DRAFTMarch 16,

2018

ASSET PURCHASE AGREEMENT

BY AND AMONG

DICKINSON COUNTY HEALTHCARE SYSTEM,

AND

BELLIN HEALTH SYSTEMS, INC.

March _, 2018

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TABLE OF CONTENTS

Page

1. PURCHASE OF ASSETS.......................................................................................................11.1 Assets...............................................................................................................................11.2 Excluded Assets...............................................................................................................41.3 Assumed Liabilities.........................................................................................................51.4 Excluded Liabilities.........................................................................................................51.5 Purchase Price..................................................................................................................71.6 Closing Estimates and Payment Obligation Cap.............................................................81.7 Transition Patients...........................................................................................................81.8 Meaningful Use Funds.....................................................................................................9

2. CLOSING................................................................................................................................92.1 Closing.............................................................................................................................92.2 Actions of DCHS at Closing..........................................................................................102.3 Actions of the Buyer Entities at Closing.......................................................................11

3. REPRESENTATIONS AND WARRANTIES OF DCHS....................................................123.1 Existence, Capacity and Capitalization.........................................................................123.2 Powers; Consents; Absence of Conflicts With Other Agreements, Etc........................123.3 Binding Agreement........................................................................................................133.4 Financial Statements......................................................................................................133.5 Absence of Certain Changes..........................................................................................133.6 Licenses.........................................................................................................................143.7 Government Health Care Program Participation/Accreditation....................................153.8 Regulatory Compliance.................................................................................................173.9 Equipment......................................................................................................................183.10 Real Property.................................................................................................................183.11 Title to Other Assets......................................................................................................203.12 Employee Benefit Plans.................................................................................................203.13 Litigation or Proceedings...............................................................................................213.14 Environmental Laws......................................................................................................223.15 Taxes..............................................................................................................................233.16 Employee Relations.......................................................................................................233.17 The Contracts.................................................................................................................25

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TABLE OF CONTENTS(continued)

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3.18 Supplies..........................................................................................................................263.19 Insurance........................................................................................................................263.20 Third Party Payor Cost Reports.....................................................................................263.21 Medical Staff Matters....................................................................................................273.22 Full Disclosure...............................................................................................................273.23 Experimental Procedures...............................................................................................273.24 No Other Subsidiaries....................................................................................................273.25 Intellectual Property.......................................................................................................273.26 Compliance Program.....................................................................................................28

4. REPRESENTATIONS AND WARRANTIES OF BELLIN AND the BUYER ENTITIES28

4.1 Existence and Capacity..................................................................................................284.2 Powers; Consents; Absence of Conflicts With Other Agreements, Etc........................284.3 Binding Agreement........................................................................................................284.4 Availability of Funds.....................................................................................................294.5 Full Disclosure...............................................................................................................29

5. COVENANTS OF DCHS PRIOR TO CLOSING................................................................295.1 Information....................................................................................................................295.2 Operations......................................................................................................................295.3 Negative Covenants.......................................................................................................305.4 Governmental Approvals...............................................................................................315.5 Additional Financial Information..................................................................................315.6 No-Shop Clause.............................................................................................................325.7 Efforts to Close..............................................................................................................325.8 Insurance Ratings...........................................................................................................325.9 Real Property Disclosure...............................................................................................325.10 Consents and Estoppels.................................................................................................325.11 Employees......................................................................................................................335.12 Fifth Third Indebtedness................................................................................................33

6. COVENANTS OF Bellin PRIOR TO CLOSING.................................................................336.1 Governmental Approvals...............................................................................................336.2 Title Commitment and Survey.......................................................................................33

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TABLE OF CONTENTS(continued)

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6.3 Efforts to Close..............................................................................................................347. CONDITIONS PRECEDENT TO OBLIGATIONS OF BELLIN AND THE BUYER ENTITIES......................................................................................................................................34

7.1 Representations/Warranties...........................................................................................347.2 Approvals, Clearances and Licenses.............................................................................357.3 Title Policy.....................................................................................................................357.4 Actions/Proceedings......................................................................................................367.5 No Material Adverse Change........................................................................................367.6 Insolvency......................................................................................................................367.7 Material Consents..........................................................................................................367.8 Vesting/Recordation......................................................................................................377.9 Closing Statement Approval..........................................................................................377.10 Environmental Survey...................................................................................................377.11 Closing Deliveries.........................................................................................................377.12 Retirement Plan Matter..................................................................................................37

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF DCHS...........................................378.1 Representations/Warranties...........................................................................................388.2 Governmental Approvals...............................................................................................388.3 Actions/Proceedings......................................................................................................388.4 Closing Deliveries.........................................................................................................38

9. Restrictive covenants.............................................................................................................389.1 Covenant Not to Compete.............................................................................................389.2 Covenant Not to Solicit.................................................................................................389.3 Breach............................................................................................................................39

10. ADDITIONAL AGREEMENTS.......................................................................................3910.1 Allocation of Purchase Price.........................................................................................3910.2 Termination Prior to Closing.........................................................................................3910.3 Post-Closing Access to Information..............................................................................4010.4 Preservation and Access to Records After the Closing.................................................4010.5 Tax and Medicare Effect...............................................................................................4110.6 Reproduction of Documents..........................................................................................4110.7 Cooperation on Tax Matters..........................................................................................42

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TABLE OF CONTENTS(continued)

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10.8 Cost Reports...................................................................................................................4210.9 Misdirected Payments, Etc............................................................................................4210.10 Employee Matters......................................................................................................4310.11 Use of Controlled Substance Permits........................................................................4310.12 Access to Records Including as to Recovery and Audit Information........................4410.13 Tail Insurance............................................................................................................4410.14 Continuation of Operation of Hospital; Charity Care................................................4410.15 Governance................................................................................................................44

11. INDEMNIFICATION.......................................................................................................4511.1 Indemnification by the Buyer Entities...........................................................................4511.2 Indemnification by DCHS.............................................................................................4511.3 Limitations.....................................................................................................................4611.4 Notice and Control of Litigation....................................................................................4611.5 Notice of Claim..............................................................................................................4711.6 Mitigation......................................................................................................................47

12. MISCELLANEOUS..........................................................................................................4812.1 Schedules.......................................................................................................................4812.2 Due Diligence................................................................................................................4812.3 Additional Assurances...................................................................................................4812.4 Consented Assignment..................................................................................................4912.5 Consents, Approvals and Discretion..............................................................................4912.6 Choice of Law................................................................................................................4912.7 Benefit/Assignment.......................................................................................................4912.8 No Brokerage.................................................................................................................4912.9 Cost of Transaction........................................................................................................4912.10 Confidentiality...........................................................................................................5012.11 Public Announcements..............................................................................................5112.12 CON Disclaimer........................................................................................................5112.13 Waiver of Breach.......................................................................................................5112.14 Notice.........................................................................................................................5112.15 Severability................................................................................................................5212.16 Gender and Number...................................................................................................52

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TABLE OF CONTENTS(continued)

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12.17 Divisions and Headings.............................................................................................5212.18 Survival......................................................................................................................5212.19 Affiliates....................................................................................................................5312.20 Waiver of Jury Trial...................................................................................................5312.21 Accounting Date........................................................................................................5312.22 No Inferences.............................................................................................................5312.23 Limited Third Party Beneficiaries.............................................................................5312.24 Entire Agreement/Amendment..................................................................................5312.25 Risk of Loss...............................................................................................................5412.26 Enforcement of Agreement........................................................................................54

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EXHIBITS

Description Exhibit

DCHS Entities.................................................................................................................................ABellin Entities..................................................................................................................................BCounty Real Property Escrow Agreement......................................................................................CLimited Power of Attorney.............................................................................................................D

SCHEDULES

Description Schedule

DCHS Owned Real Property and Leased Real Property......................................................1.1(a)(i)Contracts...........................................................................................................................1.1(a)(viii)County Owned Real Property..................................................................................................1.1(b)Excluded Assets............................................................................................................................1.2Assumed Liabilities......................................................................................................................1.3Estimated Third-Party Settlements...........................................................................................1.3(f)Other Liabilities........................................................................................................................1.3(g)Excluded Liabilities......................................................................................................................1.4Claims and obligations.............................................................................................................1.4(c)Indebtedness.............................................................................................................................1.5(d)NWC Accounting Principles....................................................................................................1.6(a)Estimates and Approval...........................................................................................................1.6(b)Jurisdictions..............................................................................................................................3.1(c)Powers; Consents; Absence of Conflicts With Other Agreements, Etc...................................3.2(b)Financial Statements.....................................................................................................................3.4Absence of Certain Changes.........................................................................................................3.5Licenses....................................................................................................................................3.6(a)Physician Licensing..................................................................................................................3.6(b)Government Health Care Program Compliance.......................................................................3.7(a)Written Notices.........................................................................................................................3.7(c)Corporate Integrity Agreement................................................................................................3.7(d)QualityNet Program..................................................................................................................3.7(e)Regulatory Compliance................................................................................................................3.8Real Property..............................................................................................................................3.10Real Property Zoning.............................................................................................................3.10(b)DCHS Owned Real Property Easements................................................................................3.10(c)Real Property Violations of Accessibility Laws....................................................................3.10(d)Tenant Leases.....................................................................................................................3.10(e)(i)Improvements....................................................................................................................3.10(e)(ii)Rent Rolls................................................................................................................................3.10(f)Notices of Modification, Etc..................................................................................................3.10(g)Encroachments........................................................................................................................3.10(i)

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Employee Benefit Plans.........................................................................................................3.12(a)ERISA....................................................................................................................................3.12(c)Litigation or Proceedings............................................................................................................3.13Environmental Laws...................................................................................................................3.14Underground Storage Tanks.................................................................................................3.14(vi)Environmental Permits........................................................................................................3.14(viii)Taxes...........................................................................................................................................3.15Employee Relations....................................................................................................................3.16No Threatened Strike..............................................................................................................3.16(a)No Pending Claims.................................................................................................................3.16(b)Employee Listing....................................................................................................................3.16(c)Agreements and Commitments...................................................................................................3.17Physician Contracts................................................................................................................3.17(a)Required Consents and Notices..............................................................................................3.17(d)Penalties, Premiums and Changes in Rights..........................................................................3.17(e)Affiliate Agreements...............................................................................................................3.17(f)Insurance.....................................................................................................................................3.19Third Party Payor Cost Reports..................................................................................................3.20Medical Staff Matters.................................................................................................................3.21Intellectual Property....................................................................................................................3.25Compliance Programs.................................................................................................................3.26Governmental Approvals.........................................................................................................4.2(b)Additional Financial Information.................................................................................................5.5Material Consents.........................................................................................................................7.7No Brokerage..............................................................................................................................12.8

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GLOSSARY OF DEFINED TERMS

Defined Term Section

Accessibility Laws 3.10(d)Affiliate 12.19Attorney General 5.4(b)Attorney General Consent 5.4(b)Agreement IntroductionAnti-Kickback Law 1.4(m)Assets 1.1(b)Assigned Contracts 1.1(a)(viii)Assignment and Assumption Agreement 2.2(c)Assumed Indebtedness 1.3(b)Assumed Liabilities 1.3Balance Sheet Date 3.4(a)Basket Amount 11.3Bellin IntroductionBellin Entity Recital BBellin Entities Recital BBenefit Plans 3.12(a)Board Member 10.15Board of Directors 10.15Buyer Employees 10.10(b)Buyer Entity Recital BBuyer Entities Recital BBuyer Indemnified Party(ies) 11.2Cash 1.2(a)CERCLA 3.14CHAMPVA 3.7(b)Closing 2.1Closing Date 2.1Closing Payment 1.5(b)Closing Statement 1.6(b)CMS 3.7(e)Contracts 1.1(a)(viii)County Owned Real Property 1.2(b)Current Insurance Policies 3.19DCHS Assets 1.1(a)DCHS Introduction

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Bellin Failure 10.2DCHS Failure 10.2DCHS Owned Real Property 1.1(a)(i)Defects 6.3(c)Dickinson County Memorial Hospital 1.1(a)(x)Effective Time 2.1EFT Accounts 1.1(a)(xvi)Employee Listing 3.16©EMTALA 3.8(e)Encumbrances 1.1(a)Environmental Laws 3.14Environmental Permits 3.14Environmental Reports 3.14ERISA 3.12(a)Escrow Agent 1.2(b)Escrow Agreement 1.2(b)Estimated Net Working Capital 1.6(b)Estimated Third-Party Settlements 1.3(f)Excluded Assets 1.2Excluded Liabilities 1.4Execution Date IntroductionFacilities Recital DFacility Employees 3.12(a)Facility Licenses 3.6(a)False Claims Act 1.4(m)Financial Statements 3.4Fundamental Representations 12.18GAAP 1.5(d)Government Entity 1.2(c)HIPAA 1.4(m)HITECH 1.8(a)Hospital Recital CIndebtedness 1.5(d)Indemnified Party 11.4Indemnifying Party 11.4Initial DCHS Directors 10.15Intellectual Property 3.25Investments 1.2(b)Law 1.2(c)Lease Assignments 2.2(a)Leased Real Property 1.1(a)(i)

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Licenses 3.6(a)Limited Sections 11.3Losses 11.1Material Consents 7.7Medical Records Custody Agreement 2.2(l)Medicare Hospital Quality Programs 3.7(e)Medicare Part B Quality Programs 3.7(e)Medicare Quality Programs 3.7(e)MHFCA 5.2(h)MNA Participants 3.12(e)MU Payments 1.8(a)Net Working Capital 1.6(a)NDA 12.24NREPA 3.14Non-MNA Participants 3.12(e)NWC Accounting Principles 1.6(b)OIG 3.7(d)Order 1.4(i)Payment Obligation Cap 1.6(c)Pension Amendments 3.12(e)Permitted Encumbrances 3.1Physician Contracts 3.17PIP 1.7(b)Post-Effective Time Periods 1.8(b)Pre-Effective Time Periods 1.8(a)Projections 7.5Purchase Price 1.5(a)RCRA 3.14Real Estate Escrow 1.1(b)Real Property 1.1(b)Restricted Business 9.1Restricted Period 9.1Retirement Plan 3.12(e)Seller Contracts 3.17Seller Cost Reports 10.8Seller Indemnified Party(ies) 11.1Seller's Title Response 6.2(c)SSA 3.16(d)Stark Law 1.4(m)State Health Agency 3.6(a)State Health Agency Licenses 3.6(a)

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Surveys 6.2(b)Survival Period 12.19Tax(es) 3.15Tax Return 3.15Tenant Leases 3.10(e)Title Commitments 6.2(a)Title Company 6.2(a)Title Evidence 6.2(c)Title Objection Notice 6.2(c)Title Policies 6.2(a)Total Payment Obligations 1.6©Transition Patients 1.7Transition Services 1.7WARN Act 3.16(c)

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March _, 2018 (the “Execution Date”), by and among DICKINSON COUNTY HEALTHCARE SYSTEM, a Michigan nonprofit corporation and municipal health facilities corporation (“DCHS”), and BELLIN HEALTH SYSTEMS, INC., a Wisconsin non-profit corporation (“Bellin”).

RECITALS:

A. The County of Dickinson Michigan, a Michigan municipal corporation, is the sole member of DCHS.

B. Bellin, following execution of this Agreement, intends to organize one or more wholly owned organizations to acquire the assets of DCHS (each a “Bellin Entity” and together, the “Bellin Entities”) (Bellin, together with the Bellin Entities are referred to individually as a “Buyer Entity” and collectively as the “Buyer Entities”).

C. DCHS owns and operates Dickinson County Memorial Hospital (the “Hospital”) and other health care facilities and businesses (the Hospital and the other health care facilities and businesses of DCHS shall collectively be referred to as the “Facilities”).

D. The County owns certain real property leased by DCHS in connection with its operations of the Facilities.

E. DCHS desires to sell to the Buyer Entities and the Buyer Entities desire to purchase the Assets (defined below), on the terms and conditions set forth in this Agreement.

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:

1. PURCHASE OF ASSETS.

1.1 Assets

.

(a) DCHS Assets . Subject to the terms and conditions of this Agreement, as of the Closing (as defined in Section 2.1 hereof), DCHS agrees to sell, convey, transfer, assign and deliver to the Buyer Entities free and clear of all liabilities, claims, liens, security interests, pledges, charges, options, rights of first refusal, preemptive rights, mortgages, limitation, encumbrance or restrictions of any kind, including, without limitation, any claims or liens by contractors, subcontractors, mechanics or material men (collectively, “Encumbrances”) other than the Assumed Liabilities (defined below), and the Buyer Entities agree to purchase, all of the

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assets owned or used by DCHS, other than the Excluded Assets (defined below) (the “DCHS Assets”), which DCHS Assets shall include, without limitation, the following:

i. fee simple title to the real property described on Schedule 1.1(a)(i) hereto, together with all improvements, any construction in progress, any other buildings and fixtures thereon, and all rights, privileges and easements appurtenant thereto (collectively, the “DCHS Owned Real Property”), and leasehold title to the real property that is leased by DCHS and described on Schedule 1.1(a)(i) (collectively, the “Leased Real Property”) and together with the DCHS Owned Real Property, the “DCHS Real Property”).

ii. all tangible personal property, including, without limitation, all major, minor or other equipment, vehicles, furniture and furnishings of DCHS;

iii. all supplies and inventory, including drug inventory, used or held for use in respect of the Facilities;

iv. assumable deposits, prepaid expenses and claims for refunds in connection with the Facilities that have continuing value to the Buyer Entities;

v. other current assets such as special assessment reserve, payroll advance, forgivable loans, and other receivables such as electronic health records, incentive payments pursuant to HITECH (defined below), workers compensation loss fund, and receivable for physician recruitment, provider tax (QAAP) receivable and 340B receivables pursuant to the 340B Drug Pricing Program;

vi. all claims, causes of action and judgments of DCHS against third-parties to the extent such claims relate to the condition of the Assets and, to the extent assignable, all warranties (express or implied) and rights and claims assertable by (but not against) DCHS related to the Assets;

vii. to the extent legally transferable, all right, title and interest in the financial, patient, medical staff and personnel records relating to the Facilities (including, without limitation, all equipment records, medical administrative libraries, medical records (in electronic/digital format and in paper format if records are not available in electronic/digital format), patient billing records, documents, catalogs, books, records, files, operating policies and procedures, manuals and current personnel records);

viii. all rights and interests in the contracts, commitments, leases, licenses, agreements, instruments and understandings (“Contracts”) listed on Schedule 1.1(a)(viii) hereto (the Contracts being assigned are referred to herein as the “Assigned Contracts”);

ix. all Licenses (defined herein), to the extent legally assignable and transferable, held by DCHS (including, without limitation, any pending or approved governmental approvals);

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x. all intellectual property (including, without limitation, the name “Dickinson County Memorial Hospital”), goodwill associated therewith, licenses and sublicenses granted in respect thereto and rights thereunder, remedies against infringements thereof and rights to protection of interests therein, including, without limitation, any computer software and programs which are proprietary to DCHS;

xi. all trade names, trademarks, and service marks of DCHS;

xii. to the extent legally transferable, all provider numbers;

xiii. DCHS’ insurance proceeds arising from pre-Effective Time incidents and DCHS’ assets held in connection with any self-funded insurance programs and reserves, if any;

xiv. all amounts payable to DCHS in respect of third-party payors pursuant to retrospective settlements (including, without limitation, pursuant to Medicare and Medicaid cost reports filed or to be filed by DCHS for periods prior to the Closing Date (defined herein)) and any reimbursement from Medicare or Medicaid as a result of any loss by DCHS on the disposal of any of the Assets for purposes of Medicare and Medicaid reimbursement;

xv. all accounts receivable (including the right to receive cash in an amount equal to the value of all patient receivables related to Government Health Care Programs (as defined herein) and other third-party patient claims due from beneficiaries or governmental third-party payors) arising from the rendering of services to patients at the Facilities, billed and unbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and existing in respect of services rendered up to the Effective Time;

xvi. the electronic funds transfer accounts of the Facilities (the “EFT Accounts”) and all information necessary to access the EFT Accounts;

xvii. all goodwill associated with the Facilities and DCHS Assets; and

xviii. all other assets and property of every kind, character or description owned, leased or licensed by DCHS, including without limitation, all of the assets and property used or held for use in the business of the Facilities or DCHS Assets, whether or not reflected on the Financial Statements (defined herein), wherever located and whether or not similar to the items specifically set forth above, and all other businesses and ventures owned by DCHS including DCHS’s interest in the Upper Peninsula Health Plan and any companion plans.

