Exhibit 99.1

ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction and Basis of Presentation

AdCare Health Systems, Inc. ("AdCare" or the "Company") has entered into certain sublease agreements, on varying dates, to which each sublessor (which is a wholly owned subsidiary of the Company) will lease a respective skilled nursing facility of the Company. On April 1, 2015, six wholly-owned subsidiaries of the Company commenced subleasing of the facilities. The six subleased facilities are as follows:

As previously reported, on January 31, 2015, a wholly-owned subsidiary of the Company (“Wellington Sublessor”) entered into separate sublease agreements pursuant to which Wellington Sublessor leases two skilled nursing facilities located in Georgia, to affiliates of Wellington Health Services (each a "Wellington Sublessee"). The lease commenced on April 1, 2015 on which date each Wellington Sublessee received all licenses and other approvals from the State of Georgia to operate such facility. The facilities are currently leased by Wellington Sublessor, as tenant, pursuant to a lease agreement dated August 1, 2010 (the "Prime Lease") with William M. Foster, as landlord. Each sublease agreement is structured as triple net lease wherein the Wellington Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. The initial term of each sublease agreement will expire on July 31, 2020 coterminous with the Prime Lease. If Wellington Sublessor and landlord agree to extend the term of the Prime Lease, then Wellington Sublessee has the right to extend the term of the sublease agreements through the end of the renewal term of the Prime Lease. The annual rent under the two sublease agreements in the first year is $0.3 million in the aggregate, and the annual rent under each sublease will escalate at 1% each year through the initial term and 2% per year through the renewal term, if any. The sublease agreements are cross-defaulted. In connection with the sublease agreements, the current licensed operators (wholly-owned subsidiaries of the Wellington Sublessor) and the Wellington Sublessees also entered into operations transfer agreements with respect to the applicable facility, containing customary terms and conditions relating to the transfer of operations of skilled nursing facilities.

As previously reported, on February 18, 2015, a wholly-owned subsidiary of the Company (“College Park Sublessor”) entered into a sublease agreement pursuant to which Sublessor now leases one skilled nursing facility located in Georgia, to affiliates of C.R. of College Park, LLC (the "College Park Sublessee"). The lease commenced on April 1, 2015, on which date the College Park Sublessee received all licenses and other approvals from the State of Georgia to operate such facility. The sublease agreement is

structured as triple net lease wherein the College Park Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. The initial term of the sublease agreement will expire on April 30, 2020 and has a five year renewal option. The annual rent under the sublease agreement in the first year is approximately $0.6 million, and the annual rent will escalate at $12,000 annually through the lease term. In connection with the sublease agreements, the current licensed operator (wholly-owned subsidiary of the College Park Sublessor) and the College Park Sublessee also entered into an operations transfer agreement with respect to the applicable facility, containing customary terms and conditions relating to the transfer of operations of skilled nursing facilities. In addition to this facility, the Company has also subleased a 122-bed skilled nursing facility located in Glencoe, Alabama owned by Coosa Nursing ADK, LLC, a 182-bed skilled nursing facility in located in Attalla Alabama owned by Attalla Nursing ADK, LLC, and a 52-bed skilled nursing facility in located in Thomasville, Georgia owned by ADK Thomasville Operator, LLC to affiliates of C-Ross Management during 2014.

As previously reported, on February 25, 2015, two wholly-owned subsidiaries of the Company (each, a “Symmetry Healthcare Sublessor”) entered into separate sublease agreements pursuant to which each Symmetry Healthcare Sublessor now leases. The leases commenced on April 1, 2015, on which date the Symmetry Healthcare Sublessees received all licenses and other approvals from the State of South Carolina to operate such facilities and received approval of the mortgage lender with respect to such facilities. Each sublease agreement is structured as triple net lease wherein the Symmetry Healthcare Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. Pursuant to each sublease agreement, the initial lease term is fifteen years with a five-year renewal option. The annual rent under all of the sublease agreements in the first year is $1.1 million in the aggregate, and the annual rent under each sublease will escalate at 3% each year through the initial term and upon renewal. The sublease agreements are cross-defaulted. In connection with entering into the sublease agreements, each Symmetry Healthcare Sublessor and Symmetry Healthcare Sublessee also entered into an operations transfer agreement with respect to the applicable South Carolina facilities, each containing customary terms and conditions. In addition to these two facilities, the Company has also subleased a 106-bed skilled nursing facility located in Sylva, North Carolina, owned by Mountain Trace Nursing ADK, LLC to an affiliate of Symmetry Health Care and the lease will commence, subject to, among other things, the receipt of all licenses and other approvals from the State of North Carolina to operate such facility.

As previously reported, on March 17, 2015, a wholly-owned subsidiary of the Company (“LaGrange Sublessor”) entered into a sublease agreement pursuant to which LaGrange Sublessor now leases one skilled nursing facility located in Georgia, to affiliates of C.R.of LaGrange, LLC (the "LaGrange Sublessee"). The lease commenced on April 1, 2015, on which date the LaGrange Sublessee received all licenses and other approvals from the State of Georgia to operate such facility. The facilities are currently leased by LaGrange Sublessor, as tenant, pursuant to the Prime Lease with William M. Foster, as landlord. The sublease agreement is structured as triple net lease wherein the LaGrange Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. The initial term of the sublease agreement will expire on July 31, 2020, coterminous with the Prime Lease. If LaGrange Sublessor and landlord agree to extend the term of the Prime Lease, then LaGrange Sublessee has the right to extend the term of the sublease agreements through the end of the renewal term of the Prime Lease. The annual rent under the sublease agreement in the first two years will approximate $1.0 million annually, and the annual rent will escalate at 3.0% annually through the lease term. In connection with the sublease agreements, the current licensed operators (wholly-owned subsidiaries of LaGrange Sublessor) and the LaGrange Sublessee also entered into an operations transfer agreement with respect to the applicable facility, containing customary terms and conditions relating to the transfer of operations of skilled nursing facilities. As noted above, in addition to this facility, the Company has also subleased a 122-bed skilled nursing facility located

in Glencoe, Alabama owned by Coosa Nursing ADK, LLC, a 182-bed skilled nursing facility in located in Attalla Alabama owned by Attalla Nursing ADK, LLC, and a 52-bed skilled nursing facility in located in Thomasville, Georgia owned by ADK Thomasville Operator, LLC to affiliates of C-Ross Management during 2014.

