Exhibit 99.1

NOTE

The unpaid Principal of this Note (the “Note”) shall not bear interest.

The Principal balance shall be paid upon the closing of the sale of the Riverchase Facility. All capitalized but undefined terms used in this paragraph shall have the meanings set forth in that certain Agreement dated as of February 28, 2014, as amended, between Christopher F. Brogdon and his affiliated entities, on the one hand, and AdCare and its affiliated entities, on the other hand.

Riverchase acknowledges and agrees that all amounts due under this Note are due and payable as stated herein, and AdCare has no obligation to renew or extend this Note.

ADDITIONAL COVENANTS:

1. Default .

a. Each of the following shall be a default (“Default”) under this Note:

(a) failure of Riverchase to pay any amount due hereunder, or any part hereof, or any extension or renewal hereof, within five (5) days of the due date; or

(b) Riverchase's failure to perform or comply with any of the covenants or agreements contained herein.

b. If this Note is placed in the hands of one or more attorneys for collection or in the hands of one or more attorneys for representation of AdCare in connection with any bankruptcy, probate or other court or by any other legal proceedings, Riverchase shall pay the fees and expenses of such attorneys in addition to the full amount due hereon, whether or not litigation is commenced.

c. In the event ( i ) that there occurs any Default hereunder; or ( ii ) that Riverchase shall become insolvent or make an assignment for the benefit of its creditors; or ( iii ) that a petition is filed or any other proceeding is commenced under the Federal Bankruptcy Act or any state insolvency statute by or against Riverchase; or ( iv ) that a receiver or similar person is appointed for Riverchase; then, in any such event, the entire unpaid Principal balance due hereon and all accrued interest at the option of the holder hereof shall become immediately due and payable without any notice or demand. Failure to exercise this option shall not constitute a waiver of the right to exercise the same in the event of any subsequent Default.

2. Prepayment . Riverchase may prepay this Note at any time without premium or penalty.

3. Waivers by Riverchase and Others . Riverchase and all endorsers, sureties and guarantors hereof hereby severally waive presentment for payment, notice of non-payment, protest, and notice of protest, and diligence in enforcing payment hereof, and consent that the time of payment may be extended without notice. The makers, endorsers, guarantors, and sureties executing this Note also waive any and all defenses which they may have upon the ground of any extension of time of payment which may be given by the holder of this indebtedness to any of the undersigned, or to any other person assuming payment hereof.

4. Amendments, Modifications and Waiver . No amendment, modification or waiver of any provision of this Note, nor consent to any departure by Riverchase therefrom, shall be effective unless the same shall be in a writing signed by AdCare, and then only in the specific instance and for the purpose for which given. No failure or delay on the part of AdCare to exercise any right under this Note shall operate as a waiver thereof, nor shall any single or partial exercise by AdCare of any right under this Note preclude any other or further exercise thereof, or the exercise of any other right. Each and every right granted to AdCare under this Note or allowed to it at law or in equity shall be deemed cumulative and such remedies may be exercised from time to time concurrently or consecutively at AdCare's option.

5. Payment . All payments due under this Note shall be paid to AdCare at such place as AdCare may direct. Whenever a payment is due on a day other than a business day (all days except Saturday, Sunday and legal holidays under federal or Georgia law), the maturity thereof shall be extended to the next succeeding business day. If any amount due hereunder is not paid within ten (10) days of the date when due, Riverchase agrees to pay an administrative and late charge equal to the lesser of (a) five percent (5%) on and in addition to the amount of such overdue amount, or (b) the maximum charges allowable under applicable law.

6. Notices . All notices or other communications required or otherwise given pursuant to this Note shall be in writing and shall be delivered by hand delivery or nationally recognized overnight courier to the following addresses:

7. Paragraph Headings .      Paragraph headings are inserted for convenience of reference only, do not form part of this Note and shall be disregarded for purposes of the interpretation of the terms of this Note.

8. Time of Essence . Time is of the essence with respect to each and every covenant and

obligation of Riverchase under this Note.

9. Governing Law . THIS NOTE SHALL BE      GOVERNED      BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, RIVERCHASE HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIMS TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE.

[Signature on Following Page]

IN WITNESS WHEREOF , Riverchase has executed this Note as of the date first written above.

Exhibit 99.2

SECOND AMENDED AND RESTATED NOTE

                        

FOR VALUE RECEIVED, the undersigned, CHRISTOPHER      F. BROGDON ("Brogdon"), promises to pay to the order of ADCARE HEALTH SYSTEMS, INC., a Georgia corporation ("AdCare"), the principal sum of TWO HUNDRED SIXTY-EIGHT THOUSAND SIX HUNDRED SIXTY-THREE AND 00/100 DOLLARS ($268,663.00) (the "Principal").

The unpaid Principal of this Note (the "Note") shall not bear interest except as set forth in the immediately following sentence. If any payment required under this Note is not made within five (5) days of the due date, interest on the outstanding Principal balance shall accrue as of March 1, 2014 at the rate of ten percent (1 0%) per annum.

The Principal balance plus accrued interest (if any) shall be due and payable as follows:

(i) Commencing on December 1, 2014 and continuing on the first day of each month thereafter the Principal amount of the $268,663.00 (representing the aggregate amount of the Outstanding Obligations due under the Agreement) shall be due and payable in five (5) equal monthly Principal payments of $53,732.60 each plus accrued interest (if any). The unpaid Principal amount of the Outstanding Obligations, together with all accrued and unpaid interest (if any), shall be due and payable on March 31, 2015.

Notwithstanding any provision hereof, the Principal balance, plus accrued interest (if any), shall be paid upon the closing of the sale of the Riverchase Facility to the extent of Net Sales Proceeds from such sale. If Net Proceeds from such sale are not sufficient to pay the Principal balance plus accrued interest (if any) in full, the remaining outstanding Principal balance shall be due and payable on the terms set forth in the immediately preceding paragraph. All capitalized but undefined terms used in this paragraph shall have the meanings set forth in that certain Agreement dated as of February 28, 2014, as amended to date, between Brogdon and his affiliated entities, on the one hand, and AdCare and its affiliated entities, on the other hand.

Brogdon acknowledges and agrees that all amounts due under this Note are due and payable as stated herein, and AdCare has no obligation to renew or extend this Note. The books and records of AdCare shall constitute prima facie evidence of all matters with respect to the amounts due hereunder. Payments shall be applied first to interest and then to Principal.

This Second Amended and Restated Note supersedes and replaces that certain Amended and Restated Note dated May 15,2014 in the principal amount of $615,986.00.

ADDITIONAL COVENANTS:

1.     Default .

a. Each the following shall be a default ("Default") under this Note:

(a) failure of Brogdon to pay any amount due hereunder, or any part hereof, or any extension or renewal hereof, within five (5) days of the due date; or

(b) Brogdon's failure to perform or comply with any of the covenants or agreements contained herein.

b. If this Note is placed in the hands of one or more attorneys for collection or in the hands of one or more attorneys for representation of AdCare in connection with any bankruptcy, or other court or by any other legal proceedings, Brogdon shall pay the fees and expenses of such attorneys in addition to the full amount due hereon, whether or not litigation is commenced.

c. In the event (i) that there occurs any Default hereunder; or (ii) that Brogdon become insolvent or make an assignment for the benefit of his creditors; or (iii) that a petition is filed or any other proceeding is commenced under the Federal Bankruptcy Act or any state insolvency statute by or against Brogdon; or (iv) that a receiver or similar person is appointed for Brogdon; then, in any such event, the entire unpaid Principal balance due hereon and all accrued interest at the option of the holder hereof shall become immediately due and payable without any notice or demand. Failure to exercise this option shall not constitute a waiver of the right to exercise the same the event of any subsequent Default.

