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Full title: Application to Employ of Silverbloom Consulting, LLC as Financial Consultant Filed by Debtor The Prospect-Woodward Home (Graham, Owen) (Entered: 09/01/2021)

Document posted on Aug 31, 2021 in the bankruptcy, 32 pages and 0 tables.

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SERVICES NUNC PRO TUNC TO THE PETITION DATE Upon the Ex Parte Application of the Debtor for Entry of an Order Authorizing the Retention and Employment of Silverbloom Consulting to Provide Consulting Services Nunc Pro Tunc to the Petition Date (the “Application)2 of the Debtor for entry of an order (this “Order”) to continue the employment and retention of SilverBloom Consulting, LLC (“SilverBloom”) to provide consulting services nunc pro tunc to the Petition Date on the terms set forth in the engagement letter (the “Engagement Letter”); the Court having reviewed the Application, Spencer Declaration, and the First Day Declaration; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and §§ 1334(b); and the Court having found that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having determined that the relief requested in the Application is in the best interests of the Debtor, the estate, creditors, and other parties in interest; and it appearing that proper and adequate notice of the Application has been given and that no other or further notice is necessary; 1To enable SilverBloom to render Services hereunder, Client shall provide SilverBloom wite requested items, information and/or documentation (collectively, the “Client Information”) set forth under the SOW anuch additional Client Information as SilverBloom may request from time to time.Client recognizes and confirmat SilverBloom (a) will be using and relying on the Client Information and information available from generallcognized public sources in performing the Services without having independently verified such information, (b) does nssume responsibility for the accuracy or completeness of such information and (c) makes and will make no representatioat the Client Information will be materially complete and/or correct.All documents, including reports, spreadsheets, models and electroniersions thereof (including, but not limited to, the Deliverables (defined below)), furnished by SilverBloom to Client undis Agreement (“Prepared Documents”) shall be the property of Client subject to the following: (a) SilverBloom shall bntitled to keep copies of the Prepared Documents; (b) SilverBloom shall have the right to use the intellectual propertontained in the Prepared Documents, if any; (c) all proprietary information of SilverBloom, including but not limited trmulae, calculations, standards and computer programs used in the preparation of the Prepared Documents, shall remaie property of SilverBloom; (d) the Prepared Documents are not be reused or distributed by Client to any third party withoe express written consent of SilverBloom; and (e) Client shall not modify the Prepared Documents nor utilize the Prepareocuments for any purpose other than the specific purpose for which the Prepared Document

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEW HAMPSHIRE In re: ) Chapter 11 ) The Prospect-Woodward Home, ) Case No. 21-10523 (BAH) ) Debtor.1 ) ) EX PARTE APPLICATION OF THE DEBTOR FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF SILVERBLOOM CONSULTING, LLC TO PROVIDE CONSULTING SERVICES NUNC PRO TUNC TO THE PETITION DATE The above-captioned debtor (“Hillside Village” or the “Debtor”) hereby submits this application (this “Application”) for entry of order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), pursuant to sections 105(a) and 363(b) of title 11 of the United States Code (the “Bankruptcy Code”) authorizing the Debtor to continue the employment of SilverBloom Consulting, LLC (“SilverBloom”) to provide consulting services nunc pro tunc to the Petition Date on terms set forth in the engagement letter (the “Engagement Letter”). In support of the Application, the Debtor relies upon and incorporates by reference the Declaration of Jamie Spencer in Support of the Ex Parte Application of the Debtor for Entry of an Order Authorizing the Retention and Employment of Silverbloom Consulting to Provide Consulting Services Nunc Pro Tunc to the Petition Date (the “Spencer Declaration”) attached hereto as Exhibit B. In further support of the Application, the Debtor respectfully represents as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b). 1 The last four digits of the Debtor’s federal taxpayer identification are 2146. The address of the Debtor’s headquarters is 95 Wyman Road, Keene, New Hampshire 03431

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2. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The statutory predicates for the relief requested herein are Bankruptcy Code sections 105(a) and 363(b). BACKGROUND 4. On August 30, 2021 (the “Petition Date”), the Debtor commenced this case by filing a voluntary petition for relief under chapter 11 of the Bankruptcy Code (the “Chapter 11 Case”). 5. The factual background regarding the Debtor, including business operations, capital and debt structure, and the events leading to the filing of the Chapter 11 Case is set forth in the Declaration of Toby Shea, Chief Restructuring Officer, in Support of the Debtor’s First Day Pleadings [Docket No. 24] (the “First Day Declaration”) which is incorporated herein by reference. 6. The Debtor continues to operate and manage its business as a debtor in possession pursuant to Bankruptcy Code sections 1107 and 1108. 7. No trustee, examiner, or creditors’ committee has been appointed in the Chapter 11 Case. 8. As described more fully in the First Day Declaration, the Debtor began to face significant financial challenges in 2020. The Debtor engaged OnePoint Partners (“OnePoint") to provide Toby Shea as Chief Restructuring Officer (the “CRO”) and certain additional staff, effective as of December 1, 2020. Shortly after OnePoint was engaged, the CRO engaged SilverBloom to provide certain services pursuant to that certain Consulting Services Letter Agreement (the “Engagement Agreement”) effective as of January 1, 2021. As set forth in more detail below, SilverBloom was engaged to assist the Debtor by providing oversight of the finance department and management of the accounting and financing functions of the Debtor. Additionally, SilverBloom was engaged to assist OnePoint and the CRO in the preparation of the

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filing of this Chapter 11 Case. Since that time, SilverBloom has worked closely with the Debtor’s management, Board of Trustees (the “Board”), and other professionals to become intimately familiar with the Debtor’s business, financial affairs, and capital structure. RELIEF REQUESTED 9. By this Application, the Debtor seeks entry of the Proposed Order, pursuant to Bankruptcy Code section 105(a) and 363(b), authorizing the continued employment of Silverbloom and approving the Engagement Letter, which is attached to the Spencer Declaration as Exhibit 1. I. Qualifications 10. The Debtor is familiar with the professional standing and reputation of SilverBloom. SilverBloom is an aging services advisory firm which specializes in providing financial modeling, ad-hoc financial projection, accounting, and interim CFO/controller services. 11. Mr. Spencer is a Certified Public Accountant and has more than 15 years of experience in finance and accounting, with 10 years specializing in senior living. Mr. Spencer has assisted continuing care retirement communities, skilled nursing facilities, and other senior living companies with enhancements to their financial and operational systems as well as providing management and oversight of their financial statements and internal controls in accordance with regulatory requirements. Mr. Spencer has extensive experience with budgeting, forecasting, and cash flow management. II. Scope of Services 12. Subject to approval by the Court, the Debtor proposes to retain SilverBloom to provide the services of Mr. Spencer and Katarzyna Azzolina on the terms and conditions set forth in the Engagement Letter except as otherwise explicitly set forth herein or in any order granting this Application.

