Georgia ProtonCare Center - Asset Sale Summary

Bidding Procedures / Asset Purchase Agreement Summary

Parties Involved

• Seller: Georgia ProtonCare Center Inc., a Georgia nonprofit corporation, as debtor and debtor-in-possession
• Buyer: Emory University, by and on behalf of Emory University Hospital Midtown, a Georgia non-profit and tax-exempt corporation, selected as the Successful Bidder
• The Buyer is not an insider (as defined in section 101(31) of the Bankruptcy Code) of the Debtor.

Assets Being Sold

• Substantially all of the Seller's assets relating to its proton therapy cancer treatment center located at 615 Peachtree St NE, Atlanta, Georgia (the "Seller Facility"), free and clear of all encumbrances other than Permitted Encumbrances.
• Purchased Assets include, among other items:
  • The Owned Real Property, including all rights in the land, buildings, fixtures, parking lots, and other improvements;
  • Real Property Leases under which Seller is lessor or landlord;
  • Tangible personal property used in connection with the operation of the Seller Facility, including proton modalities and gantries, equipment, furniture, machinery, IT Systems, and leasehold improvements;
  • Inventory owned by Seller as of the Closing;
  • Intangible personal property, including enrollments, certifications, warranties, zoning approvals, building permits, and Purchased Intellectual Property;
  • Assigned Contracts;
  • To the extent assignable, all Permits, including Certificate of Need No. 2011-056 authorizing the development and operation of a proton therapy service in Atlanta, Fulton County, GA;
  • All Purchased Causes of Action; and
  • All Accounts Receivable and rights to collect the same (the "Purchased A/R"), together with any cash payments received by Seller from and after Closing related to the Purchased A/R in an amount not to exceed $4,076,242 (the "Cash Cap"). Any cash received in excess of the Cash Cap shall be an Excluded Asset.
• Excluded Assets include, among other items, current and non-current cash and cash equivalents, securities, investments, bond funds, and other funds created by bond indentures; insurance policies (other than Insurance Proceeds), including specified business interruption insurance claims; drugs, pharmaceuticals, and other medical or clinical products that cannot, by law, be sold to Buyer; Employee Benefit Plans; and the rights of Seller under the Asset Purchase Agreement.
• Assumed Liabilities are limited to:
  • Certain unpaid post-Petition Date trade payables incurred in the ordinary course, in an amount not to exceed $450,000 (subject to specified exclusions), and all post-Closing trade payables relating to the Seller Facility;
  • Liabilities arising under the Assigned Contracts from and after the Closing Date, including Cure Amounts (subject to the Cure Amount Cap);
  • Liabilities and obligations with respect to the Purchased Assets accruing on or after the Closing Date;
  • Patient refunds and credits for claims accruing post-Closing; and
  • Property Taxes allocable to Buyer.
• All liabilities not expressly assumed are Excluded Liabilities, including pre-Closing expenses, intercompany debt, taxes attributable to pre-Closing periods, environmental liabilities, employee-related liabilities, Monetary Liens, and Transfer Taxes.

Stalking Horse Bid

• The aggregate consideration for the Purchased Assets (the "Purchase Price") consists of:
  • $110 million in cash, less the Deposit and the Seller Property Tax Amount (if any), payable by wire transfer at Closing; and
  • The Deposit, to be released by the Escrow Agent to Seller at Closing.
• In addition to the Purchase Price, Buyer agrees to assume the Assumed Liabilities, including payment of Cure Amounts to applicable Contract Parties pursuant to the Sale Order, subject to the Cure Amount Cap.
• The Asset Purchase Agreement was deemed a Qualified Bid in accordance with the Sale Procedures Order, and Buyer was designated as the stalking horse purchaser for the Purchased Assets.
• The Bankruptcy Court determined that the consideration provided by Buyer constitutes the highest and best offer for the Purchased Assets and will provide a greater recovery for the Debtor's estate than any other available alternative.

Bid Protections

• Expense Reimbursement: In the event Buyer is not declared the winning bidder, Seller shall pay Buyer's reasonable and documented out-of-pocket fees and expenses in an aggregate amount of up to 1% of the cash portion of the Purchase Price.
• Break-Up Fee: In the event Seller consummates an Alternative Transaction, Seller shall pay Buyer a fee equal to 3% of the cash portion of the Purchase Price.
• The Break-Up Fee shall constitute an allowed administrative expense claim against Seller's bankruptcy estate pursuant to sections 503(b), 507(a)(2), and 507(b) of the Bankruptcy Code, and shall constitute a superpriority administrative expense claim under section 503(b).
• Subject to the Sale Procedures Order, the Break-Up Fee and Expense Reimbursement shall be paid by wire transfer solely from the proceeds of an Alternative Transaction within three Business Days of its closing.
• The Break-Up Fee shall only be an obligation of Seller if (i) the Agreement is terminated pursuant to specified provisions, (ii) an Alternative Transaction is consummated, or (iii) the Bankruptcy Court approves termination by Seller to permit its board to fulfill fiduciary duties relating to an Alternative Transaction.

