Exhibit 10.2


 


PURCHASE AND
SALE AGREEMENT


 


Between Madison
Creek Partners, LLC and Summit Healthcare, REIT, Inc.


 


for the


 


Creekside,
Calimesa, and Millcreek Properties


 


THIS
PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of this ___8th___ day of February 2021
(the “Effective Date”), by and between MADISON CREEK PARTNERS, LLC, a California limited liability company
(“Seller”), and SUMMIT HEALTHCARE REIT, INC. a Maryland corporation, or its assignee (“Buyer”).


 


1.
Purchase and Sale. On the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer
and Buyer shall purchase from Seller its interest in the real estate properties known as Creekside, Calimesa, and Millcreek, which are
hereinafter referred to collectively as the “Property”:


 


(a)              
The improvements located on each Seller’s Real Property, consisting of the skilled nursing facilities as described in Schedule 1(a)
attached hereto (singularly, a “Facility” and collectively, the “Facilities”),
owned by each respective Seller, as applicable, and all right, title and interest of each Seller in and to the items described in (a)
through (f) herein, as they pertain to such Seller’s Facility;


 


(b)              
All of the real estate on which each Facility is situated, together with all tenements, easements, appurtenances, privileges,
rights of way of ingress and egress, and other rights incident thereto, all building and improvements and any parking lot to such Facility
located thereon situated in the State of California (the “State”), which is described in Exhibit A-1
(the “Yucaipa Calimesa Real Property”), Exhibit A-2 (the “Yucaipa Creekside Real Property”),
and Exhibit A-3 (the “Millcreek Real Property”), attached hereto and made a part hereof by this reference
(collectively, the “Real Property”);


 


(c)              
All of the tangible personal property, inventory, equipment, machinery, vehicles, supplies including drugs and other supplies,
spare parts, furniture, furnishings, warranty claims, contracts and leases (Schedule 8(f)), including but not limited to supply contracts
and contract rights, (except for those which are not being transferred), and all rights and title to the names under which each Facility
operates, mailing lists, customer lists, vendor lists, resident files, books and records owned by the Seller, who may retain copies of
same, and shall have reasonable access to such books and records after the Closing as required for paying taxes and responding to legal
inquiry, and such personal property as described in Schedule 1(c) attached hereto (collectively, the “Personal
Property”);


 


(d)               All
transferable licenses, permits, certifications, assignable guaranties and warranties in favor of each Seller, approvals or
authorizations and all assignable intangible property not enumerated herein which is used by each Seller in connection with
that Seller’s Facility, and all other assets whether tangible or intangible;


 






     


     


    

 


(e)              
All trade names or other names commonly used to identify the Facility and all goodwill associated therewith. The intent of the
parties is to transfer to Buyer only such names and goodwill associated with each Facility itself and not with Seller or any affiliate
of Seller, so as to avoid any interference with the unrelated business activities of Seller; and


 


(f)               
All telephone numbers used in connection with the operation of each Facility, and to the extent not described above, all goodwill
of each Seller associated with each Facility (the items described in clauses (d), (e) and (f) above are collectively referred to as “Intangibles”).


 


2.                 
Excluded Assets. Each Seller’s cash, investment securities, bank account(s) and accounts receivable, and deposits
attributable and relating to the operation of each Facility, and each Seller’s corporate minute books and corporate tax returns,
partnership records, and other corporate and partnership records shall be excluded from each Facility sold by Seller to Buyer hereunder
as well as Seller’s real property not identified in Schedule 1(a) (the “Excluded Assets”).


 


3.                 
Purchase Price; Deposits. The following shall apply with respect to the Purchase Price of the Property:


 


(a)              
The purchase price (the “Purchase Price”) payable by Buyer to Seller for the Property is Twenty Million
Fifty-Five Thousand and 00/100 Dollars ($20,055,000.00), which shall be allocated as agreed to by Buyer and Seller.


 


(b)              
Within two (2) business days after this Agreement is fully executed by the parties, Buyer shall deposit the sum of One Hundred
Thousand and 00/100 Dollars ($100,000.00) as an earnest money deposit (“Initial Deposit”) with Commonwealth
Land Title Insurance Company, at its office at 4100 Newport Place Drive, Suite 120, Newport Beach, California 92660, Attention: Kelly
Ralph (“Title Company” or “Escrow Agent”) and Escrow Agent will deposit it into an
interest-bearing account with the interest for the benefit of Buyer. In addition, if Buyer has not terminated this Agreement on or before
the expiration of the Due Diligence Period (defined below), then Buyer shall deposit with Escrow Agent an additional One Hundred Thousand
and 00/100 Dollars ($100,000.00) (“Additional Deposit”) within two (2) business days following the expiration
of the Due Diligence Period (the Initial Deposit and the Additional Deposit are collectively referred to as the “Deposit”).
Interest earned on the Deposit shall be paid to the party entitled to such amount as provided in this Agreement.


 


(c)              
At Closing, the Deposit shall be credited against the Purchase Price and Buyer shall deposit the balance of the Purchase Price
in Cash to the Escrow Agent.


 


(d)               Buyer
shall not assume or pay, and Seller shall continue to be responsible for, any and all debts, obligations and liabilities of any kind
or nature, fixed or contingent, known or unknown, of Seller not expressly assumed by Buyer in this Agreement. Specifically, without
limiting the foregoing, Buyer shall not assume any obligation, liability, cost, expense, claim, action, suit or proceeding pending
as of or resolved prior to the Closing, nor shall Buyer assume or be responsible for any subsequent claim, action, suit or
proceeding arising out of or relating to any such other event occurring, with respect to the manner in which Seller conducted
its business at the Facilities, on or prior to the date of the Closing Date. In addition, Buyer shall not assume successor liability
obligations related to Medicare, MediCal, HMO or any other third-party payer programs (including any State and County programs) or
be responsible for recoupments, fines, or penalties required to be paid to such parties as a result of the operation of the
Facilities prior to the Closing Date by Seller or Seller’s operating entity (each, and “Operator”,
and collectively, “Operators”).


 






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4.                 
Closing. The closing of the purchase and sale transactions pursuant to this Agreement (“Closing”)
shall occur on the date (the “Closing Date”) that is thirty (30) days after the expiration of the Due Diligence
Period. The Closing shall take place through Seller’s delivery of a grant deed (the “Deed”) for each
Facility and Buyer’s delivery of cash or immediately available funds through an escrow agreement (the “Escrow”)
to be established with the Escrow Agent pursuant to form escrow instructions which shall be modified to be consistent with the terms
and provisions of this Agreement, and which shall be mutually agreed upon by the parties hereto.


 


5.                 
Conveyance. Title to each Facility shall be conveyed to Buyer by the Deed and bill of sale in form agreed to by the parties
prior to the end of the Due Diligence Period, as defined herein. Fee simple indefeasible title to the Real Property and marketable title
to the Personal Property, shall be conveyed from Seller to Buyer or Buyer’s nominee in “AS-IS, WHERE-IS” condition,
free and clear of all liens, charges, easements and encumbrances of any kind, other than:


 


(a)              
Liens for real estate taxes or assessments not yet due and payable;


 


(b)              
The standard printed exceptions included in the PTR, as defined in Section 14(a) herein; unless objected to in writing
by Buyer during the Due Diligence Period;


 


(c)              
Such exceptions that appear in the PTR and that are either waived or approved by Buyer in writing pursuant to Section 14(b)
herein; and


 


(d)              
Liens or encumbrances caused by the actions of Buyer but not those caused by the actions of Seller;


 


The
items described in this Section 5 are sometimes collectively referred to as the “Permitted Exceptions.”


 


6.                 
Buyer’s Due Diligence.


 


(a)              
Buyer shall have forty-five (45) days from the Effective Date to complete Buyer’s Due Diligence (the “Due Diligence
Period”). During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants,
attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively,
the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility to perform its
normal and commercially reasonable due diligence, including, without limitation, the following (collectively, the “Due Diligence
Items”):


 









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(i)                 
 Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each
Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto;


 


(ii)                
Conduct environmental investigations (including a Phase 1 Environmental Audit);


 


(iii)               
Inspection of the physical structure of each Facility;


 


(iv)               
Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein;


 


(v)                
Review of ALTA Surveys, as defined in Section 14 herein, for each Facility;


 


(vi)               
Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to
the Facilities;


 


(vii)             
Review of the Due Diligence Items, as described in Schedule 6(a)(vii) attached hereto, to be provided by Seller within
five (5) business days following the Effective Date;


 


(viii)            
Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance
of the Facilities;


 


(ix)               
Review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall
in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient
records; and


 


(x)                
Review of files maintained by the State relating to the Facilities; and


 


(xi)               
Review of all drawings, plans and specifications and all engineering reports for the Facilities in the possession of or readily
available to Seller; and


 


(xii)              
Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys
(or surveys) that it currently has in its possession.


 


(xiii)             
Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided
to or for employees.


 


Notwithstanding
the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 6(a)(vii)
on or before the time set forth herein, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller
completes such delivery of the Due Diligence Items to Buyer. Any extension of the Due Diligence Period pursuant to this paragraph shall
also extend the Closing Date as agreed by the parties.


