EX-10.14S-4·CIK 1141964·0001214659-26-013177

EXHIBIT 10.14

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FILING DETAILS

Filer
PUBLIC CO MANAGEMENT CORP
Filed
Oct 26, 2026
SEC file no.
333-299629
State of inc.
NV
SIC
6770
Location
BEVERLY HILLS, CA

Exhibit 10.14

ENVIRONMENTAL INDEMNITY AGREEMENT

THIS ENVIRONMENTAL INDEMNITY AGREEMENT ("Agreement") is made as of October ___, 2025, by PC Indiana Carmel LLC, an Indiana limited liability("Borrower"), to and for the benefit of Academy Bank, N.A. ("Lender").

WHEREAS, Lender has agreed to make a loan to Borrower in the total principal amount of $8,210,000.00 ("Loan"), which Loan is evidenced by a Promissory Note ("Note") and is secured, inter alia, by a Mortgage, Security Agreement and Fixture Filing ("Mortgage") on the property described therein and on Exhibit A attached hereto and made a part hereof ("Property"); and

WHEREAS, Borrower has on this date executed and delivered to Lender the Note, the Mortgage, the Assignment of Rents, and other documents described in the Note (hereinafter sometimes collectively called the "Loan Documents") to induce Lender to make the Loan, Borrower has agreed to execute this Agreement.

NOW THEREFORE, in order to induce Lender to make the Loan to Borrower and in consideration of Lender's agreement to make the Loan to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower agrees with Lender as follows:

1.        Borrower shall not place, locate, produce, generate, create, store, treat, handle, transport, incorporate, discharge, emit, spill, release, deposit or dispose of any “Hazardous Substance” (hereinafter defined) in, upon, under, over or from the Property and Borrower shall not permit any Hazardous Substance to be placed, located, produced, generated, created, stored, treated, handled, transported, incorporated, discharged, emitted, spilled, released, deposited, disposed of or to escape therein, thereupon, thereunder, thereover or therefrom by any other person or entity, in each case, in violation of any "Environmental Regulations" (hereinafter defined) which are applicable to the Property.

2.        Borrower agrees to (or cause any tenant in possession of the Property or any responsible party, including former tenants to) promptly and in accordance with applicable law, remove and dispose of any Hazardous Substance found on or in the Property at Borrower's sole cost and expense and in compliance with all applicable Environmental Regulations. At any time, upon Lender’s written request, following an Event of Default (as that term is defined in the Note) (but not more frequently than once a year) if Lender has received notice of or has reason to believe that one or more Environmental Regulations have been violated with respect to the Property, Borrower shall have an environmental assessment, review, audit and/or report relating to the Property heretofore provided by Borrower to Lender updated and/or amplified, at Borrower’s sole cost and expense, by an engineer or scientist acceptable to Lender, or shall have such an assessment, review, audit and/or report prepared for Lender, at Borrower’s sole cost and expense, if none has previously been so provided. If Borrower receives any written notice that Borrower or the Property is not in compliance with any Environmental Regulations, or written notice of any proceeding initiated under or with respect to any Environmental Regulations, Borrower will promptly furnish a copy of such notice to Lender. Borrower shall also use commercially reasonable efforts to cause all tenants of the Property to perform and comply promptly with all Environmental Regulations. Borrower shall maintain and keep in full force and effect all licenses, permits, and consents necessary or required by any Environmental Regulations and shall use commercially reasonable efforts to cause all tenants of the Property to do the same.

3.        To the best of Borrower’s knowledge, Borrower hereby represents and warrants that, except as provided in that certain Phase I Environmental Site Assessment Report dated July 18, 2025, prepared by Partner Engineering and Science, Inc. (File No. 25-505081.2 ) (“Report”), no dangerous, toxic or hazardous pollutants, contaminants, chemicals, wastes, materials or substances, as defined in or governed by the provisions of the Federal Resource Conservation and Recovery Act of 1976, the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, and/or the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. 6901 et seq. and 42 U.S.C. 9601 et seq.), as amended, or any other federal, state or local hazardous substance, hazardous waste or environmental laws, statutes, codes, ordinances, regulations, directives, requirements or rules (hereinafter collectively referred to as a ("Environmental Regulations"), and also including urea-formaldehyde, polychlorinated biphenyls, dioxin, asbestos, asbestos containing materials, nuclear fuel or waste, and petroleum, including but not limited to crude oil, natural gas, natural gas liquids, gasoline and synthetic gas or any other waste, substance, pollutant or contaminant which would subject the owner of the Property to any damages, penalties or liabilities under any applicable Environmental Regulation, but excluding those Hazardous Substances used by Borrower or any tenants in the ordinary course of their business and in compliance with Environmental Regulations (herein referred to as a "Hazardous Substance" or collectively as ("Hazardous Substances") have ever been by Borrower or to Borrower's actual knowledge by any other party, placed, located, produced, generated, created, stored, treated, transported, incorporated, discharged, emitted, spilled, released, deposited, disposed of or allowed to escape in, upon, under, over or from the Property.

