LOAN AGREEMENTLoan Agreement • October 22nd, 2021 • Assisted 4 Living, Inc. • Services-home health care services • New York
This LOAN AGREEMENT, dated as of October 18, 2021 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between ARENA LIMITED SPV, LLC, a Delaware limited liability company (“Lender”), having an address at 405 Lexington Avenue, 59th Floor, New York, New York 10174 and REAL LIVING PROPERTY HOLDINGS – TEXAS, LLC, a Texas limited liability company (“Borrower”), having its principal place of business at c/o Assisted 4 Living, Inc., 5115 FL-64, Bradenton, Florida 34208.
MANAGEMENT TRANSFER AGREEMENT BY AND BETWEEN GCC NOCONA, LLC, a Texas limited liability company and Nocona Health and Rehab Center, LLC, a Texas limited liability company Dated: June 21, 2021Management Transfer Agreement • June 24th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Texas
This Management Transfer Agreement (“Agreement”), dated as of June 21, 2021 (the “Execution Date”), is by and between GCC NOCONA, LLC, a Texas limited liability company (the “Transferor”), Nocona Health and Rehab Center, LLC, a Texas limited liability company (the “New Manager”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 24th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Texas
xas limited liability company (“Seller”), and REAL LIVING PROPERTY HOLDINGS – TEXAS, LLC, a Texas limited liability company (“Purchaser”). Seller and Purchaser are sometimes collectively referred to as the “Parties” or individually as a “Party”.
AMENDED AND RESTATED MEMBERSHIP INTEREST Purchase Agreement by and among assisted 4 living, inc., Richard T. Mason, G. Shayne Bench AND Trillium Healthcare Group, LLCMembership Interest Purchase Agreement • June 17th, 2021 • Assisted 4 Living, Inc. • Services-home health care services
This Amended and Restated Membership Interest Purchase Agreement (as amended or otherwise modified, this “Agreement”), dated as of June 10, 2021 (the “Signing Date”), is entered into by and among (a) Assisted 4 Living, Inc., a Nevada corporation (“Buyer”), (b) Trillium Healthcare Group, LLC, a Florida limited liability company (the “Seller”), (c) Richard T. Mason (“Mason”), the principal owner of Balmoral Castle Investments, LLC and G. Shayne Bench (“Bench” and, together with Mason, each an “Owner” and, collectively, the “Owners”), the principal owner of Bucuti Investments, LLC. Seller and the Owners may be individually referred to herein each as a “Seller Party” or, collectively, as the “Seller Parties”.
MASTER LEASEMaster Lease • June 17th, 2021 • Assisted 4 Living, Inc. • Services-home health care services
THIS MASTER LEASE (this “Lease”) made and entered into this 13th day of May, 2015, by and between CRETE PLUS FIVE PROPERTY, L.L.C., a Delaware limited liability company, IOWA LINCOLN COUNTY PROPERTY, L.L.C., a Delaware limited liability company, MUSCATINE TOLEDO PROPERTIES, L.L.C., a Delaware limited liability company, and AVERY STREET PROPERTY, L.L.C., a Delaware limited liability company (hereinafter along with any other lessors as may be added to this Lease from time to time collectively referred to as “Lessor”), and IANE PROPERTIES I, LLC, a Florida limited liability company, and IANE PROPERTIES II, LLC, a Florida limited liability company (hereinafter along with any other lessees as may be added to this Lease from time to time collectively referred to as “Lessee”).
