SECOND AMENDMENT TO LEASE

This Second Amendment to Lease (this " Amendment ") is made and entered into as of August 14, 2015 (the "Effective Date") by and between WILLIAM M. FOSTER, an individual residing in Twiggs County, GA ("Lessor") and ADK GEORGIA, LLC , a Georgia limited liability company ("Lessee") with regard to the foregoing.

WITNESSETH:

A. Lessor and Lessee are parties to that certain Lease Agreement dated August 1, 2010, a copy of which is attached hereto as Exhibit A, as amended by that First Amendment to Lease dated August 31, 2010 (the " Lease ").

B.      Lessor and Lessee have agreed to amend the Lease to provide for Lessee to make additional payments to Lessor and assume other responsibilities under the Lease in consideration for Lessor's agreement to extend the Lease term and make other concessions to Lessee as provided herein.

NOW, THEREFORE , for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree that the Lease shall be amended as set forth below. Capitalized terms not otherwise defined herein shall have the same meanings assigned to such terms in the Lease.

1. LEASE EXTENSION. The Lease Term shall be extended to a seventeen (17) year term which expires on August 31, 2027. Section 1(b)(i) and Section 3 of the Lease shall be considered revised accordingly to confirm the Lease term is 17 years and the Lease expiration date is August 31, 2027.

2. PAYMENTS TO LESSOR . In consideration for the Lease extension and the other terms and concessions made herein, Lessee agrees as follows:.

2.1.      INITIAL PAYMENT. Within five (5) days of the Effective Date, Lessee shall remit Five Hundred Seventy Five Thousand Dollars ($575,000) to Lessor.

2.2.      PREPAID RENT. Upon the earlier of January 1, 2016, or termination of the Lease, Lessee shall release to Lessor one (1) month of the two months' prepaid advance rent that Lessee has paid under the Lease. Therefore, Lessee shall not be required to pay rent for just the last month of the Lease Term and Section 1(d) of the Lease shall be considered amended accordingly.

2.3.      SECURITY DEPOSIT . Upon the earlier of January 1, 2017, or the termination of the Lease, the security deposits that Lessee has on deposit with Lessor pursuant to Section 1(c) of the Lease, which Lessor would otherwise be required to refund to Lessor, shall be released to Lessor and Lessor shall have no obligation to refund such deposits to Lessee. In no event shall Lessee be required to replenish any such released security deposits.

2.4.      QUARTERLY PAYMENTS. As of the Effective Date, Lessee shall begin paying Lessor quarterly payments of Twenty Six Thousand Dollars ($26,000) each quarter (the "Quarterly Payments") (in addition to base rent) which amount shall remain fixed throughout the Term. The Quarterly Payments shall be paid within ten days of the end of each quarter and be prorated for any partial periods.

Other than these payments or released funds, no other amounts are due and payable by Lessee to Lessor in connection with this Amendment or are currently due and outstanding under the Lease.

3. SUBLEASES. Lessor hereby consents to and approves of the subleases set forth on Exhibit B attached hereto (the "Subleases") with the subtenants (collectively, the "Subtenants") referenced in the Subleases. Lessee shall ensure that all Subtenants comply with all terms of the Lease including the obligation to provide Financial Statements as provided in Section 28 of the Lease. Lessee shall obtain Lessor's consent to any future subleases of any Facility which consent shall not be unreasonably withheld, conditioned or delayed.

 

4. CURE PERIOD FOR TAX PAYMENTS . Lessee shall have a period of fifteen (15) days from its receipt of written notice of default from Lessor to cure any default asserting that Lessee did not timely pay any taxes or any other amounts due to Lessor under the Lease (except base rent which Lessee must pay in accordance with Section 1(b)(ii) of the Lease without a cure period). Sections 1(b)(iv) and 15(a) of the Lease are amended accordingly. In the event that any notice or invoice for taxes, assessments or other amounts due for any of the Facilities is sent by the taxing authority directly to Lessor and not to Lessee or any Subtenant, Lessor shall forward the notice or invoice to Lessee at least 30 days prior to the due date.