4.        Except as expressly provided in the Report and to the best of Borrower’s knowledge, Borrower represents to Lender that (a) there has not been a spill, discharge, release or emission of a Hazardous Substance upon or from the Property into the environment; (b) the Property has never been used as or for a mine, a landfill, a dump or other waste disposal facility, or an industrial or manufacturing facility; (c) intentionally deleted; (d) no violation of any Environmental Regulation now exists or to the best knowledge of Borrower has ever existed in, upon, under, over or from the Property; (e) Borrower has received no written notice of any violation or alleged violation in, upon, under, over or from the Property of any Environmental Regulation from any governmental entity or agency responsible for administering or enforcing the same; (f) Borrower has not received written notice from any person, party or private or governmental agency or entity of any claim, cause of action, penalty, cost or demand for payment or compensation against Borrower, whether or not involving any injury or threatened injury to human health, the environment or natural resources, resulting or allegedly resulting from any activity or event described hereinabove; (g) there are not now, nor to the best knowledge of Borrower have there ever been, any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances in, upon, under, over or from the Property; (h) the Property is not listed in the United States Environmental Protection Agency's National Priorities List of Hazardous Waste Sites; (i) the Property is subject to no lien or claim for lien or claim for lien in favor of any governmental entity or agency as a result of any presence, release or threatened release of any Hazardous Substance in, on, under, over or from the Property.

5.        If at any time it is determined that there are any Hazardous Substances located on the Property in violation of Environmental Regulations, then Borrower shall diligently commence and continue to take such action or cause to be commenced, at Borrower’s sole expense, as is necessary to comply with all Environmental Regulations and safety requirements pertaining to the generation, transportation, use, and disposal of such materials. Failure of Borrower to comply with all Environmental Regulations and safety requirements of federal, state, or local laws, statutes, ordinances, or regulations, rules, court or administrative orders or decrees, or private agreements, shall constitute and be a default under this Agreement and the Loan Documents, and, following all applicable notice and cure periods, Lender shall have the option to require specific performance of Borrower’s obligation hereunder.

6.        Borrower shall jointly and severally indemnify, defend and hold Lender, its directors, officers, employees, agents, contractors, licensees, invitees, successors and assigns (but excluding any third-party future owner or purchaser of the Property, other than Lender, as the holder of the Note, or an affiliate of Lender acquiring all or any portion of the Property by foreclosure or deed or assignment in lieu of foreclosure or similar conveyance) (hereinafter collectively referred to as "Indemnified Parties") harmless against and from, and shall reimburse the Indemnified Parties for, any and all claims, demands, judgments, penalties, liabilities, costs, damages (excluding any punitive damages, except to the extent payable to third parties) and out-of-pocket expenses incurred by the Indemnified Parties, including court costs and attorney's fees (prior to trial, at trial and on appeal) (collectively, “Losses”), in any action, administrative proceeding or negotiations against or involving any of the Indemnified Parties, resulting from any breach of the foregoing covenants, from the incorrectness or untruthfulness of any warranty or representation set forth herein, from a failure by Borrower to perform any of their obligations hereunder with respect to any Hazardous Substance, or from the discovery of any Hazardous Substance in, upon, under or over, or emanating from, the Property, it being the intent of Borrower and Lender that the Indemnified Parties shall have no liability for damage or injury to human health, the environment or natural resources caused by, for abatement, clean-up, removal or disposal of, or otherwise with respect to, Hazardous Substances by virtue of the interest of Lender in the Property created by the Loan Documents or as the result of Lender exercising any of its rights or remedies with respect thereto under the Mortgage, including but not limited to becoming the owner thereof by foreclosure or conveyance in lieu of foreclosure. Borrower’s obligations shall include, without limitation: (a) All actual and consequential damages incurred by Lender; (b) The cost of any required or necessary repair, clean up or remediation of the Property in accordance with Environmental Regulations, and the preparation and implementation of any closure, remedial or other required plans pursuant to such Environmental Regulations, including without limitation: (i) The cost of removal or remedial action incurred by Lender which are imposed on Lender by the United States Government or the **State of Indiana **or any other person, or actual and consequential damages suffered by Lender from injury to, destruction of, or loss of natural resources at the Property, including the cost of assessing such injury, destruction or loss, incurred pursuant to any environmental regulations; (ii) Losses incurred by Lender pursuant to any applicable Environmental Regulations consisting of provisions of **Indiana **law; and (iii) The costs and expenses of abatement, correction or clean up, fines, damages, response costs or penalties which arise from the provisions of any Environmental Regulations; and (c) liability for personal injury or property damage incurred by Lender as a result of Hazardous Substances at the Property or other violation of Environmental Regulations arising under statutory or common law tort theory, including damages assessed for the maintenance of a public or private nuisance, response costs or for the carrying on of an abnormally dangerous activity. Notwithstanding the foregoing, the indemnity under this Section 6 shall not apply with respect to any Losses arising as a result of such Indemnified Party’s own gross negligence or willful misconduct.