The unaudited pro forma balance sheet as of December 31, 2014 is based on the historical statements of the Company as of December 31, 2014 after giving effect to the commencement of the facility subleases. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2014 gives effect to the commencement of the facility subleases as of January 1, 2014.

The unaudited pro forma condensed consolidated financial statements presented are based on the assumptions and adjustments set forth in the notes thereto. The unaudited pro forma adjustments made in the compilation of the unaudited pro forma consolidated financial statements were directly attributable to the commencement of the six entity sublease agreements, based upon available information and assumptions, which we consider to be reasonable, and made solely for purposes of developing such unaudited pro forma financial information in compliance with the disclosure requirements of the SEC. The unaudited pro forma consolidated financial information is presented for informational purposes only and should not be considered indicative of actual results that would have been achieved had the six entities leases commenced on the dates indicated.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the 2014 Annual Report on Form 10-K, filed on March 31, 2015.

Notes:

(1)     Security deposits from tenants related to the six subleased entities in accordance with the lease agreements

Notes:

(1)     Eliminate results of operations for the six subleased entities

(2)    Eliminate management's estimated general and administrative expense related to the six subleased entities

(3)     Eliminate interest expense related to lines of credit collateralized by accounts receivable for two of the six subleased entities

(4)     Rental revenue resulting from the six subleased entities

Exhibit 99.2

EIGHTH MODIFICATION AGREEMENT

THIS EIGHTH MODIFICATION AGREEMENT dated as of April 1, 2015 (this “ Agreement ” ), is entered into by and among ADK LUMBER CITY OPERATOR, LLC ( “ Borrower 2 ” ), ADK LAGRANGE OPERATOR, LLC ( “ Borrower 4 ” ), ADK POWDER SPRINGS OPERATOR, LLC ( “ Borrower 5 ” ), ADK THUNDERBOLT OPERATOR, LLC ( “ Borrower 7 ” ), ATTALLA NURSING ADK, LLC ( “ Borrower 9 ” ), MOUNTAIN TRACE NURSING ADK, LLC , an Ohio limited liability company ( “ Borrower 10 ” ), ERIN NURSING, LLC ( “ Borrower 12 ” ), CP NURSING, LLC ( “ Borrower 13 ” ), BENTON NURSING, LLC ( “ Borrower 14 ” ), VALLEY RIVER NURSING, LLC ( “ Borrower 15 ” ), PARK HERITAGE NURSING, LLC ( “ Borrower 16 ” ), HOMESTEAD NURSING, LLC ( “ Borrower 17 ” ), MOUNTAIN VIEW NURSING, LLC ( “ Borrower 19 ” ), LITTLE ROCK HC&R NURSING, LLC ( “ Borrower 21 ” ), COOSA NURSING ADK, LLC ( “ Borrower 25 ” ), and QC NURSING, LLC ( “ Borrower 26 ” ), each a Georgia limited liability company except as hereinabove set forth (the “ Borrowers ” ), ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (the “ Guarantor ” ) (the Borrowers and the Guarantor being sometimes referred to herein collectively as the “ Borrower/Guarantor Parties ” ), and THE PRIVATEBANK AND TRUST COMPANY , an Illinois banking corporation ( “ Lender ” ).

RECITALS

A.      The Borrower/Guarantor Parties and the Lender heretofore entered into the following documents (collectively, the “ Documents ” ):

(i)      Loan and Security Agreement dated as of September 20, 2012 (the “ Loan Agreement ” ), by and among the Borrowers named therein and the Lender.

(ii)      Promissory Note dated September 20, 2012 (the “ Note ” ), from the Borrowers named therein to the Lender in the principal amount as mostly recently amended of $8,815,000.

(iii)      Guaranty of Payment and Performance dated as of September 20, 2012, by the Guarantor to and for the benefit of the Lender.

B.      The Documents were previously modified and amended by the following documents (the “ Previous Modifications ” ): (i) the Modification Agreement dated as of October 26, 2012; (ii) the Memorandum of Agreement dated January 25, 2013 (the “ Second Modification ” ); (iii) the Third Modification Agreement dated as of September 30, 2013 (the “ Third Modification ” ); (iv) the Fourth Modification Agreement dated as of November 26, 2013; (v) the Fifth Modification Agreement dated as of July 22, 2014; (vi) the Sixth Modification Agreement dated as of September 24, 2014 (the “ Sixth Modification ” ); and (vi) the Seventh Modification Agreement dated as of December 17, 2014 (the “ Seventh Modification ” ).

C.      Borrower 20, Borrower 22 and Borrower 23 (as defined in the Second Modification) were released from their respective obligations under the Documents pursuant to the Second Modification.

D.      Borrower 3, Borrower 6 and Borrower 8 (as defined in the Third Modification) were released from their respective obligations under the Documents pursuant to the Third Modification.

E.      Borrower 1, Borrower 18 and Borrower 24 (as defined in the Sixth Modification) were released from their respective obligations under the Documents pursuant to the Sixth Modification.

F.      Borrower 11 (as defined in the Seventh Modification) was released from its obligations under the Documents pursuant to the Seventh Modification.

G.      The parties desire to make certain modifications and amendments to the Documents, as modified and amended by the Previous Modifications, as more fully provided for herein, all as modifications, amendments and continuations of, but not as novations of, the Documents.

AGREEMENTS

In consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Section 1 .      Recitals Part of Agreement; Defined Terms; References to Documents; Omitted Reference to Borrower 25 in Seventh Modification; New Defined Terms Added to Loan Agreement .

