Exhibit 10.1

MANAGEMENT SERVICES AGREEMENT

by and between

JERRY ERWIN ASSOCIATES, INC. (d/b/a JEA SENIOR LIVING)

(Management Company)

and

CHP LEGACY RANCH TX TENANT CORP.

(Tenant)

Legacy Ranch

4800 Briarwood Avenue

Midland, TX 79707

March 28, 2013

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MANAGEMENT SERVICES AGREEMENT

THIS MANAGEMENT SERVICES AGREEMENT , is made as of the 28th day of March, 2014 (the “ Effective Date ”) by and between CHP LEGACY RANCH TX TENANT CORP ., a Delaware corporation (“ Tenant ”), and JERRY ERWIN ASSOCIATES, INC. (d/b/a JEA SENIOR LIVING) (hereinafter “ Management Company ”).

WITNESSETH:

WHEREAS , Landlord is the owner of that certain assisted living and Alzheimer’s Care facility known as “Legacy Ranch” located at 4800 Briarwood Road, Midland, Texas 79707 (the “ Facility ”) and all of the furniture, furnishings, equipment and other personal property located at the Facility; and

WHEREAS , Tenant and Landlord have entered into a lease agreement with respect to the Facility; and

WHEREAS , Tenant wishes to engage Management Company, and Management Company wishes to provide certain services to Tenant during the term of this Agreement, relating to the management of the Facility, on the terms and conditions set forth herein.

NOW, THEREFORE , the parties hereto, intending to be legally bound, in consideration of the mutual provisions and covenants herein contained, agree as follows:

ARTICLE 1.

1.1 Definitions . The following terms shall have the meanings set forth below when capitalized herein:

“ Adjusted NOI ” means an amount equal to NOI less the FF&E Reserve Payment.

“ Administrator ” means such individual employed by Management Company, at the expense of the Facility as an Operating Expense. The Administrator will be under the direct supervision of the Management Company, who is responsible for the daily management of the Facility.

“ Affiliate ” means the following meaning: two entities are “Affiliates” if

(a) one of the entities is a Subsidiary of the other entity;

(b) both of the entities are Subsidiaries of the same entity; or

(c) both of the entities are Controlled by the same Person.

“ Affiliated Agreements ” means those certain Management Services Agreements by and between Manager and certain Affiliates of Tenant dated of even date herewith and more particularly described on Schedule 1.1 attached hereto and by this reference made a part hereof.

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“ Agreement ” means this Management Services Agreement, together with any amendments hereto entered into by the parties from time to time.

“ Budget ” shall have the meaning set forth in Section 2.5 .

“ Business Day ” means any day other than a Saturday, Sunday or legal holiday in the State of Texas.

“ Capital Expenditures ” means certain expenses for renovations, replacements, maintenance, alterations, improvements or renewals to the Facility that are typically classified as capital expenditures in accordance with GAAP; provided however, the parties acknowledge and agree that unit turnover costs shall not be deemed to be Capital Expenditures.

“ Control ” means:

(a) the right to exercise, directly or indirectly, a majority of the votes which may be voted at a meeting of (i) the shareholders of the corporation, in the case of a corporation, (ii) the shareholders of the general partner, in the case of a limited partnership, or (iii) the equity holders or other voting participants of a Person that is not a corporation or limited partnership; or

(b) the right to elect or appoint, directly or indirectly, a majority of (i) the directors of the corporation, in the case of a corporation, (ii) the directors of the general partner, in the case of a limited partnership, or (iii) a majority of the Persons who have the right to manage or supervise the management of the affairs and business of a Person that is not a corporation or limited partnership,

(c) and “Controlled” has a corresponding meaning.

“ Effective Date ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Emergency and Evacuation Procedures ” shall have the meaning set forth in Section 2.4 .

“ Existing Manager Facilities ” means Hudson Creek Alzheimer’s Special Care Center located at 2850 Coppercrest Drive in Bryan, Texas and Cedar Ridge Alzheimer’s Special Care Center located at 2100 S. Lakeline Boulevard in Cedar Park, Texas.

“ Facility ” shall have the meaning set forth in the recitals.

“ Facility Mortgage ” means any mortgage or deed of trust secured by the Facility.

“ Facility Operational Materials ” shall have the meaning set forth in Section 2.13 .

“ Fiscal Year ” means each calendar year during the Term. The period from the Effective Date through December 31, 2014 shall be the first Fiscal Year.

“ Fixed Asset Supplies ” means supply items necessary for the operation of the Facility.

“ FF&E Reserve ” shall have the meaning set forth in Section 2.7 .

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“ FF&E Reserve Payment ” means the amount equal to $500 multiplied by the total number of rental units on an annual basis (but prorated for any partial Fiscal Year during the Term), and increasing on each Increase Date by three percent (3%) over the FF&E Reserve Payment for the prior year, and as may be further adjusted by Tenant and Management Company in connection with the required amounts set forth in the approved Budget pursuant to the terms of Section 2.5 .

“ GAAP ” means generally accepted accounting principles in the United States.

“ HIPAA ” shall have the meaning set forth in Section 8.12 .

“ Increase Date ” means January 1 ^st of each Fiscal Year, with the first Increase Date being January 1, 2015.

“ Inventories ” means inventories as defined by GAAP and provisions in storerooms, medical supplies, other merchandise intended for sale, mechanical supplies, stationery and other expenses, supplies and similar items.

“ Landlord ” shall have the meaning set forth in the recitals.

“ Legal Requirements ” means any (i) law, code, rule, ordinance or regulation applicable to Tenant, Management Company and/or the Facility or the operation thereof; (ii) any order of any governmental authority having jurisdiction over Tenant, Management Company and/or the Facility or the operation thereof; and (iii) any law, code, rule, regulation, bulletin, decision, ruling or opinion applicable to reimbursement by Medicare, Medicaid or any other governmental healthcare program for services or items rendered by the Facility.

“ Licenses ” shall have the meaning set forth in Section 2.2 .

“ Management Company ” shall have the meaning set forth in the recitals.

“ Management Company Default ” shall have the meaning set forth in Section 7.1 .

“ Management Company Expenses ” shall mean those expenses that, unless otherwise approved as a part of the Budget, or otherwise approved by Tenant, shall be paid by Management Company without reimbursement by Tenant:

(i) any expenses for Management Company’s corporate office physical plant, equipment or supplies;

(ii) any overhead expense of Management Company incurred in its general offices or salaries of any non-Facility specific executive personnel of Management Company, but excluding Management Company personnel allocated to initiatives for the Facility such as additional marketing or special capital projects as contained in the Budget or approved in writing by the Tenant;

(iii) salaries, wages, and expenses allocable to any personnel for activities with regard to providing in-house accounting services;

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(iv) any salaries, wages, and expenses for any corporate office personnel located at the Facility;

(v) any computer time, equipment, payroll processing service or other expense used or incurred in processing payroll as such expense relates to non-Facility specific Management Company personnel employed by the Management Company, the books and records of the Facility or in preparing any statements or reports (other than the annual audits, tax returns and/or specialized reports required by outside agencies). Payroll processing charges relating to Management Company personnel who are employed at the Facility will be the responsibility of the Tenant.

“ Management Company Losses ” shall have the meaning set forth in Section 8.1 .

“ Management Fee ” shall have the meaning set forth in Section 3.1 .

“ Mortgagee ” means the holder of any Facility Mortgage.

“ NOI ” means Revenues less Operating Expenses.

“ Operating Account ” shall have the meaning set forth in Section 2.7(a) .

“ Operating Expenses ” means any or all, as the context requires, of the following: (i) all costs and expenses incurred in connection with the operation, management and maintenance of the Facility, including, without limitation, all administrative, financial reporting, and general expenses, expenses relating to employment of employees at the Facility (“at cost” with no additional fee or mark-up including salaries, payroll taxes, benefits, cost of payroll, etc); (ii) advertising and business promotion expenses; (iv) Management Fees; (v) the cost of Inventories and Fixed Asset Supplies consumed in the operation of the Facility; (vi) costs and expenses for preparation of claims and billing submissions and collection of Receivables and other monies; (vii) insurance costs; (viii) all real property and personal property taxes and assessments; (ix) those costs and expenses that are expressly identified as Operating Expenses in this Agreement; (x) budgeted costs related to accounting software fees and Management Company’s server utilization fees; (xi) costs incurred to prepare a unit for an incoming resident; (xiii) costs of maintenance and repairs not included in Capital Expenditures; (xiv) food; (xv) cost of compliance with Legal Requirements; (xvi) expenses related to the provision of services including, except to the extent billed directly to the Resident, home health services; and (xvii) any other non-capital costs and expenses incurred in connection with the operation of the Facility or as are specifically provided for elsewhere in this Agreement. Operating Expenses shall not include any Management Company Expenses or deductions for interest for property debt service, or depreciation or amortization, income, taxes, franchise taxes or similar taxes, or rent payable from Tenant to Landlord pursuant to the lease for the Facility, or costs relating to the Landlord’s or Tenant’s ownership structure (all of which shall be paid directly by Landlord or Tenant, as the case may be).