(b) County Owned Real Property . DCHS represents and warrants that, as of the date of this Agreement, County has deposited into escrow (the “Real Estate Escrow”), with Mouw & Celello, P.C., as escrow agent (the “Escrow Agent”) deeds conveying fee simple title to the real property described on Schedule 1.1(b) hereto, together with all improvements, any construction in progress, any other buildings and fixtures thereon, and all rights, privileges and easements appurtenant thereto (the “County Owned Real Property”) and together with the DCHS Owned Real Property, the “Owned Real Property”) pursuant to a form of escrow agreement

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previously agreed to by DCHS, the County and Bellin (the “Escrow Agreement”). (The DCHS Real Property and the County Owned Real Property are referred to, collectively, as the “Real Property;” the Real Property, collectively with DCHS Assets, are referred to as the “Assets.”) DCHS further represents and warrants that, as of the date of this Agreement, DCHS has further deposited into the Real Estate Escrow deeds conveying fee simple title to the County Owned Real Property. Subject to the terms and conditions of this Agreement and the Escrow Agreement, as of the Closing, DCHS agrees to sell, convey, transfer, assign and deliver to the Buyer Entities free and clear of all Encumbrances, and the Buyer Entities agree to purchase the fee simple title to the Real Property.

1.2 Excluded Assets

. Those assets of DCHS described below, together with any assets described on Schedule 1.2 hereto, shall be retained by DCHS (collectively, the “Excluded Assets”) and shall not be conveyed to the Buyer Entities:

(a) Cash and cash equivalents (“Cash”);

(b) Those marketable securities and investments, including unrestricted short-term, investments restricted under indentures for debt service and other long term investments, in each case, as are specifically set forth on Schedule 1.2 other than DCHS’s interest in Upper Peninsula Health Plan and companion plans (“Investments”);

(c) all DCHS records relating to (i) litigation files and records, cost report records relating to periods of time prior to Closing, tax returns and minute books, and (ii) the Excluded Assets and Excluded Liabilities to the extent that the applicable Buyer Entity does not need the same in connection with the operation of the Facilities or any of the other Assets, as well as all records which by any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law (“Law”) of any government, or any agency, bureau, board, directorate, commission, court, tribunal, arbitrator, department, official, authority, instrumentality, political subdivision, accreditation agency, self-regulated organization, non-governmental regulatory authority or quasi-governmental authority or other body, whether federal, state, municipal, foreign or local, including the Michigan Department of Health & Human Services and the Michigan Department of the Attorney General (each a “Government Entity”) DCHS is required to maintain in its possession;

(d) prepaid assets dedicated to DCHS’ benefit plans and any reserves or prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses);

(e) receivables from or obligations among DCHS and any of its Affiliates;

(f) any claims of DCHS against third parties to the extent that such claims relate to the Excluded Assets or Excluded Liabilities;

(g) all rights in connection with and the assets of DCHS’ employee benefit plans, including all pension related deferred outflows and other pension related assets; and

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(h) all refunding costs as part of deferred outflows of resources; and

(i) all rights of DCHS in any Contract that is not included in the Assigned Contracts.

1.3 Assumed Liabilities

. In connection with the conveyance of the Assets hereunder, the Buyer Entities shall assume, as of the Effective Time, the future payment and performance of the following liabilities (the “Assumed Liabilities”) of DCHS:

(a) all of DCHS’ current liabilities but only to the extent included in the determination of Net Working Capital (defined below);

(b) the Indebtedness of DCHS as set forth on Schedule 1.3, as such schedule may be updated from time to time prior to the Closing by Bellin (the “Assumed Indebtedness”);

(c) all obligations accruing, arising or to be performed after the Effective Time with respect to the Assigned Contracts;

(d) all obligations and liabilities as of the Effective Time in respect of accrued salary, wages, paid vacation and paid holiday benefits of employees at the Facilities who are hired by the Buyer Entities as of the Effective Time, and related taxes, but only to the extent included in the determination of Estimated Net Working Capital;

(e) other accrued current liabilities of DCHS as of the Effective Time, including deferred grant revenue, quality assurance assessment, workers compensation payable and deferred home health Medicare assessments, but only to the extent included in the determination of Net Working Capital;

(f) The Medicare settlements as set forth on Schedule 1.3(e), but only to the extent of the amounts set forth on Schedule 1.3(e) (the “Estimated Third-Party Settlements”); and

(g) such other liabilities as may be set forth on Schedule 1.3(g).

1.4 Excluded Liabilities

. Except for the Assumed Liabilities, the Buyer Entities shall not assume and under no circumstances shall the Buyer Entities be obligated to pay or assume, and none of the assets of the Buyer Entities shall be or become liable for or subject to any liability, indebtedness, commitment, or obligation of DCHS or the County, whether known or unknown, fixed or contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise (collectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities:

(a) any debt, obligation, expense or liability that is not an Assumed Liability;

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(b) claims or potential claims for medical malpractice or general liability relating to acts or omissions asserted to have occurred prior to the Effective Time;

(c) those claims and obligations (if any) specified in Schedule 1.4(c) hereto;

(d) any liabilities or obligations associated with or arising out of any of the Excluded Assets;

(e) liabilities and obligations of DCHS in respect of periods prior to the Effective Time arising under the terms of the Government Health Care Programs or third-party payor programs, including, but not limited to, overpayments arising from claims for services billed by DCHS to such third-party payor programs, and any liability arising pursuant to the Government Health Care Programs or any other third-party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement;

(f) federal, state or local tax liabilities or obligations of DCHS 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, any state and local recording fees and taxes which may arise upon the consummation of the transactions contemplated herein, and any FICA, FUTA, SUTA, workers’ compensation, and any and all other taxes or amounts due and payable as a result of the exercise by the employees at the Facilities of such employees’ right to vacation, sick leave, and holiday benefits accrued while in the employ of DCHS, provided, however that the above amounts shall not include those taxes described in Section 1.3(d);

(g) liability for any and all claims by or on behalf of any employee or former employee of DCHS related to any period prior to the Effective Time, including (but not by way of limitation (i) liability for any compensation related payments or benefits, including incentive compensation, commissions, bonuses, or change of control, retention, or termination payments or benefits, (ii) claims under any Benefit Plans, including (but not by way of limitation) any liability with respect to the Dickinson County Healthcare System Retirement Plan or for the payment of pre-Effective Time incurred but not reported claims under any Benefit Plan, or (iii) liability under any applicable law governing employer-employee relations, including (but not by way of limitation) liability for any U.S. Department of Labor, EEOC or state Fair Employment Practices Agency or state labor agency claim, ADA claim, FMLA claim, WARN Act claim, Michigan Health Facilities Corporation Act claim, NLRA claim, claim under Michigan’s Elliot Larsen Civil Rights Act or any other Michigan employment-related statute, wage or hour claim, equal pay claim, employment compensation claim, or workers compensation claim;

(h) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, DCHS or any of its Affiliates (as defined in Section 12.19) or any of their employees, medical staff members, agents, vendors or representatives with respect to acts or omissions prior to the Effective Time;

(i) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of DCHS, its Affiliates or, to the extent related to their services to DCHS, their directors, officers, employees and agents, claimed to violate any Law or order,

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writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Government Entity (“Order”);

(j) liabilities or obligations arising out of any breach by DCHS on or prior to the Effective Time of any Assigned Contract, including without limitation, any liability arising by virtue of the failure to obtain a required consent to the assignment by DCHS of any Assigned Contract to the appropriate Buyer Entity at Closing;

(k) liabilities or obligations arising out of any Contract that is not expressly assumed as an Assigned Contract;

(l) any debt, obligation, expense, or liability of DCHS arising out of or incurred solely as a result of any transaction of DCHS occurring after the Effective Time;

(m) any liability of DCHS relating to noncompliance with or violation of any federal or state Laws, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and any state or federal Law regulating fraud and abuse, including but not limited to the federal Anti-Kickback Law (42 U.S.C. § 1320a-7b(b) (the “Anti-Kickback Law”), the Ethics in Patient Referrals Act (42 U.S.C. § 1395nn) (the “Stark Law”), and the False Claims Act (31 U.S.C. § 3729 et seq.) (the “False Claims Act”) and any related regulations;

(n) any liabilities or obligations under any existing collective bargaining agreements, including but not limited to any grievances or arbitration demands;

(o) all liabilities and obligations under or with respect to any Environmental Law (defined below) to the extent arising in whole or in part prior to the Closing Date; and

(p) all liabilities and obligations relating to any oral agreements, oral contracts or oral understandings with any referral sources including, but not limited to, physicians and any physician owned Persons, unless reduced to writing, identified on Schedule 1.1(a)(viii) hereto, and expressly assumed as part of the Assigned Contracts.

1.5 Purchase Price

.

(a) The purchase price (the “Purchase Price”) for the Assets (including, for the avoidance of doubt, the County Owned Real Property) shall be the amount of the Closing Payment and the assumption by the Buyer Entities of the Assumed Liabilities.

(b) The “Closing Payment” means an amount equal to the difference between (i) DCHS’ estimated liabilities at Closing under (A) the Retirement Plan, plus (B) any Indebtedness of DCHS (other than Indebtedness owing to Bellin or any of its Affiliates under the Loan and Security Agreement or otherwise) that will not otherwise constitute Assumed Liabilities minus (ii) the aggregate of DCHS’ estimated Cash and Investments at Closing. The amount of the Closing Payment shall be calculated in accordance with Section 1.6 hereof and

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shall be subject to the approval of Bellin, which approval may be withheld in the sole discretion of Bellin.

(c) The Closing Payment shall be due and payable at the Closing to DCHS on behalf of all of DCHS by wire transfer of immediately available funds to an account designated by DCHS

(d) For purposes of this Agreement, “Indebtedness” shall mean, with respect to any Person, all obligations of such Person under leases required to be capitalized in accordance with GAAP and (ii) the deferred purchase price of property, assets, securities, businesses or services set forth on Schedule 1.5(d).

1.6 Closing Estimates and Payment Obligation Cap.

(a) Net Working Capital. As used herein, the term “Net Working Capital” shall mean the aggregate current assets of DCHS, but only to the extent included as Assets (and, for clarity, excluding those Excluded Assets which would otherwise be included in current assets), minus the aggregate current liabilities of DCHS, but only to the extent assumed constituting Assumed Liabilities (and, for clarity, excluding Third Party Settlements and those Excluded Liabilities which would otherwise be included in current liabilities), all as determined in accordance with generally accepted accounting principles (“GAAP”) and the NWC Accounting Principles; provided that, in any case with respect to the computation of Net Working Capital only the line items set forth as current assets and current liabilities in the sample calculations set forth on Schedule 1.6.

(b) Estimates and Approval. Attached hereto as Schedule 1.6 is a schedule of the mutually agreed upon Net Working Capital as of the date set forth on Schedule 1.6, together with the principles, specifications and methodologies used in determining such Net Working Capital (as illustrated on Schedule 1.6, the “NWC Accounting Principles”). At least ten (10) business days prior to Closing, DCHS shall deliver to Bellin a reasonable estimate (the “Closing Statement”) of (i) Net Working Capital (the “Estimated Net Working Capital”) as of the Closing Date, estimated in accordance with the NWC Accounting Principles, (ii) the Assumed Indebtedness, (iii) the amount of the Estimated Third Party Settlements, and (iv) the Closing Payment, in each case containing reasonable detail and supporting documents showing the derivation of such estimate. The Closing Statement and each of the components thereof, shall be subject to the approval of Bellin, which approval may be withheld in its sole discretion.

(c) Payment Obligation Cap. Notwithstanding anything to the contrary contained herein, in no event shall Bellin or any of the Buyer Entities be required to proceed with the Closing or consummate any of the transactions contemplated by this Agreement if, Bellin, in its sole discretion, determines that (i) the sum (the “Total Payment Obligations”) of (A) the Closing Payment, plus, (B) the amount of the Estimated Third Party Settlements, plus (C) the sum of all amounts advanced by Bellin to DCHS under the Loan and Security Agreement plus the outstanding amount of any debt of DCHS to Fifth Third Bank, N.A. (including, without limitation, any outstanding principal, accrued interest, fees and expenses) purchased by Bellin from Fifth Third Bank, N.A., or satisfied by Bellin through payments to Fifth Third Bank, N.A. (including, in each case, any costs, penalties or other amounts incurred or satisfied by Bellin in

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connection therewith), in each case, giving effect, solely for purposes of calculating the Total Payment Obligations, to any discounts to such outstanding amounts from Fifth Third Bank, N.A., plus (D) the amount, if any, by which the Estimated Net Working Capital is less than zero, minus (E) the amount, if any, by which the Estimated Working Capital exceeds zero, plus, (F) the amount of the Assumed Indebtedness, plus (G) the anticipated costs and disbursements to be borne by Bellin and the other Buyer Entities pursuant to Sections 10.13 and 12.9 hereof, and minus (H) the then recorded book value of the Upper Peninsula Health Plan investment, exceeds (ii) Forty Nine Million Dollars ($49,000,000) (the “Payment Obligation Cap”). For purposes of this provision, the term “Loan and Security Agreement” shall mean that certain Loan and Security Agreement, dated as of March 9, 2018, between Dickinson County Healthcare System and Bellin Memorial Hospital, Inc.

1.7 Transition Patients

. In regards to services rendered and medicine, drugs and supplies provided by DCHS up to the Effective Time with respect to patients who are admitted as inpatients to the Hospital prior to the Effective Time but who are not discharged until after the Effective Time (such patients being referred to herein as the “Transition Patients” and services rendered to them being referred to herein as the “Transition Services”), DCHS and the Buyer Entities shall take the following actions:

(a) Any payments received by DCHS for Transition Services provided prior to or after the Effective Time are the property of the Buyer Entities and shall be paid to the Buyer Entities, when and as received by DCHS, within twenty (20) business days of receipt. Any payments received by the Buyer Entities for Transition Services provided prior to or after the Effective Time are the property of the Buyer Entities and shall be retained by the Buyer Entities.

(b) If the Buyer Entities receive any amounts from any Government Health Care Program or other third-party payor program for disproportionate share payments, periodic interim payments (“PIP”) or costs paid for on a pass-through basis, such as capital costs, associated with the operation of the Hospital prior to or following the Effective Time, the Buyer Entities shall be entitled to retain such amounts. If DCHS receives any amounts from any Government Health Care Program or other third-party payor program for disproportionate share payments, PIP or costs paid for on a pass-through basis, such as capital costs, associated with the operations of the Hospital relating to periods prior to or following the Effective Time, DCHS shall tender the same to the Buyer Entities within twenty (20) business days of receipt.

(c) All payments required by this Section 1.7 shall be accompanied by copies of remittances and other supporting documentation as reasonably required by the Buyer Entities.

1.8 Meaningful Use Funds

.

(a) Matters Relating to Pre-Effective Time Meaningful Use Funds. DCHS shall be responsible for preparing, certifying and attesting for meaningful use payments (“MU Payments”) under the Medicare and Medicaid Electronic Health Records Incentive Program and

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Health Information Technology for Economic and Clinical Health (“HITECH”) Act in respect of the Facilities relating to periods ending on or prior to the Effective Time (“Pre-Effective Time Periods”). DCHS shall pay to Bellin any amount received by it, DCHS, or any of their Affiliates in respect of MU Payments relating to Pre-Effective Time Periods within twenty (20) days of receipt thereof by DCHS, DCHS, or any of its Affiliates.

(b) Matters Relating to Post-Effective Time Meaningful Use Funds. Bellin shall be responsible for preparing, certifying and attesting for MU Payments in respect of the Facilities relating to periods ending after the Effective Time (“Post-Effective Time Periods”), and shall be entitled to retain any MU Payments relating to Post-Effective Time Periods. DCHS shall pay to Bellin any amount received by it, DCHS, or any of their Affiliates in respect of MU Payments relating to Post-Effective Time Periods within twenty (20) days of receipt thereof by DCHS, DCHS, or any of its Affiliates.

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2. CLOSING.

