ADCARE HEALTH SYSTEMS, INC (Form: 8-K, Received: 05/06/2015 17:16:26)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 30, 2015

AdCare Health Systems, Inc.

(Exact Name of Registrant as Specified in Charter)



Georgia	001-33135	31-1332119
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	1145 Hembree Road Roswell, Georgia 30076
(Address of Principal Executive Offices)

(678) 869-5116

(Registrant’s telephone number, including area code)

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01	Entry into a Material Definitive Agreement

10% Convertible Subordinated Notes Due April 30, 2017

As previously disclosed in Part II., Item 9B., Other Information - 10% Convertible Subordinated Notes Due April 30, 2017 (the “Note Disclosure”), of the Annual Report on Form 10-K of AdCare Health Systems, Inc. (the “Company”) for the year ended December 31, 2014 (the “Form 10-K”), the Company entered into Subscription Agreements on March 31, 2015 with certain accredited investors pursuant to which the Company accepted subscriptions for an aggregate of $8,500,000 in principal amount of the Company’s 10% Convertible Subordinated Notes Due April 30, 2017 (the “2015 Notes”). In connection therewith, the Company issued $1,685,000 in principal amount of 2015 Notes on March 31, 2015, upon receipt of payment therefor.

On April 30, 2015, the Company issued an additional $6,015,000 in principal amount of 2015 Notes in respect of subscriptions accepted on March 31, 2015 and upon receipt of payment therefor. Accepted subscriptions for $800,000 in principal amount of 2015 Notes were not funded by the April 30, 2015 payment deadline, and 2015 Notes will not be issued in respect thereof.

The 2015 Notes bear interest at 10.0% per annum and such interest is payable quarterly in cash in arrears beginning on June 30, 2015. The 2015 Notes mature on April 30, 2017, and are unsecured and subordinated in right of payment to existing and future senior indebtedness of the Company. The 2015 Notes are convertible at the option of the holder into shares of the Company’s common stock at an initial conversion price equal to $4.25 per share, subject to adjustment for certain anti-dilution adjustments as described in the Note Disclosure. The 2015 Notes include terms with respect to redemption, change of control and events of default, as described in the Note Disclosure, which is incorporated herein by this reference.

On April 30, 2015, the investors who were issued the 2015 Notes on such date also became parties to that certain Registration Rights Agreement between the Company and the holders of the 2015 Notes issued on March 31, 2015, pursuant to which the Company has agreed to file, no later than June 29, 2015, a registration statement with the Securities and Exchange Commission to register the resale of the shares of the Company’s common stock issuable upon conversion of the 2015 Notes and to use the Company’s best efforts to cause such registration statement to become effective as soon as practicable after filing.

The 2015 Notes issued on April 30, 2015 were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration set forth in Rule 506(b) of Regulation D promulgated pursuant to Section 4(a)(2) of the Securities Act. The Company based such reliance upon representations made by each investor to the Company regarding lack of general solicitation and such investor’s investment intent, sophistication and status as an “accredited investor,” as defined in Regulation D, among other things.

In connection with the offering of 2015 Notes, the Company paid to Institutional Securities Corporation, the placement agent in the offering, a placement agent fee of $151,000 (calculated based upon payments for the 2015 Notes actually received by the Company from investors identified by the placement agent). Institutional Securities Corporation is affiliated with Doucet Asset Management, LLC, a greater than 5% beneficial owner of the Company’s common stock. See in the Form 10-K: (i) Part III., Item 12., Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; and (iii) Part III., Item 13., Certain Relationships and Related Transactions and Director Independence

- Related Party Transactions - Doucet Asset Management, LLC, which sections are incorporated herein by this reference.

In the offering, the Company accepted on March 31, 2015 a Subscription Agreement from Park City Capital Offshore Master, Ltd. (“Park City Offshore”), an affiliate of Michael J. Fox, the Lead Director of the Company, for $1,000,000 in principal amount of 2015 Notes and issued a 2015 Note with such principal amount to Park City Offshore on April 30, 2015, upon receipt of payment therefor. See in the Form 10-K: (i) Part III., Item 10., Directors, Executive Officers and Corporate Governance - Arrangements with Directors Regarding Election/Appointment ; (ii) Part III., Item 12., Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ; and (iii) Part III., Item 13., Certain Relationships and Related Transactions and Director Independence - Related Party Transactions - Park City Capital , which sections are incorporated herein by this reference.

Loan Modifications

On May 1, 2015, Little Rock HC&R Property Holdings, LLC, a wholly owned subsidiary of the Company (“Private Bank Borrower”), entered into a Fifth Modification Agreement with The PrivateBank and Trust Company (“PrivateBank”), which modified that certain Loan Agreement, dated March 30, 2012, as amended, between the PrivateBank Borrower and PrivateBank. The Fifth Modification, among other things: (i) provides for lender consent to the sublease of the Company’s Little Rock Health & Rehabilitation Center to an affiliate of Aria Health Group, LLC (“Aria”); and (ii) amends the minimum EBITDAR covenant discussed in the Loan Agreement to reflect a new facility operator, Highlands of Little Rock West Markham, LLC.

On May 1, 2015, Benton Property Holdings, LLC, Park Heritage Property Holdings, LLC, and Valley River Property Holdings, LLC, each a wholly owned subsidiary of the Company (collectively, the “Borrower Group”), entered into a Loan Modification Agreement with PrivateBank, which modified that certain Loan Agreement, dated September 1, 2011, as amended, between the Borrower Group and PrivateBank. The Modification, among other things: (i) provides for lender consent to the sublease of the Company’s Heritage Park Nursing Center to an affiliate of Aria; and (ii) amends the minimum EBITDA covenant described in the Loan Agreement to (a) reflect a new facility operator, Highlands of Rogers Dixieland, LLC, and (b) change the minimum EBITDA covenant to a “Minimum EBITDAR/Management Fee” covenant, which modifies minimum EBITDAR to take into account management fees equal to the greater of the operator’s actual management fees for such period or imputed management fees equal to 5% of such operator’s gross income for such period, as determined in accordance with generally accepted accounting principles.

The Company also currently maintains various other secured senior loans with PrivateBank, as well as two working capital lines of credit. See the description of the Company’s arrangements with PrivateBank set forth in the Form 10-K in Part II., Item 8., Financial Statements and Supplementary Data , and Part II., Item 7., Management Discussion and Analysis of Financial Condition and Results of Operations , which description is incorporated herein by reference.


Item 1.02	Termination of a Material Definitive Agreement

Effective April 30, 2015, the following two sublease agreements were terminated:


•	Sublease Agreement, dated as of January 16, 2015, by and among Valley River Property Holdings, LLC, Valley River Nursing, LLC and Highlands of Fort Smith, LLC, with respect to the Company’s sublease of a skilled nursing facility to an affiliate of Aria; and


•	Sublease Agreement, dated as of January 16, 2015, by and among Benton Property Holdings, LLC, Benton Nursing, LLC and Highlands of Bentonville, LLC, with respect to the Company’s sublease of a skilled nursing facility to an affiliate of Aria.

The terminated sublease agreements originally provided for initial lease terms of five years, with renewal options, and annual base rent of $1.2 million in the aggregate, subject to escalation. The terminated sublease agreements were terminated before they became effective and before operations of the applicable facilities were transferred.

The Company and the applicable subsidiary of Aria mutually agreed to terminate the sublease agreements mentioned above, and the Company did not incur any penalties or other fees in connection with such terminations.

Sublease agreements between the Company and affiliates of Aria for eight other facilities became effective on May 1, 2015, as described in Item 2.01 of this Current Report on Form 8-K.


Item 2.01	Completion of Acquisition or Disposition of Assets

As previously disclosed, certain wholly owned subsidiaries of the Company have entered into certain sublease agreements, on varying dates, pursuant to which they would lease certain skilled nursing facilities of the Company to third-party operators. On May 1, 2015, sublease agreements for eight facilities became effective and the operations of the applicable facility under each such sublease agreement were transferred. The eight facilities for which sublease agreements became effective on May 1, 2015 are as follows:


•	Little Rock Health & Rehabilitation Center, a 154-bed skilled nursing facility located in Little Rock, Arkansas.


•	Northridge Health Care, a 140-bed skilled nursing facility located in North Little Rock, Arkansas.


•	Woodland Hills Health & Rehabilitation Center, a 140-bed skilled nursing facility located in Little Rock, Arkansas.


•	Homestead Manor Nursing Home, a 97-bed skilled nursing facility located in Stamps, Arkansas.


•	Stone County Nursing & Rehabilitation Center, a 96-bed skilled nursing facility located in Mountain View, Arkansas.


•	Heritage Park Nursing Center, a 93-bed skilled nursing facility located in Rogers, Arkansas.


•	Abington Place Health & Rehabilitation Center, a 77-bed skilled nursing facility located in Little Rock, Arkansas.


•	Stone County Residential Care Center, a 32-bed assisted living facility located in Mountain View, Arkansas.

entered into fourteen subleases which are currently effective and under which operations of the applicable facilities have transferred (“Cumulative Subleases”).

Arkansas Leases

As previously reported, on January 16, 2015, ten wholly-owned subsidiaries of the Company (each, an “Aria Sublessor”), entered into separate sublease agreements pursuant to which each Aria Sublessor would lease one of ten skilled nursing facilities located in Arkansas to certain affiliates of Aria (each, an “Aria Sublessee”). On February 27, 2015 and March 31, 2015, the sublease agreements with the Aria Sublessees were amended to extend the commencement date of the subleases to April 1, 2015, and May 1, 2015, respectively.

Eight of the separate sublease agreements with affiliates of Aria commenced on May 1, 2015. The remaining two sublease agreements with affiliates of Aria terminated effective April 30, 2015, as disclosed in Item 1.02 of this Current Report on Form 8-K.

On April 30, 2015, the Company entered into a Lease Inducement Fee Agreement with Aria Health Consulting, LLC, pursuant to which the Company paid to Aria Health Consulting, LLC a fee of $2.0 million as a lease inducement for the Aria Sublessees to enter into the third amendment of the sublease agreements described below and to commence such subleases and transfer operations thereunder.

On April 30, 2015, the eight Aria Sublessors entered into a third amendment with the eight Aria Sublessees, which amended each separate sublease agreement to, among other things: (i) extend the initial sublease term to ten years and (ii) provide that the Aria Sublessees shall, collectively, pay to the Aria Sublessors special rent in the amount of $29,500 per month payable in advance on or before the first day of each month (except for the first special rent payment, which shall be subtracted from the lease inducement fee paid by the Company under the Lease Inducement Fee Agreement).

As a condition to the Aria Sublessees agreement to a commencement date of May 1, 2015, the Company and the Aria Sublessees agreed to assess, in good faith and within thirty (30) days following the commencement date, making a one-time equitable adjustment to base rent equal to the difference between the facilities 2014 professional liability and general liability insurance costs and projected costs for the first lease year of comparable or mutually acceptable insurance as further adjusted by anticipated Medicaid reimbursement rate increases solely from such added costs.

Each sublease agreement is structured as triple net lease wherein each Aria 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 ten years with a five-year renewal option. The annual base rent under all of the sublease agreements in the first year is $5.3 million in the aggregate (exclusive of any equitable adjustment as described above), and the annual base rent under each sublease will escalate at 2% each year through the initial term and 3% per year upon renewal. The sublease agreements are cross-defaulted.

In connection with entering into the sublease agreements, each Aria Sublessor and Aria Sublessee also entered into an operations transfer agreement with respect to the applicable facility, each containing customary terms and conditions.

Item 2.03 Creation of a Direct Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by this reference.


Item 3.02	Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K under “10% Convertible Subordinated Notes Due April 30, 2017” is incorporated herein by this reference.


Item 7.01	Regulation FD Disclosure

This Current Report on Form 8-K includes in Item 9.01 pro forma financial statements reflecting the commencement of certain subleases.

On May 5, 2015, the Company issued a press release announcing an update on its strategic transition to a property holding and leasing company. A copy of the press release is attached to this Current Report as Exhibit 99.2

Attached as Exhibit 99.3 and furnished for purposes of Regulation FD is an updated Investor Presentation which may be used from time to time by the Company. In accordance with general instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8‑K (including Exhibit 99.3) is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.


Item 9.01	Financial Statements and Exhibits


(b)	Pro Forma Financial Information. Unaudited pro forma condensed consolidated financial statements of the Company to give effect to the commencement of eight additional subleases and is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


•	Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2014


•	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year ended December 31, 2014

(d) Exhibits


99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements of AdCare Health Systems, Inc. as of and for the year ended December 31, 2014


99.2	Press release issued May 5, 2015


99.3	Investor Presentation


99.4	Sublease Agreement, dated as of January 16, 2015, by and among Little Rock HC&R Property Holdings, LLC, Little Rock HC&R Nursing, LLC and Highlands of Little Rock West Markham, LLC

(Incorporated by reference to Exhibit 10.364 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.5	Sublease Agreement, dated as of January 16, 2015, by and among Northridge HC&R Property Holdings, LLC, Northridge HC&R Nursing, LLC and Highlands of North Little Rock John Ashley, LLC (Incorporated by reference to Exhibit 10.372 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.6	Sublease Agreement, dated as of January 16, 2015, by and among Woodland Hills HC Property Holdings, LLC, Woodland Hills HC Nursing, LLC and Highlands of Little Rock Riley, LLC (Incorporated by reference to Exhibit 10.363 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.7	Sublease Agreement, dated as of January 16, 2015, by and among Homestead Property Holdings, LLC, Homestead Nursing, LLC and Highlands of Stamps, LLC (Incorporated by reference to Exhibit 10.368 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.8	Sublease Agreement, dated as of January 16, 2015, by and among Mt. V Property Holdings, LLC, Mountain View Nursing, LLC and Highlands of Mountain View SNF, LLC (Incorporated by reference to Exhibit 10.365 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.9	Sublease Agreement, dated as of January 16, 2015, by and among Park Heritage Property Holdings, LLC, Park Heritage Nursing, LLC and Highlands of Rogers Dixieland, LLC (Incorporated by reference to Exhibit 10.367 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.10	Sublease Agreement, dated as of January 16, 2015, by and among APH&R Property Holdings, LLC, APH&R Nursing, LLC and Highlands of Little Rock South Cumberland, LLC (Incorporated by reference to Exhibit 10.371 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.11	Sublease Agreement, dated as of January 16, 2015, by and among Mountain Top Property Holdings, LLC, Mountain Top ALF, LLC and Highlands of Mountain View RCF, LLC (Incorporated by reference to Exhibit 10.370 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.12	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Little Rock HC&R Property Holdings, LLC, Little Rock HC&R Nursing, LLC and Highlands of Little Rock West Markham, LLC


99.13	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Northridge HC&R Property Holdings, LLC, Northridge HC&R Nursing, LLC and Highlands of North Little Rock John Ashley, LLC


99.14	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Woodland Hills HC Property Holdings, LLC, Woodland Hills HC Nursing, LLC and Highlands of Little Rock Riley, LLC


99.15	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Homestead Property Holdings, LLC, Homestead Nursing, LLC and Highlands of Stamps, LLC


99.16	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Mt. V Property Holdings, LLC, Mountain View Nursing, LLC and Highlands of Mountain View SNF, LLC


99.17	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Park Heritage Property Holdings, LLC, Park Heritage Nursing, LLC and Highlands of Rogers Dixieland, LLC


99.18	First Amendment to Sublease Agreement, dated February 27, 2015, by and among APH&R Property Holdings, LLC, APH&R Nursing, LLC and Highlands of Little Rock South Cumberland, LLC


99.19	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Mountain Top Property Holdings, LLC, Mountain Top ALF, LLC and Highlands of Mountain View RCF, LLC


99.20	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Little Rock HC&R Property Holdings, LLC, Little Rock HC&R Nursing, LLC and Highlands of Little Rock West Markham, LLC


99.21	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Northridge HC&R Property Holdings, LLC, Northridge HC&R Nursing, LLC and Highlands of North Little Rock John Ashley, LLC


99.22	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Woodland Hills HC Property Holdings, LLC, Woodland Hills HC Nursing, LLC and Highlands of Little Rock Riley, LLC


99.23	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Homestead Property Holdings, LLC, Homestead Nursing, LLC and Highlands of Stamps, LLC


99.24	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Mt. V Property Holdings, LLC, Mountain View Nursing, LLC and Highlands of Mountain View SNF, LLC


99.25	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Park Heritage Property Holdings, LLC, Park Heritage Nursing, LLC and Highlands of Rogers Dixieland, LLC


99.26	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among APH&R Property Holdings, LLC, APH&R Nursing, LLC and Highlands of Little Rock South Cumberland, LLC


99.27	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Mountain Top Property Holdings, LLC, Mountain Top ALF, LLC and Highlands of Mountain View RCF, LLC


99.28	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Little Rock HC&R Property Holdings, LLC, Little Rock HC&R Nursing, LLC and Highlands of Little Rock West Markham, LLC


99.29	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Northridge HC&R Property Holdings, LLC, Northridge HC&R Nursing, LLC and Highlands of North Little Rock John Ashley, LLC


99.30	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Woodland Hills HC Property Holdings, LLC, Woodland Hills HC Nursing, LLC and Highlands of Little Rock Riley, LLC


99.31	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Homestead Property Holdings, LLC, Homestead Nursing, LLC and Highlands of Stamps, LLC


99.32	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Mt. V Property Holdings, LLC, Mountain View Nursing, LLC and Highlands of Mountain View SNF, LLC


99.33	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Park Heritage Property Holdings, LLC, Park Heritage Nursing, LLC and Highlands of Rogers Dixieland, LLC


99.34	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among APH&R Property Holdings, LLC, APH&R Nursing, LLC and Highlands of Little Rock South Cumberland, LLC


99.35	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Mountain Top Property Holdings, LLC, Mountain Top ALF, LLC and Highlands of Mountain View RCF, LLC


99.36	Lease Inducement Fee Agreement, dated April 30, 2015 by and between AdCare Health Systems, Inc. and Aria Health Consulting, LLC


99.37	Sublease Termination Agreement, dated April 30, 2015 by and among Vallery River Property Holdings, LLC, Valley River Nursing, LLC, and Highlands of Fort Smith, LLC


99.38	Sublease Termination Agreement, dated April 30, 2015 by and among Benton Property Holdings, LLC, Benton Nursing, LLC, and Highlands of Bentonville, LLC.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: May 6, 2015	ADCARE HEALTH SYSTEMS, INC.


