Salem CHAPA Filed Complaint with Order to Show Cause

10/14/2022

CHC2022246440

Brian Rath (Attorney I.D. 350311999) BUCHANAN INGERSOLL & ROONEY PC Incorporated in Pennsylvania 700 Alexander Park, Suite 300 Phone: (609) 987 6827 Fax: (609) 520 3630 brian.rath@bipc.com

Attorneys for Petitioner

Salem County Hospital Corp. dba Salem Medical Center

IN THE MATTER OF THE APPROVAL OF A TRANSACTION WHEREBY INSPIRA HEALTH NETWORK, INC. WILL BECOME THE SOLE CORPORATE MEMBER OF SALEM COUNTY HOSPITAL CORP., dba SALEM MEDICAL CENTER PURSUANT TO N.J.S.A. 26:2H 7.10, et seq.

SUPERIOR COURT OF NEW JERSEY CHANCERY DIVISION: SALEM COUNTY

DOCKET NO. CIVIL ACTION

VERIFIED COMPLAINT

Petitioner, Salem County Hospital Corp. dba Salem Medical Center ("SMC" or the "Petitioner"), a New Jersey nonprofit corporation, by way of verified complaint states as follows: Introduction

1. The proceeding is an application under the Community Health Care Assets Protection Act, N.J.S.A. 26:2H 7.10 et seq. ("CHAPA") for approval of a transaction (the “Proposed Transaction") as described in the Membership Transfer Agreement (the “Agreement”) between SMC and Inspira Health Network, Inc. ("Inspira"), wherein Inspira will become the sole member/parent corporation of SMC. The Agreement is attached hereto at Exhibit A.

2. As required by CHAPA, SMC sought a recommendation from the Attorney General of the State of New Jersey (the "Attorney General") to this Court to approve the Proposed Transaction.

3. By letter dated October 15, 2021 SMC submitted an initial application to the Attorney General as required by CHAPA and, over the course of approximately nine months, provided additional documentation as requested by the Attorney General (the "CHAPA Application").

4. The Attorney General has conducted a public hearing as required by CHAPA and has completed his review of the CHAPA Application, in consultation with the Commissioner of the New Jersey Department of Health.

5. Ultimately, the Attorney General has found, in accordance with N.J.S.A. 26:2H7.11(b), that the Proposed Transaction is in the public’s interest The Attorney General announced his recommendation to the Court to approve the Proposed Transaction in a written report dated October 4, 2022 (the "Attorney General's Report"), a copy of which is attached hereto as Exhibit B.

6. Pursuant to N.J.S.A. 26:2H 6.1, et seq. and N.J.A.C. 8:33 3.3(h)3, a Certificate of Need is not required with respect to a transaction involving a change in the membership of a nonprofit corporation, where the members are individuals or nonprofit corporations, and there is no purchase or sale of assets, such as the Proposed Transaction Only prior written notice is required to be provided to the Department of Health. A copy of the August 25, 2022 letter from Inspira to the Department of Health containing notice of the Proposed Transaction is attached hereto as Exhibit C.

7. Pursuant to N.J.S.A. 26:2H 7.11, Petitioner now requests this Court's approval of the Proposed Transaction following completion of the Attorney General's review.

Parties to the Proposed Transaction

8. SMC is a New Jersey nonprofit corporation and is recognized as an organization described under Section 501(c)(3) of the Internal Revenue Code ("Code"). SMC is organized to engage in the delivery of and to carry on, sponsor or participate, directly or through one or more affiliates, any activities related to delivering high quality, compassionate healthcare to Greater Salem County. SMC is the operator of Salem Medical Center, a licensed acute care hospital in Salem County, New Jersey (the “Hospital”). The Hospital an important provider of health care to residents of Salem County and Southern New Jersey.

9. SMC is affiliated with Salem Medical Center Foundation (the “Foundation”), a New Jersey nonprofit organization and with certain health care related taxable subsidiaries including Salem ASC, LLC and Muhlenberg ASC, LLC.

10. The Hospital, General Acute Care Hospital License No. 71702, is a regional hospital in Salem, Salem County with 87 ICU and Medical/Surgical beds and a 26 bed Behavioral Health Unit. The Hospital treats approximately 200 inpatients every month, and more than 1600 patients go through the Hospital’s emergency department in a year. SMC employs more than 500 people and is one of the largest employers in the area.

11. Inspira is a New Jersey nonprofit corporation formed pursuant to the New Jersey Nonprofit Corporation Act, N.J.S.A. §§ 15A: 1 1 et seq. and is recognized as an organization described under Section 501(c)(3) of the Code. Inspira is the parent corporation of a nonprofit integrated health care delivery system that includes three hospitals, Inspira Medical Center Elmer, Inspira Medical Center Mullica Hill, and Inspira Medical Center Vineland and various other ancillary service providers.

Background to the Proposed Transaction

12. Throughout its existence, SMC has and continues to provide outstanding health care to in the Salem County community; however, for a number of years, SMC has been financially vulnerable Beginning in 2020, SMC suffered a substantial financial setback as a result of COVID 19. SMC determined that the unforeseen financial deterioration caused by the pandemic created an immediate need to transfer ownership of SMC in the most expeditious way possible.

13. On June 7, 2021, SMC’s Board of Trustees (the “Board”) began deliberations regarding the necessity of securing a potential transfer of ownership, and its direct relation to enabling SMC to continue to fulfill its mission and purpose, or run the risk of SMC’s closure due to lack of funds. Moreover, the Board determined that a bankruptcy was not a viable alternative to proceeding with a potential transfer of ownership transaction.

14. The SMC Board of Trustees decided to pursue the Proposed Transaction based upon: (1) the conclusions reached in a December 21, 2020 Community Needs Assessment Report conducted by ECG Consulting (the “ECG Report”); (2) the institutional knowledge of the principals of SMC obtained from the acquisition of SMC less than 3 years prior; and (3) weighing the risks of losing staff during an unprecedented industry wide shortage of healthcare workers.

15. The Board determined that a transfer of ownership transaction was necessary to enable SMC to remain open and satisfy its mission and purpose, and recognized that conducting discussions about a transaction with a limited number of parties was the only viable path to keeping SMC open. In short, an immediate transaction affiliating with another health care entity was necessary in order to avoid the reduction of services to the Hospital’s community or, at worst, closure of the Hospital.

16. The process of selecting a limited number of suitors was determined by the limited expressions of interest by Inspira and two other potential suitors in response to direct queries by SMC.

17. Representatives from the Board established contact with the executive leadership of each potential transaction partner, and engaged in a series of discussions regarding a possible transaction with SMC, including the evaluation of various possible acquisition or affiliation structures. The result of these discussions was the ultimate selection of Inspira as being the best suited partner with which to close the proposed transaction in the form of a single-member substitution.

18. On September 13, 2021, the Board authorized SMC to negotiate and execute a Memorandum of Understanding (“MOU”) with Inspira. The MOU was fully executed September 20, 2021, after which negotiations on a definitive agreement began.

19. On December 17, 2021, the parties executed a Membership Transfer Agreement (“MTA”) in which Inspira will substitute for SMC’s individual corporate members as the sole corporate member of SMC.

Structure of the Proposed Transaction

20. In accordance with the terms of the MTA, upon receipt of all required approvals and the satisfaction of other conditions to closing, SMC will file a Certificate of Amendment of the Certificate of Incorporation with the State of New Jersey and amend its Bylaws establishing Inspira as its sole member. Immediately following the consummation of the Proposed Transaction, Inspira will become the sole member of SMC and the operator of the Hospital.

21. As of the effective date of the Proposed Transaction, SMC will continue to: (1) maintain its own existing licenses, provider numbers and accreditations, as applicable; (2) furnish

all services they are currently furnishing; and (3) continue to operate as an organization exempt from federal income taxation under Section 501(c)(3) of the Code. The tax identification number of SMC will not change. Further, the entity currently licensed by the New Jersey Department of Health will remain the same with no change in location.

22. Inspira has committed that, in order to ensure the continuity and sustainability of care and services provided by SMC, Inspira will abide by the terms and conditions of that certain

Certificate of Need approval letter issued to SMC by the New Jersey Department of Health, dated January 31, 2019, or as modified by the New Jersey Department of Health, and any and all conditions of approval placed upon Inspira becoming the sole member of SMC by the New Jersey

Department of Health pursuant to any Certificate of Need approval letter issued with respect to the Transaction.

23. Inspira has committed that the medical staff, admitting privileges and medical staff bylaws of SMC will remain in place unless and until amended or changed according to the terms of the medical staff bylaws of SMC.

24. Inspira has committed to continue operating SMC and the Hospital in its current location as a licensed acute care hospital and maintaining core services for the benefit of the community and serve the poor and medically underserved consistent with Inspira’s mission.

25. Additionally, and to the extent consistent with the changing needs of the communities served, the changing environment in which healthcare is provided, applicable Law, and if consistent with Inspira’s mission, vision, priorities, and strategic plan, Inspira has committed to continue operating SMC and the Hospital to continue, either directly or through SMC Affiliates: (i) supporting wellness, health education and other community programs; (ii) participating in medical research programs and innovation activities to the extent feasible and sustainable; (iii)

participating in governmental healthcare programs; (iv) identifying community needs in the service area and potential clinical improvements or enhancements; (v) supporting and enhancing education and community programs; (vi) maintaining access to community physicians in SMC’s service area, (vii) supporting access to behavioral health needs of the community; and (viii) positioning SMC to be a leader in population health management in the communities served by SMC.

Review by the Department of Health

26. The Department of Health has issued a recommendation pursuant to CHAPA, specifically N.J.S.A. 26:2H 7.11(b).

27. In a letter from Judith M. Persichilli, the Commissioner of the Department of Health, to Mathew T. Platkin, Acting Attorney General of New Jersey, dated September 13, 2022 (Exhibit D), the Commissioner stated that “the Department does not believe the proposed transactions will result in the deterioration of the quality, availability, or accessibility of health care services in the impacted community.”

Review by the Attorney General

28. By letter dated October 15, 2021, counsel for SMC notified the Office of the New Jersey Attorney General of the Proposed Transaction involving SMC, the Hospital and Inspira and inquired whether review under CHAPA by the Attorney General is necessary.

29. In a letter dated November 2, 2021, the Attorney General’s office advised counsel that the Proposed Transaction required review under CHAPA and provided a list of questions and requests for materials designed to elicit the information needed to review the Proposed Transaction pursuant to CHAPA.

30. On January 21, 2022, the Attorney General’s office acknowledged receipt of SMC’s documents constituting SMC’s initial application under CHAPA. The submission included copies of the Agreement, board minutes, consultants' reports, and a comprehensive description of the Proposed Transaction and the process leading to SMC’s decision to pursue the substitution of Inspira to become its sole member.

31. As required under N.J.S.A. 26:2H 7.11(a)(1), notice of the proposed transaction was published in English and Spanish in the South Jersey Times, the main newspaper of general circulation in Salem County, on January 26, 2022, February 2, 2022 and February 9, 2022 and was posted at each of the Hospitals and on their websites. Affidavits of Publication of such notice is attached hereto as Exhibit E

32. By letter dated February 18, 2022, the Attorney General’s office posed twenty six (26) supplemental questions to SMC. Upon review of the answers to those questions, which were submitted by SMC on March 9, 2022, the Attorney General’s office issued a final set of supplemental questions on April 14, 2022. SMC responded to this final set of questions on April 26, 2022.

33. The Attorney General’s office deemed the CHAPA application complete on July 7, 2022 pursuant to N.J.S.A. 26:2H 7.11(a)(2). In accordance with N.J.S.A. 26:2H 7.11(f), the application was available for public inspection at the Office of the Attorney General.

34. On August 10, 2022, in accordance with N.J.S.A. 26:2H 7.11(f), representatives of the Attorney General and the Commissioner of Health conducted a joint public hearing in the community served by the Hospital. The hearing was held at the Salem County College, Salem County at 11:00 a.m. The hearing provided members of the affected community with the opportunity to comment on the Proposed Transaction The public hearing was conducted by

Deputy Director Kavin K. Mistry on behalf of the Acting Attorney General Mathew T. Platkin and by Assistant Commissioner Stefanie Mozgai on behalf of Commissioner of Health Judith M. Persichilli

35. As required under N.J.S.A. 26:2H 7.11(f), notice of the public hearing was published in advance of the hearing in English and Spanish in the South Jersey Times, the main newspaper of general circulation in Salem County, and was posted at each of the Hospitals and on their websites. Affidavits of Publication of such notice is attached hereto as Exhibit F.

36. The twenty-four (24) individuals set forth on the service list at Exhibit G participated in the public hearing

37. A transcript of the public hearing is attached at Exhibit H:

38. In the Attorney General’s Report dated October 4, 2022, the Attorney General concluded that the Proposed Transaction is in the public interest and recommended that that the Court approve the Proposed Transaction with the following conditions:

1. The adoption by the governing bodies of Salem County Hospital Corporation, d/b/a Salem Medical Center, Inspira Health Network, Inc., and the Salem Medical Center Foundation, Inc., of the amendments to their respective Certificates of Incorporation and Bylaws, substantially in the form submitted with the CHAPA application, effectuating the changes resulting from the Proposed Transaction, provided that there be thirty (30) days prior written notice to and approval by the Attorney General of any material changes to the proposed forms of governing documents that were submitted in the CHAPA application process;

2. Salem County Hospital Corporation, d/b/a Salem Medical Center, Inspira Health Network, Inc., and the Salem Medical Center Foundation, Inc., along with any subsidiaries or affiliates of the foregoing, shall submit to the Attorney General for review and approval thirty (3 0) days prior to the adoption of any amended or restated Certificates of Incorporation and/or Bylaws related to and not previously submitted with the CHAPA application; and

3. Written confirmation from the Salem Health & Wellness Foundation Board of Trustees that it has approved the settlement of its outstanding loan to Salem County Hospital Corporation, d/b/a Salem Medical Center and the loan has been discharged.

Approval by the Superior Court

39. The Proposed Transaction meets the statutory criteria of CHAPA. Therefore, the New Jersey Office of the Attorney General, in consultation with the Commissioner of Health, has recommended that the Court approve the Proposed Transaction

40. All persons who submitted written petitions or spoke at the open public hearing are joined as parties to this proceeding as required by N.J.S.A. 26:2H 7.11(l) and will be served pursuant to the form of Order to Show Cause included with this Verified Complaint.

41. Accordingly, Petitioner respectfully requests that this Court approve the Proposed Transaction

WHEREFORE, Petitioner Salem County Hospital Corp. dba Salem Medical Center respectfully requests that judgment be entered as follows:

(A) Declaring that the Proposed Transaction is in the public interest in accordance with the application requirements of the Community Healthcare Assets Protection Act, N.J.S.A. 26:2H 7.10 et seq.;

(B) Granting approval of the Proposed Transaction that will substitute Inspira Health Network, Inc. as the sole corporate member of Salem County Hospital Corp. dba Salem Medical Center; and

(C) For such other relief as the Court deems just and proper.

BUCHANAN INGERSOLL & ROONEY PC

/s/ Brian N. Rath

Dated: October 14, 2022

By: Brian Rath, Esq. Attorney I.D. 350311999

Attorneys for Petitioner, Salem County Hospital Corp. dba Salem Medical Center

CERTIFICATION OF COMPLIANCE

I certify that confidential personal identifiers have been redacted from documents now submitted to the court and will be redacted from all documents submitted in the future in accordance with Rule l:38 7(b).

BUCHANAN INGERSOLL & ROONEY PC

Dated: October 14, 2022

By: /s/Brian N. Rath Brian Rath, Esq. Attorney I.D. 350311999

Attorneys for Petitioner, Salem County Hospital Corp. dba Salem Medical Center

VERIFICATION

I, TAMMY TORRES, am the Chief Executive Officer of Salem County Hospital Corp. dba Salem Medical Center. I have carefully reviewed the foregoing Verified Complaint and certify that all of the allegations contained therein are true based on my personal knowledge. I am aware that if any of the foregoing statements is willfully false I am subject to punishment.

Dated: Tammy Torres, DNP, MSN, RN October 14, 2022

CHC2022246440

CERTIFICATION

Pursuant to R 4:5-l the undersigned attorney for Petitioner states that to the best of my knowledge, information and belief:

1. The matter in controversy is not the subject of any action pending in any court or arbitration proceedings, that no other action or arbitration proceeding is contemplated by Petitioner:

2. Pursuant to the CHAPA, “any person who filed a written comment or exhibit or appeared and made a statement in the public hearing held by the Attorney General pursuant to subsection f. of this section shall be considered a party to the proceeding, including consumers or community groups representing the citizens of the State.” A list of those parties has been submitted to the Court with the form of Order to Show Cause

I hereby certify that the foregoing statements made by me are true. I am aware that if any of the foregoing statements made by me are willfully false I am subject to punishment.

BUCHANAN INGERSOLL & ROONEY PC

/S/ Brian N. Rath

Dated: October 14, 2022

By: Brian Rath, Esq. Attorney I.D. 350311999

Attorneys for Petitioner, Salem County Hospital Corp. dba Salem Medical Center

10/14/2022 Pg 15 of 271 Trans ID: CHC2022246440

MEMBERSHIP TRANSFER AGREEMENT between

SALEM COUNTY HOSPITAL CORP. d/b/a SALEM MEDICAL CENTER and

INSPIRA HEALTH NETWORK, INC.

Dated as of December 17, 2021

Transfer

TABLE OF CONTENTS

ARTICLE III Post Effective Date Covenants

of

Staff

ARTICLE IV Consideration

V

and

and Population

ARTICLE VI Representations and Warranties of SMC

Organization and Qualification

Authority of SMC

Tax Exempt Status

Conflicts;

of

Section 6.24. Brokers

Section 6.25. Condition of SMC Assets

Section 6.26. Full Disclosure...............................................................................................

Section 6.27. Absence of Undisclosed Liabilities

Section 6.28. Legal Counsel

Section 6.29. No Other Representations and Warranties

Section 6.30. Significant Changes

ARTICLE VII Representations and Warranties of Inspira

Section 7.01. Organization and Qualification

Section 7.02. Authority of Inspira

Section 7.03. Tax Exempt Status

Section 7.04. No Conflicts; Consents

Section 7.05. Brokers

Section 7.06. Legal Proceedings

Section 7.07. Corporate Integrity Agreements

Section 7.08. Compliance with Laws

Section 7.09. Financial Capacity

Section 7.10. No Other Representations and Warranties

24

ARTICLE VIII Covenants 26

Section 8.01. Conduct of Operations Prior to the Effective Date

Section 8.02. Access to Information....................................................................................

Section 8.03. Due Diligence

Section 8.04. Efforts to Consummate

Section 8.05. Financial Statements

Section 8.06. Employment Matters

Section 8.07. Insurance........................................................................................................

Section 8.08. Transfer Taxes

Section 8.09. Public Announcements

Section 8.10. Confidentiality

Section 8.11. Return and Destruction

Section 8.12. Updated Disclosure Schedules

Section 8.13. Further Assurances

Section 8.14. Inspira’s Board of Trustee Approval

ARTICLE IX Conditions to Closing

Section 9.01. Conditions to Obligations of Both Parties

Section 9.02. Conditions to Obligations of Inspira

Section 9.03. Conditions Precedent to Obligations of Inspira Related to Salem Hospital Management, LLC

Section 9.04. Conditions Precedent to Obligations of SMC

X

Section 10.01.

10.02. Effect of Termination

XI

of Representation and Warranties; Indemnification................................

11.01. Survival of Representations and Warranties

Section 11.02. Indemnification/Guaranty

Section 11.03. Indemnification by Inspira

Section 11.04. Limitations on Indemnifications....................................................................

Section 11.05. Notice and Control of Litigation

Section 11.06. Mitigation of Damages

Section 11.07. Guarantee Agreement

ARTICLE XII Miscellaneous

Section 12.01. Expenses

Section 12.02. Notices

Section 12.03. Headings

Section 12.04. Severability

Section 12.05. Entire Agreement

Section 12.06. Successors and Assigns

Section 12.07. No Third Party Beneficiaries

Section 12.08. Amendment and Modification; Waiver

Section 12.09. Governing Law; Submission to Jurisdiction

Section 12.10. Specific Performance.....................................................................................

Section 12.11. Counterparts

MEMBERSHIP TRANSFER AGREEMENT

This Membership Transfer Agreement (this “Agreement”), dated as of December 17, 2021 (the “Signature Date”), is entered into between SALEM COUNTY HOSPITAL CORP. d/b/a SALEM MEDICAL CENTER, a New Jersey nonprofit corporation (“SMC”), and INSPIRA HEALTH NETWORK, INC., a New Jersey nonprofit corporation (“Inspira”). SMC and Inspira are sometimes referred to herein individually as a “Party”, and, collectively, as “Parties”.

RECITALS

1. SMC is a New Jersey nonprofit corporation that owns and operates a free standing independent, non profit acute care hospital located in Salem, New Jersey known as Salem Medical Center and providing services to surrounding communities.

2. Inspira is a New Jersey charitable non profit integrated health care delivery system comprised of three acute care hospitals, five health centers with two stand alone emergency departments, ambulatory services, physician practices and urgent care with a service area consisting of Gloucester, Cumberland, Salem, Camden and Atlantic Counties.

3. SMC and Inspira are each committed to providing healthcare services and programs in a high quality setting and operating their facilities, services and programs on an efficient and financially sound basis so as to maintain their continued existence, viability and availability to the communities they serve.

4. SMC and Inspira desire to enter into a transaction that will: (a) ensure the continued availability of high quality health care for the communities served by SMC; (b) maintain SMC’s commitment to medically underserved individuals and to serving the health care needs of those in need regardless of their ability to pay; and (c) strengthen and ensure the future sustainability of SMC.

5. SMC and Inspira entered into a Memorandum of Understanding dated September 20, 2021 (“MOU”), setting forth certain basic terms and conditions intended to serve as a framework for the proposed Transaction (defined below).

6. SMC and Inspira believe that the residents of Salem County, New Jersey and its surrounding areas will greatly benefit from the Transaction and that as a condition of entering into this Agreement

7. In furtherance of the foregoing, as of the Effective Date and for the consideration described herein, Inspira and SMC have agreed that SMC’s Members will transfer all of their interests in SMC (the “Membership Interests”) to Inspira on the terms and conditions set forth herein (the “Transaction”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

DEFINITIONS

The following terms have the meanings specified or referred to in this Article I:

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through membership interest, the ownership of voting securities, the right to appoint members of the governing body, by contract or otherwise.

“Agreement of Sale” means that certain agreement entered into between SMC and 310 Woodstown Urban Renewal, LLC for the sale of certain parcels of land and real property, which is intended to close simultaneously with the Closing of this Agreement.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.

“CHAPA” means the New Jersey Community Health Care Assets Protection Act, N.J.S.A. §§ 26:2H 7.10 et seq.

“COBRA” means the group health plan continuation coverage requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code and of any similar state or local Law.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“COVID 19” refers to the 2019 novel coronavirus disease 2019, 2019 nCoV, abbreviated as COVID 19.

“COVID 19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or an y other law, order, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to COVID 19.

“Disclosure Schedules” means the Disclosure Schedules which shall be delivered by Inspira and SMC on or prior to the expiration of the Due Diligence Period, as updated through the Closing Date (as hereinafter defined)

“Disqualified Person” means any person or entity who, during the five year period ending on the date of the Effective Date, was in a position to exercise substantial influence over the affairs of SMC, and as further described under Code Section 4958(f)(1) and Treasury Regulations Section 53.4958 3(c).

“Drop Dead Date” means the later of March 31, 2022, or provided the Parties have filed the CHAPA application with the New Jersey Office of Attorney General by March 31, 2022, seven (7) days following CHAPA approval by the New Jersey Superior Court of Salem County.

“Due Diligence Period” means the period of time each Party must in good faith complete its due diligence of the other Party, which shall be completed the later to occur of the date which is (i) ninety (90) days following the Signature Date or (ii) ten (10) days after the New Jersey Attorney General provides written notice to SMC that it deems the CHAPA application “complete.”

“Encumbrance” means any lien, pledge, mortgage, deed of trust, security interest, charge, claim, easement, encroachment, or other similar encumbrance.

“Environmental Claim” means any Governmental Order, action, suit, claim, investigation or other legal proceeding by any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non compliance with any Environmental Law or term or condition of any Environmental Permit.

“Environmental Law” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental Law” includes, without limitation, the following (including their implementing regulations and any state analogs): CERCLA; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the New Jersey Spill Compensation and Control Act, N.J. Stat. Ann. § 58: 10 23.11 et seq.

“Environmental Notice” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non compliance with any Environmental Law or any term or condition of any Environmental Permit.

“Environmental Permit” means any Permit required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Escrow Agreement” means the agreement described in Section 11.7

“Exhibits” means any document that is referenced in this Agreement and attached hereto.

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self regulated organization or other non governmental regulatory authority or quasi governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Guarantor” means CHA Partners, LLC and Healthcare Limited Partners, LLC, jointly and severally.

“Guaranty Amount” means the cap under the Indemnity Guaranty Agreement, which shall not exceed Five Million Dollars ($5,000,000.00).

“Hazardous Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man made, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 (Pub. Law 104 191), as amended from time to time, and the regulations promulgated thereunder.

“HITECH” means the Health Information Technology for Economic Clinical Health Act, Division A, Title XIII § 1301 et. seq. of the American Recovery and Reinvestment Act of 2009, as amended from time to time.

“HSR Act” means the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended from time to time.

“Indemnity Guaranty Agreement” means that certain agreement set forth in Section 11.07 and Exhibit E.

“Knowledge”, or any other similar knowledge qualification, means the knowledge that, with respect to the SMC Board of Trustees, including William J. Colgan and Steven M. Rosefsky, Tammy Torres, Vincent Riccitelli, SMC AVP Plant Operations, SMC Chief Nursing Officer, SMC AVP Clinical Operational Quality, SMC HIM and Compliance Officer, SMC Director of Public Relations/Governmental Affairs, SMC Physician Liaison, SMC Sr. Director of Human Resources and SMC AVP Lab/Pharmacy Non Clinical Operations, and SMC chief legal officer (or such individuals responsible for the internal legal affairs of SMC but who may not otherwise hold an official title), would reasonably be expected to know or should have known after due inquiry of the facts relating to the accuracy of a particular matter as of the date on which any representation was made.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that materially adversely impacts (i) the ability of SMC to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement; (ii) the business, results of operations, financial condition, liabilities or assets of SMC, taken as a whole, including any adverse change resulting from COVID 19, any variant thereto, or similar pandemic; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general national or state economic or political conditions; (ii) changes or conditions generally affecting the healthcare industry, (iii) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Inspira; (iv) the acts or omissions of Inspira, (v) any changes in applicable Laws or accounting rules (including GAAP) or the enforcement, implementation or interpretation thereof; (vi) the announcement, pendency or completion of the Transaction or any effect resulting from the announcement or pendency of the Transaction; (viii) any natural or man made disaster, acts of God, or acts of terrorism, sabotage, military action or war (whether or not declared) or any escalation or worsening thereof; (ix) changes in the requirements, reimbursement rates, policies or procedures of third party payors, Governmental Authorities or accreditation commissions or organizations that are generally applicable to hospitals or healthcare facilities in the United States or the State of New Jersey; or (x) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; or (xi) Inspira’s failure to meet internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date hereof

“Organizational Documents” means: (a) in the case of a Person that is a corporation, its articles or certificate of incorporation and its bylaws, regulations or similar governing instruments required by the laws of its jurisdiction of formation or organization; (b) in the case of a Person that is a partnership, its articles or certificate of partnership, formation or association, and its partnership agreement (in each case, limited, limited liability, general or otherwise); (c) in the case of a Person that is a limited liability company, its articles or certificate of formation or organization, and its limited liability company agreement or operating agreement; and (d) in the case of a Person that is none of a corporation, partnership (limited, limited liability, general or otherwise), limited liability company or natural person, its governing instruments as required or contemplated by the laws of its jurisdiction of organization.

“Permits” means all permits, licenses, franchises, approvals, authorizations and consents required to be obtained from Governmental Authorities.

“Permitted Encumbrances” means (i) uniform commercial code financing statements; (ii) liens for Taxes not yet due and payable or which are being contested in good faith; (iii) with respect to the Leased Real Property, easements, rights of way, zoning ordinances and other encumbrances of record or which would be shown by an accurate survey of the Leased Real Property; (iv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business which do not, individually or in the aggregate, have a Material Adverse Effect on the operations of the business; (v) statutory liens of landlords and liens of carriers, warehousemen, bailees, mechanics, materialmen and other like liens imposed by law, created in the ordinary course of business and for amounts that are not

yet due (or which are being contested in good faith); (vi) pledges or deposits made (and the liens thereon) in the ordinary course of business (including, without limitation, security deposits for leases, indemnity bonds, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits and deposits securing liability to insurance carriers under insurance or self insurance arrangements or to secure the performance of tenders, bids, contracts (other than for the repayment or guarantee of borrowed money or purchase money obligations), statutory obligations and other similar obligations; and (vii) other imperfections of title or Encumbrances, if any, that have not had, and would not have, a Material Adverse Effect.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, dumping, abandonment, disposing and the like into the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata).

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“SMC Affiliate” means any Affiliate of SMC, which includes Muhlenberg ASC, LLC; Salem ASC, LLC, Salem Medical Center Foundation, Inc. and Salem Physician Practices, P.C.

“SMC Assets” means all of the property and assets of SMC of every kind, character or description, tangible or intangible, wherever located, and whether or not reflected on the SMC Financial Statements, and including, without limitation, the Leased Real Property.

“SMC Exempt Subsidiary” means those SMC Affiliates that are exempt from federal income taxation pursuant to Section 501(a) of the Code, as an organization described in Section 501(c)(3) of the Code, and is not a “private foundation” as defined in Section 509(a) of the Code, which include Salem Medical Center Foundation, Inc. and Salem Physician Practices, PC

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Transaction Documents” means this Agreement and the other agreements, instruments and documents entered into by SMC and Inspira with respect to the Transaction.

ARTICLE II

MEMBERSHIP TRANSFER

Section 2.01. Membership Transfer. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date (as hereinafter defined) and for the consideration described herein, Inspira shall become the sole corporate member of SMC. As of the Effective Date, and except as otherwise provided herein or as mutually agreed to by the Parties in writing, all of SMC’s existing members’ right, title and interest in the Membership Interests shall be transferred to Inspira and Inspira shall be substituted for such members of SMC as the sole corporate member of SMC pursuant to the terms of the Membership Assignment Agreement (the “Membership Assignment Agreement”) attached hereto as Exhibit A.

Section 2.02. Restated Governance Documents of SMC In furtherance of Inspira becoming the sole corporate member of SMC, at or simultaneously with the Closing, SMC will amend and restate its Organizational Documents to reflect Inspira as the sole corporate member of SMC, and adopt the forms of Organizational Documents prepared and delivered by Inspira, which Inspira shall prepare in its sole discretion.

Section 2.03. Resignation of Directors and Officers SMC shall procure written resignations, effective as of the Effective Date, of the then current members, officers and directors of SMC

Section 2.04. Liabilities. As of and after the Closing Date, and with the exception of those liabilities set forth on the attached Schedule 2.04 (the “Excluded Liabilities”), SMC shall remain responsible for all of those liabilities, obligations, or claims of SMC which exist as of the Closing Date (collectively, the “Liabilities”). Notwithstanding the foregoing, the Parties acknowledge the existence of the loan owed by SMC to the Salem Health and Wellness Foundation (the “SHWF”) in the aggregate principal balance of $24,500,000.00 (the “SHWF Loan”), and that on the Effective Date, SMC shall cause the SHWF Loan to be satisfied in full in accordance with the SHWF Loan Modification Agreement substantially in the form attached hereto as Exhibit A

ARTICLE III

POST EFFECTIVE DATE COVENANTS

Section 3.01. Governance. As of and following the Effective Date, the members of SMC’s governing board and the governing boards of all SMC Affiliates, if any, shall be replaced by individuals selected by Inspira and reflected in the Restated Certificate of Incorporation of SMC and Amended and Restated Bylaws of SMC, respectively, as same shall be prepared and delivered by Inspira, which Inspira shall prepare in its sole discretion.

Section 3.02. Certificate of Need Following the Closing, in order to ensure the continuity and sustainability of care and services provided by SMC, Inspira will abide by the terms and conditions of that certain Certificate of Need approval letter issued to SMC by the New Jersey Department of Health, dated January 31, 2019, or as modified by the New Jersey Department of Health, and any and all conditions of approval placed upon Inspira becoming the sole member of SMC by the New Jersey Department of Health pursuant to any Certificate of Need approval letter issued with respect to the Transaction.

Section 3.03. Medical Staff. Following the Effective Date, the medical staff, admitting privileges and medical staff bylaws of SMC will remain in place unless and until amended or changed according to the terms of the medical staff bylaws of SMC.

Section 3.04. Community Benefit and Population Health Management. Following the Effective Date, SMC will continue to be operated as a non profit hospital for the benefit of the community and serve the poor and medically underserved consistent with Inspira’s mission. Additionally, and to the extent consistent with the changing needs of the communities served, the changing environment in which healthcare is provided, applicable Law, and if consistent with Inspira’s mission, vision, priorities, and strategic plan, SMC will continue, either directly or through the SMC Affiliates: (i) supporting wellness, health education and other community programs; (ii) participating in medical research programs and innovation activities to the extent feasible and sustainable; (iii) participating in governmental healthcare programs; (iv) identifying community needs in the service area and potential clinical improvements or enhancements; (v) supporting and enhancing education and community programs; (vi) maintaining access to community physicians in SMC’s service area, (vii) supporting access to behavioral health needs of the community; and (viii) positioning SMC to be a leader in population health management in the communities served by SMC

ARTICLE IV CONSIDERATION

Section 4.01. Consideration. As consideration for the Transaction, Inspira agrees to pay $10.00 in immediately available United States funds to SMC at the Closing (the “Consideration”).

Section 4.02. Examination and Review. Prior to Closing, Inspira and Inspira’s Representatives shall have full access to the books and records of SMC, the personnel of SMC, and work papers prepared by SMC and SMC’s Representatives and to such historical financial information (to the extent in SMC’s possession) as Inspira may reasonably request. At reasonable times and on reasonable prior notice to SMC, Inspira and Inspira’s Representatives shall have the right accompanied by a supervisory employee of SMC, designated by SMC, to enter upon SMC’s premises to conduct a physical examination of SMC’s premises, tour SMC’s premises and observe the day to day operations and management thereof. All information derived from such inspections shall be used only for the purposes intended herein and shall be considered Confidential Information subject to the terms and conditions set forth in Section 8.10.

ARTICLE V CLOSING

Section 5.01. Closing. Subject to the terms and conditions of this Agreement, the consummation of the Transaction shall take place at a closing (“Closing”) on the day following the day that the last of the conditions to Closing set forth in Article IX are either satisfied or waived (other than conditions which, by their nature, are to be satisfied on or after the Closing Date), or such other date to which Inspira and SMC mutually agree upon in writing (the date on which the Closing is to occur is herein referred to as the “Closing Date” or the “Effective Date”, as the case may be).

Section 5.02. Closing Deliverables.

(a) At or prior to Closing, SMC shall deliver or cause to be delivered to Inspira the following:

(i) the Organizational Documents of SMC prepared and delivered by Inspira at or prior to Closing, adopted by SMC and, as necessary, filed with the State of New Jersey, to be effective as of the Closing Date, including the Amended and Restated Certificate of Incorporation of SMC and the Amended and Restated Bylaws of SMC;

(ii) the Amended and Restated Governance Documents of all SMC Affiliates, if any, in the form prepared and delivered by Inspira, which Inspira shall prepare in its sole discretion, adopted by such SMC Affiliate and, as necessary, filed with the State of New Jersey, to be effective as of the Closing Date;

(iii) Membership Assignment Agreement, effective as of the Closing Date;

(iv) certificate of existence and good standing of SMC and each SMC Affiliate, if any, issued by the State of New Jersey;

(v) certificate of the Secretary or Assistant Secretary of SMC certifying: (1) to the incumbency of the officers of SMC on the Closing Date and bearing the authentic signatures of all such officers who shall execute this Agreement and any additional documents contemplated by this Agreement, and (2) that attached thereto are true and correct copies of the resolutions of the Board of Directors of SMC authorizing and approving the execution, delivery and performance of this Agreement and the Transaction;

(vi) certified copies of the resolutions of the Board of Directors of SMC authorizing and approving the execution of this Agreement and the Transaction;

(vii) written resignations, effective as of the Closing Date, of the then current members, officers and directors of SMC;

(viii) all other written resignations, effective as of the Closing Date, of those individuals requested by Inspira;

(ix) documentation that the existing SMC Management Agreement by and between SMC and Salem Hospital Management, LLC has been terminated, effective as of or prior to the Closing Date, and that SMC, and any future successors, have been released of any liability or future obligations thereunder;

(x) documentation that the existing agreements by and between SMC and Healthcare Preferred Partners, LLC has been terminated, effective as of or prior to the Closing Date, and that SMC, and any future successors, have been released of any liability or future obligations thereunder;

(xi) documentation that the existing real estate lease by and between SMC and 310 Woodstown Urban Renewal, LLC has been terminated, effective as of or prior to the

Closing Date, and that SMC, and any future successors, have been released of any liability or future obligations thereunder;

(xii) documentation that the existing real estate management agreement by and between 310 Woodstown Urban Renewal, LLC and Metro Re Property Management, LLC has been terminated, effective as of or prior to the Closing Date, and confirmation that Metro Re Property Management, LLC shall not assert any lien or other encumbrance affecting the real estate which is subject to the management agreement thereunder;

(xiii) documentation that all obligations of SMC to Salem Woodstown Condominium Association, Inc., have been released, discharged and or satisfied in full, and that SMC, and any future successors, have been released of any liability or future obligations to Salem Woodstown Condominium Association, Inc. thereafter;

(xiv) documentation that those other agreements by and between SMC and third parties as set forth on the attached Schedule 5.02(a)(xiv) have been terminated, effective as of or prior to the Closing Date, and that SMC, and any future successors, have been released of any liability or future obligations thereunder;

(xv) an executed Indemnity Guaranty Agreement;

(xvi) the Closing Date Balance Sheet (as hereinafter defined); and

(xvii) all other agreements documents, instruments or certificates, assumption, filings or documents, in form and substance reasonably satisfactory to Inspira, required to be delivered in accordance with this Agreement or as may be required to give effect to this Agreement.

