SECOND AMENDMENT TO

PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “ Amendment ”) is made and entered into effective as of the 8 ^th day of May, 2017, GAHC4 SW ILLINOIS SENIOR HOUSING PORTFOLIO, LLC, a Delaware limited liability company (“ Buyer ”), and A&M PROPERTY HOLDING, LLC, an Illinois limited liability company (“ Seller ”) and GARDEN PLACE, LLC, an Illinois limited liability company (the “ Operator ”).

W I T N E S S E T H :

Buyer, Seller and Operator entered into that certain Purchase and Sale Agreement effective as of March 13, 2017 as amended by that certain First Amendment to Purchase and Sale Agreement effective as of April 18, 2017 (collectively, the “ Purchase Agreement ”). Capitalized terms not defined herein shall have the meaning given to them in the Purchase Agreement. Buyer, Seller and Operator desire to amend the Purchase Agreement as herein set forth.

NOW, THEREFORE , for Ten and No/100 Dollars ($10.00) in hand paid and in consideration of the covenants and agreements herein contained, the adequacy and sufficiency of which are hereby acknowledged by the parties, the parties hereto mutually agree as follows:

1.     Due Diligence Period . Section 1(g) of the Purchase Agreement is hereby amended to extend the Due Diligence Period so that it shall end at 6:00 pm pacific time on May 10, 2017.

2.     Full Force and Effect . Except as specifically provided herein, the Purchase Agreement is unchanged and remains in full force and effect.

3.     Counterparts; Facsimile Execution . This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement. This Amendment may be executed and delivered via telephonic or electronic facsimile or PDF transmission.

[Signatures on following page]

IN WITNESS WHEREOF , Buyer and Seller have executed this Agreement effective as of the day and year first set forth above.

THIRD AMENDMENT TO

PURCHASE AND SALE AGREEMENT

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “ Amendment ”) is made and entered into effective as of the 10 ^th day of May, 2017, GAHC4 SW ILLINOIS SENIOR HOUSING PORTFOLIO, LLC, a Delaware limited liability company (“ Buyer ”), and A&M PROPERTY HOLDING, LLC, an Illinois limited liability company (“ Seller ”) and GARDEN PLACE, LLC, an Illinois limited liability company (the “ Operator ”).

W I T N E S S E T H :

Buyer, Seller and Operator entered into that certain Purchase and Sale Agreement effective as of March 13, 2017 (as previously amended, the “ Purchase Agreement ”). Capitalized terms not defined herein shall have the meaning given to them in the Purchase Agreement. Buyer, Seller and Operator desire to amend the Purchase Agreement as herein set forth.

NOW, THEREFORE , for Ten and No/100 Dollars ($10.00) in hand paid and in consideration of the covenants and agreements herein contained, the adequacy and sufficiency of which are hereby acknowledged by the parties, the parties hereto mutually agree as follows:

1.     Property Legal Descriptions . When the parties executed the Purchase Agreement, they did not know with certainty the legal description of the Land, and therefore the parties elected to attach an incomplete Exhibit A to the Purchase Agreement. With the legal description of the Land now known and agree to by the parties, Exhibit A to the Purchase Agreement is hereby deleted and replaced by the Exhibit A attached to this Amendment.

 

2.     Additional Closing Documents/Deliverables . In addition to the documents listed in Section 10(a) of the Purchase Agreement, Seller shall deliver the following at Closing (and the same shall be deemed to be included among the items referenced in Section 14(b) of the Purchase Agreement), provided that the failure of this condition precedent shall not give rise to the right of Purchaser to recover its closing costs following a termination of the Purchase Agreement:

a.     Operating Agreements Amendment : An amendment to Section 9.1 of the operating agreement of each of Seller and Operating in the form previously presented to Purchaser and approved by Purchaser, which amendment removes therefrom the language dissolving the companies upon the “sale or other disposition of substantially all of the assets of the Company and the receipt and distribution of all the proceeds therefrom.”