(a)      The foregoing Recitals are hereby incorporated into and made a part of this Agreement.

(b)      All capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth in the Loan Agreement.

(c)      Except as otherwise stated herein, all references in this Agreement to any one or more of the Documents shall be deemed to include the Previous Modifications and amendments to the Documents provided for in the Previous Modifications, whether or not express reference is made to such previous modifications and amendments.

(d)      The parties acknowledge and agree that as a result of a clerical error, Borrower 25 was not named as a party in the first paragraph on page 1 of the Seventh Modification, but that Borrower 25 did execute the Seventh Modification as a party thereto. The parties acknowledge and agree that Borrower 25 was and is intended to be a party to the Seventh Modification, and Borrower 25 hereby joins in, adopts, ratifies and agrees to be bound by the Seventh Modification as of the December 17, 2014, date thereof, with the same effect as if it had been named as a party in the first paragraph on page 1 of the Seventh Modification.

(e)      Section 1.1 of the Loan Agreement, as modified and amended by the Previous Modifications, is hereby modified and amended by adding the defined terms “ Transferred Facility ” , “ Transferring Borrower ” , “ New Operator ” , “ Transfer Date ” and “ Transfer Documents ” which appear in Section 2 of this Agreement.

Section 2 .      Lender Consent to Transfer of Operations to New Operators and to Amendment of Lease for Facility 21 . The Borrowers and the Guarantor hereby request that the Lender consent to the transfer of operations of each Facility listed below (each a “ Transferred Facility ” ) by the Borrower which is the operator of such Facility (each a “ Transferring Borrower ” ), to the New Operator listed opposite the name of such Facility below (in each case the “ New Operator ” ), effective as of the Transfer Date listed opposite the name of such Facility below (in each case the “ Transfer Date ” ), pursuant to the Transfer Documents described opposite the name of such Facility below (in each case the “ Transfer Documents ” ), and the Lender hereby grants such consent.

Section 7.11 of the Loan Agreement shall be deemed to be modified and amended to permit the transfer of operations of the Transferred Facilities to the New Operators under the Transfer Documents, and to permit

the operation of the Transferred Facilities by the New Operators from and after their respective Transfer Dates. The Borrowers and the Guarantor also hereby request that the Lender consent to a First Amendment dated as of January 1, 2015, to the Facility Lease dated April 1, 2012, of Facility 21 to Borrower 21, and the Lender hereby grants such consent. In order to induce the Lender to grant the consents which are provided for above in this Section, the Borrowers and the Guarantor are entering into the agreements with the Lender which are provided for in this Agreement.

Section 3 .      Reductions of Loan Amount .

(a)      The amount of the Loan and the Note and the Loan Amount are hereby reduced from $8,815,000 to $6,000,000, effective as of the date of this Agreement, and all of the Documents, as modified and amended by the Previous Modifications, are hereby modified and amended accordingly.

(b)      The amount of the Loan and the Note and the Loan Amount are hereby further reduced from $6,000,000 to $5,750,000, effective as of August 1, 2015, and all of the Documents, as modified and amended by the Previous Modifications, are hereby modified and amended accordingly.

(c)      Without limitation on the generality of the foregoing provisions of this Section, the dollar amounts that appear in the Documents, as modified and amended by the Previous Modifications, in reference to the amount of the Loan and the Note are hereby modified and amended to be the respective reduced amounts set forth above in this Section effective as of the respective reduction dates set forth above in this Section, including, without limitation, in the defined term “Loan Amount” in Section 1.1 of the Loan Agreement, in the upper left corner of page 1 of the Note, in the definition of the term “Loan” in Section 1 of the Note, and in Recital paragraph A of the Guaranty, each as modified and amended by the Previous Modifications.

(d)      If any reduction of the Loan Amount which is provided for in this Section results in a reduction of the Availability that causes the outstanding principal balance of the Loan together with the combined face amount of all outstanding Letters of Credit, to exceed the reduced Availability, the Borrowers shall make such repayments of the Loan as shall be necessary to eliminate such excess, as required by the Loan Agreement, including, without limitation, Sections 3.4(b) and 7.4 thereof. In the event that at the time of any such reduction of the Availability there is no principal balance outstanding on the Loan, or if a payment made as described above in this paragraph causes no principal balance to be outstanding on the Loan, and if the combined face amount of all outstanding Letters of Credit exceeds the reduced Availability, then the Borrowers shall immediately deposit the amount of such excess in a cash collateral account as security for the Loan in the name of one or more of the Borrowers with the Lender, and shall maintain such amount on deposit in such cash collateral account so long as and to the extent that the face amount of the combined face amount of all outstanding Letters of Credit exceeds the Availability, as required by the Loan Agreement, including, without limitation, Section 3.4(b) thereof.

Section 4 .      Changes Relating to Eligible Accounts .

(a)      The following provisions shall apply notwithstanding the provisions of paragraph (k) in the defined term “Eligible Account and Eligible Accounts” in Section 1.1 of the Loan Agreement, as modified and amended by the Previous Modifications, and each of the following provisions is without limitation on any of the others:

(i)      The Accounts of Borrowers 5, 7 and 10 shall cease to be Eligible Accounts on the date of this Agreement, for the reason that the New Operators of Facilities 5, 7 and 10 declined to deliver estoppel agreements relating to their Transfer Documents in a form acceptable to the Lender.

(ii)      In the case of each Transferring Borrower and Transferred Facility, on the Transfer Date for such Transferred Facility, Accounts of such Transferring Borrower which are outstanding more than 90 days past the billing date thereof shall cease to be Eligible Accounts.

(iii)      In the case of each Transferring Borrower and Transferred Facility, all of the Accounts of such Transferring Borrower shall cease to be Eligible Accounts on the earlier of (A) date 90 days after the Transfer Date for such Transferred Facility, and (B) the date as of which the New Operator of such Transferred Facility has approval to bill the Medicare and Medicaid programs in its own name. Without limitation on the generality of the foregoing provisions of his subparagraph, as a result of such provisions, as of the date of this Agreement, the Accounts of Borrowers 2, 9, 12 and 25 are no longer Eligible Accounts, because each of them has had more than 90 days elapse after its Transfer Date of November 1, 2014.