(b) At Closing, Inspira shall deliver to SMC the following:

(i) the Consideration by wire transfer of immediately available funds to an account of SMC that is designated in writing by SMC to Inspira no later than two (2) business days prior to the Closing Date;

(ii) certificate of existence and good standing of Inspira;

(iii) certificate of the Secretary or Assistant Secretary of Inspira certifying: (1) to the incumbency of the officers of Inspira on the Closing Date and bearing the authentic signatures of all such officers who shall execute this Agreement and any additional documents contemplated by this Agreement, and (2) that attached thereto are true and correct copies of the resolutions of the Board of Directors of Inspira authorizing and approving the execution, delivery and performance of this Agreement and the Transaction;

(iv) certified copies of the resolutions of the Board of Directors of Inspira authorizing and approving the execution of this Agreement and the Transaction;

(v) all other agreements documents, instruments or certificates, assumption, filings or documents, in form and substance reasonably satisfactory to SMC, required to be delivered in accordance with this Agreement or as may be required to give effect to this Agreement.

REPRESENTATIONS AND WARRANTIES OF SMC

Except as set forth in the Disclosure Schedules annexed hereto as Exhibit B, SMC represents and warrants to Inspira that the statements contained in this Article VI are true and correct as of the Signature Date and will be true and correct as of the Closing Date, subject to any updates in the Disclosure Schedules delivered to Inspira prior to the Closing Date. The representations and warranties contained in the Article VI made by SMC shall also be based on the knowledge, within the meaning of the definition “knowledge” in Article I of this Agreement, attributed to SMC by those individuals identified in Article I of this Agreement under the definition of “knowledge.”

Section 6.01. Organization and Qualification. SMC is a New Jersey nonprofit corporation, validly existing and in good standing under the laws of the State of New Jersey.

Section 6.02. Authority of SMC. SMC has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which SMC is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by SMC of this Agreement and any other Transaction Document to which SMC is a party, the performance by SMC of its obligations hereunder and thereunder and the consummation by SMC of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of SMC. This Agreement has been duly executed and delivered by SMC, and (assuming due authorization, execution and delivery by Inspira) this Agreement constitutes a legal, valid and binding obligation of SMC, enforceable against SMC in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which SMC is or will be a party has been duly executed and delivered by SMC (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of SMC enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 6.03. Tax-Exempt Status. Each of SMC and each SMC Exempt Subsidiary is exempt from federal income taxation pursuant to Section 501(a) of the Code, as an organization described in Section 501(c)(3) of the Code, and is not a “private foundation” as defined in Section 509(a) of the Code, in each case as evidenced by a determination letter from the IRS. Each of SMC and each SMC Exempt Subsidiary are in compliance with the terms, conditions, and limitations in the determination letter issued by the IRS, and the facts and circumstances that form the basis of such letter as represented to the IRS continue to substantially exist, except for such changes as would not result in the revocation of such status. None of SMC or any SMC Exempt Subsidiary has within the past five (5) most recent fiscal years have engaged in an excess business transaction with a Disqualified Person within the meaning of Section 4958 of the Code None of SMC or any SMC Exempt Subsidiary has within the past three (3) most recent fiscal years received any written correspondence or notice from any taxing authority that any of its exemptions from Tax (including specifically, under Section 501(a) of the Code by virtue of being an organization described in Section 501(c)(3) of the Code and for real, personal and sales tax liability in the jurisdiction in which the organization is located) have been or may be revoked or modified. No

proceedings are pending with respect to which SMC and each SMC Exempt Subsidiary has been served or, to the Knowledge of SMC, has been threatened contesting or adversely affecting such entity’s status as an organization described in Section 501(c)(3) of the Code or as an organization described in Sections 509(a)(1), (2) or (3) of the Code, or which would subject any income of such entity to federal income taxation to such an extent as would result in loss of such status; and (ii) none of SMC or any SMC Exempt Subsidiary are the subject of any challenge, investigation or inquiry that the IRS has made regarding its status as an organization described in Section 501(c)(3) of the Code or as an organization described in Section 509(a)(1), (2) or (3) of the Code. Neither SMC nor any SMC Exempt Subsidiary has taken any action that may cause it to lose its exemption from taxation under Section 501(a) of the Code. The execution, delivery, and performance of this Agreement will not result in a loss of SMC’s, SMC’s or any SMC Exempt Subsidiary’s status as an organization described in Section 501(c)(3) of the Code or cause SMC or any SMC Exempt Subsidiary to be treated as a “private foundation” within the meaning of Section 509(a) of the Code.

Section 6.04. No Conflicts; Consents The execution, delivery and performance by SMC of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of SMC; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to SMC; (c) to the Knowledge of SMC (i) require the consent, notice to or other action by any Person under, (ii) conflict with, (iii) result in a violation or breach of, (iv) constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, (v) result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which SMC is a party or by which SMC, or to which any of SMC’s Assets are subject; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on SMC or SMC Assets, except in the case of clauses (b), (c), and (d), where the violation, breach, conflict, default, acceleration, failure to give notice, or Encumbrance would not have a Material Adverse Effect with respect to SMC Other than compliance with CHAPA, no consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to SMC or SMC Affiliates in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the Transaction, and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a Material Adverse Effect with respect to SMC.

Section 6.05. Financial Statements. True and correct copies of (i) the Closing Date Balance Sheet, (ii) the audited financial statements for SMC as of December 31 for the year 2019, (iii) audited financial statements for SMC as of December 31 for the year 2020, and (iv) unaudited financial statements for SMC as of June 30 for the interim six (6) month period from January 1, 2021 through June 30, 2021 (collectively (i) through (iv) of this Section 6.05, the “SMC Financial Statements”) have been made available to Inspira. The SMC Financial Statements are accurate and complete in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved. The SMC Financial Statements fairly present in all material respects the financial condition of SMC as of the respective dates they were prepared and the results of the operations of SMC for the periods indicated, subject to year end adjustments and the absence of notes. During the periods covered by the SMC Financial Statements, SMC’s external auditor was independent of SMC and its management. The balance sheets of SMC as of June 30, 2021, are referred to herein, collectively, as the “Balance Sheet” and the date thereof as the “Balance Sheet Date.”

Section 6.06. Membership Interest. All outstanding SMC Membership interests (“Shares”) were duly authorized and validly issued, are non assessable, and have been issued and granted in material compliance with the laws of New Jersey. There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Shares or SMC to issue any additional Shares or any other interest in SMC. There are no voting trusts, member agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares.

Section 6.07. Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, SMC and the SMC Affiliates have been operated in the ordinary course in all material respects and there has not been any:

(a) event, occurrence or development that has resulted in, individually or in the aggregate, a Material Adverse Effect;

(b) amendment of the Organizational Documents of SMC or any SMC Affiliate;

(c) issuance, sale or other disposition of, or creation of any Encumbrance on, any Membership Interests in SMC, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Membership Interests in SMC;

(d) material change in any method of accounting or accounting practice of SMC, except as required by GAAP;

(e) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet with a book value greater than $100,000 or payment, discharge, satisfaction or cancellation of any debts or entitlements in any amount in excess of $100,000, other than in the ordinary course of business and consistent with past practices;

(f) material damage, destruction or loss (whether or not covered by insurance) to any SMC Asset in an amount which exceeds $250,000;

(g) material capital expenditure, capital investment in, or any loan to, any other Person not disclosed or reserved for in the SMC Financial Statements in an amount which exceeds $250,000, except in accordance with an approved capital budget containing line item detail for each item of expense, and which has been provided to Inspira;

(h) except for Permitted Encumbrances, imposition of any Encumbrance securing indebtedness in excess of $250,000 upon any of SMC Assets;

(i) increase in the compensation or bonus paid or payable or in the benefits provided to any employees of SMC other than increases made in the ordinary course of business and consistent with past practices (including those under existing labor agreements), grant to any employee of a SMC of any severance or termination pay or any right to receive any severance or termination pay, or the adoption, amendment or termination of any SMC Benefit Plans, except in the ordinary course of business and consistent with past practices or to the extent required by applicable Law;

(j) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law by SMC;

(k) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000 individually and in the aggregate (in the case of a lease for the entire term of the lease, not including any option term) by SMC, in each case except for purchases in accordance with an approved capital budget;

(l) work stoppage, labor strike or other labor trouble, or any action, suit, claim, labor dispute or grievance relating to any labor, employment and/or safety matter involving SMC, including charges of wrongful discharge, discrimination, wage and hour violations, or other unlawful labor and/or employment practices or actions;

(m) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or other equity of, or by any other manner, any business or any Person by SMC; or

(n) transaction with any entity owned or controlled by SMC, or any individual or entity that who are Disqualified Persons with respect to SMC, without the pre approval of Inspira.

Section 6.08. Material Contracts.

(a) Schedule 6.08(a) lists each of the following Contracts to which SMC is a party (the “Material Contracts”):

(i) each Contract involving aggregate consideration over the entire term of such Contract in excess of $500,000 and which, in each case, cannot be cancelled by either SMC, as applicable, without penalty or without more than 90 days’ notice;

(ii) all Contracts that relate to the acquisition of any business, a material amount of equity or assets of any other Person or any real property (whether by merger, sale of stock or equity, sale of assets or otherwise), in each case involving amounts in excess of $500,000;

(iii) any Contracts to which SMC is a party that provide for any joint venture, partnership or similar arrangement involving the provision of health care services;

(iv) all Contracts between or among SMC and or any SMC Affiliate on the one hand, and any Person which is owned in whole or in part by a Member, Director or officer of SMC on the other hand;

(v) all Contracts with a ph ysician, physician group, or any Person owned in whole or in part by a physician;

(vi) each promissory note, indenture, mortgage, loan agreement, guaranty, security agreement, pledge or similar agreement with any lender;

(vii) all collective bargaining agreements, employment agreements, or Contracts with any union, works council or labor organization to which either SMC is a party; and

(viii) except for agreements relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees), if any, in each case having an outstanding principal amount in excess of $250,000.

(b) Further: (i) each Material Contract is valid and binding on the respective parties, as applicable, in accordance with its terms and is in full force and effect; (ii) to the Knowledge of SMC, no party is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract; (iii) to the Knowledge of SMC, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder; and (iii) the consideration paid by SMC under each Material Contract does not exceed fair market value Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Inspira In addition,

(i) all Contracts between SMC or any SMC Affiliate on the one hand, and any Person which is owned in whole or in part by a member, director, or officer of SMC on the other hand, have been disclosed to, and approved by the Board of Directors of SMC and that the terms of all such Contracts have been determined by the Board of Directors of SMC to be fair and reasonable to SMC;

(ii) all actual or potential duality or conflicts of interests that may exist with respect to any Person which is owned in whole or in part by a member, director, or officer of SMC and any transaction between such Person and SMC or any SMC Affiliate have been fully disclosed by such member, director, or officer of SMC to the Board of Directors of SMC;

(iii) all Contracts with a physician, physician group, or any Person owned in whole or in part by a physician comply with the applicable requirements of federal and state referral laws (including 42 U.S.C. §1395nn and N.J.S.A. § 45:9 22.5); and

(iv) all Contracts with actual or potential referral sources comply with the applicable requirements of federal and state anti kickback statutes (including 42 U.S.C. § 1320a 7b).

Section 6.09. Title to SMC Assets SMC has good and valid title to, or a valid leasehold interest in, SMC Assets, except for such imperfections as would not result in a Material Adverse Effect with respect to SMC. All of SMC Assets are free and clear of Encumbrances except for the Permitted Encumbrances. All of the material tangible SMC Assets, whether owned or leased, are in the possession or control of SMC. All facilities, machinery, equipment, fixtures, vehicles, and other personal properties owned, leased or used by SMC (i) are adequate for the conduct of the business of SMC as currently conducted in all material respects and (ii) are in good operating condition, subject to normal wear and tear, and reasonably fit and usable for the purposes for which they are being used and not in need of replacement.

Section 6.10. Real Property

(a) Neither SMC nor any SMC Affiliate own any real property.

(b) Schedule 6.10(b) sets forth a list of all real property leased by either SMC or a SMC Affiliate as tenant (collectively, the “Leased Real Property”) (collectively, the “SMC Leases”).

(c) SMC has not received any notices of existing, pending or threatened (i) condemnation proceedings affecting the Leased Real Property, or (ii) zoning, building code or other moratorium proceedings, or matters which would reasonably be expected to have a Material Adverse Effect on the ability to operate the Leased Real Property as currently operated.

Section 6.11. Intangible Personal Property; Software.

(a) Schedule 6.11(a) sets forth a list of intellectual property owned, controlled, or used by SMC with respect to SMC Assets or to SMC that is material to the operation of SMC (“IP”), together in each case with a brief description of the nature of such right. IP excludes any “shrink wrap” or “click through” software licenses. SMC has disclosed to Inspira all patents, copyrights, trademarks, service marks, trade names or other items of intellectual property registered by SMC with any Governmental Authority. SMC owns or holds adequate licenses or other rights to use all intellectual property used in or necessary for the operation of its business as now conducted.

(b) To the Knowledge of SMC, or as would not have a Material Adverse Effect, SMC is not infringing any patent, trade name, trademark, service mark, copyright, trade secret, technology, know how, or process belonging to any other Person. SMC has not received any written notice of any such claim of infringement and, to the Knowledge of SMC, no actions have been instituted or are pending or threatened, which challenge the validity of the ownership or use by SMC of any intellectual property used in connection with the operations of SMC

(c) To the Knowledge of SMC, the use of any third party software in connection with such party’s business operations does not conflict with, misappropriate or infringe upon the rights or ownership interests of any other Person.

Section 6.12. Legal Proceedings; Governmental Orders

(a) There are no actions, suits, claims, investigations or other legal proceedings pending before any court, arbitrator, or Governmental Authority or, to the Knowledge of SMC, threatened (i) against or by SMC that are not covered in full (subject to standard deductibles) under insurance policies or, to the extent not covered by insurance and if determined adversely to SMC, would result in a Material Adverse Effect; or (ii) against or by SMC that challenges or seeks to prevent, enjoin or otherwise delay the Transaction. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such action, suit, claim, investigation or other legal proceeding, except for such actions, suits, claims, investigations or other legal proceedings that would not, in the aggregate, have a Material Adverse Effect.

(b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting either SMC, except for such Governmental Orders, unsatisfied judgments, penalties or awards that would not, in the aggregate, have a Material Adverse Effect.

Section 6.13. Compliance with Laws; Permits.

(a) SMC are in material compliance with all Laws applicable to the business, properties and assets of SMC including, without limitation, the False Claims Act (31 U.S.C. § 3729, et seq.), the Civil Monetary Penalties Law (42 U.S.C. § 1320a 7a), federal and state anti kickback statutes (including 42 U.S.C. § 1320a 7b), federal and state referral laws (including 42 U.S.C. §1395nn and N.J.S.A. § 45:9 22.5), criminal false claims statutes (e.g. 18 U.S.C. §§ 287 and 1001), and the Beneficiary Inducement Statute (42 U.S.C. §1320a 7a(a)(5)), HIPAA as amended by HITECH, and SMC has not received written notice of any violation of any such Laws.

(b) Schedule 6.13(b) contains a true, correct, and complete list and summary description of all Permits which have been issued to SMC in connection with SMC Assets or the business of SMC. Each Permit is valid and in full force and effect as of the Signature Date and the Effective Date. SMC is in material compliance with its Permits. All Permits required for SMC to conduct its business as currently conducted or for the ownership and use of SMC’s Assets have been obtained by SMC and are valid and in full force and effect, except where the failure to obtain such Permits would not have a Material Adverse Effect. There is no investigation or proceeding pending or threatened that could result in the termination, revocation, limitation, suspension, restriction or impairment of any Permit or the imposition of any fine, penalty or other sanctions for violation of any legal or regulatory requirements relating to any Permit or any basis therefor.

(c) None of the representations and warranties in this Section 6.13 shall be deemed to relate to environmental matters (which are governed by Section 6.19), employee benefits matters (which are governed by Section 6.20), employment matters (which are governed by Section 6.21) or tax matters (which are governed by Section 6.22).

Section 6.14. Medicare Participation/Accreditation

(a) SMC is eligible without restriction for participation in the Medicare, Medicaid and TRICARE plan programs (collectively, the “Government Programs”) and have current and valid provider agreements with the Government Programs. SMC is in compliance with the applicable conditions of participation for the Government Programs in all material respects. There is neither pending, nor, to the Knowledge of SMC, threatened, any proceeding or investigation under the Government Programs involving SMC other than routine audits.

(b) To the Knowledge of SMC, all required Government Program cost reports have been timely filed for all the fiscal years through and including the most recently completed fiscal year. To the Knowledge of SMC, all of such cost reports filed by SMC is complete and correct in all material respects. True and complete copies of all such cost reports for the three (3) most recent fiscal years of SMC have been made available to Inspira. Except for routine claims for reimbursement made in the ordinary course of business and there are no claims, actions or appeals pending before any commission, board or agency, including any fiscal intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of the Centers for Medicare and Medicaid Services, with respect to Government Program claims filed on behalf of SMC.

(c) The billing practices of SMC with respect to all third party payors, including the Government Programs and private insurance companies, have been performed in the ordinary course of business and, to the Knowledge of SMC, are in compliance in all material respects with all applicable Law and billing requirements of such third party payors and Government Programs.

(d) SMC is duly accredited with no material contingencies by the Joint Commission or by any other accrediting bodies. SMC has made available to Inspira all accreditation survey reports and deficiency lists prepared by the Joint Commission, and SMC’s most recent statement of deficiencies and plan of correction have been accepted by the accrediting body and have been implemented or are in the process of being implemented.

Section 6.15. Compliance Program; Corporate Integrity Agreements. SMC has provided or made available to Inspira a copy of the current Compliance Program materials for itself and the SMC Affiliates. SMC and each SMC Affiliate (i) is not a party to a corporate integrity agreement or to a Certification of Compliance Agreement with the Office of the Inspector General of the United States Department of Health and Human Services, (ii) has no reporting obligations pursuant to any settlement agreement entered into with any Governmental Authority, (iii) to the Knowledge of SMC, is not the subject of any Government Program investigation, (iv) has been a defendant in any qui tam/False Claims Act litigation during the past three (3) years, (v) to the Knowledge of SMC, has not been served in the last three (3) years with or received any search warrant, subpoena, civil investigation demand, contact letter or telephone or personal contact by or from any Governmental Authority, and (vi) to the Knowledge of SMC, has not received any complaints through any compliance “hotlines” from employees, independent contractors, vendors, physicians, or any other Persons that would indicate that SMC, or any of their respective directors, officers, or employees has violated any Law that has not been (or are not being) addressed in accordance with the applicable party’s compliance program and that would result in a Material Adverse Effect.

Section 6.16. Health Care Kickbacks. To the Knowledge of SMC, neither SMC nor any SMC Affiliate has engaged in any activity which is prohibited under the federal Anti-Kickback Statute, 42 U.S.C. § 1320a 7b, or the regulations promulgated thereunder, or related state or local fraud and abuse statutes or regulations, that would result in a Material Adverse Effect to SMC or any SMC Affiliate.

Section 6.17. Prohibited Health Care Referrals To the Knowledge of SMC, neither SMC nor any SMC Affiliate has established or maintains a “financial relationship,” as that term is defined by The Ethics in Patient Referrals Act, 42 U.S.C. § 1395nn, and the regulations promulgated thereunder (the “Stark Law”), with any physician or with an immediate family member of any physician who makes referrals to SMC or any SMC Affiliate, for “designated health services” as that term is defined in the Stark Law, that fails to meet an exception to the Stark Law.

Section 6.18. HIPAA. To the Knowledge of SMC, SMC and each SMC Affiliate that is a “Covered Entity” (as defined in HIPAA) is in material compliance with the applicable rules and regulations promulgated under HIPAA pursuant to 45 CFR Parts 160, 162, and 164 (subparts A, D and E) and the changes thereto imposed by HITECH. Except as previously disclosed in writing by SMC to Inspira, to the Knowledge of SMC, SMC and each SMC Affiliate that is a Covered Entity has not been the subject of an enforcement action by or resolution agreement with the U.S. Department of Health & Human Services, Office for Civil Rights or any other Governmental Authority related to HIPAA within the past three (3) years.

Section 6.19. Environmental Matters

(a) Except as disclosed by the investigations and inspections conducted by or on behalf of Inspira pursuant to Section 8.03, to the Knowledge of SMC:

(i) The operations of SMC and SMC Affiliates are in material compliance with all Environmental Laws;

(ii) SMC and SMC Affiliates have obtained and are in material compliance with all material Environmental Permits necessary for the conduct of business of the respective SMC and SMC Affiliates as currently conducted or the ownership, lease, operation or use of SMC Assets;

(iii) None of the Leased Real Property is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list; and

(iv) There has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the Leased Real Property, and neither SMC nor any SMC Affiliate has received any Environmental Notice that any of the Leased Real Property has been contaminated with any Hazardous Material which would reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, either SMC or a SMC Affiliate.

(b) SMC has previously delivered to Inspira or made available to Inspira the material environmental reports with respect to the Leased Real Property that are in the possession or control of SMC or an SMC Affiliate

(c) The representations and warranties set forth in this Section 6.18 are the sole and exclusive representations and warranties of SMC regarding environmental matters.

Section 6.20. Employee Benefit Matters.

(a) Schedule 6.20(a) includes a list of each material “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) and each other material compensatory, pension, retirement, thrift savings, profit sharing, bonus, severance, deferred compensation, supplemental retirement, change in control, employment, welfare, incentive, sick leave, fringe benefit, paid time off, vacation, retention, education/tuition assistance or employee benefit plan, program, policy, agreement or arrangement, whether or not subject to ERISA, covering one or more Persons, under which any current or former employees, directors or owners of either SMC or a SMC Affiliate or their spouses, dependents or beneficiaries are or may become (assuming any vesting, performance or other benefit requirements are met) entitled to compensation or benefits (whether or not contingent) that is maintained by either SMC or a SMC Affiliate, or with respect to which either SMC or a SMC Affiliate has any material liability (as listed in Schedule 6.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). Schedule 6.20(a) separately identifies those Benefit Plans that are sponsored by SMC or a SMC Affiliate and that will continue to be a Benefit Plan of SMC or a SMC Affiliate after Closing (each a “SMC Benefit Plan”). With respect to each SMC Benefit Plan, SMC has provided to Inspira a true, correct and complete copy of the following (where applicable): (i) each writing constituting a part of such SMC Benefit Plan, including all plan documents and amendments thereto (or, with respect to any unwritten SMC Benefit Plans, accurate descriptions thereof); (ii) any trust agreement, insurance contract, annuity contract, voluntary employees’ beneficiary association as defined in Section 501(c)(9) of the Code, or other funding instrument related to such SMC Benefit Plan; (iii) the most recent annual report (Forms 5500 series), including all schedules and audited financial statements attached thereto, if any; (iv) the most recent actuarial report; (v) the current summary plan description and any summary of material modifications thereto;

(vi) any notices to or other material communications with any participants or any Governmental Authority, commission or regulatory body relative to SMC Benefit Plan in the past three years; (vii) the most recent determination letter or opinion letter issued by the IRS; (viii) all rulings, no-action letters or advisory options from the IRS, U.S. Department of Labor, the Pension Benefit Guarantee Corporation (“PBGC”), or any other federal or state authority that pertain to SMC Benefit Plan and any open requests therefore; and (ix) the Form PBGC 1 filed for the most recent plan year. In addition, with respect to each material Benefit Plan that is not a SMC Benefit Plan, SMC has provided to Inspira a copy of the most recent summary plan description or other summary of the material terms of such Benefit Plan.

(b) Each Benefit Plan and each SMC Benefit Plan has been maintained, funded and administered, in all material respects, in accordance with its terms and with all applicable Laws (including ERISA and the Code to the extent applicable). Each SMC Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been timely amended for all applicable legal requirements in order to maintain such tax qualified status, is subject to a current favorable determination letter (to the extent a current favorable determination letter may be issued pursuant to IRS Announcement 2015 19) or may rely upon an opinion or advisory letter issued by the IRS with respect to such SMC Benefit Plan, and no such favorable determination letter or opinion letter has been revoked or, to the Knowledge of SMC has revocation been threatened.

(c) None of SMC, any SMC Affiliate or an ERISA Affiliate of either SMC or a SMC Affiliate sponsors, maintains or contributes to, or has any obligation to contribute to, or has any liability or potential liability under or with respect to, any “employee pension benefit plan” (as defined in Section 3(2) of ERISA), that is subject to Sections 412 or 4971 of the Code, Section 302 of ERISA or Title IV of ERISA (not including any Multiemployer Plan). “ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is or was at the relevant time a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA. “Certification of AFTAP” means the certification of an enrolled actuary meeting the requirements imposed under Treasury Regulations Section 1.436 1 that includes, without limitation, a certification of the applicable plan’s “adjusted funding target attainment percentage” within the meaning of Section 436(j) of the Code.

(d) To the Knowledge of SMC, each Benefit Plan that is an employee welfare benefit plan within the meaning of Section 3(1) of ERISA: (i) that is a “group health plan” (as such term is defined in Section 5000(b)(1) of the Code) has complied in all material respects with the applicable requirements of COBRA (or any similar state or local Law); and (ii) has complied in all material respects with the applicable provisions of the Patient Protection and Affordable Care Act (P.L. 111 148), as amended by the Health Care and Education Reconciliation Act of 2010 (P.L. 111 152), and as subsequently amended from time to time thereafter, and the regulations thereunder. Further, no SMC Benefit Plan provides health, life or other welfare type benefits following retirement or other termination of employment (other than death benefits when termination occurs upon death) to any Person other than as required under COBRA or any similar state or local Law.

(e) Except as would not have a Material Adverse Effect, no SMC Benefit Plan exists that could: (i) result in the payment of any money or other property to an employee providing services for SMC or a SMC Affiliate; or (ii) provide any additional rights or benefits (including funding of compensation or benefits through a trust or otherwise) to any employee providing

services for SMC or a SMC Affiliate, in either case as a result of the execution of this Agreement or the consummation of the Transaction (either alone or in conjunction with any other event, including as a result of any termination of employment). Further, neither the execution of this Agreement nor the consummation of the Transaction will (either solely as a result thereof or as a result of such transaction in conjunction with any other event, including as a result of any termination of employment) result in any “excess parachute payments” within the meaning of Section 280G(b) of the Code being made to any employees of SMC or a SMC Affiliate

(f) To the Knowledge of SMC, no claim, action, lawsuit, charge, complaint, grievance, audit, proceeding, hearing, investigation or arbitration relating to any SMC Benefit Plan (other than routine claims for benefits or routine audits of plan financial statements) or the assets of any trust under any SMC Benefit Plan is pending or, to Knowledge of SMC, threatened.

(g) To the Knowledge of SMC, all contributions (including all employer contributions and employee salary reduction contributions) to each Benefit Plan that is a retirement benefit plan have been timely made by SMC and/or any SMC Affiliate, and all contributions for any period ending on or before the Closing Date that are not yet due from either SMC and any SMC Affiliate have been made to each such Benefit Plan or accrued. To the Knowledge of SMC, all premiums or other payments with respect to each Benefit Plan that is a welfare benefit plan for any period ending on or before the Closing Date have been paid or accrued by SMC and any SMC Affiliate

(h) There is no matter pending (other than routine filings) with respect to any SMC Benefit Plan before the IRS, Department of Labor, PBGC, or any other Governmental Authority.

(i) To the Knowledge of SMC, each SMC Benefit Plan that is a “nonqualified deferred compensation plan” (as defined for purposes of Section 409A(d)(1) of the Code) has been maintained and operated in material compliance with Section 409A of the Code, to the extent Section 409A is applicable to such plan.

(j) The representations and warranties set forth in this Section 6.20 are the sole and exclusive representations and warranties of SMC regarding employee benefit matters.

Section 6.21. Employment Matters. Except for the Collective Bargaining Agreement, dated June 1, 2020 May 31, 2021, as amended, entered into with Health Professionals and Allied Employees, AFT/AFL CIO, neither SMC nor any SMC Affiliate is a party to, bound by, any collective bargaining or other agreement with a labor organization representing any of the employees providing services to SMC or any SMC Affiliate.

(a) To the Knowledge of SMC, SMC and SMC Affiliates are in compliance in all material respects with all applicable Laws pertaining to employment and employment practices regarding terms and conditions of employment, nondiscrimination, equal opportunity, immigration, benefits, payment of employment, social security and similar taxes, occupational safety and health, and wages and hours, including compliance with the federal Occupational Safety and Health Act,, except to the extent that non compliance would not have a Material Adverse Effect with respect to SMC or SMC Affiliates.

(b) Copies of all written employment agreements to which either SMC or a SMC Affiliate is a party have been made available to Inspira prior to the Signature Date.

(c) The representations and warranties set forth in this Section 6.20 are the sole and exclusive representations and warranties of SMC regarding employment matters.

Section 6.22. Taxes. SMC have filed (taking into account any valid extensions) all Tax Returns applicable to such party that are required to be filed on or before the Effective Date and the applicable party has paid all Taxes shown thereon as owing. Such Tax Returns are true, correct and complete in all respects, including all accompanying schedules attached thereto and statements made therein SMC is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business. To the Knowledge of SMC, SMC have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, or other third party, and all Internal Revenue Service Forms W 2 and 1099 required with respect thereto have been properly completed and timely filed. There is no material dispute or claim concerning any Tax liability of SMC either claimed or raised in writing by any Governmental Authority and received by SMC that has not been settled or as to which SMC has Knowledge. There are no audits or other examinations being conducted or threatened, and there is no deficiency or refund litigation or controversy in progress or threatened with respect to any taxes previously paid by SMC or with respect to any returns previously filed by SMC or on behalf of SMC related to SMC Assets or the business.

(a) SMC is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445 2.

(b) Except for certain representations related to Taxes in Section 6.03, Section 6.20 and Section 6.21, the representations and warranties set forth in this Section 6.22 are the sole and exclusive representations and warranties of SMC regarding Tax matters.

Section 6.23. Insurance. SMC and each SMC Affiliate is, and will through the Closing Date be, insured with responsible insurers (including, without limitation, general liability insurance coverage and professional liability coverage) against risks normally insured against by similar businesses under similar circumstances. Schedule 6.23 sets forth the list of current insurance or self insurance policies of all risk properties, including fire, liability, product liability, errors and omissions, malpractice, workers’ compensation, vehicular (often referred to as automobile liability), directors’ and officers’ liability, employment practices, fiduciary liability and any and all other forms of insurance maintained by or on behalf of SMC or a SMC Affiliate to provide insurance protection for the assets and business thereof (collectively, the “SMC Insurance Policies”), and SMC has made available to Inspira a list of all pending claims and the claims history related to SMC for the ten (10) year period prior to the Signature Date. All SMC Insurance Policies are in effect and enforceable in accordance with their terms and have not been subject to any lapse in coverage. To the Knowledge of SMC, SMC and each SMC Affiliate is not in default under, or out of compliance with, in any material respect, any provision contained in any such SMC Insurance Policies. There are no outstanding claims under any such policy which have gone unpaid for more than thirty (30) days, or as to which the insurer has disclaimed liability. SMC has not received or been informed by a third party of the receipt by it of any notice from any insurance carrier threatening a suspension, revocation, modification, or cancellation of any insurance policy and there is no basis for the issuance of any such notice or the taking of any such action.

Section 6.24. Medical Staff. SMC has an open medical staff. SMC has made available to Inspira a true and complete copy of medical staff privilege and membership application forms used

by SMC, including a description of medical staff privileges, all current medical staff bylaws, rules and regulations, and amendments thereto, all credentials and appeals procedures not incorporated therein, and copies of all written Contracts between SMC and physicians, physician groups, or other members of its medical staff. Except as previously disclosed by SMC to Inspira in writing, there are no pending or, to the Knowledge of SMC, threatened appeals, challenges, disciplinary or corrective actions, or disputes involving applicants, staff members, or health professionals at SMC. To the Knowledge of SMC, no member of the medical staff of SMC (i) is currently excluded, debarred or otherwise ineligible to participate in Government Programs, (ii) has been convicted of a criminal offense related to the provision of health care items or services but has not yet been excluded, debarred or otherwise declared ineligible to participate in the Government Programs, or (iii) is under an investigation that may result in exclusion from participation in the Government Programs.

Section 6.25. Brokers No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction or any other Transaction Document based upon arrangements made by or on behalf of SMC

Section 6.26. Condition of SMC Assets. INSPIRA ACKNOWLEDGES THAT SMC IS MAKING NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE QUALITY, PHYSICAL CONDITION OR VALUE OF SMC’S ASSETS, THE INCOME OR EXPENSES FROM OR OF THE PROPERTY, OR THE BOOKS AND RECORDS RELATING TO SMC’S ASSETS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF HABITABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 6.27. Full Disclosure. No representation, warranty, statements in this Agreement and the Schedules to this Agreement, or any other agreements, documents, certificates or statements made by or on behalf of SMC or a SMC Affiliate to Inspira in connection with the Transaction contains any untrue statement of a material fact or any omission of a material fact required to be stated herein or therein in order to make any statement herein or therein not misleading in any material respect, in each case in light of the circumstances under which they were made or necessary to provide a prospective purchaser of SMC Assets, SMC or SMC Affiliates with all information material thereto.

Section 6.28. Absence of Undisclosed Liabilities SMC has no liabilities or obligations relating to the business or SMC except (a) those liabilities or obligations reflected on the financial statements for SMC previously provided to Inspira in the amounts shown therein and not heretofore paid or discharged, and (b) those liabilities or obligations arising in the ordinary course of business under any Contract or commitment specifically disclosed on the Disclosure Schedules and not required to be disclosed on the financial statements because of the term or amount involved.

Section 6.29. Legal Counsel. SMC has had the opportunity to engage legal counsel in connection with this Transaction. This Agreement has been thoroughly negotiated and analyzed by its counsel and has been executed and delivered in good faith, and for value and valuable consideration.

Section 6.30. No Other Representations and Warranties. Except for the representations and warranties contained in this Article VI (including the related portions of the Disclosure Schedules described herein), neither SMC nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of SMC or a SMC Affiliate,

including any representation or warranty as to the accuracy or completeness of any information regarding SMC or SMC Affiliates furnished or made available to Inspira and its Representatives.

Section 6.31. Significant Changes. Except as set forth on the Disclosure Schedules, there has not been any (i) material change in the condition (financial or otherwise) of the business, or in the results of operations of, SMC that is likely to result in a Material Adverse Effect on SMC or a SMC Affiliate or (ii) event, action or omission that is likely to result in a Material Adverse Effect on SMC or a SMC Affiliate

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF INSPIRA

Except as set forth in the Disclosure Schedules annexed hereto as Exhibit B, Inspira represents and warrants to SMC that the statements contained in this Article VII are true and correct as of the Signature Date and will be true and correct as of the Closing Date subject to any updates in the Disclosure Schedules delivered by Inspira prior to the Closing Date.

Section 7.01. Organization and Qualification. Inspira is a nonprofit corporation, validly existing and in good standing under the laws of the State of New Jersey.

Section 7.02. Authority of Inspira. Inspira has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Inspira is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Inspira of this Agreement and any other Transaction Document to which Inspira is a party, the performance by Inspira of its obligations hereunder and thereunder and the consummation by Inspira of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Inspira. This Agreement has been duly executed and delivered by Inspira, and (assuming due authorization, execution and delivery by Inspira) this Agreement constitutes a legal, valid and binding obligation of Inspira, enforceable against Inspira in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Inspira is or will be a party has been duly executed and delivered by Inspira (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Inspira enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 7.03. Tax Exempt Status Inspira is exempt from federal income taxation pursuant to Section 501(a) of the Code, as an organization described in Section 501(c) (3) of the Code, and is not a “private foundation” as defined in Section 509(a) of the Code, as evidenced by a determination letter from the IRS. Inspira has not within the past three (3) most recent fiscal years received any written correspondence or notice from any taxing authority that any of its exemptions from Tax have been or may be revoked or modified. Inspira has not taken any action that may cause it to lose its exemption from taxation under Section 501(a) of the Code.

Section 7.04. No Conflicts; Consents. The execution, delivery and performance by Inspira of this Agreement and the other Transaction Documents to which it is a party, and the consummation

of the transaction contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of any provision of the articles of incorporation or bylaws of Inspira; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Inspira; or (c) to the knowledge of Inspira, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement to which Inspira is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect with respect to Inspira. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Inspira in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transaction contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which would not have a Material Adverse Effect with respect to Inspira.

Section 7.05. Brokers No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transaction or any other Transaction Document based upon arrangements made by or on behalf of Inspira.

Section 7.06. Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Inspira’s Knowledge, threatened against or by Inspira or any Affiliate of Inspira that challenge or seek to prevent, enjoin or otherwise delay the Transaction. No event has occurred nor do any circumstances exist that may give rise to, or serve as a basis for, any such action, suit, claim, investigation or other legal proceeding except for such actions, suits, claims, investigations or other legal proceedings that would not, in the aggregate, have a Material Adverse Effect with respect to Inspira.

Section 7.07. Corporate Integrity Agreements. Inspira is not a party to a corporate integrity agreement or to a Certificate of Compliance Agreement with the Office of the Inspector General of the United States Department of Health and Human Services.

Section 7.08. Compliance with Laws. Inspira is in material compliance with all Laws applicable to the business, properties and assets of Inspira including, without limitation, the False Claims Act (31 U.S.C. § 3729, et seq.), the Civil Monetary Penalties Law (42 U.S.C. § 1320a 7a), federal and state anti kickback statutes (including 42 U.S.C. § 1320a 7b), federal and state referral laws (including 42 U.S.C. §1395nn), criminal false claims statutes (e.g. 18 U.S.C. §§ 287 and 1001), and the Beneficiary Inducement Statute (42 U.S.C. § 1320a 7a(a)(5)). Inspira has not received notice of any violation of any such Laws.

Section 7.09. Financial Capacity. Inspira currently has the financial capacity to perform all of its obligations under this Agreement without any conditions and will be able to consummate the Transaction without any financial contingencies. Inspira is not insolvent and will not be rendered insolvent as a result of the consummation of the Transaction.

Section 7.10. No Other Representations and Warranties. Except for the representations and warranties contained in this Article VII (including the related portions of the Disclosure Schedules), neither Inspira nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Inspira.

COVENANTS

Section 8.01. Conduct of Operations Prior to the Effective Date.

(a) From the Signature Date until the Effective Date, except as otherwise provided in this Agreement or consented to in writing by Inspira (which consent shall not be unreasonably withheld or delayed), SMC shall, and shall cause SMC Affiliates to, (i) conduct the business of SMC and the SMC Affiliates in the ordinary course of business; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization and operations and to preserve the rights and relationships of the employees, physicians, patients, suppliers, regulators and others having relationships with SMC.