MASTER LEASEMaster Lease • June 16th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Maryland
CREDIT AGREEMENT betweenCredit Agreement • October 7th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Pennsylvania
THIS CREDIT AGREEMENT (“Agreement”) is dated this 9th day of May, 2019, by and among Trillium Healthcare Group, LLC, Fairway Healthcare Properties, LLC, Trillium Healthcare Consulting, LLC, Iane Properties I, LLC, Iane Properties II, LLC and Greenside Healthcare Properties, LLC, each a Florida limited liability company, each as a Corporate Guarantor, each of the parties listed on Annex A attached hereto (together with such other Persons joined hereto as Borrower from time to time, individually and collectively, “Borrower”) and Gemino Healthcare Finance, LLC, a Delaware limited liability company, as lender (“Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of February 1, 2021 (the “Effective Date”), between ASSISTED 4 LIVING, INC., a Nevada corporation (“Company”), and LOUIS COLLIER (the “Executive”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 7th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Pennsylvania
This Second Amendment to Credit Agreement (as the same may from time to time be amended, restated, supplemented or otherwise modified, this “Amendment”) is made as of September 30, 2021 by and among TRILLIUM HEALTHCARE-OPS, LLC (f/k/a FAIRWAY HEALTHCARE PROPERTIES, LLC), ASSISTED 4 LIVING, INC., ASSISTED 4 LIVING CONSULTING, LLC (f/k/a TRILLIUM HEALTHCARE CONSULTING), LLC, IANE PROPERTIES I, LLC, IANE PROPERTIES II, LLC and GREENSIDE HEALTHCARE PROPERTIES, LLC, each a Florida limited liability company, (each as a “Corporate Guarantor”), each of the parties listed on Annex A attached hereto (together with such other Persons joined thereto as Borrower from time to time, individually and collectively, “Borrower”), and GEMINO HEALTHCARE FINANCE, LLC d/b/a SLR HEALTHCARE ABL, a Delaware limited liability company, as lender (“Lender”).
AGREEMENT FOR THE PURCHASE AND SALE OF BUSINESS ASSETS AND REAL ESTATE LOCATED AT 13516 TOWNLINE RD., GREEN VALLEY, ILLINOISAssignment and Assumption Agreement • October 6th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Illinois
THIS AGREEMENT, is entered into on the date last signed as provided on the signature page hereof (the “Agreement Date”) by and between Autumn Accolade, Inc., (“ASSET SELLER”), Deborah S. Penn, as Trustee under the provisions of a Trust Agreement dated October 8, 2012, and known as the Denton M. Penn Jr. Trust, as to an undivided one-half interest; Deborah S. Penn, as Trustee under the provisions of a Trust Agreement dated October 8, 2012, and known as the Deborah S. Penn Trust, as to an undivided one-half interest (“RE SELLER”) and Assisted 4 Living, Inc., hereinafter called BUYER. ASSET SELLER and RE SELLER are collectively referred to as SELLER.
CORPORATE GUARANTYAssisted 4 Living, Inc. • November 29th, 2021 • Services-home health care services
For and in consideration of the extension of credit in the aggregate amount of $1,001,467 by Excel Family Partners, LLLP (as to a 60% interest or $601,400), Roger Tichenor (as to a 30% interest or $300,000) and Jeffery Bahnsen (as to a 10% interest or $100,067) (collectively referred to as “Lender”) to Assisted 4 Living Consulting, LLC, a Florida limited liability company (“Borrower”) and for other good and valuable consideration, the undersigned hereby unconditionally guarantee(s) to Lender the payment of all indebtedness, liabilities and obligations of every kind and nature of Borrower to Lender whether absolute or contingent, direct or indirect, due or to become due, heretofore or hereafter created arising or exiting including any additional advances or future advances, renewals or extensions (all hereinafter referred to as the “Indebtedness”) without limitation as to amount, and the undersigned hereby represents, covenants and agrees with Lender as follows:
PLAN OF MERGERPlan of Merger • March 29th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Florida
THIS PLAN OF MERGER (this “Plan”), dated as of March 23, 2021, is entered into by and among BANYAN PEDIATRIC CARE CENTERS, INC., a Florida corporation (“Banyan”), BPCC ACQUISITION, INC., a Florida corporation (“Merger Sub”) and ASSISTED 4 LIVING, INC., a Nevada corporation (“Parent”).
