ASSIGNMENT OF OPTION RIGHT 


 


THIS ASSIGNMENT OF
OPTION RIGHT (“Agreement”) is entered into this 24th day of December 2012, by and between the following
parties:


 





	ASSIGNOR:	Pacific Gardens Estates, LLC, an
	 	Oregon limited liability company
	 	c/o Dover Management, Inc.
	 	850 Promontory Place SE
	 	PO Box 3548
	 	Salem OR  97302
	 	 
	And	 
	 	 
	ASSIGNEE:	CHP Tigard, LLC,
	 	a Delaware limited liability company
	 	1920 Main Street, Suite 400
	 	Irvine CA  92614







 


RECITALS:


 


		A.	Assignor, under a written Lease dated September 30, 2000 (the “Lease”) leases from
Tigard Investment Group, LLC (“Landlord”) the skilled nursing facility and certain personal property therein located
at 14145 S.W. 105th Street, Tigard, Oregon, as legally described in Exhibit “A” (said real and personal property
referred to collectively as the “Property”).
	 	 	 



		B.	Assignor entered into an Option Agreement dated April 1, 2010, attached as Exhibit “B”
(the “Option Agreement”) which provides Assignor with the option to purchase the Property (the “Option”)
for an option exercise price of $3,060,000, if exercised between March 1, 2012 and February 28, 2013.
	 	 	 



		C.	Pursuant to that certain Purchase and Sale Agreement dated April 10, 2012, as amended (the “Sale
Agreement”), Pacific agreed to sell to CHP, and CHP agreed to purchase, the Option.
	 	 	 



		D.	The parties wish complete this Assignment and memorialize their agreement in writing.
	 	 	 



NOW, THEREFORE, in
consideration of the mutual promises, representations and warranties of the parties, the parties enter into the following:


A G R E E M E N T:


1.Incorporation of Recitals.
The above Recitals are incorporated herein by reference.


 






    	 



    	 



    
 


2.Purchase Price. Assignee shall
pay to Assignor the sum of $5,140,000 (the “Purchase Price”) in consideration for this Assignment. At Closing, the
following sums will be credited against the Purchase Price:


 





	2.1.	Consideration adjustment to Purchase Price as credit to Assignee:	$60,000
	2.2.	Credit to Assignee for release of deposit funds:	$248,000


  


At Closing, Assignee shall pay directly
to Landlord the sum of $3,060,000, as the Option purchase price less the $100,000 initial deposit made by Assignee.


 


3.Assignment. Assignor hereby
assigns and transfers unto Assignee all of Assignor’s right, title and interest in and to the Option Agreement upon payment
of the Purchase Price.


 


4.Representations and Warranties.
This Assignment is subject to the representations, warranties, disclaimers and other terms and conditions in the Sale Agreement.


 


5.Counterparts. This Agreement
may be executed in counterparts, each of which shall be considered an original and all of which together shall constitute one and
the same Agreement.


 


6.Facsimile or Email Signatures.
The facsimile or email transmission of this signed Agreement shall be the same as delivery of an original. At the request of any
party, the parties shall confirm the facsimile or email transmitted signatures by signing an original document.


 


7.Representation of Counsel.
This Agreement was prepared by Garrett Hemann Robertson P.C. which represents Assignor only in this matter. Assignee is represented
by DLA Piper LLP (US) in this matter. The parties acknowledge that they have had an opportunity to negotiate the terms of this
Agreement and even though this Agreement was drafted by counsel for Assignor, it shall not be construed against any party.


 


 





(Signatures on Following Page)


 



    	 



    	 



    
 







IN WITNESS WHEREOF,
the undersigned have executed the foregoing as of the date first set forth above.


 





	ASSIGNOR:	 
	 	 	 
	Pacific Gardens Estates, LLC,	 
	dba Pacific Health & Rehabilitation	 
	 	 	 
	 	 	 
	By:	/s/ Don R. Bybee	 
	 	Don R. Bybee, Member/Manager	 
	 	 	 
	 	 	 
	By:	 /s/ Kent Emry	 
	 	Kent Emry, Member/Manager	 
	 	 	 
	ASSIGNEE:	 
	CHP Tigard, LLC, a Delaware limited liability company	 
	 	 	 
	By Cornerstone CORE Properties REIT, Inc., 	 
	a Maryland corporation, its Manager	 
	 	 	 
	 	 	 
	By:	 /s/ Kent Eikanas	 
	 	Kent Eikanas, President/	 
		Chief Operating Officer	 




 









    	 



    	 



    
 







EXHIBIT “A”


(Legal
Description)



     

     

    




EXHIBIT “B”