) days after receiving demand therefor from Landlord. Tenant shall in no. case be entitled to compensation
for damages on account of any annoyance or inconvenience in making repairs under any provision of this Lease. Neither the rent
payable by Tenant nor any of Tenant’s other obligations under any provisions of this Lease shall be affected by any damage
to or destruction of the Demised Premises or any portion thereof by any cause whatsoever. Notwithstanding anything to the contrary
set forth above, if such damage or destruction shall occur during the last two (2) years of the Lease, Tenant shall not be required
to repair or restore the Demised Premises, provided that all insurance proceeds and deductibles required to be paid to Landlord
above are paid to Landlord, and Tenant shall pay to Landlord all rent and all other sums due under this Lease for the remainder
of the Term of this Lease.


 


c.        Tenant
must Notify Landlord of Damage. If Tenant becomes aware of any casualty affecting the Demised Premises, Tenant shall notify
Landlord in writing as to the details pertaining to such casualty (so far as known to Tenant) within forty-eight (48) hours after
Tenant gains knowledge of such casualty.


 




    	 	-13-	 



     


    

 


17.      Expenditures
by Landlord. Whenever under any provision of this Lease, Tenant shall be obligated to make any payment or expenditure, or
to do any act or thing, or to incur any liability whatsoever, and Tenant fails, refuses or neglects to perform as herein required,
Landlord shall be entitled, but shall not be obligated, to make any such payment or to do any such act or thing, or to incur any
such liability, all on behalf of and at the cost and for the account of Tenant. In such event, the amount thereof with interest
thereon at the rate of 12% per year or at the maximum rate per annum rate allowed by law, if lower than 12%, at the time and said
sum shall constitute and be collectable as additional rent on demand,


 


18.        Default.
Tenant’s compliance with each and every covenant and obligation hereof on its part to be performed hereunder is a condition
precedent to each and every covenant and obligation of Landlord hereunder. Landlord shall have all the rights and remedies provided
in this Section or elsewhere herein, in the event that:


 


a.         Tenant
shall default in the payment or any sum of money required to be paid hereunder and such default continues for ten (10) days after
written notice thereof from Landlord to Tenant; or


 


b.         Tenant
shall default in the performance of any other provision, covenant or condition of this Lease on the part of Tenant to be kept and
performed and such default continues for twenty (20) days after written notice thereof from Landlord to Tenant; provided, however,
that if the default complained of in such notice is of such a nature that the same can be rectified or cured, but cannot with reasonable
diligence be done within said thirty (30) day period, then such default shall be deemed to be rectified or cured if Tenant shall,
within said thirty (30) day period, commence to rectify and cure the same and shall thereafter complete such rectification and
cure with all due diligence, and in any event, within sixty (60) days from the date of giving such notice; or


 


c.        Tenant
should vacate or abandon the Demised Premises during the Term of this Lease;


 


d.        There
is filed any petition in bankruptcy or the Tenant is adjudicated as a bankrupt or insolvent, or there is appointed a receiver or
trustee to take possession of Tenant or of all or substantially all of the assets of Tenant, or there is a general assignment by
Tenant for the benefit of creditors, or any action is taken by or against Tenant under any state or federal insolvency or bankruptcy
act, or any similar law now or hereafter in effect, including, without limitation, the filing of execution or attachment against
Tenant and such levy continues in effect for a period of twenty (20) days.


 


e.        In
the event of a default as designated in this Section or elsewhere herein, in addition to any other rights or remedies provided
for herein or at law or in equity, Landlord, at its sole option, shall have the following rights:


 


(1)           The right
to declare the Term of this Lease ended and to reenter the Demised Premises and lake possession thereof, and to terminate all of
the rights of Tenant in and to the Demised Premises, or


 




    	 	-14-	 



     


    

 





(2)           The
right without declaring the Term of this Lease ended, to reenter the Demised Premises and to occupy the same, or any portion thereof,
for or on account of Tenant as hereinafter provided, applying any monies received first to the payment of such expenses as Landlord
may have paid, assumed or incurred in recovering possession of the Demised Premises, including costs, expenses of attorney's fees
in placing the same in good order and condition, or preparing or altering the same for reletting, and all other expenses, commissions
and charges paid, assumed or incurred by Landlord in or in connection with reletting the Demised Premises and then to the fulfillment
of the covenants of Tenant. Any such reletting as provided for herein may be for the remainder of the Term of this Lease or for
a longer or shorter period. Such reletting shall be for such rent and on such other terms and conditions as Landlord, in its sole
discretion, deems appropriate. Landlord may execute any lease made pursuant to the terms hereof either in Landlord's own name
or in the name of Tenant, or assume Tenant's interest in and to any existing subleases to any tenant of the Demised Premises,
as Landlord may see fit, and Tenant shall have no right or authority whatsoever to collect any rent from such tenants, subtenants,
licensees or concessionaires on the Demised Premises. In any case, and whether or not the Demised Premises or any part thereof
be relet, Tenant, until the end of what would have been the Term of this Lease in the absence
of such default and whether or not the Demised Premises or any part thereof shall have been relet, shall be liable to Landlord
and shall pay to Landlord monthly an amount equal to the amount due as rent hereunder, less the net proceeds for said month, if
any, of any reletting effected for the account of Tenant pursuant to the provisions of this paragraph, after deducting all of
Landlord's expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions,
legal expenses, attorney's fees, expenses of employees, alteration costs, and expenses of preparation for such reletting (all
said costs are cumulative and shall be applied against proceeds of reletting until paid in full), or


 


(3)           The
right, even though it may have relet all or any portion of the Demised Premises in accordance with the provisions of subparagraph
(2) of this section, to thereafter at any time elect to terminate this Lease for such previous default on the part of Tenant,
and to terminate all of the rights of Tenant in and to the Demised Premises. Pursuant to said rights of reentry, Landlord may
remove all persons from the Demised Premises and may, but shall not be obligated to, remove all property therefrom, and may, but
shall not be obligated to, enforce any rights Landlord may have against said property or store the same in any public or private
warehouse or elsewhere at the cost and for the account of Tenant or the owner or owners thereof. Tenant agrees to hold Landlord
free, and harmless of any liability whatsoever for the removal and/or storage of any such property, whether of Tenant or any third
party whomsoever. Anything contained herein to the contrary notwithstanding, Landlord shall not be deemed to have terminated this
Lease or the liability of Tenant to pay any rent or other sum of money thereafter to accrue hereunder, or Tenant's liability for
damages under any of the provisions hereof, by any such reentry, or by any action in unlawful detainer or otherwise to obtain
possession of the Demised Premises, unless Landlord shall have specifically, with reference to this Section, notified Tenant in
writing that it has so elected to terminate this Lease, Tenant covenants and agrees that the service by Landlord pursuant to such
notice shall not (unless Landlord elects to the contrary at the time of, or at any time subsequent to, the service of such
notice thereof to Tenant) be deemed to be a termination
of this Lease or the termination of any liability of Tenant hereunder to Landlord.


 




    	 	-15-	 



     


    

 


f.             No
Waiver. The waiver by Landlord of any default or breach
of any of the provisions, covenants or conditions hereof on the part of Tenant to be kept and performed shall not be a waiver
of any preceding or subsequent breach of the same or any other provision, covenant or condition contained herein. The subsequent
acceptance of rent or any other payment hereunder by Tenant to Landlord shall not be construed to be a waiver of any preceding
breach by Tenant of any provision, covenants or condition of this Lease other than the failure of Tenant to pay the particular
rental or other payment or portion thereof so accepted, regardless of Landlord's knowledge of such preceding breach at the time
of acceptance of such rental or other payment. No payment by Tenant or receipt by Landlord of a lesser amount than the rent herein
provided shall be deemed to be other than on account of the earliest rent due and payable hereunder, nor shall any endorsement
or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord
may accept any such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other
remedy provided in this Lease, This paragraph
may not be waived.


 


19.       Quiet
Possession. Tenant, upon paying the rentals and other payments herein required from Tenant, and upon Tenant's performance
of all of the provisions, covenants and conditions of this Lease on its part to be kept and performed, may quietly have, hold
and enjoy the Demised Premises during the Term of this Lease without any disturbance from Landlord or from any other person claiming
through Landlord, however, Landlord and its agents shall have free access to the Demised Premises for the purpose of examining
them and Tenant's compliance with this Lease and exhibit them to prospective purchasers and prospective tenants.


 


20.        Sale
by Landlord. In the event of any sale or exchange of the Demised Premises by Landlord, Landlord shall be and is hereby
relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease, arising
out of any act, occurrence or omission relating
to the Demised Premises occurring after the consummation of such sale or exchange. Tenant agrees to attorn to such purchaser or
grantee.


 


23.       Default
by Landlord. It is agreed that in the event Landlord fails or refuses to perform any of the provisions, covenants or
conditions of this Lease on Landlord's part to be kept or performed,
that Tenant, prior to exercising any right or remedy Tenant may have against Landlord on account of such default, shall
give a twenty (20) day written notice to Landlord
of such default, specifying in said notice the default with which Landlord is charged. Notwithstanding any other provision hereof,
Tenant agrees that if the default complained of in the notice provided for by this Section is of such a nature that the same can
be rectified or cured by Landlord, but cannot
with reasonable diligence be rectified or cured within said twenty (20)
day period, then such default shall be deemed to be rectified or cured if Landlord within said twenty (20) day period shall
commence the rectification and curing thereof and shall continue thereafter with all due diligence to cause such rectification
and curing to proceed and so does complete the same, with the use of diligence as aforesaid. The liability of Landlord to Tenant
for any default by Landlord under the terms of this Lease shall be limited to the lesser of: (i) the interest of Landlord in the
Demised Premises; or (ii) the interest Landlord would have in the Demised Premises if the Demised Premises were encumbered by
third party debt in an amount equal to eighty percent (80%) of the value of the Demised Premises (as such value is determined
by Landlord) and Tenant agrees to look solely to such amount for recovery of any judgment from Landlord, it being intended that
Landlord shall not be personally liable for any judgment or deficiency.


 




    	 	-16-	 



     


    

 


22.       Force
Majeure. Whenever a day is appointed herein on which, or a period of time is appointed in which, either party hereto
is required to do or complete any act, matter, or thing, the time for the doing or completion thereof shall be extended by a period
of time equal to the number of days on or during which such party is prevented from, or is unreasonably interfered with, the doing
or completion of such act, matter or things because of labor disputes, civil commotion, war, warlike operation, sabotage, governmental
regulations or control, fire or other casualty, inability to obtain any materials, or to obtain fuel or energy, weather or other
acts of God, or other causes beyond such party's reasonable control (financial inability excepted), provided, however, that nothing
contained herein shall excuse Tenant from the prompt payment of any rent or charge required of Tenant hereunder.


 


23.       Notices.
Any and all notices and demands by or from Landlord to Tenant, or by or from Tenant to Landlord, required or desired
to be given hereunder shall be in writing and shall be validly given or made if served either personally or if deposited in the
United States mail, certified or registered postage prepaid, return receipt requested. If such notice or demand be served by registered
or certified mail in the manner provided herein, service shall be conclusively deemed given three (3) days after mailing or upon
receipt, whichever is sooner.


 


a.             Notice
to Landlord. Any notice or demand to Landlord shall be addressed to Landlord at the address listed on the signature
page of this Lease.


 


b.             Notice
to Tenant. Any notice or demand to Tenant shall be addressed to Tenant at the address listed on the signature page
of this Lease.


 


c.             Change
of Address. Any party herein may change its address for the purpose of receiving notices or demands as herein provided
by a written notice given in the manner aforesaid to the other party hereto.


 


24.       Brokers.
Tenant warrants that it has had no dealings with any broker or agent in connection with this Lease, and covenants to
pay, hold harmless and indemnify Landlord from and against any and all cost, expense or liability for any compensation, commissions
and charges claimed by any broker or agent with respect to this Lease or the negotiations thereof.


 




    	 	-17-	 



     


    

 


25.      Work
Prior to Opening.


 


a.             Landlord's
Work. At Landlord's cost and expense, Landlord shall cause the Demised Premises to be constructed in substantial accordance
with plans and specifications prepared or to be prepared by Landlord's architect. Said construction shall include all work described
in Exhibit B attached hereto and incorporated herein by reference ("Landlord's
Work"). Landlord shall use reasonable efforts to substantially complete Landlord’s Work as soon as is practicable.


 


b.            Tenant's
Work.


 


(1)         Landlord
shall also perform all work described in Exhibit C attached
hereto ("Tenant's Work"). All such Tenant’s
Work shall be promptly and diligently completed in accordance with the terms of this Section 25, and in strict compliance with
zoning, building and other applicable codes, laws and ordinances. The cost of Tenant’s Work shall be borne by Landlord and/or
Tenant as follows: Landlord shall pay for the initial $85 per square
foot (i.e. an aggregate of $4,250,000) of Tenant’s Work ("Landlord‘s
Contribution") and Tenant shall, in accordance with such timing and procedures as Landlord may reasonably designate,
pay all sums in excess thereof.


 


(2)         Tenant
shall promptly furnish Landlord with proof that Tenant has: (i) complied with Landlord’s timing and procedures with respect
to the funding of its share of the costs of Tenant’s Work; and (ii) deposited into an account under Landlord’s control
(the “Tenant’s Construction Contribution Account")
the entire amount Tenant reasonably estimates is necessary to perform Tenant’s Work (the "Tenants
Contribution Funds"), co-terminus with application of Landlord’s Contribution. The Tenant’s Contribution
Funds shall be used solely to pay for the construction and performance of the Tenant's Work pursuant to this Lease. Tenant agrees
that if an “Event of Default" occurs under this
Lease, or if Landlord elects to do so in connection with performing Tenant’s Work as set forth in Section 25(b)(1) above,
Landlord may:


 


(A)         Enter
upon the Demised Premises and take possession of any materials or equipment, and construct, perform and complete the Tenant’s
Work, at the risk and expense of Tenant. Landlord shall have the right at any time to discontinue work commenced by it in respect
of the Tenant’s Work or to change any course of action undertaken and shall not be bound by any limitations or requirements
of time. In connection with any construction of the Tenant’s Work undertaken, Landlord may (i) engage contractors, engineers
and others for the purpose of furnishing labor, materials and equipment in connection with any construction of the Tenant’s
Work, (ii) cause to be paid, settled or compromised, out of the Tenant’s Construction Contribution
Account, all bills or claims which may become liens against the Demised Premises or the Tenant’s Work, or which have
been or may be incurred in connection with the construction, completion and/or
performance of the Tenant’s Work or for the discharge of liens, encumbrances or defects in the title of the Demised
Premises or the Tenant’s Work, and (iii) take such action or refrain from acting under this Lease as Landlord may in its
sole discretion from time to time determine without limitation.