(b) From the date hereof until the Effective Date, except as consented to in writing by Inspira, SMC (i) shall not take any action that would cause any of the changes, events or conditions described in Section 6.06(a), (b), (c), (j), or (l) to occur, (ii) shall not take any action that would cause any of the changes, events or conditions described in Section 6.06(d), (e), (g), (h), (i), or (k) to occur without Inspira’s prior written consent, which will not be unreasonably delayed, and (iii) shall notify Inspira of any event or condition described in Section 6.06(f) SMC shall promptly notify Inspira of any Material Adverse Effect or any events that, individually or in the aggregate, with or without the lapse of time, could be reasonably expected to result in a Material Adverse Effect.

Section 8.02. Access to Information.

(a) From the Signature Date until the Closing, SMC shall (i) afford Inspira and its Representatives reasonable access to and the right to inspect the books and records, Contracts and other documents and data related to SMC and SMC Affiliates and, as applicable; and (ii) make available to Inspira and its Representatives such financial, operating and other data and information related to SMC and the SMC Affiliates as Inspira or any of its Representatives may reasonably request.

(b) From the Signature Date until the Closing, Inspira shall make available to SMC and its Representatives such financial, operating and other data and information as is necessary in the reasonable opinion of SMC to demonstrate Inspira’s ability to satisfy its obligations under this Agreement.

Section 8.03. Due Diligence.

(a) Inspira acknowledges that it shall have the Due Diligence Period to conduct and complete such due diligence as it deems sufficient with respect to the Transaction. During the Due Diligence Period, SMC acknowledges and agrees to provide to Inspira in a timely manner (i) such financial, operating and other data and information related to SMC as Inspira requires, and (ii) access to the Leased Real Property, through its employees, representatives, professional advisors, environmental consultants, surveyors and contractors, to make such investigations and examinations of the Leased Real Property as Inspira requires.

(b) Additional Diligence Information. From the expiration of the Due Diligence Period through the Effective Date: (i) each Party will promptly disclose to the other Party any information known or that becomes known to such Party that is responsive to diligence requests

made by the other Party and that has not been previously disclosed in writing as part of the Due Diligence information; (ii) SMC will provide to Inspira, on a monthly basis, a financial information packet summarizing the financial condition of SMC (including the SMC Affiliate), in the same form provided to Inspira (except for the deletion of any competitively sensitive or privileged information); and (iii) SMC will provide Inspira a copy of each Medicare cost report filed by SMC (including the SMC Affiliate) after the Signature Date within five (5) days of such filing.

(c) INSPIRA ACKNOWLEDGES AND AGREES THAT THROUGHOUT THE DUE DILIGENCE PERIOD INSPIRA SHALL CONDUCT SUCH INVESTIGATIONS OF THE SMC ASSETS, INCLUDING BUT NOT LIMITED TO THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS INSPIRA DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE SMC ASSETS, INCLUDING BUT NOT LIMITED TO THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE LEASED REAL PROPERTY, AND SHALL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SMC OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SMC AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, INSPIRA SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY INSPIRA’S INVESTIGATIONS, AND INSPIRA, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SMC FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH INSPIRA MIGHT HAVE ASSERTED OR ALLEGED AGAINST SMC OR ANY SMC AFFILIATE AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE SMC ASSETS.

Section 8.04. Efforts to Consummate. Subject to the terms and conditions of this Agreement, the Parties shall (and shall cause their respective Affiliates to) use commercially reasonable efforts to take all actions and to do all things necessary, proper or advisable to consummate the Transaction as promptly as practicable, including using commercially reasonable efforts to (a) provide all required notices to third parties, (b) make any filing with and obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority that is required to be made or obtained in connection with the Transaction, including without limitation (i) those required under the HSR Act and obtaining CHAPA approval and (ii) providing the New Jersey Department of Health (the “DOH”) with notification of the change in membership consistent with the Certificate of Need exception set forth at N.J.A.C. 8:33 3.3(h) related to a change in the membership of a nonprofit corporation, where the members are individuals or nonprofit corporations, provided that such notification will document that the membership change will not diminish access to previously provided community healthcare services, (c) obtain any consent, waiver, approval or authorization from any other third party required in order to maintain in full force and effect any of the contracts, licenses or other rights of SMC, including hospital licenses,

following the Effective Date, and (d) cause the conditions in Article IX applicable to them to be satisfied at or prior to Closing.

Section 8.05. Financial Statements. As of the Effective Date, SMC’s balance sheet will be substantially similar with the projected Balance Sheet attached hereto as Exhibit C, subject to the Parties’ subsequent agreement with respect thereto (“Closing Date Balance Sheet”).

Section 8.06. Employment Matters. Except as set forth on Schedule 8.06:

(a) As of the Effective Date, (i) all employees of SMC and SMC Affiliates employed as of the Effective Date, including any such employees who are on an authorized leave of absence for any reason (the “SMC Employees”) will retain their current employment pursuant to terms and conditions substantially similar to the terms and conditions of such employees’ employment immediately prior to the Effective Date, (ii) all current employment policies of SMC will remain in effect after the Effective Date until the same are amended, modified, replaced or terminated, and (iii) all collective bargaining agreements or Contracts with any union, works council or labor organization which covers SMC Employees will be honored by Inspira according to their respective terms.

(b) The employment of SMC Employees that are “at will” will continue to be at will following the Effective Date; provided, however, in the event that a SMC Employee is terminated without cause (as set forth in SMC Employee’s employment agreement or other applicable written policies and procedures for termination) within one (1) year after the Effective Date, SMC shall provide severance benefits to such terminated SMC Employee consistent with SMC’s then current severance plan or policy; provided, in any event, Inspira, SMC or Inspira’s Affiliate, as applicable, may take any and all action it or they deem necessary for the severance benefits to satisfy, or to be exempt from Code Section 409A.

(c) As of the Effective Date, SMC and SMC Affiliates shall each retain all SMC Benefit Plans of which any of them is a sponsor and which cover SMC Employees, until the same are amended, modified, or replaced by a comparable plan sponsored by Inspira.

(d) Service credit and seniority will be granted under the employee benefit plans, policies, programs, practices and arrangements of Inspira and any other Affiliate of Inspira (each a “Inspira Benefit Plan”) providing benefits to SMC Employees after the Effective Date to each SMC Employee for (i) all years of service for which such employee was credited before the Effective Date under any similar Benefit Plans, except for purposes of benefit accruals under any defined benefit pension plan, and (ii) such employee’s continuous employment with SMC or a SMC Affiliate from the employee’s most recent hire date by SMC or a SMC Affiliate, as applicable, through the Effective Date for purposes of (A) satisfying any and all eligibility and participation requirements under such plans; (B) determining the vested status of the employees under such plans; and (C) determining the amount and duration of any benefits under such plans to the extent that service or seniority is a consideration in calculating benefits, but no credit for any service will be required that would result in a duplication of benefits, such as pension or retirement benefits, or an accrual of such a benefit for a period of time prior to the Effective Date. In no event will a SMC Employee be credited with more than one year of service for any single fiscal year under the Inspira Benefit Plans.

(e) SMC shall retain all of the liabilities of SMC and SMC Affiliates, as the case may be, for accrued paid time off, vacation, holiday and/or sick time benefits earned but not taken

on or prior to the Effective Date with respect to SMC Employees and the existing seniority of SMC Employees shall be recognized for purposes of determining the amount or rate of vacation or paid time off benefit accrual. SMC shall also retain all other employment related liabilities as of the Effective Date of SMC or SMC Affiliates as reflected on the Closing Date Balance Sheet with respect to SMC Employees. As of the Effective Date, SMC shall retain any employment agreements with SMC Employees, which are in compliance with applicable Laws as well as collective bargaining agreements with labor organizations covering any SMC Employees, if any. As of the Effective Date, all SMC Employees shall remain eligible for coverage under SMC’s workers’ compensation insurance, and SMC and SMC Affiliates, as applicable, shall remain responsible and retain liability for workers’ compensation claims and all other claims relating to occupational illnesses and injuries incurred before the Effective Date (regardless of when such claims are reported).

(f) If Inspira makes available any Inspira Benefit Plan to SMC Employees, Inspira will waive pre existing condition limitations that might otherwise apply to SMC Employees employed as of the Effective Date, except to the extent a SMC Employee had not satisfied such limitations under the welfare benefit plans maintained by SMC or a SMC Affiliate, as the case may be, as of the Effective Date. The Inspira Benefit Plans shall also credit each SMC Employee and his or her covered dependents with year to date deductibles and out of pocket expenses incurred under any medical, prescription drug, dental or similar health benefit plan maintained immediately prior to the Effective Date by SMC or SMC Affiliate, as the case may be, toward satisfaction of applicable deductibles and out of pocket expenses under a Inspira Benefit Plan providing medical, prescription drug, dental or similar health benefits, as the case may be.

(g) Notwithstanding anything in this Agreement to the contrary, if any SMC Employee has become disabled (within the meaning of the Benefit Plan providing disability benefits) prior to the Effective Date, SMC will retain liability for reimbursement of the provision of short term disability benefits payable to such SMC Employee after the Effective Date under the Benefit Plan with respect to such disability, and SMC will retain liability for reimbursement of the premiums payable for such SMC Employee’s long term disability coverage after the Effective Date under the Benefit Plan providing long term disability coverage. If such SMC Employee becomes eligible for long term disability benefits due to a disabling condition or event that occurred prior to the Effective Date, such benefits will then be provided by the Benefit Plan that is a long term disability plan covering SMC Employees. From and after the Effective Date, any right to reemployment for any current or former SMC Employee, who is on short term or long term disability leave as of the date immediately prior to the Effective Date, shall be the obligation of Inspira and not SMC or an Affiliate of SMC.

(h) No provision of this Section 8.06 shall be treated as an amendment to any pre Effective Date Benefit Plan or any employee benefit plan, program, policy, arrangement or agreement of SMC. Notwithstanding anything else contained in this Section 8.06, the Parties do not intend for this Section 8.06, or any term, provision, condition or agreement contained in this Agreement, to amend any plans or arrangements or create any rights or obligations except as between the Parties to this Agreement, and no past, present or future director, officer, employee or other service provider (or such Person’s spouse, dependent or beneficiary) will be treated as a third party beneficiary of this Agreement.

Section 8.07. Insurance.

(a) From and after the Signature Date through: (i) the end of the statute of limitations period applicable to an insurable claim in the case of a “claims made” policy; and (ii) the Effective Date for an “occurrence based” policy, SMC shall at its expense maintain or caused to be maintained in effect policies of insurance (together with evidence of paid premiums with respect to such binders) providing substantially the same coverage as in effect on the date hereof as listed on Schedule 6.20 which insure potential liability of SMC and each SMC Affiliate arising from the conduct of its business operations for any acts, omissions, events, claims or occurrences arising out of or otherwise related thereto prior to the Effective Date, including, without limitation, any general liability insurance and Directors and Officers insurance policies.

(b) SMC shall promptly as possible, notify such carriers of any claims affecting such policies.

(c) If any of the policies of insurance described in Schedule 6.20 are due to expire or renew prior to the Closing Date, SMC will provide the binder of insurance that demonstrates that the policy terms and conditions have not been changed, and that the full premium has been paid, and Inspira shall have the right to review these policies prior to the Closing Date.

Section 8.08. Transfer Taxes. All transfer, documentary stamps, controlling interest transfer tax, or similar taxes (including any penalties and interest) incurred in connection with the transfer of the Leased Real Property and consummation of the Transaction pursuant to this Agreement, if any, and the other Transaction Documents shall be borne and paid by Inspira when due.

Section 8.09. Public Announcements. Unless otherwise required by applicable Law (based upon the reasonable advice of counsel), no Party to this Agreement shall make any public announcements in respect of this Agreement or the Transaction or otherwise communicate with any news media without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed), and the Parties shall cooperate as to the timing and contents of any such announcement.

Section 8.10. Confidentiality. The Parties hereto shall hold in confidence and as proprietary information the information contained in this Agreement, all information related to this Agreement, any ancillary agreement, all discussions, negotiations, and communications regarding this Agreement and all confidential or proprietary information concerning the business, finances or other affairs of such Party or of its Affiliates disclosed in any manner, whether orally, visually or in written or other tangible form (including documents, devices and computer readable media) and all copies thereof, whether created by the discloser or recipient, by such Party or by its agents or employees to the other Party or its agents prior to, on or after the Effective Date (“Confidential Information”). Neither Party shall disclose any Confidential Information to any third party without the prior written consent of the other Parties. Accordingly, Inspira and SMC shall not discuss with, or provide information to, any third party (except for such Party's attorneys, accountants, directors, officers and employees, the directors, officers and employees of any Affiliate of any Party, and other consultants and professional advisors and then only on a need to know basis and shall cause and require all such persons to whom such information is disclosed to abide by the provisions of this Section 8.10) concerning this Transaction prior to or after the Effective Date, except: (a) as required by Law or in governmental filings or judicial, administrative or arbitration proceedings; or (b) pursuant to public announcements made with the prior written approval of the Inspira and SMC

If this Agreement is, for any reason, terminated prior to the Closing, this Section 8.10 shall nonetheless continue in full force and effect.

Section 8.11. Return and Destruction. Should this Agreement terminate prior to the Effective Time, each Party agrees: (i) that it will promptly return to the disclosing Party or, with the permission of the disclosing Party, destroy all Confidential Information obtained from the other Party and all notes, memoranda and other material which reflect, interpret, evaluate or are derived from such Confidential Information; and (ii) that it will not use such Confidential Information in its future decision making. Notwithstanding the foregoing provisions of this Section 8.11, in no event will any Party (or such Party’s attorneys or other advisors) be required to return or destroy any due diligence analyses or attorney work product prepared in contemplation of this Agreement.

Section 8.12. Updated Disclosure Schedules Not later than three (3) business days prior to the Closing Date, SMC and Inspira shall disclose to each other in writing any updates, supplements, amendments or modifications to the Disclosure Schedules and Exhibits for which they are responsible for under this Agreement such that the Disclosure Schedules and Exhibits are current through that date. SMC and Inspira shall further update such Disclosure Schedules and Exhibits so that they are current through the Closing Date and are reasonably acceptable to SMC and Inspira, as applicable. The Parties further agree that, between the Signature Date and the Effective Date, the Parties agree to negotiate in good faith the form of the Exhibits, the final forms of which shall require the mutual agreement of the Parties.

Section 8.13. Further Assurances. Following the Closing, each of the Parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the Transaction and the other Transaction Documents.

Section 8.14. Inspira’s Board of Trustee Approval. Inspira agrees to work diligently to obtain from its Board of Directors, on or before December 31, 2021, the authorization and approval for the execution, delivery and performance of this Agreement and the Transaction.

ARTICLE IX CONDITIONS TO CLOSING

Section 9.01. Conditions to Obligations of Both Parties The obligations of each party to consummate the Transaction shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a) The filings of Inspira and SMC pursuant to the HSR Act, if any, shall have been made and any applicable waiting period and any extensions thereof shall have expired or been terminated;

(b) SMC and Inspira shall have received documentation of CHAPA approval of the transfer of the Membership Interests;

(c) SMC and Inspira shall have obtained from their respective Boards of Directors the authorization and approval for the execution, delivery and performance of this Agreement and the Transaction;

(d) The parties shall have executed and delivered the Membership Assignment Agreement;

(e) The SHWF Loan Modification Agreement shall be executed and delivered in substantially the form attached hereto as Exhibit A;

(f) The consummation of a transaction whereby Inspira shall acquire a parcel of land of approximately thirty (30) acres consisting of the hospital building and its surrounding area; and

(g) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered into any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

Section 9.02. Conditions to Obligations of Inspira The obligations of Inspira to consummate the Transaction shall be subject to the fulfillment or Inspira’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties set forth in Article VI shall be true, accurate and complete in all respects as of the Closing Date, except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect;

(b) All of the agreements, covenants and conditions that SMC is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date must have been duly performed and complied with in all material respects;

(c) From the Signature Date, there shall not have occurred any Material Adverse Effect with respect to SMC or any SMC Affiliate, nor shall any event or events have occurred that, in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect with respect to SMC or any SMC Affiliate;

(d) SMC shall have executed and delivered to Inspira all of the documents, agreements, certificates and deliverables required to be executed or delivered by SMC pursuant to Section 5.02;

(e) Neither SMC nor any SMC Affiliate shall (i) be in receivership or dissolution, (ii) have made any assignment for the benefit of creditors, (iii) have admitted inability to pay debts as they mature, (iv) have been adjudicated insolvent or 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 either SMC or any SMC Affiliate;

(f) All material approvals, consents, waivers and estoppels of an y third parties or Government Authorities which are reasonably necessary, in the opinion of Inspira, to effectively complete the Transaction or to operate SMC or the respective SMC Affiliate in the ordinary course of business subsequent to the Closing Date shall have been obtained or otherwise mutually addressed by Inspira and SMC pursuant to a separate agreement;

(g) SMC shall have furnished Inspira with:

(i) Complete and accurate copies of the Disclosure Schedules for which SMC is responsible under this Agreement current as of the Closing Date; provided, however, all such Disclosure Schedules and any new Disclosure Schedules or updates to the Disclosure Schedules shall be deemed reasonably acceptable to Inspira unless one or more matters disclosed on such Disclosure Schedules constitutes a Material Adverse Effect;

(ii) Certificates signed by the authorized officers of SMC certifying that (1) each covenant and agreement to be performed by SMC prior to or as of the Closing Date has been performed, and (2) as of the Closing Date, all of the representations and warranties by or on behalf of SMC and/or any SMC Affiliate contained in this Agreement are true, accurate and complete in all material respects, subject to the qualification set forth in subsection (a) above;

(iii) Written documentation that the SHWF Loan has been discharged consistent with the terms of the SHWF Loan Satisfaction Agreement set forth in Exhibit A above;

(iv) The Closing Date Balance Sheet substantially similar with the projected Balance Sheet attached hereto as Exhibit C, subject to the Parties’ subsequent agreement with respect thereto; and

(v) Such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Inspira, as may be required to give effect to this Agreement.

Section 9.03. Conditions Precedent to Obligations of Inspira Related to Salem Hospital Management, LLC.

(a) At Closing, with the exception of the SMC Leases, SMC will provide proof of termination, without financial penalty to SMC or any SMC Affiliate, of the Hospital Management Agreement.

Section 9.04. Conditions Precedent to Obligations of SMC. The obligations of SMC to consummate the Transaction shall be subject to the fulfillment or SMC’s waiver, at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties set forth in Article VII shall be true, accurate and complete in all material respects as of the Closing Date except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect;

(b) All of the agreements, covenants and obligations that Inspira is required to perform or to comply with pursuant to this Agreement at or prior to the Closing Date must have been duly performed and complied with in all material respects;

(c) From the Signature Date, there shall not have occurred any Material Adverse Effect with respect to Inspira, nor shall any event or events have occurred that, in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect with respect to Inspira;

(d) Inspira shall have executed and delivered to SMC all of the documents, agreements, certificates and deliverables required to be executed or delivered by Inspira pursuant to Section 5.02;

(e) Inspira shall not (i) be in receivership or dissolution, (ii) have made any assignment for the benefit of creditors, (iii) have admitted inability to pay debts as they mature, (iv) have been adjudicated insolvent or 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 Inspira;

(f) All material approvals, consents, waivers and estoppels of any third parties which are reasonably necessary, in the opinion of SMC, to effectively complete the Transaction, including without limitation any other required approvals of Governmental Authorities, shall have been obtained by Inspira; and

(g) Inspira shall have furnished SMC with:

(i) complete and accurate copies of the Disclosure Schedules for which Inspira is responsible under this Agreement current as of the Closing Date that are reasonably acceptable to SMC; provided, however, all such Disclosure Schedules and any new Disclosure Schedules or updates to the Disclosure Schedules shall be deemed reasonably acceptable to SMC unless one or more matters disclosed on such Disclosure Schedules constitutes a Material Adverse Effect;

(ii) certificates signed by an authorized officer of Inspira, reasonably satisfactory in form and substance to SMC, certifying that (1) each covenant and agreement to be performed by Inspira prior to or as of the Closing Date has been performed, and (2) as of the Closing Date, all of the representations and warranties by or on behalf of Inspira contained in this Agreement are true, accurate and complete in all material respects, subject to the qualification set forth in subsection (a) above; and

(iii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to SMC, as may be required to give effect to this Agreement.

ARTICLE X TERMINATION

Section 10.01. Termination. This Agreement may be terminated at any time prior to the Closing as follows:

(a) by the mutual written consent of SMC and Inspira;

(b) by Inspira by written notice to SMC if:

(i) Inspira is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by SMC pursuant to this Agreement that

would give rise to the failure of any of the conditions specified in Article IX and such breach, inaccuracy or failure has not been or cannot be cured by SMC on or before the “Drop Dead Date;

(ii) Except in the event of a willful default of this Agreement or the Agreement of Sale by Inspira, termination of that certain Agreement of Sale;

(iii) any of the material conditions set forth in Section 9.01 or Section 9.02 shall not have been fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of Inspira to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or

(iv) Inspira, in Inspira’s sole and absolute discretion, determines that it does not wish to move forward with the Transaction prior to expiration of the Due Diligence Period;

(c) by SMC by written notice to Inspira if:

(i) SMC is not then in material breach of an y provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Inspira pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article IX and such breach, inaccuracy or failure has not been or cannot be cured by the Drop Dead Date; or

(ii) any of the conditions set forth in Section 9.01 or Section 9.03 shall not have been fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of SMC to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or

(d) by Inspira or SMC in the event that:

(i) any Law makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited; or

(ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non appealable.

Section 10.02. Effect of Termination. In the event of the termination of this Agreement in accordance with this Article X, this Agreement shall forthwith become void and there shall be no liability on the part of any Party hereto except:

(a) as set forth in this Article X, Section 8.10 and Article XI hereof; and

(b) that nothing herein shall relieve any Party hereto from liability for damages resulting from any breach of any provision hereof or the Agreement of Sale.

ARTICLE XI

SURVIVAL OF REPRESENTATION AND WARRANTIES; INDEMNIFICATION

Section 11.01. Survival of Representations and Warranties. All representations and warranties shall survive for a period of thirty six (36) months beginning on the Closing Date (the “Survival Period”) It is acknowledged and agreed that the foregoing time limitations are reasonable.

Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder, with a reasonable estimate of the indemnifiable Losses to be claimed in connection therewith (to the extent determinable), and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

Section 11.02. Indemnification/Guaranty. Subject to the other provisions of this Article XI, from and after the Effective Date for a period of thirty six (36) months, Guarantor shall defend and indemnify Inspira and its Affiliates and their Representatives (the “Inspira Indemnified Parties”) and hold the Inspira Indemnified Parties wholly harmless from and against any and all Losses that an Inspira Indemnified Party incurs as a result of (i) any breach of any representation and warranty of SMC contained in this Agreement; (ii) any breach of any covenant of SMC contained in this Agreement; and (iii) any claim made by a third party with respect to the operation of SMC and the conduct of its businesses prior to the Effective Date.

Section 11.03. Indemnification by Inspira. Subject to the other provisions of this Article XI, from and after the Effective Date for a period of thirty six (36) months, Inspira shall defend and indemnify SMC and its Representatives (the “SMC Indemnified Parties”) and hold SMC Indemnified Parties wholly harmless from and against any and all Losses that a SMC Indemnified Party incurs as a result of or with respect to (i) any breach of any representation and warranty of Inspira contained in this Agreement; and (ii) any breach of any covenant of Inspira contained in this Agreement.

Section 11.04. Limitations on Indemnifications.

(a) Except in the case of intentional misrepresentation or actual fraud, the aggregate liability of SMC and Guarantor for indemnification of a breach of any Representation and Warranty shall not exceed Five Million Dollars ($5,000,000.00).

(b) SMC shall be under no liability to indemnify any Inspira Indemnified Party and no claim under Section 11.02 of this Agreement shall:

(i) be made to the extent that such claim relates to a liability arising out of or relating to any act, omission, event or occurrence connected with the use, ownership or operation of the business or SMC by Inspira on and after the Effective Date (without regard to whether such use, ownership or operation is consistent with SMC’s policies, procedures and/or practices prior to the Effective Date); or

(ii) be made to the extent that (A) such claim (or the basis thereof) is set forth in the Disclosure Schedule and (B) the disclosure of such claim (or the basis thereof) is reasonably apparent on the face of such disclosure.

Section 11.05. Notice and Control of Litigation.

(a) Notice of Asserted Liability. As soon as is reasonably practicable after a SMC Indemnified Party or a Inspira Indemnified Party becomes aware of any direct or third party claim that such party has under this Article XI that may result in Losses for which such party is entitled to indemnification hereunder (a “Liability Claim”), such party (the “Indemnified Party”)

shall give notice of such Liability Claim (a “Claims Notice”) to the other party (the “Indemnifying Party”). A Claims Notice must describe the Liability Claim in reasonable detail and must indicate the amount, calculated in good faith and to the extent feasible, of the Losses that have been or may be suffered by the Indemnified Party. Provided a Claims Notice is delivered prior to the end of the Survival Period, no delay in or failure to give a Claims Notice by the Indemnified Party to the Indemnifying Party pursuant to this Section 11.05(a) will adversely affect any of the other rights or remedies that the Indemnified Party has under this Agreement or alter or relieve the Indemnifying Party of its obligation to indemnify the Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party.

(b) Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within ten (10) days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may be sought under this Article XI, to assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, provided that the (i) the Liability Claim solely seeks (and continues to seek) monetary damages and does not seek an injunction or other equitable relief; (ii) the Liability Claim does not include criminal charges; and (iii) the Indemnifying Party expressly acknowledges in writing its responsibility for all Losses relating to such Liability Claim (the conditions set forth in clauses (i) through (iii) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 11.05(b) within 10 days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may be sought under this Article XI, the Indemnified Party may continue to defend the Liability Claim. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim; provided, however, that the Indemnifying Party may not consent to any such settlement or judgment to the extent that any such settlement or judgment (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a complete and irrevocable release from all liability in respect of such Liability Claim, or (II) grants any injunctive or equitable relief. The Indemnified Party has the right to settle any Liability Claim, the defense of which has not been assumed by the Indemnifying Party.

(c) Jurisdiction. Each Indemnifying Party consents to the non exclusive jurisdiction of any court in which a proceeding is brought by another Person not party to this Agreement against any Indemnified Party for purposes of any claim that such Indemnified Party may have under this Agreement with respect to the proceeding or the matters alleged therein. Each Party consents and agrees that process may be served on it with respect to such a claim anywhere in New Jersey.

Section 11.06. Mitigation of Damages. The Parties shall take all reasonable steps to mitigate damages in respect of any claim for which it is seeking indemnification and shall use its reasonable efforts to avoid any costs or expenses associated with such claim and, if such costs and expenses cannot be avoided, to minimize, to the extent reasonably possible, the amount thereof.

Section 11.07. Guarant y Agreement. To secure SMC’s obligations under Section 11.02, and SMC’s obligations under this Agreement, Guarantor shall execute and deliver a Guaranty in the form attached hereto as Exhibit E (the “Indemnity Guaranty Agreement”). The Indemnity Guaranty Agreement shall be for a period of thirty six (36) months following the Closing Date. The Guaranty Amount will be used to satisfy the indemnity obligations of SMC to SMC and Inspira under this Agreement and may be enforced by Inspira in the event of an indemnity claim against SMC. Upon the expiration of the thirty six (36) month period, the Indemnity Guaranty Agreement shall terminate, unless otherwise extended pursuant to the terms of the Indemnity Guaranty Agreement.

ARTICLE XII

MISCELLANEOUS

Section 12.01. Expenses. Except as otherwise expressly provided in this Agreement (including Section 8.08 hereof), all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred. Notwithstanding the foregoing, Inspira and SMC agree to split equally the filing fees incurred by Inspira and SMC in connection with any filings or submissions under the HSR Act.

Section 12.02. Notices All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.03):

If to SMC: Salem County Hospital Corp. dba Salem Medical Center 310 Woodstown Road Salem, New Jersey 08079

Attention: CEO with a copy to: Salem Hospital Management, LLC 2 Broad Street, 4th Floor Bloomfield, New Jersey 07003

Attention: Steven M. Rosefsky, Esq.

If to Inspira: Inspira Health Network

165 Bridgeton Pike Mullica Hill, New Jersey 08062

Attention: Warren E. Moore, FACHE, EVP and COO

with a copy to: Inspira Health Network

165 Bridgeton Pike Mullica Hill, New Jersey 08062

Attention: General Counsel

Section 12.03. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 12.04. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transaction be consummated as originally contemplated to the greatest extent possible.

Section 12.05. Entire Agreement This Agreement (including all exhibits, schedules, and attachments) and the other Transaction Documents constitute the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents and/or the Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control. Each Party confirms that it is not relying on any representations, warranties or covenants of the other Party except as specifically set out in this Agreement.

Section 12.06. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign its rights or obligations hereunder without the prior written consent of the other Parties, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its obligations hereunder.

Section 12.07. No Third Party Beneficiaries This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 12.08. Amendment and Modification; Waiver This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 12.09. Governing Law; Submission to Jurisdiction.

(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of Law

provision or rule (whether of the State of New Jersey or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New Jersey.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF NEW JERSEY IN EACH CASE LOCATED IN THE CITY OF CAMDEN AND COUNTY OF CAMDEN, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9(c).

Section 12.10. Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at Law or in equity.

Section 12.11. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

EXHIBITS

Exhibit A Membership Assignment Agreement

Exhibit B SHWF Loan Modification Agreement

Exhibit C Disclosure Schedules

Exhibit D SMC’s Projected Balance Sheet as of March 2022

Exhibit E Indemnity Guaranty Agreement

DISCLOSURE SCHEDULES

Schedule 2.04 Excluded Liabilities

Schedule 6.07 List of Material Contracts

Schedule 6.09(b) Leased Real Property

Schedule 6.10(a) IP

Schedule 6.12(b) Permits

Schedule 6.19(a) Employee Benefit Plans

Schedule 6.22 Insurance Schedule 8.06 Employment Matters

EXHIBIT A

MEMBERSHIP ASSIGNMENT AGREEMENT

THIS MEMBERSHIP ASSIGNMENT AGREEMENT (this “Assignment”) is executed and delivered by the undersigned, being all the members of Salem County Hospital Corp. (“Assignors”), a New Jersey nonprofit corporation, d/b/a Salem Medical Center (“Salem”) in connection with that certain Membership Transfer Agreement dated as of December ___, 2021 (the “MTA”), by and between Salem and Inspira Health Network, Inc., a New Jersey nonprofit corporation (“Inspira”).

FOR GOOD AND VALUABLE CONSIDERATION, each Assignor individually represents and warrants to Inspira that: (a) Assignor is the rightful owner of and has not heretofore assigned, pledged or otherwise transferred the Membership Interests; and (b) Assignor has the full right, authority and power to assign the Membership Interests as contemplated in this Assignment and no approval or consent of any Person is required in connection with this Assignment.

The Assignors hereby irrevocably contribute, assign, transfer, convey and deliver, free and clear of all Encumbrances, to Inspira all of their individual rights, title and interest in and to their Membership Interests in Salem, including all rights, remedies and incidents of ownership arising therefrom, and Inspira hereby accepts such assignment, transfer, conveyance and delivery of such Membership Interest.

The Assignors and Inspira hereby agree to execute, endorse and deliver any and all such further documents and instruments as may be reasonably necessary to confirm the Assignors’ assignment and Inspira’s acceptance of the Membership Interest. Capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the MTA.

This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same document. A signed copy of this Assignment delivered by facsimile, e mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Assignment.

[signatures on following page]

SLM-C-000014-22 10/14/2022 Pg 62 of 271 Trans ID: CHC2022246440

IN WITNESS WHEREOF, the undersigned have caused the assignment of their individual Membership Interest contemplated in this Assignment to be effective as of Effective Date of the MTA.

INSPIRA

By:

Printed Name:

Title:___________________________

ASSIGNORS

By:

Printed Name: William J. Colgan

By:

Printed Name: Charles McFeaters

By: Printed Name: Brenda Goins

By:

Printed Name: Michael R. Gorman

By: Printed Name: Steven M. Rosefsky

By:

Printed Name: Manuel Guantez

By:

Printed Name: Ceil Smith

By:

Printed Name: Bruce W. Herdman

By:

Printed Name: Wamiq S. Sultan, MD

By:

Printed Name: Raquel M. Jeffers

By:

Printed Name: Ralph Thomas

By:

Printed Name: Awood A. Jones, Pastor

By:

Printed Name: Tammy Torres, DNP, RN

EXHIBIT B

SHWF Loan Modification Agreement

THIS LOAN MODIFICATION AGREEMENT (this “Agreement”) is made as of December ____, 2021 by and among SALEM COUNTY HOSPITAL CORP. dba SALEM MEDICAL CENTER (“SMC”), THE SALEM HEALTH & WELLNESS FOUNDATION (the “Foundation”), and CHA PARTNERS, LLC (“CHA”, and together with SMC, the Foundation and CHA, each a “Party”, and collectively, the “Parties”).

WHEREAS, the Foundation and SMC are parties to that certain Loan and Security Agreement, dated as of January 31, 2019, pursuant to which the Foundation provided a loan to SMC in the amount of $14,500,000.00, pursuant to which CHA guaranteed up to $3,000,000.00 (the “First Loan Agreement”); and

WHEREAS, the Foundation and SMC are parties to that certain supplemental Loan and Security Agreement, dated as of March 24, 2020, pursuant to which the Foundation provided an additional loan to SMC in the amount of $4,000,000.00 (the “Second Loan Agreement”); and

WHEREAS, the Foundation and SMC are parties to that certain supplemental Loan and Security Agreement, dated as of November 1, 2020, pursuant to which the Foundation provided an additional loan to SMC in the amount of $6,000,000.00 (the “Third Loan Agreement”, and together with the First Loan Agreement and Second Loan Agreement, the “Loan Agreements”)

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby desire to modify the terms of the Loan Agreements in accordance with the terms and conditions set forth herein.

1. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Loan Agreements.

2. As of the date hereof, the total amount due by SMC to the Foundation pursuant to the Loan Agreements is the aggregate amount of $24,500,000.00 (the “Total Indebtedness”).

3. SMC and Inspira Health Network, Inc. (“Inspira”) have entered into that certain Membership Transfer Agreement (the “MTA”), pursuant to which the members of SMC will transfer their membership interest in SMC to Inspira. The Parties acknowledge that SMC shall continue to operate as a non profit acute care hospital serving the needs of the local community in accordance with the express terms and conditions of the MTA.

4. Inspira has required that the closing of the single member substitution transaction pursuant to the MTA (the “Inspira Closing”) be conditioned upon the Foundation’s forgiveness of the Total Indebtedness.

5. In an effort to ensure the continued operation of SMC, and to provide financial stability to SMC, the Foundation has agreed, upon the occurrence of the Inspira Closing, to satisfy the Total Indebtedness in exchange for an aggregate payment of $4,500,000.00 plus accrued and unpaid interest as of the date of the Inspira Closing (the “Loan Termination Payment”), payable as follows:

(i) $1,500,000.00 by SMC to the Foundation; the Parties acknowledge and agree that the $1,500,000.00 will be funded by a payment by Inspira to SMC at the Inspira Closing; and

(ii) $3,000,000.00 by CHA to the Foundation.

6. The Parties acknowledge that this Agreement is expressly conditioned upon the closing of the Inspira Closing. The Parties further acknowledge that if the Inspira Closing does not occur, for any reason or no reason, Inspira shall have no liability to the Parties hereto.

7. The Parties acknowledge and agree that, except as otherwise required by law, that (a) the Foundation shall have no obligation to make funding available to SMC subsequent to the Inspira Closing and (b) the Parties shall not initiate, promote or participate in any adverse actions against the Foundation.

8. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

9. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of Law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New Jersey.

10. As further consideration for the Foundation’s agreement to satisfy the Total Indebtedness for the Loan Termination Payment, Inspira agrees that it will not support any kind of action or seek additional funds from the Foundation under The Community Healthcare Assets Protection Act, N.J.S.A. 26:2H 7.10, et seq. (“CHAPA”). In the event that the Attorney General of New Jersey or the State of New Jersey seek, demand or require the Foundation to make additional funds available to Inspira under CHAPA, Inspira will inform the State about this Agreement. Nothing herein shall limit or prevent Inspira from making grant requests to the Foundation.

11. As further consideration for the Foundation’s agreement to satisfy the Total Indebtedness for the Loan Termination Payment, for at least five (5) years following the effective date of the Inspira closing, Inspira agrees that a member of its Board of Trustees will reside, work in or otherwise be associated with the service area of SMC.

12. Upon receipt of the Loan Termination Payment, the Foundation agrees that all of SMC’s respective rights and obligations under the Loan Agreements shall be fully extinguished and releases SMC, or its successors, from any liability with respect to the Loan Agreements.

[signature page follows]

SLM-C-000014-22 10/14/2022 Pg 65 of 271 Trans ID: CHC2022246440

IN WITNESS WHEREOF, the Parties have executed this Agreement in the spaces indicated below as of the date first above written.

SALEM COUNTY HOSPITAL CORP. dba SALEM MEDICAL CENTER

THE SALEM HEALTH & WELLNESS FOUNDATION

By: ________________ Name: Title:

CHA PARTNERS, LLC

By: __________________________________ Name: Title:

By: __________________________________ Name: Title:

EXHIBIT D

Disclosure Schedules

Schedule 2.04 - Excluded Liabilities

Schedule 6.07 - List of Material Contracts

Schedule 6.09(b) - Leased Real Property

Schedule 6.10(a) – IP

Schedule 6.12(b) – Permits

Schedule 6.19(a) - Employee Benefit Plans

Schedule 6.22 - Insurance

Schedule 8.06 – Employment Matters

Pg

Disclosure Schedule 2.04

EXCLUDED LIABILITIES None.

Disclosure Schedule 6.07

MATERIAL CONTRACTS

1) Vendor Contracts

a) Advanced Therapy Associates b) Morrison Food Sevice c) Fresenius d) Sierra Health e) Edge Business f) Restorix g) Walsh h) Cyber 7 i) Delaware Diagnostic j) Cardinal Health k) Owens and Minor l) Medhost

2) Physicians a) BTD Radiology b) Diagnostic Pathology Associates c) Resolute Anhesthesiology d) Pulmonary and Sleep Associates e) Stuart Diamond f) Wamiq Sultan g) Brad Bobrin h) Dolly Mishra i) Cooper - ER j) Cooper - Hospitalits k) Persente

3) SPP Doctors

a) Chris Myers NP b) Barry Berman c) Angela Oates d) Michael Levy e) Mitchell Bober f) Paul Kouyoumdji g) Daniel Timmerman h) James Hubbs i) Harisha Kakkilaya j) Wai Lau k) Dennis Tavani l) Joseph Girone m) Debbie Frazier, NP

4) Additional Contracts a) CBA - HPAE

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Disclosure Schedule 6.09(b)

SUMMARY OF LEASES SALEM MEDICAL CENTER AND SALEM PHYSICIAN PRACTICES, PC

1. Master Hospital Lease

Property: 310 Salem Woodstown Road (Master Hospital Lease)

Landlord: 310 Woodstown Urban Renewal, LLC

Tenant: Salem County Hospital Corp.

