Exhibit 10.2


 


ASSIGNMENT AND ASSUMPTION OF

LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS


 


This Assignment and Assumption of Limited
Liability Company Membership Interests (“Agreement”) is dated April 28, 2015 (the “Effective Date”)
and made by SUMMIT HEALTHCARE OPERATING PARTNERSHIP, a Delaware limited partnership (“Assignor”) and
SUMMIT UNION LIFE HOLDINGS, LLC, a Delaware limited liability company (“Assignee”).


 


The Assignor is the sole Member of Summit
Salem, LLC, Summit Portland, LLC, Summit Lamar, LLC, Summit Monte Vista, LLC, Summit Front Royal, LLC and Summit Myrtle Point,
LLC, each a Delaware limited liability company (each, a “Company” and, collectively, the “Companies”),
holding one hundred percent (100%) of the membership interests in each Company ( the “Membership Interests”).
The Assignor wishes to assign the Membership Interests to the Assignee, and the Assignee wishes to assume the Membership Interests.
The Assignor and the Assignee may be referred to together as “Parties,” with each individually as “Party.”


 


The Parties therefore agree as follows:


 


1.Assignment and Assumption of the
Membership Interests. The Assignor hereby assigns, transfers, delivers, and conveys to the Assignee the Membership Interests.


 


2.Acceptance of Assignment.


 


2.1The Assignee hereby accepts
and assumes the transfer, conveyance, and assignment of the Membership Interests, and the Assignor's obligations and duties relating
to the Membership Interests, with respect to each Company under the Certificate of Formation and Limited Liability Company Agreement
of each Company, and the Limited Liability Company Act of Delaware.


 


2.2The Assignee hereby agrees to
be substituted as a Member of each Company in the Assignor's name, place, and stead as to the Membership Interests, and as such
to succeed to any and all of the Assignor's right, title, and interest whatsoever concerning the Membership Interests on and after
the Effective Date.


 


2.3The Assignee hereby assumes
all of the duties, responsibilities, rights, and covenants to discharge all obligations of the Assignor in the Assignor's capacity
as Member of each Company relating to the Membership Interests so assigned arising from and after the Effective Date (but assumes
no liability for any of the duties, responsibilities, obligations, and liabilities of Assignor under relating to the Membership
Interests arising before the Effective Date).


 


2.4Assignee hereby agrees to be
bound by the terms and conditions of each Company's Limited Liability Company Agreement.


 


3.Representations and Warranties
of Assignor Concerning the Membership Interests. The Assignor represents and warrants to the Assignee each of the following:


 


3.1The Assignor is the sole and
lawful owner of the Membership Interests assigned under this Agreement.


 






    	 



    	 



    

 


3.2The Assignor has the requisite
power and authority to execute, deliver, and perform this Agreement.


 


4.Indemnity. 


 


4.1By Assignee. Assignee, shall
indemnify, defend and hold harmless Assignor from and against all losses, claims, expenses, damages or liabilities of any kind,
including, without limitation, reasonable attorneys’ fees, arising out of or in connection with the Membership Interests
on and after the Effective Date.


 


4.2By Assignor. Assignor shall
indemnify, defend and hold harmless Assignee from and against all losses, claims, expenses, damages or liabilities of any kind,
including, without limitation, reasonable attorneys’ fees, arising out of or in connection with the Membership Interests
prior to the Effective Date.


 


5.Entire Agreement; Amendment.
This Agreement embodies and sets forth the entire agreement and understanding between the Parties relating to the subject matter
hereof. This Agreement merges and supersedes any and all prior discussions, agreements, understandings. representations, conditions,
warranties, covenants, and all other communications between them on or relating to the subject matter of this Agreement. Any amendment,
modification, addendum, or revision of this Agreement is valid only if in writing and signed by the Party to be bound, in which
event there need be no legal consideration therefor.


 


6.Governing Law. The laws of
the State of Delaware govern this Agreement.


 


7.Counterparts; Electronic Signatures.
This Agreement may be executed in multiple counterparts, each of which is to be deemed an original and all of which together are
to be deemed one and the same document. The exchange of copies of this Agreement and of signature pages by electronic transmission
constitutes effective signing and delivery of this Agreement to the Parties, which may be used instead of the original Agreement
for all purposes.


 


[Signatures on Next
Page]


 




    	 



    	 



    

 


The Parties are signing this Agreement as
of the Effective Date.


 


 


 





	ASSIGNOR:	ASSIGNEE:
	 	 
	SUMMIT HEALTHCARE OPERATING PARTNERSHIP, a Delaware limited partnership	SUMMIT UNION LIFE HOLDINGS, LLC, a Delaware limited liability company 
	 	 
	By: SUMMIT HEALTHCARE REIT, INC., a Maryland corporation	By: SUMMIT HEALTHCARE REIT, INC., a Maryland corporation
	Its: General Partner	Its: Manager
	 	 
	 	 
	  By: _/s/ Kent Eikanas__________	  By: _/s/ Kent Eikanas__________
	Kent Eikanas	Kent Eikanas
	President	President
	 	 
	Date:     April
    28, 2015                      	Date:      April
    28, 2015