		/s/ Allan J. Rimland
		Allan J. Rimland
		President and Chief Financial Officer

EXHIBIT INDEX


99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements of AdCare Health Systems, Inc. as of and for the year ended December 31, 2014


99.2	Press release issued May 5, 2015


99.3	Investor Presentation


99.4	Sublease Agreement, dated as of January 16, 2015, by and among Little Rock HC&R Property Holdings, LLC, Little Rock HC&R Nursing, LLC and Highlands of Little Rock West Markham, LLC (Incorporated by reference to Exhibit 10.364 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.5	Sublease Agreement, dated as of January 16, 2015, by and among Northridge HC&R Property Holdings, LLC, Northridge HC&R Nursing, LLC and Highlands of North Little Rock John Ashley, LLC (Incorporated by reference to Exhibit 10.372 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.6	Sublease Agreement, dated as of January 16, 2015, by and among Woodland Hills HC Property Holdings, LLC, Woodland Hills HC Nursing, LLC and Highlands of Little Rock Riley, LLC (Incorporated by reference to Exhibit 10.363 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.7	Sublease Agreement, dated as of January 16, 2015, by and among Homestead Property Holdings, LLC, Homestead Nursing, LLC and Highlands of Stamps, LLC (Incorporated by reference to Exhibit 10.368 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.8	Sublease Agreement, dated as of January 16, 2015, by and among Mt. V Property Holdings, LLC, Mountain View Nursing, LLC and Highlands of Mountain View SNF, LLC (Incorporated by reference to Exhibit 10.365 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.9	Sublease Agreement, dated as of January 16, 2015, by and among Park Heritage Property Holdings, LLC, Park Heritage Nursing, LLC and Highlands of Rogers Dixieland, LLC (Incorporated by reference to Exhibit 10.367 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.10	Sublease Agreement, dated as of January 16, 2015, by and among APH&R Property Holdings, LLC, APH&R Nursing, LLC and Highlands of Little Rock South Cumberland, LLC (Incorporated by reference to Exhibit 10.371 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.11	Sublease Agreement, dated as of January 16, 2015, by and among Mountain Top Property Holdings, LLC, Mountain Top ALF, LLC and Highlands of Mountain View RCF, LLC (Incorporated by reference to Exhibit 10.370 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014)


99.12	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Little Rock HC&R Property Holdings, LLC, Little Rock HC&R Nursing, LLC and Highlands of Little Rock West Markham, LLC


99.13	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Northridge HC&R Property Holdings, LLC, Northridge HC&R Nursing, LLC and Highlands of North Little Rock John Ashley, LLC


99.14	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Woodland Hills HC Property Holdings, LLC, Woodland Hills HC Nursing, LLC and Highlands of Little Rock Riley, LLC


99.15	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Homestead Property Holdings, LLC, Homestead Nursing, LLC and Highlands of Stamps, LLC


99.16	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Mt. V Property Holdings, LLC, Mountain View Nursing, LLC and Highlands of Mountain View SNF, LLC


99.17	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Park Heritage Property Holdings, LLC, Park Heritage Nursing, LLC and Highlands of Rogers Dixieland, LLC


99.18	First Amendment to Sublease Agreement, dated February 27, 2015, by and among APH&R Property Holdings, LLC, APH&R Nursing, LLC and Highlands of Little Rock South Cumberland, LLC


99.19	First Amendment to Sublease Agreement, dated February 27, 2015, by and among Mountain Top Property Holdings, LLC, Mountain Top ALF, LLC and Highlands of Mountain View RCF, LLC


99.20	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Little Rock HC&R Property Holdings, LLC, Little Rock HC&R Nursing, LLC and Highlands of Little Rock West Markham, LLC


99.21	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Northridge HC&R Property Holdings, LLC, Northridge HC&R Nursing, LLC and Highlands of North Little Rock John Ashley, LLC


99.22	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Woodland Hills HC Property Holdings, LLC, Woodland Hills HC Nursing, LLC and Highlands of Little Rock Riley, LLC


99.23	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Homestead Property Holdings, LLC, Homestead Nursing, LLC and Highlands of Stamps, LLC


99.24	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Mt. V Property Holdings, LLC, Mountain View Nursing, LLC and Highlands of Mountain View SNF, LLC


99.25	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Park Heritage Property Holdings, LLC, Park Heritage Nursing, LLC and Highlands of Rogers Dixieland, LLC


99.26	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among APH&R Property Holdings, LLC, APH&R Nursing, LLC and Highlands of Little Rock South Cumberland, LLC


99.27	Second Amendment to Sublease Agreement, dated March 31, 2015, by and among Mountain Top Property Holdings, LLC, Mountain Top ALF, LLC and Highlands of Mountain View RCF, LLC


99.28	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Little Rock HC&R Property Holdings, LLC, Little Rock HC&R Nursing, LLC and Highlands of Little Rock West Markham, LLC


99.29	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Northridge HC&R Property Holdings, LLC, Northridge HC&R Nursing, LLC and Highlands of North Little Rock John Ashley, LLC


99.30	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Woodland Hills HC Property Holdings, LLC, Woodland Hills HC Nursing, LLC and Highlands of Little Rock Riley, LLC


99.31	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Homestead Property Holdings, LLC, Homestead Nursing, LLC and Highlands of Stamps, LLC


99.32	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Mt. V Property Holdings, LLC, Mountain View Nursing, LLC and Highlands of Mountain View SNF, LLC


99.33	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Park Heritage Property Holdings, LLC, Park Heritage Nursing, LLC and Highlands of Rogers Dixieland, LLC


99.34	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among APH&R Property Holdings, LLC, APH&R Nursing, LLC and Highlands of Little Rock South Cumberland, LLC


99.35	Third Amendment to Sublease Agreement, dated April 30, 2015, by and among Mountain Top Property Holdings, LLC, Mountain Top ALF, LLC and Highlands of Mountain View RCF, LLC


99.36	Lease Inducement Fee Agreement, dated April 30, 2015 by and between AdCare Health Systems, Inc. and Aria Health Consulting, LLC


99.37	Sublease Termination Agreement, dated April 30, 2015 by and among Vallery River Property Holdings, LLC, Valley River Nursing, LLC, and Highlands of Fort Smith, LLC


99.38	Sublease Termination Agreement, dated April 30, 2015 by and among Benton Property Holdings, LLC, Benton Nursing, LLC, and Highlands of Bentonville, LLC.

Exhibit 99.1

ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction and Basis of Presentation

Certain wholly owned subsidiaries of AdCare Health Systems, Inc. ("AdCare" or the "Company") have entered into certain sublease agreements, on varying dates, pursuant to which they would lease certain skilled nursing facilities of the Company to third-party operators. On May 1, 2015, sublease agreements for eight facilities became effective and the operations of the applicable facility under each such sublease agreement were transferred. The eight facilities for which sublease agreements became effective on May 1, 2015 are as follows:


•	Little Rock Health & Rehabilitation Center, a 154-bed skilled nursing facility located in Little Rock, Arkansas.


•	Northridge Health Care, a 140-bed skilled nursing facility located in North Little Rock, Arkansas.


•	Woodland Hills Health & Rehabilitation Center, a 140-bed skilled nursing facility located in Little Rock, Arkansas.


•	Homestead Manor Nursing Home, a 97-bed skilled nursing facility located in Stamps, Arkansas.


•	Stone County Nursing & Rehabilitation Center, a 96-bed skilled nursing facility located in Mountain View, Arkansas.


•	Heritage Park Nursing Center, a 93-bed skilled nursing facility located in Rogers, Arkansas.


•	Abington Place Health & Rehabilitation Center, a 77-bed skilled nursing facility located in Little Rock, Arkansas.


•	Stone County Residential Care Center, a 32-bed assisted living facility located in Mountain View, Arkansas.

The above effective sublease agreements are in addition to certain other sublease agreements which became effective on April 1, 2015. See the Company’s Current Report on Form 8-K filed on April 7, 2015 for a description of these other sublease agreements. On a cumulative basis, the Company has entered into fourteen subleases which are currently effective and under which operations of the applicable facilities have transferred (“Cumulative Subleases”).

Arkansas Leases

inducement for the Aria Sublessees to enter into the third amendment of the sublease agreements described below and to commence such subleases and transfer operations thereunder.

Pro Forma Financials

The unaudited pro forma balance sheet as of December 31, 2014 is based on the historical balance sheet of the Company as of December 31, 2014 after giving effect to the commencement of the Cumulative Subleases as of such date. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2014 is based on the historical statement of operations of the Company for the year ending December 31, 2015 giving effect to the commencement of the Cumulative 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 Cumulative Subleases, 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 Cumulative Subleases 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 Company's 2014

Annual Report on Form 10-K , filed on March 31, 2015 and the Company's Current Report on Form 8-K , filed on April 7, 2015.

ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014

(Amounts in thousands, except per share data)



			Audited							Pro Forma
			December 31, 2014			Adjustments				December 31, 2014
		ASSETS
Current Assets:
	Cash and cash equivalents		$	10,735		$	(1,603	)	(1) (2) (3) (4)	$	9,132
	Restricted cash and investments		3,321			—				3,321
	Accounts receivable, net		24,294			—				24,294
	Prepaid expenses and other		1,766			106			(2)	1,872
	Deferred tax asset		569			—				569
	Assets of disposal group held for sale		5,813			—				5,813
	Assets of variable interest entity held for sale		5,924			—				5,924
		Total current assets	52,422			(1,497		)		50,925

Restricted cash and investments			5,456			—				5,456
Property and equipment, net			135,585			110			(4)	135,695
Intangible assets, net			6,558			—				6,558
Goodwill			4,224			—				4,224
Deferred loan costs, net			3,464			—				3,464
Other assets			2,252			1,894			(2)	4,146
		Total assets	$	209,961		$	507			$	210,468

		LIABILITIES AND EQUITY
Current Liabilities:
	Current portion of notes payable and other debt		$	22,113		$	—			$	22,113
	Accounts payable and accrued expenses		32,087			(273		)	(3)	31,814
	Liabilities of disposal group held for sale		5,197			—				5,197
	Liabilities of variable interest entity held for sale		5,956			—				5,956
		Total current liabilities	65,353			(273		)		65,080

Notes payable and other debt			118,093			—				118,093
Other liabilities and security deposits			2,129			828			(1)	2,957
Deferred tax liability			605			—				605
		Total liabilities	186,180			555				186,735

Preferred stock			20,392			—				20,392
Stockholders' equity:
	Common stock and additional paid-in-capital		61,896			—				61,896
	Accumulated deficit		(56,067		)	(48		)	(4)	(56,115		)
		Total stockholders' equity	5,829			(48		)		5,781
Noncontrolling interest in subsidiary			(2,440		)	—				(2,440		)
		Total equity	3,389			(48		)		3,341
		Total liabilities and equity	$	209,961		$	507			$	210,468

Notes:

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

(2) Lease inducement payment make to lessees

(3) Cash paid for vacation accrual reduction due to transfer of employees to lessees

(4) Payments make for capital expenditures and repairs & maintenance

ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2014

(Amounts in thousands, except per share data)



			Audited			Adjustments								Pro Forma
			For the Year Ended											For the Year Ended
			December 31, 2014			(1), (2), (3)				(4) (5)				December 31, 2014

Revenues:
Patient care revenues			$	189,989		$	(101,614	)	(1)	$	—			$	88,375
Management revenues			1,493			—				—				1,493
Rental revenues			1,832			—				12,562		(4)		14,394
	Total revenues		193,314			(101,614		)		12,562				104,262

Expenses:
Cost of services			159,434			(85,405		)	(1)	—				74,029
General and administrative expenses			15,541			(2,712		)	(2)	—				12,829
Facility rent expense			7,080			—				—				7,080
Depreciation and amortization			7,300			—				—				7,300
Salary retirement and continuation costs			2,636			—				—				2,636
	Total expenses		191,991			(88,117		)		—				103,874
Income (Loss) from Operations			1,323			(13,497		)		12,562				388

Other Income (Expense):
Interest expense, net			(10,780		)	128			(3)	248		(5	)	(10,404		)
Acquisition costs, net of gains			(8		)	—				—				(8		)
Loss on extinguishment of debt			(1,803		)	—				—				(1,803		)
Loss on legal settlement			(600		)	—				—				(600		)
Loss on disposal of assets			(7		)	—				—				(7		)
Other expense			(888		)	—				—				(888		)
	Total other expense, net		(14,086		)	128				248				(13,710		)

Loss from Continuing Operations Before Income Taxes			(12,763		)	(13,369		)		12,810				(13,322		)
Income tax expense			(132		)	—				—				(132		)
Loss from Continuing Operations			$	(12,895	)	$	(13,369	)		$	12,810			$	(13,454	)

Net Loss per Share attributable to AdCare
	Health Systems, Inc. Common Stockholders-Basic:
		Continuing Operations	$	(0.82	)									$	(0.85	)

Net Loss per Share attributable to AdCare
	Health Systems, Inc. Common Stockholders-Diluted:
		Continuing Operations	$	(0.82	)									$	(0.85	)

Weighted Average Shares Outstanding:
		Basic	17,930											17,930
		Diluted	17,930											17,930

Notes:

(1) Eliminate results of operations for the Cumulative Subleases

(2) Eliminate management's estimated general and administrative expense related to the Cumulative Subleases

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

(4) Straight line rental revenue resulting from the Cumulative Subleases

(5) Imputed interest payments on special rent payments received



	Exhibit 99.2

AdCare Completes the Operations Transfer of Eight Arkansas Facilities and Signs Agreements to Lease Two Oklahoma Facilities and Sell One Oklahoma Facility

ATLANTA, GA, May 5, 2015-AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare, today provided an update on its strategic transition to a property holding and leasing company. AdCare:


•	Completed the transfer of operations of eight Arkansas facilities to a third-party operator effective May 1, 2015;


•	Signed agreements to lease two Oklahoma facilities which are expected to transfer operations in the third quarter of 2015, subject to the receipt of required licenses and other state regulatory approvals; and,


•	Signed an asset purchase agreement to sell another facility in Oklahoma for approximately $3.5 million, subject to certain termination provisions and the satisfaction of closing conditions. The sale is expected to close in the third quarter of 2015.

“Our progress continues to be steady, swift and on target with the transition plan envisioned by our Board,” stated Bill McBride, AdCare’s Chairman and Chief Executive Officer. “Today, we place another mile marker along our journey to transition to a property holding and leasing company, with the majority of our properties transitioned to new operators.”

Transition Update

The Company completed, effective May 1, 2015, the operations transfer of eight skilled nursing facilities in Arkansas pursuant to lease agreements previously signed with affiliates of Aria Health Group, LLC. Lease agreements with affiliates of Aria for the Company’s two remaining Arkansas facilities were terminated on May 1, 2015. The Company is seeking to sell or lease these facilities to other regional operators.

The Company signed agreements with affiliates of Southwest LTC Management Services LLC to lease two of the Company’s facilities in Oklahoma. Southwest LTC operates twenty skilled nursing facilities and one assisted living facility in Texas. The lease agreements with Southwest are expected to become effective in the third quarter of 2015, subject to Southwest’s receipt of licenses and other approvals required by the state of Oklahoma. The initial term of the leases is ten years with two five-year renewal options. The initial annual rent will be approximately $1.0 million and then escalate each year thereafter.

The Company signed an asset purchase agreement to sell another skilled nursing facility in Oklahoma to Gracewood Manor, LLC for $3.5 million. The agreement may be terminated by Gracewood Manor for any reason before the 30th day of the due diligence period set forth in the agreement. The sale is expected to close during the third quarter of 2015 subject to the completion of satisfactory due diligence, the receipt of required licenses and other state regulatory approvals, and the satisfaction of other customary closing conditions.

Since the Board approved the strategic plan to transition the Company's business from an owner and operator of healthcare facilities to a healthcare property holding and leasing company, the Company has entered into agreements for 36 of its 40 healthcare facilities. Of these 36 healthcare facilities:


•	Twenty-five facilities have transferred operations to third-party operators or are under a management contract with an indefinite term;


•	The Company expects to transition seven facilities to third-party operators in Ohio and Georgia during the second quarter of 2015, subject to HUD approval;


•	The Company expects to transition one facility to a third-party operator in North Carolina during the second quarter of 2015, subject to receipt of required licenses;


•	The Company expects to transition two facilities to a third-party operator in Oklahoma during the third quarter of 2015, subject to receipt of required licenses and other approvals; and


•	The Company expects to close the sale of a facility in Oklahoma during the third quarter of 2015, subject to certain termination provisions and the closing conditions described above.

The remaining four facilities are pending final disposition.

About AdCare Health Systems

AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA) is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions. The Company currently owns, leases or manages for third parties 40 facilities, primarily in the Southeast. 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 press release that are forward-looking include, among other things, statements regarding the strategic plan to transition the Company to a healthcare facilities holding and leasing company, statements regarding the expected dates for transitioning facility operations to third-party operators and statements regarding the sale of the Oklahoma facility. 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, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. 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.



