Purchase Agreement, dated as of April 15, 2025, among CHS/Community Health Systems, Inc., certain subsidiaries of CHS/Community Health Systems, Inc., Ascension Health and certain of its subsidiaries, and Cedar Park Health Systems, L.P

PURCHASE AGREEMENT

BY AND AMONG

CP HOspital GP, LLC

AND

CPLP, LLC

AND

TRIAD HOLDINGS V, LLC

AND

TIMBERLAND MEDICAL GROUP

AND

REGIONAL EMPLOYEE ASSISTANCE PROGRAM

AND

CHS/COMMUNITY hEALTH sYSTEMS, INC.

AND

ASCENSION TEXAS (F/K/A Daughters of Charity Health Services

of Austin AND Seton Healthcare NeTwork)

AND

ASCENSION HEALTH

AND

CEDAR PARK HEALTH SYSTEM, L.P.

APRIL 15, 2025

TABLE OF CONTENTS

SCHEDULES

Description Schedule

Excluded Assets 1.3

Capital Leases 1.4

Net Working Capital 1.8

Cash Balance 1.10

Financial Statements 3.5

Certain Post-Balance Sheet Results 3.6

Licenses 3.7

Medicare Participation/Accreditation 3.8

Regulatory Compliance 3.9

HIPAA Compliance 3.9(a)

Owned Real Property 3.11(a)(i)

Leased Real Property 3.11(a)(ii)

Owned Real Property Violations 3.11(c)

Zoning 3.11(d)

Tenant Leases 3.11(e)

Rent Roll 3.11(f)

Eminent Domain 3.11(g)

Employee Benefit Plans 3.13

Litigation or Proceedings 3.14

Environmental Laws 3.15

Taxes 3.16

Employee Relations 3.17

Material Contracts 3.18

Insurance 3.20

Third Party Payor Cost Reports 3.21

Medical Staff Matters 3.22

Intellectual Property 3.25

Compliance Program 3.26

Material Consents 7.7

GLOSSARY OF DEFINED TERMS

Defined Term Section

Accounting Firm 1.8(c)

ACO 1.9(a)

Affiliate 12.18

Agreement Introduction

Anti-Kickback Law 1.5(i)

Antitrust Laws 5.2

Ascension Introduction

Assignment of Partnership Interest 2.2(a)

Assumed Liabilities 1.4

Balance Sheet Date 3.5(a)

Basket Amount 11.3(a)

Benefit Plans 3.13(a)

Business Associate Agreement 2.2(k)

Buyer Introduction

Buyer Cost Report 10.21(a)

Buyer Indemnified Parties 11.2

Buyer Party or Buyer Parties 10.18(b)

Buyer Plans 10.7(b)

Cash Balance 1.10(a)

CERCLA 3.15

CHS Introduction

Clinic Billing and Collection Agreement 2.2(m)

Closing 2.1

Closing Date 2.1

COBRA 1.5(d)

Partnership Introduction

Partnership Cost Reports 10.21(a)

Contracts 3.18

Defects 6.5(c)

DSH 1.5(b)

Effective Time 2.1

Environmental Laws 3.15

ERISA 3.13(a)

Excluded Assets 1.3

Excluded Liabilities 1.6

Excluded Marks 1.3(b)

False Claims Act 1.5(i)

Financial Statements 3.5

FPPE 3.22

FTC 5.2

GAAP 1.8(a)

Government Entity 3.9

Governmental Programs 3.8

HHS 3.8

HIPAA 3.9(a)

Hospital Recitals

Hospital Billing and Collection Agreement 2.2(l)

Immaterial Contracts 3.18

Indemnified Party 11.4

Indemnifying Party 11.4

Information Services Agreement 2.2(k)

Initial Cost Reports 10.21(d)

Intellectual Property 3.25

Justice Department 5.2

Knowledge of Sellers or Sellers’ Knowledge 12.27

Leased Real Property 3.11

License Agreement 2.2(n)

Losses 11.1

Management Agreement 10.17

Material Adverse Effect 12.24

Material Consents 7.7

Material Contracts 3.18

Net Working Capital 1.8(a)

Owned Real Property 3.11

Partnership Agreement 1.1

Permitted Encumbrances 3.11

Purchase Price 1.7(a)

R&W Indemnification Cap 11.3(a)

RAC 1.9(a)

RCRA 3.15

Real Property 3.11

Retained Liabilities 1.5

Seller Introduction

Seller Cost Report 10.21(a)

Seller Guaranty 10.15

Seller Indemnified Parties 11.1

Seller Party or Seller Parties 10.18(a)

Sellers’ Interests Recitals

Stark Law 1.5(i)

State Health Agency 3.7

Surveys 6.5(b)

Survival Period 12.17

Tax or Taxes 3.16

Tax Return 3.16

Termination Notice 12.1

Title Commitment 6.5(a)

Title Company 6.5(a)

Title Evidence 6.5(c)

Title Policy 6.5(a)

WARN Act 3.17(c)

PURCHASE AGREEMENT
 

This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 15, 2025, by and among CP HOSPITAL GP, LLC, a Delaware limited liability company (the “General Partner”), CPLP, LLC, a Delaware limited liability company (the “CHS LP”), TRIAD HOLDINGS V, LLC, a Delaware limited liability company (the “Triad LP), TIMBERLAND MEDICAL GROUP, a Texas nonprofit corporation (“Timberland”), REGIONAL EMPLOYEE ASSISTANCE PROGRAM, a Texas nonprofit corporation (“REAP”) (the General Partner, the CHS LP, the Triad LP, Timberland and REAP may be referred to individually as a “Seller” and collectively as “Sellers”), CHS/COMMUNITY hEALTH sYSTEMS, INC., a Delaware corporation (“CHS”), ASCENSION TEXAS (F/K/A DAUGHTERS OF CHARITY HEALTH SERVICES OF AUSTIN and SETON HEALTHCARE NETWORK), a Texas nonprofit corporation (“Buyer”), ASCENSION HEALTH, a Missouri nonprofit corporation (“Ascension”), and CEDAR PARK HEALTH SYSTEM, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

A. The Partnership owns and operates Cedar Park Regional Medical Center in Cedar Park, Texas, and certain related medical office buildings and outpatient care facilities, physician practices and ancillary services (collectively, the “Hospital”).

B. The General Partner owns a one percent (1%) general partnership interest in the Partnership (the “GP Interest”). The CHS LP owns a thirty-nine percent (39%) limited partnership interest in the Partnership. The Triad LP owns a forty percent (40%) limited partnership interest in the Partnership. Sellers collectively own eighty percent (80%) of the partnership interests in the Partnership (the “Sellers’ Interests”), which represents Sellers’ entire ownership interest in the Partnership. Buyer owns the remaining twenty percent (20%) limited partnership interest in the Partnership.

C. Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, all of Sellers’ Interests, on the terms and conditions set forth in this Agreement.

D. Timberland and REAP own certain assets used in the operations of the Partnership and will transfer such assets to Buyer or its Affiliates on the terms and conditions set forth in this Agreement.

E. CHS is a party to this Agreement for purposes of guaranteeing the obligations of its subsidiaries or Affiliates as set forth herein.

F. Ascension is a party to this Agreement for purposes of guaranteeing the obligations of its subsidiaries or Affiliates as set forth herein.

AGREEMENT:

NOW, THEREFORE, for and in consideration of the premises and the mutual agreements, covenants, representations, and warranties hereinafter set forth and other good and

valuable consideration, the receipt and adequacy of which are forever acknowledged and confessed, the parties hereto agree as follows:

(a) any reserves or prepaid expenses related to the Excluded Assets (such as prepaid legal expenses or insurance premiums);

(b) the names, symbols, trademarks, logos or other symbols used in connection with the Hospital which include the names “CHS,” “Community Health Systems” or any variants thereof or any other names which are proprietary and exclusive to Sellers or their Affiliates (excluding the Partnership) (the “Excluded Marks”);

(c) any computer software and programs which are proprietary to Sellers or their Affiliates;

(d) all of Sellers’ or any Affiliate’s proprietary manuals, marketing materials, policy and procedure manuals, standard operating procedures and marketing brochures, data and studies or analyses;

(e) all rights in connection with and the assets of Sellers’ employee benefit plans, including, but not limited to, the “Benefit Plans” as hereinafter defined;

(f) all national or regional contracts of Sellers or any Affiliate of Sellers which are made available to the Hospital by virtue of the Hospital being an Affiliate of Sellers; provided, however, certain services provided under a national or regional contract may be made available to Buyer, as specified in the Information Services Agreement;

(g) all records relating to the Excluded Assets to the extent that the Partnership does not need the same in connection with the ongoing activities of the Partnership or the Hospital; and

(h) all patient accounts receivable relating to services rendered by Timberland (the “Clinic AR”).

On or before the Closing Date, to the extent permitted by law and not restricted by contract or otherwise, the Partnership shall cause the Excluded Assets, together with the Excluded Liabilities (defined in Section 1.6 below), to be transferred by the Partnership to Sellers or an Affiliate of Sellers pursuant to an assignment and assumption agreement in form and substance satisfactory to Buyer.