(iv)      In the case of each Transferring Borrower and Transferred Facility, Accounts arising from the operation of such Transferred Facility which arise on and after the Transfer Date for such Transferred Facility shall not be Eligible Accounts.

(v)      In the case of each Transferring Borrower and Transferred Facility, all of the Accounts of such Transferring Borrower shall immediately cease to be Eligible Accounts if at any time on or after the Transfer Date for such Transferred Facility, any or all of the Accounts arising from the operation of such Transferred Facility are not being paid by the Account Debtors directly to a deposit account at the Lender in the name of such Transferring Borrower, regardless of whether such Accounts arose prior to or on or after the Transfer Date for such Transferred Facility. For example, Accounts due from the Medicare and Medicaid programs which arise on or after the Transfer Date for a Transferred Facility, but which are billed in the name of a Transferring Borrower because the New Operator of such Transferred Facility does not yet have approval to bill the Medicare or Medicaid programs in its own name, must be payable to a deposit account at the Lender in the name of such Transferring Borrower in order for the Accounts of such Transferring Borrower to continue to be Eligible Accounts.

(vi)      In the case of each Transferring Borrower and Transferred Facility, amounts at any time payable to such Transferring Borrower by the New Operator of such Transferred Facility shall not be Eligible Accounts, including, without limitation, amounts payable under any Transfer Documents.

(b)      If any change in the Eligible Accounts which is provided for in this Section results in a reduction of the Borrowing Base and the Availability that causes the outstanding principal balance of the Loan together with the combined face amount of all outstanding Letters of Credit, to exceed the Availability, the Borrowers shall make such repayments of the Loan as shall be necessary to eliminate such excess as required by the Loan Agreement, including, without limitation, Sections 3.4(b) and 7.4 thereof. In the event that at the time of any such reduction of the Availability there is no principal balance outstanding on the Loan, or if a payment made as described above in this paragraph causes no principal balance to be outstanding on the Loan, and if the combined face amount of all outstanding Letters of Credit exceeds the reduced Availability, then the Borrowers shall immediately deposit the amount of such excess in a cash collateral account as security for the Loan in the name of one or more of the Borrowers with the Lender, and shall maintain such amount on deposit in such cash collateral account so long as and to the extent that the face amount of the combined face amount of all outstanding Letters of Credit exceeds the Availability, as required by the Loan Agreement, including, without limitation, Section 3.4(b) thereof.

Section 5 .      Collateral Includes Transfer Documents . The Borrowers acknowledge and agree that by the terms of the definition of the term “Collateral” in the Loan Agreement, the Collateral includes the Transfer Documents, all rights of each Transferring Borrower under the Transfer Documents to which it is a party, and all amounts from time to time payable to each Transferring Borrower under the Transfer Documents to which it is a party.

Section 6 .      Continuing Obligations . The Transferring Borrowers are not being released as Borrowers and obligors under the Loan Agreement, the Note and the other Loan Documents, and they shall continue to be fully and jointly and severally obligated for the payment and performance of all of the obligations of the Borrowers under the Loan Agreement, the Note and the other Loan Documents, each as modified and amended by the Previous Modifications. It shall be the obligation of the Borrowers to ensure that the Transferred Facilities continue to be in compliance with, and to be operated in compliance with, the representations, warranties, covenants, conditions and other provisions of the Loan Agreement and the other Loan Documents, each as modified and amended by the Previous Modifications, from and after their respective Transfer Dates. After each Transfer Date, it shall be the obligation of the Borrowers to be in compliance with the provisions of the financial covenants contained in Sections 7.12 and 7.13 of the Loan Agreement, as modified and amended by the Previous Modifications, based on the income and expenses of the Borrowers excluding those Transferring Borrowers whose Transfer Date has occurred.

Section 7 .      Furnishing Information .

(a)      The Borrowers shall continue to provide the Lender with all of the information which is required by Section 7.3 of the Loan Agreement, as modified and amended by the Previous Modifications.

(b)      In addition to the information which is required by Section 7.3 of the Loan Agreement, the Borrowers shall provide the following information to the Lender:

(i)      In the case of each New Operator, without the necessity of any request by the Lender, as soon as available and in no event later than 45 days after the end of each fiscal quarter commencing with the fiscal quarter ending June 30, 2015, a financial statement of such New Operator showing the results of operations of its Transferred Facility and consisting of a balance sheet, statement of income and expense and statement of payor mix, prepared in accordance with GAAP, and certified by an officer of such New Operator.

(ii)      In the case of each New Operator, without the necessity of any request by the Lender, as soon as available and in no event later than 120 days after the end of each fiscal year commencing with the fiscal year ending December 31, 2015, an annual financial statement of such New Operator showing the results of operations of its Transferred Facility and consisting of a balance sheet, statement of income and expense, statement of cash flows and statement of payor mix, prepared in accordance with GAAP, certified by an officer of such New Operator.

(iii)      Without the necessity of any request by Lender, as soon as available and in no event later than 120 days after the end of each fiscal year commencing with the fiscal year ending December 31, 2015, an annual consolidated financial statement for all of the Facilities showing the results of operations of all of the Facilities and consisting of a statement of income and expense, statement of cash flows and statement of payor mix, prepared in accordance with GAAP, certified by an officer of the Borrowers.

Section 7.3 of the Loan Agreement, as modified and amended by the Previous Modifications, is hereby modified and amended to incorporate the foregoing provisions of this paragraph.

Section 8 .      C oncerning the Transfer Documents .