Premises: Entire hospital building (~ 245,287 SF)

2. Pharmacy Lease

Property: 310 Salem Woodstown Road

Landlord: Salem County Hospital Corp.

Tenant: SAM 340B, LLC

Premises: Pharmacy in the main lobby of the hospital

3. Home Health Lease

Property: 310 Salem Woodstown Road

Landlord: Salem County Hospital Corp

Tenant: Salem Home Health, LLC

Premises: 4,150 SF Salem Home Health offices situated in the hospital

4. Medical Office

Property: 330 Salem Woodstown Road

Landlord: 330 Woodstown Urban Renewal, LLC

Tenant: Salem County Hospital Corp.

Premises: 950 SF in a medical office building (~ 8,995 SF)

5. Medical Office

Property: 499 Beckett Road

Landlord: 499 Beckett Road Associates, LLC

Tenant: Salem County Hospital Corp.

Premises: 5,786 SF in a medical office building (~ 24,823 SF)

6. Medical Office

Property: 499 Beckett Road

Landlord: 499 Beckett Road Associates, LLC

Tenant: Salem County Hospital Corp.

Premises: 2,805 SF in a medical office building (~ 24,823 SF)

7. Medical Office

Property: 4 Bypass Road

Landlord: DevelopMed Properties, LLC

Tenant: Salem Physician Practices, PC

Premises: 1,900 SF in a commercial office building (Suite 101)

8. Medical Office

Property: 4 Bypass Road

Landlord: DevelopMed Properties, LLC

Tenant: Salem Physician Practices, PC

Premises: 1,900 SF in a commercial office building (Suite 102)

9. Medical Office

Property: 8 Bypass Road

Landlord: 8 Bypass Road Associates, LLC

Tenant: Salem Physician Practices, PC

Premises: The entirety of a free-standing medical office building (~1,670 SF)

10. Medical Office

Property: 309 Woodstown Road

Landlord: 8 Bypass Road Associates, LLC

Tenant: Salem Physician Practices, PC

Premises: The entirety of a free-standing medical office building (~1,832)

11. Medical Office

Property: 66 East Avenue

Landlord: Ventas

Tenant: Salem Physician Practices, PC Premises: 9,350 SF in a 2-story medical office building

Sub-Landlord: Salem Physician Practices, PC

Sub-Tenant: The Cooper Health System

Premises: Sublease of ~ 4,675 SF (entire 1st floor of 2-story building)

12. Medical Office

Property: 95 Woodstown Road

Landlord: Swedes Development, LLC

Tenant: Salem County Hospital Corp.

Premises: 2,987 SF in a retail shopping center (~24,000 SF)

13. Medical Office

Property: 181 N. Broadway

Landlord: Pennsville Plaza Associates, LLC as assignee of BAK Properties, LLC

Tenant: Salem Physician Practices, PC

Premises: 3,860 SF in a small retail shopping center

Disclosure Schedule 6.10(a)

IP MATTERS None.

10/14/2022 Pg 72 of 271 Trans ID: CHC2022246440

Disclosure Schedule 6.12(b)

PERMITS

1. License to Operate Property: 310 Salem Woodstown Road

Issuer: NJ Department of Health, Division of Certificate of Need & Licensing

2. Retail Food Establishment - Satisfactory Property: 310 Salem Woodstown Road

Issuer: Salem County Department of Health and Human Services

3. Business Registration License Property: 310 Salem Woodstown Road

Issuer: NJ Department of Treasury, Division of Revenue

4. Registration of Weighing and Measuring Devices Property: 310 Salem Woodstown Road

Issuer: State of New Jersey Office of Weights & Measures

5. Certificate of Compliance- Device: P-3 - 05 Property: 310 Salem Woodstown Road

Issuer: New Jersey Uniform Construction Code

6. Certificate of Compliance- Device P-4 - 06 Property: 310 Salem Woodstown Road Issuer: New Jersey Uniform Construction Code

7. Certificate of Compliance- Device S-7 - 07 Property: 310 Salem Woodstown Road Issuer: New Jersey Uniform Construction Code

8. Radio Station Authorization Property: 310 Salem Woodstown Road

Issuer: Federal Communications Commission, Public Safety and Homeland Security Bureau

9. Certificate of License Property: 310 Salem Woodstown Road

Issuer: Department of Transportation, Division of Aeronautics

10. Underground Storage Tank System Registration Certificate

Property: 310 Salem Woodstown Road

Issuer: State of New Jersey Department of Environmental Protection

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11. Certificate of Inspection – Weil McLain: Cast Iron Sect

Property: 310 Salem Woodstown Road

Issuer: State of New Jersey Department of Labor & Workforce Development Labor Standards and Safety Enforcement

12. Certificate of Inspection – York: Air Conditioning System

Property: 310 Salem Woodstown Road

Issuer: State of New Jersey Department of Labor & Workforce Development Labor Standards and Safety Enforcement

13. Certificate of Inspection – Carrier: Air Conditioning System

Property: 310 Salem Woodstown Road

Issuer: State of New Jersey Department of Labor & Workforce Development Labor Standards and Safety Enforcement

14. Certificate of Inspection – Carrier: Air Conditioning System – 2

Property: 310 Salem Woodstown Road

Issuer: State of New Jersey Department of Labor & Workforce Development Labor Standards and Safety Enforcement

15. Certificate of Inspection – Carrier: Centrifical

Property: 310 Salem Woodstown Road

Issuer: State of New Jersey Department of Labor & Workforce Development Labor Standards and Safety Enforcement

16. Certificate of Inspection – Cleaver Brooks: Firetube Property: 310 Salem Woodstown Road

Issuer: State of New Jersey Department of Labor & Workforce Development Labor Standards and Safety Enforcement

17. Certificate of Inspection – Superior Boiler Works: Firetube

Property: 310 Salem Woodstown Road

Issuer: State of New Jersey Department of Labor & Workforce Development Labor Standards and Safety Enforcement

18. Certificate of Waiver

Property: Salem Medical Group: 4 Bypass Road, Suite 101, Salem, NJ 08079

Issuer: Centers for Medicare & Medicaid Services

19. Certificate of Waiver

Property: Salem Physicians Practice: 181 N. Broadway, Pennsville, NJ 08070

Issuer: Centers for Medicare & Medicaid Services

20. Certificate of Waiver

Property: Salem Physicians Practice: 8 Bypass Road, Suite 101, Salem, NJ 08079

Issuer: Centers for Medicare & Medicaid Services

21. Certificate of Waiver

Property: Salem Medical Center: 310 Salem Woodstown Road

Issuer: Centers for Medicare & Medicaid Services

22. Clinical Laboratory License

Property: Salem County Hospital Corp: 499 Beckett Road

Issuer: NJ Department of Health, Division of Public Health and Environmental Laboratories

23. Clinical Laboratory License

Property: Salem County Hospital Corp: 438 Woodstown Road

Issuer: NJ Department of Health, Division of Public Health and Environmental Laboratories

24. Clinical Laboratory License

Property: Salem County Hospital Corp: 310 Woodstown Road

Issuer: NJ Department of Health, Division of Public Health and Environmental Laboratories

25. Blood Bank License

Property: Salem Medical Center: 310 Woodstown Road

Issuer: NJ Department of Health, Division of Public Health and Environmental Laboratories

26. Radioactive Materials License

Property: Salem County Hospital Corp: 310 Woodstown Road

Issuer: NJ Department of Environmental Protection, Bureau of Environmental Radiation

27. Controlled Dangerous Substances Property: Salem Medical Center: 310 Woodstown Road

Issuer: NJ Office of the Attorney General, Division of Consumer Affairs

28. Pharmacy License

Property: Salem Medical Center: 310 Woodstown Road

Issuer: NJ Office of the Attorney General, Division of Consumer Affairs

29. Controlled Dangerous Substances Registration Certificate

Property: Salem Medical Center: 310 Woodstown Road

Issuer: United States Department of Justice Drug Enforcement Administration

Disclosure Schedule 6.19(a)

LIST OF EMPLOYEE BENEFIT PLANS SALEM MEDICAL CENTER

ASSURED:

ADDRESS:

County Hospital

Salem Woodstown Road Salem, New Jersey 08079

SUMMARY OF SMC INSURANCE POLICIES

DATE:

PROPERTY LOCATED: 301 Salem Woodstown Road Mannington Township, NJ 08079

Insurance

COMMERCIAL PROPERTY POLICY

Company $ 12,602,779. Business Personal Property

Of New Jersey $ 3,170,087. EDP Property

$ 15,723,083. Business Income and Extra Expense

Special Form Causes of Loss

Replacement Cost Valuation

Agreed Value For Scheduled Property Deductible: $10,000

$ 15,000. Business Personal Property Swedesboro Location

$ 25,000. Extra Expense Sublimit

$ 15,000. Business Income – Loss of Utilities

Qualifying Waiting Period: 24 Hours

$ 50,000. Blanket Limit for Valuable Papers, Accounts Receivable, R&D Property, EDP Property Included Equipment Breakdown

$ 500,000. Newly Acquired Buildings Sublimit

$ 1,000,000. Flood Limit (Sublimit)

Deductible: $25,000

$ 1,000,000. Earthquake Limit (Sublimit)

Deductible: $25,000

$ 50,000. Property In Transit

$ 15,000. Personal Property Any Other Location

$ 4,000. Mobile Equipment (Golf Cart)

Deductible: $2,500

$72,339.00

Premium

434.02 Surcharges

WILLIAM H. CONNOLLY & CO., LLC

PRODUCER: KAS/bb

GENERAL & HOSPITAL PROFESSIONAL LIABILITY

Premium Remarks

$ 200,373.00

Premium

MADE) $ 108,764.00 Providers PL Premium Co. $ 1,000,000. Each Occurrence $ 36,659.00 GL Premium

GENERAL LIABILITY (CLAIMS

$ 1,000,000. Aggregate

2,081.25 NJ PLIGA

Including: $ 1,077.00 TRIA Products Liability $ 348,954.25 TOTAL Blanket Contractual

Broad Form Property Damage Employees as Insureds

Extended bodily injury Additional Insured Lessor of Leased Equipment

Host Liquor Liability Liability for Property of Patients & Guests

$ 1,000. Per Person Per Occurrence

$ 25,000. Annual Aggregate Medical Payments for Volunteer Workers

$ 10,000. Each Person

$ 10,000. Each Accident

HOSPITAL PROFESSIONAL LIABILITY (CLAIMS‐MADE)

HPL Exposures:

$ 1,000,000. Each Medical Incident Hospital Beds: 126

$ 3,000,000. Aggregate

Limit Shared With Scheduled Practitioners

Retroactive Date: 2/1/19

ENVIRONMENTAL DAMAGE LIABILITY

$ 50,000. Aggregate

EMPLOYEE BENEFITS LEGAL LIABILITY

$ 1,000,000. Each Employee

$ 3,000,000. All Employee Deductible: $1,000

Surgeries: 501

Visits: 82,531

WILLIAM H. CONNOLLY & CO., LLC

UMBRELLA EXCESS LIABILITY

89,723.00

539.21

145.00

90,407.21

COMMERCIAL AUTO LIABILITY

4,398.00

26.00

4,424.00

HIRED NON

OWNED AUTO COVERAGE EXCLUDED

AVIATION GENERAL LIABILITY

Salem County Hospital Corp.

ADDRESS: 301 Salem Woodstown Road Salem, New Jersey 08079

From

To

V25ED4210301 2/1/21 2/1/22 Beazley

May

PROPERTY LOCATED: 301 Salem Woodstown Road Mannington Township, NJ 08079

Remarks

CYBER LIABILITY $ 16,330.00

Annual Premium

Insurance $ 1,000,000. Policy Aggregate Limit of Liability: For all Damages, $ 97.98 Surcharge Company, Claims Expenses, Penalties and PCI Fines, Expenses $ 16,427.98 TOTAL Inc. and Costs Sublimited to:

$ 1,000,000. Regulatory Defense and Penalties

$ 1,000,000. PCI Fines, Expenses and Costs

Limits for Privacy Breach Response Services: (Additional $1,000,000 Limit)

Notified Individuals Limit of Coverage: 250,000 Individuals

$ 1,000,000. Aggregate Limit for Computer Expert Services, Legal Services and Public Relations and Crisis Management Expenses

$ 1,000,000. Cyber Extortion Sublimit

$ 1,000,000. Business Interruption Loss

$ 1,000,000. Dependent Business Income Loss

$ 100,000. Fraudulent Instruction Coverage Sublimit

$ 250,000. Funds Transfer Fraud Sublimit

$ 250,000. Telephone Fraud Sublimit

$ 50,000. Criminal Reward Fund Sublimit

RETENTIONS:

Each Claim: $25,000

Computer Expert Services, Legal Services and Public Relations and Crisis Management Expenses

(part of not in addition to): $10,000 Legal Services (part of not in addition to): $5,000

Minimum Number of Affected Individuals: 100 Continuity Date for all above: 2/1/19

PRODUCER:

PROPERTY

Salem Woodstown Road

Township,

World $ 5,000,000. Directors & Officers/Employment Practices/Fiduciary

Liability Shared Limit

Insurance Directors, Officers and Trustees Liability Limit

Company $ 5,000,000. Antitrust Sublimit

$ 1,000,000. Sublimit Regulatory Claims Coverage

$ 150,000. Sublimit for IRS Actions, Defense Only Coverage

$ 250,000. Sublimit for EMTALA Coverage

$ 150,000. Sublimit for Excess Benefit Transaction Coverage

$ 100,000. Sublimit for HIPAA Coverage

$ 50,000. Retention (D&O, EPL)

$ 125,000. Retention High Wage Earners (D&O/EPL)

$ 5,000 . Retention (Fiduciary)

$ 150,000. Retention Antitrust Claim Coinsurance 20%

$ 1,000,000. Regulatory Claim Retention

Coinsurance 50% Pending or Prior Date: 2/1/19

$ 1,000,000. Employee Theft/ERISA/Employee Theft of Client Property

$ 1,000,000. Forgery or Alteration

$ 1,000,000. Money Orders & Counterfeit Currency Fraud

$ 1,000,000. Funds Transfer Fraud Coverage

$ 1,000,000. Computer Fraud Coverage

$ 1,000,000. Inside the Premises

$ 1,000,000. In Transit Deductible: $25,000

ERISA Deductible: $0

ADDRESS:

Salem

Road

PROPERTY LOCATED:

Jersey

WORKER’S COMPENSATION

Salem

Woodstown Road Mannington Township, NJ 08079

Remarks

$ 242,489.00

Annual Premium

Casualty Salem County Hospital Corp. $ 10,246.00 Taxes and Surcharges

Insurance Worker’s Compensation States: New Jersey $ 252,735.00

Company Employers Liability

New Jersey

TOTAL

Auditable at Expiration

$ 1,000,000. Each Accident Exp. Mod: .941

$ 1,000,000. Policy Limit $ 1,000,000. Each Employee

Total Estimated Payroll: $17,000,000

WORKER’S COMPENSATION

20,310.00

Annual Premium

Casualty Salem Physician Practices PC $ 819.00 Taxes and Surcharges

Insurance Worker’s Compensation States: New Jersey

Company Employers Liability

21,129.00

TOTAL

Auditable at Expiration

$ 1,000,000. Each Accident Exp. Mod: .956 $ 1,000,000. Policy Limit

$ 1,000,000. Each Employee

Total Estimated Payroll: $3,303,165

POLLUTION LIABILITY

17,500.00

Annual Premium

Specialty $ 525.00 TRIA Insurance $ 1,000,000. Policy Aggregate Limit

901.25 Surplus Lines Tax Company $ 1,000,000. Each Incident Limit

18,926.25 TOTAL

$ 1,000,000. First Party Remediation Limit

$ 1,000,000. Emergency Response Limit

$ 1,000,000. Business Interruption Aggregate

$ 25,000. Deductible except $100,000 Disinfection Event

Retroactive Date: 2/1/19

H. CONNOLLY

KAS/bb

PRODUCER:

10/14/2022 Pg 83 of 271 Trans ID: CHC2022246440

Disclosure Schedule 8.06

EMPLOYMENT MATTERS

None.

EXHIBIT D

SMC Projected Balance Sheet

As of March 2022

Amount

ASSETS

Current Assets:

Cash and cash equivalents 500,000.00

Patient accounts receivable (net) 10,000,000.00

Other current assets 5,000,000.00

Total Current Assets 15,500,000.00

Property & Equipment, at cost: Buildings and improvements Equipment and fixtures 9,500,000.00

Leasehold improvements 6,500,000.00

Amortization & Depreciation (5,500,000.00)

Net Property and Equipment 10,500,000.00

Other Assets: Investment in ASC 140,000.00 MIS 1,200,000.00

Total Other Assets 1,340,000.00

Total Assets 27,340,000.00

LIABILITIES

Current Liabilities: CNH AR Lender 3,500,000.00

Medicare Acceler Advance 4,500,000.00

Accounts payable 17,000,000.00

Total Current Liabilities 25,000,000.00

Accrued liabilities:

Employee compensation 1,500,000.00

Accrued Interest 100,000.00

Total Accrued Liabilities 1,600,000.00

Total Liabilities 26,600,000.00

EXHIBIT E

INDEMNITY GUARANTY AGREEMENT

THIS INDEMNITY GUARANTY (this “Guaranty”) is executed as of December __, 2021, among CHA PARTNERS, LLC and HEALTHCARE LIMITED PARTNERS, LLC, jointly and severally (collectively the “Guarantors”), having offices located at 2 Broad Street, 4th Floor, Bloomfield, New Jersey 07003 in favor of and for the benefit of INSPIRA HEALTH NETWORK, INC., a New Jersey nonprofit corporation (“Inspira”).

RECITALS

A. SALEM COUNTY HOSPITAL CORP. d/b/a SALEM MEDICAL CENTER, a New Jersey nonprofit corporation (“SMC”), has entered into that certain Membership Transfer Agreement dated as of the date hereof with Inspira (the “MTA”), pursuant to which, on the Closing Date, SMC’s Members will transfer all of their Membership Interests in SMC to Inspira on the terms and conditions set forth in the MTA, where immediately following the transfer of the Membership Interests to Inspira, Inspira will be the sole member of SMC (“Post-Closing SMC”).

B. In a related transaction, 310 WOODSTOWN URBAN RENEWAL, LLC, a New Jersey limited liability company or its affiliate (“310 Woodstown”), has agreed to sell, convey, transfer and assign to Inspira certain real property on the terms and conditions set forth in that certain Agreement of Sale dated as of the date hereof (the “Purchase Agreement”). SMC and 310 Woodstown collectively are referred to herein as the “Sellers”; and the transactions contemplated by the MTA and the Purchase Agreement are collectively hereinafter referred to as the “Transaction”.

C Guarantors will derive financial benefit directly or indirectly from the Transaction.

D. Pursuant to Section 11.07 of the MTA, Guarantors is delivering this Guaranty to secure the prompt payment and performance of SMC’s obligations under Section 11.02 of the MTA and SMC’s other obligations under the MTA (collectively, the “Guaranteed Obligations”).

E Inspira has relied on the statements and agreements contained herein in agreeing to enter into the Transaction. The execution and delivery of this Guaranty by Guarantors is a condition precedent to Inspira’s consummation of the Transaction

E. This Guaranty may be enforced by Inspira or Post Closing SMC.

F. Capitalized terms in this Guaranty not defined herein are defined in the MTA.

NOW, THEREFORE, to induce Inspira to enter into the MTA and Purchase Agreement with Sellers, and in consideration of the foregoing premises, including those matters described in the foregoing recitals, which recitals are incorporated herein and made a part hereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Guarantors hereby covenants and agrees for the benefit of Inspira, as follows:

1. Guarantors, as primary obligor and not merely as surety, for consideration received, hereby irrevocably and unconditionally guarantees to Inspira the prompt payment and performance when due of the Guaranteed Obligations of SMC to Inspira under the MTA during the Indemnification Guaranty Term and subject to the terms set forth herein.

2. Notwithstanding anything herein to the contrary, Guarantors’ limit under this Guaranty for indemnification of any of the Guaranteed Obligations shall not exceed Five Million Dollars ($5,000,000.00) (the “Guaranty Amount”).

3. Except as hereinafter provided, Guarantors’ obligations under this Guaranty shall survive for a period of thirty six (36) months following the Closing Date (the “Indemnification Guaranty Term”); provided, however, that if prior to the last day of the Indemnification Guaranty Term an Inspira Indemnified Party provides notice to Guarantors of a claim for indemnity against SMC under the MTA, and such claim has not been finally resolved of, disposed of or satisfied by Guarantors hereunder, such claim, and Guarantors’ obligations hereunder, shall survive the Indemnification Guaranty Term until such claim is finally resolved or disposed of in accordance with the MTA and this Guaranty. The Guaranty Amount will be used to satisfy the indemnity obligations of SMC to Inspira under the MTA and may be enforced by Inspira in the event of an indemnity claim against SMC. Except as otherwise provided above, upon the expiration of the thirty-six (36) month period, this Guaranty shall terminate.

4. Guarantors shall defend and indemnify Inspira and its Affiliates (including PostClosing SMC) and their respective Representatives (the “Inspira Indemnified Parties”), jointly and severally, and hold the Inspira Indemnified Parties wholly harmless from and against any and all Losses that an Inspira Indemnified Party incurs as a result of (i) any breach of the Guaranteed Obligations of SMC; and (ii) any breach of any covenant of Guarantors contained in this Guaranty.

5. Guarantors’ obligations under this Guaranty are subject to Section 11.04 of the MTA.

6. Guarantors hereby agrees that, except as otherwise expressly provided herein, the obligations of Guarantors under this Guaranty shall not be reduced, limited, terminated, discharged, impaired or otherwise affected for any reason, including by reason of: (i) SMC’s failure to pay a fee or provide other consideration to Guarantors in consideration for the issuance of this Guaranty; (ii) any assignment of the MTA or Purchase Agreement; and/or (iii) the voluntary or involuntary liquidation, sale or other disposition of all or any portion of SMC’s assets, or the receivership, insolvency, bankruptcy, reorganization or similar proceedings affecting Sellers or its assets

7. No failure of Inspira to exercise any power or right hereunder, or to insist upon compliance by Guarantors with any term hereof, shall constitute a waiver of Inspira’s right thereafter to demand full compliance with any term herein.

8 Notwithstanding anything in this Guaranty to the contrary, except as otherwise expressly provided herein, this Guaranty shall be of no force or effect after the Indemnification Guarant y Term

9 This Guaranty constitutes a guaranty of payment and performance and not of collection, and Guarantors specifically waives any obligation of Inspira to proceed against SMC on any money or property held by SMC or by any other person or entity as collateral security, by way of set off or otherwise, or against any other Guarantors Guarantors further agrees that this Guaranty shall continue to be effective, or be reinstated as the case may be, if at any time payment

of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by Inspira upon the insolvency, bankruptcy or reorganization of SMC or Guarantors, all as though such payment has not been made.

10 Except as otherwise expressly set forth herein, all notices, requests, demands, statements and other communications required or permitted to be given hereunder shall be in writing and shall be delivered by nationally recognized overnight courier service for next Business Day delivery to Inspira at the address set forth in the MTA, and to Guarantors at the address set forth above or for either at such other address as may be designated by such party, and such communication shall be effective the next business day.

11. Notwithstanding the satisfaction by Guarantors of any Guaranteed Obligation or liability hereunder, Guarantors shall not have any right of subrogation, contribution, reimbursement or indemnity whatsoever against SMC or any right of recourse to or with respect to the assets or property of SMC, and Guarantors expressly waives any and all rights of subrogation against SMC.

12. Guarantors hereby unconditionally and irrevocably waives notice of acceptance of this Guaranty, presentment, demand, diligence, protest and notice of dishonor or of any other kind to which Guarantors otherwise might be entitled under applicable law.

13. Guarantors agrees to pay Inspira all expenses, including reasonable attorneys’ fees and court costs, incurred by Inspira or any of its successors and assigns, to enforce any rights under this Guaranty, the MTA or to collect any amounts due under this Guaranty or the MTA, in all cases not to exceed the Guaranty Amount.

14. This Guaranty may be executed in counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed signature page to this Guaranty by facsimile transmission or PDF shall be effective as delivery of a manually signed counterpart of this Guaranty.

15. This Guaranty may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Inspira or Guarantors, and may only be modified, amended, waived, extended, changed, discharged or terminated by a written instrument signed by a duly authorized representative of each of Guarantors and Inspira Guarantors shall not assign or delegate or attempt to assign or delegate this Guaranty or any of Guarantors’ obligations hereunder without the prior written consent of Inspira. Subject to the preceding sentence, this Guaranty shall be binding upon Guarantors and its respective successors and assigns and shall inure to the benefit of and shall be enforceable by Inspira and its successors and assigns.

16. At the Closing of the MTA, Guarantors shall deliver to Inspira unaudited financial statements that shall include a balance sheet and income statement of Guarantors prepared according to Generally Accepted Accounting Principles (“Financial Statements”). During the Indemnification Guaranty Term, Guarantors shall provide Inspira with unaudited Financial Statements on a fiscal quarterly basis no later than thirty (30) days after the end of each fiscal quarter, and audited financial statements annually if Guarantors prepares audited financial

statements in the ordinary course of its business no later than thirty (30) days after the end of each fiscal year.

17. During the Indemnification Guarant y Term, Guarantors shall not sell or dispose, directly or indirectly, any of its assets that would result, whether in a single transaction or in the aggregate, in Guarantors’ liquid assets decreasing below the Guaranty Amount, without the prior written approval of Inspira.

18. In the event Guarantors cannot or fails to meet any of their respective obligations herein, for any reason or no reason, by their signatures below, William J. Colgan and Steven M. Rosefsky (the “Substitute Guarantors”) hereby agree to personally guaranty and assume the obligations and liabilities of the Guarantors to Inspira under this Guaranty, including without limitation, the prompt payment and performance when due of the Guaranteed Obligations of SMC to Inspira under the MTA. The Substitute Guarantors shall be jointly and severally liable to Inspira and any action taken by Inspira to enforce this Guaranty against the Substitute Guarantors shall not release the Guarantors from liability under this Guaranty until the expiration of the Indemnification Guaranty Term. Inspira shall first seek satisfaction of any claim and performance under this Guaranty from the Guarantors, and if Guarantors cannot or will not resolve the claim, then Inspira shall enforce this Guaranty against the Substitute Guarantors.

19. This Guaranty is executed pursuant to, and shall be construed under and governed by, the laws of the State of Jersey without regard to its conflict of laws provisions. Guarantors hereby submits itself to the non exclusive jurisdiction of the courts of the State of New Jersey, United States of America, in any suit, action, or proceeding arising, directly or indirectly, out of or relating to this Guaranty; and so far as is permitted under applicable law, this consent to personal jurisdiction shall be self operative.

19. Each party to this Guaranty waives trial by jury in any action, proceeding or counterclaim brought by any party to this Guaranty against any other party to this Guaranty on any matter arising out of or in any way connected with this Guaranty.

Signatures appear on the following page.}

IN WITNESS WHEREOF, the undersigned have executed this Guaranty as of the date first above written.

GUARANTORS:

CHA PARTNERS, LLC

By: William J. Colgan Member HEALTHCARE LIMITED PARTNERS, LLC

By: William J. Colgan Member

SUBSTITUTE GUARANTORS:

By: William J. Colgan

By: Steven M. Rosefsky

INSPIRA HEALTH NETWORK, INC.

By: Name: Title:

FIRST AMENDMENT TO MEMBERSHIP TRANSFER AGREEMENT

This First Amendment to Membership Transfer Agreement (this “First Amendment”), is datedas of July 15, 2022 andis entered intobetween SALEMCOUNTY HOSPITAL CORP. d/b/a SALEM MEDICAL CENTER, a New Jersey nonprofit corporation (“SMC”), and INSPIRA HEALTH NETWORK, INC., a New Jersey nonprofit corporation (“Inspira”). SMC and Inspira are sometimes referred to herein individually as a “Party”, and, collectively, as “Parties”

RECITALS

On December 17, 2021, SMC and Inspira entered into a Membership Transfer Agreement (“MTA”)whichset forththeterms andconditions pursuant to whichSMC’s Members will transfer their Membership Interests in SMC to Inspira on the terms and conditions set forth in the MTA.

The terms of the MTA provided that the Due Diligence Period would continue after the Signature Date of the MTA for a specified period of time.

The Parties desires to extend the Due Diligence Period in order to allow the parties additional time to discuss an amendment to the Agreement

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the MTA and this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. All capitalized terms not otherwise defined shall have the same definition as set forth in the MTA.

2. In Article I, the definition of the term “Due Diligence Period” is hereby deleted in its entirety and replaced with the following definition: “Due Diligence Period” means the period of time each Party must in good faith complete its due diligence of the other Party, which shall be completed at 11:59 p.m. on July 27, 2022, provided however, if SMC has not delivered copies of all the following documents to Inspira: the unaudited financial statements of Guarantors; SMC’s and Salem Physician Practice, P.C.’s draft 2021 IRS Forms 990; and SMC’s 2021 audited financial statements (collectively the “SMC Financial Information”) prior to the expiration of the Due Diligence Period, Inspira shall have ten (10) days after SMC has delivered the SMC Financial Information to Inspira to allow Inspira to review and analyze the SMC Financial Information for purposes of making a final determination to proceed to Closing, based solely on Inspira’s review and analysis of the SMC Financial Information.

on following page]

First Amendment to Membership Transfer Agreement Page 1 of 2

IN WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Amendment to Membership Transfer Agreement to be executed as of the date first set forth above.

SALEM MEDICAL CENTER

INSPIRA HEALTH NETWORK, INC.

By:

Printed Name:

By:

Name:

B. Mansue President and CEO

Amendment to Membership Transfer Agreement

IN WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Amendment to Membership Transfer Agreement to be executed as of the date first set forth above.

SALEM MEDICAL CENTER

INSPIRA HEALTH NETWORK, INC.

By:

Name:

Steven Rosefsky

Signatory

By:

Amendment to Membership Transfer Agreement

THIRD AMENDMENT TO MEMBERSHIP TRANSFER AGREEMENT

This Third Amendment to Membership Transfer Agreement (this “Third Amendment”), is dated as of August 5, 2022 and is entered into between SALEM COUNTY HOSPITAL CORP. d/b/a SALEM MEDICAL CENTER, a New Jersey nonprofit corporation (“SMC”), and INSPIRA HEALTH NETWORK, INC., a New Jersey nonprofit corporation (“Inspira”). SMC and Inspira are sometimes referred to herein individually as a “Party”, and, collectively, as “Parties”

RECITALS

On December 17, 2021, SMC and Inspira entered into a Membership Transfer Agreement (“MTA”) which set forth the terms and conditions pursuant to which SMC’s Members will transfer their Membership Interests in SMC to Inspira on the terms and conditions set forth in the MTA.

The terms of the MTA provided that the Due Diligence Period would continue after the Signature Date of the MTA for a specified period of time.

On July 15, 2022 the Parties executed the First Amendment to the Membership Transfer Agreement extending the Due Diligence Period to July 27, 2022;

On July 27, 2022 the Parties executed the Second Amendment to the Membership Transfer Agreement extending the Due Diligence Period to August 5, 2022;

The Parties desires to further extend the Due Diligence Period in order to allow the parties additional time to discuss a further amendment to the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the MTA and this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. All capitalized terms not otherwise defined shall have the same definition as set forth in the MTA.

2. In Article I, the definition of the term “Due Diligence Period” is hereby deleted in its entirety and replaced with the following definition:

“

Due Diligence Period” means the period of time each Party must in good faith complete its due diligence of the other Party, which shall be completed at 11:59 p.m. on August 9, 2022, provided however, if SMC has not delivered copies of all the following documents to Inspira: the unaudited financial statements of Guarantors; SMC’s and Salem Physician Practice, P.C.’s draft 2021 IRS Forms 990; and SMC’s 2021 audited financial statements (collectively the “SMC Financial Information”) prior to the expiration of the Due Diligence Period, Inspira shall have ten (10) days after SMC has delivered the SMC Financial Information to Inspira to allow Inspira to review and analyze the SMC Financial Information for purposes of making a final determination to proceed to Closing, based solely on Inspira’s review and analysis of the SMC Financial Information.

First Amendment to Membership Transfer Agreement Page 1 of 3

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CHC2022246440

3. Section 12.02 is hereby deleted in its entirety and replaced with the following:

Section 12.02. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid (d) or if given by electronic mail.

If to SMC:

with a copy to:

If to Inspira:

with a copy to:

Salem County Hospital Corp. dba Salem Medical Center 310 Woodstown Road Salem, New Jersey 08079

Attention: CEO TTorres@smc.health

Salem Hospital Management, LLC 2 Broad Street, 4th Floor Bloomfield, New Jersey 07003

Attention: Steven M. Rosefsky, Esq. srosefsky@cha.partners

Inspira Health Network

165 Bridgeton Pike Mullica Hill, New Jersey 08062

Attention: Warren E. Moore, FACHE, EVP and COO moorew@ihn.org

Inspira Health Network 165 Bridgeton Pike Mullica Hill, New Jersey 08062

Attention: General Counsel doonanm@ihn.org

[signatures on following page]

Amendment to Membership Transfer Agreement Page

IN WITNESS WHEREOF, and intending to be legally bound, each of the Parties hereto has caused this Amendment to Membership Transfer Agreement to be executed as of the date first set forth above.

SALEM MEDICAL CENTER

INSPIRA HEALTH NETWORK, INC.

By:

Printed Name:

Title:

By:

Name:

Title:

Amy B. Mansue President and CEO

Amendment to Membership Transfer Agreement

FOURTH AMENDMENT TO MEMBERSHIP TRANSFER AGREEMENT

This Fourth Amendment to Membership Transfer Agreement (this “Fourth Amendment”), is dated as of August 9, 2022 and is entered into between SALEM COUNTY HOSPITAL CORP. d/b/a SALEM MEDICAL CENTER, a New Jersey nonprofit corporation (“SMC”), and INSPIRA HEALTH NETWORK, INC., a New Jersey nonprofit corporation (“Inspira”). SMC and Inspira are sometimes referred to herein individually as a “Party”, and, collectively, as “Parties”.

RECITALS

On December 17, 2021, SMC and Inspira entered into a Membership Transfer Agreement (“MTA”) which set forth the terms and conditions pursuant to which SMC’s Members will transfer their Membership Interests in SMC to Inspira on the terms and conditions set forth in the MTA

The terms of the MTA provided that the Due Diligence Period would continue after the Signature Date of the MTA for a specified period of time.

On July 15, 2022, SMC and Inspira entered into a First Amendment to Membership Transfer Agreement (“First Amendment”) which extended the Due Diligence Period.

On July 27, 2022, SMC and Inspira entered into a Second Amendment to Membership Transfer Agreement (the “Second Amendment”) which extended the Due Diligence Period.

On August 5, 2022, SMC and Inspira entered into a Third Amendment to Membership Transfer Agreement (the “Third Amendment”) which extended the Due Diligence Period.

As a result of ongoing Due Diligence, the Parties desire to amend the terms of the MTA as more specifically set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the MTA and this Fourth Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. All capitalized terms not otherwise defined shall have the same definition as set forth in the MTA.

2. Section 5.02(a) of the MTA is hereby amended to add the following new subsections:

• (xviii) Unaudited financial statements of Guarantors as specified in Section 16 of the form of the Indemnity Guaranty Agreement attached to the Agreement as Exhibit E

• (xix) SMC’s and Salem Physician Practice, P.C.’s filed 2021 IRS Forms 990

Fourth Amendment to Membership Transfer Agreement Page 1 of 10

• (xx) Documentation that SMC has prepared and filed corrections to its 2019 and 2020 IRS Form 990s using the procedures set forth in Revenue Procedure 2015 21 consistent with the advice provided to SMC by its legal counsel and/or tax advisors.

• (xxi) SMC’s 2021 audited financial statements

• (xxii) Obtaining and providing to Inspira fully executed amended and restated agreements, amended or terminated to Inspira’s sole satisfaction, for those arrangements set forth on Schedule 5.02(a)(xxii)

• (xxiii) An executed escrow agreement and joint escrow instruction letter by and between 310 Woodstown Urban Renewal, LLC, 330 Woodstown Urban Renewal, LLC, Salem ASC Urban Renewal, LLC, and Woodstown Development Urban Renewal, LLC (collectively, “Real Estate Sellers”) and Inspira, substantially in the form attached hereto as Exhibit F (“Real Estate Closing Escrow Agreement”)

• (xxiv) Receipt of fully executed Release and Settlement Agreements, substantially in the form set forth on the attached Exhibit G, from each Vendor (as that term is hereinafter defined) of SMC and SPP that accepted a reduced payment in full satisfaction, which may include without limitation those entities set forth on Schedule 6.39 (“Vendor Settlement Agreements”);

• (xxv) Those fully executed agreements as set forth on Schedule 5.02(a) (xxv).

• (xxvi) Receipt of a fully executed Note, Security Agreement and other security agreements in form solely satisfactory to Inspira and otherwise consistent with the terms set forth on the attached Exhibit H (collectively, the “Loan Documents”).

3. Section 5.02(b) of the MTA is hereby amended to add the following new subsection:

• (vi) A counterpart to the Real Estate Closing Escrow Agreement fully executed by Inspira and West Jersey Title Agency, as agent for First American Title Insurance Company.

4. Section 6.05 of the MTA is hereby deleted in its entirety and replaced with the following:

• 6.05 Financial Statements

(a) True and correct copies of the following financial statements of SMC have been provided to Inspira: (i) the audited financial statements for SMC as of December 31 for the year 2019, (ii) audited financial statements for SMC as of December 31 for the year 2020, (iii) unaudited financial statements for SMC as of December 31, 2021; (iv) SMC balance sheet as of May 31, 2022 and (v) SMC’s statement of income for the period ending May 31, 2022

Fourth Amendment to Membership Transfer Agreement Page 2 of 10

(b) True and correct copies of the audited financial statements for SMC as of December 31, 2021 will be made available to Inspira at least thirty (30) days prior to Closing

(c) To the Knowledge of SMC, true and correct copies of the SMC balance sheet as June 30, 2022 (the “Closing Date Balance Sheet”) and SMC’s statement of income for the period ending June 30, 2022 (the “Closing Date Income Statement”) will be made available to Inspira at least five (5) business days prior to Closing.