2.1 Closing

. Subject to the satisfaction or waiver by the appropriate party of all of the conditions precedent to Closing specified in Sections 7 and 8 hereof, the consummation of the transactions contemplated by and described in this Agreement (the “Closing”) shall take place at the offices of Foley & Lardner, 321 North Clark, Chicago, IL, at 10:00 a.m. local time, on first day of the month following the month in which all of the conditions precedent to the obligations of the parties have been satisfied or waived (provided that, unless the parties mutually agree otherwise, in no event shall the Closing occur prior to the date that is fifteen days following such satisfaction), or at such other date or at such other location as the parties may mutually designate in writing (the date of consummation is referred to herein as the “Closing Date”). The Closing shall be effective as of 12:00:01 a.m., local time, on the Closing Date, or at such other time as the parties may mutually designate in writing (such time, the “Effective Time”).

2.2 Actions of DCHS at Closing

. At the Closing and unless otherwise waived in writing by Bellin, DCHS shall deliver, or cause to be delivered, to Bellin the following:

(a) Covenant deeds, fully executed by each of DCHS and the County in recordable form, conveying to the applicable Buyer Entity good and marketable fee title to the Owned Real Property, and assignments of leases, fully executed by DCHS, assigning to each applicable Buyer Entity leasehold title to the Leased Real Property, including assignment of DCHS as landlord in any Tenant Leases (defined in Section 3.10(e)) (the “Lease Assignments”), subject only to the Permitted Encumbrances (defined in Section 3.10) and the Assumed Liabilities;

(b) A General Assignment, Conveyance and Bill of Sale, fully executed by DCHS conveying to each applicable Buyer Entity all of DCHS’s right, title and interest in the Assets, free and clear of all Encumbrances other than the Assumed Liabilities and the Permitted Encumbrances;

(c) An Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), fully executed by DCHS, conveying to each applicable Buyer Entity DCHS’s interest in the Assigned Contracts;

(d) Copies of corporate resolutions duly adopted by the board of directors or similar governing body of DCHS, 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 DCHS;

(e) Copies of resolutions adopted by the County’s Board of Commissioners, authorizing and approving the performance by DCHS of the transactions contemplated hereby certified as true and of full force as of the Closing, by the County Clerk; provided, however, that

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DCHS represents and warrants that it has the authority to enter into this Agreement as of the date hereof and that this Agreement is binding upon DCHS;

(f) Certificate of the President or a Vice President of DCHS, certifying that each covenant and agreement of DCHS to be performed prior to or as of the Closing pursuant to this Agreement has been performed in all material respects and each representation and warranty of DCHS is true and correct in all material respects on the Closing Date, as if made on and as of the Closing;

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

(h) Certificates of existence and good standing of DCHS from the State of Michigan, dated the most recent practical date prior to the Closing;

(i) All certificates of title and other documents evidencing an ownership interest conveyed as part of the Assets;

(j) A standard form owner’s affidavit (modified as necessary to make factually accurate) and gap undertaking as required by the Title Company (as defined in Section 6.2 hereof) to issue the Title Policy (as defined in Section 6.2 hereof) as described in and provided by Section 7.3 hereof;

(k) A certification (in such form as may be reasonably requested by Bellin) conforming to the requirements of Treasury Regulations 1.1445-2(c)(3) and 1.897-2(h);

(l) A Medical Records Transfer and Custody Agreement (the “Medical Records Custody Agreement”), fully executed by DCHS, conveying to each applicable Buyer Entity DCHS’s interest in all patient medical records;

(m) A non-foreign affidavit executed by DCHS stating that DCHS is not a foreign Person for purposes of the Code;

(n) Terminations, in form and substance satisfactory to Bellin, of each of (i) the Lease Agreement dated October 13, 1994, between the County and DCHS, as amended, and (ii) and such other leases, if any, as are set forth on Schedule 2.3(n);1 and

(o) Such other instruments and documents as the Buyer Entities may reasonably deem appropriate and necessary to effect the transactions contemplated hereby.

2.3 Actions of the Buyer Entities at Closing

. At the Closing and unless otherwise waived in writing by DCHS, the Buyer Entities, as applicable, shall deliver to DCHS the following:

1 Noted to Draft: Copies of a number of leases have not been provided and Bellin’s preparation of Schedule 2.3(n) is pending, subject to review by Bellin of all such leases.

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

(b) The Lease Assignments, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the leases of the Leased Real Property as provided in this Agreement;

(c) The Assignment and Assumption Agreement, fully executed by each applicable Buyer Entity, pursuant to which the Buyer Entities shall assume the future payment and performance of the Assigned Contracts and the Assumed Liabilities;

(d) Copies of resolutions duly adopted by the Board of Directors of each Buyer Entity authorizing and approving their respective 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 each Buyer Entity;

(e) Certificates of the Chief Executive Officer or a Vice President of each Buyer Entity, certifying that each covenant and agreement of such Buyer Entity to be performed prior to or as of the Closing pursuant to this Agreement has been performed in all material respects and each representation and warranty such Buyer Entity is true and correct in all material respects on the Closing Date, as if made on and as of the Closing;

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

(g) Certificates of existence and good standing of each Buyer Entity from the state in which such Buyer Entity is incorporated or formed, dated the most recent practical date prior to the Closing;

(h) The Medical Records Custody Agreement, fully executed by an applicable Buyer Entity; and

(i) Such other instruments and documents as DCHS may reasonably deem appropriate and necessary to effect the transactions contemplated hereby.

3. REPRESENTATIONS AND WARRANTIES OF DCHS

. As of the Execution Date and as of the Closing Date, DCHS represents and warrants to the Buyer Entities the following:

3.1 Existence, Capacity and Capitalization

.

(a) DCHS is a nonprofit corporation and a municipal health facilities corporation, duly organized and validly existing in good standing under the Laws of the State of

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Michigan. DCHS has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to conduct its business as now being conducted.

(b) Schedule 3.1(c) sets forth each jurisdiction in which DCHS is licensed or qualified to do business, and DCHS is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. DCHS has delivered to the Buyer Entities accurate and complete copies, as applicable, of the articles of incorporation, charter, bylaws, operating agreement, partnership agreement, or shareholders or membership agreement, as amended to date, of DCHS.

3.2 Powers; Consents; Absence of Conflicts With Other Agreements, Etc.

The execution, delivery, and performance of this Agreement by DCHS, and all other agreements referenced herein, or ancillary hereto, to which DCHS is a party, and the consummation by DCHS of the transactions contemplated by this Agreement and the documents described herein, as applicable:

(a) are within the corporate powers of DCHS, are not in contravention of corporate Law or of the terms of DCHS’s organizational documents, and have been duly authorized by all appropriate corporate action on behalf of DCHS;

(b) except as provided in Schedule 3.2(b), do not require that DCHS obtain any approval or consent of, make any filing with, or provide any notice to, any Governmental Entity;

(c) except as set forth on Schedule 3.2(c), will neither conflict with, nor result in any breach or contravention of, or the creation of any Encumbrance under, any Contract to which DCHS is party or by which DCHS, any of the Facilities or any of the other Assets are bound or affected;

(d) will not violate any Law which DCHS, any of the Facilities or any of the other Assets may be subject; and

(e) will not violate any Order to which DCHS, any of the Facilities or any of the other Assets may be subject.

3.3 Binding Agreement

. This Agreement and all agreements to which DCHS will become a party pursuant hereto are and will constitute the valid and legally binding obligations of DCHS, respectively, and are and will be enforceable against it or them in accordance with the respective terms hereof or thereof.

3.4 Financial Statements

. Attached hereto as Schedule 3.4 are true and correct copies of the following financial

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statements of DCHS (“Financial Statements”), which Financial Statements are maintained on an accrual basis:

(a) Unaudited Balance Sheet dated as of January 31, 2018 (the “Balance Sheet Date”);

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

(c) Audited Balance Sheets, Income Statements and Statements of Cash Flow for the fiscal years ended December 31, 2017 and 2016.

Except as set forth in Schedule 3.4, such Financial Statements have been (and the monthly financial statements delivered pursuant to Section 5.5 will be) prepared in accordance with GAAP, applied on a consistent basis throughout the periods indicated. Such Financial Statements present fairly in all material respects (and, in the case of financial statements delivered pursuant to Section 5.5, will present fairly in all material respects) the financial condition and results of operations of DCHS as of the dates (and periods) indicated thereon. DCHS has no material debts, liabilities, obligations, duties and responsibilities of any kind (whether absolute or contingent, monetary or non-monetary, direct or indirect, known or unknown, existing or contingent, secured or unsecured) except those which are set forth on the face of the Balance Sheet provided pursuant to Section 3.4(a), and those which have been incurred in the ordinary course of business, consistent with past practices, since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount, and none of which are the result of any breach of Contract or violation of Law or Order.

3.5 Absence of Certain Changes

. Except as set forth in Schedule 3.5 hereto, since the Balance Sheet Date there has not been any:

(a) event, change or circumstance that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Facilities or any of the other Assets[, taken as a whole];

(b) material damage, destruction, or loss (whether or not covered by insurance) affecting the Facilities or any of the other material Assets;

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

(d) sale, assignment, transfer, or disposition of any item of property, plant or equipment included in any of the Facilities or otherwise part of the Assets 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 DCHS to any of its employees or independent contractors outside of the ordinary course of business, or any increase

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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) adjustments or write-offs in accounts receivable or reductions in reserves for accounts receivable outside the ordinary course of business;

(g) changes in the accounting methods or practices employed by DCHS, or changes in depreciation or amortization policies;

(h) changes in the composition of the medical staff of any Facility, including the Hospital, or DCHS, other than normal turnover occurring in the ordinary course of business, consistent with past practices;

(i) material changes in the rates charged by DCHS, including any of the Facilities, for their services, other than changes required by Government Health Care Programs and those changes made in the ordinary course of business consistent with past practices; or

(j) material transactions pertaining to DCHS outside the ordinary course of business consistent with past practices.

3.6 Licenses

.

(a) Each Facility is duly licensed pursuant to the applicable Laws of the jurisdiction in which such Facility is located and is in compliance in all material respects with all state and local licensure Laws (“Facility Licenses”). The pharmacies, laboratories, and all other ancillary departments owned or operated by DCHS which are required to be specially licensed are duly licensed in all material respects by the appropriate licensing agency, including but not limited to the Bureau of Community and Health Systems of the Department of Licensing and Regulatory Affairs (the “State Health Agency”) and DCHS is in compliance in all material respects with all such licenses (“State Health Agency Licenses”). DCHS has all licenses, accreditations, provider numbers, registrations, certificates of need, certificate of need applications, permits and similar approvals and rights of all Government Entities (collectively with the Facility Licenses, State Health Agency Licenses and Environmental Permits, collectively “Licenses”) which are needed to operate the businesses and operations of DCHS, including the Facilities, and DCHS is in compliance in all material respects with all such Licenses. Schedule 3.6(a) sets forth a complete and accurate list of all such Licenses, all of which are now, and as of the Closing shall be, current, unrestricted and in good standing, and there is not pending or, to DCHS’s Knowledge (defined in Section 3.6(c)), threatened, any proceeding to revoke, limit, suspend or withdraw any such License. No statement of deficiencies, survey report, inspection report, notice of audit, audit results, complaint or other notice of noncompliance with the requirements, standards, or other condition of any of the Licenses which has not been corrected, has been issued, received or, to DCHS’s Knowledge, proposed or threatened.

(b) Except as set forth on Schedule 3.6(b), each physician employed by DCHS is, and at all times while he or she has been so employed (a) duly licensed to practice

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medicine without restriction by the State of Michigan, (b) registered to prescribe controlled substances by the Federal Drug Enforcement Administration, (c) certified to provide professional medical services to beneficiaries of Government Healthcare Programs; (d) a member of the active medical staff of each hospital or health care facility where he or she admits patients and maintains clinical privileges appropriate to his or her specialty, (e) board certified or board eligible in his or her specialty, (f) insured for professional liability risks at the rate of $1,000,000 per occurrence and $3,000,000 in the aggregate and (g) a party to a valid, binding and enforceable employment Contract with DCHS with which he or she is employed, which Contract is included in the Physician Contracts set forth on Schedule 3.17(a).

(c) For purposes of this Agreement, DCHS’s Knowledge, the Knowledge of DCHS or words of similar import, shall mean (i) the actual knowledge of the following individuals: all members of DCHS Board of Directors of a particular fact or matter and (ii) any actual and imputed knowledge of every officer of DCHS, including the President and any Vice President (including, but not limited to, the Chief Executive Officer, the Chief Financial Officer, the Chief Medical Officer, the Chief Nursing Officer, the Chief Information Officer and the Chief Human Resources Officer), if the applicable Person should reasonably know of such fact or other matter by nature of such Persons position or in the ordinary performance of such Persons duties (including constructive notice in connection with documents of public record) after due and reasonable inquiry.

3.7 Government Health Care Program Participation/Accreditation

.

(a) Except as set forth on Schedule 3.7(a), DCHS, including each Facility owned or operated by DCHS, is qualified for participation in the Government Health Care Programs, has current and valid provider contracts with such Government Health Care Programs, is in compliance in all material respects with the conditions of participation and coverage and enrollment rules in such Government Health Care Programs, has received all approvals or qualifications necessary for reimbursement, and has billing privileges under such Government Health Care Programs. DCHS’s and/or Facility’s enrollment information on its particular CMS 855A enrollment form is accurate and up to date. There is no pending, or to DCHS’s Knowledge, threatened action to terminate the provider contract or billing privileges of DCHS or Facility holding such provider contract or billing privileges. Each Facility is duly accredited with no contingencies (except as set forth on Schedule 3.7(a)), by The Joint Commission or other deemed accreditation agency. Copies of the most recent accreditation letters from The Joint Commission or other deemed accreditation agency pertaining to the Facilities have been made available to the Buyer Entities. All billing practices of DCHS to all third party payors, including all Government Health Care Programs and commercial insurance companies, have been in compliance with all applicable Laws and all regulations and policies of such third party payors, and neither DCHS nor the Facilities (i) have billed or received any payment or reimbursement in excess of amounts allowed by Law, or (ii) presented or caused to be presented a claim for reimbursement for services that is for an item or service that was known or should have been known to be (a) not provided as claimed, or (b) false and fraudulent.

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(b) Neither DCHS nor any of their officers, directors, managing employees, service providers, members, employees or contractors are excluded from participation in the Governmental Health Care Programs, nor is any such exclusion threatened. Without limiting the above, neither DCHS nor any of their officers, directors, managing employees, service providers or members have (A) been convicted of, charged with, indicted or investigated for a Government Health Care Program related offense, or convicted of, charged with, indicted or investigated for a violation of federal or state Law relating to fraud, theft, embezzlement, breach of fiduciary responsibility, financial misconduct, obstruction of an investigation of controlled substances, (B) is listed on the Department of Health and Human Services Office of Inspector General List of Excluded Individuals and Entities or the General Services Administration List of Excluded Parties and no such action is threatened or pending, (C) been excluded or suspended from participation in any Government Health Care Program, or have been disbarred, suspended or are otherwise ineligible to participate in any Government Health Care Program, (D) been notified, or is aware of, of any inquiry, investigation or similar proceeding from any Government Entity, been disciplined or sanctioned, or had a discipline or sanction proposed, by any Government Entity, or (E) has engaged in activity likely to result in criminal or civil money penalties, or mandatory or permissive exclusion from any payment program, that may reasonably serve as the basis for any such exclusion, suspension, disbarment or other ineligibility. DCHS has not contracted with any Person that is suspended, excluded or disbarred from participation in, or otherwise ineligible to participate in, any Government Health Care Program. As used herein, “Government Health Care Program” or “Government Health Care Programs” means one or more, respectively, of the following: (1) the Medicare, TRICARE, Civilian Health and Medical Program of the Department of Veterans Affairs (“CHAMPVA”), Veterans, and black lung disease programs and any other health care plan or program that provides health benefits, whether directly, through insurance or otherwise, which is funded directly, in whole or in part, by the United States government including the federal employee health benefits program and (2) any program receiving funds under Titles V, XIX (including Medicaid) and XX of the Social Security Act, or from an allotment to a state under such title, or a state child health plan approved under Title XXI of the Social Security Act.

(c) Except as set forth on Schedule 3.7(c), DCHS has not received any written notice from any of the Government Health Care Programs or any other third party payor programs of any pending or, to DCHS’s Knowledge, threatened investigations or surveys relating to DCHS, including any of the Facilities.

(d) Except as set forth on Schedule 3.7(d), DCHS, nor any Affiliate of DCHS, (i) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the United Sates Department of Health and Human Services (“OIG”), (ii) has any reporting obligations pursuant to any settlement agreement entered into with any Government Entity, (iii) has been, to DCHS’s Knowledge, within the past five (5) years the subject of any Government Health Care Program’s investigation conducted by any federal or state enforcement agency, (iv) is and has been to DCHS’s Knowledge within the past five (5) years a defendant in any qui tam/False Claims Act litigation, (v) during the past five (5) years has been served with or received any search warrant, subpoena, civil investigative demand, or contact letter or, to DCHS’s Knowledge, telephone or personal contact by or from any federal or state enforcement agency, and (vi) has during the past five (5) years received any written or hotline complaints from any employee, independent contractor, vendor, physician or other Person that would

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indicate that DCHS has violated any Law. With respect to any Corporate Integrity Agreement set forth on Schedule 3.7(d), since the date of such Corporate Integrity Agreement DCHS and each Affiliate of DCHS has been in compliance therewith and has not engaged in any activity or other conduct alleged in such Corporate Integrity Agreement or in any complaint underlying such Corporate Integrity Agreement.

(e) The Hospital, or DCHS on behalf of the Hospital, has registered with the QualityNet Program as required by The Centers for Medicare & Medicaid Services (“CMS”) under its Hospital Inpatient Quality (HIQ) Program, the Hospital Value Based Purchasing (VBP) Program, the Hospital Readmissions Reduction Program and the Hospital Acquired Condition (HAC) Reduction Program and are listed on Schedule 3.7(e) (the “Medicare Hospital Quality Programs”). DCHS has registered with the Physician Quality Reporting System (PQRS) and the Value-Based Payment Modifier (VBPM) Program are listed on Schedule 3.7(e) (the “Medicare Part B Quality Programs”) (the Medicare Hospital Quality Programs and Medicare Part B Quality Programs shall be collectively referred to as “Medicare Quality Programs”). DCHS has submitted all quality data required under the Medicare Quality Programs to CMS or its agent, and all quality data required by The Joint Commission or other deemed accreditation organization, for all calendar quarters concluded prior to the date of this Agreement, except for any quarter for which the respective reporting deadlines have not yet expired. All such submissions of quality data have been made in accordance with applicable reporting deadlines and in the form and manner required by CMS, The Joint Commission or the deemed accreditation agencies, respectively. DCHS has received notice of any reduction in reimbursement under the Medicare program resulting from its failure to report quality data to CMS or its agent as required under the Medicare Quality Programs. DCHS has provided the Buyer Entities with the Medicare Quality Programs’ “validation results” for all calendar quarters concluded prior to the date of this Agreement, except for any quarter for which the respective reporting deadlines have not yet expired. DCHS, as applicable to the operation of the Facilities, have maintained all such records required to be maintained by any Government Entity, including the FDA, DEA, any applicable boards of pharmacy, boards of laboratory, and the Medicare and Medicaid programs and other applicable Laws.

