Exhibit 10.1


 


Project Name: Riverglen House of Littleton


Location: 55 Riverglen
Lane, Littleton, NH 03561


FHA No.: 024-43104


 


MODIFICATION, RELEASE, AND ASSUMPTION
AGREEMENT


 


This Modification,
Release, and Assumption Agreement is made as of the 1J111
day of November, 2015, by and between HOUSING & HEALTHCARE
FINANCE, LLC, a Delaware limited liability company, with an address of 2 Wisconsin Circle, Suite 540, Chevy Chase, MD 20815
(the "Lender"), and SUMMIT LITTLETON, LLC, a Delaware limited liability company, with an address of 2 South Pointe
Drive, Suite 100, Lake Forest, CA 92630 (the "New Borrower"), and the owner and purchaser of the property located at
55 Riverglen Lane, Littleton, NH 03561 and covered by the Mortgage (the "Mortgaged Property"), on which FHA Project No.
024-43104, otherwise known as Riverglen House of Littleton (the "Project"), is located. Lender is the holder of that
certain Healthcare Mortgage, Assignment of Leases, Rents and Revenue and Security Agreement recorded on March 26, 2014 with Grafton
County Registry of Deeds at Book 4046, Page 744 (the "Mortgage"), UCC Financing Statement recorded on March 26, 2014
with Grafton County Registry of Deeds at Book 4046, Page 864, (the "UCC"), and the Healthcare Facility Note secured thereby
(the "Note") dated March 27, 2014, originally executed by RIVERGLEN HOUSE OF LITTLETON , L.L.C., a New Hampshire limited
liability company, with an address of 55 Riverglen Lane, Littleton, NH 03561 (herein, the "Original Borrower").


 




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WITNESSETH:


 


In consideration
of the consent of the Secretary of Housing and Urban Development (the "Secretary") and of the Lender to the transfer
of the Project from Original Borrower to New Borrower, and in order to comply with the requirements of the Secretary, the National
Housing Act and the Regulations adopted pursuant thereto, the New Borrower agrees to assume, except as limited below, and be bound
by the Mortgage, UCC, and the Note, and that certain Healthcare Regulatory Agreement - Borrower dated March 27, 2014 and recorded
on March 26, 2014 with Grafton County Registry of Deeds at Book 4046, Page 791, and incorporated into the Mortgage by reference
(the "Regulatory Agreement").


 


The members of the
New Borrower do not assume personal liability for payments due under the Note, UCC, and Mortgage, or for the payments to the reserve
for replacements under the Regulatory Agreement, or for matters not under their control, provided that the members of the New Borrower
shall remain liable under said Regulatory Agreement only with respect to the matters hereinafter stated, namely:


 


(a)         For funds or property of the Project
coming into their hands which, by the provisions thereof, they are not entitled to retain; and


 


(b)         For their own acts and deeds, or
acts and deeds of others which they have authorized in violation of the provisions thereof.


 


The New Borrower
is to be bound by the Mortgage, UCC, Note, and the Regulatory Agreement, subject to the foregoing limitation of personal liability,
from the effective date of this agreement (as hereinafter defined) to the same extent as if it had been an original party to said
instruments. The New Borrower, Summit Littleton, LLC and Kent Eikanas are hereby substituted within and agree to be bound by the
provisions of Section 38 of the Regulatory Agreement.


 


The New Borrower agrees that there shall
be full compliance with the provisions of (1) any laws prohibiting discrimination in housing on the basis of race, sex, color,
creed, national origin, familial status or handicap; and (2) the Secretary's regulations providing for nondiscrimination and equal
opportunity in housing. It is understood and agreed that failure or refusal to comply with
any such provisions shall be a proper basis for the Secretary to take any corrective action he may deem necessary, including, but
not limited to, the rejection of future applications for FHA mortgage insurance and the refusal to enter into future contracts
of any kind with which the New Borrower is identified; and further, the Secretary shall have a similar right of corrective action
with respect to (i) any individuals who are officers, directors, principal stockholders, trustees, managers, partners or associates
of the New Borrower; and (ii) any corporation or any other type of business association or organization with which the officers,
directors, principal stockholders, trustees, managers, partners or associates of the New Borrower may be identified.


 




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It
is agreed that, as transferor of the Mo1igaged Property, Original Borrower shall be and is hereby released from all liability
for obligations and responsibilities under the Note, Mortgage, UCC, and the Regulatory Agreement assumed by New Borrower as the
purchaser, but Original Borrower shall not be released from liability for obligations and responsibilities under the Note, Mortgage,
UCC, and the Regulatory Agreement not expressly assumed by New Borrower as the purchaser, provided however that the Secretary reserves
the right to seek recourse for any violation of the Regulatory Agreement prior to the date of recording of this instrument in the
land records where the Project is located .


 


IN WITNESS WHEREOF,
the undersigned have hereunto executed this Modification, Release, and Assumption Agreement the day and year first above written.


 


This Agreement
shall be effective on the date of recording of this instrument in the land records where the Project is located.