Good Faith Deposit

• Upon entry of the Sale Procedures Order and approval of the Bid Protections, Buyer deposited $4,400,000 (the "Escrow Amount" or "Deposit") with the Title Company, as Escrow Agent, pursuant to the Escrow Agreement.
• At Closing, the Deposit is credited toward the Purchase Price.
• Upon any termination of the Agreement (other than termination by Seller for Buyer's breach), Seller shall instruct the Escrow Agent to refund the Deposit to Buyer within two Business Days.
• If termination is by Seller for Buyer's breach, the Deposit shall be forfeited to Seller as liquidated damages, which, together with reasonable, documented attorneys' fees and enforcement costs, constitute Seller's sole damages. The Parties intend that the Deposit constitutes compensation, and not a penalty, and represents a reasonable estimate of anticipated or actual harm.

Auction Details

• The Debtor conducted a marketing process in accordance with, and complied in all material respects with, the Sale Procedures Order.
• The sale process afforded a full, fair, and reasonable opportunity for any Person or entity to make a higher or otherwise better offer to purchase the Purchased Assets.
• "Qualified Bid" means competing bids qualified for the Auction in accordance with the Sale Procedures Order.

Assumption and Assignment

• The Debtor served the Assumption and Assignment Notice on all Contract Counterparties to the Assigned Contracts, setting forth the contracts that may be assumed and assigned, the proposed effective date of assignment, the Cure Amount, and the deadlines for filing objections.
• Schedule 2.4(b) sets forth Seller's good faith estimate of the Cure Amount for each Proposed Assumed Contract. Buyer shall not be obligated to assume or pay Cure Amounts in excess of $4,187,074, plus any prepetition amounts owed by Seller under any agreement between Seller and Emory University or its affiliates (the "Cure Amount Cap"). Seller shall promptly pay any Cure Amounts in excess of the Cure Amount Cap pursuant to the Sale Order.
• Pursuant to sections 105(a), 363, and 365 of the Bankruptcy Code, the Debtor's assumption, assignment, and transfer of the Assigned Contracts to the Buyer are authorized and approved, free and clear of all Interests (except for Permitted Encumbrances and Assumed Liabilities).
• The Buyer's promise to perform obligations first arising under the Assigned Contracts after assumption and assignment constitutes adequate assurance of future performance under sections 365(b)(1)(C) and 365(f)(2)(B) of the Bankruptcy Code.
• All Contract Counterparties shall be deemed to have consented to such assumption and assignment under section 365(c)(1)(B), and Buyer shall enjoy all of the Debtor's rights, benefits, and privileges under each Assigned Contract without the necessity of obtaining any non-Debtor parties' written consent.
• Buyer retains the right to modify the list of Assigned Contracts after the Sale Order, up to the earlier of the applicable designation deadline or any applicable deadline under the Bankruptcy Code (including confirmation of a plan of reorganization or liquidation).

Sale Free and Clear & Successor Liability

• Pursuant to sections 105(a), 363(b), 363(f), 365(b), and 365(f) of the Bankruptcy Code, the Debtor is authorized and directed to transfer the Purchased Assets, including the Assigned Contracts, to the Buyer free and clear of all Interests (except for Permitted Encumbrances and Assumed Liabilities).
• The Debtor may sell or transfer the Purchased Assets free and clear of all Interests because one or more of the standards set forth in section 363(f)(1)–(5) of the Bankruptcy Code has been satisfied. No holders of Interests have objected to the Sale or the Motion and are deemed to have consented pursuant to section 363(f)(2).
• All Interests shall attach solely to the proceeds of the Sale with the same validity, priority, force, and effect they had against the Purchased Assets, subject to any claims and defenses the Debtor and its estate may possess.
• All Persons and entities holding Interests (other than Permitted Encumbrances and Assumed Liabilities) are forever barred, estopped, and permanently enjoined from asserting their respective Interests against the Buyer, its Affiliates, Subsidiaries, and Representatives, and their respective property and assets, including the Purchased Assets.
• The Sale Order constitutes authorization for Buyer to file UCC termination statements with respect to all security interests in or liens on the Purchased Assets.
• No bulk sales law or any similar law of any state or other jurisdiction applies to the Transactions.
• Except for the Assumed Liabilities, Buyer shall have no liability, responsibility, or obligation for any Interest of or against the Debtor or otherwise related to the Purchased Assets, and shall not be deemed a successor to the Debtor or to have merged or consolidated with the Debtor.
• The Transactions do not result in (a) a consolidation, merger, or de facto merger between Buyer and the Debtor, (b) substantial continuity, (c) common identity, or (d) a mere continuation of the Debtor with Buyer.
• Buyer shall have no obligations or liabilities to any employee of the Debtor or in respect of any employee benefits owing to any Debtor employee, except as expressly assumed under the Asset Purchase Agreement.

Good Faith Findings

• The Asset Purchase Agreement and the sale of the Purchased Assets were negotiated by the Debtor and Buyer without collusion, in good faith, and from arm's length bargaining positions.
• Neither the Debtor nor the Buyer engaged in conduct that would cause or permit the Sale or the Asset Purchase Agreement to be avoided or subject to monetary damages under section 363(n) of the Bankruptcy Code.
• The Buyer is a good faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and is granted the full rights, benefits, privileges, and protections thereunder.

