EXHIBIT 10.4

Exhibit 10.4

LEASE AGREEMENT BY AND BETWEEN EQ HAZEL DEVELOPMENT, LLC; THOMAS W. MOORE, TRUSTEE OF THE JOAN M. MOORE TRUST DATED DECEMBER 2, 2016; AND FOUR MOORE INVESTMENTS, LLC (COLLECTIVELY, "LANDLORD") AND INTUITIVE HEALTH OF HAMILTON COUNTY, LLC, a Delaware limited liability company (''TENANT") DATED: November 30, 2018

LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") is made as of this 30 day of November , 2018, by and between EQ Hazel Development, LLC, an Indiana limited liability company; Thomas W. Moore, Trustee of the Joan M. Moore Trust dated December 2, 2016; and Four Moore Investments, LLC, as tenants in common (collectively, "Landlord"), and Intuitive Health of Hamilton County, LLC, a Delaware limited liability company ("Tenant"). ARTICLE 1 -CONSTRUCTION OF SHELL BUILDING 1. 1. Construction of Shell Building. Using an architect selected by Landlord and reasonably acceptable to Tenant (the "Architect"), Landlord shall, at Landlord's sole cost and expense construct a building ("Building") and certain improvements in substantial accordance with the specifications shown and detailed in Exhibit B and the Construction Drawings (as defined in Section 1.3), with such minor variations as Landlord may deem advisable and with such construction sometimes hereinafter referred to as "Landlord's Work". The Building is estimated to contain approximately 10,922 rentable square feet to be leased hereunder to Tenant on the property shown on Exhibit A, attached hereto and incorporated herein (the "Property") which shall be measured in accordance with Section 1.8. 1.2. Commercially Reasonable E(forts Required; Substantial Completion. Landlord shall use its best efforts and take all commercially reasonable steps to Substantially Complete (as hereinafter defined) Landlord's Work per Landlord's Work Schedule attached hereto as Schedule 1.2. For purposes of this Lease, "Substantial Completion" of Landlord's Work shall occur when (i) Landlord's Work is sufficiently complete in accordance with Tenant's specifications so that Tenant can occupy or utilize the Building for its intended use, as detailed in Section 4.1 of this Lease, (ii) Landlord secures all other required permits and approvals from governmental authorities having jurisdiction over the Building except for any permits or approvals related to the Tenant Improvements or Tenant's business operations. Substantial Completion shall have occurred even though minor details of construction, decoration, landscaping and mechanical adjustments remain to be completed by Landlord (customary punch list items). If Tenant occupies the Building prior to the Commencement Date, Tenant shall fully comply with all terms and conditions of this Lease including, but not limited to obtaining any and all insurance required by this Lease and promptly providing a copy thereof to Landlord. If on the Delivery Date there should remain items of Landlord's Work to be completed, Landlord and Tenant shall within ten (10) business days from the Delivery Date prepare a written list (the "Punch List") of such uncompleted items. Landlord agrees to complete the Punch List item(s) with all due diligence. Subject to the delivery of the Punch List, Tenant shall be deemed to have accepted the Building and Landlord's Work shall be deemed to have been completed in accordance with the terms of 2

this Lease, unless Tenant notifies Landlord in writing within ten (10) days after the Delivery Date as to any Punch List item(s), Tenant waives any claim as to matters not listed in said notice. 1.3. Approval ofthe Construction Drawings. (a) No later than fourteen (14) days after the later of the (i) full execution of this Lease and (ii) Landlord's receipt of Tenant's approved floor plan ("CD Delivery Date"), Landlord shall, in accordance with the pre-approved site plan ("Site Plan"), attached hereto as Exhibit B-1 prepare and furnish to Tenant, at Landlord's sole cost and expense, in compliance with applicable laws, statutes, ordinances and codes, with construction drawings (which plans shall be consistent with the specifications shown on Exhibit B) ("Construction Drawings") for the construction of Landlord's Work. Within five (5) business days after receipt of the Construction Drawings, Tenant shall either (i) approve the Construction Drawings in writing, or (ii) advise Landlord in writing of any reasonable changes or additions Tenant requires to the Construction Drawings. If Tenant advises Landlord that changes to the Construction Drawings are required, then Landlord shall have five (5) business days after receipt of notice to implement such revisions and re-submit the Construction Drawings to Tenant for approval. This process shall continue until the Construction Drawings are approved by Tenant (the date Landlord receives notice of such approval being hereinafter referred to as the "CD Approval Date"). Tenant will not unreasonably withhold or delay Tenant's approval of the Construction Drawings. (b) Once the Construction Drawings are approved, Landlord must apply for building permit within five (5) business days. Failure to apply for the permits or obtain the permits once approved will be considered a Material Breach of this Lease and Tenant may terminate this Lease with five (5) days prior written notice to Landlord. If during such five day period, Landlord applies for such permits, then the termination right hereunder shall expire and this Lease shall remain in full force and effect. (c) Subject to Tenant's prior written approval of the Construction Drawings, Landlord shall be entitled to design the Building and otherwise complete Landlord's Work as Landlord deems reasonably necessary and appropriate. Tenant's approval rights as to all plans, drawings and specifications shall be limited solely to the matters as to which Tenant has approval rights as specifically provided for in this Section 1.3, and all other plans, drawings and specifications submitted to Tenant, if any, shall not be subject to Tenant's approval, but shall be submitted only for Tenant's information and use. Tenant will not unreasonably withhold or delay Tenant's approval of any of Landlord's plans and specifications as to which Tenant has approval rights. ( d) Landlord shall pay all impact, facility and connection fees (including, but not limited to, all utility hook-up and connection fees) imposed by regulatory authorities arising from the construction of Landlord's Work. ( e) Promptly following the approval by Tenant of the Construction Drawings, Landlord and Tenant agree to sign and attach to this Lease as Exhibit B-2 a schedule identifying each approved drawing or document constituting a part of the Construction Drawings. 3

1 .4. Cooperation; Non-Interference. Landlord and Tenant shall in good faith review and approve (or disapprove), process and perform any obligation pursuant to this Lease concerning approval of plans, or concerning the construction of Landlord's Work with all due diligence and reasonable speed including, without limitation, approvals, reviews, shop drawings, change orders, subcontractor bids, value engineering, and inspections, with the objective of facilitating the construction of Landlord's Work as quickly as reasonably possible. During the construction of Landlord's Work, Tenant agrees to refrain from interfering with or hindering Landlord's construction activities in the Building. 1.5. Changes to the Construction. (a) The Construction Drawings or Exhibit B (Landlord's Work) may be changed from time to time by mutual agreement of the parties, in the manner provided for in Section 1.3. If any material error or omission is discovered in the Construction Drawings or Landlord's Work, then the party discovering same shall immediately notify the other in writing and the Construction Drawings and/or Landlord's Work shall be subsequently modified or changed where reasonably necessary. (b) If changes to the scope of the Landlord's Work results from one of the following: (i) a request for a material change from the Tenant, or (ii) a material change as a result of the discovery of unforeseen site conditions, or (iii) a material change resulting from the direction of the local governmental authority, then, the Landlord will obtain from its contractor and furnish to Tenant's Project Manager within ten (10) business days from the date of issuance of such request or the date of such discovery, an itemized analysis of the increased cost, including a detailed budget setting out (with unit costs) the amount of additional time, materials, and labor which will be required to complete the requested changes. (c) If a change in the Construction Drawings or Landlord's Work will cause a delay in the completion of Landlord's Work, and if within five (5) business days after such delay occurs (provided such delay is caused by a change in the Construction Drawings requested by Tenant), Landlord notifies Tenant in writing of the extent of and reasons for such delay, then the date provided for in Section 1.2 for Landlord to complete Landlord's Work shall be extended by one (1) day for each day of delay caused by the changes. Further, Landlord shall be entitled to one (1) day of extension for each day of delay caused by a "Tenant Delay Day" which shall mean each day of delay in the performance of the Landlord's Work that occurs a) because Tenant fails, due to no fault of Landlord, to timely furnish any information or deliver or approve any required documents such as the space plans or working drawings (whether preliminary, interim revisions or final), pricing estimates, construction bids, and the like, or b) because an agent or employee of Tenant otherwise delays completion of the Landlord's Work. 1.6. Tenant's Right to Inspect and Test. At any time after the Delivery Date, Tenant shall be allowed entry into the Building in order to inspect and test all mechanical, electrical and utility systems servicing the Building and in order to insure proper installation and use thereof. 1. 7. Material Inducement. Landlord hereby recognizes and acknowledges that its obligation hereunder to Substantially Complete construction of Landlord's Work on or before the Delivery 4

Date constitutes a material inducement to Tenant to enter into this Lease. As such, and subject to delays contemplated in Section l.5(c), in the event that (i) Landlord fails to timely complete all of Landlord Work as required under this Article 1 and (ii) if such failure is not caused by the acts contemplated under Article 22 of this Lease, Tenant shall have the option to exercise one of the following remedies: (i) Receive one free day of Rent for every day beginning on the Delivery Date and continuing until Landlord's Work is Substantially Complete; (ii) Exercise its rights under Section 17.4 of this Lease; and (iii) If such delay extends beyond one hundred twenty (120) days after the Delivery Date, terminate the Lease. 1.8. Re-measurement. The parties hereby agree that within thirty (30) days after the Delivery Date, the rentable square footage of the Building shall be measured and certified by the Architect or by a registered architect or engineer selected by Landlord and reasonably acceptable to Tenant, at Landlord's sole cost and expense, pursuant to Building Owners and Managers Association (BOMA) Office Buildings: Standard Methods of Measurement (ANSI/BOMA Z65. J 2010) and the rentable square footage of the Building as determined therewith shall be documented in the Commencement Date Certificate, in the form attached hereto as Exhibit C. ARTICLE 2 -LEASE OF THE BUILDING; TERM 2.1. Lease of Building. The term of this Lease shall be for an initial twenty (20) years ("Initial Term") commencing on the date that is thirty (30) days from the date Tenant receives a certificate of occupancy for the Building but in no event later than one hundred twenty (120) days after the Delivery Date (the "Commencement Date"), and terminating on the last full calendar month of the Initial Term. The parties shall execute and deliver the Commencement Date Certificate in the form set forth in Exhibit C attached to this Lease, in order to confirm and memorialize the Commencement Date. 2.2. Options to Extend Term. Landlord hereby grants to Tenant four (4) options to extend the term of this Lease ("Renewal Option") for a period of five ( 5) lease years each ( each an "Option Term" or collectively as the "Option Terms"). The lease of the Building for each Option Term shall be on the same terms and conditions contained in this Lease except that the Rent for the Option Term shall be determined pursuant to the terms and conditions of Section 3.2 of this Lease. Each Option Term may be exercised only by written notice delivered by Tenant to Landlord no later than 180 days prior to the expiration of the then current term. Tenant may only exercise an Option if, on the date of delivery of the notice to Landlord, Tenant is not in default of this Lease beyond the expiration of any applicable cure periods. If Tenant shall fail to exercise an Option Term, all subsequent Option Terms shall terminate. The Initial Term and the Option Terms are hereby referred to collectively as the "Lease Term". ARTICLE 3 -RENT AND SECURITY DEPOSIT 3.1. Rent,· Pro-ration for Partial Months. Commencing on the Commencement Date and during the Initial Term, Tenant shall pay to Landlord annual rent ("Rent") as follows: 5

Lease Year Base Rent/rsf Annual Base Rent 1 $67.28 $734,832 2 $68.63 $749,529 3 $70.00 $764,519 4 $71.40 $779,810 5 $72.83 $795,406 6 $74.28 $811,314 7 $75.77 $827,540 8 $77.28 $844,091 9 $78.83 $860,973 10 $80.41 $878,192 11 $82.01 $895,756 12 $83.65 $913,671 13 $85.33 $931,945 14 $87.03 $950,584 15 $88.77 $969,595 16 $90.55 $988,987 17 $92.36 $1,008,767 18 $94.21 $1,028,942 19 $96.09 $1,049,521 20 $98.01 $1,070,512 in advance on or before the first day of every calendar month, without any setoff or deduction except as provided elsewhere in this Lease. Payment of Rent shall be made to Landlord at the address specified in Section 26.15 of this Lease, or at such other place that Landlord may from time to time designate in writing. The Rent for the first full calendar month of the Initial Term shall be paid no later than fifteen (15) days after the Commencement Date. If any payment of Rent is for a period shorter than one full calendar month, Rent for that fractional calendar month shall accrue on a daily basis at a rate equal to 1/365 of the annual Rent. 3 .1.1. Calculation and Adiustment of Rent. The parties agree that the Rent set forth in Section 3.1 above is based on "not to exceed" Estimated Total Project Costs of $9,185,000.00 (the "Not to Exceed Costs") multiplied by a rent constant of 8% (the "Rent Constant") and escalating at 2% per Lease Year. If the Actual Total Project Costs (not including those Project costs associated with change orders under Section 1.5(b)(i) or 1.5(b)(ii)) will exceed the Not to Exceed Costs, the amount by which the Actual Total Project Costs exceed the Not to Exceed Costs shall not be included in calculating Rent as provided below. Landlord shall be solely responsible for such excess costs. Any changes under Section l.5(b) must be approved and agreed to in writing by a designated representative of both Landlord and Tenant at the time that those cost changes (potential or otherwise) are identified. Landlord's representative for such approval is Steven P. Wathen. Tenant's representative for such approvals is Pat McColpin. 6

Within 120 days following the Delivery Date, Landlord shall provide Tenant with a summary of the actual total project costs (the "Actual Total Project Costs"), which, other than change orders under Section l.5(b)(i) or l.5(b)(ii), shall include, but not be limited to, cost adjustments associated with any project scope changes caused by municipal permit review and inspection comments, revisions to the construction plan documents initiated by Tenant scope changes or omissions, or conflicts by design consultants. Tenant shall have fourteen (14) days to review and object to the Actual Total Project Costs. If Tenant fails to object during this period, then the Actual Total Project Costs shall be deemed approved. If Tenant does object, Tenant shall deliver a written objection to Landlord setting forth the grounds for its objection and its proposed Actual Total Project Costs. The Landlord shall then have ten (10) days to respond to such objection. The failure to so respond shall be deemed an acceptance of Tenant's proposed Actual Total Project Costs. This process shall continue until the parties reach an agreement as to the Actual Total Project Costs or determine that no agreement can be reached, in which case the parties shall subject themselves to binding mediation before a mutually agreeable mediator located in the locale of the Property who shall issue a determination of the Actual Total Project Costs based upon materials, evidence, and testimony presented to the mediator. The parties shall then calculate the final Rent by multiplying the Actual Total Project Costs times the Rent Cost (the "Final Rent"). The Final Rent amount shall escalate by 2% each Lease year. Any adjustment to the Rent originally set forth in Section 3.1 shall be documented by the parties via an amendment to this Lease or in the Commencement Date Certificate, in the form attached hereto as Exhibit C. 3.2. Rent for Option Terms. Rent for each Option Term shall be equal to an amount that is equal to the Rent during the 12-month period immediately preceding the commencement of the applicable Option Term and shall increase by 2% each Lease year thereafter. 3.3. Late Payment o(Rent. If Landlord does not receive any payment of Rent within five (5) days after that Rent is due, interest shall accrue on such unpaid Rent at the rate of ten percent ( 10%) per annum until fully paid by Tenant. 3.4 Security Deposit. Within ten (10) days following the full execution of this Lease, Tenant shall deposit with Landlord a security deposit in amount equal to the estimated first month's Rent (the "Security Deposit"). The Security Deposit shall be held by Landlord as security for the performance by Tenant of Tenant's covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be considered an advance payment of rental or a measure of Tenant's damages in case of default by Tenant. Landlord may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearages of rent or to satisfy any other covenant or obligation of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not in default at the termination of this Lease, the balance of the Security Deposit remaining after any such application shall be returned by Landlord to Tenant. Within fifteen (15) days of the execution of the Commencement Date Certificate, the parties shall adjust the Security Deposit based on the final Rent determination. 7