(a)      The Borrowers hereby represent and warrant to the Lender that each of the Transfer Documents is in full force and effect and has not been modified or amended other as set forth in Section 2 hereof, that no Defaults or Events of Default on the part of any party have occurred and are continuing under any of the Transfer Documents

(b)      The Borrowers hereby represent and warrant to the Lender that with the exception of Facility 10 and the Transfer Documents for that Facility, the Transfer Documents do not contain any conditions to the obligations of the parties under the Transfer Documents, or if they do contain any conditions, such conditions have either been satisfied or waived, and that the leasing and transfer of operations provided for in each of the Transfer Documents became effective and occurred on the applicable Transfer Date. If after the date of this Agreement the transfer of Facility 10 is terminated, the provisions of this Agreement with respect to Borrower 10 and Facility 10 shall not be terminated or reversed and shall continue to apply.

(b)      Each Transferring Borrower shall comply with any Transfer Documents to which it is a party. Each Transferring Borrower shall at all times duly perform and observe all of the terms, provisions, conditions and agreements on its part to be performed and observed under any Transfer Documents to which it is a party, and shall not suffer or permit any Default or Event or Default on the part of such Transferring Borrower to exist thereunder. Without the prior written consent of the Lender, which may be given or withheld in its sole and absolute discretion, each Transferring Borrower shall not agree or consent to, or suffer or permit, any modification, amendment or termination of any Transfer Document. Each Transferring Borrower shall promptly furnish to the Lender copies of all notices of default and other material documents and communications sent or received by such Transferring Borrower under or relating to any of the Transfer Documents.

(c)      The Loan Agreement, as modified and amended by the Previous Modifications, is hereby modified and amended to incorporate the foregoing provisions of this Section.

Section 9 .      Attachment to Note . The Lender may, and prior to any transfer by it of the Note shall, attach a copy of this Agreement to the original Note and place an endorsement on the original Note making reference to the fact that such attachment has been made.

Section 10 .      Representations and Warranties . The term “ Signing Entity ” as used in this Section means any entity (other than a Borrower/Guarantor Party itself) that appears in the signature block of any Borrower/Guarantor Party in this Agreement, any of the Documents or any of the Previous Modifications, if any. In order to induce the Lender to enter into this Agreement, the Borrower/Guarantor Parties hereby represent and warrant to the Lender as follows as of the date of this Agreement and if different, as of the date of the execution and delivery of this Agreement:

(a)      Each Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of the State of which is stated in the Preambles to this Agreement, and if such State is not the State in which its Facility is located, such Borrower is duly registered or qualified to transact business and in good standing in the State in which its Facility is located. Each Borrower has all necessary power and authority to carry on its present business, and has full right, power and authority to enter into this Agreement, each of the Documents to which it is a party and the Previous Modifications, and to perform and consummate the transactions contemplated hereby and thereby.

(b)      The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia, has all necessary power and authority to carry on its present business, and

has full right, power and authority to enter into this Agreement, each of the Documents to which it is a party and the Previous Modifications, and to perform and consummate the transactions contemplated hereby and thereby.

(c)      Each Signing Entity is duly organized, validly existing and in good standing under the laws of the State in which it is organized, has all necessary power and authority to carry on its present business, and has full right, power and authority to execute this Agreement, the Documents and the Previous Modifications in the capacity shown in each signature block contained in this Agreement, the Documents and the Previous Modifications in which its name appears, and such execution has been duly authorized by all necessary legal action applicable to such Signing Entity.

(d)      This Agreement, the Documents and the Previous Modifications have been duly authorized, executed and delivered by such of the Borrower/Guarantor Parties as are parties thereto, and this Agreement, the Documents and the Previous Modifications constitute valid and legally binding obligations enforceable against such of the Borrower/Guarantor Parties as are parties thereto. The execution and delivery of this Agreement, the Documents and the Previous Modifications and compliance with the provisions thereof under the circumstances contemplated therein do not and will not conflict with or constitute a breach or violation of or default under the organizational documents of any Borrower/Guarantor Party or any Signing Entity, or any agreement or other instrument to which any of the Borrower/Guarantor Parties or any Signing Entity is a party, or by which any of them is bound, or to which any of their respective properties are subject, or any existing law, administrative regulation, court order or consent decree to which any of them is subject.

(e)      The Borrower/Guarantor Parties are in full compliance with all of the terms and conditions of the Documents to which they are a party and the Previous Modifications, and no Default or Event of Default has occurred and is continuing with respect to any of the Documents or the Previous Modifications.

(f)      There is no litigation or administrative proceeding pending or threatened to restrain or enjoin the transactions contemplated by this Agreement, any of the Documents or the Previous Modifications, or questioning the validity thereof, or in any way contesting the existence or powers of any of the Borrower/Guarantor Parties or any Signing Entity, or in which an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by this Agreement, any of the Documents or the Previous Modifications, or would result in any material adverse change in the financial condition, properties, business or operations of any of the Borrower/Guarantor Parties.

(g)      The statements contained in the Recitals to this Agreement are true and correct.

Section 11 .      Documents to Remain in Effect; Confirmation of Obligations; References . The Documents shall remain in full force and effect as originally executed and delivered by the parties, except as previously modified and amended by the Previous Modifications and as expressly modified and amended herein. In order to induce the Lender to enter into this Agreement, the Borrower/Guarantor Parties hereby (i) confirm and reaffirm all of their obligations under the Documents, as previously modified and amended by the Previous Modifications and as modified and amended herein; (ii) acknowledge and agree that the Lender, by entering into this Agreement, does not waive any existing or future default or event of default under any of the Documents, or any rights or remedies under any of the Documents, except as expressly provided herein; (iii) acknowledge and agree that the Lender has not heretofore waived any default or event of default under any of the Documents, or any rights or remedies under any of the Documents; and (iv) acknowledge and agree that they do not have any defense, setoff or counterclaim to the payment or performance of any of their obligations under, or to the enforcement by the Lender of, the Documents, as previously modified and amended by the Previous Modifications and as modified and amended herein, including, without limitation, any defense, setoff or counterclaim based on the covenant of good faith and

fair dealing. All references in the Documents to any one or more of the Documents, or to the “Loan Documents,” shall be deemed to refer to such Document, Documents or Loan Documents, as the case may be, as previously modified and amended by the Previous Modifications and as modified and amended by this Agreement. Electronic records of executed documents maintained by the Lender shall be deemed to be originals thereof.