Company Contacts		Investor Relations
Bill McBride	Allan Rimland	Brett Maas
Chairman and CEO	President and CFO	Managing Partner
AdCare Health Systems, Inc.	AdCare Health Systems, Inc.	Hayden IR
Tel (404) 781-2884	Tel (404) 781-2885	Tel (646) 536-7331
bill.mcbride@adcarehealth.com	allan.rimland@adcarehealth.com	brett@haydenir.com

May 2015 NYSE MKT: ADK AdCare Health Systems, Inc. ®

NYSE MKT: ADK Forward-Looking Statements 2 Any forward-looking statements made in this presentation are based on management's current expectations, assumptions and beliefs about the Company’s business and the environment in which AdCare operates. These statements are subject to risks and uncertainties that could cause the Company’s actual results to materially differ from those expressed or implied in this presentation. Readers should not place undue reliance on forward-looking statements and are encouraged to review the Company’s SEC filings for more complete discussion of factors that could impact the Company’s results. Except as required by federal securities laws, AdCare does not undertake to publicly update or revise any forward-looking statements, where changes arise as a result of new information, future events, changing circumstances or for any other reason. In addition, any AdCare facility or business the Company may mention today is operated by a separate 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 like “we,” “us,” “our” and similar verbiage are not meant to imply that AdCare Health Systems, Inc. has direct operating assets, employees or revenue or that any of the operations are operated by the same entity. Also, the Company supplements its GAAP reporting with non-GAAP metrics, such as Adjusted EBITDA and EBITDAR. When viewed together with the Company’s GAAP results, these measures can provide a more complete understanding of its business. They should not be relied upon to the exclusion of GAAP financial measures. A reconciliation of these measures to GAAP is available in the Company’s latest earning release. This presentation is copyright 2015 by AdCare Health Systems, Inc.

NYSE MKT: ADK Investor Highlights AdCare Health Systems is a healthcare property holding and leasing company. 40 senior care properties located primarily in the Southeast U.S. with a total of 4,235 beds / units as of May 1, 2015 Primarily long-term, triple-net leases generate predictable, recurring streams of rental payments Seasoned management team with prior experience in healthcare real estate and operating companies, capital raising and M&A Substantial completion of strategic transition reduces earnings and cash flow volatility risk, enabling Board to declare a quarterly cash dividend of $0.05 per share, paid on April 30th Upon completion of the strategic transition, the Company will take on the characteristics and general structure of a real estate investment trust 3

NYSE MKT: ADK Substantial Progress in Strategic Transition Transitioning from an owner and operator of skilled nursing facilities to a healthcare property holding & leasing company in order to: Increase shareholder value Reduce operating risk Create predictable revenue and income Improve free cash flow to enable quarterly cash dividends Drive growth and further improve financial performance through acquisition of additional properties to grow portfolio and support ongoing dividends 4 Entered Into Agreements For 36 of 40 Properties Since the Plan Was Announced In July 2014, the Company Announced Its Strategic Transition Plan

NYSE MKT: ADK Positioning for Growth Access to financial capital to fund growth initiatives Cash on hand Recent private placement of $7.7M of convertible subordinated debt and public offering of $14.8M of preferred stock Ample growth opportunities available with returns in the low to medium double-digit range Facility expansion within existing portfolio Expand footprint with existing operators New opportunities Expanded management team with deep industry experience Given the Company’s current size, modest investment activity is expected to have a significant effect on cash flow 5

NYSE MKT: ADK Favorable Long-Term Healthcare Trends Continued “graying of America” expected to result in increased demand for long-term care services and properties Population aged 75+ expected to increase by ~89% by 2030 vs. 2012 and increase from 6% of the total U.S. population to ~10% From 2010 to 2020, average annual health care spending growth of 5.8% is anticipated to outpace average annual growth in the overall economy of 4.7% National health care spending is expected to increase ~73% from $2.6 trillion in 2010 to $4.5 trillion by 2020 Limited additions to supply for senior housing and long-term care properties are expected to help bolster long-term occupancy levels 6

NYSE MKT: ADK Typical Lease Structure 7 Lease structure favorable to AdCare “Triple-net basis” terms; Lessee is typically obligated for all liabilities of the property including: Insurance Taxes Facility maintenance Typically 10+ years in duration with multiple renewal options Annual escalation clauses Cross collateral and cross default provisions with security deposits Profile similar to other healthcare REITs in terms of structure, terms and overall economics

NYSE MKT: ADK Recent Key Activity 8 October • Bill McBride named Chief Executive Officer • Signed agreement to lease seven properties in Georgia and Ohio* 2014 2015 January • Leased 10 facilities in Arkansas, two leases subsequently terminated February • Leased two facilities in Georgia • Leased two additional facilities in Georgia March • Board declared cash dividend of $0.05 per share • Leased one facility in North Carolina* and two facilities in South Carolina • Bill McBride named Chairman • Allan Rimland named President and Chief Financial Officer • Leased one additional facility in Georgia September • Leased two properties in Alabama November • Leased one property in Georgia *Operations transfers in connection with leases are subject to licensure and requisite regulatory, financing and other approvals April • Private placement of $7.7M of convertible subordinated notes • Public offering of $14.8M of Series A Cumulative Redeemable Preferred Stock • Leased two facilities and under contract to sell one facility in Oklahoma* May

NYSE MKT: ADK Portfolio Composition 9 • AdCare Facility Locations 25 facilities have transferred operations to 3rd party operators or are under a management contract Expect to transition seven facilities in GA and OH to 3rd party operators during 2Q 2015, subject to HUD approval Expect to complete transition one NC facility during 2Q 2015, pending licensure Expect to transition two facilities to 3rd party operators in OK during 3Q 2015, upon HUD financing approval Expect to close the sale, subject to certain conditions, of one OK facility in 3Q 2015 As of May 1, 2015, Entered Agreements for 36 of 40 Facilities OK AR MO OH NC SC AL GA TX Remaining four facilities are pending final disposition

NYSE MKT: ADK FY 2014 Income Statement Summary ($ in thousands, except %) FY 2014 FY 2013 Revenues $193,314 $185,750 Gross Profit (excl. facility rent and D&A) 33,880 33,173 Gross Margin % 17.5% 17.9% Adjusted EBITDAR1 19,494 15,329 Adjusted EBITDAR Margin % 10.1% 8.2% Adjusted EBITDA1 12,414 9,015 Adjusted EBITDA Margin % 6.4% 4.8% 10 1 Adjusted EBITDAR from continuing operations and Adjusted EBITDA from continuing operations are non-GAAP terms; please refer to the Appendix of this presentation for reconciliation of these terms to GAAP measures.

NYSE MKT: ADK Select Balance Sheet Summary 11 ($ in thousands) As of 12/31/2014 As Adjusted 1, 2 Cash and cash equivalents $10,735 $16,735 Non-convertible debt 137,359 137,359 Convertible subordinated debt 14,000 6,500 Total Debt $151,359 $143,859 Preferred stock $20,392 $33,892 Total Equity $3,389 $3,389 Total Capitalization $175,140 $181,140 1 “As Adjusted” reflects (i) the issuance of 575,000 shares of the Series A Preferred Stock offered, assuming net proceeds of ~$13.5M and (ii) the repayment of the $7.5M 2015 Convertible Notes, assuming such notes are not converted into shares of stock prior to 7/31/15. 2 “As Adjusted” also excludes the private placement of “2017 Convertible Notes.” Please refer to the Company’s 2014 10-K filed with the SEC for a complete description of these notes.

NYSE MKT: ADK Total Capitalization (at Market Value) 12 54% 14% 32% Total debt Preferred stock (at liquidation value) Market value of equity Total Capitalization (at Market Value) As Adjusted1 ($ in thousands) As of 12/31/2014 As Adjusted1, 2 Total Debt $151,359 $143,859 Preferred stock (at liquidation value) $23,750 $38,125 Market value of equity3 $83,881 $83,881 Total Market Capitalization $258,990 $265,865 1 “As Adjusted” reflects (i) the issuance of 575,000 shares of the Series A Preferred Stock offered, assuming net proceeds of ~$13.5M and (ii) the repayment of the $7.5M 2015 Convertible Notes, assuming such notes are not converted into shares of stock prior to 7/31/15. 2 “As Adjusted” also excludes the private placement of “2017 Convertible Notes.” Please refer to the Company’s 2014 10-K filed with the SEC for a complete description of these notes. 3 Market value of equity as of 3/31/2015: 19,151,000 shares @ $4.38 per share

NYSE MKT: ADK Investor Highlights AdCare Health Systems is a healthcare property holding and leasing company. 40 senior care properties located primarily in the Southeast U.S. with a total of 4,235 beds / units as of May 1, 2015 Primarily long-term, triple-net leases generate predictable, recurring streams of lease payments Experienced management team with prior experience in healthcare real estate and operating companies, capital raising and M&A Substantial completion of strategic transition reduces earnings and cash flow volatility risk, enabling Board to declare a quarterly cash dividend of $0.05 per share, paid on April 30th Upon completion of the strategic transition, the Company will take on the characteristics and general structure of a real estate investment trust 13

NYSE MKT: ADK Stock Price (3/31/15) $4.38 Avg. Daily Vol. (3 mo.) 52,981 52 Week Low/High $3.58 – $5.05 Shares Outstanding 19.2M Public Float, est. 16.1M Dividend Yield 4.6% Valuation Measures Market Cap. $83.9M Enterprise Value $249.1M Ownership Institutional, est. 20.2% Insider, est. 24.8% Key Stats 14 Income Statement (for the year ended 12/31/14) 2014 Revenue $193.3M 2014 Adj. EBITDAR - cont. ops.1 $19.5M 2014 Adj. EBITDA - cont. ops.1 $12.4M Balance Sheet (at 12/31/14) Unrestricted cash & equivalents $10.7M Total Assets $210.0M Total Debt $151.4M (Sources: AdCare, Bloomberg, Big Charts) 1Adjusted EBITDAR from continuing operations and Adjusted EBITDA from continuing operations are non-GAAP terms; please refer to the Appendix of this presentation for reconciliation of these terms to GAAP measures.

NYSE MKT: ADK Use of Non-GAAP Financial Information 15 Beginning with the reporting of results for the first quarter of 2011, the Company began to report the measures of Adjusted EBITDA from continuing operations and Adjusted EBITDAR from continuing operations. These are measures of operating performance that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). The Company defines: (i) "Adjusted EBITDA from continuing operations" as net income (loss) from continuing operations before interest expense, income tax expense, depreciation and amortization (including amortization of non-cash stock-based compensation), acquisition costs (net of gains), loss on extinguishment of debt, derivative loss or gain, and other non-routine adjustments; and (ii) "Adjusted EBITDAR from continuing operations" as net income (loss) from continuing operations before interest expense, income tax expense, depreciation and amortization (including amortization of non-cash stock-based compensation), acquisition costs (net of gains), loss on extinguishment of debt, derivative loss or gain, rent, and other non-routine adjustments. Adjusted EBITDA from continuing operations and Adjusted EBITDAR from continuing operations should not be considered in isolation or as a substitute for net income, income from operations or cash flows provided by, or used in, operations as determined in accordance with GAAP. Adjusted EBITDA from continuing operations and Adjusted EBITDAR from continuing operations are used by management to focus on operating performance and management without mixing in items of income and expense that relate to the financing and capitalization of the business, fixed rent or lease payments of facilities, derivative loss or gain, and certain acquisition related charges and other non- routine adjustments. The Company believes these measures are useful to investors in evaluating the Company's performance, results of operations and financial position for the following reasons: • They are helpful in identifying trends in the Company's day-to-day performance because the items excluded have little or no significance to the Company's day-to-day operations; • They provide an assessment of controllable expenses and afford management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance; and • They provide data that assists management to determine whether or not adjustments to current spending decisions are needed. AdCare believes that the use of these measures provides a meaningful and consistent comparison of the Company's underlying business between periods by eliminating certain items required by GAAP, which have little or no significance in the Company's day-to-day operations.

NYSE MKT: ADK Reconciliation of Net Loss to Non-GAAP Measures 16 2014 2013 Consolidated Statement of Operations Data: Net Loss (14,405)$ (13,363)$ Impact from Discontinued Operations 1,510 1,255 Loss from continuing operations (Per GAAP) (12,895) (12,108) Add back: Interest expense, net 10,780 12,351 Income tax expense 132 142 Amortization of stock based compensation 1,155 1,097 Depreciation and amortization 7,300 6,918 Acquisition costs, net of gains 8 565 Loss on extinguishment of debt 1,803 109 Loss on legal settlement 600 - Derivative gain - (3,006) Loss on disposal of assets 7 10 Audit committee investigation expense - 2,386 Reincorporation - Georgia - 91 Other expense 888 306 Salary retirement and continuation costs 2,636 154 Adjusted EBITDA from continuing operations 12,414 9,015 Facility rent expense 7,080 6,314 Adjusted EBITDAR from continuing operations 19,494$ 15,329$ Twelve Months Ended Dec 31, Reconciliation of Net Loss to Adjusted EBITDA from Continuing Operations and Adjusted EBITDAR from Continuing Operations ($ in 000's)



	Exhibit 99.12

FIRST AMENDMENT TO SUBLEASE AGREEMENT

This First Amendment to Sublease Agreement (this “ First Amendment ”) is made as of the 27 ^th day of February, 2015 by and among LITTLE ROCK HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), LITTLE ROCK HC&R NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF LITTLE ROCK WEST MARKHAM, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

A. Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of January 16, 2015 (the “ Lease ”). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease.

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements set forth herein, the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, Prime Landlord, Landlord and Tenant, intending to be legally bound, hereby agree as follows:

1. Recitals Incorporated: Certain Defined Terms . The recitals set forth above are incorporated into this First Amendment and shall be deemed to be terms and provisions hereof, the same as if fully set forth in this Section 1 . Capitalized terms that are not otherwise defined in this First Amendment shall have the same meanings ascribed to such terms in the Lease.

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

730025

end of the Initial Term, Tenant delivers to Landlord a “ Renewal Notice ” indicating that Tenant desires to exercise its right to extend this Lease for the Renewal Term; (b) there is no then uncured Event of Default (as defined in Section 13 below) (i) as of the date Landlord receives the Renewal Notice (the “ Exercise Date ”), or (ii) on the last day of the Initial Term; and (c) all Related Lease Affiliates concurrently deliver appropriate Renewal Notices exercising the renewal options for all Related Leases. For purposes hereof, “ Termination Date ” shall mean the last day of the Initial Term or the Renewal Term (if any) or the earlier date on which this Lease may be terminated as provided herein. Upon receipt of a Renewal Notice, the Prime Lease shall be extended automatically to the last day of the Renewal Term.”


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

2.1 Landlord’s Conditions Precedent . The duties and obligations of Landlord pursuant to the terms of this Lease are and shall expressly be conditioned upon the following (the “ Conditions Precedent ”), which may be waived, in whole or in part, by Landlord in writing:

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(b) Receipt by Tenant and all Related Lease Affiliates of adequate assurances that all licenses and other approvals required by the State of Arkansas to operate the Facility and all Related Facilities will be granted effective as of April 1, 2015;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

2.2 Tenant’s Conditions Precedent . The duties and obligations of Tenant pursuant to the terms of this Lease are and shall expressly be conditioned upon the following Conditions Precedent, which may be waived in whole or in part, by Tenant in writing:

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(b) Receipt by Tenant and all Related Lease Affiliates of adequate assurances that all licenses and other approvals required by the State of

730025

Arkansas to operate the Facility and all Related Facilities will be granted effective as of April 1, 2015;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.

2.3 Failure of Conditions . If the Conditions Precedent shall not have been satisfied or waived by March 31, 2015, either party may terminate this Lease and the Transfer Agreement by written notice of termination (the “ Termination Notice ”) delivered to the other party by March 31, 2015 (the “ Failure of Conditions Termination Date ”). Upon termination of this Lease under the terms of this Section 2 , neither party hereto shall have any further claims or obligations under this Lease or the Transfer Agreement, except those obligations that expressly survive termination. Notwithstanding any provision of this Section 2.3 to the contrary, if the parties are unable to agree upon the initial Deferred Maintenance Items (as that term is defined in Section 9.2(c)(ii) below) for the River Valley Facility to be included on Exhibit “E” , the sole remedy of the parties shall be to exclude the River Valley Facility from the Portfolio.”


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Rent . During the Term, Tenant shall pay in advance to Landlord on or before the 1 ^st day of each month after the Commencement Date (except for the first Rent payment, which shall be made on or before April 15, 2015) the following amounts as Rent (as defined below):”

3. No Other Changes . Except as amended by the terms of this First Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

4. No Waiver . Neither the entering into of this First Amendment nor any provision set forth herein shall be construed to be a waiver of any condition to performance under or breach of the terms of the Lease.

5. Counterparts . This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and

730025

the same agreement. To facilitate execution and delivery of this Agreement, the parties may exchange counterparts of the executed signature pages by facsimile or other electronic transmission.

6. Entire Agreement . This First Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

730025

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



	PRIME LANDLORD:
	LITTLE ROCK HC&R PROPERTY HOLDINGS, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	LITTLE ROCK HC&R PROPERTY HOLDINGS, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF LITTLE ROCK WEST MARKHAM, LLC
	a Delaware limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager



	Exhibit 99.13

FIRST AMENDMENT TO SUBLEASE AGREEMENT

This First Amendment to Sublease Agreement (this “ First Amendment ”) is made as of the 25 ^th day of February, 2015 by and among NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC , a Georgia limited liability company (“ Prime Landlord ”), NORTHRIDGE HC&R NURSING, LLC , a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF NORTH LITTLE ROCK JOHN ASHLEY, LLC , a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Term . The “ Term ” of this Lease is the Initial Term of five (5) years plus the Renewal Term (if any). A “ Lease Year ” is the twelve (12) month period commencing on the Commencement Date and each anniversary thereof during each year of the Term. Provided the Conditions Precedent set forth in Section 2 below have been satisfied or waived, the “ Initial Term ” commences on April 1, 2015 (the “ Commencement Date ”) and ends on the last day of the sixtieth (60 ^th ) full calendar month thereafter. The Term may be extended by Tenant for one (1) separate renewal term of five (5) years (“ Renewal Term ”) if: (a) at least one-hundred eighty (180) days prior to the end of the Initial Term, Tenant delivers to Landlord a “ Renewal Notice ” indicating that Tenant desires to exercise its right to extend this Lease for the Renewal Term; (b) there is no then uncured Event of Default (as defined in Section 13 below) (i) as of the date Landlord receives the Renewal Notice (the “ Exercise Date ”), or (ii) on the last day of the Initial Term; and (c) all Related Lease Affiliates concurrently deliver appropriate Renewal Notices exercising the renewal options for all Related Leases. For purposes hereof, “ Termination Date ” shall mean the last day of the Initial Term or the Renewal Term (if any) or the earlier date on which this Lease may be terminated as provided herein. Upon receipt of a Renewal Notice, the Prime Lease shall be extended automatically to the last day of the Renewal Term.”


