Adcare Health Systems, Inc Sample Contracts

Regional Health Properties, Inc – AMENDED AND RESTATED FORBEARANCE AGREEMENT (January 7th, 2019)

This AMENDED AND RESTATED FORBEARANCE AGREEMENT (as amended, restated, amended or restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 31, 2018 by and among CP PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower (the “CP Borrower”), NORTHWEST PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower (the “Northwest Borrower”), ATTALLA NURSING ADK, LLC, a Georgia limited liability company, as borrower (the “Attalla Borrower”), ADCARE PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower and guarantor (“AdCare Holdco”; the CP Borrower, the Northwest Borrower, the Attalla Borrower and AdCare Holdco are collectively referred to herein as “Borrowers” and each, as a “Borrower”), HEARTH & HOME OF OHIO, INC., a Georgia corporation, as guarantor (the “HHO Guarantor”), REGIONAL HEALTH PROPERTIES, INC. a Georgia corporation, as guarantor (the “RHP Guarantor”), ADCARE OPERATIONS, LLC,

Regional Health Properties, Inc – Contract (December 28th, 2018)

Control Number: 17007836 STATE OF GEORGIA Secretary of State Corporations Division 313 West Tower 2 Martin Luther King, Jr. Dr. Atlanta, Georgia 30334-1530 CERTIFICATE OF AMENDMENT I, Robyn A. Crittenden, the Secretary of State and the Corporation Commissioner of the State of Georgia, hereby certify under the seal of my office that REGIONAL HEALTH PROPERTIES, INC. a Domestic Profit Corporations has filed articles/certificate of amendment in the Office of the Secretary of State on 12/31/2018 and has paid the required fees as provided by Title 14 of the Official Code of Georgia Annotated. Attached hereto is a true and correct copy of said articles/certificate of amendment. WITNESS my hand and official seal in the City of Atlanta and the State of Georgia on 12/28/2018. Robyn. A Crittenden Secretary of State

Regional Health Properties, Inc – FORBEARANCE AGREEMENT (November 14th, 2018)

This FORBEARANCE AGREEMENT (as amended, restated, amended or restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of September 6, 2018 by and among CP PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower (the “CP Borrower”), NORTHWEST PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower (the “Northwest Borrower”), ATTALLA NURSING ADK, LLC, a Georgia limited liability company, as borrower (the “Attalla Borrower”), ADCARE PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower and guarantor (“AdCare Holdco”; the CP Borrower, the Northwest Borrower, the Attalla Borrower and AdCare Holdco are collectively referred to herein as “Borrowers” and each, as a “Borrower”), HEARTH & HOME OF OHIO, INC., a Georgia corporation, as guarantor (the “HHO Guarantor”), REGIONAL HEALTH PROPERTIES, INC. a Georgia corporation, as guarantor (the “RHP Guarantor”), ADCARE OPERATIONS, LLC, a Georgia limited li

Regional Health Properties, Inc – SETTLEMENT AGREEMENT (May 21st, 2018)

This Settlement Agreement and Release (the “Agreement”) is by and between xxxxxxxxx (“xxxxxxxxxa”), on the one hand, and AdCare Health Systems, Inc.; Regional Health Properties, Inc.; AdCare Administrative Services, LLC; Woodland Hills HC Nursing, LLC; Woodland Hills HC Property Holdings, LLC; AdCare Operations, LLC; APH&R Nursing LLC d/b/a Cumberland Health and Rehabilitation Center; APH&R Property Holdings, LLC; Little Rock HC&R Nursing LLC d/b/a West Markham Sub Acute and Rehabilitation Center; Little Rock HC&R Property Holdings, LLC; Northridge HC&R Nursing, LLC d/b/a Northridge Healthcare and Rehabilitation; Northridge HC&R Property Holdings, LLC; Coosa Nursing ADK, LLC; xxxxxxxxxxx  and AdCare are collectively referred to herein as the “Parties” and each individually as a “Party.”