CONSENT AGREEMENT AND FIFTH AMENDMENT TO MASTER LEASE (OHI – Trillium)Consent Agreement • June 16th, 2021 • Assisted 4 Living, Inc. • Services-home health care services
THIS CONSENT AGREEMENT AND FIFTH AMENDMENT TO MASTER LEASE (this “Amendment”) is executed and delivered as of this 10th day of June, 2021 and is entered into by and among CRETE PLUS FIVE PROPERTY, L.L.C., a Delaware limited liability company, IOWA LINCOLN COUNTY PROPERTY, L.L.C., a Delaware limited liability company, MUSCATINE TOLEDO PROPERTIES, L.L.C., a Delaware limited liability company, and AVERY STREET PROPERTY, L.L.C., a Delaware limited liability company (collectively, “Lessor”), and IANE PROPERTIES I, LLC, a Florida limited liability company, and IANE PROPERTIES II, LLC, a Florida limited liability company (together “Lessee”).
PERSONAL GUARANTYPersonal Guaranty • October 13th, 2021 • Assisted 4 Living, Inc. • Services-home health care services
For and in consideration of the extension of credit in the aggregate amount of $1,250,000.00 by Boston Fidelity Financial, LLC, a Delaware limited liability company (as to a 40% interest or $500,000.00), Siesta Private Mortgages, LLC, a Florida limited liability company (as to a 4% interest or $50,000.00), AFW Ventures, LLC, a Florida limited liability company (as to a 16% interest or $200,000.00), ERE SEP, LLC, a Florida limited liability company (as to a 16% interest or $200,000.00), Randall Oser (as to a 12% interest or $150,000.00); Jared Kaban (as to a 12% interest or $150,000.00), (collectively referred to as “Lender”), whose address is; 4411 Bee Ridge Road, #443 Sarasota, FL 34233, to Assisted 4 Living Consulting, LLC, a Florida limited liability company (hereinafter called “BORROWER”) and for other good and valuable consideration, the undersigned hereby unconditionally guarantee(s) to LENDER the payment of all indebtedness, liabilities and obligations of every kind and nature o
CONSENT AGREEMENT AND AMENDMENT TO MASTER LEASEConsent Agreement • June 16th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Maryland
THIS CONSENT AGREEMENT AND AMENDMENT TO MASTER LEASE (this “Agreement”) is entered into as of June 10, 2021, by and between CTR PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and GREENSIDE HEALTHCARE PROPERTIES, LLC, a Florida limited liability company (“Tenant”).
THIRD Amendment to MEMBERSHIP INTEREST PURCHASE AgreementMembership Interest Purchase Agreement • May 5th, 2021 • Assisted 4 Living, Inc. • Services-home health care services
This Third Amendment to Membership Interest Purchase Agreement (the “Amendment”) is made and entered into to be effective as of this 29th day of April, 2021, by and among Assisted 4 Living, Inc., a Nevada corporation (“Buyer”), Trillium Healthcare Group, LLC, a Florida limited liability company (“Seller”) and Richard T. Mason (“Mason”), and G. Shayne Bench (“Bench”, and together with Seller and Mason, each a “Seller Party”, and, collectively, the “Seller Parties”). Buyer and Seller Parties are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized but undefined terms in this Amendment shall have the meanings given them in the Membership Interest Purchase Agreement (as amended, the “Purchase Agreement”), dated as of January 29, 2021, by and among the Parties.
Fourth Amendment to MEMBERSHIP INTEREST PURCHASE AgreementMembership Interest Purchase Agreement • May 28th, 2021 • Assisted 4 Living, Inc. • Services-home health care services
This Fourth Amendment to Membership Interest Purchase Agreement (the “Amendment”) is made and entered into to be effective as of this 27th day of May, 2021, by and among Assisted 4 Living, Inc., a Nevada corporation (“Buyer”), Trillium Healthcare Group, LLC, a Florida limited liability company (“Seller”) and Richard T. Mason (“Mason”), and G. Shayne Bench (“Bench”, and together with Seller and Mason, each a “Seller Party”, and, collectively, the “Seller Parties”). Buyer and Seller Parties are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized but undefined terms in this Amendment shall have the meanings given them in the Membership Interest Purchase Agreement (as amended, the “Purchase Agreement”), dated as of January 29, 2021, by and among the Parties.
