Exhibit 10.2


 


ASSIGNMENT
AND ASSUMPTION OF


LIMITED LIABILITY COMPANY
MEMBERSHIP INTERESTS


 


This Assignment and Assumption
of Limited Liability Company Membership Interests (“Agreement”) is dated December 24, 2015 (the “Effective
Date”) and made by SUMMIT HEALTHCARE OPERATING PARTNERSHIP, a Delaware limited partnership (“Assignor”)
and SUMMIT UNION LIFE HOLDINGS, LLC, a Delaware limited liability company (“Assignee”).


 


The Assignor is the sole
Member of Summit Appleton, LLC, Summit Carrington Manor, LLC, Summit Marla Vista Manor, LLC, and Summit Marla Vista Gardens, LLC,
each a Delaware limited liability company (each, a “Company” and, collectively, the “Companies”),
holding one hundred percent (100%) of the membership interests in each Company ( the “Membership Interests”).
The Assignor wishes to assign the Membership Interests to the Assignee, and the Assignee wishes to assume the Membership Interests.
The Assignor and the Assignee may be referred to together as “Parties,” with each individually as “Party.”


 


The Parties therefore agree as follows:


 


1.           Assignment and Assumption
of the Membership Interests. The Assignor hereby assigns, transfers, delivers, and conveys to the Assignee the Membership Interests.


 


2.            Acceptance of Assignment.




 


2.1           The Assignee hereby
accepts and assumes the transfer, conveyance, and assignment of the Membership Interests, and the Assignor's obligations and duties
relating to the Membership Interests, with respect to each Company under the Certificate of Formation and Limited Liability Company
Agreement of each Company, and the Limited Liability Company Act of Delaware.


 


2.2           The Assignee hereby
agrees to be substituted as a Member of each Company in the Assignor's name, place, and stead as to the Membership Interests, and
as such to succeed to any and all of the Assignor's right, title, and interest whatsoever concerning the Membership Interests on
and after the Effective Date.


 


2.3           The Assignee hereby
assumes all of the duties, responsibilities, rights, and covenants to discharge all obligations of the Assignor in the Assignor's
capacity as Member of each Company relating to the Membership Interests so assigned arising from and after the Effective Date (but
assumes no liability for any of the duties, responsibilities, obligations, and liabilities of Assignor under relating to the Membership
Interests arising before the Effective Date).


 


2.4           Assignee hereby
agrees to be bound by the terms and conditions of each Company's Limited Liability Company Agreement.


 


3.            Representations and Warranties
of Assignor Concerning the Membership Interests. The Assignor represents and warrants to the Assignee each of the
following:


 


3.1           The Assignor is the
sole and lawful owner of the Membership Interests assigned under this Agreement.


 




    	 	 	 



     


    



 


3.2           The Assignor has
the requisite power and authority to execute, deliver, and perform this Agreement.


 


4.            Indemnity.




 


4.1           By Assignee. Assignee,
shall indemnify, defend and hold harmless Assignor from and against all losses, claims, expenses, damages or liabilities of any
kind, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with the Membership Interests
on and after the Effective Date.


 


4.2           By Assignor. Assignor
shall indemnify, defend and hold harmless Assignee from and against all losses, claims, expenses, damages or liabilities of any
kind, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with the Membership Interests
prior to the Effective Date.


 


5.           Entire Agreement; Amendment.
This Agreement embodies and sets forth the entire agreement and understanding between the Parties relating to the subject matter
hereof. This Agreement merges and supersedes any and all prior discussions, agreements, understandings, representations, conditions,
warranties, covenants, and all other communications between them on or relating to the subject matter of this Agreement. Any amendment,
modification, addendum, or revision of this Agreement is valid only if in writing and signed by the Party to be bound, in which
event there need be no legal consideration therefor.


 


 6.            Governing Law. The laws of the State of Delaware govern this Agreement.




 


7.           Counterparts; Electronic
Signatures. This Agreement may be executed in multiple counterparts, each of which is to be deemed an original and all of which
together are to be deemed one and the same document. The exchange of copies of this Agreement and of signature pages by electronic
transmission constitutes effective signing and delivery of this Agreement to the Parties, which may be used instead of the original
Agreement for all purposes.


 


[Signatures on Next
Page]


 




    	 	 	 



     


    

 


The Parties are signing this Agreement as of the Effective Date.


 


	ASSIGNOR:	 	ASSIGNEE:	 
	 	 	 	 	 	 	 	 
	SUMMIT HEALTHCARE OPERATING PARTNERSHIP, a
Delaware limited partnership	 	SUMMIT UNION LIFE HOLDINGS, LLC, a Delaware
limited liability company	 
	 	 	 	 	 	 	 	 
	By:	SUMMIT HEALTHCARE REIT, INC., a Maryland
corporation	 	By:	SUMMIT HEALTHCARE REIT, INC., a Maryland
corporation	 
	Its:	 General Partner	 	Its:	 Manager	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	By:	/s/ Kent Eikanas	 	 	By:	/s/ Kent Eikanas	 
	 	 	Kent Eikanas	 	 	 	Kent Eikanas	 
	 	 	President	 	 	 	President