(a) all obligations of the Partnership accruing from and after the Effective Time with respect to the Contracts (excluding any Contracts that are Excluded Assets), but only to the extent such liabilities were incurred in the ordinary course of business and do not relate to any unpaid amounts that accrued or became due and payable prior to the Effective Time (except to the extent included in Net Working Capital), or any failure to perform, breach or other violation or default of or under the Contracts occurring prior to the Effective Time;

(b) the trade accounts payable and other current liabilities of the Partnership as of the Effective Time, but only to the extent such accounts payable and current liabilities are included in the calculation of Net Working Capital (as defined below);

(c) the capital lease obligations set forth on Schedule 1.4 hereto; and

(d) obligations and liabilities as of the Effective Time in respect of accrued vacation and holiday pay benefits of the employees of the General Partner who are hired by the Partnership as of the Effective Time, and related taxes, but only to the extent such accrued vacation and holiday pay benefits are included in the calculation of Net Working Capital and excluding extended illness bank benefits.

(a) claims or potential claims for medical malpractice or general liability relating to or arising out of acts or omissions that occurred prior to the Effective Time;

(b) liabilities and obligations of the Partnership in respect of periods prior to the Effective Time arising under the terms of the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or other third party payor programs, including, without limitation, in respect of third party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare, Medicaid and CHAMPUS/TRICARE cost reports filed or to be filed by the Partnership for periods prior to the Effective Time, RAC appeals, ACOs) and all liabilities and obligations for periods prior to the Effective Time related to all Medicaid payments and programs, except the Comprehensive Hospital Reimbursement Program (CHIRP), including all cash transactions delineated in Section 1.9, including, but not limited to (i) settlements or adjustments to prior Medicaid payments resulting from the State's audit or other recalculation of Medicaid payments for services rendered prior to the Effective Time, (ii) Disproportionate Share (DSH), (iii) Uncompensated Care (UC), (iv) Graduate Medical Education (GME), (v) Aligning Technology by Linking Interoperable Systems for Client Health Outcomes Program (ATLIS), (vi) Uniform Hospital Rate Increase Program (UHRIP), (vii) Texas Incentives for Physician and Professional Services (TIPPS), (viii) Rural Access to Primary and Preventative Services (RAPPS), and (ix) Hospital Augmented Reimbursement Program (HARP), and all appeals and appeal rights of the Partnership relating to such settlements, any audit under the Medicare RAC program or any noncompliance with applicable law or contractual obligations related to the billing or collection for services, any ACOs, and any liability arising pursuant to the Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement;

(c) federal, state or local tax liabilities or obligations of the Partnership in respect of periods prior to the Effective Time or resulting from the consummation of the transactions contemplated herein including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, and any FICA, FUTA, workers’ compensation, and any and all other taxes or amounts due and payable as a result of the exercise by the employees at the General Partner of such employees’ right to vacation, sick leave, and holiday benefits accrued while in the employ of the Partnership (provided, however, that this clause (c) shall not apply to any and all taxes payable that constitute Assumed Liabilities under Section 1.4(d) or any and all taxes payable that constitute Excluded Liabilities under Section 1.6);

(d) liability for any and all claims by or on behalf of employees of the General Partner relating to periods prior to the Effective Time including, without limitation, liability and obligations for any compensation-related payments, pension, profit sharing, deferred compensation, equity or equity-related compensation, incentive compensation, fringe benefit, tuition reimbursement, severance, termination pay, change in control or retention payments, bonuses or any other employee benefit plan of whatever kind or nature or any employee health and welfare benefit plans, liability for any unemployment compensation claim or workers’ compensation claim, and any liabilities or obligations to former employees of the General Partner under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) (provided, however, that this clause (d) shall not apply to any and all employee benefits constituting Assumed Liabilities under Section 1.4(d));

(e) any liability or obligation arising out of the Partnership’s non-compliance with laws, regulations, rules and ordinances relating to employment, including but not limited to those enforced by the Wage and Hour Division of the U.S. Department of Labor, Equal

Employment Opportunity Commission, Office of Federal Contract Compliance Programs, National Labor Relations Board, Occupational Safety and Health Administration or any comparable state or local agency;

(f) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, the Partnership or any of its Affiliates or any of its employees, medical staff, agents, vendors, representatives, successors or assigns, with respect to acts or omissions prior to the Effective Time;

(g) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of the Partnership, its Affiliates or, to the extent related to their services to the Partnership, its directors, officers, employees and agents claimed to violate any constitutional provision, statute, ordinance or other law, rule, regulation or order of any governmental entity;

(h) liabilities or obligations to the extent arising out of any breach by the Partnership prior to the Effective Time of any Contract;

(i) any liability of the Partnership relating to violation of federal or state laws regulating fraud, including but not limited to the federal Anti-Kickback Law (42 U.S.C. § 1320(a)-7(b) et seq.) (the “Anti-Kickback Law”), the Ethics in Patient Referrals Act (42 U.S.C. § 1395nn et seq.) (the “Stark Law”), and the False Claims Act (31 U.S.C. § 3729 et seq.) (the “False Claims Act”);

(j) all liabilities and obligations relating to any oral agreements, oral contracts or oral understandings with any referral sources including, but not limited to, physicians, unless reduced to writing and identified on Schedule 3.18 hereto;

(k) all liabilities and obligations related to or arising out of any claims of the General Partner against the Partnership as provided in Section 8.6 of the Partnership Agreement; and

(l) any other liabilities and obligations of the Partnership related to or arising from acts or omissions prior to the Effective Time that are not an Assumed Liability.

(a) Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Sellers herein set forth and as consideration for the sale and purchase of Sellers’ Interests herein contemplated (and certain assets of Timberland and REAP),

Buyer agrees to pay to Sellers as the aggregate purchase price hereunder (the “Purchase Price”) Four Hundred Sixty Million Dollars ($460,000,000), plus or minus an amount equal to eighty percent (80%) of the amount by which the Net Working Capital of the Partnership as of the last day of the calendar month immediately preceding the Effective Time exceeds or is less than Thirty Two Million Five Hundred Thousand Dollars ($32,500,000), respectively, minus an amount equal to eighty percent (80%) of the outstanding balance as of the last day of the calendar month immediately preceding the Effective Time of the capital leases in place at the Partnership as described on Schedule 1.4, and plus or minus an amount equal to twenty percent (20%) of the Cash Balance (as defined below) as of the last day of the calendar month immediately preceding the Effective Time. The Purchase Price shall be calculated as of the Closing based upon the estimated Net Working Capital (as determined in accordance with Section 1.8(b)) and based upon the estimated Cash Balance (as determined in accordance with Section 1.10(b)), and shall be due and payable by Buyer to Sellers at the Closing by wire transfer of immediately available funds to an account designated by Sellers. The Purchase Price shall be adjusted after the Closing in accordance with Section 1.8 to reflect the actual Net Working Capital as of the last day of the calendar month immediately preceding the Effective Time (as determined in accordance with Section 1.8(b)), and in accordance with Section 1.10 to reflect the actual Cash Balance as of the last day of the calendar month immediately preceding the Effective Time (as determined in accordance with Section 1.10(b)).

(b) Sellers shall not be considered to be partners of the Partnership after the Effective Time, and, except as contemplated by this Agreement (including Section 10.22), shall not be allocated any profits or losses of the Partnership after the Effective Time, and shall not be entitled to any distributions made by the Partnership after the Effective Time.

(a) Net Working Capital. As used herein, the term “Net Working Capital” shall mean the aggregate current assets of the Partnership minus the aggregate current liabilities of the Partnership, all as determined in accordance with generally accepted accounting principles (“GAAP”) consistently applied. In any case with respect to the computation of Net Working Capital, (i) the following shall be included in current assets: petty cash, accounts receivable (excluding the Clinic AR), assumable deposits, prepaid expenses (including the prepaid tax applicable to the Williamson County Local Provider Participation Fund (LPPF)(the “Prepaid Tax Balance”)) and supplies and inventory as of the last day of the calendar month immediately preceding the Effective Time, and (ii) the following shall be included in current liabilities: accounts payable, accrued expenses, accrued salaries and wages, and accrued liabilities for vacation and holiday benefits (not to exceed 320 hours for any employee), excluding any extended illness banks, for employees as of the last day of the calendar month immediately preceding the Effective Time.

(b) Adjustments. Attached hereto as Schedule 1.8 is the mutually agreed upon schedule of the Net Working Capital as of December 31, 2024, together with the principles, specifications and methodologies used in determining the Net Working Capital. At least ten (10) business days prior to the Closing, Sellers shall deliver to Buyer a reasonable estimate of Net Working Capital as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available and containing reasonable detail and supporting documents showing the derivation of such estimate. The Net Working Capital shall be estimated

following the same mutually agreed upon principles, specifications and methodologies used to determine the Net Working Capital as of December 31, 2024, as specified in Schedule 1.8, and shall be used for purposes of calculating the Purchase Price as of the Closing. Within ninety (90) days after the Closing, Sellers shall deliver to Buyer their determination of the actual Net Working Capital as of the last day of the calendar month immediately preceding the Effective Time (following the same principles, specifications and methodologies used to determine the Net Working Capital as set forth on Schedule 1.8 and the estimated Net Working Capital as of the Closing). Each party shall have full access to the financial books and records of the Partnership to confirm or audit Net Working Capital computations. Should Buyer disagree with Sellers’ determination of the Net Working Capital, Buyer shall notify Sellers within sixty (60) days after Sellers’ delivery of its determination of the Net Working Capital. If Sellers and Buyer fail to agree within thirty (30) days after Buyer’s delivery of notice of disagreement on the amount of the Net Working Capital, such disagreement shall be resolved in accordance with the procedure set forth in Section 1.8(c), which shall be the exclusive remedy for resolving accounting disputes relative to the determination of the Net Working Capital. The Purchase Price shall be increased or decreased to reflect the difference between the estimated Net Working Capital at the Closing and the actual Net Working Capital as of the last day of the calendar month immediately preceding the Effective Time, and within five (5) business days after determination thereof eighty percent (80%) of any increase shall be paid in cash by Buyer to Sellers, and eighty percent (80%) of any decrease shall be paid in cash by Sellers to Buyer.