 






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(b)              
 Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from
Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions
thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s
Consultants; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken
any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information;
and (iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of
any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information.


 


(c)              
All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior notice.
Reviews, inspections and investigations at the Facilities shall be conducted by Buyer in such manner so as not to disrupt the operation
of the Facilities.


 


(d)              
Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering
each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection
by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental
audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything
to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its
employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation,
attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s
exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not
extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation
of Buyer under this Section 6 shall survive the termination of this Agreement for a period of twelve (12) months. Following
any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities to the condition in which they
existed immediately prior to such audit or inspection.


 


(e)              
If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer
may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement,
and in such event, the Initial Deposit shall be refunded to Buyer, and neither party shall have any further rights and obligations under
this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written
notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s
disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s
request, Buyer shall promptly return or destroy all copies of the Due Diligence Items.


 


(f)                During
the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third-party inspection report with respect to each
Facility (the “Inspection Report”). If the Inspection Report recommends any critical repairs (the
“Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the
same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to
be attached to the Agreement. For the purposes of this Section 6(f), the term “Critical Repairs” means any
observed deficiencies that require action as a result of the following: (i) existing or potentially unsafe (health & safety)
conditions; (ii) material building code violations; and/or (iii) a condition that has the potential to result in, or contribute to,
the failure of a critical element or system failure within one (1) year, or a significant escalation if left uncorrected. Seller
shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the
Closing, at Seller’s sole cost and expense. Seller shall deliver to Buyer a completion letter or similar notice documenting
the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s
contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be
constructed in a workmanlike manner and in accordance with all applicable laws.


 






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7.                 
Prorations; Closing Costs; Possession; Post Closing Assistance.


 


(a)              
There will be no prorations at the Closing, and Operator and Buyer’s operator, its successors or assigns shall address the
proration of all taxes, costs and expenses relating to the Facility pursuant to the OTA (as defined in Section 12(a)(v) below.


 


(b)              
Seller shall pay any state, county and local transfer taxes arising out of the transfer of each Real Property.


 


(c)              
Seller and Buyer shall split the cost of the standard owner’s title insurance policy, as described in this Agreement. Seller
and Buyer shall split the cost of any lender’s policy for Buyer’s lender, any title endorsements requested by Buyer and its
lender and the cost of updating or obtaining new Surveys. Seller and Buyer shall split the fees of Escrow Agent. All other costs associated
with title and survey matters shall be paid in accordance with San Bernardino County.


 


(d)              
Buyer and Seller shall each pay their own attorney’s fees. Buyer shall pay for all costs of review of the Due Diligence
Items and its additional due diligence inspection costs including, without limitation, the cost of any environmental reports.


 


(e)              
On the Closing Date, Operator shall transfer possession of the Facility to Buyer’s operator pursuant to the OTA.


 


8.                 
Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer that:


 


(a)               
Legality.


 


(i)                 Organization,
Corporate Powers, Etc. Each Seller is duly organized, validly existing and in good standing under the laws of the State of
California. Each Seller has the full power, authority and legal right (A) to execute and deliver, and perform and observe the
provisions of this Agreement and each Transaction Document, as defined herein, to which it is a party, (B) to transfer good,
indefeasible title to the Property to Buyer free and clear of all liens, claims and encumbrances except for Permitted Exceptions (as
defined in Section 5 hereof), and (C) to carry out the transactions contemplated hereby and by such other
instruments to be carried out by such party.


 






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(ii)             
Due Authorization, Etc. This Agreement and the Closing Documents (collectively the “Transaction Documents”)
have been, and each instrument provided for herein or therein to which Seller is a party will be, when executed and delivered as contemplated
hereby authorized, executed and delivered by Seller and the Transaction Documents constitute, and each such instrument will constitute,
when executed and delivered as contemplated hereby, legal, valid and binding obligations of Seller and enforceable in accordance with
their terms.


 


(iii)           
Governmental Approvals. To the best of each Seller’s knowledge, no consent, approval or other authorization (other
than corporate or other organizational consents which have been obtained), or registration, declaration or filing with, any court or
governmental agency or commission is required for the due execution and delivery of any of the Transaction Documents to which Seller
is a party or for the validity or enforceability thereof against such party other than the recording or filing for recordation of the
Deed in a form acceptable to Buyer and Seller, which recordings shall be accomplished at Closing.


 


(iv)            
Other Rights. No right of first refusal, option or preferential purchase or other similar rights are held by any person
with respect to any portion of the Property.


 


(v)              
No Litigation. Except as set forth on Schedule 8(a)(v) attached hereto, neither Seller nor its registered agent
for service of process has been served with summons with respect to any actions or proceedings pending or, to Seller’s actual knowledge,
no such actions or proceedings are threatened, against Seller before or by any court, arbitrator, administrative agency or other governmental
authority, which (A) individually or in the aggregate, are expected, in the reasonable judgment of Seller, to materially and adversely
affect Seller’s ability to carry out any of the transactions contemplated by any of the Transaction Documents or (B) otherwise
involve any portion of the Property including, without limitation, the Facilities.


 


(vi)            
No Conflicts. Neither the execution and delivery of the Transaction Documents to which Seller is a party, compliance with
the provisions thereof, nor the carrying out of the transactions contemplated thereby to be carried out by such party will result in
(A) a breach or violation of (1) any material law or governmental rule or regulation applicable to Seller now in effect, (2) any provision
of any of Seller’s organizational documents, (3) any material judgment, settlement agreement, order or decree of any court, arbitrator,
administrative agency or other governmental authority binding upon Seller, or (4) any material agreement or instrument to which Seller
is a party or by which Seller or its respective properties are bound; (B) the acceleration of any obligations of Seller; or (C) the creation
of any lien, claim or encumbrance upon any properties or assets of Seller.


 


(b)              
Property.


 


As
of the Effective Date and the Closing Date, except as set forth on Schedule 8(b):


 






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(i)                
 Seller has no actual knowledge of and has not received any notice of outstanding deficiencies or work orders of any authority
having jurisdiction over any portion of the Property;


 


(ii)             
Seller has no actual knowledge of and has not received any notice of any claim, requirement or demand of any licensing or certifying
agency supervising or having authority over the Facility to rework or redesign it in any material respect or to provide additional furniture,
fixtures, equipment or inventory so as to conform to or comply with any law which has not been fully satisfied;


 


(iii)           
Seller has not received any notice from any governmental authority of any material violation of any law applicable to any portion
of the Real Property or to the Facilities;


 


(c)              
Condemnation. There is no pending or, to the actual knowledge of Seller, threatened condemnation or similar proceeding
or assessment affecting the Real Property, nor, to the actual knowledge of Seller, is any such proceeding or assessment contemplated
by any governmental authority.


 


(d)               Hazardous
Substances. Except as disclosed on Schedule 8(d), which includes a list of all environmental reports provided by
Seller to Buyer in connection with this Agreement (the “Seller Environmental Reports”), to Seller’s
actual knowledge, there has been no production, storage, manufacture, voluntary or involuntary transmission, use, generation,
treatment, handling, transport, release, dumping, discharge, spillage, leakage or disposal at, on, in, under or about the Real
Property of any Hazardous Substances by Seller, or any affiliate or agent thereof, or any other party, except in strict compliance
with all applicable Laws. To Seller’s actual knowledge and except as disclosed on Schedule 8(d), there are no Hazardous
Substances at, on, in, under or about the Real Property in violation of any Law, and to Seller’s actual knowledge, there is no
proceeding or inquiry by any federal, state or local governmental agency with respect thereto. For purposes of this Agreement,
“Hazardous Substances” shall mean any hazardous or toxic substances, materials or wastes, including,
without limitation, those substances, materials and wastes listed in the United States Department of Transportation Table (49 CFR
172.1 01) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302 and amendments thereto) or such
substances, materials and wastes which are or become regulated under any applicable local, state or federal law (collectively,
“Laws”), including, without limitation, any material, waste or substance which is (i) a hazardous
waste as defined in the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. § 6901 et seq.); (ii) a pollutant
or contaminant or hazardous substance as defined in the Comprehensive Environmental Response. Compensation and Liability Act of
1980, as amended (42 U.S.C. § 9601 et seq.); (iii) a hazardous substance pursuant to § 311 of the Clean Water Act (33
U.S.C. § 1251, et seq., 33 U.S.C. § 1321) or otherwise listed pursuant to § 307 of the Clean Water Act (33 U.S.C.
§ 1317); (iv) a hazardous waste pursuant to § 1004 of the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et
seq.); (v) polychlorinated biphenyls (PCBs) as defined in the Federal Toxic Substance Control Act, as amended (15 U.S.C. § 2501
et seq.); (vi) hydrocarbons, petroleum and petroleum products; (vii) asbestos; (viii) formaldehyde or medical or biohazardous waste;
(ix) radioactive substances; (x) flammables and explosives; (xi) any state statutory counterparts to those federal statutes listed
herein; or (vii) any other substance, waste or material which could presently or at any time in the future require
remediation at the behest of any governmental agency. Any reference in this definition to Laws shall include all rules and
regulations which have been promulgated with respect to such Laws.