“ Performance Threshold ” means, for the first Fiscal Year (or partial Fiscal Year), Three Hundred Ten Thousand and No/100 Dollars ($310,000.00) (which amount shall be prorated for any partial Fiscal Year); commencing in the second Fiscal Year and continuing for the remainder

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of the Term, for the applicable Fiscal Year an amount equal to eighty-five percent (85%) of the anticipated Net Operating Income set forth in the Approved Operating Budget for such Fiscal Year.

“ Person ” means any natural person, firm, corporation, general or limited partnership, limited liability company, association, joint venture, trust, estate, Governmental Authority or other legal entity, in each case whether in its own or a representative capacity.

“ Purchase and Sale Agreement ” shall have the meaning set forth in the recitals.

“ Receivables ” shall mean all billed and unbilled accounts receivable, trade receivables, work in progress, notes receivable and other receivables arising out of or related to the Facility.

“ Revenues ” means, for the applicable period of time, but without duplication, all gross revenues and receipts of every kind derived by or for the benefit of Tenant, Management Company or their affiliates from operating or causing the operation of the Facility and all departments and parts thereof, determined in accordance with GAAP for each accounting period (with the exception of any pass-through fees), including, but not limited to: income from both cash and credit transactions (after reasonable deductions for rent concessions or rebates given, paid or returned in ordinary course of obtaining Revenues, bad debt allowance, discounts for prompt or cash payments, refunds and credit card payment fees) from rental or subleasing of every kind; community fees; monthly occupancy fees; healthcare fees and ancillary service fees received pursuant to various agreements with residents of the Facility; license, lease and concession fees and rentals, off premises catering, if any, and parking; income from vending machines; proceeds, if any, from business interruption (but only to the extent it reimburses Tenant for lost income and not for additional or other expenses) or other loss of income insurance; club membership fees; income from food and beverage and catering sales; wholesale and retail sales of merchandise (other than proceeds from the sale of furnishings, fixtures and equipment no longer necessary to the operation of the Facility); and service charges, to the extent not distributed to Facility employees as gratuities; all determined in accordance with GAAP; provided, however, that Revenues shall not include the following: (i) management fees or reimbursements paid by Tenant to Management Company pursuant to this Agreement; (ii) gross receipts of revenue generated by lessees, sublessees, licensees or concessionaires and not paid to Tenant, Management Company or their affiliates; (iii) gratuities to Facility employees; (iv) federal, state or municipal excise, sales, occupancy, use or similar taxes collected directly from residents or guests of the Facility or included as part of the sales price of any goods or services; (v) proceeds of any insurance policy (except for loss of income insurance as provided above) or condemnation or other taking; (vi) any proceeds from any sale of the Facility or any other capital transaction; (vii) proceeds of any financing or refinancing of any debt encumbering the Facility or any portion thereof; (viii); proceeds from the disposition of furnishings, fixtures and equipment or any capital asset no longer necessary for the operation of the Facility; (ix) interest received or accrued with respect to amounts deposited in any operating or reserve accounts of the Facility; (x) security deposits until such time as the same are applied to current fees due for services rendered for the Facility; (xi) awards of damages, settlement proceeds and other payments received by Tenant in respect of any litigation other than litigation to collect fees due for services rendered from the Facility or otherwise compensating Tenant or Landlord for lost revenue; and (xii) payments under any policy of title insurance. Any community fees or deposits or other amounts that are refunded to a resident shall be credited against Revenues during the month in which such refunds are made, if previously included in Revenues.

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“ Subsidiary ” means, in respect of any Person:

(a) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect the majority of the board of directors of such corporation is at the time directly or indirectly owned by (i) such Person, (ii) such Person and one or more subsidiaries of such Person, or (iii) one or more subsidiaries of such Person; or

(b) any limited or general partnership, joint venture, limited liability company or other entity as to which (i) such Person, (ii) such Person and one or more of its subsidiaries, or (iii) one or more subsidiaries of such Person owns, more than a 50% ownership, equity or similar interest or has power to direct or cause the direction of management and policies, or the power to elect the general partner or managing partner (or equivalent thereof), of such limited or general partnership, joint venture, limited liability company or other entity, as the case may be.

“ Tenant ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Tenant Default ” shall have the meaning set forth in Section 7.2 .

“ Tenant Losses ” shall have the meaning set forth in Section 8.2 .

“ Term ” shall have the meaning set forth in Section 2.1 .

1.2 Recitals . The recitals set forth above are hereby incorporated as if set forth herein in their entirety.

ARTICLE 2.

OPERATING TERMS AND APPOINTMENT AND EMPLOYMENT OF MANAGEMENT COMPANY AS AGENT AND GENERAL MANAGEMENT COMPANY OF THE FACILITY

2.1 Term . The term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years thereafter subject to earlier termination as set forth in Article 7 hereof (the “ Term ”).

2.2 Employment of Management Company . Tenant hereby appoints Management Company as the sole and exclusive manager of the Facility and subject to Tenant’s ultimate responsibilities as the holder of the Licenses (as defined below) and in accordance with all Legal Requirements, Management Company agrees to act as the manager of the Facility. In connection therewith, Management Company shall supervise, direct and control the day to day business activities and management of the Facility and all phases of its management in the name of and on behalf of Tenant upon the terms and conditions hereinafter stated. Management Company shall be responsible for managing the Facility in a professional, competent and business-like manner, in material compliance with all Legal Requirements and the terms and provisions of this Agreement. Management Company shall, subject to compliance of Tenant with its obligations

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hereunder, do all things as may be reasonably required to maintain and preserve all necessary licenses, permits, authorizations, certifications and approvals to operate the Facility so as to comply with all applicable Legal Requirements (collectively, the “ Licenses ”); provided, however, and notwithstanding any other provisions of this Agreement to the contrary, Management Company shall not be required to expend its own funds in performing any of its obligations herein other than general company matters of Management Company that would be a cost of doing business of Management Company even if this Agreement did not exist (such as maintaining its corporate status in Washington, etc.) Except as provided for herein, Management Company makes no warranties, express or implied, and shall not assume any financial or other responsibilities in connection with its obligations hereunder and shall not be obligated to contribute its own funds in connection with the management of the Facility.

2.3 Retention of Legal Ownership by Tenant . Tenant shall at all times continue to exercise legal ownership and control over the assets and operations of the Facility, and Management Company shall perform its responsibilities as described in this Agreement as agent to Tenant in accordance with written policies and directives adopted by Tenant. By entering into this Agreement, Tenant does not delegate to Management Company any of the powers, duties, and responsibilities vested in the Tenant by Legal Requirements, or by its Articles of Organization or Operating Agreement. Management Company will propose written policies and directives from time to time for adoption by the Tenant. Tenant, may, according to the terms of this Agreement (i) direct Management Company to implement existing policies and procedures at the Facility as approved by Management Company, (ii) consent to the adoption of policies and procedures at the Facility recommended by Management Company, or (iii) adopt as the policies and procedures of the Facility the Tenant’s own proposals as approved by Management Company, subject to any limitations stated herein. Whenever this Agreement calls for the approval of Tenant, such approval shall be expressed in writing, which may be by email, and executed by a duly authorized officer of Tenant. In the absence of any requirement for Tenant consent, then Management Company shall be entitled, to the extent permitted by Legal Requirements, to rely upon its business judgment, consistent with the terms of this Agreement and the Budget, and act accordingly as agent for the Tenant. Notwithstanding anything herein to the contrary, Tenant shall have all the requisite power and authority to operate the Facility as required by Legal Requirements.

2.4 Management Services to be Provided by Management Company . During the Term, Management Company shall, as agent and on behalf of Tenant, manage all aspects of the day-to-day operation of the Facility. Management Company shall act in good faith and use its best reasonable efforts to perform its obligations hereunder. In connection therewith, to the extent permitted by Legal Requirements and in accordance with the Budget, Management Company (either directly or through supervision of Management Company employees at the Facility):

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2.5 Budget .