 


(B)         Employ
watchmen at Tenant's expense, out of the Tenant’s Construction Contribution Account, to protect the Tenant’s Work,
including any building materials stored on the Demised Premises, from depreciation or injury.


 




    	 	-18-	 



     


    

 


(C)         For
the purpose of carrying out this Section 25 and exercising these rights, powers and privileges, Tenant hereby irrevocably constitutes
and appoints Landlord as its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform
any acts such as are referred to in this Section 25 in the name and on behalf of Tenant.


 


(D)         Exercise
any other remedies provided under this Lease or applicable law or in equity, any and/or all of which remedies Landlord may exercise
concurrently or consecutively at any time.


 


(3)         At
such time as Landlord or Tenant shall have received the requisite approvals from any municipality or governmental agency having
jurisdiction over the completion of the Tenant’s Work, such party hereto shall provide such documentation to the other party
hereto.


 


(4)         The
provisions of this Section 25 shall survive any termination of this Lease.


 


(5)         "Tenant's
Plans," prepared in conformity with Exhibit C attached hereto, and containing a layout for Tenant’s intended
use of the Demised Premises and exterior sign drawing, are
includedin the Building Plans in Exhibit B.


 


(6)         Tenant
shall not install any fixtures or equipment which can exceed the capacity of any utility facilities serving the Demised Premises.
Any additional utility facilities required in
connection with any equipment installed by Tenant shall be installed at Tenant's expense and shall comply with all applicable
code requirements and with plans and specifications which are approved in writing by Landlord.


 


26.      Miscellaneous
Additional Provisions.


 


a.            Captions.
The captions appearing at the commencement of the sections hereof are descriptive only and for convenience in reference
to this Lease and in no way whatsoever define, limit or describe the scope or intent of this Lease, nor in any way affect this
Lease.


 


b.            Remedies
Cumulative. The various rights, options, elections and remedies of Landlord contained in this Lease shall be
cumulative and no one of them shall be construed as exclusive
of any other, or of any right, priority or remedy allowed or provided for by law and not expressly waived in this Lease.


 




    	 	-19-	 



     


    

 


c.             Successors
and Assigns. Subject to the provisions restricting assignment, the terms, provisions, covenants and conditions contained
in this Lease shall apply to, bind and inure to the benefit of the heirs,
executors, administrators, legal representatives, successors and permitted assigns of Landlord and Tenant, respectively.


 


d.            Partial
invalidity. If any term, provision, covenant or condition of this Lease, or any application thereof, should be held by a court
of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants and conditions of this Lease, and all
applications thereof, not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be
affected, impaired or invalidated thereby.


 


e.             Time
of the Essence. Time is of the essence of this Lease and all of the terms, provisions, covenants and conditions hereof.


 


f.             Entire
Agreement. This Lease contains the entire agreement between the parties and cannot be changed or terminated orally.


 


g.            No
Partnership. Nothing contained in this Lease shall be deemed
or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or
of joint venture or of any association between Landlord and Tenant. Neither the method of computation of rent
nor any other provisions contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship
between Landlord and Tenant other than the relationship of Landlord and Tenant.


 


h.            Attorney's
Fees and Costs. In any action brought by Landlord to enforce any of its rights under or arising from this Lease, Landlord
shall be entitled to receive its cost and legal expenses including reasonable attorney’s fees, whether such action is prosecuted
to judgment or not. The parties hereto shall And they hereby do waive trial by jury in any action, proceeding or counterclaims
brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with
this Lease, the relationship of landlord and tenant, Tenant's use or occupancy of the Demised Premises, and/or any claim of injury
or damage. In the event Landlord commences any proceedings for nonpayment of rent, Tenant will not interpose any counterclaim
of whatever nature or description in any such proceedings. This shall not, however, be construed as a waiver of the Tenant’s
rights to assert such claims in any separate action or actions brought by Tenant. The parties hereto covenant and agree that Landlord
shall have no duty to mitigate damages arising in any way out of Tenant's failure to comply with any term, condition, covenant
or agreement of this Lease.


 


i.              Number
and Gender. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be
substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution
or substitutions.


 


j.
           Governing Law. The laws of the State of Nevada shall
govern the validity, construction, performance and effect of this Lease, exclusive of the conflict of laws provisions thereof.


 




    	 	-20-	 



     


    

 


k.             Joint
Liability of All Tenants. In the event Tenant now or hereafter shall consist of more than one person, firm or corporation,
then and in such event, all such persons, firms or corporations shall be jointly and severally liable as Tenant hereunder.


 


1.             No
Lease until Signed by the Parties. The submission
of this Lease for examination does not constitute a reservation of or option for the Demised Premises and this Lease becomes
effective as a Lease only upon execution and delivery thereof by Landlord and Tenant.


 


m.           Tenant
must Advise Landlord of Matters Affecting Title. Should
any claim or lien be filed against the Demised Premises, or any action or proceeding be instituted affecting the title
to the Demised Premises, tenant shall give Landlord written notice thereof as soon as Tenant obtains knowledge thereof.


 


n.            Lease
Construed According to its Terms. Although the
printed provisions of those Lease were drawn by Tenant, this Lease shall not be construed either for or against Landlord
or Tenant, but this Lease shall be interpreted in accordance with the general tenor of its language.


 


o.             Acknowledgment
of Independent Advice. Each party whose signature
appears below acknowledges that he has read all of the provisions of the foregoing agreement, understands them, has sought
independent advice regarding the legal effect of the provisions herein, and agrees to be bound by said provisions.


 


p.            Warranty.
In the event Tenant shall consist of a corporation, the officer signing this agreement for such corporation shall deliver
to Landlord, on or before the date of execution of this Lease, a Resolution of the Board of Directors of such corporation approving
this Lease and authorizing execution of this Lease by the above-described officer of the corporation.


 


q.            Waiver.
No course of dealing or delay between the parties shall operate as a waiver of the rights of any party to this Lease.
No default, covenant or condition of this Lease may be waived other than in writing.


 




    	 	-21-	 



     


    

 


r.             Counterparts.
This Lease may be executed in facsimile form and in one or more counterparts, and by the different parties hereto on separate
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Lease.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first written above.


 


	LANDLORD	 	TENANT
	 	 	 
	LVRH
                    PROPERTIES LLC, 

        a
        Nevada limited-liability company
	 	LAS
                    VEGAS REHABILITATION HOSPITAL, 

        a
        Nevada limited-liability company

	 	 	 
	By:	/s/ Edward
    M. Nigro	 	By:	/s/ A.
    Allan Stipe
	 	Edward
    M. Nigro, Manager	 	 	A.
    Allan Stipe, Manager
	 	 	 
	Landlord's
    Address:	 	Tenant's
    Address:
	 	 	 
	3965
    South Durango Drive	 	3965
    South Durango Drive
	Suite
    106	 	Suite
    106
	Las
    Vegas, NV 89052	 	Las
    Vegas, NV 89052


 




    	 	-22-	 



     


    

 


EXHIBIT
A


SITE
PLAN


 




    	 	-23-	 



     


    

 


EXHIBIT
B


BUILDING
SHELL & TENANT IMPROVEMENTS


 




    	 	-24-	 



     


    

 


EXHIBIT
C


DESCRIPTION
OF TENANT’S WORK


 


TENANTS
WORK - The following work is required to be completed, placing the Demised Premises in finished condition, ready to open for business,
by Landlord at Tenant's and/or Landlord’s expense as set forth in Section 25(b)(1) above. Tenant's Work shall be in accordance
with the following:


 


		A.	GENERAL
                                         PROVISIONS



 


All
of Tenant’s Work shall be governed in all respect by, and be subject to, the following:


 


		1.	Landlord
                                         shall have the right to require Tenant to furnish payment and performance bonds, or other
                                         security in form satisfactory to Landlord, for the prompt and faithful performance of
                                         the cost of Tenant's Work in excess of the Landlord’s Contribution, assuring completion
                                         of Tenant's Work and conditioned that Landlord will be held harmless from payment of
                                         any claim in excess of the Landlord’s Contribution either by way of damages or
                                         liens on account of bills for labor, material, services or fees, in connection with Tenant’s
                                         Work. Tenant's Work shall at all times be conducted in such manner that Tenant shall
                                         not be in violation of the Lease.



 


		2.	It
                                         is understood and agreed between Landlord and Tenant that costs incurred by Landlord,
                                         if any, as a result of Tenant’s failure or delay in providing the information required
                                         by this Exhibit and by the Lease to which this Exhibit is attached, shall be the sole
                                         responsibility of Tenant, who shall pay such costs, if any, promptly upon Landlord's
                                         demand.



 


		3.	All
                                         Tenant's Work shall conform to applicable statutes, ordinances, regulations and codes
                                         and the requirements of various rating bureaus. Landlord shall obtain all approvals with
                                         respect to electrical, water, sewer, heating, cooling and telephone work, all as may
                                         be required by the utility company supplying the service.



 


		4.	No
                                         approval by Landlord shall be deemed valid unless in writing and signed by Landlord.



 




    	 	-25-	 



     


    

 


		5.	Prior
                                         to commencement of Tenant's Work and until completion thereof, or commencement of the
                                         Lease Term, whichever is the last to occur, Landlord shall effect and maintain Builder's
                                         Risk Insurance covering Landlord, Tenant, Tenant's contractors and Tenant's subcontractors,
                                         as their interests may appear, against loss or damage by fire, vandalism and malicious
                                         mischief and such other risks as are customarily covered by a so-called "extended
                                         coverage endorsement" upon all Tenant's Work in place and all materials
                                         stored at the site of Tenant's Work, and all materials, equipment, supplies and temporary
                                         structures of all kinds incidental to Tenant's Work, and equipment, all while forming
                                         a part of or contained in such improvements or temporary structures, or while on the
                                         Demised Premises or within 100 feet thereof, or when adjacent thereto, while on sidewalks,
                                         streets or alleys, all to the full insurable value thereof at all times on a completed
                                         value basis. In addition, Landlord agrees to indemnify and hold Tenant harmless against
                                         any and all claims for the injury to persons or damage to property by reason of the use
                                         of the Demised Premises for the performance of Tenant's Work, and claims, fines, and
                                         penalties arising out of any failure of Landlord or its agents, contraotors and employees
                                         to comply with any law, ordinance, code requirement, regulations or other requirements
                                         applicable to Tenant’s Work; and Landlord agrees to require all contractors and
                                         subcontractors engaged in the performance of Tenant's Work to effect and maintain certificates
                                         evidencing the existence of, and covering Landlord, Tenant, Tenant's contractors, and
                                         Tenant's subcontractors, prior to commencement of Tenant's Work and until completion
                                         thereof, the following insurance coverages:



 


		a.	Worker's
                                         Compensation and Occupational Disease Insurance in accordance with the laws of the State
                                         in which the property is located, including Employer's Liability Insurance to the limit
                                         of $100,000.



 


		b.	Comprehensive
                                         General Liability Insurance, excluding "Automobile
                                         Liability" against bodily injury, including death resulting therefrom,
                                         and personal injury in the limits of $1,500,000 for any one occurrence and property damage
                                         in the limits of $500,000 for any one occurrence or a combined single limit policy of
                                         $1,500,000 per occurrence,



 


		c.	Comprehensive
                                         Automobile Insurance, including "non-owned"
                                         automobiles, against bodily injury, including death resulting therefrom, in
                                         the limits of $1,500,000 for any one occurrence and $500,000 property damage or a combined
                                         single limit of $1,500,000.



 


		B.	TENANT
                                         IMPROVEMENTS.



 


Providing
and installing all tenant improvements per plans.


 


		C.	FURNITURE,
                                         FIXTURES, EQUIPMENT AND SIGNS



 


All
furnishings, trade fixtures, equipment, signs, and related parts, including installation. Location and design of all signs subject
to prior written consent of Landlord.


 


		D.	ELECTRICAL



 




    	 	-26-	 



     


    

 


		1.	All
                                         systems, where required for intercommunication, music antenna, material handling or conveyor,
                                         burglar alarm, vault wiring, fire protection alarm, time clock and demand control.



 


		2.	All
                                         conduit, as required by the utility company supplying the services for necessary telephone
                                         wires within the Demised Premises.



 


		E.	SUBSEQUENT
                                         REPAIRS AND ALTERATIONS



 


Landlord
reserves the right to require changes in Tenant's Work when necessary by reason of code requirements. Tenant shall maintain the
Demised Premises and make all repairs thereto, other than repair of the foundation, roof and structural portions of the walls.


 


		F.	DOORS
                                         AND EXITING REQUIREMENTS



 


		l.	All
                                         exiting codes must be adhered to.



 


		2.	A clear exiting
                                         path to Tenant's rear door must be maintained.



 




    	 	-27-	 



     


    

 


EXHIBIT
D


TENANT’S
PLANS


 




    	 	-28-	 



     


    

 


ADDENDUM


 


To the lease dated January 30,
2006 by and between LVRH Properties LLC, a Nevada limited liability company, “Landlord” and Las Vegas
Rehabilitation Hospital LLC, a Nevada limited liability company, “Tenant” for the premises located at 9175 W.
Oquendo Road. Las Vegas, Nevada and is composed of a 50,000 square foot free-standing inpatient and outpatient rehabilitation hospital
containing 50 private inpatient beds, Las Vegas, Nevada, is hereby incorporated and made a part:


 


		1.	Landlord
hereby agrees to build out 50,000 square feet of the Tenant Improvements identified in the Lease Agreement attached hereto at
a cost of $85.00 per square foot ($4,250,000.00). Tenant agrees to reimburse Landlord $99.00 per square foot ($4,950,000.00).
As these Tenant Improvements are built simultaneously with the construction of the facility the $4,950,000.00 is due and payable
upon commencement of construction.


 


		2.	Landlord
hereby agrees to provide two (2) months free rent at Lease “Commencement Date".


 


All other terms and conditions shall
remain the same.


 


	Landlord:

        LVRH Properties, LLC

        a Nevada limited liability company
	 	Tenant:

        Las Vegas Rehabilitation Hospital, LLC

        a Nevada limited liability company

	 	 	 
	By:	[illegible]	 	By: 	[illegible]
	 	Manager	 	Title:	Manager
	 	 	 
	Date: 	1/30/06	 	Date: 	1/30/06


 


	INITIALS______________	INITIALS_____________
	____________	 


 









     


     


    

 


GUARANTY OF LEASE


 


THIS GUARANTY OF LEASE (this “Guaranty”)
is made as of June 1, 2010 by HealthSouth Corporation, a Delaware corporation (“Guarantor”),
in favor of LVRH Properties LLC, a Nevada limited-liability company (“Landlord”).


 


FOR VALUABLE
CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby unconditionally and irrevocably
guarantees the full and faithful performance by HealthSouth Rehabilitation Hospital of Desert Canyon, LLC, a Delaware limited
liability company (“Tenant"),
of all the terms, covenants and conditions of that certain Lease Agreement, dated January 30, 2006, between Landlord and Las Vegas
Rehabilitation Hospital LLC, a Nevada limited liability company (“LVRH”),
as amended by that certain Lease Assignment and Amendment, dated as of June 1, 2010, among Landlord, LVRH and Tenant (collectively,
the “Lease”). This Guaranty shall remain in full force and effect regardless of any amendment, modification,
extension, compromise or release of any term, covenant or condition of the Lease or of any party thereto, as the case may be.


 


The undersigned agrees to indemnify
Landlord against any and all liability, loss, costs, charges, penalties, obligations, expenses, attorney fees, litigation, judgments,
damages, claims and demands of any kind whatsoever in connection with, arising out of or by reason of the failure by Tenant to
perform its obligations under the Lease. Guarantor waives any right or claim of rights to cause a marshalling of Tenant’s
assets or to proceed against Guarantor or Tenant or any security for the Lease or this Guaranty in any particular order and Guarantor
agrees that any payments or performance required to be made hereunder shall become due upon demand in accordance with the terms
hereof immediately upon the happening of a default under the Lease, whether or not Guarantor has been given notice of such default,
and Guarantor hereby expressly waives and relinquishes all rights and remedies accorded by applicable law to guarantors, including,
but not limited to, notice of demand, notice of default, any failure to pursue Tenant or its property, or any defense arising
out of the absence, impairment or loss of any right of reimbursement or subrogation.


 


The obligations of Guarantor hereunder
are independent of the obligations of Tenant and, in the event of any default hereunder, a separate action or actions may be brought
and prosecuted against Guarantor whether or not Tenant is joined therein or a separate action or actions is or are brought against
Tenant. Landlord’s rights hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any action
or by any number of successive actions until and unless all obligations hereby guaranteed have been paid and fully performed.


 


No delay on Landlord’s part
in exercising any right, power or privilege under this Guaranty or any other document executed in connection herewith shall operate
as a waiver of any such privilege, power or right.


 


Guarantor agrees that any judgment
rendered against Tenant for monies or performance due Landlord shall in every and all respects bind and be conclusive against
Guarantor to the same extent as if Guarantor had appeared in any such proceedings and judgment therein had been rendered against
Guarantor.


 




    	 	1	 



     


    

 


Any
circumstance which operates to toll any statute of limitations as to Tenant shall also toll the statute of limitations as to Guarantor.


 


In
the event any action is commenced by Landlord
against Guarantor in connection with this Guaranty, including any bankruptcy proceeding, Landlord shall be entitled to its costs
and expenses, including reasonable attorney fees.


 


The
terms, covenants and conditions contained in this Guaranty shall inure to the benefit of the successors and assigns of Landlord.


 


If
any term, covenant or condition of this Guaranty, or any application thereof, should be held by a court of competent jurisdiction
to be invalid, void or unenforceable, all terms, covenants and conditions of this Guaranty, and all applications thereof, not
held invalid, void or unenforceable shall continue
in full force
and effect and shall in no way be affected, impaired or invalidated thereby.


 


In
this Guaranty, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number
includes the plural.


 


This
Guaranty shall be construed in accordance with its intent and without regard to any presumption or other rule requiring construction
against the party causing the same to be drafted.


 


The
laws of the State of Nevada shall govern the validity, construction, performance and effect of this Guaranty and any legal suit,
action or proceeding against Guarantor arising out of or relating to this Guaranty shall be instituted in any federal or state
court in Clark County, Nevada, and Guarantor waives any objection which it may now or hereafter have to the laying of venue of
any such suit, action or proceeding, and Guarantor hereby irrevocably submits to the jurisdiction of any such court in any suit,
action or proceeding.


 


Should
Guarantor consist of more than one person or entity, then, in such event, all such persons and entities shall be jointly and severally
liable as Guarantor hereunder.


 


[Signature
Page Follows]


 




    	 	2	 



     


    

 


IN
WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first above written.


 


	 	HealthSouth
    Corporation, a Delaware Corporation
	 	 
	 	By:	/s/ John P. Whittington
	 	Name:	John P. Whittington
	 	Title: 	Executive Vice President & Secretary


 




    	 	3	 



     


    

 


LEASE
AGREEMENT 


(Triple-Net/Single-Tenant)


 


THIS
LEASE AGREEMENT (Triple-Net/Single-Tenant) (this "Agreement") is
made this 30th day of January, 2006, by and
between LVRH PROPERTIES LLC, a Nevada limited-liability company ("Landlord") and LAS
VEGAS REHABILITATION HOSPITAL, a Nevada limited-liability company ("Tenant”) with
respect to the demise by Landlord to Tenant of that certain premises described as 9175
W. Oquendo Road, Las Vegas, Nevada and shown on the Site Plan attached as Exhibit A hereto, (all of such premises
collectively, the "Demised
Premises"),


 


NOW,
THEREFORE, for and in consideration of the covenants and agreements set forth herein, Landlord and Tenant agree as follows:


 


 1.         Grant of Leasehold. Landlord hereby demises and leases the Demised Premises to Tenant for the period, at the rental rate, and subject to the other terms and conditions set forth herein.




 


2.         Demised
Premises. Landlord shall construct upon the Demised Premises a shell building containing approximately fifty
thousand (50,000) square feet as provided in Exhibit B
(attached) (the “Building"). There shall be no deduction or exclusion for any square feet of the Building
included within the Demised Premises by reason of corridors, interior partitions or any other interior construction, improvements
or equipment. The actual number of square feet of the Building shall be deemed to be equal to the aforementioned approximation.


 


3.        Term.


 


a.           Base
Term. Unless terminated earlier as provided herein, the term of this Lease (as extended from time to time and until
the term hereof expires or is terminated hereunder, the "Term")
shall be for a period of ten (10) years, beginning at 1:00 A.M. on the earlier of the following dates: (i) the day
after Landlord receives a Certificate of Occupancy or Temporary Certificate of Occupancy for the Demised Premises, issued by the
applicable building department in the municipality in which the Demised Premises is located, upon completion of Landlord's Work
(as hereinafter defined); or (ii) the date Tenant commences to do business in, upon or from the Demised Premises (the "Commencement
Date"). Lessee shall execute, within seven (7) days of Landlord’s request, a Memorandum of Lease in form
acceptable to Landlord, reflecting the existence and duration of the Lease, the location of the Demised Premises, and such other
information as Landlord may reasonably request, which Memorandum may be placed of record by Landlord.


 


b.            Extension
Option. So long as no "Event of Default" (as hereinbelow defined) is in effect at the time of such
exercise by Tenant, Tenant shall have two consecutive rights to extend the Tenant of this Lease by a period of ten (10)
years per each such extension option; provided, however, that upon any such extension of the Term all of the remaining
Term and conditions hereof (including, without limitation, the cost of living adjustments to
Base Rent set forth in Section 4(a) below) shall remain in force and effect; provided further, that to exercise any such
option Tenant must give Landlord written notice of such exercise, in accordance with the provisions hereof, not less
than six (6) months prior to the date that the Term would otherwise expire.


 




     


     


    

 


c.             Holdover.
Tenant shall vacate the Demised Premises on the expiration or earlier termination of this Lease, Tenant shall reimburse
Landlord for and indemnify and hold Landlord harmless against all damages, claims, losses, penalties, charges, and expenses (including
reasonable attorneys' fees) incurred by Landlord resulting from any delay by Tenant in vacating the Demised Premises, If Tenant
does not vacate the Demised Premises upon the expiration or earlier termination of the Lease, Tenant's occupancy of the Demised
Premises shall be a tenancy at sufferance, subject to all the terms of this Lease applicable to a tenancy at sufferance, except
that the "Base Rent” (as hereinafter defined)
then in effect shall be equal to one hundred fifty percent (150%) of the Base Rent in effect immediately prior to the expiration
or earlier termination of this Lease. Nothing contained in this paragraph shall be construed as consent by Landlord to any holding
over by Tenant of the Demised Premises, and Landlord expressly reserves the right to require Tenant to surrender possession of
the Demised Premises to Landlord upon the expiration or earlier termination of the Lease.


 


4.        Rent.


 


a.             Base
Rent. Subject to adjustment as hereinafter provided, Tenant shall pay Landlord as base rent ("Base
Rent") for the Term of this Lease the sum of TWO DOLLARS
FIFTY CENTS ($2.50) per square foot of the Demised Premises (i.e., $125,000)
per month in advance on the first day of each month during the Term of this Lease beginning on the Commencement Date,
If the Commencement Date is not the first day of a calendar month then: (i) Base Rent for such fractional portion of the first
month shall be due on the Commencement Date, and (ii) the Base Rent due for such fractional month shall be prorated based upon
the actual number of days in such fractional month.


 


b.            Cost of Living Adjustment. The Base Rent shall be increased from the amount then in effect on
the first day of the thirteenth (13th) full calendar month following the Commencement Date and on each annual anniversary thereof
(each, an "Adjustment Date") during the Term
of the Lease (including any extension option periods) in the amount of three
percent (3%) per year of the Base Rent amount then in effect. Landlord shall notify Tenant of each increase by delivering
a written statement setting forth the new amount of the Base Rent. Tenant shall pay the new Base Rent from its effective date
until the next annual increase.


 


c.            Utilities.
Tenant shall in respect of all periods of the Term pay all costs and charges of any kind (including all usage charges)
for the provision of all utilities and services at the Demised Premises, including without limitation water, gas, heat, electricity,
power, garbage service, air conditioning, telephone service, sewer service charges and sewer rentals charged or attributable to
the Demised Premises, cleaning of the Demised Premises and all other services or utilities used in, upon or about the Demised
Premises by Tenant or any of its subtenants, licensees, or concessionaires during the term hereof (collectively “Utilities
and Services"). Tenant shall contract with, and pay directly to the appropriate supplier the cost of all Utilities
and Services supplied to the Demised Premises.


 




    	 	-2-	 



     


    

 


d.            Property
Taxes. Tenant shall in respect of all periods of the Term pay all real property taxes and general and special assessments
on the Demised Premises, and shall pay all taxes charged against trade fixtures, utility installations, furnishings, equipment
or any other personal property belonging to Tenant. Except to the extent Landlord elects to bill for any taxes and/or assessments
under Section 4(f) below. Landlord shall forward to Tenant in a timely manner all bills and notices with respect to such real
property taxes and assessments as are received by Landlord from third parties, and within five (5) days after request by Landlord
(and in no event less than quarterly), Tenant shall provide Landlord with written evidence of each such payment.


 


e.            Other
Costs. The parties acknowledge that this Lease is intended to be a fully
net lease to the Landlord and that Tenant shall be responsible
for all costs and expenses of any kind or nature incurred in connection with the ownership or operation of the Demised Premises
including, without limitation; those set forth in Sections 4(c) and 4(d) hereinabove; all repairs required to be made to the Demised
Premises, except to the extent of such roof or structural repairs as are expressly required to be made by Landlord pursuant to
Section 9 hereinbelow; all costs of landscaping,
parking, sweeping, maintenance and repairs, power, water, other utilities, decorative features, wages for on-site cleaning, parking,
and/or security personnel, management fees, insurance premiums and deductibles, license and permit fees and associated costs,
professional fees, waste disposal (except as set forth below), heating, ventilation and air conditioning costs and repairs, and
materials and supplies. Tenant shall be solely responsible (and at its sole cost and expense) for all waste disposal including
all medical, special, infectious, and other waste disposal and for all Hazardous Waste disposal and Tenant shall in all respects
indemnify, defend (with counsel designated by Landlord) and hold Landlord harmless with respect thereto.


 


f.            Monthly
and Other Payment of Non-Base Rent Charges. Landlord may in its discretion from time to time
estimate the aggregate amount of all charges to be paid by Tenant hereunder other than for Base Rent and bill Tenant for one-twelfth
of such amount on a monthly rental invoice, in which event such billed amount must be paid punctually together with the Base Rent
due (it being understood that such additional amount shall for all purposes be treated as “Rent”
hereunder). Promptly after each anniversary of the Commencement Date, Landlord shall
calculate theactual sum that would be due under this Lease (i.e., for all charges from Tenant other than for Base Rent) in
respect of the 12-month period immediately prior to such anniversary and refund any overpaid amount resulting from Tenant’s
prior monthly payments or bill Tenant for any underpaid amount resulting notwithstanding Tenant’s prior monthly payments
(with any underpaid sum
to be due promptly upon billing). In addition to the foregoing, Landlord may from time to time in its discretion establish such
further procedures with respect to payment of non- Base Rent sums due under this Lease as Landlord may from time to time reasonably
designate.


 




    	 	-3-	 



     


    

 


g.           Payment.
Each payment of rent or any other obligation of the Tenant shall be paid in lawful money of the United States of America
without prior demand or notice and without any deduction, set off or counterclaim whatsoever by delivering the rent payment including
all adjustments thereto to the office of the Landlord or at such other place or places as may from time to time be designated
in writing by the Landlord, All sums to be paid under this Lease by Tenant, including, without limitation, all Base Rent, and
all other charges required to be paid under this Section 4, shall
for all purposes be deemed to be “Rent.”


 


5.         Possession
and Surrender of Demised Premises.


 


a.             Acceptance
of Demised Premises. Tenant shall by entering upon and occupying the Demised Premises be deemed to have accepted the
Demised Premises in its “as is” condition as of the Commencement Date, subject to all recorded matters
and laws, Tenant acknowledges that neither Landlord nor its agents have made any representations or warranties as to the suitability
or fitness of the Demised Premises for the conduct of Tenant’s business or for any other purpose, nor has Landlord or its
agents or employees agreed to undertake any alterations or construct any further tenant improvements to the Demised Premises except
as expressly provided in this Lease. Notwithstanding anything to the contrary, upon Landlord’s request Tenant shall hereafter
execute and deliver such Memorandum of Commencement Date, in form reasonably designated by Landlord, certifying the date that
is the Commencement Date, Tenant’s acceptance and approval of the Demised Premises without reservation, and such other matters
as Landlord may reasonably request.


 


b.            Removal
of Tenant's Property. Upon the expiration or sooner termination of the term of this Lease, Tenant shall, at its sole
cost and expense, remove all personal properly and trade fixtures which Tenant has installed or placed on the Demised Premises
(all of which are hereinafter referred to as "Tenant's property")
from the Demised Premises and repair all damage thereto resulting from such removal and Tenant shall thereupon surrender the Demised
Premises in the same condition as on the date when the Demised Premises was ready for occupancy, reasonable wear and tear excepted.
In the event Tenant shall fail to remove any of Tenant's property as provided herein, Landlord may, but is not obligated to, at
Tenant's expense, remove all of such property not so removed and repair all damage to the Demised Premises resulting from such
removal, and Landlord shall have no responsibility to Tenant for any loss or damage to said property caused by or resulting from
such removal or otherwise.


 


6.        Use
of Demised Premises. The Demised Premises are leased to Tenant solely for the operation of a rehabilitation hospital
and uses incidental thereto. Tenant shall continuously use the Demised Premises for this
purpose and shall not use or allow to be used the Demised
Premises, or any portion thereof, for any other purpose or purposes whatsoever without
Landlord's prior written consent. Tenant shall conduct business under the trade name of “DESERT
CANYON REHABILITATION HOSPITAL” and
no other without prior written consent of Landlord.


 




    	 	-4-	 



     


    

 


a.            Tenant's
Duty to Keep Demised Premises Repaired and in Good Order. Tenant shall keep and maintain in good order, condition,
and repair (including any such replacement and restoration as is required for that purpose) the Demised Premises and every part
thereof and any and all appurtenances thereto wherever located, including, but not limited to, the exterior and interior portion
of all doors, door checks, windows, plate glass, store front, all plumbing and sewage facilities within the Demised Premises,
fixtures, heating and air conditioning and electrical systems, sprinkler system, if any, and walls, floors and ceilings, and any
work performed by or on behalf of Tenant after
the Commencement Date. Tenant shall also keep and maintain in good order, condition and repair (including any such replacement
and restoration as is required for that purpose) any special equipment, fixtures or facilities other than the usual and ordinary
plumbing and utility facilities, which special facilities shall include but not be limited to grease traps, located outside the
Demised Premises. Tenant shall contract with a service company for the maintenance of air-conditioning equipment, with a copy
of the service contract to be furnished to the Landlord within ten (10) days after opening for business, and a copy of any subsequent
contracts to be furnished from time to time during the Term of this Lease. Landlord agrees to assign to Tenant any warranties
Landlord may have pertaining to those parts of the Demised Premises Tenant is responsible for maintaining hereunder. Tenant shall
store all trash and garbage in metal containers located where designated by Landlord and so as
not to be visible or create a nuisance to customers and business invitees in the Demised Premises, and so as not to create
or permit any health or fire hazard, and arrange for the prompt and regular removal thereof, If Tenant fails to maintain or repair
the Demised Premises as required hereunder, Landlord may, upon ten (10) days prior notice to Tenant (except that no notice shall
be required in the case of an emergency), enter the Demised Premises and perform such maintenance or repair on behalf of Tenant.
In such case, Tenant shall reimburse Landlord for all costs incurred in performing such maintenance or repair, immediately upon
demand.


 


b.           Compliance
with Law; Due Licensure of Medical Personnel. Tenant will not use the Demised Premises or any portion thereof; (i)
in violation of any law, ordinance, rule, regulation, certificate of occupancy, or (ii) for any business or purpose that creates
risks of fire or other hazards that would in any way increase, suspend or void the rate or amount of insurance of any type to
the Landlord on any part of the Demised Premises. Tenant shall at all times during the Term of this Lease, and at Tenant's sole
cost and expense, comply with all governmental rules, regulations, ordinances, statutes and laws, (including, without limitation,
the Americans with Disabilities Act of 1990 (and all rules and regulations promulgated thereunder)), and the orders and regulations
of the National Board of Fire Underwriters or any other body now or hereafter exercising similar functions, now or hereafter in
effect pertaining to the use, occupancy, condition or alteration of the Demised Premises. Landlord makes no representation or
warranty as to the condition of the Demised Premises with respect to any law or the suitability of the Demised Premises for Tenant’s
intended use or whether such use complies with any or
all laws. Tenant covenants that all persons who furnish medical services or related activities of any kind at the Demised Premises
shall be and remain appropriately licensed and in good standing with the applicable state licensing board(s) and any applicable
federal, state or local certification or licensing agency or office.


 




    	 	-5-	 



     


    

 


c.           Compliance
with Rules and Regulations. Tenant hereby covenants and agrees that it, its agents, employees, servants, contractors,
subtenants and licensees shall abide by the rules and regulations set forth above and such additional rules and regulations hereafter
adopted and amendments and modifications of any of the foregoing as Landlord may, from time to time, adopt for the safety, care
and cleanliness of the Demised Premises, for the preservation of good order thereon,


 


d.          Use
of Plumbing. The plumbing facilities in the Demised Premises shall not be used for any other purpose than that for
which they are constructed, and no foreign substance of any kind shall be thrown therein, and the expense of any breakage, stoppage
or damage resulting from a violation of this provision shall be borne by Tenant who shall, or whose employees, agents, servants,
customers or invitees shall have caused it,


 


e.           Pest
Control. Tenant shall keep the Demised Premises free from pests and vermin.


 


f.            Trash.
Tenant shall not burn any trash or garbage of any kind in or about the Demised Premises.


 


g.           Insurance.
Tenant shall, at Tenant's expense, maintain property insurance on the Demised Premises and appurtenant structures in
such amount as Landlord and any mortgagees may deem necessary or appropriate. In addition, Tenant shall, at Tenant's expense,
obtain and keep in force at all times during the Term of the Lease, a policy or policies of insurance covering loss or damage
to all of the improvements, betterments, personal property, utility installations, trade fixtures, furnishings, and business contents
located within the Demised Premises, in the amount of one hundred percent (100%) of the full replacement value thereof as reasonably
ascertained by the Tenant's insurance carrier against risks of direct physical loss or damage, normally covered in an "all
risk” policy (including the perils of flood and surface waters), as such term is used in the insurance industry;
provided, however, that Tenant shall have no obligation to insure against earthquakes or against acts of terror. The proceeds
of such insurance shall be used for the repair or replacement of the property so insured (including, without limitation, any repair
or replacement of such property in accordance with Section 16 below).


 


Tenant
shall, at Tenant's expense, maintain a policy of Commercial General Liability insurance insuring Tenant and as additional insureds,
Landlord and any of Landlord's mortgagees, against liability arising out of the ownership, use, occupancy or maintenance
of the Premises, Such insurance shall be on an occurrence basis providing single-limit coverage in an amount not less than Two
Million Dollars ($2,000,000) per occurrence. The initial amount of such insurance shall be subject to periodic increases upon
reasonable demand by Landlord based upon inflation, increased liability awards, recommendation of professional insurance advisers,
and other relevant factors. However, the limits of such insurance shall not limit Tenant's liability nor relieve Tenant of any
obligation hereunder.


 




    	 	-6-	 



     


    

 


Insurance
required to be maintained by Tenant hereunder shall be in companies holding a "General
Policyholders' Rating" of B-plus or better and a "financial
rating" of 10 or better, as set forth in the most current issue of "Best's Insurance Guide," or such
comparable ratings as Landlord shall approve, in its sole discretion. Tenant shall promptly deliver to Landlord, within thirty
(30) days of the Commencement Date, original certificates evidencing the existence and amounts of such insurance. No such policy
shall be cancelable or subject to reduction of coverage except after thirty (30) days prior written notice to Landlord, Tenant
shall, within thirty (30) days prior to the expiration, cancellation or reduction of such policies, furnish Landlord with renewals
or "binders" thereof. Tenant shall not do or
permit to be done anything which shall invalidate the insurance policies required under this Lease.


 


Tenant
shall obtain from the issuers of the insurance policies referred to in this Lease a waiver of subrogation provision in said policies
(with respect to Landlord) and Tenant hereby releases and relieves Landlord, and waives any and all rights of recovery against
Landlord, or against the employees, officers, agents and representatives of Landlord, for loss or damage arising out of or incident
to the perils required to be insured against under this Lease which perils occur in, on or about the Demised Premises, whether
due to the negligence of Landlord or Landlord's or their agents, employees, contractors or invitees.


 


h.           Signs.
Tenant shall not place any signs on the exterior of the Demised Premises without Landlord's consent, which consent
shall not be unreasonably withheld.


 


i.            Hazardous
Substances, Including Medical, Special, and Infectious Waste, The term "Hazardous
Substance" as used in this Lease shall mean any product, substance, chemical, material or waste (i.e., whether
medical, special, infectious, or otherwise), whose presence, nature, quantity and/or intensity of existence, use, manufacture,
disposal, transportation, spill, release or effect, either by itself or in combination with other materials expected to be on
the Demised Premises, is: (i) potentially injurious to the public health, safety or welfare, the environment, or the Demised Premises;
(ii) regulated or monitored by any governmental authority; or (iii) a basis for potential liability of Landlord to any
governmental agency or third party under any applicable statute or common law theory. Hazardous Substance shall include, but not
be limited to, hydrocarbons, petroleum, gasoline, crude oil or any products or by-products thereof, or any hazardous or toxic
substance, material or waste, regulated or listed pursuant to any federal, state or local environmental law, including without
limitation, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Comprehensive Environmental Response
Compensation and Liability Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide, Rodenticide Act,
the Safe Drinking Water Act, and the Occupational Safety and Health Act,. Tenant shall not engage in any activity in or about
the Demised Premises which constitutes a "Reportable Use"
(as hereinafter defined) of Hazardous Substances without the express prior written consent of Landlord and compliance
in a timely manner (at Tenant's sole cost and expense) with all Applicable Requirements (as defined below). "Reportable
Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report,
notice, registration or business plan is required to be filed with, any governmental authority, and (iii) the presence in, on
or about the Demised Premises of a Hazardous Substance with respect to which any Applicable Requirements require that a notice
be given to persons entering or occupying the
Demised Premises or neighboring properties. Notwithstanding the foregoing, Tenant may, without Landlord’s prior consent,
but upon notice to Landlord and in compliance with all Applicable Requirements, use any ordinary and customary materials reasonably
required to be used by Tenant in the normal course of the uses permitted under Section 6 of the Lease, so long as such use is
not a Reportable Use and does not expose the Demised Premises or neighboring properties to any meaningful risk of contamination
or damage or expose Landlord to any liability therefor. In addition, Landlord may (but without any obligation to do so) condition
its consent to any Reportable Use of any Hazardous Substance by Tenant upon Tenant's giving Landlord such additional assurances
as Landlord, in its reasonable discretion, deems necessary to protect itself, the public, the Demised Premises and the environment
against damage, contamination or injury and/or liability therefor, including but not limited to the installation (and, at Landlord’s
option, removal on or before Lease expiration or earlier termination) of reasonably necessary protective modifications to the
Demised Premises.


 




    	 	-7-	 



     


    

 


To
the extent necessary to Tenant’s business and consistent with the prudent operation of Tenant’s business and all applicable
laws, rules, and regulations, Tenant may store and/or utilize Hazardous Substances; provided, however, that Tenant shall from
time to time furnish Landlord with a comprehensive list of all such Hazardous Materials (i.e., medical, special, infectious, or
otherwise) so stored and/or utilized at the Demised Premises. In addition, prior to the installation and use of any equipment,
Tenant shall provide Landlord with a list of such equipment and its Intended use; a list of any Hazardous Substances which will
be used or generated in connection with such equipment; and Tenant's proposed procedures for the use, storage and disposal of
any Hazardous Substances, including, but not limited to, the procedure for silver recovery for any radiology equipment.


