Exhibit



EXHIBIT 10.1



SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT 
AND ESCROW INSTRUCTIONS


THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS (“Second Amendment”) is made and entered into effective as of August 1, 2016, by and among 6700 N. ROCHESTER, LLC, a Michigan limited liability company (“Seller”); GAHC4 ROCHESTER HILLS MI MOB, LLC, a Delaware limited liability company (“Buyer”); and CHICAGO TITLE INSURANCE COMPANY (“Escrow Agent”).  
Recitals
WHEREAS, Seller and Buyer entered into that certain Real Estate Purchase Agreement and Escrow Instructions, dated as of June 20, 2016, as amended by that certain First Amendment to Real Estate Purchase Agreement and Escrow Instructions, dated as of July 19, 2016 (collectively, the “Purchase Agreement”); and
WHEREAS, Seller and Buyer seek to amend the Purchase Agreement as set forth below.
Agreement
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:
1.    Recitals.  The recitals set forth above are true and correct and are hereby incorporated in their entirety.  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.  
2.    Due Diligence Period.  Seller and Buyer have agreed to extend the Due Diligence Period to Tuesday, August 23, 2016. Accordingly, Section 3.2 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
3.2    Due Diligence Period.  Buyer shall have until 6:00 p.m. EDT on Tuesday, August 23, 2016 (the “Due Diligence Period”) to physically inspect the Property, review the economic data, conduct appraisals, perform examinations of the physical condition of the Improvements, conduct environmental inspections of the Property, as permitted in Section 3.1, supra, and to otherwise conduct such due diligence review of the Property and all of the items to be furnished by Seller to Buyer pursuant to Section 3.3, infra, and all records and other materials related thereto as Buyer deems appropriate.
3.    Buyer’s Title Defect Notice.  Seller and Buyer have agreed that in connection with the extension of the Due Diligence Period contained in this Second Amendment, Buyer’s Title Defect Notice shall be noticed to Seller in writing no later than Tuesday, August 16, 2016.  
4.    Ratifications.  Except as specifically herein amended, all terms, provisions, conditions and exhibits contained in the Purchase Agreement are hereby confirmed, ratified and restated and shall remain unmodified and in full force and effect.  In the event that any provision of this Second Amendment shall conflict with the terms, provisions, conditions, and exhibits of the Purchase Agreement, the terms of this Second Amendment shall govern and control.


1







5.    Counterparts; Signatures.  This Second Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts when taken together shall constitute but one and the same Second Amendment.  Signatures to this Second Amendment transmitted in .pdf (portable document format), via electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Second Amendment.  Seller and Buyer further agree that the acknowledgement of this Second Amendment by Escrow Agent is not required for this Second Amendment to be binding and effective as between Seller and Buyer.
6.    Successors and Assigns.  This Second Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.


{Signatures appear on the following pages}


2









IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date indicated in the preamble above.


BUYER:
	
				
	GAHC4 ROCHESTER HILLS MI MOB, LLC,

	a Delaware limited liability company

	 
	 
	 
	 

	By:
	Griffin-American Healthcare REIT IV Holdings,

	 
	LP, Its Sole Member

	 
	 

	 
	By:
	Griffin-American Healthcare REIT IV,

	 
	 
	Inc., a Maryland corporation,

	 
	 
	Its General Partner

	 
	 
	 
	 

	 
	 
	 
	 

	 
	 
	By:
	/s/ Mathieu Streiff

	 
	 
	Name:
	Mathieu Streiff

	 
	 
	Title:
	Executive Vice President and 

	 
	 
	General Counsel


















[Signature Page to Second Amendment – Signatures Continue on Following Pages]


3









SELLER:
	
		
	6700 N. ROCHESTER, LLC,

	a Michigan limited liability company

	 
	 

	By:
	/s/ Stacy Richards

	Name:
	Stacy Richards

	Its:
	Member


























[Signature Page to Second Amendment – Signatures Continue on Following Page]


4









The undersigned Escrow Agent acknowledges the foregoing Second Amendment:


	
		
	CHICAGO TITLE INSURANCE COMPANY

	 
	 

	By:
	/s/ Shannon Bright

	Name:
	Shannon Bright

	Its:
	Escrow Officer


























[Signature Page to Second Amendment] 








5