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(i) A capital expenditure budget (the “ Proposed Capital Budget ”) setting forth, on an accrual basis, an estimate of the Capital Expenditures to be incurred for the Facility, on a monthly basis for the next Fiscal Year. Tenant may approve or reject each proposed Capital Expenditure, except those required by Legal Requirements. All Capital Expenditures shall be paid from the FF&E Reserve; provided, however, that Capital Expenditures that do not qualify under the Facility Mortgage for payment from the FF&E Reserve shall be paid for from the Operating Account. Notwithstanding anything herein to the contrary, if and as required pursuant to any Facility Mortgage, the Proposed Capital Budget shall generally provide for at least $500 per unit of Capital Expenditures for the Facility to be expended from the FF&E Reserve on a rolling twelve (12) month basis;

(ii) An operating budget (the “ Proposed Operating Budget ”) setting forth, on an accrual basis, an estimate of the following items for the Facility, on a monthly basis for the next Fiscal Year:

(a) unit occupancy;

(b) Revenues;

(c) Operating Expenses, including the costs for repairs and maintenance not included in Capital Expenditures

(d) expenditures for advertising, promotion, and personnel training programs to be undertaken by Management Company; and

(e) Management Fees.

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2.6 Reports to Tenant .

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(i) Balance sheet and income statement (in Microsoft Excel format or YARDI, to the extent compatible with Excel);

(ii) Trial balance with 3 columns (balance forward, net debits/credit, and ending balance in Microsoft Excel format)

(iii) Rent Roll;

(iv) Report of daily census for the month;

(v) Marketing report in a form used for such reports by the Manager internally;

(vi) Twelve month rolling cash flow projection;

(vii) Detail of Management Fee calculations;

(viii) Capital Expenditure reconciliation to the Approved Capital Budget;

(ix) Disclosure of any material communications with regulatory agencies and state surveys;

(x) Reconciliation Statement that sets forth any activity in the equity account of Tenant resulting from additional deposits into or withdrawals from the FF&E Reserve or the Operating Account by Tenant or one of its Affiliates, together with underlying documentation (including, but not limited to, invoices and contracts);

(xi) Most recent sales tax and personal property tax filings, if and as applicable, with the monthly reporting submittals; and

(xii) any other information relating to the Facility reasonably requested by Tenant.

(i) All balance sheet reconcilement;

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(ii) Check register from the first day of the subsequent month to search for unrecorded liabilities;

(iii) Certification executed by the President of Management Company in the form attached hereto as Exhibit C ; and

(iv) Management Company will cooperate in providing other reports as reasonably requested by the Tenant.

If due to extraordinary circumstances, Management Company identifies expenditures after the last day of the month which are in fact properly chargeable to that month but which are not reflected on statements submitted pursuant to this Section, Management Company shall promptly notify Tenant of said expenditures, if material. All statements required by this Section shall be prepared in accordance with GAAP.

(i) Balance sheet and income statement;

(ii) Revenues, Operating Expenses, and NOI;

(iii) Calculations of Management Fee;

(iv) Fixed asset additions;

(v) Capital expense reconciliation to the Approved Capital Budget;

(vi) Management Company will cooperate in providing other reports as reasonably requested by Tenant.

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(i) Management Company shall make available to Tenant for inspection and/or copying by Tenant upon request, all books, records and financial data relating to the Facility in Management Company’s possession. Tenant shall notify the Management Company at least five (5) Business Days in advance of such inspection and shall conduct such inspection during mutually agreeable business hours.

(ii) Management Company shall reasonably assist the Tenant and its accountants in preparing and delivering to any lender any required monthly and annual reports.

(iii) Management Company shall provide Tenant annually with information concerning any new competing community, and shall provide Tenant annually with any revisions to the Marketing Plan for the Facility, and an annual competitive analysis showing the Facility’s position in the market with a survey of pertinent data of competing communities (to the extent requested by Tenant).

2.7 Bank Accounts and Cash Balance .

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2.8 Licenses, Permits and Certification .

2.9 Medicare . Tenant and Landlord shall have the right, at all reasonable times during the usual business hours of the Facility, to audit, examine and make copies of books of account (including, without limitation, all books and patient records, billing records, business records and any other records of all billings by or on behalf of Manager to any patient, third party payer and/or the United States Government or any of its agencies for services rendered at the Facility) maintained by Manager with respect to the Facility. Such right may be exercised through any agent or employee designated by Tenant or by an independent public accountant designated by Tenant. Further, at the end of the Term of this Agreement, or upon other termination of this Agreement, as provided herein, copies of all books and patient records, billing records, business records and any other records kept for the Facility, including all records kept on electronic media, and accounts and funds belonging to each Facility, are to be promptly delivered to Tenant in a form readable by generally available software.

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In the event any audit conducted by Tenant or Landlord causes Tenant or Landlord to question any amount billed by or on Manager’s behalf to any patient, third party payer and/or the United States Government or any agency thereof for services rendered at the Facility, Tenant or Landlord shall provide Manager with written notice of the amounts in question. If Tenant, Landlord and Manager are unable to resolve such matters to Tenant and Landlord’s satisfaction within sixty (60) days after such written notice, Tenant and Landlord shall each have the right to bring such amounts to the attention of the appropriate person, or the United States Government or the appropriate agency thereof, and Tenant shall have the right to terminate this Agreement on sixty (60) days written notice to Manager and Landlord.

Manager shall repay to any patient, third party payer and/or the United States of America or to the appropriate agency thereof, any amounts received by Manager and not remitted to Tenant and which are finally determined to have been improperly billed by or on behalf of Manager for services rendered at the Facility (which amounts shall be a Facility Expense only to the extent they were originally included in Gross Revenue), and Manager shall pay any interest, fines and penalties thereon. For purposes of this paragraph, an amount shall be finally determined to have been improperly billed if such determination has been made by an agency of the United States of America or by a court of law, and such determination is not subject to further appeal. Manager will defend, indemnify and hold Tenant and Landlord (and any of their Affiliates, their respective directors, officers, shareholders, employees and agents) harmless from and against any claims, losses, expenses, costs, suits, actions, proceedings, demands or liabilities (including, without limitation, interest, fines and penalties) that are asserted against, or sustained or incurred by them and that arise out of allegations of improper billing by or on behalf of Manager to any patient, third party payer and/or the United States of America or any agency thereof for services rendered at the Facility, whether or not such allegations are true. The scope of the foregoing indemnities includes any and all reasonable costs and expenses incurred during any investigation of or in any proceeding to defend any indemnified claim, or to enforce the indemnity, or for any or all of such purposes. If Tenant or Landlord notifies Manager in writing of the terms of a proposed settlement of an indemnified claim that are acceptable to Tenant or Landlord, Manager agrees that it will not unreasonably withhold or delay its approval of such settlement. The Manager’s obligations hereunder shall survive the termination of this Agreement.

2.10 Quality Controls . Management Company shall activate and maintain on a continuing basis, a quality assurance program which provides objective measurements of the quality of services provided at the Facility. In connection therewith, Management Company shall utilize such techniques (e.g. resident interviews and periodic inspections) as Management Company may reasonably deem necessary to maintain the quality of the Facility.

2.11 Use of Management Company’s Personnel . Representatives of Management Company shall visit the Facility as often as Management Company deems necessary. All out-of-pocket expenses arising from travel and lodging connected with such visitations shall be borne by the Management Company, except personnel that float between properties and any travel beyond fifty (50) miles if such arrangement can be shown to reduce overall employment costs at the Facility and except that the actual cost of Management Company’s officers’ and employees’ air travel to or from the Facility shall be paid as an Operating Expense from the Operating Account; provided however, (i) no other incidental costs of Management Company’s officers’

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and employees’ related to such travel, such as but not limited to the costs of ground travel, lodging and food, shall be an Operating Expense and (ii) in the event that the Management Company’s officers’ or employees’ conduct business unrelated to the management of the Facility during such trip, then the Operating Expense for the air travel pursuant to this section shall be a portion of such costs representing a reasonable and equitable allocation of such costs to the Facility.

2.12 Taxes . Any applicable income taxes of Tenant, any federal, state or local taxes, assessments or other governmental charges imposed on the Facility are the obligations of Tenant, not of Management Company, and all of the foregoing, with the exception of any applicable income taxes (which shall be paid directly by Tenant), shall be paid out of the Operating Account of the Facility. With the Tenant’s prior written consent, Management Company may, and at Tenant’s direction shall, contest the validity or amount of any such tax or imposition on the Facility in the same manner as described in Section 2.4(a) hereof. Management Company, on behalf of Tenant, shall cause all Social Security and federal and state income tax withholding and other employee taxes related to the Management Company’s employees which may be due and payable to be paid promptly from the Operating Account of the Facility before the payment of any other Operating Expenses therefrom.

2.13 Information Regarding the Facility . Management Company shall maintain and provide to Tenant, upon Tenant’s request or upon termination of this Agreement, a complete set of the following:

Management Company shall be responsible for the due and proper maintenance of all items on the foregoing lists at the expense of Tenant.