3.5 Asset Management Fee. Tenant shall pay, as additional rent, to Landlord an asset management fee in the amount of $7,000.00 per annum payable in equal monthly installments of $583.34 along with Tenant's payment of Rent. ARTICLE 4 -USE AND COMPLIANCE WITH LAWS 4.1. Permitted Use. Tenant shall use and occupy the Building for the purpose of operating a free standing emergency department and urgent care center, hospital outpatient department and related medical, office and administrative uses. Tenant shall not use or occupy the Building for any other purpose without prior written notification to the Landlord. Tenant shall not conduct any activity in the Building that are offensive, or in a manner that violates federal, state, county, city, or government agency laws, statutes, ordinances, standards, rules, requirements, or orders now in force or hereafter enacted, promulgated, or issued (collectively, "Laws"). Tenant may operate in the Building, at Tenant's option, on a three hundred sixty-five (365) days a year, seven (7) days a week, twenty-four (24) hours-a-day basis, subject, however, to zoning and other regulatory requirements. 4.2. Condition of Building; Repairs and Replacements. Tenant shall keep the Building in a neat and orderly fashion during the Lease Term. Tenant, at Tenant's sole expense, shall promptly make all repairs, replacements, alterations, or improvements to the Building including any Alterations (as defined in Article 5), fixtures, and furnishings, in order to comply with all Laws to the extent that such Laws relate to or are triggered by Tenant's particular use of the Building. Notwithstanding the foregoing, Tenant shall not be obligated to make any structural changes to the Building. Landlord, at Landlord's sole expense, shall promptly make all repairs, replacements, alterations, or improvements, retrofitting, or remediation needed to comply with all Laws to the extent that such Laws apply to the Building as a whole, or any of its structural components or mechanical or electrical systems. ARTICLE 5 -ALTERATIONS; TENANT'S RIGHT TO EXPAND 5.1. General. Tenant may remodel the Building during the Lease Term in accordance with the terms and conditions of Section 5 .2 of this Lease. In addition, without the necessity of obtaining Landlord's consent, Tenant may install such counters, partitions, walls, shelving, fixtures, fittings, machinery and equipment in the Building as Tenant deems necessary to conduct its business. Tenant may also install a television or satellite antenna on the roof of the Building, flues and wall or roof penetrations and an emergency generator in a location close in proximity to the Building so long as any roof penetrations or installations do not result in the voidance of Landlord's warranty for the roof. Tenant shall cooperate with Landlord with respect to the location and method of installation of such equipment and Tenant shall reasonably cooperate with Landlord's roofing contractor to ensure that such work does not void Landlord's roofing warranty. 5.2. Alterations; Notification to Landlord Required. Notwithstanding anything contained in Section 5.1, Tenant shall not be permitted to make any alteration or modification to the Building after the Commencement Date which either (a) costs more than Two Hundred Thousand Dollars ($200,000) in each instance or (b) affects the structural, electrical, mechanical or life safety systems of the Building, without prior written approval of the Landlord which shall not be 8

unreasonably withheld or delayed. Tenant shall be responsible for all costs associated with an Alteration that: (a) adversely impacts the structural integrity of the Building or any of its mechanical and electrical systems; or (b) results in Landlord being required to perform any work pursuant to any Law that Landlord could otherwise avoid or defer had the Alterations not been made. 5.3. Compliance with Laws and Insurance Requirements. Tenant shall ensure that its construction of all Alterations complies with all Laws and any applicable requirements. Tenant shall obtain all permits that may be required by any governmental entity having jurisdiction over the Building. 5.4. Manner of Construction and Payment. Tenant shall have the right to use contractors and subcontractors of its choosing. All work relating to any Alterations shall be done in a good and workmanlike manner, using materials equivalent in quality to those used in the construction of the Building. The construction of Alterations by Tenant shall be diligently prosecuted to completion. 5.5. Payment for Alterations. Tenant shall promptly pay all charges and costs incurred in connection with its construction of all Alterations. Subject to the terms of Article 7 of this Lease, Tenant covenants not to suffer any mechanic's liens to be filed against the Property or the Building by reason of any work, labor, services or materials performed at or furnished to the Building by Tenant, or by anyone acting through or on behalf of Tenant related to the construction of any Alteration. 5.6. Expansion Right. During the Lease Term, Tenant shall have the right upon no less than thirty (30) days written notice to Landlord, to expand the square footage of the Building, and/or the parking areas, as the case may be, up to the maximum extent allowed by local zoning, building, and other requirements. Subject to the terms and conditions contained herein, Landlord shall have the option to either perform construction of the work required by Tenant at its sole cost and expense or allow Tenant to perform such work. Landlord shall give written notice of its election to Tenant within fifteen (15) days ofreceipt of Tenant's written notice. In the event that Landlord elects to perform the work, Landlord and Tenant shall negotiate an incremental increase in the Rent based on the cost of the expansion and the Rent Factor set forth above. In the event that Tenant performs the expansion work instead of Landlord, Tenant shall do so at its sole cost and expense with no incremental increase to Rent for the remainder of the Lease Term and Landlord shall be entitled to keep such completed expansion work on the expiration or earlier termination of this Lease without additional payment by Landlord. ARTICLE 6 -REPAIRS AND MAINTENANCE 6.1. Tenant's Repair and Maintenance Obligations. During the Lease Term, Tenant shall, at its sole cost and expense, maintain, repair, and replace the mechanical, structural and non-structural portions of the interior and exterior of the Building, including, but not limited to, landscaping, parking, pylon signage, and all Tenant Alterations, in good order and repair and free of refuse. Tenant shall provide all janitorial, ice and snow removal, and trash and refuse removal. In furtherance of describing the foregoing obligations and not in limitation thereof, such maintenance, repair, and replacement obligations shall include, without limitation, all necessary 9

repairs and/or replacements to the foundations, including the slab, structure, load bearing walls, exterior walls, the roof and roof supports, columns, retaining walls, gutters, downspouts, flashings, and footings and the parking areas (including surfacing, striping, paving and sealing), curbing, sidewalks and directional markers, water mains, gas and sewer lines, private roadways, landscape, loading docks, if any, and provision and repair of adequate lighting required by Tenant. 6.2. Landlord's Repair and Maintenance Obligations. This Lease is intended by the Parties to be a true, absolute, triple net lease. As such, except as otherwise set forth in this Lease, Landlord shall have no maintenance or repair obligations related to the Building. 6.3. Limitations on Repair and Maintenance Obligations and Defaults. All of the foregoing in this Article 6 notwithstanding, neither Landlord nor Tenant shall be obligated to perform any maintenance, repair or replacement necessitated by the negligence or willful misconduct of the other party, or of the other's employees, contractors, or agents. The party whose negligence or willful misconduct caused the need for such maintenance, repair or replacement shall be responsible for same, at its sole cost. Neither party shall be in default of its repair and maintenance obligations under this Article 6 if Landlord or Tenant, as the case may be, begins performing repairs and maintenance and, due to the nature of the particular repair or maintenance obligation, more than thirty (30) days are reasonably required to complete such work and the responsible party is diligently prosecuting such work to completion. ARTICLE 7 -COVENANT AGAINST LIENS 7.1. Covenant Against Liens. Tenant shall not permit mechanics' or other liens to be placed upon the Property or the Building or Tenant's leasehold interest therein. Landlord shall have the right to post and record notices of non-responsibility in the Building during Tenant's construction of any Alteration. Within thirty (30) days of written notice from Landlord, Tenant shall fully discharge any lien by settlement, bonding, or insuring over the lien in the manner prescribed by the applicable lien Law. Nothing contained in this Section 7.1 shall restrict or prohibit Tenant from initiating a legal action or defending itself in an existing legal proceeding to determine the validity of any lien or attachment. In all such cases, Tenant shall indemnify, protect, defend, and hold Landlord harmless from and against all claims, demands, causes of action loss, damage, liability, costs, and expenses (including attorneys' fees and court costs) relating to such liens and attachments. In no event shall Tenant be in default under the terms of this Lease so long as Tenant is diligently pursuing the full discharge of any lien placed upon the Property or the Building, as the case may be (so long as Tenant has bonded or insured over the lien within 30 days as provided above). ARTICLE 8 -ENTRY BY LANDLORD 8.1. Landlord's Access to Building. Tenant shall permit Landlord or its agent to enter the Building during regular business hours and with twenty four (24) hour advance notice to: (a) inspect the Building, (b) make such alterations, maintenance, or repairs therein as may be required under this Lease, ( c) show the Building to prospective purchasers or mortgagees or to ground or underlying landlords, or ( d) serve or post all notices required by law or permitted by this Lease. In addition to the foregoing, during the last ninety (90) days of the Lease Term, Tenant shall permit Landlord to show the Building to prospective tenants at reasonable times, 10

and to place notices on the front of the Building or on any part thereof offering the Building for lease. Landlord shall exercise its rights under this Article 8 at such times and in such a manner as to minimize the impact of any interference with Tenant's business in and occupancy of the Building. 8.1.1. Emergency Entries. Landlord and Landlord's agents may enter the Building without any advance notice when necessary to address emergency situations. For purposes of this Section 8 .1.1, an emergency situation is one that poses a threat of imminent bodily harm or property damage. If Landlord makes an emergency entry into the Building when no authorized representative of Tenant is present, Landlord shall provide notice to Tenant as soon as reasonably possible after that entry and shall take reasonable steps to secure the Building until a representative of Tenant arrives at the Building. 8.2. HIP AA Compliance Provision. Landlord acknowledges that Tenant is subject to the provisions of the Health Insurance Portability and Accountability Act of 1996 and related regulations ("HIP AA"), and that HIP AA requires Tenant to ensure the safety and confidentiality of patient medical records. Landlord further acknowledges that, in order for Tenant to comply with HIP AA, Tenant must restrict access to the portions of the Building where patient medical records are kept or stored. Landlord hereby agrees that, notwithstanding the right of entry granted to Landlord pursuant to this Article 8 and under this Lease, except for an emergency entry into the Building taken pursuant to Section 8.1.1 of this Lease or when accompanied by an authorized representative of Tenant, neither Landlord nor its employees, agents, representatives or contractors shall be permitted to enter those areas of the Building designated by Tenant as locations where patient medical records are kept and/or stored. 8.3. Method o(Entry. Landlord shall at all times have a key or, if applicable, a card key with which to unlock all the doors in the Building except for the locations in the Building designated by Tenant as areas where patient records are kept or stored. In an emergency situation, Landlord shall have the right to use any means that Landlord considers proper to open the doors in and to the Building. Any such entry into the Building by Landlord shall not be considered a forcible or unlawful entry into the Building or an actual or constructive eviction of Tenant from any portion of the Building. ARTICLE 9 -HV AC, UTILITIES AND SERVICES 9.l. HVAC. Tenant shall be responsible for the regular maintenance, repair and replacement of the heating and air conditioning equipment serving the Building ("HVAC") at its sole cost and expense. Tenant shall hire an independent licensed contractor to perform such maintenance. 9.2. Utilities and Services. Landlord shall ensure that water, electricity, gas, sewer, and other standard utility services as outlined in the utility matrix in Exhibit B, attached hereto are provided to the Building prior to the Lease Commencement Date. Landlord shall also be solely responsible for all connection or hook-up charges and fees, including any impact and tapping fees, with respect to utility services supplied to the Building. Tenant shall be responsible for the distribution and bringing of telephone service and cable or satellite television service to the Building. 9.3. Payment of Utility Charges. Tenant shall pay or cause the payment of all charges for gas, water, sewer, electrical, telephone and other utility services supplied to the Building during the 11

Lease Term. Tenant shall receive all savings, credits, allowances, rebates or other incentives granted or awarded by any third party as a result of any of Tenant's utility specifications in the Building. 9 .4. Interruption of Utility Services. In no event shall Landlord be liable for any interruption or failure in the supply of any utility to the Building unless such interruption was caused by the negligence or willful misconduct of Landlord or any person or entity acting on behalf of Landlord. In such event, Tenant shall be entitled to an abatement of Rent for the period of such interruption if Landlord does not make repairs and restore all interrupted services to the Building within two (2) business days. ARTICLE 10-TAXES 10.1. Tax Expenses. "Tax Expenses" means all federal, state, county, or local government or municipal taxes, fees, charges, or other impositions of every kind (whether general, special, ordinary, or extraordinary) during any calendar year (without regard to any different fiscal year used by any government or municipal authority) because of or in connection with the ownership, leasing, and/or operation of the Property or the Building. Tax Expenses shall include taxes, fees, and charges such as real property taxes, general and special assessments, transit taxes, leasehold taxes, and taxes based on the receipt of rent (including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant). Tenant and Landlord acknowledge that assessments, taxes, fees, levies, and charges may be imposed by government agencies for services such as fire protection, street, sidewalk, and road maintenance, conservation, refuse removal, and other governmental services formerly provided without charge to property owners or occupants. Tax Expenses shall also include any government or private assessments ( or the Building's contribution toward a government or private cost-sharing agreement) for the purpose of augmenting or improving the quality of services and amenities normally provided by government agencies. Tenant and Landlord intend that all new and increased assessments, taxes, fees, levies, and charges and all similar assessments, taxes, fees, levies, and charges be included within the definition of "Tax Expenses" for purposes of this Lease. 10.1.1 Excluded Taxes. Notwithstanding the provisions of Section 10.1, all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes applied or measured by Landlord's gross or net income shall not be included in Tax Expenses. 10.2. Payment of Tax Expenses. Tenant shall pay before due all Tax Expenses assessed against the Property. Tenant shall have the right to make arrangements with all relevant taxing authorities so that copies of tax bills are sent to Tenant. At Tenant's sole cost, Tenant may contest (including seeking an abatement or reduction of) any Taxes agreed to be paid hereunder; provided that Tenant first shall satisfy any requirements of Laws, including, if required, that the Taxes be paid in full before being contested. At Tenant's sole cost, Landlord shall assist Tenant as reasonably necessary with respect to any such contest, including joining in and signing applications or pleadings. Any rebate received shall belong to Tenant. 10.3. Payment of Personal Property Taxes. Tenant shall pay before due all taxes levied or assessed against its personal property, furniture, or fixtures placed within the Building. ARTICLE 11 -INSURANCE 12

11.1. Tenant's Insurance. Tenant covenants and agrees that throughout the Lease Term it will keep in full force and effect the following insurance policies: (a) "Special Form" property insurance, including fire and extended coverage, vandalism, malicious mischief, sprinkler leakage and water damage, demolition and debris removal and flood insurance (if the Building is located in a flood hazard area) insuring, on a replacement cost basis, Tenant Improvements and Alterations that Tenant is responsible for. (b) Comprehensive general liability or public liability insurance with limits not less than $2,000,000 combined single limit, including coverage for bodily injury and property damage to third parties. Policies shall be placed with companies holding an A.M. Best's rating of B+ or better. Tenant shall, upon written request, provide the Landlord with a certificate of insurance evidencing the existence and amounts of such insurance required herein and naming Landlord as an additional insured. Notwithstanding the foregoing, the insurance agreed to in this Section 11.1 may be provided in a combination of primary insurance and /or excess/ umbrella insurance. 11.3. Waivers. Landlord and Tenant hereby mutually waive their respective rights of recovery against each other for any loss insured by the "special form" property insurance policy. Each party shall obtain any special endorsements, if required by their insurer to evidence compliance with the aforementioned waiver. 11.4 Landlord's Insurance. During the Lease Term, Landlord will maintain in effect "special form" insurance covering loss of or damage to the Building in the amount of its replacement value with such endorsements and deductibles as Landlord determines from time to time. Landlord will have the right to obtain flood, earthquake, and such other insurance as Landlord determines from time to time or is required by any mortgagee of the Building. Landlord will not insure Tenant's fixtures or equipment or building improvements installed or paid by Tenant. Landlord may obtain commercial general liability insurance in an amount and with coverage determined by Landlord insuring Landlord against liability with respect to the Building. Landlord may also maintain, at its expense, a rental income insurance policy, with loss payable to Landlord, and Tenant agrees to cooperate in Landlord obtaining such policy. ARTICLE 12 -HAZARDOUS MATERIALS; MEDICAL WASTE 12.1. Definition o[Hazardous Materials. Hazardous Materials shall mean any hazardous or toxic substance, material, or waste in any concentration that is or becomes regulated by the United States of America, the state in which the Property is located, or any local governmental authority having jurisdiction over the Building, and shall include: (a) Any "hazardous substance," as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ( 42 United States Code sections 9601-9675); (b) "Hazardous waste," as that term is defined in the Resource Conservation and Recovery Act of 1976 (42 United States Code sections 6901-6992k); 13