(d) The financial statements referred to in 6.05 (a) through (c) above are hereinafter referred to as the “SMC Financial Statements”. The SMC Financial Statements are accurate and complete in all material respects, and except for the Closing Date Balance Sheet and Closing Date Income Statement which shall be prepared on the same accounting basis and in a manner consistent with the December 31, 2021 Financial Statements, have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved. The SMC Financial Statements fairly present in all material respects the financial condition of SMC as of the respective dates they were prepared and the results of the operations of SMC for the periods indicated, subject to year end adjustments and the absence of notes. During the periods covered by the SMC Financial Statements, SMC’s external auditor was independent of SMC and its management.

5. The phrase in the first sentence of 6.07, reading: “Since the Balance Sheet Date, SMC and the SMC Affiliates have been operated in the ordinary course in all material respects” is hereby deleted and replaced with the phrase, “Since June 30, 2021, SMC and the SMC Affiliates have been operated in the ordinary course in all material respects”

6. The capitalized term “Balance Sheet” in Section 6.07(e) is hereby deleted and replaced with the uncapitalized term “balance sheet”.

7. The capitalized term “Balance Sheet” in Section 8.05 is hereby deleted and replaced with the uncapitalized term “balance sheet ”.

8. The phrase in Section 6.07, Absence of Certain Changes, Events and Conditions, which states: “Since the Balance Sheet Date, SMC and the SMC Affiliates have been operated in the ordinary course in all material respects” is hereby deleted and replaced with the following phrase: “Since June 30, 2021 SMC and the SMC Affiliates have been operated in the ordinary course in all material respects”.

9. Section 6 of the MTA is hereby amended to add the following new subsections:

• Section 6.32 Coronavirus Relief Funds. To the Knowledge of SMC, all information provided by SMC to any Governmental Authority, including but not limited to the Centers for Medicare and Medicaid Services, the United States Department of Health and Human Services, United States Health Resource Services Administration, the Federal Emergency Management Agency, New Jersey Department of Health (“NJ DOH”) or the New Jersey Office of Emergency Management in connection with any effort to receive financial assistance, including but not limited to assistance available under the Coronavirus Aid,

Fourth Amendment to Membership Transfer Agreement Page 3 of 10

Relief, and Economic Security Act of 2020, P.L. 116 136; the Coronavirus Preparedness and Response Supplemental Appropriations Act of 2020, P.L. 116 123, and the Families First Coronavirus Response Act of 2020, P.L. 116 127 is complete and accurate; that SMC’s use of any such funds is consistent with the information provided by SMC to any such Governmental Authority; that SMC’s use of such funds at all times complies with the applicable statutes, regulations, rules, regulations, guidelines and terms and conditions pursuant to which such funds were provided to SMC; that the accounting treatment applied to the receipt and uses of such funds at all times complies with GAAP, and that no amount of such funds received by SMC are at risk of forfeiture by SMC or recoupment by any Government Authority or entity which authorized or provided such funds to SMC. In the event SMC shall forfeit any such funds or any Government Authority shall recoup such, Guarantor shall be responsible to SMC and/or Inspira for the amount of funds forfeited or recouped pursuant to Article XI hereof subject, however, to the limitations set forth in the Indemnity Guaranty Agreement

• Section 6.33 NJ DOH IDD Funds. To the Knowledge of SMC, all information provided by SMC to any Governmental Authority, including but not limited to the NJ DOH, in connection with any effort to receive financial assistance to provide services to individuals with developmental disabilities is complete and accurate; that SMC’s use of any such funds is consistent with the information provided by SMC to any such Governmental Authority; that SMC’s use of such funds at all times complies with the applicable statutes, regulations, rules, regulations, guidelines and terms and conditions pursuant to which such funds were provided to SMC; that the accounting treatment applied to the receipt and uses of such funds at all times complies with GAAP, and that no amount of such funds received by SMC are at risk of forfeiture by SMC or recoupment by any Government Authority or entity which authorized or provided such funds to SMC. In the event SMC shall forfeit any such funds or any Government Authority shall recoup such, Guarantor shall be responsible to SMC and/or Inspira for the amount of funds forfeited or recouped pursuant to Article XI hereof subject, however, to the limitations set forth in the Indemnity Guaranty Agreement

• Section 6.34 SHWF Funds. To the Knowledge of SMC, all information provided by SMC to SHWF in connection with any effort to receive any grants, loans or funds from SHWF is complete and accurate; that SMC’s use of any such funds is consistent with the information provided by SMC to SHWF; that SMC’s use of such funds at all times complies with the terms and conditions pursuant to which such funds were provided to SMC; that the accounting treatment applied to the receipt and uses of such funds at all times complies with GAAP, and that no amount of such funds received by SMC are at risk of forfeiture or recoupment by SHWF. In the event SHWF recoup any such funds, Guarantor shall be responsible to SMC and/or Inspira for the amount of funds forfeited or recouped pursuant to Article XI hereof subject, however, to the limitations set forth in the Indemnity Guaranty Agreement.

• Section 6.35 Financial Statements To the Knowledge of SMC, as of the Effective Date, SMC’s Closing Date Balance Sheet, Closing Date Income Statement and all Financial Statements will be accurate and complete in all respects and will have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, reflecting all recommended adjustments set forth in the management letter from SMC’s independent auditor to SMC for years 2020 and 2021, regardless of materiality. The SMC Closing Date Balance Sheet and Financial Statements fairly present in all respects

Fourth Amendment to Membership Transfer Agreement Page 4 of 10

the financial condition of SMC as of the respective dates they were prepared and the results of the operations of SMC for the periods indicated

• Section 6.36 Provider Agreements To the Knowledge of SMC, with respect to the services provided pursuant to the arrangements set forth on Schedule 6.36 (“Provider Agreements”), for any such Provider Agreements, wherein SMC pays compensation to a physician or physician group practice for providing call, compensation was not paid for call obligations which the physician, or if a group practice, the members of the group practice, otherwise had under the Salem Medical Center Medical Staff bylaws in effect at the time; for all Provider Agreements, the services provided to SMC under all Provider Agreements are reasonable and necessary for the legitimate business purposes of the arrangement, are and at all times have been, of a fair market value, did not take into account the value or volume of referrals, if any, and all payments to the provider by SMC were made in accordance with the contract which was in effect as of the date each such payments were made and has at all times complied with all applicable laws, including but not limited to 42 U.S.C. § 1320a 7b and the Stark Law.

• Section 6.37 Commercial Payer COVID Rate Enhancements. To the Knowledge of SMC, all information provided by SMC to any commercial payer with respect to claims for payment for the provision of services to individuals pursuant to a DRG or CPT code related to the diagnosis or treatment due to COVID 19 is complete and accurate; that SMC’s receipt of such funds is consistent with the applicable commercial payer’s contract with SMC, and its provider manuals, guidelines and other terms and conditions; that the accounting treatment applied to the receipt and uses of such funds at all times complies with GAAP, and that no amount of such funds received by SMC are at risk of forfeiture by SMC or recoupment by such commercial payer. In the event SMC shall forfeit any such funds or any commercial payer shall recoup such, Guarantor shall be responsible to SMC and/or Inspira for the amount of funds forfeited or recouped pursuant to Article XI hereof subject, however, to the limitations set forth in the Indemnity Guaranty Agreement.

• Section 6.38 SMC Cost Reports. To the Knowledge of SMC, all information on SMC’s filed 2019, 2020 and 2021 Medicare and Medicaid cost reports are complete and accurate; and that all reimbursement received by SMC from Medicare and Medicaid is consistent with the applicable Medicare and Medicaid statues, rules, regulations, provider manuals, guidelines and other terms and conditions; that the accounting treatment applied to the receipt and uses of such funds at all times complies with GAAP, and that no amount of such funds received by SMC are at risk of forfeiture by SMC or recoupment by Medicare or Medicaid In the event SMC shall forfeit any such funds or any Government Authority shall recoup such, Guarantor shall be responsible to SMC and/or Inspira for the amount of funds forfeited or recouped pursuant to Article XI hereof subject, however, to the limitations set forth in the Indemnity Guaranty Agreement.

• Section 6.39. Third Party Payables To the Knowledge of SMC, Schedule 6.39 sets forth the names and amounts due by SMC to each such respective party (“Vendor”) as of the Closing Date, with the express exception of the following: (i) $24.5 Million due SHWF; (ii) $3.5 Million due CNH Finance Fund I, L.P., and (iii) $4.5 Million due Medicare pursuant to the Medicare Covid 19 Accelerated Advance Payments Program Schedule of 6.39 is complete and accurate as of the Closing Date.

Fourth Amendment to Membership Transfer Agreement Page 5 of 10

10. Section 9.01(f) is hereby deleted and replaced with the following:

• (f) Pursuant to the Real Estate Closing Escrow Agreement, the deposit into escrow of the documents, funds, and other deliverables by each of the Real Estate Sellers, as applicable, set forth in the PSA and the Real Estate Closing Escrow Agreement and as otherwise deemed necessary by the Parties to consummate the transaction memorialized in the PSA, whereby Inspira controlled Salem Medical Center shall acquire the entirety of the hospital campus, buildings and land located at Block 53, Lot 4, Mannington Township.

11. Section 9.02(a) is hereby deleted in its entirety and replaced with the following:

• (a) The representations and warranties set forth in Article VI shall be true, accurate and complete in all material respects as of the Closing Date

12. Section 9.02(g)(ii) is hereby deleted in its entirety and replaced with the following:

• (ii) Certificates signed by the authorized officers of SMC certifying that (1) each covenant and agreement to be performed by SMC prior to or as of the Closing Date has been performed, and (2) as of the Closing Date, all of the representations and warranties by or on behalf of SMC and/or any SMC Affiliate contained in this Agreement are true, accurate and complete;

13. The following is added as new Section 9.02(h):

• Fully executed Real Estate Closing Escrow Agreement.

14. Section 9.02(g)(iv) is hereby deleted in its entirety and replaced with the following:

• The Closing Date Balance Sheet and Closing Date Income Statement at least five (5) business days prior to the date of Closing.

15. The following is added as new Section 9.02(i):

• Section 9.02(h). Receipt of fully executed Release and Settlement Agreements, on the form set forth on the attached Exhibit G, from each Vendor of SMC that entered into such agreement

16. The following is added as a new Section 9.05:

• Section 9.05 Agreed Upon Closing Procedures The Parties agree to follow the following procedures (the “Closing Procedures”) prior to Closing. Substantially following the Closing Procedures shall be a condition precedent to the obligations of both parties to Closing.

Fourth Amendment to Membership Transfer Agreement Page 6 of 10

(a) SMC shall provide Inspira with: (i) copies of all fully executed Vendor Settlement Agreements; (ii) wiring instructions for each Vendor, and (iii) a schedule showing the amount payable by SMC to each such Vendor as of the Effective Date and the total of the amount due all Vendors (“Payoff Schedule”), no later than five (5) days prior to Closing

(b) It shall be a condition precedent to the obligation of Inspira to close that the combined amount of: (1) all amounts due from SMC to Vendors as of the Closing Date and (2) the total amount borrowed by SMC from Inspira pursuant to the of Note and Security Agreement, shall not exceed Seventeen Million Dollars ($17,000,000.00).

(c) If Inspira determines in its sole discretion that the Closing Date Balance Sheet is not substantially similar to the projected balance sheet attached to the Agreement as Exhibit D, Inspira shall not be obligated to continue to Closing and consummate the Transaction, and upon Inspira’s written notice to SMC that the Closing Date Balance Sheet in its sole discretion is not substantially similar to the projected balance sheet attached to the Agreement as Exhibit D, and unless Inspira shall have otherwise waived such condition in a signed writing or unless the Parties shall agree have otherwise agreed, pursuant to a signed written amendment to the terms of this Agreement and/or the Agreement of Sale which resolves such failure to Inspira’s sole satisfaction, either party may terminate the Agreement upon written notice to the other, and upon any termination as such, neither Party shall have any further liability to the other

17. Section 11.01 is hereby deleted in its entirety and replaced with the following:

• Section 11.01 Survival of Representations and Warranties. Including but not limited to the representations and warranties contained in Section 6.03; Section 6.05; Section 6.08(a)(iv) and (v); Section 6.08(b)(i) through (iv); Section 6.32, Section 6.33, Section 6.34, Section 6.35, Section 6.36, Section 6.37 Section 6.38 and Section 6.39 (“Principal Representations”), all representations and warranties shall survive for a period of thirty six (36) months beginning on the Closing Date (the “Survival Period”). It is acknowledged and agreed that the foregoing time limitations are reasonable. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder, with a reasonable estimate of the indemnifiable Losses to be claimed in connection therewith (to the extent determinable), and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

18. Section 11.04(a) is hereby deleted in its entirety and replaced with the following:

(i) Except in the case of: (i) intentional misrepresentation or (ii) actual fraud, the aggregate liability of SMC and Guarantor for indemnification of a breach of any Principal Representation shall not exceed Ten Million Dollars ($10,000,000.00)

(ii) Except in the case of: (i) intentional misrepresentation; (ii) actual fraud, or (iii) any breach of the Principal Representations: the aggregate liability of SMC and Guarantor for indemnification of a breach of any of representation, warranty or covenant of SMC contained in this Agreement which is not otherwise a Principal Representation, shall not exceed Five Million Dollars

Fourth Amendment to Membership Transfer Agreement Page 7 of 10

($5,000,000.00).

(iii) The foregoing notwithstanding, in all events and with respect to this Agreement: (a) Inspira shall not pursue any claim against SMC or Guarantor for indemnification for a breach of any of representation, warranty or covenant of SMC contained in this Agreement unless and until the aggregate amount of claimed Losses alleged to have resulted from any and all breaches of any representations, warranties or covenants of SMC contained in this Agreement exceed the aggregate amount of $500,000.00 (hereinafter the “Floor”), and upon such time as the Floor is reached, Inspira shall be permitted to pursue all claims that exceed the Floor against SMC or Guarantor without any other limitations except those express limitations set forth in this Agreement; and (b) the maximum aggregate amount of liability that SMC or Guarantor shall have with respect to any such claim against SMC or Guarantor for indemnification for a breach of any of representation, warranty or covenant of SMC contained in this Agreement shall not exceed $15,000,000.00 in the aggregate.

19. Exhibits The attached exhibit labeled “Exhibit D, Disclosure Schedules” is hereby amended to reflect that it is Exhibit C by deleting the phrase “Exhibit D” and replacing it with the phrase “Exhibit C”.

20. Schedule 5.02(a)(xxiii) is hereby attached to this Fourth Amendment as Attachment #1.

21. Schedule 5.02(a)(xxv) is hereby attached to this Fourth Amendment as Attachment #2.

22. Exhibit F, the Real Estate Escrow Closing Agreement, is hereby attached to this Fourth Amendment as Attachment #3.

23. Exhibit G, the Form of Settlement Agreement and Release, is hereby attached to this Fourth Amendment as Attachment #4.

24. Schedule 6.36 is hereby attached to this Fourth Amendment as Attachment # 5

25. Schedule 6.39 is hereby attached to this Fourth Amendment as Attachment #6

26. Exhibit H, the Loan Term Sheet, is hereby attached to this Amendment as Attachment #7.

27. Exhibit I, the First Amendment to the Indemnity and Guaranty Agreement, is hereby attached to this Amendment as Attachment #8.

28. As used within the MTA and in this Fourth Amendment, a business day whether capitalized or uncapitalized shall mean (i) a day other than a Saturday or Sunday or (ii) a day on which banking institutions in the United States are permitted or required to be closed or (iii) calendar days beginning on December 24th and continuing through January 1st of each calendar year.

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10/14/2022 Pg 107 of 271 Trans

List of Attachments

Attachment #1

Schedule 5.02(a)(xxiii) List of Agreements to be terminated or amended

Attachment #2

Schedule 5.02(a)(xxv)

Attachment #3

Exhibit F Real Estate Closing Escrow Agreement

Attachment #4

Exhibit G Form of Release and Settlement Agreement

Attachment #5

Schedule 6.36 Provider Agreements

Attachment #6

Schedule 6.39 Schedule of Third Party Payables

Attachment #7

Exhibit H- Loan Term Sheet

Attachment #8

Exhibit I First Amendment to the Indemnity and Guaranty Agreement

Fourth Amendment to Membership Transfer Agreement Page 10 of 10

Attachment #1 Schedule 5.02(a)(xxiii)

List of Agreements to be terminated or amended

Therapy Services arrangement by and between Salem Medical Center and Therapy Services provider (assumed to be “Fox Rehab”).

Employee Lease by and between Orthopedic & Neurosurgical Specialists, LLC and Salem Physician Practices, PC.

Sleep Lab Medical Director Agreement between Pulmonary & Sleep Consultants, PC and Salem Medical Center.

EKG interpretation and all other services provided by Vishal Bahal, D.O. and/or his practice and Salem Medical Center

EKG interpretation and all other services provided by Roberto Diaz, M.D. and/or his practice and Salem Medical Center

Agreements between Atlantic Lithotripsy, LLC and Salem Medical Center

January 1, 2021 Healthcare Consulting Agreement by and between Expert Health Care Solutions, LLC and Salem Medical Center

Employment Agreement between Bradford Bobrin and Salem Physician Practices, P.C.

Employment Agreement between Daniel Timmerman and Salem Physician Practices, P.C

Employment Agreement between Denis Tavani and Salem Physician Practices, P.C.

Employment Agreement between Joseph Girone and Salem Physician Practices, P.C.

Employment Agreement between Mitchell Bober and Salem Physician Practices, P.C.

Employment Agreement between Paul Kouyoumdji and Salem Physician Practices, P.C.

February 1, 2019 Real Estate lease between 499 Beckett Road Associates and Salem County Hospital Corp.

July 1, 2021 Real Estate lease between 499 Beckett Road Associates and Salem County Hospital Corp.

August 1, 2021 Real Estate lease between 8 Bypass Road Associates, LLC and Salem Physician Practices, P.C.

February 1, 2019 Real Estate lease between 8 Bypass Road Associates, LLC and Salem Physician Practices, P.C.

April 30, 2021 sublease between Salem County Hospital Corp. and SAM 340B, LLC

Fully executed termination amendment to November 2, 2020 Consulting Services Agreement between Salem ASC, LLC and Salem Medical Center

Fully executed termination amendment for property management agreements between Metro Re Property Management, LLC and (a) Salem Woodstown Condominium Association and (b) 310 Woodstown Associates, LLC n/k/a 310 Woodstown Urban Renewal, LLC

Fully executed termination amendment of April 1, 2018 Hospital Management Services Agreement between Salem Hospital Management, LLC and Salem County Hospital Corp.

Attachment #1 to Fourth Amendment to Membership Transfer Agreement 1

22. Fully executed termination amendment for all arrangements between Healthcare Preferred Partners, LLC and Salem County Hospital Corp.

23. Fully executed termination amendment of March 1, 2020 Amended & Restated Real Estate lease between 310 Woodstown Urban Renewal, LLC and Salem County Hospital Corp. and all Prior Real Estate leases between the parties.

24. Fully executed termination amendment of January 1, 2021 lease between 330 Woodstown Urban Renewal, LLC and Salem County Hospital Corp.

25. Fully executed termination amendment of February 1, 2019 sublease between Salem County Hospital Corp. and Salem Home Health, LLC

26. August 1, 2018 Timeshare Agreement by and between Jefferson University Radiology Associates and Salem County Hospital Corp. as assignee of Salem Hospital Corporation

27. October 11, 2017 Timeshare Agreement by and between Southern Oncology Hematology Associates and Salem County Hospital Corp. as assignee of Salem Hospital Corporation

28. January 15, 2020 Timeshare Agreement by and between Scott Hollander, MD, Pulse Vascular, LLC and Salem County Hospital Corp.

Attachment #2 Schedule 5.02(a)(xxv)

1. Agreement between CNH Finance Fund I, L.P. and Salem Medical Center and Salem Physician Practices, related to full settlement of the amounts due under the June 17, 2019 Credit and Security Agreement.

2. Fully executed release from 310 Woodstown Urban Renewal, LLC in favor of Salem County Hospital Corp.

3. Fully executed release from Salem Hospital Management, LLC in favor of Salem County Hospital Corp.

4. Fully executed release from Healthcare Preferred Partners, LLC in favor of Salem County Hospital Corp.

5. Fully executed Deed of Salem Woodstown Condominium Association, Inc. terminating Condominium Agreement.

6. Fully executed release from Salem Woodstown Condominium Association, Inc. in favor of Salem County Hospital Corp.

7. Fully executed release from 8 Bypass Road Associates, LLC in favor of Salem Physician Practices, P.C.

8. Fully executed release from 499 Beckett Road Associates, LLC in favor of and Salem Physician Practices, P.C.

9. Fully executed release from 330 Woodstown Urban Renewal, LLC in favor of Salem County Hospital Corp.

10. Fully executed release from Salem Home Health, LLC in favor of Salem County Hospital Corp.

11. Fully executed release from SAM 340B, LLC in favor of Salem County Hospital Corp.

12. Fully executed release from Salem ASC, LLC in favor of Salem Medical Center

13. Fully executed releases from Metro Re Property Management, LLC in favor of (a) Salem Woodstown Condominium Association and (b) 310 Woodstown Associates, LLC n/k/a 310 Woodstown Urban Renewal, LLC

14. Fully executed release from Muhlenberg ASC Holding, LLC in favor of Salem County Hospital Corp.

15. Fully executed release from Surgery Center of Salem County, LLC [or Salem ASC, LLC] in favor of Salem County Hospital Corp.

16. Fully executed release from Community Health Associates, LLC in favor of Salem County Hospital Corp.

17. Fully executed release from Community Healthcare Associates, LLC in favor of Salem County Hospital Corp.

18. Fully executed release from CHA Partners, LLC in favor of Salem County Hospital Corp.

19. Fully executed release from Woodstown Development Urban Renewal, LLC in favor of Salem County Hospital Corp.

20. Fully executed release from Salem Ground Lease Partners, LLC in favor of Salem County Hospital Corp.

Attachment #2

Fourth Amendment

Membership Transfer

10/14/2022 Pg 113 of 271 Trans ID: CHC2022246440

21. Fully executed release from Salem PropCo, LLC in favor of Salem County Hospital Corp.

22. Fully executed release from Salem Healthcare Partners, LLC in favor of Salem County Hospital Corp.

Attachment #3 Exhibit F

Real Estate Closing Escrow Agreement

2022

VIA UPS PRIORITY DELIVERY and E MAIL TO SROSEFSKY@CHA.PARTNERS and JBURKE@WESTJERSEYTITLE.COM

Salem County Hospital Corp. d/b/a Salem Medical Center

310 Woodstown Road Salem, New Jersey 08079

Attention: Tammy Torres, CEO

310 Woodstown Urban Renewal, LLC

330 Woodstown Urban Renewal, LLC

Salem ASC Urban Renewal, LLC

Woodstown Development Urban Renewal, LLC

2 Broad Street, 4th Floor Bloomfield, New Jersey 08003

Attention: Steven M. Rosefsky

Inspira Health Network 165 Bridgeton Pike Mullica Hill, New Jersey 08062

Attention: General Counsel

Salem Hospital Management, LLC

2 Broad Street, 4th Floor Bloomfield, New Jersey 07003

Attention: Steven M. Rosefsky,

Inspira Health Network

165 Bridgeton Pike Mullica Hill, New Jersey 08062

Attention: Warren E. Moore, FACHE, EVP and COO

West Jersey Title Agency, as agent for First American Title Insurance Company 15 Main Street Woodstown, NJ 08098

Attention: John Burke

Re: First American Title Insurance Company, File Nos. 23889 A and 23889 B

Membership Transfer Agreement (“MTA”):

Membership Transfer Agreement dated December 17, 2021 between SMC (as defined below), as Seller, and Inspira (as defined below), as to the MTA Transaction (as defined below), as amended from time to time.

Real Estate Agreements of Sale:

Amended and Restated Agreement of Sale (Block 53, Lot 4) dated April 22, 2022 between Real Estate Sellers (as defined below), as Seller, and Inspira (as defined below), as Buyer, which was assigned by Inspira to SMC (as defined below), as to Lot 4 Transaction (as defined below)(the “Lot 4 AOS”).

Amended and Restated Agreement of Sale (Block 53, Lot 23) dated April 22, 2022 between Real Estate Sellers (as defined below), as Seller, and Inspira (as defined below), as Buyer, which was assigned by Inspira to SMC

#3 to Fourth Amendment to Membership Transfer Agreement

10/14/2022

CHC2022246440

URE (as defined below), as to Lot 23 Transaction (as defined below) (the “Lot 23 AOS”).

SMC: Salem County Hospital Corp., d/b/a Salem Medical Center, a New Jersey nonprofit corporation

Inspira: Inspira Health Network, Inc., a New Jersey nonprofit corporation

Real Estate Seller: Collectively, 310 Woodstown Urban Renewal, LLC, 330 Woodstown Urban Renewal, LLC, Salem ASC Urban Renewal, LLC, and Woodstown Development Urban Renewal, LLC

Real Estate Buyer for Lot 4: New SMC (as defined below), pursuant an assignment of the Lot 4 AOS effective as of the Closing Date from Inspira

Real Estate Buyer for Lot 23:

SMC URE (as defined below), pursuant an assignment of the Lot 23 AOS effective as of the Closing Date from Inspira

New SMC: Salem County Hospital Corp., d/b/a Salem Medical Center, a New Jersey nonprofit corporation, after the closing of the MTA Transaction.

SMC URE [Lot 23 URE LLC, a New Jersey limited liability (“SMC URE”)] , after the closing of the MTA Transaction

SMC’s and Real Estate Seller’s Counsel:

Buyer’s In House Counsel:

Steven Rosefsky, Esquire (collectively, “Seller’s Counsel”), srosefsky@cha.partners (“Seller’s Counsel’s Email”)

Matthew Doonan, Esquire, SVP and Chief Legal Officer, Inspira (doonanm@ihn.org)

Buyer’s Outside Counsel John Washlick, Esquire (john.washlick@bipc.com) and Edward A. McMerty, III, Esquire (edward.mcmerty@bipc.com (“Buyer’s Outside Counsel Email”) of Buchanan Ingersoll & Rooney PC

Lot 4 Block 53, Lot 4 and 4Q Farm as shown on the Tax Map of Mannington Township, New Jersey and as more particularly described in the Lot 4 AOS.

Lot 23 Block 53, Lot 23 and 23Q Farm as shown on the Tax Map of Mannington Township, New Jersey and as more particularly described in the Lot 23 AOS.

Title Company: First American Title Insurance Company (“Title Company”)

Escrow Agent: West Jersey Title Agency (“Escrow Agent”)

Dear Sirs and Madam:

Buyer’s Outside Counsel each represent Inspira, New SMC, and SMC URE in connection with the MTA Transaction, the Lot 4 Transaction, and the Lot 23 Transaction (as each such capitalized term is defined below).

Attachment #3 to Fourth Amendment to Membership Transfer Agreement

Seller’s Counsel represents SMC and Real Estate Seller in connection with the sale, transfer, assignment, and conveyance of (i) 100% of the Membership Interests in SMC and the other assets and property of SMC being sold and transferred under the MTA (collectively, the “MTA Transaction”); (ii) Lot 4 and the other assets and property of Real Estate Seller being sold and transferred under the Lot 4 AOS (collectively, the “Lot 4 Transaction”); and (iii) Lot 23 and the other assets and property of Real Estate Seller being sold and transferred under the Lot 23 AOS (collectively, the “Lot 23 Transaction”).

SMC, Real Estate Seller, Inspira, New SMC, and SMC URE shall be collectively referred to herein as the “Transaction Parties”.

The Transaction Parties and Escrow Agent, intending to be legally bound hereby, do hereby acknowledge and agree that this letter shall constitute (i) an escrow agreement among the Transaction Parties and Escrow Agent (the “Escrow Agreement”) and (ii) the joint escrow and closing instructions of the Transaction Parties (the “Instructions”) to Escrow Agent, with respect to (i) the Transaction Parties confirmation to Escrow Agent on the Closing Date of the closing of the MTA Transaction (the “MTA Closing”) and (ii) coordinating with Title Company the closing of the Lot 4 Transaction (the “Lot 4 Closing”) and the closing of the Lot 23 Transaction (the “Lot 23 Closing”) all in accordance with the terms and conditions hereof (the Lot 4 Closing and the Lot 23 Closing shall be collectively referred to herein as the “Real Estate Closing”). This letter, including, without limitation, the Escrow Agreement and the Instructions and all Schedules and attachments hereto shall collectively be referred to herein as the “Agreement”. Capitalized terms used herein without definition shall have the meaning given to such terms in, respectively, the Lot 4 AOS and the Lot 23 AOS.

The closing of the MTA Transaction (the “MTA Closing”) occurring through escrow at the offices of Buyer’s Outside Counsel is anticipated to close through escrow on or about ___________, _________, 2022 (the “Closing Date”), commencing at approximately 10:00 a.m. (EDT) and, once the MTA Closing has occurred, the Real Estate Closing occurring through escrow at Escrow Agent’s office is anticipated to close promptly following the MTA Closing through escrow on the Closing Date, commencing at approximately 1:00 p.m. (EDT).

1. MTA Closing.

[Add description of the MTA closing and transaction documents with final item being Buyer’s In House Counsel and/or Buyer Outside Counsel shall send to Escrow Agent (i) confirmation of the MTA Closing, (ii) authorizing consents for the closing of the Lot 4 Transaction and Lot 23 Transaction, and (iii) ________ (collectively, the “MTA Closing Documents”].

2. Real Estate Transaction Documents.

(a) Buyer’s Outside Counsel is delivering to Escrow Agent, the original Transaction Documents, dated as set forth below, fully executed and, as applicable, acknowledged, together with all exhibits thereto as shown on Schedule A (collectively, the “Buyer’s Transaction Documents”).

(b) Under separate cover Seller’s Counsel shall deliver to Escrow Agent, the original Transaction Documents, dated as set forth below, fully executed and, as applicable, acknowledged, together with all exhibits thereto as shown on Schedule B (collectively, the “Real Estate Seller’s Transaction Documents”); and

Amendment to Membership Transfer

(c) As noted on Schedule A and Schedule B certain other closing and organizational documents have been previously delivered to Escrow Agent by the applicable parties as set forth, respectively, on Schedule A or Schedule B (collectively, the “Other Transaction Documents”). 1

The Buyer’s Transaction Documents and the Real Estate Seller’s Transaction Documents shall, except as otherwise directed by the Transaction Parties, be dated as of the date of signing but effective as of the Closing Date, which effective date shall be left blank and are to be filled in by Escrow Agent as directed by the Transaction Parties for the Real Estate Closing

The Buyer Transaction Documents, the Seller Transaction Documents, and the Other Transaction Documents shall be collectively referred to herein as the “Transaction Documents”.

3. Escrow of Transaction Documents

Escrow Agent hereby agrees to take possession of and handle the Transaction Documents on behalf of Real Estate Seller, Inspira, New SMC, and SMC URE in accordance with the terms and provisions of this Agreement and that the Transaction Documents shall be held in escrow and not released from escrow or sent to recording except upon satisfaction in full of the Closing Conditions set forth below.

4. Receipt/Disbursement of Funds

(a) On or before the Closing Date, Real Estate Seller and Inspira shall approve the Closing Statement for (i) the Lot 4 Closing (the “Lot 4 Closing Statement”) that shall identify the funds to be delivered to Escrow Agent’s closing account and to be disbursed in accordance with the Lot 4 Closing Statement, including, without limitation, New SMC’s payment of the Purchase Price of $16,000,000.00 (the “Lot 4 Purchase Price”) due and payable under the Lot 4 AOS and applicable realty transfer taxes, if any, title premiums and title fees, recording and other fees with respect to the Lot 4 Closing to be paid by New SMC net of the proration between Real Estate Seller and New SMC of rents under the 330 Leases, real estate taxes, water and sewer charges and other customary real estate closing prorations and Real Estate Seller’s closing costs with respect to the Lot 4 Closing (the “Lot 4 Closing Funds”) and (ii) the Lot 23 Closing (the “Lot 23 Closing Statement”) that shall identify the funds to be delivered to Escrow Agent’s closing account and to be disbursed in accordance with the Lot 23 Closing Statement, including, without limitation, SMC URE’s payment of the Purchase Price of $5,000,000.00 (the “Lot 23 Purchase Price”) due and payable under the Lot 23 AOS and applicable realty transfer taxes, if any, title premiums and title fees, recording and other fees with respect to the Lot 23 Closing to be paid by SMC URE net of the proration between Real Estate Seller and New SMC of rents under the ASC Lease, real estate taxes, water and sewer charges and other customary real estate closing prorations and Real Estate Seller’s closing costs with respect to the Lot 23 Closing (the “Lot 23 Closing Funds”).

(b) Escrow Agent shall receive the Lot 4 Closing Funds and the Lot 23 Closing Funds and hold the same in escrow for Transaction Parties, as applicable, and not disburse the same, except in accordance with the Instructions set forth herein and the terms and conditions of this Agreement.

NTD: Need confirmation from Title Co. as to what documents it needs for closing, e.g., organizational certificates and documents, authorizing consents, good standing certificates, etc.

Attachment #3 to Fourth Amendment to Membership Transfer Agreement

2

(c) Upon satisfaction of the Closing Conditions (as defined below), Escrow Agent is prepared to wire to (i) [_________________ (“Seller’s Lender”)] 2 (A) the sum of $______________ for the payoff in full of the Lender’s Loan encumbering Lot 4 as shown in Seller’s Lender’s payoff letter for Lot 4 (the “Lot 4 Loan Payoff Amount”) and (B) the sum of $________ the payoff in full of the Lender’s Loan encumbering Lot 23 as shown in Seller’s Lender’s payoff letter for Lot 4 (the “Lot 23 Loan Payoff Amount”), each pursuant to Seller’s Lender’s wire instructions set forth on Schedule C 1 attached hereto and made a part hereof and (ii) to Seller (A) the sum of $___________, representing the Lot 4 Purchase Price net of the Lot 4 Loan Payoff Amount and Seller’s closing costs as set forth on the Lot 4 Closing Statement and (ii) the sum of $___________, representing the Lot 23 Purchase Price net of the Lot 23 Loan Payoff Amount and Seller’s closing costs as set forth on the Lot 23 Closing Statement, each pursuant to Seller’s wire instructions set forth on Schedule C 2 attached hereto and made a part hereof.

5. Conditions Precedent: All of the following conditions (the “Closing Conditions”) must be satisfied before Escrow Agent shall proceed to the Real Estate Closing, and upon satisfaction of all Closing Conditions, Escrow Agent is to (i) proceed to the release and, as applicable, recording of the Transaction Documents as set forth below in Paragraph 6 below and (ii) disburse the Lot 4 Closing Funds in accordance with the Lot 4 Closing Statement and the Lot 23 Closing Funds in accordance with the Lot 23 Closing Statement as set forth herein:

(a) Escrow Agent will have received the Transaction Documents, the MTA Closing Documents, and any other documents required to be delivered to Escrow Agent pursuant to this Agreement, signed (and, where required, witnessed and/or acknowledged) by all parties and Escrow Agent has confirmed that, as applicable, all the Transaction Documents are fully executed and dated; that all blanks have been filled in and initialed; and that, as applicable, all acknowledgments have been properly notarized; and that all required exhibits to the Transaction Documents have been attached and properly labeled.

(b) Escrow Agent shall have received e mail confirmation from the undersigned Buyer Outside Counsel, John Washlick of this firm and/or Buyer’s In House Counsel that (i) the MTA Closing has occurred and the MTA Closing Documents have been delivered into escrow with Escrow Agent for the Real Estate Closing and (ii) the Lot 4 Closing Statement and the Lot 23 Closing Statement has each been approved by Inspira and, as applicable, New SMC and SMC URE and signed by Escrow Agent, Real Estate Seller and, as applicable, New SMC and SMC URE, providing for the approval of the disbursement of the, as applicable, Lot 4 Closing Funds and the Lot 23 Closing Funds by such parties as set forth herein.

(c) Escrow Agent shall have received the Lot 4 Closing Funds and the Lot 23 Closing Funds into escrow for the Real Estate Closing.

(d) Escrow Agent have confirmed that Title Company is unconditionally and irrevocably committed to issue (i) to New SMC, a fully paid, Owner’s Policy of Title Insurance for Lot 4 in the form of the pro forma owner’s policy approved by Inspira and New SMC a copy of which is attached hereto as Schedule “D 1” and (ii) to SMC URE, a fully paid, Owner’s Policy of Title Insurance for Lot 23 in the form of the pro forma owner’s policy approved by Inspira and New SMC a copy of which is attached hereto as Schedule “D 2”.

(e) Each of Real Estate Seller, Inspira, New SMC, SMC URE, and Escrow Agent will have emailed to the undersigned at Buyer’s Outside Counsel Email a signed copy of this Agreement by, as

NTD: Seller’s Counsel to revise to add instructions for wire to Lender for payoff of existing of loan and Lender authorization to Escrow Agent to record the mortgage releases upon Lender’s receipt of the Loan Payoff Amount. Will need to allocate Loan Payoff Amount to Lot 4 and Lot 23 for the closing statements.

Attachment #3 to Fourth Amendment to Membership Transfer Agreement

applicable, Real Estate Seller, Inspira, New SMC, SMC URE, and Escrow Agent, and Buyer’s Outside Counsel will distribute via e mail a fully executed PDF copy the same to the Transaction Parties and Seller’s Counsel upon receipt.

(f) Escrow Agent shall have received written confirmation (which may be in electronic form) from the undersigned Buyer’s Outside Counsel, John Washlick of this firm, or Buyer’s In House Counsel and Seller’s Counsel that the Transaction Parties they represent are ready to proceed to the Real Estate Closing, each of which written confirmation shall be copied to all Transaction Party counsel identified above and all appropriate other parties and counsel to the Real Estate Closing.

For any requests for clarifications of this Agreement, please telephone the undersigned at 215 665 3954 or email at Buyer’s Outside Counsel Email and Seller’s Counsel at ______________ or email at Seller’s Counsel’s Email.

