NYSE: STRW

Each
healthcare facility located at our properties is managed by a qualified operator with an experienced management team. As of December 31, 2025, 66 facilities representing 48.5% of our annualized base rent are leased to and operated by related parties that are
affiliates of Moishe Gubin, who is our Chairman and Chief Executive Officer and Michael Blisko, who is one of our directors. These properties
are operated by affiliates of Infinity Healthcare Management (“Infinity Healthcare”), a healthcare consulting business, beneficially
owned by Mr. Gubin and Mr. Blisko/. Infinity Healthcare and its affiliates are one of the largest groups of operators of skilled nursing
facilities in the Midwest with over 8,500 beds. Our relationship with Infinity Healthcare provides us with unmatched insight into operating
trends and industry developments. Additionally, our relationship with Infinity Healthcare provides us with operating flexibility with
regard to evaluating potential new acquisitions or better understanding of operational issues pertaining to underperforming tenants.

Since
January 2020 we have grown significantly through acquisitions, having purchased 72 facilities, with an aggregate purchase price of approximately
$439.8 million and weighted average lease yield of 13.9%. The weighted average lease yield is calculated as the annualized average annual
base rent for the expected life of the leases divided by total purchase price. Since 2020, our aggregate annualized average base rent
for the expected life of the leases for our properties has grown at an approximate 13.4% CAGR from $75.3 million in fiscal year 2019
to $142.7 million as of December 31, 2025. In addition, our Adjusted EBITDA and FFO from 2020 to 2025 grew at an approximate
13.5% and 13.3% CAGR, respectively. During that period, we expanded our geographic footprint from nine states to ten states.

From
January 1, 2025, through December 31, 2025, we acquired 19 skilled nursing and 1 assisted living facilities for a total cost of $112.1
million (including leasehold improvements), which includes capitalized acquisition costs. These acquisitions are expected to generate
initial annual cash revenues of approximately $12.1 million.

7

Our
management team has extensive experience in acquiring, owning, financing, operating and leasing skilled nursing facilities and other
types of healthcare properties. The team is led by Moishe Gubin, our Chief Executive Officer and Chairman of our Board of Directors,
Greg Flamion, our Chief Financial Officer, and Jeffrey Bajtner who serves as our Chief Investment Officer. Combined, this team has over
50 years of experience investing in real estate and particularly in healthcare related real estate and operating companies. Mr. Gubin
began his career working as a skilled nursing operator in 1998 and developed in-depth knowledge of the business before purchasing his
first skilled nursing facility in 2003. Mr. Gubin has successfully raised equity and debt capital to facilitate over 160 real estate
related/healthcare related acquisitions totaling over $1.6 billion in gross investment. In addition, our management team has extensive
experience as operators of, and healthcare consultants to, skilled nursing facilities, having managed and operated over 90 skilled nursing
facilities, including 66 of our current tenants. We believe our management team’s unique experience across both skilled nursing
operations and real estate and its extensive knowledge of the skilled nursing industry position us favorably to take advantage of healthcare
investment opportunities. Additionally, our deep and broad relationships with industry operators have allowed us to identify and acquire
skilled nursing facilities to which many of our competitors do not have access.

We
have assembled a high quality and diversified portfolio of skilled nursing and other healthcare related facilities and we plan to continue
to invest primarily in skilled nursing facilities and other healthcare facilities that primarily provide services to the elderly. We
believe these asset classes provide potential for higher risk-adjusted returns compared to other forms of net-leased real estate assets
due to the specialized expertise necessary to acquire, own, finance and operate these properties, which are factors that tend to limit
competition among investors, owners, operators and finance companies. Additionally, our management team’s strong relationships
in the industry have allowed us to acquire healthcare-related properties at valuations that achieve attractive lease yields, with the
goal of generating strong returns for our stockholders over the long-term. As we continue to acquire additional properties and expand
our portfolio, we expect to continue diversifying our portfolio by geography and by tenant, while also maintaining balance sheet strength
and liquidity.

We
elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2022. We believe
that we have been organized and have operated, and we intend to continue to operate, in a manner to qualify for taxation as a REIT. We
operate through an umbrella partnership, commonly referred to as an UPREIT structure, in which substantially all of our properties and
assets are held through Strawberry Fields Realty, L.P. (the “Operating Partnership”). We are the general partner of the Operating
Partnership and as of December 31, 2025 we own approximately 24.0% of the outstanding OP units. To maintain REIT status, we must
meet certain organizational and operational requirements, including a requirement that we annually distribute to our stockholders at
least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains.

We
generate revenues primarily by leasing healthcare-related properties to healthcare operators in triple-net lease arrangements, under
which the tenant is solely responsible for the costs related to the property (including property taxes, insurance, maintenance and repair
costs and capital expenditures). From time to time, we also extend loans to healthcare operators, generally secured by their receivables.
We conduct and manage our business as one operating segment for internal reporting and internal decision-making purposes. We expect to
grow our portfolio by pursuing opportunities to acquire additional properties that will be leased to a diverse group of local, regional
and national healthcare providers, which may include new or existing skilled nursing operators. We also anticipate diversifying our portfolio
over time, including by acquiring properties in different geographic markets, and in different asset classes. In addition, we actively
monitor the clinical, regulatory, and financial operating results of our tenants, and work to identify opportunities within their operations
and markets that could improve their operating results at our facilities. We communicate such observations to our tenants; however, we
have no contractual obligation to do so. Moreover, our tenants have sole discretion with respect to the day-to-day operation of the facilities
they lease from us, and how and whether to implement any observation we may share with them. We also actively monitor the overall occupancy,
skilled mix, and other operating metrics of our tenants monthly.

8

We
have replaced tenants in the past, and may elect to replace tenants in the future, if they fail to meet the terms and conditions of their
leases with us. The replacement tenants may include tenants with whom we have had no prior landlord-tenant relationship as well as current
tenants with whom we are comfortable expanding our relationships. In addition, we periodically reassess the investments we have made
and the tenant relationships we have entered, and have selectively disposed of facilities or investments, or terminated such relationships,
and we expect to continue making such reassessments and, where appropriate, taking such actions.

Our
Industry

The
skilled nursing industry has evolved to meet the growing demand for post-acute and custodial healthcare services generated by an aging
population, increasing life expectancies and the trend toward shifting patient care to lower cost settings. We believe this evolution
has led to a number of favorable improvements in the industry, as described below:

●
Shift
of Patient Care to Lower Cost Alternatives. The growth of the senior population in the United States continues to increase healthcare
costs. In response, federal and state governments have adopted cost-containment measures that encourage the treatment of patients
in more cost-effective settings such as SNFs, for which the staffing requirements and associated costs are often significantly lower
than acute care hospitals, inpatient rehabilitation facilities and other post-acute care settings. As a result, SNFs are generally
serving a larger population of higher-acuity patients than in the past. The same trend is impacting ALFs, which are now generally
serving some patients who previously would have received services at SNFs.

●
Significant
Acquisition and Consolidation Opportunities. The skilled nursing industry is large and highly fragmented, characterized predominantly
by numerous local and regional providers. We believe this fragmentation provides significant acquisition and consolidation opportunities.

●
Widening
Supply and Demand Imbalance. The number of SNFs has declined modestly over the past several years. According to the Valuation
& Information Group, which provides appraisal and market reports for the industry, the nursing home industry is currently comprised
of approximately 14,800 facilities, as compared with over 16,700 facilities as of December 2000. Supply of new facilities is limited
due to certificate of need restrictions. 71% of states have certificate of need restrictions., We expect that the supply/demand imbalance
in the skilled nursing industry will increasingly favor skilled nursing providers due to the shift of patient care to lower cost
settings and an aging population to meet the growing need for post-acute healthcare.

●
Increased
Demand Driven by Aging Populations. As seniors account for a higher percentage of the total U.S. population, we believe the overall
demand for skilled nursing services will increase. At present, the primary market demographic for skilled nursing services is individuals
aged 75 and older. The 2020 U.S. Census reported that there were over 56 million people in the United States in 2020 over the age of
65. The U.S. Census estimates this group to be one of the fastest growing segments of the United States population, projecting that it
will almost double between 2020 and 2060. According to the Centers for Medicare & Medicaid Services, nursing home care facilities
and continuing care retirement expenditures are projected to grow from approximately $196.8 billion in 2020, which includes federal expenditures
in response to the COVID-19 pandemic, to approximately $266 billion in 2028.

9

Tenants
and Operators

Our
properties are currently leased to 143 tenants under 32 lease agreements. Our leases include 16 master lease agreements that cover 127
facilities leased to 126 tenants, with the remaining 16 leases each covering a single facility leased to one tenant. 66 of our tenants
are related parties.

Each
property is operated as a healthcare facility by a licensed operator, which may be the tenant or a separate operator. Each operator holds
a license granted by state regulators to operate a specific type of facility. All the operators have experienced management teams and
senior healthcare staff with substantial knowledge of their respective local markets. We target healthcare operators that are owned by
principals with a history of quality care, and the demonstrated ability to successfully navigate in a changing healthcare operating environment.
Certain operators are related parties.

We
believe that each of the operators of our properties is primarily focused on serving the needs of the local community. Unlike operators
that are part of a large national healthcare conglomerate, we believe the operators at our properties can manage their facilities more
efficiently because they are not burdened by costly infrastructure and have the flexibility to rapidly adjust their cost structure to
respond to changes in the reimbursement environment.

In
order to operate efficiently and improve profitability, most of the operators at our facilities have engaged large consulting firms that
specialize in healthcare and skilled nursing operations. These consulting firms provide advice and assistance on marketing, operating
policies and procedures, billing, collections and regulatory compliance. The operators and consultants work together to develop and standardize
best practices in the facilities, while operating in a cost-efficient manner. The operators at our properties primarily use one of 15
principal consulting firms, including three firms that are part of Infinity Healthcare, a healthcare consulting business that is owned
by the Moishe Gubin, who is our Chairman and Chief Executive Officer and Michael Blisko, who is one of our directors.

The
tenants and operators of our properties have demonstrated the ability to generate consistent profitability despite the challenging markets
in which they operate. In many cases, these tenants and operators have successfully optimized and stabilized underperforming skilled
nursing facilities. While these tenants and operators have been successful, we expect to seek opportunities to diversify our tenant/operator
mix through future acquisitions that will be leased to new operators.

10

The
following table contains information regarding our healthcare facility portfolio by tenant, as of December 31, 2025.