 


If
Tenant knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the
Demised Premises, other than as set forth above or as previously consented to by Landlord, Tenant shall immediately give Landlord
written notice thereof, together with a copy of any statement, report, notice, registration, application, permit, business plan,
license, claim, action, or proceeding given to, or received from, any governmental authority or private party concerning the presence,
spill, release, discharge of, or exposure to, such Hazardous Substance including but not limited to all such documents as may
be involved in any Reportable Use involving the Demised Premises. Tenant shall not cause or permit any Hazardous Substance to
be spilled or released in, on, under or about the Demised Premises (including, without limitation, through the plumbing or sanitary
sewer system).


 


Tenant
shall indemnify, protect, defend and hold Landlord, its agents, employees, lenders and ground
lessor, if any, and the Demised Premises, harmless from and against any and all damages, liabilities, judgments, costs,
claims, liens, expenses, penalties, loss of permits and attorneys' and consultants' fees arising out of or involving any Hazardous
Substance brought onto the Demised Premises by
or for Tenant or by anyone under Tenant's control. Tenant's obligations under this paragraph shall include, but not be limited
to, the effects of any contamination or injury to person, property or the environment created or suffered by Tenant, and the cost
of investigation (including consultants' and attorneys' fees and testing), removal, remediation, restoration and/or abatement
thereof, or of any contamination therein involved, and shall survive the expiration or earlier termination of this Lease.
No termination, cancellation or release agreement entered into by Landlord and Tenant shall release Tenant from its obligations
under this Lease with respect to Hazardous Substances, unless specifically so agreed by Landlord in writing at the time of such
agreement.


 




    	 	-8-	 



     


    

 


Tenant
shall, at Tenant's sole cost and expense, fully, diligently and in a timely manner, comply with all "Applicable
Requirements," which term is used in this Lease to mean all laws, rules, regulations, ordinances, directives, covenants,
easements and restrictions of record, permits, the requirements of any applicable fire insurance underwriter or rating bureau,
and the recommendations of Landlord’s engineers and/or consultants, relating in any manner to the Demised Premises (including
but not limited to matters pertaining to (i) industrial hygiene, (ii) environmental conditions on, in, under or about the Demised
Premises, including soil and groundwater conditions, and (iii) the use, generation, manufacture, production, installation, maintenance,
removal, transportation, storage, spill, or release of any Hazardous Substance), now in effect or which may hereafter come into
effect. Tenant shall, within five (5) days after receipt of Landlord's written request, provide Landlord with copies of all documents
and information, including but not limited to permits, registrations, manifests, applications, reports and certificates, evidencing
Tenant's compliance with any Applicable Requirements specified by Landlord, and shall immediately upon receipt, notify Landlord
in writing (with copies of any documents involved) of any threatened
or actual claim, notice, citation, warning, complaint or report pertaining to or involving failure by Tenant or the Demised
Premises to comply with any Applicable Requirements.


 


Landlord,
Landlord's agents, employees, contractors and designated representatives, and any mortgagee under a mortgage or beneficiary
under a deed of trust encumbering the Demised Premises shall have the right to enter the Demised Premises at any time in the
case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Demised Premises
and for verifying compliance by Tenant with this Lease and all Applicable Requirements, and Landlord shall be entitled to
employ experts and/or consultants in connection therewith to advise Landlord with respect to Tenant's activities, including
but not limited to Tenant's installation, operation, use, monitoring, maintenance, or removal of any Hazardous Substance on
or from the Demised Premises. The costs and expenses of any such inspections shall be paid by the party requesting same,
unless a default of this Lease by Tenant or a violation of Applicable Requirements or a contamination, caused or materially
contributed to by Tenant, is found to exist or to be inuninent, or unless the inspection is requested or ordered by a
governmental authority as the result of any such existing or imminent violation or contamination. In such case, Tenant shall
upon request reimburse Landlord or Landlord's Mortgagee, as the case may be, for the costs and expenses of such inspections. 


 




    	 	-9-	 



     


    

 


7.         Alteration
and Improvements. Tenant shall not make any additions, alterations, improvements or changes ("improvements")
in or to the Demised Premises without the prior written approval of Landlord, which approval shall not be unreasonably
withheld. In no event shall any consent be granted if Tenant is in default hereunder. Notwithstanding the foregoing, Tenant shall
have the right to make improvements without Landlord’s consent where such improvements: (i) are non-structural; (ii) do
not affect the electrical, mechanical, plumbing, HVAC or other systems of the building containing the Demised Premises; and (iii)
cost no more than One Hundred Thousand Dollars ($100,000)
in any calendar year. Any improvements shall be made promptly and in a good and
workmanlike manner and in compliance with all insurance requirements and with all applicable permits, authorizations, building
regulations, zoning laws and all other governmental rules, regulations, ordinances, statutes and laws, now or hereafter in effect
pertaining to the Demised Premises or Tenant's use thereof shall be performed in such manner as not to delay or impose any additional
expense upon Landlord in construction, maintenance or operation of the building containing the Demised Premises. Throughout the
performance of improvements, Tenant, at its expense, shall carry, or cause to be carried, workers' compensation insurance in statutory
limits, and general liability insurance for any occurrence in or about the Demised Premises, of which Landlord and its managing
agent shall be named as additional parties insured, in such limits as Landlord may reasonably prescribe. Tenant further covenants
and agrees that any mechanic's lien filed against the Demised Premises for work claimed to have been done for, or materials claimed
to have been furnished to Tenant, will be discharged by Tenant, by bond or otherwise, within ten (10) days after the filing thereof,
at the cost and expense of Tenant.


 


8.         Liens.
Tenant shall at all times indemnify, save, and hold Landlord and the Demised Premises, free, clear and harmless from
any claims, liens, demands, charges, encumbrances, litigation and judgments arising directly or indirectly out of any use, occupancy
or activity of tenant, or any person or entity holding through or under Tenant or out of any work performed, material furnished,
or obligations incurred by Tenant in, upon or otherwise in connection with the Demised Premises, Tenant shall give Landlord written
notice at least ten (10) business days prior to the commencement of any such work on the Demised Premises to afford Landlord the
opportunity of filing appropriate notices of non-responsibility. Tenant shall, at its sole cost and expense, within fifteen (15)
days after filing of any lien of record, obtain the discharge and release thereof. Nothing contained herein shall prevent Landlord,
at the cost and for the account of Tenant, from obtaining said discharge and release in the event Tenant fails or refuses to do
the same within said fifteen (15) day period,


 


9.         Landlord's
Repairs. Except as set forth herein, Landlord shall have no maintenance, repair or restoration obligations whatsoever
under this Lease or otherwise. Tenant expressly waives the benefit of any statute in effect now or in the future which might give
Tenant the right to make repairs at the Landlord's expense or to terminate this Lease due to the Landlord's failure to keep the
Demised Premises in good order, condition, or repair. Notwithstanding anything to the contrary, Landlord shall, at its cost and
expense, be obligated to maintain the roof and structure of the Premises and to make all requisite repairs thereto and restorations
thereof, except to the extent that such maintenance, repair or restoration is required as a result of the willful misconduct or
negligence of Tenant or any of its personnel, patients, agents, licensees or invitees, in which event the cost of such maintenance,
repair or restoration shall be borne by Tenant.


 




    	 	-10-	 



     


    

 


10.      Indemnification.
Tenant hereby covenants and agrees to indemnify, save and hold Landlord harmless from any and all liability, loss,
expenses (including attorney's fees, judgments, claims, liens and demands of any kind whatsoever) in correction with, (i) Tenant's
use of the Demised Premises, or (ii) the conduct of Tenant’s business, or (iii) any activity, work or things done in the
Demised Premises, or (iv) any default in the performances of any obligation on Tenant's part to be performed under the terms of
the Lease, or (v) any negligence of Tenant, or any of Tenant's agents, contributors or employees. Notwithstanding the foregoing,
Tenant shall not be required to defend, save harmless or indemnify Landlord, and Landlord shall indemnify, save and hold harmless
Tenant, from any liability for injury, loss, accident or damage to any person is or property resulting from Landlord’s negligence
or willful acts or omissions, or those of Landlord's agents, contractors or employees.


 


11.       Subordination.
Tenant agrees upon request of Landlord to subordinate this Lease and its rights hereunder to the lien of any mortgage,
deed of trust or other encumbrance, together with any renewal, extensions or replacements thereof, now or hereafter placed, charged
or enforced against the Demised Premises, or any portion thereof, or any property of which the Demised Premises is a part, and
to execute and deliver at any time, and from time to time, upon demand by Landlord, such documents as may be required to effectuate
such subordination, and in the event that Tenant shall fail, neglect or refuse to execute and deliver any such documents to be
executed by it, Tenant hereby appoints Landlord, it successors and assigns, the attorney-in-fact of Tenant irrevocably to execute
and deliver any and all such documents for and on behalf of Tenant; provided, however, Tenant shall not be required to effectuate
such subordination, nor shall Landlord be authorized to effectuate such subordination on behalf of Tenant, unless the mortgagee
or beneficiary named in such mortgage, deed of trust, or other encumbrance shall first agree in writing, for the benefit of Tenant,
that so long as Tenant is not in default under any of the provisions, covenants or conditions of this Lease on the part of Tenant
to be kept and performed, that neither this Lease nor any of the rights to Tenant hereunder shall be terminated or modified or
be subject to termination or modification, nor shall Tenant's possession of the Demised Premises be disturbed by proceedings to
foreclose said mortgage, deed of trust or other encumbrance. In the event that the mortgagee or beneficiary of any such mortgage
or deed of trust elects to have this Lease a prior lien to its mortgage or deed of trust, then and in such event, upon such mortgagee's
or beneficiary's giving written notice to Tenant to that effect, this Lease shall be deemed prior in lien to such mortgage or
deed of trust, whether this Lease is dated prior to or subsequent to the date of recordation of such mortgage or
deed of trust. Tenant shall, in the event any proceedings are brought for the foreclosure of the Demised Premises or in
the event of exercise of the power of sale under any deed of trust made by the Landlord covering the Demised Premises, attorn
to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease.


 


12.       Estoppel
Certificate. Upon Landlord's written request, Tenant shall execute, acknowledge and deliver to Landlord a written statement
certifying; (i) that none of the terms or provisions of this Lease have been changed (or if they have been changed, stating
how they have been changed); (ii) that this Lease has not been canceled or terminated; (iii) the last date of payment of the Base
Rent and other charges and the time period covered by such payment; (iv) that Landlord is not in default under this Lease (or,
if Landlord is claimed to be in default, stating why); and (v) such other matters as may be reasonably required by Landlord or
the holder of a mortgage, deed of trust or lien to which the Demised Premises is or becomes subject. Tenant shall deliver such
statement to Landlord within ten (10) days after Landlord's request, Any such statement by Tenant may be given by Landlord to
any prospective purchaser or encumbrancer of the Demised Premises. Such purchaser or encumbrancer may rely conclusively upon such
statement as true and correct.


 




    	 	-11-	 



     


    

 


If
Tenant does not deliver such statement to Landlord within such ten (10) day period, Landlord, and any prospective purchaser or
encumbrancer, may conclusively presume and rely upon the following facts: (i) that the terms and provisions of this Lease have
not been changed except as otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except
as otherwise represented by Landlord; (iii) that not more than one month's Base Rent or other charges have been paid in
advance; and (iv) that Landlord is not in default under the Lease. In such event, Tenant shall be estopped from denying
the truth of such facts.


 


13.       Assignment
and Subletting. Tenant shall not assign, mortgage, pledge, hypothecate or encumber this Lease nor the leasehold estate
hereby created or any interest herein or sublet
the Demised Premises or any portion thereof, or license the use of all or any portion of the Demised Premises without prior written
consent of the Landlord which consent shall not be withheld: (i) for any sublease, so long as Tenant has not subleased in the
aggregate over one-third of the Demised Premises giving effect to such sublease; and (ii) for an assignment, if the proposed assignment
is being made to an assignee of good repute with equal or superior credit-worthiness to that of Landlord, and such assignee will
only utilize the Demised Premises as an inpatient rehabilitation hospital.
Neither the consent by Landlord to any assignment or subletting, nor the act of any such assignment
or subletting, shall constitute a waiver
of the necessity for such consent to any subsequent assignment or
subletting, nor shall it constitute a release
of any obligations of Tenant under this Lease.
Tenant shall pay all costs, expenses and reasonable attorney’s fees that may be incurred or paid by Landlord in processing,
documenting, or administering any request of
Tenant for Landlord's consent required pursuant to this Section. If this Lease be assigned, or if the Demised Premises or any
part thereof be sublet or occupied by anybody other than Tenant, Landlord may collect rent from the assignee, subtenant or occupant,
and apply the net amount collected to the rent herein reserved, but no such assignment, subletting, occupancy or collection shall
be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as tenant, or a
release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained.


 


a.           Assignor
Remains Liable. In the absence of an express agreement in writing to the contrary, executed by Landlord, no assignment,
mortgage, pledge, hypothecation, encumbrance, subletting or license hereof or hereunder shall act as a release of Tenant from
any of the provisions, covenants and conditions of this Lease on the part of Tenant to be kept and


performed.


 


b.           No
Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation hereof, or the termination
of this Lease by Landlord pursuant to any provision contained herein, shall not work a merger, but at the option of Landlord,
shall either terminate any or all existing subleases or sub-tenancies, or operate as an assignment to the Landlord of any and
all such subleases or sub-tenancies.


 




    	 	-12-	 



     


    

 


14.       Insolvency.
It is understood and agreed that neither this Lease nor any interest herein or hereunder, nor any estate hereby created
in favor of Tenant, shall pass by operation of law under any state or federal insolvency or bankruptcy act, or any similar law
now or hereafter in effect, to any trustee, receiver, assignee for the benefit of creditors, or any other person whomsoever without
the express prior written consent of Landlord.


