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Do6uSign Envelope f�Da4�7 6 8 P�_ E �� 3C � 6 _8 Filed 03/20/23 Page 2 of 5 Page I D #:162 ASSIGNMENT OF CLAIMS AGREEMENT This Assignment of Claims Agreement(the"Agreement") is made and entered into as of March 15, 2023,by and between (1) Turner Healthcare Facilities Acquisition LLC ("Turner"or the"Assignor") and (2) Share Our Selves Corporation, a California nonprofit corporation ("SOS" or the "Assignee") [hereinafter, Turner and SOS shall collectively be referred to as the"Parties" and individually as the "Party"] with respect to the following facts and intentions: RECITALS A. On or about February 25, 2022, Turner and SOS executed a term sheet (the"Terra Sheet"), setting forth that Turner may purchase the real property located at 2670 North Main Street in Santa Ana(the "Main Street Property" or the"Property"), and the parties intention to enter into a 20-year triple-net lease of the Property, with two five- year options to extend,and an option to purchase the Property (the"Lease")which Lease would include the obligation for Turner to renovate the Property into a healthcare facility for SOS (the"Project"). B. On or about March 7, 2022, Turner entered into a Purchase and Sale Agreement and Joint Escrow Instructions (the"PSA")to purchase the Main Street Property from the Himy Family Limited Partnership 11, LP (the"Seller"). The PSA provided Turner with a period of 90 days (the "Inspection Period")to conduct all due diligence of the property, including any attempts to obtain entitlements, approvals, permits, and private party consents necessary for the Project. C. Under the PSA, Turner was required to, and did,place a$270,000 refundable deposit(the"Deposit") into escrow(the"Escrow"), a portion of which was anon-refundable payment of$100.00 in"Independent Consideration" to the Seller. D. In May,July, and November 2022 and February 2023, Turner and the Seller entered into amendments to the PSA(collectively,the "Amendments")to provide for various extensions of the Inspection Period to and including February 10, 2023. E. As consideratioi-r for the extensions contemplated under the Amendments (collectively,the "Extensions"), Turner paid various extension fees (collectively,the "Extension Fees") and released a portion of the funds in the Escrow(the"Released Funds"),totaling $185,000 in Extension Fees and Released Funds. F. During the period from approximately February 2022 to and including the present date, Turner has incurred various costs and expenses in connection with various planning, purchase, development,entitlement, legal, and other activities relating to the Project(collectively, the "Project-Related Costs"), including costs incurred in connection with the minor exception application and the major remodel applications that Turner submitted to the City of Santa Ana(the"City"). G. In December 2022,the City adopted Santa Ana Zoning Ordinance Amendment No. 2022-07 (the "Urgency Ordinance") and, in February 2023, the City 1