NORTH CAROLINA

ASSET PURCHASE AGREEMENT

[CITY]

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of the___ day of [MONTH], [YEAR] (the “Effective Date”) by and between [COMPANY], a [STATE] body politic and corporate (“Seller”), and [COMPANY], a [STATE] corporation (“Purchaser”).

BACKGROUND AND PURPOSE

Seller provides home health and related services in [CITY], North Carolina. Purchaser is duly authorized to do business in the State of North Carolina, and Seller desires to sell certain assets relating to the provision of home health agency services to Purchaser, and Purchaser has agreed to purchase the same on and subject to the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, Seller and Purchaser agree as follows:

1. Sale andTransfer of Assets. In compliance with the terms of N.C. Gen. Stat. §131E-13, and subject to the terms and conditions of this Agreement, Seller shall sell, and Purchaser shall purchase for the consideration set forth herein, the assets solely related to Seller’s home health agency business, operated as a division of the [CITY] Public Health Department and licensed as [CITY] Home Health Agency (Medicare Provider Number [NUMBER]; Medicaid Provider Number [NUMBER], if determined to be transferrable) (the “Business”), excluding the Excluded Assets (defined below), but otherwise including, without limitation, all of the property described as follows (collectively, the “Assets”):

All of Seller’s right, title, and interest in and to those certain medical

records of the clients of the Business (the “Clients”) as described in that certain Medical Record Custodian Agreement designating Purchaser as custodian, including paper records and electronic records (together, the “Client Records”), subject to the rights of the Clients to authorize the transfer of the Client Records, the Clients’ right of access to the information contained in their records, if applicable, and subject to all privacy and confidentiality requirements imposed by state or federal law or regulation;

Subject to any required consents or approvals, as applicable, and to the

extent assignable, the certificate of need (or equivalent), all governmental and non-governmental provider numbers and agreements, including, but not limited to, Seller’s Medicare provider agreement with the Centers for Medicare & Medicaid Services (“CMS”), as it relates to Medicare Provider Number [NUMBER] (“Seller’s Medicare Number”), and Seller’s National Provider Identification number [NUMBER] (“Seller’s NPI Number”) (collectively, “Seller’s Home Health Provider Numbers and Agreements”). Seller’s accreditation, and such other contracts and agreements as may be identified on Schedule 1(b) and other intangible rights of Seller necessary to operate the Business, in each case to the extent transferable to Purchaser;