3.8 Regulatory Compliance

. Except as set forth on Schedule 3.8 hereto:

(a) DCHS, including all of the Facilities, is in compliance in all material respects with all applicable Laws and Orders, including all Laws governing participation in or with respect to Government Health Care Programs, and no event has occurred or, to the Knowledge of DCHS does a circumstance exist that could constitute a violation of any such Laws or Orders;

(b) DCHS has timely and accurately filed all reports, data, and other information required to be filed with all Government Entities;

(c) neither DCHS nor any of their employees or contractors have committed a material violation of federal or state healthcare Laws, including but not limited to the federal Anti-Kickback Law, the Stark Law, and the False Claims Act;

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(d) DCHS’ Contracts with physicians (including, without limitation, any physician groups practices) are in compliance in all material respects with all applicable state corporate practice of medicine and fee-splitting Laws; and

(e) DCHS is in compliance in all material respects with all applicable information privacy and security Laws, including but not limited to state medical record privacy and security Laws and HIPAA, as amended by the rules and regulation related to HIPAA as well as the various federal privacy and security regulations and the Emergency Medical Treatment and Labor Act (“EMTALA”).

3.9 Equipment

. DCHS has delivered to the Buyer Entities a correct and complete depreciation schedule as of the Balance Sheet Date which takes into consideration all equipment associated with, or constituting any part of, the Facilities or the other Assets having a book value greater than Five Thousand Dollars ($5,000).

3.10 Real Property

. The Real Property constitutes all of the real property owned by DCHS related to, or used by, DCHS in connection with its business and operations. The Leased Real Property consists of all of the real property leased or licensed by DCHS and Schedule 3.10 includes a true and complete list of all leases of the Leased Real Property, including each Tenant Lease. The County owns good, marketable, and indefeasible fee simple to the Real Property, together with all buildings, improvements, and component parts thereon and all appurtenances and rights thereto which the County purports to own; and DCHS owns good and valid leasehold title to the Leased Real Property. At the Closing, the Real Property will be conveyed to the Buyer Entities free and clear of any and all Encumbrances except (i) any lien for taxes not yet due and payable, (ii) any lease obligations under the Leased Real Property assumed by the Buyer Entities, (iii) easements, restrictions and other matters of record, so long as such matters do not, collectively or individually, interfere in any material respect with the operations of the Facilities in a manner consistent with the current use by DCHS and/or the County, as applicable, (iv) zoning regulations and other Laws affecting the Real Property, (v) Tenant Leases (defined below), and (vi) with respect to the Leased Real Property, any Encumbrances which encumber the fee interest in such property, that do not interfere in any material respect with the use or operation of such Real Property in a manner consistent with the current use by DCHS and/or the County, as applicable (collectively, the “Permitted Encumbrances”). With respect to the Real Property:

(a) DCHS has not received, and to its Knowledge, the County has not received, during the past three (3) years (i) written notice from any Government Entity of a violation of any applicable ordinance or other Law with respect to the Real Property, or (ii) written notice of condemnation, lien, assessment, or the like relating to any part of the Real Property or the operation thereof;

(b) Except as set forth in Schedule 3.10(b), to DCHS’s Knowledge (i) the Real Property and its operation are in compliance in all material respects with all applicable zoning ordinances and other Laws, (ii) the consummation of the transactions contemplated

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herein will not result in a violation of any applicable zoning ordinance or other Law or the termination of any applicable zoning variance now existing, and (iii) the buildings and improvements constituting the Real Property comply in all material respects with all building codes applicable to existing structures;

(c) Except as described on Schedule 3.10(c), to DCHS’s Knowledge the Real Property is not subject to any easement, restriction, ordinance, or such other limitations on title so as to make such Real Property unusable for its current use or the title uninsurable or unmarketable or which materially restrict or impair the use, marketability or insurability of the Real Property;

(d) Except as set forth on Schedule 3.10(d), DCHS not, and to DCHS’s Knowledge the County has not, received any notice that the Real Property is not in material compliance with the applicable provisions of the Rehabilitation Act of 1973, Title III of the Americans with Disabilities Act, or the provisions of any comparable state statute relative to accessibility (these laws are referred to, collectively, as the “Accessibility Laws”), and there is no pending, or to the Knowledge of DCHS, threatened litigation, administrative action or complaint (whether from state, federal or local government or from any other Person) relating to compliance of any of the Real Property with the Accessibility Laws;

(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 3.10(e)(i) (“Tenant Leases”), and no tenants have paid rent in advance for more than one month and no improvement credit or other tenant allowance of any nature is owed to any tenant, nor is any landlord improvement work required, except as disclosed in Schedule 3.10(e)(ii);

(f) Attached to Schedule 3.10(f) is a “rent roll” which sets forth for each Tenant Lease a complete and accurate list of: (i) the names of then current tenants; (ii) the rental payments for the then current month under each of the Tenant Leases; (iii) all then delinquent rental payments; (iv) all tenant deposits and a description of any application thereof, and (v) all uncured material defaults of DCHS under the Tenant Leases and, to the Knowledge of DCHS, all uncured material defaults of the tenants under the Tenant Leases;

(g) Except as set forth on Schedule 3.10(g), DCHS has not received, and to DCHS’s Knowledge, the County has not received during the past three (3) years any notice from any Governmental Entity of, and DCHS has any Knowledge 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 part of the Real Property or that would adversely affect the current use of any part of the Real Property in any material respect;

(h) There are no outstanding options, rights of first offer or rights of first refusal to purchase any Real Property or any portion thereof or interest therein;

(i) To the Knowledge of DCHS, except as set forth on Schedule 3.10(i) or as reflected on the Surveys (as defined in Section 6.2(b)), the existing improvements located upon the Real Property do not encroach upon adjacent premises;

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(j) Except as set forth in Schedule 3.10(e)(i), DCHS has not subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof; and

(k) To the Knowledge of DCHS, there are no planned or proposed increases in the assessed valuation of any of the Real Property, and DCHS has not, and to DCHS’s Knowledge the County has not, received any notice of any proposed special assessment which would affect any of the Real Property. No public improvements have been commenced and to the Knowledge of DCHS, none are planned which in either case could reasonably be expected to result in special assessments against any Real Property.

3.11 Title to Other Assets

. DCHS (and the County, with respect to the County Owned Real Property) owns and holds good and valid title or leasehold interests, as the case may be, to all of the Assets, free and clear of all Encumbrances, and at the Closing DCHS will assign and convey, or cause the County to assign and convey,to the Buyer Entities such title or leasehold interests, as the case may be, to all of the Assets, free and clear of all Encumbrances. The Assets constitute all of the rights, property and assets necessary to conduct the business of DCHS as currently conducted.

3.12 Employee Benefit Plans

.

(a) Schedule 3.12(a) 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 (“ERISA”), and all other fringe benefit, 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”), in which any employees of DCHS (“Facility Employees”) participate and 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 DCHS or pursuant to which DCHS has any liability or obligation. Schedule 3.12(a) separately identifies whether DCHS is the plan sponsor of such Benefit Plan or an adopting employer.

(b) To DCHS’s Knowledge, (i) each of the Benefit Plans is and has been maintained and administered in all material respects in compliance with its terms and the requirement of all applicable Laws, (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 Bellin or any Affiliate 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

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occurred which could cause any of the Benefit Plans to become disqualified or fail to comply with the applicable requirements of sections 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 3.12(c), for the past six (6) years, neither DCHS any Facility nor any ERISA Affiliate of DCHS or any Facility has sponsored, 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 DCHS or any of its subsidiaries under the provisions of the Code and ERISA.

(d) None of the Benefit Plans listed on Schedule 3.12 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 DCHS or any Facility.

(e) DCHS has made certain amendments to the Dickinson County Healthcare System Retirement Plan (“Retirement Plan”) which (i) discontinue further accruals of benefits under the Retirement Plan as of January 27, 2018 with regard to Retirement Plan participants who are not members of the Michigan Nurses Association collective bargaining unit (“Non-MNA Participants”); (ii) discontinue further accruals of benefits under the Retirement Plan as of February 10, 2018 with regard to Retirement Plan participants who are members of the Michigan Nurses Association collective bargaining unit (“MNA Participants”); (iii) provide that a lump sum payment is the sole benefit option for all Non-MNA Participants who were not in pay status under the Retirement Plan as of February 1, 2018; and (iv) provide that a lump sum payment is the sole benefit option for all MNA Participants who were not in pay status under the Retirement Plan as of March 1, 2018 (“Pension Amendments”). The Seller Entities intend to terminate the Retirement Plan prior to Closing and, as of the Effective Time, after taking into account the assets in the Retirement Plan and the Purchase Price and all other short-term and long term financial obligations and other liabilities of DCHS, DCHS will have sufficient liquid assets to allow for the Retirement Plan to be terminated and all accrued benefits to be paid in full to all participants in the Retirement Plan either in a lump sum or through the distribution of a commercial annuity.

3.13 Litigation or Proceedings

. Schedule 3.13 sets forth an accurate and complete list and summary description of all currently pending litigation or legal proceedings with respect to DCHS or otherwise affecting any of the Facilities or any of the other Assets. Except to the extent set forth on Schedule 3.13, there are no claims, actions, suits, proceedings, charges or investigations pending, or to the

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Knowledge of DCHS, threatened, against DCHS, the Facilities or any of the other Assets (or against the County, relating, in whole or in part, to DCHS, any of the Facilities or any of the other Assets) at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality wherever located. Except as set forth on Schedule 3.13, there are no judgments, Orders, decrees, citations, fines or penalties heretofore assessed against DCHS or any of their Affiliates or settlement agreements with respect to any claims, actions, suits, proceedings, charges or investigations, in each case that affect or could reasonably be expected to affect DCHS, the Facilities, any of the other Assets or the Assumed Liabilities under any federal, state or local Law. Schedule 3.13 sets forth all actions, suits, proceedings, charges or investigations before or otherwise involving any Government Entity since January 1, 2015 to which DCHS has been a party or to which any of the Facilities or other Assets have been subject.

3.14 Environmental Laws

. Except as set forth on Schedule 3.14 hereto, (i) the Real Property is not subject to any material environmental hazards, risks, or liabilities; (ii) DCHS is in material compliance with, and have no material liability with respect to, all federal, state or local Laws (including the common law) or Orders pertaining to the protection of human health and safety (including occupational safety) or the environment including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act, as amended (“CERCLA”), the Michigan Natural Resources and Environmental Protection Act (Act 451 of 1994) (“NREPA”), the Clean Air Act, as amended, the Clean Water Act, as amended, the Solid Waste Disposal Act, as amended, the Resource Conservation and Recovery Act, as amended (“RCRA”), the Michigan Occupational Health and Safety Act (Act 154 of 1974), and the Occupational Safety and Health Act (collectively, “Environmental Laws”); (iii) DCHS has received no notice alleging or asserting either a violation of or liability respecting any Environmental Law, or an obligation to investigate, assess, remove, or remediate any property, including but not limited to the Real Property, under or pursuant to any Environmental Law; (iv) no Hazardous Substances (which for purposes of this Agreement shall mean and include hazardous waste, solid waste, medical waste, pharmaceutical waste, polychlorinated biphenyls, asbestos, and any substances, materials, constituents, wastes, or other elements, (including byproducts, breakdown products or factional parts thereof), whether in solid, liquid or vapor form, which are included under or regulated by any Environmental Law, including, without limitation, CERCLA, RCRA and NREPA) have been possessed, managed, processed, released, handled, disposed of on or released or discharged from or onto, or threatened to be released from or onto, the Real Property or any other property (including groundwater and/or the ambient air) by DCHS, or to the Knowledge of DCHS, any third party, in violation of or in a manner which could give rise to liability under any applicable Environmental Law; (v) except as set forth on Schedule   3.14 hereto, none of the Facilities or any of the other Real Property contain any regulated, friable asbestos-containing material, and DCHS has and maintains, with respect to each Facility and all other Real Property, an asbestos management plan that complies in all material respects with Environmental Law to properly manage any asbestos-containing material; (vi) without limiting the generality of the foregoing, all current or former underground storage tanks located at, on or under any of the Real Property are identified on Schedule 3.14(vi), and all existing underground storage tanks and associated piping have been maintained in compliance with all Environmental Laws; (vii) neither DCHS, nor to the Knowledge of DCHS, any prior owners, operators or occupants of the Real Property,

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have allowed any Hazardous Substances to be discharged, possessed, managed, processed, released, or otherwise handled on the Real Property in a manner which is in violation of or which could give rise to liability under any Environmental Law, and DCHS has complied with all Environmental Laws applicable to any part of the Real Property; (viii) DCHS possess all Licenses required for the lawful operation of each of the Facilities in compliance with Environmental Laws (“Environmental Permits”), DCHS is in compliance in all material respects with all Environmental Permits, the Environmental Permits are in full force and effect, and each Environmental Permit has been identified on Schedule 3.14(viii); (ix) DCHS has provided to the Buyer Entities copies of all reports assessments, sampling results, compliance evaluations, audits or assessments in their possession or control that relate to compliance with, or liabilities under Environmental Laws in respect of any of the Real Property, any Facility or any of the other Assets (“Environmental Reports”).

3.15 Taxes

. Except as set forth on Schedule 3.15, DCHS has timely filed all federal, state and local Tax Returns required to be filed by it (all of which are true, correct and complete in all material respects) and has duly paid or made provision for the payment of all Taxes (including any interest or penalties and amounts due state unemployment authorities) which are owed by it (whether or not shown on any Tax Return) to the appropriate tax authorities. During the last three (3) calendar years, DCHS has withheld proper and accurate amounts from its employees’ compensation in compliance with all withholding and similar provisions of the Code, including employee withholding and social security taxes, and any and all other applicable laws. Except as set forth on Schedule 3.15, no deficiencies for any of such Taxes have been asserted or to the Knowledge of DCHS, as applicable, threatened, and no audit or other administrative proceedings or court proceedings with respect to Taxes is currently pending or under way or to the Knowledge of DCHS, as applicable, threatened. Except as set forth on Schedule 3.15, there are no outstanding agreements by DCHS for the extension of time for the assessment of any Taxes. There are no tax liens on any of the Assets and no basis exists for the imposition of any such liens. No claim has even been made by an authority in a jurisdiction where DCHS does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There is no dispute or claim concerning any Tax liability of DCHS either (a) claimed or raised by a tax authority in writing or (b) as to which DCHS has Knowledge. As used herein, “Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code § 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, relating to the Facilities, any of the other Assets or the operation of the Facilities or any of the other Assets, including any interest, penalty or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other person. “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

3.16 Employee Relations

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.

(a) Except as set forth on Schedule 3.16 (a), all employees of the Facilities are employees of DCHS is. There is no actual or, to DCHS’s Knowledge, threatened employee strike, work stoppage, slowdown, lock out, walk out, or other labor dispute pertaining to DCHS, including any of the Facilities and none has occurred within the last three (3) years. Except as set forth on Schedule 3.16(a), no collective bargaining agreement or other agreement with a union exists, is currently being negotiated by DCHS or expired within the [five (5)] years preceding the Effective Time, no written demand has been received for recognition by a labor organization by or with respect to any employees of DCHS, no union organizing activities by or with respect to any employees of DCHS is, to the Knowledge of DCHS, taking place, no petition has been filed for a union representation election, and none of the employees of DCHS is represented by any labor union or organization. There is no written unfair labor practice claim against DCHS before the National Labor Relations Board.

(b) Except as set forth in Schedule 3.16(b), DCHS has complied in all material respects with all Laws relating to employment, employment practices, terms and conditions of employment, equal employment opportunity, nondiscrimination, unlawful harassment, immigration, wages, hours, benefits, equal pay, payment of employment, social security, and similar taxes, occupational safety and health, and plant closing or mass layoff. DCHS is liable for the payment of any compensation, 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 3.16(b), there are no pending or, to the Knowledge of DCHS, threatened claims before the Equal Employment Opportunity Commission (or any comparable state or local civil Fair Employment Practices Agency, human rights commission or other entity), complaints before the Occupational Safety and Health Administration (or any comparable state safety or health administration or other entity), wage and hour claims, equal pay claims, or the like.

(c) DCHS has made available to the Buyer Entities the personnel records of all of the employees of DCHS and the salary or wage records for such employees including records reflecting sick or extended illness, paid time off, vacation and holiday benefits that are accrued or credited but unused or unpaid and Schedule 3.16(c) sets forth a true and correct list of all such employees as of the Execution Date (the “Employee Listing”). DCHS has made available to the Buyer Entities copies of each employment, consulting, independent contractor, commission, bonus, or severance agreement to which DCHS is a party. Schedule 3.16(c) states or will state the number of employees terminated by DCHS within ninety (90) days prior to the Closing Date, laid off by DCHS 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 DCHS 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 3.16(c), DCHS has not violated the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state or local legal requirements.

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(d) All necessary visa or work authorization petitions required to be filed by DCHS has been timely and properly filed on behalf of any employees of DCHS requiring a visa stamp, Form I-9 status document, work authorization document, or any other immigration document to legally work for DCHS in the United States and all document retention requirements with respect to such applications and petitions have been met. No current employee of DCHS has ever worked for DCHS without employment authorization from the Department of Homeland Security or any other government agency that must authorize such employment. I-9 Forms have been timely and properly completed by DCHS for all current employees of DCHS. I-9 Forms have been lawfully retained and re-verified by DCHS. There are no claims, lawsuits, actions, arbitrations, administrative or other proceedings, or to DCHS’s Knowledge, governmental investigations or inquiries pending or threatened against DCHS relating to DCHS’s compliance with immigration Laws. There have been no letters received by DCHS from the Social Security Administration (“SSA”) regarding the failure of DCHS’s employee’s Social Security number to match their name in the SSA database.