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

3. No Other Changes . Except as amended by the terms of this First Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

5. Counterparts . This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. To facilitate execution and delivery of this Agreement, the parties may exchange counterparts of the executed signature pages by facsimile or other electronic transmission.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	NORTHRIDGE HC&R NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF NORTH LITTLE ROCK JOHN ASHLEY, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

729874



	Exhibit 99.14

FIRST AMENDMENT TO SUBLEASE AGREEMENT

This First Amendment to Sublease Agreement (this “ First Amendment ”) is made as of the 25 ^th day of February, 2015 by and among WOODLAND HILLS HC PROPERTY HOLDINGS, LLC , a Georgia limited liability company (“ Prime Landlord ”), WOODLAND HILLS HC NURSING, LLC , a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF LITTLE ROCK RILEY, LLC , a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

3. No Other Changes . Except as amended by the terms of this First Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	WOODLAND HILLS HC PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	WOODLAND HILLS HC NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF LITTLE ROCK RILEY, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

729873



	Exhibit 99.15

FIRST AMENDMENT TO SUBLEASE AGREEMENT

This First Amendment to Sublease Agreement (this “ First Amendment ”) is made as of the 27 ^th day of February, 2015 by and among HOMESTEAD PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), HOMESTEAD NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF STAMPS, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

3. No Other Changes . Except as amended by the terms of this First Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	HOMESTEAD PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	HOMESTEAD NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF STAMPS, LLC
	a Delaware limited liability company

	/s/ Blaine Brint
	Name: Blaine Brint
	Title: Secretary

730026



	Exhibit 99.16

FIRST AMENDMENT TO SUBLEASE AGREEMENT

This First Amendment to Sublease Agreement (this “ First Amendment ”) is made as of the 27 ^th day of February, 2015 by and among MT. V PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), MOUNTAIN VIEW NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF MOUNTAIN VIEW SNF, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

3. No Other Changes . Except as amended by the terms of this First Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	MT. V PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	MOUNTAIN VIEW NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF MOUNTAIN VIEW SNF, LLC
	a Delaware limited liability company

	/s/ Blaine Brint
	Name: Blaine Brint
	Title: Secretary

730023



	Exhibit 99.17

FIRST AMENDMENT TO SUBLEASE AGREEMENT

This First Amendment to Sublease Agreement (this “ First Amendment ”) is made as of the 27 ^th day of February, 2015 by and among PARK HERITAGE PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), PARK HERITAGE NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF ROGERS DIXIELAND, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

3. No Other Changes . Except as amended by the terms of this First Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	PARK HERITAGE PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	PARK HERITAGE NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF ROGERS DIXIELAND, LLC
	a Delaware limited liability company

	/s/ Blaine Brint
	Name: Blaine Brint
	Title: Secretary

730020



	Exhibit 99.18

FIRST AMENDMENT TO SUBLEASE AGREEMENT

This First Amendment to Sublease Agreement (this “ First Amendment ”) is made as of the 25 ^th day of February, 2015 by and among APH&R PROPERTY HOLDINGS, LLC , a Georgia limited liability company (“ Prime Landlord ”), APH&R NURSING, LLC , a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF LITTLE ROCK SOUTH CUMBERLAND, LLC , a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

3. No Other Changes . Except as amended by the terms of this First Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	APH&R PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	APH&R NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF LITTLE ROCK SOUTH CUMBERLAND, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

729872



	Exhibit 99.19

FIRST AMENDMENT TO SUBLEASE AGREEMENT

This First Amendment to Sublease Agreement (this “ First Amendment ”) is made as of the 27th day of February, 2015 by and among MOUNTAIN TOP PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), MOUNTAIN TOP ALF, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF MOUNTAIN VIEW RCF, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

3. No Other Changes . Except as amended by the terms of this First Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	MOUNTAIN TOP PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	MOUNTAIN TOP ALF, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF MOUNTAIN VIEW RCF, LLC
	a Delaware limited liability company

	/s/ Blaine Brint
	Name: Blaine Brint
	Title: Secretary

730024



	Exhibit 99.20

SECOND AMENDMENT TO SUBLEASE AGREEMENT

This Second Amendment to Sublease Agreement (this “ Second Amendment ”) is made as of the 31st day of March, 2015 by and among LITTLE ROCK HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), LITTLE ROCK HC&R NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF LITTLE ROCK WEST MARKHAM, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

A. Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of January 16, 2015 as amended by that certain First Amendment to Sublease Agreement dated February 27, 2015 (as amended, the “ Lease ”). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease.

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

1. Recitals Incorporated: Certain Defined Terms . The recitals set forth above are incorporated into this Second Amendment and shall be deemed to be terms and provisions hereof, the same as if fully set forth in this Section 1 . Capitalized terms that are not otherwise defined in this Second Amendment shall have the same meanings ascribed to such terms in the Lease.

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Term . The “ Term ” of this Lease is the Initial Term of five (5) years plus the Renewal Term (if any). A “ Lease Year ” is the twelve (12) month period commencing on the Commencement Date and each anniversary thereof during each year of the Term. Provided the Conditions Precedent set forth in Section 2 below have been satisfied or waived, the “ Initial Term ” commences on May 1, 2015 (the “ Commencement Date ”) and ends on the last day of the sixtieth (60 ^th ) full calendar month thereafter. The Term may be extended by Tenant for one (1) separate renewal term of five (5) years (“ Renewal Term ”) if: (a) at least one-hundred eighty (180) days prior to the end of the Initial Term, Tenant delivers to Landlord a “ Renewal Notice ” indicating that Tenant desires to exercise its right to extend this Lease for the Renewal Term; (b) there is no then uncured Event of Default (as defined in Section 13 below) (i) as of the date Landlord receives the Renewal Notice (the “ Exercise Date ”), or (ii) on the last day of the Initial Term; and (c) all Related Lease Affiliates concurrently deliver appropriate Renewal Notices exercising the renewal options for all Related Leases. For purposes hereof, “ Termination Date ” shall mean the last day of the Initial Term or the Renewal Term (if any) or the earlier date on which this Lease may be terminated as provided herein. Upon receipt of a Renewal Notice, the Prime Lease shall be extended automatically to the last day of the Renewal Term.”


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.

2.3 Failure of Conditions . If the Conditions Precedent shall not have been satisfied or waived by April 30, 2015, either party may terminate this Lease and the Transfer Agreement by written notice of termination (the “ Termination Notice ”) delivered to the other party by April 30, 2015 (the “ Failure of Conditions Termination Date ”). Upon termination of this Lease under the terms of this Section 2 , neither party hereto shall have any further claims or obligations under this Lease or the Transfer Agreement, except those obligations that expressly survive termination. Notwithstanding any provision of this Section 2.3 to the contrary, if the parties are unable to agree upon the initial Deferred Maintenance Items (as that term is defined in Section 9.2(c)(ii) below) for the River Valley Facility to be included on Exhibit “E” , the sole remedy of the parties shall be to exclude the River Valley Facility from the Portfolio.”


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Rent . During the Term, Tenant shall pay in advance to Landlord on or before the 1 ^st day of each month after the Commencement Date (except for the first Rent payment, which shall be made on or before May 15, 2015) the following amounts as Rent (as defined below):”

3. No Other Changes . Except as amended by the terms of this Second Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

4. No Waiver . Neither the entering into of this Second Amendment nor any provision set forth herein shall be construed to be a waiver of any condition to performance under or breach of the terms of the Lease.

5. Counterparts . This Second Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. To facilitate execution and delivery of this Agreement, the parties may exchange counterparts of the executed signature pages by facsimile or other electronic transmission.

6. Entire Agreement . This Second Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	LITTLE ROCK HC&R PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	LITTLE ROCK HC&R NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF LITTLE ROCK WEST MARKHAM, LLC
	a Delaware limited liability company

	/s/ Blaine Brint
	Name: Blaine Brint
	Title: Secretary

HNZW//3583-1



	Exhibit 99.21

SECOND AMENDMENT TO SUBLEASE AGREEMENT

This Second Amendment to Sublease Agreement (this “ Second Amendment ”) is made as of the 31st day of March, 2015 by and among NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), NORTHRIDGE HC&R NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF NORTH LITTLE ROCK JOHN ASHLEY, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Term . The “ Term ” of this Lease is the Initial Term of five (5) years plus the Renewal Term (if any). A “ Lease Year ” is the twelve (12) month period commencing on the Commencement Date and each anniversary thereof during each year of the Term. Provided the Conditions Precedent set forth in Section 2 below have been satisfied or waived, the “ Initial Term ” commences on May 1, 2015 (the “ Commencement Date ”) and ends on the last day of the sixtieth (60 ^th ) full calendar month thereafter. The Term may be extended by Tenant for one (1) separate renewal term of five (5) years (“ Renewal Term ”) if: (a) at least one-hundred eighty (180) days prior to the end of the Initial Term, Tenant delivers to Landlord a “ Renewal Notice ” indicating that Tenant desires to exercise its right to extend this Lease for the Renewal Term; (b) there is no then uncured Event of Default (as defined in Section 13 below) (i) as of the date Landlord receives the Renewal Notice (the “ Exercise Date ”), or (ii) on the last day of the Initial Term; and (c) all Related Lease Affiliates concurrently deliver appropriate Renewal Notices exercising the renewal options for all Related Leases. For purposes hereof, “ Termination Date ” shall mean the last day of the Initial Term or the Renewal Term (if any) or the earlier date on which this Lease may be terminated as provided herein. Upon receipt of a Renewal Notice, the Prime Lease shall be extended automatically to the last day of the Renewal Term.”


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Rent . During the Term, Tenant shall pay in advance to Landlord on or before the 1 ^st day of each month after the Commencement Date (except for the first Rent payment, which shall be made on or before May 15, 2015) the following amounts as Rent (as defined below):”

3. No Other Changes . Except as amended by the terms of this Second Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	NORTHRIDGE HC&R NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF NORTH LITTLE ROCK JOHN ASHLEY, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

HNZW//3583-1



	Exhibit 99.22

SECOND AMENDMENT TO SUBLEASE AGREEMENT

This Second Amendment to Sublease Agreement (this “ Second Amendment ”) is made as of the 31st day of March, 2015 by and among WOODLAND HILLS HC PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), WOODLAND HILLS HC NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF LITTLE ROCK RILEY, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Term . The “ Term ” of this Lease is the Initial Term of five (5) years plus the Renewal Term (if any). A “ Lease Year ” is the twelve (12) month period commencing on the Commencement Date and each anniversary thereof during each year of the Term. Provided the Conditions Precedent set forth in Section 2 below have been satisfied or waived, the “ Initial Term ” commences on May 1, 2015 (the “ Commencement Date ”) and ends on the last day of the sixtieth (60 ^th ) full calendar month thereafter. The Term may be extended by Tenant for one (1) separate renewal term of five (5) years (“ Renewal Term ”) if: (a) at least one-hundred eighty (180) days prior to the end of the Initial Term, Tenant delivers to Landlord a “ Renewal Notice ” indicating that Tenant desires to exercise its right to extend this Lease for the Renewal Term; (b) there is no then uncured Event of Default (as defined in Section 13 below) (i) as of the date Landlord receives the Renewal Notice (the “ Exercise Date ”), or (ii) on the last day of the Initial Term; and (c) all Related Lease Affiliates concurrently deliver appropriate Renewal Notices exercising the renewal options for all Related Leases. For purposes hereof, “ Termination Date ” shall mean the last day of the Initial Term or the Renewal Term (if any) or the earlier date on which this Lease may be terminated as provided herein. Upon receipt of a Renewal Notice, the Prime Lease shall be extended automatically to the last day of the Renewal Term.”


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Rent . During the Term, Tenant shall pay in advance to Landlord on or before the 1 ^st day of each month after the Commencement Date (except for the first Rent payment, which shall be made on or before May 15, 2015) the following amounts as Rent (as defined below):”

3. No Other Changes . Except as amended by the terms of this Second Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	WOODLAND HILLS HC PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	WOODLAND HILLS HC NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF LITTLE ROCK RILEY, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

HNZW//3583-1



	Exhibit 99.23

SECOND AMENDMENT TO SUBLEASE AGREEMENT

This Second Amendment to Sublease Agreement (this “ Second Amendment ”) is made as of the 31st day of March, 2015 by and among HOMESTEAD PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), HOMESTEAD NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF STAMPS, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Term . The “ Term ” of this Lease is the Initial Term of five (5) years plus the Renewal Term (if any). A “ Lease Year ” is the twelve (12) month period commencing on the Commencement Date and each anniversary thereof during each year of the Term. Provided the Conditions Precedent set forth in Section 2 below have been satisfied or waived, the “ Initial Term ” commences on May 1, 2015 (the “ Commencement Date ”) and ends on the last day of the sixtieth (60 ^th ) full calendar month thereafter. The Term may be extended by Tenant for one (1) separate renewal term of five (5) years (“ Renewal Term ”) if: (a) at least one-hundred eighty (180) days prior to the end of the Initial Term, Tenant delivers to Landlord a “ Renewal Notice ” indicating that Tenant desires to exercise its right to extend this Lease for the Renewal Term; (b) there is no then uncured Event of Default (as defined in Section 13 below) (i) as of the date Landlord receives the Renewal Notice (the “ Exercise Date ”), or (ii) on the last day of the Initial Term; and (c) all Related Lease Affiliates concurrently deliver appropriate Renewal Notices exercising the renewal options for all Related Leases. For purposes hereof, “ Termination Date ” shall mean the last day of the Initial Term or the Renewal Term (if any) or the earlier date on which this Lease may be terminated as provided herein. Upon receipt of a Renewal Notice, the Prime Lease shall be extended automatically to the last day of the Renewal Term.”


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Rent . During the Term, Tenant shall pay in advance to Landlord on or before the 1 ^st day of each month after the Commencement Date (except for the first Rent payment, which shall be made on or before May 15, 2015) the following amounts as Rent (as defined below):”

3. No Other Changes . Except as amended by the terms of this Second Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	HOMESTEAD PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	HOMESTEAD NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF STAMPS, LLC
	a Delaware limited liability company

	/s/ Blaine Brint
	Name: Blaine Brint
	Title: Secretary

HNZW//3583/1 (Homestead)



	Exhibit 99.24

SECOND AMENDMENT TO SUBLEASE AGREEMENT

This Second Amendment to Sublease Agreement (this “ Second Amendment ”) is made as of the 31st day of March, 2015 by and among MT. V PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), MOUNTAIN VIEW NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF MOUNTAIN VIEW SNF, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Term . The “ Term ” of this Lease is the Initial Term of five (5) years plus the Renewal Term (if any). A “ Lease Year ” is the twelve (12) month period commencing on the Commencement Date and each anniversary thereof during each year of the Term. Provided the Conditions Precedent set forth in Section 2 below have been satisfied or waived, the “ Initial Term ” commences on May 1, 2015 (the “ Commencement Date ”) and ends on the last day of the sixtieth (60 ^th ) full calendar month thereafter. The Term may be extended by Tenant for one (1) separate renewal term of five (5) years (“ Renewal Term ”) if: (a) at least one-hundred eighty (180) days prior to the end of the Initial Term, Tenant delivers to Landlord a “ Renewal Notice ” indicating that Tenant desires to exercise its right to extend this Lease for the Renewal Term; (b) there is no then uncured Event of Default (as defined in Section 13 below) (i) as of the date Landlord receives the Renewal Notice (the “ Exercise Date ”), or (ii) on the last day of the Initial Term; and (c) all Related Lease Affiliates concurrently deliver appropriate Renewal Notices exercising the renewal options for all Related Leases. For purposes hereof, “ Termination Date ” shall mean the last day of the Initial Term or the Renewal Term (if any) or the earlier date on which this Lease may be terminated as provided herein. Upon receipt of a Renewal Notice, the Prime Lease shall be extended automatically to the last day of the Renewal Term.”


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Rent . During the Term, Tenant shall pay in advance to Landlord on or before the 1 ^st day of each month after the Commencement Date (except for the first Rent payment, which shall be made on or before May 15, 2015) the following amounts as Rent (as defined below):”

3. No Other Changes . Except as amended by the terms of this Second Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	MT. V PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	MOUNTAIN VIEW NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF MOUNTAIN VIEW SNF, LLC
	a Delaware limited liability company

	/s/ Blaine Brint
	Name: Blaine Brint
	Title: Secretary

HNZW//3583-1



	Exhibit 99.25

SECOND AMENDMENT TO SUBLEASE AGREEMENT

This Second Amendment to Sublease Agreement (this “ Second Amendment ”) is made as of the 31st day of March, 2015 by and among PARK HERITAGE PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), PARK HERITAGE NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF ROGERS DIXIELAND, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Term . The “ Term ” of this Lease is the Initial Term of five (5) years plus the Renewal Term (if any). A “ Lease Year ” is the twelve (12) month period commencing on the Commencement Date and each anniversary thereof during each year of the Term. Provided the Conditions Precedent set forth in Section 2 below have been satisfied or waived, the “ Initial Term ” commences on May 1, 2015 (the “ Commencement Date ”) and ends on the last day of the sixtieth (60 ^th ) full calendar month thereafter. The Term may be extended by Tenant for one (1) separate renewal term of five (5) years (“ Renewal Term ”) if: (a) at least one-hundred eighty (180) days prior to the end of the Initial Term, Tenant delivers to Landlord a “ Renewal Notice ” indicating that Tenant desires to exercise its right to extend this Lease for the Renewal Term; (b) there is no then uncured Event of Default (as defined in Section 13 below) (i) as of the date Landlord receives the Renewal Notice (the “ Exercise Date ”), or (ii) on the last day of the Initial Term; and (c) all Related Lease Affiliates concurrently deliver appropriate Renewal Notices exercising the renewal options for all Related Leases. For purposes hereof, “ Termination Date ” shall mean the last day of the Initial Term or the Renewal Term (if any) or the earlier date on which this Lease may be terminated as provided herein. Upon receipt of a Renewal Notice, the Prime Lease shall be extended automatically to the last day of the Renewal Term.”