6. Release/Recording/Filing This Agreement. Upon satisfaction of the Closing Conditions, Escrow Agent shall release to be recorded in the Office of the Clerk of Salem County, New Jersey (the “Recorder’s Office”), the recording Transaction Documents as set forth below each in the order as set forth below:

(a) the Master Deed Termination (as defined in Schedule B.I, No. 18), with respect to the Lot 4 Closing and the Lot 23 Closing;

(b) the Lot 4 Mortgage and Other Releases (as defined in Schedule B.I, No. 10), with respect to the Lot 4 Closing;

(c) the Lot 23 Mortgage and Other Releases (as defined in Schedule B.II, No. 10), with respect to the Lot 23 Closing;

(d) the Lot 23 Purchase Option Termination (as defined in Schedule B.II, No. 7), with respect to the Lot 23 Closing;

(e) the Lot 4 Deed (as defined in Schedule B.I, No. 1), with respect to the Lot 4 Closing;

(f) the Lot 4 Lease Assignment (as defined in Schedule B.I, No. 11), with respect to the Lot 4 Closing;

(g) the Lot 23 Deed (as defined in Schedule B.II, No. 1), with respect to the Lot 23 Closing; and

(h) the Lot 23 Lease Assignment (as defined in Schedule B.II, No. 11), with respect to the Lot 4 Closing.

A certified copy of the Lot 4 Deed and Lot 23 Deed must be provided to the undersigned Buyer’s Outside Counsel and Seller’s Counsel together with a certification from Escrow Agent that the Lot 4 Deed and Lot 23 Deed have each been submitted to the Recorder’s Office for recording. Upon Escrow Agent’s receipt of the original recorded Lot 4 Deed and Lot 23 Deed, Escrow Agent is promptly to forward the same to the undersigned Buyer’s Counsel at the office address set forth herein with a PDF copy of each such Deed delivered via email to the undersigned at Buyer’s Outside Counsel’s Email on behalf of Inspira, New SMC, and SMC URE and to Seller’s Counsel’s Email for Real Estate Seller.

Attachment #3 to Fourth Amendment to Membership Transfer Agreement

7. Escrow Agent acknowledge and agree that SMC, Real Estate Seller, Inspira, New SMC, and SMC URE shall incur no expense in connection with the issuance of the joint escrow instructions contained herein or the fulfillment of the requirements contained in this Agreement, except as set forth on, respectively, the Lot 4 Closing Statement and the Lot 23 Closing Statement or as otherwise approved by the applicable Transaction Party.

8. If the closing has not occurred on or before 5:00 pm (EST) on ________, ________, 2022, Escrow Agent is promptly to email the undersigned at Buyer’s Outside Counsel Email above and Seller’s Counsel at Seller’s Counsel’s Email for further instructions. Unless Escrow Agent is given instructions from the undersigned Buyer’s Outside Counsel and Seller’s Counsel to continue to hold the Transaction Documents in escrow pursuant to this Agreement for a later, mutually agreeable closing date by no later than 5:00 p.m. (EST) of the next business day after ___________, _____________, 2022, Escrow Agent shall to promptly return, or cause to be returned, to (A) the Buyer’s Outside Counsel at his address set forth hereon, the Buyer’s Transaction Documents and (B) to Seller’s Counsel, the Real Estate Seller’s Transaction Documents as Seller’s Counsel shall direct, and Escrow Agent shall continue to hold in escrow the Lot 4 Closing Funds and the Lot 23 Closing Funds pursuant to the terms of this Agreement until Buyer’s Outside Counsel or Buyer’s In House Counsel and Seller’s Counsel, as applicable, deliver disbursement instructions for the Lot 4 Closing Funds and the Lot 23 Closing Funds.

9. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered will be deemed an original and all of which taken together will be deemed to be one and the same instrument. For purposes of consummating the Closing, facsimile signatures delivered in PDF format via email will be deemed originals.

10. Miscellaneous

a. The rights created by this Agreement shall inure to the benefit of, and the obligations created hereby shall be binding upon the successors and assigns of the parties hereto; provided, however, in no event shall Escrow Agent assign, transfer or encumber its interests or obligations hereunder.

b. This Agreement constitute the entire understanding and agreement of the parties hereto with respect to the joint escrow instructions and other agreements described herein and supersedes all prior agreements or understandings, written or oral, between the parties with respect thereto. This Agreement may be modified, waived or terminated only by an instrument in writing signed by all the parties hereto or their respective counsel.

11. Acceptance. Each party hereto shall acknowledge its respective agreement to comply with this Agreement by signing and dating a copy of this letter in the space provided below and returning a copy as signed to the undersigned Buyer’s Outside Counsel via electronic mail at his email address set herein in PDF format as provided above.

Very truly yours,

BUCHANAN INGERSOLL & ROONEY PC

By: Edward A. McMerty, III

10/14/2022

CHC2022246440

cc: Matthew Doonan, Esq. (via e mail)

John Washlick, Esq. (via e mail)

David Yehlen (via e mail)

[Transaction Parties signatures follow on next page]

#3 to Fourth Amendment to Membership Transfer Agreement

ACKNOWLEDGED AND APPROVED BY REAL ESTATE SELLER:

310 WOODSTOWN URBAN RENEWAL, LLC 330 WOODSTOWN URBAN RENEWAL, LLC SALEM ASC URBAN RENEWAL, LLC WOODSTOWN DEVELOPMENT URBAN RENEWAL, LLC, each a New Jersey limited liability company

By:

Steven M. Rosefsky

Authorized Signatory

Date:

ACKNOWLEDGED AND APPROVED BY INSPIRA:

INSPIRA HEALTH NETWORK, INC., a New Jersey nonprofit corporation

By:

Name:

Title:

Date:

ACKNOWLEDGED AND APPROVED BY NEW SMC: ACKNOWLEDGED AND APPROVED BY SMC URE:

SALEM COUNTY HOSPITAL CORP., d/b/a SALEM MEDICAL CENTER, a New Jersey nonprofit corporation

By:

Name:

Title:

Date:

ACKNOWLEDGED AND APPROVED BY ESCROW AGENT: WEST JERSEY TITLE AGENCY, as Escrow Agent for the Real Estate Closing hereunder and as title agent for First American Title Insurance Company

By:

Name: John Burke Title:

Date:

Page to the

Agreement and

[LOT 23 URE LLC], a New Jersey limited liability company

By: Name:

Title:

Date:

#3 to

Amendment

Escrow

SCHEDULE A

BUYER’S TRANSACTION DOCUMENTS

I. LOT 4 TRANSACTION CLOSING

1. Purchaser’s Affidavit of Consideration in form as required by Section 8.3(a) of the Lot 4 AOS

2. Closing Statement approved by Real Estate Sellers and Inspira in form as required by Section 8.3(b) of the Lot 4 AOS

3. General Assignment and Assumption of Leases (330 Leases) in form as required by Section 8.3(c) of the Lot 4 AOS signed by New SMC (the “New SMC Lot 4 Lease Assignment”):

a. Allies, Inc.

b. Legacy Treatment Services

c. SMC

d. Battiato Farms

4. Form 1099 as directed by the Title Company pursuant to Section 8.3(d) of the Lot 4 AOS

5. Original resolutions, authorizations, bylaws or other corporate and/or partnership documents relating to each New SMC as shall be reasonably required by the Title Insurer

II. LOT 23 TRANSACTION CLOSING

1. Purchaser’s Affidavit of Consideration in form as required by Section 8.3(a) of the Lot 23 AOS

2. Closing Statement approved by Real Estate Sellers and Inspira in form as required by Section 8.3(b) of the Lot 23 AOS

3. General Assignment and Assumption of Leases (ASC Lease) in form as required by Section 8.3(c) of the Lot 23 AOS executed by Lot 23 URE (the “Lot 23 URE Lot 23 Lease Assignment”):

4. Form 1099 as directed by the Title Company pursuant to Section 8.3(d) of the Lot 23 AOS

5. Original resolutions, authorizations, bylaws or other corporate and/or partnership documents relating to each SMC URE as shall be reasonably required by the Title Insurer

B

REAL ESTATE SELLER’S TRANSACTION DOCUMENTS

LOT 4 TRANSACTION CLOSING

Deed in form of Exhibit C of the Lot 4 AOS confirmed by the Title Company to be in recordable form (the “Lot 4 Deed”)

Estate Seller’s Residency Certificate

Estate Seller’s Affidavit in the form approved by

Bill of Sale (Real Estate)(if required)

Estate Sellers, Inspira, and Title Company

FIRPTA Affidavit of Real Estate Sellers in form as required by Section 8.2(i) of the Lot 4 AOS

Estoppel Certificate executed by Salem Woodstown Condominium Association, Inc. in form as required by Section 8.2(o) of the Lot 4 AOS

Termination of Lease (Hospital) in form as required by Section 8.2(q) of the Lot 4 AOS

Termination of Property Management Agreement between 310 Woodstown Urbane Renewal, LLC and Metro RE Property Management, LLC prior to Closing Date, including Metro release of any lien against the Property, pursuant to Section 12.2(g) of the Lot 4 AOS

General Release by Seller (Tenant Leases) in form as required by Section 8.2(p) of the Lot 4 AOS

Releases and Terminations as to Seller’s mortgages and other collateral documents of record in form acceptable to Real Estate Sellers, Inspira, and the Title Company (the “Lot 4 Mortgage and Other Releases”).

11. General Assignment and Assumption of Leases (330 Leases) in form as required by Section 8.2(d) of the Lot 4 AOS signed by the applicable Real Estate Seller (the “Real Estate Seller Lot 4 Lease Assignment” and together with the “New SMC Lot 4 Lease Assignment”, collectively, the “Lot 4 Lease Assignment”): a. Allies, Inc.

b. Legacy Treatment Services c. SMC d. Battiato Farms

12. Tenant Notice Letters in form acceptable to Real Estate Sellers and Inspira notifying Tenants under the Lease of the Closing of the Lot 4 Transaction

a. Allies, Inc.

b. Legacy Treatment Services

c. SMC

d. Battiato Farms

II. LOT 23 TRANSACTION CLOSING

Management Agreement between 310 Woodstown Urbane Renewal, LLC and Metro RE Property Management, LLC prior to Closing Date, including Metro release of any lien against the Property, pursuant to Section 12.2(f) of the Lot 23 AOS.

(Tenant Leases)

required by Section 8.2(p) of the Lot 23 AOS

Sellers, Inspira, and the Title Company (the “Lot 23 Mortgage and Other Releases”)

Assignment and Assumption of Leases (ASC Lease) in form as required by Section 8.2(d) of the Lot 23 AOS signed by the applicable Real Estate Seller (the “Real Estate Seller Lot 23 Lease Assignment” and together with the “Lot 23 URE Lot 23 Lease Assignment”, collectively, the “Lot 23 Lease Assignment”).

Notice

Real Estate Sellers and Inspira notifying Tenants under the ASC Lease of the

of the

by Section 8.2(r) of the Lot 23 AOS

as of the Closing Date in form as required by Section 8.2(e) of the Lot 23 AOS

to Section 6.4 and 8.2(f) of the Lot 23 AOS](if

Section 8.2(g) of

SCHEDULE C 1

SELLER’S LENDER’S WIRE INSTRUCTIONS

See attached.

SCHEDULE C 2 SELLER’S WIRE INSTRUCTIONS

See attached.

SCHEDULE D 1

LOT 4 OWNERS POLICY PRO FORMA

See attached.

SCHEDULE D 2

LOT 23 OWNERS POLICY PRO FORMA

See attached.

Attachment #4

Exhibit G Form of Release and Settlement Agreement

THIS SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is made as of ____________, 2022, by and between SALEM COUNTY HOSPITAL CORP. d/b/a SALEM MEDICAL CENTER, a New Jersey non profit corporation having an address at 310 Woodstown Road, Salem, New Jersey (the “SMC”) and having an address at (“Vendor”).

WHEREAS, SMC engaged Vendor to perform certain services (“Work”) at SMC pursuant to a contract dated ;

WHEREAS, Vendor claims that SMC failed to make payment in full for the Work;

WHEREAS, the parties are entering into this Agreement to forever resolve all claims that may be asserted against SMC for the Work; and

WHEREAS, the execution of this Agreement is not an admission of any wrongdoing or liability by any party to this Agreement.

NOW, THEREFORE, in consideration of the terms, covenants, conditions and agreements contained herein, the legality and sufficiency of which the parties acknowledge, the parties agree as follows:

1. Incorporation of Recitals. The above recitals are incorporated herein by reference.

2. Settlement Payment; Payment Terms. Simultaneous with the closing of the transaction whereby Inspira Health Network, Inc. (“Inspira”) shall acquire 100% of the membership interests in SMC pursuant to that certain Member Transfer Agreement by and between Inspira and SMC (as amended, the “Member Substitution Transaction”), SMC shall pay the sum of $ (the “Settlement Payment”) to Vendor in full settlement of all claims that Vendor may have against SMC from the beginning of time through and including June 30, 2022 The Settlement Payment is conditioned upon the closing of the Member Substitution Transaction. In the event that the closing of the Member Substitution Transaction fails to occur for any or no reason, this Agreement will be null and void and of no further force or effect, and Vendor shall have the right to pursue all remedies in law or equity against SMC.

3. Release of Claims. Upon payment of the Settlement Payment, Vendor, for itself and its agents, representatives, attorneys, executors, administrators, co owners, predecessors, successors, shareholders, directors, officers, affiliated companies and assigns, does hereby release and forever discharge SMC and its predecessors, successors, subsidiaries, affiliates, officers, directors, employees, attorneys, insurers, agents, representatives and assigns, past, present or future, from any and all actions, causes of action, obligations, costs, expenses, damages, losses, claims, liabilities, suits, debts, demands and benefits (including attorney’s fees and costs actually incurred), of whatever character, in law or in equity, known or unknown, suspected or unsuspected, matured or unmatured, of any kind or nature whatsoever, now existing or arising in

#5 to Fourth Amendment to Membership Transfer Agreement

the future, based on any act, omission, event, occurrence or non occurrence from the beginning of time through and including [the Closing Date as that date certain is finally determined pursuant to the MTA] arising out of the Work performed at or for the benefit of SMC and/or the matters giving rise to this dispute.

4. Heirs, Successors and Assigns. This Agreement will bind all heirs, successors and assigns (if any) of any party to this Agreement and will inure to their benefit.

5. Entire Agreement. The parties agree that this Agreement is the only and entire agreement between the parties and will be deemed to have superseded any and all prior discussions, negotiations and agreements relating to this dispute. No amendment, modification or addendum to this Agreement shall be effective unless in writing dated subsequent to the date hereof. The requirement for such a writing shall apply to any waiver of the requirement of a written modification pursuant to this Section.

6. Severability. If any term or condition of this Agreement or any application of this Agreement shall be determined to be contrary to the laws of the State of New Jersey or the United States, then such term or condition or application shall not be deemed valid except to the extent permitted by law, but all other terms or conditions or applications shall continue in full force and effect.

7. Governing Law. The place of execution of this Agreement shall have no bearing on the law governing its interpretation, it being understood and agreed by the parties that this Agreement shall be construed and governed in accordance with the laws of the State of New Jersey, exclusive of conflict of laws principles.

8. Confidentiality SMC and Vendor agree that the existence of this Agreement is confidential and shall not be shared with anyone other than the parties’ respective counsel or representatives of the parties with a need to know

9. Facsimile/PDF Signature. This Agreement may be executed by facsimile signature or by signature scanned into PDF format. Any such facsimile/PDF signature by any party hereto shall be deemed to be an original signature and shall be binding on such party to the same extent as if such facsimile/PDF signature were an original signature.

IN WITNESS WHEREOF, the parties have hereunto set forth their hands the day and year first written above.

SALEM MEDICAL CENTER

10/14/2022 Pg 134 of 271 Trans ID: CHC2022246440

Schedule 6.36 Provider Agreements

1. All agreements by and between Cooper University Physicians/The Cooper Health System and Salem Medical Center/Salem Physician Practices.

2. September 14, 2021 Professional Services Agreement between Salem Medical Center and Resolute Perioperative Services, LLC

3. November 3, 2017 Pathology Services Agreement between Memorial Hospital of Salem County (CHS) and Diagnostic Pathology Consultants, P.A.

4. May 15, 2018 Radiology Department Professional Services Agreement between Memorial Hospital of Salem County (CHS) and BTD Radiology at Salem

5. Undated Therapy Services Under Arrangement Contractor Agreement between “Contractor” and “Hospital” Labeled “Fox Rehab Contract” in data room.

6. May 17, 2021 Therapy Services Agreement between Salem Medical Center and Advance Therapy Associates, Inc.

7. ENT Call Agreement Jessie Clairvil, DO and Memorial Hospital of Salem County

8. Orthopedic Call Agreement Sprains, Strains & Fractures, LLC and Memorial Hospital of Salem County

9. GI Call Agreement Pedro Q. Dayrit, MD and Memorial Hospital of Salem County

10. Urology Call Agreement Stuart M. Diamond, MD and Memorial Hospital of Salem County Critical Care Call Agreement Pulmonary & Sleep Consultants, PC and Memorial Hospital of Salem County

11. Psychiatry Call Agreement Dolly Mishra, D.O. and Salem Medical Center

12. GI Call Agreement Daniel E. Schufler, MD and Memorial Hospital of Salem County

13. Employee Lease Orthopedic & Neurosurgical Specialists, LLC and Salem Physician Practices, LLC.

14. Critical Care Medical Director Agreement Pulmonary & Sleep Consultants, P.C. and Salem Medical Center

15. Sleep Lab Medical Director Agreement Pulmonary & Sleep Consultants, PC and Salem Medical Center

16. Physician Advisor Services Agreement Wamiq S. Sultan, M.D. and Memorial Hospital of Salem County

17. Vishal Bahal, D.O. and Memorial Hospital of Salem County EKG interpretation and other services arrangement

18. Roberto Diaz, M.D. and Memorial Hospital of Salem County Stress Test Interpretation and other services arrangement

19. Chief of Staff Agreement between Manish Dadhania, M.D. and Memorial Hospital of Salem County

20. January 1, 2001 Agreement between Atlantic Lithotripsy, LLC and Memorial Hospital of Salem County

21. Unsigned January 1, 2021 Healthcare Consulting Agreement between Expert Health Care Solutions, LLC and Salem Medical Center

22. July 5, 2021 Purchase of Dr. Tavani Practice Assets by Salem Physician Practices.

23. July 1, 2021 Employee Lease Agreement between Legacy Treatment Services, Inc. and Salem Medical Center

24. September 24, 2021 Management Services Agreement between Legacy Treatment Services, Inc. and Salem Medical Center

25. Employment Agreement between Barry Berman and Salem Physician Practices, PC

26. Employment Agreement between Angela Oates and Salem Medical Professionals, PC

27. Employment Agreement between Bradford Bobrin and Salem Physician Practices, P.C.

28. Employment Agreement between Daniel Timmerman and Salem Physician Practices, P.C.

Employment Agreement between Denis Tavani and Salem Physician Practices, P.C.

Employment Agreement between Harish Kakkilaya and Salem Physician Practices, P.C.

Employment Agreement between Henry Ko and Salem Physician Practices, P.C.

32. Employment Agreement between James Hubbs and Salem Physician Practices, P.C.

Employment Agreement between Joseph Girone and Salem Physician Practices, P.C.

Employment Agreement between Michael Levy and Salem Physician Practices, P.C.

Employment Agreement between Mitchell Bober and Salem Physician Practices, P.C.

Employment Agreement between Paul Kouyoumdji and Salem Physician Practices, P.C.

Employment Agreement between Wai Lau and Salem Physician Practices, P.C.

August 1, 2018 Timeshare Agreement by and between Jefferson University Radiology Associates and Salem County Hospital Corp. as assignee of Salem Hospital Corporation

October 11, 2017 Timeshare Agreement by and between Southern Oncology Hematology Associates and Salem County Hospital Corp. as assignee of Salem Hospital Corporation

January 15, 2020 Timeshare Agreement by and between Scott Hollander, MD, Pulse Vascular, LLC and Salem County Hospital Corp.

#5 to Fourth Amendment to Membership Transfer Agreement

Attachment #6 Schedule 6.39 Schedule of Third Party Payables [SMC to provide]

Attachment #6 to Fourth Amendment to Membership Transfer Agreement

Vendor

IDVendor Name

Vendor

IDVendor Name

T401310WOODSTOWNURBANI503ITALIANKITCHEN M7003MHEALTHINFOSYSTEMSI001IZIMEDICALPRODUCTS

F200499BECKETTRDASSOCLLCJ521JIMCOLEMAN,LTD E1208BYPASSROADASSOCLLCJ731JOHNSON&JOHNSONHEALTHCARE A480A.M.CALIBRATIONSERVICESINCJ100JOHNSONCONTROLSFIREPROTECTIONLP A702ABBOTTLABORATORIESG113JOSEPHF.GIRONE M499ABBOTTRAPIDDIAGNOSTICINFORMATICSINC18JOYCES.KEATING

A700ABBOTTVASCULARK740KCIUSAINC

A543ACCESSHEALTHCARELLCK013KENSOLAIRWAYS A471ACCOUNTABLEHEALTHCARESTAFFINGINCK710KERMAMEDICALPRODUCTS

A107ADVANCETHERAPYASSOCIATESK018KEYSURGICAL

A729ADVANCEDMEDICALINCDBAVYGONUSAK126KO

NICAMINOLTABUSINESSSOLUTIONSUSAINC A046ADVANCEDSTERLIZATIONPRODUCTSSERVICESINCK125KONICAMINOLTAPREMIERFINANCE

A731AERGOSOLUTIONSA028LabCorp

A732AESCULAPB881LANTHEUSMEDICALIMAGING

U728AGILITIHEALTHINCG390LAWOFFICEOFJayAGanzman,LLC

N736AGILITISURGICALEQUIPMENTREPAIRINCO143LAWOFFICESOFTRACEYF.OANDASANP.C.

A775AIRPRODUCTSANDCHEMICALSL212LEGACYTREATMENTSERVICES

A740AIRGASUSAL075LGCCLINICALDIAGNOSTICS

A154AIVINC.L086LIFENETHEALTH

A764ALCONVISION,LLCL066LINKERESOURCES

A895ALIMEDINCH085LOUISCHERRING&CO

C351ALLIANCEHEALTHCARESERVICESD064MANISHDADHANIA

A127ALLIANTSTAFFINGLLCM429MASIMOCORPORATION

A350ALLIEDDOCUMENTSOLUTIONSANDSERVICESM077MAXCOMMUNICATIONSINC

A203ALLIEDUNIVERSALSECURITYSVCM748MAXIMHCSTAFFINGSVCSINC

A404AMERICANACADEMYOFSLEEPMEDICINEM386MDSAVE

A432AMERICANLEGIONAMBULANCEASSOCIATIONM444MED-LABEL

A224AMERICANPROFICIENCYINSTM471MED-LINKCOMPUTERSCIENCES,LLC

A148AMERICANREDCROSSM133MEDHOST

A215AMERISOURCEBERGENM123MEDI-DOSE

A014AMICOMMERCIALCLEANINGM090MEDIBADGE

A728AMOSALESANDSERVICE,INC.M794MEDLINEINDUSTRIESINC O212ANGELAOATES,MDM809MEDTRONICUSAINC

A174ANGIODYNAMICSINCM825MERITMEDICAL C208APIHEALTHCAREM158MES

A375APPLIEDSTATISTICSANDMANAGEMENTM239METZCULINARYMANAGEMENT H044AQUITYSOLUTIONS,LLCL059MICHAELLEVY

A820ARGONMEDICALDEVICES,INCM842MINDRAYDSUSA,INC.

A150ARHCSCWDSNJ01,LLCM436MINUTEMANPRESS A227ARMSINC.G820MIRIONTECHNOLOGIES(GDS)INC.

A970ARTHREXINC.M290MITCHELL&LINDSEYLLC

A256ATCHEALTHCARE1847MITCHELLCBOBER,DO C230ATLANTICCITYELECTRICM413MODERNCONTROLS

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Attachment #7 Exhibit H Loan Term Sheet

Term Sheet for Vendor Debt Financing

This Attachment #7 to the foregoing Fourth Amendment to Member Transfer Agreement sets forth a summary of the principal terms (the “Term Sheet”) relating to a certain loan (the “Vendor Debt Financing”) by Inspira Health Network, Inc., as Lender (“Lender”), to Salem County Hospital Corp., dba, Salem Medical Center, as Borrower (“Borrower”), to be made at the Closing of that certain Membership Transfer Agreement dated December 17, 2021 (as amended from time to time, the “MTA”) for the purpose of financing a portion of the accrued but unpaid accounts payable indebtedness of Borrower to certain vendors of goods and services provided to Borrower during the period prior to the Closing Date (as defined in the MTA)(collectively, the “Vendor Debt”). This Term Sheet shall serve as a basis for Lender and Borrower prior to the Closing to negotiate loan documents to set forth the terms, provisions, and conditions of the Vendor Debt Financing, which loan documents shall be comparable to those available to a similarly situated borrower for a market rate, arm’s length commercial loan for vendor debt refinancing, all in form and substance acceptable to Lender, in its sole and absolute discretion (collectively, the “Loan Documents”). This Term Sheet is not intended to be all inclusive with respect to other terms, provisions and conditions which will be addressed in the Loan Documents. Capitalized terms used but not otherwise defined in this Term Sheet shall have the definitions ascribed thereto in the MTA. Subject to the foregoing, the following outlines the terms of the proposed Vendor Debt Financing:

Borrower: SALEM COUNTY HOSPITAL CORP. d/b/a SALEM MEDICAL CENTER, a New Jersey nonprofit corporation

Lender: INSPIRA HEALTH NETWORK, INC., a New Jersey nonprofit corporation

Security: First priority mortgage lien on the real property owned by Borrower known as Block 81, Lot 4 on the Tax Map of Mannington Township, Salem County, New Jersey (the “Real Property”), as more particularly described in Exhibit A of that certain Amended and Restated Agreement of Sale (Block 81, Lot 4) dated April 22, 2022 between 310 WOODSTOWN URBAN RENEWAL, LLC, 330 WOODSTOWN URBAN RENEWAL, LLC, SALEM ASC URBAN RENEWAL, LLC, and WOODSTOWN DEVELOPMENT URBAN RENEWAL, LLC, each a New Jersey limited liability company, collectively, as Seller, and Lender, as Purchaser (as amended from time to time, the “Real Estate Agreement”).

First priority lien and security interest in all personal property of Borrower as described on Schedule 1 attached hereto and made a part hereof (collectively, the “Collateral”).

Attachment #7 to Fourth Amendment to Membership Transfer Agreement

It is acknowledged that the mortgage and security interests shall be recorded after the satisfaction of all pre-existing encumbrances on the Real Property and the Collateral.

Purpose: To provide the Vendor Debt Financing to facilitate the Closing of the sale under the MTA and related agreements, including the Real Estate Agreement by the projected Closing Date.

Loan Structure:

Loan Amount: The lesser of (i) $17,000,000.00 and (ii) the actual amount of the Vendor Debt as of the Closing Date as shown on the balance sheet of Borrower, as approved by Lender in its sole and absolute discretion under the MTA.

Closing Date: The “Closing Date” under the MTA.

Term: 10 years.

Maturity Date: The tenth (10th) anniversary date of the Closing Date (the “Maturity Date”).

Payment Terms: (i) Annual principal payments of $__________ shall be paid by Borrower to Lender on or about December 31st of each full calendar year of the Term occurring after the Closing Date; and (ii) interest during the Term on the then outstanding principal amount of the loan, with monthly interest installment payments payable on the first day of each calendar month of the term, with Borrower to pay any stub interest due for the month of Closing in cash at the Closing. All outstanding principal and accrued but unpaid interest and other obligations of the Borrower under the Loan Documents shall be repaid in full on or before the Maturity Date.

Interest Rate: Fixed at Wall Street Journal Prime Rate plus 1%.

Default Interest: After an Event of Default, the loan shall bear interest at 2% over the otherwise applicable rate of Interest Rate.

Late Fees: Greater of 5% of amount due or $500.

Prepayment: Prepayment at any time until the Maturity Date without penalty or premium.

Mandatory Prepayments: 100% of the net cash proceeds of the sale of Real Property or any material portion of the Collateral as shall be defined in the Loan Documents.

Guaranty: None.

Governing Law: Loan documents shall be governed by the laws of the State of New Jersey.

to Fourth Amendment to Membership Transfer Agreement

Jurisdiction: All actions arising with respect to loan documents or the loan shall be subject to and shall be heard before the federal court for the District of New Jersey or the state courts of New Jersey for the Salem County, New Jersey.

Loan Provisions: Loan documents shall contain terms, conditions, representations, warranties, covenants, events of default and remedies substantially similar to those customarily found a market rate, arm’s length commercial loan for vendor debt refinancing, all in form and substance acceptable to Lender, in its sole and absolute discretion

Fees and Expenses:

Lender Fees: Borrower will pay Lender’s (i) reasonable outside legal fees not to exceed $10,000.00, and (ii) all other costs of closing the loan, including, without limitation, title insurance fees and premiums, documentary stamps, and intangibles taxes.

Other Deliveries: Borrower shall deliver such other documents and information as Lender shall reasonably request.

Collateral: To secure the prompt and complete payment, observance and performance of the obligations and indebtedness of Borrower to Lender under the Loan Documents, Borrower shall assign to Lender and shall grant to Lender a security interest in and to all of Borrower’s right, title and interest in and to the following assets and property, whether now owned or hereafter acquired or arising, including, without limitation, all of the following now owned or hereafter acquired, as each such term shall be defined in the Loan Documents (collectively, the “Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Instruments; (iv) all Investment Property] (v) all General Intangibles; (vi) all Deposit Accounts; (vii) all Securities Accounts; (viii) all Commercial Tort Claims; (ix) all Documents; (x) all Intellectual Property; (xi) all Inventory; (xii) all Equipment; (xiii) all Goods; (xiv) all Letter of Credit Rights; (xv) all Fixtures; (xvi) all Accounts Receivable; (xvii) to the extent not otherwise included, all money or other property of any kind which is received by Borrower in connection with refunds with respect to taxes, assessments and governmental charges imposed on the Real Property or the Collateral or any of its property or income; (xviii) to the extent not otherwise included, all causes of action and all money and other property of any kind received therefrom, and all money and other property of any kind recovered by Borrower; (xix) to the extent not otherwise included, all collateral support and supporting obligations relating to any of the foregoing; (xx) all Books and Records pertaining to the property described above; and (xxi) to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of or in respect of any of the foregoing, and any and all Proceeds of any insurance, indemnity,

warranty or guaranty payable from time to time with respect to the foregoing.

FIRST AMENDMENT TO INDEMNITY GUARANTY AGREEMENT

THIS FIRST AMENDMENT TO INDEMNITY GUARANTY (this “Amendment”) is executed as of August 9, 2022, among CHA PARTNERS, LLC and HEALTHCARE LIMITED PARTNERS, LLC, jointly and severally (collectively the “Guarantors”), having offices located at 2 Broad Street, 4th Floor, Bloomfield, New Jersey 07003 in favor of and for the benefit of INSPIRA HEALTH NETWORK, INC., a New Jersey nonprofit corporation (“Inspira”).

RECITALS

1. Guarantors and Inspira entered into the Indemnity Guaranty Agreement (“Guaranty Agreement”) on December 17, 2021.

2. Inspira and SMC amended the MTA by way of a Fourth Amendment to the MTA dated of even date herewith (“Amendment”)

3. Guarantors and Inspira wish to amend the Guaranty Agreement as more fully set forth herein

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Guaranty Agreement and this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:.

1. Paragraph #2 of the Guaranty Agreement is hereby amended and restated as follows:

(a) Notwithstanding anything herein to the contrary, except in the case of: (i) intentional misrepresentation or (ii) actual fraud the aggregate liability of SMC and Guarantor for indemnification of a breach of any of Principal Representation (as that term is defined by the Amendment) shall not exceed Ten Million Dollars ($10,000,000.00), and

(b) Notwithstanding anything herein to the contrary, except in the case of: (i) intentional misrepresentation; (ii) actual fraud, or (iii) any breach of the Principal Representations: the aggregate liability of SMC and Guarantor for indemnification of a breach of any of representation, warranty or covenant of SMC contained in the MTA which is not otherwise a Principal Representation, shall not exceed Five Million Dollars ($5,000,000.00), ((a) and (b) above, are collectively the “Guaranty Amount”)) and,

Attachment #8 First Amendment to Indemnity Guaranty Agreement

1 of 3

(c) The foregoing notwithstanding, in all events and with respect to this Agreement: (a) Inspira shall not pursue any claim against SMC or Guarantor for indemnification for a breach of any of representation, warranty or covenant of SMC contained in the MTA unless and until the aggregate amount of claimed Losses alleged to have resulted from any and all breaches of any representations, warranties or covenants of SMC contained in the MTA exceed the aggregate amount of $500,000.00 (hereinafter the “Floor”), and upon such time as the Floor is reached, Inspira shall be permitted to pursue such claims against Guarantor that exceed the Floor without any other limitations except those express limitations set forth herein.

2. Capitalized terms in this Amendment not otherwise defined in this Amendment shall have the same definition as set forth in the MTA.

{Signatures appear on the following page.}

#8 First Amendment to Indemnity Guaranty Agreement

IN WITNESS WHEREOF, the undersigned have executed this First Amendment to Guaranty Agreement as of the date first above written.

GUARANTORS: CHA PARTNERS, LLC

#8 First

By: William J. Colgan Member HEALTHCARE LIMITED PARTNERS, LLC

By: William J. Colgan Member SUBSTITUTE GUARANTORS:

By: William J. Colgan

By: Steven M. Rosefsky

INSPIRA HEALTH NETWORK, INC.

By: Name: Title:

SLM-C-000014-22 10/14/2022 Pg 216 of 271 Trans ID: CHC2022246440

EXHIBIT

SERVICE LIST

Senator Edward Durr

3rd Legislative District 935 Kings Highway, Suite 400 West Deptford, NJ 08086

Nichole Jones 12 Charles Place Pennsville, NJ 08070

nich671@comcast.net

Amy Mansue, President & CEO Inspira Health 165 Bridgeton Pike Mullica Hill, NJ 08062

Mayor Donald Asay Mannington Township 626 Quaker Neck Rd Mannington, NJ 08079

donald.asay@icloud.com

Michael Gorman, President Salem Community College 460 Hollywood Avenue Carneys Point, NJ 08069

mgorman@salemcc.edu

Carly Melchert Parlante P.O Box 888 Elmer, NJ 08318

Brenda Goins

Salem Health & Wellness Foundation 91A South Virginia Avenue Carney's Point, NJ 08069

brendagoins@comcast.net

Ms. Jenny Stinnett

Fultz Maddox Dickens PLC 101 South Fifth Street, 27th Floor Louisville, KY 40202

jstinnett@fmdlegal.com

Assemblywoman Beth Sawyer 3rd Legislative District 935 Kings Hwy West Deptford, NJ 08086

Assemblywoman BethAnne McCarthy Patrick

3rd Legislative District 935 Kings Highway Suite 400 West Deptford, NJ 08086

AswPatrick@njleg.org

Pamela Micenti 95 Fenton Drive Carneys Point Township, NJ 08069

Robert R. Bender, Acting Chairman Salem County Chamber of Commerce 6 South Main Street Elmer, NJ 08318

rbender@elmerbank.com

10/14/2022 Pg 217 of 271 Trans ID: CHC2022246440

Harvey D. Saunders

11 Carolina Drive Pedricktown, NJ 08067

harvey.saunders@comcast.net

David Bailey, Jr. Executive Director Ranch Hope, Inc. 11 Lamplighter Drive Woodstown, NJ 08098

dbailey@ranchhope.org

Gordon Jacob Ostrum 1284 Kings Highway Pilesgrove, NJ 08098

Joan Hoolihan 177 Cook Avenue Salem, NJ 08079

Sister Carol Adams St. Mary’s Catholic Church 25 Oak Street Salem, NJ. 08079

Ben Laury 400 Salem Street Elmer, NJ 08318

Jennifer A. Jones, Executive Director Salem County Chamber of Commerce 429 Hollywood Avenue Carneys Point, NJ 08069

jennifer@salemcountychamber.com

Francis Kirk 108 Wiltshire Road Claymont, DE 19703

gheackirk@verizon.net

John R. Amrien, MD Mannington Medical Plaza 4 Bypass Road, Suite 201 Salem, NJ 08079

Shannon Reese Salem County Mental Health Board 110 Fifth Street Salem, NJ 08079

Mark Valente, Chair Salem County Economic Dev Council 84 East Grant Street Woodstown, NJ 08098

Patricia Bomba 628 Hawks Bridge Road Carney's Point, NJ 08069

MISTRY:· On behalf of Acting Attorney

·General Matthew J. Platkin, I would like to welcome

·everyone to this hearing, both those in-person and

For those attending in person, we ask that

please silence all electronic devices.· For those

·attending remotely, we ask that you please remain on

·mute when not speaking.· This hearing is being held

to the Community Healthcare Assets Protection

·Act, which we refer to as CHAPA.

are holding this public hearing regarding

·the proposed transaction between Inspira and Salem

·Medical Center.· Upon consummation of the proposed

Inspira will become the sole member of

·Salem Medical Center.· After the transaction has

Salem Medical Center will still remain in

·existence as a distinct entity.· As required by CHAPA,

·notice of this public hearing was published in English

·and in Spanish in the South Jersey Times on July 27th,

·2022 and August 4th, 2022.· Notice was also posted on

·Salem and Inspira’s websites, as well as in the

·hospital’s buildings.

proceedings are being transcribed, and

transcript will be available upon request to the

·Attorney General’s Office.· Members of the public may

written comments to the Acting Attorney General

·on or before August 16th, 2022, either by regular or

·electronic mail, to the addresses listed in the public

·notice of this hearing.· If during registration you

not sign up to speak and now wish to do so, please

your hand.· And for those participating

·remotely, either hit the “raise hand” button at the

of your screen or make sure your camera is on

raise your hand.

my colleague, Deputy Attorney General

Segeltuk (phonetic), is going to come down to

members of the public who didn’t register and wish

speak, and she’ll get your name.· So then, we’ll

you in order.· In order to accommodate everyone

wishes to be heard, we ask that speakers limit

comments to five minutes or less.· We will close

hearing at 12:00 P.M. or the close of all

whichever is later.· For those attending

hearing in-person, please abide by all current

health guidelines, including any masking and

distancing requirements.· Masks are available

anyone who does not have a mask.· Anyone who is

willing to abide by these guidelines will be asked

leave and participate remotely.

hearing is being conducted jointly by

R O C E E D

N G

Attorney General’s office and the Department of

·Health.· I’ll be conducting the hearing on behalf of

·Acting Attorney General Platkin.· With me today is

·Deputy Attorney General Eileen Segeltuk.· I’d like to

·introduce two individuals from the Department of

Stephanie Mazga (phonetic), Assistant

Division of Certificate Need and

and Michael Kennedy, Executive Director,

·Certificate of Need and Healthcare Facility Licensure,

·who will conduct this hearing with me on behalf of

·Commissioner Judith Persichelli (phonetic).