5. REPAIR, MAINTENANCE AND REPLACEMENT. Lessee shall be solely responsible for the cost of maintaining the Facilities in good condition and repair in accordance with the standards for other commercial care facilities in the areas in which the Facilities are located. In addition, Lessee shall be solely responsible for the cost to repair and replace all structural or capital items at any of the Facilities that require replacement due to ordinary wear and tear and Lessor shall have no financial responsibility for such items. Section 2 of the Lease is amended accordingly.

5.1.      LESSEE OBLIGATIONS . Lessor shall provide written notice to Lessee of any items at any Facility which Lessor believes Lessee needs to repair or replace to properly maintain the Facilities in good condition and repair. Within 60 days of receipt thereof, Lessee shall either (i) commence work to repair or replace such item as Lessor requested, or (ii) provideLessor with a plan to address Lessor's concern, which may include provisions to repair and continue to maintain the item to extend the useful life thereof, provided such plan is commercially reasonable or appropriate under the circumstances.

5.2.      POWDER SPRINGS ROOF. With regard to the Powder Springs Facility, Lessor acknowledges that the Sublease for such Facility requires the Subtenant to install a new roof within eighteen (18) months of the Sublease date and Lessor hereby agrees that such replacement schedule is acceptable. Notwithstanding the above, Lessee shall be responsible for installing the new roof if Subtenant fails to do so. Further, Lessee, by itself or through its Subtenant, shall ensure that until a new roof is installed that the current roof is properly maintained and that the condition of the roof does not impair patient care, patient life or safety, or facility licensing or operations.

6. LEASE GUARANTY. Within five (5) days of the Effective Date, Lessee shall cause its corporate parent to execute and deliver the corporate guaranty from AdCare Health Systems, Inc., a Georgia corporation, a form of which is attached hereto as Exhibit C.

7. NON-DISTURBANCE AND ATTORNMENT AGREEMENTS. Lessor shall submit a Non-Disturbance and Attornment Agreement (the "NDA"), in a form reasonably acceptable to Lessee, to all lenders which have a mortgage or lien on any of the Facilities and cause such lenders to execute and return

the NDA to Lessee. Lessor shall be entitled to refinance any of the Facilities and in any such case shall substitute NDAs with the new lender or lenders in a form reasonably acceptable to Lessee and such lenders.

8. LESSOR REPRESENTATIONS. Lessor represents and warrants that Lessee has fully and completely resolved all issues that were referenced in Lessor's Notice of Default to Lessee dated May 15, 2015. In addition, to the knowledge of Lessor, Lessee is not in default of any of its obligations under the Lease, and no event has occurred which, with notice or the passage of time, would constitute a default under the Lease.

9.1.      LESSEE . Lessee is an indirect wholly owned subsidiary of AdCare Health Systems, Inc., the guarantor of this Lease ("Guarantor'), and any provision in the Lease which requires Lessee to obtain Lessor's prior written consent to a change in beneficial ownership shall not apply to or restrict Guarantor in any manner.

9.2.      LESSOR. Lessor shall have the right to assign this Lease to an entity which Lessor owns or controls for estate planning purposes provided that such entity owns the Facilities and expressly assumes all of the obligations, liabilities and responsibilities of Lessor hereunder.

10. SECTION DELETED AND AMENDED .

10.1 Section 30 of the Lease is no longer applicable or necessary and is deleted in its entirety.

10.2 Section 6(a) is hereby amended to add the following sentence at the end of said paragraph: “Lessee’s right of first refusal shall not survive the end of the Lease Term.”

10.3 Section 6(c) is hereby amended to add the following phrase at the end of the last sentence of said paragraph: “but shall not survive the end of the Lease Term.”

11. NEWLY CONSTRUCTED FACILITY. Lessor shall have the right to replace a leased facility with a newly constructed facility within the same county provided that (i) Lessor pays all costs and expense associated therewith including any cost or expense that Lessee or any Subtenant may incur as a result thereof (ii) Lessor indemnifies and holds Lessee and any Subtenant harmless against any liability, cost or expense either may incur in connection therewith, (iii) the Subtenant affected by the facility replacement consents to the change and proposed new rent it will be required to pay after the move (in no event shall Lessor lease the new replacement facility directly to any of Lessee's Subtenants during the term of this Lease), and (iv) the change does not result in any diminution or impairment of the amount of excess rent (the amount of rent paid by the Subtenant which is in excess of the rent payable to Lessor under the Lease for the facility) that Lessee receives or reasonably could expect to receive from the Subtenant for the facility. Subject to the foregoing, Lessee and Lessor shall negotiate in good faith on an adjustment of the lease rate applicable to the facility to an appropriate market rate considering the number of beds, costs of construction, reimbursement rates, and other relevant factors related to the new facility.