7.        The foregoing indemnity shall apply to any residual contamination, which occurs prior to the date Lender or a purchaser at a foreclosure sale acquires title to, and obtains possession and control of, the Property, on, under or from the Property or affecting any natural resources arising in connection with the use, generation, manufacturing, production, handling, storage, transport, discharge or disposal of any such Hazardous Substances and irrespective of whether any such activities were or will be undertaken in accordance with Environmental Regulations or other applicable laws, regulations, codes and ordinances. This indemnity is intended to be operable under 42 U.S.C. § 9607(e)(1) and any successor section thereof, and shall survive the release of the lien of the Mortgage, any extinguishment of the lien by foreclosure or action in lieu thereof, and any transfer of the Property by any of the Borrower except as specifically set forth in Section 6, above. Notwithstanding the foregoing, the Borrower shall not have any obligation to indemnify the Indemnified Parties for any Losses occurring solely due to environmental contamination which is determined to have been first generated, stored, used, released, discharged or disposed of at or on the Property after conveyance of title of the Property and possession and control of the Property passes to Lender or other third party. The burden of proof shall be on the Borrower to prove that such contamination occurred after such transfer of title, possession and control in order to be released of its liability pursuant to this provision. Any amounts covered by the foregoing indemnification shall bear interest from the date paid at the Default Rate and shall be secured hereby.

8.        Borrower agrees that its obligations hereunder are not secured by the Mortgage, and that Lender may enforce the provisions of this Agreement following re-conveyance, extinguishment, non-judicial or judicial foreclosure of the Mortgage, or conveyance by deed in lieu of foreclosure of the Mortgage.

9.        If any claim is made or brought against Lender that is subject to the indemnification set forth in this Agreement, Borrower shall defend the same, if necessary in the name of Lender, by attorneys approved by Lender. Notwithstanding the foregoing, Lender may in its discretion, upon the occurrence of any claim, engage its own attorneys to defend or assist therein and at Lender's option, its counsel shall control the litigation or resolution of such claim. Borrower shall pay or, on ten (10) days’ prior demand therefore, shall reimburse Lender for the payment of the Lender’s out-of-pocket attorney’s fees and expenses pursuant to this Section 9.

10.        All notices and demands provided for herein or required by law shall be in writing and shall be deemed to have been given (unless otherwise required by the specific provisions hereof or by law in respect to any matter) when deposited in the United States mail, registered or certified, return receipt requested, postage prepaid, addressed as follows:

If to Borrower at: PC Indiana Carmel LLC 20 S. Charles Street, Suite 403 #1965 Baltimore, Maryland 21201
If to Lender at: Academy Bank, N.A. KC Tower 1201 Walnut Street, Suite 1100 Kansas City, Missouri 64106 Attn: Director of National Commercial Real Estate Lending

or addressed to any such party at such other address as such party shall hereafter furnish by written notice to the other party hereto.

11.        The representations, warranties, indemnities and covenants contained herein shall survive the discharge of the Mortgage, whether through full payment of the Loan, foreclosure, deed in lieu of foreclosure, or otherwise. Lender's rights and remedies against Borrower hereunder shall be in addition to and not in lieu of all other rights and remedies of Lender at law or in equity. All obligations, representations, and warranties of Borrower hereunder shall be joint and several as to the Borrower and with recourse to any and all assets of Borrower and shall not be limited to the Property. Any amounts covered by the indemnification provisions herein shall bear interest from the date paid or advanced by Lender at the Default Rate stated in the Note and shall be secured hereby. Borrower is entering into this Agreement in partial consideration for the benefits that will accrue to them by reason of the making of the Loan herein described.

12.        This Agreement shall be binding upon Borrower and their successors and assigns, and shall inure to the benefit of and may be enforced by Lender, its successors and assigns, including without limitation any subsequent holder of the Loan Documents.

13.        To the extent there is any conflict between the provisions of this Agreement and the provisions of the Mortgage or any document executed in connection therewith, the terms of this Agreement shall control. This Agreement shall be governed by and be construed in accordance with the laws of the State of Missouri.

14.        By signing below, the Guarantor(s) agree(s) to be jointly and severally liable for the obligations of Borrower hereunder.

15.        WAIVER OF JURY TRIAL.TO THE EXTENT PERMITTED BY APPLICABLE LAW,BORROWER WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH BORROWER AND LENDER MAY BE PARTIES, ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO, THIS ENVIRONMENTAL INDEMNITY AGREEMENT, OR ANY OF THE LOAN DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE BORROWER AND BORROWER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT.BORROWER FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.BORROWER AGREES AND CONSENTS THAT LENDER MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS DOCUMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF BORROWER TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

(Signatures on Following Page)

IN WITNESS WHEREOF, Borrower has set its hand on the date first shown above. PC Indiana Carmel LLC, an Indiana limited liability company By Conrad Ivie (also known as Conrad B. Ivie), President RATIFICATION OF GUARANTORS The undersigned Guarantors agree to be jointly and severally liable for the obligations of Borrower under the foregoing Agreement. Physicians Capital Management Corporation, a Maryland limited liability company By Conrad B. Ivie (also known as Conrad Ivie), Chief Executive Officer Conrad B. Ivie (also known as Conrad Ivie)

EXHIBIT A

For APN/Parcel ID(s): 29-10-22-022-003.000-018

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

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