Lessor/Company Subsidiary

Manager/

Tenant/

Operator (1)

City
State
Property type
Number of licensed beds
Tenant Lease Expiration Year (2)
Rentable square feet
Percent leased
Annualized Lease Income
% of total Annualized Lease Income
Annualized lease income per SQF

Master Lease Indiana 1

1020 West Vine St, LLC
The Waters of Princeton II, LLC
Princeton
IN
SNF
95
2034
32,571
100%
1,224,215
0.9%
37.59

12803 Lenover Street Realty, LLC
The Waters of Dillsboro - Ross II, LLC
Dillsboro
IN
SNF
123
2034
67,851
100%
1,585,037
1.1%
23.36

1350 North Todd St, LLC
The Waters of Scottsburg II, LLC
Scottsburg
IN
SNF
99
2034
28,050
100%
1,275,761
0.9%
45.48

1600 East Liberty Street Realty, LLC
The Waters of Covington II, LLC
Covington
IN
SNF
119
2034
40,821
100%
1,533,491
1.1%
37.57

1601 Hospital Dr Realty, LLC
The Waters of Greencastle II, LLC
Greencastle
IN
SNF
100
2034
31,245
100%
1,288,648
0.9%
41.24

1712 Leland Drive Realty, LLC
The Waters of Huntingburg II, LLC
Huntingburg
IN
SNF
95
2034
45,156
100%
1,224,215
0.9%
27.11

2055 Heritage Dr Realty, LLC
The Waters of Martinsville II, LLC
Martinsville
IN
SNF
103
2034
30,060
100%
1,327,307
0.9%
44.16

3895 Keystone Ave Realty, LLC
The Waters of Indianapolis II, LLC
Indianapolis
IN
SNF
81
2034
25,469
100%
1,043,805
0.7%
40.98

405 Rio Vista Lane Realty, LLC
The Waters of Rising Sun II, LLC
Rising Sun
IN
SNF
58
2034
16,140
100%
747,416
0.5%
46.31

950 Cross Ave Realty, LLC
The Waters of Clifty Falls II, LLC
Madison
IN
SNF
138
2034
39,438
100%
1,778,334
1.2%
45.09

958 East Highway 46 Realty, LLC
The Water of Batesville II, LLC
Batesville
IN
SNF
86
2034
59,582
100%
1,108,237
0.8%
18.60

2400 Chateau Drive Realty LLC
The Waters of Muncie II, LLC
Muncie
IN
SNF
72
2034
22,350
100%
927,826
0.7%
41.51

Big H2O
The Waters of Newcastle II, LLC (2)
New Castle
IN
SNF
66
2034
24,860
100%
850,507
0.6%
34.21

1316 North Tibbs Avenue Realty LLC
West Park a water community
Indianapolis
IN
SNF
89
2034
26,572
100%
1,146,896
0.8%
43.16

1002 SISTER BARBARA WAY, LLC
Waters of Georgetown
Georgetown
IN
SNF
78
2034
50,948
100%
1,005,145
0.7%
19.73

2640 Cold Spring Road Realty, LLC
Alpha A Waters Community, LLC
Indianapolis
IN
SNF
86
2034
37,054
100%
1,108,237
0.8%
29.91

Master Lease Illinois 1

253 Bradington Drive, LLC
Bria of Columbia
Columbia
IL
SNF
119
2032
43,189
100%
410,821
0.3%
9.51

3523 Wickenhauser, LLC
Bria of Alton
Alton
IL
SNF
181
2032
44,840
100%
624,862
0.4%
13.94

727 North 17th St, LLC
Bria of Belleville
Belleville
IL
SNF
180
2032
50,650
100%
621,410
0.4%
12.27

Master Lease Illinois 2

1623 West Delmar Ave, LLC
Bria of Godfrey
Godfrey
IL
SNF
68
2032
15,740
100%
234,755
0.2%
14.91

393 Edwardsville Road LLC
Bria of Wood River
Wood River
IL
SNF
106
2032
29,491
100%
365,941
0.3%
12.41

11

Lessor/Company Subsidiary

Manager/

Tenant/

Operator (1)

City
State
Property type
Number of licensed beds
Tenant Lease Expiration Year (2)
Rentable square feet
Percent leased
Annualized Lease Income
% of total Annualized Lease Income
Annualized lease income per SQF

Master Lease Landmark

8200 National Ave Realty, LLC
Landmark of Midwest City Hospital
Midwest City
OK
LTACH
31
2032
49,319
100%
149,088
0.1%
3.02

Oak Lawn Nursing Realty, LLC
Oak Lawn Respiratory and Rehab center, LLC
Oak Lawn
IL
SNF
143
2028
37,854
100%
687,731
0.5%
18.17

Forest View Nursing Realty, LLC
Forest View Rehab and Nursing center, LLC
Itasca
IL
SNF
144
2024
34,152
100%
692,540
0.5%
20.28

Parkshore Estates Nursing Realty, LLC
Parkshore Estates Nursing & Rehab Center, LLC
Chicago
IL
SNF
318
2024
94,018
100%
1,529,359
1.1%
16.27

Hill Valley Master Lease

1015 Magazine Street, LLC
Landmark of River City Rehabilitation and Nursing Center
Louisville
KY
SNF
92
2032
36,050
100%
2,060,536
1.4%
57.16

900 Gagel Avenue, LLC
Landmark of Iroquois Park Rehabilitation and Nursing Center
Louisville
KY
SNF
120
2032
36,374
100%
2,687,656
1.9%
73.89

308 West Maple Avenue, LLC
Landmark of Lancaster Rehabilitation and Nursing Center
Lancaster
KY
SNF
96
2032
42,438
100%
2,150,125
1.5%
50.67

1155 Eastern Parkway, LLC
Landmark of Louisville Rehabilitation and Nursing Center
Louisville
KY
SNF
252
2032
106,250
100%
5,644,077
4.0%
53.12

203 Bruce Court, LLC
Landmark of Danville Rehabilitation and Nursing Center
Danville
KY
SNF
90
2032
26,000
100%
2,015,742
1.4%
77.53

203 Bruce Court, LLC
Goldenrod Village Assisted Living Center
Danville
KY
ALF
16
2032
19,500
100%
358,354
0.3%
18.38

203 Bruce Court, LLC
Hillside Suites Independent Living Center
Danville
KY
Independent Living
0
2032
1,000

-
0.0%

120 Life Care Way, LLC
Landmark of Bardstown Rehabilitation and Nursing Center
Bardstown
KY
SNF
100
2032
36,295
100%
2,239,713
1.6%
61.71

1033 North Highway 11, LLC
Landmark of Laurel Creek Rehabilitation and Nursing Center
Manchester
KY
SNF
106
2032
32,793
100%
2,374,096
1.7%
72.40

945 West Russell Street, LLC
Landmark of Elkhorn City Rehabilitation and Nursing Center
Elkhorn City
KY
SNF
106
2032
31,637
100%
2,374,096
1.7%
75.04

420 Jett Drive, LLC
Landmark of Breathitt County Rehabilitation and Nursing Center, LLC
Jackson
KY
SNF
120
2032
32,581
100%
2,687,656
1.9%
82.49

1253 Lake Barkley Drive, LLC
Landmark of Kuttawa, A Rehabilitation & Nursing Center
Kuttawa
KY
SNF
65
2032
37,892
100%
1,455,813
1.0%
38.42

12

Lessor/Company Subsidiary

Manager/

Tenant/

Operator (1)

City
State
Property type
Number of licensed beds
Tenant Lease Expiration Year (2)
Rentable square feet
Percent leased
Annualized Lease Income
% of total Annualized Lease Income
Annualized lease income per SQF

Master Lease Ohio

-

3090 Five Points Hartford Realty, LLC
Continent Healthcare Co - Hartford
Fowler
OH
SNF
54
2025
15,504
100%
196,012
0.1%
12.64

3121 Glanzman Rd Realty, LLC
Continent Healthcare Co - Toledo
Toledo
OH
SNF
84
2025
24,087
100%
304,908
0.2%
12.66

620 West Strub Rd Realty, LLC
Continent Healthcare Co - Sandusky
Sandusky
OH
SNF
50
2025
18,984
100%
181,493
0.1%
9.56

4250 Sodom Hutchings Road Realty, LLC
Continent Healthcare Co - Cortland
Cortland
OH
SNF
50
2025
14,736
100%
181,493
0.1%
12.32

Master Lease Tennessee 1

115 Woodlawn Drive, LLC
Lakebridge a Waters Community, LLC
Johnson City
TN
SNF
109
2031
37,734
100%
1,026,061
0.7%
27.19

146 Buck Creek Road, LLC
Waters of Roan Highlands, LLC
Roan Mountain
TN
SNF
80
2031
30,139
100%
753,072
0.5%
24.99

704 5th Avenue East, LLC
Waters of Springfield, LLC
Springfield
TN
SNF
66
2031
19,900
100%
621,284
0.4%
31.22

2501 River Road, LLC
Waters of Cheatham, LLC
Ashland City
TN
SNF
80
2031
37,953
100%
753,072
0.5%
19.84

202 Enon Springs East, LLC
Waters of Smyrna, LLC
Smyrna
TN
SNF
91
2031
34,070
100%
856,619
0.6%
25.14

140 Technology Lane, LLC
Waters of Johnson City, LLC
Johnson City
TN
SNF
84
2031
34,814
100%
790,726
0.6%
22.71

835 Union Street, LLC
Waters of Shelbyville, LLC
Shelbyville
TN
SNF
96
2031
44,327
100%
903,686
0.6%
20.39

1340 North Grundy Quarles Highway, LLC
Waters of Gainesboro, LLC
Gainesboro
TN
SNF
83
2031
20,866
100%
781,312
0.5%
37.44

1340 North Grundy Quarles Highway, LLC
Waters of Gainesboro, LLC
Gainesboro
TN
ALF
25
2031
10,277
100%
235,335
0.2%
22.90

100 Netherland Lane, LLC
Waters of Kingsport
Kingsport
TN
SNF
67
2031
28,140
100%
630,698
0.4%
22.41

2648 Sevierville Road, LLC
Waters of Maryville
Maryville
TN
SNF
181
2031
49,810
100%
1,703,825
1.2%
34.21

Master Lease Tennessee 2

505 North Roan Street, LLC
Agape Rehabilitation & Nursing Center, A Water’s Community
Johnson City
TN
SNF
84
2031
27,100
100%
1,628,910
1.1%
60.11

14510 Highway 79, LLC
Waters of McKenzie, A Rehabilitation & Nursing Center
McKenzie
TN
SNF
66
2031
22,454
100%
1,279,858
0.9%
57.00

6500 Kirby Gate Boulevard, LLC
Waters of Memphis, A Rehabilitation & Nursing Center
Memphis
TN
SNF
90
2031
51,565
100%
1,745,261
1.2%
33.85

978 Highway 11 South, LLC
Waters of Sweetwater, A Rehabilitation & Nursing Center
Sweetwater
TN
SNF
90
2031
30,312
100%
1,745,261
1.2%
57.58

13

Lessor/Company Subsidiary

Manager/

Tenant/

Operator (1)

City
State
Property type
Number of licensed beds
Tenant Lease Expiration Year (2)
Rentable square feet
Percent leased
Annualized Lease Income
% of total Annualized Lease Income
Annualized lease income per SQF

2830 Highway 394, LLC
Waters of Bristol, A Rehabilitation & Nursing Center
Bristol
TN
SNF
120
2031
53,913
100%
2,327,014
1.6%
43.16

Master Lease Arkansas 1

5301 Wheeler Avenue, LLC
The Blossoms at Fort Smith
Fort Smith
AR
SNF
117
2028
41,490
100%
821,950
0.6%
19.81

414 Massey Avenue, LLC
The Blossoms at Mountain View Assisted Living
Mountain View
AR
ALF
32
2028
12,548
100%
224,807
0.2%
17.92

706 Oak Grove Street, LLC
The Blossoms at Mountain View
Mountain View
AR
SNF
97
2028
31,586
100%
681,445
0.5%
21.57

8701 Riley Drive, LLC
The Blossoms at Woodland Hills
Little Rock
AR
SNF
140
2028
61,543
100%
983,530
0.7%
15.98

1516 Cumberland Street, LLC
The Blossoms at Cumberland
Little Rock
AR
SNF
120
2028
82,328
100%
843,025
0.6%
10.24

5720 West Markham Street, LLC
The Blossoms at Midtown
Little Rock
AR
SNF
154
2028
56,176
100%
1,081,883
0.8%
19.26

2501 John Ashley Drive, LLC
The Blossoms at North Little Rock
Little Rock
AR
SNF
140
2028
65,149
100%
983,530
0.7%
15.10

1513 South Dixieland Road, LLC
The Blossoms at Rogers
Rogers
AR
SNF
110
2028
32,962
100%
772,773
0.5%
23.44

826 North Street, LLC
The Blossoms at Stamps
Stamps
AR
SNF
94
2028
30,924
100%
660,370
0.5%
21.35

Master Lease Arkasnas 2

326 Lindley Lane, LLC
The Blossoms at Newport
Newport
AR
SNF
120
2029
49,675
100%
850,639
0.6%
17.12

2821 West Dixon Road, LLC
The Blossoms at West Dixon
Little Rock
AR
SNF
140
2029
42,825
100%
992,412
0.7%
23.17

2821 West Dixon Road, LLC
The Blossoms at West Dixon Assisted Living
Little Rock
AR
ALF
32
2029
7,557
100%
226,837
0.2%
30.02

