Wellmont Wexford House

“The business and affairs of Wellmont Wexford House (the Corporation) shallbe governed exclusively by the Board of Directors. The Corporation's Boardof Directors is designated by Wellmont Health System, the sole member ofthe Corporation.In addition to such rights of approval and consent as may be reserved tothe sole member of the Corporation pursuant to applicable law, transactionsof the following matters by the Corporation shall require the priorapproval of Wellmont Health System:A) Implementation of the Corporation's annual budget,B) Incurring any loan or other indebtedness for borrowed money,C) Acquisition of any equipment or personal property for a purchase price in excess of $50,000 or the acquisition of any real estate, regardless of purchase price,D) The undertaking of certain contractual commitments,E) Entering into any plan of merger or consolidation,F) Acquisition of substantially all of the assets of any other legal entity, andG) Institution of any litigation by or on behalf of the Corporation.”

“The Board of Directors are appointed by the Wellmont Health System Board ofDirectors.”

“Certain decisions of the board are, pursuant to charter, subject toapproval of the members. No ordinary, day-to-day decisions are subjectmember approval.”

“The Ballad Health Tax Department prepares and reviews the Form 990. During preparation other functional areas within the organization provide information and support to complete an accurate return. The return is reviewed by the organization's Executive Director and is provided in electronic form to all members of the Board of Directors prior to being filed with the IRS.”

“Ballad Health has a conflict of interest policy for all members of the Board of Directors, the Executive Chair/President, Executive Vice Presidents, Senior Vice Presidents,and Vice Presidents, and applies to all Ballad organizations. All persons covered by this policy are required to complete a conflict of interest disclosure form on an annual basis. Should a conflict arise, it is the responsibility of the conflicted individual to update his or her disclosure immediately. All meetings of the board or board committees have a standing agenda item first on the agenda titled "Conflicts of Interest". If a member of the board or board committee has a conflict of interest involving any issue on the board agenda, he or she must declare the conflict of interest during the period allotted for disclosure. If any issue arises during a meeting in which the board member has a conflict of interest, he or she must immediately declare the conflict. While each member of the board or board committee is responsible for disclosing conflicts of interest, it is also the responsibility of any board member aware of a conflict which has not been disclosed to ensure the board is made aware. The presiding officer of a board or board committee meeting may ask a conflicted member to excuse themselves from the meeting during the discussion related to the issue with which the conflict of interest applies. Under no circumstances shall a member vote on a matter that gives rise to a potential conflict.”

“Governing documents and conflict of interest policy are made available upon request to the appropriate parties requesting them. Financial statements are made available upon request to appropriate parties requesting them, and they are made available to those parties who own indebtedness of the company on a quarterly basis.”

“On an annual basis, Ballad Health's Human Resources (HR) Department evaluates compensation for all executives at a position level of Assistant Vice President and above. The review includes Ballad Health's CEO-Northwest Market, who also serves as board president of Wellmont Wexford House. HR's evaluation is based on market data obtained from independent third-party consultants for positions with similar responsibilities at similarly situated organizations. Based on this comparable data, Ballad Health's President and CEO evaluates the data and submits his recommendations to Ballad Health's Board of Directors for their final review and approval. In addition, Ballad Health offers an incentive plan to executives based on targeted achievement metrics approved by the Ballad Health Board of Directors which include Quality of Care, Access to Care, Cost Management, Etc.Similar to Ballad Health's CEO-Northwest Market, Wellmont Wexford House's Executive Director receives compensation that complies with Ballad Health's salary policy. Her pay is set at a market percentile specific to her position as Executive Director of Wellmont Wexford House.”

“Similar to Ballad Health's CEO-Northwest Market, other officers reported on Wellmont Wexford House's Part VII receive compensation that complies with Ballad Health's salary policy and undergoes the same review and approval process by Ballad Health's Board of Directors as described in 15a.”

“Intercompany Transfers = -$3184351”