 






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(e)              
Brokers. Neither Seller nor Buyer has dealt with any broker or finder in connection with the transactions contemplated
hereby. Each party represents and warrants to the other party that it has not dealt with any other broker, salesman, finder or consultant
with respect to this Agreement or the transactions contemplated hereby. Each party agrees to indemnify, protect, defend, protect and
hold the other party harmless from and against all claims, losses, damages, liabilities, costs, expenses (including reasonable attorneys’
fees and disbursements) and charges resulting from such indemnifying party’s breach of the foregoing representation. The provisions
of this Section 8(e) shall survive the Closing or earlier termination of this Agreement.


 


(f)               
Leases and Contracts. Schedule 8(f) is a list of all Leases and Contracts relating to the Facilities to which
Seller is a party or by which Seller may be bound. Seller has made or will promptly make available to Buyer true, complete and accurate
copies of all Leases and Contracts including, without limitation, any modifications thereto. All of the Leases and Contracts are in full
force and effect without claim of material default there under, and, except as may be set forth on Schedule 8(f).


 


(g)              
Financial Statements. Schedule 8(g) contains (i) the balance sheets of each Seller and each Operator for the
last three (3) fiscal years ending prior to the date of this Agreement (audited if available and unaudited to the extent audited statements
are not available) and the unaudited balance sheets for each of the past three (3) fiscal quarters completed prior to the date of this
Agreement, and (ii) the related consolidated statements of income, results of operations, changes in members’ equity and changes
in financial position with respect to each such period as compared with the immediately prior period (collectively, the “Financial
Statements”). The Financial Statements taken as a whole (A) fairly present the financial condition and results of operation
of each Seller and each Operator for the periods indicated, (B) are true, accurate, correct and complete in all material respects, and
(C) except as stated in Schedule 8(g) (or in the notes to the Financial Statements) have been prepared in accordance with
the Seller’s tax basis reporting, as consistently applied. Except as disclosed in Schedule 8(g), or otherwise disclosed
in writing to Buyer, to Seller’s actual knowledge neither Seller, as to any Facility, nor any Facility is obligated for or subject
to any material liabilities, contingent or absolute, and whether or not such liabilities would be disclosed in accordance with tax basis
reporting, and Schedule 8(g) sets forth all notes payable, other long term indebtedness and, to Seller’s actual knowledge,
all other liabilities to which the Facilities and the Real Property are or at Closing (and following Closing) will be subject, other
than new indebtedness obtained by Buyer in connection with its purchase of the Property. Seller has received no notice of default under
any such instrument.


 


(h)              
Interests in Competitors, Suppliers and Customers. Except as set forth on Schedule 8(h), or in Schedule 1(a)
as constituting a part of the Facilities, Seller does not have any interest in any property used in the operation of, or holds an
interest in, any competitor, supplier or customer of Seller or the Facilities.


 






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(i)                
 No Foreign Persons. Neither Seller nor its members is a foreign person within the meaning of Sections 897 or 1445 of the
Code, nor is Seller a U.S. Real Property Holding Company within the meaning of Section 897 of the Code.


 


(j)                
Licensure. As of the date hereof, except as set forth on Schedule 8(j) attached hereto, there is no action
pending or, to the actual knowledge of Seller, recommended by the appropriate state agency to revoke, withdraw or suspend any license
to operate the Facilities, or certification of the Facilities, or any material action of any other type with regard to licensure or certification.
Each Facility is operating and functioning as a skilled nursing facility without any waivers from a governmental agency affecting such
Facility except as set forth in Schedule 8(j), and is fully licensed for a skilled nursing facility by the State for the
number of beds and licensure category set forth in Schedule 1(a) hereto. Schedule 8(j) attached hereto contains
a complete and accurate list of all life safety code waivers or other waivers affecting each Facility.


 


(k)              
Regulatory Compliance.


 


(i)                
Each Seller has duly and timely filed all reports and other items required to be filed (collectively, the “Reports”)
with respect to any cost based or other form of reimbursement program or any other third party payor (including without limitation, medically
indigent assistance, Medicare, MediCal, Blue Cross, Blue Shield, any health maintenance, preferred provider, independent practice or
other healthcare related organizations, peer review organizations, or other healthcare providers or payors) (collectively, “Payors”)
and have timely paid all amounts shown to be due thereon. At the time of filing, to each Seller’s actual knowledge, each Report
was true, accurate and complete. To Seller’s actual knowledge, all rights and obligations of the Facilities or Seller under such
Reports are accurately reflected or provided for in the Financial Statements.


 


(ii)             
Except as set forth in Schedule 8(k) attached hereto, (A) neither Seller nor, to Seller’s knowledge, any Operator
is delinquent in the payment of any amount due under any of the Reports for the Facilities, (B) there are no written or threatened proposals
by any Payors for collection of amounts for which Seller or any Facility could be liable, (D) there are no current or pending claims,
assessments, notice, proposal to assess or audits of Seller or any Operator or any Facility with respect to any of the Reports, and,
to Seller’s actual knowledge, no such claims, assessments, notices, or proposals to assess or audit are threatened, and (D) neither
Seller, nor any Operator has executed any presently effective waiver or extension of the statute of limitations for the collection or
assessment of any amount due under or in connection with any of the Reports with respect to any Facility.


 


(iii)            Except
as set forth in Schedule 8(k) attached hereto, no Seller or Operator has received notice of failure to comply with all
applicable Laws, settlement agreements, and other agreements with any state or federal governmental body relating to or regarding
any Facility (including all applicable environmental, health and safety requirements), and Seller or the Operator has and maintains
all permits, licenses, authorizations, registrations, approvals and consents of governmental authorities and all health facility
licenses, accreditations, Medicare, Medicaid and other Payor certifications necessary for its activities and business including the
operation of each Facility as currently conducted. Each health facility license, Medicare, Medicaid and other Payor certifications,
Medicaid provider agreement and other agreements with any Payors is in full force and effect without any waivers of any kind
(except as disclosed in Schedule 8(k)) and has not been amended or otherwise modified, rescinded or revoked or assigned
nor, to Seller’s actual knowledge, (A) is there any threatened termination, modification, recession, revocation or assignment
thereof, (B) no condition exists nor has any event occurred which, in itself or with the giving of notice, lapse of time or both
would result in the suspension, revocation, termination, impairment, forfeiture, or non-renewal of any governmental consent
applicable to Seller or to any Facility or of any participation or eligibility to participate in any Medicare, Medicaid or other
Payor program and (C) there is no claim that any such governmental consent, participation or contract is not in full force and
effect.


 






    10


     


    

 


(l)                
Regulatory Surveys. Seller shall deliver to Buyer, in the manner required pursuant to the terms of this Agreement, complete
and accurate copies of the survey or inspection reports made by any governmental authority with respect to each Facility during the calendar
years 2017, 2018, 2019 and year-to-date 2020. To the best of Seller’s knowledge, after diligent investigation, and except as shown
on Schedule 8(l), all exceptions, deficiencies, violations, plans of correction or other indications of lack of compliance
in such reports have been fully corrected and there are no bans or limitations in effect, pending or threatened with respect to admissions
to any Facility nor any licensure curtailments in effect, pending or threatened with respect to any Facility. Seller shall continue to
deliver all such surveys, inspection reports as and when same are received and/or filed as the case may be prior to the Closing.


 


(m)            
Licensed Bed/Current Rate Schedule. As of the Effective Date, Schedule 8(m) sets forth (i) the number
of licensed beds and the number of operating beds in the Facility, (ii) the current standard private rates charged by each Facility
to all of its residents, and (iii) the number of beds or units presently occupied in, and the occupancy percentage at, the Facility,
including the current rates charged by each Facility for each such occupied bed or unit. Neither Seller nor any Operator has any life
care arrangement in effect with any current or future resident.


 


(n)              
Operations. Each Facility is adequately equipped, and each Facility includes sufficient and adequate numbers of furniture,
furnishings, equipment, consumable inventory, and supplies to operate such Facility as each is presently operated by Seller. Personal
Property used to operate each Facility and to be conveyed to Buyer is free and clear of liens, security interests, encumbrances, leases
and restrictions of every kind and description, except for Permitted Encumbrances and any liens, security interests and encumbrances
to be released at Closing.


 


(o)              
No Misstatements, Etc. To the best of Seller’s knowledge, neither the representations and warranties of Seller stated
in this Agreement, including the Exhibits and the Schedules attached hereto, nor the Due Diligence Items or any certificate or instrument
furnished or to be furnished to Buyer by Seller in connection with the transactions contemplated hereby, contains or will contain any
untrue or misleading statement of a material fact.