( c) Any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable federal, state, or local law, regulation, ordinance, or requirement; (d) Petroleum products, asbestos containing materials ("ACM's") in any form or condition, and polychlorinated biphenyls ("PCB's") and substances or compounds containing ACM's or PCB's; and (e) Radioactive material, including any source, special nuclear, or byproduct material as defined in 42 United States Code sections 201 l-2297g-4; 12.2. Representations and Warranties o(Landlord. Landlord hereby represents and warrants that (a) as of the date of this Lease it has no knowledge of any Hazardous Materials located in, on, or under the Property or the Building, (b) Landlord has provided Tenant with a copy of all tests and reports that Landlord has conducted prior to the date of this Lease which relate to the existence of Hazardous Materials including, without limitation, a Phase I environmental study of the Property, and ( c) Landlord has not received any notices or other notifications from any governmental entity that the Property or the Building is in violation of any environmental law. In the event that a Hazardous Material of whatever kind or nature and wherever located, including, but not limited to, soil, water, building components, above ground or below ground storage containers is found to be present at the Building, or the Property, then so long as the presence of such Hazardous Material is not caused by the action or inaction fault of Tenant, or Tenant's employees, agents, contractors or invitees, Landlord will assume full responsibility and liability for treatment of same in accordance with all applicable Laws. 12.3. Tenant's Use o(Hazardous Materials. Except as may be required in Tenant's ordinary course of business and as provided by law, Tenant shall not cause any Hazardous Materials to be generated, brought onto, used, stored, or disposed of in or about the Property or the Building. Tenant shall comply at all times during the Lease Term with all Laws governing the use, storage, and disposal of Hazardous Materials, including those Laws cited in Section 12.1 of this Lease. 12.4. Notification to Other Party. During the Lease Term, if either Landlord or Tenant becomes aware of (a) any release of any Hazardous Material on, under, or about the Property or the Building or (b) any investigation, proceeding, or claim by any governmental agency regarding the presence of Hazardous Material on, under, or about the Property or the Building, that party shall give the other party written notice of the release or investigation within three (3) days after learning of it and shall simultaneously furnish to the other party copies of any claims, notices of violation, reports, or other writings received by the party providing notice that concern the release or investigation. 12.5. Remediation Obligations. If the presence of any Hazardous Material brought onto the Property or the Building by either Landlord or Tenant or by Landlord's or Tenant's employees, agents, contractors, or invitees results in contamination of the Property or the Building, that the responsible party shall promptly take all necessary actions, at its sole cost and expense, to return the Property or the Building, as the case may be, to the condition that existed before the introduction of such Hazardous Material. If Landlord undertakes any cleanup, remediation, detoxification, or similar action pursuant to this Section 12.5 as a result of the presence, release, or disposal in or about the Property or the Building of any Hazardous Material, except for Hazardous Materials which are present due to the action or inaction of Tenant, and that action requires that Tenant be denied access or use of the Building to conduct its business in the 14

Building for a period of greater than one (1) business day, Rent payable under this Lease shall be abated for the period that Tenant is unable to conduct its business in the Building. 12.6. Indemnifications. Landlord and Tenant shall, at that party's sole expense and with counsel reasonably acceptable to the other party, indemnify, defend, and hold harmless the other party and the other party's shareholders, directors, officers, employees, partners, affiliates, agents, and successors with respect to all losses arising out of or resulting from the release of any Hazardous Material in, on, under or about the Property or the Building, or the violation of any environmental law, by that party or that party's agents, assignees, subtenants, contractors, or invitees. This indemnification includes all losses, costs of characterization, costs of removal, remedial actions, repairs, liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, orders, or judgments), damages (including consequential and punitive damages), and costs (including attorney, consultant, and expert fees and expenses) resulting from the release or violation. This indemnification shall survive the expiration or earlier termination of this Lease. 12.7. Medical Waste. For purposes of this Lease, "Medical Waste" shall include (i) medical devices, instruments, or paraphernalia such as syringes, sutures, swabs or wraps of any sort that are intended to come into contact with any part of the body, and (ii) biological wastes and other waste materials that results from the administration of medical care to a patient by Tenant. During the Lease Term, Tenant shall be responsible for the removal of all Medical Waste from the Building. Notwithstanding anything to the contrary contained in this Lease or any exhibit to this Lease, Tenant shall, at all times during the Term, in a manner consistent with applicable law, (a) determine the kind of container in which to store medical waste in the Building prior to its disposal, (b) dispose of medical waste generated in the Building, and/or ( c) retain the services of a licensed independent contractor to dispose of the medical waste generated in the Building. ARTICLE 13 -INDEMNIFICATIONS 13.1. Indemnification by Tenant. Tenant agrees to indemnify and hold Landlord harmless against all claims, demands, costs and expenses, including reasonable attorney's fees for the defense thereof, arising from Tenant's conduct, management of Tenant's business, use and occupancy of the Building, construction of Alterations, breach of any of the terms and conditions of this Lease, or the negligence or willful misconduct of Tenant, its agents, servants, contractors or employees. Notwithstanding anything to the contrary contained herein, the foregoing provision shall not be construed to hold Tenant responsible for any loss, damage, liability or expense resulting from injuries caused by any negligence or intentional misconduct of Landlord, its agents, servants, contractors or employees. In case of any action or proceeding brought against Landlord by reason of such claim as is described in the initial sentence of this paragraph, Tenant, upon written notice from Landlord, covenants to defend such action or proceeding by counsel reasonably acceptable to Landlord. 13.2. Indemnification by Landlord. Landlord agrees to indemnify and hold Tenant harmless against all claims, demands, costs and expenses, including reasonable attorney's fees for the defense thereof, arising from Landlord's conduct, management of Landlord's business, construction of improvements by Landlord including Landlord's Work, breach of any of the terms and conditions of this Lease, or the negligence or willful misconduct of Landlord, its agents, servants, contractors or employees. Notwithstanding anything to the contrary contained 15

herein, the foregoing provision shall not be construed to hold Landlord responsible for any loss, damage, liability or expense resulting from injuries caused by any negligence or intentional misconduct of Tenant, its agents, servants, contractors or employees. In case of any action or proceeding brought against Tenant by reason of such claim as is described in the initial sentence of this paragraph, Landlord, upon written notice from Tenant, covenants to defend such action or proceeding by counsel reasonably acceptable to Tenant. ARTICLE 14 -DAMAGE AND DESTRUCTION 14.1. Partial Damage or Destruction. lfno more than twenty-five percent (25%) of the Property, Building, or parking areas are partially destroyed from any cause and such damage or destruction renders the Building partially inaccessible or unusable, Landlord shall promptly restore the Property, Building, or parking areas to substantially the same condition as they were in immediately before the destruction within one hundred eighty (180) days after the date of such partial destruction. Rent shall be abated for the portion of the Building not occupied by Tenant during the time of such restoration and for any portion of the Building which may be occupied by Tenant but which are unfit for the purposes permitted under this Lease. In the event that Landlord fails to restore the Property, Building, or parking areas, as the case may be, within the ne hundred eighty (180) day timeframe provided herein, Tenant shall have right to terminate this Lease upon ten (10) days' notice to Landlord or exercise its rights under Section 17.4 of this Lease. Notwithstanding the foregoing, Landlord shall not be required to make any repairs or restorations that are prohibited by law, and Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. 14.2. Complete Damage or Destruction. If twenty-five percent (25%) or more of the Property, Building, or parking areas are destroyed from any cause, such damage shall be deemed a complete destruction for purposes of this Lease. In such event, Landlord shall, within sixty (60) days after the date of the casualty, commence its reconstruction unless this Lease is otherwise terminated as provided herein. The following provisions shall apply in the event of a complete destruction: (a) Landlord and Tenant shall each have the right to terminate this Lease upon thirty (30) days written notice to the other party if Landlord's commercially reasonable determination of period for reconstruction will exceed two-hundred and seventy (270) days from the date of the casualty; (b) Rent shall be fully abated during the period beginning on the date of the casualty and ending on the date of completion of Landlord's restoration obligations as provided in this Article 14. If Tenant occupies a portion of the Building during Landlord's restoration of the Building, Rent shall be abated only for the portion of the Building not occupied by Tenant. 14.3. Damage Near End of Term. Notwithstanding any other provision of this Article 14 to the contrary, if any portion of the Property, Building, or parking areas are destroyed or damaged by a casualty during the last twelve (12) months of the Lease Term, Landlord and Tenant shall each have the option to terminate this Lease by giving ten (10) days written notice to the other party within thirty (30) days of the date of the casualty. 14.4. Effective Date of Termination; Rent Apportionment. If Landlord or Tenant elects to terminate this Lease under this Article 14 in connection with a casualty, Tenant shall pay Rent 16

properly apportioned up to the date of the casualty. After the effective date of the termination, Landlord and Tenant shall be discharged of all future obligations under this Lease, except for those provisions that, by their terms, survive the expiration or earlier termination of the Lease. ARTICLE 15 -CONDEMNATION 15 .1. Condemnation. If any portion of the Building or the parking lot serving the Building is taken or condemned by any competent authority for any public or quasi-public use or purpose or is sold to the condemning authority in lieu of condemnation, and such condemnation renders the Building inaccessible or unusable, Landlord and Tenant shall each have the right to terminate this Lease upon thirty (30) days written notice to the other party. Tenant shall have the right to make such claims as may be available to Tenant under applicable law, provided such claims do not reduce the amount of condemnation proceeds available to Landlord. 15.2. Apportionment ofRent. If this Lease is terminated under this Article 15, Tenant shall only be obligated to pay Rent for the period up to, but not including, the termination date of this Lease. Landlord shall return to Tenant any prepaid Rent allocable to any period on or after the Termination Date. ARTICLE 16 -ASSIGNMENT AND SUBLEASING 16.1. Restricted Transfers by Tenant. Except as provided in Section 16.2 of this Lease, Tenant shall not voluntarily assign, sublease or otherwise encumber any part of its interest in this Lease or in the Building without Landlord's prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Concurrent with Tenant's written request for Landlord's consent to a transfer, Tenant shall provide Landlord with (a) information regarding the proposed transferee, including their name, address, and ownership profile, (b) the nature of the proposed transferee's business and anticipated use of the Building; ( c) current audited financial statements of the proposed transferee, and ( d) all material terms of the proposed transfer, including the rent to be paid by the proposed transferee for the term of the proposed assignment or sublease, the portion of the Building to be transferred, a general description of any planned alterations or improvements to be made by the proposed transferee to the Building, the effective date of the transfer, and copies of other relevant documentation concerning the proposed transfer to the extent then available. Notwithstanding the foregoing, Landlord specifically acknowledges, consents, and agrees to the sublease of the Building to Riverview Health under the terms of a sublease agreement dated of even date herewith substantially and materially in the form attached hereto as Exhibit F and incorporated herein by reference (the "Riverview Sublease"). The Riverview Sublease shall not relieve Tenant from its liability for the performance of the obligations of this Lease. The execution of the Riverview Sublease shall be a contingency to this Lease. If Tenant shall fail to enter into the Riverview Sublease with Riverview with five (5) business days of the full execution of this Lease, this Lease shall terminate and be of no further force or effect. Tenant shall provide Landlord with a fully executed copy of the Riverview Sublease within three (3) business days of its full execution. 16.1.1. Standard ofLandlord's Reasonableness. It shall not be deemed unreasonable for Landlord to withhold consent to subletting or assignment by Tenant under this Lease if Landlord in its sole judgment determines that the proposed transferee (a) is of a character or is engaged in a business which is not in keeping with Landlord's standards for the Property, as determined 17

solely by Landlord; (b) has a use which conflicts with the general character of the Property; ( c) does not meet the then current commercially reasonable financial standards required by Landlord; ( d) is in default under a separate lease at another facility owned by Landlord or an affiliate of Landlord; or (e) is unacceptable because Tenant is in default beyond any applicable cure period under this Lease at the time of the request for Landlord's consent. Consent given by Landlord to any such assignment or subletting shall not operate as a waiver of the necessity for a consent to any subsequent assignment or subletting. 16.2. Permitted Transfers by Tenant. Notwithstanding Section 16.1, Tenant may assign this Lease or sublease the Building in whole or in part, upon written notice to Landlord, but without the consent of Landlord to: (a) any entity into which or with which Tenant has merged or consolidated; (b) any parent, subsidiary, successor, or wholly-owned affiliated entity of Tenant; ( c) any entity which acquires all or substantially all of the assets or issued and outstanding shares of capital stock of Tenant; (d) any partnership, the majority interest of which shall be owned by Tenant or a parent, subsidiary, successor or wholly-owned affiliate entity of Tenant; or (e) as a subtenant only, any doctor or medical director associated with Tenant, provided that no more than ten percent (10%) of the Building are transferred pursuant to this Section 16.3(e). 16.3. Right to Collect Rent. If this Lease is assigned, Landlord shall collect Rent directly from the assignee (except for assignment or sublease under 16.2(e) to a doctor or medical director associated with Tenant, in which case Rent shall continue to be collected from Tenant). If all or part of the Building is subleased and Tenant defaults, Landlord shall have the right to collect the Rent payable by the sublessee to Tenant directly from the sublessee provided that Landlord shall apply all amounts collected to Tenant's monetary obligations under this Lease. ARTICLE 17 -DEFAULTS AND REMEDIES 17 .1. Default by Tenant. The occurrence of any of the following shall constitute a default by Tenant under this Lease: (a) Tenant's failure to pay when due any Rent or any other monetary obligation required to be paid under this Lease if the failure continues for five (5) days after Tenant's receipt of written notice of its failure from Landlord to Tenant, except that Tenant shall only be entitled to such written notice twice in any calendar year, otherwise, Tenant shall be in default if payment is not made within five (5) days of the date the same is due and payable; (b) Tenant's failure to perform any other obligation under this Lease if the failure continues for thirty (30) days after Tenant's receipt of written notice of its failure from Landlord to Tenant. If the required cure of the noticed default cannot be completed within thirty (30) days, Tenant's failure to perform shall not constitute a default under this Lease if Tenant 18

has taken steps to cure the failure and is diligently and continuously attempting to complete the cure as soon as reasonably possible; (c) The entry of an order for relief with respect to Tenant or any guarantor of this Lease under any chapter of the Federal Bankruptcy Code, the dissolution or liquidation of Tenant or any guarantor of this Lease, the appointment of a trustee or receiver to take possession of all or substantially all of Tenant's or any guarantor's assets or Tenant's interest under this Lease that is not discharged within thirty (30) days; or ( d) The execution by Tenant or any guarantor of this Lease of an assignment for the benefit of creditors. 17.2. Landlord's Remedies on Tenant's Default. Upon the occurrence of any event of default by Tenant, Landlord shall have the following rights and remedies, each of which shall be cumulative and nonexclusive: (a) Terminate this Lease, in which event Tenant shall immediately surrender the Building to Landlord and, if Tenant fails to do so, Landlord may without prejudice to any other remedy which it may have for possession or arrearages under this Lease enter upon and take possession of the Building and expel or remove Tenant from the Building or any part thereof, without being liable for prosecution or any claim or damages therefore; (b) Recover from the following sums from Tenant: (i) any unpaid rent which has been earned at the time of such termination plus accrued interest thereon at the rate ten percent (10%) per annum; plus (ii) the net present value, using a discount rate of ten percent (10%), of the unpaid rent for the balance of the Lease Term less any rental loss that Tenant proves could have been reasonably avoided; plus (iii) any amounts reasonably expended by Landlord to restore the Building to the condition the Building were in as of the Commencement Date of this Lease; (c) Cure any default by Tenant by making any payment required to be made by Tenant (other than payments of Rent) or performing any of Tenant's other obligations under this Lease. Tenant shall repay any sums expended by Landlord pursuant to this Section within ten (10) days of Landlord's submission to Tenant of invoices and proof of payment. In the event that Tenant fails to reimburse Landlord hereunder, interest shall accrue on such sums at the rate of eighteen percent (18%) per annum unless such interest rate violates applicable usury laws, in which case interest shall accrue at the maximum allowable legal rate. No such payment or expenditure by Landlord shall be deemed a waiver of Tenant's default nor shall it affect any other remedy of Landlord by reason of such default; and 19