3.17 The Contracts

. DCHS has (i) made available to the Buyer Entities true and correct copies of all of the Contracts to which DCHS is a party or by which DCHS, the Facilities or any of the other Assets is bound (the foregoing Contracts are referred to as “Seller Contracts”), and (ii) given, and will give, the agents, employees and representatives of the Buyer Entities access to the originals of the Seller Contracts to the extent originals are available. Schedule 3.17 sets forth an accurate list of all the Seller Contracts, including, without limitation: (a) any Contract with a physician, physician-owned Persons or other referral source (including, without limitation, any physician employment agreements) (“Physician Contracts”), (b) Contracts with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment Contracts or any other Contracts to or with individual employees or agents, (e) Contracts materially affecting ownership of, title to, use of or any interest in the Real Property (including any Tenant Leases), (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other Contracts to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, bonds, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Facilities or the Assets, (l) Contracts providing for payments based in any manner on the revenues or profits of the Facilities or the Assets, (m) Contracts relating to data processing programs, software, or source codes utilized in connection with the Facilities or the Assets, (n) Contracts which contain any material restrictive covenants or indemnification obligations and (o) Contracts, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by DCHS of any amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis. The Physician Contracts shall be separately listed on Schedule 3.17(a) hereto.

(a) The Seller Contracts constitute legal, valid and binding obligations of DCHS and, to the Knowledge of DCHS, the other parties with respect thereto, and are

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enforceable against DCHS and, to the Knowledge of DCHS, the other parties with respect thereto in accordance with their terms.

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

(c) Assuming the receipt of any consents required in connection with the assignment of the Seller Contracts and the consummation of the transactions contemplated hereby, all obligations required to be performed by DCHS and, to the Knowledge of DCHS, the other parties with respect thereto prior to the Execution Date under the terms of the Seller Contracts have been performed, and no acts or omissions by DCHS and, to the Knowledge of DCHS, 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 default by DCHS or, to the Knowledge of DCHS, the other parties with respect thereto, under any of the Seller Contracts;

(d) Except as expressly set forth on Schedule 3.17(d), none of the Seller Contracts requires the consent of, or notice to, any entity or person, to effect the assignment of any Assigned Contract to, and assumption of any Assigned Contract by, the Buyer Entities, or to otherwise consummate the transactions contemplated by this Agreement;

(e) Except as expressly set forth on Schedule 3.17(e), neither the assignment of an Assigned Contract to, nor the assumption of such Assigned Contract by, any Buyer Entity, nor the consummation of the transactions contemplated hereby, will result in any penalty or premium, or variation of the rights, remedies, benefits or obligations of any party under any of the Seller Contracts; and

(f) Schedule 3.17(f) sets forth an accurate list of each Contract between DCHS is, on the one hand, and the County on the other hand.

3.18 Supplies

. All the inventory and supplies, including drug inventory, constituting any part of the Assets are substantially of a quality and quantity usable and salable in the ordinary course of business of DCHS. Obsolete items have been written off the Financial Statements. Inventory and supplies are carried at the lower of cost or market, on a first-in, first-out basis and are properly stated in the Financial Statements. The inventory levels are based on past practices of DCHS at the Facilities.

3.19 Insurance

. Schedule 3.19 lists each property and/or casualty insurance policy covering the ownership and operations of the Facilities and the other Assets that is currently in force (the “Current Insurance Policies”). For each of the Current Insurance Policies, Schedule 3.19 reflects the policies’ numbers, identity of insurers, all material limits of insurance coverage, a description of the type of insurance coverage, all retentions or deductibles and identification of any Current Insurance Policy for which more than fifty percent (50%) of any material limit of coverage has been depleted or exhausted. The Current Insurance Policies are in full force and effect with no premium arrearage. DCHS has provided the Buyer Entities with a correct and complete copy of

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each of the Current Insurance Policies. DCHS has given in a timely manner to their insurers all notices required to be given under the Current Insurance Policies with respect to all of the claims and actions covered by insurance, and no insurer has denied coverage of any such claims or actions. DCHS has not (a) received any written notice or other communication from any such insurance company canceling or materially amending any of such insurance policies, and, to DCHS’s Knowledge, no such cancellation or amendment is threatened or (b) failed to give any written notice or present any claim which is still outstanding under any of such policies with respect to the Facilities or any of the other Assets.

3.20 Third Party Payor Cost Reports

. DCHS has duly filed all required cost reports for all the fiscal years through and including the fiscal year specified on Schedule 3.20. All of such cost reports accurately reflect in all material respects the information required to be included thereon and such cost reports do not claim and neither the Facilities nor DCHS has received reimbursement in any amount in excess of the amounts provided by Law or any applicable Contract. Schedule 3.20 indicates which of such cost reports have not been audited and finally settled and a brief description of any and all notices of program reimbursement, proposed or pending audit adjustments, disallowances, appeals of disallowances, and any and all other unresolved inquiries, claims or disputes in respect of such cost reports.

3.21 Medical Staff Matters

. DCHS has provided to the Buyer Entities true, correct, and complete copies of the bylaws and rules, regulations and/or policies of the medical staff of the Hospital and any other applicable Facility, as well as a list of all current members of the medical staff and/or allied health professional (or similar) staff of the Hospital or other applicable Facility, listing, for each member, any restrictions or limitations on the member’s membership and/or clinical privileges. Except as set forth on Schedule 3.21 hereto, (i) there are no adverse recommendations or actions with respect to any medical staff members or any applicant thereto for which a medical staff member or applicant has a right to request, or has requested a review or hearing pursuant to the applicable bylaws or an administrative or judicial review hearing or other proceeding, whether or not scheduled or completed; (ii) there are no pending evaluations of concerns relating to, or, to the Knowledge of DCHS, threatened disputes with applicants, staff members, or health professional affiliates; and (iii) all appeal periods in respect of any medical and/or allied health professional (or similar) staff member or applicant against whom an adverse recommendation or action has been taken have expired.

3.22 Full Disclosure

. Copies of all documents referred to in any Schedule delivered by DCHS hereto have been delivered or made available to the Buyer Entities and constitute true, correct and complete copies thereof and include all amendments, exhibits, schedules, appendices, supplements or modifications thereto or waivers thereunder.

3.23 Experimental Procedures.

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DCHS has not performed or permitted the performance of any experimental or research procedures or studies involving patients of any Hospital or other Facility not authorized and conducted in accordance with the procedures of the Institutional Review Board of the relevant Hospital or other Facility.

3.24 No Other Subsidiaries

. DCHS holds no equity interest in any other corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, enterprise, unincorporated organization or other entity.

3.25 Intellectual Property

. Schedule 3.25 lists and briefly describes all trademarks, service marks, trade names, domain names, copyrights and applications therefor (whether registered or common law) currently used in connection with the operation of the businesses of DCHS, including the Facilities (collectively, the “Intellectual Property”). Except as set forth on Schedule 3.25, DCHS has received no written notice that any proceedings have been instituted or are pending, or to the Knowledge of DCHS, threatened, which challenge the validity of the ownership by DCHS of the Intellectual Property. DCHS has not licensed anyone to use the Intellectual Property and DCHS has no Knowledge of the use or the infringement of the Intellectual Property by any other Person. DCHS owns (or, as set forth on Schedule 3.25, possess enforceable licenses or other rights to use) all the Intellectual Property, free and clear of all Encumbrances.

3.26 Compliance Program

. DCHS has provided to the Buyer Entities a copy of their current compliance program materials related to DCHS, including each Facility, including without limitation, all program descriptions, compliance officer and committee descriptions, ethics and risk area policy materials, training and education materials, auditing and monitoring protocols, reporting mechanisms, and disciplinary policies. Schedule 3.26 includes a description of each audit and investigation conducted by DCHS pursuant to its compliance program during the last three (3) years relating to healthcare regulatory issues involving DCHS. For purposes of this Agreement, the term “compliance program” refers to provider programs of the type described in the compliance guidance published by the OIG.

4. REPRESENTATIONS AND WARRANTIES OF BELLIN AND THE BUYER ENTITIES

. As of the Execution Date and as of the Closing Date, Bellin represents and warrants to DCHS the following:

4.1 Existence and Capacity

. Bellin is a non-profit corporation, duly organized and validly existing in good standing under the laws of the State of Wisconsin. Bellin has the requisite power and authority to enter into this Agreement, to perform its obligations hereunder, and to conduct its business as now being conducted. Each Buyer Entity is, or upon its formation will be, a non-profit corporation,

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duly organized and validly existing in good standing under the laws of the State of Wisconsin. Bellin has, and upon its formation, any Buyer Entity shall have, the requisite power and authority to conduct its business as now being conducted.

4.2 Powers; Consents; Absence of Conflicts With Other Agreements, Etc.

The execution, delivery, and performance of this Agreement by Bellin and, to the extent organized, each Buyer Entity, and all other agreements referenced herein, or ancillary hereto, to which Bellin and any other Buyer Entity is a party, and the consummation by Bellin and any other Buyer Entity of the transactions contemplated by this Agreement and the documents described herein, as applicable:

(a) are within the corporate powers of Belling and any other Buyer Entity, are not in contravention of corporate Law or of the terms of Bellin’s or such Buyer Entity’s organizational documents, and have been duly authorized by all appropriate corporate action on behalf of Bellin or such Buyer Entity;

(b) except as provided in Schedule 4.2(b), do not require that Bellin or such Buyer Entity obtain any approval or consent of, make any filing with, or provide any notice to, any Governmental Entity;

(c) will not violate any Law to which Bellin or any Buyer Entity may be subject; and

(d) will not violate any Order to which Bellin or any Buyer Entity may be subject.

4.3 Binding Agreement

. This Agreement and all agreements to which Bellin or any of the Buyer Entities will become a party pursuant hereto are and will constitute the valid and legally binding obligations of Bellin and any such Buyer Entities, respectively, and are and will be enforceable against it or them in accordance with the respective terms hereof and thereof.

4.4 Availability of Funds

. Bellin has the ability to obtain funds in cash in amounts equal to the Purchase Price by means of credit facilities or otherwise and will at the Closing have immediately available funds which will be sufficient to enable Bellin and the other Buyer Entities to pay the Purchase Price.

4.5 Full Disclosure

. Copies of all documents referred to in any schedule delivered by Bellin have been delivered and made available to DCHS and constitute true, correct and complete copies thereof and include all amendments, exhibits, schedules, appendices, supplements or modifications thereto.

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5. COVENANTS OF DCHS PRIOR TO CLOSING

. Between the date of this Agreement and the Closing:

5.1 Information

. DCHS shall afford to the officers and authorized representatives and agents (which shall include accountants, attorneys, bankers, and other consultants) of the Buyer Entities full and complete access to and the right to inspect the plants, properties, books, and records of DCHS, the Facilities and the other Assets, and will allow the Buyer Entities reasonable access to the medical staff and personnel of DCHS, including the Facilities, to confirm and establish relationships, and will furnish the Buyer Entities with such additional financial and operating data and other information as to the business and properties of DCHS which pertain to DCHS, including any Facility, or any of their respective operations as any of the Buyer Entities may from time to time reasonably request. The Buyer Entities’ right of access and inspection shall be subject to compliance with applicable Law, and shall comply with all privacy and confidentiality laws including HIPAA and HITECH, and exercised in such a manner as not to interfere unreasonably with the operations of the Facilities. The Buyer Entities each agree that no inspections shall take place and no employees or other personnel of the Facilities or DCHS shall be contacted by any of the Buyer Entities without the Buyer Entities first providing reasonable notice to DCHS and coordinating such inspection or contact with DCHS.

5.2 Operations

. DCHS will not engage in any practice, take any action, or enter into any transaction outside the ordinary course of business, consistent with past practices. Without limiting the generality of the foregoing, DCHS shall:

(a) carry on its businesses in substantially the same manner as presently conducted and not make any material change in personnel, operations, finance, accounting policies, or real or personal property pertaining to thereto; provided, however, that DCHS shall have the right to acquire certain working capital financing from Bellin or, with the consent of Bellin, which consent shall not be unreasonably delayed or denied, from other sources;

(b) maintain the Facilities and the other Assets and all parts thereof in substantially the same operating condition, ordinary wear and tear excepted;

(c) use commercially reasonable efforts to perform all of its obligations under agreements relating to or affecting any of the Facilities or any of the other Assets;

(d) maintain all Licenses which are needed to operate the businesses and operations of DCHS, including the Facilities, as currently conducted;

(e) maintain books and records of the Facilities and the other Assets in the ordinary course consistent with past practices;

(f) keep in full force and effect present insurance policies or other comparable insurance pertaining to the Facilities or any of the other Assets;

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(g) use commercially reasonable efforts to maintain and preserve its business organization intact, retain its present employees and maintain its relationships with physicians, suppliers, customers, and others having business relations with DCHS; and

(h) conduct its businesses and affairs such that, and take all steps necessary so that, as of the Closing, the Retirement Plan shall be terminated and all accrued benefits will be paid to the participants in the Retirement Plan, either in cash or through the distribution of a commercial annuity, promptly following the Closing and otherwise consistent with the requirements of Section 306(7) of the Michigan Health Facilities Corporation Act of 1987 (“MHFCA”).

5.3 Negative Covenants

. DCHS shall not, with respect to the business or operation of the Facilities or any of the other Assets, without the prior written consent of Bellin:

(a) amend, modify, terminate or cancel any of the Contracts, or enter into any new Contract or commitment without the prior written approval of Bellin;

(b) increase compensation payable or to become payable or make any bonus payment to or otherwise enter into one or more employment, bonus or other severance agreements with any employee, or group of employees, of DCHS;

(c) create, assume, or permit to exist any new and material debt, mortgage, pledge, or other lien or encumbrance upon any of the Facilities or any of the other Assets, whether now owned or hereafter acquired, except in the ordinary course of business other than Permitted Encumbrances; provided, however, that DCHS shall have the right to acquire certain working capital financing from Bellin or, with the consent of Bellin, which consent shall not be unreasonably delayed or denied, from other sources

(d) acquire (whether by purchase or lease) or sell, assign, lease, or otherwise transfer or dispose of any property, plant, equipment or other asset, including any Cash or Investment, except in the ordinary course of business consistent with past practices and with comparable replacement thereof when appropriate;

(e) purchase capital assets in excess of Ten Thousand Dollars ($10,000) in the aggregate;

(f) reduce inventory of DCHS except in the ordinary course of business, consistent with past practices;

(g) enter into any agreement or arrangement which could reasonably be expected to materially and adversely affect the results of operations, management, financial condition or businesses of DCHS, any Facility or any of the other Assets; or

(h) take any material action outside the ordinary course of business, consistent with past practices, of DCHS, except as may be required in order to consummate the transactions contemplated by this Agreement.

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5.4 Governmental Approvals

.

(a) DCHS shall (i) use commercially reasonable efforts to obtain all approvals, clearances or consents of any Government Entity (or exemptions therefrom) necessary or required to allow DCHS to perform its obligations under this Agreement; and (ii) assist and cooperate with the Buyer Entities and its and their respective representatives and counsel in obtaining all consents, approvals, clearances and Licenses of Government Entities which any of the Buyer Entities deem necessary or appropriate and in the preparation of any document or other material which may be required by any Government Entity as a predicate to or as a result of the transactions contemplated herein.

(b) DCHS shall promptly seek the approval of the Michigan Department of the Attorney General (the “Attorney General”) of, or the receipt of a determination from the Attorney General not to object to, the consummation of the transactions contemplated herein (the “Attorney General Consent”). DCHS shall cooperate with the Attorney General in connection with the Attorney General’s investigation and approval or no objection process and use commercially reasonable efforts to obtain the Attorney General Consent as soon as reasonably practicable. The Buyer Entities shall reasonably cooperate with DCHS and the Attorney General in connection with the efforts of DCHS to obtain the Attorney General Consent with respect to the transactions described herein. DCHS and the Buyer Entities shall, to the extent permitted by applicable Law (i) cooperate in all respects with each other in connection with any filing, submission, investigation or inquiry with respect to the Attorney General, (ii) promptly inform the other party of any communication received by such party from, or given by such party to the Attorney General regarding any of the transactions contemplated hereby, (iii) have the right to review in advance, and to the extent practicable each shall consult the other on and consider in good faith the views of the other party in connection with, any filing made with, or written materials to be submitted to the Attorney General, (iv) make available to the other party copies of all filings, notices and other written communications submitted or made by either party or its Affiliates to the Attorney General or received from the Attorney General in connection with the transactions contemplated by this Agreement, and (v) consult with each other in advance of any meeting, discussion, telephone call or conference with the Attorney General, and give the other party the opportunity to attend and participate in such meetings and conferences, in each case, regarding the transactions contemplated hereby. Notwithstanding anything to the contrary in this Section 5.4, materials provided to the other party or its counsel may be redacted to remove references concerning the valuation of DCHS and proprietary information relating to transaction assessment and analysis.

5.5 Additional Financial Information

. Within ten (10) business days after they are created (but in any event no later than twenty (20) days following the end of each calendar month prior to Closing), DCHS shall deliver to the Buyer Entities true and complete copies of the unaudited balance sheets and the related unaudited statements of income of, or relating to, DCHS for each month then ended, together with a year-to-date compilation and the notes, if any, related thereto, which shall have been prepared from and in accordance with the books and records of DCHS, and shall fairly present in

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all material respects the financial position and results of operations of DCHS and of the related Facility as of the date and for the period indicated, all in accordance with GAAP consistently applied, except as set forth in Schedule 3.4.

5.6 No-Shop Clause

. DCHS agrees that, from and after the date of the execution and delivery of this Agreement by DCHS until the termination of this Agreement, DCHS will not, and will direct and use its best efforts to cause the respective officers, directors, employees, agents and representatives (including any investment banker, attorney, accountant or consultant retained by the County or DCHS) to not, without the prior written consent of Bellin: (i) offer for sale or lease all or any material portion of the Assets or any ownership interest in any entity owning any of the Assets, (ii) solicit offers to buy all or any material portion of the Assets or any ownership interest in any entity owning any of the Assets, (iii) initiate, encourage or provide any documents or information to any third party in connection with, discuss or negotiate with any Person regarding any inquires, proposals or offers relating to any disposition of all or any material portion of the Assets or a merger or consolidation of any entity owning any of the Assets, or (iv) enter into any agreement or discussions with any party (other than Bellin and the Buyer Entities) with respect to the sale, assignment, or other disposition of all or any material portion of the Assets or any ownership interest in any entity owning any of the Assets or with respect to a merger or consolidation of any entity owning any of the Assets. DCHS will promptly communicate to Bellin the substance of any written inquiry or written proposal concerning any such transaction.

5.7 Efforts to Close

. DCHS shall use its commercially reasonable efforts to satisfy all of the conditions precedent set forth in Section 7 so that the Closing will occur on or before July 1, 2018.

5.8 Insurance Ratings

. DCHS will take all action reasonably requested by Bellin to enable Bellin or the applicable other Buyer Entities to succeed to the Workers’ Compensation and Unemployment Insurance ratings, and other ratings for insurance or other purposes established by DCHS for the Facilities. Neither Bellin nor any other Buyer Entity shall be obligated to succeed to any such ratings, except as they may elect to do so.

5.9 Real Property Disclosure

. In the event any of the occurrences enumerated in Section 3.14 should arise between the date of this Agreement and the Closing, DCHS shall notify Bellin within a commercially reasonable period of time of DCHS becoming aware of any Encumbrance, notice, litigation, or threat of litigation relating to any alleged or actual unauthorized release of any Hazardous Substance with respect to any part of the Real Property.

5.10 Consents and Estoppels

. Promptly following the Execution Date DCHS shall deliver to all third party Persons which are partiers to any of the Seller Contracts (including Real Property Leases) that require

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notice or consent in connection with the consummation of the transactions contemplated hereby (including, without limitation, any consent or notice necessary to waive any penalty or premium or any acceleration or other variation of any of the rights, remedies, benefits liabilities or obligations of any party to any of the Seller Contracts as a result of the consummation of the transactions contemplated hereby), such notice or request for such consent, as applicable, all in form and substance satisfactory to Bellin. At the request of Bellin, DCHS, to the extent it is a tenant under any Real Property Lease, shall use commercially reasonable efforts to obtain from each landlord under each such Real Property Lease an estoppel letter regarding the status of such Real Property Lease in form reasonably acceptable to Bellin.2

5.11 Employees

. Not less than 30 days prior to the Closing, but no more than 60 days prior to the Closing, DCHS shall deliver to Bellin and the Buyer Entities the Employee Listing, updated as of the date of such delivery.

5.12 Fifth Third Indebtedness

. DCHS shall diligently and in good faith negotiate with Fifth Third Bank in order to reduce, prior to the Closing, the amount of Indebtedness of DCHS owed to Fifth Third Bank and its Affiliates, including, without limitation, all principal, interest expense, penalties and fees associated therewith.

6. COVENANTS OF BELLIN PRIOR TO CLOSING

. Between the date of this Agreement and the Closing:

6.1 Governmental Approvals

. The Buyer Entities shall (i) use commercially reasonable efforts to obtain all approvals, clearances and consents of any Government Entity (or exemptions therefrom) necessary or required to allow each of the Buyer Entities to perform its and their respective obligations under this Agreement; and (ii) assist and cooperate with DCHS and its representatives and counsel in obtaining all consents, approvals, clearances and Licenses of Government Entities, including the Attorney General Consent, which DCHS deems necessary or appropriate and in the preparation of any document or other material which may be required by any Government Entity as a predicate to or as a result of the transactions contemplated herein.

6.2 Title Commitment and Survey

.

(a) Title Commitment. As soon as practical after the Execution Date, Bellin or one of the other Buyer Entities, at its expense, shall obtain a current title commitment or commitments with respect to the Owned Real Property (the “Title Commitments”), issued by a title insurance company selected by Bellin (the “Title Company”), together with legible copies of

2 NTD: Landlord estoppels will be required for any material leases.

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all exceptions to title referenced therein, sufficient for the issuance of an owner’s policy or policies of title insurance for the Owned Real Property (the “Title Policies”). Bellin shall promptly upon its receipt provide a copy of the Title Commitments and exception documents to DCHS and/or the County, as applicable.

(b) Survey. As soon as practical after the Execution Date, DCHS shall make available to the Buyer Entities copies of all existing surveys, if any, of the Owned Real Property. Any Buyer Entity may, at its expense, obtain current as-built surveys of the Owned Real Property (the “Surveys”) or such portions thereof as Bellin elects. Bellin shall promptly upon its receipt furnish a copy of the Surveys to DCHS.

(c) Title Defects and Cure. The Title Commitment and the Surveys are collectively referred to as “Title Evidence”. Bellin shall provide DCHS with written notice (“Title Objection Notice”) within thirty (30) business days after its receipt of the last of the Title Evidence of any Encumbrances, exceptions or defects disclosed in the Title Evidence which do not constitute Permitted Encumbrances (collectively, “Defects”). DCHS shall cure, or shall cause the County to cure, the objections on or before the Closing or DCHS may elect to not cure, or not cause the County to cure, the objections and shall give written notice to Bellin within ten (10) days of its receipt of the Title Objection Notice of its decision (“Seller’s Title Response”). If DCHS fails to timely give the Seller’s Title Response, DCHS shall be deemed to have elected not to cure, or not cause the County to cure, the objections. If DCHS has so elected, or is deemed to have so elected as provided above, Bellin may waive such objections and close or may terminate this Agreement, which election by Bellin shall be made within sixty (60) days following Bellin’s delivery of the Title Objection Notice to DCHS. Any matters shown by the Title Evidence to which Bellin does not object or which are waived by Bellin as herein provided shall be deemed to be Permitted Encumbrances. Notwithstanding anything contained in this Section 6.2(c) to the contrary, at the Closing, DCHS shall cause all mortgages, deeds of trust, financing statements and other similar liens encumbering DCHS’ fee interest in the DCHS Owned Real Property to be released (other than liens for taxes not yet due). In addition, notwithstanding anything contained in this Section 6.2(c) to the contrary, at the Closing, DCHS shall cause the County to cause all mortgages, deeds of trust, financing statements and other similar liens encumbering the County’s fee interest in the County Owned Real Property and arising by, through or under the County to be released (other than liens for taxes not yet due).

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

6.3 Efforts to Close

. The Buyer Entities shall use their commercially reasonable efforts to satisfy all of the conditions precedent set forth in Section 8 to the extent that Bellin’s action or inaction can control or influence the satisfaction of such conditions, so that the Closing will occur on or before August 1, 2018.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF BELLIN AND THE BUYER ENTITIES

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. Notwithstanding anything herein to the contrary, the obligations of the Buyer Entities to consummate the transactions described herein are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent unless (but only to the extent) waived in writing by Bellin at the Closing:

7.1 Representations/Warranties

. The representations and warranties of DCHS contained in this Agreement shall be true and correct in all material respects when made and as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by DCHS on or before the Closing Date pursuant to the terms hereof shall have been duly complied with and performed in all respects.

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7.2 Approvals, Clearances and Licenses

.

(a) All material consents, authorizations, clearances, orders and approvals of (or filings or registrations with) any Government Entity or other Person required in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions described herein, including the Attorney General Consent, shall have been obtained or made when so required, except as for any documents required to be filed with, or consents, authorizations, orders or approvals required to be obtained from, as applicable, any Government Entity after the Closing Date.

(b) That certain Employee Lease Agreement, dated as of even date herewith, by and between Bellin and DCHS, with respect to the lease of Amy Dettman by DCHS, shall not have been terminated by DCHS other than due to the material breach of such agreement by Bellin.

(c) The County shall have approved, not later than April 1, 2018, the consummation of the transactions contemplated hereunder by DCHS and DCHS shall have delivered to Bellin evidence of such approval, which shall be satisfactory to Bellin in its sole discretion, not later than April 1, 2018.

(d) The Buyer Entities shall have received confirmation from all applicable Government Entities that upon the Closing all material Licenses required by Law to operate the Facilities and the other Assets as currently operated will be transferred to, or issued or reissued in the name of, the appropriate Buyer Entity.

(e) The Buyer Entities shall have obtained reasonable assurances that all certification from Government Health Care Programs of the Facilities for their operation by the applicable Buyer Entity will be effective as of the Closing and that the Buyer Entities may participate in and receive reimbursement from all such Government Health Care Programs effective as of the Closing; provided that the Buyer Entities acknowledge and agree that there may be some interruption of such reimbursement for a period of time following Closing and that such interruption shall not be deemed a failure to receive the reasonable assurance provided for herein. Without limiting the generality of the foregoing, all applications, reassignment, assignments and submission by all employed physicians of DCHS to all Government Health Care Programs in which such employed physicians are currently participating providers (including, without limitation, all 855Rs) will be complete and effective as of the Closing so that the Buyer Entities may participate in and receive reimbursement from all such Government Health Care Programs effective as of the Closing.

7.3 Title Policy

. At the Closing, the Title Company shall be ready, willing and able to issue the Title Policies (or marked Title Commitments containing no additional exceptions to title to the Real Property) to Bellin. The Title Policies shall be issued, at Bellin’s expense, on an ALTA Form 2006 Owner’s Title Policy in an amount equal to the portion of the Purchase Price being

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allocated to the Owned Real Property, as applicable, and shall insure to the Buyer Entities good and marketable title to the Owned Real Property, as applicable, subject only to: (i) current real estate taxes and assessments not yet due and payable, and (ii) the Permitted Encumbrances. The Title Policies shall have all standard and general exceptions deleted so as to afford full “extended form coverage” and shall contain such endorsements thereto as Bellin may reasonably require. Notwithstanding the foregoing, there shall be no exception for possible mechanics liens or possible unsettled taxes of any kind against DCHS or against the County or the Owned Real Property. DCHS shall pay and discharge all liens on or before the Closing Date; if DCHS fails to do so, the Buyer Entities shall have the option, at their election, to pay and discharge such liens, and all such amounts paid by the Buyer Entities shall be a credit against the Purchase Price.

7.4 Actions/Proceedings

. No action or proceeding before a court or any other Government Entity shall have been instituted or threatened to restrain or prohibit the transactions herein contemplated, and no Government Entity shall have taken any other action or made any request of any party hereto as a result of which Bellin reasonably and in good faith deems it inadvisable to proceed with the transactions hereunder.

7.5 No Material Adverse Change

. Since the date of this Agreement, there shall not have occurred any event, change or development that has had, or could be reasonably expected to have, a “material adverse effect” on the business, financial condition, or results of operations of either the Hospital, the other Facilities or any of the other Assets, taken as a whole. Notwithstanding anything to the contrary contained in this Agreement, the following will be presumed not to give rise to a “material adverse effect”: (a) the need for and obtaining any working capital financing from Bellin or any third party approved by Bellin hereunder (as described in this Agreement); (b) changes or proposed changes to any law, reimbursement rates or policies of governmental agencies or bodies that are generally applicable to hospitals or health care facilities; (c) requirements, reimbursement rates, policies or procedures of third-party payors or accreditation commissions or organizations that are generally applicable to hospitals or health care facilities; or (d) any failure to meet internal or published projections, estimates or forecasts of revenues, earnings, or other measures of financial or operating performance for any period following the Closing (“Projections”); provided that the underlying causes of said failure will not be excluded.

7.6 Insolvency

. DCHS shall not (i) be in receivership or dissolution, (ii) have made any assignment for the benefit of creditors, (iii) have admitted in writing its inability to pay its debts as they mature, (iv) have been adjudicated a bankrupt, or (v) have filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state, nor shall any such petition have been filed against DCHS.

7.7 Material Consents

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. The Buyer Entities shall have obtained all consents, waivers and estoppels of third parties that are set forth in Schedule 7.7 (collectively, the “Material Consents”).3 The Material Consents shall be in form and substance reasonably satisfactory to Bellin. The Buyer Entities shall cooperate in the assumption of the Assigned Contracts. For the avoidance of doubt, no Material Consent shall be deemed to have been received if same shall include any condition or requirement that, individually or in the aggregate, would either result in a material adverse effect as described above in Section 7.5, or could reasonably be anticipated to reduce the benefits of the transactions contemplated by this Agreement to any Party in so material and adverse a manner that such Party would not have entered into this Agreement had such condition or requirement been known on the date hereof.

7.8 Vesting/Recordation

. DCHS, and with respect to the Real Property the County, shall have furnished to the Buyer Entities, in form and substance reasonably satisfactory to Bellin, assignments or other instruments of transfer necessary or appropriate to transfer to and effectively vest in the appropriate Buyer Entity all right, title, and interest in and to the Facilities and the other Assets, in proper statutory form for recording if such recording is necessary or appropriate.

7.9 Closing Statement Approval

. Bellin shall have approved the Closing Statement, which approval may be withheld in Bellin’s sole discretion, and determined, in its sole discretion, that the Total Payment Obligations do not exceed the Payment Obligation Cap.

7.10 Environmental Survey

. Within a commercially reasonable period following the Execution Date, Bellin, in its discretion and at its sole cost, may commission (for delivery no later than sixty (60) days following the Execution Date) from one (1) or more reputable environmental consulting or engineering firms: (i) an assessment and report of survey, sampling, assessments and recommendations of friable asbestos-containing materials, mold, radon and/or lead based paint on the Real Property and Facilities; (ii) a Phase I environmental site assessment and report on the Real Property conducted in accordance with ASTM Standard Practice for Environmental Site Assessments (E-1527-13) or (iii) an architectural and structural report on the Real Property and the Facilities situated thereon. If Bellin commissions any such report within the time frame set forth above, then the scope, findings and conclusions of such report shall be reasonably satisfactory to Bellin; provided, however, that such satisfaction shall not be a condition precedent to any of the obligations of Bellin or any of the Buyer Entities hereunder unless Bellin shall have provided DCHS written notice of the items not satisfactory within thirty (30) days of Bellin’s receipt of such report, and shall afford DCHS at least thirty (30) days to correct or remediate such items before electing not to proceed with Closing.

7.11 Closing Deliveries

3 NTD: Landlord estoppels will be required for any material leases.

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. DCHS shall have delivered to the Buyer Entities, in accordance with the terms of this Agreement, all contracts, agreements, instruments, and documents required to be delivered by DCHS to Bellin pursuant to Section 2.2.

7.12 Retirement Plan Matter

. Bellin shall have determined, in its sole discretion, that the Closing Payment will be sufficient to allow the repayment of all Indebtedness of DCHS (other than Assumed Liabilities or Indebtedness owed to Bellin) at the Closing and the termination of the Retirement Plan and payment of all accrued benefits to participants in the Retirement Plan promptly following the Closing and otherwise consistent with the requirements of Section 306(7) of the MHFCA.

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF DCHS

. Notwithstanding anything herein to the contrary, the obligations of DCHS to consummate the transactions described herein are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent unless (but only to the extent) waived in writing by DCHS at or prior to the Closing:

8.1 Representations/Warranties

. The representations and warranties of the Buyer Entities contained in this Agreement shall be true and correct in all material respects when made and as of the Closing Date as though such representations and warranties had been made on and as of such Closing Date. Each and all of the terms, covenants, and conditions of this Agreement to be complied with or performed by any of the Buyer Entities on or before the Closing Date pursuant to the terms hereof shall have been duly complied with and performed in all respects.

8.2 Governmental Approvals

. All material consents, authorizations, orders and approvals of (or filings or registrations with) any Government Entity or other Person required in connection with the execution, delivery and performance by any of the Buyer Entities of this Agreement and the consummation of the transactions described herein, including the Attorney General Consent and, if required, a Certificate of Need from the Michigan Department of Health & Human Services, shall have been obtained or made when so required, except as for any documents required to be filed with, or consents, authorizations, orders or approvals required to be obtained from, as applicable, any Government Entity after the Closing Date.

8.3 Actions/Proceedings

. No action or proceeding before a court or any other Government Entity shall have been instituted or threatened to restrain or prohibit the transactions herein contemplated, and no Government Entity shall have taken any other action or made any request of any party hereto as a result of which DCHS reasonably and in good faith deems it inadvisable to proceed with the transactions hereunder.

8.4 Closing Deliveries

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. Bellin shall have delivered to DCHS, in accordance with the terms of this Agreement, all contracts, agreements, instruments and documents required to be delivered by Bellin to DCHS pursuant to Section 2.3.

9. RESTRICTIVE COVENANTS

.

9.1 Covenant Not to Compete

. DCHS hereby covenants that at all times from the Closing Date until the fifth (5 th) anniversary of the Closing Date (the “Restricted Period”), DCHS and its Affiliates shall not, directly or indirectly, own, lease, manage, operate, control, or participate in any manner with the ownership, leasing, management, operation or control of any business of Person which offers any services that are competitive with the Restricted Business within a sixty (60) mile radius of Iron Mountain, Michigan, without Bellin’s prior written consent (which Bellin may withhold in its sole and absolute discretion). “Restricted Business” shall mean any business or operations providing inpatient or outpatient healthcare services (including, without limitation, physician and other ambulatory services).

9.2 Covenant Not to Solicit

. DCHS hereby covenants that at all times from the Closing Date until the fifth (5 th) anniversary of the Closing Date, DCHS shall not, directly or indirectly, hire or solicit any employee or other service provider of any of the Buyer Entities or encourage any such employee or other service provider to leave such employment or engagement, as applicable. A general solicitation which is not directed specifically to any such employees or other service providers shall not be considered “soliciting” for purposes of this Section 9.2.

9.3 Breach

. In the event of a breach of this Section 9, DCHS recognizes that monetary damages shall be inadequate to compensate the Buyer Entities and the Buyer Entities shall be entitled, without the posting of a bond or similar security, to an injunction restraining such breach, with the costs (including attorneys’ fees) of securing such injunction to be borne by DCHS. Nothing contained herein shall be construed as prohibiting any of the Buyer Entities from pursuing any other remedy available to it for such breach or threatened breach. All parties hereto hereby acknowledge the necessity of protection against the competition of DCHS and its Affiliates and that the nature and scope of such protection has been carefully considered by the parties. DCHS further acknowledges and agrees that the covenants and provisions of this Section 9 form part of the consideration under this Agreement and are among the inducements for the Buyer Entities entering into and consummating the transactions contemplated herein. The period provided and the area covered are expressly represented and agreed to be fair, reasonable and necessary. The consideration provided for herein is deemed to be sufficient and adequate to compensate for agreeing to the restrictions contained in this Section 9. If, however, any court determines that the foregoing restrictions are not reasonable, such restrictions shall be modified, rewritten or interpreted to include as much of their nature and scope as will render them enforceable.

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10. ADDITIONAL AGREEMENTS.

