PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS by and among VAN BUREN STREET LLC, a Delaware limited liability company; RANDOLPH ROAD, LLC, a Delaware limited liability company; and ST. THOMAS MORE, LLC, a Nevada limited liability company...

Exhibit 2.1

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

by and among

VAN BUREN STREET LLC,

a Delaware limited liability company;

XXXXXXXX ROAD, LLC,

a Delaware limited liability company; and

ST. XXXXXX XXXX, LLC,

a Nevada limited liability company

(individually and collectively, “Seller”)

and

SABRA HEALTH CARE NORTHEAST, LLC,

a Delaware limited liability company

(“Buyer”)

June 22, 2015

TABLE OF CONTENTS

OF PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS


			Page No.
1.	Agreement to Purchase and Sale			2
2.	Purchase Price			2
(a)	Deposit			2
(b)	Balance of Purchase Price			2
	(c)	Application of Deposit		2
3.	Closing Conditions			3
	(a)	Title and Survey		3
	(b)	Buyer’s Due Diligence; Independent Consideration		3
	(c)	Documents Provided by Seller		4
	(d)	Date Down of Representations; No Breach of Covenants		5
	(e)	Financial Condition; Material Adverse Change		5
	(f)	CON Approval		5
4.	Seller Contingencies			5
	(a)	Documents to be Provided by Escrow Holder		5
	(b)	Date Down of Representations; No Breach of Covenants		5
	(c)	CON Approval		5
5.	Escrow			6
	(a)	Escrow Holder; Escrow Instructions		6
	(b)	Opening and Close of Escrow		6
	(c)	Seller Deposits into Escrow		6
	(d)	Buyer Deposits into Escrow		7
	(e)	Seller Deliverables to Buyer		7
	(f)	Buyer Deliverables to Seller		8
	(g)	Authorization to Close Escrow		9
	(h)	Concurrent Assignment		9
	(i)	Interpleader		9
	(j)	U.S. Treasury Regulations		9
6.	Closing Costs			10
	(a)	Seller Costs		10
	(b)	Buyer Costs		10
	(c)	Cost of the Title Policies		10
	(d)	Other Costs		10
	(e)	Cancellation of Escrow		10
7.	Prorations and Adjustments			10

(i)

TABLE OF CONTENTS

(continued)


			Page No.
8.	Title			10
	(a)	Conveyance		10
	(b)	Title Policies		10
9.	Representations and Warranties of Buyer			11
	(a)	Organization		11
	(b)	Authority; Enforceability; Conflict		11
	(c)	No Litigation		11
10.	Representations and Warranties of Seller			11
	(a)	Organization		11
	(b)	Authority; Enforceability; Conflict		12
	(c)	Physical Condition		12
	(d)	Compliance		12
	(e)	Accuracy of Information		12
	(f)	Litigation; Condemnation		12
	(g)	Utilities		13
	(h)	Title		13
	(i)	CC&R’s		13
	(j)	Hazardous Materials		13
	(k)	Mold		14
	(l)	Third Party Consents		14
	(m)	Licensure		14
	(n)	Foreign Person		14
	(o)	Government Program Participation		14
11.	Seller’s Covenants			15
	(a)	Operation of Property		15
	(b)	Records		16
	(c)	Exclusivity		16
	(d)	Review Right		16
12.	Right to Enter Property			16
13.	Loss by Fire, Other Casualty or Condemnation			17
14.	Liquidated Damages			18
15.	Indemnification			18
16.	Broker’s Commission			18
17.	Notices			19
18.	Miscellaneous Provisions			19
	(a)	Incorporation of Prior Agreements		19

(ii)

TABLE OF CONTENTS

(continued)


		Page No.
(b)	Buyer’s Right to Assign		19
(c)	Attorneys’ Fees		20
(d)	Time is of the Essence		20
(e)	Successors and Assigns		20
(f)	No Personal Liability or Third Party Beneficiaries		20
(g)	Governing Law; Choice of Forum		20
(h)	Counterparts		20
(i)	Interpretation; Construction		20
(j)	Exhibits; Schedule; Recitals Verified		21
(k)	Waiver by a Party		21
(l)	Further Assurances		21
(m)	Injunctive and Equitable Relief		21
(n)	Business Days		21
(o)	Survival		21
(p)	Confidentiality		21
(q)	Joint and Several		22

SCHEDULES/EXHIBITS:

SCHEDULE 1 DESCRIPTION OF FACILITIES

EXHIBIT A LEGAL DESCRIPTION OF THE LAND

EXHIBIT 3(a) PROFORMAS

EXHIBIT 5(c)(i) FORM OF LIMITED OR SPECIAL WARRANTY DEED

EXHIBIT 5(e)(i) FORM OF NON-FOREIGN AFFIDAVIT

EXHIBIT 5(e)(ii)(A) FORM OF XXXX OF SALE FOR THE SELLER PERSONAL PROPERTY

EXHIBIT 5(e)(ii)(B) FORM OF XXXX OF SALE FOR THE CURRENT OPERATOR PERSONAL PROPERTY

EXHIBIT 5(e)(iii) FORM OF MASTER LEASE

EXHIBIT 5(e)(v) FORM OF REPAIR AGREEMENT

EXHIBIT 5(e)(vi) FORM OF SUBORDINATION OF MANAGEMENT AGREEMENT

EXHIBIT 5(e)(vii) FORM OF ROFO AGREEMENT

EXHIBIT 5(e)(viii) FORM OF HAGERSTOWN PSA

SCHEDULE 10 EXCEPTIONS TO SELLER’S REPRESENTATIONS AND WARRANTIES

(iii)

GLOSSARY OF TERMS


	Page No.

Agreement		1
Xxxx of Sale		7
Buyer		1
Buyer Contingencies		3
Claims		9
Close of Escrow		6
Closing Statement		7
CON Approval		5
Contracts		4
Counties		9
Covenant Survival Termination Date		16
Current Operator		1
Current Operator Personal Property		1
Deed		6
Deposit		2
Due Diligence Expiration Date		3
Environmental Enactments		13
Escrow		6
Escrow Holder		6
Executive Order		14
Existing Leases		7
Facilities		1
Facility		1
Facility Manager		8
Fixtures		1
Hagerstown PSA		8
Hazardous Materials		13
Improvements		1
Land		1
Licenses		4
Master Landlord		7

(iv)

GLOSSARY OF TERMS


Master Lease			7
Master Tenant			7
Material Damage			17
Material Taking			17
Notice of Breach of Covenant			16
Notice of Breach of Rep			15
OFAC			14
Opening of Escrow			6
Operator Property			1
Owner Licenses			9
Ownership & Operation Expenses			10
Permitted Exceptions			3
Person			14
Personal Property			1
Plans and Reports			4
Proformas			3
Prohibited Person			14
Property			1
Property Documents			4
Purchase Price			2
Regulation			10
Rep Survival Termination Date			15
Repair Agreement			8
ROFO Agreement			8
Seller			1
Seller Contingencies			5
Seller Personal Property			1
Subordination Agreements			8
Title Company			3
Title Policy			11
Warranties			4

(v)

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is entered into as of June 22, 2015 (the “Execution Date”), by and among the entities listed as “Seller” on Schedule 1 attached hereto (each referred to herein individually and collectively as “Seller”), on one hand, and SABRA HEALTH CARE NORTHEAST, LLC, a Delaware limited liability company (“Buyer”), on the other hand.

R E C I T A L S

A. Seller owns the fee interest in those certain parcels of real property described in Exhibit A attached hereto (collectively, the “Land”).

B. The Land is improved with the skilled nursing facilities listed on Schedule 1 and other related improvements (collectively, the “Improvements”). Each facility and the underlying Land on which such facility rests, along with all other Property (as defined below) related to such facility, shall at times be referred to herein as a “Facility” and collectively as the “Facilities.”

