Exhibit 10.10
ASSIGNMENT OF LEASES AND CONTRACTS This instrument (this "Agreement") is executed and delivered as of October .2.f1 2025, by and between OPHIN LLC, an Indiana limited liability company, who took title as Orloff Property Holdings IN, LLC, an Indiana limited liability company, an undivided 75% interest, and Clifford Orloff, as Trustee of The Clifford Scott Orloff and Olga Shalygin Orloff Revocable Trust, an undivided 25% interest, tenants in common (collectively, "Seller"), and to PC INDIANA CARMEL LLC, an Indiana limited liability company ("Buyer") covering the real property described in Exhibit A attached hereto (the "Real Property"). I. Assignment of Leases and Contracts. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to Buyer the following (the "Assigned Property"): a. Leases. All of the landlord's right, title and interest in and to the tenant lease(s) described in Exhibit B attached hereto (the "Leases") covering the Real Property; and b. Deposits. All prepaid rental and other deposits held by landlord pursuant to the Leases: c. Service Contracts. All of Seller's right, title, and interest in and to the service contracts described in Exhibit C attached hereto (the "Service Contracts"). 2. Assumption. Buyer hereby assumes the obligations of Seller under the Leases and Service Contracts arising from and after the date hereof and shall defend, indemnify and hold harmless Seller from and against any liability, damages, causes of action, and expenses incurred by Seller by reason of the failure of Buyer to fulfill, perform, discharge, and observe its obligations with respect to the Leases or the Service Contracts arising on and after the date hereof. Seller shall defend, indemnify and hold harmless Buyer from and against any liability, damages, causes of action, and expenses incurred by Buyer by reason of the failure of Seller to fulfill, perform, discharge, and observe its obligations with respect to the Leases or the Service Contracts arising before the date hereof. 3. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one document. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES FOLLOW ON NEXT PAGE]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date written above. SELLER: OPHIN LLC, an Indiana limited liability company (formerly known as Orloff Property Holdings IN, LLC, an Indiana limited liability company) THE CLIFFORD SCOTT ORLOFF AND OLGA SHALYGIN ORLOFF REVOCABLE TRUST BUYER: PC INDIANA CARMEL LLC, an Indiana limited liability company By: ____________ _ Conrad Ivie, President
i -, IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date written above, SELLER: OPHIN LLC, an Indiana limited liability company (formerly known as Orloff Property Holdings IN, LLC, _ _ an Indiana limited liability company) By: ____________ _ Clifford Orloff, Manager THE CLIFFORD SCOTT ORLOFF AND OLGA SHAL YGIN ORLOFF REVOCABLE TRUST By: _____________ _ Clifford Orloff, Trustee BUYER: PC INDIANA CARMEL LLC, an Indiana lim ? d liability comp Conrad Ivie, President
Exhibit A to Assignment of Leases and Contracts Legal Description Parcel 3 in Riverview Medical Park, an Addition to the City of Carmel, Hamilton County, Indiana, as per plat thereof recorded August 29, 2003 in Plat Cabinet 3, Slide 242, as Instrument Number 2003-88086 in the Office of the Recorder of Hamilton County, Indiana
Exhibit B to Assignment of Leases and Contracts Leases I. Operating Lease Agreement by and between EQ Hazel Development, LLC and Thomas W. Moore, Trustee of The Joan M. Moore Trust Dated December 2, 2016 (collectively, "Landlord") and Intuitive Health of Hamilton County, LLC ("Tenant") dated November 30, 2018; as amended by a First Amendment to Lease dated April 2, 2019; and by a Second Amendment to Lease dated September 30, 2020. 2. Sublease Agreement by and between Intuitive Health of Hamilton County, LLC ("Sublessor") and Riverview Health ("Subtenant") dated November 30, 2018.
Exhibit C to Assignment of Leases and Contracts Service Contracts None.