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Rent . During the Term, Tenant shall pay in advance to Landlord on or before the 1 ^st day of each month after the Commencement Date (except for the first Rent payment, which shall be made on or before May 15, 2015) the following amounts as Rent (as defined below):”

3. No Other Changes . Except as amended by the terms of this Second Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	PARK HERITAGE PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	PARK HERITAGE NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF ROGERS DIXIELAND, LLC
	a Delaware limited liability company

	/s/ Blaine Brint
	Name: Blaine Brint
	Title: Secretary

HNZW//3583-1



	Exhibit 99.26

SECOND AMENDMENT TO SUBLEASE AGREEMENT

This Second Amendment to Sublease Agreement (this “ Second Amendment ”) is made as of the 31st day of March, 2015 by and among APH&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), APH&R NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF LITTLE ROCK SOUTH CUMBERLAND, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Term . The “ Term ” of this Lease is the Initial Term of five (5) years plus the Renewal Term (if any). A “ Lease Year ” is the twelve (12) month period commencing on the Commencement Date and each anniversary thereof during each year of the Term. Provided the Conditions Precedent set forth in Section 2 below have been satisfied or waived, the “ Initial Term ” commences on May 1, 2015 (the “ Commencement Date ”) and ends on the last day of the sixtieth (60 ^th ) full calendar month thereafter. The Term may be extended by Tenant for one (1) separate renewal term of five (5) years (“ Renewal Term ”) if: (a) at least one-hundred eighty (180) days prior to the end of the Initial Term, Tenant delivers to Landlord a “ Renewal Notice ” indicating that Tenant desires to exercise its right to extend this Lease for the Renewal Term; (b) there is no then uncured Event of Default (as defined in Section 13 below) (i) as of the date Landlord receives the Renewal Notice (the “ Exercise Date ”), or (ii) on the last day of the Initial Term; and (c) all Related Lease Affiliates concurrently deliver appropriate Renewal Notices exercising the renewal options for all Related Leases. For purposes hereof, “ Termination Date ” shall mean the last day of the Initial Term or the Renewal Term (if any) or the earlier date on which this Lease may be terminated as provided herein. Upon receipt of a Renewal Notice, the Prime Lease shall be extended automatically to the last day of the Renewal Term.”


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Rent . During the Term, Tenant shall pay in advance to Landlord on or before the 1 ^st day of each month after the Commencement Date (except for the first Rent payment, which shall be made on or before May 15, 2015) the following amounts as Rent (as defined below):”

3. No Other Changes . Except as amended by the terms of this Second Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	APH&R PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	APH&R NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF LITTLE ROCK SOUTH CUMBERLAND, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

HNZW//3583-1



	Exhibit 99.27

SECOND AMENDMENT TO SUBLEASE AGREEMENT

This Second Amendment to Sublease Agreement (this “ Second Amendment ”) is made as of the 31st day of March, 2015 by and among MOUNTAIN TOP PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), MOUNTAIN TOP ALF, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF MOUNTAIN VIEW RCF, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

B. Prime Landlord, Landlord and Tenant have agreed to extend certain time frames in the Lease.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Term . The “ Term ” of this Lease is the Initial Term of five (5) years plus the Renewal Term (if any). A “ Lease Year ” is the twelve (12) month period commencing on the Commencement Date and each anniversary thereof during each year of the Term. Provided the Conditions Precedent set forth in Section 2 below have been satisfied or waived, the “ Initial Term ” commences on May 1, 2015 (the “ Commencement Date ”) and ends on the last day of the sixtieth (60 ^th ) full calendar month thereafter. The Term may be extended by Tenant for one (1) separate renewal term of five (5) years (“ Renewal Term ”) if: (a) at least one-hundred eighty (180) days prior to the end of the Initial Term, Tenant delivers to Landlord a “ Renewal Notice ” indicating that Tenant desires to exercise its right to extend this Lease for the Renewal Term; (b) there is no then uncured Event of Default (as defined in Section 13 below) (i) as of the date Landlord receives the Renewal Notice (the “ Exercise Date ”), or (ii) on the last day of the Initial Term; and (c) all Related Lease Affiliates concurrently deliver appropriate Renewal Notices exercising the renewal options for all Related Leases. For purposes hereof, “ Termination Date ” shall mean the last day of the Initial Term or the Renewal Term (if any) or the earlier date on which this Lease may be terminated as provided herein. Upon receipt of a Renewal Notice, the Prime Lease shall be extended automatically to the last day of the Renewal Term.”


b.	Section 2 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Conditions Precedent .

(a) Satisfaction of all of the conditions set forth in Section 4.1 of the Transfer Agreement;

(d) Completion and approval by Landlord in its sole discretion of all schedules and exhibits to this Lease.

(a) Satisfaction of all of the conditions set forth in Section 4.2 of the Transfer Agreement;

(d) Delivery by Facility Mortgagee of a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant;

(e) Delivery by Prime Landlord of the Recognition Agreement in the form set forth in Exhibit “I” attached hereto; and

(f) Completion and approval by Tenant in its sole discretion of all schedules and exhibits to this Lease.


c.	The first clause of Section 3 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Rent . During the Term, Tenant shall pay in advance to Landlord on or before the 1 ^st day of each month after the Commencement Date (except for the first Rent payment, which shall be made on or before May 15, 2015) the following amounts as Rent (as defined below):”

3. No Other Changes . Except as amended by the terms of this Second Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

7. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	MOUNTAIN TOP PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	MOUNTAIN TOP ALF, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF MOUNTAIN VIEW RCF, LLC
	a Delaware limited liability company

	/s/ Blaine Brint
	Name: Blaine Brint
	Title: Secretary

HNZW//3583-1



	Exhibit 99.28

THIRD AMENDMENT TO SUBLEASE AGREEMENT

THIS THIRD AMENDMENT TO SUBLEASE AGREEMENT (this “ Third Amendment ”) is made as of the 30 ^th day of April, 2015 by and among LITTLE ROCK HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), LITTLE ROCK HC&R NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF LITTLE ROCK WEST MARKHAM, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

A. Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of January 16, 2015 as amended by that certain First Amendment to Sublease Agreement dated February 27, 2015 and by that certain Second Amendment to Sublease Agreement dated as of March 31, 2015 (as amended, the “ Lease ”). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease.

B. Prime Landlord, Landlord and Tenant have agreed to further amend the Lease on the terms and conditions hereinafter set forth.

AGREEMENT

1. Recitals Incorporated: Certain Defined Terms . The recitals set forth above are incorporated into this Third Amendment and shall be deemed to be terms and provisions hereof, the same as if fully set forth in this Section 1 . Capitalized terms that are not otherwise defined in this Third Amendment shall have the same meanings ascribed to such terms in the Lease.

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:

“ Term . The “ Term ” of this Lease is the Initial Term of ten (10) years plus the Renewal Term (if any). A “ Lease Year ” is the twelve (12) month period commencing on the Commencement Date and each anniversary thereof during each year of the Term. Provided the Conditions Precedent set forth in Section 2 below have been satisfied or waived, the “ Initial Term ” commences on May 1, 2015 (the “ Commencement Date ”) and ends on the last day of the one hundred twentieth (120 ^th ) full calendar month thereafter. The Term may be extended by Tenant for one (1) separate renewal term of five (5) years (“ Renewal Term ”) if: (a) at least one-hundred eighty (180) days prior to the end of the Initial Term, Tenant delivers to Landlord a “ Renewal Notice ” indicating that Tenant desires to exercise its right to extend this Lease for the Renewal Term; (b) there is no then uncured Event of Default (as defined in Section 13 below) (i) as of the date Landlord receives the Renewal Notice (the “ Exercise Date ”), or (ii) on the last day of the Initial Term; and (c) all Related Lease Affiliates concurrently deliver appropriate Renewal Notices exercising the renewal options for all Related Leases. For purposes hereof, “ Termination Date ” shall mean the last day of the Initial Term or the Renewal Term (if any) or the earlier date on which this Lease may be terminated as provided herein. Upon receipt of a Renewal Notice, the Prime Lease shall be extended automatically to the last day of the Renewal Term.”


b.	Section 2.1 of the Lease is hereby amended by deleting subsection (d) thereof in its entirety.


c.	Section 2.2 of the Lease is hereby amended by deleting subsection (f) thereof in its entirety.

d. Section 2.3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:


e.	The first clause of Section 3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:

3. Rent . During the Term, Tenant shall pay in advance to Landlord on or before the 1 ^st day of each month after the Commencement Date (except for the first Rent payment, which shall be subtracted from the lease inducement fee to be paid by AdCare Health Systems, Inc. to Sublessee (or its affiliate) pursuant to the terms of that certain Lease Inducement Fee Agreement (the “ Lease Inducement Fee Agreement ”)) the following amounts as Rent (as defined below):

f. Section 3 of the Lease is further amended by adding new Section 3.6 immediately following Section 3.5 thereof as follows:

3.6 Special Rent . In addition to Base Rent (as described in Sections 3.1 and 3.2 above) and Additional Rent (as described in Section 3.3 above), during each Lease Year of the Initial Term, Sublessee shall pay to Landlord special rent in the amount of Nine Thousand Nine Hundred Forty-four and 00/100 Dollars ($9,944.00) per month (“ Special Rent ”). Special Rent shall be paid in advance on or before the first (1 ^st ) day of each month (except for the first Special Rent payment which shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement).

3.7 Equitable Adjustment . As a condition to Tenant’s Agreement to a Commencement Date of May 1, 2015, and notwithstanding anything to the contrary contained herein, Landlord and Tenant hereby agree to assess, in good faith and within thirty (30) days following the Commencement Date, make a one-time equitable adjustment to Base Rent equal to the difference between the Facility’s 2014 professional liability and general liability insurance costs and projected costs for the first Lease Year of comparable or mutually acceptable insurance as further adjusted by anticipated Medicaid reimbursement rate increases solely from such added costs.

g. Section 4 of the Lease is hereby amended by deleting the second sentence thereof in its entirety and by substituting the following in lieu thereof:

The Security Deposit shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement.

h. The Lease is amended by adding a new Section 31 as follows:

31. Tail Coverage . On or before June 30, 2015, Landlord agrees to provide to Tenant evidence of the continuation of insurance for general liability and professional liability for claims which may be made as a result of Landlord’s operation of the Facility prior to the Commencement Date, with minimum limits equal to $500,000.00, and all such insurance policies shall name Tenant and Aria Health Group, LLC as additional insureds. All policies of insurance required pursuant to this Section 31 shall not expire until after the expiration of any applicable statute of limitations, including any tolling period. Landlord agrees to provide, not less than ten (10) days prior written notice of cancellation, non-renewal or amendment to any policy including, without limitation, any amendment that would reduce the scope or limit coverage or remove any endorsement to any policy or cause any policy to no longer be in full force and effect or fail to be renewed. Tenant acknowledges and agrees that Landlord may (i) provide self-insured continuation coverage and (ii) from time to time replace insurers as long as the required limits and deductibles stated herein remain unchanged. If Landlord shall not have provided Tenant with such evidence by June 30, 2015, Tenant shall have the right to terminate this Lease by written notice of termination delivered to Landlord by June 30, 2015, with an effective date of termination of this Lease to occur on August 1, 2015.


i.	Exhibit E to the Lease is hereby deleted in its entirety and Exhibit E attached to the Third Amendment is substituted in lieu thereof.


j.	Schedule 1 to the Lease is hereby deleted in its entirety and Schedule 1 attached to the Third Amendment is substituted in lieu thereof.

2. No Other Changes . Except as amended by the terms of this Third Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

3. No Waiver . Neither the entering into of this Third Amendment nor any provision set forth herein shall be construed to be a waiver of any condition to performance under or breach of the terms of the Lease.

4. Counterparts . This Third Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. To facilitate execution and delivery of this Agreement, the parties may exchange counterparts of the executed signature pages by facsimile or other electronic transmission.

5. Entire Agreement . This Third Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.

6. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	LITTLE ROCK HC&R PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	LITTLE ROCK HC&R NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF LITTLE ROCK WEST MARKHAM, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

EXHIBIT “E”

DEFERRED MAINTENANCE ITEMS FOR ALL RELATED FACILITIES



Facility	Date of Report	Immediate Costs	Comments
Homestead	May 2011	$12,500	Modify parking spaces, restrooms and drinking fountain for accessibility (ADA)
		Total: $12,500
Heritage Park	February 2014	$840	Concrete parking stripes
		$102,750	Roof-tar/gravel, exterior wall caulking, wood framing repair
		Total: $103,590
Stone County Nursing	July 2011	$3,000	Insulate building, seal wood deck, seal joints/cracks and paint building; repair impact damage; replace 1965 vintage windows; replace roofing (Future costs are $251,000 for these items)
		$17,050	Add path of travel at main entrance; add parking spaces; add drinking fountain (ADA)
		Total: $20,050
Stone County Residential	February 2014	$750	Repair damaged siding, paint banister, repair fence
		$250	Water heaters must be inspected and certified by state
		$250	Repair alarm
		$12,000	Complete repairs to water-damaged units
		Total: $13,250
West Markham	February 2014	$14,000	Repair alligatoring in drive lanes
		$2,000	Fire hoses lack current inspection certifications
		$1,500	One of the steamers in the kitchen is not operational and the oven requires calibration
		Total: $17,500
Woodland Hills	January 2012	$3,000	Repair sidewalks, patch, overlay and seal coat asphalt (Future costs are $32,500 for these items)
		$7,000	Concrete slab repairs, paint exteriors, replace sealant, replace windows replace roofs (Future costs are $97,700 for these items)
		$1,700	replace boilers split systems, RTUs, compressors and FCUs (Future costs are $408,300 for these items)
		$2,000	Accessible paring, directional signage, drinking fountain (ADA)
		Total: $13,700
Northridge	January 2012	$9,800	Install van accessible space, install high/low drinking fountain (ADA)
		Total: $9,800
Cumberland	January 2012	$200	Install access aisles (ADA)
		Total: $200

SCHEDULE 1

RELATED FACILITIES



Facility Name	Prime Landlord Affiliates	Landlord Affiliates	Tenant Affiliates	Address	Bed Number Facility Type
Homestead Manor Nursing Home	Homestead Property Holdings, LLC	Homestead Nursing, LLC	Highlands of Stamps, LLC	826 North Street Stamps, AR 71860-4522	104 bed SNF
Heritage Park Nursing Center	Park Heritage Property Holdings, LLC	Park Heritage Nursing, LLC	Highlands of Rogers Dixieland, LLC	1513 S. Dixieland Road Rogers 72758-4935	110 bed SNF
Stone County Nursing and Rehabilitation Center	Mt. V Property Holdings, LLC	Mountain View Nursing, LLC	Highlands of Mountain View SNF, LLC	706 Oak Grove Street Mountain View, AR 72560-8601	97 bed SNF
Stone County Residential Care Facility	Mountain Top Property Holdings, LLC	Mountain Top ALF, LLC	Highlands of Mountain View RCF, LLC	414 Massey Avenue Mountain View, AR 72560-6132	32 bed ALF
West Markham Sub Acute and Rehabilitation Center	Little Rock HC&R Property Holdings, LLC	Little Rock HC&R Nursing, LLC	Highlands of Little Rock West Markham, LLC	5720 West Markham Street Little Rock, AR 72205-3328	154 bed SNF
Woodland Hills Healthcare and Rehabilitation	Woodland Hills HC Property Holdings, LLC	Woodland Hills HC Nursing, LLC	Highlands of Little Rock Riley, LLC	8701 Riley Dr. Little Rock, AR 72205-6509	140 bed SNF
Northridge Healthcare and Rehabilitation	Northridge HC&R Property Holdings, LLC	Northridge HC&R Nursing, LLC	Highlands of Little Rock John Ashley, LLC	2501 John Ashley Dr. North Little Rock, AR 72114-1815	140 bed SNF
Cumberland Health and Rehabilitation Center	APH&R Property Holdings, LLC	APH&R Nursing, LLC	Highlands of Little Rock South Cumberland, LLC	1516 South Cumberland Street Little Rock, AR 72202-5065	120 bed SNF

HNZW//3583-1

(West Markham)



	Exhibit 99.29

THIRD AMENDMENT TO SUBLEASE AGREEMENT

THIS THIRD AMENDMENT TO SUBLEASE AGREEMENT (this “ Third Amendment ”) is made as of the 30 ^th day of April, 2015 by and among NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), NORTHRIDGE HC&R NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF NORTH LITTLE ROCK JOHN ASHLEY, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

A. Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of January 16, 2015 as amended by that certain First Amendment to Sublease Agreement dated February 27, 2015 and by that certain Second Amendment to Sublease Agreement dated as of March 31, 2015 (as amended, the “ Lease ”). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease.

B. Prime Landlord, Landlord and Tenant have agreed to further amend the Lease on the terms and conditions hereinafter set forth.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2.1 of the Lease is hereby amended by deleting subsection (d) thereof in its entirety.


c.	Section 2.2 of the Lease is hereby amended by deleting subsection (f) thereof in its entirety.

d. Section 2.3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:


e.	The first clause of Section 3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:

f. Section 3 of the Lease is further amended by adding new Section 3.6 immediately following Section 3.5 thereof as follows:

3.6 Special Rent . In addition to Base Rent (as described in Sections 3.1 and 3.2 above) and Additional Rent (as described in Section 3.3 above), during each Lease Year of the Initial Term, Sublessee shall pay to Landlord special rent in the amount of Three Thousand Nine Hundred Seventy-eight and 00/100 Dollars ($3,978.00) per month (“ Special Rent ”). Special Rent shall be paid in advance on or before the first (1 ^st ) day of each month (except for the first Special Rent payment which shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement).

g. Section 4 of the Lease is hereby amended by deleting the second sentence thereof in its entirety and by substituting the following in lieu thereof:

The Security Deposit shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement.

h. The Lease is amended by adding a new Section 31 as follows:


i.	Exhibit E to the Lease is hereby deleted in its entirety and Exhibit E attached to the Third Amendment is substituted in lieu thereof.


j.	Schedule 1 to the Lease is hereby deleted in its entirety and Schedule 1 attached to the Third Amendment is substituted in lieu thereof.

2. No Other Changes . Except as amended by the terms of this Third Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

6. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	NORTHRIDGE HC&R PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	NORTHRIDGE HC&R NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF NORTH LITTLE ROCK JOHN ASHLEY, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

EXHIBIT “E”

DEFERRED MAINTENANCE ITEMS FOR ALL RELATED FACILITIES



Facility	Date of Report	Immediate Costs	Comments
Homestead	May 2011	$12,500	Modify parking spaces, restrooms and drinking fountain for accessibility (ADA)
		Total: $12,500
Heritage Park	February 2014	$840	Concrete parking stripes
		$102,750	Roof-tar/gravel, exterior wall caulking, wood framing repair
		Total: $103,590
Stone County Nursing	July 2011	$3,000	Insulate building, seal wood deck, seal joints/cracks and paint building; repair impact damage; replace 1965 vintage windows; replace roofing (Future costs are $251,000 for these items)
		$17,050	Add path of travel at main entrance; add parking spaces; add drinking fountain (ADA)
		Total: $20,050
Stone County Residential	February 2014	$750	Repair damaged siding, paint banister, repair fence
		$250	Water heaters must be inspected and certified by state
		$250	Repair alarm
		$12,000	Complete repairs to water-damaged units
		Total: $13,250
West Markham	February 2014	$14,000	Repair alligatoring in drive lanes
		$2,000	Fire hoses lack current inspection certifications
		$1,500	One of the steamers in the kitchen is not operational and the oven requires calibration
		Total: $17,500
Woodland Hills	January 2012	$3,000	Repair sidewalks, patch, overlay and seal coat asphalt (Future costs are $32,500 for these items)
		$7,000	Concrete slab repairs, paint exteriors, replace sealant, replace windows replace roofs (Future costs are $97,700 for these items)
		$1,700	replace boilers split systems, RTUs, compressors and FCUs (Future costs are $408,300 for these items)
		$2,000	Accessible paring, directional signage, drinking fountain (ADA)
		Total: $13,700
Northridge	January 2012	$9,800	Install van accessible space, install high/low drinking fountain (ADA)
		Total: $9,800
Cumberland	January 2012	$200	Install access aisles (ADA)
		Total: $200

SCHEDULE 1

RELATED FACILITIES



Facility Name	Prime Landlord Affiliates	Landlord Affiliates	Tenant Affiliates	Address	Bed Number Facility Type
Homestead Manor Nursing Home	Homestead Property Holdings, LLC	Homestead Nursing, LLC	Highlands of Stamps, LLC	826 North Street Stamps, AR 71860-4522	104 bed SNF
Heritage Park Nursing Center	Park Heritage Property Holdings, LLC	Park Heritage Nursing, LLC	Highlands of Rogers Dixieland, LLC	1513 S. Dixieland Road Rogers 72758-4935	110 bed SNF
Stone County Nursing and Rehabilitation Center	Mt. V Property Holdings, LLC	Mountain View Nursing, LLC	Highlands of Mountain View SNF, LLC	706 Oak Grove Street Mountain View, AR 72560-8601	97 bed SNF
Stone County Residential Care Facility	Mountain Top Property Holdings, LLC	Mountain Top ALF, LLC	Highlands of Mountain View RCF, LLC	414 Massey Avenue Mountain View, AR 72560-6132	32 bed ALF
West Markham Sub Acute and Rehabilitation Center	Little Rock HC&R Property Holdings, LLC	Little Rock HC&R Nursing, LLC	Highlands of Little Rock West Markham, LLC	5720 West Markham Street Little Rock, AR 72205-3328	154 bed SNF
Woodland Hills Healthcare and Rehabilitation	Woodland Hills HC Property Holdings, LLC	Woodland Hills HC Nursing, LLC	Highlands of Little Rock Riley, LLC	8701 Riley Dr. Little Rock, AR 72205-6509	140 bed SNF
Northridge Healthcare and Rehabilitation	Northridge HC&R Property Holdings, LLC	Northridge HC&R Nursing, LLC	Highlands of Little Rock John Ashley, LLC	2501 John Ashley Dr. North Little Rock, AR 72114-1815	140 bed SNF
Cumberland Health and Rehabilitation Center	APH&R Property Holdings, LLC	APH&R Nursing, LLC	Highlands of Little Rock South Cumberland, LLC	1516 South Cumberland Street Little Rock, AR 72202-5065	120 bed SNF

HNZW//3583-1 (Northridge)



	Exhibit 99.30

THIRD AMENDMENT TO SUBLEASE AGREEMENT

THIS THIRD AMENDMENT TO SUBLEASE AGREEMENT (this “ Third Amendment ”) is made as of the 30 ^th day of April, 2015 by and among WOODLAND HILLS HC PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), WOODLAND HILLS HC NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF LITTLE ROCK RILEY, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

A. Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of January 16, 2015 as amended by that certain First Amendment to Sublease Agreement dated February 27, 2015 and by that certain Second Amendment to Sublease Agreement dated as of March 31, 2015 (as amended, the “ Lease ”). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease.

B. Prime Landlord, Landlord and Tenant have agreed to further amend the Lease on the terms and conditions hereinafter set forth.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2.1 of the Lease is hereby amended by deleting subsection (d) thereof in its entirety.


c.	Section 2.2 of the Lease is hereby amended by deleting subsection (f) thereof in its entirety.

d. Section 2.3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:


e.	The first clause of Section 3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:

f. Section 3 of the Lease is further amended by adding new Section 3.6 immediately following Section 3.5 thereof as follows:

3.6 Special Rent . In addition to Base Rent (as described in Sections 3.1 and 3.2 above) and Additional Rent (as described in Section 3.3 above), during each Lease Year of the Initial Term, Sublessee shall pay to Landlord special rent in the amount of Three Thousand Nine Hundred Seventy-eight and 00/100 Dollars ($3,978.00) per month (“ Special Rent ”). Special Rent shall be paid in advance on or before the first (1 ^st ) day of each month (except for the first Special Rent payment which shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement).

g. Section 4 of the Lease is hereby amended by deleting the second sentence thereof in its entirety and by substituting the following in lieu thereof:

The Security Deposit shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement.

h. The Lease is amended by adding a new Section 31 as follows:


i.	Exhibit E to the Lease is hereby deleted in its entirety and Exhibit E attached to the Third Amendment is substituted in lieu thereof.


j.	Schedule 1 to the Lease is hereby deleted in its entirety and Schedule 1 attached to the Third Amendment is substituted in lieu thereof.

2. No Other Changes . Except as amended by the terms of this Third Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

6. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	WOODLAND HILLS HC PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	WOODLAND HILLS HC NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF LITTLE ROCK RILEY, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

EXHIBIT “E”

DEFERRED MAINTENANCE ITEMS FOR ALL RELATED FACILITIES



Facility	Date of Report	Immediate Costs	Comments
Homestead	May 2011	$12,500	Modify parking spaces, restrooms and drinking fountain for accessibility (ADA)
		Total: $12,500
Heritage Park	February 2014	$840	Concrete parking stripes
		$102,750	Roof-tar/gravel, exterior wall caulking, wood framing repair
		Total: $103,590
Stone County Nursing	July 2011	$3,000	Insulate building, seal wood deck, seal joints/cracks and paint building; repair impact damage; replace 1965 vintage windows; replace roofing (Future costs are $251,000 for these items)
		$17,050	Add path of travel at main entrance; add parking spaces; add drinking fountain (ADA)
		Total: $20,050
Stone County Residential	February 2014	$750	Repair damaged siding, paint banister, repair fence
		$250	Water heaters must be inspected and certified by state
		$250	Repair alarm
		$12,000	Complete repairs to water-damaged units
		Total: $13,250
West Markham	February 2014	$14,000	Repair alligatoring in drive lanes
		$2,000	Fire hoses lack current inspection certifications
		$1,500	One of the steamers in the kitchen is not operational and the oven requires calibration
		Total: $17,500
Woodland Hills	January 2012	$3,000	Repair sidewalks, patch, overlay and seal coat asphalt (Future costs are $32,500 for these items)
		$7,000	Concrete slab repairs, paint exteriors, replace sealant, replace windows replace roofs (Future costs are $97,700 for these items)
		$1,700	replace boilers split systems, RTUs, compressors and FCUs (Future costs are $408,300 for these items)
		$2,000	Accessible paring, directional signage, drinking fountain (ADA)
		Total: $13,700
Northridge	January 2012	$9,800	Install van accessible space, install high/low drinking fountain (ADA)
		Total: $9,800
Cumberland	January 2012	$200	Install access aisles (ADA)
		Total: $200

SCHEDULE 1

RELATED FACILITIES



Facility Name	Prime Landlord Affiliates	Landlord Affiliates	Tenant Affiliates	Address	Bed Number Facility Type
Homestead Manor Nursing Home	Homestead Property Holdings, LLC	Homestead Nursing, LLC	Highlands of Stamps, LLC	826 North Street Stamps, AR 71860-4522	104 bed SNF
Heritage Park Nursing Center	Park Heritage Property Holdings, LLC	Park Heritage Nursing, LLC	Highlands of Rogers Dixieland, LLC	1513 S. Dixieland Road Rogers 72758-4935	110 bed SNF
Stone County Nursing and Rehabilitation Center	Mt. V Property Holdings, LLC	Mountain View Nursing, LLC	Highlands of Mountain View SNF, LLC	706 Oak Grove Street Mountain View, AR 72560-8601	97 bed SNF
Stone County Residential Care Facility	Mountain Top Property Holdings, LLC	Mountain Top ALF, LLC	Highlands of Mountain View RCF, LLC	414 Massey Avenue Mountain View, AR 72560-6132	32 bed ALF
West Markham Sub Acute and Rehabilitation Center	Little Rock HC&R Property Holdings, LLC	Little Rock HC&R Nursing, LLC	Highlands of Little Rock West Markham, LLC	5720 West Markham Street Little Rock, AR 72205-3328	154 bed SNF
Woodland Hills Healthcare and Rehabilitation	Woodland Hills HC Property Holdings, LLC	Woodland Hills HC Nursing, LLC	Highlands of Little Rock Riley, LLC	8701 Riley Dr. Little Rock, AR 72205-6509	140 bed SNF
Northridge Healthcare and Rehabilitation	Northridge HC&R Property Holdings, LLC	Northridge HC&R Nursing, LLC	Highlands of Little Rock John Ashley, LLC	2501 John Ashley Dr. North Little Rock, AR 72114-1815	140 bed SNF
Cumberland Health and Rehabilitation Center	APH&R Property Holdings, LLC	APH&R Nursing, LLC	Highlands of Little Rock South Cumberland, LLC	1516 South Cumberland Street Little Rock, AR 72202-5065	120 bed SNF

HNZW//3583-2 (Woodland Hills)



	Exhibit 99.31

THIRD AMENDMENT TO SUBLEASE AGREEMENT

THIS THIRD AMENDMENT TO SUBLEASE AGREEMENT (this “ Third Amendment ”) is made as of the 30 ^th day of April, 2015 by and among HOMESTEAD PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), HOMESTEAD NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF STAMPS, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

A. Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of January 16, 2015 as amended by that certain First Amendment to Sublease Agreement dated February 27, 2015 and by that certain Second Amendment to Sublease Agreement dated as of March 31, 2015 (as amended, the “ Lease ”). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease.

B. Prime Landlord, Landlord and Tenant have agreed to further amend the Lease on the terms and conditions hereinafter set forth.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2.1 of the Lease is hereby amended by deleting subsection (d) thereof in its entirety.


c.	Section 2.2 of the Lease is hereby amended by deleting subsection (f) thereof in its entirety.

d. Section 2.3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:


e.	The first clause of Section 3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:

f. Section 3 of the Lease is further amended by adding new Section 3.6 immediately following Section 3.5 thereof as follows:

3.6 Special Rent . In addition to Base Rent (as described in Sections 3.1 and 3.2 above) and Additional Rent (as described in Section 3.3 above), during each Lease Year of the Initial Term, Sublessee shall pay to Landlord special rent in the amount of Two Thousand Six Hundred Fifty-two and 00/100 Dollars ($2,652.00) per month (“ Special Rent ”). Special Rent shall be paid in advance on or before the first (1 ^st ) day of each month (except for the first Special Rent payment which shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement).

g. Section 4 of the Lease is hereby amended by deleting the second sentence thereof in its entirety and by substituting the following in lieu thereof:

The Security Deposit shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement.

h. The Lease is amended by adding a new Section 31 as follows:


i.	Exhibit E to the Lease is hereby deleted in its entirety and Exhibit E attached to the Third Amendment is substituted in lieu thereof.


j.	Schedule 1 to the Lease is hereby deleted in its entirety and Schedule 1 attached to the Third Amendment is substituted in lieu thereof.

2. No Other Changes . Except as amended by the terms of this Third Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

6. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	HOMESTEAD PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	HOMESTEAD NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF STAMPS, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

EXHIBIT “E”

DEFERRED MAINTENANCE ITEMS FOR ALL RELATED FACILITIES



Facility	Date of Report	Immediate Costs	Comments
Homestead	May 2011	$12,500	Modify parking spaces, restrooms and drinking fountain for accessibility (ADA)
		Total: $12,500
Heritage Park	February 2014	$840	Concrete parking stripes
		$102,750	Roof-tar/gravel, exterior wall caulking, wood framing repair
		Total: $103,590
Stone County Nursing	July 2011	$3,000	Insulate building, seal wood deck, seal joints/cracks and paint building; repair impact damage; replace 1965 vintage windows; replace roofing (Future costs are $251,000 for these items)
		$17,050	Add path of travel at main entrance; add parking spaces; add drinking fountain (ADA)
		Total: $20,050
Stone County Residential	February 2014	$750	Repair damaged siding, paint banister, repair fence
		$250	Water heaters must be inspected and certified by state
		$250	Repair alarm
		$12,000	Complete repairs to water-damaged units
		Total: $13,250
West Markham	February 2014	$14,000	Repair alligatoring in drive lanes
		$2,000	Fire hoses lack current inspection certifications
		$1,500	One of the steamers in the kitchen is not operational and the oven requires calibration
		Total: $17,500
Woodland Hills	January 2012	$3,000	Repair sidewalks, patch, overlay and seal coat asphalt (Future costs are $32,500 for these items)
		$7,000	Concrete slab repairs, paint exteriors, replace sealant, replace windows replace roofs (Future costs are $97,700 for these items)
		$1,700	replace boilers split systems, RTUs, compressors and FCUs (Future costs are $408,300 for these items)
		$2,000	Accessible paring, directional signage, drinking fountain (ADA)
		Total: $13,700
Northridge	January 2012	$9,800	Install van accessible space, install high/low drinking fountain (ADA)
		Total: $9,800
Cumberland	January 2012	$200	Install access aisles (ADA)
		Total: $200

SCHEDULE 1

RELATED FACILITIES



Facility Name	Prime Landlord Affiliates	Landlord Affiliates	Tenant Affiliates	Address	Bed Number Facility Type
Homestead Manor Nursing Home	Homestead Property Holdings, LLC	Homestead Nursing, LLC	Highlands of Stamps, LLC	826 North Street Stamps, AR 71860-4522	104 bed SNF
Heritage Park Nursing Center	Park Heritage Property Holdings, LLC	Park Heritage Nursing, LLC	Highlands of Rogers Dixieland, LLC	1513 S. Dixieland Road Rogers 72758-4935	110 bed SNF
Stone County Nursing and Rehabilitation Center	Mt. V Property Holdings, LLC	Mountain View Nursing, LLC	Highlands of Mountain View SNF, LLC	706 Oak Grove Street Mountain View, AR 72560-8601	97 bed SNF
Stone County Residential Care Facility	Mountain Top Property Holdings, LLC	Mountain Top ALF, LLC	Highlands of Mountain View RCF, LLC	414 Massey Avenue Mountain View, AR 72560-6132	32 bed ALF
West Markham Sub Acute and Rehabilitation Center	Little Rock HC&R Property Holdings, LLC	Little Rock HC&R Nursing, LLC	Highlands of Little Rock West Markham, LLC	5720 West Markham Street Little Rock, AR 72205-3328	154 bed SNF
Woodland Hills Healthcare and Rehabilitation	Woodland Hills HC Property Holdings, LLC	Woodland Hills HC Nursing, LLC	Highlands of Little Rock Riley, LLC	8701 Riley Dr. Little Rock, AR 72205-6509	140 bed SNF
Northridge Healthcare and Rehabilitation	Northridge HC&R Property Holdings, LLC	Northridge HC&R Nursing, LLC	Highlands of Little Rock John Ashley, LLC	2501 John Ashley Dr. North Little Rock, AR 72114-1815	140 bed SNF
Cumberland Health and Rehabilitation Center	APH&R Property Holdings, LLC	APH&R Nursing, LLC	Highlands of Little Rock South Cumberland, LLC	1516 South Cumberland Street Little Rock, AR 72202-5065	120 bed SNF

HNZW//3583-1 (Homestead)



	Exhibit 99.32

THIRD AMENDMENT TO SUBLEASE AGREEMENT

THIS THIRD AMENDMENT TO SUBLEASE AGREEMENT (this “ Third Amendment ”) is made as of the 30 ^th day of April, 2015 by and among MT. V PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), MOUNTAIN VIEW NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF MOUNTAIN VIEW SNF, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

A. Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of January 16, 2015 as amended by that certain First Amendment to Sublease Agreement dated February 27, 2015 and by that certain Second Amendment to Sublease Agreement dated as of March 31, 2015 (as amended, the “ Lease ”). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease.

B. Prime Landlord, Landlord and Tenant have agreed to further amend the Lease on the terms and conditions hereinafter set forth.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2.1 of the Lease is hereby amended by deleting subsection (d) thereof in its entirety.


c.	Section 2.2 of the Lease is hereby amended by deleting subsection (f) thereof in its entirety.

d. Section 2.3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:


e.	The first clause of Section 3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:

f Section 3 of the Lease is further amended by adding new Section 3.6 immediately following Section 3.5 thereof as follows:

3.6 Special Rent . In addition to Base Rent (as described in Sections 3.1 and 3.2 above) and Additional Rent (as described in Section 3.3 above), during each Lease Year of the Initial Term, Sublessee shall pay to Landlord special rent in the amount of Two Thousand Three Hundred Twenty and 00/100 Dollars ($2,320.00) per month (“ Special Rent ”). Special Rent shall be paid in advance on or before the first (1 ^st ) day of each month (except for the first Special Rent payment which shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement).

g. Section 4 of the Lease is hereby amended by deleting the second sentence thereof in its entirety and by substituting the following in lieu thereof:

The Security Deposit shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement.

h. The Lease is amended by adding a new Section 31 as follows:


i.	Exhibit E to the Lease is hereby deleted in its entirety and Exhibit E attached to the Third Amendment is substituted in lieu thereof.


j.	Schedule 1 to the Lease is hereby deleted in its entirety and Schedule 1 attached to the Third Amendment is substituted in lieu thereof.

2. No Other Changes . Except as amended by the terms of this Third Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

6. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	MT. V PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	MOUNTAIN VIEW NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF MOUNTAIN VIEW SNF, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

EXHIBIT “E”

DEFERRED MAINTENANCE ITEMS FOR ALL RELATED FACILITIES



Facility	Date of Report	Immediate Costs	Comments
Homestead	May 2011	$12,500	Modify parking spaces, restrooms and drinking fountain for accessibility (ADA)
		Total: $12,500
Heritage Park	February 2014	$840	Concrete parking stripes
		$102,750	Roof-tar/gravel, exterior wall caulking, wood framing repair
		Total: $103,590
Stone County Nursing	July 2011	$3,000	Insulate building, seal wood deck, seal joints/cracks and paint building; repair impact damage; replace 1965 vintage windows; replace roofing (Future costs are $251,000 for these items)
		$17,050	Add path of travel at main entrance; add parking spaces; add drinking fountain (ADA)
		Total: $20,050
Stone County Residential	February 2014	$750	Repair damaged siding, paint banister, repair fence
		$250	Water heaters must be inspected and certified by state
		$250	Repair alarm
		$12,000	Complete repairs to water-damaged units
		Total: $13,250
West Markham	February 2014	$14,000	Repair alligatoring in drive lanes
		$2,000	Fire hoses lack current inspection certifications
		$1,500	One of the steamers in the kitchen is not operational and the oven requires calibration
		Total: $17,500
Woodland Hills	January 2012	$3,000	Repair sidewalks, patch, overlay and seal coat asphalt (Future costs are $32,500 for these items)
		$7,000	Concrete slab repairs, paint exteriors, replace sealant, replace windows replace roofs (Future costs are $97,700 for these items)
		$1,700	replace boilers split systems, RTUs, compressors and FCUs (Future costs are $408,300 for these items)
		$2,000	Accessible paring, directional signage, drinking fountain (ADA)
		Total: $13,700
Northridge	January 2012	$9,800	Install van accessible space, install high/low drinking fountain (ADA)
		Total: $9,800
Cumberland	January 2012	$200	Install access aisles (ADA)
		Total: $200

SCHEDULE 1

RELATED FACILITIES



Facility Name	Prime Landlord Affiliates	Landlord Affiliates	Tenant Affiliates	Address	Bed Number Facility Type
Homestead Manor Nursing Home	Homestead Property Holdings, LLC	Homestead Nursing, LLC	Highlands of Stamps, LLC	826 North Street Stamps, AR 71860-4522	104 bed SNF
Heritage Park Nursing Center	Park Heritage Property Holdings, LLC	Park Heritage Nursing, LLC	Highlands of Rogers Dixieland, LLC	1513 S. Dixieland Road Rogers 72758-4935	110 bed SNF
Stone County Nursing and Rehabilitation Center	Mt. V Property Holdings, LLC	Mountain View Nursing, LLC	Highlands of Mountain View SNF, LLC	706 Oak Grove Street Mountain View, AR 72560-8601	97 bed SNF
Stone County Residential Care Facility	Mountain Top Property Holdings, LLC	Mountain Top ALF, LLC	Highlands of Mountain View RCF, LLC	414 Massey Avenue Mountain View, AR 72560-6132	32 bed ALF
West Markham Sub Acute and Rehabilitation Center	Little Rock HC&R Property Holdings, LLC	Little Rock HC&R Nursing, LLC	Highlands of Little Rock West Markham, LLC	5720 West Markham Street Little Rock, AR 72205-3328	154 bed SNF
Woodland Hills Healthcare and Rehabilitation	Woodland Hills HC Property Holdings, LLC	Woodland Hills HC Nursing, LLC	Highlands of Little Rock Riley, LLC	8701 Riley Dr. Little Rock, AR 72205-6509	140 bed SNF
Northridge Healthcare and Rehabilitation	Northridge HC&R Property Holdings, LLC	Northridge HC&R Nursing, LLC	Highlands of Little Rock John Ashley, LLC	2501 John Ashley Dr. North Little Rock, AR 72114-1815	140 bed SNF
Cumberland Health and Rehabilitation Center	APH&R Property Holdings, LLC	APH&R Nursing, LLC	Highlands of Little Rock South Cumberland, LLC	1516 South Cumberland Street Little Rock, AR 72202-5065	120 bed SNF

HNZW//3583-1

(Stone Co. Nursing & Rehab)



	Exhibit 99.33

THIRD AMENDMENT TO SUBLEASE AGREEMENT

THIS THIRD AMENDMENT TO SUBLEASE AGREEMENT (this “ Third Amendment ”) is made as of the 30 ^th day of April, 2015 by and among PARK HERITAGE PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), PARK HERITAGE NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF ROGERS DIXIELAND, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

A. Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of January 16, 2015 as amended by that certain First Amendment to Sublease Agreement dated February 27, 2015 and by that certain Second Amendment to Sublease Agreement dated as of March 31, 2015 (as amended, the “ Lease ”). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease.

B. Prime Landlord, Landlord and Tenant have agreed to further amend the Lease on the terms and conditions hereinafter set forth.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2.1 of the Lease is hereby amended by deleting subsection (d) thereof in its entirety.


c.	Section 2.2 of the Lease is hereby amended by deleting subsection (f) thereof in its entirety.

d. Section 2.3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:


e.	The first clause of Section 3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:

f. Section 3 of the Lease is further amended by adding new Sections 3.6 and 3.7 immediately following Section 3.5 thereof as follows:

3.6 Special Rent . In addition to Base Rent (as described in Sections 3.1 and 3.2 above) and Additional Rent (as described in Section 3.3 above), during each Lease Year of the Initial Term, Sublessee shall pay to Landlord special rent in the amount of Three Thousand Three Hundred Fifteen and 00/100 Dollars ($3,315.00) per month (“ Special Rent ”). Special Rent shall be paid in advance on or before the first (1 ^st ) day of each month (except for the first Special Rent payment which shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement).

g. Section 4 of the Lease is hereby amended by deleting the second sentence thereof in its entirety and by substituting the following in lieu thereof:

The Security Deposit shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement.

h. The Lease is amended by adding a new Section 31 as follows:

i. Exhibit E to the Lease is hereby deleted in its entirety and Exhibit E attached to the Third Amendment is substituted in lieu thereof.

j. Schedule 1 to the Lease is hereby deleted in its entirety and Schedule 1 attached to the Third Amendment is substituted in lieu thereof.

2. No Other Changes . Except as amended by the terms of this Third Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

6. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	PARK HERITAGE PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	PARK HERITAGE NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF ROGERS DIXIELAND, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

EXHIBIT “E”

DEFERRED MAINTENANCE ITEMS FOR ALL RELATED FACILITIES



Facility	Date of Report	Immediate Costs	Comments
Homestead	May 2011	$12,500	Modify parking spaces, restrooms and drinking fountain for accessibility (ADA)
		Total: $12,500
Heritage Park	February 2014	$840	Concrete parking stripes
		$102,750	Roof-tar/gravel, exterior wall caulking, wood framing repair
		Total: $103,590
Stone County Nursing	July 2011	$3,000	Insulate building, seal wood deck, seal joints/cracks and paint building; repair impact damage; replace 1965 vintage windows; replace roofing (Future costs are $251,000 for these items)
		$17,050	Add path of travel at main entrance; add parking spaces; add drinking fountain (ADA)
		Total: $20,050
Stone County Residential	February 2014	$750	Repair damaged siding, paint banister, repair fence
		$250	Water heaters must be inspected and certified by state
		$250	Repair alarm
		$12,000	Complete repairs to water-damaged units
		Total: $13,250
West Markham	February 2014	$14,000	Repair alligatoring in drive lanes
		$2,000	Fire hoses lack current inspection certifications
		$1,500	One of the steamers in the kitchen is not operational and the oven requires calibration
		Total: $17,500
Woodland Hills	January 2012	$3,000	Repair sidewalks, patch, overlay and seal coat asphalt (Future costs are $32,500 for these items)
		$7,000	Concrete slab repairs, paint exteriors, replace sealant, replace windows replace roofs (Future costs are $97,700 for these items)
		$1,700	replace boilers split systems, RTUs, compressors and FCUs (Future costs are $408,300 for these items)
		$2,000	Accessible paring, directional signage, drinking fountain (ADA)
		Total: $13,700
Northridge	January 2012	$9,800	Install van accessible space, install high/low drinking fountain (ADA)
		Total: $9,800
Cumberland	January 2012	$200	Install access aisles (ADA)
		Total: $200

SCHEDULE 1

RELATED FACILITIES



Facility Name	Prime Landlord Affiliates	Landlord Affiliates	Tenant Affiliates	Address	Bed Number Facility Type
Homestead Manor Nursing Home	Homestead Property Holdings, LLC	Homestead Nursing, LLC	Highlands of Stamps, LLC	826 North Street Stamps, AR 71860-4522	104 bed SNF
Heritage Park Nursing Center	Park Heritage Property Holdings, LLC	Park Heritage Nursing, LLC	Highlands of Rogers Dixieland, LLC	1513 S. Dixieland Road Rogers 72758-4935	110 bed SNF
Stone County Nursing and Rehabilitation Center	Mt. V Property Holdings, LLC	Mountain View Nursing, LLC	Highlands of Mountain View SNF, LLC	706 Oak Grove Street Mountain View, AR 72560-8601	97 bed SNF
Stone County Residential Care Facility	Mountain Top Property Holdings, LLC	Mountain Top ALF, LLC	Highlands of Mountain View RCF, LLC	414 Massey Avenue Mountain View, AR 72560-6132	32 bed ALF
West Markham Sub Acute and Rehabilitation Center	Little Rock HC&R Property Holdings, LLC	Little Rock HC&R Nursing, LLC	Highlands of Little Rock West Markham, LLC	5720 West Markham Street Little Rock, AR 72205-3328	154 bed SNF
Woodland Hills Healthcare and Rehabilitation	Woodland Hills HC Property Holdings, LLC	Woodland Hills HC Nursing, LLC	Highlands of Little Rock Riley, LLC	8701 Riley Dr. Little Rock, AR 72205-6509	140 bed SNF
Northridge Healthcare and Rehabilitation	Northridge HC&R Property Holdings, LLC	Northridge HC&R Nursing, LLC	Highlands of Little Rock John Ashley, LLC	2501 John Ashley Dr. North Little Rock, AR 72114-1815	140 bed SNF
Cumberland Health and Rehabilitation Center	APH&R Property Holdings, LLC	APH&R Nursing, LLC	Highlands of Little Rock South Cumberland, LLC	1516 South Cumberland Street Little Rock, AR 72202-5065	120 bed SNF

HNZW//3583-1 (Heritage Park)



	Exhibit 99.34

THIRD AMENDMENT TO SUBLEASE AGREEMENT

THIS THIRD AMENDMENT TO SUBLEASE AGREEMENT (this “ Third Amendment ”) is made as of the 30 ^th day of April, 2015 by and among APH&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), APH&R NURSING, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF LITTLE ROCK SOUTH CUMBERLAND, LLC, a Delaware limited liability company (“ Tenant ”)

RECITALS

A. Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of January 16, 2015 as amended by that certain First Amendment to Sublease Agreement dated February 27, 2015 and by that certain Second Amendment to Sublease Agreement dated as of March 31, 2015 (as amended, the “ Lease ”). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease.

B. Prime Landlord, Landlord and Tenant have agreed to further amend the Lease on the terms and conditions hereinafter set forth.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2.1 of the Lease is hereby amended by deleting subsection (d) thereof in its entirety.


c.	Section 2.2 of the Lease is hereby amended by deleting subsection (f) thereof in its entirety.

d. Section 2.3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:


e.	The first clause of Section 3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:

f. Section 3 of the Lease is further amended by adding new Section 3.6 immediately following Section 3.5 thereof as follows:

3.6 Special Rent . In addition to Base Rent (as described in Sections 3.1 and 3.2 above) and Additional Rent (as described in Section 3.3 above), during each Lease Year of the Initial Term, Sublessee shall pay to Landlord special rent in the amount of Two Thousand Nine Hundred Eighty-three and 00/100 Dollars ($2,983.00) per month (“ Special Rent ”). Special Rent shall be paid in advance on or before the first (1 ^st ) day of each month (except for the first Special Rent payment which shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement).

g. Section 4 of the Lease is hereby amended by deleting the second sentence thereof in its entirety and by substituting the following in lieu thereof:

The Security Deposit shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement.

h. The Lease is amended by adding a new Section 31 as follows:


i.	Exhibit E to the Lease is hereby deleted in its entirety and Exhibit E attached to the Third Amendment is substituted in lieu thereof.


j.	Schedule 1 to the Lease is hereby deleted in its entirety and Schedule 1 attached to the Third Amendment is substituted in lieu thereof.

2. No Other Changes . Except as amended by the terms of this Third Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

6. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	APH&R PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	APH&R NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF LITTLE ROCK SOUTH CUMBERLAND, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

EXHIBIT “E”

DEFERRED MAINTENANCE ITEMS FOR ALL RELATED FACILITIES



Facility	Date of Report	Immediate Costs	Comments
Homestead	May 2011	$12,500	Modify parking spaces, restrooms and drinking fountain for accessibility (ADA)
		Total: $12,500
Heritage Park	February 2014	$840	Concrete parking stripes
		$102,750	Roof-tar/gravel, exterior wall caulking, wood framing repair
		Total: $103,590
Stone County Nursing	July 2011	$3,000	Insulate building, seal wood deck, seal joints/cracks and paint building; repair impact damage; replace 1965 vintage windows; replace roofing (Future costs are $251,000 for these items)
		$17,050	Add path of travel at main entrance; add parking spaces; add drinking fountain (ADA)
		Total: $20,050
Stone County Residential	February 2014	$750	Repair damaged siding, paint banister, repair fence
		$250	Water heaters must be inspected and certified by state
		$250	Repair alarm
		$12,000	Complete repairs to water-damaged units
		Total: $13,250
West Markham	February 2014	$14,000	Repair alligatoring in drive lanes
		$2,000	Fire hoses lack current inspection certifications
		$1,500	One of the steamers in the kitchen is not operational and the oven requires calibration
		Total: $17,500
Woodland Hills	January 2012	$3,000	Repair sidewalks, patch, overlay and seal coat asphalt (Future costs are $32,500 for these items)
		$7,000	Concrete slab repairs, paint exteriors, replace sealant, replace windows replace roofs (Future costs are $97,700 for these items)
		$1,700	replace boilers split systems, RTUs, compressors and FCUs (Future costs are $408,300 for these items)
		$2,000	Accessible paring, directional signage, drinking fountain (ADA)
		Total: $13,700
Northridge	January 2012	$9,800	Install van accessible space, install high/low drinking fountain (ADA)
		Total: $9,800
Cumberland	January 2012	$200	Install access aisles (ADA)
		Total: $200

SCHEDULE 1

RELATED FACILITIES



Facility Name	Prime Landlord Affiliates	Landlord Affiliates	Tenant Affiliates	Address	Bed Number Facility Type
Homestead Manor Nursing Home	Homestead Property Holdings, LLC	Homestead Nursing, LLC	Highlands of Stamps, LLC	826 North Street Stamps, AR 71860-4522	104 bed SNF
Heritage Park Nursing Center	Park Heritage Property Holdings, LLC	Park Heritage Nursing, LLC	Highlands of Rogers Dixieland, LLC	1513 S. Dixieland Road Rogers 72758-4935	110 bed SNF
Stone County Nursing and Rehabilitation Center	Mt. V Property Holdings, LLC	Mountain View Nursing, LLC	Highlands of Mountain View SNF, LLC	706 Oak Grove Street Mountain View, AR 72560-8601	97 bed SNF
Stone County Residential Care Facility	Mountain Top Property Holdings, LLC	Mountain Top ALF, LLC	Highlands of Mountain View RCF, LLC	414 Massey Avenue Mountain View, AR 72560-6132	32 bed ALF
West Markham Sub Acute and Rehabilitation Center	Little Rock HC&R Property Holdings, LLC	Little Rock HC&R Nursing, LLC	Highlands of Little Rock West Markham, LLC	5720 West Markham Street Little Rock, AR 72205-3328	154 bed SNF
Woodland Hills Healthcare and Rehabilitation	Woodland Hills HC Property Holdings, LLC	Woodland Hills HC Nursing, LLC	Highlands of Little Rock Riley, LLC	8701 Riley Dr. Little Rock, AR 72205-6509	140 bed SNF
Northridge Healthcare and Rehabilitation	Northridge HC&R Property Holdings, LLC	Northridge HC&R Nursing, LLC	Highlands of Little Rock John Ashley, LLC	2501 John Ashley Dr. North Little Rock, AR 72114-1815	140 bed SNF
Cumberland Health and Rehabilitation Center	APH&R Property Holdings, LLC	APH&R Nursing, LLC	Highlands of Little Rock South Cumberland, LLC	1516 South Cumberland Street Little Rock, AR 72202-5065	120 bed SNF

HNZW//3583-1 (Cumberland)



	Exhibit 99.35

THIRD AMENDMENT TO SUBLEASE AGREEMENT

THIS THIRD AMENDMENT TO SUBLEASE AGREEMENT (this “ Third Amendment ”) is made as of the 30 ^th day of April, 2015 by and among MOUNTAIN TOP PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“ Prime Landlord ”), MOUNTAIN TOP ALF, LLC, a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF MOUNTAIN VIEW RCF, LLC, a Delaware limited liability company (“ Tenant ”).