(d) Accept any payments made by Tenant without waiving any rights under this Lease, including any rights that Landlord has to fully address and seek remedy for Tenant's default. 17.3. Default by Landlord. Landlord's failure to perform any its obligations under this Lease shall constitute a default by Landlord under the Lease if the failure continues for thirty (30) days after written notice of the failure from Tenant to Landlord. If the required cure of the noticed default cannot be completed within thirty (30) days, Landlord's failure to perform shall not constitute a default under this Lease if Landlord has taken steps to cure the failure within thirty (30) days and is diligently and continuously attempting to complete the cure as soon as reasonably possible. Except as set forth in Section 17.4, Tenant remedy in the event of a Landlord default shall be to seek all legal and equitable relief available to Tenant. 17.4. Tenant's Right of Self Help. In the event of a default of this Lease by Landlord pursuant to Section 17.3 by water intrusion, Tenant shall have the right, without waiving any claim of damages for breach of this Lease, at any time thereafter to cure such default for the account of Landlord. In exercising its self help rights pursuant to this Section 17.4, Tenant shall have the right to use contractors of its choosing. Landlord hereby grants to Tenant and Tenant's contractors a license, effective during the Lease Term, to enter those portions of the Property and/or Building that are reasonably necessary for Tenant to take such action. Any reasonable amount paid or any liability reasonably incurred by Tenant in exercising its self help rights pursuant to this Section 17.4 shall be deemed paid or incurred for the account of Landlord and Landlord shall reimburse Tenant therefore within ten (10) days of Tenant's submission of invoices and proof of Tenant's payment of such invoices. In the event that Landlord fails to reimburse Tenant as provided herein, such failure shall be considered a material breach of this Lease and the following provisions shall apply: (i) Interest shall accrue on such unpaid amounts at the rate of eighteen percent (18%) per annum unless such interest rate violates applicable usury laws, in which case interest shall accrue at the maximum allowable legal rate; and (ii) Tenant may deduct the full cost incurred in curing Landlord's default and any accrued interest thereon pursuant to Section 17.4(i) of this Lease from future payments of Rent. ARTICLE 18 -HOLDING OVER 18.1. Holdover Rent. If Tenant remains in possession of the Building after the expiration or earlier termination of this Lease, Tenant's occupancy shall be deemed a month-to-month tenancy upon the same terms and conditions of this Lease except that (a) Rent shall be equal to one hundred fifty ( 15 0%) of the Rent paid by Tenant to Landlord for the month in which this Lease expired or was otherwise terminated and (b) Tenant shall not have any right to extend the Lease Term. 18.2. Limitation on Tenant's Liability for Holdover. Tenant shall not be liable for any damages sustained by Landlord on account of Tenant's holdover unless Landlord provides Tenant with thirty (30) days written notice to vacate the Building and Tenant thereafter fails to do so. 20

ARTICLE 19 -SURRENDER OF BUILDING 19 .1. Surrender of Building. Upon the expiration or earlier termination of this Lease, Tenant, at its sole cost and expense, shall remove all debris and rubbish from the Building. Tenant shall quit the Building and surrender possession thereof to Landlord in broom clean condition except for reasonable wear and tear and, if termination is permitted hereunder in relation to casualty or condemnation, the damage caused by such casualty and/or condemnation. 19.2. Removal of Tenant's Trade Fixture and Personal Property. Tenant shall remove from the Building all movable trade fixtures and personal property of Tenant including furniture, equipment, freestanding cabinetwork, and other articles of personal property owned by Tenant. Tenant shall repair all damage to the Building resulting from such removal. If Tenant fails to remove any of its trade fixtures or personal property on or before the expiration or earlier termination of this Lease, Landlord, at Tenant's sole cost and expense, shall have the right to remove and store Tenant's trade fixtures and personal property in an off-site storage facility. Landlord shall not be liable for any damage caused as a result of such removal, and Tenant shall pay Landlord for its removal and storage expenses within ten (10) days of Landlord's written demand for reimbursement of such expenses. If Tenant fails to claim such personal property within fifteen (15) days of written notice to Tenant by Landlord, such personal property shall be deemed abandoned by Tenant and title thereto shall pass to Landlord without any payment or credit to Tenant. 19.3. Removal o[Tenant Improvements and Alterations. Tenant shall have the right, but not the obligation, to remove Alterations installed on or in the Building by Tenant during the Lease Term pursuant to Article 5 of this Lease. In the event that Tenant removes any Alterations pursuant to this Section 19.3, Tenant shall, at Tenant's expense, repair all damage to the Building and the Building resulting from such removal. In the event Tenant does not remove any Alterations prior to the expiration or earlier termination of this Lease, such Tenant Alterations not so removed shall be conclusively deemed abandoned by Tenant and title thereto shall pass to Landlord without any payment or credit to Tenant. ARTICLE 20 -ESTOPPEL CERTIFICATES 20.1. Obligation to Provide Estoppel Certificates. Within twenty-one (21) days after receipt of a written request by Landlord, Tenant shall execute and deliver a commercially reasonable estoppel certificate or other form required by any existing or prospective lender, mortgagee, or purchaser of all or part of the Property or the Building. Tenant shall be permitted to indicate in the estoppel certificate any exceptions to the statements contained therein that may exist at the time Tenant executes the certificate. Tenant shall also execute and deliver such other documents or instruments may be reasonably required for the purpose of supporting Landlord's underlying transaction. ARTICLE 21 -SUBORDINATION, NONDISTURBANCE, AND ATTORNMENT 21.1. Automatic Subordination of this Lease. This Lease shall at all times be subject and subordinate to the lien of any mortgages, deeds of trust, ground leases, or other encumbrances recorded now or subsequently against the Building or the Property and all renewals, modifications, re-financings and extensions thereof (collectively, "Encumbrances"). This clause 21

shall be self-operative, but within twenty-one (21) days after the receipt of a written request from Landlord or any Encumbrance holder, Tenant shall execute a commercially reasonable subordination agreement together with any customary additional documents evidencing the priority of the Encumbrance and the subordination of this Lease with respect to such Encumbrance. Notwithstanding the foregoing, Tenant shall not be required to execute any agreement or other documentation that materially increases Tenant's obligations during the remainder of the Lease Term or adversely alters or negates any of Tenant's rights and remedies granted under this Lease or applicable law. 21.2. Non-Disturbance and Attornment. Provided that Tenant's occupancy of the Building is not disturbed and that the terms and conditions of this Lease are honored by the transferee of Landlord's interest in the Property, Tenant covenants and agrees to attorn to the transferee of Landlord's interest in the Property by foreclosure, deed in lieu of foreclosure, exercise of any remedy provided in any Encumbrance or underlying lease, or operation of law, and to recognize such transferee as the new landlord under this Lease. In the event any Encumbrance holder notifies Tenant of such a transfer of Landlord's interest in the Property, Landlord agrees that Tenant shall not be liable for making payments of Rent directly to the transferee. 21.3. Modifications of Lease Required by Landlord's Lender. If any institutional lender of Landlord requests a modification of this Lease, Tenant shall endeavor in good faith to agree to that modification and to prepare and execute an amendment to this Lease so long as (a) Rent and any other amounts required to be paid under this Lease are not changed, (b) the time for and manner of payments under this Lease are not changed, (c) the Lease Term (including any Option Terms and the times governing Tenant's exercise of any options) is not changed, (d) Tenant's possession of the Building and rights to possession and use of other parts of the Building and Property are not changed, (e) Landlord's obligations to Tenant under this Lease are not reduced, (f) Tenant's obligations to Landlord under this Lease are not increased, and (g) the proposed modification does not materially or adversely change the other rights and obligations of Tenant under this Lease or applicable law. As a condition of Tenant's obligation to execute an amendment, Landlord shall reimburse Tenant for its costs, including reasonable attorney fees that are incurred in connection with the review, negotiation, and preparation of the amendment. ARTICLE 22 -FORCE MAJEURE 22.1. Force Maieure. Except for the payment of any monies due by one party to the other under the terms and conditions of this Lease, whenever a period of time is prescribed herein for the taking of an action by Landlord or Tenant, such party shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays due to strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil disturbances and other causes beyond the reasonable control of the performing party. ARTICLE 23 -SIGNS 23.1. Building Name; Landlord's Signage Rights and Obligations. Tenant may use the name of the Building or pictures or illustrations of the Building in its advertising or other publicity during the Lease Term. 23.2. Tenant's Signage Rights. Tenant shall have the right, at its sole cost and expense, to erect, affix or display such signs or sign advertising its business as Tenant may consider necessary or 22

desirable on the exterior or interior walls, doors, or windows of the Building, and in locations on the Building, the Property and/or exterior monuments erected by Tenant, so long as such signage complies with all applicable laws and regulations. In addition, Tenant shall have the right to install directional signs in the parking areas of the Property that indicate the location of the Building. The location of all signs installed by Tenant pursuant to this Section 23.2 shall be subject to Landlord's consent, which shall not be unreasonably withheld, conditioned or delayed. 23.3 Compliance with Laws. Notwithstanding anything contained in this Article 23 to the contrary, Tenant's signage shall be subject to all governmental and quasi-governmental consents, approvals and permits as may be necessary in order for Tenant to erect its signage. Landlord agrees to cooperate with Tenant, at no cost to Landlord, in the filing any required applications for governmental approvals for signage. 23.4. Removal of Tenant's Signs Upon Lease Termination. Tenant shall promptly and permanently remove all of its signs installed pursuant to Section 23.2 of this Lease upon the termination or earlier expiration of this Lease and repair the damage caused by such removal. ARTICLE 24 -PARKING 24.1. Grant of Parking Rights. Landlord, at no cost to Tenant, shall provide Tenant with parking per the site plan, attached hereto as Exhibit A and made a part hereof, subject to final governmental approvals. Such parking shall be provided in accordance with all applicable federal, state and local laws, ordinances and regulations. ARTICLE 25 -BROKERS 25.1. Brokers. Landlord and Tenant each represents and warrants to the other that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease and that they know of no real estate broker or agent who is entitled to a commission or finder's fee in connection with this Lease. Each party shall indemnify, protect, defend, and hold harmless the other party against all claims, demands, losses, liabilities, lawsuits, judgments, and costs and expenses (including reasonable attorney fees) for any leasing commission, finder's fee, or equivalent compensation alleged to be owing on account of the indemnifying party's dealings with any real estate broker or agent. The terms of this Article 25 shall survive the expiration or earlier termination of this Lease. The parties acknowledge that members of Landlord may be licensed real estate agents or brokers and may receive a commission arising out of this Lease. ARTICLE 26 -MISCELLANEOUS PROVISIONS 26.1. Quiet Enfoyment. Provided that Tenant performs all of its obligations under this Lease, Tenant shall peaceably and quietly hold and enjoy the Building for the Lease Term, without hindrance from Landlord or any party claiming by, through, or under Landlord. 26.2. Minimization oflnterference. Landlord shall exercise its rights and perform its obligations under this Lease in such a way as to minimize any resulting interference with Tenant's use of the Building. 26.3. Application of Payments: No Accord and Satisfaction. All payments received by either party under the terms of this Lease shall be applied to the oldest payment obligation then owed by the payor. No designation contained in a separate writing or on a check or money order shall 23

(a) modify this clause or have any force or effect without the written consent of the other party or (b) constitute an accord and satisfaction. Each party may accept checks or payments without prejudice to its right to recover all other amounts due under this Lease and to pursue all other remedies provided for in this Lease and applicable law. In no event shall the provisions of this Section 26.3 limit, hinder or otherwise prevent Tenant from exercising any of its offset rights pursuant to the terms of this Lease. 26.4. No Waivers. No waiver of any provision of this Lease shall be implied by any failure of either party to enforce any remedy for the violation of that provision, even if that violation continues or is repeated. Any waiver by a party of any provision of this Lease must be in writing, and such written waiver shall affect only the provision(s) specified and only for the time and in the manner stated in the writing. 26.5. Captions. The captions of articles and sections of this Lease are for convenience only and shall have no effect on the interpretation of the provisions of this Lease. 26.6. Time ofthe Essence. Time is of the essence of this Lease and each of its provisions. 26.7. Recording-Memorandum o{Lease. This Lease shall not be recorded but, at the request of the other party, Landlord and Tenant shall execute, acknowledge before a notary public, and deliver a memorandum of lease. The costs of recording any memorandum of lease shall be borne by the party requesting its execution. 26.8. Authority. Landlord and Tenant each warrant and represent to each other that the individuals executing this Lease are duly authorized to execute and deliver this Lease and, once fully executed and delivered, this Lease constitutes a valid, legal and binding obligation enforceable in accordance with the terms and conditions contained herein. 26.9. Binding Effect. This Lease shall bind and benefit the parties to this Lease and their legal representatives and successors in interest. 26.10. Governing Law: Venue. This Lease shall be construed and enforced in accordance with the laws of the state in which the Property is located without regard to the conflict of law principles thereof. Any action or proceeding in respect of any claim arising out of or related to this Lease, whether in tort or contract or at law or in equity, shall be filed in the state or federal court of competent jurisdiction located geographically closest to the Building. 26.11. Attorney Fees and Costs. If either party undertakes litigation against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to recover from the other party reasonable attorney fees and all incurred court costs. 26.12. Interpretation of Lease Provisions. Landlord and Tenant hereby acknowledge that the terms and conditions of this Lease were reached after an arms-length negotiation, that both parties participated in the drafting and preparation of this Lease, and that both parties had the opportunity to seek the advice of counsel prior to the execution and delivery of this Lease. As such, Landlord and Tenant herby agree that the rule of construction that a document be construed most strictly against the party that prepared the document shall not be applied. 26.13. Severability. If a court of competent jurisdiction holds any provision of this Lease invalid or unenforceable in whole or in part for any reason, the validity and enforceability of the remaining clauses shall not be affected. 24

26.14. Exhibits: Entire Agreement: Amendments. The Exhibits attached to this Lease are a part of this Lease and incorporated into this Lease by reference. This Lease and all exhibits thereto constitute the final, complete, and exclusive statement of the terms of the agreement between Landlord and Tenant pertaining to Tenant's lease of the Building and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Lease by, and neither party is relying on, any representation or warranty outside those expressly set forth in this Lease. This Lease may be amended only by an agreement in writing signed by Landlord and Tenant. 26.15. Notices. All notices (including requests, demands, approvals, or other communications) under this Lease shall be made in writing and sent by prepaid certified mail with return receipt requested or by a nationally recognized overnight delivery service (e.g. Federal Express, United Parcel Service) with charges prepaid or charged to the sender's account and sent to the following addresses: If to Landlord: If to Tenant: c/o Equity, LLC 4653 Trueman Boulevard, Suite 100 Hilliard, Ohio 43026 Columbus, Ohio 43235 Attn: Property Management Email: AR@equity.net Intuitive Health of Hamilton County, LLC 5700 Granite Parkway, Suite 455 Plano, Texas 75024 Attn: ---------Em ail: --------All notices shall be effective on delivery if delivery is confirmed by the delivery service. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified shall be considered to be effective as of the first date that the notice was refused, unclaimed, or considered undeliverable by the postal authorities or overnight delivery service. Either party may change its address by giving the other party notice of the change in any manner permitted by this Section 26.15. If notice is sent electronically to a party, such notice shall be deemed delivered as of the date that the sending party receives electronic confirmation of the delivery of such notice. 26.16. Consents. Unless a different standard is specifically stated in the applicable section of this Lease, whenever the consent of either party is required, such consent shall not be unreasonably withheld, conditioned, or delayed. 26.17. Zoning. Landlord warrants and represents that as of the Delivery Date, Landlord shall have obtained all zoning, or variances thereof, necessary for Tenant's use and that the Building is not located within a Flood Plain. 25