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13. Among other things, SilverBloom shall: a. Provide interim CFO and controller functions. Including, but not limited to, overall coordination and management of the finance function including oversight of the onsite accounting coordinator, preparation of month-end close including all reconciliations and reporting, EMMA reporting, interfacing with board and management, budget preparation and management, and risk management. b. Provide accounting functions, including, but not limited to month-end close function including preparation of reconciliations and financial statements. c. Work with OnePoint and the other professionals in the preparation of any necessary court filings, including but not limited to: schedules of assets and liabilities, statements of financial affairs, and monthly operating reports. d. Assist in the preparation of financial information for distribution to parties-in-interest and others, including, but not limited to: cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, projections associated with business plans. e. Assist in the preparation of information and analysis necessary for any motions to be filed in the Chapter 11 proceeding. f. Postpetition vendor relations. 14. By separate applications, the Debtor also seeks to employ: (a) Polsinelli PC as restructuring counsel; (b) OnePoint as CRO; (c) Donlin, Recano & Company, Inc. as claims, noticing, and administrative agent; (d) Hinckley, Allen & Snyder LLP as local and general corporate counsel; and (e) Grandbridge Real Estate Capital to provide brokerage services. The Debtor may also seek authority to employ certain ordinary course professionals. 15. While certain aspects of the representations may necessarily involve SilverBloom, the Debtor believes that the services SilverBloom will provide will be complimentary to, rather than duplicative of, the services to be provided by any other professional in the Chapter 11 Case. SilverBloom will work closely with the other professionals retained by the Debtor to prevent unnecessary or inefficient duplication of services and will take whatever steps are necessary and appropriate to avoid any such unnecessary duplication.

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III. Professional Compensation and Fees 16. The Debtor proposed to compensate and reimburse SilverBloom for actual, reasonable out-of-pocket and direct expenses incurred in accordance with the Engagement Letter. 17. Any charges for hourly services provided by SilverBloom in connection with the Engagement Letter will be made at SilverBloom's agreed upon and customary hourly rates, as set forth in the following schedule: Role Hourly Rate Jamie Spencer, CPA/MBA $225 Katarzyna Azzolina, MBA $60 18. If the Court approves the relief requested herein, SilverBloom will be retained pursuant to Bankruptcy Code section 363. Because SilverBloom will not be retained as a professional under Bankruptcy Code section 327, SilverBloom will not be required to submit fee applications pursuant to Bankruptcy Code sections 330 and 331. Instead, SilverBloom will file with the Court, with counsel to counsel to the Bond Trustee, the U.S. Trustee, and counsel to any committee appointed in the Chapter Case (collectively, the “Notice Parties”), an activities and expense report for the previous month (the “Staffing Report”). Such Staffing Report shall include the activities performed by Mr. Spencer and Ms. Azzolina for the prior month and itemize the expenses incurred for the relevant period. 19. This type of arrangement is consistent and typical of other firms who provide similar services under similar circumstances. The Debtor submits that the rates charged by SilverBloom are reasonable, market-based, and designed to fairly compensate SilverBloom for its work. 20. Prior to the Petition Date, SilverBloom received payments in the aggregate amount of $86,518.32 on account of the aggregate fees and expenses for services provided to the Debtor

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(exclusive of retainers) in the ninety days prior to the Petition Date. Additionally, SilverBloom received an advanced payment of a $50,000 retainer (the “Retainer”) from the Debtor to be applied to postpetition fees and expenses rendered in the Chapter 11 Case. IV. Indemnification 21. As a material part of the consideration for which SilverBloom has agreed to provide the services described herein, the Debtor has agreed to indemnify SilverBloom as set forth in the Engagement Letter. The Debtor requests that it be permitted to indemnify SilverBloom for any acts by SilverBloom connection with the services performed. V. Disinterestedness 22. To the best of the Debtor’s knowledge, information, and belief, SilverBloom (a) has no connection with the Debtor, its creditors, other parties in interest, or attorneys or accountants of any of the foregoing, or any person employed by the U.S. Trustee; and (b) does not hold any interest materially adverse to the Debtor’s estate. 23. Though the Debtor submits that retention of SilverBloom is not governed by Bankruptcy Code section 327, the Debtor nevertheless submit that SilverBloom is a “disinterested person” as defined by Bankruptcy Code section 101(14). BASIS FOR RELIEF 24. The Debtor seeks approval of the retention of SilverBloom pursuant to Bankruptcy Code section 363, nunc pro tunc to the Petition Date. Bankruptcy Code section 363(b)(1) provides, in relevant part, that “[t]he trustee, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C. § 363(b)(1). Further, pursuant to Bankruptcy Code section 105(a), the “court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a).