 

b.     For Garden Place of Columbia :

 

i.     Annexation : Seller will deliver a recordable copy of the annexation ordinance referenced in communications concerning Purchaser’s Objection to Exception #21 of the Title Report, along with any other document required by Title Insurer to fully effectuate the annexation;

 

ii.     Termination of Indemnity :  Seller will deliver a recordable, fully executed original of the draft agreement previously circulated and approved by Purchaser and Title Insurer providing for the termination of Exception # 23 of the Title Report as an encumbrance against the Property; and

 

c.     For Garden Place at Millstadt :

i.     Termination of Utility Rights :  Seller will deliver a fully executed, recordable agreement terminating the utility easement rights referenced in Exception 14 of the Title Report relating to the area located beneath the Facility, in form and substance acceptable to Title Insurer and Purchaser such that Title Insurer will remove same from the commitment; and

 

d.     For Garden Place at Red Bud :

 

i.     Easement Termination :  Seller will deliver a fully executed, recordable release and termination of the easement agreement referenced in Exception 17 of the Title Report in form and substance acceptable to Title Insurer and Purchaser such that Title Insurer will remove same from the commitment, or which terminates the easement to the extent located beneath the Facility constructed on said Property and contains the easement to unimproved portions thereof; and

 

e.     For Reflections at Garden Place : Seller will deliver the fully executed shed encroachment easement agreement in form and substance previously approved by Purchaser.

3.     Full Force and Effect . Except as specifically provided herein, the Purchase Agreement is unchanged and remains in full force and effect.

4.     Counterparts; Facsimile Execution . This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement. This Amendment may be executed and delivered via telephonic or electronic facsimile or PDF transmission.

[Signatures on following page]

IN WITNESS WHEREOF , Buyer and Seller have executed this Amendment effective as of the day and year first set forth above.

FIRST AMENDMENT TO

CLOSING AGREEMENT

THIS FIRST AMENDMENT TO CLOSING AGREEMENT (this “ Amendment ”) is made and entered into effective as of the 10 ^TH day of May, 2017 by and between GAHC4 SW Illinois Senior Housing Portfolio, LLC, a Delaware limited liability company (“ Griffin ”) and CSL-Illinois I, LLC, an Oregon limited liability company (“ CSL ”).

RECITALS

A.    Griffin, A&M Property Holdings, LLC, an Illinois limited liability company (“ Seller ”) and Garden Place, LLC, an Illinois limited liability company (the “ Operator ”) are parties to that certain Purchase and Sale Agreement dated as of March 13, 2017 (as amended, the “ PSA ”) pursuant to which Seller and Operator have agreed to sell to Griffin, and Griffin has agreed to purchase from Seller and Operator, the Real Property Assets (as such term is defined in the PSA), including the five (5) facilities as more particularly described in the PSA.

B.    in conjunction with the PSA, Griffin and CSL entered into that certain Closing Agreement dated as of March 13, 2017 (the “ Closing Agreement ”) pursuant to which the parties stated their desire to reach an agreement regarding the form and substance of certain other documents to be executed and delivered at Closing; and

C.    Griffin and CSL have now reached an agreement on the form and substance of certain documents to be executed at Closing and desire to amend the Closing Agreement to incorporate such documents into the Closing Agreement through this Amendment. Capitalized terms not defined herein shall have the meaning given to them in the Closing Agreement.

NOW, THEREFORE , for Ten and No/100 Dollars ($10.00) in hand paid and in consideration of the covenants and agreements herein contained, the adequacy and sufficiency of which are hereby acknowledged by the parties, the parties hereto mutually agree as follows:

1.     Required Closing Documents . Griffin and CSL hereby agree that the documents listed below and attached to this Amendment as the stated Exhibits are in the form agreed to by the parties and that these forms shall be used in connection with the Closing:

Exhibit A – Master Lease

Exhibit B – Guaranty of Master Lease

Exhibit C – Subordination of Management Agreement

Exhibit D – Security Agreement

 

2.     Full Force and Effect . Except as specifically provided herein, the Closing Agreement is unchanged and remains in full force and effect.

3.     Counterparts; Facsimile Execution . This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement. This Amendment may be executed and delivered via telephonic or electronic facsimile or PDF transmission.

[Signatures on following pages]

CSL SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have duly executed this Amendment on the date and year first above written.

CSL :

By executing this Amendment, the undersigned hereby agrees to be bound by the terms and conditions hereof.

MANAGER :

GRIFFIN SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have duly executed this Amendment on the date and year first above written.

GRIFFIN: