Inspired Healthcare Capital Holdings - Chapter 11 Bidding Procedures Summary

Inspired Healthcare Capital Holdings, LLC — Master Sale Summary

Case No. 26-90004 (MXM), U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division

Part I — Common Terms

The following applies to every stalking horse transaction summarized in Part II unless a deal-specific summary states otherwise. The private sale in Part III is governed by its own agreement and is not subject to this framework.

Case Background

• On Feb. 2, 2026 (the "Petition Date"), Inspired Healthcare Capital Holdings, LLC and its affiliated debtors commenced chapter 11 cases in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division. There are 161 Debtors, jointly administered for procedural purposes only under Case No. 26-90004 (MXM) pursuant to Bankruptcy Rule 1015(b) and Local Rule 1015-1. (The Sale Process summary references Inspired Healthcare Capital Holdings, LLC and its 160 debtor affiliates.)
• The Debtors continue to operate their businesses and manage their properties as debtors in possession under Bankruptcy Code sections 1107(a) and 1108. The Debtors' mailing address is 7033 East Greenway Parkway, Suite 250, Scottsdale, AZ 85254.
• On April 13, 2026, the Court entered the Bidding Procedures Order [Docket No. 465], approving the Bidding Procedures (Exhibit 1 thereto) and authorizing the Debtors to (a) designate one or more Stalking Horse Bidders and (b) agree to Bid Protections.
• The "Business" consists of the ownership, development, leasing, management, operation and investment in senior living communities and related healthcare real estate, including independent living, assisted living, memory care and other senior housing and care services, together with related resident services, property management, marketing, development, asset management and investment management functions.
• Counsel to the Debtors and debtors in possession: Dechert LLP (Marcus A. Helt, Jack G. Haake and Debbie E. Green in Dallas; Jerry L. Hall in New York). DLA Piper LLP (US) (James Muenker, Dallas) also receives copies of Seller notices, as do Ankura Consulting Group, LLC (M. Benjamin Jones) and Trinity River Advisors (Mark Andrews).
• Case documents are available at https://dm.epiq11.com/case/ihcare/info; a complete list of the Debtors and the last four digits of their federal tax identification numbers is available at https://dm.epiq11.com/InspiredHealthcare.

Seller Structure

• Each community is held through a paired structure: a DST Seller (a Delaware statutory trust) holds fee simple title to the Owned Real Property and leases it to a Master Tenant Seller (a Delaware limited liability company) under a Master Tenant Lease. The Master Tenant Seller conducts the operations of the Business, including holding all material licenses and permits and maintaining relationships with residents and other counterparties.
• Each DST Seller executes through its Signatory Trustee, acting through Trinity River Advisors, LLC as Independent Manager (Mark Andrews, Authorized Signatory). Each Master Tenant Seller executes by M. Benjamin Jones of Ankura Consulting Group, LLC as Authorized Signatory.
• "Knowledge of Sellers" is defined by reference to the actual knowledge of Benjamin Jones, Elliot Neumann and Carrie Todd. Several agreements render the first name as "H. Benjamin Jones" in the Knowledge definition while the signature and notice blocks read "M. Benjamin Jones."
• Day-to-day operations at most communities are conducted by third-party managers, identified deal by deal in Part II. Senior Housing Management Group, LLC is the counterparty to management agreements at multiple communities.

Transaction Advisors

• Broker: Raymond James & Associates, Inc., which also maintains the Project Orange virtual data room hosted by Intralinks. The Sellers represent they have incurred no other finder's, broker's or agent's fee obligation, and each Buyer represents it has incurred none for which the Sellers may be liable.
• Escrow Agent for the Deposit: Ankura Trust Company, LLC.
• Title Company and closing escrow agent: Chicago Title Insurance Company (Stewart Title Guaranty Company in the NHP transaction; Continental Land Title Company in the Alliance Capital transaction).
• Deemed delivery: materials continuously accessible to the Buyer in the Project Orange data room for the period specified in the applicable APA prior to the Closing Date are deemed "delivered," "provided" and "made available" for all purposes.

Court-Approved Bidding Procedures

• Consultation Parties. Throughout the bidding process the Debtors consult with: the DIP Lender; the Prepetition Secured Lenders (Provident Bank, Stride Bank, N.A., Pinnacle Bank as successor by merger to Synovus Bank, HPI Fairmount Lender, LP, UMB Bank, N.A., Provident Bank as successor by merger to Lakeland Bank, Fifth Third Bank, N.A. as successor by merger to Comerica Bank, and Integrity Life Insurance Company); counsel to the Official Committee of Unsecured Creditors; counsel to the DST Representatives (any DST Committee, or absent one, Concorde Investments Services, LLC and the Ad Hoc Committee of DST Investors); and counsel to any other statutory committee.
  • A Consultation Party that submits or indicates its intention to submit a bid is excluded from evaluation and qualification of competing bids for the assets in its bid, but remains a Consultation Party for all other purposes. Neither the DIP Lender nor any Prepetition Secured Lender is a Consultation Party unless it waives its right to credit bid.
• Assets. The Debtors solicit the highest or otherwise best offer(s) for all, substantially all, or any portion of their assets. Chapter 5 causes of action, commercial torts and insider claims may not be sold or assigned without further Court order. Bidders are to identify the collateral bid on and, where bidding for more than one Community, allocate the bid by asset. All sales are "as is, where is" without representations or warranties except as expressly agreed in definitive documentation.
• Stalking horse designation. The Debtors may designate one or more stalking horse bidders at any time prior to the May 18, 2026 designation deadline, in consultation with the Consultation Parties, but are not obligated to do so and may proceed to auction without one. Upon designation, the Debtors file a notice identifying the bidder, the assets, the bid amount (including cash portion), any connection to the Debtors, proposed bid protections, and the stalking horse agreement with all exhibits and schedules. A stalking horse agreement sets the floor for all Qualified Bids. An unsuccessful stalking horse may still serve as Back-Up Bidder if its bid is second-highest or otherwise second-best.
• Right of First Refusal. At least two business days before the stalking horse designation deadline, the Debtors provide proposed stalking horse bids and allocations to the Prepetition Secured Lenders. If a Prepetition Secured Lender with collateral in a Community subject to a proposed stalking horse bid declines to credit bid by the designation deadline, the allocation for that Community sets the minimum reserve price and the lender waives the right to dispute payment of bid protections.
• Bid protections (procedures-level caps). Expense Reimbursement of reasonable, documented out-of-pocket costs not to exceed $2,500,000 in the aggregate; Break-Up Fee not to exceed 3% of gross purchase price. Where one stalking horse bidder is designated for multiple Communities, bid protections are allocated by Community.
• Credit bidding. Any party with a valid, perfected lien may credit bid under section 363(k) the face value of its claims, limited to assets subject to its lien; a credit bid by a Secured Party other than a Prepetition Secured Lender must include cash sufficient to pay any applicable broker fee. Prepetition Secured Lenders hold a Right of First Refusal as to proposed stalking horse bids: a credit bid exceeding the proposed allocation submitted on or before the designation deadline carries no bid-protection liability, while a credit bid after that deadline must include cash sufficient to cover applicable bid protections. Prepetition Secured Lenders may submit a Springing Credit Bid at the Auction where the Debtors determine a bid would reduce a Community's allocation below the designated stalking horse allocation and is then the highest or best bid for that Community. Qualified Bid criteria on financing sources, contingencies and identity do not apply to Prepetition Secured Lender credit bids, and no deposit is required on the credit portion of any bid. The Debtors reserve the right to seek a broker fee allocable to a credit bid transaction, and the lender reserves the right to dispute it. All parties retain rights to challenge a credit bid for cause under section 363(k). Dan P. Van Acker d/b/a Mars Construction may credit bid the face value of its claims against Inspired Senior Living of Creswell Development, LLC and Inspired Senior Living of Winery Lane Development, LLC up until the Sale Hearing, free of any other credit bid deadline.
• Good Faith Deposit. 5% of aggregate consideration, in a noninterest-bearing escrow account on terms acceptable to the Debtors, waivable or modifiable case-by-case in consultation with the Consultation Parties; no deposit on the credit portion of a credit bid. Upward modification of a bid may require a corresponding deposit increase. Deposits of unsuccessful Qualified Bidders are returned within five business days after the Auction; deposits of Successful and Back-Up Bidders are applied at closing. A breaching Successful or Back-Up Bidder forfeits its deposit as liquidated damages, without prejudice to other remedies.
• Bid requirements. To participate or access diligence, a potential bidder must deliver an executed confidentiality agreement, evidence of financial capacity to close, evidence of ability to obtain governmental, licensing and regulatory approvals, identification of the bidder (including beneficial owners, controlling entities and any insider or affiliate relationship), and a statement of intent to access the Data Room. A Qualified Bid must, among other things: identify the assets, assumed liabilities (including cure costs) and contracts and leases to be assigned; state price and terms; include committed financing not subject to internal approvals, syndication, diligence or credit committee approval; attach an executed purchase agreement (or, for a Chapter 11 Plan Bid, an executed investment agreement for a fully committed capital investment in exchange for substantially all reorganized equity); waive any break-up fee, termination fee, expense reimbursement or substantial contribution claim; indicate whether the bidder will hire all employees; contain all necessary authorizations; contain no diligence, inspection or financing contingencies; fully disclose all participating entities, shareholders, partners, investors and controlling entities; include "as is, where is" and non-collusion acknowledgments; provide senior living operating qualifications (operating history, number of communities operated, ownership structure, principal biographies); demonstrate adequate assurance including financial statements for fiscal years 2023 and 2024; identify each required regulatory and third-party approval and the expected closing date; be irrevocable and agree to serve as Back-Up Bidder; and submit to the Court's jurisdiction and waive jury trial. The Debtors may approve joint bids and merger proposals in their reasonable business judgment.
• Overbids. Bidding at the Auction begins with the Starting Bid, which must provide aggregate cash sufficient to equal or exceed the stalking horse bid plus the Break-Up Fee and Expense Reimbursement. Subsequent overbids may be made only at the Auction, in minimum increments announced by the Debtors, which may be increased or reduced during the Auction in the Debtors' reasonable business judgment.
• Auction. If more than one Qualified Bid is received by the Bid Deadline, the Auction is held June 24, 2026 at 10:00 a.m. CT; the Debtors may cancel the Auction as to any asset receiving only one Qualified Bid. Attendance is limited to the Debtors, Qualified Bidders, the Consultation Parties, the U.S. Trustee and their representatives. The Debtors preside and may announce modified or additional procedures at commencement in consultation with the Consultation Parties. Each Qualified Bidder receives a reasonable time to respond to prior bids and is informed after each overbid whether it reflects the then-highest or best bid. Each Qualified Bidder must confirm on the record that it has not colluded and that its bid is a good faith, bona fide offer. The Auction is transcribed or videotaped and may be adjourned in consultation with the Consultation Parties.
• Back-Up Bidder (procedures-level). Designated at the conclusion of the Auction in consultation with the Consultation Parties. If the Successful Bidder fails to close within the permitted time, the Back-Up Bidder is automatically deemed the Successful Bidder and must close as soon as reasonably practicable on 24 hours' notice filed with the Court, without further order. The Back-Up Bid remains open until the earliest of 60 days following the Sale Order hearing, consummation with the Successful Bidder, or written release by the Debtors.
• Allocations. Where a multi-Community bid omits an allocation, the Debtors allocate in consultation with the Consultation Parties. Allocations of bids covering Prepetition Secured Lender collateral are provided to that lender initially by May 15, 2026 at 12:00 p.m. CT and as soon as reasonably practicable thereafter, including during the Auction. Bids remain allocated through the Sale Hearing.
• Due diligence. Only Acceptable Bidders that have executed a Confidentiality Agreement receive diligence, including Data Room access. The diligence period ends on the Bid Deadline, extendable at the Debtors' discretion. Bidders may not contact customers, suppliers or contractual counterparties without the Debtors' prior written consent, and may not communicate with one another regarding potential bids absent written authorization from the Debtors' counsel. The Debtors may withhold or modify business-sensitive materials for competitor or customer bidders.
• Assumption and assignment (procedures-level). On or before April 14, 2026, the Debtors file and serve a Contract Assumption Notice identifying contracts and leases that may be assumed and assigned, with good faith Cure Cost estimates. (Order ¶21(a) references April 7, 2026, while the Schedule in ¶5 and the Bid Procedures specify April 14, 2026; because the Order was entered April 13, the April 14 date appears operative.) Cure objections are due April 28, 2026 at 12:00 p.m. CT, or as set in any Supplemental Assumption Notice; absent timely objection a counterparty is deemed to consent and is barred from objecting, including as to adequate assurance, with all defaults deemed cured on payment of stated Cure Costs. A Successful Bidder may add or remove contracts up to two business days prior to closing. No contract is deemed assumed and assigned until the later of entry of an order approving assumption and assignment and the closing. Only contracts scheduled to the executed definitive agreement are assumed and assigned.
• Sale free and clear; Sale Hearing. The Debtors seek to transfer title free and clear under section 363(f); any party failing to object by the Sale Objection Deadline is barred and deemed to consent for section 363(f) purposes. The Sale Hearing is set for June 30, 2026 at 9:30 a.m. CT, subject to adjournment by announcement in open Court or docket notice.
• Fiduciary out (procedures-level). Nothing requires the Debtors or their governing bodies to act inconsistently with applicable law or their fiduciary obligations as determined in good faith in consultation with outside counsel. Until the close of the applicable Auction, the Debtors and their advisors may consider, respond to and facilitate alternate proposals, provide non-public information, and continue related discussions or negotiations.
• Bidding procedures key dates.
  • Letter of Intent Deadline for a Stalking Horse Bidder: March 20, 2026, 12:00 p.m. CT
  • Contract Assumption Notice: April 14, 2026
  • Cure Objection Deadline: April 28, 2026, 12:00 p.m. CT
  • Allocation Notice to Prepetition Secured Lenders: May 15, 2026, 12:00 p.m. CT
  • Deadline to Designate a Stalking Horse Bidder: May 18, 2026
  • Bid Deadline: June 19, 2026, 12:00 p.m. CT
  • Credit Bid Deadline: June 20, 2026, 12:00 p.m. CT
  • Auction (if any): June 24, 2026, 10:00 a.m. CT
  • Notice of Successful Bidder: within one business day after conclusion of the Auction
  • Sale Objection Deadline: June 26, 2026, 4:00 p.m. CT
  • Sale Hearing: June 30, 2026, 9:30 a.m. CT

Standard APA Framework — Acquired and Excluded Assets

• Acquired Assets divide into (i) Real Property Assets — each DST Seller's Owned Real Property, with all Improvements and fixtures and appurtenant rights, post-closing rents and receivables, leases, subleases and occupancy agreements, designated Assumed Contracts, transferable Permits, books and records primarily related to the property (excluding general corporate files), assignable third-party insurance rights relating to damage or loss, and claims and causes of action (other than as to Taxes) arising from damage to or defects in the property or Improvements — and (ii) Operating Assets, comprising all assets primarily used in, held for use in or arising out of the Business, including transferable Permits, assumed Contracts, books and records, intangibles, goodwill, trade names, service marks and intellectual property, third-party insurance rights, and claims, rebates, refunds and recoveries arising from the Business.
• Breach of fiduciary duty claims, commercial tort claims, and claims for fraud or intentional misrepresentation arising from the Owned Real Property or Improvements are not Acquired Assets.
• Resident Agreements are assigned together with all security deposits and prepaid rents, regardless of the name in which they are held; where held by an affiliate or third-party manager, the applicable Seller uses reasonable efforts to cause assignment directly or through the Seller. Resident Agreements are not assigned to a New Licensee until it receives its New Licensee Permit.
• Seller Healthcare Permits are not transferred or assigned at Closing; a Buyer may not operate a senior care community under a Seller Healthcare Permit post-closing except under an applicable Bridging Agreement.
• Excluded Assets include cash and cash equivalents, deposits, investment interests and other financial assets; pre-closing accounts, notes and other receivables; Contracts not expressly assumed; all Causes of Action other than those expressly included, including those held by or on behalf of any other Person such as investment funds, creditors or any official committee; Organizational Documents, minute books and equityholder records; privileged or legally restricted records; Tax refunds, credits and attributes for Pre-Closing Tax Periods; all Plans and related assets; insurance policies except as expressly included; Sellers' rights under the Transaction Documents; and any Removed Community (unless reinstated by Reinclusion Notice) or MAE Removed Community together with associated assets.
• A recurring schedule of enterprise-level vendor agreements is excluded at each community: the Yardi Systems, Inc. SaaS subscription agreement dated Jan. 29, 2022; the PharMerica (Pharmacy Corporation of America) pharmacy services agreement dated March 16, 2023; the Certiphi Screening, Inc. master services agreement dated Jan. 30, 2023; and the symplr (Vendor Credentialing LLC) master service and license agreement dated March 22, 2023, in each case with Inspired Healthcare Capital or Volante Senior Living, LLC. Several schedules also flag site-level vendor arrangements to which the Sellers may not be parties and which therefore may not be assumable.

Standard APA Framework — Liabilities, Purchase Price and Deposit

• Assumed Liabilities are limited to Liabilities arising under the Assumed Contracts after the applicable Closing Date; all Cure Costs; Liabilities arising from the ownership, use or operation of the Acquired Assets and the Owned Real Property from and after the applicable Closing Date; Taxes on the Acquired Assets attributable to any Post-Closing Tax Period together with Sales Taxes and Transfer Taxes; and specified post-closing employment and benefits Liabilities for Buyer Employees. All other Liabilities are Excluded Liabilities, for which the Sellers remain solely and exclusively liable.
• Purchase Price equals the sum of the per-Community Allocations on the price schedule attributable to the Communities transferred at the applicable Closing (the Closing Cash Payment, and for each Subsequent Closing the Subsequent Closing Cash Payment), less any accrued PTO credit, plus assumption of the Assumed Liabilities. The aggregate of all cash payments may not exceed the aggregate Allocations as of the Execution Date. There is no reduction or increase in the Purchase Price for any change in Cure Costs or any addition or elimination of an Assumed Contract.
• Purchase Price is allocated for Tax purposes under section 1060 of the Code pursuant to an Allocation Statement delivered after each Closing, becoming final and binding absent objection within 30 days. No Allocation Statement is binding for purposes of the actual distribution of proceeds as between a DST Seller and a Master Tenant Seller.
• Deposit equals 5% of the aggregate Allocations as of the Execution Date, funded with Ankura Trust Company, LLC and held in an interest-bearing account. It is not subject to any lien, attachment, trustee process or other judicial process of any creditor of any Seller or Buyer except as required by the Escrow Agreement, and is not property of any Seller's estate under section 541. The Buyer bears all Escrow Agent fees, costs and expenses.
• Deposit waterfall, applied pro rata by Community based on Allocations as of the Execution Date: credited against the applicable cash payment at each Closing; the Closing Cash Payment is reduced dollar for dollar by the share attributable to any Removed Community not designated a Back-Up Bidder Community and any MAE Removed Community; released to Sellers within five business days on a termination by Sellers for Buyer's material breach (or by Buyer in circumstances where Sellers would have been entitled so to terminate); returned to Buyer within five business days in all other termination scenarios; released to Sellers as liquidated damages and sole remedy where a Subsequent Closing fails to occur by the Subsequent Closing Deadline notwithstanding satisfaction of the Buyer's conditions; and returned to Buyer following the closing of an Alternative Transaction for a Back-Up Bidder Community.
• The Title Company Agreement must be executed and delivered by the Parties and the Title Company no later than five business days prior to the Auction; failure by the Buyer and Title Company to do so is a deemed Buyer default permitting immediate Seller termination and retention of the Deposit.

Standard APA Framework — Bid Protections

• Each APA constitutes a Stalking Horse Agreement and each Buyer a Stalking Horse Bidder as defined in the Bidding Procedures.
• Full Break-Up Fee: 3% of the aggregate Allocations as of the Execution Date, payable in addition to the Expense Reimbursement upon termination under the specified subsections of Section 11.1 — generally Court approval of an Alternative Transaction, dismissal or conversion, Buyer termination for Seller breach, Seller acceptance of a higher or better bid, and exercise of the fiduciary out. Where termination arises from an Alternative Transaction, acceptance of a higher bid, or the fiduciary out, the fee is a required closing payment at the closing of the Alternative Transaction; otherwise it is payable within five business days of termination.
• Pro Rata Break-Up Fee: 3% of the Allocation for any individual Community that becomes a Removed Community not designated (or, if designated, not reincluded) as a Back-Up Bidder Community, or that becomes an MAE Removed Community, payable within five business days following the closing of the sale of that Community to another Person. Any Pro Rata Break-Up Fee reduces the Full Break-Up Fee dollar for dollar.
• Expense Reimbursement: actual, reasonable and documented out-of-pocket fees and expenses (legal, financial advisory and accounting professionals, filing fees and similar costs) incurred in connection with diligence, preparation, execution, negotiation, documentation and performance of the APA, capped at a Maximum Expense Reimbursement Amount and payable within five business days following the closing of an Alternative Transaction. A per-Community pro rata portion is payable on removal of an individual Community, reducing the aggregate amount payable.
• Both components constitute allowed administrative expenses under sections 503(b) or 507(b), senior to all other administrative expense claims other than a superpriority claim under section 364(c)(1) granted pursuant to any financing or cash collateral order.
• Payment of the Bid Protections is subject to Bankruptcy Court approval and survives termination. Other than the Sellers' obligation to return the Deposit, the Bid Protections are the Buyer's sole and exclusive remedy, with no entitlement to amounts in excess thereof and no specific performance where Sellers terminate in exercise of their fiduciary duties. The Parties acknowledge the amounts are liquidated damages rather than a penalty, and the Sellers acknowledge that entry into the APA provides value to the estates by inducing other Persons to submit higher or better offers.