(c) Dispute of Adjustments. In the event that Sellers and Buyer are not able to agree on the actual Net Working Capital as of the last day of the calendar month immediately preceding the Effective Time within thirty (30) days after Buyer’s delivery of notice of disagreement, Sellers and Buyer shall each have the right to require that such disputed determination be submitted to an independent certified public accounting firm as Sellers and Buyer may then mutually agree upon in writing (the “Accounting Firm”) for computation or verification in accordance with the provisions of this Agreement. The Accounting Firm shall review the matters in dispute and, acting as arbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final calculation of the Net Working Capital). The submission of the disputed matter to the Accounting Firm shall be the exclusive remedy for resolving accounting disputes relative to the determination of the Net Working Capital. The Accounting Firm’s determination shall be binding upon Sellers and Buyer, and such Accounting Firm’s fees and expenses shall be borne equally by Sellers and Buyer.

(d) Physical Inventory. If requested by Buyer at least ten (10) business days prior to the Closing, the Sellers shall cause a physical inventory to be taken of the inventory and supplies on hand at the Hospital by employees or representatives of the Sellers or their Affiliates as near in time as possible to the Closing Date and with the results extended and adjusted through the Closing Date. The Sellers shall permit representatives or employees of the Buyer to observe such inventory process. All inventory items shall be valued at cost on a first-in first-out basis. The parties acknowledge that the inventory to be taken pursuant to this Section 1.8(d) will not be conducted until immediately prior to the Closing Date and, as such, the results of such inventory may not be available until sometime after the Closing Date. For purposes of determining the actual Net Working Capital, inventory shall be valued as determined pursuant to this Section 1.8(d).

(a) Notwithstanding anything to the contrary herein, any amounts of the Partnership due to or due from Sellers or their Affiliates (referred to as “Due from Majority Member - Cash Management” in the Financial Statements and referred to herein as the “Cash Balance”) as of the last day of the calendar month immediately preceding the Effective Time shall be reconciled in accordance with this Section 1.10.

(b) Attached hereto as Schedule 1.10 is a schedule of the Cash Balance as of December 31, 2024, together with the principles, specifications and methodologies used in determining the Cash Balance. At least ten (10) business days prior to the Closing, Sellers shall deliver to Buyer a reasonable estimate of the Cash Balance as of the end of the most recently ended calendar month prior to the Closing Date for which financial statements are available and containing reasonable detail and supporting documents showing the derivation of such estimate. The Cash Balance shall be estimated following the same mutually agreed upon principles, specifications and methodologies used to determine the Cash Balance as of December 31, 2024, as specified in Schedule 1.10, and shall be used for purposes of calculating the Purchase Price as of the Closing. Within ninety (90) days after the Closing, Sellers shall deliver to Buyer their determination of the actual Cash Balance as of the last day of the calendar month immediately preceding the Effective Time (following the same principles, specifications and methodologies used to determine the Cash Balance as set forth on Schedule 1.10, and the estimated Cash Balance as of the Closing). Each party shall have full access to the financial books and records pertaining to the Partnership to confirm or audit Cash Balance computations. Should Buyer disagree with Sellers’ determination of the Cash Balance, Buyer shall notify Sellers within sixty (60) days after Sellers’ delivery of their determination of the Cash Balance. If Sellers and Buyer fail to agree within thirty (30) days after Buyer’s delivery of notice of disagreement on the amount of the Cash Balance, such disagreement shall be resolved in accordance with the procedure set forth in Section 1.10(c), which shall be the exclusive remedy for resolving accounting disputes relative to the determination of the Cash Balance. If the Cash Balance results in an amount due by the Partnership to Sellers or one of their Affiliates, Buyer shall pay to Sellers an amount equal twenty percent (20%) of the Cash Balance. If the Cash Balance results in an amount due by Sellers or their Affiliates to the Partnership, Sellers shall pay Buyer an amount equal to twenty percent (20%) of the Cash Balance. Within five (5) business days after the calculation of the Cash Balance becomes final and conclusive as described above, Buyer or Sellers, as applicable, shall pay the appropriate amount to the other party by wire transfer of immediately available funds to an account designated by such other party.

(c) In the event that Sellers and Buyer are not able to agree on the actual Cash Balance as of the last day of the calendar month immediately preceding the Effective Time within thirty (30) days after Buyer’s delivery of notice of disagreement, Sellers and Buyer shall each have the right to require that such disputed determination be submitted to the Accounting Firm for computation or verification in accordance with the provisions of this Agreement. The Accounting Firm shall review the matters in dispute and, acting as arbitrators, shall promptly decide the proper amounts of such disputed entries (which decision shall also include a final calculation of the Cash Balance). The submission of the disputed matter to the Accounting Firm shall be the exclusive remedy for resolving accounting disputes relative to the determination of the Cash Balance. The

Accounting Firm’s determination shall be binding upon Sellers and Buyer, and such Accounting Firm’s fees and expenses shall be borne equally by Sellers and Buyer.

(a) REAP has entered into employment agreements with physicians or physician assistants employed by REAP and located in the service area of the Hospital (the “Employed Physicians”). Timberland holds certain assets relating to physician clinics and other outpatient operations including various trademarks and trade names associated with the Employed Physicians. At the Closing, REAP and Timberland shall assign and transfer to Buyer or an Affiliate of Buyer (i) the contracts described on Schedule 3.18 to which either REAP or Timberland is a party, (ii) the leases described on Schedule 3.11(a)(ii) and Schedule 3.11(e) to which either REAP or Timberland is a party, and (iii) the other tangible and intangible assets described on Schedule 1.11(a) hereto, free and clear of any and all liens, encumbrances or other restrictions, and Buyer or an Affiliate of Buyer shall assume the obligations of REAP and Timberland under such contracts and leases which arise on or after the Effective Time, but only to the extent such obligations were incurred in the ordinary course of business and do not relate to any unpaid amounts that accrued or became due and payable prior to the Effective Time (except to the extent included in Net Working Capital), or any failure to perform, breach or other violation or default of or under such contracts or leases occurring prior to the Effective Time. The parties will enter into a bill of sale and assignment and assumption agreement on terms acceptable to both parties to reflect the transfer of such assets to Buyer or an Affiliate of Buyer and the assignment and assumption by Buyer or an Affiliate of Buyer of such contracts and leases (the “Physician Clinic BOSA”).

(b) The CHS LP is the holder of record and owns beneficially the equity and other interests in the legal entities set forth on Schedule 1.11(b) (the “ASC Interests”). At the Closing, the CHS LP shall assign and transfer to Buyer or an Affiliate of Buyer (i) the ASC Interests and (ii) the contracts described on Schedule 3.18 to which the CHS LP is a party with respect to the ASC Interests, free and clear of any and all liens, encumbrances or other restrictions, and Buyer or an Affiliate of Buyer shall assume the obligations of the CHS LP under such contracts which arise on or after the Effective Time, but only to the extent such obligations were incurred in the ordinary course of business and do not relate to any unpaid amounts that accrued or became due and payable prior to the Effective Time (except to the extent included in Net Working Capital), or any failure to perform, breach or other violation or default of or under such contracts or leases occurring prior to the Effective Time. The parties will enter into an assignment of the ASC Interests and assignment and assumption agreement on terms acceptable to both parties to reflect the transfer of the ASC Interests to Buyer or an Affiliate of Buyer and the assignment and assumption by Buyer or an Affiliate of Buyer of such contracts. For purposes of this Agreement, the ASC Interests shall be considered part of the Seller Interests.

(a) An Assignment of Partnership Interest in form and substance reasonably acceptable to Sellers and Buyer (the “Assignment of Partnership Interest”), duly executed by the appropriate Seller, transferring Sellers’ Interests to Buyer;

(b) An Assignment of ASC Interest in form and substance reasonably acceptable to Sellers and Buyer (the “Assignment of ASC Interest”), duly executed by the appropriate Seller, transferring each ASC Interest to Buyer;

(c) The Physician Clinic BOSA, duly executed by the appropriate Seller;

(d) An Assignment and Assumption Agreement in form and substance satisfactory to Buyer, effecting the assignment to and assumption by Sellers or one of their Affiliates of the Excluded Assets from the Partnership;

(e) Copies of corporate resolutions duly adopted by the governing body of the appropriate Seller, authorizing and approving the performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and of full force as of the Closing, by the appropriate officers of Sellers;

(f) Copy of a resolution duly adopted by the Board of Directors of CHS, authorizing and approving the performance of the transactions contemplated hereby and the execution and delivery of this Agreement;

(g) Certificate of the President or a Vice President, dated and signed as of the Closing Date, of the appropriate Seller, certifying as to the satisfaction of the condition precedent contained in Section 7.1 of this Agreement;

(h) Certificates of incumbency for the respective officers of CHS and each Seller executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date;

(i) Certificates of existence and good standing of CHS and each Seller from the state in which it is incorporated or formed, dated no earlier than ten (10) days prior to the Closing;

(j) Resignations of the representatives of Sellers on the Board of Directors and/or as officers of the Partnership, effective as of the Closing Date;

(k) An Information Technology Transition Services Agreement as contemplated by Section 10.9 (the “Information Services Agreement”) and the Business Associate

Agreement, in substantially the form attached thereto (the “Business Associate Agreement”), fully executed by an Affiliate of Seller;

(l) A Hospital Billing and Collection Agreement as contemplated by Section 10.10 (the “Hospital Billing and Collection Agreement”), fully executed by an Affiliate of Seller;

(m) A Clinic Billing and Collection Agreement as contemplated by Section 10.11 (the “Clinic Billing and Collection Agreement”), fully executed by an Affiliate of Seller;

(n) A License Agreement for Policy and Procedure Manuals as contemplated by Section 10.12 (the “License Agreement”), fully executed by an Affiliate of Seller; and

(o) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect the transactions contemplated hereby.

(a) An amount equal to the Purchase Price in immediately available funds;

(b) The Assignment of Partnership Interest, duly executed by Buyer;

(c) The Assignment of ASC Interest, duly executed by Buyer;

(d) The Physician Clinic BOSA, duly executed by Buyer;

(e) Copies of resolutions duly adopted by the Board of Directors of Buyer, authorizing and approving the performance of the transactions contemplated hereby and the execution and delivery of this Agreement and the documents described herein, certified as true and in full force as of the Closing, by the appropriate officers of Buyer;

(f) Copy of a resolution duly adopted by the Board of Directors of Ascension, authorizing and approving the performance of the transactions contemplated hereby and the execution and delivery of this Agreement;

(g) Certificate of the President or a Vice President of Buyer, dated and signed as of the Closing Date, certifying as to the satisfaction of the condition precedent contained in Section 8.1 of this Agreement;

(h) Certificates of incumbency for the respective officers of Ascension and Buyer executing this Agreement and any other agreements or instruments contemplated herein or making certifications for the Closing dated as of the Closing Date;

(i) Certificates of existence and good standing of Ascension and Buyer from the state in which it is incorporated or formed, dated no earlier than ten (10) days prior to Closing;

(j) The Information Services Agreement and the Business Associate Agreement attached thereto, fully executed by Buyer or its Affiliates(s), as applicable;

(k) The Hospital Billing and Collection Agreement, fully executed by Buyer or its Affiliates(s), as applicable;

(l) The Clinic Billing and Collection Agreement, fully executed by Buyer or its Affiliates(s), as applicable;

(m) The License Agreement, fully executed by Buyer or its Affiliates(s), as applicable; and

(n) Such other instruments and documents as the parties reasonably agree are appropriate and necessary to effect the transactions contemplated hereby.

(a) are within its corporate powers, are not in contravention of corporate law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action;

(b) except as contemplated by Sections 5.1 and 5.2, do not require any approval or consent required to be obtained by Sellers of, or filing required to be made by Sellers with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority;

(c) except as set forth on Schedule 3.18(c), (d) or (e), will not require notice or consent or otherwise conflict with, or result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound;

(d) will not violate any statute, law, rule or regulation of any governmental authority to which it or the Sellers’ Interests may be subject; and

(e) will not violate any judgment, decree, writ or injunction of any court or governmental authority to which it or the Sellers’ Interests may be subject.

(a) Unaudited Balance Sheet dated as of January 31, 2025 (the “Balance Sheet Date”);

(b) Unaudited Income Statement for the one (1) month period ended on the Balance Sheet Date; and

(c) Unaudited Balance Sheets and Income Statements for the fiscal years ended December 31, 2024 and 2023.

Except as set forth in Schedule 3.5, such Financial Statements have been (and the monthly financial statements delivered pursuant to Section 5.8 will be) prepared in accordance with GAAP, applied on a consistent basis throughout the periods indicated. Such Balance Sheets present fairly in all material respects (and, in the case of financial statements delivered pursuant to Section 5.8, will present fairly in all material respects) the financial condition of the Partnership as of the dates

indicated thereon, and such Income Statements present fairly in all material respects (and in the case of financial statements delivered pursuant to Section 5.8, will present fairly in all material respects) the results of operations of the Partnership for the periods indicated thereon.

(d) Except as set forth in Schedule 3.5, the Partnership does not have any liabilities related to the Hospital of any type that are required to be disclosed in a balance sheet prepared in accordance with GAAP except for (i) liabilities reflected or reserved against in the Financial Statements (including the notes thereto) and (ii) liabilities incurred in the ordinary course of business since the Balance Sheet Date.

(e) All accounts receivable reflected on the Financial Statements and the accounts receivable and other receivables arising after the Balance Sheet Date, (i) have arisen from bona fide healthcare or other transactions entered into by the Partnership involving the sale of goods or the rendering of services in the ordinary course of business consistent with past practice; and (ii) constitute valid claims of the Partnership with no known set-offs deductions, compromises or reductions (other than allowances for bad debts and contractual allowances reflected in the Financial Statements). This representation does not constitute a guaranty that such accounts receivable will be collected.

(a) event, change or circumstance that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (hereinafter defined);

(b) material damage, destruction, or loss (whether or not covered by insurance) affecting the Hospital;

(c) threatened employee strike, work stoppage, or labor dispute pertaining to the Hospital;

(d) sale, assignment, transfer, or disposition of any item of property, plant or equipment of the Partnership having a value in excess of Fifty Thousand Dollars ($50,000) (other than supplies), except in the ordinary course of business consistent with past practices;

(e) general increases in the compensation payable by the General Partner to any of its employees or independent contractors outside of the ordinary course of business, or any increase in, or institution of, any bonus, insurance, pension, profit-sharing or other employee benefit plan, remuneration or arrangements made to, for or with such employees;

(f) changes in the accounting methods or practices employed by the Partnership or changes in depreciation or amortization policies;

(g) changes in the composition of the medical staff of the Hospital, other than normal turnover occurring in the ordinary course of business; or

(h) material transaction pertaining to the Hospital by the Partnership outside the ordinary course of business.

(a) HIPAA.

(i) Except as otherwise disclosed on Schedule 3.9(a), the Partnership is in compliance in all material respects with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), all rules and regulations promulgated pursuant to HIPAA, and all other applicable privacy or security laws (including state health and information security laws and state consumer protection laws) (collectively, “Information Privacy or Security Laws”), and has taken commercially reasonable steps, consistent with health care industry practices and applicable Information Privacy or Security Laws, such that protected health information is protected against unauthorized access, use, modification, disclosure or other misuse. Except as set forth on Schedule 3.9, during the past five (5) years, neither the Partnership, nor, to the Knowledge of Sellers, any business associate or subcontractor of the Partnership (as defined under HIPAA, but limited, solely with respect to any such business associate or subcontractor, to the protected health information created, received, maintained or transmitted by such business associate or subcontractor, for or on behalf of the Partnership ), (i) has suffered or otherwise experienced any reportable breach of unsecured protected health information or security incident (as defined under HIPAA) affecting twenty-five (25) or more individuals, (ii) has received any written complaint from any person or enforcement notice from the HHS Office of Civil Rights or any other Government Entity regarding failure to comply with HIPAA and other Information Privacy or Security Laws or made any notification of any such reportable breach involving twenty-five (25) or more individuals or failure to comply with HIPAA to any Government Entity pursuant to HIPAA and other applicable Information Privacy or Security Laws, (iii) has entered into any Corrective Action Plan pertaining to HIPAA or patient privacy, or, to the extent any such Corrective Action Plan with a Government Entity exists, failed to comply in all material respects with the terms of such Corrective Action Plan, or (iv) accesses, receives, transmits, maintains or stores any protected health information outside of the United States of America without having performed the security risk analysis and risk management required by the HIPAA security standards. To the knowledge of Sellers, the Partnership and each subcontractor of the Partnership, have, to the extent required by HIPAA and other applicable Information Privacy or Security Laws, undertaken surveys, audits, inventories, reviews, analyses and/or risk assessments and addressed, mitigated, or tracked for future resolution any known deficiencies identified thereby and provided training with respect to compliance with HIPAA to its “workforce” (as defined in HIPAA) for the past five (5) years. The Partnership is and has been for the past five (5) years party to a valid and enforceable business associate agreement with each person acting as its business associate or subcontractor, as applicable under HIPAA in each case, in compliance in all material respects with HIPAA.