2.      Prepayment .    Brogdon may prepay this Note at any time without premium or

penalty.

3.      Waivers by Brogdon and Others . Brogdon and all endorsers, sureties and guarantors hereof hereby severally waive presentment for payment, notice nonpayment, protest, and notice of protest, and diligence in enforcing payment hereof, and consent that the time of payment may be extended without notice. The makers, endorsers, guarantors, and sureties executing this Note also waive any and all defenses which they may have upon the ground of any extension of time of payment which may be given the holder of this indebtedness to any of the undersigned, or to any other person assuming payment hereof.

4.      Amendments, Modifications and Waiver . No amendment, modification or waiver of any provision of this Note, nor consent to any departure by Brogdon therefrom, shall be effective the same shall be in a writing signed by AdCare, and then only in the instance and for purpose which given. No failure or delay on the part of AdCare to any right under this Note shall operate as a waiver thereof, nor shall any single or partial exercise by AdCare of any right under this Note preclude any other or further exercise thereof, or the exercise of any other right. Each and every right granted to AdCare under this Note or allowed to it at law or in equity shall be deemed cumulative and such remedies may be exercised from time to time concurrently or consecutively at AdCare's option.

5.     Payment . All payments due under this Note shall be paid to AdCare at such place as AdCare may direct. Whenever a payment is due on a day other than a business day (all days except Saturday, Sunday and legal holidays under federal or Georgia law), the maturity thereof shall extended to the next succeeding business day. If any amount due hereunder is not paid within ten (10) days of the date when due, Brogdon agrees to pay an administrative and late charge equal to the lesser of (a) five percent (5%) on and in addition to the amount of such overdue amount, or (b) the maximum charges allowable under applicable law.

6.      Notices . All notices or other communications required or otherwise given pursuant to this Note shall be in writing and shall be delivered by hand delivery or nationally recognized overnight courier to the following addresses:

7.      Usury Limitation . Notwithstanding anything to the contrary contained herein, at no time shall Brogdon be obligated to pay interest on this Note at a rate which would subject AdCare to either civil or criminal liability because such rate exceeds the maximum interest rate permnitted under applicable legal requirements. If the terms of this Note would otherwise require Brogdon to pay interest on the loan at a rate in excess of such maximum rate, the rate of interest on the loan shall immediately be reduced to such maximum rate, the interest payable on the loan shall be computed at such maximum rate, and all prior payments of interest in excess of such maximum rate shall be applied as payments in reduction of principal. If such excessive interest exceeds the amount owing to AdCare, then AdCare shall refund any such excess to Brogdon. All sums paid or agreed to be paid to AdCare in connection with the loan which are, under applicable legal requirements, characterized as interest, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term of the loan until paid in full so that the actual rate of interest on the loan is uniform throughout the term of the loan.

8.      Paragraph Headings . Paragraph headings are inserted for convenience of reference only, do not form part of this Note and shall be disregarded for purposes of the interpretation of the terms of this Note.

9.      Time of Essence . Time is of the essence with respect to each and every covenant and obligation of Brogdon under this Note.

10.      Governing Law . THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BROGDON HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIMS TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE.

[Signature on Following Page]

IN WITNESS WHEREOF , Brogdon has executed this Note as of the date first written above.

Exhibit 99.3

SECOND AMENDMENT

THIS SECOND AMENDMENT (this “Amendment”) is made and entered into as of the 10th day of October, 2014 (the “Effective Date”) by and among the entities listed on the signature page hereto as the “ Brogdon Entities ”, CHRISTOPHER F. BROGDON , in his individual capacity ( “Brogdon” ), ADCARE OKLAHOMA MANAGEMENT, LLC, a Georgia limited liability company ( “ADK Oklahoma” ), ADCARE ADMINISTRATIVE SERVICES , LLC , a Georgia limited liability company ( “ADK Admin” ), ADCARE HEALTH SYSTEMS, INC. , a Georgia corporation ( “ADK” ), and HEARTH & HOME OF OHIO, INC. , an Ohio corporation ( “Hearth & Home” ) (hereinafter ADK Oklahoma, ADK Admin, ADK and Hearth & Home are sometimes collectively referred to as the “ADK Entities” ).

W I T N E S S E T H:

WHEREAS, the Brogdon Entities and Brogdon on one hand and the ADK Entities on the other hand entered into that certain Agreement dated as of February 28, 2014 as amended by that certain Amendment (the “ First Amendment ”) dated as of May 15, 2014 (as amended, the “ Agreement ”); and

WHEREAS , concurrently with the execution of the First Amendment, Brogdon executed in favor of ADK an amended and restated promissory note in the principal amount of$615,986.00 (the “ Note ”), which Note superseded and replaced that certain promissory note dated February 28, 2014 in the principal amount of $523,663.00; and

WHEREAS , Riverchase Village ADK, LLC, a Georgia limited liability company owned by Brogdon (“ Riverchase ”), owns that certain assisted living facility located at 1851 Data Drive, Hoover, Alabama 35244 (the “ Riverchase Facility ”) and owes a principal payment in the amount of $85,000.00 (the “ Principal Obligation ”) with respect to those certain $520,000.00 The Medical Clinic Board of the City of Hoover First Mortgage Healthcare Facility Revenue Bonds (Riverchase Village ADK, LLC Project, Taxable Series 2010B) (the “ Series B Bonds ”); and

WHEREAS , ADK is a guarantor of Riverchase’s obligations with respect to the Series B Bonds and in order to preserve ADK’s interest in the sale of the Riverchase Facility as contemplated by the Agreement, ADK has paid and satisfied the Principal Obligation; and

WHERERAS , pursuant to that certain Consulting Agreement dated as of December 31, 2012, as amended by Amendment dated as of December 31, 2012, between Brogdon and ADK (the “ Consulting Agreement ”), the parties agreed that if the sale of the Riverchase Facility did not occur on or before September 1, 2014, the balance of the consulting fee owed to Brogdon under the Consulting Agreement would be offset against the amount owed by Brogdon under the Note; and

WHEREAS , the sale of the Riverchase Facility did not occur on or before September 1, 2014 and Brogdon and ADK agree that the balance of the consulting fee owed to Brogdon in the amount of $255,000.00 is to be offset against the Note and thereby reduce the principal amount of the Note; and

WHEREAS, Brogdon and ADK agree to further reduce the principal amount of the Note by the amount of the Tax Obligation ($92,323.00) which amount was added to the Note concurrently with the execution of the First Amendment; and

WHEREAS, as of the date of this Amendment, the outstanding principal balance of the Note is $268,663.00; and

WHEREAS , concurrently herewith Riverchase is executing in favor of ADK a promissory note in the principal amount of $177,323.00 (the “ Riverchase Note ”) (which principal amount is equal to the sum of the $92,323.00 Tax Obligation and the $85,000.00 Principal Obligation paid by ADK on behalf of Riverchase); and

WHEREAS, the Parties desire to further amend the Agreement and amend and restate the Note on the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend the Agreement and the Note as follows:

1. Section 4 of the Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

4.      Outstanding ManagementFees/Lonoke Obligation/Tax Payment .

(a) Outstanding Management Fees/Lonoke Obligation .      Set forth on Exhibit “B” attached hereto is a list of obligations due and owing to the ADK Entities as of the Effective Date (i) from the Brogdon Entities to ADK Oklahoma under the Management Agreements (the “Outstanding Management Fees” ) and (ii) from GL Nursing to ADK Admin under that certain agreement dated as of April 2013 (the “Lonoke Agreement” ) (the “Lonoke Obligation” ).

(b) Tax Payment . ADK has paid to the Jefferson County Tax Collector an amount equal to $92,323.00 (the “ Tax Obligation ”). Riverchase and Brogdon represent and warrant that $92,323.00 is the full amount owed and payment of such amount to the appropriate tax authority will satisfy all property tax obligations in full.