AGREEMENT OF PURCHASE AND SALE (13 Facilities – IA, NE, and FL)Agreement of Purchase and Sale • October 18th, 2021 • Assisted 4 Living, Inc. • Services-home health care services
____________, a Delaware limited liability company, whose address is 303 International Circle, Suite 200, Hunt Valley, MD 21030 (“Grantor”), for consideration of Ten Dollars ($10.00) and other good and valuable consideration received from Assisted 4 Living, Inc., a __________ corporation, whose address is ______________ (“Grantee”), coveys to Grantee the following described property situated in the City of _______, ________ County, Iowa (the “Property”):
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • March 8th, 2021 • Assisted 4 Living, Inc. • Services-home health care services
This First Amendment to Membership Interest Purchase Agreement (the “Amendment”) is made and entered into as of this 4th day of March, 2021, by and among Assisted 4 Living, Inc., a Nevada corporation (“Buyer”), Trillium Healthcare Group, LLC, a Florida limited liability company (“Seller”) and Richard T. Mason (“Mason”), and G. Shayne Bench (“Bench”, and together with Seller and Mason, each a “Seller Party”, and, collectively, the “Seller Parties”). Buyer and Seller Parties are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized but undefined terms in this Amendment shall have the meanings given them in the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of January 29, 2021, by and among the Parties.
WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 7th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Pennsylvania
This Waiver and First Amendment to Credit Agreement (as the same may from time to time be amended, restated, supplemented or otherwise modified, this “Amendment”) is made as of April 30, 2020 by and among TRILLIUM HEALTHCARE GROUP, LLC, FAIRWAY HEALTHCARE PROPERTIES, LLC, TRILLIUM HEALTHCARE CONSULTING, LLC, IANE PROPERTIES I, LLC, IANE PROPERTIES II, LLC and GREENSIDE HEALTHCARE PROPERTIES, LLC, each a Florida limited liability company, (each as a “Corporate Guarantor”), each of the parties listed on Annex A attached hereto (together with such other Persons joined thereto as Borrower from time to time, individually and collectively, “Borrower”), and GEMINO HEALTHCARE FINANCE, LLC, a Delaware limited liability company, as lender (“Lender”).
BUSINESS DEVELOPMENT AGREEMENTBusiness Development Agreement • June 16th, 2021 • Assisted 4 Living, Inc. • Services-home health care services
THIS BUSINESS DEVELOPMENT AGREEMENT (this “Agreement”), dated June 10, 2021, (the “Effective Date”) is by and between Assisted 4 Living, Inc., a Nevada corporation (“Company” and, together with its direct and indirect subsidiaries, “Companies”), and Richard T. Mason (“Mason”), and G. Shayne Bench (“Bench”, and together with Mason, each a “Business Developer”, and, collectively, the “Business Developers”). Company and Business Developers may be referred to individually herein as a “Party” and collectively as the “Parties.”
THIS IS A BALLOON MORTGAGE AND THE FINAL PRINCIPAL PAYMENT OR THE PRINCIPAL BALANCE DUE UPON MATURITY IS $1,001,467.00, TOGETHER WITH ACCRUED INTEREST, IF ANY, AND ALL ADVANCEMENTS MADE BY THE MORTGAGEE UNDER THE TERMS OF THIS MORTGAGE.Assisted 4 Living, Inc. • November 29th, 2021 • Services-home health care services • Florida
THIS MORTGAGE (“Security Instrument”), made this 12th day of November, 2021, by Assisted 4 Living Consulting, LLC, a Florida limited liability company formerly known as Trillium Healthcare Consulting, LLC, a Florida limited liability company (“Borrower”).
UNCONDITIONAL GUARANTY OF LEASEUnconditional Guaranty of Lease • June 16th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Illinois
GUARANTEE OF INDEMNIFICATION OBLIGATIONSIndemnification Obligations • June 24th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Texas
This GUARANTEE OF INDEMNIFICATION OBLIGATIONS (this “Guarantee”) is made as of the 21st day of June, 2021, by Jake Hallsted, an individual (“Guarantor”), for the benefit of Nocona Health and Rehab Center, LLC, a Texas limited liability company (“Nocona MTA Buyer”), Henrietta Health and Rehab Center, LLC, a Texas limited liability company (“Henrietta MTA Buyer”), Olney Health and Rehab Center, LLC, a Texas limited liability company (“Olney MTA Buyer” and collectively with the Nocona MTA Buyer and Henrietta MTA Buyer, “MTA Buyers”) and Real Living Property Holdings – Texas, LLC, a Texas limited liability company (“PSA Buyer” and collectively with MTA Buyers, “Buyers”). This Guarantee will become effective as of the closing of the transactions contemplated by the MTAs and the PSAs and in the event such agreements are terminated, this Guarantee will terminate and be of no further force or effect.