(ii) Neither the Partnership nor the Hospital (a) to the Knowledge of Sellers, is under investigation by any Governmental Entity for a violation of any Information Privacy or Security Law; (b) has received any written notices from the United States Department of Health and Human Services Office for Civil Rights, the Justice Department, the FTC, or the Attorney General of any state or territory of the United States relating to material violation of any Information Privacy or Security Law; and (c) except as set forth in Schedule 3.9, and, to the Knowledge of Sellers, there has not been any incident, that would trigger a notification or reporting requirement under any business associate agreement or any Information Privacy or Security Law, including a Breach (as such term is defined in 45 C.F.R. § 164.402) with respect to any Unsecured Protected Health Information (as such term is defined in 45 C.F.R. § 164.402) maintained by or on behalf of the Partnership or the Hospital.

(iii) Except as set forth on Schedule 3.9 during the previous four (4) years, no Breach (as such term is defined in 45 C.F.R. § 164.402) or potential Breach (as such term is defined in 45 C.F.R. § 164.402) has occurred with respect to any Unsecured Protected Health Information (as such term is defined in 45 C.F.R. § 164.402) maintained by or for the Partnership or the Hospital, and during the previous four (4) years no information security or privacy breach event has occurred that would require notification under any other applicable Information Privacy or Security Laws or under any obligation pursuant to any Contract.

(b) Prohibited Transactions. Neither the Partnership, nor any employee, agent or contractor of the Partnership, in their capacity as such or otherwise relating to the Partnership, has offered, paid, solicited or received any remuneration, kickback, bribe or rebate to or from any person in exchange for business or payments from or to any such person in violation of applicable law. All contracts or other formal or informal arrangements, including the terms, methodology, amount and payment of any compensation, benefits or other remuneration provided, paid or made available thereto (directly or indirectly), between the Partnership and any referral source or other person in a position to make or influence referrals or to otherwise generate business for the Partnership, is and has been in compliance in all material respects with applicable health care laws.

(a) The Partnership has not created any liens which will materially interfere with Buyer’s use of the Real Property in a manner consistent with the current use by Partnership;

(b) The Real Property comprises all of the real property owned or leased by the Partnership or Timberland and associated with or employed in the operation of the Hospital;

(c) Except as set forth in Schedule 3.11(c), the Partnership has not received during the past three (3) years written notice from any Government Entity of a material violation of any applicable ordinance or other law, order or regulation with respect to the Owned Real Property, which violation has not been corrected;

(d) Except as set forth in Schedule 3.11(d), to the knowledge of Sellers, the Owned Real Property and its operation are in material compliance with all applicable zoning ordinances or is considered legally non-conforming or “grandfathered” thereunder;

(e) There are no tenants or other persons or entities occupying any space in the Real Property, other than pursuant to tenant leases described in Schedule 3.11(e), and no tenants under such leases have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any nature is owed by the Partnership or Timberland to any tenant pursuant to such tenant leases, nor is any landlord improvement work required to be completed by the Partnership or Timberland pursuant to such tenant leases, and, to the knowledge of Seller, no tenant is in default under such tenant leases, except as disclosed in Schedule 3.11(e);

(f) Attached to Schedule 3.11(f) is a “rent roll” as of a recent date which sets forth for those leases where the Partnership or Timberland is landlord (i) the names of then current tenants, (ii) the rental payments for the then current month under each of the leases, and (iii) the security deposits held by the Partnership or Timberland for each tenant listed on the rent roll, (iv) list of all then delinquent rental payments; and (v) a list of all tenant deposits and a description of any application thereof (or a statement that there are no such deposits); and (vi) a list of all uncured material defaults under the leases to the Knowledge of Sellers or the Partnership; and

(g) Except as set forth on Schedule 3.11(g), the Partnership has not received during the past three (3) years any written notice from any Governmental Entity of any existing, proposed or contemplated plans to modify or realign any street or highway or any existing, proposed or contemplated eminent domain proceeding that would result in the taking of all or any material part of the Owned Real Property or that would materially and adversely affect the current use of any part of the Owned Real Property.

(a) Schedule 3.13 sets forth a true, complete and correct list of all “employee benefit plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive compensation, deferred compensation, profit sharing, stock option, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, group insurance, vacation, holiday, sick leave, welfare plan or employment, change in control, confidentiality or non-competition agreement or any other similar plan, agreement, policy or understanding (whether oral or written, qualified or non-qualified) and any trust, escrow or other funding arrangement related thereto (collectively, the “Benefit Plans”), which is currently or has been sponsored, maintained or contributed to for or on behalf of the employees, former employees, independent contractors or directors (or any of their dependents) of the General Partner or pursuant to which the General Partner has any liability or obligation.

(b) To Sellers’ knowledge, (i) each of the Benefit Plans is and has been maintained and administered in all material respects in compliance with its terms and applicable legal requirements (including ERISA), (ii) there have been no prohibited transactions, breaches of fiduciary duty or other breaches or violations of any law applicable to the Benefit Plans that could subject Buyer to any liability, (iii) each Benefit Plan intended to be qualified under Section 401(a) of the Code has a current favorable determination letter (or, in the case of a master and prototype or regional prototype plan, a favorable opinion or notification letter, as applicable) or an application therefore is pending with the IRS, (iv) no event has occurred which could cause any of the Benefit Plans to become disqualified or fail to comply with the applicable requirements of Section 401(a) of the Code, or that would otherwise cause a distribution therefrom that is otherwise eligible for rollover treatment under Section 408 of the Code to be ineligible to be rolled into an individual retirement account or a plan that is qualified under Section 401(a) of the Code.

(c) Except as set forth on Schedule 3.13, for the past six (6) years, neither the General Partner nor any ERISA Affiliate of either the General Partner or the General Partner’s sponsors, has maintained, contributed to, or been required to contribute to an employee benefit plan that is (i) a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, (ii) subject to Title IV of ERISA, Sections 302 or 303 of ERISA or Sections 412 or 436 of the Code, or (iii) a multiple employer plan as defined in Section 413(c) of the Code. ERISA Affiliate shall mean any entity that would be treated as a single employer with the General Partner or any of its subsidiaries under the provisions of the Code and ERISA.

(d) None of the Benefit Plans listed on Schedule 3.13 that are “welfare benefit plans,” within the meaning of Section 3(1) of ERISA, provide for continuing benefits or coverage after termination or retirement from employment, except for COBRA rights under a “group health plan” as defined in Section 4980(B)(g) of the Code and Section 607 of ERISA. The consummation of the transactions contemplated hereby will not (i) result in an increase in or accelerate the vesting

of any of the benefits available under any benefit plan, or (ii) otherwise entitle any employee to severance pay or any other payment from the General Partner.

(a) Except as set forth on Schedule 3.17, all employees of the Hospital are employees of the General Partner. To Sellers’ knowledge, there is no pending or threatened employee strike, work stoppage, picketing activity or other labor dispute pertaining to any employees of the General Partner. Except as set forth on Schedule 3.17, no employees of the General Partner are represented by a labor union with respect to their employment. Neither the General Partner nor the Partnership is a party to any collective bargaining agreement or other

contract with any labor union or other employee bargaining representative. To Sellers’ knowledge, no labor union or other employee bargaining representative is engaged in or seeking to be engaged in collective bargaining or other union organizing activity with respect to any employees of the General Partner. There is no pending or threatened unfair labor practice claim against the General Partner or the Partnership before the National Labor Relations Board.

(b) Except as set forth in Schedule 3.17, the General Partner is in compliance in all material respects with all legal requirements relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, payment of employment, social security, and similar taxes, occupational safety and health, employee terminations and plant closings. Each current employee of the General Partner, and each employee terminated within the past three (3) years, has completed, and the General Partner has retained, an Immigration and Naturalization Service Form I-9, to the extent required by applicable rules and regulations. The General Partner is not liable for the payment of any compensation, overtime pay, damages, taxes, fines, penalties, interest, or other amounts, however designated, for failure to comply with any of the foregoing legal requirements. Except as set forth on Schedule 3.17, there are no pending or, to the knowledge of Sellers, threatened administrative charges, claims, investigations, or compliance reviews before the Wage and Hour Division of the U.S. Department of Labor, the Office of Federal Contract Compliance Programs or the Equal Employment Opportunity Commission (or any comparable state or local agency or commission responsible for enforcement of laws, regulations, rules or ordinances regarding employment discrimination, wage and hour, or affirmative action), or complaints or investigations involving the Occupational Safety and Health Administration (or any comparable state safety or health administration or other entity).

(c) Schedule 3.17 states or will state the number of employees terminated by the General Partner within ninety (90) days prior to the Closing Date, laid off by the General Partner within the six (6) months prior to the Closing Date, or whose hours of work have been reduced by more than fifty percent (50%) by the General Partner in the six (6) months prior to the Closing Date, and contains a complete and accurate list of the following information for such employees: (i) the date of termination, layoff, or reduction in work hours; (ii) the reason for termination, layoff, or reduction in work hours; and (iii) the location to which the employee was assigned. In relation to the foregoing, except as set forth in Schedule 3.17, the General Partner has not violated the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state or local legal requirements.