 


15.       Condemnation.
Should the whole or any part of the Demised Premises be condemned or taken by a competent authority for any public or quasi-public
purpose, all awards payable on account of such condemnation and taking shall be payable to Landlord, and Tenant hereby waives
any and all interest therein. If the whole of the Demised Premises shall be so condemned and taken, then this Lease shall terminate
upon such taking. If greater than one-third (1/3) of the floor space of the Demised Premises is condemned or taken, and if the
remaining portion thereof will not be reasonably adequate for the operation of Tenant’s business after Tenant completes
such repairs or alterations as are necessary to restore such part of the Demised Premises to as near its former condition immediately
preceding the taking as the circumstances will permit, either Landlord or Tenant shall have the option of terminating this Lease
by notifying the other party hereto of such election in writing within twenty (20) days after such taking. If by such condemnation
and taking one-third (1/3) or less of the Demised Premises has been taken, or if a part only of the Demised Premises is taken
and the remaining part thereof is suitable for the purposes for which Tenant has leased said premises, this Lease shall continue
in full force and effect, and Tenant shall proceed with reasonable diligence to restore such part of the Demised Premises to as
near its former condition immediately preceding the taking as the circumstances will permit, but the Base Rent shall be reduced
in an amount equal to that proportion of the Base Rent which the floor space of the portion taken bears to the total floor space
of the Demised Premises. Landlord shall reimburse Tenant for Tenant’s reasonable restoration costs, to the extent Landlord
has recovered same from the condemning authority, within thirty (30) days after Landlord’s receipt of Tenant’s written
demand and documentation evidencing the cost of such restoration.


 


16.       Destruction
of Premises. In the case of (i) the total destruction of the Demised Premises or any portion thereof substantially
interfering with Tenant's use of the Demised Premises, whether by fire or other casualty, not caused by the default or negligence
of Tenant, its agents, employees, servants, contractors, subtenants, licensees, customers or business invitees, or (ii) in the
event any mortgagee under a mortgage or beneficiary under a deed of trust hold a lien encumbering the Demised Premises shall require
payments of insurance proceeds, or (iii) in the event of a natural uninsured loss to the Demised Premises, Landlord, at its option,
may terminate this Lease by notifying Tenant of such termination within ninety (90) days after the date of such casualty. If Landlord
does not thus elect to terminate the Lease, Tenant shall repair such damage within 180 days, this Lease shall not terminate, but
shall continue in full force and effect. If this Lease is terminated pursuant to this Section and if Tenant is not in default
hereunder, rent shall be prorated as of the date of termination, and
all rights and obligations hereunder shall cease and terminate.


 




    	 	-13-	 



     


    

 


a.           lease
Does Not Terminate If Damage by Tenant. Notwithstanding the foregoing provisions, in the event the Demised Premises, or any
portion thereof, shall be damaged by fire or other casualty due to the fault or negligence of Tenant, its agents, employees, servants,
contractors, subtenants, licensees, customers or business invitees, then, without prejudice to any other rights and remedies of
Landlord, this Lease shall not terminate, the damage shall be repaired by Tenant, and there shall be no apportionment or abatement
of any rent.


 


b.          Insurance
Proceeds. All insurance proceeds payable under any fire and extended coverage risk insurance required to be maintained by
Tenant pursuant to this Lease shall be payable solely to Landlord or any mortgagee under a mortgage or beneficiary under a deed
of trust holding a lien encumbering the Demised Premises (as their respective interests shall appear) to be held and applied to
the cost of restoring the Demised Premises, and Tenant shall have no interest therein, except that Tenant shall be entitled to
all insurance proceeds payable for the destruction of Tenant's personal property (in no event, however, shall Tenant be entitled
to insurance proceeds with respect to destruction of any improvements, betterments or fixtures on the Demised Premises). Tenant
shall also deposit with Landlord the amount of any deductible required under any insurance policy covering fire or other casualty.
If for any reason any portion of the cost to restore the Demised Premises is not covered by insurance, then Tenant shall pay to
Landlord, upon demand, any cost or expense that is not so covered. Such repair and restoration shall be performed by properly
insured and licensed contractors, in accordance with plans and specifications approved by Landlord, and shall comply with the
requirements of this Lease and all applicable laws, codes and regulations. In the event Landlord is required to pay any portion
of such restoration or repair costs, Tenant shall reimburse Landlord therefor, together with interest at twelve percent (12%)
per year, within ten (10) days after receiving demand therefor from Landlord. Tenant shall in no case be entitled to compensation
for damages on account of any annoyance or inconvenience in making repairs under any provision of this Lease. Neither the rent
payable by Tenant nor any of Tenant's other obligations under any provisions of this Lease shall be affected by any damage to
or destruction of the Demised Premises or any portion thereof by any cause whatsoever. Notwithstanding anything to the contrary
set forth above, if such damage or destruction shall occur during the last two (2) years of the Lease, Tenant shall not be required
to repair or restore the Demised Premises, provided that all insurance proceeds and deductibles required to be paid to Landlord
above are paid to Landlord, and Tenant shall pay to Landlord all
rent and all other sums due under this Lease for the remainder of the Term of this Lease,


 


c.           Tenant
must Notify Landlord of Damage. If Tenant becomes aware of any casualty affecting the Demised Premises, Tenant shall notify
Landlord in writing as to the details pertaining to such casualty (so far as known to Tenant) within forty-eight (48) hours after
Tenant gains knowledge of such casualty.


 




    	 	-14-	 



     


    

 


17.      Expenditures
by Landlord. Whenever under any provision of this Lease, Tenant shall be obligated to make any payment or expenditure, or
to do any act or thing, or to incur any liability whatsoever, and Tenant fails, refuses or neglects to perform as herein
required, Landlord shall be entitled, but shall not be obligated, to make any such payment or to do any such act or thing, or
to incur any such liability, all on behalf of and at the cost and for the account of Tenant. In such event, the amount thereof
with interest thereon at the rate of 12% per year or at the maximum rate per annum rate allowed by law, if lower than 12%, at
the time and said sum shall constitute and be collectable as additional rent on demand.


 


18.      Default.
Tenant's compliance with each and every covenant and obligation hereof on its part to be performed hereunder is a condition
precedent to each and every covenant and obligation of Landlord hereunder. Landlord shall have all the rights and remedies provided
in this Section or elsewhere herein, in the event that:


 


a.             Tenant
shall default in the payment or any sum of money required to be paid hereunder
and such default continues for ten (10) days after written notice thereof from Landlord to Tenant; or


 


b.             Tenant
shall default in the performance of any other provision, covenant or condition of this Lease on the part of Tenant to be kept
and performed and such default continues for twenty (20) days after written notice thereof from Landlord to Tenant; provided,
however, that if the default complained of in such notice is of such a nature that the same can be rectified or cured, but cannot
with reasonable diligence be done within said thirty (30) day period, then such default shall be deemed to be rectified or cured
if Tenant shall, within said thirty (30) day period, commence
to rectify and cure the same and shall thereafter complete such rectification and cure with all due diligence, and in any
event, within sixty (60) days from the date of giving such notice;


or


 


c.             Tenant
should vacate or abandon the Demised Premises during the Term of this Lease;


 


d.            There
is filed any petition in bankruptcy or the Tenant is adjudicated as a bankrupt or insolvent, or there is appointed a receiver
or trustee to take possession of Tenant or of all or substantially all of the assets of Tenant, or there is a general assignment
by Tenant for the benefit of creditors, or any action is taken by or against Tenant under any state or federal insolvency or bankruptcy
act, or any similar law now or hereafter in effect, including, without limitation, the filing of execution or attachment against
Tenant and such levy continues in effect for a period of twenty (20) days.


 


e.             In
the event of a default as designated in this Section or elsewhere herein, in addition to any other rights or remedies provided
for herein or at law or in equity, Landlord, at its sole option, shall have the following rights:


 


(l)          The
right to declare the Term of this Lease ended and to reenter the Demised Premises and lake possession thereof, and to terminate
all of the rights of Tenant in and to the Demised Premises, or




 






    	 	-15-	 



     


    

 





(2)           The
right without declaring the Term of this Lease ended, to reenter the Demised Premises and to occupy the same, or any portion thereof,
for or on account of Tenant as hereinafter provided, applying any monies received first to the payment of such expenses as Landlord
may have paid, assumed or incurred in recovering possession of the Demised Premises, including costs, expenses of attorney's fees
in placing the same in good order and condition, or preparing or altering the same for reletting, and all other expenses, commissions
and charges paid, assumed or incurred by Landlord in or in connection with reletting the Demised Premises and then to the fulfillment
of the covenants of Tenant. Any such reletting as provided for herein may be for the remainder of the Term of this Lease or for
a longer or shorter period. Such reletting shall be for such rent and on such other terms and conditions as Landlord, in its sole
discretion, deems appropriate. Landlord may execute any lease made pursuant to the terms hereof either in Landlord's own name or
in the name of Tenant, or assume Tenant's interest in and to any existing subleases to any tenant of the Demised Premises, as Landlord
may see fit, and Tenant shall have no right or authority whatsoever to collect any rent from such tenants, subtenants, licensees
or concessionaires on the Demised Premises. In any case, and whether or not the Demised Premises or any part thereof be relet,
Tenant, until the end of what would have been the Term of this Lease in the absence of such default and whether or not the Demised
Premises or any part thereof shall have been relet, shall be liable to Landlord and shall pay to Landlord monthly an amount equal
to the amount due as rent hereunder, less the net proceeds for said month, if any, of any reletting effected for the account of
Tenant pursuant to the provisions of this paragraph, after deducting all of Landlord's expenses in connection with such reletting,
including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorney's fees, expenses of employees,
alteration costs, and expenses of preparation for such reletting (all said costs are cumulative and shall be applied against proceeds
of reletting until paid in full), or


 


(3)           The
right, even though it may have relet all or any portion of the Demised Premises in accordance with the provisions of
subparagraph (2) of this section, to thereafter at any time elect to terminate this Lease for such previous default on the
part of Tenant, and to terminate all of the rights of Tenant in and to the Demised Premises. Pursuant to said rights of
reentry, Landlord may remove all persons from the Demised Premises and may, but shall not be obligated to, remove all
property therefrom, and may, but shall not be obligated to, enforce any rights Landlord may have against said property or
store the same in any public or private warehouse or elsewhere at the cost and for the account of Tenant or the owner or
owners thereof. Tenant agrees to hold Landlord free, and harmless of any liability whatsoever for the removal and/or storage
of any such property, whether of Tenant or any third party whomsoever. Anything contained herein to the contrary
notwithstanding, Landlord shall not be deemed to have terminated this Lease or the liability of Tenant to pay any rent or
other sum of money thereafter to accrue hereunder, or Tenant's liability for damages under any of the provisions hereof, by
any such reentry, or by any action in unlawful detainer or otherwise to obtain possession of the Demised Premises, unless
Landlord shall have specifically, with reference to this Section, notified Tenant in writing that it has so elected to
terminate this Lease. Tenant covenants and agrees that the service by Landlord pursuant to such notice shall not (unless
Landlord elects to the contrary at the time of, or at any time subsequent to, the service of such notice thereof to Tenant)
be deemed to be a termination of this Lease or the termination of any liability of Tenant hereunder to Landlord.


 




    	 	-16-	 



     


    

 


f.             No
Waiver, The waiver by Landlord of any default or breach of any of the provisions, covenants or conditions hereof on the part
of Tenant to be kept and performed shall not be a waiver of any preceding or subsequent breach of the same or any other provision,
covenant or condition contained herein. The subsequent acceptance of rent or any other payment hereunder by Tenant to Landlord
shall not be construed to be a waiver of any preceding breach by Tenant of any provision, covenants or condition of this Lease
other than the failure of Tenant to pay the particular rental or other payment or portion thereof so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of acceptance of such rental at other payment. No payment by Tenant or receipt by
Landlord of a lesser amount than the rent herein provided shall be deemed to be other than on account of the earliest rent due
and payable hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction, and Landlord may accept any such check or payment without prejudice to Landlord's right to
recover the balance of such rent or pursue any other remedy provided in this Lease. This paragraph may not be waived.


 


19.       Quiet
Possession. Tenant, upon paying the rentals and other payments herein required from Tenant, and upon Tenant's performance
of all of the provisions, covenants and conditions of this Lease on its part to be kept and performed, may quietly have, hold
and enjoy the Demised Premises during the Term of this Lease without any disturbance from Landlord or from any other person claiming
through Landlord, however, Landlord and its agents shall have free access to the Demised Premises for the purpose of examining
them and Tenant's compliance with this Lease and exhibit them to prospective purchasers and prospective tenants.


 


20.       Sale
by Landlord, In the event of any sale or exchange of the Demised Premises by Landlord, Landlord shall be and is hereby relieved
of all liability under any and all of its covenants and obligations contained in or derived from this Lease, arising out of any
act, occurrence or omission relating to the Demised Premises occurring after the consummation of such sale or exchange. Tenant
agrees to attorn to such purchaser or grantee.


 


21.      Default
by Landlord. It is agreed that in the event Landlord fails or refuses to perform any of the provisions, covenants or conditions
of this Lease on Landlord's pari to be kept or performed, that Tenant, prior to exercising any right or remedy Tenant may have
against Landlord on account of such default, shall give a twenty (20) day written notice to Landlord of such default, specifying
in said notice the default with which Landlord is charged. Notwithstanding any other provision hereof, Tenant agrees that if the
default complained of in the notice provided for by this Section is of such a nature that the same can be rectified or cured by
Landlord, but cannot with reasonable diligence be reclined or cured within said twenty (20) day period, then such default shall
be deemed to be rectified or cured if Landlord within said twenty (20) day period shall commence the rectification and curing
thereof and shall continue thereafter with all due diligence to cause such rectification and curing to proceed and so does complete
the same, with the use of diligence as aforesaid. The liability of Landlord to Tenant for any default by Landlord under the terms
of this Lease shall be limited to the lesser of: (i) the interest of Landlord in the Demised Premises; or (ii) the interest Landlord
would have in the Demised Premises if the Demised Premises were encumbered by third party debt in an amount equal to eighty percent
(80%) of the value of the Demised Premises (as such value is determined by Landlord) and Tenant agrees to look solely to such
amount for recovery of any judgment from Landlord, it being intended that Landlord shall not be personally liable for any judgment
or deficiency.


