Addison Amsdell

219.224.2833
addicentllc@gmail.com

August 11, 2021

To: Jeffrey Winokur

J.H. Winokur Inc
914.997.9200
Jeffw@jhwinokur.com

Regarding: Purchase and Sale of Physicians Surgical Hospital

This non-binding Letter of Intent (“LOI”) sets forth the general terms upon which Addison Amsdell
(“Buyer”) will purchase Physicians Surgical Hospital (“The Property”) from Selling Entity (“Seller”).
Buyer and Seller will not be legally bound to transact unless and until the execution and delivery of a
Purchase and Sale Agreement (“PSA”) by Buyer and Seller. The purpose of LOI is to provide the
basis and general terms for which a transaction will be contemplated and negotiated, and to outline
the main terms for which a PSA may eventually be documented.

PROPERTY New Orleans MSA, New Orleans MSA, St Tammany Parish,

LA 70433

PURCHASE PRICE Forty Five Million Dollars ($45,000,000)

DEPOSIT 3.33% of the Purchase Price or One Million Five Hundred

Thousand Dollars ($1,500,000) will be placed in escrow at the
mutual execution of a Purchase and Sale Agreement. Following
the expiration of the Due Diligence Period, the Deposit shall be
non-refundable to Buyer.

DUE DILIGENCE In connection with Buyer’s review of the Property, Seller will
make available to Buyer, promptly upon request, such
documents, books, records, and other information related to
Property in Seller’s possession. Buyer may request additional
items to be listed in the PSA

DUE DILIGENCE PERIOD The Buyer shall have Thirty Days (30) beginning at the effective
date of the PSA to inspect and perform Due Diligence as Buyer
deems reasonably necessary to further evaluate the Purchase of
Property(s).

CLOSING Buyer and Seller shall close the Purchase and Sale of the
Property Thirty Days (30) after the expiration of the Due
Diligence period.
CLOSING COSTS Closing Costs to be further outlined and determined in the PSA
unless specifically addressed later in the LOI.

TITLE The Property is to be sold and conveyed free of liens and

encumbrances, and title is to be deemed clean and marketable.

BROKER The Seller is represented by Jeffrey Winokur and shall be paid

a commission at closing in accordance with the listing agreement
or any other relevant and agreed upon agreement Broker has
with Seller.

CONTINUED OPERATIONS Unless otherwise stated in the PSA, Seller will continue to
operate the Property in a consistent manner as prior to this LOI.
Major property decisions which might significantly affect the
value of Property or nature of the contemplated transaction,
should be brought to Buyer for discussion and review.

CONFIDENTIALITY The content of this LOI shall be confidential in nature and shall
not be disclosed to other buyers.

OTHER TERMS For High Net worth

1031 EXCHANGE None

FINANCING CONTINGENCY None

Signature Addison Amsdell

Buyer Addison Amsdell
Date August 11, 2021

Signature
Seller
Date