· · · · ·If this transaction is approved, it is

·anticipated that Salem Medical Center will continue to

·provide a full range of healthcare services to the

·community.· Before we call upon this afternoon’s

·speakers, we’d like to present a brief chronology of

·the events leading up to this hearing.· By letter

·dated October 15th, 2021, Salem Medical Center

·notified the Attorney General’s Office of the proposed

·transaction.· In response to questions posed by our

·office, the parties provided thousands of pages of due

·diligence materials that are available upon request to

Attorney General’s Office.· After examination and

·analysis of the information provided on July 7th,

·2022, we deemed Salem’s application complete.

Attorney General’s role under CHAPA is

·to determine whether the proposed transaction, with or

·without any specific modifications, is in the public

·interest as defined by CHAPA.· The transaction will

be deemed in the public interest under CHAPA

the Acting Attorney General determines that

steps have been taken to safeguard the

of the charitable assets of the hospital.· CHAPA

calls upon the Commissioner to determine whether

proposed transaction is likely to result in the

of the quality, availability or

of healthcare services in the community.

our examination is complete, the Acting

General will submit his recommendation to the

Court, which has final review over and

of the transaction.· The objective of this

is to solicit comments from the parties

members of the public, which

to your Salem Community College, the

quality, empowering and personalized

opportunity.· For those of you who know me,

know how serious today is.· I’ve got the jacket

is truly our privilege to be able to host

event, and it is a serious event.· And we are

·grateful for everybody who’s come out today.· Just for

information, the instruments that are down front

for the Loque Summer Theatre (phonetic), who has

production of Singing in the Rain, Friday and

night.· If you need tickets, I can take care

it.· I know a guy, okay?· So, thank you so much for

out here.· And please, if there’s anything we

do to help you while you’re here, let us know.

you.

MISTRY:· Thank you.· Next up, Ms. Tammy

·Torres, CEO of Salem Medical Center.

TORRES:· Good morning.

·MR. MISTRY:· Ms. Torres, you’ll have to --

·MS. TORRES:· Good morning.· My name is Dr.

·Tammy Torres.· I have been with Salem Medical Center

about six years.· I entered SMC under Community

Systems, the prior for-profit owner.· I also

part of the team that led the changes to non-

As a single standalone hospital, we

many challenges, which we were --

·successfully overcame.

·The hospital was able to broaden its

under the new non-profit organization.· We

programs under obesity, under Dr. Kakalia

bariatric surgery.· We did addiction

intellectual developmental disability.· We

a new wound care center with a hypobaric

We have acute care hospital services at home

Dr. Sultan (phonetic), and we put in an

·outpatient pharmacy, Antela Medicine (phonetic) to

some of the critical needs of our community.

last two years have proven to be the

trying, due to the pandemic.· And as you all

under that, we did have an order to stop all

surgeries as well as outpatient, and we

with that.· With that being said, you know,

the

in assessing the

will first hear from the

of Salem Community College, Salem

Center and Inspira.· So first up, I’d like to

Mr. Michael Gorman, President of Salem Community

and a board member of Salem Medical Center.

GORMAN:· Thank you so very much, and

greatly impacted the single standalone hospital

a financial standpoint.· Our finances did not

hence the reason we’re here today.

have been nothing but less than amazed by

resiliency of our staff, their commitment,

of both our staff, and also physicians,

their determination under these circumstances to

·continue to serve our community.· I firmly believe

·that the partnership with Inspira Healthcare Network

·would ensure that SMC will continue to serve the

·healthcare needs of Salem Medical Center, and also the

·needs of all our residents.

· · · · · ·This partnership will bring about stability

the continued growth for the center, and services

·for our community.· Without this partnership, there is

·a strong possibility that there will be a healthcare

·desert in this county, compromising our residents’

·health and access to care.· In conclusion, I am in

·full support of this partnership with Inspira.· Thank

·you for your time.

· · · · · ·MR. MISTRY:· Thank you.· Next up, Amy -- Ms.

·Amy Mansue, President and CEO of Inspira Health

·Network.· Sure.

· · · · · ·MS. MANSUE:· Thank you very much.· My name

·is Amy Mansue.· I have the privilege of being the CEO

·of Inspira Health System for the last two years. I

·want to thank the Attorney General’s Office and our

·colleagues at the Department of Health.· We know it’s

·been a tremendous effort on your part, and we are

·grateful to be here today.· Inspira is also grateful

·to Salem County leadership, the SMC corporation, the

·physicians, nurses and all employees who have worked

·through the last very difficult times, especially

·through COVID.· All of your dedication and energy and

·commitment you’ve given to this community is

·absolutely remarkable, and we are grateful as we are

·grateful to our own teams at Inspira.

· · · · ·

history of our hospitals are filled with

·stories of passionate people who wanted to better a

·community, to provide access for health services.

·Whether it was through fundraising or donations or

·teamwork, we see it happening over the last hundred

·years.· Both here, and then also we have an example of

·it for a shorter period of time in Elmer.· Whether it

·was a group of women in Bridgeton in the late 1890s

told their influential husbands that they needed a

·city hospital, or the people of Salem County

after World War I who held fundraisers,

the hotel, created the Soldiers and Sailors

Salem County, who participated in the Great

all of that came from heart.

came from people who are trying to do

who want more for their community and who know

is absolutely critical for us to partner together

succeed.· I share this history today to remind us

how integral our hospitals have been to our

Of course, healthcare in the 21st

11

looks very different.· And we will need to

sure we all adjust to these very difficult

·changing times that we find ourselves in.

pandemic has taught us many lessons,

·including the vital importance of working together to

the clinical needs of our community that we

·serve.· The challenge that we faced allowed us to come

·together in partnership, to make sure that we were

okay, that we had what we needed.· And most

·importantly, that our communities had what they

are honored and excited by the potential

·benefits of Salem Medical Center in joining the

·Inspira network, and to explore how we can improve

·things.· But that can only happen in partnership.

·We’ve just finished our community health needs

·assessment at Inspira as required by federal law, that

·happens every three years.· And the challenges that we

·face in Salem County are comparable to the challenges

we see in our other counties.· There’s food

·deserts.· There’s immense poverty.

· ·The ability for us not to be able to do the

·basics, food, water, shelter, undermine all of the

·strength of what our folks are facing.· We need to be

·able to build the trust, the trust of community, the

of our staff and colleagues, the trust of our

·physicians.· And we have to create a vision of what

·hope looks like.· We know that these have been trying

·times, and maybe even trying decades.· But what we

·know is that together, we can achieve great things.

the reason I have such confidence about

·that is because I’ve seen it happen.· I’ve seen in

·happen in communities throughout these counties, both

·Cumberland and Salem, that had smaller hospitals that

·either had to be merged into one in Vineland, or in

·Elmer, that actually through the synergies that we

is actually nationally recognized in many areas

we deliver service.· We know that that can happen

we have talented people who are committed,

at Salem as well as at Inspira.

are honored to be here today.· We are

that the Attorney General’s Office and the

·Department of Health is giving us the consideration.

do want to thank the teams from both Salem and

·Inspira, who have worked so hard to get us to this

·point.· And I want to say tremendous gratitude to the

officials who’ve pulled me aside and set me

and made sure that we understand that we can

lose sight of the most important thing, which

the people of Salem County.· Thank you so much for

·the honor to be here today.

· · · · · ·MR. MISTRY:· Thank you.· Next up, we have

·online the Honorable Edward Durr, Senator from the 3rd

·Legislative District.· Sorry, technology.· As we solve

·the technical issue of Senator Durr, Senator Durr, if

·you can hear me, if you can unmute yourself from your

·computer?

· · · · · ·MR. DURR:· It’s unmuted.· Can you hear me

·now?

· · · · · ·MR. MISTRY:· Now we can, Senator.· Go ahead.

· · · · · ·MR. DURR:· All right.· Well, good morning.

·And I wanted to thank the Salem Community College for

·hosting this event.· As Senator of the LD-3, also

·encompasses Salem County.· As a former resident of

·Salem County, I lived there for 30 years, I raised a

·family there and frequented Salem Community Hospital

·many times.· And I know the great people who work

·there.

· · · · · ·But also, I do have an experience with

·Inspira.· And I believe that, you know, Inspira is a

·regional leader in behavioral health, and in the great

·area of the community.· You know, they have a long-

·standing commitment to increasing healthcare in South

·Jersey.· So, I believe that the blending of the two

·hospitals will, you know, will be a benefit to the Page 15

·people of, you know, Salem County.· So, I -- I fully

·support this acquisition by Inspira, and I would like

·to see it move forward.· Thank you.

· · · · · ·MR. MISTRY:· Thank you, Senator.· Next up, we

·have Dr. Daniel Timmerman, Chief of Surgery, and a

·board member of Salem Medical Center.

· · · · · ·DR. TIMMERMAN:· Hello?

· · · · · ·MR. MISTRY:· Got it.

· · · · · ·DR. TIMMERMAN:· All right, thank you.· So,

·thank you to the Attorney General’s Office and the

·Department of Health for getting this done in just

a year.· This is good for us.· We appreciate the

of this.· Salem Hospital has been through a lot

the pandemic, and as a board member, I’ve seen

·them go through it.

· · ·I’m a surgeon, as you mentioned, at Salem

Center.· I’ve been here for about eight years

I’ve been on the advisory board for about two

·years.· I want to talk a little bit about numbers.

from a geographical standpoint, Salem County has

65,000 residents.· The way healthcare is

and I know this from referral patterns, is

sort of an east Salem County and a west Salem

We are on the western side of Salem County.

middle line is Woodstown.

Hospital serves much of the western

·part of Salem County.· The most populous place in

·Salem County is Pennsville Township.· There’s about

·13,000 people that live in Pennsville Township.· The

·distance from Pennsville to Salem Hospital is about

·eight miles.· The distance to Pennsville to Inspira,

·which is in Elmer, which is part of this county, is 21

·miles.· The distance from Pennsville to Cooper

·Hospital, which is in Camden, is 34 miles.· And the

·distance from Pennsville to Christiana, where we’d be

·sending people from New Jersey over to Delaware, is 14

·miles.

·

without this hospital, where it’s

·situated, we’re going to leave a lot of people needing

·healthcare.· Now, that’s just Pennsville Township.· If

·we consider Carneys Point Township, Mannington

·Township, Pennsgrove Borough, Salem City, all of which

·are in within 10 miles of our hospital, you’re talking

·half of the -- of the county of Salem.· It’s 33,500

·residents.· So, these residents need healthcare.

Ms. Mansue talked about the basic needs,

·food, water, shelter.· Another basic need is

·transportation.· We have a lot of residents in Salem

·City and in Pennsville who need -- who need support in

·getting to the hospital, so we have a busing system.

have an ambulance system here in place where the

·patients can get to us.· For them to get to Elmer or

·to Cooper, or even go across the bridge to Delaware,

be an even bigger burden for them.· For these

·reasons, I feel like this partnership is very

·important to the vitality of the healthcare in western

·Salem County.· Thanks.

·MR. MISTRY:· Thank you.· Next up, we have

·Reverend Awood Jones, a member of the board of Salem

Center.

JONES:· Good afternoon.· I’d like to

those that have arranged this public forum to

place, those of the AG Office and of the

of Health.· I also want to take this time

thank all those that have assembled themselves here

afternoon in representation of why Salem Medical

must continue.· Thank you.· I certainly want to

a deep thank you, deeply thank Tammy Torres.

CEO -- CEO of the staff, all of her team for --

board for their consistent leadership presented

these precedented times.

stated, my name is Reverend Awood A.

I currently -- I currently serve as the pastor

the Mt. Zion Baptist Church of Salem.· My tenure is

12 years.· I’ve also been a board member for

·approximately five years.· After 42 years of marriage

·and 25 years of retired service for the Department of

·Corrections of New Jersey, and four years serving at

·-- in the Air National Guard, I’ve come to find out

·that relations and relationships are worth more than

·silver and gold.

· · · · · ·I’m sure Mt. Zion and her community, along

·with many other community leaders, would agree with me

·that Salem Medical Center, over the many years, has

·continued to build relations and relationships in her

·community.· Salem Medical Center has continued to

·connect with her community, effectively communicate

·her -- her mission, being consistent in her efforts,

·providing a compassionate care for her community.

·With the leadership of Tammy Torres, her team --

· · · · · ·MR. MISTRY:· If you tap the button at the base

·of the microphone -- yeah, just tap it once.· It

·should turn back on.· If there’s -- if it’s a green

·light, it’s working.

· · · · · ·REV. JONES:· With the leadership of Tammy

·Torres and all the professional leaderships that have

·been -- professionals that have been under her

·leadership, they have been able to navigate the

·unchartered waters of this COVID-19 era.· This

·leadership continues to provide the necessary critical

·care, emergency services and acute care during these

·unprecedented, difficult times, placing themselves on

·the frontline for the care of our community.

· · · · · ·There are those who will never say thank

·you, and there are those that will never know the toil

·behind the scenes to continue to communicate the

·mission of care for our community.· I want to thank

·you for this opportunity, and for these services that

·Salem Medical Center has provided so greatly for us,

·especially during these times.· And if I may before I

·take my seat, a very good friend of mine, who is

·native-born of Salem, who had a successful procedure

·at Salem Medical Center, he said to me, “When I am in

·dire need of medical care or emergency treatment

·services, don’t pass the Salem Medical Center trying

get me to a hospital across the bridge, where my

are on this side.”· Why do we need this

to take place?· We as the community say,

don’t pass us by when our needs are on this

·side.”· Thank you for your time.

MISTRY:· Thank you.· Next up we have

Goines, the Executive Director of the Salem

and Wellness Foundation.

GOINES:· Hi, good morning.· Thank you

being here.· I’m Brenda Goines, Executive Director

19

Salem Health and Wellness Foundation, and I also

on the board of trustees at Salem Medical Center

our grant agreement between our two organizations.

Medical Center has served residents of Salem

for more than 100 years.· Because of its long

·history and vital role in the community, we at the

·foundation are supportive of Salem Medical Center

with Inspira Health Network.

Salem Health and Wellness Foundation was

·created to serve the health needs of Salem County

And over the last 20 years, the foundation

·has supported the work of area non-profits who serve

·our residents through grant funds totaling more than

·$58 million.· In 2018, the foundation made a

·commitment with Salem Medical Center to invest

·substantial funds to help the hospital remain open,

·make needed improvements and set itself on a

course for the future.

understood that our small rural

·standalone hospital would, in the future, need to

·align with a larger hospital system to grow its

·services for our residence.· Inspira is now poised to

·benefit greatly from this substantial investment by

·the foundation as they take Salem Medical Center to

·the next level of healthcare in Salem County.· Our

is that Inspira’s plan for Salem Medical Center

prove to be the best one as they seek to serve

·the health needs of our residents at a level they

·deserve.· Thank you.

MISTRY:· Thank you.· Next up, we have a

·return visit by Mr. Gorman, the president of the Salem

·Community College and a board member of Salem Medical

GORMAN:· Given the gravity of the

it requires the jacket.· We’re proud to be

the hearing today here at the college, and we

the importance of this partnership that’s

As president of the college, I can affirm

our nursing program -- both our nursing programs

very tightly aligned and connected to both the

Medical Center and Inspira, with our students

true clinical experiences in hospital

nursing programs here at SCC are among

highest rated in the state, and part of that is

to the relationships we have with both SMC and

As a citizen of Salem County, I believe that

Salem County, which has been called for a hundred

and probably will be for another hundred,

of the actual ownership, it’s really an

·essential organization to our population.· Every

·member of my family has had to use the services of

·Salem Hospital at one time or another, and not simply

·the emergency room.

· · · · · ·Having a hospital in the county makes us

·more appealing as a place for people who wish to

·reside here, as well as businesses that would like to

·be part of our community.· We are remote, but we have

hospital within 15 minutes of just about everyone in

·the county.· People don’t really care whose sign is

·out in front.· They really don’t care whose logo is on

·the sheets.· They just want to feel better and go back

·home.

· · · · · ·Also, as a board member for Salem Medical

·Center, I know this is a necessary business

·transaction.· SMC is a COVID casualty.· Just as we

·were seeing progress and moving into a stable

·financial position, COVID hit and we fell victim not

·only to its health wrath, but to its fiscal fallout.

·No one joined this board with the intent other than

·serving the people of Salem County.· In closing, I

·support this partnership of Salem Medical Center and

·Inspira as the college president, a citizen of Salem

·County as well as a board member.· Thank you.

· · · · · ·MR. MISTRY:· Thank you.· Next up, we have the Page 23

·Honorable Beth Sawyer, Assemblywoman from the 3rd

·Legislative District.

· · · · · ·MS. SAWYER:· Good afternoon.· I’d like to

·thank the Attorney General’s Office and the Department

·of Health for having this event today and Salem County

·Community College for hosting us.· I am a proud

·representative of the Salem County residents, and I’m

·here on behalf with them.· I’ve had many experiences.

·I have two children, so I’ve made those -- the

·hospitals.

· · · · · ·I happen to live in Woolwich Township, which

·is Gloucester County, and I have seen Inspira come in

·and create such an exceptional healthcare program for

·the residents of Gloucester County.· I would like to

that come down here to Salem County.· Quality

is so important, and especially to the

that are in need.· I just want to bring up some

points about why it’s important to me to see

happen.

·stabilize the medical staff.· Inspira has a growing

residency program, and a growing physician

They understand the complexities of recruiting

retaining doctors and other providers.

Salem nurses have bene the bedrock in

hospital and our community, and for generations,

·they have been the heartbeat of this hospital.· They

more stability and a clear vision for their

It is imperative that the emergency

services be stabilized.· Inspira’s five ERs

more than 160,000 visits per year.· They have the

·economies of scale and expertise to enhance emergency

·services here in Salem.

serving all of Salem County, Inspira will

able to provide and enhance levels of service,

·transporting and transferring patients to the most

·appropriate level of care.· They have established

·systems for providing transportation to doctors’

and outpatient services like imaging for

who don’t have transportation.· This would be

helpful to many residents in our community.

·Many residents leave the county for

·inpatient care, especially services like cardiology,

·orthopedics and other surgery.· If Salem is integrated

·into Inspira Health, that would change over time.

is a regional leader in behavioral health, an

of great need in our community.· There’s a long-

·standing commitment of Inspira Health to increase

·access to care in South Jersey.· The organization

a pulse on the unique and growing health and

·wellness needs of the communities it serves, building

opening new care facilities that do just that.

I’d like to say that I am in full support of this

Thank you.

MISTRY:· Thank you.· Next up, the

·Honorable BethAnne McCarthy-Patrick, Assemblywoman

the 3rd Legislative District.

MCCARTHY-PATRICK:· Hello.· Thank you

Department of Health, AG Office and Salem

College for hosting.· I had some notes, but

just going to go with a little personal aspect. I

born and raised here, still live here today. I

in -- across the street from Salem Hospital.· I’m

familiar and friendly with several of the

organizations are focused on taking

of families, our friends and our neighbors.· They

a deem commitment to communities that they

There’s already an overlap in the service

and many staff in physicians have worked for

organizations.· There’s a critical need to

staff.· I also work for Inspira.· I’m a

EMT retired.· I retired from that after

years and still went back, so decided to be an EMT

Inspira as well.· Great organization.

something like -- doesn’t need to

should happen, it has to happen.· The

·partnership has to happen.· I lived in Pennsville for

·-- born and raised there as well, so I was very

·familiar.· And I was happy that Dr. Timmerman brought

·up all the statistics.· And yes, it is just eight

·minutes.· In transporting patients in a 911 aspect for

·so many years, unfortunately, there were times that

·oh, I want to go to Christiana, oh, I want to go here

·because Salem didn’t really have that or whatever.

·And it wasn’t Salem’s fault.· ·That’s just what the

·patients wanted.

· · · · · ·So, I think with this partnership and

·Inspira being so more regionalized and well-known,

·this is going to be a good thing, it really is.

·Again, that was my time and I appreciate everything.

·Thank you.

· · · · · ·MR. MISTRY:· Thank you.· Next up, we have

·Mayor Donald Asay from Mannington Township.· Mr.

·Mayor, I hope I pronounced your last name correctly.

· · · · · ·MR. ASAY:· I’ve had worse.· Good morning.

·My name is Donald C. Asay.· I’m the mayor currently of

·Mannington Township.· As you’re aware, Mannington

·Township serves as the host community for the hospital

·facility.· Having served in Mannington Township

·government for over 30 years and a quarter century as

·mayor, I’ve seen many changes in the hospital’s

·operation.· Most. have been positive, and I believe

·all have attempted to improve the delivery of needed

·healthcare services to the residents of western Salem

proposed acquisition of the Salem

Center by the Inspira Health Network provides

new opportunity for a continuation, improvement and

and maybe an expansion of healthcare, we hope, for

residents.· At president, there’s -- at present,

a critical need, as was mentioned earlier, for

the medical staff.· That’s one of the

I hear regularly, that doctors are leaving.

understands the complexities of

and retaining doctors and other providers.

has a growing medical residency program and a

physician group.· The nursing staff, which

represents the face of the hospital, deserves

stability and a clearer vision for the future.

Inspira acquisition provides that opportunity.

positive results of Inspira serving all

Salem County would seem obvious.· Inspira’s success

integrating the Elmer Hospital Services into the

Health Network bodes well for the same outcome

the Salem Medical Center.· This opportunity

the Salem County Residents with an enhanced

27

of service.· These efforts will -- excuse me,

missed one here.· These services will assist

working to receive the most appropriate level

care across the Inspira Health Network.

efforts will likely impact the

who currently choose to leave the area for

and outpatient care.· The new and much

behavior health program at Salem Medical Center

flourish under the Inspira Health Network, and

Inspira will provide voluntary and

admission services to the residents in

·distress.

·

I believe all the efforts to

·provide Salem County residents with quality health

were well-intended.· The Inspira Health

·Network is committed to our western Salem County

and provides a long-term focus on those

and growing health wellness needs.· Mannington

welcomes Inspira Health Network to the heart

Salem County, Mannington Township.· Thank you.

·MR. MISTRY:· Thank you.· Next up we have Ms.

·Pamela Micenti, a nurse from Salem Medical Center.

·MS. MICENTI:· Good afternoon.· My name’s

·Pamela Micenti.· I am a registered nurse at Salem

·Medical Center.· And I’m speaking on behalf of our

·nurses’ union, Local 5142.· Since we organized our

·union with HPAE over a decade ago, the staff has been

·through a living nightmare in the succession of

·owners.· We have lost numerous staff and services due

·to mismanagement, experienced threats to our union’s

·status and worked under horrible conditions.

fact, it took us until 2019 to finally

our first union contract with the current

who then immediately went on to violate the

I’m nervous, sorry.· Salem County Hospital

the current owners, may have returned SMC

a non-profit status, but the hospital has suffered

over many years of turmoil with these for-

owners.· The staff has managed to persevere

all the hardships, threats and uncertainty.

know that Salem Medical Center is

to the healthcare needs of this community,

that was lost on all previous and current

Because Inspira has a working relationship

HPAE locals and other hospitals in the area, we

we will not be stonewalled as we have been in the

We look forward to a positive labor

with Inspira Health.

would like to request that the Attorney

Office and the Department of Health

·recommend a full 10-year term of operation.· As Dr.

·Timmerman said, Salem Medical Center is the only

·hospital in this area, with the closest option in

·Delaware, which is still a minimum of 14 miles away.

·Salem Medical Center is a vital part of the community,

we look forward to it finally being treated as

·such.· Thank you.

· · · · ·

MISTRY:· Thank you.· Next up, we have Ms.

·Jennifer Jones, the Executive Director of the Salem

·County Chamber of Commerce.

· · · · · ·MS. JONES:· Good morning.· Thank you for

·being here, and thank you for hearing all of us today.

·As mentioned, my name is Jennifer Jones.· I’m the

·Executive Director of the Salem County Chamber of

·Commerce, and I’m a lifelong resident of Salem County

·and specifically Salem City.

· · · · · ·Several folks have mentioned that it’s only

·14 miles to Delaware.· 14 miles in Delaware traffic,

·having worked over there for many years, could really

·mean the difference between life and death for folks.

·The traffic over there is horrific.· I live in Salem

·City.· I’m five minutes from the hospital, literally.

· · · · ·

getting into the formal portion.· That

·was more my personal experience.· But on behalf of the

·Salem County Chamber of Commerce and our 400 business

here in the county, I’m here to extend our full

·support to Inspira for the Salem -- for the Inspira

Medical Center merger.· We see this as an

to build and enhance services for our

under the larger Inspira umbrella, creating

job stability for current and future staff, and

valuable medical services for our community.

-- we as the Chamber Board have been very

We have both Tammy Torres and Amy Allen

Inspira on our boards.· They’ve kept us up to

every month on this process.· So, we feel

that it’s a great thing for our community.

to the challenges of maintaining a small hospital,

have already experienced many residents choosing

hospitals for inpatient care

services.· Inspira has already made a

impact on South Jersey by focusing on

access to high-quality healthcare services.

look forward to Inspira serving all of Salem

and bringing healthcare services that improve

lives of all of our residents.· Thank you very

MISTRY:· Thank you.· Next up we have Mr.

Bailey, the Executive Director of Ranch Hope.

BAILEY:· Good morning.· My name is Dave

31

Jr., and I reside in Woodstown, New Jersey. I

to thank the Office of the Attorney General and

·the New Jersey Department of Health for providing this

·opportunity for a community comment regarding the

·proposed acquisition of Salem Medical Center and

assets by Inspira Health Network Incorporated.

personal experienced with the Memorial

·Hospital of Salem County. i.e. the Salem Medical

extends back to my birth, back in 1967.· And

when my mother served as a registered nurse, and

in the quality assurance departments.· Our

calendar and daily schedule were determined by

Mom’s 7:00 to 3:00, 3:00 to 11:00 or 11:00 to

shift.· I’ve come to know the hospital as part of

fabric of this county, not just as the primary

·healthcare provider, but as a major employer and

·economic engine whose team members play important

in serving throughout the greater community.

now serve as the Chief Executive Officer

Ranch Hope, a 501C3 non-profit organization.

its 58th anniversary, Ranch Hope is

·headquartered here in Salem County and employs over

·200 full-time staff members.· Ranch Hope’s core

·mission is residential treatment services conducted on

Alloway campus, situated on over 150 acres.· Ranch

wide range of therapeutic services address the

·behavioral, emotional, social, educational and

·spiritual needs of adolescents from throughout New

who were referred by the New Jersey Department

Children and Families, family courts throughout

·southern New Jersey and statewide school districts.

nationally-accredited residential shelter and

living programs and residential programs

up to 75 youth each day, and feature a

private school for middle and

school age students.

Hope is a healing community for

youth and families, a healing community that

on a myriad of partnerships to provide high-

services.· One of those key partnerships is

our local community hospital, and we fully

this acquisition.· Having access to another

in providing mental health services will only

the quality of services we provide for

youth and families from not only here in

County but throughout the state of New Jersey.

additional local high-quality

access for the hundreds of children and

we host during summer camps, outdoor leadership

and Salem County’s youth mountain bike team

·is paramount.· In addition, our employees that reside

·in Salem County will now benefit by having access to a

·preferred in-network hospital with the Ranch Hope’s --

·within Ranch Hope’s healthcare network for when they

·and their family members need healthcare too.

· · · · · ·At Ranch Hope, we define hope as an

·expectation of success.· We are grateful for Inspira

·Health Network’s continued interest in and action for

·bringing hope to Salem County’s residence.· And we are

·so thankful for the current team at Salem Medical

·Center, and all they have done over the last number of

·years in holding the fort for the citizens of Salem

·County.· Thank you very much.

· · · · · ·MR. MISTRY:· Thank you.· Next, we have a

·number of members who are present here -- of the

·public who are present here today, who’ve signed up to

·speak.· Before I start calling those who have signed

·up, I would just like to ask that when you do come up

·to the microphone, if you could just state your name

·and address.· The reason why is because everyone who

·speaks today, including all our prior speakers, you

·become an interested party in the -- the court

·proceeding in which the -- the transaction will be

·reviewed by the Superior Court, and -- for their

·approval.· That’s the only reason why we’re asking for Page 35

1· ·your name -- for your address.· You’ll receive a copy

·of the court filings.· So with that being said, the

·first person we have signed up is Dr. Gordon Ostrum

·(phonetic), the Deputy Director of the Salem County

·Board of Commissioners.

· · · · · ·DR. OSTRUM:· Thank you very much.· My name

·is Gordon Jacob Ostrum Jr. of 1284 Kings Highway in

·Pilesgrove, New Jersey.· That’s 08098.· I have no

·prepared remarks, so forgive me if I ramble a bit. I

·want to thank the Attorney General’s Office, the

·Department of Health and Dr. Gorman and the college

·for hosting this event.

I felt that I really need to comment

I have a very long perspective on what I knew

at Salem County Memorial Hospital, which was

my father began practicing when I was four years

So, I grew up accessing care at Salem.· And I --

really don’t want to repeat any of the very salient

made by the preceding speakers, so I’ll try not

do that.

I did work for Bridgeton Hospital and Elmer

·Hospital.· And in full disclosure, I spent the bulk of

·my career at the Nine Million Pound Gorilla,

·conveniently located or inconveniently located just

·across the river.

that time, I saw and we’re all seeing

a change in the practice of medicine.· And the --

·not all for the good.· A lot of it is because the vast

·expansion of knowledge and expertise, so it becomes

·more difficult to deliver everything in one location.

it became evident to me that an independent free-

·standing general hospital like Salem was, was doomed

·to failure.· And unfortunately, Tammy and her

it’s no fault of theirs.· This is the

·healthcare system.

when I became freeholder and now

·commissioner, I was placed as the liaison to the

·County Department of Health and Human Services, and

·that’s where I got to work with Tammy and Brenda

·Goines, and I was impressed by their passion.· And

·there’s still a lot of people at the hospital that I

·knew from my tenure practicing there, and they’re so

·devoted and they give such good care.· And they really

·are committed to this community.

late, I’ve been able to work with

·Inspira, in particular Ms. Mansue and Robin Walton

·(phonetic), and I’m impressed by their passion but

·also their vision to incorporate Salem as part of

·their network.· And let’s face it, in today’s world,

about networking.· We have an IT.· We

to be able to access information for healthcare.

can interact with your professionals and share the

I think this is a great opportunity for

institutions, and most of all, our community that

been privileged to be elected to serve.· And our

will benefit from this liaison, and everyone

us will receive better care.· So, I can

say I am four square behind the

of Salem Medical Center and Inspira.

you very much.

MISTRY:· Thank you.· So, in true fashion,

can’t read a doctor’s handwriting.

AMRON:· I’m Dr. John Amron (phonetic).

been a physician for 40 years in New Jersey, and

I was growing up, going through medical

I always thought I’d come back to the

and practice here, and I did.· I was a

of the staff of, again, Salem County Memorial

for 20 years.· While I didn’t work for

the majority of the time at Salem Hospital.· The

has been great.· It’s been trying as times.

been Chief of Staff multiple times, Chief of

multiple times, board of trustees multiple

So, I have a little bit of perspective.

· · · · · ·This is the third time I’m back here in

·front of the board and the Attorney General since we

·were involved in the original conversion to for-

·profit.· Not our original choice.· Would’ve been non-

·profit regional.· Didn’t happen.· Had CHS here for a

·while, initially good.· Then, slowly stuff started to

·fade.· They got megalomania, purchasing everything,

·over-purchased, economy crashing.· Then, they started

·divesting and stopped spending money in the hospitals.

·Then, in the eleventh hour, they had a deal with Prime

·Healthcare, which did not -- did not go through,

·fortunately.· And then, CHA came up.· And from CHA to

·present, that’s why we’re here today.

· · · · · ·What I’d like to say is, people want good

·acute hospital care locally.· That’s where people go.

·Statistics show 90-95% of people stay local if

·services are available.· These people in this

·community, all the community members have supported

·the hospital for time immemorial and continue to do

·that.· Nursing staff has been fantastic.· The hospital

·workers have been fantastic, and the medical staff.

· · · · · ·As you’ve heard some of the previous

·speakers, we’ve had quite a loss of a number of

·hospital staff -- probably -- or, medical staff.

25· ·We’ve lost about 25 physicians over the past two or Page 39

1· ·three years, retirements, deaths, relocations.· We

·need to reload in some of the specialties, get younger

·physicians in the area and hopefully that’s going to

·happen.· Also, we need to reload our nursing

·department, which I hear is now going to happen at the

·community college level.· They’re increasing the

·number of nurses they’re taking, and they’re making

·the program’s turnover a little bit quicker.· That’s

·what we’re looking for here.

· · · · · ·All along, community fantastic.· Would not

·live any other place.· Best people in the world.· They

the best healthcare.· The people, if this does

happen, that will be impacted are going to be the

and the elderly that can’t -- they want to go to

local hospital.· A lot of them don’t have family to

anyplace else to, you know, visit them or come see

and they want to be in the area.

as I say third time’s a charm with

·Inspira.· We tried two times previously.· One is South

Medical Center.· One is Inspira.· And finally,

Ms. Mansue has had the foresight and the insight

improve access for all the people in Salem County.

you.

· ·MR. MISTRY:· Thank you.· Next up, we have Ms.

Ryder-Bay (phonetic).

· ·MS. RYDER-BAY:· How are you?· My name is

·Joanna Ryder-Bay.· My address is 124 South Hook Road,

·Pennsville, New Jersey.· I’ve had the privilege to be

·with Inspira Healthcare for some -- for 32 years.

·Also, for Salem Medical Center for the last five

·years.· I also teach at Salem Community College, so I

·have a wide variety of experience.· I am so looking

·forward to this merger.· Salem Community Hospital

·needs this.· They have the best nursing staff I’ve

·ever seen.· They need the merger to be -- we just need

·it.· We need it.

· · · · · ·My second question is, what is going to

·happen with the hospital?· Will the hospital stay

·open?· Are they going to close it for renovations?

·Like, what is going to happen as far as, will the

·nurses still have their jobs?· It’s a concern.· It’s a

·concern for everybody.· But I am totally for the

·merger, and I thank Tammy Torres.· I thank Salem

·Community College.· I thank Amy Mansue.· Thank you.

·It -- this is going to be a wonderful merger.· Thank

·you so much.

· · · ·MR. MISTRY:· Thank you.· Next up, we have Ms.

·Joan Hoolihan (phonetic).

·MS. HOOLIHAN:· My name is Joan Hoolihan. I

·reside at 177 Cook Avenue, Salem, New Jersey.· I’ve

in this rural community for several years, and

·more than I can remember.· I have watched the

·transition of Salem Hospital go from exceptional when

·I first came into being taken over by for-profit

·entities, which in my experience as a religious

·community member, has never been particularly

the case of Salem residents, they are for

a service provider, a caring, committed rural

that just need help.· They just need help.

as a taxpaying person and a voting member, I think

taken far too long for a larger institution,

I’m familiar with, I have family members who

at Inspira in Mullica Hill, I’ve used the

at Salem Hospital, which I was very pleased

But it’s -- it’s time.· It’s truly time now to

the people of Salem County.· Thank you.

MISTRY:· Thank you.· Next up, we have

Carol.

CAROL:· Oops.· I didn’t realize I

my name to speak, but that’s okay.· I’m never

a loss for words.· My name is Sister Carol.· I’m a

chaplain at Salem Medical Center since the

2000.· And I think we have the best of the best.

I include all the employees.· If it wasn’t for

·Tammy Torres, we wouldn’t even be here today.

· · · · · ·So, I’d like to thank the whole staff.· And

·I see some familiar faces, Dr. Anright (phonetic), Dr.

·Timmerman.· I concur completely with the acquisition

·of Salem Medical Center to Inspira.· Good things will

·happen.· I’m a lady of hope, okay?· Thank you.

· · · · · ·MR. MISTRY:· Thank you.· We have a number of

·people online who wish to speak.· First person we have

·is Nicole?· Nicole, if you can unmute yourself?· You

·can --

· · · · · ·NICOLE:· Hello.· Can you hear me?

· · · · · ·MR. MISTRY:· We can hear you.· If you can just

·state your name, or your full name, and your address

·for the record, please.

· · · · · ·NICOLE:· -- 12 12th Place, Pennsville, New

·Jersey.· I work at Salem Medical Center.· I just want

·to give props to Pam for your statement that you made

·earlier.· As Pam said, we are drowning.· And Inspira

·is great, and we just need them to help.· We need them

·to come in and help this community, because we’re

·drowning.· And that’s all I needed to say.· Thank you.

· · · · · ·MR. MISTRY:· Thank you.· Next up, we have

·Jennifer Metzger-Stinnett (phonetic).· If you can make

·sure you can unmute yourself on your -- on your end.

· · · · · · MS. METZGER-STINNETT:· Yes, hello, thank

·you.· My name is Jenny Metzger-Stinnett.· I am with

·the Law Firm of Fultz, Maddox, Dickens, 101 South 5th

·Street, 27th Floor, Louisville, Kentucky 40202.· I am

·here on behalf of my client, who is the landlord for

·one of the medical office buildings for one of Salem’s

·Medical Center’s affiliates about seven miles from the

·campus.· We are an interested party in the transaction

to amounts of past due amounts owed to my client

the -- by the current owner.· We don’t have a

·position otherwise.· Thank you.

43

·microphone.· If you’d just state your name and address

the record.

· ·MR. BENDER:· Thank you.· I actually

·registered, but I don’t know what happened.· But thank

·you for the opportunity.· My name is Rob Bender

·(phonetic).· I am at 1873 Forest Drive, Williamstown,

·New Jersey 08094.· I am the current executive vice

·president with the First National Bank of Elmer.

been headquartered here in Salem County for 40

for over 115 years.· We have four locations.· I’m

·also here on behalf of the chamber -- the Salem County

·Chamber of Commerce.· I’m the current chair.

you know, we fully support the proposed

·acquisition of Salem Medical Center by Inspira Health

With existing Salem County locations in Elmer

surrounding facilities in Mullica Hill, Woodbury

Vineland, Inspira continues to have a significant

·positive impact on the South Jersey community.· Their

·access to the best-in-class health services has an

·immediate impact on the residents of our Salem County.

·Inspira’s an industry leader and is in great need of

·our Salem County community.· So, with that, I just

·wanted to say I fully support this acquisition.· Thank

MISTRY:· Thank you.· Any other members of

audience?

VALENTI:· My name is Mark Valenti

I chair the Salem County Economic

·Development Committee for Salem County.· We just

·wanted to mention that we are also in full support. I

two hats.· I’m also a business owner, Woodstown

Therapy, and know how much the hospital is

and how important it is to the people of this

first-hand and healthcare.