26.18. Conditions, Covenants and Restrictions Affecting Title. Landlord hereby represents and warrants to Tenant that, except as provided in Exhibit D, there are no conditions, covenants and/or restrictions affecting Landlord's title to the Property that (i) conflict with any of the terms or conditions contained in this Lease or (ii) prohibit Tenant's permitted use of the Building pursuant to Section 6.1 of this Lease. Copies of all documents, or relevant portions thereof, that may conflict with the terms of this Lease or affect Tenant's use of the Building, the Property or the parking areas are attached hereto as Exhibit D. 26.19. W-9. In connection with Tenant's payment of Rent, Landlord shall provide the applicable information and sign the W-9 Form attached hereto as Exhibit E. 26.20 Recognition Agreement. As a contingency to the effectiveness of this Lease, in addition to the execution of the Riverview Sublease, Riverview Health and Tenant shall enter into the Recognition Agreement attached hereto as Exhibit G and incorporated herein by reference. 26.21 Contingency. The obligations of the Partiers hereunder shall be contingent on Landlord obtaining fee simple title to the Property on or before January 1, 2019. If Landlord shall not obtain fee simple title by such date, either Party may terminate this Lease by delivering written notice of termination to the other Party. If no notice of termination is received prior to the date Landlord obtains fee simple title to the Property, then this contingency shall terminate. [REMAINDER OF PAGE PURPOSEFULLY LEFT BLANK] 26

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the date and year first hereinabove written. LANDLORD: EQHAZELDE an Indiana limit MENT,LLC company Its: --'-/\/\__,._v-.---'-/\__._~((.,._."-------ST A TE OF OHIO ) ) ss: COUNTY OF FRANKLIN ) BEFORE ME, a Notary Public in and for said County and State, personally appeared '5--k~ /\ -U a.J:b-t,,.., , the Manager of EQ Hazel Development, LLC, an Indiana limited liability company, who acknowledged that he did sign the foregoing instrument and that the same is his voluntary act and deed and that he had full authority to sign on behalf of said company. IN TESTIMONY HEREO I have hereunto set my hand and official seal this Jo D_ day of /1.Ju.xYhbJ , 201~. / ~ ,,,11111111,,,,, ,,-/ c..---,,,,,, ~-~- s'''11// .s-S-·(\ I 112·--<1 ~ THOMAS J. ROCCO NOTARY PUBLIC f /\ -t %_ATTORNEY AT LAW ~ : ---· ?. ~ NOTARY PUBLIC ~ \..... --') ~ STATE OF OHIO ·l '·Jp ,b,/ :: My Com m . Has No , .,,...,,. ?·;\, .::::--~ ~~-·,0?? ~ Expiration Date ,,. \Jr " "'?11 1r-?0?? F .. o ,,,,, Section 1 4 7. 0 3 R. C. It// C \\\ 111111111111111' 27

) ) ) THOMAS W. MOQ~, TRUSTEE OF THE JOAN M, OOJE TRUST DATED DECEMBER ,,_Ott( " ---t---, "c?" · ,, / /.' N/_;/ ,_,/ \ HEIDI ROBINSON Notary Public, State of Ohio My Commission Expires 3-27-23 BEFORE ME, a Notary Public in an'fu;'smci"Conty and State, personally appeared Thomas W. Moore, Trustee of the Joan M. Moore Trust dated December 2, 2016, who acknowledged that he did sign the foregoing instrument and that the same is his voluntary act and deed and that he had full authority to sign on behalf of said trust. ,. IN TES' IMONY HERE.OFi I have here o set my hand and official seal this __ day Of IT) 'J)J( l 201f, ,' ( ,, "'·----·~~~ 28 SIGNATURE PAOE TO OPERATING LEASE

STA TE OF JJlj_l 0 _,_ COUNTY OF \(,l((~{f,:\(;9 ;::, l ) \ ) ss: ) HEIDI ROBINSON Notary Public, Slate of Ohio Mv Commission Expires 3-27-23 LLC BEFORE ME, a Notary Public in and for said County and State, personally appeared Brian Moore, Manager of Four Moore Investments, LLC, who acknowledged that he did sign the foregoing instrument and that the same is his volwiwy act and deed and that he had full authority to sign on behalf of said company. 29 SIGNATURE PAGE TO OPERATING LEASE

..-.-ST A TE OF __,_lf._,11,--"-(lO<..=--COUNTY OF rJ)\\ \() ) ) ss: ) TENANT: INTUITIVE HEALTH OF HAMILTON COUNTY, LLC, a Delaware limited liability Vi i hAEFORE.ME, a Notary Public in and for said County and State, personally appeared (k tCD\ vm ' the l\(ill(X of Intuitive Health of Hamilton County, LLC a Delaware limited liability, whocknowledged that he/she did sign the foregoing instrument and that the same is his voluntary act and deed and that he/she had full authority to sign on behalf of said corporation. ~ IN TESTIMONY HEREOF, I have hereunto set my hand and official seal this?i} day of "1.fm\J{)'( , 201i. ~-Ubmci1Jv1 NOTARY PUBLIC 29

4818-6696-8689.5 EXHIBIT A PROPERTY AND BUILDING AND PARKING PLAN

PROPOSED SITE PLAN RIVERVIEW HEALTH ADLS Cl=~ EXISTING LEGEND ? ,aco,-0 """°'NU a-"" -v .... ,_ e-tfCD<1MI.Y.t4\C l!IC>MIOUT ? a, Clu.NCll'f C -MY~ ®-··-·-··-· -··---· -··-··-·-·-··-··-··-··-·-· -· -··-··-··-··-· -··-·-·--··-··-·-·-··-· -··-··-··-··-· --·-··-·-··-··-·-·-· -··-·----=-=-=::c::=:·-··-··-··-ct_ ..... lQ..< ?ltll-YIIDCl<l<M< -·-·?-··-·-··-?·-·I II QLC111C\ICID!IHIJI -«J. 1UDtlllN("'llCll.t4 -cl-Cl'CCSIAI. Ill- J:lnKIIICCIIOSS-elllll: §. i ! ' lt,_H_. ? _,.,,NU 0 .... WC,,,, t:J TY : NU t :::.: ? -· * ,...,.1,,0<T C,w-.a: ?--IK ~ ~ .,::;,=r=i:==~;~=..~~;~;; ;:=:"ITFF'; 1: , .. __,._! __ _ JU.Jt1 ... ,.-, ... ~ ........... i , .. .H<·lc-'1'"""-> ····'-·· .. ..\.:?ii?\' ~ ...... c:::p ...... ~ ~ ' ' ' ~ l :.ATA 1!1:.LE·--;i ?t, ,I ? 0 ~ ~ i ' ···-.. ~ ???????? , PNICCll 13,l,OMS..r, lllrnlll Intuitive Health .,._ ,_ 1r4'1) a I Riverview Health ~ =-"' 1 Urgent Care & _,,,_ -,.....,.. a Emergency Room Q KEYNOTES I 1<585 Hazel Dell I , .. n-Parkway .1.-..ul.(W'-.C. .. ll:1...n) J,-, .... 1.--nl'l:T I.N».1-?..at(4"11.W:1MNTl-cl ,11._,--n.,-?-<?·-ic,MNTS-.) Carmel, Ind.Jana i® l .. --DETAIL ENl.A.RCEMENT , .. llfCM.tl'CAL · CXICIIIIMlill: WIN -iu:, -1?.u, .,_......,.._ 11. -1/lll l'OI""'"'" _..,., .,...,_ ,. :,::<,:-,= -··· --11·='1'.:"'....:..-ll:--l&._l)ODICDICT_ tSSUANC£1NDDC OAT£: 11/14/ZOll """"" PROJECT PHASE: TAC SUBMITTAL ··, ? .,,.,¼·..... ®." ! j [································ .. u ..... ,c······················/, 1 \ l~];~?: -'~T,,·,;: .. ;7:,·;cicii-t~~: REVIS!0NSOIEDUI..E !'I_Ol[!_ES_()_ Tifu ? -----M 11 I I ____ ., _,..,. __ " <,.FUllll"'-""ITJ>lDOIII -LmDCICIICITUl:-N:GOZOC AI-.D,_ M;NICII-Mtt-=----OIIUlffT;-QffO, \fO_,WU-:::;,,,C,~:m--'-: ... ~::y..=r ~ =...7...=: .... ou:::::: ::~ -=t~=--==--==--=:t~ -==--I::! gt7'IMl\ln.nD ..... ffl---____ lloef_, __ _ 111::(Sc:T-ICllD------.. PN!JoctNumb.r ZOIUI0280 z ~~~~.':""nc: !:E_';::.:-""':':.. SITEPLAN ~ ~·;t~=::r E'~~~.:.~~~~ ~ 1. -CUIIIIDIOfOl.lllltQ.aGI.IT-.1.C -?---,in § IOIO'IO---ffl-lCXTIIC.MOT 'ITr'Olll-lL_ ______________________ ~=========='..:::::::=-=:===:· :::::i __ __J czoo

EXHIBITB BUILDING SHELL EXHIBIT

BUILDING ELEVATIONS RIVERVIEW HEALTH ADLS EAST ELEVATION ? 03 PP-2 SCALE: 1/8' = 1'-0' r--SCALE: 1/8' = 1'-0' IIIICJli IIIICJli -JIL -~------1------_ .. __ -Face Brick SIGNAGE SHOWN FOR REFERENCE ONLY. SIGNAGE SHALL BE BY OWNER'S VENDOR INCUUDING ALL FINAL DESIGN, PERMITTING AND COORDINATION.

BUILDING ELEVATIONS RIVERVIEW HEALTH ADLS NORTH ELEVATION 01 PP-2 SCALE: 1/8' = 1'-0' WEST ELEVATION 02 PP-2 SCALE: 1/8' = 1'-0' -IOI ··.o: -. JD ____ ---···--?----·-·--··---? SIGNAGE SHOWN FOR REFERENCE ONLY. SIGNAGE SHALL BE BY OWNER'S VENDOR INCUUDING ALL FINAL DESIGN, PERMITTING AND COORDINATION.

BUILDING ELEVATIONS RIVERVIEW HEALTH ADLS Face Brick CMU --m 1 GENSET ENCLOSURE -FRONT PP-6 SCAI.E: 1/8' = 1'-0' rCastStoneCap ( .--Face Brick on CMU Metal louvered Gate - 5 PMPS!~~ ~.';~SURE -FRONT 9 :CH~~~8=~~0SURE -FRONT - -m 2 ) GENSET ENCLOSURE -RIGHT PP-6 SCALE: 1/8' = 1'-0' O'""°':j-6 DUMPSTER ENCLOSURE -RIGHT PP-6 SCAI.E: 1/8' = 1 '-0' - 10) MECHANICAL ENCLOSURE· RIGHT PP-6 SCAI.E: 1/8" = 1'-0" ---~~ 3 GENSET ENCLOSURE -BACK PP-6 SCALE: 1/8' = 1'-0' ----""' 7 PMPSJ!, ~~.';~~SURE -BACK ~ 11 :~CH~~E~8=~~0SURE ? BACK -IOI ... IOI-. JD__ ------?· -----_,j__ ' -J 4 ~NSEJc~~~~.-RE -LEFT -m 8 ) DUMPSTER ENCLOSURE -LEFT PP-6 SCALE: 1/8' = 1'-0' - 12) MECHANICAL ENCLOSURE-LEFT PP-6 SCALE: 1/8' = 1'-0'

EXHIBIT B-1 WORK LETTER (or PLANS/ TO BE ATTACHED BY AGREEMENT OF THE PARTIES

EXHIBIT C COMMENCEMENT DATE CERTIFICATE This Commencement Date Certificate is made as of this __ day of ________ , 201 between ______________ ("Landlord") and ("Tenant"). WHEREAS, the parties entered into a lease dated _________ , 201_, (the "Lease"), attached hereto and incorporated by reference, in which Landlord leased to Tenant that certain property situated at ________________ . containing approximately ___ square feet (the "Building"). WHEREAS, Landlord and Tenant desire to confirm the Commencement Date and certain other facts concerning the Lease. NOW, THEREFORE in consideration of the mutual covenants herein contained and further good and valuable consideration, the parties hereto incorporate the following into the terms of their existing Lease: 1. The actual rentable square footage of the Building is ___ square feet. 2. Landlord's Work was Substantially Complete according to the terms of the Lease on _________ ., 201_ and the Tenant assumed possession of the Building on such date. Other key dates are as follows: (a) The Commencement Date of the Lease is _________ ., 201 (b) The Rent Commencement Date is , 201_. ( c) The Lease Expiration Date is , 201 3. The Actual Total Project Costs are ___________ _ 4. The Lease provides that the Rent is determined by multiplying the Actual Total Project Costs by a rent constant of %. The Rent table in Section 3 .1 is hereby revised accordingly as follows: Years Rate Per Year Monthly Rent Annual Rent 1-5 $ $ $ 6 -10 $ $ $ 11-15 $ $ $ 5. Except for the specific modifications to the Lease contained in this Commencement Date Certificate, all terms of the Lease shall remain unchanged, and are hereby ratified, republished and reaffirmed and are incorporated into this Agreement.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the date and year first hereinabove written. LANDLORD: TENANT: [Insert Name of Landlord] Name: Name: Title: Title:

EXHIBITD CONDITIONS, COVENANTS & RESTRICTIONS AFFECTING TITLE 1. Covenants, conditions, restrictions, set back lines, buffer yards and easements created by or depicted on the plat of Riverview Medical Park as per plat thereof recorded August 29, 2003 as Instrument No 2003-88086. 2. Commitments Concerning the Use and Development of Real Estate made in connection with a rezoning of property or plan approval recorded August 25, 2003 as Instrument Number 200300086181. 3. Terms and provisions of Reciprocal Easement Agreement by and between Plum Creek Riverview Partners, LLC, Plum Creek Partners, LLC and Fifth Third Bank (Central Indiana), dated July 21, 2005 and recorded August 5, 2005 as Instrument No. 200500050120.

EXHIBITE W-9FORM

EXHIBITF RIVERVIEW SUBLEASE

SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (the or this "Sublease") is entered into as of the _ day of November, 2018, by and between Intuitive Health of Hamilton County, LLC, a Delaware limited liability company having an address at 5700 Granite Parkway, Suite 455, Plano, Texas 75024 ("Sublessor") and Riverview Health, an Indiana county hospital having an address of 395 Westfield Road, Noblesville, Indiana 46060 ("Subtenant"). WITNESS ETH: WHEREAS, EQ Hazel Development, LLC, an Indiana limited liability company; Thomas W. Moore, Trustee of the Joan M. Moore Trust dated December 2, 2016; and Four Moore Investments, LLC, as tenants in common (collectively, the "Landlord"), and Sublessor, as tenant/lessee, entered into a Lease Agreement of even date herewith (the "Lease"), a copy of which is set forth on Exhibit "A" attached hereto and incorporated herein by reference for all purposes (and which has been examined by Subtenant), pursuant to which Landlord leased to Sublessor all the land and the improvements to be constructed thereon (collectively, the "Premises") described in the Lease as, including, without limitation, a building containing approximately 10,922 square feet (the "Building"); and WHEREAS, Sublessor desires to sublet to Subtenant and Subtenant desire to sublet from Sublessor the entire Premises (the "Subleased Premises"). NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and promises contained in this Sublease and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Sublease. Sublessor hereby rents and sublets the Subleased Premises to Subtenant, to have and to hold the same unto Subtenant, its successors and assigns for the term of this Sublease, subject to the terms and provisions hereof. Except as otherwise provided herein, Subtenant shall hold the Subleased Premises pursuant and subject to the same terms, conditions, covenants and agreements contained in the Lease and shall perform all such functions as are required to be performed by Sublessor, as tenant/lessee therein, as to the Subleased Premises and accruing during the Term (hereinafter defined). Except as otherwise provided herein, Subtenant hereby expressly assumes and agrees to keep, observe, perform and be bound by all of the conditions, covenants, and agreements contained in the Lease on the part of Sublessor to be kept, observed and performed pertaining to the Subleased Premises and accruing during the Term. This Sublease is and shall be subordinate to the Lease and to the matters to which the Lease is or shall be subject and subordinate. Except as otherwise provided herein, all of the terms and provisions of the Lease which are applicable to or binding upon Sublessor, as tenant/lessee thereunder, pertaining to the Subleased Premises and accruing during the Term, shall also be applicable to or binding upon Subtenant in the same manner as if such terms and provisions had been set forth in full herein. Except as otherwise provided herein, all provisions of the Lease pertaining to the Subleased Premises, accruing during the Term and that inure to the benefit of the Landlord, shall inure to the benefit of and be enforceable by Sublessor as against Subtenant. 4818-6696-8689.5