(c) Debt Service Payment . ADK has paid to BOKF, NA d/b/a Bank of Oklahoma, as trustee, the June 1, 2014 principal payment in the amount of $85,000.00 (the “ Principal Obligation ”) with respect to those certain $520,000.00 The Medical Clinic Board of the City of Hoover First Mortgage Healthcare Facility Revenue Bonds (Riverchase Village ADK, LLC Project, Taxable Series 2010B).

(d) Outstanding Obligations .      The      term      “ Outstanding Obligations ” as used in this Agreement shall mean collectively the Outstanding Management Fees, the Lonoke Obligation, the Tax Obligation and the Principal Obligation.

2. Section 7 of the Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

7. Sale of Riverchase Facility .      Riverchase is the owner of that certain assisted living facility located at 1851 Data Drive, Hoover, Alabama 35244 (the “Riverchase Facility” ). Riverchase and Brogdon agree that upon the closing of the sale of the Riverchase Facility to an arms-length third party purchaser at any time and regardless of whether Hearth & Home has exercised the Option, the Net Sales Proceeds (as hereinafter defined) shall be distributed in the following order:

(a) Net Sales Proceeds in the amount of $177,323.00 shall be paid to ADK to satisfy the Riverchase Note;

(c) The remaining Net Sales Proceeds shall be paid to ADK to satisfy the Outstanding Obligations and interest (if any) then due under the Note with such payment to be applied in the order of scheduled amortization under the Note; and

For purposes hereof, “Net Sales Proceeds” shall mean the gross purchase price for the sale of the Riverchase Facility to an arms-length third party purchaser minus (i) all secured indebtedness of Riverchase and (ii) usual and customary closing costs required to deliver good and marketable title to the purchaser of the Facility but specifically excluding any operating or working capital.

Notwithstanding any provisions hereof, if the closing of the sale of the Riverchase Facility does not occur on or before December 31, 2014, then a payment of principal under the Note equal to the Tax Payment shall be due and payable on or before January 31, 2015.

1. All capitalized but undefined terms used herein shall have the meanings ascribed to them in the Agreement as amended.

2. Except as modified hereby, all terms and conditions of the Agreement are and shall remain in full force and effect.

[Signature on Following Page]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the Effective Date.

Exhibit 99.4

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 10 ^th day of October, 2014, by and between ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (the "Company"), and WILLIAM MCBRIDE, III ("Executive") .

BACKGROUND

WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to employ Executive as the Company's Chief Executive Officer;

WHEREAS , the Company desires to employ Executive and to enter into an agreement embodying the terms of such employment; and

WHEREAS , Executive desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement;

NOW, THEREFORE , in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Effective Date . The effective time and date of this Agreement shall be deemed to be 12:00:01 a.m. on the date first set forth above (the " Effective Date ").

2. Employment Period . Unless earlier terminated in accordance with Section 6 of this Agreement, Executive's employment hereunder will begin as of the Effective Date and will continue until the third anniversary of the Effective Date (the " Initial Term "); provided, however, that on the third anniversary of the Effective Date, Executive's term of employment hereunder will be automatically extended for consecutive one (1) year terms, unless the Company provides written notice to Executive at least 90 days prior to the third or any subsequent anniversary that Executive's employment period shall not be further extended (the Initial Term, as may be extended, the " Employment Period "). For purposes of this Agreement, " terminate" (and variations and derivatives thereof) will mean, when used in connection with a cessation of employment, that Executive has incurred a separation from service as defined in Section 409A of the Internal Revenue Code of 1986, as amended, and guidance and regulations issued thereunder (collectively, " Section 409A" ).

(a) Position . During the Employment Period, Executive will serve as the Company's Chief Executive Officer and President, reporting to the Board. In such position, Executive will have such duties, authority and responsibility as shall be determined from time to time by the Board, which duties, authority and responsibility are commensurate with such position. Executive will be appointed to the Board as a Class I director to serve until the Company's Annual Meeting of Shareholders to be held in 2017, or until his successor is duly elected and qualified or until his earlier death, resignation or removal. During the Employment Period and subject to

applicable law, regulation and the Company's organizational documents, Executive will continue to be nominated to serve on the Board as a Class I director. Executive will serve as a member of the Board or as an officer or director of any subsidiary or affiliate of the Company for no additional compensation.

(b) Duties .      During the Employment Period, Executive will devote his best efforts and substantially all of his business time and attention to the performance of Executive's duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services, either directly or indirectly, without the prior written consent of the Board . Notwithstanding the foregoing, during the Employment Period, it will not be a violation of this Agreement for Executive, subject to the requirements of Section ll of this Agreement, to (i) serve on civic or charitable boards or committees or (ii) manage personal investments, including the management of Santa Barbara Aircraft Management , LLC and Coastal Aircraft Maintenance, Inc (two businesses which Executive owns and managed prior to entering this Agreement) so long as such activities do not materially interfere with the performance of Executive's responsibilities to the Company or violate the Company's conflicts of interest or other applicable policies.

4. Place of Performance . The principal place of Executive's employment shall be the Company's executive office currently located at 3050 Peachtree Road , NW, Suite 355, Atlanta, Georgia      30305 (the " Corporate Office "); provided , however , that Executive is authorized to primarily work from his home office in Santa Barbara, California. Executive agrees to travel to the Corporate Office or otherwise on Company business during the Employment Period as may be necessary to perform his duties under this Agreement.

(a) Base Salary . During the Employment Period, the Company will pay to Executive a base salary at the rate of at least $300,000 per year during the first year of the Employment Period and $200,000 per year thereafter for the remainder of the Employment Period, less normal withholdings, payable in equal monthly or more frequent installments as are customary under the Company's payroll procedures from time to time. Executive ' s base salary shall be reviewed at least annually by the Compensation Committee of the Board (the " Compensation Committee ") pursuant to its normal performance review policies for senior executives, and the Compensation Committee may, but shall not be required to, increase Executive's base salary during the Employment Period; provided , however , that Executive's base salary may not be decreased during the Employment Period . Executive's base salary, as in effect from time to time, is hereinafter referred to as " Base Salary . " Any increase in Executive's Base Salary, once granted, shall automatically amend this Agreement to provide that thereafter Executive's Base Salary shall not be less than the annual amount to which such Base Salary has been increased.

(b)      Bonus .      For each fiscal year during the Employment Period, Executi v e shall be eligible to receive an annual bonus based on the achievement of performance goals established by the Compensation Committee up to 100 % of his Base Salary (the " Annual Bonus"); provided, however, that the decision to provide any Annual Bonus and the amount, form and terms of any Annual Bonus shall be in the sole and absolute discretion of the Compensation Committee.