C. The term “Property” as used herein, means (i) all of Seller’s right, title and interest, if any, in and to the following: (a) the Land, together with all rights, privileges, easements, rights of way, mineral and water rights and other appurtenances to the Land, including parking rights appurtenant thereto; (b) all Improvements thereon; (c) all fixtures of a permanent nature currently affixed to the Land or the Improvements (“Fixtures”); (d) the rights under the certificate of need laws of the State of Maryland to the beds located at the Facilities (the “Bed Rights”); (e) all outstanding Warranties, Owner Licenses, Plans and Reports and Claims (each, as defined below) pertaining to the Land or the Improvements; and (f) all fixtures (other than the Fixtures), equipment and personal property and intangible property owned by Seller and used or intended to be used in connection with the operation of the Facilities, including all of Seller’s deposits and bonds relating to the Facilities (the matters referred to in this clause (f) being collectively referred to herein as, the “Seller Personal Property”), and (ii) all of Current Operator’s (as defined below) right, title and interest, if any, in and the name of the Facilities identified on Schedule 1 and the equipment and tangible personal property owned by Current Operator and used or intended to be used in connection with the operation of the applicable Facility (the matters referred to in this clause (ii) being collectively referred to herein as, the “Current Operator Personal Property,” and collectively with the Seller Personal Property, the “Personal Property”). As used in this Agreement, “Current Operator” shall refer to the current, licensed operator of a Facility operating such Facility pursuant to an existing lease between Seller and such Current Operator and as identified in Schedule 1 hereto. Notwithstanding anything to the contrary set forth above, the following are not part of the Property (collectively, the “Operator Property”): (a) all vehicles used in connection with the operation of the Facilities; (b) all rights to all ongoing or outstanding Contracts; (c) all office supplies, medical supplies, food supplies, housekeeping supplies, laundry supplies and inventories and supplies physically on hand at the Facilities as of the Close of Escrow (as defined below); (d) all customer lists, resident files and records related to current residents and all books and records with respect to the operation of the Facilities existing and physically located at the Facilities as of the Close of Escrow; (e) all employee time recording devices, computers, computer software, hardware and discs used in connection with the operation of the Facilities, all employee pagers, employee manuals, training materials, policies, procedures and materials related thereto with respect to the operation of the Facilities, all telephone numbers, brochures, pamphlets, flyers, mailers and all other promotional materials related to the marketing and advertising of the business conducted at the Facilities, all marketing studies, analysis and similar materials related to the business conducted at the Facilities and the market or potential market therefor; (f) all suits and causes of action related to the Operator Property together with all contingent and

unliquidated claims, counterclaims and rights to setoff claims related to the Operator Property or Manager; (g) the general corporate trademarks, service marks, logos and insignia of Seller or Current Operator (other than the names of the Facilities); (h) the accounts receivable, notes receivable and cash on hand with respect to the Facilities; (i) all amounts refunded by the Centers for Medicare and Medicaid Services or the Maryland Health Care Commission of any civil monetary penalties paid by Current Operator or Seller prior to the Closing of Escrow; and (j) all Licenses other than the Owner Licenses.

D. Seller desires to sell the Property to Buyer, and Buyer desires to buy the Property from Seller, all pursuant to the terms and conditions set forth below.

AGREEMENT

NOW, THEREFORE, taking into account the foregoing Recitals, and in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:

1. Agreement to Purchase and Sale. Seller hereby agrees to sell, convey and assign the Property to Buyer, and Buyer agrees to buy and accept the Property from Seller, under the terms and conditions and for the purchase price hereinafter set forth.

2. Purchase Price. The purchase price to be paid for the Property (the “Purchase Price”) at the Close of Escrow is One Hundred Seventy-Five Million One Hundred Fifty Thousand Dollars ($175,150,000.00). The Purchase Price shall be paid in the following increments at the following times:

(a) Deposit. Buyer shall make a cash deposit of Two Million Dollars ($2,000,000.00) into Escrow (as hereinafter defined) within one (1) business day of the Due Diligence Expiration Date (as hereinafter defined).

(b) Balance of Purchase Price. The balance of the Purchase Price, as well as all sums necessary to pay Buyer’s costs and expenses as required by this Agreement in connection with this transaction shall be deposited by Buyer into Escrow in immediately available funds prior to the Close of Escrow.

(c) Application of Deposit. The cash deposited into Escrow pursuant to Section 2(a) above, together with all interest earned thereon, shall sometimes collectively be referred to herein as the “Deposit.” If this Agreement is terminated (i) as a result of Buyer’s timely disapproval of any of the contingencies set forth in Section 3 below, (ii) by reason of the failure of any condition precedent in favor of Buyer as set forth in this Agreement, or (iii) for any other reason except for a default under this Agreement solely on the part of Buyer, then the Deposit shall be released by Escrow Holder (as hereinafter defined) to Buyer upon demand by Buyer, after which, neither Seller nor Buyer shall have any further rights or obligations hereunder except those obligations which specifically survive the termination of this Agreement. If the purchase and sale of the Property is consummated as contemplated hereunder, the Deposit shall be applied against the Purchase Price at the Close of Escrow and shall be paid to Seller or disbursed to the order of Seller at the Close of Escrow. All Deposits made by Buyer pursuant to this Section 2 or Section 5 below shall be placed in a federally insured interest-bearing account by Escrow Holder upon terms acceptable to Buyer to be held by Escrow Holder in trust for the benefit of Buyer. If the purchase and sale of the Property is not consummated because of a default under this Agreement solely on the part of Buyer, the Deposit shall be non-refundable to Buyer and shall constitute the liquidated damages due to Seller pursuant to, and subject to the exception set forth in, Section 14 below.