Sublessor grants to Subtenant the right to receive all of the services and benefits with respect to the Subleased Premises that are to be provided by the Landlord under the Lease. Subtenant acknowledges the following provisions of the Lease shall not apply to this Sublease: (i) Section 5.6 ("Expansion Right") of the Lease; (ii) any rights specifically reserved by Landlord under the Lease; (iii) the right of Sublessor to have access at all reasonable times to the Subleased Premises upon reasonable prior written notice to Subtenant (as provided for in the Lease but no notice shall be required in an emergency); (iv) Subtenant's possession and use of the Subleased Premises shall at all times be subject to such rights set forth in the foregoing items (i) and (ii); and (v) it has no rights to exercise any right to extend, renew or right of first offer or refusal or otherwise to expand the Subleased Premises or to receive any tenant improvement allowance or to exercise any termination rights afforded Sublessor under the Lease. Subtenant hereby releases Sublessor from all liability in connection with Landlord's and/or Sublessor's exercise of the rights set forth in the foregoing items (i) and (ii). All terms having their initial letters capitalized and not defined herein shall have the meanings set forth in the Lease. Notwithstanding any provision contained in the Lease to the contrary, the following shall apply with respect to the Subleased Premises: 4818-6696-8689 .5 (a) Term: The term (the "Term") of this Sublease shall commence upon the Commencement Date described in the Lease (the "Commencement Date") and shall continue through the Initial Term described in the Lease, unless earlier terminated by operation of law, the terms of the Lease or this Sublease or as may be extended as expressly provided below in this subparagraph (a). The Term of this Sublease shall not be extended or renewed by, nor shall Subtenant be entitled to the benefit of, any extension or renewal of the Lease pursuant to the terms thereof except as follows: Renewal Options: If Sublessor exercises one or more Renewal Option as described in the Lease the Term of this Sublease shall be deemed to have been automatically extended for such periods. All references to the Term shall include the term of the Sublease as so extended by an Option, as applicable, described in the Lease. If any Option Term is so exercised all terms and conditions of this Sublease shall apply during the Option Terms except that there shall be no further rights of renewal or extension and the annual base rent shall be determined as determined in accordance with the Lease. (b) Annual Base Rent: The annual base rent shall be the product of the Rent described in the Lease multiplied by 1.15 and shall be payable from and after the Commencement Date throughout the Term. ( c) Additional Rent: As additional rent, Subtenant shall, within thirty (30) days of receipt of an invoice therefor from Sublessor, pay Sublessor the product of 1.15 multiplied by the amount of: (i) all Tax Expenses described in the Lease; (ii) all personal property taxes for Subtenant's furnishings, fixtures and equipment ("Subtenant's Personalty"); (iii) all of Sublessor's costs to maintain, repair and improve the Subleased Premises described in Paragraph 4 hereinbelow; (iv) all utility bills for the Subleased Premises, including, without limitation, electricity, heat, gas, water, sewer, sprinkler, and telecom and data services; and (v) all costs of insurance maintained by Sublessor with SUBLEASE AGREEMENT -Page 2

4818-6696-8689.5 respect to the Subleased Premises and Subtenant's Personalty; and (vi) without duplication of all other additional rent being paid hereunder, any other amounts payable by Sublessor under the Lease. ( d) Rent/Late Charges: All amounts described in the foregoing subparagraphs (b) and ( c) are collectively referred to herein as "Rent". Except as set forth above, Rent for a partial month shall be prorated on a daily basis using a thirty (30) day month. Rent shall be paid without notice or demand, and without deduction, abatement ( except to the extent Rent may be abated under the Lease with respect to the Subleased Premises), counterclaim or setoff of any amount or for any reason. Rent shall be paid to Sublessor in lawful money of the United States at the address of Sublessor set forth above or to such other person and/or at such other address as Sublessor may from time to time designate by notice to Subtenant. No payment by Subtenant or receipt of payment by Sublessor of any amount less than the amount stipulated to be paid hereunder shall be deemed other than on account of the earliest stipulated Rent; nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sublessor may accept any check or payment without prejudice to Sub lessor's right to recover the balance due or to pursue any other remedy available to Sublessor. If payment of any Rent shall not have been paid by the seventh (7th) day after the date on which such amount was due and payable a charge equal to the amount described in Section 3 .3 of the Lease shall be due and payable by Subtenant. Said charges are hereinafter referred to as "Late Charges". The Late Charges for any month shall be payable on the first day of the following month, and if Subtenant defaults in the payment of any Late Charges, Sublessor shall have (in addition to all other remedies) the same rights as provided in this Sublease (including the provisions incorporated by reference) for nonpayment of Rent. Nothing in this subparagraph (d) contained and no acceptance of Late Charges by Sub lessor shall be deemed to extend or change the time for payment of Rent. (e) Security Deposit: None. (f) Sublessor's Rights: Any non-liability provisions in the Lease for the benefit of the Landlord shall be deemed to inure to the benefit of Sublessor and any other person intended to be benefited by said provision. Any right of the Landlord under the Lease of access or inspection and any right of the Landlord under the Lease to do work in the Subleased Premises or in the Building and any other rights of the Landlord under the Lease and respective rules and regulations shall be deemed to inure to the benefit of Sublessor and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease. (g) Subtenant's Representations: Subtenant represents that (i) it has full power, authority and right to execute and deliver this Sublease and to observe and perform the provisions hereof, and the execution and delivery of this Sublease and the obligations of Subtenant hereunder have been duly authorized by all necessary action on the part of Subtenant, and (ii) this Sublease has been duly executed and delivered by Subtenant and, constitutes legal, valid and binding obligations of Subtenant, enforceable against it in accordance with the terms hereof. SUBLEASE AGREEMENT -Page 3

(h) Confidentiality: Subtenant and Sublessor acknowledge that each is a health care entity that must protect and maintain the confidentiality of its patient information, documents and files which are stored in both physical and electronic form in and about the Premises and the Subleased Premises ("Confidential Information"). Notwithstanding anything to the contrary in this Sublease, Subtenant and Sublessor shall maintain, and shall use its best efforts to cause their respective agents, employees and invitees to maintain, the confidentiality of all Confidential Information, including, but not limited to, Confidential Information which may be located in any areas of the Subleased Premises to which Sublessor shall have access and any common areas to which Subtenant has access or on or along Subtenant's path of necessary travel through the Premises. 2. Possession of Subleased Premises: As of the Commencement Date, Subtenant shall accept the Subleased Premises "as is", "where is" and "with all faults" and in its then-current condition, subject only to those representations and warranties regarding the Subleased Premises as are received by Sublessor from the Landlord under the Lease, which Subtenant may cause Sublessor to seek to enforce against the Landlord upon a written request from Subtenant. Other than the representations and warranties passed through from the Landlord under the Lease, Sublessor makes no other representation or warranty, express or implied, of any kind regarding the Subleased Premises, including, without limitation, the size of the Subleased Premises. Except as otherwise explicitly granted in an equipment lease or other subsequent written contract between Sublessor and Subtenant, Sublessor shall have no obligation to furnish, render or supply any work, labor, services, material, fixtures, equipment or decorations to make the Subleased Premises ready for Subtenant's occupancy or grant any construction or improvement allowances or free or reduced rent. Subtenant shall be conclusively presumed to have accepted the Subleased Premises in the condition existing on the date Subtenant first takes possession and to have waived all claims against Sub lessor relating to such condition; provided, that Subtenant's ongoing right to cause Sublessor to seek to enforce the Landlord's representations and warranties regarding the Subleased Premises under the Lease against the Landlord shall not be waived by Subtenant's acceptance of the Subleased Premises. 3. Use. Subtenant shall use the Subleased Premises only for the purposes set forth in the Lease. Subtenant shall not do or suffer anything to be done upon the Subleased Premises which sha,ll cause an injury to the Subleased Premises, or violate any zoning, building, health, safety or other code or ordinance of any federal, state or local unit of government which has jurisdiction over the Subleased Premises and Subtenant shall hold Sublessor harmless against any and all costs, expenses, losses or damages incurred, suffered, or imposed on Sublessor to the extent as a result of use of the Subleased Premises by Subtenant in violation of any such laws or in default (beyond applicable grace and cure periods) of the terms of the Lease. 4. Maintenance. Subtenant shall be responsible for maintaining and keeping the Subleased Premises in good repair and in a clean and orderly condition and, in addition, shall assume all obligations of Sublessor under the Lease related to the maintenance and repair of the Subleased Premises. Upon expiration of the Term hereof, Subtenant shall deliver the Subleased Premises to Sublessor, broom clean and in the same condition as at the Commencement Date, ordinary wear and tear and casualty damage excepted. While Sublessor shall have no obligations whatsoever to SUBLEASE AGREEMENT -Page 4 4818-6696-8689.5

Subtenant with respect to the Subleased Premises beyond those expressly provided in this Sublease and Subtenant shall have no obligations to maintain and repair the Subleased Premises in excess of the obligations of Sublessor as set forth in the Lease, Sublessor shall, on Subtenant's behalf, arrange for routine, seasonal and periodic maintenance of the Subleased Premises as may be necessary or additionally desired by Subtenant. In addition, upon receipt of notice from Subtenant of the need for a repair or improvement to the Subleased Premises, Sublessor shall cause such repair or improvement to be made. Subtenant shall pay Sublessor for such maintenance, repair and improvements as described in Paragraph l(c) hereinabove. Sublessor shall not be responsible for any failure or interruption, for any reason whatsoever, except any intentional actions of Sublessor, of the services or facilities that may be appurtenant to or supplied at the Building by the Landlord under the Lease or otherwise, including, without limitation, heat, air conditioning, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) abatement, diminution or reduction of Subtenant's obligations under this Sublease except to the extent of any abatement, diminution or reduction of the Sublessor's obligations under the Lease with respect to the Subleased Premises, (b) constructive eviction, whether in whole or in part or ( c) liability on the part of Sub lessor ( except as otherwise provided herein in the event of intentional acts of Sublessor). 5. Personal Property Taxes. Sublessor, on behalf of Subtenant, shall pay all taxes of any kind whatsoever becoming due with respect to Subtenant's Personalty. 6. Telephone/Computer Lines and Subtenant Utilities/Services. Sublessor shall, on Subtenant's behalf, provide Subtenant with computer and telephone equipment required by Subtenant. Subtenant shall provide Sublessor with appropriate information to enable Sublessor to contract with third parties to obtain such equipment and telephone, data and internet service to the Building. The cost of such equipment, telephone, data and internet service used by Subtenant as well as all utilities used or consumed on the Subleased Premises shall be paid to Sublessor as described in Paragraph l(c) hereinabove. 7. Insurance. Sub lessor shall, on Subtenant's behalf, insure Subtenant's Personalty on a full replacement cost basis. Subtenant shall provide the general liability insurance to the same extent that, and will procure and maintain such other insurance in connection therewith as, Sublessor is required to maintain under the Lease. All of Subtenant's insurances shall be primary and non-contributory with any policies maintained by Sublessor and Landlord. Certificates for such general liability insurance shall name Sublessor, Landlord, and such other parties as Sublessor shall request and shall be provided to Sublessor prior to any entry into the Subleased Premises and thereafter as required by the Lease. Each party hereby waives claims against the other ( and Subtenant hereby waives such claims against Landlord) for property damage and each party shall obtain from its insurance carrier a waiver of its right of subrogation. 8. Assignment and Sub-Subletting. Except for Permitted Transfers described in Section 16.2 of the Lease, Subtenant shall not, by operation of law or otherwise, assign, convey, mortgage, pledge, encumber or in any other manner transfer (whether voluntary or otherwise) this Sublease or any interest therein, or sub-sublet the Subleased Premises or any part thereof or SUBLEASE AGREEMENT -Page 5 4818-6696-8689.5

grant any concession or license or otherwise permit the use or occupancy of all or part thereof (collectively, "Transfer") without the written consent of Sublessor. Provided Subtenant is not in default under this Sublease beyond the expiration of applicable notice and cure periods, and subject to Sublessor's rights and Subtenant's obligations pursuant to Paragraphs 8{b) and 8{c) hereinbelow, Sublessor shall not unreasonably withhold its consent to any proposed sub-subletting of all the Subleased Premises or an assignment of the Sublease. Without limiting the generality of the immediately preceding sentence, it is specifically agreed that it shall be reasonable for Sublessor to withhold its consent consistent with Section 16.1.1 of the Lease. Any Transfer, Sublessor's consent thereto, the listing or posting of any name other than the Subtenant's, or Sub lessor's collection or acceptance of rent from any transferee shall not be construed either as waiving or releasing Subtenant from any of its liabilities or obligations under this Sublease, as a principal and not as a guarantor or surety, or as relieving Subtenant or any transferee from the obligation of obtaining Sublessor's prior written consent to any subsequent Transfer. As security for this Sublease, Subtenant hereby assigns to Sublessor the rent due from any transferee. For any period during which Subtenant is in default under this Sublease beyond the expiration of applicable notice and cure periods, Subtenant hereby authorizes and irrevocably directs each such transferee to pay said rent directly to Sublessor upon receipt of notice from Sub lessor specifying same. Sub lessor's collection of such rent shall not be construed as an acceptance of such transferee as sub-subtenant. Subtenant shall pay to Sublessor an administrative fee equal to one thousand dollars ($1,000.00) plus all other expenses (including, without limitation, actual reasonable attorneys' fees) incurred by Sublessor and Landlord in connection with the Subtenant's request for Sublessor to give its consent to any transfer and Sub lessor's receipt of such sum shall be a condition to Sub lessor providing such consent. Any Transfer shall, at Sublessor's option, be effected on forms reasonably approved by Sublessor and Landlord. Subtenant shall deliver to Sublessor a fully-executed copy of each agreement evidencing a Transfer, and any document required by Sublessor evidencing Sublessor's consent thereto, within ten (10) business days after Subtenant's execution thereof. 4818-6696-8689.5 (a) If at any time during the Term, Subtenant desires to Transfer this Sublease or all of the Subleased Premises, then in connection with Subtenant's request to Sub lessor for its consent thereto, Subtenant shall give notice to Sublessor in writing ("Subtenant's Request Notice") containing: the identity of the proposed assignee, subtenant or other party and a description of its business; the terms of the proposed assignment, subletting or other transaction (together with a copy of the proposed transfer document for same); the commencement date of the proposed assignment, subletting or other transaction ("Proposed Sub-sublease Commencement Date"); the most recent financial statement or other evidence of financial responsibility of such proposed transferee; and a certification executed by Subtenant and such party stating whether or not any premium or other consideration is being paid for the Transfer or other transaction. (b) If any Transfer (whether by operation of law or otherwise, including without, limitation, an assignment pursuant to the provisions of the Bankruptcy Code or any other insolvency law) results in the payment of any amount in excess of the Rent and other charges due under this Sublease, then whether such excess be in the form of an increased monthly or annual rental, a lump sum payment, payment for the sale, transfer or lease of Subtenant's fixtures, leasehold improvements, furniture and other personal property (in excess of the fair market value of such furniture and property), or any other form, SUBLEASE AGREEMENT -Page 6