552 Golf Links Road, LLC
The Blossoms at Hot Springs
Hot Springs
AR
SNF
152
2029
30,372
100%
1,077,476
0.8%
35.48

Master Lease Indiana 2

8400 Clearvista Place LLC
The Waters of Castleton SNF, LLC
Indianapolis
IN
SNF
114
2034
41,400
100%
1,023,207
0.7%
24.72

524 Anderson Road LLC
The Waters of Chesterfield SNF, LLC
Chesterfield
IN
SNF
60
2034
21,900
100%
538,530
0.4%
24.59

640 West Ellsworth Street LLC
The Waters of Columbia City SNF, LLC
Columbia City
IN
SNF
84
2034
30,462
100%
753,942
0.5%
24.75

11563 West 300 South LLC
The Waters of Dunkirk SNF, LLC
Dunkirk
IN
SNF
46
2034
19,800
100%
412,873
0.3%
20.85

5544 East State Boulevard LLC
The Waters of Fort Wayne SNF, LLC
Ft. Wayne
IN
SNF
77
2034
31,500
100%
691,113
0.5%
21.94

548 South 100 West LLC
The Waters of Hartford City SNF, LLC
Hartford City
IN
SNF
65
2034
22,400
100%
583,407
0.4%
26.04

2901 West 37th Avenue LLC
The Waters of Hobart SNF, LLC
Hobart
IN
SNF
110
2034
43,854
100%
987,305
0.7%
22.51

1500 Grant Street LLC
The Waters of Huntington SNF, LLC
Huntington
IN
SNF
85
2034
44,957
100%
762,917
0.5%
16.97

787 North Detroit Street LLC
The Waters of LaGrange SNF, LLC
Lagrange
IN
SNF
100
2034
31,133
100%
897,550
0.6%
28.83

981 Beechwood Avenue LLC
The Waters of Middletown SNF, LLC
Middletown
IN
SNF
60
2034
18,500
100%
538,530
0.4%
29.11

14

Lessor/Company Subsidiary

Manager/

Tenant/

Operator (1)

City
State
Property type
Number of licensed beds
Tenant Lease Expiration Year (2)
Rentable square feet
Percent leased
Annualized Lease Income
% of total Annualized Lease Income
Annualized lease income per SQF

317 Blair Pike LLC
The Waters of Peru SNF, LLC
Peru
IN
SNF
130
2034
60,230
100%
1,166,815
0.8%
19.37

815 West Washington Street LLC
The Waters of Rockport SNF
Rockport
IN
SNF
60
2034
25,000
100%
538,530
0.4%
21.54

612 East 11th Street LLC
The Waters of Rushville SNF
Rushville
IN
SNF
98
2034
16,572
100%
879,599
0.6%
53.08

505 West Wolfe Street LLC
The Waters of Sullivan SNF
Sullivan
IN
SNF
93
2034
15,600
100%
834,721
0.6%
53.51

500 East Pickwick Drive LLC
The Waters of Syracuse SNF
Syracuse
IN
SNF
66
2034
26,000
100%
592,383
0.4%
22.78

300 Fairgrounds Road LLC
The Waters of Tipton SNF
Tipton
IN
SNF
150
2034
30,970
100%
1,346,325
0.9%
43.47

1900 Alber Street LLC
The Waters of Wabash SNF East
Wabash
IN
SNF
84
2034
29,762
100%
753,942
0.5%
25.33

1720 Alber Street LLC
The Waters of Wabash SNF West
Wabash
IN
SNF
44
2034
12,956
100%
394,922
0.3%
30.48

300 North Washington Street LLC
The Waters of Wakarusa SNF
Wakarusa
IN
SNF
133
2034
48,000
100%
1,193,741
0.8%
24.87

8400 Clearvista Place LLC
The Waters of Castleton ALF, LLC
Indianapolis
IN
ALF
54
2034
43,900
100%
484,677
0.3%
11.04

787 North Detroit Street LLC
The Waters of LaGrange ALF, LLC
Lagrange
IN
ALF
17
2034
20,756
100%
152,583
0.1%
7.35

612 East 11th Street LLC
The Waters of Rushville ALF, LLC
Rushville
IN
ALF
29
2034
11,048
100%
260,289
0.2%
23.56

505 West Wolfe Street LLC
The Waters of Sullivan ALF, LLC
Sullivan
IN
ALF
32
2034
10,400
100%
287,216
0.2%
27.62

300 North Washington Street LLC
The Waters of Wakarusa ALF, LLC
Wakarusa
IN
ALF
61
2034
48,630
100%
547,505
0.4%
11.26

Master Lease Texas 1

1621 Coit Road Realty, LLC
Landmark of Plano Nursing and Rehab
Plano
TX
SNF
160
2033
74,718
100%
723,520
0.5%
9.68

5601 Plum Creek Drive Realty, LLC
Landmark of Amarillo Nursing and Rehab
Amarillo
TX
SNF
99
2033
90,046
100%
447,678
0.3%
4.97

2301 North Oregon Realty, LLC
Grace Point Wellness Center
El Paso
TX
SNF
182
2033
19,895
100%
823,004
0.6%
41.37

Master Lease Tide Group

2001 Avenue E, LLC
Community Care Center of Hondo
Hondo
TX
SNF
75
2035
18,572
100%
719,642
0.5%
38.75

1213 Water Street, LLC
Waterside Nursing and Rehabilitation
Kerrville
TX
SNF
179
2035
37,012
100%
1,717,544
1.2%
46.41

2808 Stoney Brook Drive, LLC
Oasis at Galleria
Houston
TX
SNF
112
2035
29,550
100%
1,074,665
0.8%
36.37

202 East Mill Street, LLC
Big Spring Care Center for Rehab and Healthcare
Humansville
MO
SNF
60
2035
20,111
100%
575,713
0.4%
28.63

631 West Main Street, LLC
Buffalo Prairie Center for Rehab and Healthcare
Buffalo
MO
SNF
60
2035
21,587
100%
575,713
0.4%
26.67

18540 State Highway 16, LLC
Country Aire Retirement Center
Lewistown
MO
SNF
60
2035
24,222
100%
575,713
0.4%
23.77

1 Georgian Gardens Drive, LLC
Georgian Gardens Center for Rehab and Healthcare
Potosi
MO
SNF
120
2035
38,973
100%
1,151,426
0.8%
29.54

2001 Jefferson Parkway, LLC
Golden Years Center for Rehab and Healthcare
Harrisonville
MO
SNF
132
2035
41,407
100%
1,266,569
0.9%
30.59

800 South White Oak, LLC
Marshfield Care Center for Rehab and Healthcare
Marshfield
MO
SNF
74
2035
23,905
100%
710,046
0.5%
29.70

15

Lessor/Company Subsidiary

Manager/

Tenant/

Operator (1)

City
State
Property type
Number of licensed beds
Tenant Lease Expiration Year (2)
Rentable square feet
Percent leased
Annualized Lease Income
% of total Annualized Lease Income
Annualized lease income per SQF

501 S Monroe St, LLC
Oregon Care Center
Oregon
MO
SNF
60
2035
19,966
100%
575,713
0.4%
28.83

1531 Nebraska St, LLC
Tiffany Heights
Mound City
MO
SNF
60
2035
19,947
100%
575,713
0.4%
28.86

Master Lease Missouri

11515 Troost Avenue LLC
Bridgewood Health Care Center
Kansas City
MO
SNF
166
2040
75,045
100%
1,453,833
1.0%
19.37

902 Manor Drive LLC
Chariton Park Healthcare Center
Salisbury
MO
SNF
120
2040
33,675
100%
1,050,963
0.7%
31.21

11400 Mehl Avenue LLC
Crestwood Health Care Center
Florissant
MO
SNF
150
2040
39,346
100%
1,313,704
0.9%
33.39

1622 East 28th Street LLC
Eastview Manor Care Center
Trenton
MO
SNF
90
2040
24,667
100%
788,222
0.6%
31.95

2800 Hwy TT LLC
Four Seasons Living Center
Sedalia
MO
SNF
239
2040
112,191
100%
2,093,169
1.5%
18.66

52435 Infirmary Road LLC
Milan Healthcare Center
Milan
MO
SNF
100
2040
27,425
100%
875,803
0.6%
31.93

2041 Silva Lane LLC
North Village Park
Moberly
MO
SNF
183
2040
22,500
100%
1,602,719
1.1%
71.23

649 South Walnut LLC
St. Elizabeth Care Center
St. Elizabeth
MO
SNF
63
2040
20,927
100%
551,756
0.4%
26.37

1300 County Farm Road, LLC
Cassville Health Center for Rehab and Healthcare
Cassville
MO
SNF
60
2040
21,000
100%
525,482
0.4%
25.02

2350 Kanell Bouldevard, LLC
Cedargate Healthcare
Poplar Bluff
MO
SNF
124
2040
31,536
100%
1,085,995
0.8%
34.44

Master Lease Kansas

520 E Morse Avenue LLC
Advena Living of Bonner Springs
Bonner Springs
KS
SNF
45
2034
13,456
100%
349,745
0.2%
25.99

440 N 4th Street LLC
Clearwater Assisted and Independent Living
Clearwater
KS
SNF
46
2034
20,260
100%
357,518
0.3%
17.65

620 Wood Avenue LLC
Advena Living of Clearwater
Clearwater
KS
ALF
55
2034
25,577
100%
427,467
0.3%
16.71

601 N Rose Hill Road LLC
Advena Living of Fountainview
Rose Hill
KS
SNF
68
2034
33,360
100%
528,504
0.4%
15.84

2015 SE 10th Avenue LLC
Advena Living on 10th
Topeka
KS
SNF
60
2034
22,877
100%
466,327
0.3%
20.38

1600 S Woodlawn Boulevard LLC
Advena Living of Woodlawn
Wichita
KS
SNF
80
2034
29,164
100%
621,770
0.4%
21.32

Master Lease Oklahoma

103 Har-Ber Road LLC
Grand Lake Villa
Grove
OK
SNF
100
2035
31,691
100%
675,357
0.5%
21.31

2400 Whites Meadow Drive, LLC
Harrah Nursing Center
Harrah
OK
SNF
100
2035
37,136
100%
675,357
0.5%
18.19

701 S. 8th St, LLC
McLoud Nursing
McLoud
OK
SNF
80
2035
11,370
100%
540,286
0.4%
47.52

1400 South Main Street, LLC
Betty Ann Nursing
Grove
OK
SNF
60
2035
15,340
100%
405,214
0.3%
26.42

Individual Leases

Ambassador Nursing Realty, LLC
Ambassador Nursing and Rehab, LLC
Chicago
IL
SNF
190
2031
37,100
100%
1,005,313
0.7%
27.10

Momence Meadows Realty, LLC
Momence Meadows Nursing & Rehab Center, LLC
Momence
IL
SNF
140
2025
37,139
100%
1,038,000
0.7%
27.95