Regional Health Properties, Inc – FORBEARANCE AGREEMENT (May 21st, 2018)

This FORBEARANCE AGREEMENT (as amended, restated, amended or restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 18, 2018 by and among CP PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower (the “CP Borrower”), NORTHWEST PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower (the “Northwest Borrower”), ATTALLA NURSING ADK, LLC, a Georgia limited liability company, as borrower (the “Attalla Borrower”), ADCARE PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower and guarantor (“AdCare Holdco”; the CP Borrower, the Northwest Borrower, the Attalla Borrower and AdCare Holdco are collectively referred to herein as “Borrowers” and each as a “Borrower”), HEARTH & HOME OF OHIO, INC., a Georgia corporation, as guarantor (the “HHO Guarantor”), REGIONAL HEALTH PROPERTIES, INC. a Georgia corporation, as guarantor (the “RHP Guarantor”; the HHO Guarantor, AdCare Holdco and the RHP Guaran

Regional Health Properties, Inc – PLEDGE AGREEMENT (May 21st, 2018)

This PLEDGE AGREEMENT (this “Agreement”) is dated as of May 18, 2018 by and between ADCARE OPERATIONS, LLC, a Georgia limited liability company (“Pledgor”), and PINECONE REALTY PARTNERS, II, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

Regional Health Properties, Inc – THIRD AMENDMENT TO PROMISSORY NOTE (May 21st, 2018)

THIS THIRD AMENDMENT TO PROMISSORY NOTE (this "Amendment") is made as of April 30, 2018 (the "Amendment Date") by and between QC Property Holdings, LLC, a Georgia limited liability company (“Borrower”), and Congressional Bank, a Maryland chartered commercial bank, and its successors and assigns (collectively, “Lender”), as successor in interest to Housing & Healthcare Funding, LLC, a Delaware limited liability company.

Regional Health Properties, Inc – GUARANTY AGREEMENT (May 21st, 2018)

This GUARANTY AGREEMENT (this “Guaranty”) is made as of May 18, 2018 by ADCARE OPERATIONS, LLC, a Georgia limited liability company, as guarantor (the “New Guarantor”), to and for the benefit of PINECONE REALTY PARTNERS, II, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

Regional Health Properties, Inc – LOAN AGREEMENT Dated as of February 15, 2018 among CP PROPERTY HOLDINGS, LLC, NORTHWEST PROPERTY HOLDINGS, LLC and ATTALLA NURSING ADK, LLC (April 16th, 2018)

THIS LOAN AGREEMENT is dated as of February 15, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) by and among CP PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower (the “CP Borrower”), NORTHWEST PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower (the “Northwest Borrower”), ATTALLA NURSING ADK, a Georgia limited liability company, as borrower (the “Attalla Borrower”), and ADCARE PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as borrower and guarantor (“AdCare Holdco”; the CP Borrower, the Northwest Borrower, the Attalla Borrower and AdCare Holdco are collectively referred to herein as “Borrowers” and each as a “Borrower”); HEARTH & HOME OF OHIO, INC., a Georgia corporation, as guarantor (the “HHO Guarantor”), REGIONAL HEALTH PROPERTIES, INC. a Georgia corporation, as guarantor (the “RHP Guarantor”; the HHO Guarantor, AdCare Holdco and the RHP Guarantor are collect

Regional Health Properties, Inc – PROMISSORY NOTE (April 16th, 2018)

FOR VALUE RECEIVED, the undersigned ("Borrower"), hereby promises to pay to Pinecone Realty Partners Il, LLC, a Delaware limited liability company, or its successors and/or assigns ("Lender"), the principal amount of TWO MILLION AND 00/100 DOLLARS ($2,000,000.00) as provided in accordance with the provisions of that certain Loan Agreement by and among Borrower, CP Property Holdings, LLC, a Georgia limited liability company, Attalla Nursing ADK, LLC, a Georgia limited liability company, and AdCare Property Holdings, LLC, a Georgia limited liability company, as borrowers, Hearth & Home of Ohio, Inc., a Georgia corporation, as a guarantor, AdCare Property Holdings, LLC, a Georgia limited liability company, as a guarantor, Regional Health Properties, Inc., a Georgia corporation, as a guarantor, and Lender of even date herewith (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Loan Agreement"). All capitalized terms used but not defined i

Regional Health Properties, Inc – PROMISSORY NOTE (April 16th, 2018)