RECITALS

A. Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of January 16, 2015 as amended by that certain First Amendment to Sublease Agreement dated February 27, 2015 and by that certain Second Amendment to Sublease Agreement dated as of March 31, 2015 (as amended, the “ Lease ”). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease.

B. Prime Landlord, Landlord and Tenant have agreed to further amend the Lease on the terms and conditions hereinafter set forth.

AGREEMENT

2. Amendments .


a.	Section 1 of the Lease shall be deleted in its entirety and the following inserted in lieu thereof:


b.	Section 2.1 of the Lease is hereby amended by deleting subsection (d) thereof in its entirety.


c.	Section 2.2 of the Lease is hereby amended by deleting subsection (f) thereof in its entirety.

d. Section 2.3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:


e.	The first clause of Section 3 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:

f. Section 3 of the Lease is further amended by adding new Section 3.6 immediately following Section 3.5 thereof as follows:

3.6 Special Rent . In addition to Base Rent (as described in Sections 3.1 and 3.2 above) and Additional Rent (as described in Section 3.3 above), during each Lease Year of the Initial Term, Sublessee shall pay to Landlord special rent in the amount of Three Hundred Thirty-one and 00/100 Dollars ($331.00) per month (“ Special Rent ”). Special Rent shall be paid in advance on or before the first (1 ^st ) day of each month (except for the first Special Rent payment which shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement).

g. Section 4 of the Lease is hereby amended by deleting the second sentence thereof in its entirety and by substituting the following in lieu thereof:

The Security Deposit shall be subtracted from the lease inducement fee to be paid under the Lease Inducement Fee Agreement.

h. The Lease is amended by adding a new Section 31 as follows:


i.	Exhibit E to the Lease is hereby deleted in its entirety and Exhibit E attached to the Third Amendment is substituted in lieu thereof.


j.	Schedule 1 to the Lease is hereby deleted in its entirety and Schedule 1 attached to the Third Amendment is substituted in lieu thereof.

2. No Other Changes . Except as amended by the terms of this Third Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

6. Authority . The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[signatures appear on following page]

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



	PRIME LANDLORD:
	MOUNTAIN TOP PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	MOUNTAIN TOP ALF, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF MOUNTAIN VIEW RCF, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

EXHIBIT “E”

DEFERRED MAINTENANCE ITEMS FOR ALL RELATED FACILITIES



Facility	Date of Report	Immediate Costs	Comments
Homestead	May 2011	$12,500	Modify parking spaces, restrooms and drinking fountain for accessibility (ADA)
		Total: $12,500
Heritage Park	February 2014	$840	Concrete parking stripes
		$102,750	Roof-tar/gravel, exterior wall caulking, wood framing repair
		Total: $103,590
Stone County Nursing	July 2011	$3,000	Insulate building, seal wood deck, seal joints/cracks and paint building; repair impact damage; replace 1965 vintage windows; replace roofing (Future costs are $251,000 for these items)
		$17,050	Add path of travel at main entrance; add parking spaces; add drinking fountain (ADA)
		Total: $20,050
Stone County Residential	February 2014	$750	Repair damaged siding, paint banister, repair fence
		$250	Water heaters must be inspected and certified by state
		$250	Repair alarm
		$12,000	Complete repairs to water-damaged units
		Total: $13,250
West Markham	February 2014	$14,000	Repair alligatoring in drive lanes
		$2,000	Fire hoses lack current inspection certifications
		$1,500	One of the steamers in the kitchen is not operational and the oven requires calibration
		Total: $17,500
Woodland Hills	January 2012	$3,000	Repair sidewalks, patch, overlay and seal coat asphalt (Future costs are $32,500 for these items)
		$7,000	Concrete slab repairs, paint exteriors, replace sealant, replace windows replace roofs (Future costs are $97,700 for these items)
		$1,700	replace boilers split systems, RTUs, compressors and FCUs (Future costs are $408,300 for these items)
		$2,000	Accessible paring, directional signage, drinking fountain (ADA)
		Total: $13,700
Northridge	January 2012	$9,800	Install van accessible space, install high/low drinking fountain (ADA)
		Total: $9,800
Cumberland	January 2012	$200	Install access aisles (ADA)
		Total: $200

SCHEDULE 1

RELATED FACILITIES



Facility Name	Prime Landlord Affiliates	Landlord Affiliates	Tenant Affiliates	Address	Bed Number Facility Type
Homestead Manor Nursing Home	Homestead Property Holdings, LLC	Homestead Nursing, LLC	Highlands of Stamps, LLC	826 North Street Stamps, AR 71860-4522	104 bed SNF
Heritage Park Nursing Center	Park Heritage Property Holdings, LLC	Park Heritage Nursing, LLC	Highlands of Rogers Dixieland, LLC	1513 S. Dixieland Road Rogers 72758-4935	110 bed SNF
Stone County Nursing and Rehabilitation Center	Mt. V Property Holdings, LLC	Mountain View Nursing, LLC	Highlands of Mountain View SNF, LLC	706 Oak Grove Street Mountain View, AR 72560-8601	97 bed SNF
Stone County Residential Care Facility	Mountain Top Property Holdings, LLC	Mountain Top ALF, LLC	Highlands of Mountain View RCF, LLC	414 Massey Avenue Mountain View, AR 72560-6132	32 bed ALF
West Markham Sub Acute and Rehabilitation Center	Little Rock HC&R Property Holdings, LLC	Little Rock HC&R Nursing, LLC	Highlands of Little Rock West Markham, LLC	5720 West Markham Street Little Rock, AR 72205-3328	154 bed SNF
Woodland Hills Healthcare and Rehabilitation	Woodland Hills HC Property Holdings, LLC	Woodland Hills HC Nursing, LLC	Highlands of Little Rock Riley, LLC	8701 Riley Dr. Little Rock, AR 72205-6509	140 bed SNF
Northridge Healthcare and Rehabilitation	Northridge HC&R Property Holdings, LLC	Northridge HC&R Nursing, LLC	Highlands of Little Rock John Ashley, LLC	2501 John Ashley Dr. North Little Rock, AR 72114-1815	140 bed SNF
Cumberland Health and Rehabilitation Center	APH&R Property Holdings, LLC	APH&R Nursing, LLC	Highlands of Little Rock South Cumberland, LLC	1516 South Cumberland Street Little Rock, AR 72202-5065	120 bed SNF

HNZW//3583-1

(Stone Co. Residential Care)



	Exhibit 99.36

LEASE INDUCEMENT FEE AGREEMENT

THIS LEASE INDUCEMENT FEE AGREEMENT (this “ Agreement ”) is made and entered into as of April 30, 2015 (the “ Effective Date ”), by and between ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (“ AdCare” ) and ARIA HEALTH CONSULTING, LLC, a Delaware limited liability company (“ Aria ”).

WHEREAS , AdCare, either directly or through affiliated entities (collectively, the “AdCare Entities”), owns and operates the assisted living facility and the skilled nursing facilities identified on Exhibit “A” attached hereto (each a “ Facility ” and collectively, the “ Facilities ”); and

WHEREAS , the AdCare Entities have entered into subleases with certain entities affiliated with Aria (collectively, the “ Aria Entities ”) dated as of January 16, 2015, as amended by those certain First Amendments to Sublease Agreements dated February 27, 2015, by those certain Second Amendments to Sublease Agreements dated March 31, 2015, and by those certain Third Amendments to Sublease Agreements dated of even date herewith (as amended, collectively, the “ Subleases ”) pursuant to which the Aria Entities have agreed to sublease the Facilities from the AdCare Entities; and

WHEREAS , as an inducement for the Aria Entities to enter into the Third Amendments to Subleases and to commence operation of the Facilities as of the Lease Commencement Date, AdCare has agreed to pay to Aria a lease inducement fee on the terms and conditions hereinafter set forth.

NOW THEREFORE , in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

1. Capitalized Terms . All capitalized but undefined terms used in this Agreement shall have the meanings ascribed to them in the Subleases.

1. Lease Inducement Fee . Within one (1) business day following the Lease Commencement Date, AdCare shall pay to Aria a lease inducement fee equal to (i) $2,000,000.00 minus (ii) the Security Deposits for all Facilities, (iii) the first month’s Base Rent for all Facilities and (iv) the first month’s Special Rent for all Facilities (hereinafter such net amount is referred to as the “ Lease Inducement Fee ”). The Lease Inducement Fee shall be paid by wire transfer in accordance with wire transfer instructions attached hereto as Exhibit “B” .

2. Severability . Aria and AdCare covenant and agree that the provisions contained herein are reasonable and are not known or believed to be in violation of any federal, state, or local law, rule or regulation. Except as noted below, should any provision of this Agreement be declared or determined by any court of competent jurisdiction to be unenforceable or invalid for any reason, the validity of the remaining terms or provisions of this Agreement will not be affected thereby and the invalid or unenforceable term or provision will be deemed not to be a part of this Agreement. The covenants set forth in this Agreement are to be reformed if held to be unreasonable or unenforceable, in whole or in part, and, as written and as reformed, will be deemed to be part of this Agreement.

3. Assignment . Neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred, in whole or in part, by Aria. Upon a merger or sale of substantially all of the assets or a controlling interest in any or all of AdCare, this Agreement shall remain in full force and effect and be binding against AdCare and its successors-in-interest.

4. Entire Agreement; Modification; Governing Law . This Agreement constitutes the entire understanding of AdCare and Aria regarding the subjects addressed herein, and this Agreement supersedes and replaces all prior oral or written understandings and discussions concerning such subjects. This Agreement can be modified only by a writing signed both by AdCare and Aria. This Agreement will be interpreted in accordance with and governed by the laws of the State of Arkansas without regarding to conflicts of law principles.

5. Non-Waiver . The failure of either party to insist upon or enforce strict performance of any provision of this Agreement or to exercise any rights or remedies hereunder will not be construed as a waiver to assert or rely upon any such provision, right or remedy in that or any other instance.

6. Notices . Any notice or other communication under this Agreement will be in writing, signed by the party making the same, and will be delivered by hand, by overnight delivery service, or sent by certified mail, postage prepaid, addressed as follows: (i) if to AdCare, to Two Buckhead Plaza, 3050 Peachtree Road NW, Suite 355, Atlanta, Georgia 30305 Attn: CEO and (ii) if to Aria, at 2 Office Park Circle, Suite 110, Birmingham, Alabama 35223-2512, Attn: Blaine Brint, CFO. A mailed notice will be deemed given on the date three days after being deposited in the mail with proper postage affixed. Other authorized forms of notice will be deemed given when the notice is actually delivered to the notice address. A notice address may be changed by written notice of the change to the other party.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the Effective Date.



	ADCARE:
	ADCARE HEALTH SYSTEMS, INC,
	a Georgia corporation

	/s/ William McBride
	Name: William McBride
	Title: Manager / CEO

	ARIA
	ARIA HEALTH CONSULTING, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: CEO

EXHIBIT “A”

FACILITIES



Facility Name and Address	Owner	Operator
Homestead Manor Nursing Home 826 North Street Stamps , AR 71860-4522	Homestead Property Holdings, LLC	Homestead Nursing, LLC
Heritage Park Nursing Center 1513 S. Dixieland Road Rogers, AR 72758-4935	Park Heritage Property Holdings, LLC	Park Heritage Nursing, LLC
Stone County Nursing and Rehabilitation Center 706 Oak Grove Street Mountain View, AR 72560-8601	Mt. V Property Holdings, LLC	Mountain View Nursing, LLC
Stone County Residential Care Facility 414 Massey Avenue Mountain View, AR 72560-6132	Mountain Top Property Holdings, LLC	Mountain Top ALF, LLC
West Markham Sub Acute and Rehabilitation Center 5720 West Markham Street Little Rock, AR 72205	Little Rock HC&R Property Holdings, LLC	Little Rock HC&R Nursing, LLC
Woodland Hills Healthcare and Rehabilitation 8701 Riley Dr. Little Rock, AR 72205-6509	Woodland Hills HC Property Holdings, LLC	Woodland Hills HC Nursing, LLC
Northridge Healthcare and Rehabilitation 2501 John Ashley Dr. North Little Rock, AR 72114-1815	Northridge HC&R Property Holdings, LLC	Northridge HC&R Nursing, LLC
Cumberland Health and Rehabilitation Center 1516 South Cumberland Street Little Rock, AR 72202-5065	APH&R Property Holdings, LLC	APH&R Nursing, LLC

EXHIBIT “B”

ARIA’S WIRE INSTRUCTIONS

HNZW//3583-1



	Exhibit 99.37

SUBLEASE TERMINATION AGREEMENT

THIS SUBLEASE TERMINATION AGREEMENT (this “ Agreement ” ) is made as of the 30th day of April, 2015 (“ Effective Date ”) by and among VALLEY RIVER PROPERTY HOLDINGS, LLC , a Georgia limited liability company (“ Prime Landlord ”), VALLEY RIVER NURSING, LLC , a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF FORT SMITH, LLC , a Delaware limited liability company (“ Tenant ”) .

WITNESSETH:

WHEREAS , Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of January 16, 2015 as amended by that certain First Amendment to Sublease Agreement dated February 27, 2015 and by that certain Second Amendment to Sublease Agreement dated March 31, 2015 (as amended, the “ Lease ”). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease; and

WHEREAS , Prime Landlord, Landlord and Tenant desire to terminate the Lease in accordance with the terms of this Agreement.

NOW, THEREFORE , in consideration of the covenants, promises, undertakings, and releases herein, the receipt, adequacy, and sufficiency of such consideration being expressly acknowledged, Landlord and Tenant hereby agree as follows:

1. The foregoing recital of facts is hereby made a part of this Agreement to the same extent as if fully set forth herein.

2. The Lease shall terminate, without further action or notice, on the Effective Date at midnight. Each party’s duties and obligations to the other under the Lease shall terminate as of midnight on the Effective Date.

3. Mutual Release .

(a) Prime Landlord and Landlord for each of itself and on behalf of its respective affiliates, partners, members, shareholders, officers, directors, heirs, successors, representatives, executors, and assigns, and each of them (collectively, the “ Landlord Releasing Parties ”), does hereby absolutely, fully, and forever, release, relieve, waive, relinquish, and discharge each of Tenant and each of its affiliates, members, managers, partners, shareholders, officers, directors, attorneys, heirs, successors, representatives, executors, and assigns, and each of them, of and from any and all manner of action or actions, cause or causes of action, claims, suits, debts, liabilities, demands, obligations, costs, expenses, sums of money, controversies, damages, accounts, reckonings, and/or liens of every kind or nature whatsoever, at law or in equity (collectively, “ Claims ”), whether known or unknown, accrued or unaccrued, suspected or unsuspected, which they shall or may have, own, or hold, by reason of, arising out of or in connection with, or relating to the Lease.

(b) Tenant for each of itself and on behalf of its respective affiliates, partners, members, shareholders, officers, directors, heirs, successors, representatives, executors, and assigns, and each of them (collectively, the “ Tenant Releasing Parties ”), does hereby absolutely, fully, and forever, release, relieve, waive, relinquish, and discharge each of Prime Landlord and Landlord and each of its respective affiliates, members, managers, partners, shareholders, officers, directors, attorneys, heirs, successors, representatives, executors, and assigns, and each of them, of and from any and all Claims, whether known or unknown, accrued or unaccrued, suspected or unsuspected, which they shall or may have, own, or hold, by reason of, arising out of or in connection with, or relating to the Lease.

(c) Each of the Landlord Releasing Parties and the Tenant Releasing Parties acknowledge that effective as of the Effective Date, each of the releases given herein shall be effective as a full and final accord and satisfaction and settlement of, and as a bar to, each and every claim, suit, demand, damage, debt, account, cost, expense, lien, action, and cause of action which the releasing party has, may have in the future, or has had against each party so released. In connection with such waiver and relinquishment, each of the Landlord Releasing Parties and the Tenant Releasing Parties acknowledge that they are aware that their attorneys may hereafter discover facts different from or in addition to the facts which their attorneys now know or believe to be true with respect to the Claims being released by such parties under this Section 3, but that it is their intention by the releases given herein to fully, finally, absolutely, and forever settle any and all claims, disputes, and differences which do now exist, may exist, or heretofore have existed with each party so released, and that in furtherance of such intention each of the releases herein given shall be and remain in effect as full and complete general releases notwithstanding the discovery of any such different or additional facts.

4. This Agreement shall be governed by and interpreted under the laws of the State of Arkansas.

5. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

{Signatures on Following Page}

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.



	PRIME LANDLORD:
	VALLEY RIVER PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	VALLEY RIVER NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF FORT SMITH, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

HNZW/510159_2.doc/3583-1

(River Valley)



	Exhibit 99.38

SUBLEASE TERMINATION AGREEMENT

THIS SUBLEASE TERMINATION AGREEMENT (this “ Agreement ” ) is made as of the 30th day of April, 2015 (“ Effective Date ”) by and among BENTON PROPERTY HOLDINGS, LLC , a Georgia limited liability company (“ Prime Landlord ”), BENTON NURSING, LLC , a Georgia limited liability company (“ Landlord ”) and HIGHLANDS OF BENTONVILLE, LLC , a Delaware limited liability company (“ Tenant ”) .

WITNESSETH:

WHEREAS , Prime Landlord, Landlord and Tenant desire to terminate the Lease in accordance with the terms of this Agreement.

1. The foregoing recital of facts is hereby made a part of this Agreement to the same extent as if fully set forth herein.

3. Mutual Release .

4. This Agreement shall be governed by and interpreted under the laws of the State of Arkansas.

5. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

{Signatures on Following Page}

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.



	PRIME LANDLORD:
	BENTON PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	LANDLORD:
	BENTON NURSING, LLC
	a Georgia limited liability company

	/s/ William McBride
	Name: William McBride
	Title: Manager

	TENANT:
	HIGHLANDS OF BENTONVILLE, LLC
	a Delaware limited liability company

	/s/ R. Denny Barnett
	Name: R. Denny Barnett
	Title: Chief Manager

HNZW/510161_2.doc/3583-1

(Bentonville)