10.1 Allocation of Purchase Price

. The Purchase Price shall be allocated among the various classes of Assets, including the DCHS Owned Real Property and the County Owned Real Property, in accordance with and as provided by Section 1060 of the Code, as determined by Bellin in its reasonable discretion. Within ninety (90) days of the Closing, Bellin shall provide DCHS with a preliminary allocation of the Purchase Price for DCHS’s review. The parties agree that any tax returns or other tax information they may file or cause to be filed with any Government Entity shall be prepared and filed consistently with such agreed upon allocation. In this regard, the parties agree that, to the extent required, they will each properly prepare and timely file Form 8594 in accordance with Section 1060 of the Code.

10.2 Termination Prior to Closing

. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time: (i) on or prior to the Closing Date by mutual, written consent of DCHS and Bellin; (ii) on or prior to the Closing Date by Bellin by written notice of termination to DCHS if (A) satisfaction of any condition which is material to Bellin’s or the Buyer Entities’ obligations under Section   7 of this Agreement becomes impossible or impractical with the use of commercially reasonable efforts (unless the failure results primarily from Bellin or one or more Buyer Entities breaching any representation, warranty, or covenant herein) (a “DCHS Failure”), (B) Bellin has previously delivered written notice of DCHS Failure to DCHS and DCHS has not, within fifteen (15) days of the delivery of such notice cured DCHS Failure and (C), DCHS Failure shall not have been waived in writing by Bellin; (iii) on or prior to the Closing Date by DCHS by written notice to Bellin if (A) satisfaction of any condition which is material to DCHS’ obligations under Section   8 of this Agreement becomes impossible or impractical with the use of commercially reasonable efforts (unless the failure results primarily from one or more DCHS’ breaching any representation, warranty, or covenant herein) (a “Bellin Failure”), (B) DCHS has previously delivered written notice of such Bellin Failure to Bellin and Bellin has not, within fifteen (15) days of the delivery of such notice cured such Bellin Failure and (C) such Bellin Failure shall not have been waived in writing by DCHS; (iv) by DCHS or Bellin by written notice to the other if the Closing shall not have taken place on or before 5:00 p.m. central time on August 1, 2018 (which date may be extended by mutual agreement of DCHS and Bellin), provided that the right to terminate pursuant to this subsection (iv) shall not be available to any party whose failure (or whose Affiliates failure) to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by such date; (v) by Bellin pursuant to Section 6.2 hereof, (vi) by any Buyer Entity pursuant to Section 12.1 or Section 12.2. If this Agreement is terminated pursuant to this Section 10.2, this Agreement shall be null and void and all rights and obligations of the County, DCHS, Bellin and the Buyer Entities hereunder shall terminate without any liability of any party to any other party, except that nothing herein shall prevent any party from pursuing any of its legal rights or remedies that may be granted to any party(ies) by Law against the other party(ies) to this Agreement as a result of any default by the other party(ies) in the observance or in the due and timely performance of such party(ies) of any of the covenants herein contained.

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10.3 Post-Closing Access to Information

. DCHS and the Buyer Entities acknowledge that subsequent to Closing each party may need access to information or documents in the control or possession of the other party for the purposes of concluding the transactions herein contemplated, the Buyer Entities’ operation of the Facilities and the other Assets, audits, compliance with governmental requirements and regulations, and the prosecution or defense of third party claims. Accordingly, DCHS and the Buyer Entities agree that for a period of six (6) years after Closing each will, unless prohibited by law or regulation, make reasonably available to the other’s agents, independent auditors, counsel, and/or Government Entities upon written request and at the expense of the requesting party such documents and information as may be available relating to the Facilities and the other Assets for periods prior and subsequent to Closing to the extent necessary to facilitate the conclusion of the transactions herein contemplated, the Buyer Entities’ operation of the Facilities and the other Assets, audits, compliance with the requirements and regulations of any Government Entities, and the prosecution or defense of claims. In addition, DCHS shall have access to documents and information in respect of periods prior to the Closing to the extent necessary to demonstrate DCHS’ compliance with the provisions of any Corporate Integrity Agreement of DCHS with the OIG. For a period of six (6) years after the Closing, each party agrees that, prior to the destruction or disposition of any such books or records, each party shall provide not less than forty-five (45) days’ prior written notice to the other party(ies) of such proposed destruction or disposal. If such other party desires to obtain any of such documents or records, it may do so by notifying the first party(ies) in writing at any time prior to the date scheduled for such destruction or disposal. In such event, the first party shall not destroy or dispose of such documents and the parties shall then promptly arrange for the delivery of such documents to the other party(ies), its or their successors or assigns. All reasonable documented out-of-pocket expenses associated with the delivery of the requested documents shall be promptly paid by a requesting party(ies) to the other party(ies).

10.4 Preservation and Access to Records After the Closing

. After the Closing, the Buyer Entities shall for the time period required by applicable Law, keep and preserve all medical and other records of the Facilities existing as of the Closing which constitute a part of the Assets delivered to the Buyer Entities at the Closing. For purposes of this Agreement, the term “records” includes all documents, electronic data and other compilations of information in any form. The Buyer Entities acknowledge that as a result of entering into this Agreement and operating the Facilities, the Buyer Entities will gain access to patient and other information which is subject to rules and regulations regarding confidentiality. The Buyer Entities agree to abide by any such rules and regulations relating to the confidential information the Buyer Entities acquire as applicable. The Buyer Entities agree to maintain the patient and personnel records delivered to the Buyer Entities at the Closing at the Facilities after Closing in accordance with applicable law (including, if applicable, Section 1861(v)(i)(I) of the Social Security Act (42 U.S.C. § 1395(v)(l)(i)), the privacy requirements of HIPAA and applicable state requirements with respect to medical privacy, and requirements of relevant insurance carriers of which the Buyer Entities are made aware, all in a manner consistent with the maintenance of patient and personnel records generated at the Facilities after the Closing. To the extent DCHS requires access to such patient records to fulfill its legal responsibilities, including defending itself in any legal proceeds, upon reasonable notice, during normal business

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hours, at the sole cost and expense of DCHS and upon the applicable Buyer Entity’s receipt of any legally required consents and authorizations, such Buyer Entity will afford to the representatives of DCHS, including its counsel and accountants, access to, and copies of, the applicable patient records transferred to the Buyer Entities at the Closing (including, without limitation, access to applicable patient records in respect of patients treated by DCHS at the Facilities). To the extent DCHS requires access to such Persons to fulfill its legal responsibilities, upon reasonable notice, during normal business hours and at the sole cost and expense of DCHS, the Buyer Entities shall also make their officers and employees available to DCHS at reasonable times and places after the Closing. Any copy of a patient record received from the Buyer Entities or any of the Facilities shall be promptly returned to the applicable Buyer Entity following its use by DCHS and DCHS shall retain no copies thereof. Any access to the Facilities, their records or the applicable Buyer Entity’s personnel granted to DCHS in this Agreement shall be upon the condition that any such access be consistent with applicable Law and not materially interfere with the business operations of any Buyer Entity or any of the Facilities.

10.5 Tax and Medicare Effect

. None of the parties (nor such parties’ counsel or accountants) has made or is making any representations to any other party (nor such party’s counsel or accountants) concerning any of the tax, Medicare, Medicaid or other reimbursement effects of the transactions provided for in this Agreement as each party hereto represents that each has obtained, or may obtain, independent tax, Medicare, Medicaid and reimbursement advice with respect thereto and upon which it, if so obtained, has solely relied.

10.6 Reproduction of Documents

. This Agreement and all documents relating hereto, including, without limitation, (a) consents, waivers and modifications which may hereafter be executed, (b) the documents delivered at the Closing, and (c) financial statements, certificates and other information previously or hereafter furnished to DCHS or the Buyer Entities, may, subject to the provisions of Section 12.10 hereof and the NDA, be reproduced by DCHS or the Buyer Entities, as applicable, by any photographic, photo static, microfilm, micro-card, miniature photographic or other similar process and DCHS and the Buyer Entities, as applicable, may destroy any original documents so reproduced. DCHS and the Buyer Entities agree and stipulate that any such reproduction shall be admissible in evidence as the original itself in any judicial, arbitral or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by DCHS or the Buyer Entities in the regular course of business) and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

10.7 Cooperation on Tax Matters

. Following the Closing, the parties shall cooperate reasonably with each other and shall make available to the other, as reasonably requested and at the expense of the requesting party, and to any taxing authority, all information, records or documents relating to tax liabilities or potential tax liabilities of DCHS for all periods on or prior to the Closing and any information which may be relevant to determining the amount payable under this Agreement, and shall

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preserve all such information, records and documents (to the extent a part of the Assets delivered to the Buyer Entities at the Closing) at least until the expiration of any applicable statute of limitations or extensions thereof. For the avoidance of doubt, any indemnification payments made pursuant to this Agreement shall be treated as adjustments to the Purchase Price for tax purposes.

10.8 Cost Reports

. DCHS, at its expense, shall prepare and timely file all terminating and other cost reports required or permitted by law to be filed under all Government Health Care Programs or any other third party payor programs and the State Health Agency for periods ending on or prior to the Effective Time, or as a result of the consummation of the transactions described herein (“Seller Cost Reports”). The Buyer Entities shall be entitled to retain any funds received by the Buyer Entities relating to the Seller Cost Reports and shall forward to DCHS any demand for payments within three (3) business days after receipt by such Buyer Entity. DCHS shall be responsible for all overpayments and any amounts owed relating to any Government Health Care Programs or any other third party payor programs and the State Health Agency pursuant to any Seller Cost Reports and shall immediately remit to the Buyer Entities all payments received from any Government Health Care Programs or any other third party payor programs and the State Health Agency relating to the Seller Cost Reports within twenty (20) business days of receipt. DCHS shall retain the originals of the Seller Cost Reports, correspondence, work papers and other documents relating to the Seller Cost Reports. DCHS will furnish copies of such cost reports to any Buyer Entity upon request.4

10.9 Misdirected Payments, Etc.

DCHS covenants and agrees to remit, with reasonable promptness (within five (5) business days after receipt) to the Buyer Entities any payments received, which payments are on or in respect of accounts or notes receivable owned by (or are otherwise payable to) the Buyer Entities. In addition, and without limitation, in the event of a reasonable determination by Bellin or the determination by any Government Health Care Program or other third-party payor that payments to DCHS or the Facilities resulted in an overpayment or other determination that funds previously paid by any Government Health Care Program or other third-party payor to DCHS or the Facilities must be repaid, DCHS shall be responsible for repayment of said monies (or the defense or cost of such defense of such actions) if such overpayment or other repayment determination was for services rendered prior to the Effective Time and the Buyer Entities shall be responsible for repayment of said monies (or defense of such actions) if such overpayment or other repayment determination was for services rendered after the Effective Time. In the event that, following Closing, any Buyer Entity suffers any offsets against reimbursement under any Government Health Care Program or other third-party payor due to any Buyer Entity, relating to amounts owing under any such programs by DCHS or any of its Affiliates, DCHS shall within five (5) business days after notice from any Buyer Entity pay to such Buyer Entity the amounts so billed or offset.

10.10 Employee Matters

4 NTD: Need to confirm how cost reports are to be handled post-Closing.

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.

(a) As of the Effective Time, and conditioned up the occurrence of the Closing, the Buyer Entities shall offer employment (subject to standard employment screening routinely conducted by Bellin and its Affiliates for their other employees) on an at-will basis to any active employees (including any employees who are on statutory family or medical leave, military leave, short-term disability, or other short-term leave of up to 90 days). Such offers of employment with respect to physician employees shall be subject to such physician employees entering into written employment agreements. DCHS agrees to use its best efforts to assure that the transfer of any applicable employees from DCHS to the Buyer Entities complies in all respects with Section 307(2) of the MHFCA.

(b) All such employees who accept such offers and commence employment with a Buyer Entity (together, the “Buyer Employees”) shall be eligible to participate in employee benefit plans or programs substantially similar to those offered by Bellin to similarly situated Bellin employees. The foregoing notwithstanding, Bellin reserves the right to maintain separate and distinction benefit plans at different facilities and to amend or terminate any such benefit plans or programs at any time.

(c) The Buyer Entities acknowledge that Section 307(2) of the MHFCA limits the ability of DCHS to proceed with the sale of assets under this Agreement unless the Buyer Entities agree to assume the two existing collective bargaining agreements to which DCHS is currently a party. DCHS agree to negotiate in good faith with the unions that are the counter parties to such collective bargaining agreements over the terms of any amendments to the current agreements reasonable requested by the Buyer Entities as conditions to closing, including (but not by way of limitation) any amendments that may be required to facilitate the termination of the Retirement Plan or to preserve Bellin’s ability to make future changes in benefit plans or programs without additional collective bargaining.

(d) Bellin shall cause the other Buyer Entities to offer or cause to be offered enrollment in the appropriate Buyer Plan that is a group health plan to any Buyer Employee together with the eligible dependents of such Buyer Employee

(e) Prior to the Effective Time, DCHS shall temporarily or permanently close or shut down any “single site of employment” or one or more facilities or operating units within a single site of employment, as such terms are used or defined in the WARN Act. DCHS represents that DCHS has not had any such shutdowns or layoffs within the period of at least 90 days before the Closing. On the Closing Date, the Buyer Entities shall offer employment to a sufficient number of employees on such terms that none of DCHS or the Buyer Entities are required to give any notices pursuant to the WARN Act.

10.11 Use of Controlled Substance Permits

. To the extent permitted by applicable law, each applicable Buyer Entity shall have the right, for a period not to exceed one hundred eighty (180) days following the Closing Date, to operate under the licenses and registrations of DCHS relating to controlled substances and the operations of pharmacies and laboratories, until such Buyer Entity is able to obtain such licenses

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and registrations for itself. In furtherance thereof, DCHS shall execute and deliver to the corresponding Buyer Entities at or prior to the Closing limited powers of attorney substantially in the form of Exhibit D hereto. The Buyer Entities shall apply for all such licenses and permits as soon as reasonably possible before and after the Closing and shall diligently pursue such applications.5

10.12 Access to Records Including as to Recovery and Audit Information

. If, following Closing, any Person (including any Government Entity) makes a claim, inquiry or request to any Buyer Entity or Acquired Entity relating to DCHS’ operation of the Facilities prior to the Effective Time (including but not limited to a notice to any Buyer Entity from a Person responsible for retroactive payment denials, including recovery audit contractors) of their intent to review claims with respect to the operation of the Facilities prior to the Effective Time, or otherwise seeks information pertaining to DCHS, the Buyer Entities shall use reasonable commercial efforts to: (i) comply with all requests from such Person in a timely manner; (ii) forward to DCHS all communications and/or documents received from such Person within a commercially reasonable period of time following receipt of such communications and/or documents and (iii) provide DCHS and its agents and attorneys, upon reasonable request and at the sole cost and expense of DCHS, with reasonable access to records, information and personnel necessary for any appeal or challenge regarding any such retroactive payment denials (with the understanding that DCHS shall be solely responsible for handling any appeals).

10.13 Tail Insurance

. The Buyer Entities shall, at their sole cost and expense, obtain “tail” insurance from an insurer (or insurers) of its choosing to insure DCHS  and its officers  directors and employees against professional liability, workers compensation, directors and officers liability, and general liabilities of the Facilities relating to all periods prior to the Closing. The insurance so obtained shall be for an unlimited tail period, except the directors and officers liability is limited for 6 years, and such insurance shall have the same coverage levels as the current DCHS insurance policies, including the current umbrella professional liability policy.

10.14 Continuation of Operation of Hospital; Charity Care

. For a period of at least five (5) years following the Closing Date, the Buyer Entities shall continue to operate the Hospital as a hospital (either as an general acute care hospital or a critical access hospital). In addition to the above, Bellin shall comply with MHFCA, including Section 306 thereof. So long as the Hospital is operated as a hospital Bellin shall conduct, or shall cause the appropriate Buyer entity to conduct the business and operations of the Hospital in such a manner as to satisfy the charitable purposes of Bellin under Section 501(c)(3) of the Internal Revenue Code of 1986 and community benefits standards set forth in Revenue Ruling 69-545, including, without limitation (i) accepting Medicare and Medicaid patients; (ii) accepting in accordance with applicable laws all patients in an emergency condition in an emergency room without regard to the age, race, religion, gender, source of payment or the ability of such emergency patients to pay; (iii) providing and maintaining public health programs 5 NTD: Subject to further diligence to confirm applicability.

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of educational benefit to a broad cross section of the communities served by the Hospital; (iv) generally promoting the health, wellness and welfare of the community by providing quality health care at a reasonable cost; and (v) maintaining the indigent care policies similar to those maintained by Bellin.

10.15 Governance

. Bellin will appoint an initial Board of Directors for the Hospital (a “Board of Directors”) to preside immediately following the Closing to be comprised of 11 members (each a “Board Member”); provided that (a) five (5) Board Members will be residents of Dickinson County (“Initial DCHS Directors”), and (b) two (2) Board Members shall be members of the Hospital medical staff. The Initial DCHS Director appointees to the Board of Directors shall be nominated by the then current DCHS Board of Directors, which nominations shall be provided to Bellin not more than thirty (30) days prior to Closing; Bellin shall consider such nominations in good faith and shall appoint those Persons whom Bellin believes, in its good faith judgment, shall represent Bellin and the Hospital in a manner that is consistent with past practices and in the best interests of the community served by the Hospital. Bellin shall fill any vacancies in its reasonable judgment. Thereafter, Bellin shall appoint, or replace, all members of the Board of Directors of the Hospital in its reasonable judgment. The Board of Directors of the Hospital shall meet on a regular basis and have the following powers/duties with respect to the business and operations of the Hospital, subject to Bellin retaining reserved powers to make all other decisions relative to the governance of the Hospital:

(a) Medical staff appointment, credentialing and discipline;

(b) Quality improvement;

(c) Origination of operating and capital budgets (for approval by Bellin);

(d) Origination of strategic plan (for approval by Bellin);

(e) Recommendations on the appointment and termination of CEO (for final decision by Bellin); and

(f) Recommendations on the termination of services (for final decision by Bellin).