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25. A debtor’s proposed use of its assets under Bankruptcy Code section 363(b) will be approved it represents a reasonable execution of business judgment. See, e.g., Comm. of Equity Sec. Holders v. Lionel Corp. (In re Lionel Corp.), 722 F.2d 1063, 1070 (2d Cir. 1983) (“The rule we adopt requires that a judge determining a §363(b) application expressly find from the evidence presented before him at the hearing a good business reason to grant such an application.”); Comm. of Asbestos-Related Litigants v. Johns-Manville Corp. (In re Johns- Manville Corp.), 60 B.R. 612, 616 (Bankr. S.D.N.Y. 1986) (“Where the debtor articulates a reasonable basis for its business decisions (as distinct from a decision made arbitrarily or capriciously), courts will generally not entertain objections to the debtor’s conduct”). 26. Courts in this and other districts have repeatedly approved applications to retain chief restructuring officers and other interim corporate officers pursuant to Bankruptcy Code section 363(b). See, e.g., In re 4 West Holdings, Inc., Case No. 18-30777 (HDH) [Docket No. 263] (Bankr. N.D. Tex. Apr. 18, 2018); In re ADPT DFW Holdings LLC, Case No. 17-31432 (SGJ) [Docket No. 208] (Bankr. N.D. Tex. May 19, 2017); In re Ignite Restaurant Group, Inc., Case No. 17-33550 (DRJ) [Docket No. 255] (Bankr. S.D. Tex. June 28, 2017); In re EBH Topco, LLC, Case No. 18-11212 (BLS) [Docket No. 211] (Bankr. D. Del. June 26, 2018). See also, In re Nine West Holdings, Inc., 588 B.R. 678, 692 (Bankr. S.D.N.Y. 2018) (“As is evident from the plethora of case law cited by the Debtors and A & M, courts in this District and elsewhere have entered orders permitting management consultant firms to be retained under section 363(b) based upon a finding that the engagement satisfies the business-judgment standard, without requiring applicants to meet a separate burden of proof under section 327(a).”). 27. The Debtor submits that the retention of SilverBloom is a sound exercise of the Debtor’s business judgment. Based upon the foregoing, the Debtor submits that the retention of

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SilverBloom on the terms set forth herein and in the Engagement Letter, is essential, appropriate, and in the best interests of the Debtor’s estates, creditors, and other parties in interest and should be granted in these Chapter 11 Case. WAIVER OF BANKRUPTCY RULES 28. To the extent that any aspect of the relief sought herein constitutes a use of property under Bankruptcy Code section 363(b), the Debtor seeks a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the fourteen day stay under Bankruptcy Rule 6004(h), to the extent applicable. See Fed. R. Bankr. P. 6004(a), (h). As described above, the relief that the Debtor seeks in this Application is immediately necessary in order for the Debtor to be able to continue to operate its businesses and preserve the value of its estate. The Debtor respectfully requests that the Court waive the notice requirements imposed by Bankruptcy Rule 6004(a) and the fourteen day stay imposed by Bankruptcy Rule 6004(h), as the exigent nature of the relief sought herein justifies immediate relief. WAIVER OF MEMORANDUM OF LAW 29. The Debtor requests that the Court waive and dispense with the requirement set forth in LBR 7102(b)(2) that any motion filed shall have an accompanying memorandum of law. The legal authorities upon which the Debtor relies are set forth in the Application. Accordingly, the Debtor submits that a waiver of the requirements set forth in LBR 7102(b)(2) is appropriate under the circumstances. NOTICE 30. Notice of the Application has been provided to: (a) the Office of the United States Trustee for the District of New Hampshire; (b) counsel to the New Hampshire Insurance Department; (c) the United States Attorney’s Office for the District of New Hampshire; (d) counsel

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to UMB Bank, as indenture trustee; (e) the Debtor’s twenty (20) largest unsecured creditors; and (f) any party filing a notice of appearance in this Chapter 11 Case. 31. The Debtor submits that, in light of the nature of the relief requested, no further notice of this Application is required. NO PRIOR REQUEST 32. No prior request for the relief sought herein has been made to this Court or any other court.

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WHEREFORE, the Debtor respectfully requests entry of an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and granting such other relief as is just and proper. Dated: September 1, 2021 /s/ Owen R. Graham HINCKLEY, ALLEN & SNYDER LLP Daniel M. Deschenes (Bar No. 14889) Owen R. Graham (Bar No. 266701) 650 Elm Street Manchester, New Hampshire 03101 Telephone: (603) 225-4334 Facsimile: (603) 224-8350 ddeschenes@hinckleyallen.com -and- Jennifer V. Doran (Admitted Pro Hac Vice) 28 State Street Boston, Massachusetts 02109 Telephone: (617) 345-9000 Facsimile: (617) 345-9020 jdoran@hinckleyallen.com -and- POLSINELLI PC Jeremy R. Johnson (Admitted Pro Hac Vice) Stephen J. Astringer (Admitted Pro Hac Vice) 600 Third Avenue, 42nd Floor New York, New York 10016 Telephone: (212) 684-0199 Facsimile: (212) 684-0197 jeremy.johnson@polsinelli.com sastringer@polsinelli.com Proposed Counsel to the Debtor and Debtor in Possession

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Exhibit A Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEW HAMPSHIRE In re: ) Chapter 11 ) Prospect-Woodward Home, ) Case No. 21-10523 (BAH) ) Debtor. 1 ) Re: Docket No. _____ ) ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF SILVERBLOOM CONSULTING, LLC TO PROVIDE CONSULTING SERVICES NUNC PRO TUNC TO THE PETITION DATE Upon the Ex Parte Application of the Debtor for Entry of an Order Authorizing the Retention and Employment of Silverbloom Consulting to Provide Consulting Services Nunc Pro Tunc to the Petition Date (the “Application)2 of the Debtor for entry of an order (this “Order”) to continue the employment and retention of SilverBloom Consulting, LLC (“SilverBloom”) to provide consulting services nunc pro tunc to the Petition Date on the terms set forth in the engagement letter (the “Engagement Letter”); the Court having reviewed the Application, Spencer Declaration, and the First Day Declaration; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and §§ 1334(b); and the Court having found that this matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and the Court having found that venue of this proceeding and the Application in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and the Court having determined that the relief requested in the Application is in the best interests of the Debtor, the estate, creditors, and other parties in interest; and it appearing that proper and adequate notice of the Application has been given and that no other or further notice is necessary; 1 The last four digits of the Debtor’s federal taxpayer identification are 2146. The address of the Debtor’s headquarters is 95 Wyman Road, Keene, New Hampshire 03431. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Application.