(a) The Contracts constitute legal, valid and binding obligations of the Partnership and, to the knowledge of Sellers, the other parties with respect thereto, and are enforceable against the Partnership and, to the knowledge of Sellers, the other parties with respect thereto in accordance with their terms;

(b) Each Material Contract constitutes the entire agreement by and between the respective parties thereto with respect to the subject matter thereof;

(c) Except as set forth on Schedule 3.18(c), all obligations required to be performed by the Partnership and, to the knowledge of Sellers, the other parties with respect thereto prior to the date hereof under the terms of the Contracts have been performed, and no acts or omissions by the Partnership and, to the knowledge of Sellers, the other parties with respect thereto have occurred or failed to occur which, with the giving of notice, the lapse of time or both would constitute a breach or default by the Partnership and, to the knowledge of Sellers, the other parties with respect thereto under the Contracts; and

(d) Except as set forth on Schedule 3.18(d), none of the Contracts requires consent to a change in control of the Partnership.

(e) Except as expressly set forth on Schedule 3.18(e), the assignment of the Assigned Contracts to and assumption of the Assigned Contracts by Buyer or its Affiliate will not result in any penalty or premium, or variation of the rights, remedies, benefits, or obligations of any party thereunder.

(a) are within its corporate powers, are not in contravention of corporate law or of the terms of its organizational documents, and have been duly authorized by all appropriate corporate action;

(b) except as contemplated by Sections 6.1 and 6.2, do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority;

(c) will neither conflict with nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which it is a party or by which it is bound;

(d) will not violate any statute, law, rule or regulation of any governmental authority to which it may be subject; and

(e) will not violate any judgment, decree, writ or injunction of any court or governmental authority to which it may be subject.

(a) not sell, remove or transfer, or cause or permit any encumbrance to be placed on, any of the Partnership’s (i) material tangible assets or (ii) interest in the Owned Real Property;

(b) keep in full force and effect present insurance policies or other comparable insurance pertaining to the Hospital;

(c) maintain staffing levels at the Hospital at adequate levels to support its operations consistent with the current operation of the Hospital;

(d) not enter into, amend, modify, terminate, renew or cancel any Contract except in the ordinary course of business and in compliance with all applicable laws;

(e) not enter into a new Contract with a physician or other referral source with respect to the operation of the Hospital;

(f) not waive, release, assign, settle or compromise any material rights or claims, or any Material Litigation or arbitration with respect to the operation of the Hospital. For purposes of this subsection “Material Litigation” shall mean any uninsured litigation with respect to the operation of the Hospital where damages sought under such litigation exceed two hundred fifty thousand dollars ($250,000) (but not class action litigation involving primarily facilities of Sellers or their Affiliates other than the Hospital).

(g) not (i) increase the compensation or benefits payable or to become payable to any Hospital employee, or any director, manager, officer or consultant of the Hospital, except in the ordinary course of business (including annual merit increases) or in accordance with existing contracts or personnel policies; (ii) grant or increase any rights to change in control, severance or termination payments or benefits to, or enter into any change in control, employment, consulting or severance agreement with, any Hospital employee; or (iii) revise any existing collective bargaining agreements or any collective bargaining agreements under negotiation to require Buyer, or any prospective buyer, to continue the employment of any employees covered by the collective bargaining agreements for any period of time in the event of a change of ownership of the Hospital without first obtaining Buyer’s prior written consent (which approval will not be unreasonably withheld, conditioned or delayed); or

(h) not (i) delay or accelerate payment of any account payable related to the operation of the Hospital in advance of or beyond its due date or the date such liability would have been paid in the ordinary course of business; or (ii) vary any inventory purchase practices of the Hospital in any material respect from past practices.

For purposes of this Section 5.3, Sellers shall be deemed to have obtained Buyer’s prior written consent to undertake the actions otherwise prohibited by this Section 5.3 if Sellers give Buyer written notice of a proposed action and Sellers do not receive from Buyer a written notice of objection to such action within ten (10) business days after Buyer receives Sellers’ written notice. Notwithstanding anything to the contrary and without limiting Buyer’s consent rights with respect

to the same, in the event that Sellers cause any of the Owned Real Property of the Partnership to be sold or otherwise divested to any third-party prior to the Closing, then the Purchase Price shall be reduced by an amount equal to eighty percent (80%) of the net proceeds (after third party transaction expenses) of the divestiture transaction.

(a) Title Commitment. Within thirty (30) days after the date hereof, Buyer, at its expense, shall obtain a current title commitment with respect to the Owned Real Property (the “Title Commitment”), from First American Title Insurance Company (the “Title Company”), together with legible copies of all exceptions to title referenced therein, sufficient for the issuance of an owner’s policy of title insurance for the Owned Real Property (the “Title Policy”). Buyer shall promptly, upon its receipt, forward a copy of the Title Commitment and exception documents to Sellers.

(b) Survey. Within forty-five (45) days after the date hereof, Buyer may, at its expense, obtain current as-built surveys of the Owned Real Property (the “Surveys”) or such portions thereof as Buyer elects. Buyer shall promptly upon its receipt furnish a copy of the Surveys to Sellers.

(c) Title Defects and Cure. The Title Commitment and the Surveys (to the extent obtained pursuant to Section 6.5(b) above) are collectively referred to as “Title Evidence”. Buyer shall notify Sellers within fifteen (15) days after its receipt of the last of the Title Evidence (the “Study Period”) of any liens, claims, encroachments, exceptions or defects disclosed in the

Title Evidence which do not constitute Permitted Encumbrances (collectively, “Defects”). Sellers, at their cost and expense, shall cure the objections on or before the Closing or Sellers may elect to not cure the objections and shall give written notice to Buyer within ten (10) days of their receipt of Buyer’s objections of their decision whereupon Buyer may waive such objections and close or may terminate this Agreement, which election shall be made within ten (10) days of its receipt of Sellers’ written notice. If Sellers fail to timely give such notice, Sellers shall be deemed to have elected not to cure the objections, whereupon Buyer may waive such objections and close or may terminate this Agreement, which election by Buyer shall be made within twenty (20) days following notice of objection to Sellers. Upon termination of this Agreement under the terms of this Section 6.5(c), no party to this Agreement shall have any further claims under this Agreement against any other party, except for matters that expressly survive termination of this Agreement. Any matters shown by the Title Evidence to which Buyer does not object or which are waived by Buyer as herein provided shall be deemed to be Permitted Encumbrances. Notwithstanding anything contained in this Section 6.5(c) to the contrary, at the Closing, Sellers shall cause all mortgages, deeds of trust, financing statements and other similar liens encumbering the Partnership’s fee interest in the Owned Real Property, and arising by, through or under Sellers, or any of their Affiliates, to be released (other than liens for taxes and assessments not yet due and payable and any mechanic’s or materialmen’s liens relating to the Assumed Liabilities). If any update of the Title Evidence is delivered to Buyer after the expiration of the Study Period which (i) discloses any title exception not disclosed in the Title Evidence last received by Buyer, (ii) such exception was created or first appeared in the public records after the expiration of the Study Period, and (iii) such exception does not constitute a Permitted Encumbrance (any such exception satisfying all of the foregoing requirements being referred to as a “New Title Exception”), then Buyer shall have ten (10) days following receipt of such update to the Title Evidence to notify Sellers in writing of its disapproval of any New Title Exception (a “New Title Objection”); if Buyer’s disapproval of any such New Title Exception is not so communicated to Sellers, the exception shall be considered a Permitted Encumbrance. Following any written disapproval notice by Buyer of a New Title Exception pursuant to this subsection, Sellers shall have ten (10) days from receipt of Buyer’s notice to notify Buyer whether Sellers agree to cure such New Title Objections before Closing (“New Title Response”). If Sellers do not timely give their New Title Response or timely give their New Title Response, but do not agree to cure all the New Title Objections before Closing, Buyer may, within five (5) days after the earlier of Sellers’ New Title Response or the deadline for the giving of Sellers’ New Title Response, as the case may be, notify Sellers of its decision to either terminate this Agreement or waive such New Title Objections and proceed to Closing and any such New Title Objections will be considered a Permitted Encumbrance.

(d) Costs. Section 12.9 shall govern which party or parties hereto shall bear the costs and expenses of the Title Commitment, the Title Policy and the Surveys.

(e) Vacant Land. Buyer shall have the option to remove the vacant land located at 5110 183A Toll Road, Cedar Park, Texas (the “Vacant Land”) from the proposed transaction if any material adverse findings are discovered in its diligence, and if the Vacant Land is removed from the proposed transaction, the Purchase Price will be reduced by Sixteen Million Dollars ($16,000,000). Buyer shall notify Sellers within sixty (60) days after a date hereof if Buyer determines to exercise such option to remove the Vacant Land from the proposed transaction.

(a) As of the Effective Time, the Partnership, Buyer, or Buyer’s designated contractor shall offer employment to any personnel of the Hospital who are employed by the General Partner (including any employees who, on the Closing Date, are actively at work or are on statutory family or medical leave, military leave, short-term disability, or other short-term leave of up to six (6) months, provided that any such employee, exclusive of those employees on military leave, provides to the applicable Buyer Entity a projected date of return that is within six (6) months from the Closing Date and that employment and benefit coverage continue to be provided by the General Partner in accordance with the General Partner’s benefit plans in effect as of the date of this Agreement) in positions and at compensation levels consistent with those being provided by the General Partner immediately prior to the Closing as set forth in the employee census delivered by Sellers to Buyer as promptly as practicable after the date of this Agreement (subject to any changes permitted under Section 5.3 hereof); provided that such persons meet all applicable accreditation standards and meet Buyer’s ordinary course pre-employment hiring procedures and practices (e.g., drug screen). Notwithstanding the foregoing, Buyer shall interview but shall not be obligated to hire the senior management personnel (i.e., CEO, COO, CFO and CNO) of the Hospital. The Employee Lease Agreement dated January 10, 2006, by and between

the General Partner and the Partnership shall be terminated by the parties following the disposition of those employees on leave of absence as of the Closing Date. Nothing herein shall be deemed to affect or limit in any way normal management prerogatives of Buyer or the Partnership with respect to employees or to create or grant to any such employees third party beneficiary rights or claims of any kind or nature.