 


(p)               Supplementation
of Schedules; Change in Representations and Warranties. Seller shall have the continuing right and obligation to supplement and
amend the Schedules herein on a regular basis including, without limitation, Schedule 8(g), and Seller’s
warranties and representations required hereunder, as necessary or appropriate (i) in order to make any representation or
warranty not misleading due to events, circumstances or the passage of time or (ii) with respect to any matter hereafter arising or
discovered up to and including the Closing Date, but Buyer shall not be deemed to have approved such supplemental Schedules unless
Buyer expressly acknowledges approval of same in writing. In the event Seller amends any such Schedules, or Buyer or Seller gains
actual knowledge prior to the Closing that any representation or warranty made by the other party contained in this Section 8
is otherwise untrue or inaccurate, such party shall, within five (5) days after gaining such actual knowledge but in any event prior
to the Closing, provide the other party with written notice of such inaccuracy, whereupon the noticed party shall promptly commence,
and use its best efforts to prosecute to completion, the cure of such matter, to the extent any such matter is curable. If any such
matter is not curable within reason and is material, in Buyer’s reasonable business judgment, Buyer shall have the right to
terminate this Agreement upon written notice to Seller within five (5) business days of receipt or delivery of such notice, as
applicable, on the same basis as set forth in Section 13(a) if during the Due Diligence Period and in Section 13(b)(ii)
herein if after expiration of the Due Diligence Period.


 






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(q)              
Survival of Representations and Warranties; Updates. The representations and warranties of Seller in this Agreement shall
not be merged with the Deeds at the Closing and shall survive the Closing for the period of two (2) years provided such warranties shall
be deemed made as of the date provided.


 


9.                 
Representations and Warranties of Buyer. Buyer hereby warrants and represents to Seller that:


 


(a)              
Organization, Corporate Powers, Etc. Buyer is a corporation, validly existing and in good standing under the laws of the
State of Maryland, and is duly qualified and in good standing in each other state or jurisdiction in which the nature of its business
requires the same except where a failure to be so qualified does not have a material adverse effect on the business, properties, condition
(financial or otherwise) or operations of that person. Buyer has full power, authority and legal right (i) to execute and deliver, and
perform and observe the provisions of this Agreement and each Transaction Document to which it is a party, and (ii) to carry out the
transactions contemplated hereby and by such other instruments to be carried out by Buyer pursuant to the Transaction Documents.


 


(b)              
Due Authorization, Etc. The Transaction Documents have been, and each instrument provided for herein or therein to which
Buyer is a party will be, when executed and delivered as contemplated hereby, duly authorized, executed and delivered by Buyer and the
Transaction Documents constitute, and each such instrument will constitute, when executed and delivered as contemplated hereby, legal,
valid and binding obligations of the Buyer enforceable in accordance with their terms.


 


(c)              
Governmental Approvals. To Buyer’s actual knowledge, no consent, approval or other authorization (other than corporate
or other organizational consents which have been obtained), or registration, declaration or filing with, any court or governmental agency
or commission is required for the due execution and delivery of any of the Transaction Documents to which Buyer is a party or for the
validity or enforceability thereof against such party.


 









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(d)              
 No Conflicts. Neither the execution and delivery of the Transaction Documents to which Buyer is a party, compliance with
the provisions thereof, nor the carrying out of the transactions contemplated thereby to be carried out by such party will result in
(i) a breach or violation of (A) any material law or governmental rule or regulation applicable to Buyer now in effect, (B) any
provision of any Buyer’s organizational documents, (C) any material judgment, settlement agreement, order or decree of any
court, arbitrator, administrative agency or other governmental authority binding upon Buyer, or (D) any material agreement or instrument
to which Buyer is a party or by which Buyer or its respective properties are bound; (ii) the acceleration of any obligations of
Buyer; or (iii) the creation of any lien, claim or encumbrance upon any properties or assets of Buyer.


 


(e)              
No Misstatements, Etc. To Buyer’s actual knowledge, neither the representations and warranties of Buyer stated in
this Agreement, including the Exhibits and the Schedules attached hereto, nor any certificate or instrument furnished or to be furnished
to Seller by Buyer in connection with the transactions contemplated hereby, contains or will contain any untrue or misleading statement
of a material fact.


 


(f)               
Survival of Representations and Warranties; Updates. The representations and warranties of Buyer in this Agreement shall
not be merged with the Deeds at the Closing and shall survive the Closing for the period of two (2) years.


 


10.             
Covenants of Seller. Seller covenants with respect to the Facilities as follows:


 


(a)              
Pre-Closing. Between the date of this Agreement and the Closing Date, except as contemplated by this Agreement or with
the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed:


 


(i)                
Seller shall operate the Facilities diligently or use its best efforts to cause each Operator to operate the Facilities diligently,
in accordance with the its obligations under its lease or other arrangement with Seller, and only in the ordinary course of business
and consistent with past practice.


 


(ii)             
Seller shall not make any material change in the operation of any Facility, or shall use its best efforts to prevent Operator
from making any material change in the operation of any Facility, and shall not sell or agree to sell, or shall prevent Operator from
selling, any items of machinery, equipment or other assets of the Facility, or otherwise enter into any agreement affecting any Facility,
except in the ordinary course of business;


 


(iii)           
Seller shall not enter, or shall use its best efforts to prevent Operator from entering into any Lease or Contract or commitment
affecting any Facility, except for Leases or Contracts entered into in the ordinary course of business;


 


(iv)            
During normal business hours and consistent with Section 6(c) herein, Seller shall provide Buyer or its designated
representative with access to the Facility upon prior notification and coordination with Seller and Operator; provided, Buyer shall not
materially interfere with the operation of any Facility. At such times, Seller and/or the Operator shall permit Buyer to inspect the
books and records of each Facility;


 









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(v)              
 Within five (5) business days following the execution of this Agreement by the parties, Seller shall deliver to Buyer the due
diligence items described on the Due Diligence List attached hereto as Schedule 6(a)(vii) (the “Due Diligence
Items”); provided, in the event certain Due Diligence Items (“Unavailable Items”) are not readily
accessible to Seller, Seller may identify the Unavailable Items by written notice to Buyer within such five (5) business day period
and shall use its best efforts to deliver all Unavailable Items to Buyer as promptly as possible, but in no event more than ten (10)
business days following the execution of this Agreement. If Buyer requests additional items not included on Schedule 6(a)(vii),
it will do so by written request delivered by Seller and Seller will use its best efforts to provide such information within five (5)
business days within receipt of the request; and, provided further, Seller shall continue to cause Operator to deliver to Buyer, following
the expiration of the Due Diligence Period, financial reports showing, among other things, the EBITDAR (defined below) for the Facilities
for the trailing twelve (12) month annualized operations for any given period. The term “EBITDAR” means “earnings
before interest, taxes, depreciation, amortization and rent and reserves (reserves meaning additions to capital reserves).”


 


(vi)            
Seller shall not move, or shall use its best efforts to prevent Operator from, moving residents from any Facility, except (a)
to any other Facility which is owned by Seller and constitutes part of the Property as defined herein, (b) for health treatment purposes
or otherwise at the request of the resident, family member or other guardian or (c) upon court order or the request of any governmental
authority having jurisdiction over such Facility;


 


(vii)           
Seller shall retain the services and goodwill of the employees of Seller until the Closing, or shall use commercially reasonable
efforts to cause the Operator to do the same;


 


(viii)           
Seller shall maintain in force, or shall cause each Operator to maintain in force, the existing hazard and liability insurance
policies, or comparable coverage, for each Facility as are in effect as of the date of this Agreement;


 


(ix)             
Seller shall, and shall cause the Operator, to file all returns, reports and filings of any kind or nature, including but not
limited to, cost reports referred to in this Agreement, required to be filed by Seller and/or Operator on a timely basis and shall timely
pay all taxes or other obligations and liabilities or recoupments which are due and payable with respect to each Facility in the ordinary
course of business with respect to the periods Seller operated each Facility;


 


(x)              
Seller shall, or shall cause each Operator, (a) to maintain all required operating licenses in good standing, (b) operate each
Facility in accordance with its current business practices and (c) promptly notify Buyer in writing of any notices of material violations
or investigations received from any applicable governmental authority;


 


(xi)            
Seller shall make, or shall cause each Operator to make, all customary repairs, maintenance and replacements required to maintain
its Facility in substantially the same condition as on the date of Buyer’s inspection thereof, ordinary wear and tear excepted;


 









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(xii)         
 Seller shall promptly notify Buyer in writing of any Material Adverse Change, as defined herein, of which Seller becomes aware
in the condition or prospects of the Facilities including, without limitation, sending Buyer copies of all surveys and inspection reports
of all governmental agencies received after the date hereof and prior to Closing, promptly following receipt thereof by the Seller or
Operator. For purposes of this Agreement, a “Material Adverse Change” shall mean: (i) a decrease in the adjusted
rolling twelve (12) month EBITDAR, inclusive of a $400 per bed reserve for capital expenditures and a 5% management fee, to less than
Two Million Nine Hundred Thousand and 00/100 Dollars ($2,900,000.00), cumulatively, or (ii) loss of licensure, or (iii) loss of Medicare
or MediCal participation, or (iv) any adverse action by a governmental agency which, with the passage of time, would reasonably be expected
to materially affect in a negative manner licensure at any Facility, or any adverse action in any Facility which would reasonably be
expected to materially affect in a negative manner such Facility’s participation or eligibility to participate in any Medicare,
Medicaid, or other Payor program, unless appropriate corrective action has been taken by the Seller, in the ordinary course of business,
or (v) failure to settle with the appropriate governmental authority, or to satisfy on or before the Closing (either directly with such
governmental authority or by funds escrowed by Seller for such purposes) all claims for reimbursements, recoupments, taxes, fines or
penalties which may be due to any governmental authority having jurisdiction over any Facility, or (vi) the occurrence of a title or
survey defect occurring after the date of this Agreement which would reasonably be expected to adversely affect the ability of Buyer
to operate a skilled nursing facility at its respective Facility or to obtain financing for such Facility, or (vii) the commencement
of any third party litigation which interferes with Seller’s ability to close the transactions contemplated by this Agreement,
or (viii) any damage, destruction or condemnation affecting any Facility in which the estimate of damage exceeds $100,000 per Facility
and such damage or destruction has not been repaired, or Buyer as not otherwise waived such condition prior to Closing. In the event
of any occurrence described in clause (iv) above, Seller shall deliver a copy of the Plan of Correction or otherwise notify Buyer in
writing of the planned action, and such Plan of Correction or other corrective action which has been approved by the applicable regulatory
agency or agencies.