SECOND AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 8th, 2021 • Assisted 4 Living, Inc. • Services-home health care services
This Second Amendment to Membership Interest Purchase Agreement (the “Amendment”) is made and entered into to be effective as of this 5th day of April, 2021, by and among Assisted 4 Living, Inc., a Nevada corporation (“Buyer”), Trillium Healthcare Group, LLC, a Florida limited liability company (“Seller”) and Richard T. Mason (“Mason”), and G. Shayne Bench (“Bench”, and together with Seller and Mason, each a “Seller Party”, and, collectively, the “Seller Parties”). Buyer and Seller Parties are collectively referred to herein as the “Parties” and individually as a “Party”.Capitalized but undefined terms in this Amendment shall have the meanings given them in the Membership Interest Purchase Agreement (as amended, the “Purchase Agreement”), dated as of January 29, 2021, by and among the Parties.
GUARANTY OF MASTER LEASEGuaranty of Master Lease • June 16th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Maryland
THIS GUARANTY OF MASTER LEASE (this “Guaranty”) is made effective as of June 10, 2021, by ASSISTED 4 LIVING, INC., a Nevada corporation (“Guarantor”), in favor of CTR PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”).
PURCHASE AND SALE OPTION AGREEMENTPurchase and Sale Option Agreement • May 5th, 2021 • Assisted 4 Living, Inc. • Services-home health care services • Florida
THIS PURCHASE AND SALE OPTION AGREEMENT (this “Agreement”), dated and effective as of November 7, 2020 (“Effective Date”), is entered into by and between Assisted 4 Living, Inc., a Nevada corporation (“Seller”) and Romulus Barr (“Buyer”).
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONMembership Purchase Agreement • August 23rd, 2021 • Assisted 4 Living, Inc. • Services-home health care services
The following unaudited pro forma condensed consolidated financial information give effect to the Amended and Restated Membership Purchase Agreement (the “Restated Purchase Agreement”), between Assisted 4 Living (“A4L”), Richard T. Mason (“Mason”), G. Shayne Bench (“Bench”) and Trillium Healthcare Group, LLC a Florida limited liability company (“Trillium”) to acquire all of the issued and outstanding ownership interests of Fairway Healthcare Properties, LLC (“FHP”) and Trillium Healthcare Consulting, LLC (together with FHP, the “Trillium Subsidiaries”) from Trillium (the “Transaction”). The Transaction closed and was effective June 10, 2021.
ASSISTED 4 LIVING, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • October 9th, 2018 • Assisted 4 Living, Inc. • Services-home health care services
GUARANTYGuaranty • October 22nd, 2021 • Assisted 4 Living, Inc. • Services-home health care services
This GUARANTY (this “Guaranty”) is made as of October 18, 2021 by ASSISTED 4 LIVING, INC., a Nevada corporation (“A4L Guarantor”), HENRIETTA HEALTH AND REHAB CENTER, LLC, a Texas limited liability company (“Henrietta Guarantor”), NOCONA HEALTH AND REHAB CENTER, LLC, a Texas limited liability company (“Nocona Guarantor”), and OLNEY HEALTH AND REHAB CENTER, LLC, a Texas limited liability company (“Olney Guarantor” and together with A4L Guarantor, Henrietta Guarantor, and Nocona Guarantor, each a “Guarantor” and collectively, “Guarantors”), for the benefit of ARENA LIMITED SPV, LLC, a Delaware limited liability company (together with its successors and assigns, collectively, “Lender”), having an address at 405 Lexington Avenue, 59th Floor, New York, New York 10174.