(c)      Equitv Awards . In consideration of Executive entering into this Agreement and as an inducement to join the Company, on the Effective Date the Company will grant to Executive : (i) pursuant to the Company's 2011 Stock Incentive Plan (the "Plan"), 150,000 shares of the Company's common stock, no par value per share (the "Common Stock"), which will be an Award (as defined in the Plan) of Restricted Stock (as defined in the Plan) and will vest with respect to one-third of such shares on each of the first, second and third anniversaries of the Effective Date (the " Initial Restricted Stock Award" ); and (ii) a ten-year warrant to purchase 300,000 shares of Common Stock, with an exercise price equal to $4.49, which will vest as to one­ third of the underlying shares on each of the first, second and third anniversaries of the Effective Date (the " Warrant "). The Warrant will be granted as an inducement award in accordance with Section 711(a) of the NYSE MKT Company Guide and, notwithstanding anything herein to the contrary, may not be exercised until the NYSE MKT approves the additional listing of the shares of Common Stock underlying the Warrant. In addition, on January 1, 2015, the Company will grant to Executive, pursuant to the Plan, 50,000 shares of Common Stock, which will be an Award of Restricted Stock and will vest as to one-third of such shares on each of the first, second and third anniversaries of the Effective Date (the " Subsequent Restricted Stock Award " and, together with the Initial Restricted Stock Award, the " Restricted Stock Awards "). If, during the Employment Period, there shall be a Termination for Cause (as defined in Section 6(a) of this Agreement), then all unvested portions of the Restricted Stock Awards and the Warrant shall be forfeited by Executive. Executive acknowledges and understands that neither the Warrant or the Restricted Stock Awards , nor the shares of Common Stock underlying the Restricted Stock Awards or issuable upon exercise of the Warrant, have been, or will be, registered with the Securities and Exchange Commission (the " SEC ") or the securities commission or agency of any state, and will be issued pursuant to exemptions from the registration provisions of the Securities Act of 1933, as amended, (the " Securities Act "), and applicable exemptions available under state laws. The Company agrees that, if it proposes to file after the Effect i ve Date a new registration statement with the SEC seeking to register the resale of Common Stock by selling shareholders named therein, then, upon Executive's request, the Company will include in such registration statement the resale by Executive of the shares of Common Stock underlying the Restricted Stock Awards and the shares of Common Stock issuable upon exercise of the Warrant; provided , however , if such registration statement relates to an underwritten offering, then Executive must accept the terms of such underwriting . Executive shall make a I.R.C . Section 83(b) election in 2014 with regard to the In i tial Stock Award and another Section 83(b) election in 2015 with regard to the Subsequent Restricted Stock Award to accelerate Executive's recognition of the income from the Restricted Stock Awards such that the awards are treated as income to the Executive in the year of grant for state and federal income tax purposes. In addition to all other compensation due to Executive hereunder, the Company shall also pay the Executive a bonus of an amount equal to the tax liability Executive incurs as a result of making the 83(b) election (the "Tax Payment Bonus " ), which payment shall be "grossed up" to compensate for the additional tax liability Executive incurs as a result of receiving the Tax Payment Bonus such the Company fully and completely reimburses Executive for any state and federal income tax liability Executive incurs as result of receiving the Restricted Stock Awards and electing to be taxed on such awards during the year of grant. The Tax Payment Bonus shall be determined by the Company's independent auditors (the "Accounting Firm") in consultation with the Executive's tax advisors. Such determination by the Accounting Firm shall be subject to review by the Executive's tax advisors and if Executive's tax advisor does not agree with such determination, the Accounting Firm and Executive's tax advisor shall jointly designate a nationally recognized accounting firm to make such determination . All reasonable fees and expense of the accounting firm and advisors retained by either the Company

or Executive shall be paid by the Company.

(d)      Incentive Plans . During the Employment Period, Executive will be entitled to participate, as determined by the Compensation Committee, in all incentive plans of the Company applicable to senior executives of the Company generally, including, without limitation, short-term and long-term incentive plans and equity compensation plans, including, without limitation, the Plan.

(e)      Benefit Plans . During the Employment Period, Executive and Executive's dependents will be entitled to participate in all employee benefit plans, practices, policies and programs provided by the Company which are applicable to senior executives of the Company generally (the " Benefit Plans "); provided , however , that Executive will not be eligible for severance pay under any arrangement of the Company other than pursuant to this Agreement. The Company reserves the right to amend or cancel any Benefit Plan at any time in its sole discretion , subject to the terms of such Benefit Plan and applicable law, provided such amendment or cancellation affects all senior executives in a proportional and non-discriminatory manner.

(f)      Business Expenses .      During the Employment Period, Executive will be entitled to receive prompt reimbursement, in accordance with the policies, practices and procedures of the Company applicable to senior executives of the Company generally, for all reasonable and necessary out-of-pocket expenses incurred by Executive in the performance of Executive ' s duties hereunder. The expenses eligible for reimbursement under this Section 5 (f) in any year shall not affect any expenses eligible for reimbursement or in-kind benefits in any other year. Executive's rights under this Section 5 (f) are not subject to liquidation or exchange for any other benefit.

(g) Vacation, Sick and Other Leave . During the Employment Period, Executive will be entitled annually to a minimum of four weeks of paid vacation and will be entitled to those number of business days of paid disability , sick and other leave specified in the employment policies of the Company as in effect from time to time .

(h) Indemnification . In the event that Executive is made a party or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a " Proceeding "), other than any Proceeding initiated by Executive or the Company related to any contest or dispute between Executive and the Company or any of its subsidiaries or affiliates with respect to this Agreement or Executive's employment hereunder, by reason of the fact that Executive is or was a director or officer of the Company, or any subsidiary or affiliate of the Company, or is or was serving at the request of the Company as a director , officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise, Executive will be indemnified and held harmless by the Company to the maximum extent permitted under applicable law and the Company's organizational documents from and against any liabilities, costs , claims and expenses, including, without limitation, all costs and expenses incurred in defense of any Proceeding.

6. Termination of Employment.

(a) Cause . The Company may terminate Executive's employment during the Employment Period at any time for Cause. For purposes of this Agreement, a termination shall be deemed for " Cause ," if and only if, it is based upon (i) conviction of, or pleading guilty or nolo contendere to, a felony; (ii) material disloyalty to the Company such as embezzlement, misappropriation of corporate assets or, except as permitted pursuant to Section 3 of th i s Agreement, breach of Executive's agreement not to engage in business for another enterprise of the type engaged in by the Company; (iii) having engaged in unethical or illegal behavior which is of a public nature and results in material damage to the Company;. The Company shall have the right to suspend Executive with pay, for a reasonable period, to investigate allegations of conduct which , if proven, would establish a right to terminate Executive's employment for Cause, or to permit a felony charge to be tried. Immediately upon the conclusion of such temporary period, unless Cause has been established, Executive shall be restored to all duties and responsibilities as if such suspension had never occurred. For purposes of this Agreement, " Business Day " means any day other than a Saturday, Sunday or other day on which commercial banks in Atlanta , Georgia are closed.

(b) Good Reason . Executive may terminate Executive's employment during the Employment Period at any time for Good Reason . For purposes of this Agreement, "Good Reason" means: (i) a material diminution in Executive's authority, duties or responsibilities; (ii) a material change in the geographic location at which Executive must regularly perform the services to be performed by Executive pursuant to this Agreement (other than a change in such geographic location to an office or other location which is within 75 miles of Executive's home residence); (iii) any other action or inaction that constitutes a material breach by the Company of this Agreement, and (iv) the failure by the Company to continue in effect any material fringe benefit , health benefit or other plan or benefit in which Executive participates and such failure occurs during the period commencing three months prior to a Change of Control and ending one year after a Change of Control; provided, however, that Executive must provide notice to the Company of the condition Executive contends is Good Reason within 90 days after the initial existence of the condition, and the Company must have a period of 30 days to remedy the condition. If the condition is not remedied within such 30-day period, then Executive must provide a Noti c e of Termination (as defined in Section 6(t) of this Agreement) within 30 days after the end of the Company's remedy period .

(c) Without Cause . The Company may terminate Executive's employment during the Employment Period at any time without Cause (a "Termination Without Cause").

(d) Voluntary Termination . Executive may voluntarily terminate Executive ' s employment during the Employment Period at any time without Good Reason (a "Voluntary Termination").

(e) Death or Disability .      Executive's employment with the Company shall terminate automatically upon Executive's death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of Executive has occurred during the Employment Period, then it may give to Executive written notice in accordance with Sections 6(t) and 14(i) of this Agreement of its intention to terminate Executive's employment. In such

event, Executive's employment with the Company shall terminate effective on the 45th day after receipt of such written notice by Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive's material duties. For purposes of this Agreement, "Disability" shall mean the inability of Executive to perform Executive's duties with the Company on a full-time basis for 180 days in any one-year period as a result of incapacity due to mental or physical illness or injury. Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree on shall be determined in writing by an independent physician appointed by the Company reasonably acceptable to Executive, which determination shall be final and conclusive for all purposes hereunder .