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and upon the record herein; and after due deliberation thereon; and good and sufficient cause appearing therefore, it is hereby ORDERED, ADJUDGED, AND DECREED THAT: 1. The Application is GRANTED as set forth herein. 2. The Debtor is authorized to retain SilverBloom under the terms of the Engagement Letter, subject to the following terms: a. SilverBloom and its affiliates shall not act in any other capacity in connection with the Chapter 11 Case. b. In the event the Debtor seeks to have SilverBloom personnel assume executive officer positions that are different than the positions disclosed in the Application, or to materially change the terms of the engagement by either (i) modifying the functions of personnel, (ii) adding new executive officers, or (iii) altering or expanding the scope of the engagement, a motion to modify the retention shall be filed. c. SilverBloom will file with the Court, with counsel to counsel to the Bond Trustee, the U.S. Trustee, and counsel to any committee appointed in the Chapter Case (collectively, the “Notice Parties”) an activities and expense report for the previous month (the “Staffing Report”). Such Staffing Report shall include the activities performed by Mr. Spencer and Ms. Azzolina for the prior month and itemize the expenses incurred for the relevant period. All staffing shall be subject to review by the Court in the event an objection is filed. d. No principal, employee or independent contractor of SilverBloom and its affiliates shall serve as a director of any of the above-captioned Debtor during the pendency of the Chapter 11 Case. e. SilverBloom shall file with the Court, and provide notice to the Notice Parties, reports of compensation earned and expenses incurred on a monthly basis, which may be consolidated with its Staffing Report. Such reports shall contain summary charts which describe the services provided, identify the compensation earned by each executive officer and staff employee provided, and itemize the expenses incurred. All compensation shall be subject to review by the Court in the event an objection is filed. Notwithstanding the requirements of paragraph (e) above, the Debtor is authorized, but not directed, to pay, in the ordinary course of business, all amounts invoiced by SilverBloom for fees and expenses incurred in connection with SilverBloom’s retention.

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f. For a period of three years after the conclusion of the engagement, neither SilverBloom nor any of its affiliates shall make any investments in the Debtor or the Reorganized Debtor. g. SilverBloom shall disclose any and all facts that may have a bearing on whether SilverBloom, its affiliates, and/or any individuals working on the engagement have any interest materially adverse to the interests of the Debtor’s estates or of any class of creditors, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. The obligation to disclose identified in this subparagraph is a continuing obligation. 3. Notwithstanding anything to the contrary in the Application, the Engagement Letter or the Spencer Declaration, the reimbursement provisions allowing for reimbursement of fees and expenses incurred in connection with participating in, preparing for, or responding to any action, claim, suit, or proceeding brought by or against any party that relates to the services provided under the Engagement Letter and fees for defending any objection to SilverBloom’s fee applications or requests under the Bankruptcy Code are not approved pending further order of the Court. 4. All payments made pursuant to this Order shall be subject to any interim or final order entered by the Court governing the Debtor’s right to the use the Bond Trustee’s cash collateral, including the budget attached thereto. 5. The Debtor is authorized to take all actions it deems necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 6. Notwithstanding any Bankruptcy Rule that might otherwise delay the effectiveness of this Order, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry.

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7. This Court shall retain jurisdiction over any and all matters arising from the interpretation, implementation, or enforcement of this Order. Dated: __________________________, 2021 Bruce A. Harwood Chief Bankruptcy Judge

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Exhibit B Spencer Declaration

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF NEW HAMPSHIRE In re: ) Chapter 11 ) The Prospect-Woodward Home, ) Case No. 21-10523 (BAH) ) Debtor.1 ) ) DECLARATION OF JAMIE SPENCER IN SUPPORT OF THE EX PARTE APPLICATION OF THE DEBTOR FOR ENTRY OF AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF SILVERBLOOM CONSULTING TO PROVIDE CONSULTING SERVICES NUNC PRO TUNC TO THE PETITION DATE I, Jamie Spencer, make this declaration (“Declaration”) pursuant to 28 U.S.C. § 1746 and state: 1. I am the President of SilverBloom Consulting (“SilverBloom). This Declaration is made in support of the Ex Parte Application of the Debtor for Entry of an Order Authorizing the Retention and Employment of Silverbloom Consulting to Provide Consulting Services Nunc Pro Tunc to the Petition Date (the “Application”). 2 2. SilverBloom is an aging services advisory firm which specializes in providing financial modeling, ad-hoc financial projection, accounting, and interim CFO/controller services. 3. I have more than 15 years of experience in finance and accounting, with 10 years specializing in senior living. I have assisted continuing care retirement communities, skilled nursing facilities, and other senior living companies with enhancements to their financial and operational systems as well as provided management and oversight of their financial statements 1 The last four digits of the Debtor’s federal taxpayer identification are 2146. The address of the Debtor’s headquarters is 95 Wyman Road, Keene, New Hampshire 03431 2 Capitalized terms used but not otherwise defined in this Declaration shall have the meanings ascribed to them in the Application.

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and internal controls in accordance with regulatory requirements. I have extensive experience with budgeting, forecasting, and cash flow management. I. Scope of Services 4. Subject to approval by the Court, the Debtor proposes to retain SilverBloom to provide the services of Katarzyna Azzolina and me on the terms and conditions set forth in the Engagement Letter except as otherwise explicitly set forth herein or in any order granting this Application. 5. Among other things, SilverBloom shall: a. Provide interim CFO and controller functions. Including, but not limited to, overall coordination and management of the finance function including oversight of the onsite accounting coordinator, preparation of month-end close including all reconciliations and reporting, EMMA reporting, interfacing with board and management, budget preparation and management, and risk management. b. Provide accounting functions, including, but not limited to month-end close function including preparation of reconciliations and financial statements. c. Work with OnePoint and the other professionals in the preparation of any necessary court filings, including but not limited to: schedules of assets and liabilities, statements of financial affairs, and monthly operating reports. d. Assist in the preparation of financial information for distribution to parties-in-interest and others, including, but not limited to: cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, projections associated with business plans. e. Assist in the preparation of information and analysis necessary for any motions to be filed in the Chapter 11 proceeding. f. Postpetition vendor relations. II. Professional Compensation and Fees 6. The Debtor proposed to compensate and reimburse SilverBloom for actual, reasonable out-of-pocket and direct expenses incurred in accordance with the Engagement Letter.

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7. Any charges for hourly services provided by SilverBloom in connection with the Engagement Letter will be made at SilverBloom's agreed upon and customary hourly rates, as set forth in the following schedule: Role Hourly Rate Jamie Spencer, CPA/MBA $225 Katarzyna Azzolina, MBA $60 8. Prior to the Petition Date, SilverBloom received payments in the aggregate amount of $86,518.32 on account of the aggregate fees and expenses for services provided to the Debtor (exclusive of retainers) in the ninety days prior to the Petition Date. Additionally, SilverBloom received an advanced payment of a $50,000 retainer (the “Retainer”) from the Debtor to be applied to postpetition fees and expenses rendered in the Chapter 11 Case. III. Indemnification 9. As a material part of the consideration for which SilverBloom has agreed to provide the services described herein, the Debtor has agreed to indemnify SilverBloom as set forth in the Engagement Letter. The Debtor requests that it be permitted to indemnify SilverBloom for any acts by SilverBloom connection with the services performed. IV. Disinterestedness 10. SilverBloom has requested and obtained a list of interested parties in the Chapter 11 Case (the “Potential Parties in Interest”). The list of Potential Parties in Interest is attached hereto as Exhibit 2. I have determined that no known relationships exist with the Potential Parties in Interest. 11. By reason of the foregoing, I believe SilverBloom is eligible for retention by the Debtors pursuant to Bankruptcy Code sections 105(a) and 363(b) and the applicable Bankruptcy Rules and Local Rules.

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12. To the extent SilverBloom discovers any facts bearing on the matters described herein during the period of SilverBloom’s retention, SilverBloom undertakes to amend and supplement the information contained in this Declaration to disclose such facts. 13. I am generally familiar with the Bankruptcy Code and the Bankruptcy Rules, and SilverBloom will comply with them, subject to the Orders of this Court. I certify under penalty of perjury under the laws of the United States that, to the best of my knowledge and after reasonable inquiry, the foregoing is true and correct. Executed this 1st day of September, 2021 /s/ Jamie Spencer Keene, New Hampshire Jamie Spencer

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Exhibit 1 Engagement Letter

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January 21, 2021 he Prospect – Woodward Home, Inc. /b/a Hillside Village /o Toby Shea, Chief Restructuring Officer 5 Wyman Road eene, NH 03431 RE: Consulting Services Letter Agreement ear Toby: This consulting services letter agreement will confirm that SILVERBLOOM CONSULTING, LLC, a Pennsylvanimited liability company with an address of 1276 Monroe Avenue, Wyomissing, Pennsylvania 19610 (“SilverBloom”) anHE PROSPECT – WOODWARD HOME, INC., d/b/a HILLSIDE VILLAGE, a New Hampshire Corporation with address of 95 Wyman Road, Keene, NH 03431(“Client”) (SilverBloom and Client are sometimes referred to hereidividually as a “Party” and collectively as the “Parties”) hereby agree to the following terms and conditions regardinlient’s engagement of SilverBloom (collectively, the “Agreement”): 1. STATEMENT OF LEGAL RELATIONSHIP; NON-EXCLUSIVITY. SilverBloom is and shall be an independent contractnd not an employee, agent, representative, affiliate, partner or joint venturer of Client. This Agreement is not exclusive a either Party, and SilverBloom shall be free to perform similar services for other clients. 2. SCOPE OF SERVICES. SilverBloom shall perform for Client the services specified in the Statement of Work markexhibit “A” which is attached hereto and incorporated herein by reference (the “SOW”), as the same may be amendend/or modified from time to time in an agreement signed by both Parties (collectively, the “Services”). 3. FEES. a. Basis of Billing; Estimates. Client agrees to pay SilverBloom for the Services the amounts more fully srth in the SOW (the “Fees”). Any estimates made by SilverBloom to Client regarding the Fees for Services shall be mad good faith but shall not constitute a “fixed fee” between the Parties, unless, such amount is included in the SOW anesignated as “Fixed Fee.” b. Method of Billing; Payment Terms. SilverBloom will invoice Client periodically as set forth in the SOll invoices shall be paid by Client to SilverBloom within thirty (30) days of the invoice date except as otherwise set fort the SOW. Payments shall be made to SilverBloom at the address set forth in the introductory paragraph above. c. Late Payments. Amounts that remain unpaid by Client after they become due shall be subject to a monthlnance charge of 1.5% which shall be added to the Fees due and owing hereunder. Additionally, in such event, SilverBlooserves the right to cease providing the Services until all amounts due are paid in full. d. Reimbursable Expenses. SilverBloom shall be reimbursed by Client for all reasonable out-of-pockxpenses incurred by SilverBloom in connection with rendering the Services under this Agreement such as travel, lodginubsistence, supplies, copies, shipping and for other expenses specifically set forth under the SOW (the “Reimbursablxpenses”). Client shall reimburse SilverBloom for such Reimbursable Expenses within thirty (30) days of Client’s receif documentation evidencing the Reimbursable Expenses being claimed hereunder. 4. TERM; TERMINATION. The Term of the Agreement shall be as set forth in the SOW; provided, howeve