Notice

• Notice of the Sale Hearing, the Auction, the Motion, the Sale, and the assumption and assignment of the Assigned Contracts was provided to all known interested Persons and entities, including the U.S. Trustee for the Northern District of Georgia; the holders of the twenty largest unsecured claims; counsel to the Bond Trustee; counsel to the proposed Stalking Horse Bidder; the United States Attorney's Office for the Northern District of Georgia; the Internal Revenue Service; state and local taxing authorities; the Attorney General for the State of Georgia; the Securities and Exchange Commission; the Centers for Medicare and Medicaid Services; Contract Counterparties; the Debtor's insurance carriers; and any party that requested notice pursuant to Bankruptcy Rule 2002.
• The Debtor published notice of the Sale, the Bid and Sale Procedures, the Asset Purchase Agreement, and the time and place of the Auction and Sale Hearing on the website maintained by the Debtor's Claims and Noticing Agent promptly after entry of the Sale Procedures Order.

Post-Closing Arrangements

• Prior to Closing, the Parties shall enter into a Transition Services Agreement, which shall generally consist of the provision of information and/or materials related to the winddown of the Seller and the monetization of the Excluded Assets. The term shall not exceed six months, with services reimbursed by Seller at actual cost up to an aggregate of $150,000, and thereafter on a cost-plus basis.
• After the Closing, Buyer shall use commercially reasonable efforts to collect the Purchased A/R consistent with industry practice.
• At Closing, an amount equal to the Cash Cap (the "A/R Escrow Amount") shall be deducted from the Purchase Price and deposited into an A/R Escrow Account held pursuant to an A/R Escrow Agreement among the A/R Escrow Agent, Seller, UMB Bank, N.A., as trustee, and Buyer. On a periodic basis, amounts of Purchased A/R collected (net of Servicer costs) are released to UMB Bank as trustee. The escrow terminates 180 days after Closing, at which point any shortfall up to the Cash Cap is released to Buyer and the balance to UMB Bank, N.A., as trustee.
• Pursuant to Bankruptcy Rules 6004(h), 6006(d), 7062, and 9014, the Sale Order shall not be stayed and shall be effective and enforceable immediately upon entry, with the stays under Bankruptcy Rules 6004(h) and 6006(d) expressly waived. The Debtor is authorized to close the Sale immediately upon entry of the Sale Order.

Termination

• The Asset Purchase Agreement may be terminated at any time prior to the Closing:
  • By the mutual written consent of Buyer and Seller;
  • By either Party, if any Law or final, binding, and non-appealable Order makes consummation of the Contemplated Transactions illegal or otherwise prohibited;
  • By Buyer, if Seller breaches or fails to perform in any material respect any representations, warranties, or covenants such that the conditions in Section 6.1 would not be satisfied, after notice and failure to cure within five Business Days;
  • By Seller, if Buyer breaches or fails to perform in any material respect any representations, warranties, or covenants such that the conditions in Section 7.1 would not be satisfied, after notice and failure to cure within five Business Days;
  • By either Party, if the Closing has not occurred on or before the Outside Closing Date;
  • By Buyer, if the Bankruptcy Case is converted to Chapter 7, dismissed, or any similar liquidation proceedings commence;
  • By either Party, if Buyer is not the winning bidder or the Backup Bidder; or
  • By Buyer pursuant to specified title-objection rights (Section 2.10(c)) or in the event of a casualty or condemnation exceeding the $5,000,000 Casualty Termination Threshold (Sections 2.11(c) and 2.11(e)).

Jurisdiction Retention

• The Bankruptcy Court retains jurisdiction, pursuant to 28 U.S.C. § 157(b), to, among other things, (a) interpret, implement, and enforce the terms and provisions of the Sale Order and the Asset Purchase Agreement; (b) compel delivery of the Purchased Assets to the Buyer; (c) enforce the injunctions and limitations of liability set forth in the Sale Order; and (d) enter any orders under sections 363 and 365 of the Bankruptcy Code with respect to the Assigned Contracts.
• Venue for all disputes or controversies arising out of or relating to the Asset Purchase Agreement or the Contemplated Transactions shall be in the United States Bankruptcy Court for the Northern District of Georgia.

Key Dates

• Effective Date of Asset Purchase Agreement: January 21, 2026
• Motion Filing Date: January 22, 2026
• Sale Procedures Hearing: February 4, 2026
• Sale Procedures Order Entered: February 5, 2026
• Petition Date: Within five Business Days after the Effective Date
• IOI Deadline: No later than 30 days after entry of the Sale Procedures Order
• Bid Deadline: No later than 45 days after the IOI Deadline
• Auction (if any): No later than five Business Days after the Bid Deadline
• Cure Schedule Filing Deadline: No later than 21 days prior to the commencement of the Sale Hearing
• Sale Hearing: May 4, 2026
• Sale Order Entered: May 4, 2026
• Inside Closing Date: No earlier than 60 days after execution of the Asset Purchase Agreement
• Outside Closing Date: No later than 140 days after execution of the Asset Purchase Agreement