 


(xiii)        Seller
agrees to remedy, or shall cause each Operator to remedy, any compliance deficiency cited in any written notice from, or in any
settlement agreement or other Plan of Correction or other agreement with, any state or federal governmental body, or in the event of
state or federal proceedings against any Operator or the Seller or any Facility, or receipt by any Seller of such notice prior to
the Closing Date, of any condition which would affect the truth or accuracy of any representations or warranties set forth in this
Agreement by Seller; provided, however, in the event a physical plant deficiency is cited which Seller has insufficient time to
remedy before the Closing Date, in accordance with the approval of the appropriate state or federal agency, then the same shall be
deemed remedied when the costs of correcting said deficiency (based upon reasonable estimates from established vendors selected by
Seller and Buyer and approved by Seller and by Buyer, in its sole and absolute discretion) shall be held back in the Escrow at the
Closing and not released to Seller until such deficiency is corrected by Seller; and, provided further, a non-physical plant
deficiency which cannot be remedied prior to the Closing, in accordance with the approval of the appropriate state or federal
agency, will be deemed to be remedied for purposes of this Section if such Seller develops a Plan of Correction addressing the
deficiency(ies) and such Plan of Correction is approved by the applicable State agency. Seller shall use its best efforts to remedy
any such deficiency subsequent to the Closing which is to be remedied as a result of a Plan of Correction filed by Seller
prior to the Closing, and Buyer shall cooperate with such efforts by Seller; provided, Seller shall bear all costs associated with
such remedy. In the event any such Plan of Correction agreed to by Seller prior to the Closing is not approved by the applicable
State agency subsequent to Closing, Seller shall amend the Plan of Correction in such a manner that is necessary to obtain
acceptance by the State of the amended Plan of Correction as soon as practicable after submittal. Notwithstanding any other
provision of this Agreement, the obligation of Seller pursuant to this Subsection 10(a)(xiii) shall survive the Closing
for such period of time as is necessary to remedy such deficiency.


 






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(xiv)          
Seller shall, at its cost and on or before Closing, obtain payoffs or other lender documentation required to obtain timely releases
of financing statements and tax and judgment liens affecting or relating to each Facility which have been filed or recorded in the State
with the Office of the Secretary of State and the appropriate County Recorder’s Office.


 


(xv)          
Seller shall promptly comply with any notices of violations received relating to each Facility and shall deliver to Buyer a copy
of any such notice received and evidence of compliance with such notice.


 


(xvi)        
Seller shall complete the Critical Repairs in accordance with Section 6(f) of this Agreement.


 


(b)              
Closing. On or before the Closing Date, Seller shall deliver the following documents to Escrow Agent relating to the Facilities
(“Closing Documents”):


 


(i)               
One (1) original executed Deed for each Facility, in recordable form;


 


(ii)             
Two (2) original executed counterparts of the bill of sale for the Personal Property (“Bill of Sale”),
and an assignment of Seller’s interest in the Intangibles (“Assignment of Intangible Property”);


 


(iii)           
One (1) original of the executed Repair Completion Notice for each Facility, as applicable, to the extent not previously delivered
to Buyer.


 


(iv)            
One (1) original executed certificate executed by Seller confirming that Seller’s representations and warranties continue
to be true and correct in all material respects, or stating how such representations and warranties are no longer true and correct (“Seller’s
Confirmation”);


 


(v)              
All contractor’s and manufacturer’s guaranties and warranties, if any, in Seller’s possession relating to each
Facility (collectively, the “Warranties”), which delivery will be made by leaving such materials at the Facility;
and


 


(vi)            
Non-Foreign Status Certification. Seller shall deliver to Escrow Agent a certification duly executed by Seller under penalty
of perjury in the form required by the Title Company ("Non-Foreign Status Certification") certifying that Seller
is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended.


 






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(vii)         
 Form 593-C. Seller shall deliver to Escrow Agent a California Form 593-C (Real Estate Withholding Certificate)
or its then-current equivalent (the "Form 593"), duly executed by Seller.


 


(viii)       
Termination of Existing Operator Lease. Seller shall deliver to Buyer written evidence that each of the existing leases
with the Operators (each, an “Existing Facility Lease”, and collectively, the “Existing Facility
Leases”) for each respective Facility shall be terminated effective as of the Closing Date.


 


(ix)           
Two (2) original executed counterparts of each of the FIRPTA Certificate, escrow agreements, owner’s affidavits and other
documents required by the Title Company in connection with the transactions contemplated by this Agreement (collectively, the “Title
Company Documents”).


 


11.             
Covenants of Buyer. Buyer hereby covenants as follows:


 


(a)              
Pre-Closing. Between the date hereof and the Closing Date, except as contemplated by this Agreement or with the consent
of Seller, Buyer agrees that Buyer shall not take any action inconsistent with its obligations under this Agreement or which could hinder
or delay the consummation of the transaction contemplated by this Agreement. Between the date hereof and the Closing Date, Buyer agrees
that Buyer shall not (i) make any commitments to any governmental authority, (ii) enter into any agreement or contract with any governmental
authority or third parties, or (iii) alter, amend, terminate or purport to terminate in any way any governmental approval or permit affecting
the Real Property, Personal Property or Facility, which would be binding upon Seller, any Real Property Owner, the Facility or Personal
Property after any termination of this Agreement.


 


(b)              
Closing. On or before the Closing Date, Buyer shall deposit the following with Escrow Agent:


 


(i)              
The Purchase Price in accordance with the requirements of this Agreement;


 


(ii)             
Two (2) original executed counterparts of the Assignment of Intangible Property;


 


(iii)            
One (1) original executed certificate executed by Buyer confirming that Buyer’s representations and warranties continue
to be true and correct in all material respects, or stating how such representations and warranties are no longer true and correct (“Buyer’s
Confirmation”); and


 


(iv)            
Two (2) original executed counterparts of each of the Title Company Documents requiring Buyer’s signature.


 


12.             
Conditions to Closing.


 


(a)               Conditions
to Buyer’s Obligations. All obligations of Buyer under this Agreement are subject to the reasonable satisfaction and
fulfillment, prior to the Closing Date, of each of the following conditions. Any one or more of such conditions may be waived
in writing by Buyer.


 






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(i)                
Seller’s Representations, Warranties and Covenants. Seller’s representations, warranties and covenants
contained in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated
herein, shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then
again made, except to the extent that Buyer has discovered, or Seller has provided Buyer with written notice (the “Supplemental
Notice”) prior to Closing that Seller has just become aware, that a representation is untrue or inaccurate, and Buyer nevertheless
elects not to terminate this Agreement at the expiration of the Due Diligence Period, or, if the Supplemental Notice is delivered after
the Due Diligence Period, Buyer elects to proceed with closing the transaction despite such inaccuracy, whereupon Buyer will be deemed
to have waived any right of recourse or damages against Seller resulting from such inaccuracy disclosed in the Supplemental Notice. Upon
receipt of a Supplemental Notice from Seller after the expiration of the Due Diligence Period, Buyer shall have the right to (a) terminate
this Agreement upon written notice to Seller within five (5) days after receipt of the Supplemental Notice, or (b) elect to proceed with
closing the transaction as set forth in this Agreement. If Seller provides Buyer with a Supplemental Notice within ten (10) business
days of Closing, then Buyer shall have the right, at its option and upon written notice to Seller, to extend the Closing Date for up
to ten (10) business days in order to analyze and review the issues disclosed in the Supplemental Notice.


 


(ii)             
Seller’s Performance. Seller shall have performed all of its obligations and covenants under this Agreement that
are to be performed prior to or at Closing.


 


(iii)           
Damage and Condemnation. Prior to the Closing Date, no portion of any Facility shall have been damaged or destroyed by
fire or other casualty where the estimate of damage to such Facility exceeds 5% of the Purchase Price allocated to such Facility, or
proceedings be commenced or threatened to take or condemn any material part of the Real Property or improvements comprising a Facility
by any public or quasi-public authority under the power of eminent domain. A proceeding shall be deemed to be “material”
if such condemnation or taking (i) relates to the material taking or closing of any right of access to any Real Property or Facility,
(ii) cause the Real Property or Facility to become non-conforming with then current legal requirements governing such Real Property or
Facility, (iii) results in the loss of parking that is material to the operation of such Facility, or (iv) result in the loss of value
in excess of 10% of the Purchase Price allocated to such Facility, in Buyer’s reasonable judgment. If such Facility shall have
been so damaged or destroyed, Seller shall deliver prompt written notice of such condemnation, damage or destruction to Buyer. In the
event Buyer waives this condition, by written notice to Seller within fifteen (15) business days of receipt of notice of such proceeding,
and the Closing occurs, Seller shall assign to Buyer all its right to any insurance proceeds in connection therewith. If proceedings
shall be so commenced or threatened to take or condemn the Real Property or the Facility or portion thereof prior to Closing, and if
Buyer waives this condition and the Closing occurs, Seller shall pay or assign to Buyer all Seller’s right to the proceeds of any
condemnation award in connection thereof.