(f) Change of Control . If three months prior, or within one year after, a Change of Control (as defined below), and during the Employment Period, a Termination Without Cause shall have occurred or Executive terminates Executive's employment for Good Reason, then a " Change of Control Termination " shall have occurred .      For purposes of this Agreement, a Change of Control shall be deemed to have occurred if:

(i) Any Person or related group of Persons (other than Executive, his Related Persons, the Company or a Person that directly or indirectly controls, is controlled by, or is under common control with, the Company) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing a majority of the combined voting power of the Company's then outstanding securities;

(ii) The Company's shareholders approve a merger or consolidation of the Company with any other corporation (or other entity), other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation ; provided , however , that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires a majority of the combined voting power of the Company's then outstanding securities (who didn't own such majority immediately prior to such transaction) shall not constitute a Change of Control;

(iii) The Company's shareholders approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or

(iv) Individuals who, as of the Effective Date, constitute the Board (the " Incumbent Board ") cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board .

For purposes of this Section 6(f): (i) " Person " means any individual, corporation, partnership, limited liability company, trust, association or other entity; (ii) " Related Persons " means any immediate family member (meaning a spouse, partner, parent, sibling or child, whether by birth or adoption) of Executive and any trust, estate or foundation, the beneficiary of which is the Executive or an immediate family member of Executive; and (iii) " Beneficial Owner " has the meaning given to such term in Rule l3d-3 under the Securities Exchange Act of 1934, as amended.

(g) Notice of Termination . Any termination (other than for death) shall be communicated by a Notice of Termination given in accordance with Section 14(i) of this Agreement.      For purposes of this Agreement, a " Notice of Termination " means a written notice that: (i) indicates the specific termination provision in this Agreement relied upon; (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated; and (iii) if the Termination Date (as defined in Section 6(g) of this Agreement) is other than the date of receipt of such notice, specifies the Termination Date (which date shall be not more than 30 days after the giving of such notice , except as otherwise provided in Section 6(e) of this Agreement) . The failure to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Disability, Cause or Good Reason shall not waive any right of Executive or the Company hereunder or preclude Executive or the Company from asserting such fact or circumstance in enforcing Executive ' s or the Company's rights hereunder.

(h) Termination Date .      " Termination Date " means: (i) if Executive's employment is terminated by the Company for Cause or there shall be a Termination Without Cause, then the date of Executive's receipt of the Notice of Termination or a later date specified therein, as the case may be; (ii) if Executive's employment is terminated by Executive for Good Reason, then the date of the Company's receipt of the Notice of Termination; (iii) if Executive's employment is terminated by Executive as a Voluntary Termination, then the date of the Company's receipt of the Notice of Termination or a later date specified therein, as the case may be; (iv) if Executive's employment is terminated by reason of death or Disability, then the date of death of Executive or the Disability Effective Date, as the case may be; (v) if this Agreement is not renewed by the Company in accordance with Section 2 of this Agreement (a " Nonrenewal "), then the date which is the last date of the Employment Period; (vi) if there is a Change of Control Termination involving a Termination Without Cause, then the date of Executive's receipt of the Notice of Termination or a later date specified therein; and (vii) if there is a Change of Control Termination involving termination of Executive's employment by Executive for Good Reason, then the date of the Company's receipt of the Notice of Termination.

7.      Obligations of the Company Upon Termination .

(a) Cause; Voluntary Termination . If during the Employment Period, the Company shall terminate Executive's employment for Cause or Executive shall terminate Executive's employment by a Voluntary Termination, Executive will be entitled to receive the following (collectively, the " Accrued Amounts ") :

(i) any accrued but unpaid Base Salary and accrued but unused vacation, sick or other leave pay, which will be paid on the pay date immediately

following the Termination Date in accordance with the Company's customary payroll procedures;

(ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise      applicable payment      date; provided , however , that if Executive's employment is terminated by the Company for Cause then any such accrued but unpaid Annual Bonus shall be forfeited;

(iii) reimbursement for unreimbursed business expenses properly incurred by Executive, which shall be subject to and paid in accordance with the Company's expense reimbursement policies, practices and procedures ; and

(iv) such employee benefits, if any, as to which Executive may be entitled under the Benefit Plans as of the Termination Date.

(b) Termination Without Cause or for Good Reason; Nonrenewal; Change of Control Termination . If, during the Employment Period, there shall be a Termination Without Cause, a Nonrenewal or a Change of Control Termination , or Executive shall terminate Executive's employment for Good Reason, then Executive will be entitled to receive the Accrued Amounts and the following :

(i) With respect to a Termination Without Cause , a Change of Control Termination or Executive's termination of his employment for Good Reason, a lump sum severance amount equal to (A) $700,000 if the Termination Date for such termination occurs prior to the date which is the third anniversary of the Effective Date, and (B) a lump sum severance amount equal to two times Executive's then Base Salary if the Termination Date for such termination occurs after the date which is the third anni v ersary of the Effective Date;

(ii)     With respect to a Nonrenewal, a lump sum severance amount equal to two times Executive's then Base Salary ;

(iii)     To the extent any portion of the Restricted Stock Awards and the Common Stock underlying the Warrant are not fully vested as of the Termination Date, such vesting periods shall automatically accelerate such that the Restricted Stock Awards and the Warrant shall be fully vested as of the Termination Date; and

(iv)     If Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), then the Company will reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive's dependents until the earliest of: (A) the 18- month anniversary of the Termination Date; (B) the date Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Executive becomes eligible to receive substantially similar coverage from another Company. Such reimbursement shall be paid to Executive on the 15th day of the month immediately following the month in which Executive timely remits the premium payment.

(c) Death or Disability . If Executive's employment is terminated during the Employment Period on account of Executive's death or Disability, then Executive (or Executive's estate or beneficiaries, as the case may be) will be entitled to receive the following : (i) the Accrued Amounts; and (ii) a lump sum amount equal to the "Pro-Rata Bonus" (as defined below), if any, that Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which amount shall be paid in cash on the date that annual bonuses are paid to senior executives of the Company generally, but in no event later than two-and-one-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs. For purposes of this section, the " Pro-Rata Bonus " shall mean a lump sum amount equal to the product of (A) the Annual Bonus, if any, that Executive would have earned for the fiscal year in which the death or Disability occurs based on the achievement of applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. Notwithstanding any other provision contained herein, all payments made in connection with Executive's Disability shall be provided in a manner that is consistent with federal and state law .

(d) Release; Payment .      In connection with a Nonrenewal or termination of Executive's employment for any reason, Executive agrees to execute a full and complete general release of all claims against the Company and each of its subsidiaries and affiliates and their respective officers, directors, employees and agents in a form provided by the Company (the " Release ") which is reasonably acceptable to Executive and provided such Release expressly acknowledges and confirms that the Company is obligated to make all payments and provide the benefits to which Executive is entitled under this Agreement or may be subsequently granted by the Company . All payments (other than those reimbursement payments pursuant to Section 7(iv) of this Agreement) which Executive is entitled to receive hereunder as a result of a Nonrenewal or the termination of Executive's employment for any reason, shall be payable by the Company no later than the eighth (8 ^th ) day following the date on which Executive executes the Release, provided that Executive has not revoked the Release prior to such eighth (8 ^th ) day. Notwithstanding the foregoing, if the eighth (8 ^th ) day following the date on which Executive executes the Release is not a Business Day (as defined below), then such payments shall be payable by the Company on the next Business Day following such eighth (8 ^th ) day .