Section 12 .      Certifications, Representations and Warranties . In order to induce the Lender to enter into this Agreement, the Borrower/Guarantor Parties hereby certify, represent and warrant to the Lender that all certifications, representations and warranties contained in the Documents and the Previous Modifications and in all certificates heretofore delivered to the Lender are true and correct as of the date of this Agreement and if different, as of the date of the execution and delivery of this Agreement, and all such certifications, representations and warranties are hereby remade and made to speak as of the date of this Agreement and if different, as of the date of the execution and delivery of this Agreement.

Section 13 .      Entire Agreement; No Reliance . This Agreement sets forth all of the covenants, promises, agreements, conditions and understandings of the parties relating to the subject matter of this Agreement, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them relating to the subject matter of this Agreement other than as are herein set forth. The Borrower/Guarantor Parties acknowledge that they are executing this Agreement without relying on any statements, representations or warranties, either oral or written, that are not expressly set forth herein.

Section 14 .      Successors . This Agreement shall inure to the benefit of and shall be binding upon the parties and their respective successors, assigns and legal representatives.

Section 15 .      Severability . In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Section 16 .      Amendments, Changes and Modifications . This Agreement may be amended, changed, modified, altered or terminated only by a written instrument executed by all of the parties hereto.

Section 17 .      Construction .

(a)      The words “hereof,” “herein,” and “hereunder,” and other words of a similar import refer to this Agreement as a whole and not to the individual Sections in which such terms are used.

(b)      References to Sections and other subdivisions of this Agreement are to the designated Sections and other subdivisions of this Agreement as originally executed.

(c)      The headings of this Agreement are for convenience only and shall not define or limit the provisions hereof.

(d)      Where the context so requires, words used in singular shall include the plural and vice versa, and words of one gender shall include all other genders.

(e)      The Borrower/Guarantor Parties and the Lender, and their respective legal counsel, have participated in the drafting of this Agreement, and accordingly the general rule of construction to the effect that any ambiguities in a contract are to be resolved against the party drafting the contract shall not be employed in the construction and interpretation of this Agreement.

Section 18 .      Counterparts; Electronic Signatures . This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same document. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. An electronic record of this executed Agreement maintained by the Lender shall be deemed to be an original.

Section 19 .      Governing Law . This Agreement is prepared and entered into with the intention that the law of the State of Illinois shall govern its construction and enforcement.

Section 20 .      Waiver of Trial by Jury . THE PROVISIONS OF THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS RELATING TO WAIVER OF TRIAL BY JURY SHALL APPLY TO THIS AGREEMENT.

[SIGNATURE PAGE(S) AND EXHIBIT(S),

IF ANY, FOLLOW THIS PAGE]

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first above written.

    

Exhibit 99.10

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of April 1, 2015 (the “Commencement Date”) by and between ADK GEORGIA, LLC , a Georgia limited liability company (“Sublessor”) and C.R. OF LAGRANGE, LLC , a Georgia limited liability company (“Sublessee”).

WITNESSETH:

WHEREAS , pursuant to that certain Lease (“Master Lease”) dated August 1, 2010, Sublessor leased from William M. Foster (“Lessor”) the premises described and defined in the Master Lease as the Property (the “Property”); and

WHEREAS , Sublessee desires to sublease that portion of the Property located at 2111 West Point Road, LaGrange, Troup County, Georgia 30240 consisting of 138 licensed beds (the “Premises”) on the terms and conditions set forth herein.

NOW, THEREFORE , for and in consideration of Ten Dollars and no/100 ($10.00), and the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration paid by each party to the other, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Premises . Sublessor does hereby lease to Sublessee, and Sublessee does hereby lease from Sublessor, for the term and upon the conditions hereinafter provided, the Premises.

2. Terms and Conditions .    The term of this Sublease shall commence on the Commencement Date and continue until midnight July 31, 2020 unless sooner terminated as hereinafter provided. This Sublease is subject to the Master Lease and all of the terms, covenants, and conditions in the Master Lease are applicable to this Sublease with the same force and effect as if Sublessor were the lessor under the Master Lease and Sublessee were the Sublessor thereunder.

3. Base Rent . During the Term, Sublessee shall pay in advance to Sublessor on or before the 1st day of each month (except for the first payment, which shall be made on the Commencement Date) the following amounts as Base Rent (as defined below):

Commencing on the first day of year three (3) and continuing on the first day of each year thereafter, Base Rent shall increase by three percent (3%) over the Base Rent for the previous year.

4. Additional Rent and Other Charges. In addition to Base Rent, Sublessee shall pay to Sublessor, all other charges and additional rent payable by Sublessee under the Master Lease with respect to the Premises.

5. Absolute Net Lease . All rent payments shall be absolutely net to Sublessor, free of any and all taxes, other charges, and operating or other expenses of any kind whatsoever, all of which shall be paid by Sublessee. Sublessee shall continue to perform its obligations under this Sublease even if Sublessee claims it has been damaged by Sublessor. Thus, Sublessee shall at all times remain obligated under this Sublease without any right of set-off, counterclaim, abatement, deduction, reduction or defense of any kind. Sublessee’s sole right to recover damages against Sublessor under this Sublease shall be to prove such damages in a separate action.

6. Payment Terms. All Base Rent and other payments to Sublessor hereunder shall be paid by wire transfer in accordance with Sublessor’s wire transfer instructions attached hereto as Exhibit “A”, or as otherwise directed by Sublessor from time to time.

7. Security Deposit .    On or before the Commencement Date, Sublessee shall deposit with Sublessor and maintain during the Term the sum of Eighty Thousand and 00/100 Dollars ($80,000.00) as a security deposit (the “Security Deposit”) against the faithful performance by (i) Sublessee of its obligations under this Sublease and (ii) any affiliate of Sublessee under any lease or sublease with Sublessor or any affiliate of Sublessor. The Security Deposit shall be paid upon execution of this Sublease.