 


(iv)             Absence
of Litigation. No action or proceeding shall have been instituted, threatened or, in the reasonable opinion of Buyer, is likely
to be instituted before any court or governmental body or authority the result of which could prevent or make illegal the
acquisition by Buyer of any Facility, or the consummation of the transaction contemplated hereby, or which could materially and
adversely affect any Facility or the business or prospects of any Facility.


 






    18


     


    

 


(v)              
Operations Transfer Agreement. Buyer’s operator and Operator shall have entered into an operations transfer agreement
(the “OTA”) in a form reasonably acceptable to Buyer’s operator.


 


(vi)            
No Material Adverse Change. No Material Adverse Change shall have occurred in any Facility.


 


(vii)         
Removal of Personal Property Liens. Seller shall have removed (or shall have sufficient payoff or other documents to remove
such liens at Closing) all personal property liens which are related to the Facilities and the Facilities shall be free and clear of
all liens, claims and encumbrances other than Permitted Exceptions.


 


(viii)       
Licensure. Buyer and/or Buyer’s operator shall have acquired or assumed any consents, licenses, certifications or
approvals, including all licensing requirements of the State required for the consummation of this transaction.


 


(ix)            
Title Insurance Policies. Title Company shall be prepared to issue the (i) Owners Title Insurance Policy for each Facility
as of the Closing Date, with coverage in the amount of the allocable portion of the Purchase Price for such Facility, insuring Buyer
as owner of such Facility subject only to the Permitted Exceptions, and (ii) ALTA Title Insurance Policy for each Facility as of the
Closing Date, with coverage in the amount of the allocable portion of Buyer’s loan from Buyer’s lender (“Lender”),
insuring Lender’s lien against each Facility subject only to such exceptions as may be approved by Lender, and with such endorsements
as may be required by Lender.


 


(x)              
Estoppel Certificates. At least five (5) days prior to the expiration of the Due Diligence Period, Seller shall have delivered
to Buyer an estoppel certificate (the “Estoppel Certificate”) duly executed by the Operator of each Facility
regarding each Facility lease in the form and substance reasonably acceptable to Buyer.


 


(xi)            
Termination of Existing Facility Leases. Effective as of the Closing Date, the Existing Facility Leases shall terminate.


 


(b)              
Conditions to Seller’s Obligations. All obligations of Seller under this Agreement are subject to the fulfillment,
prior to the Closing Date, of each of the following conditions. Anyone or more of such conditions may be waived by Seller in writing.


 


(i)                
Buyer’s Representations, Warranties and Covenants. Buyer’s representations, warranties and covenants contained
in this Agreement or in any certificate or document delivered in connection with this Agreement or the transactions contemplated herein
shall be true at the date hereof and as of the Closing Date as though such representations, warranties and covenants were then again
made.


 









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(ii)             
 Buyer’s Performance. Buyer shall have performed its obligations and covenants under this Agreement that are to be
performed prior to or at Closing.


 


(iii)           
Absence of Litigation. No action or proceeding shall have been instituted, threatened or, in the reasonable opinion of
Seller, is likely to be instituted before any court or governmental body or authority the result of which could prevent or make illegal
the acquisition by Buyer of any Facility, or the consummation of the transaction contemplated hereby, or which could materially and adversely
affect any Facility or the business or prospects of any Facility.


 


(iv)            
No Actions. There shall be no action pending or recommended by the appropriate state or federal agency to revoke, withdraw
or suspend any license to operate any Facility or the certification of any Facility, or any action of any other type with regard to licensure
or certification or with respect to Medicare and Medicaid provider billing agreements necessary to operate any Facility.


 


13.             
Termination; Defaults.


 


(a)              
Termination for Failure of Condition. Either party may terminate this Agreement for non-satisfaction or failure of a condition
to the obligation of either party to consummate the transaction contemplated by this Agreement (including, without limitation, Buyer’s
election to disapprove the condition of the title or Surveys pursuant to Section 14 herein), unless such matter has been
satisfied or waived by the date specified in this Agreement or by the Closing Date (as same may be extended by the parties to allow the
parties to satisfy or waive conditions to close in the manner provided in this Agreement). In the event of such a termination, Escrow
Agent shall promptly return (i) to Buyer, all funds of Buyer in its possession, including the Deposit and all interest accrued thereon,
and (ii) to Seller and Buyer, all documents deposited by them respectively, which are then held by Escrow Agent. Thereafter, neither
party shall have any continuing obligation or liability to the other party except for any such matters that expressly survive the Closing
or termination of this Agreement, as provided herein. The provisions of this Section 13(a) are intended to apply only in
the event of a failure of condition, as set forth herein, which is not the result of a default by either party, but which shall not apply
in the event the non-terminating party is in default of its obligations under this Agreement.


 


(b)              
Termination for Cause.


 


(i)                
IF BUYER DEFAULTS UNDER THIS AGREEMENT, AND FAILS TO CURE SUCH DEFAULT WITHIN FIVE (5) DAYS AFTER WRITTEN NOTICE FROM SELLER,
AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO SUCH BUYER DEFAULT, SELLER’S SOLE AND EXCLUSIVE REMEDY
SHALL BE TO TERMINATE THIS AGREEMENT AND THE DEPOSIT SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY
AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE
TO ASCERTAIN AND THAT UNDER THE CIRCUMSTANCES EXISTING AS OF THE EXECUTION DATE THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’
REASONABLE ESTIMATE OF SUCH DAMAGES. BUYER SHALL HAVE NO LIABILITY TO SELLER UNDER ANY CIRCUMSTANCES FOR ANY SPECULATIVE,
CONSEQUENTIAL OR PUNITIVE DAMAGES. THE PAYMENT OF THE DEPOSIT AS LIQUIDATED DAMAGES IS NOT INTENDED TO BE A FORFEITURE OR PENALTY BUT
IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677.


 






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	Sellers’ Initials	 	Buyer’s Initials


 


(ii)             
Buyer shall have the right to terminate this Agreement in the event Seller defaults in the performance of its obligations under
this Agreement. If this Agreement is terminated by Buyer because Seller has defaulted in the performance of its obligations under this
Agreement, Buyer’s sole and exclusive remedies prior to the Closing Date shall be either: (A) to terminate this Agreement by giving
written notice of termination to Seller and Escrow Agent and pursue any and all remedies for Buyer’s out-of-pocket costs (including
attorneys’ fees and court costs), attributable to the termination of this Agreement, excluding any speculative or punitive damages,
whereupon (i) Escrow Agent shall promptly return to Buyer the Deposit, and all interest accrued thereon, and (ii) Escrow Agent
shall return to Seller and Buyer all documents deposited by them respectively, which are then held by Escrow Agent, or (B) to pursue
the remedy of specific performance of Seller’s obligation to perform its obligations under this Agreement. Seller shall have no
liability to Buyer under any circumstances for any speculative, consequential or punitive damages. Without limiting the other provisions
of this Agreement, Seller acknowledges that the provisions of this Subsection are a material part of the consideration being given to
Buyer for entering into this Agreement and that Buyer would be unwilling to enter into this Agreement in the absence of the provisions
of this Subsection. The provisions of this Subsection shall survive any termination of this Agreement. With respect to any action by
Buyer against Seller or by Seller against Buyer commenced after the Closing Date, Buyer and Seller expressly waive any right to any speculative,
consequential, punitive or special damages including, without limitation, lost profits. Seller and Buyer acknowledge that they have read
and understand the provisions of this Section 13(b)(ii) and by their initials below agree to be bound by its terms. Notwithstanding
the foregoing, this Section 13(b)(ii) will not limit Buyer’s right to receive reimbursement of attorneys’ fees or
costs or waive or affect Seller’s indemnity obligations and Buyer’s rights to those indemnity obligations expressly set forth
in this Agreement.


 


	 	 	 
	Sellers’ Initials	 	Buyer’s Initials
	 	 	 


(c)              
General. In the event a party elects to terminate this Agreement such party shall deliver a notice of termination to the
other party.


 


14.             
Surveys and PTR.


 


(a)              
Upon the execution of this Agreement, Buyer shall order a preliminary title report (the “PTR”) covering
the Real Property and each Facility, together with legible copies of any and all instruments referred to in the PTR as constituting exceptions
to title of the Real Property (the “Title Documents”).