8. Non-Exclusivity of Rights . Nothing in this Agreement will prevent or limit Executive's continuing or future participation in any plan, program, policy or practice provided by the Company and for which Executive may qualify, nor will anything herein limit or otherwise affect such rights as Executive may have under any contract or agreement with the Company, except as expressly provided otherwise in this Agreement. Amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company at or subsequent to the Termination Date will be payable in accordance with such plan, policy, practice or program or such contract or agreement, except as expressly modified by this Agreement.

9. No Mitigation . In no event will Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under Section 7 of this Agreement.

10. Resignation from All Positions . Notwithstanding any other provision of this Agreement, upon the termination of Executive's employment for any reason, including, without limitation, a Nonrenewal, unless otherwise requested by the Board and agreed to by Executive, Executive shall immediately resign as of the Termination Date from all positions that he holds or has ever held with the Company and any of its subsidiaries or affiliates (and with any other entities with respect to which the Company has requested Executive to perform services) . Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he will be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation.

(a) Executive Acknowledgements .      Executive acknowledges that: (i) the Company has separately bargained and paid additional consideration for the restrictive covenants in this Section 11 and (ii) the Company will provide certain benefits to Executive hereunder in reliance on such covenants in view of the unique and essential nature of the services Executive will perform on behalf of the Company and the irreparable injury that would befall the Company should Executive breach such covenants. Executive further acknowledges that Executive's services are of a special, unique and extraordinary character and that Executive's position with the Company will place Executive in a position of confidence and trust with customers, clients, patients, tenants and employees of the Company and its subsidiaries and affiliates and with the Company's other c onstituencies and will allow Executive access to Trade Secrets and Confidential Information (each as defined in Section 11(c) of this Agreement) concerning the Company and its subsidiaries and affiliates . Executive further acknowledges that the types and periods of

restrictions imposed by the covenants in this Section 11 are fair and reasonable and that such restrictions will not prevent Executive from earning a livelihood.

(b)      Covenants . Having acknowledged the foregoing, Executive covenants and agrees with the Company as follows:

(i) While Executive is employed by the Company and continuing thereafter, Executive will not disclose or use any Confidential Information or Trade Secret for so long as such information remains Confidential Information or a Trade Secret, as applicable, for any purpose other than as may be necessary and appropriate in the ordinary course of performing Executive's duties to the Company during the Employment Period.

(ii) While Execut i ve is employed by the Company and for a period of one year after Executive ' s termination or resignation during the Employment Period (other than a Termination Without Cause or a termination of Executive's employment by Executive for Good Reason), Executive shall not (except on behalf of or with the prior written consent of the Company), on Executive's own behalf or in the service or on behalf of others , solicit or attempt to solicit any customer, client , patient or tenant of the Company or its subsidiaries or affiliates, including, without limitation, actively sought prospective customers, clients , patients or tenants, with whom Executive had Material Contact (as defined below) during Executive's employment, for the purpose of providing products or services that are

Competitive (as defined below) with those offered or provided by the Company or its subsidiaries or affiliates.

(iii) While Executive is employed by the Company and for a period of one year after Executive's termination or resignation during the Employment Period (other than a Termination Without Cause or a termination of Executive's employment by Executive for Good Reason), Executive shall not (except on behalf of or with the prior written consent of the Company), either directly or indirectly, on Executive's own behalf or in the service or on behalf of others, perform duties and responsibilities that are the same as or substantially similar to those Executive performs for the Company for any business which is the same as or essentially the same as the business conducted by the Company and its subsidiaries and affiliates, within the Restricted Territory (as defined below).

(iv)    While Executive is employed by the Company and for a period of one year after Executive's termination or resignation during the Employment Period (other than a Termination Without Cause or a termination of Executive's employment by Executive for Good Reason), Executive shall not (except on behalf of or with the prior written consent of the Company), on Executive's own behalf or in the service or on behalf of others, solicit or recruit or attempt to solicit or recruit, directly or by assisting others, any management level employee of the Company or its subsidiaries or affiliates, whether or not such employee is a full-time employee or a temporary employee of the Company or its subsidiaries or affiliates, whether or not such employment is pursuant to a written agreement and whether or not such employment is for a determined period or is at will, to cease working for the Company.

(v)    Upon the expiration of the Employment Period, or Executive's earlier termination or resignation, Executive will tum over promptly thereafter to the Company all physical items and other property belonging to the Company, including, without limitation, all business correspondence, letters, papers, reports, customer lists, financial statements, credit reports or other Confidential Information, data or documents of the Company, in the possession or control of Executive, all of which are and will continue to be the sole and exclusive property of the Company.

(c)     Definitions . For purposes of this Section 11, the following terms shall be defined as set forth below:

(i)    " Competitive ," with respect to particular products or services, shall mean products or services that are the same as or similar to the products or services offered by the Company and its subsidiaries and affiliates.

(ii)     " Confidential Information " shall mean data and information: (A) relating to the business of the Company and its subsidiaries and affiliates, regardless of whether the data or information constitutes a Trade Secret; (B) disclosed to Executive or of which Executive becomes aware as a consequence of Executive's relationship with the Company; (C) having value to the Company; and (D) not generally known to competitors of the Company. Confidential Information shall include, without limitation, Trade

Secrets; methods of operation; names of customers, clients, patients and tenants; financial information and projections; personnel data and similar information; provided , however , that such term shall not mean data or information that (x) has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by Executive without authorization from the Company, (y) has been independently developed and disclosed by others or (z) has otherwise entered the public domain through lawful means .

(iii)     " Material Contact " shall mean contact between Executive and a customer, client, patient or tenant or prospective customer, client, patient or tenant: (A) with whom or which Executive dealt on behalf of the Company or its subsidiaries or affiliates; (B) whose dealings with the Company were coordinated or supervised by Executive; (C) about whom Executive obtained Confidential Information in the ordinary course of business as a result of Executive's association with the Company; or (D) who receives products or services as authorized by the Company, the sale or provision of which results or resulted in compensation or earnings for Executive within the two years immediately preceding the Termination Date.

(iv)     " Restricted Territory " shall mean the geographic territory within a 50-mile radius of the Corporate Office or any healthcare property owned, leased, operated or managed by the Company or any of its subsidiaries or affiliates; provided , however , that if the physical location of such office or any such healthcare properly shall change during the Employment Period, then the Restricted Territory shall mean the geographic territory within a 50-mile radius of the physical locations of such office and healthcare properties at such time and, in the event of the termination of Executive's employment, the Restricted Territory shall mean the geographic territory within a 50-mile radius of the physical locations of such office and healthcare properties on the Termination Date.

(v)      " Trade Secret " shall mean information, without regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans or a list of actual or potential customers, client, patients, tenants or suppliers, that is not commonly known by or available to the public and which information (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(d) Equitable Remedies . Executive acknowledges that irreparable loss and injury would result to the Company upon the breach of any of the covenants contained in this Section 11 and that damages arising out of such breach would be difficult to ascertain. Executive hereby agrees that, in addition to all other remedies provided at law or in equity, the Company may petition and obtain from a court of law or equity, without the necessity of proving actual damages and without posting any bond or other security, both temporary and permanent injunctive relief to prevent a breach by Executive of any covenant contained in this Section 11 .

(e) Nondisparagement . The Company and Executive agree that during the Employment Period and at all times thereafter, (i) Executive shall not make any disparaging or defamatory comments regarding the Company or its subsidiaries or affiliates, and the Company agrees to ensure that its officers, directors and senior employees do not make or issue any public statements which are disparaging or defamatory regarding Executive, and (ii) after termination of Executive's employment hereunder, Executive shall not make, and the Company agrees to ensure that its officers, directors and senior employees do not make, any negative or derogatory comments concerning any aspect of the termination of their relationship. The obligations of the Company or Executive under this Section 11(e) shall not apply to disclosures required by applicable law, regulation or order of any court or governmental agency nor affect either party's right to make allegations against the other in a lawsuit.