Standard APA Framework — Community Removal, Back-Up Bidder and Subsequent Closings

• Sellers may, in their sole discretion, remove one or more Communities from the price schedule prior to the Initial Closing Date where another bidder submits, and the Sellers determine to accept (or are required by the Court to accept), a higher or otherwise better bid for that Community relative to its Allocation, or pursuant to the fiduciary out, by delivering a Community Removal Notice.
• Buyers may, in their sole discretion, remove any Community upon a continuing Community-Level Material Adverse Effect by delivering a Buyer Community Removal Notice.
• Upon delivery of either notice the affected Community ceases to be an Acquired Asset, the price schedule is deemed automatically amended, and the Purchase Price is automatically reduced by the applicable Allocation, without adjustment, offset or other payment obligation. No removal confers a termination right or constitutes a failure of any closing condition, provided at least one Community remains on the schedule — measured as of the Initial Closing Date for a Seller removal and the applicable Closing Date for a Buyer removal — and a Buyer removal does not limit the Buyer's separate Article 11 termination rights.
• Community-Level Material Adverse Effect is assessed for the individual Community alone and not together with any other Community or the Business as a whole, subject to approximately twelve customary carve-outs (the bankruptcy filing and pendency, execution or announcement of the APA, actions taken at Buyer's request, changes in law or accounting principles, general economic and capital markets conditions, geopolitical events, epidemics and pandemics, natural disasters and force majeure, failures to meet projections, loss or change in contracts or customer, supplier or employee relationships, liquidity or working capital conditions, and matters disclosed in the APA or Disclosure Schedules).
• Portfolio-level back-up: if an Auction is conducted and the Buyer is not the Successful Bidder for the entirety of the Acquired Assets but is the next highest bidder, it serves as Back-Up Bidder for all Acquired Assets then on the schedule and keeps its bid open and irrevocable, notwithstanding any Article 11 termination right, until the earliest of the applicable outside date, the first business day after the closing of a transaction with another Successful Bidder for the entirety of the Acquired Assets, and written release by the Sellers (the Back-Up Bid Termination Date).
• Community-level back-up: a Buyer designated Back-Up Bidder for an individual Removed Community maintains its Back-Up Bid on the terms of the APA, including the applicable Allocation. Nothing requires a Buyer to improve its bid for any Back-Up Bidder Community.
• Reinstatement and Subsequent Closings: if a Successful Bidder fails to consummate due to breach, failure to perform or an unmet condition and its purchase agreement is terminated, the Buyer is deemed to hold the new prevailing bid and the Sellers may consummate by the Subsequent Closing Deadline without further Court order to the extent provided in the Sale Order or Bidding Procedures Order. Sellers may, in their sole discretion, deliver a Reinclusion Notice identifying the Community, confirming its Allocation and specifying a Subsequent Closing date. Sellers have no obligation to deliver a Reinclusion Notice and any failure to do so is not a breach and confers no claim. There may be multiple Subsequent Closings, each independent of and not conditioned upon any other, and each subject to the Article 9 and Article 10 conditions, mutatis mutandis, including entry of the Sale Order or a supplemental order. The APA survives the Initial Closing as to Back-Up Bidder Communities until the earliest of consummation of all applicable Subsequent Closings, written Seller election not to deliver a Reinclusion Notice, and the Back-Up Bid Termination Date for the last remaining Community.

Standard APA Framework — Fiduciary Out

• Nothing in the APA or the Bidding Procedures Order requires the Sellers or their governing bodies to take or refrain from taking any action to the extent they determine in good faith, in consultation with counsel, that doing so would be inconsistent with applicable Legal Requirements or their fiduciary obligations.
• Until entry of the Sale Order, the Sellers and their directors, managers, officers, employees, investment bankers, attorneys, accountants, consultants and other advisors retain the right to solicit, consider, respond to and facilitate proposals for Alternative Transactions; provide access to non-public information and enter into confidentiality or nondisclosure agreements; and maintain, continue or enter into discussions or negotiations regarding Alternative Transactions.

Standard APA Framework — Assumption and Assignment

• A schedule lists the executory Contracts and Leases designated for assumption and assignment under section 365, the Seller counterparty and the Sellers' good faith estimate of Cure Costs as of the Execution Date. The Buyer may direct additions or deletions in its reasonable discretion up to two or three business days prior to the Sale Hearing, depending on the agreement; added Contracts automatically become Assumed Contracts and deleted Contracts cease to be Assumed Contracts with no Cure Cost responsibility for either Party.
• The Buyer is solely responsible for all Cure Costs, and the Sellers have no Liability with respect thereto. Contracts not listed are Excluded Contracts.
• Disputed Contracts: up to the Determination Date (generally two or three business days prior to the applicable Closing Date), the Buyer may remove any Assumed Contract subject to an unresolved cure or assignment dispute. Sellers provide a list of Disputed Contracts and counterparty-proposed Cure Costs shortly before Closing; if no resolution is reached within five business days after Closing, Sellers will, solely at the Buyer's written request and sole cost and expense, seek a Disputed Contract Determination from the Court. A determination prohibiting assumption renders the Contract an Excluded Contract; otherwise the Buyer may re-designate it as excluded or the Sellers assume and assign it and the Buyer pays the Cure Costs.
• Previously Omitted Contracts: Sellers notify the Buyer within three business days of discovery, with Cure Costs; the Buyer has ten business days (and in any event before plan confirmation) to designate the Contract "Assumed" or "Rejected," with a "Rejected" designation or no designation resulting in Excluded Contract treatment. Where designated "Assumed," Sellers serve a Previously Omitted Contract Notice giving counterparties ten business days to object, with unresolved objections resolved at an expedited hearing and, absent objection, an order (which may be the Sale Order) fixing Cure Costs and approving assumption.
• Non-assignment fallback: where a required consent is not obtained notwithstanding sections 363 and 365, neither Party is in breach, the Purchase Price is not adjusted and the Closing is not delayed; instead, post-Closing the Sellers cooperate at the Buyer's request and expense in reasonable arrangements providing the Buyer the benefits of the Contract or Permit, with the corresponding obligations treated as Assumed Liabilities.
• Sellers serve all non-Seller counterparties with notice that they are or may be seeking assumption and assignment and of the Cure Cost objection deadline set in the Bidding Procedures Order. The Buyer provides adequate assurance of future performance under section 365, with both Parties using commercially reasonable efforts to obtain the corresponding Court finding.

Standard APA Framework — Sale Free and Clear; Successor Liability

• The Acquired Assets and related Assumed Liabilities are purchased and assumed pursuant to the Sale Order free and clear of all Liens other than Permitted Liens, under sections 105, 363 and 365 and Bankruptcy Rules 6004 and 6006.
• The Sale Order provides that, concurrently with each Closing, all then existing or thereafter arising obligations, Liabilities and Liens of, against or created by the Sellers or their estates — expressly including all successor liability and successorship obligations with respect to any Plan or Contract, and any mortgages, deeds of trust, security interests and judgment liens affecting the Owned Real Property — are fully released from the Acquired Assets other than Permitted Liens and Assumed Liabilities, with released Liens attaching to the sale proceeds in the same order of priority and with the same validity, force and effect as immediately prior to Closing.
• The Sale Order contains findings that the Buyer or applicable Buyer Designee acted in "good faith" within the meaning of section 363(m), and provides that compliance with bulk sales and bulk transfer laws is not necessary or appropriate, with each Party waiving such compliance.
• Permitted Liens are limited to statutory Liens for current Taxes or governmental charges not yet due or contested in good faith, the Liens scheduled to the APA, and, as to Owned Real Property, matters of record such as easements, rights-of-way, covenants, conditions and restrictions, zoning and land use laws, and immaterial non-monetary Liens.

Standard APA Framework — Healthcare Regulatory Matters and Bridging Agreements

• The Buyer prepares and submits all notifications, applications and filings required to obtain the Healthcare Permits necessary to operate each Transferred Community, within a deal-specific deadline keyed to either the Execution Date or entry of the Sale Order, and delivers written confirmation of each submission within three business days while keeping the Sellers reasonably informed of status. Change-of-ownership, change-of-operator and similar regulatory filings are made within a further deal-specific period following entry of the Sale Order.
• The Sellers make no representation that any regulatory approval will be obtained within any particular timeframe; regulatory delay confers no Buyer termination right and is not a Seller breach. The Sellers have no obligation to provide dedicated or full-time personnel or to take actions that would unreasonably interfere with the administration of the Bankruptcy Cases, and the Buyer reimburses Seller cooperation costs (50% in several agreements) within ten business days of invoice.
• Where Buyer Healthcare Permits have not been or will not reasonably be obtained prior to the anticipated Closing Date, the Parties negotiate in good faith one or more Bridging Agreements incorporating the scheduled term sheet. The structure pairs an interim lease or sublease — under which a Buyer affiliate is Lessor and the existing licensed operator is Lessee, with the Lessor expressly prohibited from exercising control over operations or taking action requiring it to become a co-licensee — with an interim management agreement under which a Buyer affiliate serves as Manager for a fee equal to total revenue less operating expenses, payable monthly in arrears. Terms typically run 120 or 180 days, subject to extension, and terminate on issuance of the Required Licenses. The Lessee retains licensure authority, may terminate immediately on regulatory action threatening its Healthcare Permit or Medicaid enrollment, holds audit rights over billing surviving three years, and receives an uncapped, non-offsetable Manager indemnity. The Manager must diligently pursue the Required Licenses, and failure to do so is an event of default. The term sheets are expressly non-binding, though the closing conditions require definitive Bridging Agreements conforming in all material respects to the schedule.
• If the Parties cannot agree on Bridging Agreement terms for a Transferred Community within the applicable period, the Sellers may terminate as to that Community and retain the allocable portion of the Deposit as liquidated damages.
• Sellers' healthcare representations, given only to their Knowledge, are that each Community is operated under a Healthcare Permit held in the name of the entity identified as licensed operator in the Data Room, and that no Governmental Authority has issued written notice of a formal proceeding to revoke or suspend any such Permit. These are the sole and exclusive representations on healthcare regulatory matters. Disclosure Schedules identify Permits that may not be transferable.

Standard APA Framework — Employee Matters

• The Buyer (or its designee, affiliate or third-party manager) extends offers of at-will employment, generally not later than ten business days prior to the applicable Closing Date, to the Employees listed on the employee schedule, subject to pre-employment screening.
• For at least 12 months following the applicable Closing Date, each Buyer Employee receives base salary or wages and cash incentive opportunities no less than those provided immediately prior to Closing, and other employee benefits (excluding equity-based benefits) no less favorable in the aggregate.
• Accrued but unused PTO is recognized and honored, with a corresponding dollar-for-dollar Purchase Price credit. Buyer Employees cease active participation in the Sellers' Plans at Closing and become eligible for the Buyer's plans, with prior service credited and pre-existing condition exclusions and waiting periods waived to the extent already satisfied.
• WARN Act liability is allocated by timing: the Sellers bear obligations for any plant closing, mass layoff or similar action occurring prior to the Closing Date, and the Buyer for those occurring from and after the Closing Date. The Buyer may not take post-Closing action reasonably expected to create WARN exposure for the Sellers or their managers. The employee provisions confer no third-party beneficiary rights, do not alter at-will status and do not amend any Plan.

Standard APA Framework — Taxes and Prorations

• Sales Taxes and Transfer Taxes attributable to the sale and not exempted under the Sale Order or section 1146(c) are borne by the Buyer, which prepares and files the related Tax Returns.
• Apportioned Taxes are allocated across any Straddle Period on a per-diem basis, with the Sellers bearing the Pre-Closing portion and the Buyer the Post-Closing portion, prorated at Closing on the current assessment or, if unavailable, the prior year's Taxes. The Buyer remits not-yet-delinquent Apportioned Taxes to the applicable authority and pays known, undisputed delinquent amounts at Closing directly or through the Title Company.
• Real property Taxes, utilities, rents and other operating expenses are prorated as of 12:01 a.m. on the applicable Closing Date based on the most recent available bills, rent rolls or other information, and are final as of Closing with no post-Closing adjustment. Rents and other tenant payments are prorated on an accrual basis, with amounts collected by either Party attributable to the other's period promptly remitted.

Standard APA Framework — Representations, Survival and Remedies

• Sellers' representations are given jointly and severally, as of the Execution Date, and are confined to a narrow Article 5 set: organizational status and good standing; power and authority subject to Bankruptcy Court approval under the Sale Order; enforceability subject to customary bankruptcy and equity exceptions; no violation and required consents; sufficient right, title and interest to permit transfer of the Acquired Assets; affiliate transactions; brokers; and healthcare Permits. There are generally no representations as to financial statements, litigation, environmental matters, taxes, employee benefits, material contracts, real property condition or intellectual property, and Article 5 concludes with an express disclaimer of any other representation or warranty, including as to projections and forecasts.
• The Buyer purchases on an "AS IS, WHERE IS" and "WITH ALL FAULTS" basis, relying solely on its own investigation and the Article 5 representations. Several agreements carve out claims arising from fraud.
• Covenants to be performed after Closing survive in accordance with their terms; all other covenants and all representations and warranties terminate at the applicable Closing and do not survive, including any Actions for damages for breach.
• No Party is liable for exemplary or punitive damages except to the extent payable to a third party. Specific performance is available for breaches of covenants in most agreements, subject to the Article 12 exclusive-remedy limitation and unavailable to the Buyer where the Sellers terminate in exercise of the fiduciary out.

Standard APA Framework — Termination

• By mutual written consent of the Sellers and the Buyer.
• By either Party: if the Final Closing has not occurred by the Outside Date (generally the later of 90 days following entry of the Sale Order and Dec. 31, 2026), subject to a bar on a Party whose failure to perform caused the delay; if a Governmental Authority issues a final, non-appealable ruling or Order permanently prohibiting the transactions, where not requested, encouraged or supported by any Party; if the Court approves or authorizes an Alternative Transaction (other than with respect to a Removed Community or MAE Removed Community); or if the Court enters an Order dismissing or converting any of the Bankruptcy Cases to chapter 7.
• By the Buyer, if not then in material breach: upon a material Seller breach or failure to perform that would prevent satisfaction of the Buyer's closing conditions by the Outside Date and is not cured within 30 days of notice; or if any Seller consummates an Alternative Transaction or seeks dismissal or conversion, appointment of a trustee, or appointment of a responsible officer or examiner with enlarged powers (other than a fee examiner) under section 1104.
• By the Sellers, if no Seller is then in material breach: upon a material Buyer breach or failure to perform that would prevent satisfaction of the Sellers' closing conditions and is not cured within 30 days of notice; if the Sellers receive and accept (or are required to accept) a higher or better bid for the Acquired Assets as a whole at the Auction, in which case the Buyer serves as Back-Up Bidder; or in connection with the Sellers' fiduciary duties.
• The APA may not be terminated solely as a result of one or more Communities being removed, provided at least one Community remains as of the Initial Closing Date. Each termination condition is separate and distinct, and where more than one applies the terminating Party may choose which to invoke — a choice that determines whether the Deposit, Expense Reimbursement and break-up fee are payable. No notice of termination or Outside Date extension becomes effective until two business days after delivery, and only if not withdrawn during that period. No Party may terminate where its own breach was the primary cause of the failure to close or of the event giving rise to the termination right.
• On termination the APA becomes null and void ab initio, except that no Party is relieved of Liability for a pre-termination breach and Section 11.2 and Article 12 (with Articles 1 and 13 as applicable) survive. Where the Initial Closing has occurred and the APA is later terminated as to one or more Subsequent Closings, it remains in full force with respect to previously transferred assets, the Parties' rights and obligations as to those assets survive, and the Parties cooperate in good faith on transition, operational and third-party notification matters.

Standard APA Framework — Post-Closing Arrangements

• Wrong pockets: following each Closing, and without effect on the Purchase Price, each Party promptly transfers to the other any funds, assets or material communications properly belonging to it, including amounts received by the Buyer on pre-Closing accounts receivable.
• Books and records: for six years after each Closing Date, each Party provides the other reasonable access to books and records relating to the Business or Acquired Assets for Tax, financial, court filing, regulatory, audit and litigation purposes, with 30 days' notice before any disposal.
• Resident Records: the Buyer retains all resident records, clinical records, care plans and medication administration records transferred at Closing for the period required by law and in no event less than ten years following the last entry, with at least 60 days' prior written notice to the resident or representative and compliance with HIPAA and state law before destruction.
• Confidentiality and public announcements: following Closing, each Seller treats as confidential information concerning the Business, the Acquired Assets, the negotiation, existence and terms of the APA and the Buyer's business affairs, other than matters that become public record through the Bankruptcy Cases. The Parties consult before issuing any press release, with the Buyer free to publicize the Business post-Closing provided it does not reference the Sellers or their Affiliates without consent.
• Paying Agent: the Sellers may designate a bank, trust company or other financial institution to receive all or a portion of the cash payment on their behalf, by notice delivered no later than three business days prior to the applicable Closing Date.

Standard APA Framework — Governing Law, Jurisdiction and Assignment

• Except to the extent the mandatory provisions of the Bankruptcy Code apply, each APA is governed by Texas law without regard to conflicts principles. The Bankruptcy Court retains exclusive jurisdiction to enforce the APA and decide related claims or disputes, with the Parties waiving objections based on improper venue and forum non conveniens; if the cases close or the Court declines jurisdiction, claims proceed in a state or federal court in the same jurisdiction. The Parties irrevocably waive trial by jury.
• The form Title Company Agreement / Closing Escrow Agreement attached as Exhibit C is by contrast governed by New York law (subject to the Bankruptcy Code), with jurisdiction in the Bankruptcy Court and, failing that, the federal courts in the Southern District of New York or the Commercial Division in New York County.
• Neither Party may assign without the others' written consent, except that the Buyer may assign all or part of its rights or obligations to one or more Buyer Designees without Seller consent so long as it stands behind their performance. At each Closing, any Person to whom the Buyer assigns the right to receive Acquired Assets executes a customary joinder becoming jointly and severally obligated for the Buyer's obligations.
• Each Party bears its own expenses, including counsel, financial advisors, consultants, actuaries and independent accountants, whether or not the transactions are consummated. The Transaction Documents constitute the entire agreement, may be amended only in a writing executed by each Party, and confer no third-party beneficiary rights.

Part II — Individual Stalking Horse Transactions

Ordered by APA execution date. Each summary states deal-specific terms and departures from Part I.

1. AREP HC Fund III Investments, LLC — Mariella of Reno, Thrive at Augusta and Augusta Vacant Land

Parties

• Buyer: AREP HC Fund III Investments, LLC, a Delaware limited liability company, executed by Kevin Nishimura, Authorized Signatory. Buyer's counsel: King & Spalding LLP.
• Sellers: IHC – Augusta II Propco, LLC (the Augusta VL Seller); Inspired Senior Living of Augusta DST and Inspired Senior Living of Reno DST; Inspired Senior Living of Augusta MT, LLC and Inspired Senior Living of Reno MT, LLC.

Communities and Allocations

• Mariella of Reno — 22 E. Patriot Blvd., Reno, Washoe County, NV 89511 — $34,500,000
• Thrive at Augusta — 313 Furys Ferry Road, Martinez, GA 30907 — $29,000,000
• Augusta Vacant Land — 2221 Indigo Hall Dr., Martinez, GA 30907 (held by the Augusta VL Seller) — $4,033,753
• Total Allocations: $67,533,753
• Reported occupancy per Schedule 9.11(a): Thrive at Augusta 100% (85 of 85 units); Mariella of Reno 87.10% (108 of 124 units), each as of July 1, 2026 (the schedule is captioned as of the Execution Date while Section 9.11(a) measures against June 30, 2026). Thrive at Augusta's Georgia assisted living permit carries a licensed capacity of 95.
• Reported net operating income for the trailing three months ended May 31, 2026 per Schedule 9.11(b): Thrive at Augusta $592,251.94 ($193,933.16 March, $210,048.58 April, $188,270.20 May); Mariella of Reno (shown as "Volante of Reno") $410,350.78 ($110,664.89, $184,830.82, $114,855.07). No NOI is reported for the Augusta Vacant Land.

Deposit and Bid Protections

• Escrow Amount: 5% of aggregate Allocations, approximately $3,376,687.65, funded concurrently with execution.
• Full Break-Up Fee: 3% of aggregate Allocations, approximately $2,026,012.59. The payment-timing clause references Section 11.1(d)(ii), which is not among the listed triggers.
• Maximum Expense Reimbursement Amount: $232,900, approximately 0.34% of aggregate Allocations.
• The Stalking Horse Designation is to provide that the Bid Protections are approved as an allowed administrative expense claim with priority under Sections 503(b) and 507(a)(2), payable without further Court order — a formulation differing from the Section 12 description of 503(b)/507(b) priority.