Lincoln Park Holdings, LLC
Lakeview Rehab and Nursing center, LLC
Chicago
IL
SNF
178
2031
34,362
100%
1,260,000
0.9%
36.67

Continental Realty, LLC
Continental Nursing and Rehab, LLC
Chicago
IL
SNF
208
2031
53,653
100%
1,575,348
1.1%
29.36

16

Lessor/Company Subsidiary

Manager/

Tenant/

Operator (1)

City
State
Property type
Number of licensed beds
Tenant Lease Expiration Year (2)
Rentable square feet
Percent leased
Annualized Lease Income
% of total Annualized Lease Income
Annualized lease income per SQF

Westshire Realty, LLC
City View Multi care Center LLC
Cicero
IL
SNF
485
2025
124,020
100%
1,082,928
0.8%
8.73

Belhaven Realty, LLC
Belhaven Nursing and Rehab, LLC
Chicago
IL
SNF
221
2031
60,000
100%
2,134,570
1.5%
35.58

West Suburban Nursing Realty, LLC
West Suburban Nursing & Rehab Center, LLC
Bloomingdale
IL
SNF
259
2027
70,314
100%
1,961,604
1.4%
27.90

Niles Nursing Realty, LLC
Niles Nursing & Rehab, LLC
Niles
IL
SNF
304
2031
46,480
100%
2,409,998
1.7%
51.85

Midway Neurological and Rehab Realty, LLC
Midway Neurological and Rehab Center, LLC
Bridgeview
IL
SNF
404
2031
120,000
100%
2,547,713
1.7%
21.23

516 West Frech St, LLC
Parker Nursing and Rehab, LLC
Streator
IL
SNF
102
2031
24,979
100%
498,351
0.3%
19.95

4343 Kennedy Drive, LLC
Hope Creek Nursing and Rehabilitation Center, LLC
East Moline
IL
SNF
245
2030
104,000
100%
478,959
0.3%
4.61

1585 Perry Worth Rd, LLC
Waters of Lebanon LLC
Lebanon
IN
SNF
64
2027
32,650
100%
116,678
0.1%
3.57

2301 North Oregon Realty, LLC
Specialty Hospital Management
El Paso
TX
LTACH
32
2029
24,660
100%
-
0.0%
-

9209 Dollarway Road, LLC
The Blossoms at White Hall
White Hall
AR
SNF
120
2029
45,771
100%
843,022
0.6%
18.42

9300 Ballard Rd Realty, LLC
Zahav of Des Plaines
Des Plaines
IL
SNF
231
2033
70,556
100%
1,302,479
0.9%
18.46

8200 National Ave Realty, LLC
Midwest City Post Acute and Rehab
Midwest City
OK
SNF
106
2032
39,789
100%
510,000
0.3%
12.82

Total/Average

15,602
2032
5,327,707
100%
142,675,460
100.0%
29.11

(1)
The tenant and the operator are the same for each facility other than the 40 SNF’s leased under the two Indiana master lease
agreements and six SNF’s leased in Texas. In the case of these other facilities, the tenants are county hospitals which have
entered into management agreements with the operators listed in the table. These arrangements permit the facilities to participate
in a CMS program that pays higher Medicaid reimbursement rates for facilities associated with hospitals in underserved
areas.

(2)
The expiration dates do not reflect the exercise of any renewable options.

Related
Party Tenants

As
of December 31, 2025, we leased 66 of our facilities to tenants that are affiliates of: (i) Moishe Gubin who serves as Chairman of the
Board and our Chief Executive Officer and (ii) Michael Blisko, who serves as one of our directors. As of December 31, 2025, approximately
48.5% of our annualized base rent is received from such related-party tenants. The failure of these tenants to fulfill their obligations
under their leases or renew their leases upon expiration could have a material adverse effect on our business, financial condition and
results of operations.

Rental
income from leases with these related party tenants represented 48.5% of all rental income for the year ended December 31, 2025. We believe
these affiliated relationships provide a strong alignment of interests between us and our tenants and offers us increased operating flexibility
with regards to potentially replacing underperforming tenants or evaluating acquisitions in new states. As we continue to grow and expand
our portfolio, we intend to develop new relationships with unrelated party tenants and operators in order to diversify our tenant base
and reduce our dependence on related party and operators.

17

The
following table contains information regarding tenant/operators that are related parties of the Company as December 31, 2025:

Manager/Tenant/Operators that are Related Parties

Lessor/Company Subsidiary
Manager/Tenant/Operator

Beneficial Owner Percentage in

Tenant/Operator by Related Party

Moishe

Gubin/Gubin

Enterprises LP

Michael

Blisko/Blisko

Enterprises LP

Master Lease Indiana 1

1020 West Vine Street Realty, LLC
The Waters of Princeton II LLC
49.49
%
50.51
%

12803 Lenover Street Realty LLC
The Waters of Dillsboro – Ross Manor II LLC
49.49
%
50.51
%

1350 North Todd Drive Realty, LLC
The Waters of Scottsburg II LLC
49.49
%
50.1
%

1600 East Liberty Street Realty LLC
The Waters of Covington II, LLC
49.49
%
50.51
%

1601 Hospital Drive Realty LLC
The Waters of Greencastle II LLC
49.49
%
50.51
%

1712 Leland Drive Realty, LLC
The Waters of Huntingburg II LLC
49.49
%
50.51
%

2055 Heritage Drive Realty LLC
The Waters of Martinsville II LLC
49.49
%
50.51
%

3895 South Keystone Avenue Realty LLC
The Waters of Indianapolis II LLC
49.49
%
50.51
%

405 Rio Vista Lane Realty LLC
The Waters of Rising Sun II LLC
49.49
%
50.51
%

950 Cross Avenue Realty LLC
The Waters of Clifty Falls II LLC
49.49
%
50.51
%

958 East Highway 46 Realty LLC
The Water of Batesville II LLC
49.24
%
50.51
%

2400 Chateau Drive Realty, LLC
The Waters of Muncie II LLC
49.49
%
50.51
%

The Big H2O, LLC
The Waters of New Castle II LLC
49.49
%
50.51
%

1316 North Tibbs Avenue Realty LLC
Westpark A Waters Community, LLC
50.00
%
50.00
%

1002 Sister Barbara Way, LLC
The Waters of Georgetown LLC
49.49
%
50.51
%

2640 Cold Spring Road Realty, LLC
Alpha, A Waters Community, LLC
49.49
%
50.51
%

Master Lease Tennessee 1

115 Woodlawn Drive, LLC
Lakebridge, a Waters Community, LLC
50.00
%
50.00
%

146 Buck Creek Road, LLC
The Waters of Roan Highlands, LLC
50.00
%
50.00
%

704 5TH Avenue East, LLC
The Waters of Springfield, LLC
50.00
%
50.00
%

2501 River Road, LLC
The Waters of Cheatham, LLC
50.00
%
50.00
%

202 Enon Springs Road East, LLC
The Waters of Smyrna, LLC
50.00
%
50.00
%

140 Technology Lane, LLC
The Waters of Johnson City, LLC
50.00
%
50.00
%

835 Union Street, LLC
The Waters of Shelbyville, LLC
50.00
%
50.00
%

1340
North Grundy Quarles Highway, LLC
Waters
of Gainesboro, LLC
50.00
%
50.00
%

100
Netherland Lane, LLC
Waters
of Kingsport, LLC
50.00
%
50.00
%

2648
Sevierville Road, LLC
Waters
of Maryville, LLC
50.00
%
50.00
%

Master Lease Tennessee 2

505 North Roan Street, LLC
Agape Rehabilitation & Nursing Center, A Water’s Community, LLC
50.00
%
50.00
%

14510 Highway 79, LLC
Waters of McKenzie, A Rehabilitation & Nursing Center, LLC
50.00
%
50.00
%

6500 Kirby Gate Boulevard, LLC
Waters of Memphis, A Rehabilitation & Nursing Center, LLC
50.00
%
50.00
%

978 Highway 11 South, LLC
Waters of Sweetwater, A Rehabilitation & Nursing Center, LLC
50.00
%
50.00
%

2830 Highway 394, LLC
Waters of Bristol, A Rehabilitation & Nursing Center, LLC
50.00
%
50.00
%

Master Lease Indiana 2

8400 Clearvista Place LLC
The Waters of Castleton SNF, LLC
50.00
%
50.00
%

524 Anderson Road LLC
The Waters of Chesterfield SNF, LLC
50.00
%
50.00
%

640 West Ellsworth Street LLC
The Waters of Columbia City SNF, LLC
50.00
%
50.00
%

11563 West 300 South LLC
The Waters of Dunkirk SNF, LLC
50.00
%
50.00
%

5544 East State Boulevard LLC
The Waters of Fort Wayne SNF, LLC
50.00
%
50.00
%

548 South 100 West LLC
The Waters of Hartford City SNF, LLC
50.00
%
50.00
%

2901 West 37th Avenue LLC
The Waters of Hobart SNF, LLC
50.00
%
50.00
%

1500 Grant Street LLC
The Waters of Huntington SNF, LLC
50.00
%
50.00
%

787 North Detroit Street LLC
The Waters of LaGrange SNF, LLC
50.00
%
50.00
%

981 Beechwood Avenue LLC
The Waters of Middletown SNF, LLC
50.00
%
50.00
%

317 Blair Pike LLC
The Waters of Peru SNF, LLC
50.00
%
50.00
%

815 West Washington Street LLC
The Waters of Rockport SNF
50.00
%
50.00
%

612 East 11th Street LLC
The Waters of Rushville SNF
50.00
%
50.00
%

505 West Wolfe Street LLC
The Waters of Sullivan SNF
50.00
%
50.00
%

500 East Pickwick Drive LLC
The Waters of Syracuse SNF
50.00
%
50.00
%

300 Fairgrounds Road LLC
The Waters of Tipton SNF
50.00
%
50.00
%

1900 Alber Street LLC
The Waters of Wabash SNF East
50.00
%
50.00
%

1720 Alber Street LLC
The Waters of Wabash SNF West
50.00
%
50.00
%

300 North Washington Street LLC
The Waters of Wakarusa SNF
50.00
%
50.00
%

8400 Clearvista Place LLC
The Waters of Castleton ALF, LLC
50.00
%
50.00
%

787 North Detroit Street LLC
The Waters of LaGrange ALF, LLC
50.00
%
50.00
%

612 East 11th Street LLC
The Waters of Rushville ALF, LLC
50.00
%
50.00
%

505 West Wolfe Street LLC
The Waters of Sullivan ALF, LLC
50.00
%
50.00
%

300 North Washington Street LLC
The Waters of Wakarusa ALF, LLC
50.00
%
50.00
%

Individual Leases

Ambassador Nursing Realty, LLC
Ambassador Nursing and Rehabilitation Center II, LLC
40.00
%
40.00
%

Momence Meadows Realty, LLC
Momence Meadows Nursing and Rehabilitation Center, LLC
50.00
%
50.00
%

Lincoln Park Holdings, LLC
Lakeview Rehabilitation and Nursing Center, LLC
40.00
%
40.00
%

Continental Nursing Realty, LLC
Continental Nursing and Rehabilitation Center, LLC
40.00
%
40.00
%

Westshire Nursing Realty, LLC
City View Multicare Center LLC
50.00
%
50.00
%

Belhaven Realty, LLC
Belhaven Nursing and Rehabilitation Center, LLC
50.00
%
50.00
%

West Suburban Nursing Realty, LLC
West Suburban Nursing and Rehabilitation Center, LLC
40.00
%
40.00
%

Niles Nursing Realty LLC
Niles Nursing & Rehabilitation Center, LLC
50.00
%
50.00
%

Midway Neurological and Rehabilitation Realty, LLC
Midway Neurological and Rehabilitation Center, LLC
50.00
%
50.00
%

516 West Frech Street, LLC
Parker Rehab & Nursing Center, LLC
50.00
%
50.00
%

1585 Perry Worth Road LLC
The Waters of Lebanon LLC
50.00
%
50.00
%

18

We
monitor the creditworthiness of our tenants by evaluating the ability of the tenants to meet their lease obligations to us based on the
tenants’ financial performance, including the evaluation of any guarantees of tenant lease obligations. The primary basis for our
evaluation of the credit quality of our tenants (and more specifically the tenants’ ability to pay their rent obligations to us)
is the tenants’ lease coverage ratios. These coverage ratios compare (i) earnings before interest, income taxes, depreciation,
amortization and rent (“EBITDAR”) to rent coverage, and (ii) earnings before interest, income taxes, depreciation, amortization,
rent and management fees (“EBITDARM”) to rent coverage. We utilize a standardized 5% management fee when we calculate lease
coverage ratios. We obtain various financial and operational information from our tenants each month. We regularly review this information
to calculate the above-described coverage metrics, to identify operational trends, to assess the operational and financial impact of
the changes in the broader industry environment (including the potential impact of government reimbursement and regulatory changes),
and to evaluate the management and performance of the tenants’ operations. These metrics help us identify potential areas of concern
relative to our tenants’ credit quality and ultimately the tenants’ ability to generate sufficient liquidity to meet their
ongoing obligations, including their obligations to continue paying contractual rents due to us and satisfying other financial obligations
to third parties, as prescribed by our triple-net leases.

Geographic
Diversification

As
of December 31, 2025, our portfolio of 143 facilities is broadly diversified by geographic location across ten U.S. states, comprising
Arkansas, Illinois, Indiana, Kansas, Kentucky, Missouri, Ohio, Oklahoma, Tennessee and Texas.

The
following table contains information regarding our healthcare facility portfolio by geography, as of December 31, 2025:

State

Number

of

Properties

Facility
Type

Licensed Bed

Count

Annualized

Average Base

Rent (Amounts

in $000s)

% of Total

Annualized

Average

Base Rent

Indiana
36
36 SNFs 5 ALFs
3,404
$35,914
25.2%

Kentucky
10
10 SNFs 1 ALF
1,163
26,048
18.3%

Illinois
20
20 SNFs
4,226
22,463
15.7%

Tennessee
15
15 SNFs 1 ALF
1,412
17,782
12.5%

Missouri
18
18 SNFs
1,921
17,348
12.2%

Arkansas
13
12 SNFs 2 ALFs
1,568
11,044
7.7%

Texas
6
5 SNFs 1 LTACH
839
5,506
3.9%

Oklahoma
5
5 SNFs 1 LTACH
477
2,955
2.1%

Kansas
6
5 SNFs 1 ALF
354
2,751
1.9%

Ohio
4
4 SNFs
238
864
0.6%

Totals
133
131 SNFs 10 ALFs 2 LTACHs
15,602
$142,675
100.0%

19

Competitive
Strengths

We
believe that the following competitive strengths provide a solid foundation for the sustained growth of our business and successful execution
of our business strategies:

Diversified
Portfolio. We have a portfolio that is diversified in terms of both geography and tenant composition. As of December 31, 2025,
our portfolio is comprised of 133 healthcare-related properties with a total of 15,602 licensed beds located throughout Arkansas, Illinois,
Indiana, Kansas, Kentucky, Missouri, Ohio, Oklahoma, Tennessee and Texas. We believe that our geographic diversification limits the potential
impact of any regulatory, reimbursement, competitive dynamic or other changes in any single market on the overall performance of our
portfolio. We lease our properties to 143 tenants, with no single tenant accounting for more than 4.0% of our annualized base rent. This
diversification limits our exposure for any single tenant that encounters financial or operational difficulties.

Protected
Markets. In nine of the ten states in which we operate, we benefit from CON laws that require state approval for the construction
and expansion of certain types of healthcare facilities. These laws represent significant barriers to entry and limit competition in
these markets.

Demonstrated
Ability to Identify and Structure Accretive Acquisition Opportunities. Our management team has long-standing relationships in
the skilled nursing and post-acute industries. Through their experience in acquiring these types of facilities, we have the proven ability
to identify and complete complex and accretive transactions. Additionally, because many of our acquisitions are off-market opportunities
sourced through our management team’s network of industry relationships, we believe we do not typically compete with larger healthcare-focused
real estate companies for acquisitions as they tend to focus on larger, platform acquisition opportunities. As a result, we have consistently
acquired assets at attractive valuations and believe we can continue to identify these types of opportunities to expand our portfolio.

Significant
Experience Acquiring Underperforming Assets. Although we primarily seek to acquire properties that have had consistent profitability,
we may also acquire underperforming properties if we believe that the underlying facilities can become successful through better management.
Our management team’s prior experience as operators gives it the ability to evaluate these types of facilities and their potential
for improved revenue enhancement and increased operating efficiencies. We will consider the acquisition of underperforming properties
if they are available at attractive valuations and provide us with significant upside potential once their new operators have successfully
stabilized and optimized their operations. If we acquire underperforming properties, we would expect to lease them to tenants and operators
that have significant turnaround experience and support from experienced consultants.

20

Experienced
and Adept Operators. We have strong and long-standing relationships with operators and their principals who have significant
experience in operating successful skilled nursing facilities. These operators and their principals have a strong track record of operating
in challenging markets where operators are subject to increased regulatory issues and significant competition. Additionally, these operators
and their principals have learned to successfully operate facilities in which most of the revenue is earned from providing services to
patients covered by Medicaid which are subject to lower reimbursement rates than other revenue sources.

Consulting
Firms Provide Additional Resources for the Operators of our Facilities. Most of the operators of our facilities utilize the services
of experienced healthcare consulting firms to provide them with expert advice and assistance with their operations. We believe these
consulting firms provide the operators with additional expertise and resources that materially enhance their ability to operate efficiently
and to meet applicable regulatory requirements.

Close
Relationships with Tenants, Operators and Consultants Provide Enhanced Oversight, Market Intelligence and Strong Alignment of Interests.
The nature of our close relationships with the tenants and operators of our properties and their consulting firms allows us to
maintain close communication and obtain early knowledge of potential issues faced by our tenants, enabling us to address those issues
that affect us as the lessor. These relationships also provide us with intelligence on the markets in which we own properties and assistance
in locating new and replacement tenants. Additionally, the consulting firms assist us without charge in evaluating potential acquisitions
and operators. This assistance provides us with insight into local market trends, which is particularly valuable for new markets. These
relationships also provide a strong alignment of interests between our interests as a property owner and our tenants’ interests.

Well-Structured,
Long-Term, Triple-Net Leases Generate Predictable and Growing Rental Income Streams. Most of our owned properties are leased
to tenants under long-term, non-cancellable, triple-net leases, pursuant to which the tenants are responsible for all maintenance and
repairs, insurance and taxes associated with the leased properties and the business conducted at the properties. As of December 31, 2025,
100% of the gross leasable area of our facilities was leased with an average remaining lease term of 7.2 years. Our leases generally
have an initial term of 10 years with two five-year extensions, and annual rent escalators of 1% to 3% per year, which provides us with
a steady and growing cash rental stream. Additionally, our leases are structured to provide us with key credit support and have credit
enhancement provisions that may include non-refundable security deposits of up to 6 months, personal and corporate guarantees and cross-default
provisions under our master leases. Approximately 89.4% of our total annualized rental revenue is generated through our 16 master leases
that have cross-default and cross-collateralization provisions.

Seasoned
Management Team with Significant Experience. Moishe Gubin, our Chairman and Chief Executive Officer, has over 25 years of operating
and real estate experience in the skilled nursing and long-term care industries. Prior to founding the Predecessor Company, Mr. Gubin
worked as an operator of skilled nursing facilities and built a strong operational knowledge base that has been incorporated into the
day-to-day management of our current portfolio. Additionally, Mr. Gubin has significant acquisition experience having completed over
140 healthcare-related facilities with an aggregate investment amount of over $1.6 billion since 2003. Mr. Gubin also has significant
experience accessing debt capital markets to fund growth, having raised over $500 million of publicly traded bonds that are listed on
the Tel Aviv Stock Exchange. We believe that the diverse operational and financial background and expertise of our management team gives
us the ability to successfully manage our portfolio and sustain our growth.

21

Our
Business and Growth Strategies

Our
objective is to generate attractive returns for our stockholders over the long term through dividends and capital appreciation. Key elements
of our strategy include the following:

Acquire
Additional Healthcare Properties in Concentrated Geographic Areas. We plan to invest primarily in real estate used as skilled
nursing facilities and other healthcare facilities that provide services to the elderly, where our management team has substantial experience
and relationships. We believe these facilities have the potential to provide higher risk-adjusted returns compared to other forms of
net-leased real estate assets due to the specialized expertise necessary to acquire, own, finance and manage these properties, which
are factors that tend to limit competition among investors, owners, operators and finance companies. We will seek to acquire properties
in states where we believe we can build regional density in order to create competitive advantages and drive operational and cost efficiencies.

Negotiate
Well-Structured Net Leases. Our primary ownership structure is a facility purchase with a long-term triple-net lease with the
healthcare operator. We seek to structure our leases with initial lease terms of 10 years with tenant options to extend the lease for
an additional period of 5 to 10 years and rent escalators that provide a steadily growing cash rental stream. Our lease structures are
designed to provide us with credit support for our rents, including, in certain cases, lease deposits, covenants regarding liquidity,
and various provisions for cross-default. We believe these features help insulate us from variability in operator cash flows and enable
us to minimize our expenses while we continue to build our portfolio.

Leverage
Existing and Develop New Operator Relationships. The Company has cultivated relationships in the healthcare industry through
which we have sourced our existing portfolio, and we intend to continue to expand our portfolio by leveraging these existing
relationships. Sixty-seven of our properties are leased to related parties. One of our goals is to reduce our dependence on related
party tenants in order to diversify our tenant base. Although we expect to continue to lease properties to related party tenants in
markets in which the related party tenants have substantial experience and operations, we intend to lease properties in other
markets to unrelated tenants if we are able to identify qualified operators. Additionally, we will consider leasing properties to
unrelated parties in markets in which related parties operate if we are able to identify qualified operators that are willing to
lease properties on terms that are no less favorable than those available from related parties.

Utilize
Prudent Investment Underwriting Criteria. We have adopted what we believe to be a thorough investment underwriting process based
on careful analysis and due diligence with respect to both the healthcare real estate and the healthcare service operations. We seek
to make investments in healthcare properties that have the following attributes: well-located, visible to traffic, in good physical condition
with predictable future capital improvement needs and with attractive prospects for future profitability.

Monitor
the Performance of our Facilities and Industry Trends. We carefully monitor the financial and operational performance of our
tenants and of the specific facilities in which we invest through a variety of methods, such as reviews of periodic financial statements,
and regular meetings with the facility operators. Pursuant to the terms of our leases, our tenants are required to provide us with certain
periodic financial statements and operating data.

22

Utilize
Targeted Leverage in Our Investing Activities. We seek to utilize a targeted level of leverage that is appropriate in light of
market conditions, future cash flows, the creditworthiness of tenants and future rental rates. We will seek to achieve a ratio of debt
to asset fair market value in the range of 45% to 55%. However, our charter and bylaws do not limit the amount of debt that we may incur
and our board of directors has not adopted a policy limiting the total amount of our borrowings.

