EX-10.4



 ASSIGNMENT AND ASSUMPTION 

OF 

PURCHASE AND SALE AGREEMENT 
 This Assignment and Assumption of Purchase and Sale Agreement (“Assignment and Assumption”) is made this             
day of June, 2012, by and between SENTIO LEAH BAY LLC, a Delaware limited liability company (“Assignor”) and SENTIO LEAH BAY PORTFOLIO LLC, a Delaware limited liability company ( “Assignee”).

 WHEREAS, Assignor is the current purchaser under that certain Purchase and Sale Agreement dated May 7, 2012, as amended
by that certain First Amendment to Purchase and Sale Agreement dated June             , 2012, copies of which are attached to Schedule A hereto and made a part hereof (collectively,
the “PSA”); and 
 WHEREAS, pursuant to the PSA, sellers, URBANA CARE GROUP LLC, an Illinois limited
liability company, SPRINGFIELD CARE GROUP LLC, an Illinois limited liability company, NORMAL CARE GROUP LLC, an Illinois limited liability company, BRYAN CARE GROUP, LP, a Texas limited partnership, and ERWIN FAMILY
PROPERTIES I, L.L.C., a Washington limited liability company (each a “Seller” and collectively “Sellers”) must consent to this Assignment and Assumption. 

NOW, THEREFORE, pursuant to the terms and conditions of the PSA and in consideration of the mutual covenants and agreements contained
therein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that: 
 1. Assignor hereby sells, assigns, transfers, conveys and delivers to Assignee all of such Assignor’s right, title and interest in and to the PSA (the “Assignment”). 

2. Assignee hereby accepts the Assignment and agrees to assume, effective as of the date of this Assignment and Assumption, and to
thereafter perform and discharge, the responsibilities and obligations of Buyer (as defined in the PSA) under the PSA. 
 3.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto, their respective successors in interest, and their respective permitted assigns. 

4. Sellers are executing this Assignment and Assumption solely to evidence Sellers’ consent to the Assignment. 

5. The construction and performance of this Assignment and Assumption shall be governed by the laws of the State of Illinois without
regard to its principles of conflict of law. 
 6. Delivery of executed counterpart signature pages to this Assignment and
Assumption by facsimile or other electronic transmission shall be effective as delivery of original counterpart signature pages to this Assignment and Assumption. This Assignment and Assumption may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 

  
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 IN WITNESS WHEREOF, the parties have duly executed this Assignment and Assumption as
of the day and year first above written. 
  

					
	ASSIGNOR:
	
	SENTIO LEAH BAY LLC, a Delaware limited liability company
		
	By:	 	 
		 	Name:
		 	Title:
	
	ASSIGNEE:
	
	SENTIO LEAH BAY PORTFOLIO LLC, a Delaware limited liability company
		
		 	SENTIO LEAH BAY LLC, a Delaware limited liability company, its managing member
			
		 	            By: 	 	 
		 		 	Name:
		 		 	Title:
		
		 	ERWIN FAMILY PROPERTIES I, L.L.C., a Washington limited liability company, its non-managing member
			
		 	            By 	 	 
		 		 	Gerald L. Erwin, its manager



  
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 The undersigned Sellers execute this acknowledgement solely to evidence Sellers’ consent to this
Assignment and Assumption: 
  

															
	URBANA CARE GROUP LLC, an Illinois limited liability company	 	 SPRINGFIELD CARE GROUP LLC, an
 Illinois limited liability company

							
		 	By	 	 	 		 		 	By	 	 
		 		 	Craig Spaulding, its manager	 		 		 		 	Craig Spaulding, its manager
		
	 NORMAL CARE GROUP LLC, an Illinois

limited liability company
	 	 BRYAN CARE GROUP, LP, a Texas
 limited partnership

						
		 	By	 	 	 		 		 	 By BCG Texas Group, LLC, a Texas
 limited liability

		 		 	Craig Spaulding, its manager	 		 		 		 	Company, its general partner
								
		 		 		 		 		 		 	By	 	 
		 		 		 		 		 		 		 	Craig Spaulding, Manager
		
	 ERWIN FAMILY PROPERTIES I, L.L.C.,
 a Washington limited liability company
	 	
							
		 	By	 	 	 		 		 		 	
		 		 	Gerald L. Erwin, its manager	 		 		 		 	


  
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 SCHEDULE A