Exhibit 10.1


 


SECOND AMENDMENT TO LIMITED LIABILITY COMPANY
AGREEMENT


 


OF


 


SUMMIT UNION LIFE HOLDINGS, LLC


 


This SECOND AMENDMENT TO LIMITED LIABILITY
COMPANY AGREEMENT (the “Second Amendment”) is entered into as of the 21st day of December, 2015 by and between Summit
Healthcare Operating Partnership, a Delaware limited liability company (“Summit”), and Best Years LLC, a Delaware limited
liability company (“Union Life” and, collectively with Summit, the “Members”).


 


RECITALS


 


A.           Summit and Union Life entered into that certain Limited
Liability Company Agreement of Summit Union Life Holdings, LLC, dated as of April 7, 2015 and amended by a First Amendment to Limited
Liability Company Agreement, dated as of October 1, 2015 (as amended, the “Agreement”). Summit Union Life Holdings,
LLC (the “Company”) is a Delaware limited liability company formed for the purpose of acquiring, owning, improving,
leasing and operating through one or more Subsidiaries skilled nursing, assisted living, memory care, senior independent living
and other similar Facilities in the United States. All capitalized terms not otherwise defined herein shall have the meanings set
forth in the Agreement.


 


B.           Pursuant to the terms of the Agreement, the Company
acquired, as Tranche 1, two skilled nursing Facilities in Colorado, one assisted living Facility in Virginia and two skilled nursing/assisted
living Facilities and one independent living Facility in Oregon, each through a Subsidiary formed for the purpose of acquiring
and owning such Facility.


 


C.            Pursuant to the First Amendment to Limited Liability
Company Agreement, the Company approved the acquisition of four skilled nursing Facilities in Texas and one assisted living Facility
in New Hampshire (“Riverglen Facility”), each through a Subsidiary formed to acquire and own such Facility.


 


D.           The Members now desire to acquire four additional
assisted living and memory care Facilities located in Wisconsin (“Cottages Portfolio”), as more particularly set forth
below.


 






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AGREEMENT


 


1.           Acquisition of Tranche 3 Facilities. Schedule
1.1 of the Agreement is hereby amended to add each of the Facilities listed on the Schedule 1.1(b) attached to this Second Amendment
(the “Tranche 3 Facilities”), and the Members hereby approve the acquisition of each Tranche 3 Facility through the
execution of an Assignment and Assumption of Limited Liability Company Membership Interests between Company and Summit Healthcare
Operating Partnership, a Delaware limited partnership, dated of even date herewith, for the Purchase Price set forth on Schedule
1.1(a) for such Facility and otherwise on the terms set forth in the purchase agreement dated August 25, 2015 for the Cottages
Portfolio and the purchase agreement dated April 29, 2015 for the Riverglen Facility, each entered into by Manager.


 


2.           Additional Capital Contribution. Prior to the
closing for the acquisition of the Tranche 3 Facilities, or any portion thereof, Manager shall make a Capital Call pursuant to
Section 6.2(a) of the Agreement in the amount required to close the applicable escrow and pay the third party costs incurred in
connection with the acquisition, as set forth on the attached executed Schedules 2.7 for each of the Cottages Portfolio and the
Riverglen Facility. Each Member shall fund its pro rata share, based on its respective Percentage Interest, of the amount specified
in the Capital Call Notice within 5 Business days following the date of delivery of the Capital Call Notice.


 


3.           This Second Amendment may be executed in two or more
counterparts, each of which will constitute an original and all of which, when taken together, will constitute one Second Amendment.
The submission of a signature page transmitted by facsimile (or similar electronic transmission facility) will be considered an
“original” signature page for purposes of this Second Amendment so long as the original signature page is thereafter
transmitted by mail or by other delivery service and the original signature page is substituted for the facsimile signature page
in the original and duplicate originals of this Second Amendment.


 


4.           Except as expressly amended herein, the Agreement
shall remain in full force and effect as originally written.


 



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IN WITNESS WHEREOF, the undersigned have entered into this Second
Amendment as of the day and year first above written.


 


	 	SUMMIT HEALTHCARE OPERATING PARTNERSHIP,
	 	a Delaware limited partnership
	 	 	 
	 	By: 	Summit Healthcare REIT, Inc., a Maryland corporation,
	 	 	General Partner
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/ Kent Eikanas	 
	 	 	 	Kent Eikanas, President	 
	 	 	 	 	 
	 	 	 	 	 
	 	BEST YEARS LLC,	 
	 	a Delaware limited liability company	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Josh Johnson	 
	 	 	Josh Johnson, Director	 
	 	 	 	 
	The undersigned Manager hereby agrees to
be bound by the terms of this Second Amendment.

	 	 	 	 
	 	SUMMIT HEALTHCARE REIT, INC.,	 
	 	a Maryland corporation	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Kent Eikanas	 
	 	 	Kent Eikanas, President	 



 



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Schedule 1.1(b)


 


Cottages Portfolio Facilities


 


	Name of Facility	Street Address	Type of Facility and Licensed Capacity	Purchase Price
	Carolina Manor	

        3201 West 1st Avenue

        Appleton, WI 54915
	
        Assisted Living Facility

        45 Units / 45 Beds
	$7,200,000
	Carrington Manor	
        2626 Finger Road

        Green Bay, WI 54302
	
        Assisted Living Facility

        20 Units / 20 Beds
	$2,800,000
	Marla Vista Manor	
        647 Highway 190 West

        Woodville, TX  75979
	
        Assisted Living Facility

        40 Units / 40 Beds
	$5,750,000
	Marla Vista Gardens	
        2711 Pine Tree Road

        Longview, TX  75604
	
        Assisted Living Facility

        20 Units / 20 Beds
	$2,600,000



 



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Schedule 2.7


 


Intentionally omitted


 



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