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/o Toby Shea, CFA anuary 21, 2021 age 2 nd this Agreement) by providing SilverBloom with five (5) days’ written notice to that effect. SilverBloom shall have right to immediately terminate the Services (and this Agreement) by providing Client with written notice to that effe (a) Client fails to cooperate with SilverBloom’s reasonable requests, (b) Client fails to timely make payments of the Feer (c) SilverBloom determines, in its reasonable discretion, that to continue providing the Services would be unethical opractical. Upon termination, SilverBloom will release Client’s file upon payment of SilverBloom’s final invoicotwithstanding the foregoing to the contrary, the SOW and paragraphs 3, 6, 7, 11, 12, 13 and 14 of this Agreement, shaurvive the termination of this Agreement. 5. CLIENT INFORMATION. To enable SilverBloom to render Services hereunder, Client shall provide SilverBloom wite requested items, information and/or documentation (collectively, the “Client Information”) set forth under the SOW anuch additional Client Information as SilverBloom may request from time to time. SilverBloom shall not be liable fpresentations, expressed or implied, contained in, or omitted from, any information, written or oral, transmitted by Clier Client’s agents or representatives including, but not limited to, the Client Information. Client recognizes and confirmat SilverBloom (a) will be using and relying on the Client Information and information available from generallcognized public sources in performing the Services without having independently verified such information, (b) does nssume responsibility for the accuracy or completeness of such information and (c) makes and will make no representatioat the Client Information will be materially complete and/or correct. 6. OWNERSHIP OF PREPARED DOCUMENTS. All documents, including reports, spreadsheets, models and electroniersions thereof (including, but not limited to, the Deliverables (defined below)), furnished by SilverBloom to Client undis Agreement (“Prepared Documents”) shall be the property of Client subject to the following: (a) SilverBloom shall bntitled to keep copies of the Prepared Documents; (b) SilverBloom shall have the right to use the intellectual propertontained in the Prepared Documents, if any; (c) all proprietary information of SilverBloom, including but not limited trmulae, calculations, standards and computer programs used in the preparation of the Prepared Documents, shall remaie property of SilverBloom; (d) the Prepared Documents are not be reused or distributed by Client to any third party withoe express written consent of SilverBloom; and (e) Client shall not modify the Prepared Documents nor utilize the Prepareocuments for any purpose other than the specific purpose for which the Prepared Documents were intended and prepare the event that Client modifies, adapts, reuses, utilizes or distributes the Prepared Documents without the express writteonsent of SilverBloom, Client shall indemnify and hold harmless SilverBloom from and against any losses, costs, expensencluding reasonable attorneys’ fees), damages and judgments arising from any claim related to Client’s unauthorizeodification, adaptation, reuse, utilization and/or distribution of the Prepared Documents. SilverBloom may charge Clier the time expended to consent, verify and/or adapt the Prepared Documents to be reused or distributed at SilverBloom’ourly rate set forth in the SOW. 7. CONFIDENTIAL INFORMATION. SilverBloom understands and acknowledges that it will have access to Client’onfidential information and that SilverBloom has a duty not to disclose such information or permit such information to bisclosed to any other person, firm, entity or other third party during the Term of this Agreement or at any time thereaftxcept (a) as may be required by law or (b) as may be reasonably necessary, in SilverBloom’s discretion, to perforilverBloom’s Services. 8. CLIENT MANAGEMENT RESPONSIBILITIES. Client is responsible for management decisions and functions and fesignating an individual(s) with suitable skill, knowledge and/or expertise to oversee the Services provided bilverBloom. Client is responsible for establishing and maintaining internal controls, including monitoring ongoinctivities related to the Services, as well as supplementing the Client Information to the extent such activities and/formation are material to the Services provided by SilverBloom hereunder. 9. MANAGEMENT ASSUMPTIONS. Although SilverBloom will work with Client in developing assumptions to be usey SilverBloom in conjunction with the Services provided hereunder, Client is responsible for confirming that SilverBloo able to rely on such assumptions as a baseline for SilverBloom’s models and/or projections provided hereunde

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/o Toby Shea, CFA anuary 21, 2021 age 3 hereafter, it is Client’s responsibility to achieve the assumptions previously confirmed by Client and relied upon bilverBloom. Client understands that even if the assumptions were to occur, there will usually be differences between throjected and actual results because events and circumstances frequently do not occur as expected, and those differenceay be material. 10. EFFORTS IN CLIENT’S BEHALF. SilverBloom will strive to complete the Services in an efficient manner and at a fand reasonable cost. To assist SilverBloom, Client shall make every effort to keep SilverBloom apprised of any changes evelopments to the extent such changes and/or developments are material to the Services provided by SilverBlooereunder. 11. REPRESENTATIONS AND WARRANTIES. SilverBloom represents and warrants to Client that SilverBloom wierform all Services in accordance with generally accepted standards. SilverBloom makes no representation or warrantxpress or implied, in relation to the fairness, accuracy, correctness, completeness or reliability of the information, opinionrojections, models and/or conclusions presented by SilverBloom during the Term and with respect to the Services providender this Agreement (collectively, the “Deliverables”). All Deliverables apply only as of the date delivered to Client anre expressly qualified due to inherent uncertainties including, but not limited to, significant business, economic anompetitive risks as well as the accuracy of the assumptions and information used to produce the Deliverables. Cliecknowledges that certain assumptions may not materialize and unanticipated events and circumstances occuonsequently, the actual results achieved by the Client may vary significantly from the Deliverables. SilverBloondertakes no obligation to update or revise the Deliverables to reflect events or circumstances (whether or not anticipateat arise after the completion of a Deliverable. 12. LIMITATION OF LIABILITY. SILVERBLOOM (AS WELL AS SILVERBLOOM’S OFFICERS, MEMBERMPLOYEES, AGENTS AND/OR REPRESENTATIVES) SHALL NOT BE LIABLE TO CLIENT (AS WELL ALIENT’S OFFICERS, MEMBERS, EMPLOYEES, AGENTS AND/OR REPRESENTATIVES) FOR ANY DIRECDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OELATED TO THE SERVICES PROVIDED HEREUNDER INCLUDING, BUT NOT LIMITED TO, LOSS OCOME, PROFIT, BUSINESS OPPORTUNITY OR ANY OTHER TYPE OF DAMAGES WHATSOEVER WHETHEASED ON CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE, WHETHER SOLE OONCURRENT). NOTWITHSTANDING THE FOREGOING, CLIENT’S (AS WELL AS CLIENT’S OFFICEREMBERS, EMPLOYEES, AGENTS AND/OR REPRESENTATIVES) EXCLUSIVE REMEDY FOR ALAMAGES, LOSSES AND CAUSES OF ACTION SHALL NOT EXCEED THE FEES PAID UNDER THIGREEMENT FOR THE SPECIFIC SERVICES TO WHICH THE DAMAGES PURPORTEDLY AROSE (APPOSED TO THE FEES PAID UNDER THIS AGREEMENT GENERALLY). 13. INDEMNIFICATION. Client shall indemnify SilverBloom (including its members) for losses, liabilities and expensencluding reasonable attorneys’ fees) relating to or in connection with the Services provided hereunder or this Agreemeenerally; unless, however, such losses, liabilities and/or expenses are found in a final judgment by a court of competerisdiction to have resulted from SilverBloom’s gross negligence or willful misconduct. 14. MISCELLANEOUS. (a) Entire Agreement; Modification. This Agreement represents the entire and integratenderstanding of the Parties with respect to the subject matter hereof, and may only be modified in a writing signed by botarties. (b) Severability. If any part of this Agreement is found to be unenforceable, the other provisions shall remain fullalid and enforceable. (c) Notice. Any notice required by this Agreement shall either be sent via electronic correspondenco the Parties’ known email address(es)), hand-delivered or sent by registered or certified mail, return receipt requested, te mailing address for each Party set forth in the introductory paragraph above or to such other address as a Party mapecify to the other in writing. (d) Waiver. No waiver by either Party of any of the provisions of this Agreement shall bffective unless the waiver is in writing and signed by the Party waiving such provision. (e) Attorneys’ Fees. Cliehall reimburse SilverBloom all costs of suit and other expenses paid or incurred by SilverBloom (including reasonabl

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/o Toby Shea, CFA anuary 21, 2021 age 4 the other Party for any expenses, loss or damage resulting from delays, disruption, interferences, hindrances, impacts revention of performance arising from causes beyond its reasonable control including by fire, flood, accident, epidemitrikes, civil commotion, governmental or military authority, terrorist acts, insurrection, riots, embargoes or acts of God ublic enemy. In the event of any delay, disruption, interference, hindrance, or impact arising by reason of any of thregoing events, the time for performance shall be extended by a period of time equal to the time lost by reason thereo) Governing Law. This Agreement and the undertakings hereunder and all documents prepared in connection herewithall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (without referenc the principals of conflicts of law). (h) Mediation; Jurisdiction; Waiver of Jury Trial. In the event of any controversy laim arising out of or relating to this Agreement, the Parties hereto shall first attempt to settle the dispute by mediatiodministered through the Berks County Bar Association. If settlement is not reached within sixty (60) days after service written demand for mediation, any unresolved controversy or claim shall be subject to the jurisdiction and venue of thourts of Common Pleas of Berks County, Pennsylvania or the Federal Courts of the Eastern District of PennsylvaniOTWITHSTANDING THE FOREGOING, THE PARTIES VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BURY WITH RESPECT TO ANY AND ALL DISPUTES ARISING HEREUNDER. (i) Assignment; Binding Effect. Thigreement shall not be assigned by either Party hereto without the express written consent of the other Party. To the exteis Agreement is assigned, this Agreement shall be binding upon the Parties hereto and upon their respective heirxecutors, administrators, successors and permitted assigns. (ix) Counterparts. This Agreement may be executed in two ore counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the samstrument. Facsimile or other electronically delivered copies of signature pages to this Agreement shall be treated betweee Parties as original signatures for all purposes. Please confirm your acceptance of the terms and conditions of this Agreement by returning to SilverBloom a signend dated copy of this Agreement (whether delivered by hand, U.S. mail or email at jspencer@silverbloomconsulting.comilverBloom is not able to begin to provide the Services until it is in receipt of: (a) the Retainer; (b) the Client Informationd (c) this signed Agreement and SOW. Please let me know if you have any questions regarding the foregoing. Very truly yours, James M. Spencer, MBA, CPA President & Founder of SilverBloom Consulting, LLC ACKNOWLEDGMENT I, the undersigned, am an authorized representative of Client and, acting in such capacity, and on behalf of Client, accept angree to the terms and conditions set forth in the foregoing Agreement including the corresponding SOW. THE PROSPECT – WOODWARD HOME, INC. CCEPTANCE DATE: __1/21/21____________ BY: ________________________________ NAME: TOBY SHEA TITLE: CHIEF RESTRUCTURING OFFICER EMAIL: tshea@onepoint-partners.com

