AMENDMENT NO. 2


TO THE

TRANSITION TO INTERNAL MANAGEMENT AGREEMENT


 


This AMENDMENT NO. 2 to the TRANSITION
TO INTERNAL MANAGEMENT AGREEMENT is made and entered into on this 8th day of April, 2014 (this “Amendment”)
by and among, Sentio Healthcare Properties, Inc., a corporation organized under the laws of the State of Maryland (the “Company”),
Sentio Healthcare Properties OP, L.P., a Delaware limited partnership (the “Partnership,” and together
with the Company, the “Company Parties”), Sentinel RE Investment Holdings LP, a Delaware limited partnership
(the “Investor”), and Sentio Investments, LLC, a Florida limited liability company (the “Advisor”).


R
E C I T A L S


 


WHERAS, the Company and the Advisor
are parties to an advisory agreement pursuant to which the day-to-day business and affairs of the Company are managed by the Advisor
(the “Advisory Agreement”);


 


WHEREAS, on February 10, 2013, the
Company Parties, the Investor, and the Advisor, entered into the Transition to Internal Management Agreement (the “TIMA”),
as amended by Amendment no. 1 dated April 8, 2014, which, subject to the receipt of certain required third-party consents which
have heretofore been obtained, effected certain amendments to the terms of the Advisory Agreement;


 


WHEREAS, upon the terms set forth
in this Amendment, the parties have agreed to amend the definition of invested capital included in the Advisory Agreement to reflect
the effect of the repurchase of shares of the Company’s common stock through the issuance of preferred equity in the Company
or the Partnership;


 


NOW, THEREFORE, in consideration
of the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree to amend the TIMA as follows:


 


1.Amendment to Section
3a. Effective upon the receipt by the Company of the consent as required under the loan documents with respect to Woodlawn
Terrace at the Oaks, the following definition shall be added to Section 3a of the TIMA:


 


“Invested Capital” means, as
of any date, an amount equal to: Gross Proceeds, reduced by (i) the aggregate amount paid by the Company to repurchase Common Stock
from Stockholders, exclusive of any amounts funded from the issuance of preferred equity in the Company or the Operating Partnership,
(ii) all prior Distributions of Cash from Sales and Financings.


 


2.Ratification; Effect on Advisory
Agreement.


 


a.Ratification. The TIMA and the
Advisory Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed in all respects.


 


b.Effect on the Advisory Agreement.
On and after the date hereof, each reference in the TIMA to “this Agreement,” “herein,” “hereof,”
“hereunder,” or words of similar import shall mean and be a reference to the TIMA as amended hereby.


 


c.Counterparts; Facsimile. This
Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument. Original signatures hereto may be delivered by facsimile which shall be deemed originals.


 


 


Signature page follows.





 






    	 



    	 



    

 


 


IN WITNESS WHEREOF, the parties have executed
and delivered this Amendment as of the date first written above.


 





	 	THE COMPANY
	 	 
	 	Sentio Healthcare Properties, Inc.
	 	 
	 	By:	/s/ John Mark
    Ramsey      
	 	Name: John Mark Ramsey
	 	Title: President and Chief Executive Officer
	 	 
	 	 
	 	THE PARTNERSHIP
	 	 
	 	Sentio Healthcare Properties OP, L.P.
	 	 
	 	By:  Sentio Healthcare Properties, Inc.,
	 	its general partner
	 	 
	 	By:	/s/ John Mark Ramsey
	 	Name: John Mark Ramsey
	 	Title: President and Chief Executive Officer
	 	 
	 	THE INVESTOR
	 	 
	 	Sentinel RE Investment Holdings LP
	 	 
	 	By:	/s/ Billy
    Butcher   
	 	Name:	Billy Butcher
	 	Title:	Vice President   
	 	 
	 	THE ADVISOR
	 	 
	 	Sentio Investments, LLC
	 	 
	 	By:	/s/ John Mark
    Ramsey
	 	Name: John Mark Ramsey
	 	Title: Chief Executive Officer