(b) All employees who accept such offers and commence employment with the Partnership, Buyer, or Buyer’s designated contractor (the “Buyer Employees”) shall be credited with employment service with the General Partner prior to the Closing for purposes of eligibility and vesting purposes (but not for purposes of benefit accrual) under Buyer's employee benefit plans or programs (the “Buyer Plans”), unless such service credit is not allowed pursuant to the express terms of any insurance policy (or policies) or retirement plan used to fund the benefits provided under such Buyer Plans, in which case such service credit will not be allowed just for such insured plan(s). Buyer shall offer or cause to be offered enrollment in the appropriate Buyer Plan that is a group health plan to any such employee together with the eligible dependents of such employee. With the exception as noted above for employees on leave of absence as of the Closing Date, the parties agree that none of the employees providing services to the Partnership after the Closing will be employed by the General Partner.

(c) As of the Effective Time, Sellers shall take all legal and other actions so that the Partnership shall cease to be an adopting employer under all Seller Benefit Plans as of the Effective Time.

(d) Within the period of ninety (90) days prior to the Closing, the General Partner shall not violate the Worker Adjustment and Retraining Notification Act (the “WARN Act”), 29 U.S.C. §2101 et seq. and/or the regulations thereunder. With respect to terminations of employees prior to the Closing, Sellers shall be responsible for any legally required notifications. With respect to terminations of employees following the Closing, Buyer shall be responsible for any legally required notifications.

(e) Sellers shall take all actions necessary to ensure that the amount of accrued vacation and holiday benefits for any non-exempt employee will not exceed three hundred and twenty (320) hours as of the Closing Date. Within thirty (30) days of the Closing Date, the Partnership shall have paid out to each non-exempt employee any accrued vacation and holiday benefits in excess of three hundred twenty (320) hours. For the avoidance of any doubt, accrued vacation and holiday benefits for exempt employees and any extended illness bank benefits will be resolved according to the General Partner’s policies and practices and no such benefits will transfer to Buyer at the Closing Date.

(f) In accordance with applicable laws, starting on the date of this Agreement and continuing for six (6) months after the Closing Date, Sellers shall work with Buyer in good faith to provide requested records and files of employees for the purposes of extending offers and ongoing employment through closing; and Sellers will provide reasonable access to its benefits, payroll and HR personnel at reasonable times to answer questions from Buyer regarding benefits, payroll, personnel and similar questions in order to ensure a smooth and timely transition of employment.

(a) Except as otherwise set forth in this Agreement, upon consummation of the Closing, each of the Partnership and Buyer, for itself, and on behalf of its directors, managers, officers, employees, agents, assigns, representatives, predecessors in interest, successors, subsidiaries, divisions, Affiliates and all related companies and entities, does hereby release, acquit and forever discharge Sellers, and each and every one of their present and former directors, managers, officers, employees, agents, assigns, representatives, predecessors in interest, successors, subsidiaries, divisions, Affiliates and all related companies and entities (individually, a “Seller Party” and collectively, the “Seller Parties”) from and against any and all claims, demands, assertions, disputes, disagreements, indebtedness, rights, actions, causes of action, costs, expenses, compensation and damages of any kind whatsoever and any other claim whatsoever arising out of or in any way related to (i) the business, conduct and operation of the Partnership and the Hospital from January 10, 2006, until the Effective Time; and (ii) the actual or alleged breach or nonperformance of the Partnership Agreement or the Management Agreement, and the duties and responsibilities therein set forth, excluding (A) those obligations arising directly under this Agreement or any other agreements or instruments contemplated herein or related hereto, ancillary to this Agreement, and (B) any rights and remedies of Sellers and their Affiliates under Section 12.17.

(b) Except as otherwise set forth in this Agreement, upon consummation of the Closing, each Seller, for itself, and on behalf of its directors, managers, officers, employees, agents, assigns, representatives, predecessors in interest, successors, subsidiaries, divisions, Affiliates and all related companies and entities, does hereby release, acquit and forever discharge the Partnership and Buyer, and each and every one of their present and former directors, managers, officers, employees, agents, assigns, representatives, predecessors in interest, successors, subsidiaries, divisions, Affiliates and all related companies and entities (individually, a “Buyer

Party” and collectively, the “Buyer Parties”) from and against, any and all claims, demands, assertions, disputes, disagreements, indebtedness, rights, actions, causes of action, costs, expenses, compensation and damages of any kind whatsoever and any other claim whatsoever arising out of or in any way related to (i) the business, conduct and operation of the Partnership and the Hospital from January 10, 2006, until the Effective Time; and (ii) the actual or alleged breach or nonperformance of the Partnership Agreement, and the duties and responsibilities therein set forth, excluding (A) those obligations arising directly under this Agreement or any other agreements or instruments contemplated herein or related hereto, ancillary to this Agreement and (B) any rights and remedies of Buyer and its Affiliates under Section 12.17.

(a) Upon consummation of the Closing, except for any claims under this Agreement, neither the Partnership nor Buyer, nor anyone acting on their behalf or at their direction, shall thereafter institute, cause to be filed, or promote any action, whether civil, administrative or otherwise against any Seller or any of its Affiliates arising out of or in any way related to (i) the business, conduct and operation of the Partnership or the Hospital from January 10, 2006, until the Effective Time; and (ii) the actual or alleged breach or nonperformance under the Partnership Agreement or the Management Agreement, and the duties and responsibilities set forth therein.

(b) Upon consummation of the Closing, except for any claims under this Agreement, neither Seller or any of its Affiliates nor anyone acting on its behalf or at its direction, shall thereafter institute, cause to be filed, or promote any action, whether civil, administrative or otherwise against the Partnership, the Subsidiary or Buyer or any of their Affiliates arising out of or in any way related to (i) the business, conduct and operation of the Partnership or the Hospital from January 10, 2006, until the Effective Time; and (ii) the actual or alleged breach or nonperformance under the Partnership Agreement, and the duties and responsibilities set forth therein.

(a) Buyer shall timely prepare all cost reports for the Partnership with respect to cost reporting periods ending after the Effective Time (each a “Buyer Cost Report”), and Sellers shall timely prepare all cost reports for the Partnership with respect to cost reporting periods ending prior to the Effective Time (each a “Seller Cost Report”). As used herein, the term “Partnership Cost Reports” shall mean all cost reports relating to the Partnership for periods before or after the Effective Time, including Seller Cost Reports or Buyer Cost Reports. Buyer shall, within five (5) business days after receipt by Buyer or the Partnership, forward to Sellers any and all correspondence relating to any Seller Cost Report. Sellers shall retain all rights to appeal and reopen any Seller Cost Report. All rights to, and liabilities, obligations or receivables arising from, settlements and retroactive adjustments, if any, related to all Seller Cost Reports, including any

reserves relating to such reports, shall be allocated between Sellers and Buyer in proportion to their respective ownership percentages in the Partnership prior to the Effective Time (i.e., 80% for Sellers and 20% for Buyer). Accordingly, Buyer shall, within five (5) business days after receipt by Buyer or the Partnership, (i) remit to Sellers eighty percent (80%) of any receipts of funds relating to any Seller Cost Report, and (ii) forward to Sellers any demand for payments from third party payors relating to any Seller Cost Report. Buyer shall, and shall cause the Partnership to, maintain the originals of all Partnership Cost Reports, correspondence, work papers and other documents relating to Partnership Cost Reports for examination and copying by Sellers as provided in Section 10.2.

(b) Buyer shall, and shall cause the Partnership to, cooperate with Sellers in regard to any preparation, filing, handling, reopening or appeals of the Seller Cost Reports, including in connection with any cost report disputes or claim adjudication matters related to such cost reports. Such cooperation shall include Buyer (i) consistent with Section 10.2, allowing Sellers to examine and make copies of the books and records transferred to Buyer or retained by the Partnership at the Closing, (ii) providing statistics and obtaining books and records, (iii) coordinating with Sellers in connection with Medicare and Medicaid exit conferences or meetings, (iv) making employees of Buyer, the Partnership, and their Affiliates available to assist with any of the foregoing and (v) causing a duly authorized officer of the Partnership to execute any Seller Cost Report or any other document in connection therewith that Sellers are required or otherwise chooses to file after the Closing. All such cooperation by Buyer and the Partnership shall be without cost to Sellers, except with respect to reimbursement of out-of-pocket expenses of Buyer and the Partnership. The required assistance by Buyer and the Partnership shall be rendered in such a manner as not to interfere unreasonably with the operations of the Hospital.

(c) Buyer and the Partnership agree, (i) not to amend or reopen without Sellers’ prior written consent, any Seller Cost Report and (ii) upon the prior written request of Sellers, to reopen any Seller Cost Report. Consistent with paragraph (b) above, Buyer shall, and shall cause the Partnership to, cooperate with Sellers in regard to any reopened Seller Cost Report.