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EXHIBIT “A” STATEMENT OF WORK THIS STATEMENT OF WORK (“SOW”) is a part of the Consulting Services Letter Agreement (“Agreement”) dated January 21, 2021 by and between SILVERBLOOM CONSULTING, LLC (“SilverBloom”) and THE PROSPCT – WOODWARD HOME, INC. (“Client”). Capitalized terms in this SOW shall have the meanings set forth in the Agreement unless another definition is set forth in this SOW. 1. TERM: The Term of this engagement is set to begin on January 1, 2021 (“Commencement Date”) and continue thereafter, with an estimated date of completion of 12-24 months following the Commencement Date (collectively, the “Term”). The Commencement Date is contingent upon SilverBloom’s receipt of: (a) the Retainer; (b) the Client Information; and (c) the fully executed Agreement and this SOW. 2. LOCATION OF SERVICES TO BE PERFORMED: Services will be performed both onsite at location of the Client and virtually at SilverBloom’s office in Pennsylvania or other various locations from time to time. 3. DESCRIPTION OF SERVICES (COLLECTIVELY, THE “SERVICES”): SilverBloom is being engaged to support Toby Shea iguiding Hillside Village Keane (“HVK”) through a Chapter 11 bankruptcy filing and provide Interim CFO and Controllefunctions. It is SilverBloom’s understanding that OnePoint Partners, LLC will serve as Chief Restructuring Officer to HVKSilverBloom will assist OnePoint Partners, LLC with tasks as requested including, but not limited to, preparation for filinfor Chapter 11 bankruptcy, preparation of court documents, analysis of cash flows, management of the bankruptcy estate,vendor relations post-petition, etc., as it relates to bankruptcy filing/management. SilverBloom will also provide financialeadership that will replace the outgoing Accounting Director role, as there has been a resignation in that position. Taskswill include, but not be limited to, overall coordination and management of the finance function including oversight of theonsite accounting coordinator, preparation of month-end close including all reconciliations and reporting, EMMA reportinginterfacing with board and management, budget preparation and management, and risk management. SilverBloom will nobe limited to the tasks set forth above and is prepared to assist wherever needed to facilitate a smooth process managing intand through bankruptcy. 4. DOCUMENTS, INFORMATION, ETC. PROVIDED BY CLIENT TO SILVERBLOOM (“CLIENT INFORMATION”): Documents will be requested on an as-needed basis as the project develops. 5. PROJECT FEES; REIMBURSABLE EXPENSES; PAYMENT TERMS: a. Project Fees. SilverBloom will charge Client for the Services as follows: Time and Materials. SilverBloom will charge Client hourly rates as outlined below. The materials utilized by SilverBloom in rendering the Services hereunder shall be charged to Client using SilverBloom’s cost for such materials. • Jamie Spencer, CPA/MBA: $225/hour Jamie will be responsible for oversight of the finance department and management of the accounting and finance function. Jamie will also be the lead on bankruptcy matters and will be client facing with the board and other stakeholders. • Katarzyna Azzolina, MBA: $60/hour Kasia will be responsible for managing the accounting function with a primary focus on the month-end close function including preparation of reconciliations and financial statements. Jamie will be responsible for reviewing and validating the work of Kasia. b. Reimbursable Expenses. In addition to the Reimbursable Expenses set forth in the Agreement, Client shall also reimburse SilverBloom for the following expenses: No additional expenses.

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c/o Toby Shea, CFA January 21, 2021 Page 6 c. Payment Terms. The following payment terms shall apply to the Services provided under the Agreement: ▪ Time and Materials Engagement Retainer: $0 due on N/A - waived (“Retainer”) Typical Billing Cycle: Every 30 days * Any other payment or reimbursement not otherwise accounted for above, shall be paid by Client to SilverBloom within 30 days of the invoice date or request for reimbursement as the case may be. AGREED TO AND ACKNOWLEDGED BY: SILVERBLOOM CONSULTING, LLC THE PROSPECT – WOODWARD HOME, INC. BY: ___________________________ BY: ____________________________ JAMES M. SPENCER, PRESIDENT NAME: TOBY SHEA TITLE: CHIEF RESTRUCTURING OFFICER

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Exhibit 2 Potential Parties in Interest

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In re The Prospect-Woodward Home Potential Parties in Interest Debtor The Prospect-Woodward Home Banks / Lenders Cambridge Trust People’s United Bank Savings Bank of Walpole TMI Trust Company UMB Bank, National Association Bankruptcy and Ordinary Course Professionals ACcommunication Partners BCM Environmental & Land Law Donlin, Recano & Company, Inc. Grandbridge Real Estate Capital Hinckley, Allen & Snyder LLP OnePoint Partners Polsinelli PC Silverbloom Consulting, LLC Wipfli LLP Stalking Horse Covenant Living Services Significant Creditors / Vendors Arthur J Gallagher Risk Management Services Ascentium Capital LLC Atkins Callahan Attane Dartmouth-Hitchcock Dole & Bailey Inc GDS Landmark Group Harvard Pilgrim Health Care Inc Howard Printing, Inc. Life Care Services LLC Life Care Companies LLC Neil R. Ackley Reinhart Food Service Simpson Gumpertz & Heger Inc Single Digits Inc

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Sysco Boston LLC The Home Depot Pro Directors and Officers Anne Meddaugh Belinda Oster David Doll Gary Shaprio Greg McConahey Jane Warner Jay Eason Jeanie Sy Kendall Lane Kimball Temple Nancy Crawford Nancy Thompson Rand Burnett Rob Harris Insurance Companies Affiliated FM Insurance Co. Federal Insurance Co. Hiscox Ironshore Lloyd’s of London RSUI/Landmark Zurich Utilities Ascentium Capital City of Keene Consolidated Communications, Inc. Direct Energy First Light Fiber PSNH - Eversource Single Digits, Inc. Suburban Propane U.S. Cellular Waste Management Corporate Services, Inc. Government, Regulatory, and Taxing Authorities City of Keene Department of Justice Department of the Treasury

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Internal Revenue Service New Hampshire Attorney General’s Office New Hampshire Board of Barbering, Cosmetology and Esthetics New Hampshire Commissioner of Insurance New Hampshire Department of Environmental Services New Hampshire Department of Health and Human Services New Hampshire Director of Charitable Trusts New Hampshire Liquor Commission New Hampshire Probate Court New Hampshire Secretary of State Litigation Counterparties American Builders and Contractors Supply Co. Builders Installed Products of VT, LLC Denron Plumbing & HVAC, LLC Hampshire Fire Protection Co., LLC Installed Building Products, LLC J.N.R. Gutters, Inc. John Pratt MacMillin Company, LLC Metro Walls, Inc. Nancy W. and Bruce L. Montgomery Pro Stock Kitchens LLC Schindler Elevator Corporation Wallace Building Products Corporation Wayne J. Griffin Electric, Inc. New Hampshire Bankruptcy Judges Chief Judge Bruce A. Harwood Judge Peter G. Cary, sitting by designation Judge Michael A. Fagone, sitting by designation Judge Christopher J. Panos, sitting by designation U.S. Trustees Office William K. Harrington Gary Donahue Kimberly Bacher Tracy L. Bryant Carmen Davis Ann Dirsa Maureen A. Juliano Brian Tierney Benefit Providers

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ADP, LLC Colonial Life Delta Dental ESI Employee Assistance Group Harvard Pilgrim Health Care Kronos Mutual of Omaha Oracle HCM Principal Financial Group, Inc. The Richards Group

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