MISTRY:· Thank you.

· · · · · ·MR. MISTRY:· Thank you.· So, we actually had a

comment from Ms. Shannon Reese (phonetic).

Reese, if you’re online, if you wouldn’t mind

yourself and maybe you could just read your

into the record.· Or, I’ll read it into the

on her behalf.

had mentioned that nurses are leaving

Most nurses come to Salem Medical Center to get

and leave as soon as they can due to the

of resources and lower pay rates.· Most nurses

at Salem Medical Center are there because of the

·community.

right.· That’s our list of registered

Is -- if there’s anyone in the audience

like to speak, please just come to the

SAUNDERS:· Hello.· My name is Harvey

(phonetic).· I live at 11 Carolina Drive in

New Jersey.· It’s a pleasure for me to

this opportunity to come and to give a statement

support for the acquisition of the Salem Medical

by the Inspira Health Network.

of the comments that have been made and

I have part of my notes, so I won’t repeat them

I’m a lifelong resident of Salem County.· And

those many years, I have seen the Salem Medical

and -- go under many changes, some of which

concern among the residents as to whether the

would actually survive.· But I have to give

to people like Tammy Torres and all her

and those staffs who have worked so hard

·to get us to this point.· But through it all, we are

·at this point.· And we have the opportunity to

·experience extraordinary services from an

·extraordinary organization such as Inspira Health

·Network.· And I fully support this acquisition.· Thank

·you so much.

· · · · · ·MR. MISTRY:· Thank you.

· · · · · ·MR. LAURIE:· Good afternoon.· I am Ben

·Laurie (phonetic), 400 Salem Street, Elmer, New

·Jersey.· I am a commissioner director of Salem County.

·I enjoy being next to or the last person, because I

·don’t like to repeat what everyone else says.· So,

·this will be very, very brief.

· · · · · ·The one thing I did hear, and it was from

·the first speaker, we don’t want a medical desert.· We

·don’t want a desert in Salem County.· And if we lose

·the hospital or the hospital decreases, we will have

·that desert, and we don’t need that.· As Salem City

·and the entire area, we are on the brink of a

·reconnaissance.· We’ve got 1,500 jobs coming from the

·wind port.· We’ve got our seaport, which is -- just

·got a $9 million grant to revive that.· We’ve got an

·airport that’s reviving, getting grants.· We’ve got a

·new railroad coming into the port.· Salem City area is

·definitely, in the next five years, is going to Page 47

1· ·blossom.· It’s going to be a renaissance in the entire

·area.· We need the hospital.· We need it to be there.

·We need it to be successful.

· · · · · ·The chairman of the board of Inspira is a

·personal friend of mine.· And I know from his

·leadership that this opportunity for the merger is

·going to be a success.· Unlike some of the previous

·owners, Inspira has the team and finances to make this

·hospital the success it needs to be for only the

·employees but all of the patients.

· · · · · ·As I repeated before, I am from Elmer, where

·Inspira has a hospital, and I am a recent patient of

From my experience, this is an exciting

They are a great neighbor,

·employer and a great hospital in Salem County.· And we

·need that successful hospital here, and Salem County

Inspira.· Thank you.

· · · · · ·MR. MISTRY:· Thank you.

· · · · ·MS. KIRK:· Hi, I’m Frances Kirk (phonetic).

live at 108 Wiltshire Road, Claymont, Delaware. I

not prepared to speak today, but my colleague Pam

up here with tremendous courage, so I thought I

join her in her support.· I am a behavioral

nurse by choice for 30 years.· I’ve worked with

kinds of patients, voluntary, involuntary, IDD. I

my job, and my favorite job of all time is

at Salem on the voluntary unit.

though, we are not in the position to

·take the type of patients that will continue to help

community in terms of involuntary and IDD patients

to completely inadequate staffing.· Pam, by the

·way, you were scheduled to work on our unit.· You’re

·being pulled, and they want me to work tonight in your

·place with no sleep.· So, you just really can’t run a

with one tack, one staff, no --

MISTRY:· If you could just tap the button

the bottom?· There you go.

·MS. KIRK:· So, I’ve had a lot of time

-- okay.· Don’t worry, I’ll be quick.

had a lot of -- are we good?· Yeah.· I’ve had a

·lot of contact with our -- our hopefully our sister

·employees at Inspira through the BART team, and I

·really feel that we would be able to provide these

if we were joined with the Inspira team so

·that these services can be properly met, because it

·will not happen at Salem currently, given the

·limitations of inadequate staffing and inadequate

All right, thanks for squeezing me in.

·MR. MISTRY:· Thank you.· We have a person

·online who wishes to speak.· So, it’s Carly Melcher

and unfortunately we can’t read the rest

your name.· But if you’d like to unmute yourself on

·your side?

MELCHER:· Yes, thank you.· Good

everyone.· My name is Carly Melcher-

·Vorlante (phonetic).· My address is 332 Garrison Road,

·Elmer, New Jersey 08318.· I have the privilege of

as the Executive Director for Meals on Wheels

Salem County.· I was not prepared to speak today,

I felt I would be doing a disservice to the

where I live and to my clients if I did not

·speak up.

on Wheels has existed in this

for 45 years.· Meals were made at Salem

Center when the program first began.· Over the

·years, we have grown and we are now making meals on

two hospitals in our community serve our

one of those hospitals was to no longer

there, I can only imagine the burden that would put

our clients to have to cross the bridge in order to

those services.· Not only would it put our

in a burden, it would also put the community

helps provide them transportation to medical

to receive those same services.

partnership needs to happen.· Their

·acquisition needs to happen.· Meals on Wheels

·continues to find ways to partner with Inspira Medical

·Center, and we need to continue to rely on them and

·help those partnerships to grow, because I can only

what will happen to this community if we are

·short a hospital.· Thank you.

· · · · · ·MR. MISTRY:· Thank you.· Is there anyone else

the audience present here who would like to speak?

·Please, come up to the microphone.

· · · · · ·MS. BOMBA:· Good afternoon.· Sorry, I wasn’t

·going to do this.· My name’s Patty Bomba (phonetic).

live at 64 -- 628 Hawks Bridge Road in Carneys

New Jersey 08069.· Dr. Torres mentioned during

·her statement that Salem Hospital had many challenges.

·I think it’s fair to say that every hospital, in fact

·every business, has had challenges, especially during

·the pandemic.

· · · · · ·I have -- I don’t have a problem speaking my

·mind, as many can attest to that.· So, if there is a

·problem -- if there is a problem at Salem Hospital,

·which I have had to defend many times, I just speak up

·and tell it like it is.· I was a -- I visited the ER

·myself just a couple months ago and received excellent

·care.· I have had family members who were patients

·there, received excellent care.· If they didn’t, you

Page 51

·say something about it and the problem was taken care

·of.· My granddaughter was just a recent patient at

·Inspira for ten days, was just discharged last week.

I have spoken at freeholder meetings

· · · · ·

the subject of the maternity ward came up, about

closer of the maternity ward at Salem.· I also

for the nurses when they were trying to

This is a partnership that is needed.· We

this medical care.· Salem County is a small

The people need this partnership.· So, thank

very much for putting this together.· Thank you.

MISTRY:· Thank you.· Anyone else present

would like to speak in the room?· No?· All right.

who would like to speak?· No?· Okay.

right.· Well, having heard from everyone who

to speak, and we will now -- and with no others

to speak, we will now close the hearing.

to accept written comments from the

concerning the proposed transaction until

16th, 2022.· Thank

10/14/2022 Pg 248 of 271 Trans ID: CHC2022246440

10/14/2022 Pg 249 of 271 Trans ID: CHC2022246440

BUCHANAN INGERSOLL & ROONEY PC 700 Alexander Park, Suite 300 Princeton, New Jersey08540 (609) 987 6800

Attorneys for Petitioner Salem County Hospital Corp. dba Salem Medical Center

IN THE MATTER OF THE APPROVAL OF A TRANSACTION WHEREBY INSPIRA HEALTH NETWORK, INC. WILL BECOME THE SOLE CORPORATE MEMBER OF SALEM COUNTY HOSPITAL CORP., dba SALEM MEDICAL CENTER PURSUANT TO N.J.S.A. 26:2H 7.10, et seq.

SUPERIOR COURT OF NEW JERSEY CHANCERY DIVISION: SALEM COUNTY

DOCKET NO. CIVIL ACTION

ORDER TO SHOW CAUSE

THIS MATTER having been opened to the Court by Salem County Hospital Corp. dba Salem Medical Center ("SMC" or the "Petitioner"), by and through its attorneys, Buchanan Ingersoll & Rooney PC, and the Report of the Attorney General dated October 4, 2022 (the "AG Report"), and the Court having considered Petitioner's Verified Complaint and supporting documents, and the Court having determined that this matter should proceed summarily pursuant to Rule 4:67(b) and by way of Order to Show Cause, and for good cause shown:

IT IS ORDERED on this ___ day of October, 2022:

1. Petitioner’s motion for summary disposition pursuant to R. 4:67(b) is hereby GRANTED; and

2. Any interested party must show cause before The Honorable Robert P. Becker, Jr. Superior Court, Chancery Division, at the Gloucester County Courthouse, 1 North Broad Street, Woodbury, NJ 08096, on the day of October, 2022 at a.m., or as soon thereafter as counsel may be heard, why a final judgment should not be entered approving the application of SMC for this Court's approval, pursuant to N.J.S.A. 26:2H 7.10 et seq., of the proposed

transaction between SMC and Inspira Health Network, Inc. ("Inspira") whereby Inspira will become the sole corporate member of SMC

3. A copy of this Order to Show Cause, the Verified Complaint and the AG Report and all related supporting documents shall, on or before October , 2022, be served by electronic mail, overnight delivery or personal service on the Attorney General of New Jersey, to the attention of Deputy Attorney General Eileen W. Siegeltuch, Esq. at the Hughes Justice Complex, PO Box 106, 25 Market Street, Trenton, New Jersey 08625-0106.

4. A Copy of this Order to Show Cause, the Verified Complaint and the AG Report and all related supporting documents shall, on or before October , 2022, also be served by electronic mail, overnight delivery, regular mail or personal service upon the persons on the Service List attached hereto as Exhibit A in the form attached hereto at Exhibit B, who have filed written comments and/or appeared and made a statement at the public hearing.

5. Any objection or other written response to the relief sought by the Verified

Complaint must be filed with the Court and served upon SMC’s counsel to the attention of Brian Rath, Esq., at Buchanan Ingersoll & Rooney PC, 700 Alexander Park, Suite 300, Princeton, New Jersey 08540, with a copy to the Attorney General of New Jersey, to the attention of Deputy Attorney General Eileen W. Siegeltuch, Esq. at the Hughes Justice Complex, 25 Market Street, , PO Box 106, Trenton, New Jersey 8625 0106, by overnight delivery or personal service on or before October ___, 2022.

6. If no interested party serves and files an objection to the relief sought in the Verified Complaint within the time set forth herein, judgment may be entered for the relief sought in the Verified Complaint.

The Honorable Robert P. Becker, Jr., P.J.Ch.

A

SLM-C-000014-22 10/14/2022 Pg 252 of 271 Trans ID: CHC2022246440

EXHIBIT A

SERVICE LIST

Senator Edward Durr

3rd Legislative District 935 Kings Highway, Suite 400 West Deptford, NJ 08086

Nichole Jones 12 Charles Place Pennsville, NJ 08070

nich671@comcast.net

Amy Mansue, President & CEO Inspira Health 165 Bridgeton Pike Mullica Hill, NJ 08062

Mayor Donald Asay Mannington Township 626 Quaker Neck Rd Mannington, NJ 08079

donald.asay@icloud.com

Michael Gorman, President Salem Community College 460 Hollywood Avenue Carneys Point, NJ 08069

mgorman@salemcc.edu

Carly Melchert Parlante P.O Box 888 Elmer, NJ 08318

Brenda Goins

Salem Health & Wellness Foundation 91A South Virginia Avenue Carney's Point, NJ 08069

brendagoins@comcast.net

Ms. Jenny Stinnett

Fultz Maddox Dickens PLC 101 South Fifth Street, 27th Floor Louisville, KY 40202

jstinnett@fmdlegal.com

Assemblywoman Beth Sawyer 3rd Legislative District 935 Kings Hwy West Deptford, NJ 08086

Assemblywoman BethAnne McCarthy Patrick

3rd Legislative District 935 Kings Highway Suite 400 West Deptford, NJ 08086

AswPatrick@njleg.org

Pamela Micenti 95 Fenton Drive Carneys Point Township, NJ 08069

Robert R. Bender, Acting Chairman Salem County Chamber of Commerce 6 South Main Street Elmer, NJ 08318

rbender@elmerbank.com

10/14/2022 Pg 253 of 271 Trans ID: CHC2022246440

Harvey D. Saunders

11 Carolina Drive Pedricktown, NJ 08067

harvey.saunders@comcast.net

David Bailey, Jr. Executive Director Ranch Hope, Inc. 11 Lamplighter Drive Woodstown, NJ 08098

dbailey@ranchhope.org

Gordon Jacob Ostrum 1284 Kings Highway Pilesgrove, NJ 08098

Joan Hoolihan 177 Cook Avenue Salem, NJ 08079

Sister Carol Adams St. Mary’s Catholic Church 25 Oak Street Salem, NJ. 08079

Ben Laury 400 Salem Street Elmer, NJ 08318

Jennifer A. Jones, Executive Director Salem County Chamber of Commerce 429 Hollywood Avenue Carneys Point, NJ 08069

jennifer@salemcountychamber.com

Francis Kirk 108 Wiltshire Road Claymont, DE 19703

gheackirk@verizon.net

John R. Amrien, MD Mannington Medical Plaza 4 Bypass Road, Suite 201 Salem, NJ 08079

Shannon Reese Salem County Mental Health Board 110 Fifth Street Salem, NJ 08079

Mark Valente, Chair Salem County Economic Dev Council 84 East Grant Street Woodstown, NJ 08098

Patricia Bomba 628 Hawks Bridge Road Carney's Point, NJ 08069

VIA OVERNIGHT OR ELECTRONIC MAIL AS SET FORTH ON THE SERVICE LIST IN THE ENCLOSED ORDER TO SHOW CAUSE

Re: IN THE MATTER OF THE APPROVAL OF A TRANSACTION WHEREBY INSPIRA HEALTH NETWORK, INC. WILL BECOME THE SOLE CORPORATE MEMBER OF SALEM COUNTY HOSPITAL CORP., dba SALEM MEDICAL CENTER PURSUANT TO N.J.S.A. 26:2H 7.10, et seq

Superior Court of New Jersey, Chancery Division, Salem County Docket No.:

Dear Sir or Madam:

This letter will notify you that at a.m./p.m. on , the Honorable Honorable Robert P. Becker, Jr., Presiding Judge of the Superior Court of New Jersey, Chancery Division, Salem County, will hear the Verified Complaint of Salem County Hospital Corp. dba Salem Medical Center ("SMC" or the "Petitioner") in the above captioned matter. In the Verified Complaint, SMC requests that the Superior Court approve the terms of a transaction whereby Inspira Health Network, Inc. ("Inspira") will be substituted as the sole corporate member of SMC, subject to the conditions established by the Attorney General under the Community Healthcare Assets Protection Act (“CHAPA”), N.J.S.A. 26:2H 7.11. Judge Becker’s Courtroom is located in the Gloucester County Courthouse, 1 North Broad Street, Woodbury, NJ 08096

Please find enclosed a time stamped copy of an Order to Show Cause, Verified Complaint, including the Report of the Attorney General of New Jersey and Brief in Support of the Verified Complaint in the above referenced matter. As required under CHAPA, you are receiving these filed documents because you either participated in the open public hearing held on August 10, 2022 or because you submitted a comment to the Attorney General’s office via electronic or regular mail related to SMC’s CHAPA application. In addition to receiving this notice, you are entitled to participate as a party in this matter if you so desire. You are not required to participate in the hearing or to respond to this notice if you do not want to do so.

The Verified Complaint and all other papers that have been submitted to the Superior Court (including copies of the Attorney General's recommendation) are also available for review online at www.smc.health and www.inspirahealthnetwork.org . In addition, you can review copies of these documents at Salem Medical Center, 310 Woodstown Road, Salem, NJ 08079. You may also request a copy of these materials through counsel for SMC. Please contact Brian Rath, Esq., Buchanan Ingersoll & Rooney PC, 700 Alexander Park, Suite 300, Princeton, New Jersey 08540 and request a copy. One copy will be provided at no cost to you upon request.

If you intend to appear and participate in the hearing or submit a written response to the Verified Complaint, you must notify Judge Becker’s Chambers in writing at the above address by as well as upon Counsel for SMC at Brian Rath, Esq., Buchanan Ingersoll & Rooney PC, 700 Alexander Park, Suite 300, Princeton, New Jersey 08540 and Deputy Attorney General Eileen Siegeltuch at Hughes Justice Complex, PO Box 106, 25 Market Street, Trenton NJ 08625. Please include the docket number on any communication with the Court. Please provide a copy of any communication you send to the Court to the persons on the service list attached to the enclosed Order to Show Cause.

You may contact our offices at any time at the number set forth above if you have any questions related to this matter.

Sincerely, Brian Rath

Enclosure

cc: The Honorable Robert P. Becker, Jr Eileen Siegeltuch., Deputy Attorney General, Dept. of Law and Public Safety, Division of Law Inspira Health Network

10/14/2022 Pg 257 of 271 Trans ID: CHC2022246440

IN THE MATTER OF THE APPROVAL OF A TRANSACTION WHEREBY INSPIRA HEALTH NETWORK, INC. WILL BECOME THE SOLE CORPORATE MEMBER OF SALEM COUNTY HOSPITAL CORP., dba SALEM MEDICAL CENTER PURSUANT TO N.J.S.A. 26:2H 7.10, et seq

SUPERIOR COURT OF NEW JERSEY CHANCERY DIVISION: SALEM COUNTY DOCKET NO. CIVIL ACTION

BRIEF IN SUPPORT OF SALEM COUNTY HOSPITAL CORP. dba SALEM MEDICAL CENTER’S APPLICATION PURSUANT TO THE COMMUNITY HEALTH CARE ASSETS PROTECTION ACT, N.J.S.A. 26:2H-7.10, et seq.

Brian Rath (Attorney I.D. 350311999)

BUCHANAN INGERSOLL &ROONEY PC Incorporated in Pennsylvania 700 Alexander Park, Suite 300 Phone: (609) 987 6827 Fax: (609) 520 3630 brian.rath@bipc.com

Attorneys for Petitioner

A. TABLE OF AUTHORITIES.

Cases

Page(s)

Cinnaminson v. First Camden Nat’l Bank & Trust, 99 N.J. Super. 115 (Ch. Div. 1968) 8

Howard Sav. Inst.v. Peep, 34 N.J. 494 (1961) 8

Johnson v. Johnson, 212 N.J. Super. 368 (Ch. Div. 1985) 11

Leeds v. Harrison, 7 N.J. Super. 558 (Ch. Div. 1950) 11

Matter of Estate of Yablick, 218 N.J. Super. 91 (App. Div. 1987) 7, 8

Paterson v. Paterson Gen Hosp., 97 N.J. Super. 514 (Ch. Div. 1967), aff’d, 104 N.J. Super. 472 (App. Div. 1969) 7.8,11 15

Sharpless v. Medford Monthly Meeting of Soc’y of Friends, 228 N.J. Super. 68 (App. Div. 1988) 8

Trustees of Rutgers Coll. v. Richman, 41 N.J. Super. 259 (Ch. Div. 1956) 7

A. PRELIMINARY STATEMENT.

Salem County Hospital Corp. dba Salem Medical Center (“SMC”) a New Jersey nonprofit, tax-exempt corporation, seeks approval under the Community Health Care Assets Protection Act (“CHAPA”), N.J.S.A. 26:2H 7.11(l), for the Proposed Transaction (as defined below) between SMC and Inspira Health Network, Inc. (“Inspira”), a New Jersey nonprofit, tax exempt corporation wherein Inspira will be substituted as the sole member/parent corporation of SMC (the “Proposed Transaction”).

After extensive and thorough review, as required under CHAPA, the New Jersey Attorney General has issued its report (the “AG Report”) approving the Proposed Transaction finding that it meets all statutory requirements under CHAPA and, most importantly, is consistent with the public interest. The Attorney General placed three conditions upon its approval and SMC and Inspira accept this condition. In addition, the Commissioner of the New Jersey Department of Health (the “Commissioner”) has determined that the Proposed Transaction is not likely to result in the deterioration of the quality, availability, or accessibility of health care services in the affected communities.

SMC files this action seeking final approval of the Superior Court as required under CHAPA. In addition, it is in the best interests of SMC, Inspira, their employees and the communities they serve to have this Proposed Transaction approved prior to October 31, 2022

As such, SMC respectfully requests that the Court review the Proposed Transaction in a summary manner pursuant to Rule 4:67 2(b). Accordingly, it is respectfully requested that the Court grant SMC’s motion to proceed summarily and issue the Order to Show Cause accordingly.

B. STATEMENT OF FACTS.

The facts supporting this application are set forth in the accompanying Verified Complaint and are incorporated herein by reference along with all defined terms set forth therein. By way of emphasis, SMC sets for the following.

SMC is the operator of Salem Medical Center, a licensed acute care hospital in Salem County, New Jersey (the “Hospital”). The Hospital is an important provider of health care to residents of Salem County and Southern New Jersey. Verified Complaint (“Verif. Compl.”) at ¶ 7. The Hospital is a regional hospital in Salem County with 87 ICU and Medical/Surgical beds and a 26 bed Behavioral Health Unit. The Hospital treats approximately 200 inpatients every month, and more than 1600 patients go through the Hospital’s emergency department in a year. SMC employs more than 500 people and is one of the largest employers in the area. Verif. Compl. at ¶ 9.

Throughout its existence, SMC has and continues to provide outstanding health care to in the Salem County community; however, for a number of years, SMC has been financially vulnerable. Beginning in 2020, SMC suffered a substantial financial setback as a result of COVID 19. SMC determined that the unforeseen financial deterioration caused by the pandemic created an immediate need to transfer ownership of SMC in the most expeditious way possible. Verif. Compl. at ¶ 11. In short, SMC is at risk of reducing its services to the communities it serves or, at worst case, closing altogether. Verif. Compl. at ¶ 13.

SMC’s Board of Trustees believes that SMC is in need of a local partner health care system in order to continue the operations of the Hospital and prevent a reduction I services or closure. Verif. Compl. at ¶¶ 12 14 After a targeted search for such a local partner, SMC identified Inspira as the most suitable candidate for its Propose Transaction. Verif. Compl. at ¶¶

15 16 Inspira is the parent corporation of a nonprofit integrated health care delivery system that includes three hospitals, Inspira Medical Center Elmer, Inspira Medical Center Mullica Hill, and Inspira Medical Center Vineland and various other ancillary service providers in Southern New Jersey. Verif. Compl. at ¶ 10. Inspira seeks to complete the Proposed Transaction in order to expand its health care services in Southern New Jersey and protect the communities served by the Hospital from losing these services as a result of the precarious financial predicament of SMC.

Significantly, Inspira has agreed to abide by the terms and conditions of that certain Certificate of Need approval letter issued to SMC by the New Jersey Department of Health, dated January 31, 2019, or as modified by the New Jersey Department of Health, and any and all conditions of approval placed upon Inspira becoming the sole member of SMC by the New Jersey Department of Health pursuant to any Certificate of Need approval letter issued with respect to the Transaction. Verif. Compl. at ¶ 21. In addition, Inspira has committed that (1) the medical staff, admitting privileges and medical staff bylaws of SMC will remain in place unless and until amended or changed according to the terms of the medical staff bylaws of SMC; (2) it will continue operating SMC and the Hospital in its current location as a licensed acute care hospital and maintaining core services for the benefit of the community and serve the poor and medically underserved consistent with Inspira’s mission; and (3) to the extent consistent with the changing needs of the communities served, the changing environment in which healthcare is provided, applicable Law, and if consistent with Inspira’s mission, vision, priorities, and strategic plan, to continue operating SMC and the Hospital to continue, either directly or through SMC Affiliates: (i) supporting wellness, health education and other community programs; (ii) participating in medical research programs and innovation activities to the extent feasible and

sustainable; (iii) participating in governmental healthcare programs; (iv) identifying community needs in the service area and potential clinical improvements or enhancements; (v) supporting and enhancing education and community programs; (vi) maintaining access to community physicians in SMC’s service area, (vii) supporting access to behavioral health needs of the community; and (viii) positioning SMC to be a leader in population health management in the communities served by SMC. Verif. Compl. at ¶¶ 22 24.

A Memorandum of Understanding was negotiated between SMC and Inspira dated September 13, 2021 and, subsequent to the approval of the SMC Board of Trustees, SMC and Inspira executed the Membership Transfer Agreement December 17, 2021 Verif. Compl. at ¶¶ 17 18.

By letter dated October 15, 2021, SMC initiated the approval process for the Proposed Transaction from the Office of the New Jersey Attorney General pursuant to CHAPA. Verif. Compl. at ¶ 27. After consistent communication and information exchange with the Office of the Attorney General, the Attorney General deemed the CHAPA application complete on July 7, 2022. In accordance with N.J.S.A. 26:2H 7.11(f), the entire application was available for public inspection at the Office of the Attorney General. Verif. Compl. at ¶ 31

On August 10, 2022, in accordance with N.J.S.A. 26:2H 7.11(f), representatives of the Attorney General and the Commissioner of Health conducted a joint public hearing in the community served by the Hospital for which advanced notice was published. Verif. Compl. at ¶¶ 32-33. Members of the public participated in the August 10, 2022 public hearings as well as submitted written comments directly to the Attorney General. All of the speakers at the public hearings and comments received by the Office of the Attorney General were positive and in support of the Proposed Transaction. See AG Report at p. 16, Verif. Compl. at Ex. B. All persons

who filed a written comment or appeared and made a statement at the public hearing, other than persons connected with the parties to the Proposed Transaction, have been made a party to this proceeding.

On September 13, 2022, the Department of Health issued its finding approving the Proposed Transaction stating, “the Department does not believe the proposed transactions will result in the deterioration of the quality, availability, or accessibility of health care services in the impacted community.” Verif. Compl. at Ex. C.

The Attorney General issued the AG Report on October 4, 2022, wherein the Attorney General concluded that the Proposed Transaction is in the public interest and recommended that that the Court approve the Proposed Transaction with three conditions:

1. The adoption by the governing bodies of Salem County Hospital Corporation, d/b/a Salem Medical Center, Inspira Health Network, Inc., and the Salem Medical Center Foundation, Inc., of the amendments to their respective Certificates of Incorporation and Bylaws, substantially in the form submitted with the CHAPA application, effectuating the changes resulting from the Proposed Transaction, provided that there be thirty (30) days prior written notice to and approval by the Attorney General of any material changes to the proposed forms of governing documents that were submitted in the CHAPA application process;

2. Salem County Hospital Corporation, d/b/a Salem Medical Center, Inspira Health Network, Inc., and the Salem Medical Center Foundation, Inc., along with any subsidiaries or affiliates of the foregoing, shall submit to the Attorney General for review and approval thirty (3 0) days prior to the adoption of any amended or restated Certificates of Incorporation and/or Bylaws related to and not previously submitted with the CHAPA application; and

3. Written confirmation from the Salem Health & Wellness Foundation Board of Trustees that it has approved the settlement of its outstanding loan to Salem County Hospital Corporation, d/b/a Salem Medical Center and the loan has been discharged.

On October 14, 2022, SMC filed this Order to Show Cause and Motion to Proceed

Summarily seeking final approval of the Proposed Transaction from the Superior Court as required by CHAPA.

C. LEGAL ARGUMENT.

I. This Action Is Ripe For Summary Proceedings in An Expedited Manner

Rule 4:67 1(b) provides in relevant part as follows:

This rule [governing summary proceedings] is applicable … (b) to all other actions in the Superior Court other than matrimonial actions and actions in which unliquidated monetary damages are sought, provided it appears to the court, on motion made pursuant to R. 1:6-3 and on notice to the other parties to the action not in default, that it is likely that the matter may be completed and disposed of in a summary manner. New Jersey Court Rules, R. 4:67 1(b).

In connection with any such motion, R. 4:67 2(b) provides in relevant part that:

If the court is satisfied that the matter may be completely disposed of on the record (which may be supplemented by interrogatories, depositions and demands for admissions) or on minimal testimony in open court, it shall, by order, fix a short date for trial of the action, which shall proceed in accordance with R. 4:67 5, insofar as applicable. New Jersey Court Rules, R. 4:67 2(b).

Finally, R. 4:67 5 provides that:

The court shall try the action on the return day, or on such other day as it fixes. If no objection is made by a party, or the defendants have defaulted in the action, or the affidavits show palpably that there is no genuine issue as to any material fact, the court may try the action on the pleadings and affidavits, and render final judgment thereon. If any party objects to such a trial and there may be a genuine issue as to a material fact, the court shall hear the evidence as to those matters which may be genuinely in issue, and render final judgment. New Jersey Court Rules, R. 4:67 5.

In the present matter, there are no genuine issues of the material facts set forth in the

Verified Complaint. Of particular importance here is the fact that the Attorney General has already thoroughly investigated the Proposed Transaction pursuant to CHAPA and has approved the Proposed Transaction for the reasons set forth herein and in the AG Report. Verif. Compl. at Ex. B. Because the facts are undisputed, this Court need only apply the law to these facts.

Moreover, this is not a case in which SMC seeks damages, only the declaration of its rights with respect to the Proposed Transaction. Accordingly, this is an ideal case to proceed summarily in accordance with R. 4:67 1(b)

Furthermore, as set forth in the attached Verified Complaint, this matter calls for disposition in an expedited manner due to the harm inflicted upon SMC and the Hospital pending final resolution and closing of the Proposed Transaction. The Proposed Transaction cannot close until approval has been received from the Court. SMC and the Hospital are in a precarious financial condition. Until the Proposed Transaction closes, SMC and the Hospital will continue to lose substantial sums, further jeopardizing its ability to continue to provide its vital health care services to the Southern New Jersey communities which it serves. Verif. Compl. at ¶ 14. The longer the closing of the Proposed Transaction is delayed past October 31, 2022, the financial harm suffered by SMC and the Hospital will be compounded Such financial harm could jeopardize the viability of the SMC as a whole, thereby threatening the services it provides to the communities it serves and the employment of over 500 employees living in those communities.

Inspira is ready to take over SMC and the Hospital’s operations and transition the Hospital into the Inspira system, which will strengthen its ability to provide its services.

Receiving approval from the Court prior to the end of the third quarter will allow such a seamless transition to occur

II. The Procedural Requirements of CHAPA Have Been Satisfied.

CHAPA requires that the Attorney General and the Commissioner of Health conduct a public hearing. N.J.S.A. 26:2H 7.11(f). It also requires that any person who submitted written comments or made a statement at the public hearing be joined as a party to this proceeding. N.J.S.A. 26:2H 7.11(l). These procedural requirements have been satisfied. After notice was published, the Attorney General held a joint public hearing in the community served by the Hospital; Salem County. Each of the individuals who participated at the hearing or submitted written comments on the application will be served with copies of the pleadings in this case, as

will the AttorneyGeneral.

III. The Proposed Transaction is Consistent with Both CHAPA and the Charitable Purposes of SMC.

At common law, the Attorney General represents the public’s interest in the compliance of charitable trusts and charitable corporations with their charitable obligations. See Paterson v. Paterson Gen. Hosp., 97 N.J. Super. 514, 518 19 (Ch. Div. 1967), aff’d, 104 N.J. Super. 472 (App. Div. 1969); Trustees of Rutgers Coll. v. Richman, 41 N.J. Super. 259, 283 (Ch. Div. 1956).

Accordingly, the Attorney General must be notified of any action involving a charitable corporation. R. 4:28 4(b); see Matter of Estate of Yablick, 218 N.J. Super. 91, 97 99 (App. Div. 1987). CHAPA requires the Attorney General to review any proposed acquisition of a nonprofit hospital, according to the statutory criteria, in furtherance of his/her common law power as the “protector, supervisor and enforcer of charitable trusts and charitable corporations.” N.J.S.A. 26:2H 7.11. Under CHAPA, “acquisition” is defined as “the purchase, lease, exchange, conversion, restructuring, merger, division, consolidation, transfer of control, or other disposition of a substantial amount of assets or operations, whether through a single transaction or series of transactions, with one or more persons or entities.” Id.

The Chancery Division exercises its common law powers to oversee charitable corporations and associations. See Howard Sav. Inst. v. Peep, 34 N.J. 494 (1961); Sharpless v. Medford Monthly Meeting of Soc’y of Friends, 228 N.J. Super. 68 (App. Div. 1988); Cinnaminson v. First Camden Nat’l Bank & Trust, 99 N.J. Super. 115 (Ch. Div. 1968). A nonprofit hospital is a charitable corporation subject to the Chancery Court’s supervisory power.

Paterson Gen. Hosp., supra. After the Attorney General has reviewed and made findings concerning a proposed acquisition of a nonprofit hospital, CHAPA requires judicial review and approval by this Court. N.J.S.A. 26:2H 7.11(l). Historically, the Chancery Division has reviewed

changes in the charitable purpose of a trust or corporation under the doctrine of cy pres See, e.g., See Peep, supra; Sharpless, supra; Paterson Gen. Hosp., supra. Under the doctrine of cy pres, if the accomplishment of the purpose of a charitable bequest, trust or corporation becomes impossible or impracticable, a court of equity may modify the terms of the charity to a related purpose consistent with the settlor’s or incorporator’s general charitable intent. See, generally, Peep, 34 N.J. at 500 02; Sharpless, 228 N.J. Super. at 74.

CHAPA particularizes the general doctrine of cy pres as applied to the transfer of control of a nonprofit hospital. It requires the Attorney General to investigate the Proposed Transaction in order to determine whether “appropriate steps have been taken to safeguard the value of the charitable assets of the hospital and to ensure that any proceeds from the proposed acquisition are irrevocably dedicated for appropriate charitable health care purposes.” N.J.S.A. 26:2H 7.11(b). Specifically, N.J.S.A. 26:2H 7.11(c) requires the Attorney General to determine:

(1) Whether the acquisition is permitted under the New Jersey Nonprofit Corporation Act, Title 15A of the New Jersey Statutes, and other applicable State statutes governing nonprofit entities, trusts or charities;

(2) Whether the nonprofit hospital exercised due diligence in deciding to effectuate the acquisition, selecting the other party to the acquisition and negotiating the terms and conditions of the acquisition;

(3) The procedures used by the nonprofit hospital in making its decision, including whether appropriate expert assistance was used;

(4) Whether conflict of interest was disclosed, including, but not limited to, conflicts of interest related to board members of, executives of and experts retained by the nonprofit hospital, purchaser or other parties to the acquisition;

(5) Whether any management contract under the acquisition is for reasonable fair value; and

(6) Whether the acquisition proceeds will be used for appropriate charitable health care purposes consistent with the nonprofit hospital’s original purpose or for the support and promotion of health care and whether the proceeds will be controlled as charitable funds independently of the purchaser or parties to the acquisition; and

(7) Any other criteria the Attorney General establishes by regulation to determine whether the proposed acquisition is in the public interest.

CHAPA also prohibits the trustees and managers from benefitting from the Proposed Transaction. N.J.S.A. 26:2H-7.11(j) and (k). Finally, it requires that the Commissioner of Health to determine that the Proposed Transaction “is not likely to result in the deterioration of the quality, availability or accessibility of health care services in the affected communities.” N.J.S.A. 26:2H 7.11(b).

As detailed in the AG Report, the statutory criteria of CHAPA have been met. The Attorney General found that: (i) the Proposed Transaction is permitted by the New Jersey Statutes governing nonprofit corporation; (ii) SMC exercised due diligence in effectuating the Proposed Transaction, selecting Inspira, and in negotiating the terms and conditions of the Agreement; (iii) the SMC Board members acted with due diligence and in accordance with their duty of care in entering into and negotiating the Agreement; (iv) there appears to be no conflicts and that SMC had not engaged in self dealing; (v) the management contracts and other agreements between the parties will be for fair market value for services rendered; and (vi) SMC has entered into an Agreement with Inspira that will protect the value of SMC’s charitable assets and that said assets will continue to be used in furtherance of SMC’s mission and purposes.

Moreover, the Attorney General found that the Commissioner of the Department of Health determined that the Proposed Transaction is not likely to result in the deterioration of the quality,

availability or accessibility of health care services in the impacted communities; and the Proposed Transaction appears to be in the public interest and, as such, the Office of the Attorney General has granted its support. Verif. Compl. Ex. B at pp. 18 36.

While CHAPA does not require this Court to follow the Attorney General’s recommendation, the Court should give great deference to the Attorney General’s detailed examination of the Proposed Transaction. The Proposed Transaction was entered into after significant due diligence and review by SMC’s Board of Trustees, senior executives and outside professionals. None of the trustees or officers of SMC or Inspira have any financial interest in or will receive any benefit from the Proposed Transaction. They have exercised their judgment in the best interests of SMC with the due care and disinterest required by the Nonprofit Corporation Act, N.J.S.A. 15A:6 14. See Johnson v. Johnson, 212 N.J. Super. 368, 385 (Ch. Div. 1985); Paterson, 97 N.J. Super. at 527; Leeds v. Harrison, 7 N.J. Super. 558, 570 (Ch. Div. 1950).

Moreover, the Proposed Transaction is consistent with the charitable purposes of SMC and the Hospital; and there will be no change in the nonprofit status of SMC. The communities served by SMC and the Hospital will benefit from the improved efficiencies and innovation created as a result of the Proposed Transaction. Clinical programs will be expanded and operational efficiencies will allow SMC to better enhance the charitable missions in the communities it serves. Accordingly, this Court should approve the Proposed Transaction both under CHAPA, N.J.S.A. 26:2H 7.11(l), and under its common law power to oversee charitable corporations.

D. CONCLUSION.

For the foregoing reasons, SMC requests that this Court issue the Order to Show Cause initiating this proceeding in a summary manner and, on the return date provided

10/14/2022

CHC2022246440

therein, enter judgment (i) declaring that the Proposed Transaction is in the public interest in accordance with the application requirements of the Community Health Care Assets Protection Act, N.J.S.A. 26:2H 7.10 et seq.; (ii) granting approval of the Proposed Transaction; and (iii) for such other relief as the Court deems just and proper.

Respectfully submitted, BUCHANAN INGERSOLL & ROONEY PC

Dated: October 14, 2022

By: Brian Rath, Esq. Attorney I.D. 350311999

Attorneys for Petitioner, Salem County Hospital Corp. dba Salem Medical Center