FOR VALUE RECEIVED, the undersigned ("Borrower"), hereby promises to pay to Pinecone Realty Partners Il, LLC, a Delaware limited liability company, or its successors and/or assigns ("Lender"), the principal amount of THREE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($3,500,000.00) as provided in accordance with the provisions of that certain Loan Agreement by and among Borrower, CP Property Holdings, LLC, a Georgia limited liability company, Northwest Property Holdings, LLC, a Georgia limited liability company, and Attalla Nursing ADK, LLC, as borrowers, Hearth & Home of Ohio, Inc., a Georgia corporation, as a guarantor, Regional Health Properties, Inc., a Georgia corporation, as a guarantor, Borrower, as a guarantor, and Lender of even date herewith (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Loan Agreement"). All capitalized terms used but not defined in this Note shall have the meanings given to such terms in the Loan

Regional Health Properties, Inc – PROMISSORY NOTE (April 16th, 2018)

FOR VALUE RECEIVED, the undersigned ("Borrower"), hereby promises to pay to Pinecone Realty Partners Il, LLC, a Delaware limited liability company, or its successors and/or assigns ("Lender"), the principal amount of EIGHT MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS as provided in accordance with the provisions of that certain Loan Agreement by and among Borrower, CP Property Holdings, LLC, a Georgia limited liability company, Northwest Property Holdings, LLC, a Georgia limited liability company, and AdCare Property Holdings, LLC, a Georgia limited liability company, as borrowers, Hearth & Home of Ohio, Inc., a Georgia corporation, as a guarantor, AdCare Property Holdings, LLC, a Georgia limited liability company, as a guarantor, Regional Health Properties, Inc., a Georgia corporation, as a guarantor, and Lender of even date herewith (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”). All capitalized terms

Regional Health Properties, Inc – GUARANTY AGREEMENT (April 16th, 2018)

This GUARANTY AGREEMENT (the “Guaranty”) is made as of February 15, 2018 by REGIONAL HEALTH PROPERTIES, INC., a Georgia corporation, as guarantor (the “RHP Guarantor”), ADCARE PROPERTY HOLDINGS, LLC, a Georgia limited liability company, as guarantor (the “AdCare Guarantor”), and HEARTH & HOME OF OHIO, INC., a Georgia limited liability company, as guarantor (the “HHO Guarantor”; in such capacity as guarantors, the RHP Guarantor, the AdCare Guarantor and the HHO Guarantor are collectively referred to herein as “Guarantors” and each as a “Guarantor”) to and for the benefit of PINECONE REALTY PARTNERS, II, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

Regional Health Properties, Inc – SECOND AMENDMENT TO MASTER SUBLEASE AGREEMENT (April 16th, 2018)

THIS SECOND AMENDMENT T MASTER SUBLEASE AGREEMENT (this "Amendment') is entered into as of the 30 day of March, 2018 by and among ADK GEORGIA, LLC, a Georgia limited liability company ("Sublessor") and OS TYBEE, LLC, a Georgia limited liability company ("OS Tybee"), SB TYBEE, LLC, a Geprgia limited liability company ("SB Tybee") and JV JEFFERSONVILLE, LLC, a Georgia limited liability company ("W Jeffersonville") (OS Tybee, SB Tybee and JV Jeffersonville are collectively referred to as "Sublessee") and amends that certain Master Sublease between Sublessor and Sublessee dated June 18, 2016, as amended by that certain First Amendment (the "Master Sublease"). Capitalized terms used herein which are not otherwise defined shall have the meanings assigned to such terms in the Master Sublease.

Regional Health Properties, Inc – SETTLEMENT AGREEMENT (April 16th, 2018)