Deal-Specific Terms

• Minimum Overbid Increment: cash consideration exceeding the sum of (i) the Allocation for the applicable Community, (ii) the Expense Reimbursement, (iii) the Full Break-Up Fee or Pro Rata Break-Up Fee, and (iv) $50,000. Any initial Qualified Bid, for all or part of the Acquired Assets, must equal the Minimum Overbid Increment. The increment is defined by reference to "the applicable Community," and the APA does not specify how it aggregates for a bid covering all three assets.
• Operational closing thresholds: as of the applicable Closing Date, occupancy must not have fallen below 10% of the Community's June 30, 2026 occupancy rate, and net operating income must not have fallen below 10% of the May 31, 2026 trailing three-month figure. Failure of either threshold is a Community-Level Material Adverse Effect for that Community only if continuing at Closing. The MAE definition also expressly includes an actual or pending survey identifying a "G level" or higher deficiency, and Casualty and Condemnation affecting a material portion of a Community are carved back in.
• Buyer removal: Sellers must promptly deliver a Community-Level MAE Notice; the Buyer may then remove within five business days of receipt and, if the effect is continuing, no later than the applicable Closing Date. For the Augusta Vacant Land to remain on Schedule 2, Thrive at Augusta must also remain.
• Scheduled Operating Asset: a 2016 Goshen lift bus at Mariella of Reno (Schedule 2.1(b)(vii)).
• Regulatory: Healthcare Permit filings within five business days of the Execution Date (subject to state submission limitations); HSR notifications within ten business days; change-of-ownership filings within ten business days after entry of the Sale Order. Thrive at Augusta operates under a Georgia Assisted Living Community Permit issued by the Department of Community Health requiring an approved change-of-ownership application; Mariella of Reno operates under a Nevada Residential Facility for Groups license issued by the Division of Public and Behavioral Health requiring a new license application. Buyer reimburses 50% of Seller Cooperation Costs.
• Cooperation sunset: Seller obligations under Sections 2.5(c), 7.4, 7.9, 7.11 and 8.5 automatically terminate 90 days following the Initial Closing absent mutual written extension.
• Closing: Initial Closing on the latest of three business days after satisfaction or waiver of conditions, 60 days following entry of the Sale Order, or as mutually agreed. Subsequent Closing Deadline: 60 days following delivery of a Reinclusion Notice; a Subsequent Closing Date falling after the Outside Date gives the Sellers no termination right.
• Termination: adds a Section 11.1(b)(v) right for either Party if the Stalking Horse Designation is not filed on or before July 13, 2026 (or such other date as mutually agreed) — not a break-up fee trigger.
• Disclosure Schedule exceptions: Inspired Senior Living of Augusta DST is not qualified to transact business as a foreign entity in any jurisdiction (Schedule 5.1); the Mariella of Reno Healthcare Permit is issued in the facility name only, identifying no legal entity as permit holder (Schedule 5.8); numerous Georgia and Nevada permits may not be transferable, including the Georgia assisted living community permit, food service permit and county business licenses, a CMS CLIA certificate of waiver, and Nevada general business, environmental control, food establishment, cosmetology salon and residential facility for groups licenses (Schedule 5.4); Schedule 5.6 discloses master lease and management agreements with Senior Housing Management Group, LLC and January 2026 promissory notes between IHC-Augusta II Propco, LLC and IHC Development Fund I, LLC, Inspired Healthcare Capital Income Fund and Inspired Healthcare Capital Liquid Fund, LLC.
• Empty schedules: Schedule 2.1(a)(viii), Schedule 9.8 and Schedule 9.10 are "None"; Schedule 8.6(c) (Accrued PTO) was filed blank, to be provided following the Execution Date; Schedule 7.9 lists only entry of the Sale Order.
• Drafting note: the executed agreement contains no specific performance provision — the table of contents lists Sections 13.14 "Specific Performance" and 13.16 "Joinder," but the body renumbers 13.14 as Limitations on Damages and omits both. Read with the Article XII exclusive remedy, the Buyer's recourse is limited to the break-up fee and Expense Reimbursement.

Key Dates

• Occupancy baseline: June 30, 2026; NOI baseline: May 31, 2026
• APA Execution Date and escrow funding: July 10, 2026
• Stalking Horse Bidder selected: July 11, 2026 [Docket No. 1069]
• Stalking Horse Designation filing deadline: July 13, 2026
• Fully compiled APA filed: Aug. 10, 2026 [Docket No. 1309]
• Outside Date: the later of 90 days following entry of the Sale Order and Dec. 31, 2026
• Back-Up Bid Termination Date: earliest of Dec. 31, 2026, the first business day after closing with another Successful Bidder for the entirety of the Acquired Assets, or written release

2. AG2 Acquisitions LLC — Teal Shores (Mequon) and Ballard Glenn (Appleton)

Parties

• Buyer: AG2 Acquisitions LLC, executed by AG2 Manager L.L.C. (Ari Golson, Manager); notices c/o The Wolcott Group LLC, with a copy to Barack Ferrazzano Kirschbaum & Nagelberg LLP (Bryan Segal).
  • Three identification inconsistencies: the preamble describes the Buyer as a Delaware limited liability company while Section 6.1 represents it is organized in Illinois; and the Disclosure Schedules cover page and introductory paragraph identify the Buyer as "THE WOLCOTT GROUP LLC."
• Sellers: Inspired Senior Living of Appleton DST and Inspired Senior Living of Mequon DST; Inspired Senior Living of Mequon MT, LLC and Inspired Senior Living of Appleton MT, LLC.
• All employees providing services to the Business are employed by a third-party manager that is an affiliate of the Buyer (the "Manager," not identified by name in the APA or Disclosure Schedules). Schedule 5.6 identifies Senior Housing Management Group, LLC as counterparty to the interim management agreements, while Schedules 5.8 and 2.2(l) state that the Healthcare Permits and resident agreements at each Community are held by Capri Communities LLC. The relationship among these entities, and which would serve as Lessee under the Bridging Agreements, is not reconciled.

Communities and Allocations

• Teal Shores — 10955 North Market Street, Mequon, Wisconsin — $18,000,000
• Ballard Glenn — 2100 East Glenhurst Lane, Appleton, Wisconsin — $16,500,000
• Total: $34,500,000

Deposit and Bid Protections

• Escrow Amount: $1,725,000 (5%), allocated $900,000 to Teal Shores and $825,000 to Ballard Glenn, funded within three business days of execution of the Escrow Agreement.
• Full Break-Up Fee: $1,035,000. Pro Rata Break-Up Fee: $540,000 (Teal Shores) and $495,000 (Ballard Glenn). Terminations under Section 11.1(b)(i) by the Seller followed by a closing Alternative Transaction at or above the APA price for a Community also trigger the Full Break-Up Fee at that closing.
• Maximum Expense Reimbursement Amount: $119,000, pro rata approximately $62,087 (Teal Shores) and $56,913 (Ballard Glenn). Note that Section 12.2(a) conditions payment on the closing of an Alternative Transaction while making the reimbursement available on essentially any Section 11.1 termination other than 11.1(a) or 11.1(d)(i); in a termination producing no Alternative Transaction — for example a Section 11.1(b)(iv) dismissal or conversion — the provision supplies no payment trigger.
• Deposit forfeiture is the Sellers' sole and exclusive remedy on Buyer breach, with no right to additional damages or specific performance.

Deal-Specific Terms

• Casualty/Condemnation Event: notwithstanding the standard MAE carve-outs, a Community-Level Material Adverse Effect includes (1) damage, destruction or casualty with repair cost exceeding 5% of the Community Purchase Price and (2) condemnation or eminent domain taking of Owned Real Property valued above 5% of that price. If such an event occurs and the Closing nonetheless occurs, Sellers use commercially reasonable efforts to secure and transfer net insurance or condemnation proceeds, an obligation surviving Closing indefinitely.
• Buyer removal notice: due by the earlier of three business days after the Buyer receives written notice of the effect and the applicable Closing Date. Seller Community Removal Notice is due no later than five business days after the Sellers' determination. If every Community becomes a Removed Community with none designated a Back-Up Bidder Community, the APA is automatically deemed terminated under Section 11.1(b)(iii).
• Reinclusion Notice Due Date: if a Winning Alternative Bid for a Back-Up Bidder Community is duly terminated and no Reinclusion Notice is delivered within ten business days after the effective date of that termination, that date is deemed the Back-Up Bid Termination Date for that Community, releasing the Buyer's back-up obligation and triggering return of the attributable Deposit within five business days.
• Purchase Price credits: the amount funded at Closing is net of the Deposit credit, dollar-for-dollar reductions for Removed and MAE Removed Communities, the Tax Proration Credit plus credits for Taxes then due and delinquent Apportioned Taxes unpaid by Sellers, and any Section 9.11 reduction the Sellers elect to cover a deficiency between available insurance or condemnation proceeds and estimated repair cost.
• Regulatory: Healthcare Permit filings within five business days of the APA date. Schedule 7.12(a) identifies the Wisconsin Department of Health Services, Division of Quality Assurance as licensing authority. Teal Shores requires filings for both a Community-Based Residential Facility (new license application at least 30 days before final transfer; owner notice to DHS at least 30 days prior) and a Residential Care Apartment Complex (owner notice 30 days prior; DHS may require reapplication for certification); Ballard Glenn requires a new license application at least 30 days before final transfer and 30 days' owner notice. Section 7.5(b) separately requires change-of-ownership filings within ten business days after entry of the Sale Order.
• Antitrust: Section 7.5(a) is marked "Reserved." Under Section 7.5(f)(i), the Buyer bears no obligation or liability with respect to any impediment, objection or challenge raised by a party-in-interest in the Bankruptcy Cases — including any bidder, Successful Bidder, Back-Up Bidder or Qualified Bidder — as distinguished from a Governmental Authority acting in its official capacity.
• Assumed Contracts: Annex 2.5(a) consists predominantly of individual resident agreements plus a limited number of vendor and service agreements, with the Sellers' stated Cure Cost estimate at $0.00 for each listed Contract. Disputed Contracts are removed at the Buyer's written request rather than by Court determination.
• Excluded Assets: in addition to the standard four enterprise agreements, Schedule 2.2(l) flags site-level vendor agreements to which the Sellers do not appear to be parties — at Teal Shores an HVAC PMA Services Agreement dated Sept. 18, 2025 with IKM Building Solutions and a Snow Removal Services Agreement dated Oct. 7, 2024 with Exteriors Unlimited Landscape Contractors; at Ballard Glenn a Snow Removal and Lawn Services Agreement dated Sept. 4, 2025 with Lowney's Landscaping Center, Inc. — and notes that resident agreements are between residents and Capri Communities LLC and likewise may not be assumable.
• Assumed Liabilities drafting note: the employment prong reaches Liabilities relating to "each employee of Buyer," a formulation whose referent is unclear given that Section 5.9 confirms no Seller has employees and Section 8.6 provides that the relevant workforce is employed by the Manager.
• Employee matters: the Buyer ensures that all employees of the Manager as of the applicable Closing Date, other than voluntary resignations, continue employment on the same terms in effect on that date.
• Proration tension: the post-Closing remittance obligation and the Section 8.1(b) Apportioned Tax true-up each sit in tension with the no-post-Closing-adjustment language in Section 8.3.
• Closing: Initial Closing not later than three business days following satisfaction or waiver of the Article 9 and Article 10 conditions, or as mutually agreed (no 30- or 60-day tail). Subsequent Closings occur no earlier than three days and no later than 30 days following a Reinclusion Notice, with a 60-day Subsequent Closing Deadline for Deposit-forfeiture purposes.
• Empty schedules: Schedules 2.1(a)(viii), 2.1(b)(xi), 7.3, 9.8 and 9.10 each list "None" for both Communities.

Key Dates

• APA Execution Date: July 10, 2026
• Stalking Horse Designation: July 11, 2026 [Docket No. 1068]
• Fully compiled APA filed: Aug. 10, 2026 [Docket No. 1308]
• Buyer Healthcare Permit filings: within five business days following the APA date
• Deposit funding: within three business days of execution of the Escrow Agreement
• Assumed Contract schedule amendment deadline: three business days prior to the Sale Hearing
• Determination Date: three business days prior to the applicable Closing Date
• Back-Up Bid Termination Date: earliest of Dec. 31, 2026, the first business day after closing with another Successful Bidder, or written release
• Outside Date: the later of 90 days following entry of the Sale Order and Dec. 31, 2026

3. PHosh LLC — Harbor at Harmony Crossing (Eatonton)

Parties

• Buyer: PHosh LLC, a Wyoming limited liability company, together with any Buyer Designee.
• Sellers: Inspired Senior Living of Eatonton DST and Inspired Senior Living of Eatonton MT, LLC.

Assets and Purchase Price

• The Owned Real Property is a tract of approximately 2.945 acres in the 3rd Land District, 389th G.M.D., Putnam County, Georgia, as shown on the ALTA/ACSM Land Title Survey prepared for Harmony Crossing Assisted Living and Memory Care, LLC and State Bank & Trust Company dated April 29, 2013.
• Purchase Price: a Closing Cash Payment of $9,435,000, less any Employee PTO credit under Section 8.6(b), plus assumption of the Assumed Liabilities.
• Because the Purchase Price is defined to comprise both the Closing Cash Payment and the assumption of unquantified Assumed Liabilities, the amounts expressed as percentages of Purchase Price — the 5% Escrow Amount and the 3% Break-Up Fee — are not stated in dollars anywhere in the agreement. The APA contains no financing condition; the Buyer's sufficient-funds representation is the only funding assurance.

Deposit and Bid Protections

• Escrow Amount: 5% of the Purchase Price as of the Execution Date, funded within three business days of execution.
• Break-Up Fee: 3% of the Purchase Price as of the Execution Date. Payable as a required closing payment at the closing of an Alternative Transaction on terminations under Sections 11.1(b)(iii), 11.1(c), 11.1(d)(ii) or 11.1(d)(iii), and within five business days of termination in all other cases — which, given the trigger list, reaches only a Section 11.1(b)(iv) termination following dismissal or conversion.
• Maximum Expense Reimbursement Amount: $32,500.

Deal-Specific Terms

• Material Adverse Effect: notwithstanding the twelve carve-outs and anything to the contrary, an MAE is deemed to have occurred on (a) a drop in resident occupancy of 15% or more compared to the Execution Date, (b) a drop in monthly gross revenue of 15% or more compared to the Execution Date, or (c) any suspension, revocation or material negative conditioning of a material Healthcare Permit. An MAE continuing at least five business days prior to Closing gives the Buyer a termination right under Section 11.1(c)(iii).
• Seller Healthcare Permits are defined to include permits held by a Seller or its Affiliates, expressly including Care RLS Eatonton OpCo LP and Inspired Senior Healthcare Capital Holdings LLC — the practical reason the Bridging Agreement construct is necessary here.
• Permitted Liens: Schedule 1.1 attaches Schedule B, Part II of Chicago Title Commitment No. CT18-25-0672, disclosing matters shown at Plat Book 34, Page 25; a 1985 Tri-County Electric Membership Corporation right-of-way easement; a 2013 cross easement for ingress, egress, sanitary sewer and storm water drainage; a 2016 Declaration of Restrictive Covenant for the benefit of Care RSL Eatonton PropCo LLC; and two survey matters — concrete curb and gutter entering and exiting the property, and fencing encroaching into adjacent property. The commitment relies on a Millman Surveying, Inc. ALTA/NSPS survey dated May 11, 2026, whereas the APA's legal description still cites the 2013 ALTA/ACSM survey.
• Regulatory: Healthcare Permit filings within five business days of the APA date; Schedule 7.11(a) identifies a Georgia Department of Community Health change-of-ownership application that must be approved before the permit issues. Schedule 5.4 flags the Georgia Department of Public Health Food Service Permit and the Georgia DCH Assisted Living Community Permit as potentially non-transferable. The Sellers have no obligation to make representations to any Governmental Authority regarding the Buyer's qualifications, financial condition or suitability as an operator.
• Assumed Contracts: Schedule 2.5(a)(i) consists primarily of individual resident agreements together with routine vendor and service contracts (fire sprinkler inspection, linen and uniform services, pest control, waste removal, access control and wander management, dietician services and asset tracking) and management agreements with RSC Eatonton Management, LLC and Senior Housing Management Group, LLC. The Disputed Contract list is due five business days prior to the Determination Date.
• Closing: the latest of three business days following satisfaction or waiver of conditions, 30 days following entry of the Sale Order, or as mutually agreed; effective as of 12:01 a.m. New York time.
• Reinstatement timing: if the Buyer is the Back-Up Bidder and the Successful Bidder fails to close, the Buyer must consummate by the later of ten days after becoming the Successful Bidder and 60 days after the Sale Hearing.
• Deemed delivery: data room materials accessible at least one business day prior to the Closing Date.
• Schedules: Schedule 9.8 is limited to all Resident Agreements entered into on or after the Petition Date and in effect at Closing; Schedule 9.10 lists no required consents; Schedule 7.9 identifies entry of the Sale Order; Schedule 7.3 lists none. Schedule 2.2(k) excludes the four enterprise vendor agreements and incorporates Schedule 5.4.
• Drafting notes: the form Title Company Agreement attached as Exhibit C appears carried over from the PO Holdco transaction — it identifies the buyer as PO Holdco LLC, uses Brookhaven and Arlington Heights seller signature blocks, routes buyer notices to Holland & Knight LLP, and references "Initial Closing," "Subsequent Closing" and "Closing Statement" concepts not used in this APA. Sections 7.4(b) and 7.4(c) are duplicated essentially verbatim. Cross-reference errors appear at Section 4.1 ("Article 2 and Article 10," Article 9 presumably intended), Section 9.6 (Schedule 2.1(b) for 7.11(b)), Section 11.1(d)(iii) (Section 2.10 for 7.10) and Section 12.4 (Section 13.4 for 13.14). The Escrow Agreement is not attached; filed exhibits are limited to the forms of Assignment and Assumption Agreement, Bill of Sale and Title Company Agreement.

Key Dates

• APA Execution Date: July 11, 2026
• Stalking Horse Selection Notice: July 12, 2026 [Docket No. 1071]
• Fully compiled APA filed: Aug. 10, 2026
• Escrow Agreement and Deposit funding: within three business days of execution
• Buyer Healthcare Permit filings and HSR notifications: five and ten business days, respectively, following the Execution Date
• Updated employee schedule: no later than ten business days prior to the Closing Date
• Determination Date: three business days prior to the Closing Date
• Outside Date: the later of 90 days following entry of the Sale Order and Dec. 31, 2026

4. Sonida Acquisition, LLC — Salterra at Las Vegas, The Archer Senior Living at Crescent Park and Mariella of Grapevine

Parties

• Buyer: Sonida Acquisition, LLC, a Delaware limited liability company, or one of its affiliates or designees, executed by Brandon M. Ribar, Chief Executive Officer and President. Notices c/o Sonida Senior Living, 14755 Preston Road, Suite 810, Dallas, Texas 75254, Attn: Max Levy and Tabitha Bailey, with a copy to Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois 60603, Attn: Beth E. Berg and Ryan A. Lee.
• DST Sellers: Inspired Senior Living of Las Vegas DST; Inspired Senior Living of Eugene DST; Inspired Senior Living of Grapevine DST. Master Tenant Sellers: Inspired Senior Living of Las Vegas MT, LLC; Inspired Senior Living of Eugene MT, LLC; Inspired Senior Living of Grapevine MT, LLC.
• Schedule 5.6 identifies as the only affiliate contracts the master leases and management arrangements with Senior Housing Management Group, LLC — Grapevine master lease and management agreement each effective Dec. 14, 2022; Eugene master lease and management agreement each effective April 14, 2023; Las Vegas master lease effective May 2021 and an Assignment and Assumption of Property Management Agreement effective June 2021.
• "Knowledge" is defined by reference to H. Benjamin Jones, Elliot Neumann and Carrie Todd, while the signature and notice blocks read "M. Benjamin Jones" — the same inconsistency noted in Part I.

Communities and Allocations

• Salterra at Las Vegas — 2320 Ione Rd, Las Vegas, NV 89183 — $23,155,000
• The Archer Senior Living at Crescent Park — 2951 Coburg Road, Eugene, OR 97408 — $32,130,000
• Mariella of Grapevine — 3735 Ira E. Woods Ave, Grapevine, TX 76051 — $18,125,000
• Total: $73,410,000

Deposit and Bid Protections

• Escrow Amount: 5% of aggregate Allocations, $3,670,500, funded concurrently with execution (or, if agreed, the next business day) with Ankura Trust Company, LLC in an interest-bearing account. Pro rata by Community: $1,157,750 (Las Vegas), $1,606,500 (Eugene), $906,250 (Grapevine).
• Full Break-Up Fee: 3% of aggregate Allocations, $2,202,300. Pro Rata Break-Up Fee: $694,650 (Las Vegas), $963,900 (Eugene), $543,750 (Grapevine).
• Maximum Expense Reimbursement Amount: $253,100, approximately 0.34% of aggregate Allocations; pro rata approximately $79,833 (Las Vegas), $110,780 (Eugene) and $62,488 (Grapevine). Where the Communities are the subject of more than one Alternative Transaction, payment is due within five business days of the last such closing.
• Section 12.4 supplements the standard exclusive-remedy provision with an express liquidated damages construct for the Deposit: the Parties agree forfeiture is a reasonable estimate of the Sellers' damages and not a penalty, the Buyer waives any claim that the Deposit is unearned earnest money or a penalty, and if a court determines the Sellers may not retain it, the Sellers may seek all damages and remedies at law or in equity, including reasonable attorneys' fees and costs.

Deal-Specific Terms

• Rent Roll as a Community-Level MAE trigger: Sellers deliver the Rent Roll for each Owned Real Property within five business days of the Buyer's request; if the Buyer requests the Rent Roll within seven business days prior to Closing, failure to provide it for any Community expressly constitutes a Community-Level Material Adverse Effect with respect to that Community.
• Tail Coverage: at or prior to Closing, and at the Buyer's sole cost and expense, the Sellers purchase one or more Tail Policies covering incurred-but-not-reported claims under the Sellers', their Affiliates' or their third-party managers' commercial general liability and professional liability policies, running from the Closing Date through the applicable statute of limitations, with coverages consistent with current policies or as otherwise determined by the Buyer. The requirement may be satisfied by extending existing policies or purchasing new ones, and ACORD certificates naming the Buyer as additional insured are delivered on or before the Closing Date.
• No Medicare or Medicaid: the Buyer represents that no Community receives Medicare or Medicaid reimbursement. The Buyer may continue billing under the Sellers' existing provider numbers only where a third-party payor permits it, and otherwise may not bill under Seller provider numbers for post-Closing services until it obtains its own numbers or contracts. Sellers bear the cost of Licensing and Certification Surveys — including reports, statements of deficiencies, plans of correction and audits — conducted prior to Closing, and the Buyer those conducted on or after Closing.
• Rent application order: rents and other tenant amounts collected by the Buyer after Closing are applied regardless of tenant designation: first to the month of collection, second to post-Closing periods, third to the month of Closing (prorated by days), and fourth to periods prior to the month of Closing. The Sellers have no right to attempt to collect sums due from tenants under the Leases following Closing.
• Resident Records departure: the Buyer retains Resident Records for the period required by applicable Legal Requirements and complies with HIPAA and state law on destruction, including any required notice — without the ten-year floor or 60-day notice period appearing in the Part I standard.
• Withholding Tax List and paying agent: at least three business days prior to Closing the Sellers use commercially reasonable efforts to provide a list of all beneficial owners treated as sellers for federal income tax purposes, with addresses, tax identification numbers, W-9 status, allocable Purchase Price and withholding amounts, attaching the IRS Forms W-9. At either Party's request the Parties cooperate to appoint a mutually acceptable U.S. financial institution as paying agent for amounts payable to sellers for which no W-9 was received; payment to the paying agent is treated as payment to the Sellers, and the paying agent's cost is borne solely by the Sellers. Where the paying agent retains and provides the Withholding Tax List on request, the Sellers need not deliver it to the Buyer before Closing.
• Tax Refunds: a Seller receiving any refund or credit attributable to Taxes borne by the Buyer pays it over within ten business days, net only of reasonable documented out-of-pocket costs of obtaining it, with notice and supporting documentation; the Buyer reimburses if the refund is later disallowed.
• Title: Buyer may obtain title commitments and surveys at its sole cost, with Title Objections due within ten business days after receipt. Sellers have the right but not the obligation to cure. Where an exception first appears after the Execution Date that would reasonably be expected to have a Community-Level MAE and was not reflected in the Sellers' commitments or surveys made available in the Data Room as of July 7, 2026, the Buyer may waive and proceed or postpone the Closing pending cure or a Seller statement that it is unable or unwilling to cure — with specific performance expressly unavailable where the Sellers do not elect to cure.
• Regulatory: Healthcare Permit notifications, applications and filings within ten business days following the APA date, tolled day-for-day for each day the Sellers fail to provide, following written request, information in their possession necessary to complete a filing; written confirmation of each submission within three business days. Buyer reimburses 50% of Seller Cooperation Costs. Seller obligations under Sections 2.5(c), 7.4(a), 7.4(b), 7.9 and 8.5 automatically terminate 90 days following the Initial Closing absent mutual written extension or a Governmental Authority request relating to a Permit or Healthcare Regulatory Filing, and are limited to information unique to the Sellers and not otherwise reasonably available through the Data Room, public records or the Buyer's own diligence channels.
• Schedule 7.11(a) filings: Grapevine — Texas Health and Human Services Commission Assisted Living Facility Type B License (capacity 106) and Assisted Living Facility or Unit Alzheimer's Certificate (capacity 19), requiring a CHOW application submitted through the HHSC online portal with full payment and a signed and notarized HHSC Form 1092 Change of Ownership Transfer Affidavit from both applicant and current license holder. Las Vegas — Nevada Division of Public and Behavioral Health Residential Facility Group License (total licensed capacity 126, comprising 92 Category II and 34 Category II Alzheimer's), requiring a new license application. Eugene — none; The Archer Senior Living at Crescent Park is scheduled as a full independent living facility with no current license, issuing authority or filing type.
• Grapevine zoning: Schedule 5.4 discloses that the Grapevine community operates under a conditional use permit. The Grapevine City Council proposed an amendment to Comprehensive Zoning Ordinance No. 82-73 that would render the senior community use legal but non-conforming; the Debtors proposed revised language confirming the use as both legal and conforming, which the City's counsel stated he would recommend, with a public hearing scheduled for July 21, 2026. If the proposed language is not adopted, the community may still operate, but as a non-conforming property its ability to expand, to rebuild after a casualty, or a new owner's ability to operate may be limited or require issuance of a new permit.
• Potentially non-transferable Permits (Schedule 5.4): Grapevine — Tarrant County Public Health food establishment/food service permit, Texas Assisted Living Facility Type B License, City of Grapevine Certificate of Occupancy, Texas HHSC Alzheimer's certificate and CMS CLIA Certificate of Waiver. Eugene — Oregon Department of Consumer and Business Services boiler/pressure vessel operating permit. Las Vegas — Nevada Health Authority Food Establishment Permit and Residential Facility for Groups License.
• Required consents (Schedule 9.9): Grapevine only — the Tarrant County Public Health Environmental Health Division Food Service Permit (FD-1-19124) and, to the extent required, the Texas Department of Licensing and Regulation Barbering and Cosmetology Establishment Permit (840039). None for Eugene or Las Vegas.
• Bridging Agreements: the Schedule 7.11(b) term sheets pair an Interim Lease/Sublease Agreement with an Interim Management Agreement, each running 120 days from the Commencement Date subject to a Lessee-held Extension Option for up to four additional three-month periods on 15 days' notice. The Lessee may not unreasonably withhold consent to an extension requested because of governmental licensing delay, and the Manager has no unilateral right to extend, any purported exercise being void. Manager indemnity is uncapped and non-offsetable and survives indefinitely as to Term-period events, but recovery under both the Lessor and Manager indemnities is reduced dollar for dollar by insurance proceeds actually collected. Termination for cause by the Lessee includes Manager insolvency events, material breach subject to cure, suspension of Healthcare Permits, and a sale of the Facility by the Lessor.
• Employee benchmark departure: for at least 12 months post-Closing the Buyer provides each Buyer Employee base salary or wages, cash incentive opportunities and other benefits benchmarked to similarly situated persons employed by the Buyer, its affiliates or its designated management company — rather than to the compensation and benefits the employee received immediately prior to Closing, as in most of the other agreements. Offers are extended not later than ten business days prior to the Initial Closing Date "to all Employees, as Buyer determines." Sellers credit the Buyer with all accrued but unused vacation, sick time and other paid time off, including related payroll Taxes.
• Third-party-manager assets: within 30 days following the APA date the Sellers provide a schedule of Operating Assets held by or in the name of a third-party manager and use commercially reasonable efforts to cause transfer to the Buyer, directly or through the Seller, with no additional consideration payable. Operating Assets expressly include resident trust funds and patient deposits (transferring only upon the Buyer assuming operational control of the Community), security deposits and prepaid rents, and telecommunication devices and computer hardware.
• Oregon disclosure: Section 13.17 carries the statutory ORS 93.040(2) land use disclosure, reflecting the Eugene Owned Real Property.
• Closing: Initial Closing on the latest of three business days following satisfaction or waiver of the Article 9 and Article 10 conditions, 30 days following entry of the Sale Order, or as mutually agreed; effective 12:01 a.m. New York time, with all deliveries made in escrow with the Title Company under the Title Company Agreement. Subsequent Closings occur within 30 days following delivery of a Reinclusion Notice (which itself must specify a proposed date no later than 45 days after delivery), with a 30-day Subsequent Closing Deadline for Deposit-forfeiture purposes.
• Removal notices: Community Removal Notice no later than two business days prior to the Initial Closing Date, or as promptly as reasonably practicable after the Auction. Buyer removal requires a Community-Level MAE occurring and continuing as of the date five business days prior to the applicable Closing, with notice no later than two business days prior to that Closing Date.
• Closing escrow: the Exhibit C Closing Escrow Agreement appoints Chicago Title Insurance Company (Seattle office, Attn: Bandhanjit Singh) as Escrow Agent, governed by New York law subject to the Bankruptcy Code. Interest on the Closing Cash Payment is treated as earned by the Buyer, with 50% of each quarter's interest disbursed to the Buyer at the Buyer's direction; the Buyer bears all Escrow Agent fees and indemnifies the Escrow Agent for tax reporting matters. The Escrow Agent may not exercise setoff against the escrow to satisfy amounts owed to it without joint written instruction or a final court order.
• Empty schedules: Schedule 2.1(a)(viii) (additional Real Property Assets), Schedule 7.3 (interim operations) and Schedule 9.7 (required Assumed Contracts) are "None" for all three Communities; Schedule 2.1(b)(ix) lists only security deposits and prepaid rents under the Resident Agreements; Schedule 7.9 lists only entry of the Sale Order.
• Excluded Assets: Schedule 2.2(m) excludes the four enterprise vendor agreements at each Community plus the trust and Delaware trustee agreements, master leases, management and sub-management agreements with Senior Housing Management Group, LLC and Volante Senior Living LLC, a Perfect Pest Control, LLC pest management agreement dated May 6, 2025 at Grapevine, and, at Las Vegas, the Integral Senior Living Management, LLC property management agreement dated March 8, 2021 as amended June 2021, the June 2021 assignment and assumption thereof, and an Interim Sublease Agreement dated June 8, 2021 between Mango Holdings, LLC and Inspired Senior Living of Las Vegas MT, LLC.
• Bridging Agreement condition: Section 9.5 makes receipt of the Buyer Healthcare Permits or execution of definitive Bridging Agreements a condition to the Buyer's obligation to close, yet provides that the Sellers may waive it in their sole and absolute discretion; the mirror-image Seller condition at Section 10.6 is drafted identically.
• Drafting notes: the definitions list cross-references "Title Objections" to Section 8.1(a) (Sales and Transfer Taxes) rather than Section 7.2(a); "New Licensee Permit" refers to the community type "set forth opposite its name on Schedule 1.1," which is the Permitted Liens schedule; Sections 12.2(b) and 12.3(b) cite Section 2.1(c)(i) for the removal right, which appears at Section 2.1(c)(ii); Sections 7.11(b) and 12.4 refer to an "Effective Date" while the agreement uses "Execution Date"; Section 12.4 refers to "Buyers" in the plural; Section 2.1(b)(xi) cross-references Schedule 2.1(b)(xi) while the Disclosure Schedules supply Schedule 2.1(b)(ix); and "Third-Party Manager" is used as a capitalized term without definition. The Bridging Agreement term sheets describe the operative agreement as an "Equity Interest and Asset Purchase Agreement" and list ST, LLC entities as parties, and the interim management agreement term sheet carries provisions addressed to Arbor Terrace Naperville and the transfer of a license held by Blue Ridge Senior House LLC — neither of which is among the three Communities on Schedule 2. The filed execution version also includes seller signature blocks lettered through "AA" for Communities outside this transaction, including The Landing of North Haven, Arbor Terrace Naperville, Mariella of Lake Orion and Harbor at Harmony Crossing, indicating a master signature set spanning multiple stalking horse agreements.
• Filed-copy limitation: the pages reviewed end at the Annex 1.1 cover sheet for Mariella of Grapevine, so the underlying title exceptions for the three Communities and the Annex 2.5(a) Assumed Contract schedule are not among the pages available.

Key Dates

• APA Execution Date: July 11, 2026
• Data Room baseline for title commitments and surveys: July 7, 2026
• Stalking Horse Bidder selected: July 12, 2026 [Docket No. 1070]
• Grapevine zoning ordinance public hearing: July 21, 2026
• Fully compiled APA filed: Aug. 10, 2026 [Docket No. 1310]
• Healthcare Permit filings: within ten business days following the APA date, subject to day-for-day tolling
• Third-party-manager Operating Asset schedule: within 30 days following the APA date
• Title Company Agreement execution: not later than five business days prior to the Auction
• Assumed Contract schedule additions/deletions: three business days prior to the Sale Hearing; Determination Date three business days prior to the applicable Closing Date
• Employment offers: not later than ten business days prior to the Initial Closing Date
• Withholding Tax List: at least three business days prior to the Closing Date
• Initial Closing: latest of three business days after satisfaction or waiver of conditions, 30 days following entry of the Sale Order, or as mutually agreed
• Initial Closing Allocation Statement: within 60 days after the Initial Closing Date; 30-day objection period
• Subsequent Closing Deadline: 30 days following delivery of a Reinclusion Notice
• Cooperation sunset: 90 days following the Initial Closing
• Back-Up Bid Termination Date: earliest of Dec. 31, 2026, the first business day after closing with another Successful Bidder, or written release
• Outside Date: the later of 90 days following entry of the Sale Order and Dec. 31, 2026

5. PO Holdco LLC — Orchard at Brookhaven, Orchard at Athens and Mariella of Arlington Heights

Parties

• Buyer: PO Holdco LLC, a Delaware limited liability company, together with any Buyer Designee.
• DST Sellers: Inspired Senior Living of Brookhaven DST; Inspired Senior Living of Athens DST; Inspired Senior Living of Arlington Heights DST. Master Tenant Sellers: Inspired Senior Living of Brookhaven MT, LLC; Inspired Senior Living of Athens MT, LLC; Inspired Senior Living of Arlington Heights MT, LLC.
• Current manager at each community: Senior Housing Management Group, LLC. The Buyer will select a third-party New Management Company prior to Closing and give the Sellers written notice.
• The Sellers have no Subsidiaries. Sellers may assign to a liquidation trust or similar vehicle under a confirmed chapter 11 plan; the Buyer may additionally assign employee-related obligations to a New Management Company and licensing and permitting rights to its direct or indirect owners.

Communities and Allocations

• Orchard at Brookhaven — 3523 Buford Highway NE, Atlanta, Georgia 30329 — $26,989,300
• Orchard at Athens — 2750 Atlanta Hwy, Athens, Georgia — $32,000,000
• Mariella of Arlington Heights — 1625 South Arlington Heights Road, Arlington Heights, Illinois 60005 — $8,500,000
• Total: $67,489,300

Purchase Price, Deposit and Bid Protections

• Purchase Price: the sum of Allocations as of the applicable Closing Date, as adjusted for Removed and MAE Removed Communities, plus assumption of the Assumed Liabilities (discharged in the ordinary course rather than paid in cash at Closing), less the PTO Amount for each Community.
• Deposit: the Escrow Amount, equal to 5% of aggregate Allocations, approximately $3,374,465, deposited concurrently with execution.
• Full Break-Up Fee: 3% of aggregate Allocations, approximately $2,024,679. Allocated by Community: $809,679 (Brookhaven), $960,000 (Athens), $255,000 (Arlington Heights).
• Maximum Expense Reimbursement Amount: $232,700, allocated $93,100 (Brookhaven), $110,300 (Athens), $29,300 (Arlington Heights).
• Excess Deposit: to the extent the aggregate remaining Deposit after reductions exceeds the Allocations for the Communities remaining after the Initial Closing Date, the excess is returned to the Buyer.

Deal-Specific Terms

• Master Lease Dual Assignment: at each Closing the Master Tenant Seller assigns its tenant rights and the DST Seller assigns its landlord rights under the Master Lease to the Buyer or its designee, with no additional consideration and no Cure Cost responsibility for the Buyer. Schedule 2.5(d) identifies master leases effective Sept. 30, 2021 (Brookhaven), 2021 (Athens) and Dec. 16, 2021 (Arlington Heights). In no event is the Buyer responsible for Master Lease Cure Costs.
• Closing condition — management agreements: the Sellers must have terminated all Management Agreements with respect to the Communities and provided evidence to the Buyer.
• Resident trust funds transfer only upon the Buyer assuming operational control of the applicable Community; until then the Buyer indemnifies the Sellers for losses from their continued holding of such funds at the Buyer's direction. The Sellers retain a royalty-free, non-exclusive license to use transferred marks in winding down the Business and discharging Excluded Liabilities, and retain rights to Medicare and Medicaid cost report settlements, receivables and reconciliations for cost reporting periods ending prior to the applicable Closing Date.
• Provider agreements: the Sellers assign and the Buyer assumes healthcare program provider numbers and Provider Agreements to the extent permitted by law, with the Buyer indemnifying the Sellers for losses arising from post-Closing use, billing or operation, including audits, recoupments, overpayment determinations and penalties, notwithstanding that claims may be asserted against the Sellers as named provider.
• Real property causes of action included in the Acquired Assets are limited solely to claims against third-party contractual counterparties; causes of action against the Sellers or their Affiliates, including chapter 5 causes of action, are expressly excluded.
• Interim operations: the Sellers may not pre-bill for reimbursement for post-Closing services, and may not raise the level of care at a Community or change pricing practices inconsistently with current practice in a manner material and adverse to the Buyer. Where the Sellers commence capital improvements not completed prior to Closing, the Buyer receives a credit for the good-faith cost to complete and the related contracts are assigned without Cure Cost responsibility.
• Regulatory: HSR notifications and Healthcare Permit applications within ten business days following the Execution Date; change-of-ownership and change-of-operator filings within ten business days following entry of the Sale Order. Schedule 7.11(a) requires a Georgia DCH change-of-ownership application for both Georgia communities (approval required before permit issuance) and an Illinois Department of Public Health new probationary license application at least 30 days prior to the change-of-ownership date for Arlington Heights. Schedule 5.4 flags the Georgia DCH assisted living community permit at Brookhaven, the Georgia DPH food service permit at Athens, and the Illinois assisted living license and CMS CLIA certificate of waiver at Arlington Heights as potentially non-transferable.
• Bridging Agreement economics: the term sheets contemplate a 120-day interim management agreement and a 180-day interim lease, each extendable by the Sellers in their sole discretion for up to four additional three-month periods, with consent not to be unreasonably withheld where delay is caused by a governmental agency; the Sellers retain their Medicaid provider number for billing until the manager obtains its own, subject to a seller audit right exercisable up to twice annually and surviving three years.
• Payroll tax reporting follows the "Standard Procedure" under Rev. Proc. 2004-53 on a predecessor/successor basis. The Sellers waive and release Buyer Employees from non-competition and non-solicitation restrictions with respect to employment by the Buyer, a Buyer Designee or any New Management Company.
• Employees scheduled at Annex 8.6(a) are employed by Orchard at Brookhaven II, LLC and Orchard at Athens II, LLC rather than by the Sellers directly, consistent with the APA's definition of Employees reaching employees of the Sellers, their affiliates and their third-party managers.
• Antitrust: the Buyer bears HSR and other antitrust filing fees and agrees to take all actions necessary to eliminate antitrust impediments, including divestitures, subject to a carve-out for remedies that would reasonably be expected to have a material adverse effect on the Business taken as a whole. The Sellers may not agree to any divestiture or material restriction without the Buyer's prior written consent, not to be unreasonably withheld.
• Deemed delivery: data room materials accessible at least five business days prior to the applicable Closing Date. Copies of books and records are delivered no later than 15 business days following Closing, with the Sellers entitled to retain originals required for the chapter 11 cases, wind-down and any confirmed plan.
• Closing: Initial Closing on the latest of three business days following satisfaction or waiver of conditions, 30 days following entry of the Sale Order, or as mutually agreed; effective as of 12:01 a.m. New York time. Subsequent Closing Deadline: 30 days following delivery of a Reinclusion Notice.
• Community Removal Notice: no later than two business days prior to the Initial Closing Date, or, if delivered after the Auction, as promptly as reasonably practicable thereafter. Buyer Community Removal Notice: no later than two business days prior to the applicable Closing Date.
• Schedules: Schedules 9.8 and 9.10 list none as of the Execution Date; Schedule 7.9 identifies entry of the Sale Order as the only required consent. Schedule 2.2(l) excludes the four enterprise vendor agreements plus facility-level pharmacy, elevator, landscaping, linen and satellite connectivity agreements the Sellers may not be party to.
• Buyer access restrictions: no contact with non-executive employees, customers or suppliers without Seller consent; no environmental sampling or testing without written consent; Buyer indemnity for site entry surviving Closing and termination.
• Open items: whether the Knowledge of Sellers definition reads "H." or "M." Benjamin Jones (every signature and notice block reads "M."), and whether Annex 8.6(a) omits Arlington Heights employees.

Key Dates

• APA Execution Date: July 12, 2026
• Stalking Horse Designation Notice: July 13, 2026 [Docket No. 1076]
• Bid Protections Objection Deadline: July 20, 2026
• Fully compiled APA filed: Aug. 10, 2026
• HSR filings and Healthcare Permit applications: within ten business days following the Execution Date
• Change-of-ownership and change-of-operator filings: within ten business days following entry of the Sale Order
• Assumed Contract schedule additions/deletions: three business days prior to the Sale Hearing
• Determination Date: three business days prior to the applicable Closing Date
• Employee list update: at least 15 business days prior to Closing; employment offers ten business days prior
• Subsequent Closing Deadline: 30 days following delivery of a Reinclusion Notice
• Outside Date: the later of 90 days following entry of the Sale Order and Dec. 31, 2026

6. SYMPO 2026, LLC — Mariella of Lake Orion and Salterra at Chesterfield

Parties

• Buyer: SYMPO 2026, LLC, a Delaware limited liability company, executed by David Hartman, Authorized Signatory. Buyer's counsel: Gutnicki LLP.
• Sellers: Inspired Senior Living of Chesterfield DST and Inspired Senior Living of Lake Orion DST; Inspired Senior Living of Chesterfield MT, LLC and Inspired Senior Living of Lake Orion MT, LLC.
• Relation of the Stalking Horse Bidder to the Debtors: None.

Communities and Allocations

• Mariella of Lake Orion — 985 North Lapeer Road, Lake Orion, Michigan 48362 — $6,100,000
• Salterra at Chesterfield — $3,000,000
• Total: $9,100,000

Deposit and Bid Protections

• Escrow Amount: $455,000 (5% of aggregate Allocations).
• Full Break-Up Fee: $273,000 (3%). Pro Rata Break-Up Fee: $183,000 (Lake Orion) and $90,000 (Chesterfield).
• Maximum Expense Reimbursement Amount: $31,300.

Deal-Specific Terms

• Closing timing: the Initial Closing occurs no later than the first day of the first month after the later of (a) three business days following satisfaction or waiver of the Article 9 and Article 10 conditions and (b) 60 days from the Sale Hearing, and is deemed effective as of 12:01 a.m. Michigan time. Subsequent Closings occur no later than the first day of the first month after 60 days following delivery of a Reinclusion Notice, with a 60-day Subsequent Closing Deadline for Deposit-forfeiture purposes.
• Cooperation cost cap: the Buyer's aggregate reimbursement obligation for Seller cooperation costs under the non-assignment provision is capped at $10,000, any individual cost or expense above $1,000 requires the Buyer's prior written approval, and each invoice must be accompanied by reasonable supporting detail.
• Allocation Statements are delivered within 120 days after each Closing Date (rather than 60), with a 30-day objection period. Separately, the amount attributable to the Real Property Assets is allocated for recording the Deeds and filing transfer tax declarations, using two line items on a single closing statement, solely for state and local transfer tax and real property assessment purposes.
• Regulatory: Healthcare Permit filings within five business days of the Execution Date; HSR notifications within ten business days; change-of-ownership filings within ten business days after entry of the Sale Order. Schedule 7.11(a) identifies a Michigan Department of Licensing and Regulatory Affairs Home for the Aged License at each Community — licensed capacity 71 at Lake Orion and 62 at Chesterfield — with a new license application required. Schedule 5.4 flags the LARA Home for the Aged license and CMS CLIA Certificate of Waiver at each Community, plus a Michigan Department of Agriculture and Rural Development food service establishment license at Lake Orion, as potentially non-transferable.
• Bridging Agreements: interim lease term of 180 days from the Commencement Date; interim management agreement term ending on the earlier of the Final Commencement Date (within three business days of receipt of all necessary licenses unless otherwise agreed) and 120 days. The Lessee holds the Extension Option in its sole and absolute discretion; the Manager has no right, power or authority under any circumstances to unilaterally extend, renew or continue the term, and any purported exercise by the Manager is void.
• Employee benefits election: for at least 12 months post-Closing, other employee benefits must be, at the Buyer's election, either no less favorable in the aggregate to those provided immediately prior to Closing or substantially comparable in the aggregate to those provided to similarly situated employees of the Buyer and its affiliates.
• WARN carve-out: terminations for cause, voluntary resignations, retirements, terminations on natural completion of a project or temporary assignment, and other separations excluded from the WARN Act definition of "employment loss" do not breach the Buyer's covenant.
• Excluded Assets: Schedule 2.2(l) identifies the Yardi SaaS agreement (Jan. 29, 2022), a Pharmacy Services Agreement dated March 16, 2022 with Lucent Pharmacy Corporation, the Certiphi master services agreement (Jan. 30, 2023) and the symplr master service and license agreement (March 22, 2023), and incorporates Schedule 5.4.
• Community Removal Notice: no later than two business days prior to the Initial Closing Date; Buyer Community Removal Notice no later than the applicable Closing Date, with commercially reasonable efforts to give two business days' notice.
• Schedules: Schedule 2.1(a)(viii) lists no additional Real Property Assets; Schedule 2.1(b)(vii) identifies security deposits and prepaid rents under the Resident Agreements; Schedules 7.3, 9.8 and 9.10 list none; Schedule 7.9 lists entry of the Sale Order and incorporates the Schedule 7.11(a) state filings.

Key Dates

• APA Execution Date: July 13, 2026
• Stalking Horse Bidder selected and notice filed: July 14, 2026 [Docket No. 1090]
• Bid Protections Objection Deadline: no later than seven days after service of the notice; Stalking Horse Objection Deadline July 21, 2026
• Fully compiled APA filed: Aug. 10, 2026 [Docket No. 1315]
• Healthcare Permit applications: within five business days following the Execution Date; HSR within ten business days
• Determination Date: three business days prior to the applicable Closing Date
• Allocation Statements: within 120 days after each Closing Date, 30-day objection period
• Outside Date: the later of 90 days following entry of the Sale Order and Dec. 31, 2026

7. Alliance Capital Partners, LLC — Salterra at Ashbrook

Parties and Structure

• Buyer / Stalking Horse Bidder: Alliance Capital Partners, LLC, a Florida limited liability company, or one of its affiliates or designees, executed by Charles O. Peters, Managing Partner. Relation to the Debtors: None. Notices to 2236 Capital Circle NE, Suite 103, Tallahassee, FL 32308, Attn: Charlie Peters, with a copy to Robinson Franzman LLP, 191 Peachtree Street, Suite 2600, Atlanta, GA 30303, Attn: Nicholas G. Moore.
• Sellers: Inspired Healthcare Capital Holdings, LLC (the "Equity Seller") and IHC – Ashbrook DST (the "DST Seller").
• Acquired Company: IHC – Ashbrook MT, LLC, a wholly-owned subsidiary of the Equity Seller. The DST Seller leases the Owned Real Property to the Acquired Company under Master Tenant Leases, and the Acquired Company conducts operations, holds all material licenses and permits and maintains resident relationships.
• This is the only transaction structured as an Equity Interest and Asset Purchase Agreement: the Equity Seller sells all issued and outstanding Equity Interests of the Acquired Company, and the DST Seller sells its assets, in each case free and clear of all Liens other than Permitted Liens. Neither the Assumed Liabilities nor the Excluded Liabilities provisions limit the Buyer's ownership of the Acquired Company or its Liabilities following Closing.
• Title Company departure: Continental Land Title Company, rather than Chicago Title. The Annex 1.1 Permitted Liens schedule nonetheless attaches Schedule B, Part II of a Chicago Title commitment.
• Schedule 5.7 identifies as the only affiliate contracts the Master Lease effective Sept. 28, 2020 between IHC – Ashbrook DST and IHC – Ashbrook MT, LLC and the Management Agreement effective Nov. 12, 2020 between IHC – Ashbrook MT, LLC and Senior Housing Management Group, LLC.

Purchase Price, Deposit and Bid Protections

• Purchase Price: $5,600,000, allocated in full to Salterra at Ashbrook (Villa Rica, GA), comprising a Closing Cash Payment equal to $5,600,000 less the Deposit actually paid, plus assumption of the Assumed Liabilities. There is no PTO reduction to the Purchase Price.
• Deposit: $280,000 (5.00% of the Purchase Price), held by Ankura Trust Company, LLC. If the APA is terminated in circumstances where the Sellers would be entitled to terminate for the Buyer's material breach, the Deposit is delivered to the Sellers within five Business Days; the Sellers may likewise terminate and retain the Deposit as liquidated damages if the parties cannot agree on the Bridging Agreements. In other termination scenarios the Deposit is returned to the Buyer, generally within five Business Days following the closing of an Alternative Transaction. If the Buyer is designated Back-Up Bidder, the Deposit is returned within five Business Days after the closing of an Alternative Transaction.
• Break-Up Fee: $168,000 (3.00% of the Purchase Price), payable on terminations under Sections 11.1(b)(iii), 11.1(b)(iv), 11.1(c), 11.1(d)(ii) or 11.1(d)(iii) — as a required closing payment at the closing of an Alternative Transaction in the first, fourth and fifth cases, and within five Business Days of termination otherwise. Maximum Expense Reimbursement Amount: $19,300, available on any Section 11.1 termination other than 11.1(a) or 11.1(d)(i) and payable within five Business Days following the closing of an Alternative Transaction.
• Other than the return of the Deposit and the Buyer's specific-performance rights, payment of the Break-Up Fee and Expense Reimbursement is the Buyer's sole and exclusive remedy, and the Buyer is not entitled to specific performance where the Sellers terminate in connection with their fiduciary duties. The Sellers' obligation to pay the Bid Protections is subject to Bankruptcy Court approval and survives termination.

Deal-Specific Terms

• Acquired Assets include the Owned Real Property with all Improvements and appurtenant rights; rents, receivables and other amounts payable in respect of the property; all leases, subleases and occupancy agreements; all transferable Permits; and all Assumed Contracts.
• Excluded Assets include, with respect to the DST Seller, cash and cash equivalent accounts, deposits, investment interests and other financial assets and all pre-Closing receivables; any Excluded Company, including its Equity Interests and assets; all Tax refunds, credits and attributes for Pre-Closing Tax Periods; all insurance policies except as expressly included; and assets listed on Schedule 2.2 — the four enterprise vendor agreements plus the Permits flagged on Schedule 5.5.
• Representations departure: Article 5 omits any healthcare or licensure representation, so the Sellers make no representation as to the Healthcare Permits — a departure from the Part I standard — and the agreement contains no "Knowledge" definition. Article 5 instead adds a Capitalization representation (the Equity Seller owns all equity interests of the Acquired Company free of Liens other than Permitted Liens; no options, warrants, convertible securities or preemptive rights outside the Organizational Documents) and a Bank Accounts representation.
• Bank accounts (Schedule 5.9): discloses an MT/Operating account held by the Acquired Company at Alliance Bank; a Community/Operating account held by VSL-Ashbrook GA, LLC at Alliance Bank; and two Community/Operating accounts held by Leisure Care at Bank of America. Account numbers and authorized signatories are blank in the filed copy.
• Employees: Schedule 8.6(a) lists 40 employees at the Community, each employed by Leisure Care, LLC rather than by the Acquired Company — General Manager, Health and Wellness Director, Business Office Manager, Sales Manager, Program Supervisor, Plant Operations Supervisor, Chef, Cooks, Resident Assistants I and II, Housekeepers and Receptionist. Where employees are employed by the Acquired Company their employment continues without interruption; where employed by an Affiliate or a third-party management company, the Buyer extends at-will offers not later than ten Business Days prior to the Closing Date. For at least twelve months after Closing, Buyer Employees receive base salary or wages and cash incentive opportunities no less than those provided immediately prior to Closing and other employee benefits (excluding equity-based) no less favorable, in accordance with the Buyer's or its manager's policies. Accrued but unused PTO is assumed, recognized and credited.
• Antitrust: Section 7.4 requires HSR and other antitrust notifications within ten Business Days of the date of the Agreement, with the Buyer bearing the filing fees; a footnote to the executed agreement records the Sellers' view that no filings or notifications are believed necessary. The corresponding closing conditions apply only to the extent consent under an Antitrust Law is required or, at the Buyer's discretion, deemed advisable. The Buyer agrees to take any and all actions necessary to eliminate antitrust impediments, including divestitures, subject to a carve-out for remedies reasonably expected to have a material adverse effect on the Business taken as a whole.
• Regulatory: Healthcare Permit notifications, applications and filings within five Business Days following the date of the Agreement, with copies of all submissions and any acknowledgment of receipt delivered within three Business Days and all subsequent correspondence forwarded promptly. Schedule 7.11(a) identifies a Georgia Department of Community Health change-of-ownership application that must be approved before the permit issues to the new owner. Schedule 5.5 flags as potentially non-transferable the City of Villa Rica Commercial Waste Discharge Permit (FOG/grease control), the State of Georgia Assisted Living Community Permit and the Carroll County Environmental Health Food Service Permit. If the Parties cannot agree Bridging Agreement terms within the later of ten days following conclusion of the Auction and satisfaction or waiver of the closing conditions, the Sellers may terminate and retain the Deposit as liquidated damages; failure to agree is expressly not a breach and gives the Buyer no termination right.
• Title: Section 7.2 provides only for Buyer-obtained commitments and surveys at its sole cost and Seller cooperation in obtaining an owner's extended coverage policy and an ALTA/NSPS survey — with no Title Objection or cure mechanic. Annex 1.1 attaches Schedule B, Part II of Chicago Title Commitment No. CT18-25-0675, disclosing 2026 and subsequent-year taxes; matters shown on plats at Plat Book 80, Page 100, Plat Book 82, Page 219 and Plat Book 92, Page 164; five Georgia Power Company easements (2003, 2003, 2013, 2019 and 2023); a 2003 Memorandum of Operations Agreement for Guardians Investment LLC; a 2018 driveway easement and a 2019 right of way deed to the Georgia Department of Transportation; a Force Main, Water Line and Lift Station Easement Agreement and Declaration dated Nov. 11, 2020; and an Access Easement Agreement and Declaration dated Oct. 28, 2020. The commitment relies on an ALTA/NSPS survey by Paul E. Sikes, LS, dated May 26, 2026 (Project 63756), which disclosed no additional matters.
• Assumed Contracts: Annex 2.5(a) lists principally the individual Resident Agreements (counterparty names redacted) together with the Sorenson Entity Services LLC Delaware Trustee Agreement effective July 2, 2020 and the Trust Agreement of IHC – Ashbrook DST dated Sept. 28, 2020, a Bus Finders purchase contract dated June 10, 2025, an Ecolab Inc. dish machine rental agreement signed July 29, 2025, a Golden Season Landscaping LLC commercial lawn maintenance agreement signed Aug. 12, 2025, a Knox Pest Control, Inc. pest control service proposal signed Feb. 15, 2024, and a Toshiba Financial Services lease with maintenance agreement signed Oct. 17, 2024. Cure Cost estimates are $0.00 for every listed contract other than the Ecolab agreement at $240.75; one resident agreement entry is not legible.
• Prorations and Resident Records: real property Taxes, utilities, rents and other operating expenses prorate as of 12:01 a.m. on the Closing Date, final at Closing with no post-Closing adjustment; Apportioned Taxes expressly exclude any Taxes of the Acquired Company. The Buyer retains Resident Records for the period required by law and in no event less than ten years following the last entry, with at least 60 days' prior written notice before destruction.
• Closing deliveries: the Buyer delivers the Closing Cash Payment, the Assumption Agreement, Bill of Sale, Securities Transfer Agreement and any Bridging Agreement, plus Buyer Designee joinders. The Sellers deliver those documents together with the Deeds, a copy of the Sale Order, IRS Forms W-9, a certificate of good standing for the Acquired Company, and the Acquired Company's stock books, ledgers, minute books, corporate seals, certificates of formation, check books and statutory books to the extent in the Sellers' possession. The Exhibit C Securities Transfer Agreement effects the transfer of the Acquired Interests as of the Closing Date, free and clear, without further action.
• Closing conditions include entry of the Sale Order as a Final Order; Court approval of the assumption and assignment of each designated Assumed Contract except as would not have a material effect on the Business; receipt of all applicable Buyer Healthcare Permits or execution of definitive Bridging Agreements (a condition the Sellers may waive in their sole and absolute discretion); expiration or termination of any applicable Antitrust Law waiting period; and receipt of an ALTA owner's title insurance policy or marked commitment insuring fee simple title subject only to Permitted Liens in an amount equal to the portion of the Purchase Price allocated to the Owned Real Property.
• Back-Up Bidder: the Buyer's bid remains open and irrevocable until the earlier of the first Business Day after closing of a transaction with another Successful Bidder and written release by the Sellers — with no Dec. 31, 2026 backstop; a marginal note records that this formulation was being applied across the stalking horse APAs. On a Successful Bidder's failure to close, the Buyer must consummate by the later of ten days after becoming the Successful Bidder and 60 days after the Sale Hearing.
• Termination adds a trigger where, at the end of the Auction, the Buyer is not determined by the Sellers to be the Successful Bidder or Back-Up Bidder. Upon termination the APA becomes null and void ab initio, with no Party relieved of Liability for prior breach and the Bid Protections provisions expressly surviving.
• Expenses departure: all title insurance premiums, survey costs and recording fees in connection with the Acquired Assets are allocated to and borne by the Buyer.
• Post-closing: Bridging Agreements to be negotiated in good faith for any Business for which Buyer Healthcare Permits will not reasonably be obtained prior to Closing; six-year books and records access; post-Closing Seller confidentiality. The Allocation Statement is delivered within 120 days after the Closing Date with a 30-day objection period, and is expressly not binding for purposes of the actual distribution of proceeds as between the Sellers.
• Closing and Outside Date departures: Closing occurs no later than three Business Days following satisfaction or waiver of the Article 9 and Article 10 conditions, or as mutually agreed, effective 12:01 a.m. New York time — with no 30- or 60-day tail after entry of the Sale Order. The Outside Date is 90 days following entry of the Sale Order, with no Dec. 31, 2026 backstop. Deemed delivery runs to materials continuously accessible through the Closing Date, without a specified minimum period.
• Empty schedules: Schedules 2.1(b)(ix), 7.3, 9.8 and 9.10 are "None"; Schedule 7.9 lists only entry of the Sale Order.

Key Dates

• APA Execution Date: July 13, 2026
• Stalking Horse Bidder selected: July 14, 2026 [Docket No. 1091]
• Bid Protections / Stalking Horse Objection Deadline: July 21, 2026 (no later than seven days after service of the notice)
• Fully compiled APA filed: Aug. 10, 2026 [Docket No. 1316]
• Healthcare Permit applications: within five Business Days following the date of the Agreement
• HSR and other antitrust notifications: within ten Business Days following the date of the Agreement
• Assumed Contract schedule additions/deletions: three Business Days prior to the Sale Hearing; Determination Date three Business Days prior to the Closing Date
• Closing: no later than three Business Days following satisfaction or waiver of the Article 9 and Article 10 conditions
• Allocation Statement: within 120 days after the Closing Date; 30-day objection period
• Outside Date: 90 days following entry of the Sale Order

8. Inspired Florida Acquisitions LLC — Six Florida Communities

Parties

• Buyer: Inspired Florida Acquisitions LLC, a Delaware limited liability company, signed by Daniel Kunstlinger, Authorized Person; notice address 45 Broadway, New York, NY 10006. Buyer's counsel: Polsinelli PC. Relation to the Debtors: None.
• DST Sellers: Inspired Senior Living of Delray Beach, Dunedin, Fort Myers, Melbourne, Largo and Pinellas Park DSTs. Master Tenant Sellers: the corresponding MT, LLC entities.

Communities, Allocations and Deposits

• Azalea at Delray Beach — 5858, 5859, 5861 Heritage Park Way, Delray Beach, FL 33484 — $25,100,000 (deposit $1,255,000)
• Salterra Senior Living at Dunedin — 880 Patricia Avenue, Dunedin, FL 34698 — $17,800,000 (deposit $890,000)
• Salterra Senior Living at Fort Myers — 3501 North Hancock Bridge Parkway, Fort Myers, FL 33903 — $13,200,000 (deposit $660,000)
• Salterra Senior Living at Melbourne — 964 South Harbor City Boulevard, Melbourne, FL 32901 — $10,000,000 (deposit $500,000)
• Salterra Senior Living at Largo — 750 Starkey Road, Largo, FL 33771 — $7,600,000 (deposit $380,000)
• Salterra Senior Living at Pinellas Park — 8980 49th Street North, Pinellas Park, FL 33782 — $7,300,000 (deposit $365,000)
• Total Allocations: $81,000,000; aggregate Deposit $4,050,000
• Because the APA becomes effective only upon the Buyer's designation as Stalking Horse Bidder for the Minimum Communities, the filing does not confirm that the Deposit has been funded.

Bid Protections

• Full Break-Up Fee: $2,430,000 (3%). Pro Rata Break-Up Fee: 3% of the Allocation for any Removed Community not designated (or, if designated, not reincluded) as a Back-Up Bidder Community.
• Maximum Expense Reimbursement Amount: $279,400. The Buyer need not show that reimbursed amounts related to the specific Community terminated, only to the transactions contemplated by the APA; the closing of an Alternative Transaction is the sole payment trigger.
• Credit bid of bid protections: at each round of the Auction the Buyer may credit bid its Break-Up Fee and Expense Reimbursement (or, for fewer than all Communities, its allocated Break-Up Fee and pro rata Expense Reimbursement). If the Buyer is the Successful Bidder for one or more Communities, the Sellers will use commercially reasonable efforts to obtain prompt Court approval.

Deal-Specific Terms

• Minimum Communities condition: the APA becomes effective and enforceable only if the Buyer is designated Stalking Horse Bidder for the Minimum Communities — five of the Communities other than Dunedin, or all six if Dunedin is included. Once effective, the Buyer's ultimate acquisition of fewer than the Minimum Communities does not invalidate the agreement.
• Seller removal restrictions: notwithstanding the fiduciary out, the Sellers may not remove any Community or terminate as to any Community (a) prior to the beginning of the Auction, (b) at any time after the conclusion of the Auction, or (c) during the Auction unless the Buyer is not the Successful Bidder, in each case without the Buyer's prior written consent — unless the Sellers are removing or terminating as to all Communities, in which case the APA is deemed terminated, the Deposit is released to the Buyer and the Bid Protections apply. Unless the Buyer agrees otherwise, it is not required to purchase fewer than all Communities included as of the Effective Date unless it was not the highest bidder at the Auction for the removed Communities or the Sellers elect to remove all Communities. On a Community removal, the Escrow Agent returns the Applicable Deposit within two business days.
• Closing timing and Jewish Holidays: the Initial Closing occurs no later than ten business days following satisfaction or waiver of conditions, and in no event less than 45 days after the Sale Hearing. A Closing Date falling on a Jewish Holiday is extended to the next business day. Jewish Holiday is a defined term comprising Sept. 11, 2026; Sept. 21, 2026; Sept. 25 – Oct. 2, 2026; Dec. 4 – Dec. 12, 2026; and April 21 – April 30, 2027. No Subsequent Closing occurs on less than ten business days' notice.
• Regulatory: Healthcare Permit filings within ten business days following entry of the Sale Order. Each Community operates under a Florida Assisted Living Facility license issued by the Florida Agency for Health Care Administration, with licensed capacities of 167 (Delray Beach), 140 (Dunedin), 145 (Fort Myers), 165 (Melbourne), 143 (Largo) and 132 (Pinellas Park); the buyer must submit a license application at least 60 days prior to the change-of-ownership date, and the Seller remains responsible until the Buyer is licensed. The Parties acknowledge that in Florida the Buyer Healthcare Permits are issued retroactively, effective as of the applicable Closing Date, and the closing condition requires evidence reasonably acceptable to both Parties that the Permits will be issued and effective as of Closing.
• Interim-period indemnity: the Buyer and each Buyer Designee indemnify the Seller Indemnitees against claims arising from fraud, misrepresentation, criminal activity, willful misconduct or gross negligence of any Buyer Party, any act or omission in managing or operating a Community, or any regulatory action, governmental investigation or third-party claim arising from Buyer Party conduct during the period following each Closing and prior to receipt of the retroactive Buyer Healthcare Permits, except to the extent a final non-appealable judgment determines the losses were caused solely by a Seller Indemnitee's willful misconduct.
• Third-party payors: not transferred or assigned; each Seller may terminate its third-party payor contracts effective as of the applicable Closing. Schedule 5.6 discloses that Delray Beach, Dunedin, Melbourne, Largo and Pinellas Park participate in Medicaid (Fort Myers listed as not applicable). Notwithstanding Section 7.11(b), Schedules 2.5(a)(i) and 2.5(a)(ii) list Participating Provider Agreements with Sunshine State Health Plan, Inc. (Dunedin, Largo, Pinellas Park) and an Ancillary Services Provider Agreement with Independent Living Systems, LLC (Melbourne) among the Contracts designated for assumption.
• Assumed Contracts: Schedules 2.5(a)(i) and 2.5(a)(ii) are substantively identical, indicating that as of the Execution Date the Buyer designated every Potential Assumed Contract, including all Resident Agreements. Cure Cost estimates are de minimis — approximately $6,100 in total on the legible entries: Comcast ($258.18), LifeSafety Management ($667.68) and Multi Flow Industries ($65.00) at Delray Beach; Frontier Communications ($690.00) and Republic Services ($812.88) at Dunedin; and Soter, LLC ($3,605.00) at Melbourne. All remaining listed contracts, including every contract at Fort Myers, Largo and Pinellas Park, are shown at $0.00. The Buyer may delete any Contract up to five business days before the applicable Closing Date, and may remove Disputed Contracts up to the Determination Date.
• Community-Level MAE expressly includes an actual or pending survey identifying a Schedule II level or higher deficiency, a formal proceeding to revoke or suspend a Healthcare Permit, or a proceeding to prohibit new admissions; casualty and condemnation events are expressly not excluded.
• Casualty and condemnation thresholds: a Casualty Event permitting Buyer termination as to the affected Community (within ten days of notice) arises where the event (a) is reasonably estimated to exceed $1 million for any Community, (b) materially disrupts operations for at least three months, (c) adversely affects the value of a single Community by more than $1 million, (d) materially and adversely impairs access without reasonable alternate access, or (e) results in the Community no longer complying with zoning without a reasonable alternative. Below those thresholds the Buyer must proceed to Closing.
• Alternative Structure: upon the Buyer's written request, the Parties will use commercially reasonable efforts to structure the transactions as a "plan" incorporating the benefits of section 1146(a) and to reasonably extend the Outside Date; costs of Seller compliance are expressly not Seller Cooperation Costs and are not a Buyer obligation.
• Interim covenants: the Sellers will not solicit the Executive Director (or equivalent) of any Community away from that Community, and will not raise management-level salaries by more than 5% without the Buyer's prior consent, not to be unreasonably withheld.
• Employee matters departure: upon the Closing Date the Sellers terminate (and use commercially reasonable efforts to cause Other Employers to terminate) the employment of all Employees who are to become Buyer Employees, and the Buyer makes offers effective the day following Closing to such number of Employees as it determines in its sole discretion, subject to background screening. Under Treas. Reg. §1.409A-1(h)(4), each Buyer Employee accepting employment is treated as having a separation from service for section 409A purposes. Where PTO assumption is not permitted by law, the Seller pays out Accrued PTO at Closing and the Buyer receives no Purchase Price credit. The Sellers provide the Accrued PTO schedule at least 15 business days before Closing.
• Excluded Liabilities are enumerated at length and include affiliate obligations, trade and accounts payable, Seller Taxes, indebtedness and guarantees, pending Actions relating to pre-Closing periods, equityholder and officer/director liabilities, Plan sponsorship, pre-Closing employee liabilities, all bankruptcy administration and transaction costs, Environmental Law Liabilities first caused prior to Closing, and governmental Causes of Action attributable to pre-Closing operations.
• Title and Permitted Liens: Schedule 1.1 lists 2026 and subsequent-year taxes, rights of parties in possession under residency agreements, and tenant rights under unrecorded leases at every Community. Delray Beach, Dunedin, Fort Myers and Pinellas Park are subject to a sovereign-lands disclaimer; Melbourne Parcel II carries additional disclaimers as to public use rights below the natural vegetation or mean high water line, title below the mean high water line, and riparian rights. Three survey encroachments are disclosed as Permitted Liens based on May 2026 surveys by Peter G. Johnson, PSM 5913, for Blew & Associates, P.A.: a building encroaching approximately 50.5 feet into a utility easement at Delray Beach; a fence encroaching approximately 3.0 feet along the westerly boundary at Melbourne; and asphalt encroaching approximately 13.0 feet along the western boundary at Largo. Permitted Liens exclude any Lien released by operation of the Sale Order or section 363(f), expressly including all mortgages and monetary Liens, and any matter omitted by delivery of a customary owner's affidavit. Title Objections must be raised within ten business days after the later of the Execution Date and receipt of the commitments and surveys, with objections to new items at least five days prior to Closing.
• Closing cost allocation: Sellers pay title search costs, costs of releasing Liens they must release, the Broker's commission and all other professional and legal fees owed to Seller-engaged advisors. Buyer pays base title premiums and customary endorsement costs, lender's policy premiums, escrow fees, and all sales, use, registration, documentary, stamp, real estate, transfer and recording Taxes incidental to the transfer.
• Books and records: access runs for the later of six years from the applicable Closing Date or the liquidation or dissolution of the applicable Seller, with 60 days' notice before disposal or destruction. On the Closing Date the Sellers deliver originals or copies of the Books and Records constituting Acquired Assets, with the Buyer taking possession only of records relating to the period beginning three years before the applicable Closing Date. For 180 days after Closing the Sellers use commercially reasonable efforts to make available patient care and safety policy and procedure manuals not subject to third-party rights, with the Buyer to promptly adopt its own.
• Sufficiency of assets: to the Sellers' Knowledge, all material tangible Acquired Assets used primarily in operating each Community are located at that Community, and the Acquired Assets are in all material respects sufficient to operate the Communities substantially as conducted. Schedule 5.8 discloses that pharmacy laptops, fax machines and printers, physical therapy equipment and salon equipment belong to third-party service providers.
• Cooperation sunset: Seller obligations under Sections 2.5(c), 7.4, 7.9 and 8.5 automatically terminate 120 days following the applicable Closing absent mutual written extension.
• Excluded Assets addendum: Schedule 2.2(o) adds, at Azalea at Delray Beach only, a Relias LLC agreement effective Feb. 1, 2025, and incorporates Schedule 5.4, which lists numerous potentially non-transferable Permits including Florida DOH biomedical waste operating permits, food hygiene sanitation certificates and Group Care/ALF permits; AHCA ALF licenses; DBPR Board of Cosmetology salon licenses; CMS CLIA Certificates of Waiver; public swimming pool operating permits (Delray Beach, Melbourne); water use permits (Delray Beach, Fort Myers); a boiler certificate of operations (Dunedin); local business tax receipts (Dunedin, Lee County, Brevard County); and a Chapter 509 nontransient apartment license (Delray Beach).
• Deemed delivery: data room materials accessible at least five business days prior to the applicable Closing Date.

Key Dates

• APA Execution / Effective Date: July 14, 2026
• Stalking Horse Bidder selected and notice dated: July 21, 2026 [Docket No. 1181]
• Bid Protections Objection Deadline: seven days after service of the notice (Stalking Horse objection deadline July 28, 2026)
• Fully compiled APA filed: Aug. 10, 2026
• Healthcare Permit applications: within ten business days following entry of the Sale Order (Florida ALF applications at least 60 days prior to the change-of-ownership date)
• Initial Closing: no later than ten business days following satisfaction or waiver of conditions, and in no event less than 45 days after the Sale Hearing
• Determination Date: three business days prior to the applicable Closing Date
• Subsequent Closing Deadline: 90 days following delivery of a Reinclusion Notice
• Outside Date and Back-Up Bid Outside Date: the later of 90 days after the date of the Sale Order and Dec. 31, 2026

9. Welltower OP LLC — The Landing of North Haven, Arbor Terrace Naperville and Azalea at Hamilton

Parties

• Buyer: Welltower OP LLC, a Delaware limited liability company, executed by Andrew Cohen, SVP Investments; notices to Welltower OP LLC, Toledo, Ohio, Attn: General Counsel, with a copy to Gibson, Dunn & Crutcher LLP. Relation to the Debtors: None.
• DST Sellers: Inspired Senior Living of Naperville DST; Inspired Senior Living of North Haven DST; Inspired Senior Living of Hamilton DST. Master Tenant Sellers: the corresponding MT, LLC entities.
• Schedule 5.7 discloses as the only affiliate arrangements the master leases and the management agreements with Senior Housing Management Group, LLC (Hamilton effective June 15, 2022; Naperville effective 2022; North Haven entries not fully legible). Per Schedule 8.6(a), community-level staff are employed by Leisure Care, LLC (North Haven and Hamilton) and Blue Ridge Senior Housing, LLC (Naperville).

Communities and Allocations

• Arbor Terrace Naperville — 2920 Leverenz Road, Naperville, IL 60564 — $47,580,000, of which $30,930,000 is attributable to the Owned Real Property
• The Landing of North Haven — 201 Clintonville Road, North Haven, CT 06473 — $62,300,000, of which $40,495,000 is attributable to the Owned Real Property
• Azalea at Hamilton — 2560 Kuser Road, Hamilton Township, NJ 08691 — $87,270,000, of which $72,240,000 is attributable to the Owned Real Property
• Total: $197,150,000

Purchase Price, Deposit and Bid Protections

• Purchase Price: the sum of Allocations for the Communities transferred, minus the PTO Obligations for the applicable Acquired Assets, plus assumption of the Assumed Liabilities including Cure Costs. PTO Obligations is defined broadly to reach salaries, wages, severance and other compensation, including accrued vacation days, sick leave and related medical, pension, welfare and other employee benefits.
• OP Unit Election: the Sellers may elect, on not less than 20 Business Days' written notice prior to the applicable Closing Date, to receive a portion of the cash payment in Class A Units of Welltower OP LLC. Any election must cover not less than 50% of the applicable payment. Failure to agree definitive documentation is not a closing condition; absent executed documents by the Closing Date the election is deemed rescinded and the full amount is payable in cash. Following an election, the Buyer uses commercially reasonable efforts to provide information the Sellers reasonably request to determine the U.S. federal income tax consequences to their investors.
• Deposit: 5% of the Allocation attributable to each Community as of the Execution Date, funded within three Business Days of the Execution Date. The Escrow Agreement is not among the documents attached to the filing.
• Full Break-Up Fee: $5,914,500, equal to 3% of aggregate Allocations (characterized in the designation notice as 3% of the aggregate Purchase Price), payable on terminations under Sections 11.1(b)(iii), 11.1(c) or 11.1(d)(ii). Pro Rata Break-Up Fee: 3% of the Allocation for a Seller Removed Community not designated (or not reincluded) as a Back-Up Bidder Community, or a Buyer Removed Community, payable within five Business Days after that Community is sold to another Person and reducing the Full Break-Up Fee dollar for dollar.
• Maximum Expense Reimbursement Amount: $679,800, plus a pro rata portion on removal of an individual Community.
• Fraud carve-out: nothing limits, waives or caps the Buyer's rights or remedies in respect of Fraud by any Seller, including recovery of actual damages, or its right to enforce and recover the Bid Protections. Specific performance under Section 13.14 is preserved as an exception to the exclusive remedy, unavailable only where the Sellers exercise the fiduciary termination right under Section 11.1(d)(ii).
• North Haven liquidated damages: solely as to that Community, forfeiture of the pro rata Deposit on a Buyer default is agreed to be a reasonable, specifically negotiated estimate of the Sellers' damages and not a penalty, with the Buyer waiving any refund claim; if a court determines the Sellers may not retain it, their damages are capped at that pro rata share.

Deal-Specific Terms

• Buyer removal triggers (notice no later than five Business Days prior to the applicable Closing Date) extend beyond a Community-Level MAE to: failure to agree the final form of a Bridging Agreement within 45 days after entry of the Sale Order; failure to execute and deliver the Operations Transfer Agreement within 45 days after entry of the Sale Order; casualty or condemnation where estimated repair or restoration cost exceeds 15% of the Allocation or the taking would materially impair access, use or operations; a final, non-appealable denial of Licensure Approval after diligent pursuit including exhaustion of appeals; and an uncured Title Objection that would reasonably be expected to materially impair the ownership, use or value of the Community's Owned Real Property.
• Operations Transfer Agreements: from entry of the Sale Order, the Sellers use commercially reasonable efforts to assist the Buyer in obtaining, within 45 days, an OTA for each Community (other than Naperville unless the Buyer requests assistance in writing) between the current third-party manager and the Buyer's designated post-Closing manager, including by exercising Seller rights under the current management agreements. Where the Buyer replaces the manager, the incoming manager makes employment offers not later than ten Business Days before the applicable Closing Date. The Sellers will not employ any Employees directly during the term and will use commercially reasonable efforts to cause all Employees to be employed by third-party managers.
• Medicaid (Hamilton): to the extent permitted by Healthcare Laws, the Sellers assign and the Buyer or its designee may assume rights in any New Jersey Medicaid provider agreements effective as of the Transition Date, with the Buyer assuming obligations arising on or after the applicable Closing Date but not liabilities for earlier periods including refunds, repayments or civil monetary penalties.
• Expanded healthcare representations: each Healthcare Permit is in full force and effect with no pending or threatened revocation, suspension, limitation or non-renewal proceeding; no uncured written notice of material deficiency; all surveys within the prior two years and any material deficiencies made available in the Data Room; and, for Hamilton, participation in New Jersey Medicaid with a valid provider agreement, no exclusion or debarment, no material outstanding overpayment, refund obligation or recoupment claim, and no current, pending or outstanding reimbursement audits or appeals except as disclosed.
• Regulatory timing: Healthcare Permit applications within 20 Business Days following entry of the Sale Order (Schedule 7.11(a): written notification to the Connecticut Department of Public Health; a filing with the New Jersey Department of Health Certificate of Need and Licensing Program; and an Illinois new probationary license application at least 30 days prior to the change-of-ownership date); change-of-ownership filings within 30 calendar days. Buyer reimburses 50% of Seller Cooperation Costs. From the Execution Date through the Transition Date, the Sellers maintain all Healthcare Permits in good standing, provide access for regulatory surveys, promptly notify the Buyer of material governmental communications and cooperate in responses — obligations that survive Closing through the Transition Date. Sellers also terminate the existing management agreements at or prior to Closing and facilitate the transition to the Buyer's manager.
• Title and property conditions: Sellers delivered existing draft ALTA/NSPS surveys per Schedule 7.2 (North Haven — First Order Connecticut, LLC, May 21, 2026; Hamilton — First Order, LLC, May 18, 2026; Naperville — Blew & Associates, May 12, 2026). Title Objections must be raised within ten Business Days after receipt of the applicable commitment, survey or update; Sellers have the right but not the obligation to cure. Buyer is deemed to have objected to Required Removal Items. Closing conditions include Phase I environmental reliance letters or re-certifications (with updated reports required if Closing has not occurred within 180 days of the report date); for Hamilton, filing of the Notice of Settlement under NJSA 46:26A-11 no more than 60 days and no fewer than ten Business Days prior to Closing, evidence that the Administrative Agent and Municipality were notified of the bankruptcy petition, and the Administrative Agent's written approval in connection with the Affordable Housing Deed Restriction. Where environmental or Hamilton deliverables cannot be obtained after commercially reasonable efforts, the Buyer may waive and proceed or exclude the Community — except that it may not exclude Hamilton if it failed to provide information requested by the Administrative Agent. Estoppel certificates for the Naperville Owned Real Property (Easement Agreement and Operating Covenants, Cantore Commons Owners' Association declaration, Sign Easement Agreement), dated no earlier than 30 days prior to Closing, are requested but are not a closing condition, and an adverse or non-conforming estoppel is not a Seller default unless it results in a Community-Level MAE.
• Risk of loss: subject to the Buyer's removal right, if any Acquired Assets are condemned, materially damaged or destroyed prior to Closing, the Closing proceeds without abatement, all insurance proceeds and condemnation awards are deemed absolutely and irrevocably assigned to the Buyer (less amounts reasonably expended by Sellers on consented partial restoration), the Buyer conducts settlement proceedings, and the Buyer receives a credit for any unpaid deductible.
• North Haven specifics: security deposits and prepaid rents under Resident Agreements transfer with accrued interest under Chapter 831 of the Connecticut General Statutes; a completed Form OP-236 Schedule B for the Connecticut Real Estate Conveyance Tax Return appears among both Buyer and Seller closing deliverables; and the "as is" acknowledgment extends expressly to potential environmental conditions, known or unknown, at that Community.
• Assumed Contracts: Annex 2.5(a) lists principally the Resident Agreements at each Community plus community-level vendor, service, referral, therapy and equipment contracts, with Cure Cost estimates of $0.00 for substantially all listed contracts; the only non-zero estimates are approximately $11,011.16 (David's Lawn & Landscape Design grounds maintenance, Hamilton) and $267.93 (Ecolab Inc. dish machine rental, North Haven). Schedule additions and deletions are due not later than two Business Days prior to the Sale Hearing, and the Determination Date is two Business Days prior to the applicable Closing Date. Seller obligations under Sections 2.5(c), 7.9 and 8.5 automatically terminate 90 days following the applicable Closing (Initial Closing for Section 8.5).
• Sufficiency representation: to the Sellers' Knowledge, the Acquired Assets together with rights made available under the other Transaction Documents are in all material respects sufficient to operate the Communities substantially as conducted as of the date of the Agreement.
• Deemed delivery: data room materials accessible at least two Business Days prior to the Closing Date. The Buyer agrees not to record the Agreement.
• Closing: Initial Closing no later than three Business Days following satisfaction or waiver of the Article 9 and Article 10 conditions, effective 12:01 a.m. New York time. Subsequent Closings within 30 days following delivery of a Reinclusion Notice, with a 60-day Subsequent Closing Deadline for Deposit-forfeiture purposes. Reinstatement requires consummation by the later of ten days after becoming the Successful Bidder and 60 days after the Sale Hearing, subject to the Buyer's right to elect not to serve as Back-Up Bidder after the Back-Up Termination Date.
• Schedules: Schedules 7.3, 7.9, 9.8, 9.10 and 2.1(a)(x) are each "None" for all three Communities — so the Schedule 9.8 and 9.10 closing conditions are, as scheduled, empty. Schedule 5.1 discloses that the Hamilton and Naperville DSTs are not qualified to transact business as foreign entities in any jurisdiction. Schedule 5.5 identifies potentially non-transferable Permits at each Community. Schedule 5.6 notes third-party-owned pharmacy, physical therapy and salon equipment on the premises. Schedule 1.1(b) lists extensive recorded title matters by Community, including the Algonquin Gas Transmission easements and a 2017 special permit at North Haven; municipal easements, a Sinclair Pipe Line right of way, conservation and detention-basin easements, an assigned developer agreement and the Deed-Restricted Affordable Housing Property restrictions recorded July 21, 2022 at Hamilton; and the Cantore Place declarations and plats, City of Naperville ordinances and recapture agreements, and the 2017 Easement Agreement and Operating Covenants, Sign Easement Agreement and Assessment Allocation Agreement at Naperville.
• Filed-copy limitations: the attached exhibits are unexecuted forms bearing blank dates and, in places, blank Buyer signature blocks; the Section 3.2(a) Escrow Agreement is not among them; counterparty names on Annex 2.5(a) and employee identifying information on Schedule 8.6(a) are redacted. The Section 11.1(b)(i) Outside Date provision, and the Outside Date itself, do not appear in the filed copy — the term is defined solely by cross-reference and drives the Section 11.1(c)(i) and (d)(i) cure periods, the Sections 9.3 and 10.4 no-Order conditions, and the Section 7.4(g) antitrust covenant. The text of Sections 10.6 and 10.7 is likewise not fully legible.

Key Dates

• APA Execution Date: July 16, 2026
• Stalking Horse Bidder selected: July 23, 2026 [Docket No. 1194]
• Stalking Horse Bid Protections Objection Deadline: July 30, 2026
• Fully compiled APA filed: Aug. 10, 2026
• Deposit funding: within three Business Days of the Execution Date
• Title Objection notice: within ten Business Days after receipt of the applicable commitment, survey or update
• Schedule 2.5(a) additions/deletions: not later than two Business Days prior to the Sale Hearing; Determination Date two Business Days prior to Closing
• Healthcare Permit applications: within 20 Business Days after entry of the Sale Order; change-of-ownership filings within 30 calendar days
• Bridging Agreement form and Operations Transfer Agreement deadlines: 45 days after entry of the Sale Order
• Back-Up Termination Date: earliest of Dec. 31, 2026, the first Business Day after another Successful Bidder closes on the entirety of the Acquired Assets, or written release
• Outside Date: defined by cross-reference to Section 11.1(b)(i); not present in the filed copy

10. PHosh LLC — Salterra at Carson Valley

Parties

• Buyer: PHosh LLC, a Wyoming limited liability company, c/o Phorcys Capital Partners, together with any Buyer Designee. Relation to the Debtors: None. Buyer's counsel under the APA notice provision: Hunter, Maclean, Exley & Dunn, P.C. (the form Title Company Agreement instead lists Holland & Knight LLP).
• Sellers: Inspired Senior Living of Carson Valley DST and Inspired Senior Living of Carson Valley MT, LLC.
• Schedule 5.6 identifies the master lease and a management agreement effective Nov. 17, 2021 between the Master Tenant Seller and Senior Housing Management Group, LLC as the only affiliate contracts.

Assets and Purchase Price

• Owned Real Property: fee-owned Parcel 3B-1C as set forth on Parcel Map No. 1009, Douglas County, Nevada, together with a non-exclusive ingress and egress easement.
• Purchase Price: a Closing Cash Payment of $8,415,000, less any Employee PTO credited under Section 8.6(b), plus assumption of the Assumed Liabilities. Allocated in full to Carson Valley.
• Acquired Operating Assets expressly include all Resident Agreements in effect at Closing (including those entered into on or after the Petition Date) and all intangible assets, goodwill, trade names, service marks and intellectual property; Schedule 2.1(b)(viii) adds all security deposits and prepaid rents held under the Resident Agreements.

Deposit and Bid Protections

• Deposit: $420,750 (5.0% of the Purchase Price), funded within three business days of execution.
• Break-Up Fee: $252,450 (3.0%). Maximum Expense Reimbursement Amount: $29,000.

Deal-Specific Terms

• Material Adverse Effect: defined as any development materially adversely affecting (a) the Sellers' ability to consummate or perform their material obligations or (b) the Business taken as a whole, subject to customary carve-outs. Notwithstanding those exclusions, an MAE is deemed to have occurred on (a) a drop in resident occupancy of 15% or more compared to the Execution Date, (b) a drop in monthly gross revenue of 15% or more compared to the Execution Date, or (c) any suspension, revocation or material negative conditioning of a material Healthcare Permit. An MAE continuing at least five business days prior to Closing gives the Buyer a termination right.
• Vehicle Lease Assignment: a closing deliverable executed by Volante Senior Living LLC or Inspired Healthcare Capital Holdings, LLC, covering the Master Open-End (Equity) Lease Agreement dated March 12, 2024 between Enterprise FM Trust and Volante Senior Living LLC for a Ford Transit-350 passenger van.
• Title: Schedule 1.1 incorporates Ticor Title of Nevada commitment No. TTR2503581-TO-TP, Amendment 2, for parcel 1220-20-001-068, with exceptions for fiscal 2026–2027 and supplemental property taxes, Gardnerville Ranchos General Improvement District assessments, unpaid waste management charges, water rights, mineral reservations under a 1981 instrument, easements shown on Parcel Map No. 3 (1993) and Parcel Map No. 1009 (1995), a 1996 annexation agreement, and rights of parties in possession under unrecorded leases. Two ALTA/NSPS surveys (Terramark, Sept. 30, 2021; Millman Surveying d/b/a CBRE Land Surveying, May 20, 2026) disclose encroachments taken subject to as Permitted Liens: a monument sign extending roughly 5.4 to 5.5 feet into the right-of-way; a driveway extending roughly 14.5 to 14.6 feet over the east property line and outside the easement area onto the adjoining parcel; fence encroachments of 0.2 to 0.8 feet on the east, south and west lines; a wall encroaching up to 1.0 foot on the west line; and a shed lying within the public utility easements.
• Regulatory: Healthcare Permit filings within five business days of the Execution Date; Schedule 7.11(a) contemplates a new license application with the Nevada Division of Public and Behavioral Health. Per Schedule 5.8, the Healthcare Permit for the Community is issued in the facility name only and does not identify any legal entity as permit holder. Schedule 5.4 flags the Nevada Health Authority Food Establishment Permit and Residential Facility for Groups License as potentially non-transferable. The Sellers have no obligation to make representations to any Governmental Authority regarding the Buyer's qualifications, financial condition or suitability as an operator. Cooperation costs are reimbursed within 10 business days under Section 7.11 and within 15 business days under Section 7.9, with Seller obligations conditioned on that reimbursement.
• Bridging Agreements: the interim management agreement runs to the earliest of the Final Commencement Date, 180 days from its date, or earlier termination; the interim lease runs from the Commencement Date until the later of transfer of the Required License to the Lessee and issuance of the new Required License to the Buyer's designated operator, and automatically terminates on the earlier of 180 days following the Commencement Date and receipt of the Required Licenses. Either Party may exercise an Extension Option beyond the Dec. 31, 2026 outside date for up to three additional one-month periods on seven days' prior written notice, provided the Buyer is diligently pursuing the Required Licenses; the Manager has no unilateral right to extend.
• Assumed Contracts: Disputed Contracts are those not resolved to the Buyer's satisfaction, in its sole discretion, at least five business days prior to the Determination Date, and may be removed up to and until the Closing Date; the Sellers' Disputed Contract list is due five business days prior to the Determination Date.
• Closing: the latest of three business days following satisfaction or waiver of conditions, 30 days following entry of the Sale Order, or as mutually agreed; effective 12:01 a.m. New York time. Schedule 9.8 comprises all Resident Agreements entered into on or after the Petition Date and in effect at Closing; Schedule 9.10 lists no required consents; Schedule 7.9 lists only entry of the Sale Order; Schedule 7.3 lists none.
• Deemed delivery: data room materials accessible at least one business day prior to the Closing Date.
• Reinstatement: if the Buyer is Back-Up Bidder and a Successful Bidder fails to close, the Buyer must consummate by the later of ten days after becoming the Successful Bidder and 60 days after the Sale Hearing.
• Open item: Section 11.1(b)(i) reads as "the later of [period] and Dec. 31, 2026"; the specified period is not legible in the filed copy and should be confirmed against the original PDF. The three one-month Extension Periods belong to the Bridging Agreement term sheets, not the APA Outside Date.

Key Dates

• APA Execution Date and Stalking Horse Designation: July 21, 2026 [Docket No. 1178]
• Bid Protections Objection Deadline: July 28, 2026
• Executed APA and schedules filed: Aug. 10, 2026 [Docket No. 1317]
• Deposit funding: within three business days of execution
• Healthcare Permit applications: within five business days of the Execution Date; HSR within ten business days
• Disputed Contract list: no later than five business days prior to the Determination Date; Determination Date three business days prior to Closing
• Employee schedule update: no later than ten business days prior to Closing
• Allocation Statement: within 60 days after Closing; 30-day Buyer objection period
• Outside Date: the later of a stated period following a specified event and Dec. 31, 2026 (period not legible in the filed copy)

11. National Healthcare Properties Operating Partnership, L.P. — The Residence at Cedar Dell, Candle Light Cove, The Blake at New Braunfels, Mariella of Sage Spring and Mariella of Teravista

Parties

• Purchaser: National Healthcare Properties Operating Partnership, L.P. ("NHP"), a Delaware limited partnership, or one of its affiliates or designees, together with any Buyer Designee. Buyer Parent is National Healthcare Properties, Inc., whose common shares trade on the Nasdaq Global Market. The APA signature block for the Buyer was executed by Jie Chai, General Counsel; the Buyer's notice contact is Michael Anderson, Chief Executive Officer and President of National Healthcare Properties, Inc. Buyer's counsel: ArentFox Schiff LLP (Andrew Silfen and Jill Steinberg). Relation to the Debtors: None. (Article 1 describes Buyer Parent as a Maryland real estate investment trust; the signature blocks describe it as a Maryland corporation. The APA definition controls.)
• Sellers execute as: Inspired Senior Living of Dartmouth MT, LLC and DST; IHC – Candle Light Cove MT, LLC and DST; Inspired Senior Living of New Braunfels MT, LLC and DST; Inspired Senior Living of San Marcos MT, LLC and DST; and Inspired Senior Living of Round Rock MT, LLC and DST. This agreement designates the operating entities "Operators" rather than Master Tenant Sellers. Trinity River Advisors, LLC serves as Independent Manager of the signatory trustee of each DST Seller and executes the APA on each DST Seller's behalf.
• Knowledge of Sellers is limited to the actual knowledge of M. Benjamin Jones, Elliot Neumann or Carrie Tod — stated disjunctively, and rendering the third name "Tod" rather than "Todd" as in the other agreements.
• Existing Managers by Community (Schedule 1): LCB Senior Living, LLC, a Delaware limited liability company (Cedar Dell); IntegraCare Easton, LLC, a Maryland limited liability company (Candle Light Cove); Blake Management Group LLC, a Mississippi limited liability company (New Braunfels); and Leisure Care, LLC, a Washington limited liability company (Sage Spring and Teravista).
• Title Company departure: Stewart Title Guaranty Company, rather than Chicago Title.

Communities, Allocated Purchase Prices and Estimated Cash Payments

• The Residence at Cedar Dell — 628 Old Westport Rd, Dartmouth, MA 02747 (assisted living residence; Inspired Senior Living of Dartmouth DST / MT) — $31,750,000 / Estimated Cash Payment $10,660,000
• Candle Light Cove — 106 W. Earle Ave., Easton, MD 21601 (assisted living program; IHC – Candle Light Cove DST / MT) — $20,250,000 / $20,250,000
• The Blake at New Braunfels — 220 Creekside Crossing, New Braunfels, TX 78130 (assisted living facility; Inspired Senior Living of New Braunfels DST / MT) — $51,500,000 / $9,235,000
• Mariella of Sage Spring — 302 Cash Ave., San Marcos, TX 78666 (Inspired Senior Living of San Marcos DST / MT; the Schedule 1 community-type cell is garbled in the filed copy) — $25,000,000 / $9,855,000
• Mariella of Teravista — 4155 Teravista Club Dr, Round Rock, TX 78665 (assisted living facility; Inspired Senior Living of Round Rock DST / MT) — $15,000,000 / $15,000,000
• Total: $143,500,000. Total Estimated Cash Payments: $65,000,000, which Schedule 1 identifies as the Aggregate Cash Threshold, leaving $78,500,000 payable in OP Units or REIT Shares. Both the Purchase Price and the Aggregate Cash Threshold reduce automatically on removal of any Community.

Equity Consideration

• For each Community, cash equal to the Estimated Cash Payment (the Community Minimum Amount) is payable at Closing to the Sellers or, at the Sellers' election, the applicable Aggregator; any remaining Allocated Purchase Price (the Community OP Amount) is payable to the applicable Aggregator in OP Units — limited partnership units of NHP (the Partnership) having the rights, preferences and privileges set forth in the Amended and Restated Agreement of Limited Partnership dated April 30, 2026.
• Sellers deliver an Updated Schedule 1 reflecting the Estimated Cash Payment for each Community, measured as of 12:01 a.m. on the applicable Closing Date, no later than five business days prior to that Closing Date. If the updated amount exceeds the Execution Date amount (the Cash Needs Delta), the Sellers may elect in their sole discretion to receive REIT Shares — common shares of Buyer Parent — in that amount, issued to the applicable Aggregator or, at the Sellers' election, a Seller, reducing the Community OP Amount dollar for dollar. If the updated amount is lower, the Community Minimum Amount is deemed to equal it. Nothing requires the Buyer to pay cash above the Aggregate Cash Threshold.
• Share and unit counts equal the applicable Community REIT Amount or Community OP Amount divided by the Per Interest Value, rounded down, with cash in lieu of fractions. Per Interest Value is the 20-trading-day volume-weighted average closing price of Buyer Parent common shares on Nasdaq ending the trading day immediately preceding the applicable Closing Date, or another mutually agreed methodology. The calculation assumes an Exchange Factor of 1.0; if it is not 1.0, or if Buyer Parent declares a share dividend, split, subdivision, combination, reclassification or recapitalization during or after the measurement period and on or before the Closing Date, Per Interest Value and counts are equitably adjusted so aggregate value does not exceed the applicable Consideration Value, with any difference satisfied in cash. Consideration Value for any Community may not exceed its Allocated Purchase Price.
• Conditions to issuance: each Aggregator is a Delaware limited liability company formed by the Sellers prior to the applicable Closing. Issuance is conditioned on each Aggregator, on or prior to the applicable Closing Date, executing an Issuance Agreement and a joinder to the Partnership Agreement, completing investor questionnaires and delivering IRS Form W-9 or W-8, representing that it is an accredited investor under Rule 501(a) acquiring for investment and not with a view to distribution, representing as to post-issuance ownership and compliance with Buyer Parent's charter ownership limits and REIT qualification, representing that it is not an ERISA or Section 4975 plan or a plan-assets entity, and being admitted as a limited partner subject to Buyer Parent's consent as general partner.
• Buyer fallbacks: if those conditions are not satisfied or Buyer Parent does not consent to admission, the Buyer may in its sole discretion satisfy the applicable portion in cash (or in the other instrument where only one set of requirements has failed), or cause the allocable portion of the Consideration Value to revert to the applicable Seller's estate for distribution under a plan, with no further obligation. The Buyer and Buyer Parent may likewise limit, reduce or decline any issuance and pay cash where issuance would risk publicly traded partnership treatment under Section 7704, violate an ownership limit or transfer restriction, jeopardize REIT qualification, require registration, or violate law or exchange rules. Where an Aggregator fails to deliver its tax forms or Issuance Agreement, the Buyer will satisfy the applicable portion by issuing REIT Shares. No such election is a breach. The Buyer, Buyer Parent and their withholding agents may deduct and withhold from any amounts payable or issuable, including distributions and redemptions.
• The Sellers must use reasonable best efforts to obtain Court approval of the equity consideration, whether in the Sale Order, through a plan or otherwise; if approval is not obtained for a Community, the Buyer may pay entirely in cash or terminate as to that Community, with the allocable Deposit returned and the termination expressly not a breach.
• The OP Units and REIT Shares are unregistered restricted securities under Rule 144(a)(3), issued in reliance on Section 4(a)(2) and/or Regulation D; section 1145 does not apply; Rule 144 resale requires a holding period of not less than six months from issuance; and no Aggregator may exercise any redemption or exchange right with respect to OP Units before the first anniversary of issuance. Buyer and Buyer Parent have no registration obligations except as set forth in the Partnership Agreement.
• Aggregator Costs: at the Initial Closing, in addition to the Allocated Purchase Prices payable for the Communities transferred, the Buyer makes a one-time cash payment equal to the reasonably projected first-year administration costs of the Aggregators (independent manager, accounting, compliance, legal and formation and setup costs) not to exceed $600,000 (the Management Fee), subject to automatic pro rata reduction on Community removal based on that Community's share of the Execution Date Allocated Purchase Prices. The Management Fee excludes official committee fees and is the sole and exclusive funding obligation of the Buyer, Buyer Parent and their affiliates in respect of the formation, administration, operation, maintenance, wind-up or dissolution of the Aggregators for the first calendar year and all periods thereafter, other than the K-1 and Accounting Compliance Costs allocated under Section 3.3(i). Each Aggregator receiving OP Units separately bears its pro rata share of the Partnership's K-1 and accounting compliance costs, which Buyer Parent may deduct from distributions.
• Alternative Structure: if the Sellers reasonably and in good faith determine that issuance of OP Units would be better implemented through a chapter 11 plan, the Parties will use commercially reasonable efforts to structure the transaction as a Plan Transaction and reasonably extend the Outside Date, each bearing its own costs.

Deposit and Bid Protections

• Deposit: the Escrow Amount, deposited concurrently with execution with Ankura Trust Company, LLC in an interest-bearing account under a mutually agreeable Escrow Agreement, with interest either credited toward the Purchase Price or returned with the Deposit. The Buyer bears all Escrow Agent fees, costs and expenses. The Deposit is not subject to any creditor's lien, attachment or judicial process except as required by the Escrow Agreement and is not property of any Seller's estate under section 541. The Escrow Amount definition is illegible in the filed copy (see Open Items below); the 5% figure applied elsewhere in these cases is not confirmed here.
• Full Break-Up Fee: 3% of aggregate Allocated Purchase Prices as of the Execution Date, approximately $4,305,000, payable on terminations under Sections 11.1(b)(iii), 11.1(b)(iv), 11.1(c), 11.1(d)(i) or 11.1(d)(iii), in addition to the Expense Reimbursement. Note that the Expense Reimbursement is not available on a termination under Section 11.1(d), so the two protections overlap only on the Section 11.1(b) and 11.1(c) triggers. Both are payable within five business days of the closing of any applicable Alternative Transaction and, if not so paid, directly from the proceeds of that transaction as a cost of closing.
• Pro Rata Break-Up Fee: 3% of the Allocated Purchase Price for any Community that becomes a Removed Community and is not designated a Back-Up Bidder Community (or is so designated but not reincluded), or that becomes a MAE Removed Community, payable within five business days following the closing of the sale of that Community to another Person and reducing the Full Break-Up Fee.
• Maximum Expense Reimbursement Amount: $494,800, allocated Cedar Dell $109,500; Candle Light Cove $69,800; New Braunfels $177,600; Sage Spring $86,200; Teravista $51,700.
• Deposit forfeiture as exclusive remedy: on a Buyer breach or default, retention of the Deposit is the Sellers' sole and exclusive remedy; the Sellers expressly waive specific performance, injunctive relief and any other equitable remedy and may not recover monetary damages in excess of the Deposit. If a court determines the Sellers may not retain it, they may seek all damages and remedies at law or in equity, including reasonable attorneys' fees.
• Buyer-side cap: where the Sellers exercise the fiduciary termination right under Section 11.1(d)(iii), the Buyer's recovery is capped at the Full Break-Up Fee, Pro Rata Break-Up Fee and Expense Reimbursement, which constitute liquidated damages rather than a penalty. The bad-faith covenant in this agreement is narrow: it bars the Sellers from exercising the Section 7.11(c) right to terminate as to a Transferred Community over unresolved Bridging Agreement terms in bad faith with the primary purpose of circumventing the bid protections — it is not a general anti-circumvention covenant.
• Fiduciary-out backstop: if the Sellers take fiduciary-out action following the Buyer's designation as Successful Bidder — including after the close of any Auction — and that action results in the closing of an Alternative Transaction, the Buyer is entitled to return of the Deposit and payment of the Bid Protections.
• Drafting note: the Section 12.3(a) payment-timing clause lists Section 11.1(d)(ii) among the terminations paid at the closing of an Alternative Transaction, but Section 11.1(d)(ii) is not among the triggers giving rise to the fee in the first place.