Management Company, upon request by the Tenant, will make available for review at the corporate offices of Management Company to the Tenant, all facility operational materials, including policy and procedure manuals and standard operational materials and other similar materials. Management Company agrees to change any policy and/or procedure which violates

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any Legal Requirement. In addition, if Tenant requests any other change, Management Company and Tenant will work together to revise such operational policies and procedures but will not be required to implement changes which are based solely on business considerations. Any and all changes in the standard management program of the Management Company will be documented and clearly expressed in the “ Policies and Procedures Exceptions Manual ” which will be maintained in the Facility. This Manual and the standard operational materials, together, will comprise the “ Facility Operational Materials ”.

ARTICLE 3.

MANAGEMENT FEE

3.1 Management Fee . Management Company shall receive five percent (5%) of the gross collected Revenues received each month (“ Management Fee ”). The Management Fee for each month shall be paid to the Management Company from the Operating Account of the Facility no later than fifteen (15) days following the end of that month.

ARTICLE 4.

OTHER TRANSACTIONS WITH MANAGEMENT COMPANY OR ITS AFFILIATES

4.1 Transactions with Management Company and Its Affiliates . Notwithstanding anything else herein contained, Management Company shall not, without the prior written consent of Tenant after full disclosure by Management Company of such affiliation and interest, cause Tenant to enter into any contract with Management Company or any Affiliate thereof for services required to be provided by Management Company under this Agreement, or pay any amount to Management Company or its Affiliates, other than Management Fees described in Article 3 hereof, or reimbursement of bona fide expenses to unrelated third parties.

ARTICLE 5.

INSURANCE

5.1 Insurance . Management Company shall procure and maintain (or Tenant shall procure and maintain, at Tenant’s election), as an Operating Expense and with the prior written approval of Tenant, insurance as required and set forth in Exhibit A to this Agreement. As of the Effective Date, Tenant or Landlord shall procure and maintain as an Operating Expense the property insurance required pursuant to this Agreement and Manager shall procure and maintain as an Operating Expense the liability insurance required pursuant to this Agreement. The carrier and the amount of coverage of each policy of insurance shall be satisfactory to Tenant. Management Company shall be designated as a named insured with Tenant included as an additional insured and/or loss payee under each insurance policy procured by Management Company. Tenant or Landlord may elect, in its sole discretion, to procure and maintain as an Operating Expense some or all insurance policies required and set forth on Exhibit A , except for

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Management Company’s Workers’ Compensation, Employer’s Liability, and Professional Liability insurance policies, upon thirty (30) days written notice to Management Company. In the event Tenant or Landlord elects to procure directly any of the required insurance policies, then Tenant or Landlord shall be the named insured under each policy and Management Company shall be named as an additional insured.

ARTICLE 6.

REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties of Tenant . Tenant makes the following representations and warranties which are material representations and warranties upon which Management Company relied as an inducement to enter into this Agreement:

6.2 Representation and Warranties of Management Company . Management Company makes the following representations and warranties which are material representations and warranties upon which Tenant relied as an inducement to enter this Agreement.

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ARTICLE 7.

TERMINATION

7.1 Tenant Termination . Tenant shall have the right to terminate this Agreement, without paying any fee or penalty, when and if one of the following events occur (hereinafter collectively referred to as “ Management Company Default ”), after which Tenant shall have the right – but not the obligation – to declare a termination of this Agreement in accordance with the termination protocols set forth below:

7.2 Management Company Termination . Management Company shall have the right to terminate this Agreement without receiving any fee or payment, if and when one of the following events occur (hereinafter “ Tenant Default ”), after which Management Company shall have the right – but not the obligation – to declare a termination of this Agreement in accordance with the termination protocols set forth below:

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7.3 Performance Termination . Commencing with the expiration of Fiscal Year 2014, in the event that Adjusted NOI does not equal or exceed the Performance Threshold, then the Tenant shall have the option to terminate this Agreement by providing a ninety (90) day written notice to the Management Company. To terminate this Agreement, Tenant must deliver written notice of such election to Management Company no later than sixty (60) days following Tenant’s receipt of the annual financial reports for such Fiscal Year.

7.4 Notwithstanding anything else herein contained, neither party shall have the right to terminate this Agreement as a result of any of the reasons set forth in Section 7.1(f) or in Section 7.2(e) above, if the event is caused by strikes, other labor disturbances, fires, windstorm, earthquake, arbitrary and capricious action by third party payors, war or other state of national emergency, terrorism, or acts of God, in which the negligence of the party seeking to avoid termination is not a materially contributing factor to the occurrence of such event.

7.5 At any time during the Term, Tenant shall have the right to terminate this Agreement for any reason or for no reason upon sixty (60) days prior written notice to Management Company and payment to the Management Company, upon the effective date of such termination, of an amount equal to the lesser of (i) the average of the Management Fee for the prior three (3) months multiplied by twenty-four (24) or (ii) the average of the Management Fee for the prior three (3) months multiplied by the number of months remaining in the Term.

7.6 Tenant has the option to terminate this Agreement in the event Landlord sells the Facility to an unaffiliated third party who does not elect to assume this Agreement, which termination shall require at least sixty (60) days prior written notice to Management Company. In such event, Tenant shall not be obligated to pay any fee or penalty as a result of such termination.

7.7 Either party has the option to terminate this Agreement without payment of fee or penalty upon 30 days prior written notice to the other upon the occurrence of either of the following events:

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7.8 Tenant, at the direction of a lender holding a first lien security instrument encumbering the Facility (“ Lender ”), or Lender shall have the option to terminate this Agreement, without fee or penalty subject to the rights of the Management Company herein, upon ten (10) days’ prior written notice to the Management Company in connection with a foreclosure or delivery of a deed in lieu that is related to any first lien security instrument held by Lender and encumbering the Facility, without any further obligation to the Management Company (except for any accrued management fees for previous periods which have not been paid which shall be the obligation of Tenant but not Lender).

7.9 Automatic Termination. This Agreement shall be deemed to be void ab initio in the event the Purchase and Sale Agreement terminates without Landlord acquiring the Facility.

7.10 Management Company’s Obligations After Termination or Expiration of Agreement . Upon the expiration or termination of this Agreement, Management Company shall, if requested:

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Upon any termination or the expiration pursuant to this Section, the obligations of the parties hereto (except those specified as surviving) shall cease as of the date specified in the notice of termination, except that Management Company shall comply with the applicable provisions of this Section and shall be entitled to receive any and all compensation which may be due Management Company hereunder through the effective date of such termination or expiration.

ARTICLE 8.

MISCELLANEOUS COVENANTS

8.1 Indemnification by Tenant . Subject to the limitations set forth in this Article 8, Tenant agrees to indemnify and hold harmless Management Company against and with respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys’ fees and expenses, costs of litigation and costs of investigation (but not including any adjustments or credits expressly provided for in this Agreement) (together referred to as “ Management Company Losses ”):

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8.2 Indemnification by Management Company . Subject to the limitations set forth in this Article 8, Management Company hereby agrees to indemnify and hold harmless Tenant at all times against and with respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys’ fees and expenses, costs of litigation and costs of investigation (but not including any adjustments or credits expressly provided for in this Agreement) (“ Tenant Losses ”):

8.3 Additional Covenants of Management Company . Management Company hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Tenant relies as an inducement to enter into this Agreement:

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8.4 Additional Covenants of Tenant . Tenant hereby makes the additional covenants set forth in this Section, which are material covenants and upon which Management Company relies as an inducement to enter into this Agreement:

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8.5 Binding Agreement . The terms, covenants, conditions, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

8.6 Relationship of Parties . Nothing contained in this Agreement shall constitute or be construed to be or to create a partnership, joint venture or lease between Tenant and Management Company with respect to the Facility. Management Company shall have no right or authority, express or implied, to commit or otherwise obligate Tenant in any manner whatsoever except to the extent specifically provided in this Agreement.

8.7 Notices .

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CHP Legacy Ranch TX Tenant Corp.

c/o CNL Healthcare Properties, Inc.

CNL Center at City Commons

450 South Orange Avenue, 12 ^th Floor

Orlando, Florida 32801-3736

Attn: Holly J. Greer, Esq., SVP and General Counsel

With a copy to:

Lowndes Drosdick Doster Kantor and Reed, P.A.

215 North Eola Drive

Post Office Box 2809

Orlando, Florida 32802-2809

Attn: William T. Dymond, Jr., Esq.