This Settlement Agreement and Release (the “Agreement”) is by and between Columbia Casualty Company (“Columbia”), on the one hand, and AdCare Health Systems, Inc.; Regional Health Properties, Inc.; AdCare Administrative Services, LLC; Woodland Hills HC Nursing, LLC; Woodland Hills HC Property Holdings, LLC; AdCare Operations, LLC; APH&R Nursing LLC d/b/a Cumberland Health and Rehabilitation Center; APH&R Property Holdings, LLC; Little Rock HC&R Nursing LLC d/b/a West Markham Sub Acute and Rehabilitation Center; Little Rock HC&R Property Holdings, LLC; Northridge HC&R Nursing, LLC d/b/a Northridge Healthcare and Rehabilitation; Northridge HC&R Property Holdings, LLC; Coosa Nursing ADK, LLC; Denene Hurst; Jackie Campbell; Robert Barnett; Blaine Brint; Patricia Ann Cahoon; Glenn Clark; Gloria Hall Cooper; Sheneeivah Gilbert; Lauren Greenwood; Rickey Griffin; Debbie Hicks; Mary Huntsman-Hartfield; Mishana Jackson; Mary Pauline Lowe; Timothy Simmons; and Richard West (collectively, “AdCare”

Regional Health Properties, Inc – PROMISSORY NOTE (April 16th, 2018)

FOR VALUE RECEIVED, the undersigned ("Borrower"), hereby promises to pay to Pinecone Realty Partners Il, LLC, a Delaware limited liability company, or its successors and/or assigns ("Lender"), the principal amount of TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($2,500,000.00) as provided in accordance with the provisions of that certain Loan Agreement by and among Borrower, Northwest Property Holdings, LLC, a Georgia limited liability company, Attalla Nursing ADK, LLC, a Georgia limited liability company, and AdCare Property Holdings, LLC, a Georgia limited liability company, as borrowers, Hearth & Home of Ohio, Inc., a Georgia corporation, as a guarantor, AdCare Property Holdings, LLC, a Georgia limited liability company, as a guarantor, Regional Health Properties, Inc., a Georgia corporation, as a guarantor, and Lender of even date herewith (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Loan Agreement"). All capitalized

Adcare Health Systems, Inc – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF (October 2nd, 2017)

The name of the corporation is Regional Health Properties, Inc., a Georgia corporation (the “Corporation”). The Corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Georgia.

Adcare Health Systems, Inc – Page ARTICLE I OFFICES AND AGENT 1.01 Registered Office and Agent 1 1.02 Other Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 2.01 Annual Meetings 1 2.02 Special Meetings 1 2.03 Place of Meetings 1 2.04 Notice of Meetings 1 2.05 Voting Group 2 2.06 Quorum for Voting Groups 2 2.07 Vote Required for Action 2 2.08 Voting for Directors 2 2.09 Voting of Shares 2 2.10 Proxies 2 2.11 Chairman of the Board; Conduct of Meetings 3 2.12 Inspectors 3 2.13 Adjournments 3 2.14 Action by Shareholders Without a Meeting 3 2.15 Shareholder Proposals and Director Nominations 3 ARTICLE III THE BOARD OF DIRECTORS 3 (October 2nd, 2017)
Adcare Health Systems, Inc – UNAUDITED PRO FORMA FINANCIAL INFORMATION (October 2nd, 2017)

AdCare Health Systems, Inc., a Georgia corporation (the “Predecessor Registrant”), merged with and into its wholly owned subsidiary, Regional Health Properties, Inc., a Georgia corporation (the “Company”), on September 29, 2017, pursuant to an Agreement and Plan of Merger, dated July 7, 2017 (the “Merger Agreement”), with the Company continuing as the surviving corporation (the “Merger”).  At 5:00 p.m., Eastern Time, on September 29, 2017, the effective time of the Merger (the “Effective Time”), the Company succeeded to the assets, continued the business and assumed the obligations of the Predecessor Registrant immediately prior to the Merger.

Adcare Health Systems, Inc – AGREEMENT AND PLAN OF MERGER (July 11th, 2017)

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 7, 2017, by and between AdCare Health Systems, Inc., a Georgia corporation (“AdCare”), and Regional Health Properties, Inc., a Georgia corporation (“RHE”).

Adcare Health Systems, Inc – At Market Issuance Sales Agreement (May 30th, 2017)
Adcare Health Systems, Inc – GUARANTY (May 15th, 2017)

THIS GUARANTY (this “Guaranty”) is made as of April 6, 2017 by ADCARE HEALTH SYSTEMS, INC., a Georgia Corporation, its successors and assigns (“Guarantor”) to and for the benefit of CONGRESSIONAL BANK, a Maryland chartered commercial bank (“Lender”).