 









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(b)              
 Seller shall have delivered to Buyer a copy of the existing surveys, if any, in Seller’s possession for each Facility (“Surveys”)
in accordance with Section 10(a)(v) herein. Buyer shall be responsible for obtaining an update of the Surveys or new Surveys, at
Buyer’s sole cost (“New Surveys”). On or before five (5) business days prior to the expiration of the
Due Diligence Period, Buyer shall notify Seller and the Title Company (“Buyer’s Title Notice”) of any
objections which Buyer may have to the PTR and/or Surveys. If Buyer objects to any matters (other than the Permitted Exceptions, as defined
herein) which, in Buyer’s determination, might adversely affect the ability of Buyer to operate any of the Facilities, Seller shall
use its reasonable business efforts to cure same, but shall not be obligated to cure matters other than to obtain the release (at Closing)
of the existing mortgage and other monetary liens which may be released by payment of the mortgage payoff or lien amount from Seller’s
Closing proceeds (collectively, “Monetary Liens”). If Seller delivers written notice to Buyer (“Seller’s
Title Notice”), on or before the expiration of the Due Diligence Period that Seller is willing to remove any exceptions
objected to by Buyer, then Seller shall be obligated to remove such exceptions on or prior to the Closing and such exceptions shall not
be Permitted Exceptions. If Seller does not provide Buyer with Seller’s Title Notice or Seller’s Title Notice does not provide
for Seller’s agreement to remove all exceptions objected to by Buyer, then Buyer shall have the right to terminate this Agreement
prior to the expiration of the Due Diligence Period or waive Buyer’s objection to any exceptions Seller has not agreed to remove
with such exceptions becoming Permitted Exceptions upon Buyer waiving its due diligence contingency. Buyer shall, promptly following
the execution of this Agreement, commence to use its best efforts to obtain the New Surveys as soon as practicable. Notwithstanding the
foregoing provisions of this Section 14, Buyer shall have the right to object, promptly upon learning of any such new matters
during the Due Diligence Period, to any matters raised in the New Surveys which were not addressed in the Surveys, and the parties shall
cooperate with the Title Company, during the Due Diligence Period and as promptly as possible following the delivery of Buyer’s
objections to such new matters in the New Surveys, to resolve any such matters to Buyer’s satisfaction. The Due Diligence Period
shall not be extended for resolution of any such matters in the New Surveys.


 


15.             
Cooperation. Following the execution of this Agreement, Buyer and Seller agree that if any event should occur, either within
or without the knowledge or control of Buyer or Seller, which would prevent fulfillment of the conditions to the obligations of any party
hereto to consummate the transaction contemplated by this Agreement, each such party shall use reasonably commercial efforts to cure
or to cause the cure of the same as expeditiously as possible. In addition, each party shall cooperate fully with each other in preparing,
filing, prosecuting, and taking any other actions with respect to, any applications, requests, or actions which are or may be reasonable
and necessary to obtain the consent of any governmental instrumentality or any third party or to accomplish the transaction contemplated
by this Agreement.


 


16.             
Indemnification.


 


(a)              
Indemnification Provisions.


 


(i)                 Subject
to the limitation on damages contained in Section 13(b)(ii) hereof, Seller hereby agrees to indemnify, protect, defend
and hold harmless Buyer and its officers, directors members shareholders tenants, successors and assigns harmless from and against
any and all claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest,
penalties and reasonable attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material
breach of or material inaccuracy in the representations and warranties, or breach, non-fulfillment or default in the performance of
any of the conditions, covenants and agreements, of Seller contained in this Agreement or in any certificate or document delivered
by Seller pursuant to any of the provisions of this Agreement, unless Seller cures such matter in the manner provided in Section 8(p)
herein or (B) the failure to discharge any federal, state or local tax liability, or to pay any other assessments, recoupments,
claims, fines, penalties or other amounts or liabilities accrued or payable with respect to any activities of Seller prior to the
Closing Date (whether brought before or after the Closing Date), or (C) any obligation which is expressly the responsibility of
Seller under this Agreement, or (D) any amounts required to cure citation violations issued by any state or federal health or human
services authority on any Facility relating to any period prior to the Closing Date (whether brought before or after the Closing
Dates), or (E) any claim by any employee of Seller relating to any period of employment prior to the Closing Date (whether brought
before or after the Closing Date), or (F) the existence against the Real Property of any mechanic’s or materialmen’s
claims resulting from the action or inaction of Seller or anyone acting under authority of Seller, or (G) any other cost, claim
or liability arising out of or relating to events (other than as a result of the actions of Buyer or Buyer’s Consultants) or
Seller’s ownership, operation or use of any Facility prior to the Closing Date. Any amount due under the aforesaid indemnity
shall be due and payable by Seller within thirty (30) days after demand thereof. Seller shall have the right to contest any such
claims, liabilities or obligations as provided herein.








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(ii)             
Subject to the limitation on damages contained in Section 13(b)(i) hereof, Buyer hereby agrees to indemnify, protect,
defend and hold harmless Seller and its officers, directors, members, shareholders and tenants harmless from and against any and all
claims, demands, obligations, losses, liabilities, damages, recoveries and deficiencies (including interest, penalties and reasonable
attorneys’ fees, costs and expenses) which any of them may suffer as a result of: (A) any material breach of or material inaccuracy
in the representations and warranties, or breach, non-fulfillment or default in the performance of any of the conditions, covenants and
agreements, of Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to any of the provisions
of this Agreement, unless Buyer cures such matter in the manner provided in Section 8(p) herein, or (B) the existence against
the Real Property of any mechanic’s or materialmen’s claims arising from actions of Buyer or Buyer’s Consultants prior
to the Closing, or (C) any obligation which is expressly the responsibility of Buyer under this Agreement. Any amount due under the aforesaid
indemnity shall be due and payable by Buyer within thirty (30) days after demand therefor. Buyer shall have the right to contest any
such claims, liabilities or obligations as provided herein or any other cost, claim or liability arising out of or relating to events
or Buyer’s ownership, operation or use of the Facilities after the Closing Date.


 


(iii)           
The parties intend that all indemnification claims be made as promptly as practicable by the party seeking indemnification (the
“Indemnified Party”). Whenever any claim shall arise for indemnification hereunder, the Indemnifying Party
shall promptly notify the party from whom indemnification is sought (the “Indemnitor”) of the claim, and the
facts constituting the basis for such claim (the “Indemnification Claim”). Failure to notify the Indemnitor
will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such
action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice.


 









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(iv)            
 An Indemnitor shall have the right to defend against an Indemnification Claim, with counsel of its choice reasonably satisfactory
to the Indemnified Party, if (a) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indemnitor
notifies the Indemnified Party in writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any
damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (b)
the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have
the financial resources to defend against the Indemnification Claim and pay, in cash, all damages the Indemnified Party may suffer resulting
from, relating to, arising out of, or attributable to the Indemnification Claim, (c) the Indemnification Claim involves only money damages
and does not seek an injunction or other equitable relief, (d) settlement of, or an adverse judgment with respect to, the Indemnification
Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse
to the continuing business interests of the Indemnified Party, and (e) the Indemnitor continuously conducts the defense of the Indemnification
Claim actively and diligently.


 


(v)              
So long as the Indemnitor is conducting the defense of the Indemnification Claim in accordance with Section 16(a)(iv),
then (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification
Claim, (B) the Indemnified Party shall not consent to the entry of any order or finalization of any tentative settlement, the only condition
of which is the consent of the Indemnified Party thereto, with respect to the Indemnification Claim without the prior written consent
of the Indemnitor (not to be withheld unreasonably), and (C) the Indemnitor will not consent to the entry of any order or finalization
of any tentative settlement, the only condition of which is the consent of the Indemnified Party thereto, with respect to the Indemnification
Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed, provided that it will not
be deemed to be unreasonable for an Indemnified Party to withhold its consent with respect to (i) any breach of any law, order or permit,
(ii) any violation of the rights of any person, or (iii) any matter which Indemnified Party believes could have a material adverse effect
on any other actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief
it may become party. Notwithstanding the foregoing provisions of this Section 16, if Indemnified Party refuses its consent to
any of the matters set forth in clauses (i) through (iii) above, the indemnity amount shall be determined as if such consent had been
given and Indemnitor shall pay over to the Indemnified Party such amount and be absolved from any further obligation as to that particular
claim; Indemnified Party may then resolve the claim in the manner it sees fit without further recourse against Indemnitor.


 


(vi)            
Each party hereby consents to the non-exclusive jurisdiction of any governmental body, arbitrator, or mediator in which an action
is brought against any Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement
with respect to such action or the matters alleged therein, and agrees that process may be served on such party with respect to such
claim anywhere in the world, provided however, that any venue relating to any claim or proceeding arising out of this Agreement or any
other agreement between Sellers and Buyer shall be the State and the laws of the State shall apply.


 


(b)                  Insurance
Proceeds. In determining the amount of damages for which either party is entitled to assert an Indemnification Claim, the amount
of any such claims or damages shall be determined after deducting therefrom the amount of any insurance coverage or proceeds
or other third party recoveries received by such other party in respect of such damages. If an indemnification payment is received
by the Indemnified Party in respect of any damages and the Indemnified Party later receives insurance proceeds or other third party
recoveries in respect of such damages, the Indemnified Party shall immediately pay to the Indemnifying Party a sum equal to the
lesser of the actual amount of net insurance proceeds or other third party recoveries (remaining after recovery costs and expenses)
or the actual amount of the indemnification payment previously paid by or on behalf of the Indemnified Party.