(f) Modification of Covenants . In the event that the provisions of this Section 11 should ever be determined to exceed the time, geographic or other limitations permitted by applicable law, then such provisions shall be modified so as to be enforceable to the maximum extent permitted by law. If such provision(s) cannot be modified to be enforceable, the provision(s) shall be severed from this Agreement to the extent unenforceable. The remaining provisions and any partially enforceable provisions shall remain in full force and effect.

12. Executive's Representations. Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound. Executive represents and warrants that Executive is not subject to any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or any other obligation to any former Company or to any other person or entity that conflicts in any way with Executive's ability to be employed by or perform services for the Company.

(a) Executive . This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive's legal representatives.

(b) The Company . This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor to it (whether direct or indirect, by stock or asset purchase, merger, consolidation or otherwise) or to all or substantially all of its business or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent it would be required to perform it if no such succession had taken place.

(a) Waiver . Failure of either party to insist, in one or more instances, on

performance by the other in strict accordance with the terms and conditions of this Agreement

shall not be deemed a waiver or relinquishment of any right granted in this Agreement or of the future performance of any such term or condition or of any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the party making the waiver.

(b) Severability . If any provision or covenant, or any part thereof, of this Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect.

(c) Entire Agreement . Except as provided herein, this Agreement contains the entire agreement between the Company and Executive with respect to the subject matter hereof and from and after the Effective Date supersedes and invalidates all previous agreements with Executive. No representations, inducements, promises or agreements, oral or otherwise, which are not embodied herein shall be of any force or effect.

(d) Withholdings . Notwithstanding any other provision of this Agreement, the Company shall withhold from any amounts payable or benefits provided under this Agreement any federal, state and local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(i) It is intended that this Agreement shall conform with all applicable Section 409A requirements to the extent Section 409A applies to any provisions of the Agreement. Accordingly, in interpreting, construing or applying any provisions of the Agreement, the same shall be construed in such manner as shall meet and comply with Section 409A, and in the event of any inconsistency with Section 409A, the same shall be reformed so as to meet the requirements of Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. In no event shall Executive, directly or indirectly, designate the calendar year of payment. Executive acknowledges that the Company has not made, and does not make, any representation or warranty regarding the treatment of this Agreement or the benefits payable under this Agreement under federal, state or local income tax laws, including, but not limited to, Section 409A or compliance with the requirements thereof.

(ii) To the extent Executive is a "specified employee" as defined in Section 409A, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Section 409A) upon separation from service (within the meaning of Section 409A), after taking into account all available exemptions, that would otherwise be payable, distributable or settled during the six-month period after separation from service, will be made during such six-month period, and any such payment, distribution or benefit will instead be paid, distributed or settled on the first business day after such six-month period; provided , however , that if

Executive dies following the Termination Date and prior to the payment, distribution, settlement or provision of any payments, distributions or benefits delayed on account of Section 409A, then such payments, distributions or benefits shall be paid or provided to the personal representative of Executive's estate within 30 days after the date of Executive's death. In addition, if Executive is a "specified employee," on the date that payment is made to Executive or his estate, the Company will also make an interest payment (at the average rate at which the Company then borrows funds) for the period from the Termination Date to the date of payment.

(f) Governing Law . Except to the extent preempted by federal law, the laws of the State of Georgia shall govern this Agreement in all respects, whether as to its validity , construction, capacity, performance or otherwise .

(g) Prevailing Party . In the event either party brings an action to interpret or enforce the terms of this Agreement, the prevailing party in such action shall be entitled to recover from the other party all of the prevailing party ' s cost and expenses, including, without limitation, reasonable attorneys' fees, incurred by the prevailing party in connection with such action.

(h) Notices . Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, by nationally recognized overnight courier service or sent by certified, registered or express mail, postage prepaid . Any such notice shall be deemed given when so delivered personally, when delivered by nationally recognized overnight courier service or, if mailed, five days after the date of deposit in the United States mail, as follows:

Any party may change the address to which notices, requests, demands and other communications shall be delivered or mailed by giving notice thereof to the other party in the same manner provided herein .

(i) Survival . Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 7, 11 and 14(e)-(i), the definitions of defined terms used therein and the remaining provisions of this Section 14 (to the extent necessary to effectuate the survival of the foregoing provisions) shall survive the termination of this Agreement and any termination of Executive's employment hereunder. Notwithstanding any other provision of this Agreement to the contrary, Sections ll(b)(ii)-(iv) shall not apply in the event of a termination of Executive's employment that occurs upon a Nonrenewal.

(j) Amendments and Modifications .      This Agreement may be amended or modified only by a writing signed by all parties hereto that makes specific reference to this Agreement.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Executive Employment Agreement as of the Effective Date.

Exhibit 99.5

AdCare Appoints William McBride III as CEO and President

- Industry Veteran to Lead Company’s Transition to

Property Owner and Leasing Company -

ATLANTA, GA, October 13, 2014-AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA) today announced that its Board of Directors has appointed William “Bill” McBride III as Chief Executive Officer and President, and as a member of the Board serving as a Class I director, effective immediately. A veteran of the REIT industry, Mr. McBride steps out of retirement to assume the positions.

“Bill brings to AdCare more than 30 years of healthcare, financing, real estate and corporate leadership experience, making him uniquely qualified to further our transition from an owner and operating company to an owner and leasing company,” stated David Tenwick, AdCare’s Chairman and Interim Chief Executive Officer. “Bill is an industry expert and proven leader in both the long-term care and real estate investment trust (REIT) businesses. His direct operational experience as CEO of a public assisted living company, coupled with his accomplishments leading a REIT, will prove invaluable as we execute this strategic plan and complete our transition.”

Mr. McBride retired as Chairman and CEO of Assisted Living Concepts, now Enlivant, a pioneer in the assisted living industry, in 2000. An accomplished career, he completed the first IPO of a public assisted living company, expanded the company from four to 170 properties through new construction in 14 states and financed the company’s growth through sales leaseback and mortgage financing transactions. Prior, Mr. McBride served as President, Chief Operating Officer and Director of LTC Properties, a real estate investment trust company which he co-founded in 1992. While there, he completed the largest REIT IPO at the time and successfully completed over $500 million in acquisitions and public financings, two securitization transactions, while increasing the company’s cash flow and dividends per share by more than 70%.

Mr. McBride began his career as a healthcare consultant with Arthur Young where he focused primarily on Medicare and Medicaid revenue enhancement strategies for nursing homes and hospitals. He then parlayed this experience into a leadership position at Beverly Enterprises where he served as Vice President and Controller of the largest operator of nursing homes in the United States.

Bill is a graduate of the University of California Los Angles (UCLA) with an undergraduate degree in Economics and a Masters in Business Administration. Mr. McBride has also served on the Board of Directors and as Chairman of the Financing Committee of Malan Realty Properties, a NYSE listed commercial property REIT.

In connection with Mr. McBride’s appointment as AdCare’s Chief Executive Officer and President, Mr. McBride received a ten-year warrant to purchase 300,000 shares of AdCare's common stock with an exercise price of $4.49 per share. One-third of the shares underlying the warrant will vest on each of October 10, 2015, October 10, 2016 and October 10, 2017, with the vesting of the warrant accelerating upon termination of Mr. McBride’s employment (other than a termination by AdCare for cause or by Mr. McBride without good reason). The warrant was approved by the Compensation Committee of the Board of Directors, as well

as the entire board, and was issued to Mr. McBride, pursuant to Section 711(a) of the NYSE MKT Company Guide, as a material inducement to Mr. McBride entering into employment with AdCare.