Policy
for the Acquisition and Sale of Properties

In
considering these performance targets, readers should bear in mind that targeted performance for each acquisition is not a guarantee,
projection, forecast or prediction and is not necessarily indicative of future results. These performance targets are as of the date
hereof and may change in the future. The performance targets are based on an assumption that economic, market and other conditions will
not deteriorate and, in some cases, will improve. These performance targets are also based on estimates and assumptions about performance
believed to be reasonable under the circumstances, but actual realized returns of our investments will depend on, among other factors,
the ability to consummate attractive investments, future operating results, the value of the assets and market conditions at the time
of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions and circumstances
on which targeted returns are based. We believe the performance targets are reasonable, but readers should keep in mind that this investment
involves a high degree of risk and they should purchase these securities only if they can afford a complete loss of their investment.

We
believe our management team’s depth of experience in healthcare real estate, operations and finance provides us with unique perspective
in underwriting potential investments. Our real estate underwriting process focuses on both real estate and healthcare operations. The
process includes a detailed analysis of the facility and the financial strength and experience of the tenant and its management. Key
factors that we consider in the underwriting process include the following:

●
the current, historical and projected cash flow and operating margins of each tenant and at each facility;

●
the ratio of our tenants’ operating earnings both to facility rent and to facility rent plus other fixed costs, including debt
costs;

●
the quality and experience of the tenant and its management team;

●
construction quality, condition, design and projected capital needs of the facility and property condition assessments;

●
competitive landscape;

●
drivers of healthcare-related needs;

●
the location of the facility;

●
local economic and demographic factors and the competitive landscape of the market;

●
licensure and accreditation;

●
the effect of evolving healthcare legislation and other existing and future regulations and compliance with such regulations on our tenants’
profitability and liquidity; and

●
the payor mix of private, Medicare and Medicaid patients at the facility.

23

We
also require tenants to furnish property and operator-level financials, among other data, on a monthly basis; we evaluate individual
and portfolio property performance, liquidity metrics, lease and debt coverage, occupancy, planned capital expenditures, and other measures;
and we conduct in- person visits to each facility in the portfolio at least two times per year. We believe our underwriting process enables
us to acquire desirable properties with strong tenants that will support our ability to deliver attractive risk-adjusted returns to our
stockholders.

The
policy does not limit the authority of our board of directors to change or deviate from the policy as it sees fit from time to time.
Changes to the policy do not require stockholder approval.

Our
management does not have a fixed policy relating to the sale of properties. Accordingly, each potential sale opportunity will be examined
on its merits in view of the business opportunity involved.

Our
Leases

As
of December 31, 2025, all of our healthcare properties were subject to lease agreements. Our leases have a weighted-average annualized
lease income per leased square foot of $26.78, and a weighted-average remaining lease term of approximately 7.2 years.

To
our knowledge, except as noted below, none of our current tenants are in default under any of the leases.

Each
of our properties is leased under a separate lease agreement, although 16 groups of properties, covering a total of 127 facilities, are
subject to 16 master lease agreements. Each master lease agreement provides that the tenants under the master lease are jointly and severally
liable for the obligations of all of the other tenants under such master lease. We entered into these master lease agreements in order
to facilitate financing the underlying properties. Rental income under these master leases represents a substantial portion of our rental
income.

The
following table summarizes information concerning the master lease agreements as of December 31, 2025 (dollars in thousands):

Master Lease Agreements

Master Lease Name
States

Facilities

Count

GLA

Annualized

Average

Base Rent

($000s)

% of Total

Annualized Average

Base Rent

Master Lease Indiana 1 (1)
IN
16
578,167
$19,175
13.4%

Master Lease Indiana 2 (1)
IN
24
705,730
$16,623
11.7%

Master Lease Central Illinois 1
IL
3
138,678
$1,657
1.2%

Master Lease Central Illinois 2
IL
2
45,231
$601
0.4%

Master Lease Landmark
TX/OK/IL
4
215,343
$3,051
2.1%

Master Lease Ohio
OH
4
73,311
$864
0.6%

Master Lease Tennessee 1 (1)
TN
11
348,030
$9,056
6.3%

Master Lease Tennessee 2 (1)
TN
5
185,344
$8,726
6.1%

Master Lease Arkansas 1
AR
9
414,706
$7,053
4.9%

Master Lease Arkansas 2
AR
4
130,429
$3,147
2.2%

Master Lease Kentucky
KY
11
438,810
$26,048
18.3%

Master Lease Missouri
MO
10
408,312
$11,342
7.9%

Master Lease Kansas
KS
6
144,694
$2,752
1.9%

Master Lease Texas
TX
3
55,584
$1,994
1.4%

Master Lease Tide Group
MO/TX
11
408,312
$9,518
6.7%

Master Lease Oklahoma

OK

4

95,537

2,296

1.6
%

Total (16)

127
4,386,218
123,903
86.7%

(1)
The tenants under the two master leases in Indiana and the two Tennessee master leases are affiliated with Moishe Gubin, who is
our Chairman and Chief Executive Officer and Michael Blisko, who is one of our directors. See “Item 1. Business—Our
Leases.”

24

The
following table summarizes information concerning the lease agreements that are not subject to a master lease agreement as of December 31, 2025 (dollars in thousands):

Individual Leases

Lessor
State

Facility

Type

Rentable

Sq. Ft.

Annualized

Average

Base Rent

($000s)

% of Total

Annualized

Average

Base Rent

Ambassador Nursing Realty, LLC
Illinois
SNF
37,100
$1,005
0.7%

Momence Meadows Realty, LLC
Illinois
SNF
37,139
$1,038
0.7%

Lincoln Park Holdings, LLC
Illinois
SNF
34,362
$1,260
0.9%

Continental Nursing Realty, LLC
Illinois
SNF
53,653
$1,575
1.1%

Westshire Nursing Realty, LLC
Illinois
SNF
124,020
$1,082
0.8%

Belhaven Realty, LLC
Illinois
SNF
60,000
$2,135
1.5%

West Suburban Nursing Realty, LLC
Illinois
SNF
70,314
$1,962
1.4%

Niles Nursing Realty LLC
Illinois
SNF
46,480
$2,410
1.7%

Midway Neurological and Rehabilitation Realty, LLC
Illinois
SNF
120,000
$2,548
1.8%

516 West Frech Street, LLC
Illinois
SNF
24,979
$498
0.4%

4343 Kennedy Drive, LLC
Illinois
SNF
104,000
$479
0.3%

1585 Perry Worth Rd, LLC
Indiana
SNF
32,650
$117
0.1%

9300 Ballard Rd Realty, LLC
Illinois
SNF
70,556
$1,302
0.9%

2301 North Oregon Realty, LLC
Texas
LTACH
24,660
$-
-%

9209 Dollarway Road, LLC
Arkansas
SNF
45,771
$843
0.6%

8200 National Ave Realty, LLC

Oklahoma

SNF

39,789

$
510

0.4
%

Total (16)

925,473
$18,764
13.3%

Investment
and Financing Policies

Our
properties are located in 10 states and we intend to continue to acquire properties in other states throughout the United States. Our
investment objectives are to increase cash flow, provide quarterly cash dividends, maximize the value of our properties and acquire properties
with cash flow growth potential. We intend to invest primarily in SNFs and seniors housing, including ALFs and we may determine in the
future to expand our investments to include medical office buildings, long-term acute care hospitals and inpatient rehabilitation facilities.
Although our portfolio currently consists primarily of owned real property, future investments may include first mortgages, mezzanine
debt and other securities issued by, or joint ventures with, REITs or other entities that own real estate consistent with our investment
objectives.

Competition

The
market for making investments in healthcare properties is highly fragmented, and increased competition makes it more challenging for
us to identify and successfully capitalize on opportunities that meet our investment objectives. In acquiring and leasing healthcare
properties, we compete with private equity funds, real estate developers, REITs, other public and private real estate companies and private
real estate investors, many of whom have greater financial resources than we have. We also face competition in leasing or subleasing
available facilities to prospective tenants.

25

Regulation

Healthcare
Regulatory Matters

The
following discussion describes certain material healthcare laws and regulations that may affect our operations and those of our tenants/operators.
Although there is presently no Federal regulation on the lessor itself from Federal government agencies that regulate and inspect the
operators and no regulation of the lessor in the States in which we own real property, our tenants (the operators of skilled nursing
facilities, long-term acute care hospitals and other healthcare providers) are subject to extensive federal, state and local government
healthcare laws and regulations. These laws and regulations include requirements related to licensure, conduct of operations, ownership
of the facilities operation, addition or expansion of facilities and services, prices for services, billing for services and the confidentiality
and security of health-related information. Different properties within our portfolio may be more or less subject to certain types of
regulation, some of which are specific to the type of facility or provider. These laws and regulations are wide-ranging and complex,
may vary or overlap from jurisdiction to jurisdiction, and are subject frequently to change. Compliance with these regulatory requirements
can increase operating costs and, thereby, adversely affect the financial viability of our tenants/operators’ businesses. Our tenants/operators’
failure to comply with these laws and regulations could adversely affect their ability to successfully operate our properties, or receive
reimbursement for services rendered within them, which could negatively impact their ability to satisfy their contractual obligations
to us. Our leases will require the tenants/operators to comply with all applicable laws, including healthcare laws.

Our
tenants are subject directly to healthcare laws and regulations, because of the broad nature of some of these restrictions, such as the
Anti-Kickback Statute discussed below. We intend for all of our business activities and operations to conform in all material respects
with all applicable laws and regulations, including healthcare laws and regulations. We expect that the healthcare industry will continue
to face increased regulation and pressure in the areas of fraud, waste and abuse, cost control, healthcare management and provision of
services.

Healthcare
Reform Measures. The Affordable Care Act changed how healthcare services are covered, delivered and reimbursed through expanded coverage
of uninsured individuals, reduced growth in Medicare program spending, reductions in Medicare and Medicaid reimbursement, including but
not limited to, Disproportionate Share Hospital, or DSH payments, and expanding efforts by governmental and private third party payors
to tie reimbursement to quality and efficiency. In addition, the law reformed certain aspects of health insurance, contains provisions
intended to strengthen fraud and abuse enforcement, and encourage the development of new payment models, including the creation of Accountable
Care Organizations, or ACOs. The status of the Affordable Care Act is subject to substantial uncertainty due to proposals to terminate
or modify its provisions. We are not able to predict the effect of such changes on our business since the nature of any changes is undetermined.
However, any changes that result in a decrease in payments made on behalf of patients are likely to reduce the income that our tenants
receive from the operation of facilities at our properties.

Sources
of Revenue and Reimbursement. Our tenants and operators receive payments for patient services from the federal government under the
Medicare program, state governments under their respective Medicaid or similar programs, managed care plans, private insurers and directly
from patients. Medicare is a federal program that provides certain hospital and medical insurance benefits to persons age 65 and over,
some disabled persons, persons with end-stage renal disease and persons with Lou Gehrig’s Disease. Medicaid is a federal-state
program, administered by the states pursuant to certain conditions imposed by the Federal government, which provides hospital and medical
benefits to qualifying individuals who are unable to afford healthcare. Generally, revenues for services rendered to Medicare patients
are determined under a prospective payment system, or PPS. CMS annually establishes payment rates for the PPS for each applicable facility
type and level of care provided.

26

Amounts
received under Medicare and Medicaid programs are generally significantly less than established facility gross charges for the services
provided and may not reflect the provider’s costs. Healthcare providers generally offer discounts from established charges to certain
group purchasers of healthcare services, including private insurance companies, employers, health maintenance organizations, or HMOs,
preferred provider organizations, or PPOs and other managed care plans. These discount programs generally limit a provider’s ability
to increase revenues in response to increasing costs. Patients are generally not responsible for the total difference between established
provider gross charges and amounts reimbursed for such services under Medicare, Medicaid, HMOs, PPOs and other managed care plans, but
are responsible to the extent of any exclusions, deductibles or coinsurance features of their coverage. The amount of such exclusions,
deductibles and coinsurance continues to increase. Collection of amounts due from individuals is typically more difficult than from governmental
or third-party payers takes considerably longer and often requires the involvement of, and payment to, third parties to collect.

Payments
to providers are being increasingly tied to quality and efficiency. These initiatives include requirements to report clinical data and
patient satisfaction scores, reduced Medicare payments to hospitals based on “excess” readmission rates as determined by
CMS, denial of payments under Medicare, Medicaid and some private payors for services resulting from a hospital or facility-acquired
condition, or HAC, and reduced Medicare payments to hospitals with high risk-adjusted HAC rates. Certain provider types, including, but
not limited to, inpatient rehabilitation facilities and long-term acute care hospitals, are subject to specific limits and restrictions
on eligibility for admissions which, in turn, affect reimbursement at these facilities.

The
amounts of program payments received by our tenants/operators can be changed from time to time by legislative or regulatory actions and
by determinations by agents for the programs. Level of payment has also been impacted by the Federal budget sequestration which automatically
reduces payments as a result of funding limitations. The Medicare and Medicaid statutory framework is subject to administrative rulings,
interpretations and discretion that affect the amount and timing of reimbursement made under Medicare and Medicaid. Federal healthcare
program reimbursement changes may be applied retroactively under certain circumstances. In recent years, the federal government has enacted
various measures to reduce spending under federal healthcare programs. In April 2018, CMS announced as part of its patient driven payment
model (“PDPM”) a skilled-nursing preferred payor system (“SNF-PPS”) intended to reduce administrative burden,
and foster innovation to improve care and quality for patients.

In
addition, many states have enacted, or are considering enacting, measures designed to reduce their Medicaid expenditures and change private
healthcare insurance, and states continue to face significant challenges in maintaining appropriate levels of Medicaid funding due to
state budget shortfalls. Many States have also sought to control costs by implementing a variety of alternative care and payment models
authorized under Federal Medicaid waivers and such models often impose new or enhanced administrative requirements on health care providers
as a condition of payment. Further, non-government payers may reduce their reimbursement rates in accordance with payment reductions
by government programs or for other reasons. Healthcare provider operating margins may continue to be under significant pressure due
to the deterioration in pricing flexibility and payor mix, as well as increases in operating expenses that exceed increases in payments
under the Medicare and Medicaid programs.

27

Anti-Kickback
Statute. A section of the Social Security Act known as the “Anti-Kickback Statute” prohibits, among other things, the
offer, payment, solicitation or acceptance of remuneration, directly or indirectly, in return for referring an individual to a provider
of services for which payment may be made in whole or in part under a federal healthcare program, including the Medicare or Medicaid
programs. Courts have interpreted this statute broadly and held that the Anti-Kickback Statute is violated if just one purpose of the
remuneration is to generate referrals, even if there are other lawful purposes. The Affordable Care Act provides that knowledge of the
Anti-Kickback Statute or specific intent to violate the statute is not required in order to violate the Anti-Kickback Statute. Violation
of the Anti-Kickback Statute is a crime, punishable by fines of up to $25,000 per violation, five years imprisonment, or both. Violations
may also result in civil and administrative liability and sanctions, including civil penalties of up to $50,000 per violation, liability
under the False Claims Act, exclusion from participation in federal and state healthcare programs, including Medicare and Medicaid, and
additional monetary penalties in amounts treble to the underlying remuneration.

There
are a limited number of statutory exceptions and regulatory safe harbors for categories of activities deemed protected from prosecution
under the Anti-Kickback Statute. Currently, there are statutory exceptions and safe harbors for various activities, including the following:
certain investment interests, space rental, equipment rental, practitioner recruitment, personnel services and management contracts,
sale of practice, referral services, warranties, discounts, employees, managed care arrangements, investments in group practices, freestanding
surgery centers, ambulance replenishing and referral agreements for specialty services. The safe harbor for space rental arrangements
requires, among other things, that the aggregate rental payments be set in advance, be consistent with fair market value and not be determined
in a manner that takes into account the volume or value of any referrals. The fact that conduct or a business arrangement does not fall
within a safe harbor does not necessarily render the conduct or business arrangement illegal under the Anti-Kickback Statute. However,
such conduct and business arrangements may lead to increased scrutiny by government enforcement authorities.

Many
states have laws similar to the Anti-Kickback Statute that regulate the exchange of remuneration in connection with the provision of
healthcare services, including prohibiting payments to physicians for patient referrals. The scope of these state laws is broad because
they can often apply regardless of the source of payment for care. These statutes typically provide for criminal and civil penalties,
as well as potential loss of facility licensure and eligibility for reimbursement by government payors.

We
intend to use commercially reasonable efforts to structure our arrangements, including any lease/operating arrangements involving facilities
in which local physicians are investors, so as to satisfy, or meet as closely as possible, safe harbor requirements. The safe harbors
are narrowly structured, and there are not safe harbors available for every type of financial arrangement that we or our tenants/operators
may enter. Although it is our intention to fully comply with the Anti-Kickback Statue, as well as all other applicable state and federal
laws, we cannot assure you that all of our arrangements or the arrangements of our tenants/operators will meet all the conditions for
a safe harbor. There can be no assurance regulatory authorities enforcing these laws will determine our financial arrangements or the
financial relationships of our tenants/operators comply with the Anti-Kickback Statute or other similar laws and such regulatory authorities
or private qui tam relators bringing actions on behalf of government entities in exchange for a portion of any recovery may allege non-compliance
and seek financial or other penalties.

Stark
Law. The Social Security Act also includes a provision commonly known as the “Stark Law.” The Stark Law is a strict liability
statute that prohibits a physician from making a referral to an entity furnishing “designated health services” paid by Medicare
or Medicaid if the physician or a member of the physician’s immediate family has a financial relationship with that entity unless
an exception to the law is met. Designated health services include, among other services, inpatient and outpatient hospital services,
clinical laboratory services, physical therapy services and radiology services. The Stark Law also prohibits entities that provide designated
health services from billing the Medicare and Medicaid programs for any items or services that result from a prohibited referral and
requires the entities to refund amounts received for items or services provided pursuant to the prohibited referral. Sanctions for violating
the Stark Law are imposed without consideration to intent and include denial of payment, civil monetary penalties of up to $15,000 per
prohibited service provided for failure to return amounts received in a timely manner, and exclusion from the Medicare and Medicaid programs.
The statute also provides for a penalty of up to $100,000 for a circumvention scheme. Failure to refund amounts received pursuant to
a prohibited referral may also constitute a false claim and result in additional penalties under the False Claims Act, which is discussed
in greater detail below.

28

There
are exceptions to the self-referral prohibition for many of the customary financial arrangements between physicians and providers, including
employment contracts, leases and recruitment agreements. There is also an exception for a physician’s ownership interest in an
entire hospital, as opposed to an ownership interest in a hospital department if such ownership interests and capacity were in place
as of March 23, 2010. Unlike safe harbors under the Anti-Kickback Statute, an arrangement must comply with every requirement of a Stark
Law exception, or the arrangement will be in violation of the Stark Law. Through a series of rulemakings, CMS has issued final regulations
implementing the Stark Law. While these regulations were intended to clarify the requirements of the exceptions to the Stark Law, it
is unclear how the government will interpret many of these exceptions for enforcement purposes and even an inadvertent failure to comply
with the strict requirements, such as assuring a signature, can result in imposition of penalties under certain circumstances.

Although
there is an exception for a physician’s ownership interest in an entire hospital, the Affordable Care Act prohibits newly created
physician-owned hospitals from billing for Medicare patients referred by their physician owners. As a result, the law effectively prevents
the formation after December 31, 2010 of new physician-owned hospitals that participate in Medicare and Medicaid. While the Affordable
Care Act grandfathers existing physician-owned hospitals, it does not allow these hospitals to increase the percentage of physician ownership
and significantly restricts their ability to expand services.

Many
states also have laws similar to the Stark Law that prohibit certain self-referrals. The scope of these state laws is broad because they
can often apply regardless of the source of payment for care, and little precedent exists for their interpretation or enforcement. These
statutes typically provide for criminal and civil penalties, as well as loss of facility licensure.

Although
our lease agreements will require tenants to comply with the Stark Law, we cannot offer assurance that the arrangements entered into
by us or by our tenants/operators will be found to be in compliance with the Stark Law or similar state laws.

The
False Claims Act. The federal False Claims Act prohibits knowingly making or presenting any false claim for payment to the federal
government. The government may use the False Claims Act to prosecute Medicare and other government program fraud in areas such as coding
errors, billing for services not provided, submitting false cost reports and failing to report and repay an overpayment within 60 days
of identifying the overpayment or by the date a corresponding cost report is due, whichever is later. The False Claims Act defines the
term “knowingly” broadly. Although simple negligence will not give rise to liability under the False Claims Act, submitting
a claim with reckless disregard to its truth or falsity or failing to correct an error within specified period of time constitutes a
“knowing” submission.

The
False Claims Act contains qui tam, or whistleblower, provisions that allow private individuals to bring actions on behalf of the government
alleging that the defendant has defrauded the federal government. Whistleblowers under the False Claims Act may collect a portion of
the government’s recovery, which serves as an incentive to bring claims which then must be defended whether or not they have merit.
Every entity that receives at least $5 million annually in Medicaid payments must have written policies for all employees, contractors
or agents, providing detailed information about false claims, false statements and whistleblower protections under certain federal laws,
including the False Claims Act, and similar state laws.

In
some cases, whistleblowers and the federal government have taken the position, and some courts have held, that providers who allegedly
have violated other statutes, such as the Anti-Kickback Statute and the Stark Law, have thereby submitted false claims under the False
Claims Act. The Affordable Care Act clarifies this issue with respect to the Anti-Kickback Statute by providing that submission of claims
for services or items generated in violation of the Anti-Kickback Statute constitutes a false or fraudulent claim under the False Claims
Act. If a defendant is found liable under the False Claims Act, the defendant may be required to pay three times the actual damages sustained
by the government, additional civil penalties of up to $10,000 per false claim, plus reimbursement of the fees of counsel for the whistleblower.

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Many
states have enacted similar statutes preventing the presentation of a false claim to a state government, and we expect more to do so
because the Social Security Act provides a financial incentive for states to enact statutes establishing state level liability.

Other
Fraud & Abuse Laws. There are various other fraud and abuse laws at both the federal and state levels that cover false claims
and false statements and these may impact our business. For example, the Civil Monetary Penalties law authorizes the imposition of monetary
penalties against an entity that engages in a number of prohibited activities. The penalties vary by the prohibited conduct, but include
penalties of $10,000 for each item or service, $15,000 for each individual with respect to whom false or misleading information was given,
and treble damages for the total amount of remuneration claimed. The prohibited actions include, but are not limited to, the following:

●
knowingly presenting or causing to be presented, a claim for services not provided as claimed or which is otherwise false or fraudulent
in any way;

●
knowingly giving or causing to be giving false or misleading information reasonably expected to influence the decision to discharge a
patient;

●
offering or giving remuneration to any beneficiary of a federal healthcare program likely to influence the receipt of reimbursable items
or services; arranging for reimbursable services with an entity which is excluded from participation from a federal healthcare program;
or knowingly or willfully soliciting or receiving remuneration for a referral of a federal healthcare program beneficiary.