 






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(c)                 
No Incidental, Consequential and Certain Other Damages. An Indemnitor shall not be liable to an Indemnified Party for incidental,
consequential, enhanced, punitive or special damages unless such damages are included in a third-party claim and such Indemnified Party
is liable to the third-party claimant for such damages.


 


(d)                 
Indemnification if Negligence of Indemnity; No Waiver of Rights or Remedies.


 


Each
Indemnified Party’s rights and remedies set forth in this Agreement shall survive the Closing or other termination of this Agreement,
shall not be deemed waived by such Indemnified Party’s consummation of the Closing of the sale transactions (unless the Indemnified
Party has knowledge of the existence of an Indemnification Claim at Closing and decides to proceed with Closing)and will be effective
regardless of any inspection or investigation conducted by or on behalf of such Indemnified Party or by its directors, officers, employees,
or representatives or at any time (unless such inspection or investigation reveals the existence of an Indemnified Claim and such party
proceeds with Closing), whether before or after the Closing Date.


 


(e)                 
Other Indemnification Provisions. A claim for any matter not involving a third party may be asserted by notice to the Party
from whom indemnification is sought.


 


(f)                  
Dispute Resolution. Any dispute arising out of or relating to claims for indemnification pursuant to this Article 16 or
any other dispute hereunder, shall be resolved in accordance with the procedures specified herein, which shall be the sole and exclusive
procedure for the resolution of any such disputes.


 


17.             
Notices. Any notice, request for consent or approval, election or other communication provided for or required by this
Agreement shall be in writing and shall be delivered by hand, by air courier service, postage prepaid (certified with return receipt
requested), fax transmission or electronic transmission followed by delivery of the hard copy of such communication by air courier service
or mail as aforesaid, addressed to the person to whom such notice is intended to be given at such address as such person may have previously
furnished in writing to the such party’s last known address. Notwithstanding the foregoing, Buyer’s Title Notice and Seller’s
Title Notice may be delivered by electronic mail without the need to send a hard copy of such transmission. Until receipt of written
notice to the contrary, the parties’ addresses for notices shall be:


 









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	To Buyer:	 
	 	Summit Healthcare REIT, Inc.

    2 South Pointe Drive, Suite 100

    Lake Forest, CA 92630s

    Attention: Kent Eikanas

    Phone: (949) 535-1923

    Email: keikanas@summithealthcarereit.com

     

	With a Copy to:	 
	 	Seubert French Frimel & Warner
    LLP

    1075 Curtis Street

    Menlo Park, CA 94025

    Attention: Rachel Rosati Warner

    Phone: (650) 322-2919

    Email: rachel@sffwlaw.com

     

	To Seller:	Covey Christiansen

    Madison Creek Partners, LLC

    26522 La Alameda, Suite 300

    Mission Viejo, California 92691

    Phone: (949) 451 - 2500

    Email: coveyc@madison.care

	 	 
	With a Copy to:	Erich Schiefelbine

    Madison Creek Partners, LLC

    26522 La Alameda, Suite 300

    Mission Viejo, California 92691

    Phone: (949) 451 - 2500

    Email: erichs@madison.care

	 	 


18.             
Sole Agreement. This Agreement constitutes the entire understanding between the parties with respect to the transactions
contemplated herein, and all prior or contemporaneous oral agreements, understandings representations and statement, and all prior written
agreements, understandings, letters of intent and proposals are merged into this Agreement. Neither this Agreement nor any provisions
hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which
the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in
such instrument.


 


19.              Assignment;
Successors. Neither party shall assign this Agreement without the prior written consent of the other; provided, however, Buyer
may assign all of its rights, title, liability, interest and obligation pursuant to this Agreement to one or more entities owned,
controlled by or under common control with Buyer. Subject to the limitations on assignment set forth above, all the terms of
this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the heirs, successors and assigns
of the parties hereto.


 






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20.             
Severability. Should any one or more of the provisions of this Agreement be determined to be invalid, unlawful or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired
thereby and each such provision shall be valid and remain in full force and effect.


 


21.             
Risk of Loss. Until the Closing Date, Seller shall bear the risk of loss for the Facilities.


 


22.             
Holidays. If any date herein set forth for the performance of any obligations by Seller or Buyer or for the delivery of
any instrument or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or
delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term
“legal holiday” means any state or federal holiday for which financial institutions or post offices are generally closed
in the State for observance thereof.


 


23.             
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all
of which together shall constitute one and the same document. Signatures and initials to this Agreement created by the signer by electronic
means and/or transmitted by telecopy or other electronic transmission shall be valid and effective to bind the party so signing. Counterparts
may be delivered via facsimile or electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act
of 2000, e.g., www.docusign.com or echosign, etc.) and any counterpart so delivered shall be deemed to have been duly and validly delivered,
valid and effective for all purposes and binding upon the parties hereto. Each party agrees to promptly deliver an execution original
to this Agreement with its actual signature and initials to the other party, but a failure to do so shall not affect the enforceability
of this Agreement, it being expressly agreed that each party to this Agreement shall be bound by its own electronically created and/or
telecopied or electronically transmitted signature and initials and shall accept the electronically created and/or telecopied or electronically
transmitted signature and initials of the other party to this Agreement.


 


24.             
Covenant Not to Compete; Non-Solicitation of Employees. For a period of three (3) years following the Closing Date, Seller,
on behalf of itself and its owners and affiliates, agrees (i) not to own, manage, lease or operate a long term skilled nursing, independent
living and/or assisted living facility which is located within a ten (10) mile radius of each Facility and (ii) not to solicit the transfer
of patients or residents of any of the Facilities to any long term skilled nursing and/or assisted living facility which is managed,
leased or operated by any entity owned and/or controlled by any of the Seller entities or such individual within a ten (10) mile radius
of each Facility.


 


25.              Exhibits
and Schedules. To the extent that one or more Exhibits or Schedules are not attached to this Agreement at the time this
Agreement is executed, Seller and Buyer agree that this Agreement is not rendered unenforceable by reason of such fact. Seller shall
provide such exhibits to Buyer during the Due Diligence Period as promptly as possible in order to allow the parties to agree
upon such Exhibits and Schedules and to afford Buyer adequate time in which to complete its due diligence review prior to the
expiration of the Due Diligence Period.


 






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26.             
Prevailing Party. Subject to the limitations as otherwise set forth in this Agreement, if an action shall be brought on
account of any breach of or to enforce or interpret any of the terms, covenants or conditions of this Agreement, the prevailing party
shall be entitled to recover from the other party, as part of the prevailing party’s costs, reasonable attorney’s fees, the
amount of which shall be fixed by the court and shall be made a part of any judgment rendered.


 


27.             
Joint and Several Liability. If Seller comprises of one or more persons or entities, the obligations of Seller hereunder
shall be joint and several.


 


28.             
Time is of the Essence. Time is of the essence of this Agreement.


 


29.             
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.


 


[Signatures
on Following Pages]


 









    28


     


    

 


IN
WITNESS WHEREOF, the undersigned have duly executed this Agreement by parties legally entitled to do so as of the day and year first
set forth above.


 




	“SELLER”:	 
	 	 
	MADISON CREEK PARTNERS,
    LLC	 
	 	 
	By:	/s/
    Covey Christiansen	 
	Name: Covey Christiansen	 
	Its: Managing Member	 
	 	 
	“BUYER”:	 
	 	 
	SUMMIT HEALTHCARE
    REIT, INC., a Maryland corporation	 
	 	 
	By:	/s/
    Kent Eikanas	 
	 	Kent Eikanas, CEO	 


 









     


     


    

 


LIST OF
EXHIBITS


 


Exhibit
A-1 - Legal Description of Yucaipa Calimesa Real Property


 


Exhibit
A-2 - Legal Description of Yucaipa Creekside Real Property


 


Exhibit
A-3 - Legal Description of Mentone Real Property


 






     


     


    

 





LIST OF
SCHEDULES


 


	Schedule l(a)	 	List of Facilities
	 	 	 
	Schedule 1(c)	 	Personal Property
	 	 	 
	Schedule 1(g)	 	Capital Improvements
	 	 	 
	Schedule 6(a)(vii)	 	Due Diligence Items
	 	 	 
	Schedule 6(f)	 	Critical Repairs
	 	 	 
	Schedule 8(a)(v)	 	Claims, Litigation
	 	 	 
	Schedule 8(b)	 	Violations
	 	 	 
	Schedule 8(d)	 	Hazardous Substances
	 	 	 
	Schedule 8(f)	 	Leases and Contracts
	 	 	 
	Schedule 8(g)	 	Financial Reports
	 	 	 
	Schedule 8(h)	 	Interests in Suppliers, etc.
	 	 	 
	Schedule 8(j)	 	Matters relating to Licensure
	 	 	 
	Schedule 8(k)	 	Matters relating to Reports
    and Reimbursements
	 	 	 
	Schedule 8(l)	 	Surveys, Cost Reports, Private
    Rates, Census and Licensed Beds
	 	 	 
	Schedule 8(m)	 	Occupied Beds; Rates




 









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All schedules
and exhibits intentionally omitted