Adcare Health Systems, Inc – FIRST AMENDMENT TO PROMISSORY NOTE (May 15th, 2017)

This First Amendment to Promissory Note ("First Amendment") is made as of this 7th day of April 2017 and amends that certain Promissory Note dated Ju ly 6, 2016 (the "Note") by OS TYBEE, LLC, a Georgia limited liability company (“OS Tybee”), SB TYBEE, LLC, a Georgia limited liability company (“SB Tybee”), and JV JEFFERSONVILLE, LLC, a Georgia limited liability company (“JV Jeffersonville”), jointly and severally, (collectively referred to as “Maker”), in favor of ADCARE HEALTH SYSTEMS, INC., a Georgia corporation (hereinafter, “Holder”), pursuant to which Maker was entitled to borrow from Holder the principal sum of up to ONE MILLION AND 00/100 DOLLARS ($1,000,000.00), together with simple interest accruing on the unpaid balance of this Note at a rate equal to Thirteen and one-half percent (13.5%) per annum (the “Interest Rate”). Maker and Holder desire and agree to amend the Note as follows:

Adcare Health Systems, Inc – LEASE AGREEMENT (May 15th, 2017)

THIS LEASE AGREEMENT (this “Lease”) is entered into as of the 22nd day of March, 2017 (the “Execution Date”) by and between MEADOWOOD PROPERTY HOLDINGS, LLC a Georgia limited liability company (“Landlord”) and CRM OF MEADOWOOD, LLC, a Georgia limited liability company (“Tenant”), for the improved real property described on Exhibit “A-1” (the “Premises”), on which Premises is located that certain 85 unit assisted living and memory care facility located at 509 Pineview Avenue, Glencoe, Alabama 35905, including the “Landlord Personal Property” associated therewith described on Exhibit “A-2” (the Landlord Personal Property together with the Premises, being collectively the “Facility”). Certain capitalized terms used in this Lease are defined on Exhibit “B”.

Adcare Health Systems, Inc – AdCare Health Systems Reports Fourth Quarter and Full-Year Financial 2016 Results Provides Business Update ATLANTA, GA, March 24, 2017—AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT: ADK.PRA), a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term care, today provided an update on its business and reported results for the three and twelve months ended December 31, 2016. Business Update • Signed a definitive purchase agreement to purchase an assisted living facility located in Alabama with 106 operational be (March 24th, 2017)
Adcare Health Systems, Inc – NYSE MKT: ADK Forward-Looking Statements 2 Statements contained in this presentation that are not historical facts may be forward-looking statements within the meaning of federal law. Such statements can be identified by the use of forward-looking terminology, such as "believes," "expects," "plans," "intends," "anticipates" and variations of such words or similar expressions, but their absence does not mean that the statement is not forward-looking. Statements in this presentation that are forward-looking include, among other things, statements regarding the company's transition to a healthcar (December 8th, 2016)
Adcare Health Systems, Inc – The new share repurchase programs announced today will terminate on November 10, 2017. The common stock repurchase program that was previously announced by the Company on November 9, 2015 has terminated. In September 2016, the Company ceased sales of its Series A Preferred Stock under its previously announced at- the-market sales agreements and related shelf registration statement and will not engage in any such sales unless the preferred stock repurchase program announced today has terminated. Summary of Financial Results for the Three Months and Nine Months Ended September 30, 2016 Revenues i (November 14th, 2016)
Adcare Health Systems, Inc – SUBORDINATION AND STANDSTILL AGREEMENT September 26, 2016 (October 11th, 2016)
Adcare Health Systems, Inc – UNAUDITED PRO FORMA FINANCIAL INFORMATION (October 11th, 2016)

On October 6, 2016, nine wholly-owned subsidiaries (the “Sellers”) of AdCare Health Systems, Inc. (the “Company”) completed the sale of nine facilities located in Arkansas, together with substantially all of the fixtures, equipment, furniture and other assets relating to such facilities (the “Arkansas Facilities”), to Little Ark Realty Holdings, LLC (the “Purchaser”), an affiliate of Skyline Healthcare LLC (“Skyline”). Prior to the closing of the sale of the Arkansas Facilities (the “Closing”), the Sellers leased the Arkansas Facilities to Skyline.