8. Late Charges . The late payment of Base Rent or other amounts due under this Sublease will cause Sublessor to lose the use of such money and incur administrative and other expenses not contemplated under this Sublease. While the exact amount of the foregoing is difficult to ascertain, the parties agree that as a reasonable estimate of fair compensation to Sublessor, if Base Rent or any other amount is not paid within (a) ten (10) days after the due date for such payment, then Sublessee shall thereafter pay to Sublessor on demand a late charge equal to five percent (5%) of such delinquent amounts, and (b) fifteen (15) days after the due date for such payment, such unpaid amount shall accrue interest from such date at the rate of ten percent (10%) per annum.

9. Assignment and Subletting.     Sublessee shall not, either voluntarily or by operation of law, assign this Sublease or further sublet all or any part of the Premises without the prior written consent of Sublessor. Any purported assignment or sublease without such consent shall be null and void and constitute a material breach of this Sublease.

10. Attorney Fees. If there is any legal or arbitration action or proceeding between Sublessor and Sublessee to enforce any provision of this Sublease or to protect or establish any right or remedy of either Sublessor or Sublessee hereunder, the unsuccessful party to such action or proceeding will pay to the prevailing party all costs and expenses, including reasonable attorneys’ fees incurred by such prevailing party in such action or proceeding and in any appearance in connection therewith, and if such prevailing party recovers a judgment in any such action, proceeding or appeal, such costs and expenses will be determined by the court or arbitration panel handling the proceeding and will be included in and as a part of such judgment.

11. Notices. All notices and demands that may be required or permitted by either party to the other shall be in writing. All notices, payments and demands hereunder shall be sent by overnight courier or by certified United States Mail, postage prepaid, addressed as provided below, or to any other place that one party may from time to time designate in a notice to the other party, and shall be deemed to have been received on the date when actually delivered to the addressee or delivery has been rejected.

12. Personal Property. Sublessee may bring his own articles of personal property to the Premises for use and Sublessee shall have the right to remove any such personal property from the Premises provided that Sublessee, at his expense, shall repair any damages to the Premises caused by such removal or by the original installation thereof.

13. Repairs & Improvements. Sublessor shall not be required to make any repairs or improvements to the Premises. Sublessee shall make no alterations in, or additions to, the Premises without first obtaining, in writing, Sublessor's consent for such alterations or additions. All such alterations or additions shall be at the sole cost and expense of Sublessee and shall become a part of the Premises and shall be the property of Sublessor. Sublessee covenants and agrees that it will take good care of the Premises, its fixtures and appurtenances, and suffer no waste or injury thereto and keep and maintain same in good and clean condition, reasonable wear and tear excepted. Sublessee shall be liable for and shall indemnify and hold Sublessor harmless in respect of any claims, liabilities, actions, damage, or injury to Sublessor, the Premises, and property or persons of anyone else, if due to wrongful act or negligence of Sublessee, or Sublessee's agents, employees, licensees or invitees. With respect to work, services, repairs, repainting, restoration, the provision of utilities or HVAC services, or the performance of other obligations required of Lessor under the Master Lease, Sublessor shall, at the written request of Sublessee, request the same from Lessor and use reasonable efforts to obtain the same from Lessor at Sublessee’s expense. Sublessee shall cooperate with Sublessor as may be required to obtain from Lessor any such work, services, repairs, repainting restoration, the provision of utilities or HVAC services, or the performance of any of Lessor’s other obligations under the Master Lease with respect to the Premises.

(a) The following shall be deemed to be events of default by Sublessee: (i) Sublessee shall fail to pay when due any installment of Base Rent or any other charge or assessment against Sublessee pursuant to the terms of this Sublease and such failure shall continue for a period of ten (10) days after Sublessor’s notice to Sublessee thereof; (ii) Sublessee shall fail to comply in every respect with any term, provision, covenant, or

warranty made under this Sublease by Sublessee and shall not cure such failure within thirty (30) days after notice thereof to Sublessee; provided that if any such failure is not curable by its nature within such thirty-day period, then Sublessee shall have such additional time as necessary to cure the same; (iii) Sublessee shall fail to comply in any respect with any term, provision, covenant or warranty under the Master Lease;

(iv) Sublessee shall do, or permit to be done anything which creates a lien upon the Premises which lien is not removed by payment or bond within twenty (20) days after Sublessee receives notice thereof or (v) a material default by Sublessee or any affiliate of Sublessee under any other lease, sublease, agreement or obligation between it and Sublessor or any of Sublessor’s affiliates which is not cured within any applicable cured period specified therein.

(b) Upon the occurrence of an aforesaid events of default, Sublessor shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever: (i) terminate this Sublease, in which event Sublessee shall immediately surrender the Premises to Sublessor, and if Sublessee fails to do so, Sublessor may without prejudice to any other remedy which it may have for possession or arrearage in Base Rent, enter upon and take possession of the Premises and expel or remove Sublessee and any other person who may be occupying the Premises or any part thereof, by force, if necessary, as permitted by Georgia law without being liable for prosecution or any claim of damages therefor; Sublessee hereby agreeing to pay to Sublessor on demand the amount of all Base Rent and other charges accrued through the date of termination; (ii) enter upon and take possession of the Premises and expel or remove Sublessee and any other person who may be occupying the Premises or any part thereof, by force, if necessary, as permitted by Georgia law, without being liable for prosecution or any claim of damages thereof and, if Sublessor so elects, relet the Premises on such terms as Sublessor may deem advisable, in its sole discretion, without advertisement, and by private negotiations provided that if Sublessor succeeds in re-letting the Premises and receives the rent therefor, Sublessee hereby agrees to pay to Sublessor the deficiency, if any, between all Rent reserved hereunder and the total rental applicable to the Term hereof obtained by Sublessor through such re-letting, and Sublessee shall be liable for Sublessor's expenses in restoring the Premises and all costs incident to such re-letting; (iii) enter upon the Premises by force if necessary as permitted by Georgia law, without being liable for prosecution or any claim of damages therefor, and do whatever Sublessee is obligated to do under the terms of this Sublease; and Sublessee agrees to reimburse Sublessor on demand for any expenses including, without limitation, reasonable attorney's fees which Sublessor may incur in thus effecting compliance with Sublessee's obligations under this Sublease and Sublessee further agrees that Sublessor shall not be liable for any damages resulting to Sublessee from such action.