Any
violations of the Civil Monetary Penalties Law by management or our tenants/operators could result in substantial fines and penalties
and could have an adverse effect on our business.

HIPAA
Administrative Simplification and Privacy and Security Requirements. HIPAA, as amended by the HITECH Act, and its implementing regulations
create a national standard for protecting the privacy and security of individually identifiable health information (called “protected
health information”). Compliance with HIPAA is mandatory for covered entities, which include healthcare providers such as tenants/operators
of our facilities. Compliance is also required for entities that create, receive, maintain or transmit protected health information on
behalf of healthcare providers or that perform services for healthcare providers that involve the disclosure of protected health information,
called “business associates.”

Covered
entities must report a breach of protected health information that has not been secured through encryption or destruction to all affected
individuals without unreasonable delay, but in any case, no more than 60 days after the breach is discovered. Notification must also
be made to HHS and, in the case of a breach involving more than 500 individuals, to the media. In the final rule issued in January, 2013,
HHS modified the standard for determining whether a breach has occurred by creating a presumption that any non-permitted acquisition,
access, use or disclosure of protected health information is a breach unless the covered entity or business associate can demonstrate
that there is a low probability that the information has been compromised, based on a risk assessment.

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Covered
entities and business associates are subject to civil penalties for violations of HIPAA of up to $1.5 million per year for violations
of the same requirement. In addition, criminal penalties can be imposed not only against covered entities and business associates, but
also against individual employees who obtain or disclose protected health information without authorization. The criminal penalties range
up to $250,000 and up to 10 years imprisonment. In addition, state Attorneys General may bring civil actions for HIPAA violations, HHS
must conduct periodic HIPAA compliance audits of covered entities and business associates. If any of our tenants/operators are subject
to an investigation or audit and found to be in violation of HIPAA, such tenants/operators could incur substantial penalties, which could
have a negative impact on their financial condition. Our tenants/operators may also be subject to more stringent state law privacy, security
and breach notification obligations. Enforcement of HIPAA and the Health Information Technology for Economic and Clinical Health (HITECH)
Act, which substantially augmented the requirements under HIPAA have become increasingly stringent and the penalties for non-compliance
have become increasingly harsh.

Licensure,
Certification and Accreditation. Healthcare property construction and operation are subject to numerous federal, state and local
regulations relating to the adequacy of medical care, equipment, personnel, operating policies and procedures, maintenance of adequate
records, fire prevention, rate-setting and compliance with building codes and environmental protection laws. The requirements for licensure,
certification and accreditation are subject to change and, in order to remain qualified, it may become necessary for our tenants/operators
to make changes in their facilities, equipment, personnel and services.

Facilities
in our portfolio will be subject to periodic inspection by governmental and other authorities to assure continued compliance with the
various standards necessary for licensing and accreditation. We will require our healthcare properties to be properly licensed under
applicable state laws. Except for provider types not eligible for participation in Medicare and Medicaid, we expect our tenant/operators
to participate in the Medicare and Medicaid programs and, where applicable, to be accredited by an approved accrediting organization
which is also often a requirement for Medicare certification. The loss of Medicare or Medicaid certification would result in our tenants/operators
that operate Medicare/Medicaid-eligible providers from receiving reimbursement from federal healthcare programs. The loss of accreditation,
where applicable, would result in increased scrutiny by CMS and likely the loss of payment from non-government payers which often condition
participation and payment on participation in the Medicare program.

In
some states, the construction or expansion of healthcare properties, the acquisition of existing facilities, the transfer or change of
ownership and the addition of new beds or services may be subject to review by and prior approval of, or notifications to, state regulatory
agencies under a Certificate of Need, or CON program. Such laws generally require the reviewing state agency to determine the public
need for additional or expanded healthcare properties and services and have begun to expect some level of revenue from enforcement action
in their budget planning. Some states in which we operate have also adopted limitations on the opening of new skilled nursing facilities.
See “Item 1. Business – Skilled nursing facility industry Business in the United States.” The requirements for licensure,
certification and accreditation also include notification or approval in the event of the transfer or change of ownership or certain
other changes. Further, federal programs, including Medicare, must be notified in the event of a change of ownership or change of information
at a participating provider. Failure by our tenants/operators to provide required federal and state notifications, obtain necessary state
licensure and CON approvals could result in significant penalties as well as prevent the completion of an acquisition or effort to expand
services or facilities. We may be required to provide ownership information or otherwise participate in certain of these approvals and
notifications.

Antitrust
Laws. The federal government and most states have enacted antitrust laws that prohibit certain types of conduct deemed to be anti-skilled
nursing facilities. These laws prohibit price fixing, concerted refusal to deal, market allocation, monopolization, attempts to monopolize,
price discrimination, tying arrangements, exclusive dealing, acquisitions of competitors and other practices that have, or may have,
an adverse effect on competition. Violations of federal or state antitrust laws can result in various sanctions, including criminal and
civil penalties. Antitrust enforcement in the healthcare industry is currently a priority of the Federal Trade Commission and the Antitrust
Division of the Department of Justice. We intend to operate so that we and our tenants/operators are in compliance with such federal
and state laws, but future review by courts or regulatory authorities could result in a determination that could adversely affect the
operations of our tenants/operators and, consequently, our operations. In addition to enforcement by Federal and State agencies, in an
effort to control health care costs, private payors such as employee welfare benefit plans administered by or for employers or unions
have become increasing aggressive in bringing actions against providers alleging violations of antitrust laws.

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Healthcare
Industry Investigations. Significant media and public attention has focused in recent years on the healthcare industry. The federal
government is dedicated to funding additional federal enforcement activities related to healthcare providers and preventing fraud and
abuse. Our tenants/operators will engage in many routine healthcare operations and other activities that could be the subject of governmental
investigations or inquiries. For example, our tenants/operators will likely have significant Medicare and Medicaid billings, numerous
financial arrangements with physicians who are referral sources, and joint venture arrangements involving physician investors. In recent
years, Congress and the States have increased the level of funding for fraud and abuse enforcement activities. It is possible that governmental
entities could initiate investigations or litigation in the future and that such proceedings could result in significant costs and penalties,
as well as adverse publicity. It is also possible that our executives could be included in governmental investigations or litigation
or named as defendants in private litigation.

Governmental
agencies and their agents, such as the Medicare Administrative Contractors, fiscal intermediaries and carriers, as well as the HHS-OIG,
CMS and state Medicaid programs, may conduct audits of our tenants/operator’s operations. Private payers may conduct similar post-payment
audits, and our tenants/operators may also perform internal audits and monitoring. Many of these audits employ the use of statistical
sampling and extrapolation whereby a small number of claims are reviewed but adverse results are applied against a provider’s claims
for long periods of time. Depending on the nature of the conduct found in such audits and whether the underlying conduct could be considered
systemic such that results are extrapolated, the resolution of these audits which can often require substantial repayments could have
a material, adverse effect on our portfolio’s financial position, results of operations and liquidity.

Under
the Recovery Audit Contractor, or RAC program, CMS contracts with RACs on a contingency basis to conduct post-payment reviews to detect
and correct improper payments in the fee-for-service Medicare program, to managed Medicare plans and in the Medicaid program. CMS has
also initiated a RAC prepayment demonstration program in 11 states. CMS also employs Medicaid Integrity Contractors, or MICs to perform
post-payment audits of Medicaid claims and identify overpayments. In addition to RACs and MICs, the state Medicaid agencies and other
contractors have increased their review activities. Aside from the costs associated with responding to a myriad of requests for substantiation
of services, should any of our tenants/operators be found out of compliance with any of these laws, regulations or programs, our business,
our financial position and our results of operations could be negatively impacted.

Environmental
Matters

A
wide variety of federal, state and local environmental and occupational health and safety laws and regulations affect healthcare property
operations. These complex federal and state statutes, and their enforcement, involve a myriad of regulations, many of which involve strict
liability on the part of the potential offender. Some of these federal and state statutes may directly impact us. Under various federal,
state and local environmental laws, ordinances and regulations, an owner of real property or a secured lender, such as us, may be liable
for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as
well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons
and adjacent property). The cost of any required remediation, removal, fines or personal or property damages and the owner’s or
secured lender’s liability therefore could exceed or impair the value of the property, and/or the assets of the owner or secured
lender. In addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely
affect the owner’s ability to sell or rent such property or to borrow using such property as collateral which, in turn, could reduce
our revenues.

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Prior
to closing any property acquisition or loan, we ordinarily obtain Phase I environmental assessments in order to attempt to identify potential
environmental concerns at the facilities. These assessments will be carried out in accordance with an appropriate level of due diligence
and will generally include a physical site inspection, a review of relevant federal, state and local environmental and health agency
database records, one or more interviews with appropriate site-related personnel, review of the property’s chain of title and review
of historic aerial photographs and other information on past uses of the property. We may also conduct limited subsurface investigations
and test for substances of concern where the results of the Phase I environmental assessments or other information indicates possible
contamination or where our consultants recommend such procedures.

Americans
with Disabilities Act

Our
properties must comply with Title III of the ADA to the extent that such properties are “public accommodations” as defined
by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our
properties where such removal is readily achievable. Many States and localities have similar requirements that are in addition to, and
sometime more stringent than, Federal requirements. We believe the existing properties are in substantial compliance with the ADA and
that we will not be required to make substantial capital expenditures to address the requirements of the ADA. However, noncompliance
with the ADA or a comparable State or local requirement could result in imposition of fines or an award of damages to private litigants.
The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make
alterations as appropriate in this respect.

Emerging
Growth Company Status

We
are an “emerging growth company,” as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,”
including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We have not yet made a decision as to whether we will take advantage of any or all of these exemptions. If we do take advantage of any
of these exemptions, we do not know if some investors will find common stock less attractive as a result. The result may be a less active
trading market for common stock and our stock price may be more volatile.

In
addition, the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period
provided in the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can
delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected
to avail ourselves of the extended transition period for adopting new or revised accounting standards available to emerging growth companies.

We
will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year during which
our total annual revenue equals or exceeds $1.07 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year
following the fifth anniversary of the first sale of shares pursuant to a registration statement filed under the Securities Act, (iii)
the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt or (iv) the date
on which we are deemed to be a “large accelerated filer” under the Exchange Act.

Human
Capital Resource Management

As
of December 31, 2025, we had 9 full-time employees. Our employees are primarily located at our corporate offices in Chicago and Florida.
Our employees are not members of any labor union, and we consider our relations with our employees to be satisfactory.

We
endeavor to maintain workplaces that are free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity,
religion, age, disability, sexual orientation, gender identification or expression or any other status protected by applicable law. The
basis for recruitment, hiring, development, training, compensation and advancement at the Company is qualifications, performance, skills
and experience. We believe our employees are fairly compensated, and compensation and promotion decisions are made without regard to
gender, race and ethnicity. Employees are routinely recognized for outstanding performance.

Insurance

We
require our tenants to maintain general liability, professional liability, all risks and other insurance coverages and to name us as
an additional insured under these policies. We believe that the policy specifications and insured limits are appropriate given the relative
risk of loss, the cost of the coverage and industry practice.

Available
Information

We
file annual, quarterly and current reports, proxy statements and other information with SEC. The SEC maintains an internet site that
contains these reports, and other information about issuers, like us, which file electronically with the SEC. The address of that site
is http://www.sec.gov. We make available our reports on Form 10-K, 10-Q, and 8-K (as well as all amendments to these reports), and other
information, free of charge, on the Investor Relations section of our website at www.strawberryfieldsreit.com. The information
found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this report
or any other document that we file with the SEC.

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