 


(REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK)


 


(SIGNATURES ON FOLLOWING PAGES)


 




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	 	ORIGINAL BORROWER/SELLER/ASSIGNOR:
	 	 
	 	RIVERGLEN HOUSE OF LITTLETON, L.L.C.,
	 	a New Hampshire limited liability company
	 	 	 
	 	By:	/s/ Jason E. Purdy
	 	 	Jason E. Purdy, Manager 


 


COMMONWEALTH OF MASSACHUSETTS


 


SUFFOLK, SS.


On this 9th, day of November 2015, before
me, the undersigned notary public, personally appeared Jason E. Purdy, Manager of Riverglen House of Littleton, L.L.C., proved
to me through satisfactory evidence of identification, being a Vermont driver's license or other state or federal governmental
document bearing a photographic image 0 oath or affirmation of a credible witness known to
me who knows the above signatory, or 0 my own personal knowledge of the identity of the signatory
to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily
for its stated purpose.


 


	 	/s/ Mary Anne Tyler
	 	Mary Anne Tyler, Notary Public
	 	My Commission Expires: November 27, 2020


 





 


Modification. Release & Assumption
Agreement


Signature Page


 




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	 	NEW BORROW ER/ PURC HA SER/ASS IG N EE:
	 	 
	 	SUMMIT LITTLETON, LLC
	 	a Delaware limited liability company
	 	 	 
	 	By:	Summit Healthcare REIT, Inc., 
	 	 	a Maryland corporation,
	 	 	its Manager


 


	 	By:	/s/ Kent Eikanas
	 	 	Kent Eikanas, President


 


STATE OF CALIFORNIA


 


ORGANGE COUNTY, SS.


 


On this                    day
of November 2015, before me the undersigned notary public, personally appeared, Kent Eikanas, as President of Summit Healthcare
REIT, lnc. the Manager of Summit Littleton, LLC, proved to me through sat' factory evidence of identification, being [] a                                                           driver's
license or other state or federal governmental document bearing a photographic image a or affirmation of a credible witness known
to me who knows the above signatory, or 0 y own personal knowledge of the identity of the signatory to be the person whose name
is signed on the preceding or attached document, and acknowledged to me that he / she signed voluntarily for its stated
purpose.


 


	 	 
	 	Notary Signature and seal 
	 	My Commission Expires:


 


M odifi cation, Release & Assumption
Agr eement


Signat ure Pa ge


 


	CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT	CIVIL CODE § 1189


 




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	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


 


	State of California	)
	County of   Orange	)


on 
November 10, 2015 before me, Juli Davenport,
Notary Public


	Date	Here Insert Name and Title of the 0tticer


 


	person appeared–	Kent Eikanas


Name(s) of Signer(s)


 





 



 


who proved to me on the basis
of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed
the same in his/ authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which
the person acted, executed the instrument.


 


		I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
	 
	WITNESS my hand and official seal


 


	 	Signature	/s/ Juli Davenport
	 	Signature of Notary Public


 


	©2014 National Notary Association ·www .NationalNotary.org • 1-800-US NOTARY (1-800-876-6827)	Item #5907


 




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Consented to and approved:


 


HOUSING &
HEALTHCARE FINANCE, LLC


a Delaware limited liability company


 


	By:	/s/ Susana Araoz	 
	Name:  Susana S. Araoz	 
	Title: Authorized Signatory	 


 


(Execution hereof by Housing &
Healthcare Finance, LLC shall become effective only upon the acknowledgement and consent of the U.S. Department of Housing
and Urban Development to this Modification, Release, and Assumption Agreement by signing of its signature page contained in this
instrument).


 


	STATE OF MARYLAND	) 
	COUNTY OF MONTGOMERY	) ss.:


 


On
the               5th
day of November in the year 2015 before me, the undersigned, personally appeared SUSANA S. ARAOZ, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged
to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.


 


	 	
	 	Notary Public
	 	Exp 4.5.2018


 


Modification, Release & Assumption Agreement


Signature Page


 




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Consented and approved:


 


SECRETARY OF HOUSING AND URBAN


DEVELOPMENT, WASHINGTON, D.C.


 


	By:  	/s/ Timothy R. Coon	 


 


Timothy R. Coon, Authorized Agent


Denver Office


Date: November 13,
2015


 


	STATE OF COLORADO	)
	 	) ss:
	COUNTY OF .DENVER	)


 


On
this 13th day of November, 2015, before me, a notary public in and for the jurisdiction
aforesaid, personally appeared Timothy R. Coon who acknowledged that he is the Authorized Agent of the Secretary of
U.S. Department of Housing and Urban Development, acting by and through the Federal Housing Commissioner, and a Supervisory
Account Executive in the Office of Residential Care Facilities, U.S. Department of Housing and Urban Development, and that
he, being authorized to do so by virtue of such office, executed the foregoing instrument on behalf of the Federal Housing
Commissioner, acting for the Secretary of the U.S. Department of Housing and Urban Development.


 


Witness my hand and official seal.


 


	 	 	 	/s/ Tamar S. Beaman
	[SEAL]		 	Notary Public
	 	 	 
	 	 	TAMAR S. BEAMAN
	 	 	
	 	 	(Print Name)


 


	My commission expires:	 	 


 


Modification, Release & Assumption Agreement


Signature Page


 




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