12. OTHER TERMS STILL IN EFFECT . All other terms and conditions of the Lease not expressly modified or amended herein shall remain in full force and effect. To the extent that any of the provisions of this Amendment conflict with or are inconsistent with the provisions of the Lease, the provisions of this Amendment shall control.

IN WITNESS WHEREOF , there undersigned have executed this Amendment and caused it to be effective as of the date and year first written above.

EXHIBIT A

LEASE

EXHIBIT B

SUBLEASES

Sub-Sublease Agreement dated December 1, 2012 between Jeff Co. Nursing, LLC and Jefferson Healthcare & Rehab, LLC.

Sub-Sublease Agreement dated June 30, 2013 between Tybee NH, LLC and Oceanside Healthcare & Rehab, LLC.

Sub-Sublease Agreement dated June 30, 2013 between Tybee NH, LLC and Savannah Beach Healthcare & Rehab, LLC.

EXHIBIT C

LEASE GUARANTY

LEASE GUARANTY

THIS LEASE GUARANTY (the " Guaranty ") constitutes an integral part of that certain "Lease Agreement" described below and is made by ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (" Guarantor "), for the benefit of WILLIAM M. FOSTER (" Foster " or " Lessor "), and the assignees and successors of Lessor.

RECITALS :

A.    Guarantor is the parent company of ADK, Georgia, LLC, a Georgia limited liability Company ("Lessee"). Lessee is a party to a Lease Agreement with Lessor dated August 1, 2010, as amended (the "Lease"). Concurrent with the execution of this Guaranty, Lessee and Lessor are amending the Lease (the "Second Amendment").

 

B.      In connection with the Second Amendment, Guarantor has agreed to guarantee the obligations of Lessee under the Lease in accordance with the terms and conditions set forth herein.

GUARANTY :

FOR VALUABLE CONSIDERATION , Guarantor, intending to be legally bound, hereby agrees as follows:

1. GUARANTEE OF PERFORMANCE . Guarantor hereby unconditionally guarantees to Lessor the full, punctual, and faithful performance by Lessee, its successors or assigns, of all of the obligations of the Lessee under the Lease, including without limitation the obligation to pay all rent and all other charges and obligations required to be paid and performed by Lessee under the terms of said Lease. In the event of Lessee's failure, or the failure of its successors or assigns, if any, to pay said sums or to render any other performance required of Lessee, when due, Guarantor forthwith shall pay all amounts that may be due and forthwith shall perform all of the provisions of said Lease, and shall pay all damages that may result from the nonperformance thereof by Lessee, its successors or assigns.

2. PRIMARY LIABILITY . Guarantor further agrees that the liability of Guarantor under this Guaranty shall be primary, and that in any right of action which may accrue to Lessor, its successors or assigns under the Lease or this Guaranty, Lessor and its successors or assigns at their option may proceed directly against Guarantor without having taken or commenced any action or obtained any judgment against Lessee and without applying any payments or other property of Lessee or any other person held as collateral security for the performance of the obligations of Lessee under the Lease or otherwise to the discharge of the obligations of the Lessee under the Lease provided that Guarantor shall have all defenses to such claims as Lessee.

3. MODIFICATIONS TO LEASE . Guarantor agrees that the Lease may be altered, expanded or extended by an agreement between the Lessor and the Lessee, including amendments extending the term of the Lease or increasing the amount of rent or other charges payable under the Lease, and that this Guaranty shall continue in full force and effect following and with respect to any such alteration, expansion or extension.

4. GUARANTOR'S REPRESENTATIONS AND WARRANTIES . Guarantor warrants and represents to Lessor that: (a) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (b) this Guaranty is executed at Lessee's request and not at the request of Lessor; (c) Lessor has made no representation to the undersigned as to the credit-worthiness of Lessee; and (d) Guarantor has established adequate means of obtaining from Lessee on a continuing basis information regarding Lessee's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lessor shall have no obligation to disclose to Guarantor any information or documents acquired by Lessor in the course of its relationship with Lessee.

5. GUARANTOR'S WAIVERS

5.1      WAIVERS . Guarantor waives any right to require Lessor to: (a) make any presentment, protest, demand, or notice of any kind, including notice of change of any of the terms of payment of rent or other amounts owing under the Lease, default by Lessee or any other guarantor or surety, any action or nonaction taken by Lessee, Lessor, or any other surety of Lessee; (b) proceed against any person, including Lessee, before proceeding against Guarantor; (c) proceed against any collateral for the payment of amounts owing under the Lease, including collateral pledged by the Lessee, before proceeding against Guarantor; (d) apply any payments or proceeds received against amounts due or becoming due under the Lease in any order; (e) give notice of the terms, time, and place of any sale of any collateral held by Lessor pursuant to the Uniform Commercial Code or any other law governing such sale; or (f) pursue any remedy or course of action in Lessor's power whatsoever.

5.2      GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS . Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

6. DISCHARGE OF OBLIGATION . Neither the obligation of Guarantor to make payments owing under the Lease in accordance with the terms of this Guaranty, nor any remedy for the enforcement thereof, shall be impaired, modified, changed, released, or limited in any manner whatsoever by any impairment, modification, change, release, or limitation of the liability of Lessee, or its estate in bankruptcy, or otherwise, or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the Federal Bankruptcy Code or any other statute, or from the decision of any Court. The liability of the undersigned under this Guaranty shall not be terminated by the death of the undersigned or any of them, and all obligations of Lessee under the Lease but becoming due thereafter or due but unpaid at the death of the undersigned or any other guarantor, shall survive and become payable by the estates of Guarantor.

7. SURVIVAL OF OBLIGATION . This Guaranty will continue to be in full force and effect even if Lessee assigns its obligations under the Lease, or subleases the Premises, to any successor, assignee, or sublessee, whether or not the undersigned is given notice of or consents to any such assignment or sublease.

8. MISCELLANEOUS

8.1      NOTICES . All notices, requests, demands or other communications permitted or required under this Agreement shall be effective only if in writing, and shall be deemed to have been delivered and received (a) when personally delivered; (b) on the third business day after the date on which mailed by certified or registered mail, return receipt requested; (c) on the date on which transmitted by facsimile or other electronic means generating a receipt evidencing a successful transmission; or (d) on the next business day after the date on which deposited with a regulated public carrier (e. g ., Federal Express) designating overnight delivery service with a return receipt requested or equivalent thereof administered by such regulated public carrier, freight prepaid, and addressed in a sealed envelope to the party for whom intended at the address set forth on the signature page of this Agreement, or such other address or facsimile number, notice of which is given in a manner permitted by this Section .

8.2      BINDING EFFECT . This Guaranty shall bind the undersigned, and its successors and assigns.

8.3      JOINT AND SEVERAL OBLIGATIONS . The obligations of "Guarantor" hereunder are the joint and several obligation of each and every party executing this Guaranty as a Guarantor.

8.4      ATTORNEYS' FEES . If any action at law or in equity is commenced to construe or enforce the terms of this Guaranty or the rights and duties created hereunder, then the party prevailing in that action shall be entitled to recover its costs and fees therein, all costs and fees of any appeal thereof, and all costs and fees of any action to enforce any such judgment rendered therein.

8.5      GOVERNING LAW . The undersigned agrees that this Guaranty is made and executed under and shall be construed in accordance with the laws of the State of Georgia.

8.6      COUNTERPARTS . This Guaranty may be executed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same original, binding on each signatory thereto.

8.7      BINDING EFFECT; AMENDMENTS . This Guaranty (a) represents the entire agreement of the parties regarding the subject matter hereof, and supersedes all prior and contemporaneous understandings regarding such subject matter, whether oral or written; and (b) may not be modified or amended, except by a written instrument executed by all of the parties after the effective date of this Guaranty.

8.8      EFFECTIVE DATE . The effective date of this Guaranty shall be the "Effective Date," as such term is defined in the Second Amendment.

IN WITNESS WHEREOF , the undersigned Guarantor has executed this Lease Guaranty on the date set forth below.