JEA Senior Living

12115 NE 99 ^th Street, Suite 1800

Vancouver, WA 98682

Attn: Cody Erwin

With a copy to:

Cherry Peterson Landry Albert LLP

8350 N. Central Expressway, Suite 1500

Dallas, Texas 75206

Attn: Terry Landry, Esq.

or to such other address or to such other person as may be designated by notice given from time to time during the Term by one party to the other. Any notice hereunder shall be deemed given three (3) days after mailing, if given by mailing in the manner provided above, or on the next Business Day following the date delivered or transmitted if given by hand or overnight courier.

8.8 Entire Agreement : This Agreement contains the entire agreement between the parties hereto with respect to the subject matter and no prior oral or written, and no contemporaneous oral representations or agreements between the parties with respect to the subject matter of this Agreement shall be of force and effect. Any additions, amendments or modifications to this Agreement shall be of no force and effect unless in writing and signed by both Tenant and Management Company.

8.9 Governing Law . This Agreement has been executed and delivered in the State of Texas and all of the terms and provisions hereof and the rights and obligations of the parties hereto shall be construed and enforced in accordance with the laws thereof.

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8.10 Captions and Headings . The captions and headings throughout this Agreement are for convenience and reference only, and the words contained therein shall in no way be held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any provision of or the scope or intent of this Agreement nor in any way affect this Agreement.

8.11 Non-Recourse Nature of Tenant’s Obligation . Notwithstanding anything else herein contained, the obligations of Tenant hereunder shall be limited to its interest in the Facility and the revenues thereof and Receivables and accounts related thereto, and Management Company shall have no right to proceed against any other assets of Tenant to satisfy any obligation of Tenant. No officer, director, or member of Tenant shall have any personal liability hereunder.

8.12 HIPAA Compliance . The parties agree that, to the extent required by Legal Requirements, the services provided under this Agreement will comply in all material respects with all federal and state-mandated regulations, rules, or orders applicable to the services provided herein, including but not limited to regulations promulgated under Title II, Subtitle F of the Health Insurance Portability and Accountability Act (Public Law 104-91) (“ HIPAA ”).

8.13 Additional Reports . In connection with Tenant’s responsibility to maintain effective internal controls over financial reporting and the Tenant’s requirements for complying with the Sarbanes Oxley Act of 2002, Management Company hereby agrees to provide, as an Operating Expense, access and reasonable assistance as may be requested by Tenant that will allow Tenant to conduct activities necessary to satisfy its responsibilities, as previously outlined, including, without limitation, the activities stipulated by the Public Company Accounting Oversight Board in its 2004-1, or other similarly promulgated guidance by other regulatory agencies. Management Company hereby agrees to provide, at Tenant’s request and as an Operating Expense, (i) evidence of Management Company documented policies regarding “whistleblower” procedures and regarding the reporting of fraud or misstatements involving Facility financial reporting, and (ii) access for the Tenant to conduct such procedures as Tenant reasonably considers necessary to make a determination that Management Company has maintained an effective system of internal controls over financial reporting. In addition to the foregoing, Management Company shall provide Tenant with access to the books and records of the Facility in order to perform miscellaneous other internal audit procedures as deemed reasonably appropriate by Tenant. Notwithstanding the other terms, covenants and conditions of this Section 8.13 , the parties acknowledge and agree that Management Company shall have no responsibility or obligation with regard to Tenant’s obligations stipulated by the Public Company Accounting Oversight Board or under the Sarbanes Oxley Act of 2002, except to comply with requests which may be made by Tenant under this Section 8.13 .

(Signature Page to Follow)

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IN WITNESS WHEREOF, the parties hereto have executed, sealed and delivered this Agreement through their duly authorized representatives, as of the day and year first above written.

EXHIBIT A

REQUIRED INSURANCE

[Intentionally Omitted]

EXHIBIT B

2014 Approved Operating Budget and Approved Capital Budget (attached)

[Intentionally Omitted]

EXHIBIT C

QUARTERLY CERTIFICATION

[Intentionally Omitted]

SCHEDULE 1.1

AFFILIATED AGREEMENTS

[Intentionally Omitted]

SCHEDULE 6.2(E)

MANAGEMENT COMPANY OWNERSHIP CHART

[Intentionally Omitted]

Exhibit 10.2

GUARANTY AGREEMENT

Dated as of March 28, 2014

by

CHP LEGACY RANCH TX OWNER, LLC,

CHP SPRINGS TX OWNER, LLC

and

CHP PARK AT PLAINFIELD IL OWNER, LLC

as Guarantors

in favor of

THE LENDERS REFERRED TO IN

THE CREDIT AGREEMENT REFERRED TO HEREIN

GUARANTY AGREEMENT

GUARANTY AGREEMENT dated as of March 28, 2014 (the “ Guaranty ”) made by CHP LEGACY RANCH TX OWNER, LLC , a Delaware limited liability company, CHP SPRINGS TX OWNER, LLC , a Delaware limited liability company, and CHP PARK AT PLAINFIELD IL OWNER, LLC , a Delaware limited liability company (collectively, the “ Guarantors ”) in favor of the Lenders (defined below).

RECITALS

WHEREAS, CHP PARTNERS, LP, a Delaware limited partnership (“ CHP ”), CNL HEALTHCARE PROPERTIES, INC., a Maryland corporation (“ CNL ”) (CHP and CNL are collectively referred to herein as “ Borrowers ”), the lenders who are or may become party thereto, as Lenders (the “ Lenders ”), and KEYBANK NATIONAL ASSOCIATION, as administrative agent on behalf of itself and the other Lenders (the “ Administrative Agent ”) have entered into that certain Credit Agreement dated as of August 19, 2013 (as amended, restated, supplemented or otherwise modified, the “ Credit Agreement ”);

WHEREAS, Guarantors may receive, directly or indirectly, a portion of the proceeds of the Credit Facility under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement; and

WHEREAS, it is a condition precedent to the making of Loans under the Credit Agreement that Guarantors shall have executed and delivered this Guaranty.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make Loans under the Credit Facility from time to time and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantors hereby agree as follows:

Section 1. Defined Terms . (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

(b) As used herein, “ Obligations ” shall have meaning given such term in the Credit Agreement.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty, and section and paragraph references are to this Guaranty unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

Section 2. Guaranty . (a) Guarantors hereby absolutely, unconditionally and irrevocably guarantee to the Administrative Agent and the other Lenders and their respective successors,

indorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at scheduled maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all of the Obligations, and agree to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any other Lender in enforcing any rights under this Guaranty or any other Loan Document. Without limiting the generality of the foregoing, the liability of Guarantors shall extend to all amounts that constitute part of the Obligations and would be owed by any Borrower to any Lender but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Each Guarantor is and shall be liable for the Obligations as a primary obligor.

(b) Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Lender, hereby confirms that it is the intention of all such Persons that this Guaranty and the obligations of such Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of such Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Lenders and the Guarantors hereby irrevocably agree that, notwithstanding any term or provision herein or in any other Loan Document, the maximum liability of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

(c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum amount of liability of such Guarantor hereunder without impairing this Guaranty or affecting the obligations of such Guarantor or the rights and remedies of any Lender hereunder.

(d) No payment made by any Borrower, the Guarantors, any other guarantor or any other Person or received or collected by any Lender from any Borrower, the Guarantors, any other guarantor or surety or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment or performance of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Guarantors hereunder which shall, notwithstanding any such payment (other than any payment made by any Guarantor in respect of the Obligations or any payment received or collected from any Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of Guarantors hereunder until the Obligations are indefeasibly paid in full in cash and the Commitments are terminated or expired.

