INTERIM MANAGEMENT AND SECURITY AGREEMENTInterim Management and Security Agreement • April 6th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities
THIS INTERIM MANAGEMENT AND SECURITY AGREEMENT (this “Agreement”) is made as of the 1st day of April, 2023, by and between MCA New Braunfels Operating Company, LLC, operated under the Memory Care America name (“MCA”), and Chapters New Braunfels, LLC (the “Manager”).
CONSULTING AND SECURITY AGREEMENTConsulting and Security Agreement • April 6th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities
THIS CONSULTING AND SECURITY AGREEMENT (this “Agreement”) is made as of the 1st day of April, 2023, by and between Memory Care at Good Shepard, LLC, an Arkansas limited liability company, operated under the Memory Care America name (“MCA”), and Chapters Little Rock, LLC, an Arkansas limited liability company (the “Consultant”).
PROMISSORY NOTEClearday, Inc. • April 6th, 2023 • Services-nursing & personal care facilities • Indiana
WHEREAS, Borrower (defined below) and Lender (defined below) are parties to that certain Lease Transition Agreement, dated as of March 31, 2023 (together with all modifications, amendments, restatements, renewals and/or extensions thereof, collectively, the “Transition Agreement”), whereby, among other things, Borrower and Lender agreed to the manner in which Borrower would pay to Lender certain obligations of Borrower arising as a result of Borrower’s default of its obligations arising under the Leases; and
LEASE TRANSITION AGREEMENTLease Agreement • April 6th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities • Indiana
THIS LEASE TRANSITION AGREEMENT (this “Agreement”) is entered into as of March 31, 2023 (the “Effective Date”), by and between: (1) MHI-MC San Antonio, LP, a Delaware limited partnership (“MHI San Antonio”); MHI-MC New Braunfels, LP, a Delaware limited partnership (“MHI New Braunfels”); and MHI Little Rock, LP, a Delaware limited partnership (“MHI Little Rock”) (individually and collectively, MHI San Antonio, MHI New Braunfels, MHI Little Rock are “Landlord”), on the one hand; and (2) MCA Mainstreet Tenant, LLC, a Tennessee limited liability company (“Tenant”); MCA Westover Hills Operating Company, LLC, a Tennessee limited liability company (“MCA Westover Hills”); MCA New Braunfels Operating Company, LLC, a Tennessee limited liability company (“MCA New Braunfels”); and Memory Care at Good Shepherd, LLC, an Arkansas limited liability company (“MCA Good Shepherd”) (individually and collectively, Tenant, MCA Westover Hills, MCA New Braunfels, and MCA Good Shepherd are “MCA”), on the other
GUARANTYClearday, Inc. • April 6th, 2023 • Services-nursing & personal care facilities
FOR VALUE RECEIVED, and in consideration for and as an inducement to MHI LITTLE ROCK, LP, a Delaware limited partnership (“MHI LR”), MHI-MC NEW BRAUNFELS, LP, a Delaware limited partnership (“MHI NB”), and MHI-MC SAN ANTONIO, LP, a Delaware limited partnership (“MHI SA” and, together with MHI LR and MHI NB, individually and collectively, “Landlord”), to (i) make and enter into that certain Lease Transition Agreement dated as of March 31, 2023 (together with all renewals, extensions, amendments, modifications, replacements and/or restatements thereof and substitutions therefor, collectively, the “Transition Agreement”), by and between Landlord, on the one hand, and MCA MAINSTREET TENANT, LLC, a Tennessee limited liability company (“Tenant”), MCA WESTOVER HILLS OPERATING COMPANY, LLC, a Tennessee limited liability company (“MCA Westover Hills”), MCA NEW BRAUNFELS OPERATING COMPANY, LLC, a Tennessee limited liability company (“MCA New Braunfels”), and MEMORY CARE AT GOOD SHEPHERD, LLC, an
OPERATIONS TRANSFER AGREEMENTOperations Transfer Agreement • April 6th, 2023 • Clearday, Inc. • Services-nursing & personal care facilities
This OPERATIONS TRANSFER AGREEMENT (this “Agreement”) is entered into as of the 1st day of April, 2023 by and among Memory Care at Good Shepherd, LLC, an Arkansas limited liability company, MCA New Braunfels Operating Company, LLC, a Tennessee limited liability company, MCA Westover Hills Operating Company, LLC, a Tennessee limited liability company, (individually a “Current Operator” and, collectively, the “Current Operators”), and CHAPTERS LITTLE ROCK, LLC, an Arkansas limited liability company, CHAPTERS NEW BRAUNFELS, LLC, a Texas limited liability company, CHAPTERS SAN ANTONIO, LLC, a Texas limited liability company (individually a “New Operator” and, collectively, the “New Operators”).