 




    	 	-17-	 



     


    

 


22.      Force
Majeure. Whenever a day is appointed herein on which, or a period of time is appointed in which, either party hereto is required
to do or complete any act, matter, or thing, the time for the doing or completion thereof shall be extended by a period of time
equal to the number of days on or during which such party is prevented from, or is unreasonably interfered with, the doing or
completion of such act, matter or things because of labor disputes, civil commotion, war, warlike operation, sabotage, governmental
regulations or control, fire or other casualty, inability to obtain any materials, or to obtain fuel or energy, weather or other
acts of God, or other causes beyond such party's reasonable control (financial inability excepted), provided, however, that nothing
contained herein shall excuse Tenant from the prompt payment of any rent or charge required of Tenant hereunder.


 


23.      Notices.
Any and all notices and demands by or from Landlord to Tenant, or by or from Tenant to Landlord, required or desired to be
given hereunder shall be in writing and shall be validly given or made if served either personally or if deposited in the United
States mail, certified or registered postage prepaid, return receipt requested. If such notice or demand be served by registered
or certified mail in the manner provided herein, service shall be conclusively deemed given three (3) days after mailing or upon
receipt, whichever is sooner.


 


a.             Notice
to landlord. Any notice or demand to Landlord shall be addressed to Landlord at the address listed on the signature page
of this Lease.


 


b.            Notice
to Tenant. Any notice or demand to Tenant shall be addressed to Tenant at the address listed on the signature page of
this Lease.


 


c.            Change
of Address. Any party herein may change its address for the purpose of receiving notices or demands as herein provided by
a written notice given in the manner aforesaid to the other party hereto.


 


24.       Brokers.
Tenant warrants that it has had no dealings with any broker or agent in connection with this Lease, and covenants to pay,
hold harmless and indemnify Landlord from and against any and all cost, expense or liability for any compensation, commissions
and charges claimed by any broker or agent with respect to this Lease or the negotiations thereof.


 




    	 	-18-	 



     


    

 


25.       Work
Prior to Opening.


 


a.            Landlord's
Work. At Landlord's cost and expense, Landlord shall cause the Demised Premises to be constructed in substantial accordance
with plans and specifications prepared or to be prepared by Landlord's architect. Said construction shall include all work described
in Exhibit B attached hereto and incorporated herein by reference ("Landlord's Work"). Landlord shall use reasonable
efforts to substantially complete Landlord's Work as soon as is practicable.


 


b.           Tenant's
Work.


 


(1)          Landlord
shall also perform all work described in Exhibit C attached hereto ("Tenant's Work"). All such Tenant's Work
shall be promptly and diligently completed in accordance with the terms of this Section 25, and in strict compliance with
zoning, building and other applicable codes, laws and ordinances. The cost of Tenant's Work shall be borne by Landlord and/or
Tenant as follows: Landlord shall pay for the initial $85 per square foot (i.e. an aggregate of $4,250,000) of
Tenant's Work ("Landlord's Contribution ") and Tenant shall, in accordance with such timing and procedures
as Landlord may reasonably designate, pay all sums in excess thereof.


 


(2)          Tenant
shall promptly famish Landlord with proof that Tenant has: (i) complied with Landlord's timing and procedures with respect to
the funding of its share of the costs of Tenant's Work; and (ii) deposited into an account under Landlord's control (the "Tenant's
Construction Contribution Account") the entire amount Tenant reasonably estimates is necessary to perform Tenant's
Work (the "Tenant's Contribution Funds"), co-terminus with application of Landlord's Contribution. The Tenant's
Contribution Funds shall be used solely to pay for the construction and performance of the Tenant's Work pursuant to this
Lease. Tenant agrees that if an "Event of Default" occurs under this Lease, or if Landlord elects to do so
in connection with performing Tenant's Work as set forth in Section 25(b)(1) above, Landlord may:


 


(A)         Enter
upon the Demised Premises and take possession of any materials or equipment, and construct, perform and complete the Tenant's Work,
at the risk and expense of Tenant. Landlord shall have the right at any time to discontinue work commenced by it in respect of
the Tenant's Work or to change any course of action undertaken and shall not be bound by any limitations or requirements of time.
In connection with any construction of the Tenant's Work undertaken, Landlord may (i) engage contractors, engineers and others
for the purpose of furnishing labor, materials and equipment in connection with any construction of the Tenant's Work, (ii) cause
to be paid, settled or compromised, out of the Tenant's Construction Contribution Account, all bills or claims which may become
liens against the Demised Premises or the Tenant's Work, or which have been or may be incurred in connection with the construction,
completion and/or performance of the Tenant's Work or for the discharge of liens, encumbrances or defects in the title of the Demised
Premises or the Tenant's Work, and (iii) take such action or refrain from acting under this Lease as Landlord may in its sole discretion
from time to time determine without limitation.


 


(B)         Employ
watchmen at Tenant's expense, out of the Tenant's Construction Contribution Account, to protect the Tenant's Work, including any
building materials stored on the Demised Premises, from depreciation or injury,


 




    	 	-19-	 



     


    

 


(C)         For
the purpose of carrying out this Section 25 and exercising these rights, powers and privileges, Tenant hereby irrevocably constitutes
and appoints Landlord as its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform
any acts such as are referred to in this Section 25 in the name and on behalf of Tenant.


 


(D)         Exercise
any other remedies provided under this Lease or applicable law or in equity, any and/or all of which remedies Landlord may exercise
concurrently or consecutively at any time.


 


(3)          At
such time as Landlord or Tenant shall have received the requisite approvals from any municipality or governmental
agency having jurisdiction over the completion of the Tenant's Work, such party hereto shall provide such documentation to
the other party hereto.


 


(4)          The
provisions of this Section 25 shall survive any termination of this Lease.


 


(5)          "Tenant's
Plans," prepared in conformity with Exhibit C attached hereto, and containing a layout for Tenant's intended use of the
Demised Premises and exterior sign drawing, are included in the Building Plans in Exhibit B.


 


(6)          Tenant
shall not install any fixtures or equipment which can exceed the capacity of any utility facilities serving the Demised Premises.
Any additional utility facilities required in connection with any equipment installed by Tenant shall be installed at Tenant's
expense and shall comply with all applicable code requirements and with plans and specifications which are approved in writing
by Landlord.


 


26.      Miscellaneous
Additional Provisions.


 


a.           Captions.
The captions appearing at the commencement of the sections hereof are descriptive only and for convenience in reference to
this Lease and in no way whatsoever define, limit or describe the scope or intent of this Lease, nor in any way affect this Lease.


 


b.          Remedies
Cumulative. The various rights, options, elections and remedies of Landlord contained in this Lease shall be cumulative and
no one of them shall be construed as exclusive of any other, or of any right, priority or remedy allowed or provided for by law
and not expressly waived in this Lease.


 




    	 	-20-	 



     


    

 


c.           Successors
and Assigns. Subject to the provisions restricting assignment, the terms, provisions, covenants and conditions contained in
this Lease shall apply to, bind and inure to the benefit of the heirs, executors, administrators, legal representatives, successors
and permitted assigns of Landlord and Tenant, respectively.


 


d.           Partial
Invalidity, If any term, provision, covenant or condition of this Lease, or any application thereof, should be held by a court
of competent jurisdiction to be invalid void or unenforceable, all provisions, covenants and conditions of this Lease, and all
applications thereof, not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be
affected, impaired or invalidated thereby.


 


e.           Time
of the Essence. Time is of the essence of this Lease and all of the terms, provisions, covenants and conditions hereof.


 


f.            Entire
Agreement. This Lease contains the entire agreement between the parties and cannot be changed or terminated orally.


 


g.           No
Partnership. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create
the relationship of principal and agent or of partnership or of joint venture or of any association between Landlord and Tenant.
Neither the method of computation of rent nor any other provisions contained in this Lease nor any acts of the parties hereto
shall be deemed to create any relationship between Landlord and Tenant other than the relationship of Landlord and Tenant.


 


h.          Attorney's
Fees and Costs, In any action brought by Landlord to enforce any of its rights under or arising from this Lease, Landlord
shall be entitled to receive its cost and legal expenses including reasonable attorney's fees, whether such action is prosecuted
to judgment or not The parties hereto shall And they hereby do waive trial by jury in any action, proceeding or counterclaims
brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with
this Lease, the relationship of landlord and tenant, Tenant's use or occupancy of the Demised Premises, and/or any claim of injury
or damage. In the event Landlord commences any proceedings for nonpayment of rent, Tenant will not interpose any counterclaim
of whatever nature or description in any such proceedings. This shall not, however, be construed as a waiver of the Tenant's rights
to assert such claims in any separate action or actions brought by Tenant. The parties hereto covenant and agree that Landlord
shall have no duty to mitigate damages arising in any way out of Tenant's failure to comply with any term, condition, covenant
or agreement of this Lease.


 


i.            Number
and Gender, Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be
substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution
or substitutions.


 


j.           Governing
Law, The laws of the State of Nevada shall govern the validity, construction, performance and effect of this Lease, exclusive
of the conflict of laws provisions thereof.


 




    	 	-21-	 



     


    

 


k.          Joint
Liability of All Tenants. In the event Tenant now or hereafter shall consist of more than one person, firm or corporation,
then and in such event, all such persons, firms or corporations shall be jointly and severally liable as Tenant hereunder.


 


l.            No
Lease until Signed by the Parties. The submission of this Lease for examination does not constitute a reservation of or option
for the Demised Premises and this Lease becomes effective as a Lease only upon execution and delivery thereof by Landlord and
Tenant.


 


m.          Tenant
must Advise Landlord of Matters Affecting Title, Should any claim or lien be filed against the Demised Premises, or any action
or proceeding be instituted affecting the title to the Demised Premises, tenant shall give Landlord written notice thereof as
soon as Tenant obtains knowledge thereof.


 


n.          Lease
Construed According to its Terms, Although the printed provisions of those Lease were drawn by Tenant, this Lease shall not
be construed either for or against Landlord or Tenant, but this Lease shall be interpreted in accordance with the general tenor
of its language.


 


o.         Acknowledgment
of Independent Advice. Each party whose signature appears below acknowledges that he has read all of the provisions of the
foregoing agreement, understands them, has sought independent advice regarding the legal effect of the provisions herein, and
agrees to be bound by said provisions.


 


p.          Warranty.
In the event Tenant shall consist of a corporation, the officer signing this agreement for such corporation shall deliver
to Landlord, on or before the date of execution of this Lease, a Resolution of the Board of Directors of such corporation approving
this Lease and authorizing execution of this Lease by the above-described officer of the corporation.


 


q.          Waiver.
No course of dealing or delay between the parties shall operate as a waiver of the rights of any party to this Lease. No default,
covenant or condition of this Lease may be waived other than in writing.


 




    	 	-22-	 



     


    

 


r.           Counterparts.
This Lease may be executed in facsimile form and in one or more counterparts, and by the different parties hereto on separate
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Lease.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first written above.


 


	LANDLORD	 	TENANT
	 	 	 
	
        LVRH PROPERTIES LLC,

        a Nevada limited-liability company
	 	
        LAS VEGAS REHABILITATION HOSPITAL,

        a Nevada limited-liability company

	 	 	 
	By:	/s/ Edward M. Nigro	 	By:	/s/ A. Allan Stipe
	 	Edward M. Nigro, Manager	 	 	A. Allan Stipe, Manager
	 	 	 
	Landlord's Address:	 	Tenant's Address:
	 	 	 
	3965 South Durango Drive	 	3965 South Durango Drive
	Suite 106	 	Suite 106
	Las Vegas, NV 89052	 	Las Vegas, NV 89052


 




    	 	-23-	 



     


    

 


EXHIBIT A


SITE PLAN


 




    	 	-24-	 



     


    

 


EXHIBIT B


BUILDING SHELL & TENANT IMPROVEMENTS


 




    	 	-25-	 



     


    

 


EXHIBIT C


DESCRIPTION OF TENANT'S WORK


 


TENANT'S WORK - The following work
is required to be completed, placing the Demised Premises in finished condition, ready to open for business, by Landlord at Tenant's
and/or Landlord's expense as set forth in Section 25(b)(1) above. Tenant's Work shall be in accordance with the following:


 


		A.	GENERAL PROVISIONS



 


All of Tenant's Work shall
be governed in all respect by, and be subject to, the following:


 


		1.	Landlord shall have the right to require Tenant to
furnish payment and performance bonds, or other security in form satisfactory to Landlord, for the prompt and faithful performance
of the cost of Tenant's Work in excess of the Landlord's Contribution, assuring completion of Tenant's Work and conditioned that
Landlord will be held harmless from payment of any claim in excess of the Landlord's Contribution either by way of damages or
liens on account of bills for labor, material, services or fees, in connection with Tenant's Work. Tenant's Work shall at all
times be conducted in such manner that Tenant shall not be in violation of the Lease.



 


		2.	It is understood and agreed between Landlord and Tenant
that costs incurred by Landlord, if any, as a result of Tenant's failure or delay in providing the information required by this
Exhibit and by the Lease to which this Exhibit is attached, shall be the sole responsibility of Tenant, who shall pay such costs,
if any, promptly upon Landlord's demand.



 


		3.	All Tenant's Work shall conform to applicable statutes,
ordinances, regulations and codes and the requirements of various rating bureaus. Landlord shall obtain all approvals with respect
to electrical, water, sewer, heating, cooling and telephone work, all as may be required by the utility company supplying the
service.