3. Closing Conditions. Buyer’s obligation to purchase the Property and the remainder of Buyer’s obligations under this Agreement shall be subject to its approval of each contingency set forth below (collectively, the “Buyer Contingencies”) within the time periods indicated below. The Buyer Contingencies are for the sole benefit of Buyer. The satisfaction of each Buyer Contingency is a condition precedent to the Close of Escrow. Buyer may approve or disapprove any or all of the documents, materials, items and matters identified in this Section 3 in its sole and absolute discretion, except as otherwise specifically provided below. This Agreement may be terminated upon written notice by Buyer: (i) as a result of Buyer’s disapproval of any of the contingencies set forth in this Section 3, or (ii) by reason of the failure of any condition precedent in favor of Buyer as set forth in this Agreement. If this Agreement is terminated for any reason other than a default under this Agreement solely on the part of Buyer, then Buyer shall be relieved of all obligations and liabilities under this Agreement. Upon approval, the deemed approval or the waiver of all of the Buyer Contingencies by Buyer, the Deposit (to the extent then held in Escrow), shall be nonrefundable to Buyer and shall be considered liquidated damages in Escrow pursuant to, and subject to the exception set forth in, Section 14 hereof. Nothing in the foregoing shall require Buyer to deposit into Escrow any additional sums, documents or deposits if it has disapproved any of the Buyer Contingencies until such disapproved Buyer Contingencies have been waived or satisfied or otherwise approved by Buyer.

(a) Title and Survey. Concurrently with the Close of Escrow, Fidelity National Title Insurance Company (the “Title Company”) shall be irrevocably and unconditionally committed to issue the Title Policies (as defined below) in the form of the proformas attached hereto as Exhibit 3(a) (the “Proformas”), including all title endorsements affixed thereto, subject only to those exceptions which appear on such proformas as modified and/or endorsed pursuant to the documents affixed thereto (the “Permitted Exceptions”).

(b) Buyer’s Due Diligence; Independent Consideration.

(i) On or before June 24, 2015 (the “Due Diligence Expiration Date”), Buyer shall have completed its due diligence investigation of the Property and shall have approved or disapproved such matters as Buyer deems appropriate in its sole and absolute discretion with respect to the Property, including without limitation any items related to the physical condition of the Property or the Property’s suitability for Buyer’s intended purpose. Buyer shall have the absolute and unconditional right to terminate this Agreement upon notice to Seller on or before 5:00 p.m., Los Angeles, California, time on the Due Diligence Expiration Date. Notwithstanding anything to the contrary herein, such notice of termination may be delivered via email to Seller’s counsel at xxxxx@xxxxxxxxxxxxxx.xxx. Upon any such termination in accordance with the terms of this Section 3(b)(i), the Deposit shall be returned to Buyer as provided in Section 2(c) and neither party hereto shall have any further obligation to the other, with the exception of those obligations that are expressly stated to survive the termination of this Agreement. If Buyer fails to affirmatively waive its right to terminate this Agreement in the time and manner set forth in this Section 3(b)(i), Buyer shall be deemed to have elected to terminate this Agreement as provided immediately above.

(ii) In consideration for Seller granting to Buyer the right to inspect the Property and allowing or providing Buyer access to the Property for purposes of its due diligence, Buyer has paid to Seller concurrently with the execution of this Agreement the sum of One Hundred Dollars ($100), cash-in-hand, which amount constitutes independent consideration (the “Independent Consideration”) separate and apart from the Purchase Price. Upon the Close of Escrow, the Independent Consideration shall not be applied against the Purchase Price.