Adcare Health Systems, Inc – MASTER SUBLEASE AGREEMENT (August 15th, 2016)

THIS MASTER SUBLEASE AGREEMENT (this “Sublease”) is entered into as of the 18th day of June, 2016 (the “Execution Date”) by and among ADK GEORGIA, LLC, a Georgia limited liability company (“Sublessor”) and OS TYBEE, LLC, a Georgia limited liability company (“OS Tybee”), SB TYBEE, LLC, a Georgia limited liability company (“SB Tybee”) and JV JEFFERSONVILLE, LLC, a Georgia limited liability company (“JV Jeffersonville”) (OS Tybee, SB Tybee and JV Jeffersonville are sometimes collectively referred to as “Sublessee”) for the improved real property described on Exhibit “A-1” and any and all improvements now or hereinafter located on such real property, together with all parking and loading areas, all easements, rights of way, and other rights appurtenant thereto (collectively, the “Premises”), on which Premises are located those certain Facilities (as defined below) including the “Sublessor Personal Property” associated therewith described on Exhibit “A-2”. Certain capitalized terms used

Adcare Health Systems, Inc – SECURITY AGREEMENT (August 15th, 2016)

THIS SECURITY AGREEMENT (the "Agreement") is made and entered into, as of this 6th day of July 2016, by and among OS TYBEE, LLC, a Georgia limited liability Debtor (“OS Tybee”), SB TYBEE, LLC, a Georgia limited liability Debtor (“SB Tybee”) and JV JEFFERSONVILLE, LLC, a Georgia limited liability Debtor (“JV Jeffersonville”) (OS Tybee, SB Tybee and JV Jeffersonville are sometimes collectively referred to as “Debtors”), and ADK GEORGIA, LLC, a Georgia limited liability Debtor ("Secured Party"), with reference to the following facts:

Adcare Health Systems, Inc – NYSE MKT: ADK Forward-Looking Statements 2 Statements contained in this presentation that are not historical facts may be forward-looking statements within the meaning of federal law. Such statements can be identified by the use of forward-looking terminology, such as "believes," "expects," "plans," "intends," "anticipates" and variations of such words or similar expressions, but their absence does not mean that the statement is not forward-looking. Statements in this presentation that are forward-looking include, among other things, statements regarding the company's transition to a healthcar (May 23rd, 2016)
Adcare Health Systems, Inc – THIRD AMENDMENT TO LEASE (May 16th, 2016)

This Third Amendment to Lease (this "Amendment") is made and entered into as of October 1,2015 (the "Effective Date") by and between WILLIAM M. FOSTER, an individual residing in Twiggs County, Georgia ("Lessor") and ADK GEORGIA, LLC, a Georgia limited liability company ("Lessee") with regard to the foregoing.

Adcare Health Systems, Inc – OPTION AGREEMENT FOR THE SALE AND PURCHASE OF REAL PROPERTY (March 30th, 2016)

THIS OPTION AGREEMENT FOR THE SALE AND PURCHASE OF REAL PROPERTY (“Agreement”) is made and entered into as of the 5th day of February, 2016 (the “Effective Date”), by and between Joseph Schwartz, or entities designated by Joseph Schwartz (or its designated affiliate) (“Purchaser”) and the entities identified as landlords on Schedule 1 attached hereto and incorporated herein by reference (collectively, “Seller”).

Adcare Health Systems, Inc – MASTER LEASE AGREEMENT (March 30th, 2016)

THIS MASTER LEASE AGREEMENT (this “Lease”) is entered into as of the 5th day of February, 2016 (the “Execution Date”) by and among the entities identified as landlords on Schedule 1 attached hereto and incorporated herein by reference (collectively, the “Landlord”) and SKYLINE HEALTHCARE LLC, or other entities to be formed by the Tenant, those entities to be identified as tenants on Schedule 1 (collectively, the “Tenant”) for (i) the improved real property described on Exhibits “A-1” through “A-9” attached hereto and incorporated herein by reference (collectively, the “Real Property”) and (ii) the “Landlord Personal Property” associated therewith described on Exhibit “B” (the Landlord Personal Property together with the Real Property, are collectively referred to as the “Premises”). Certain capitalized terms used in this Lease are defined on Exhibit “C”.