 


		4.	No approval by Landlord shall be deemed valid unless
in writing and signed by Landlord.



 




    	 	-26-	 



     


    

 


		5.	Prior to commencement of Tenant's Work and until completion
thereof, or commencement of the Lease Term, whichever is the last to occur, Landlord shall effect and maintain Builder's Risk
Insurance covering Landlord, Tenant, Tenant's contractors and Tenant's subcontractors, as their interests may appear, against
loss or damage by fire, vandalism and malicious mischief and such other risks as are customarily covered by a so-called "extended
coverage endorsement" upon all Tenant's Work in place and all materials stored at the site of Tenant's Work, and all
materials, equipment, supplies and temporary structures of all kinds incidental to Tenant's Work, and equipment, all while forming
a part of or contained in such improvements or temporary structures, or while on the Demised Premises or within 100 feet thereof,
or when adjacent thereto, while on sidewalks, streets or alleys, all to the full insurable value thereof at all times on a completed
value basis. In addition, Landlord agrees to indemnify and hold Tenant harmless against any and all claims for the injury to persons
or damage to property by reason of the use of the Demised Premises for the performance of Tenant's Work, and claims, fines, and
penalties arising out of any failure of Landlord or its agents, contractors and employees to comply with any law, ordinance, code
requirement, regulations or other requirements applicable to Tenant's Work; and Landlord agrees to require all contractors and
subcontractors engaged in the performance of Tenant's Work to effect and maintain certificates evidencing the existence of, and
covering Landlord, Tenant, Tenant's contractors, and Tenant's subcontractors, prior to .commencement of Tenant's Work and until
completion thereof, the following insurance coverages:



 


		a.	Worker's Compensation and Occupational Disease Insurance in accordance with the laws of the
                                                                              State in which the property is located, including Employer's Liability Insurance to the limit of $100,000.



 


		b.	Comprehensive General Liability Insurance, excluding "Automobile Liability" against
                                                                              bodily injury, including death resulting therefrom, and personal injury in the limits of $1,500,000 for any one occurrence
                                                                              and property damage in the limits of $500,000 for any one occurrence or a combined single limit policy of $1,500,000 per
                                                                              occurrence.



 


		c.	Comprehensive Automobile Insurance, including "non-owned" automobiles,
                                                                              against bodily injury, including death resulting therefrom, in the limits of $1,500,000 for any one occurrence and $500,000
                                                                              property damage or a combined single limit of $1,500,000.



 


		B.	TENANT IMPROVEMENTS,



 


Providing and installing
all tenant improvements per plans.


 


		C.	FURNITURE, FIXTURES, EQUIPMENT AND SIGNS



 


All furnishings, trade
fixtures, equipment, signs, and related parts, including installation. Location and design of all signs subject to prior written
consent of Landlord.


 




    	 	-27-	 



     


    

 


		D.	ELECTRICAL



 


		1.	All systems, where required for intercommunication,
music antenna, material handling or conveyor, burglar alarm, vault wiring, fire protection alarm, time clock and demand control.



 


		2.	All conduit, as required by the utility company supplying
the services for necessary telephone wires within the Demised Premises.



 


		E.	SUBSEQUENT REPAIRS AND ALTERATIONS



 


Landlord reserves the
right to require changes in Tenant's Work when necessary by reason of code requirements. Tenant shall maintain the Demised Premises
and make all repairs thereto, other than repair of the foundation, roof and structural portions of the walls.


 


		F.	DOORS AND EXITING REQUIREMENTS



 


		1.	All exiting codes must be adhered to.



 


		2.	A clear exiting path to Tenant's rear door must be
maintained.



 




    	 	-28-	 



     


    

 


EXHIBIT D


TENANT'S PLANS


 




    	 	-29-	 



     


    

 


AMENDMENT NO. 1


 


FIRST AMENDMENT TO THE LEASE dated
JANUARY 30, 3006 by and between LVRH PROPERTIES LLC, a Nevada limited-liability company ("Landlord") and
LAS VEGAS REHABILITATION HOSPITAL, a Nevada limited-liability company ("Tenant") with respect to
the demise by Landlord to Tenant of that certain premises described as 9175 W. Oquendo Road, Las Vegas, Nevada
and shown on the Site Plan attached as Exhibit A hereto, (all of such premises collectively, the "Demised Premises
").


 


Landlord has agreed to the following
changes:


 


		(1)	Reduction of the monthly rent under the Lease during
each month of the fourth quarter of 2008 and the first quarter of 2009 to $85,000.



 


		(2)	Allow payment of the monthly rental in respect of each month of the fourth quarter of 2008
                                                                                 to be deferred until expiration or termination of the lease term, at which time all of such unpaid sums will be due
                                                                                 and payable to the Landlord as a lease expiration/termination fee.



 


		(3)	All other conditions of the lease agreement dated January
30, 2006, shall remain in full force and effect.



 


	LANDLORD	 	TENANT
	 	 	 
	LVRH PROPERTIES LLC,	 	LAS VEGAS REHABILITATION HOSPITAL,
	a Nevada limited-liability company	 	a Nevada limited-liability company
	 	 	 
	By:	/s/ Edward M. Nigro	 	By:	/s/ A. Allan Stipe
	 	Edward M. Nigro, Manager	 	 	A. Allan Stipe, Manager
	 	 	 
	Date:	1/30/09	 	Date:	1/30/09


 




     


     


    

 


AMENDMENT NO. 2


 


SECOND AMENDMENT TO THE LEASE dated
JANUARY 30, 2006 by and between LVRH PROPERTIES LLC, a Nevada limited-liability company ("Landlord") and
LAS VEGAS REHABILITATION HOSPITAL, a Nevada limited-liability company ("Tenant") with respect to
the demise by Landlord to Tenant of that certain premises described as 9175 W. Oqaendo Road, Las Vegas, Nevada
and shown on the Site Plan attached as Exhibit A hereto, (all of such premises collectively, the "Demised Premises
").


 


Landlord has agreed to the following
changes:


 


		(1)	Extend the Reduction of the monthly rent under the
Lease during each month of the second quarter of 2009 to $85,000.



 


		(2)	Allow payment of the monthly rental in respect of each
month of the fourth quarter of 2008 to be deferred until expiration or termination of the lease term, at which time all of such
unpaid sums will be due and payable to the Landlord as a lease expiration/termination fee.



 


		(3)	All other conditions of the lease agreement dated January
30, 2006, shall remain in full force and effect.



 


	LANDLORD	 	TENANT
	 	 	 
	LVRH PROPERTIES LLC,	 	LAS VEGAS REHABILITATION HOSPITAL,
	a Nevada limited-liability company	 	a Nevada limited-liability company
	 	 	 
	By:	/s/ Edward M. Nigro	 	By:	/s/ A. Allan Stipe
	 	Edward M. Nigro,
    Manager	 	 	A. Allan Stipe, Manager
	 	 	 
	Date:	April 2, 2009	 	Date: 	5/2/09


 




     


     


    

 


AMENDMENT NO. 3


 


THIRD AMENDMENT TO THE LEASE dated
JANUARY 30, 2006 by and between LVRH PROPERTIES LLC, a Nevada limited-liability company ("Landlord") and
LAS VEGAS REHABILITATION HOSPITAL, a Nevada limited-liability company ("Tenant") with respect to
the demise by Landlord to Tenant of that certain premises described as 9175 W. Oquendo Road, Las Vegas, Nevada
and shown on the Site Plan attached as Exhibit A hereto, (all of such premises collectively, the "Demised Premises
").


 


Landlord has agreed to the following
changes:


 


		(1)	Extend the Reduction of the monthly rent under the
Lease to $85,000.00 per month during each month of the year 2009.



 


		(2)	Deferred rent for the fourth quarter of 2008 to be free rent and the lease term extended for
                                                                                 3 months until June 30, 2017.



 


		(3)	All other conditions of the lease agreement dated January
30, 2006, shall remain in full force and effect



 


	LANDLORD	 	TENANT
	 	 	 
	LVRH PROPERTIES LLC,	 	LAS VEGAS REHABILITATION HOSPITAL,
	a Nevada limited-liability company	 	a Nevada limited-liability company
	 	 	 
	By:	/s/ Edward M. Nigro	 	By:	/s/ A. Allan Stipe
	 	Edward M. Nigro, Manager	 	 	A. Allan Stipe, Manager
	 	 	 
	Date: 	3/12/09	 	Date: 	3/12/09


 




     


     


    

 


AMENDMENT NO. 4


 


THIRD AMENDMENT TO THE LEASE dated
JANUARY 30, 2006 by and between LVRH PROPERTIES LLC, a Nevada limited-liability company ("Landlord") and
LAS VEGAS REHABILITATION HOSPITAL, a Nevada limited-liability company ("Tenant") with respect to
the demise by Landlord to Tenant of that certain premises described as 9175 W, Oquendo Road, Las Vegas, Nevada and
shown on the Site Plan attached as Exhibit A hereto, (all of such premises collectively, the "Demised Premises ").


 


Landlord has agreed to the following changes:


 


		(1)	Adjusted triple net rent for 2010 is $115,000 per
month.



 


		(2)	See Attachment #1 for a recapture of the rent discounts
for January 1, 2011 to March 31, 2017



 


		(3)	All other conditions of the lease agreement dated January
30, 2006, shall remain in full force and effect.



 


	LANDLORD	 	TENANT
	 	 	 
	
        LVRH PROPERTIES LLC,

        a Nevada limited-liability company
	 	
        LAS VEGAS REHABILITATION HOSPITAL,

        a Nevada limited-liability company

	 	 	 
	By:	/s/ Edward M. Nigro	 	By:	/s/ A. Allan Stipe
	 	Edward M. Nigro, Manager	 	 	A. Allan Stipe, Manager
	 	 	 
	Date: 	June 30, 2009	 	Date: 	4/30/09


 




     


     


    

 


Attachment (1)


 


Lease Discount Periods


 


	1st QTR 2009	 	 	 	 
	 	 	 	 	 
	Original Rent	 	 	128,750	 
	Discounted Rent	 	 	(85,000	)
	Difference	 	 	43,750	 
	 	 	 	 	 
	Total discount @ 3 Months	 	 	131,250	 
	 	 	 	 	 
	2nd QTR 2009 - 4th QTR 2009	 	 	 	 
	 	 	 	 	 
	Original Rent	 	 	132,612	 
	Discounted Rent	 	 	(85,000	)
	Difference	 	 	47,612	 
	 	 	 	 	 
	Total discount @ 9 Months	 	 	428,508	 
	 	 	 	 	 
	1st QTR 2010	 	 	 	 
	 	 	 	 	 
	Original Rent	 	 	132,612	 
	Discounted Rent	 	 	(115,000	)
	Difference	 	 	17,612	 
	 	 	 	 	 
	Total discount @ 3 Months	 	 	52,836	 
	 	 	 	 	 
	2nd QTR 2010 - 4th QTR 2010	 	 	 	 
	 	 	 	 	 
	Original Rent	 	 	136,590	 
	Discounted Rent	 	 	(115,000	)
	Difference	 	 	21,590	 
	 	 	 	 	 
	Total discount @ 9 Months	 	 	194,310	 
	 	 	 	 	 
	Total Discount	 	 	806,904	 



 




     


     


    

  


Lease Discount Periods


 


	Additional Rent Calculation	 	 	 	 
	 	 	 	 	 
	Remaining Term - 75 Months	 	 	 	 
	January 1, 2011 to March 31, 2017	 	 	 	 
	 	 	 	 	 
	Total Discount	 	 	806,904	 
	 	 	 	 	 
	Increase monthly costs	 	 	806,904	 
	 	 	 	÷75	 
	 	 	 	10,759	 



 


At end of 1st Term (2017) additional rent is terminated


 


	Commencing January 1,2011	 	 	 	 
	 	 	 	 	 
	Original Rent	 	 	136,590	 
	Additional Rent	 	 	10,759	*
	Total Rent	 	 	147,349	 
	 	 	 	 	 
	2nd QTR 2011 -4th QTR 2011	 	 	 	 
	 	 	 	 	 
	Original Rent	 	 	140,688	 
	Additional Rent	 	 	10,759	*
	Total Rent	 	 	151,447	 



 


* Note - Additional rent only payable from hospital quarterly
cash flow greater than 1.5 times lease payments.


 


-Additional rent not subject to 3% increase.


 




     


     


    

 


Attachment (2)


 


	Investor Proforma	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income Property Operating Analysis	 	YR 2009	 	 	 	 	 	YR 2010	 	 	 	 	 	YR 2011*	 	 	 	 	 	YR 2012*	 	 	 	 	 	YR 2013*	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Monthly Net Rent	 	 	85,000	 	 	 	1.70	 	 	 	115,000	 	 	 	2.30	 	 	 	147,349	 	 	 	2.95	 	 	 	151,447	 	 	 	3.03	 	 	 	155,668	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	151,447	 	 	 	3.03	 	 	 	156,067	 	 	 	3.12	 	 	 	160,000	 
	Annual Net Rent	 	 	1,020,000	 	 	 	 	 	 	 	1,380,000	 	 	 	 	 	 	 	1,805,070	 	 	 	 	 	 	 	1,855,353	 	 	 	 	 	 	 	1,907,004	 
	Annual Debt Service 	 	 	698,000	 	 	 	 	 	 	 	864,000	 	 	 	 	 	 	 	864,000	 	 	 	 	 	 	 	864,000	 	 	 	 	 	 	 	864,000	 
	Net Income	 	 	322,000	 	 	 	 	 	 	 	516,000	 	 	 	 	 	 	 	941,070	 	 	 	 	 	 	 	991,353	 	 	 	 	 	 	 	1,043,004	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Investor Equity	 	 	3,700,000	 	 	 	 	 	 	 	3,700,000	 	 	 	 	 	 	 	3,700,000	 	 	 	 	 	 	 	3,700,000	 	 	 	 	 	 	 	3,700,000	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Return	 	 	8.7	%	 	 	 	 	 	 	13.9	%	 	 	 	 	 	 	25.4	%	 	 	 	 	 	 	26.8	%	 	 	 	 	 	 	28.2	%
	DCR	 	 	 	 	 	 	 	 	 	 	1.60	 	 	 	 	 	 	 	1.92	 	 	 	 	 	 	 	2.15	 	 	 	 	 	 	 	2.21	 



 


* increase
rent by $10,759 per month per lease modification * rate change each April