Section 3. Guaranty Absolute . Each Guarantor guarantees that the Obligations will be paid and performed strictly in accordance with their respective terms, regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender with respect thereto. Each Guarantor agrees that its guaranty hereunder constitutes a guaranty of payment and performance when due and not of collection, and waives any right to require that any resort be made by the Administrative Agent or any of the other Lenders to any of the Collateral, any other Person or any other security. The obligations of each Guarantor under or in respect of this Guaranty are independent of the Obligations or any other obligations of any

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Borrower under or in respect of the Loan Documents and any other obligations of any other guarantor or surety, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any Borrower or any other guarantor or surety or whether any Borrower or any other guarantor or surety is joined in any such action or actions. The obligations and liabilities of each Guarantor under this Guaranty shall be valid, enforceable, irrevocable, absolute, independent and unconditional irrespective of, and such Guarantor hereby unconditionally and irrevocably waives any defenses and counterclaims it may now have or hereafter acquire in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any of the Obligations, any Loan Document or any agreement, document or instrument relating thereto;

(b) any extension or change in the time, manner or place of payment of, or in any other term or provision of, all or any of the Obligations, or any other amendment, modification or waiver of or any consent to departure from any Loan Document or any other agreement, document or instrument evidencing, securing or otherwise relating to any of the Obligations, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to any Borrower or otherwise;

(c) any taking, exchange, compromise, subordination, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Obligations;

(d) the existence of any claim, set-off, recoupment, defense or other right that any Borrower or any other Person may have against any Person, including, without limitation, any Lender;

(e) any order or manner of enforcement or application of any Collateral or any other collateral, or proceeds thereof, at any time to all or any of the Obligations, or any order or manner of sale or other disposition of any Collateral or any other collateral for all or any of the Obligations or any other assets of any Borrower, or any exercise of any other right or remedy available to any Lender under the Loan Documents against any Collateral or other guarantor, surety or other collateral;

(f) any change, restructuring or termination of the corporate or other organizational structure, ownership or existence of any Borrower;

(g) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower, or any other guarantor of or other Person liable for any of the Obligations, or their assets or any resulting release or discharge of any obligation of any Borrower, or any other guarantor of or other Person liable for any of the Obligations;

(h) any failure of any Lender to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known to such Lender (such Guarantor waiving any duty on the part of the Lenders to disclose such information);

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(i) the failure of any other Person to execute or deliver this Agreement, or any other guaranty or agreement, or the release or reduction of liability of any Guarantor or other guarantor, surety or obligor with respect to the Obligations or any part thereof; or

(j) any other circumstance or any existence of or reliance on any representation by any Lender that might otherwise constitute a defense available to, or a discharge of, any Borrower or any other guarantor or surety other than the defense of payment or performance of the Obligations.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Lender or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made.

Section 4. Waivers and Acknowledgments . (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, notice of default, notice of acceleration, notice of intent to accelerate, notice of dishonor, protest or dishonor, notice of the existence, creation, increase, extension or renewal of any of the Obligations, and any and all other notices and demands whatsoever with respect to any of the Obligations and this Guaranty, and any requirement that the Administrative Agent or any Lender protect, preserve, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or remedy or take any action against any Borrower, any other Person, any Collateral or any other collateral, or any other guarantor or surety or any other Person.

(b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Obligations, whether existing now or in the future.

(c) Each Guarantor hereby unconditionally and irrevocably waives (i) any set-off, defense or counterclaim arising by reason of any claim or defense based upon the exercise of any rights or remedies by any Lender that in any manner impairs, reduces, limits, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or surety or any other Person, or any Collateral or other security and (ii) any defense or counterclaim based on any right of set-off, recoupment or counterclaim against or in respect of the obligations of such Guarantor hereunder, whether arising under any Loan Document, any Law or otherwise.

(d) Each Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any Collateral Document by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Lenders against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

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(e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Lender to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any Borrower now or hereafter known by such Lender.

(f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 3 and this Section 4 are knowingly made in contemplation of such benefits.

Section 5. Subrogation . Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any claim, right or remedy, direct or indirect, that it may now have or hereafter acquire against any Borrower, any Affiliate of any Borrower or any other insider guarantor or surety or any of their respective assets or properties that arise from the existence, payment, performance or enforcement of such Guarantor’s obligations under or in respect of this Guaranty or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to enforce or to participate in any claim, right or remedy that any Lender may now have or hereafter acquire against any Borrower, any Affiliate of any Borrower or any Guarantor or any other insider guarantor or any Collateral, whether or not such claim, right or remedy arises in equity or under contract, statute, common law or otherwise, including, without limitation, the right to take or receive from any Borrower, any Affiliate of any Borrower or any other insider guarantor or surety, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full in cash and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a)the indefeasible payment in full in cash of the Obligations and all other amounts payable under this Guaranty, and (b) the termination or expiration of the Commitments, such amount shall be received and held in trust by such Guarantor for the benefit of the Lenders, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any Obligations or other amounts payable under this Guaranty thereafter arising.

Section 6. Taxes . Each Guarantor agrees that all payments to be made by it hereunder shall be made without setoff, counterclaim or other defense and free and clear of, and without deduction for, any taxes, levies, imposts, duties, charges, fees, deductions, withholdings or restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed by any country or by any political subdivision or taxing authority thereof or therein, other than Excluded Taxes (“ Taxes ”). If any Taxes are required to be withheld from any amounts payable to any Lender hereunder, the amounts so payable to such Lender shall be increased to the extent necessary to yield to such Lender (after payment of all Taxes) the amounts payable hereunder in the full amounts so to be paid. Whenever any Tax is paid by any Guarantor, as promptly as possible thereafter, such Guarantor shall furnish to the Administrative Agent an official receipt showing payment thereof, together with such additional documentary evidence as may be required from time to time by the Administrative Agent.

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Section 7. Representations and Warranties . Each Guarantor hereby makes each representation and warranty made in the Loan Documents by each Borrower with respect to such Guarantor and such Guarantor hereby further represents and warrants as follows:

(a) There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived; and

(b) Such Guarantor has, independently and without reliance upon any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from each Borrower on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such Borrower.

Section 8. Covenants . Each Guarantor covenants and agrees that, so long as any of the Obligations shall remain unpaid and any Commitment shall be outstanding, such Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be performed or observed or that any Borrower has agreed to cause such Guarantor to perform or observe.

Section 9. Amendments , Etc. None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except by a written instrument executed by all Guarantors and the Administrative Agent, provided that any provision of this Guaranty may be waived by the Administrative Agent in a letter or agreement executed by the Administrative Agent or by facsimile transmission from the Administrative Agent.

Section 10. Notices, Etc. All notices and other communications provided for hereunder shall be in writing and delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

(a) if to Guarantors, addressed to Guarantors in care of the Borrowers at the address for the Borrowers specified in Schedule 10.02 of the Credit Agreement; and

(b) if to any Agent or any other Lender, at its address specified in Schedule 10.02 of the Credit Agreement.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Guaranty to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof. Any party hereto may change its address or telecopier number for notices and other communications hereunder by notice to the other parties hereto.

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Section 11. No Waiver; Remedies . Neither the Administrative Agent nor any other Lender shall by any act (except by a written instrument pursuant to Section 9), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any other Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any other Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such other Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

Section 12. Set-Off . Upon the occurrence and during the continuance of any Event of Default and subject to the limitations contained in Section 10.08 of the Credit Agreement, each Guarantor hereby irrevocably authorizes the Administrative Agent, at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice hereby being expressly waived by Guarantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Administrative Agent may elect, against and on account of the obligations and liabilities of such Guarantor to the Administrative Agent hereunder and claims of every nature and description of the Administrative Agent against such Guarantor, in any currency, whether arising under this Guaranty, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent may elect. The Administrative Agent shall notify such Guarantor promptly of any such set-off and the application made by the Administrative Agent of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent, under this Section 12 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent, may have under any Loan Document or other agreement, instrument or document, any requirement of Law or otherwise.

Section 13. Expenses . (a) Each Guarantor shall upon demand pay to the Administrative Agent the amount of any and all costs and expenses, including the reasonable fees and expenses of counsel and of any experts, advisors, and agents, that the Administrative Agent may incur in connection with (i) the administration of this Guaranty, (ii) the exercise or enforcement of any of the rights or remedies of the Administrative Agent, or (iii) the failure by any Guarantor to perform or observe any of the provisions of this Guaranty.

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(b) EXCEPT FOR LIABILITY OR CLAIMS ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDERS OR THEIR RESPECTIVE RELATED PARTIES, EACH GUARANTOR HEREBY ALSO AGREES THAT NONE OF THE LENDERS OR ANY OF THEIR RESPECTIVE RELATED PARTIES SHALL HAVE ANY LIABILITY (WHETHER DIRECT OR INDIRECT, IN CONTRACT, TORT OR OTHERWISE) TO THE GUARANTORS OR ANY OF THEIR RESPECTIVE RELATED PARTIES, AND GUARANTOR HEREBY AGREES NOT TO ASSERT ANY CLAIM AGAINST ANY LENDER OR ANY OF ITS RELATED PARTIES ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS, THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE CREDIT EXTENSIONS, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS.

(c) Without prejudice to the survival of any of the other agreements of Guarantors under this Guaranty or any of the other Loan Documents, the agreements and obligations of Guarantor contained in Section 2(a) (with respect to enforcement expenses), the last sentence of Section 3, Section 6 and this Section 13 shall survive the payment and performance in full of the Obligations and all of the other amounts payable under this Guaranty.

Section 14. Continuing Guaranty; Assignments Under The Credit Agreement . This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the indefeasible payment in full in cash of the Obligations and all other amounts payable under this Guaranty, or (ii) the termination of the Commitments, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Lenders and their successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Loans owing to it and the Note or Notes held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise, in each case as and to the extent provided in the Credit Agreement. No Guarantor shall have any right to assign any of its rights or delegate any of its obligations hereunder or any interest herein without the prior written consent of the Administrative Agent.

