Assignment and Assumption of Purchase and Sale Agreement



 Exhibit 10.1 

ASSIGNMENT AND ASSUMPTION OF 

PURCHASE AND SALE AGREEMENT 

AUBURN 
 THIS
ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this “Assignment”) made as of this 10th day of January, 2014 by and between CHP PARTNERS, LP, a Delaware limited
partnership (the “Assignor”), and CHP AUBURN WA OWNER, LLC, a Delaware limited liability company (the “Assignee”). 

WHEREAS, Auburn Assisted Living LLC, a Washington limited liability company (the “Seller”), and Assignor, as
purchaser, entered into that certain Purchase and Sale Agreement effectively dated as of August 21, 2013, as amended from time to time (the “Purchase Agreement”), regarding the purchase of certain real property located at 945
22nd St. NE, Auburn, Washington, and all improvements and assets contained thereon including the senior living facility, and as fully described in the Purchase Agreement; 

WHEREAS, pursuant to Section 24 of the Purchase Agreement, Assignor has the right to assign its interest in the Purchase Agreement to an
“Affiliate” of Assignor, without the consent or approval of the Seller; and 
 WHEREAS, the Assignee is an Affiliate of Assignor
within the meaning of the Purchase Agreement, and Assignor may therefore assign its interest in the Purchase Agreement to Assignee without the consent or approval of Seller. 

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, Assignor hereby assigns,
transfers, sets over, and conveys unto Assignee, all of Assignor’s rights, privileges, duties and obligations in, to and under the Purchase Agreement, together with all of Assignor’s rights, title and interest in and to the Property
described in said Purchase Agreement, including, without limitation, all earnest money deposits paid pursuant thereto, and all rights, power and privileges conferred by the Purchase Agreement upon Assignor, as purchaser therein, and Assignor hereby
authorizes the Assignees to exercise said rights, powers and privileges in as full a manner as Assignor is authorized to exercise the same. Assignee assumes and covenants to perform all duties and obligations of the Assignor under the Purchase
Agreement, regardless of whether arising before or after the date of this Assignment. 
 This instrument may be signed in counterpart
copies, each of which shall be considered an original and which together shall constitute one and the same instrument. 
 SIGNATURES ON NEXT
PAGE 







 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date first set
forth above. 
  

													
	“ASSIGNOR”	 		 	“ASSIGNEE”
			
	 CHP PARTNERS, LP,

a Delaware limited partnership
	 		 	 CHP AUBURN WA OWNER, LLC,

a Delaware limited liability company

					
	By:	 	 CHP GP, LLC,
 a Delaware limited
liability company,
 its General Partner
	 		 		 	
		 		 		 		 		 	By:	 	 /s/ Tracey B. Bracco

		 		 		 		 		 	Name: Tracey B. Bracco
		 	By:	 	 CNL Healthcare Properties, Inc.,
 a
Maryland corporation, its
 Sole Member
	 		 	Title:   Vice President
							
		 		 	By:	 	 /s/ Tracey B. Bracco
	 		 		 	
		 		 	 Name: Tracey B. Bracco
	 		 		 	
		 		 	 Title:   Vice President
	 		 		 	


  
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