Deal-Specific Terms

• Buyer designation of Excluded Assets: not later than three business days prior to the applicable Determination Date, the Buyer may designate any Operating Asset as an Excluded Asset by written notice; any Operating Asset not so designated is an Acquired Asset. Liabilities arising post-closing but relating to pre-closing acts, ownership, use or operation are Excluded Liabilities.
• Community removal: the Sellers may remove at any time prior to the conclusion of the Sale Hearing (or as otherwise ordered), with a Community Removal Notice no later than two business days prior to the Initial Closing Date; removal reduces both the Purchase Price and the Aggregate Cash Threshold by the corresponding Allocated Purchase Price and Estimated Cash Payment, with no reallocation to any other Community. The Buyer may remove on a continuing Community-Level MAE by notice no later than the applicable Closing Date, using reasonable best efforts to deliver at least two business days prior.
• Back-Up Bidder: portfolio-level bid open until the earliest of the first business day after closing with another Successful Bidder, written release, and the Outside Date. The Buyer is required to serve only through the Outside Date unless otherwise agreed. Reinclusion Notices specify a Subsequent Closing within 60 days of delivery. Section 4.1(b)(ii)(3) provides for payment of the Allocated Purchase Price at a Subsequent Closing by wire transfer, which sits somewhat uneasily alongside the Section 3.3 equity-consideration mechanics applying at each Closing.
• Title Company Agreement: the Parties and the Title Company must execute and deliver a mutually agreeable Title Company Agreement no later than five business days prior to the Auction. Failure by the Buyer and the Title Company to do so by that date is a deemed Buyer default permitting immediate Seller termination and retention of the Deposit as liquidated damages. All closing deliveries and funds, including any title policy, are delivered into escrow with the Title Company under that agreement.
• Buyer closing conditions include Sellers' representations subject to an MAE qualifier and covenant performance subject to a Community-Level MAE qualifier, each with an officer's certificate; no Order restraining, preventing or delaying beyond the Outside Date or imposing material modifications; HSR clearance to the extent required or deemed advisable by the Buyer; delivery of the Sellers' closing deliverables in all material respects; execution of definitive Bridging Agreements conforming in all material respects to Schedule 7.11(b) unless all Buyer Healthcare Permits are received; the Sale Order as a Final Order; Court approval of assumption and assignment of each designated Assumed Contract except as would not have a material adverse effect on the Business; the Title Company's irrevocable commitment to issue an ALTA owner's policy per parcel in an amount equal to the Allocated Purchase Price with a survey sufficient to remove the general survey exception where available; either the absence of a Community-Level MAE or the Buyer's election not to remove the Community; receipt of the Schedule 9.11 consents; and, solely as to Cedar Dell, approval of the sale by the Massachusetts Housing Finance Agency in form and substance reasonably satisfactory to the Buyer.
• Seller closing conditions (Article 10, six in total): accuracy of the Buyer's representations and warranties in all material respects (materiality- and MAE-qualified representations in all respects), subject to a materiality backstop measured by any material adverse effect on the Buyer's ability to consummate, with a Buyer officer's certificate (10.1); entry of the Sale Order (10.2); the Buyer's performance of its covenants and agreements (10.3); no Order preventing, delaying or imposing material modifications on the transactions (10.4); expiration or termination of applicable governmental waiting periods (10.5); and delivery of the Buyer's closing deliverables under Section 4.2 (10.6). Sections 10.1 and 10.3 are the conditions Section 11.1(d)(i) — a Full Break-Up Fee and Deposit-forfeiture trigger — keys off.
• Buyer closing deliveries, in escrow with the Title Company pursuant to the Title Company Agreement: the Closing Cash Payment or Subsequent Closing Cash Payment by wire; the Assumption Agreement, Bill of Sale, Bridging Agreements and other Transaction Documents; for each Owned Real Property, a mutually acceptable joint closing statement setting forth prorations and adjustments to the Allocated Purchase Price (the Closing Statement); Buyer Designee joinders; the Section 10.1 and 10.3 certificates; and a FIRPTA Notice of Settlement Agent Responsibility in a form reasonably acceptable to the Title Company.
• Seller closing deliveries include the Deeds (special warranty or such other form customary in the jurisdiction, in recordable form), the Assumption Agreement, Bill of Sale, Bridging Agreements and each other Transaction Document to which a Seller is party; the Sale Order (and any supplemental order); the Section 9.1 and 9.2 certificates; IRS Forms W-9 for each Seller unless previously delivered; the applicable Closing Statement executed by the DST Seller; customary affidavits, certificates and other documents reasonably required by the Title Company that do not impose material post-Closing liability on the Sellers, including owner's affidavits with gap indemnity; notices to residents advising of the change of ownership; evidence of termination of trade name, fictitious name, "doing business as" and assumed name filings used exclusively at each Community; vehicle title transfer documents; and terminations of the property management agreements executed by the applicable Operator and Existing Manager. The Sellers use commercially reasonable efforts to secure sub-management terminations from IntegraCare Easton, LLC and Blake Management Group LLC; failure does not obviate the Buyer's obligation to close if all other Article 9 conditions are met.
• Regulatory: HSR notifications within ten business days of the Execution Date; HC Change of Control Approval submissions — including state change of ownership or operator applications and CMS enrollment applications or Medicare/Medicaid provider agreement novation requests, or, where such approvals are not permitted, the Healthcare Permits otherwise required to operate each Transferred Community — within five business days of the Execution Date, with confirmation within three business days; change of ownership/operator filings within ten business days following entry of the Sale Order, with Seller cooperation costs reimbursed within ten business days of invoice. CHOW timing by state: Maryland notice and application at least 75 days prior; Massachusetts notice and application at least 30 days prior, plus a signed and notarized completion statement within five days after the CHOW with the former owner returning its license; Texas application at least 30 days prior.
• Healthcare representations: to the Sellers' Knowledge, each Community operates under Permits held in the name of the licensed operator identified in the data room, each in good standing, with no notice of any action, proceeding or investigation to revoke or suspend. Except as disclosed, no Community participates in any third-party payor program; the disclosed payors are Commonwealth Care Alliance (Medicaid), Mass Health (MA Medicaid) and Senior Whole Health, LLC (Medicaid). To the Sellers' Knowledge, each Community is in all material respects in compliance with all Legal Requirements applicable to the Sellers' operation of that Community. Section 5.8 is the sole and exclusive representation on healthcare regulatory matters.
• Bridging Agreements: comprise the Interim Sublease (Buyer or Buyer Designee as sublandlord; the applicable Operator as subtenant) and the Interim Management Agreement (between an Operator and the New Manager), negotiated in good faith on the Schedule 7.11(b) terms. The IMA term runs to the earliest of the Final Commencement Date — within three business days after all licenses and approvals necessary to operate the Facility have been obtained by or issued to the incoming operator — 180 days from the date of the IMA, or earlier termination. The Sublease runs 180 days from the Commencement Date (defined in the term sheet as the "Outside Date," a term distinct from the APA's Outside Date), terminating automatically on the earliest of that date as extended by the Extension Option (exercisable on three business days' notice), receipt of the Required Licenses by Buyer Sublessor, or loss of the Seller License Holder Sublessee's Required Licenses with no ability to appeal. Sublease rent equals total Facility revenue less operating expenses described in the IMA, payable monthly in arrears, with the Manager paying rent on the Sublessee's behalf. The Sublessee retains authority and responsibility for operating the Facility and maintaining licensure; Buyer Sublessor is expressly prohibited from exercising control, authority or discretion over Facility operations and will take no action requiring it to be a co-licensee. Buyer Sublessor provides any security required by licensing authorities and indemnifies the Sublessee and its principals for third-party claims arising from Facility operations, leases, contracts and resident agreements, the IMA and pre-Commencement Date performance, except for the Sublessee's fraud, willful misconduct or negligence, with recovery reduced by insurance proceeds actually collected. The Manager's and Buyer Sublessor's IMA indemnity for fraud, misrepresentation, criminal activity, willful misconduct, gross negligence, IMA breach and regulatory action is uncapped, non-offsetable, not reducible by insurance and survives indefinitely as to Term-period events; the Sublessee's billing audit right survives three years. The Manager's Management Fee equals the greater of a percentage of Gross Revenues or a monthly dollar amount — both left blank in the executed term sheet. The Seller License Holder Sublessee retains its Medicaid provider number solely for billing and collection until the Manager obtains its own. The term sheets are expressions of intent only and are not binding. If the Parties cannot agree terms for a Community within the later of ten days following conclusion of the Auction and satisfaction or waiver of the Article 9 and 10 conditions (other than Section 9.6 and conditions to be satisfied at Closing), the Sellers may, on at least five business days' notice (the Termination Notice Period), terminate as to that Community and retain the allocable Deposit as liquidated damages; the Buyer may object within the Termination Notice Period, in which case no termination or forfeiture is effective until the Court so orders.
• Termination: the Buyer and Seller breach triggers reach a material breach of, or material failure to perform, any agreement, covenant, representation or warranty contained in the APA or in the Sale Order, that would prevent satisfaction of the Section 9.1/9.2 or 10.1/10.3 conditions by the then-applicable Outside Date and is not cured within 30 days of notice. The Buyer may also terminate if any Seller consummates an Alternative Transaction or seeks dismissal, conversion, appointment of a trustee, or appointment of a responsible officer or examiner with enlarged powers (other than a fee examiner) under section 1104. No notice of termination or Outside Date extension is effective until two business days after delivery.
• Employee matters: each Operator delivers an Employee Census no later than 20 business days prior to the applicable Closing Date, updated no later than five business days prior, setting out job title, hire date, work location, employment status and base compensation without names. The Operators will not, and will use commercially reasonable efforts to cause the Existing Managers not to, terminate, reassign or otherwise alter the employment status of any Employee prior to Closing without the Buyer's prior written consent, other than Ordinary Course terminations. On or immediately prior to Closing each Operator causes the Existing Manager to terminate all Employees at the Community. Not later than ten business days prior to the Initial Closing Date, the Buyer or New Manager extends at-will offers to all Employees on the Census. Accrued PTO is honored with a dollar-for-dollar PTO Credit. Prior service with the Sellers, Operators, Existing Managers and their Affiliates is credited for eligibility and vesting only — not benefit accrual or benefit levels, and not under any defined benefit pension, retiree medical or life, equity, severance or nonqualified deferred compensation arrangement, or where duplicative; the Buyer uses commercially reasonable efforts to waive pre-existing condition exclusions, actively-at-work requirements and satisfied waiting periods and to credit plan-year deductible, coinsurance and out-of-pocket amounts already incurred. The employee provisions are for the sole benefit of the Parties, confer no third-party beneficiary rights on any Employee, union or dependent, create no right to continued employment and are not an amendment to any Plan.
• Interim operating covenants and access: Seller access obligations are qualified by commercially reasonable efforts and subject to the Sellers' security and insurance requirements and carve-outs for privileged, legally restricted, personnel and employee medical information and information pertinent to litigation adverse to the Buyer. The Buyer may not contact Employees or non-executive employees, customers or suppliers without the Sellers' prior written approval, not to be unreasonably withheld, and may not conduct environmental sampling or testing without written consent; the Buyer indemnifies the Sellers for claims arising from any entry onto the Owned Real Property on its behalf, surviving Closing and termination. Rent rolls are provided on written request dated no earlier than five business days prior to the applicable Closing Date, and the Sellers reasonably cooperate in obtaining an owner's extended coverage policy and a certified ALTA/NSPS survey. Action taken or omitted in response to natural disasters, epidemics, pandemics, disease outbreaks, public health emergencies, acts of God or force majeure events, or any escalation thereof, is not a breach of the Ordinary Course covenant.
• Representations: the Article 5 set includes a Section 5.4 no-violation representation — no violation of Organizational Documents or material Legal Requirements, no creation of Liens, and the absence of required consents or filings other than Bankruptcy Court approval and matters addressed under Section 2.6 or the Bankruptcy Code — subject to MAE and Community-Level MAE qualifiers.
• Prorations: real property Taxes, utilities, rents and other operating expenses prorate as of 12:01 a.m. on the applicable Closing Date and are final at Closing with no post-Closing adjustment; rents and other tenant payments prorate on an accrual basis, with amounts collected by either Party attributable to the other's period remitted within five business days of receipt.
• Casualty and condemnation (Section 13.17): each Seller bears risk of loss until its Closing. Following a Casualty the Seller delivers a Casualty Notice and the Parties confer on the Casualty Renovation Cost; if they cannot agree within ten business days after the Casualty Notice, an independent licensed engineer or architect designated by mutual agreement (or, failing agreement, a third designee selected by each Party's designee) fixes it, binding, with each Party bearing its own designee's cost. If the Casualty Renovation Cost for any Community exceeds 15% of its Allocated Purchase Price, or the Casualty causes loss of use or operation of more than 15% of its units, the Buyer may terminate as to that Community within ten business days after the cost is determined, and the Closing proceeds for the remaining Communities with a corresponding Purchase Price reduction. Otherwise Closing proceeds, the Seller assigns all insurance proceeds net of collection costs, and the Purchase Price is credited with the deductible and any remaining uninsured Casualty Renovation Cost. A Major Condemnation — a taking eliminating more than 15% of units, permanently and materially eliminating ingress and egress, dropping parking below minimum code requirements so as to create an illegal non-conforming use, or permanently and materially impairing current use or operation — gives the same ten-business-day termination right; any other taking is a Minor Condemnation, which gives none, with Closing proceeding without Purchase Price reduction and all awards assigned or paid over to the Buyer. Sellers may not settle any Casualty insurance claim or accept any partial-taking award without the Buyer's prior written consent, not to be unreasonably withheld, conditioned or delayed. Section 13.17 survives termination solely as to a Casualty or condemnation occurring before termination.
• Post-closing: each Seller uses commercially reasonable efforts to cause the Existing Manager to assist in transition for 90 days following Closing (or longer as reasonably necessary), including access to operational systems and vendor relationships, availability of key on-site personnel, orderly transfer of books, records and financial accounts, enforcement of contractual transition rights, and participation in any Bridging Agreement where the Existing Manager is the licensee. Operators provide access to all Transferred Medical Records, cooperate on business associate agreements and authorizations, and will not destroy, alter or dispose of those records; the Buyer retains Resident Records for the period required by law and in no event less than ten years following the last entry, with at least 60 days' prior written notice to the resident or representative and HIPAA and state law compliance before destruction. The Buyer or its designee may bill identified third-party payors under the applicable Operator's name post-closing, with monies received transferred under the wrong-pockets provisions. The Buyer may require tail insurance covering professional liability, E&O, D&O, cyber and employment practices claims-made policies, at its sole cost. The Paying Agent notice is delivered no later than three business days prior to the applicable Closing Date, identifying the Paying Agent, providing wire instructions for receipt from the Title Company and specifying the portion of the cash payment to be disbursed to it; the Sellers bear its fees.
• Community-level exit rights outside Article 11: Buyer termination as to a Community where the Court does not approve the OP Unit or REIT Share consideration (Section 3.3(e)); Seller termination where the Parties cannot agree Bridging Agreement terms (Section 7.11(c)); Buyer termination following a qualifying Casualty or Major Condemnation (Section 13.17); and immediate Seller termination for untimely execution of the Title Company Agreement.
• Governing law and recording: Texas law except where the mandatory provisions of the Bankruptcy Code apply, with exclusive Bankruptcy Court jurisdiction and, if the cases close or the Court declines jurisdiction, a state or federal court of competent jurisdiction in the same jurisdiction as the Bankruptcy Court; jury trial waived. The Buyer may not record the APA or any notice of it on any land records; on any such recording the Sellers may declare the Buyer in default, the Buyer must immediately record a release, and the Sellers hold an irrevocable power of attorney coupled with an interest to execute and record the release on the Buyer's behalf.
• Open items (filed copy): the Escrow Amount definition reads only as "an amount equal to [illegible] of the sum of the Allocated Purchase Prices attributable ..." in both OCR passes, so the Deposit is not quantifiable from the filed document and no percentage should be inferred; the Mariella of Sage Spring Schedule 1 community-type cell is garbled (Schedule 7.12 shows all three Texas communities holding Assisted Living Facility Type B licenses and Alzheimer's Certificates, but that is the license schedule, not the Schedule 1 type column); Annex 2.6(a) (Assumed Contracts and Cure Costs) is an unreadable scanned table; and the IMA Management Fee percentage and monthly dollar amount are left blank in the executed term sheet.

Key Dates

• APA Execution Date / Stalking Horse Designation Notice: Aug. 4, 2026 [Docket No. 1265]
• HC Change of Control Approval submissions: within five business days of the Execution Date, with confirmation within three business days
• HSR and other antitrust notifications: within ten business days of the Execution Date
• Fully compiled APA filed: Aug. 10, 2026 [Docket No. 1320] (related to Docket Nos. 1265, 1267 and 1270)
• Stalking Horse / Bid Protections Objection Deadline: Aug. 11, 2026
• Title Company Agreement execution: no later than five business days prior to the Auction; Buyer failure is a deemed default permitting immediate termination and Deposit forfeiture
• Change of ownership / operator filings: within ten business days following entry of the Sale Order
• Assumed Contract schedule amendment deadline: three business days prior to the Sale Hearing
• Employee Census: 20 business days prior to Closing, updated five business days prior; employment offers ten business days prior to the Initial Closing Date
• Updated Schedule 1 and Accrued PTO schedule: five business days prior to the applicable Closing Date
• Paying Agent Notice: no later than three business days prior to the applicable Closing Date
• Community Removal Notice: no later than two business days prior to the Initial Closing Date; Buyer Community Removal Notice no later than the applicable Closing Date, with reasonable best efforts to deliver at least two business days prior
• Initial Closing: the latest of three business days after satisfaction of conditions, 60 days after entry of the Sale Order, or as mutually agreed
• Subsequent Closing Deadline: 60 days following delivery of a Reinclusion Notice, and in no event beyond the Outside Date absent written agreement
• Outside Date: the later of Dec. 31, 2026 and 90 days from entry of the Sale Order, subject to a 30-day extension where the Final Closing has not occurred solely due to the Buyer's inability to obtain a license, Buyer Healthcare Permit or similar certification despite diligent pursuit

Part III — Private Sale Outside the Bidding Procedures

12. 10875 Settlers LLC — Salterra at Hanover (48 units)

Parties

• Sellers: IHC - Hanover Propco, LLC and Inspired Senior Living of Hanover, LLC, each a Debtor and debtor in possession
• Buyer: 10875 Settlers LLC, a Minnesota limited liability company
• Lender: Union Bank and Trust Company ("UBT"), holder of the Loan and beneficiary under the Loan Documents
• Neither the Buyer nor UBT is an insider of any Debtor. The Purchase Agreement is dated May 20, 2026.

Assets

• The assets required to operate Salterra at Hanover, an assisted living and memory care community at 10875 Settlers Lane, Hanover, Minnesota, comprising approximately 6.444 acres in Hennepin County with related easements, rights-of-way and appurtenances; all buildings and improvements; Personal Property used in operations; and Assigned Contracts. The Personal Property and Assigned Contracts schedules are to be provided before Closing.
• The community consists of two separate two-story, all-studio buildings containing 48 licensed resident-care units: a 24-unit memory care building constructed in 2017 and acquired by Propco in 2021, and a separate 24-unit assisted living building completed in 2025. Opco has operated the community under an operating lease with Propco since August 2021.

Private Sale and Marketing Process

• The Debtors seek authority to sell to the Buyer through a private sale without a public auction. Propco retained SLIB II, Inc. dba Senior Living Investment Brokerage in October 2024, and the Property was marketed for approximately 21 months.
• SLIB analyzed its proprietary database of more than 1,500 buyers and directed the confidential marketing process toward approximately 25 prospective purchasers it considered financially and operationally qualified. According to SLIB, most prospective buyers declined to pursue the Property at any price, citing the size of the two 24-unit buildings, negative operating cash flow and outstanding licensing concerns; only three provided verbal indications of value, including two offers in the range of $2 million; and a public auction would be unlikely to attract additional qualified bidders or a higher or better offer.
• The Debtors and UBT determined that the Buyer submitted the highest and best offer obtained through the marketing process. The Debtors assert a private sale is appropriate given ongoing operating losses, the absence of a higher offer during the marketing period, and the need to maintain continuity of resident care.

Facility Economics and Loan

• The Debtors estimate the community operates at a monthly deficit of approximately $110,000, excluding a monthly debt payment of $36,352.
• UBT provided Propco with a $6.9 million loan in November 2021 to finance development of the assisted living expansion. The Loan had an unpaid balance of approximately $6.6 million as of Jan. 20, 2026, together with accruing interest and other charges.

Purchase Price and Loan Assumption

• The Purchase Price is the Buyer's assumption of all indebtedness and obligations evidenced by or arising under the Loan Documents, implemented through an Assumption Agreement between the Buyer and UBT on mutually acceptable terms.
• At Closing the Buyer delivers the Assumption Agreement, any additional documents modifying the Loan, and a new guaranty executed by Abdullahi Omar in form and content acceptable to UBT. Effective upon Closing and execution of the Assumption Agreement, UBT releases the Sellers and their guarantors from further liability.
• The proposed Sale Order provides that all UBT claims against the Debtors will be released and expunged from the claims register upon Closing without further action. UBT also agreed that, effective on entry of the Sale Order and conditioned on Closing, any claims it holds against the Sellers or their estates will be subordinated to all allowed general unsecured claims.

Earnest Money and Operating Loss Funding

• Earnest Money of $116,000, non-interest-bearing, was due to the Title Company within two business days after the May 20, 2026 Effective Date. At Closing the remaining Earnest Money is delivered to UBT and applied to reduce the outstanding principal balance of the assumed Loan.
• On a Buyer default the remaining Earnest Money is released to the Sellers as liquidated damages; on a non-default failure to close it is returned to the Buyer; and if the Buyer exercises its diligence termination right under section 10(g), $50,000 goes to the Sellers and $66,000 returns to the Buyer.
• UBT and the Buyer each agreed to provide $50,000 of Operating Loss Funding before Closing — UBT within two business days after the Effective Date, and the Buyer within two business days after expiration of the Diligence Period absent a diligence termination. The funds may be used only for bona fide operating expenses (payroll, utilities, insurance, real estate taxes, maintenance and other ordinary-course items) and for costs, expenses and taxes incurred by the Sellers to consummate the Closing. Unused amounts are returned to the Buyer and UBT pro rata at Closing.
• The Buyer and UBT will each pay $100,000 toward SLIB's broker commission and related fees, subject to SLIB modifying its listing agreement to provide for total compensation of $200,000.

Diligence and Pre-Closing Covenants

• The APA provided a 45-day Diligence Period following the Effective Date, which the Debtors state the Buyer has completed. Inspections were required to be non-invasive and at the Buyer's expense, subject to notice, access, confidentiality, operational and insurance requirements.
• Before Closing the Sellers may not, without the Buyer's prior written approval, enter into or modify leases or contracts material to their business or operations, or sell or transfer an interest in the Property or permit a new lien, security interest, easement, encumbrance, charge or condition to attach.

Licensing and Transition Operating Agreement

• The Buyer must obtain an Assisted Living Facility license and an Assisted Living Facility Dementia Care license from the Minnesota Department of Health, submitting all required transfer-of-ownership forms no later than 60 days before the then-scheduled Closing and providing the Sellers with confirmation and copies within three business days. Failure to file by the deadline is a material Buyer breach permitting the Sellers to terminate and retain the remaining Earnest Money as liquidated damages.
• If MDH approval remains pending at Closing solely because of MDH processing or other governmental delay not attributable to either party, the parties must negotiate in good faith and execute a Transition Operating Agreement. Under it, the Sellers or an acceptable designee would continue operating under the Sellers' existing MDH licenses for the Buyer's benefit until the earlier of MDH approval and 180 days after Closing, subject to extension; all operating revenue and expenses during the period would be for the Buyer's account, with the Buyer funding operating expenses without permitting a shortfall jeopardizing operations or regulatory compliance; the Buyer would indemnify the Sellers except to the extent directly caused by the Sellers' gross negligence or willful misconduct; and the agreement would terminate automatically on MDH approval.
• Execution of the Transition Operating Agreement satisfies the MDH approval condition solely to permit the real estate Closing to proceed and does not relieve the Buyer of its obligation to obtain MDH approval. If the parties cannot finalize it by the scheduled Closing despite good-faith negotiations, Closing is extended automatically for up to 15 days, after which the Sellers may terminate and retain the remaining Earnest Money as liquidated damages.

Closing and Conditions

• Closing is scheduled 120 days after the May 20, 2026 Effective Date, unless accelerated or extended by written agreement. The Buyer may unilaterally extend twice for 30 days per extension by providing written notice no later than two days before the then-applicable Closing date and directing the escrow agent to release $25,000 of Earnest Money to the Sellers for each extension. The Title Company acts as escrow agent, and possession transfers on completion of Closing.
• The Buyer's conditions include the Sellers' representations, warranties, covenants and agreements remaining true or performed in all material respects; the Sellers having materially delivered all required Closing items; no material change in title documents or material adverse change to the survey; entry of a Sale Order approving the APA, authorizing the sale free and clear other than the assumed Loan Documents and title exceptions, and approving assignment and assumption of the Assigned Contracts; no injunction, order or legal restraint; receipt of a new MDH license, subject to the Transition Operating Agreement provisions; and the Buyer not having exercised its diligence termination right.
• The Sellers' conditions include the Buyer's representations, warranties, covenants and agreements remaining true or performed in all material respects; delivery of the Purchase Price and all other required Closing items; entry of the Sale Order; execution of the Assumption Agreement by UBT and the Buyer; no injunction, order or legal restraint; and the Buyer's receipt of an MDH license, which the Sellers may waive in writing subject to the Transition Operating Agreement provisions.

Title, Risk of Loss and Higher or Better Offer

• The Sellers convey the Real Property and improvements by special warranty deed and the Personal Property by bill of sale, free and clear of liens other than those imposed by the Loan Documents and specified title matters. The Buyer had ten days after receiving the initial title commitment and survey to identify Title Defects; the Sellers then had ten days to cure or insure over or decline. Uncured defects permitted the Buyer to terminate or waive, provided any termination occurred during the Diligence Period. Except for the Sellers' express representations, the Property transfers "as is, where is, with all faults and defects."
• Risk of loss remains with the Sellers until Closing. Insured casualty damage below $50,000 does not stop Closing, with proceeds and the deductible amount paid to the Buyer; at or above $50,000 the Buyer may terminate or proceed and receive the proceeds and deductible; for an uninsured casualty the Buyer may terminate or proceed without a Purchase Price adjustment. If condemnation proceedings are commenced before Closing to take all or a material part of the Property such that, as reasonably determined by the Buyer, it could no longer be used for the Buyer's intended use, the Buyer may terminate; otherwise the sale proceeds and the award (or the right to receive it) is assigned to the Buyer.
• The Sellers may terminate if the Court approves a higher or otherwise better offer for the Property under Court-approved bidding procedures, in which case the remaining Earnest Money is returned to the Buyer.

Sale Free and Clear; Good-Faith Purchaser

• The Debtors seek to transfer the Property free and clear of all liens, claims, interests and encumbrances other than the Loan Assumption, with other interests attaching to the proceeds with the same validity, priority and effect. UBT, as prepetition lienholder, consents to the Sale and the Loan assumption. The Buyer assumes and performs obligations under the Assigned Contracts arising from and after Closing.
• Except as expressly provided in the APA, the proposed Sale Order provides that the Buyer will not be deemed a successor to, party to a de facto merger with, or mere continuation of the Debtors and will not be liable for claims against them. The Debtors state the APA was negotiated at arm's length and in good faith, seek a finding that the Buyer is a good-faith purchaser under section 363(m), and request a waiver of the 14-day stay under Bankruptcy Rule 6004(h).

Key Dates

• APA Effective Date: May 20, 2026
• Sale Motion filed: July 24, 2026
• Objection Deadline: no more than 24 days after the July 24, 2026 filing date (on or about Aug. 17, 2026)
• Sale Hearing: Aug. 19, 2026, 1:30 p.m. CT
• MDH Filing Deadline: no later than 60 days before the then-scheduled Closing
• Closing: 120 days after the Effective Date, subject to acceleration or extension under the APA