Section 15. Execution in Counterparts . This Guaranty and each amendment, waiver and consent with respect hereto may be executed in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile shall be effective as delivery of an original executed counterpart of this Guaranty.

Section 16. Severability . Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Section 17. Headings . The Article and Section headings used in this Guaranty are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

Section 18. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty shall be governed by, and construed and interpreted in accordance with, the laws of the State of Ohio, without regard to the principles of conflicts of laws thereof.

(b) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any Ohio State court or federal court of the United States of America sitting in the Northern District of Ohio, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such Ohio State court or, to the extent permitted by law, in such federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document in the courts of any jurisdiction.

(c) Each Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any Ohio State or federal court. Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.

(d) Each Guarantor agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 10 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and

(e) Each Guarantor agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

(f) EACH GUARANTOR (AND ADMINISTRATIVE AGENT AND EACH LENDER BY THEIR ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE,

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AGENT OR ATTORNEY OF ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE LENDERS HAVE BEEN INDUCED TO ACCEPT THIS GUARANTY AND ENTER INTO THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Section 19. INTEGRATION . THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT OF THE GUARANTORS AND THE LENDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO PROMISES, UNDERTAKINGS, REPRESENTATIONS OR WARRANTIES BY THE ADMINISTRATIVE AGENT OR ANY OTHER LENDER RELATIVE TO THE SUBJECT MATTER HEREOF NOT EXPRESSLY SET FORTH OR REFERRED TO HEREIN. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

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IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

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Exhibit 10.3

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

DEED OF TRUST

ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND

FIXTURE FILING

made by

CHP LEGACY RANCH TX OWNER, LLC

as Grantor

to

DEBORAH NEWMAN

as Trustee,

for the benefit of

KEYBANK NATIONAL ASSOCIATION,

as Agent on behalf of the Lenders,

as Beneficiary

Dated as of: March 28, 2014

PREPARED BY AND UPON RECORDATION RETURN TO:

Bracewell & Giuliani LLP

1445 Ross Avenue, Suite 3800

Dallas, Texas 75202-2711

Attention: Alfred G. Kyle, Esq.

Telephone: (214) 758-1660

Exhibit 10.4

SECOND AMENDMENT TO EXPENSE SUPPORT

AND RESTRICTED STOCK AGREEMENT

THIS SECOND AMENDMENT TO EXPENSE SUPPORT AND RESTRICTED STOCK AGREEMENT (this “ Second Amendment to Expense Support Agreement ”), is effective as of April 3, 2014 (the “ Effective Date ”), by and between CNL Healthcare Properties, Inc. (the “ Company ”) and CNL Healthcare Corp. (the “ Advisor ”). The Company and the Advisor are each sometimes individually referred to as, a “ Party ” and collectively as, the “ Parties. ”

R E C I T A L S:

WHEREAS, the Parties entered into that certain Advisory Agreement dated as of June 8, 2011, as amended by a First Amendment to Advisory Agreement dated as of October 5, 2011, and as further amended by a Second Amendment to Advisory Agreement dated as of March 20, 2013 (collectively, the “ Advisory Agreement ”);

WHEREAS, the Parties entered into that certain Expense Support and Restricted Stock Agreement dated effective as of April 1, 2013, as amended by a First Amendment to Expense Support Agreement dated November 7, 2013 (collectively, the “ Expense Support Agreement ”); and

WHEREAS, pursuant to paragraph 13 of the Expense Support Agreement the Parties may amend the Expense Support Agreement by a writing executed by all of the Parties; and

WHEREAS, the Parties desire to amend and restate Section 3 , Section 4 , and Section 5 of the Expense Support Agreement, which said changes shall supersede such certain provisions of said agreement.

NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the Parties, intending to be legally bound, do hereby agree as follows:

1.       Recitals; Certain Definitions .

Board – shall have the meaning ascribed to such term in the Advisory Agreement.

Cause – shall have the meaning ascribed to such term in the Advisory Agreement.

Common Shares – shall have the meaning ascribed to such term in the Advisory Agreement.

Distributions – shall have the meaning ascribed to such term in the Advisory Agreement; provided, however , that for purposes of Section 3 only of this Second Amendment to Expense Support Agreement the term shall exclude any Distributions made on Restricted Stock and any other Common Shares held by the Advisor.

Exit Event – shall mean a Liquidity Event, or a Sale of all or substantially all of the assets of the Company in a single or series of transactions.

Exit Event Consideration – shall mean the Net Sales Proceeds or other consideration to be received or received by the Stockholders in connection with an Exit Event, which may consist in whole or in part of money or other property, including shares of stock in, and/or other securities of, any other corporation or other entity.

Good Reason – shall have the meaning ascribed to such term in the Advisory Agreement.

Invested Capital – shall have the meaning ascribed to such term in the Advisory Agreement; provided, however , that for purposes of this Second Amendment to Expense Support Agreement the term shall exclude Invested Capital, if any, relating to Restricted Stock and any other Common Shares held by the Advisor.

Liquidity Event – shall have the meaning ascribed to such term in the Advisory Agreement.

Net Sales Proceeds – shall have the meaning ascribed to such term in the Advisory Agreement.

Priority Return – shall have the meaning ascribed to such term in the Advisory Agreement; and for avoidance of doubt, does not included shares of Restricted Stock or any other Common Shares held by the Advisor.

Restricted Stock – shall have the meaning ascribed to such term in the Expense Support Agreement.

Sale – shall have the meaning ascribed to such term in the Advisory Agreement.

Stockholders – shall have the meaning ascribed to such term in the Advisory Agreement; provided, however , that for purposes of this Second Amendment to Expense Support Agreement the term shall exclude the Advisor.

2.       Amendment to Section 3 of the Expense Support Agreement . The Parties hereby amend and restate Section 3 of the Expense Support Agreement in its entirety; and Section 3 as amended and restated shall henceforth read as follows:

(a) Exit Event . Except as otherwise provided in Section 3(b) , below, the Restricted Stock shall vest immediately prior to or upon the occurrence of an Exit Event in which, and only to the extent by which , (A)  the sum of (i)  the Exit Event Consideration, or other value attributable to the Common Shares of the Stockholders as a result of the Exit Event, plus (ii)  total Distributions declared from the Company’s inception through the effective date of the Exit Event, exceeds (B)  the sum of (i)  Invested Capital, plus (ii)  the total Distributions required to pay a Priority Return to the Stockholders from the Company’s inception through the effective date of the Exit Event. All issued and outstanding shares of Restricted Stock that do not so vest in connection with an Exit Event shall be immediately and permanently forfeited.

(b) Termination of the Advisory Agreement .

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(1)       Without Cause . In the event the Advisory Agreement is terminated or not renewed by the Company without Cause prior to an Exit Event, the Restricted Stock will immediately vest as of the effective date of such termination (an “ Undue Termination ”), provided that, and only to the extent by which , (A)  the sum of (i)  Board’s most recent determination of net asset value per share of the Common Shares multiplied by the number of Common Shares issued and outstanding and held of record by the Stockholders, plus (ii)  total Distributions declared from the Company’s inception through the effective date of the Undue Termination, exceeds (B)  the sum of (i)  Invested Capital, plus (ii)  the total Distributions required to pay a Priority Return to the Stockholders from the Company’s inception through the effective date of the Undue Termination. All issued and outstanding shares of Restricted Stock that do not so vest in connection with an Undue Termination of the Advisor shall be immediately and permanently forfeited.

(2)       For Cause . In the event the Advisory Agreement is terminated or not renewed by the Company for Cause prior to an Exit Event, all of the issued and outstanding shares of the Restricted Stock shall be immediately and permanently forfeited.

(3)       Without Good Reason . In the event the Advisory Agreement is terminated or not renewed by the Advisor without Good Reason prior to an Exit Event, all of the issued and outstanding shares of the Restricted Stock shall be immediately and permanently forfeited.

(c)      The Board’s good faith determination of the excess amount over the thresholds, and the vesting or forfeiture of the Restricted Stock, in whole or in part, pursuant to Section 3(a) or Section 3(b)(1) , above, shall be final and binding upon the Parties.

3.       Deletion of Section 4 of the Expense Support Agreement . The provisions of Section 4 of the Expense Support Agreement have been amended and restated and incorporated into the amendment and restatement of Section 3 , as above, and accordingly, Section 4 of the Expenses Support Agreement is hereby deleted in its entirety; and shall hereafter read as follows:

“4)      [RESERVED]”

4.       Amendment to Section 5 of the Expense Support Agreement . The Parties hereby amend and restate Section 5 of the Expense Support Agreement in its entirety; and Section 5 as amended and restated shall henceforth read as follows::

“5)       Certain Restrictions Prior to Vesting . Prior to the vesting of the Restricted Stock pursuant to Section 3 , the Advisor shall not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or any of the rights relating thereto; and any such transfer or encumbrance or any attempt to transfer or encumber the Restricted Stock or the rights relating thereto shall be wholly ineffective and void ab initio .”

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5.       Terms . All other terms and conditions as contained in the Expense Support Agreement shall remain unchanged and will continue to bind the Parties with respect to the transaction as contemplated therein.

Signature Page Follows.

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IN WITNESS WHEREOF, the Parties have caused this Second Amendment to Expense Support Agreement to be signed by their respective officers thereunto duly authorized, as of the day and year first above written.

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Exhibit 10.5

SECOND AMENDMENT TO EXPENSE SUPPORT

AND RESTRICTED STOCK AGREEMENT

THIS SECOND AMENDMENT TO EXPENSE SUPPORT AND RESTRICTED STOCK AGREEMENT (this “ Second Amendment to Expense Support Agreement ”), is effective as of April 3, 2014 (the “ Effective Date ”), by and between CNL Healthcare Properties, Inc. (the “ Company ”) and CNL Healthcare Manager Corp. (the “ Property Manager ”). The Company and the Property Manager are each sometimes individually referred to as, a “ Party ” and collectively as, the “ Parties. ”

R E C I T A L S:

WHEREAS, the Parties entered into that certain Property Management and Leasing Agreement dated as of June 28, 2012 by and between the Parties (the “ Property Manager Agreement ”);

WHEREAS, the Parties entered into that certain Expense Support and Restricted Stock Agreement dated effective as of July 1, 2013, as amended by a First Amendment to Expense Support and Restricted Stock Agreement dated November 7, 2013 (collectively, the “ Expense Support Agreement ”);

WHEREAS, pursuant to paragraph 13 of the Expense Support Agreement the Parties may amend the Expense Support Agreement by a writing executed by all of the Parties; and

WHEREAS, the Parties desire to amend and restate Section 3 , Section 4 , and Section 5 of the Expense Support Agreement, which said changes shall supersede such certain provisions of said agreement.

NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the Parties, intending to be legally bound, do hereby agree as follows:

1.       Recitals; Certain Definitions .

Advisory Agreement – shall mean that certain Advisory Agreement by and between the Company and CNL Healthcare Corp., dated as of June 8, 2011, as amended by a First Amendment to Advisory Agreement dated as of October 5, 2011, and as further amended by a Second Amendment to Advisory Agreement dated as of March 20, 2013 (collectively, the “ Advisory Agreement ”).

Board – shall have the meaning ascribed to such term in the Advisory Agreement.

Cause – shall have the meaning ascribed to such term in the Advisory Agreement.

Common Shares – shall have the meaning ascribed to such term in the Advisory Agreement.

Distributions – shall have the meaning ascribed to such term in the Advisory Agreement; provided, however, that for purposes of Section 3 only of this Second Amendment to Expense Support Agreement the term shall exclude any Distributions made on Restricted Stock and any other Common Shares held by the Property Manager.

Exit Event – shall mean a Liquidity Event, or a Sale of all or substantially all of the assets of the Company in a single or series of transactions.

Exit Event Consideration – shall mean the Net Sales Proceeds or other consideration to be received or received by the Stockholders in connection with an Exit Event, which may consist in whole or in part of money or other property, including shares of stock in, and/or other securities of, any other corporation or other entity.

Good Reason – shall have the meaning ascribed to such term in the Advisory Agreement.

Invested Capital – shall have the meaning ascribed to such term in the Advisory Agreement; provided, however, that for purposes of this Second Amendment to Expense Support Agreement the term shall exclude Invested Capital, if any, relating to Restricted Stock and any other Common Shares held by the Property Manager.

Liquidity Event – shall have the meaning ascribed to such term in the Advisory Agreement.

Net Sales Proceeds – shall have the meaning ascribed to such term in the Advisory Agreement.

Priority Return – shall have the meaning ascribed to such term in the Advisory Agreement; and for avoidance of doubt, does not included shares of Restricted Stock or any other Common Shares held by the Property Manager.

Restricted Stock – shall have the meaning ascribed to such term in the Expense Support Agreement.

Sale – shall have the meaning ascribed to such term in the Advisory Agreement.

Stockholders – shall have the meaning ascribed to such term in the Advisory Agreement; provided, however, that for purposes of this Second Amendment to Expense Support Agreement the term shall exclude the Property Manager.

2.       Amendment to Section 3 of the Expense Support Agreement . The Parties hereby amend and restate Section 3 of the Expense Support Agreement in its entirety; and Section 3 as amended and restated shall henceforth read as follows:

(a)       Exit Event . Except as otherwise provided in Section 3(b) , below, the Restricted Stock shall vest immediately prior to or upon the occurrence of an Exit Event in which, and only to the extent by which, (A) the sum of (i) the Exit Event Consideration, or other value attributable to the Common Shares of the Stockholders as a result of the Exit Event, plus (ii) total Distributions declared from the Company’s inception through the effective date of the Exit Event, exceeds (B) the sum of (i) Invested Capital, plus (ii) the total Distributions required to pay a Priority Return to the Stockholders from the Company’s inception through the effective date of the Exit Event. All issued and outstanding shares of Restricted Stock that do not so vest in connection with an Exit Event shall be immediately and permanently forfeited.

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(b)       Termination of the Property Manager Agreement .

(1)       Without Cause . In the event the Property Manager Agreement is terminated or not renewed by the Company without Cause prior to an Exit Event, the Restricted Stock will immediately vest as of the effective date of such termination (an “Undue Termination”), provided that, and only to the extent by which, (A) the sum of (i) Board’s most recent determination of net asset value per share of the Common Shares multiplied by the number of Common Shares issued and outstanding and held of record by the Stockholders, plus (ii) total Distributions declared from the Company’s inception through the effective date of the Undue Termination, exceeds (B) the sum of (i) Invested Capital, plus (ii) the total Distributions required to pay a Priority Return to the Stockholders from the Company’s inception through the effective date of the Undue Termination. All issued and outstanding shares of Restricted Stock that do not so vest in connection with an Undue Termination of the Property Manager shall be immediately and permanently forfeited.

(2)       For Cause . In the event the Property Manager Agreement is terminated or not renewed by the Company for Cause prior to an Exit Event, all of the issued and outstanding shares of the Restricted Stock shall be immediately and permanently forfeited.

(3)       Without Good Reason . In the event the Property Manager Agreement is terminated or not renewed by the Property Manager without Good Reason prior to an Exit Event, all of the issued and outstanding shares of the Restricted Stock shall be immediately and permanently forfeited.

(c)      The Board’s good faith determination of the excess amount over the thresholds, and the vesting or forfeiture of the Restricted Stock, in whole or in part, pursuant to Section 3(a) or Section 3(b)(1) , above, shall be final and binding upon the Parties.”

3.       Deletion of 4 of the Expense Support Agreement . The provisions of Section 4 of the Expense Support Agreement have been amended and restated and incorporated into the amendment and restatement of Section 3 , as above, and accordingly, Section 4 of the Expenses Support Agreement is hereby deleted in its entirety; and shall hereafter read as follows:

“4)      [RESERVED]”

4.      Amendment to S ection 5 of the Expense Support Agreement. The Parties hereby amend and restate Section 5 of the Expense Support Agreement in its entirety; and Section 5 as amended and restated shall henceforth read as follows:

“5)      Certain Restrictions Prior to Vesting. Prior to the vesting of the Restricted Stock pursuant to Section 3 , the Property Manager shall not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Restricted Stock or any of the rights relating thereto; and any such transfer or encumbrance or any attempt to transfer or encumber the Restricted Stock or the rights relating thereto shall be wholly ineffective and void ab initio .”

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5.       Terms . All other terms and conditions as contained in the Expense Support Agreement shall remain unchanged and will continue to bind the Parties with respect to the transaction as contemplated therein.

Signature Page Follows.

4

IN WITNESS WHEREOF, the Parties have caused this Second Amendment to Expense Support Agreement to be signed by their respective officers thereunto duly authorized, as of the day and year first above written.

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Exhibit 10.6

Schedule of Omitted Documents

of CNL Healthcare Properties, Inc.

The following management agreements have not been filed as an exhibit pursuant to Instruction 2 of Item 601 of Regulation S-K; these documents are substantially identical in all material respects to Exhibit 10.1 to this Form 8-K:

The following mortgage agreements have not been filed as an exhibit pursuant to Instruction 2 of Item 601 of Regulation S-K; these document are substantially identical in all material respects to Exhibit 10.4 to this Form 8-K:

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