(c) Notwithstanding any provision hereof, in the event (i) Sublessee defaults under this Sublease and/or the Master Lease or (ii) the entering into of this Sublease results in Lessor giving notice of default under the Master Lease, Sublessor shall have the right to terminate this Sublease immediately.

(d) The remedies provided for herein are cumulative and in addition to any other remedy provided by law or at equity. No action taken by or on behalf of Sublessor shall be construed to be an acceptance of a surrender of this Sublease. Forbearance by Sublessor to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default.

15. Holding Over . If Sublessee remains in possession of any portion of the Premises after expiration or termination of the Term with or without Sublessor's written consent, Sublessee shall become a Sublessee-at-sufferance, and there shall be no renewal of this Sublease by operation of law. During the period of any such holding over, all provisions of this Sublease shall be and remain in effect except that the monthly rental shall be 150% of the amount of Base Rent payable for the last full calendar month of the Term including renewals or extensions. The inclusion of the preceding sentence in this Sublease shall not be construed as Sublessor's consent for Sublessee to hold over.

16. Surrender of Premises.     Upon the expiration or other termination of this Sublease, Sublessee shall quit and surrender to Sublessor the Premises broom clean in substantially the same condition as at the commencement of the Sublease, reasonable wear and tear only excepted. Sublessee’s obligation to observe or perform this covenant shall survive the expiration or other termination of this Sublease.

17. Successors and Assigns . This Sublease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns.

18. Entire Sublease. This Sublease sets forth all the Subleases between Sublessor and Sublessee concerning the Premises, and there are no other Subleases either oral or written other than as set forth in this Sublease.

19. Governing Law .    This Sublease shall be governed by and construed in accordance with the laws of the State of Georgia.

20. Other Provisions of Master Lease . This Sublease is subject and subordinate to the Master Lease. As and to the extent hereinafter provided, all applicable terms and conditions of the Master Lease are incorporated into and made a part of this Sublease as if Sublessee were the lessee under the Master Lease. Unless expressly provided for in this Sublease to the contrary, Sublessee assumes and agrees to perform the Sublessor’s obligations under the Master Lease during the term of this Sublease, except that the obligation to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee by virtue of its payments and reimbursements to Sublessor pursuant to this Sublease. Sublessee shall not cause or suffer any act of negligence that will violate any of the provisions of the Master Lease. If the Master Lease terminates for any reason, this Sublease shall terminate and the parties shall be relieved from all liabilities and obligations under this Sublease; provided, however, that if this Sublease is terminated by Lessor due to a default of Sublessor or Sublessee under the Master Lease or under this Sublease, the defaulting party shall be liable to the non-defaulting party for all damage suffered by the non-defaulting party as a result of the termination. Sublessee shall provide copies of all reports required under the Master Lease to Sublessor and to Lessor. In addition, if the entering into of this Sublease results in Lessor giving notice of default under the Master Lease, Sublessor shall have the right to terminate this Sublease immediately.

21. Payment of Taxes By Sublessee . Notwithstanding any provision of the Master Lease, Sublessee shall timely pay directly to the applicable taxing authority, all real and personal property taxes due with respect to the Premises and shall provide to Sublessor,

written evidence of such payments.

22. Sublessor Deposits . Under the terms of the Master Lease, Sublessor has made the following deposits with Lessor with respect the Premises: (i) a security deposit in the amount of $79,917.00 and (ii) an advance rent deposit in the amount of $124,200.00 (hereinafter such deposits are collectively referred to as the “ Sublessor Deposits” ). The parties agree that the Sublessor Deposits shall continue to be held by Lessor for the benefit of Sublessor under the Master Lease.

23. Right of First Refusal . Sublessee acknowledges and agrees that (i) the right of first refusal granted to Sublessor in Section 6(a) of the Master Lease and (ii) the right of first opportunity granted to Sublessor in Section 6(b) of the Master Lease shall continue to be held by Sublessor and are not made a part of this Sublease.

24. Insurance . Original policies or satisfactory certificates evidencing the existence of the insurance required by the Master Lease shall show the interest of Sublessor and shall be provided to Sublessor prior to the commencement of this Sublease, and for a renewal policy, not less than ten (10) days prior to the expiration date of the policy being renewed. All casualty insurance provided for in the Master Lease shall name Sublessor as an additional insured. Proof of insurance shall be provided by Sublessee to Sublessor upon execution of this Sublease and upon renewal of each insurance policy, or as time to time as requested by Sublessor. Cancellation notice of any such insurance policy must be provided to the Sublessor 60 days prior to cancellation effective date, which shall be indicated on the certificate(s) of insurance provided by the Sublessee in conjunction with this requirement. If such insurance coverage is claims made, Sublessee agrees to obtain statute of limitations tail coverage naming Sublessor as additional insured, at the termination of this Sublease.

25. Governing Law and Venue . This Sublease is made pursuant to, and shall be construed and enforced in accordance with, the laws in force in the State of Georgia, and any dispute arising hereunder shall be brought in the courts of Troup County, Georgia.

26. Entire Agreement . The parties hereby understand and agree that this Sublease contains the entire agreement between the parties and cannot be changed or modified except by a written instrument subsequently executed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be duly executed and delivered as of the day and year first written above.

SUBLESSEE :                      SUBLESSOR :

C.R. OF LAGRANGE, LLC,            ADK GEORGIA, LLC,

a Georgia limited liability company            a Georgia limited liability company