(c) Documents Provided by Seller. Prior to the Opening of Escrow, Seller caused to be delivered to Buyer a legible copy of all material information which Seller possesses, or that Seller could obtain from Current Operator, with respect to the Property, including without limitation the following (the “Property Documents”):

(i) an occupancy report for each Facility dated no earlier than thirty (30) days prior to the Opening of Escrow;

(ii) income and expense statements, yearend financial and monthly operating statements relating to each Facility for the three most recent fiscal years prior to the Close of the Escrow and, to the extent available, the current year to date, together with operating budgets for the current calendar year and the succeeding calendar year, if the same has been prepared by Seller or Current Operator;

(iii) all plans and specifications, soil, engineering, environmental or architectural notices, studies, reports or plans, and all other reports concerning the Facilities that relate to the physical condition or operation of each Facility or recommended improvements thereto, including, without limitation, any information that relates to the Facilities’ compliance with the Americans with Disabilities Act of 1990 (collectively, the “Plans and Reports”);

(iv) all permits, licenses, approvals, entitlements and other governmental, utility service provider and other quasi-governmental authorizations, including any bed rights, certificates of need or other similar certificate and any certificates of occupancy that Seller or Current Operator now holds in connection with the ownership, planning, development, construction, use, operation or maintenance of the Property, and all amendments, modifications, supplements, general conditions and addenda thereto (collectively, the “Licenses”);

(v) all appraisals of the Property prepared in the last eighteen (18) months;

(vi) all unexpired guarantees and warranties held by Seller regarding the Property or its operation or the construction of the Improvements (“Warranties”);

(vii) all contracts, leases and other binding agreements currently in effect relating to the Property and/or the use thereof together with any and all amendments, modifications or supplements thereto (collectively the “Contracts”);

(viii) Seller’s current certificates of insurance with respect to each Facility and the operations conducted therein, together with the loss history relating to the lesser of (i) the period during which Seller or any affiliate of Seller has owned or operated such Facility or (ii) the five (5) year period prior to the Execution Date;

(ix) the most recent tax bills for the Property including, but not limited to, bills for real estate taxes and personal property taxes, if any; and all notices received by Seller within the two (2) years immediately preceding the date hereof and pertaining to real estate taxes or assessments applicable to the Property. Seller shall promptly deliver to Buyer a copy of any such bills or notices received by Seller after the Execution Date and prior to the Close of Escrow;

(x) copies of any and all written surveys received by Current Operator with respect to the Facilities during the two (2) year period prior to the Execution Date, including, without limitation, annual inspection surveys, compliant investigation surveys and physical plant/life safety code surveys; and

(xi) copies of any and all formal written notices received by Seller or Current Operator within the last two (2) years from any governmental or quasi-governmental authorities with respect to (A) violations or alleged violations of any License, law, code or regulation, including, without limitation, any health and sanitation, fire or building codes; and (B) defects or other deficiencies in the Facilities.

(d) Date Down of Representations; No Breach of Covenants. All of the representations and warranties of Seller pursuant to Section 10 below shall be true and correct in all material respects as of the Close of Escrow and, prior to the Close of Escrow, there shall be no material breach of Seller’s covenants or obligations under this Agreement, including, without limitation, those covenants set forth in Section 11 below which has not been cured within ten (10) days after Seller’s receipt of written notice from Buyer setting forth in reasonable detail the nature of such breach.

(e) Financial Condition; Material Adverse Change. None of the following shall have been done by, against or with respect to Seller or Current Operator prior to the Close of Escrow: (i) the commencement of a case under Title 11 of the U.S. Code (as now constituted or hereafter amended) or under any other applicable bankruptcy or other similar law; (ii) the appointment of a trustee or receiver of any property interest; (iii) an assignment for the benefit of creditors; (iv) an attachment, execution or other judicial seizure of a substantial property interest with respect to the Property; (v) the taking of, failure to take or submission to any action indicating an inability to meet its financial obligations as they accrue and Seller is unable as result thereof to fulfill its obligations under this Agreement; (vi) a dissolution or liquidation; or (vii) any material adverse change in the financial condition of the Facilities or physical condition of the Property from the financial condition of the Facilities or physical condition of the Property, respectively, as of the Effective Date.

(f) CON Approval. Buyer shall have received approval from the Maryland Health Care Commission confirming that the transfer of ownership of the Property, including the Bed Rights, is exempt from certificate of need review (the “CON Approval”).

4. Seller Contingencies. Seller’s obligation to sell the Property and the remainder of Seller’s obligations under this Agreement shall be subject to its approval of each contingency set forth below (collectively, the “Seller Contingencies”) within the time periods indicated below. The Seller Contingencies are for the sole benefit of Seller. The satisfaction of each Seller Contingency is a condition precedent to the Close of Escrow. Seller shall approve or disapprove any or all of the documents, materials, items and matters identified in this Section 4 in its reasonable discretion.