About AdCare Health Systems

AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA) is a recognized provider of senior living and health care facility management. Since the Company’s inception in 1988, it has owned and managed long-term care facilities and retirement communities, and has sought to provide the highest quality of healthcare services to the elderly through its operating subsidiaries, including a broad range of skilled nursing and sub-acute care services. The Company has implemented a strategic plan pursuant to which, through a series of leasing transactions, it will transition from an owner and operator of healthcare facilities to a healthcare property holding and leasing company. For more information about AdCare, visit www.adcarehealth.com.

Important Cautions Regarding Forward-Looking Statements

Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of federal law. Such statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “plans,” “intends,” “anticipates” and variations of such words or similar expressions, but their absence does not mean that the statement is not forward-looking. Statements in this announcement that are forward-looking include, but are not limited to: (i) statements regarding the strategic plan to transition the Company to a healthcare property holding and leasing company; (ii) statements regarding expense reductions, alternative financing options, reduced financing costs, run-rates and improved valuations; (iii) statements regarding anticipated dividend payments; (iv) statements regarding additional strategic alternatives; (v) statements regarding financial and operational improvements; and (vi) statements regarding the outlook for financial metrics. Such forward-looking statements reflect management's beliefs and assumptions and are based upon information currently available to management and involve known and unknown risks, results, performance or achievements of AdCare, which may differ materially from those expressed or implied in such statements. Such factors are identified in the public filings made by AdCare with the Securities and Exchange Commission and include, among others, AdCare's ability to secure lines of credit and/or an acquisition credit facility, AdCare’s ability to refinance its current debt on more favorable terms, AdCare’s ability to expand its borrowing arrangement with certain existing lenders, AdCare’s ability to raise equity capital, AdCare’s ability to improve operating results, changes in the health care industry because of political and economic influences, changes in regulations governing the health care industry, changes in reimbursement levels including those under the Medicare and Medicaid programs and changes in the competitive marketplace. There is no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements. Except where required by law, AdCare undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.

In addition, each facility mentioned in this press release is operated by a separate, wholly owned, independent operating subsidiary that has its own management, employees and assets.

References to the consolidated Company and its assets and activities, as well as the use of terms such as “we,” “us,” “our,” and similar verbiage, is not meant to imply that AdCare Health Systems, Inc. has direct operating assets, employees or revenue or that any of the facilities, the home health business or other related businesses are operated by the same entity.

                

            

                    

                        

                        

                

            

                

            

Exhibit 99.6

    

AdCare Announces Shareholder Approval of Strategic Plan to

Transition to a Facilities Holding Company

Approves New Business Model Designed To Unlock Shareholder Value;

Board Appoints Brent Morrison as Voting Board Member

ATLANTA, GA, October 15, 2014-AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA) today announced that at a special meeting of shareholders, held on October 14, 2014, the Company’s shareholders approved certain leasing transactions, effectively authorizing AdCare to pursue the previously announced strategic plan to transition the Company to a healthcare property holding and leasing company. Approximately 10.8 million shares voted in favor of the plan, representing more than 99% of the total votes cast. The company also announced that Mr. Brent Morrison, previously a non-voting board observer, has been named to the AdCare’s Board of Directors.     

David Tenwick, AdCare’s Chairman, commented, “We are gratified with the support we have received from our shareholders, and excited to continue to execute this strategic plan, which has been designed to maximize shareholder value. We have named Bill McBride, a proven and successful veteran of the REIT industry, as our Chief Executive Officer to lead this transition, and we continue to strengthen the board with the addition of Brent Morrison.”

Through a series of leasing transactions, the operations of the Company’s currently owned and operated healthcare facilities are in the process of being transitioned to third parties, and the properties AdCare leases will be sub-leased. The Board of Directors believes this new business model will reduce risk, enhance cash flow, ultimately unlocking shareholder value. To date, the Company has leased two facilities in Alabama and another in Georgia , and refinanced two additional properties as part of this strategic plan. The Company is involved in discussions to lease additional facilities, and is actively working to secure necessary approvals to lease all remaining facilities.

“I am excited to join AdCare at this important point in the Company’s evolution, and I look forward to leading this transition,” added Bill McBride, the Company’s new Chief Executive Officer. “With this approval of our shareholders, I plan to leverage my experience in the industry to execute AdCare’s strategic plan.”

In addition, Mr. Brent Morrison, CFA has been named to AdCare’s Board of Directors. Mr. Morrison, has been serving as a non-voting observer of the Board of Directors since January 2014. Mr. Morrison is currently the Managing Director of Zuma Capital Management LLC, a position he has held since 2012, where he manages the firm’s assets by investing in undervalued small-cap companies. Prior to Zuma, Mr. Morrison was the Senior Research Analyst at the Strome Group, a private investment firm, from 2009 to 2012.  Mr. Morrison was a Research Analyst at Clocktower Capital, LLC, a global long/short equity hedge fund based in Beverly Hills, Calif., from 2007 to 2009. Prior to that, he was the Vice President of Wilshire Associates, a financial consulting firm, from 1999 to 2007.  Mr. Morrison received a MBA from the University of California at Los Angeles, with an emphasis in Finance and International Business, and a B.A. in Finance from the University of Colorado at Denver. Mr. Morrison is a Chartered Financial Analyst.    

Mr. Morrison added, “I have been involved with AdCare for more than four years, and served as a non-voting observer to the board since January, giving me the opportunity to witness the positive steps AdCare has taken to unlock shareholder value. I am excited about the opportunities in front of us and look forward to continuing to help AdCare achieve its goals.”

About AdCare Health Systems

AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA) is a recognized provider of senior living and health care facility management. Since the Company’s inception in 1988, it has owned and managed long-term care facilities and retirement communities, and has sought to provide the highest quality of healthcare services to the elderly through its operating subsidiaries, including a broad range of skilled nursing and sub-acute care services. The Company has implemented a strategic plan pursuant to which, through a series of leasing transactions, it will transition from an owner and operator of healthcare facilities to a healthcare property holding and leasing company. For more information about AdCare, visit www.adcarehealth.com.

Important Cautions Regarding Forward-Looking Statements

Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of federal law. Such statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “plans,” “intends,” “anticipates” and variations of such words or similar expressions, but their absence does not mean that the statement is not forward-looking. Statements in this announcement that are forward-looking include, but are not limited to: (i) statements regarding the strategic plan to transition the Company to a healthcare property holding and leasing company; (ii) statements regarding expense reductions, alternative financing options, reduced financing costs, run-rates and improved valuations; (iii) statements regarding anticipated dividend payments; (iv) statements regarding additional strategic alternatives; (v) statements regarding financial and operational improvements; and (vi) statements regarding the outlook for financial metrics. Such forward-looking statements reflect management's beliefs and assumptions and are based upon information currently available to management and involve known and unknown risks, results, performance or achievements of AdCare, which may differ materially from those expressed or implied in such statements. Such factors are identified in the public filings made by AdCare with the Securities and Exchange Commission and include, among others, AdCare's ability to secure lines of credit and/or an acquisition credit facility, AdCare’s ability to refinance its current debt on more favorable terms, AdCare’s ability to expand its borrowing arrangement with certain existing lenders, AdCare’s ability to raise equity capital, AdCare’s ability to improve operating results, changes in the health care industry because of political and economic influences, changes in regulations governing the health care industry, changes in reimbursement levels including those under the Medicare and Medicaid programs and changes in the competitive marketplace. There is no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements. Except where required by law, AdCare undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.

In addition, each facility mentioned in this press release is operated by a separate, wholly owned, independent operating subsidiary that has its own management, employees and assets.

References to the consolidated Company and its assets and activities, as well as the use of terms such as “we,” “us,” “our,” and similar verbiage, is not meant to imply that AdCare Health Systems, Inc. has direct operating assets, employees or revenue or that any of the facilities, the home health business or other related businesses are operated by the same entity.