11. INDEMNIFICATION.

11.1 Indemnification by the Buyer Entities

. Subject to the limitations set forth in Section 11.3 hereof, the Buyer Entities, jointly and severally, shall defend, indemnify and hold harmless DCHS, its Affiliates, and its and their respective officers, directors, employees, agents or independent contractors, other than the County (individual a “Seller Indemnified Party” and collectively, “Seller Indemnified Parties”), from and against any and all losses, liabilities, damages, costs (including, without limitation, court costs and costs of appeal) and expenses (including, without limitation, reasonable attorneys’ fees and fees of expert consultants and witnesses and environmental consultant fees)

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(collectively, “Losses”) that such Seller Indemnified Party incurs as a result of, which arises out of, or with respect to (i) any breach or inaccuracy of any representation or warranty by any of the Buyer Entities contained in this Agreement or in any certificate or instrument delivered by or on behalf of any of the Buyer Entities pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date), (ii) any breach by any of the Buyer Entities of, or any failure by any of the Buyer Entities to perform, any covenant or agreement of, or required to be performed by, any of the Buyer Entities under this Agreement or (iii) any of the Assumed Liabilities

.

11.2 Indemnification by DCHS

. Subject to the limitations set forth in Section 11.3 hereof, DCHS shall defend, indemnify and hold harmless the Buyer Entities and its and their respective Affiliates, and its and their respective officers, directors, employees, agents, or independent contractors (individually, a “Buyer Indemnified Party” and, collectively, “Buyer Indemnified Parties”), from and against any and all Losses that such Buyer Indemnified Party incurs as a result of, which arises out of, or with respect to (i) any breach or inaccuracy of any representation or warranty by DCHS contained in this Agreement or in any certificate or instrument delivered by or on behalf of DCHS pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date), (ii) any breach by DCHS of, or any failure by DCHS to perform, any covenant or agreement of, or required to be performed by, DCHS under this Agreement, (iii) any of the Excluded Liabilities, (iv) any claim made by a third party with respect to the operation of the Facilities, the other Assets or DCHS prior to the Effective Time, or (v) in the event that access to records is provided to DCHS after the Closing pursuant to Section 10.4, any claims that are alleged to arise from any use or disclosure of patient or personnel records.

11.3 Limitations

. The Buyer Entities and DCHS shall be liable under Section 11.1(i) or Section 11.2(i) (i.e., for breaches or inaccuracies of representations or warranties), as applicable, only when the total indemnification claims for which such indemnifying party is responsible exceed Two Hundred Thousand Dollars ($200,000) (the “Basket Amount”), after which the Buyer Entities, or DCHS, as applicable, shall be liable for all such losses from the first dollar (i.e., including the Basket Amount), subject to the remaining provisions of this Section 11.3; provided that the foregoing limitation shall not apply to any claims for any breach or inaccuracy of any Fundamental Representation. 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 inaccuracies or breaches of any representation or warranty which inaccuracies or breaches have been specifically waived in writing pursuant to the initial paragraph of Section 7 or Section 8, as applicable. The liability of the Buyer Entities for indemnification under Section 11.1(i) shall, collectively, be limited to an amount equal to the Purchase Price. The liability of DCHS for indemnification under Section 11.2(i) (together with Section 11.1(i), collectively, the “Limited Sections”)) shall be limited to an

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amount equal to the Purchase Price. Notwithstanding the foregoing provisions of this Section 11.3, the limitations on liability set forth above and the Basket Amount shall not apply to claims (a) under any provision of this Agreement other than the Limited Sections or (b) arising or resulting from intentional misrepresentation or fraud. Following the Closing, in determining (i) whether there has been a breach or inaccuracy in a representation or warranty, or (ii) the amount of any Losses with respect to any such breach or inaccuracy, all “material, “materiality,” and similar qualifiers shall be disregarded.

11.4 Notice and Control of Litigation

. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the Person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigation; provided, further, that the Indemnifying Party may not assume and conduct the defense if the claim involves criminal or quasi-criminal allegations. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise, or final determination thereof; provided, further, that the Indemnifying Party may not assume and conduct the defense if the claim involves criminal or quasi-criminal allegations. Anything in this Section 11.4 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise, and settle such claim, (ii) in the event that a proposed settlement requires the Indemnified Party to admit any wrongdoing or take or refrain from taking any action, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified Party, and (iii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All parties agree to cooperate fully as necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the indemnity with respect to the subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

11.5 Notice of Claim

. If an Indemnified Party becomes aware of any breach of the representations or warranties of the Indemnifying Party hereunder or any other basis for indemnification under this

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Section 11 (except as otherwise provided for under Section 12.4), the Indemnified Party shall notify the Indemnifying Party in writing of the same within forty-five (45) days after becoming aware of such breach or claim, specifying in detail the circumstances and facts which give rise to a claim under this Section 11. Should the Indemnified Party fail to notify the Indemnifying Party within the time frame required above, the indemnity with respect to the subject matter of the required notice shall be limited to the damages that would have nonetheless resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

11.6 Mitigation

. The Indemnified Party shall take all reasonable steps to mitigate all liabilities and claims, including availing itself as reasonably directed by the Indemnifying Party of any defenses, limitations, rights of contribution, claims against third-parties (other than the Indemnified Party’s insurance carriers) and other rights at law, and shall provide such evidence and documentation of the nature and extent of any liability as may be reasonably requested by the Indemnifying Party. Each party shall act in a commercially reasonable manner in addressing any liabilities that may provide the basis for an indemnifiable claim (that is, each party shall respond to such liability in the same manner that it would respond to such liability in the absence of the indemnification provided for in this Agreement). Any request for indemnification of specific costs shall include invoices and supporting documents containing reasonably detailed information about the costs or damages for which indemnification is being sought.

12. MISCELLANEOUS

.

12.1 Schedules

. Each Schedule and Exhibit to this Agreement shall be considered a part hereof as if set forth herein in full. From the date hereof until the Closing Date, DCHS may update its Schedules, subject to the other party’s approval rights described below. Any other provision herein to the contrary notwithstanding, all Schedules, Exhibits, or other instruments provided for herein and not delivered at the time of execution of this Agreement or which are incomplete at the time of execution of this Agreement shall be delivered or completed within fifteen (15) business days after the Execution Date or prior to the Closing, whichever is sooner. If any Buyer Entity, in its sole and absolute discretion, determines that it should not consummate the transactions contemplated by this Agreement because of any information contained in a Schedule or Exhibit that is delivered to such party after the Execution Date or which is incomplete as of the Execution Date, or that is amended or updated after the Execution Date, then such party may terminate this Agreement on or before the Closing by giving written notice thereof to DCHS.

12.2 Due Diligence

. Prior to the Closing, the Buyer Entities will conduct a due diligence investigation relative to DCHS and the Facilities and the representations, warranties and covenants of DCHS.

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DCHS agrees to provide the Buyer Entities and its agents and representatives with any and all due diligence documents reasonably requested by the Buyer Entities. Any of the Buyer Entities shall have the right, in its sole discretion, to terminate this Agreement at any time prior to the Closing, without any liability therefor, should it determine that any representation, warranty or covenant of DCHS is untrue, misleading or cannot be verified through the due diligence process or if such Buyer Entity determines through the due diligence process that the transactions contemplated herein are not in the best interests of such Buyer Entity, as determined in its sole discretion.

12.3 Additional Assurances

. The provisions of this Agreement shall be self-operative and shall not require further agreement by the parties except as may be herein specifically provided to the contrary; provided, however, at the request of a party, the other party or parties shall execute such additional instruments and take such additional actions as are consistent with this Agreement and are necessary or convenient to consummate the transactions contemplated hereby, with each party bearing its own costs and expenses incurred by such party related thereto. In addition and from time to time after the Closing, DCHS shall execute and deliver such other instruments of conveyance and transfer, and take such other actions as the Buyer Entities reasonably may request, more effectively to convey and transfer full right, title, and interest to, vest in, and place the Buyer Entities in legal and actual possession of, any and all of the Facilities and the Assets. DCHS shall also furnish the Buyer Entities with such information and documents in their possession or under their control, or which DCHS can execute or cause to be executed, as will enable the Buyer Entities (or, following the Closing, the Acquired Companies) to prosecute any and all petitions, applications, claims, and demands relating to or constituting a part of the Facilities or the Assets. Additionally, DCHS shall cooperate and use their best efforts to have their present directors, officers, and employees cooperate with the Buyer Entities on and after Closing in furnishing information, evidence, testimony, and other assistance in connection with any action, proceeding, arrangement, or dispute of any nature with respect to matters pertaining to all periods prior to Closing in respect of the items subject to this Agreement.

12.4 Consented Assignment

. Anything contained herein to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any claim, right, contract, license, lease, commitment, sales order, or purchase order if an attempted assignment thereof without the consent of the other party thereto would constitute a breach thereof or in any material way affect the rights of DCHS is thereunder, unless such consent is obtained. DCHS shall use reasonable commercial efforts to obtain any third party consents to the transactions contemplated by this Agreement. If such consent is not obtained, or if an attempted assignment would be ineffective or would materially affect the rights thereunder of DCHS so that the Buyer Entity would not in fact receive all such rights, DCHS shall cooperate in good faith in any reasonable arrangement designed to provide for the Buyer Entity the benefits under any such claim, right, contract, license, lease, commitment, sales order, or purchase order, including, without limitation, taking commercially reasonable steps to enforce any and all rights of DCHS against the other party or parties thereto arising out of the breach or cancellation by such other party or otherwise.

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12.5 Consents, Approvals and Discretion

. Except as herein expressly provided to the contrary, whenever this Agreement requires any consent or approval to be given by a party, or whenever a party must or may exercise discretion, the parties agree that such consent or approval shall not be unreasonably withheld or delayed and such discretion shall be reasonably exercised.

12.6 Choice of Law

. The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to conflict of laws principles.

12.7 Benefit/Assignment

. Subject to provisions herein to the contrary, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors, and assigns. DCHS may assign this Agreement without the prior written consent of Bellin.

12.8 No Brokerage

. Except as set forth on Schedule 12.8, the Buyer Entities, on the one hand, and DCHS, on the other hand, (i) each represent and warrant to the other that it has not engaged a broker in connection with the transactions described herein and (ii) covenant and agree to be solely liable for and obligated to satisfy and discharge all loss, cost, damage, or expense arising out of claims for fees or commissions of brokers employed or alleged to have been employed by such party.

12.9 Cost of Transaction

. Whether or not the transactions contemplated hereby shall be consummated, the parties agree as follows: (i) DCHS shall pay the fees, expenses, and disbursements of DCHS and its and their respective agents, representatives, accountants, and legal counsel incurred in connection with the subject matter hereof and any amendments hereto; (ii) Bellin shall pay the fees, expenses, and disbursements of the Buyer Entities and its and their respective agents, representatives, accountants and legal counsel incurred in connection with the subject matter hereof and any amendments hereto; and (iii) the Buyer Entities shall pay for the Title Policy and the Surveys. The Buyer Entities shall be responsible for the amount of any transfer taxes incurred in connection with the transactions contemplated by this Agreement. DCHS shall pay the cost of pursuing and obtaining the Attorney General Consent, including the cost of any third party valuation expert.

12.10 Confidentiality

.

(a) It is understood by the parties hereto that the information, documents, and instruments delivered to the Buyer Entities by DCHS and its agents and the information, documents, and instruments delivered to DCHS by the Buyer Entities and their respective agents are of a confidential and proprietary nature. Each of the parties hereto agrees that prior to the

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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 Government Entities 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) DCHS acknowledges 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 DCHS and its Affiliates, agents and representatives, that the preservation of the confidentiality of such information by each of the foregoing is an essential premise of the bargain between DCHS and the Buyer Entities, and that the Buyer Entities would be unwilling to enter into this Agreement in the absence of this Section 12.10. Accordingly, DCHS hereby agrees that (i) at the Closing, DCHS will assign to the Buyer Entities all of its respective rights under confidentiality agreements with other bidders that relate to the proposed sale of the Assets or to the Facilities or any other related information and (ii) DCHS will not and will cause its Affiliates, agents and representatives not to, at any time on or after the Closing Date, directly or indirectly, without the prior written consent of Bellin, disclose or use any confidential or proprietary information involving or relating to the Assets, the Facilities 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 Law 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 and that therefore DCHS, on the one hand, or the Buyer Entities, on the other hand, 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 counsel to DCHS or counsel to the Buyer Entities are required by applicable Law or are otherwise required to be disclosed pursuant to applicable state Law.

12.11 Public Announcements

. DCHS and the Buyer Entities mutually agree that no party hereto shall release, publish, or otherwise make available to the public in any manner whatsoever any information or announcement regarding the transactions herein contemplated without the prior written consent of DCHS and Bellin, except for information and filings reasonably necessary to be directed to

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governmental agencies to fully and lawfully effect the transactions herein contemplated or required in connection with securities and other laws.

12.12 CON Disclaimer.

This Agreement shall not be deemed to be an acquisition or obligation of a capital expenditure or of funds within the meaning of the certificate of need laws of any state, until the appropriate Governmental Authorities shall have granted a certificate of need or other appropriate approval or determined that no certificate of need or other approval is required.

12.13 Waiver of Breach

. The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to constitute, a waiver of any subsequent breach of the same or any other provision hereof. Any waiver of a breach or violation of any provision of this Agreement must be in writing and signed by the party waiving such breach or violation to be effective.

12.14 Notice

. Any notice, demand, or communication required, permitted, or desired to be given hereunder shall be deemed effectively given when personally delivered, when received by receipted overnight delivery, or five (5) days after being deposited in the United States mail, with postage prepaid thereon, certified or registered mail, return receipt requested, addressed as follows:

DCHS: Dickinson County Healthcare System, Inc.1721 South Stephenson AvenueIron Mountain, MI 49801Attn: John Schon, President

With a copy to:

Mike CelelloMouw & Celello, PC100 E. C St.PO Box 747Iron Mountain, MI 49801

Gary J. McRayFoster Swift Collins & Smith, PC313 S. Washington SquareLansing, MI 48933

Bellin or anyBuyer Entity: Bellin Health Systems, Inc.

744 South Webster Avenue

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Green Bay, WI 54305Attn: George Kerwin, Chief Executive Officer

With a copy to:

Foley & Lardner LLP 321 North Clark Street, Suite 2800Chicago, IL 60654Attn: Roger Strode

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.

12.15 Severability

. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice, or disturb the validity of the remainder of this Agreement, which shall be and remain in full force and effect, enforceable in accordance with its terms.

12.16 Gender and Number

. Whenever the context of this Agreement requires, the gender of all words herein shall include the masculine, feminine, and neuter, and the number of all words herein shall include the singular and plural.

12.17 Divisions and Headings

. The divisions of this Agreement into sections and subsections and the use of captions and headings in connection therewith are solely for convenience and shall have no legal effect in construing the provisions of this Agreement.

12.18 Survival

. All of the representations, warranties, covenants, and agreements made by the parties in this Agreement or pursuant hereto in any certificate, instrument, or document shall survive the consummation of the transactions described herein, and may be fully and completely relied upon by DCHS and the Buyer Entities, as the case may be, notwithstanding any investigation heretofore or hereafter made by any of them or on behalf of any of them, and shall not be deemed merged into any instruments or agreements delivered at the Closing or thereafter. Notwithstanding anything in this Section   12.18 which may be to the contrary, any claim, demand, or cause of action with respect to a breach of any representation or warranty made in this Agreement must be made or brought, if at all, within two (2) years after the Closing Date (the “Survival Period”) (other than (i) the representations or warranties contained in Section   3.1 , Section   3.2 , Section 3.3, the first two sentences of Section 3.10, Section 3.11, Section 4.1, Section 4.2 and Section 4.3, which shall survive indefinitely (such representations and warranties referred to as the “Fundamental Representations”), (ii) the representations or warranties contained in Section 3.7, Section 3.8 and Section 3.14, which shall survive for four (4) years

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after the Closing and (iii) the representations or warranties contained in Section 3.12, Section 3.15 and Section 3.20, which shall survive until the longer of four (4) years from the Closing or 90 days after the expiration of the applicable statute of limitations relating to the underlying claim, including extensions and waivers). For the avoidance of doubt, this Section   12.18 shall not affect any rights to bring claims based on any (w) any covenant or agreement of the parties which contemplates performance after the Closing, (x) the obligations of the Buyer Entities under Section 11.1(ii) or Section 11.1(iii), or (z) the obligations of DCHS under any other clause of Section 11.2 other than Section 11.2(i).

12.19 Affiliates

. As used in this Agreement, the term “Affiliate” means, as to the entity in question, any Person that directly or indirectly controls, is controlled by or is under common control with, the entity in question and the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity whether through ownership of voting securities, by contract or otherwise.

12.20 Waiver of Jury Trial

. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATIONS. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.

12.21 Accounting Date

. The transactions contemplated hereby shall be effective for accounting purposes as of 12:01 a.m. on the Closing Date, unless otherwise agreed in writing by DCHS and Bellin. The parties will use commercially reasonable efforts to cause the Closing to be effective as of a month end, with equitable adjustments made to the Purchase Price necessary to give effect to the foregoing.

12.22 No Inferences

. Inasmuch as this Agreement is the result of negotiations between sophisticated parties of equal bargaining power represented by counsel, no inference in favor of, or against, either party shall be drawn from the fact that any portion of this Agreement has been drafted by or on behalf of such party.

12.23 Limited Third Party Beneficiaries

. The terms and provisions of this Agreement are intended solely for the benefit of the

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Buyer Entities, DCHS and their respective permitted successors or assigns, and it is not the intention of the parties to confer, and this Agreement shall not confer, third-party beneficiary rights upon any other Person.

12.24 Entire Agreement/Amendment

. With the exception of the Agreement for Use and Non-Disclosure of Confidential Information between Bellin and DCHS (the “NDA”), this Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the within subject matter, and no party shall be entitled to benefits other than those specified herein. As between or among the parties, no oral statements or prior written material not specifically incorporated herein shall be of any force and effect. The parties specifically acknowledge that in entering into and executing this Agreement, the parties rely solely upon the representations and agreements contained in this Agreement and no others. All prior representations or agreements, whether written or verbal, not expressly incorporated herein are superseded, and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by all parties hereto. This Agreement may be executed in two or more counterparts, each and all of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

12.25 Risk of Loss

. The risk of loss or damage to any of the Assets, the Hospital and all other property the transfer of which is contemplated by this Agreement, shall remain with DCHS until the Closing and DCHS shall maintain its insurance policies covering the Assets, the Hospital and all other such property through the Closing.

12.26 Enforcement of Agreement

. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions (without the need to post bond or other security) to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

[Signature Page Follows]

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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.

DICKINSON COUNTY HEALTHCARE SYSTEM, INC.

By:

Title:

BELLIN HEALTH SYSTEMS, INC.

By:

Title:

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