Subtenant shall pay to Sublessor any such excess or other premium applicable to the Transfer after deduction of Subtenant's reasonable transaction costs, which amount shall be paid by Subtenant to Sublessor as Rent upon such commercially reasonable terms as shall be specified by Sub lessor and in no event later than ten (10) days after any receipt thereof by Subtenant. Acceptance by Sublessor of any payments due under this subparagraph ( c) shall not be deemed to constitute approval by Sublessor of any Transfer, nor shall such acceptance waive any rights of Sublessor hereunder. Sublessor shall have the right to inspect and audit Subtenant's books and records relating to any Transfer. (c) All restrictions and obligations imposed pursuant to this Sublease on Subtenant shall be deemed to extend to any transferee, and Subtenant shall cause such person or entity to comply with such restrictions and obligations. Any assignee shall be deemed to have assumed obligations as if such assignee had originally executed this Sublease and at Sub lessor's request shall execute promptly a document confirming such assumption. Each sub-sublease is subject to the condition that if the Term is terminated or Sublessor succeeds to Subtenant's interest in the Subleased Premises by voluntary surrender or otherwise, at Sublessor's option, the sub-subtenant shall be bound to Sublessor for the balance of the term of such sub-sublease and shall attorn to and recognize Sub lessor as its sublandlord under the then executory terms of such sub-sublease. ( d) If Sub lessor grants its consent or in the event of a Transfer not requmng Sublessor's consent, Subtenant shall not undertake a Transfer without first also complying with the provisions of Article 16 of the Lease. Obtaining the consent of the Landlord required under the Lease shall be the obligation of the Subtenant and Subtenant shall hold Sublessor harmless from any failure by the Landlord to grant its consent. In the event that Subtenant attempts or purports to Transfer all or a part of the Subleased Premises to any other party in violation of the terms of this Paragraph 8, such action shall constitute a default under the terms of this Sublease, entitling Sublessor to exercise all remedies provided at law, in equity or under this Sublease. Notwithstanding any Transfer, Subtenant shall remain primarily liable for, and shall not be relieved of, its obligations under this Sublease and a consent to one Transfer shall not constitute a consent to a further Transfer or waiver of the provisions of this Paragraph 8. 9. Alterations. Except as provided in Article 5 of the Lease, Subtenant shall not make or cause, suffer or permit the making of any alteration, addition, change, replacement, installation or addition (collectively "Alterations") in or to the Subleased Premises without first obtaining the prior written consent of Sublessor in each instance, which consent Sublessor may withhold in its sole and absolute discretion. Upon the expiration or earlier termination of the Term, Subtenant shall, at its sole cost and expense, remove all of its signage and any Alterations made by Subtenant (either without Sublessor's consent or, if made with Sublessor's consent and, at the time of giving such consent, Sublessor required such removal). If Sublessor grants its consent, Subtenant shall then comply with the provisions of Article 5 of the Lease which is a condition of Sublessor's consent and, in all events, (and notwithstanding the terms of the Consent) Subtenant shall be solely responsible for all fees and charges imposed by Landlord in connection with any Alterations (including, without limitation, the Initial Alterations) proposed by Subtenant. In the event that the Landlord (or any designee of the Landlord) shall succeed to Sublessor's interest SUBLEASE AGREEMENT -Page 7 4818-6696-8689.5

under this Sublease (whether by reason of a termination of the Lease or other exercise of the Landlord's rights under the Lease), then the foregoing provisions of this Paragraph 9 shall be of no force and effect, and Subtenant's rights hereunder shall instead be governed by the provisions of Article 5 of the Lease. 10. Default. The occurrence of any of the following events as a result of Subtenant's acts or omissions shall constitute an event of default entitling Sublessor to exercise those rights specified in the Lease as available to the Landlord thereunder and any rights provided by law: (a) failure to pay any installment of Rent as and when the same shall become due and payable and such failure continues for five (5) days after notice from Sublessor thereof; provided, however, Sublessor shall not be required to give such notice more than twice in any twelve (12) month period during the Term; or (b) breach of any other term, condition or covenant of this Sublease and such breach continues for a period of 30 days after written notice to Subtenant unless such breach is not susceptible of cure within such 30-day period in which event no default shall occur if Subtenant commences cure within such 30-day period and thereafter proceeds in good faith and diligence to effect such cure; provided, however, Sublessor shall not be required to give such written notice more than twice during any twelve (12) month period during the Term with respect to each such specific breach. 11. Sub lessor's Right to Cure Defaults of Subtenant. If Subtenant shall fail to fulfill any of its obligations under this Sublease, Sublessor may, but shall not be obligated to, fulfill any obligations of Subtenant hereunder and if Sublessor shall incur any costs in doing so, such costs shall be additional Rent due from Subtenant on the first to occur of demand, or the date of the next Rent payment, together with interest at the annual rate of the Wall Street Journal's then highest "prime rate" plus three percent (3%) or the highest rate allowed by law, whichever is less, from the date expended until the date repaid. 12. Indemnity. Sublessor shall be liable to Subtenant and any of its agents, employees, servants, or invitees for any damage to persons or property due to the condition, design, or any defect in the Building or its mechanical systems that may exist or subsequently occur solely to the extent and in such dollar amounts as Sublessor receives indemnification or other remedy or recovery from Landlord with respect to the same circumstances or events, and Sublessor agrees to pursue all remedies available to it against Landlord under the Lease. To the fullest extent permitted by applicable law and regardless of any insurance coverage maintained by either party, Subtenant agrees that it will defend, indemnify and hold Sublessor harmless from and against all suits, claims, actions, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses of every kind by reason of any breach or violation of any term or condition on the part of the Subtenant under this Sublease provided, however, if Subtenant is defending Sub lessor ( and any other indemnified party required to be defended) with reputable counsel selected by Subtenant or Subtenant's insurer, Subtenant shall not be liable for the separate attorneys' fees of Sublessor or of any indemnified party in the absence of a manifest conflict of interest. Additionally, and regardless of any insurance coverage maintained by either party, Subtenant agrees to defend, indemnify and hold Sublessor harmless from all suits, claims, SUBLEASE AGREEMENT -Page 8 4818-6696-8689.5

actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) asserted against the Sublessor on account of injuries to person or damage to property caused, either proximately or remotely, by any act or omission, whether negligent or not, of Subtenant, or any of its agents, servants, employees, contractors, or invitees (while such invitees are on the Subleased Premises) or any other person entering upon the Subleased Premises under or with the expressed or implied invitation of Subtenant, or if any such injury or damage may by any other way arise from or out of the occupancy or use of Subtenant, its agents, servants, employees, contractors or invitees of the Subleased Premises; provided, however, if Subtenant is defending Sublessor (an any other indemnified party required to be defended) with reputable counsel selected by Subtenant or Subtenant's insurer, Subtenant shall not be liable for the separate attorneys' fees of Sublessor or of any indemnified party in the absence of a manifest conflict of interest. The foregoing indemnification obligation and any other indemnification obligation by Subtenant contained herein shall not apply to the extent of the negligent acts or omissions or intentional acts of Sublessor, or its employees, agents or representatives. Notwithstanding anything contained herein to the contrary, Subtenant's obligation to defend, indemnify and/or hold Sublessor or any other party harmless shall be limited in substance by statutes designated to protect and limit Subtenant as an instrumentality of the State of Indiana ( e.g., actions and conditions as to which Subtenant is immunized by the Indiana Medical Malpractice Act, Indiana Tort Claims Act, dollar limits stated therein, and the exemption from punitive damages, and the continued ability to defeat claims by reason of contributory negligence or fault of the claimant), such that Subtenant's liability to indemnify and hold harmless shall not exceed what might have been Subtenant's liability to claimant if sued directly by claimant and all appropriate defenses had been raised by Subtenant. 13. Notices. All notices, consents, approvals, demands, requests and other communications made or required to be given pursuant hereto shall be in writing and shall be delivered in hand, mailed by United States certified mail, postage prepaid, and return receipt requested, or sent by overnight courier (e.g., Federal Express or similar courier), or sent by email or facsimile and confirmed by delivery via courier or postal service, addressed as follows: (a) 4818-6696-8689.5 If to Sublessor, to: Intuitive Health of Hamilton County, LLC 5700 Granite Parkway, Suite 455 Plano, Texas 75024 Attn: President with a copy to: Foley & Lardner, LLP 111 Huntington A venue, Suite 2500 Boston, MA 02109 Attn: Michael L. Blau, Esq. and Adria Warren, Esq. E-Mail: MBlau@foley.com and A Warren@foley.com If to Subtenant, to: Riverview Health 395 Westfield Road Noblesville, IN 46060 Attn: Chief Executive Officer SUBLEASE AGREEMENT -Page 9

With a copy to: E-Mail: swarren@riverview.org Krieg De Vault LLP 12800 N. Meridian Street, Suite 300 Carmel, IN 46032 Attn: Brian M. Heaton, Esq. E-Mail: bheaton@kdlegal.com or to such other address for notice as either party shall last have furnished in writing to the party giving the notice. Any such notice or demand shall be deemed to have been duly given or made and to have become effective (i) if delivered by hand, overnight courier or facsimile to the party to which it is directed, at the time of the receipt thereof or the refusal of delivery by such party or the sending of such facsimile and (ii) if sent as aforesaid by U.S. mail, on the third business day following the mailing thereof. Either party may change the address for notices by notice in writing given to the other party in the manner hereinabove described. (b) Each party hereto shall promptly give the other party a copy of each notice received from, or sent to, the Landlord and relating to the Subleased Premises. 14. Casualty. If the Subleased Premises are damaged by fire or other casualty, and Landlord or Sublessor, pursuant to the terms of the Lease, shall elect to terminate the Lease, this Sublease shall cease and terminate on the date termination of the Lease is effective and Rent shall be equitably apportioned consistent with the terms of the Lease. In all other cases of casualty, if the damage has rendered the Subleased Premises untenantable, in whole or in part, there shall be an apportionment of the Rent in the same manner and to the extent as provided in the Lease and afforded to Sublessor. In no event shall Sublessor have any obligation to repair any portion of the Subleased Premises. Sublessor shall promptly provide to Subtenant a copy of any casualty notices received from or given to Landlord pursuant to the Lease to the extent any such notice affects the Subleased Premises. 15. Condemnation. If the Subleased Premises, or a material part thereof, shall be condemned or taken in any manner for any public or quasi-public use, Sublessor or Subtenant shall have the right to terminate this Sublease on the effective date of such taking by prompt written notice to the other of its desire to terminate this Sublease. Subtenant shall have no right to share in any condemnation award (but shall have the right to file a separate claim with respect to its moving expenses and personal property provided said filing would not result in a reduced award to Sublessor), but shall execute any reasonable documents that may be required to facilitate collection by Sublessor and/or Landlord of any and all such awards. Sublessor shall promptly provide to Subtenant a copy of any taking notices received from or given to Landlord pursuant to the Lease to the extent any such notice affects the Subleased Premises. 16. Estoppel Certificates. Subtenant shall, within ten (10) business days after each and every request by Sublessor, execute, acknowledge and deliver to Sublessor, or any other party designated by Sublessor, a statement in writing (a) certifying that this Sublease is unmodified and in full force and effect ( or if there have been modifications, that the same is in full force and SUBLEASE AGREEMENT -Page 10 4818-6696-8689.5

effect as modified, and stating the modifications), (b) specifying the dates to which the Rent has been paid, ( c) stating whether or not, to the best knowledge of Subtenant, Sub lessor is in default in performance or observance of its obligations under this Sublease, and, if so, specifying each such default, and ( d) such other information with respect to this Sublease as Sublessor may reasonably request. Any such statement delivered pursuant to this Paragraph 16 may be relied upon by Landlord, any prospective assignee or transferee of the leasehold estate under the Lease, or any other person designated by Sublessor. Sublessor shall, within ten (10) business days after each and every reasonable request by Subtenant, execute, acknowledge and deliver to Subtenant, or any other party designated by Subtenant, a statement in writing (a) certifying that this Sublease is unmodified and in full force and effect ( or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications), (b) specifying the dates to which the Rent has been paid, ( c) stating whether or not, to the best knowledge of Sublessor, Subtenant is in default in performance or observance of its obligations under this Sublease, and, if so, specifying each such default, and ( d) such other information with respect to this Sublease as Subtenant may reasonably request. Any such statement delivered pursuant to this Paragraph 16 may be relied upon by Landlord, any prospective assignee or transferee of the leasehold estate under the Lease, or any other person designated by Subtenant. 17. Waiver of Jury Trial and Right to Counterclaim. Sublessor and Subtenant hereby waive all right to trial by jury in any summary or other action, proceeding or counterclaim arising out of or in any way connected with this Sublease, the relationship of Sublessor and Subtenant, the Subleased Premises and the use and occupancy thereof, and any claim of injury or damages. Subtenant also hereby waives all right to assert or interpose a counterclaim in any summary proceeding or other action or proceeding to recover or obtain possession of the Subleased Premises unless such counterclaim shall be compulsory according to applicable law. 18. No Waiver. The failure of either party to insist in any one or more cases upon the strict performance or observance of any obligation of the other party hereunder or to exercise any right or option contained herein shall not be construed as a waiver or relinquishment for the future of any such obligation of the bound party or any right or option of the benefited party. Sublessor's receipt and acceptance of Rent, or Sublessor's acceptance of performance of any other obligation by Subtenant, with knowledge of Subtenant's breach of any provision of this Sublease, shall not be deemed a waiver of such breach. No waiver by either party of any term, covenant or condition of this Sublease shall be deemed to have been made unless expressed in writing and signed by the party to be bound by such waiver. 19. Complete Agreement. There are no representations, agreements, arrangements or understandings, oral or written, between the parties relating to the subject matter of this Sublease which are not fully expressed in this Sublease. This Sublease cannot be changed or terminated orally or in any manner other than by a written agreement executed by both parties. 20. Successors and Assigns. The provisions of this Sublease, except as herein otherwise specifically provided, shall extend to, bind and inure to the benefit of the parties hereto and their respective personal representatives, heirs, successors and permitted assigns. SUBLEASE AGREEMENT -Page 11 4818-6696-8689.5

21. Interpretation. This Sublease shall be governed by and construed in accordance with the laws of the State of Indiana. If any provision of this Sublease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Sublease and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. The captions, headings and titles, if any, in this Sublease are solely for convenience of reference and shall not affect its interpretation. This Sublease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Sublease to be drafted. If any words or phrases in this Sublease shall have been stricken out or otherwise eliminated whether or not any other words or phrases have been added, this Sublease shall be construed as if the words or phrases so stricken out or otherwise eliminated were never included in this Sublease and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated. Each covenant, agreement, obligations or other provision of this Sublease shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making same, not dependent on any other provision of this Sublease unless otherwise expressly provided. All terms and words used in this Sublease, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. The word "person" as used in this Sublease shall mean a natural person or persons, a partnership, a corporation, a limited liability company, or any other form of business or legal association or entity. In the event of a conflict or inconsistency between the Lease and this Sublease, this Sublease shall govern and prevail. 22. Exculpation. Sublessor shall have no liability whatsoever for any act or omission to act, by the Landlord or for the failure by Landlord to perform any obligation under the Lease. 23. Holdover. If Subtenant shall hold over possession of the Subleased Premises after the end of the Term hereof, Subtenant shall be deemed to be occupying as a tenant-at-sufferance. In such event, Subtenant shall (i) indemnify and hold harmless Sublessor from and against all direct damages suffered or incurred by Sublessor and (ii) pay Sublessor such increased percentage of the rent, additional rent and all other charges owed by Sublessor pursuant to the Lease during the period of such occupancy. The provisions of this Paragraph 23 shall not constitute a waiver by Sublessor of any re-entry rights of Sublessor available under this Sublease or by law. 24. Indemnities. All of Subtenant's and Sublessor's indemnities described and/or incorporated herein shall survive the expiration or earlier termination of this Sublease. 25. Attorneys' Fees. In the event an action is commenced to enforce or interpret this Sublease, the prevailing party shall recover reasonable attorneys' fees and costs as provided in this Sublease, or as awarded by the court in which the action is pending, or as awarded by any other court of competent jurisdiction in an action commenced for such purpose. 26. Real Estate Brokers. Subtenant and Sublessor each warrants and represents that it has not dealt with any real estate broker and/or salesman in connection with the negotiation or execution of this Sublease. Subtenant agrees to defend, indemnify and hold harmless the Sublessor from and against any and all costs, expenses, attorneys' fees or liability for any compensation, SUBLEASE AGREEMENT -Page 12 4818-6696-8689.5

commission and charges claimed by any real estate broker and/or salesman, due to the acts of Subtenant or Subtenant's representatives. Sub lessor agrees to defend, indemnify and hold harmless the Subtenant from and against any and all costs, expenses, attorneys' fees or liability for any compensation, commission and charges claimed by any real estate broker and/or salesman due to the acts of Sub lessor or Sub lessor's representatives. 27. No Individual Liability. Notwithstanding anything to the contrary in this Sublease contained, in no event shall any of the officers, trustees, directors, partners, owners, beneficiaries, joint venturers, members, stockholders, or other principals or representatives, and the like, disclosed or undisclosed of Sublessor, be personally liable to Subtenant or any other person or entity, for any liability, obligation or matter whatsoever arising under or related, directly to this Sublease, all such liability being specifically limited to Sublessor. 28. Time is of the essence. Time is of the essence with respect to all terms and conditions of this Sublease. 29. OF AC. Subtenant warrants and represents that it is not the subject of any governmental inquiries, investigations or proceedings as to Subtenant's business practices, with respect to issues related to the Patriot Act, or otherwise. Pursuant to United States Presidential Executive Order 13224 ("Executive Order"), U.S. companies are required to ensure that they do not transact business with persons or entities determined to have committed, or to pose a risk of committing or supporting, terrorist acts and those identified on the list of Specially Designated Nationals and Blocked Persons ("List"), generated by the Office of Foreign Assets Control of the U.S. Department of the Treasury. The names or aliases of these persons or entities ("Blocked Person") are updated from time to time. Subtenant hereby acknowledges and agrees that Subtenant's inclusion on the List as a Blocked Person at any time during the Term shall be an Event of Default hereunder for which Sublessor may terminate this Sublease. The provisions of this Paragraph 30 shall survive termination of this Sublease. Subtenant represents that, (i) neither Subtenant nor any person or entity that directly owns ten percent (10%) or greater equity interest in it nor any of its officers, directors, or managing members is a person or entity ( each, a "Prohibited Person") with whom U.S. Person or entities are restricted from doing business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of the U.S. Treasury (including those named on OF AC's Specifically Designated and Blocked Person List) or under Executive Order 13224 (the "Executive Order") signed on September 24, 2001, and entitled "Blocking Property and Prohibiting Transactions with Persons Who Commit Threaten to Commit, or Support Terrorism"), or other governmental action, and (ii) that throughout the Term of this Sublease, Subtenant shall comply with the Executive Order. [END OF PAGE. SIGNATURE PAGES FOLLOW IMMEDIATELY] SUBLEASE AGREEMENT -Page 13 4818-6696-8689.5

4818-6696-8689.5 EXECUTED as of the day and year first above written. SUBLESSOR: INTUITIVE HEALTH OF HAMILTON COUNTY, LLC By: ___________ _ Name: -----------Title: SUBTENANT: RIVERVIEW HEALTH By: ___________ _ Name: __________ _ Title: SUBLEASE AGREEMENT -Page 14

4818-6696-8689.5 EXHIBIT A LEASE

EXHIBITG RECOGNITION AGREEMENT

RECOGNITION AGREEMENT THIS RECOGNITION AGREEMENT (this "Agreement") is entered into as of November_, 2018, by and among EQ Hazel Development, LLC, an Indiana limited liability company; Thomas W. Moore, Trustee of the Joan M. Moore Trust dated December 2, 2016; and Four Moore Investments, LLC, as tenants in common (collectively, the "Landlord"), Intuitive Health of Hamilton County, LLC, a Delaware limited liability company ("Operator"); Intuitive Health, LLC, a Texas ("Intuitive"); and Riverview Health, an Indiana county hospital ("Riverview"). Landlord, Operator and Riverview collectively referred to as the "Parties", and individually as a "Party". RECITALS A. Landlord and Operator are parties to a lease of an approximately 10,922 square foot building to be constructed by Landlord upon certain real property located at 14585 Hazel Dell Parkway, Carmel, Hamilton County, Indiana which is to be used for an emergency and urgent medical services facility (the "EMS Facility"), pursuant to a lease dated November_, 2018 (the "Operating Lease"). C. Operator has entered into a sub-lease of the EMS Facility to Riverview dated November_, 2018 (the "Sub-Lease"). AGREEMENT: NOW THEREFORE, in consideration of the premises and other mutual valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. follows: Representations of the Parties. The parties hereby represent to each other as (a) Landlord represents that the Operating Lease has not been amended, modified or supplemented is in full force and effect on the date hereof. There are no other agreements or understandings, whether written or oral, between Landlord and Operator with respect to the Operating Lease or the Property. (b) Operator and Riverview represent that the Sub-Lease has not been amended, modified or supplemented and the Sub-Lease is in full force and effect on the date hereof. Except as set forth in the Master Services Agreement dated January 31, 2018 between Riverview and Operator ("MSA") and a Side Agreement dated November 2018 among Riverview, Operator, and Intuitive, there are no other agreements or understandings, whether written or oral, between Operator and Riverview with respect to the Sub-Lease or the Property. ( c) No Party hereto has any knowledge of (i) any present defaults under the Operating Lease and/or Sub-Lease nor (ii) any present condition or state of facts which by notice or the passage of time, or both, would constitute a default under such leases. 1

(d) The Sub-Lease shall not be modified, amended, or terminated without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. Landlord acknowledges and agrees that the exercise of Riverview or Operator of the Unwind Option under the MSA (the "Unwind Option") shall not constitute a breach hereof or of the Operating Lease or Sub-Lease so long as Riverview continues to be bound under the Sub-Lease. (e) Notwithstanding anything in this Agreement, the Operating Lease, or the Sub-Lease to the contrary, so long as Riverview continues to be bound under the Sub-Lease, Riverview, upon giving prior written notice to Landlord, shall be permitted to sub-lease the EMS Facility to (i) the Operator, (ii) Intuitive, (iii) an affiliate of Operator or Intuitive or (iv) a reputable and experienced health care provider (a "Successor Provider"). Notwithstanding anything in this Agreement or in the Operating Lease or Sub-Lease to the contrary, Riverview shall have the right to assign its rights in the Sub-Lease to a Successor Provider and be released from its obligations under the Sub-Lease or any Direct Lease ( as herein defined) only in the event that Riverview or Successor Provider delivers to Ground Landlord (i) evidence that such Successor Provider has a tangible net worth of not less than $37,400,000 and (ii) such Successor ·Provider has a five (5) year history of operating health care facilities and is a licensed health care operator. ( f) The Operating Lease shall not be modified, amended, or terminated without the prior written consent of Riverview, which shall not be unreasonably withheld, conditioned, or delayed. 2. Operating Lease Recognition and Attornment. So long as Riverview is not in default beyond any applicable cure period under the Sub-Lease, the parties agree as follows: (a) Notwithstanding anything to the contrary contained in the Sub-Lease, if Operator shall default under the Operating Lease, Landlord shall provide written notice to Riverview of such default and/or any proceedings seeking an eviction or other action to enforce Landlord's interest under the Operating Lease. If, thereafter, the Operating Lease is terminated by Landlord due to such default, upon receipt of written notice and a demand by Landlord for direct payment to the Landlord of amounts due under the Sub-Lease, Riverview will honor such demand and make all subsequent rent payments directly to the Landlord; (b) Landlord shall not require Riverview under any circumstances to cure any of Operator's defaults under the Operating Lease; ( c) If eviction or other proceedings are brought to enforce the rights of the Landlord and Landlord succeeds in such action, the Sub-Lease shall be deemed a direct agreement between Landlord and Riverview and Landlord may either terminate the Sub-Lease or allow such lease to continue in full force and effect, at the option of Landlord in its sole discretion. If the Sub-Lease is terminated, the Landlord ( or its successor in interest) shall enter into a new direct lease with Riverview upon all the same terms, covenants and provisions contained in the Operating Lease (a "Direct Lease"); 2

(d) shall apply: If the provisions of Subsection ( c) above shall occur, the following (1) Riverview shall be bound to Landlord or any new landlord of the Property, under all of the terms, covenants and provisions of the Operating Lease for the remainder of the term thereof (including the extension periods, if Riverview elects or has elected to exercise its options to extend the term), and Riverview hereby agrees to attorn to the Landlord, or any new owner, and to recognize the same as "landlord" under the Operating Lease without any additional documentation to effect such attornment (provided, however, if applicable law shall require additional documentation then Riverview shall execute such additional documents evidencing such attornment as may be required by applicable law); provided, however, that Riverview shall not be liable for any act or omission of Operator or Landlord. (2) Landlord, or any new landlord owner, shall be bound to Riverview under all of the terms, covenants and provisions of the Operating Lease for the remainder of the term thereof (including the extension periods, if Riverview elects or has elected to exercise its options to extend the term); provided, however, that Landlord or such new owner shall not be: (a) liable for any act or omission of any prior landlord under the Operating Lease; (b) subject to any offsets or defenses which Riverview has against any prior landlord (including the Operator); ( c) bound by any base rent, percentage rent, additional rent or any other amounts payable under the Operating Lease which Riverview might have paid in advance for more than the current month to any prior landlord; ( d) liable to refund or otherwise account to Riverview for any security or other deposits not actually paid over to the Landlord by the Operator; ( e) bound by any amendment or modification of the Operating Lease or Sub-Lease made without the Landlord's consent; or (f) personally liable or obligated to perform any term, covenant or provision of the Sub-Lease which was to be performed by Operator prior to the time Landlord or such new owner recognized Riverview under the Operating 3

Lease, such Landlord or new owner's liability being limited in all cases. 3. Notice. All notices, demands or requests, and responses thereto, required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been properly given or served and shall be effective upon being deposited in the United States Mail, postpaid and registered or certified with return receipt requested, provided, however, the time period in which a response to any notice, demand or request must be given shall commence on the date of the receipt of the return receipt of the notice, demand or request by the addressee thereof. Any such notice shall be addressed to the following: If to Landlord: c/o EQ Fisher Development, LLC 4653 Trueman Boulevard, Suite 100 Hilliard, Ohio 43026 Attention: Legal Department If to Operator: Intuitive Health of Hamilton County, LLC 5700 Granite Parkway, Suite 455 Plano, Texas 75024 Attention: President If to Riverview: Riverview Health 395 Westfield Road Noblesville, IN 46060 Attention: CEO With a copy to: Krieg De Vault LLP 12800 N. Meridian Street, Suite 300 Carmel, IN 46032 Attn: Brian M. Heaton or such other address as any Party may, by notice in writing, designate for purposes of giving notice hereunder. 4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 5. Counterparts. This Agreement may be executed in any number of counterparts and each of the counterparts shall be considered an original and all counterparts shall constitute but one and the same instrument. 6. Entire Agreement. This Agreement and the exhibits hereto, which are incorporated herein by this reference, shall constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be changed or modified 4

orally or in any manner other than by any agreement in writing signed by the parties hereto. No waiver of any of the terms or conditions of this Agreement and no waiver of any default or failure of compliance shall be effective unless in writing and no waiver furnished in writing shall be deemed to be a waiver of any other term or provision or any future condition of this Agreement. 7. Applicable Law. This Agreement shall be governed by the law of the state in which the Property is located. 8. Litigation Expenses. In the event of any litigation arising out of any dispute or controversy concerning this Agreement, the party or parties not prevailing in such dispute shall pay any and all costs and expenses incurred by the prevailing party or parties, including, without limitation, reasonable attorneys' fees and expenses, which shall include fees and expenses of in-house attorneys. 9. Time Is of the Essence. Time is of the essence of this Agreement and the performance of each of the covenants and agreements herein. 10. Conflict. In the case of a conflict between the terms of the Operating Lease, the Sub-Lease, or the terms of this Agreement, the terms of this Agreement shall control. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the respective dates of acknowledgement, to be effective as of the date first above written. [Reminder of page intentionally left blank; signature pages follow] 5

SIGNATURE PAGE OF LANDLORD TO RECOGNITION AGREEMENT STATE OF -----COUNTY OF -----§ § § SS: EQ HAZEL DEVELOPMENT, LLC, an Indiana limited liability company By: Name: Steven P. Wathen Title: Manager Before me, a Notary Public in and for said County and State, personally appeared Steven P. Wathen, a duly authorized manager of EQ Hazel Development, LLC, an Indiana limited liability company, who after having been duly sworn, acknowledged the execution of the foregoing Recognition Agreement, as his voluntary act and deed for and on behalf of such limited liability company. Witness my hand and Notarial Seal this __ day of _____ , 2018. Notary Public [Printed name] My County of Residence is: ___ _ My Commission Expires: _____ _

SIGNATURE PAGE OF LANDLORD TO RECOGNITION AGREEMENT STATE OF ---COUNTY OF ---) ) ss: ) THOMAS W. MOORE, TRUSTEE OF THE JOAN M. MOORE TRUST DATED DECEMBER 2, 2016 By: ___________ _ Thomas W. Moore, Trustee BEFORE ME, a Notary Public in and for said County and State, personally appeared Thomas W. Moore, Trustee of the Joan M. Moore Trust dated December 2, 2016, who acknowledged that he did sign the foregoing instrument and that the same is his voluntary act and deed and that he had full authority to sign on behalf of said trust. IN TESTIMONY HEREOF, I have hereunto set my hand and official seal this __ day of ________ , 201_. Notary Public [Printed name] My County of Residence is: ___ _ My Commission Expires: _____ _

SIGNATURE PAGE OF LANDLORD TO RECOGNITION AGREEMENT FOUR MOORE INVESTMENTS, LLC By: ___________ _ Brian Moore, Manager STATE OF ----) ) ss: COUNTY OF ------) BEFORE ME, a Notary Public in and for said County and State, personally appeared Brian Moore, Manager of Four Moore Investments, LLC, who acknowledged that he did sign the foregoing instrument and that the same is his voluntary act and deed and that he had full authority to sign on behalf of said company. IN TESTIMONY HEREOF, I have hereunto set my hand and official seal this __ day of ________ , 201_. Notary Public [Printed name] My County of Residence is: ___ _ My Commission Expires: _____ _

SIGNATURE PAGE OF OPERATOR TO RECOGNITION AGREEMENT STATE OF -----COUNTY OF -----§ § § SS: INTUITIVE HEAL TH OF HAMIL TON COUNTY,LLC By: ____________ _ Name: -------------Title: -------------Before me, a Notary Public in and for said County and State, personally appeared _______ , the _______ of Intuitive Health of Hamilton County, LLC, a Delaware limited liability company, who after having been duly sworn, acknowledged the execution of the foregoing Recognition Agreement, as his/her voluntary act and deed for and on behalf of such limited liability company. Witness my hand and Notarial Seal this __ day of _____ , 2018 Notary Public [Printed name] My County of Residence is: ___ _ My Commission Expires: _____ _

SIGNATURE PAGE OF RIVERVIEW TO RECOGNITION AGREEMENT STATE OF -----§ § COUNTY OF ____ § SS: RIVERVIEW HEALTH, an Indiana county hospital By: _____________ _ Name: -------------Title: -------------Before me, a Notary Public in and for said County and State, personally appeared _______ , the _______ of Riverview Health, an Indiana county hospital, who after having been duly sworn, acknowledged the execution of the foregoing Recognition Agreement, as his/her voluntary act and deed for and on behalf of such entity. Witness my hand and Notarial Seal this __ day of _____ , 2018 Notary Public [Printed name] My County of Residence is: ___ _ My Commission Expires: _____ _

SIGNATURE PAGE OF INTUITIVE TO RECOGNITION AGREEMENT STATE OF -----COUNTY OF -----§ § § SS: INTUITIVE HEAL TH, LLC By: _______________ _ Name: -------------Title: -------------Before me, a Notary Public in and for said County and State, personally appeared _______ , the _______ of Intuitive Health, LLC, a Texas limited liability company, who after having been duly sworn, acknowledged the execution of the foregoing Recognition Agreement, as his/her voluntary act and deed for and on behalf of such limited liability company. Witness my hand and Notarial Seal this __ day of _____ , 2018 Notary Public [Printed name] My County of Residence is: ___ _ My Commission Expires: _____ _ After recording return to: Thomas J. Rocco, Esq. Equity, LLC. 4653 Trueman Boulevard, Suite 100, Hilliard, Ohio 43026 This instrument was prepared by Thomas J. Rocco, Esq. Equity, LLC. 4653 Trueman Boulevard, Suite 100, Hilliard, Ohio 43026 I affirm, under penalties for perjury, that I have taken reasonable care to redact each Social Security Number in this document, unless required by law. Thomas J. Rocco

SCHEDULE 1.2 Landlord's Work Schedule Date Work Within 14 days of the later of the Landlord's Completion of Construction Drawings full execution of this Lease and and presentation to Tenant; Submit for zomng Landlord's receipt of Tenant's compliance and code variances. approved floor plan ("CD Delivery Date") Within 5 business days of CD Tenant's approval of Construction Drawings Delivery Date ("CD Approval Date") Within 5 days of Tenant approval Landlord shall submit for all applicable building (subject to provisions of Section permits to accomplish Substantial Completion of the 1.3) Building Within 60 days of submittal Code Variances/Zoning compliance obtained [No Deadline, subject to outside Landlord obtains shell building permit approvalsl Within 150 days of the date that Landlord substantially completes Landlord's Work the permit is issued ("Delivery Date")