(d) Buyer shall be responsible for the Partnership’s preparation of the initial Partnership Cost Reports (the “Initial Cost Reports”) to be filed by Buyer for the Partnership for the first cost report period following the Closing, subject to Sellers’ right to approve the Initial Cost Reports to be filed. Sellers’ approval of the Initial Cost Reports shall not be unreasonably withheld. Sellers will assist the Buyer with preparation of the initial cost reports by providing all information required for the periods prior to the Effective Time. Each party shall be entitled to, or be responsible for, a pro rata share of any receivable or payable resulting from the Initial Cost Reports as delineated in Section 1.9.

(e) Buyer shall have the right, subject to Sellers’ approval, which shall not be unreasonably withheld, to appeal or settle any matter, claim, liability or payment with respect to the Initial Cost Reports or any audit thereof. Sellers agree to cooperate in connection with the preparation and filing of the Initial Cost Reports by providing Buyer within forty-five (45) days following the end of the cost-reporting period, all information requested by Buyer relating to the period of ownership of the Partnership prior to the Effective Time. In the event Buyer and Sellers are unable to agree on any matter requiring the approval of both parties hereunder, the dispute shall be submitted to an independent certified public accounting firm as Sellers and Buyer may then

mutually agree upon in writing and the decision of such firm shall be binding upon Sellers and Buyer.

(f) Seller agrees to cooperate in connection with (i) the DSH/UC SFY26 application, (ii) S-10 filings for periods of time that data is still on Seller or its Affiliate’s systems, and (iii) Support for PGY6CHIRP applications, and such cooperation shall include, without limitation providing all data reasonably requested by Buyer in a timely manner.

(a) Buyer and Sellers shall be liable under Section 11.1(i) or Section 11.2(i), as applicable, only when total indemnification claims exceed Two Million Three Hundred Thousand Dollars ($2,300,000) (the “Basket Amount”), after which Buyer or Sellers, as applicable, shall be liable only for the amount in excess of the Basket Amount. No party shall be liable for any indemnification pursuant to Section 11.1(i) or Section 11.2(i), as applicable, for any claims for misrepresentations and breaches of warranty which are the basis upon which any other party shall have failed to consummate the transactions described herein pursuant to Section 7.1 or Section 8.1, as applicable, or which are based upon misrepresentations and breaches of warranty which have been waived pursuant to the initial paragraph of Section 7 or Section 8, as applicable. The liability of Buyer and Sellers for indemnification under Section 11.1(i) or Section 11.2(i) (i.e., for misrepresentations and breaches of warranties), respectively, shall be limited to an amount equal to twenty-five percent (25%) of the Purchase Price (the “R&W Indemnification Cap”). Further, and subject to the R&W Indemnification Cap, the liability of Sellers for any Loss incurred by any Buyer Indemnified Party under Section 11.2(i) shall be equal to eighty percent (80%) of the Loss incurred by such Buyer Indemnified Party. Notwithstanding the foregoing provision of this Section 11.3(a), the limitation on liability, the R&W Indemnification Cap and the Basket Amount shall not apply to claims arising under Section 11.1(i) or Section 11.2(i) resulting from the intentional misrepresentation or fraud by the indemnifying party.

(b) The liability of Buyer for any Loss incurred by any Seller Indemnified Party under Section 11.1(iii) (i.e., for Retained Liabilities), shall be equal to twenty percent (20%) of the Loss incurred by such Seller Indemnified Party.

(c) The liability of Sellers for any Loss incurred by any Buyer Indemnified Party under Section 11.2(iii) (i.e., for Retained Liabilities), shall be equal to eighty percent (80%) of the Loss incurred by such Buyer Indemnified Party.

(a) It is understood by the parties hereto that the information, documents, and instruments delivered to Buyer by Sellers and their agents and the information, documents, and instruments delivered to Sellers by Buyer and its agents are of a confidential and proprietary nature. Each of the parties hereto agrees that prior to the Closing it will maintain the confidentiality of all such confidential information, documents, or instruments delivered to it by each of the other parties hereto or their agents in connection with the negotiation of this Agreement or in compliance with the terms, conditions, and covenants hereof and will only disclose such information, documents, and instruments to its duly authorized officers, members, directors, representatives, and agents (including consultants, attorneys, and accountants of each party) and applicable governmental authorities in connection with any required notification or application for approval or exemption therefrom. Each of the parties hereto further agrees that if the transactions contemplated hereby are not consummated, it will return all such documents and instruments and all copies thereof in its possession to the other parties to this Agreement.

(b) Sellers acknowledge that the success of transactions contemplated under this Agreement after the Closing depends upon the continued preservation of the confidentiality of certain information possessed by Sellers or their Affiliates, agents and representatives, that the preservation of the confidentiality of such information by Sellers is an essential premise of the bargain between Sellers and Buyer, and that Buyer would be unwilling to enter into this Agreement in the absence of this Section 12.10. Accordingly, Sellers hereby agree that Sellers will not, and Sellers will cause their Affiliates, agents and representatives not to, at any time on or after the Closing Date, directly or indirectly, without the prior written consent of Buyer, disclose or use any confidential or proprietary information involving or relating to the Hospital or the operations thereof; provided, however, that the information subject to the foregoing provisions of this

sentence will not include any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof); and provided, further, that the provisions of this Section 12.10 will not prohibit any retention of copies of records or disclosure (a) required by any applicable legal requirement so long as reasonable prior notice is given of such disclosure and a reasonable opportunity is afforded to contest the same or (b) made in connection with the enforcement of any right or remedy relating to this Agreement.

(c) Each of the parties hereto recognizes that any breach of this Section 12.10 would result in irreparable harm to the other party to this Agreement and its Affiliates (as defined in Section 12.18 below) and that therefore either Sellers or Buyer shall be entitled to an injunction to prohibit any such breach or anticipated breach, without the necessity of posting a bond, cash, or otherwise, in addition to all of its other legal and equitable remedies. Nothing in this Section 12.10, however, shall prohibit the use of such confidential information, documents, or information for such governmental filings as in the opinion of Sellers’ counsel or Buyer's counsel are required by law or governmental regulations or are otherwise required to be disclosed pursuant to applicable state law.

Sellers: CHS/Community Health Systems, Inc.

c/o CHSPSC, LLC

4000 Meridian Boulevard

Franklin, Tennessee 37067

Attention: Executive Vice President,

Operations & Development

With a simultaneous copy to: CHSPSC, LLC

4000 Meridian Boulevard
Franklin, Tennessee 37067
Attention: General Counsel

Buyer: Ascension Health
4600 Edmundson Road
St. Louis, MO 63134
Attn: Eduardo Conrado, President

With a simultaneous copy to: Ascension Health
4600 Edmundson Road
St. Louis, MO 63134
Attn: Christine McCoy, Executive Vice President & General Counsel
 

or to such other address, and to the attention of such other person or officer as any party may designate, with copies thereof to the respective counsel thereof as notified by such party.

(a) The compromise, settlement, release, change, modification, amendment (except to the extent of such compromise, settlement release, change, modification or amendment) of any or all of the obligations, duties, covenants, or agreements of any party under this Agreement or any ancillary documents hereto; or

(b) The extension of the time for performance of payment of money pursuant to this Agreement, or of the time for performance of any other obligations, covenants or agreements under or arising out of this Agreement or any ancillary documents hereto or the extension or the renewal thereof.

(a) The compromise, settlement, release, change, modification, amendment (except to the extent of such compromise, settlement release, change, modification or amendment) of any or all of the obligations, duties, covenants, or agreements or any party under this Agreement or any ancillary documents hereto; or

(b) The extension of the time for performance of payment of money pursuant to this Agreement, or of the time for performance of any other obligations, covenants or agreements under or arising out of this Agreement or any ancillary documents hereto or the extension or the renewal thereof.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals by their authorized officers, all as of the date first above written.

SELLERS:

CP HOspital GP, LLC

CPLP, LLC

TRIAD HOLDINGS V, LLC

timberland medical group

REGIONAL EMPLOYEE ASSISTANCE PROGRAM

By: /s/ R. Gabriel Ottinger

Name: R. Gabriel Ottinger

Title: Senior Vice President and Treasurer

CHS:

CHS/community health systems, inc.

By: /s/ R. Gabriel Ottinger

Name: R. Gabriel Ottinger

Title: Senior Vice President and Treasurer

BUYER:

ASCENSION TEXAS (f/k/a DAUGHTERS OF CHARITY HEALTH SERVICES OF AUSTIN D/B/A SETON HEALTHCARE NETWORK)

By: /s/ Christine K. McCoy

Name: Christine K. McCoy

Title: EVP & General Counsel, Ascension

ASCENSION:

ASCENSION HEALTH

By: /s/ Christine K. McCoy

Name: Christine K. McCoy

Title: EVP & General Counsel, Ascension

COMPANY:

CEDAR PARK HEALTH SYSTEM, L.P.

By: CP Hospital GP, LLC

The General Partner

By: /s/ R. Gabriel Ottinger

Name: R. Gabriel Ottinger

Title: Senior Vice President and Treasurer