(a) Documents to be Provided by Escrow Holder. Seller’s written approval of the Closing Statement shall be a condition precedent to the Close of Escrow.

(b) Date Down of Representations; No Breach of Covenants. All of the representations and warranties of Buyer pursuant to Section 9 below shall be true and correct in all material respects as of the Close of Escrow and, prior to the Close of Escrow, there shall be no material breach of Buyer’s covenants or obligations under this Agreement which has not been cured within ten (10) days after Buyer’s receipt of written notice from Seller setting forth in reasonable detail the nature of such breach.

(c) CON Approval. Buyer shall have received the CON Approval.

In the event that any Seller Contingency is not satisfied on or before June 30, 2015 other than as a result of a default of or breach by Seller of any of its obligations under this Agreement, Seller may elect to terminate this Agreement upon ten (10) days advance written notice given to Buyer. Upon a

termination pursuant to the foregoing sentence, neither party shall have any further rights or obligations hereunder (other than those obligations that expressly survive the termination of this Agreement) and any money or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee. Notwithstanding the foregoing, in the event that the failure of any Seller Contingency is the result of a default under or breach of this Agreement solely on the part of Buyer, the Deposit shall be released to Seller in accordance with and subject to the provisions of Sections 2(c) and 18(m) and Buyer shall be responsible for the entirety of any title or Escrow cancellation fee.

5. Escrow.

(a) Escrow Holder; Escrow Instructions. Escrow for the purchase and sale of the Property (collectively, the “Escrow”) has been established with Fidelity National Title Insurance Company, at its offices at 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx, Xxxxxxxx 00000, Attention: Xxxxxxxx X. XxxXxxxxxx (the “Escrow Holder”) under the escrow numbers set forth on the Escrow Holder’s signature page to this Agreement. This Agreement, together with such further instructions, if any, as the parties shall provide to Escrow Holder by written agreement, shall constitute the escrow instructions to the Escrow Holder, including without limitation the standard printed general escrow instructions of Escrow Holder, incorporated herein by this reference. In the event of a conflict between this Agreement and such written escrow instructions, the latter shall control.

(b) Opening and Close of Escrow. The Escrow shall be deemed open (the “Opening of Escrow”) as of the Execution Date. Subject to the satisfaction or waiver of the Buyer Contingencies and the Seller Contingencies, Escrow shall close on June 30, 2015, or on such earlier date as is agreed to by Buyer and Seller (the “Close of Escrow”). The Close of Escrow shall be deemed to be effective and the transfer of the Property shall be deemed to have occurred as of 12:01 a.m. local time on the date of the Close of Escrow. Notwithstanding the foregoing, if the Buyer Contingency set forth in Section 3(f) and the Seller Contingency set forth in Section 4(c) are not satisfied as of the scheduled Close of Escrow, then the Close of Escrow shall be automatically postponed until the last day of a calendar month first occurring five (5) Business Days after such Buyer Contingency and Seller Contingency are satisfied; provided, however, that if such Buyer Contingency and Seller Contingency are not satisfied by September 30, 2015, this Agreement shall be deemed terminated due to a failure of such Buyer Contingency pursuant to Section 3 above and such Seller Contingency pursuant to Section 4.

(c) Seller Deposits into Escrow. As a condition precedent to the Close of Escrow in favor of Buyer, Seller shall deliver or cause to be delivered to Escrow Holder in a timely manner to permit the closing of the transaction contemplated hereby by the Close of Escrow the following:

(i) a duly executed and acknowledged special or limited warranty deed for each Facility in the form of Exhibit 5(c)(i), subject only to the Permitted Exceptions, which shall be set forth on a schedule attached thereto (the “Deeds”);

(ii) payoff letters from the holders or claimants of, or with respect to, any encumbrance or monetary lien affecting the Property that is not a Permitted Exception;

(iii) any and all transfer declarations or disclosure documents, duly executed by the appropriate parties, required in connection with the recordation of the Deeds by any state, city, or county agency having jurisdiction over the Property or the transactions contemplated hereby;

(iv) a duly executed counterpart of a closing statement prepared by Escrow Holder (the “Closing Statement”) relating to the consummation of the transaction contemplated by this Agreement, which statement shall conform to the proration and other relevant provisions of this Agreement; and

(v) any other executed or other documents reasonably required by the Title Company to consummate this transaction.

(d) Buyer Deposits into Escrow. As a condition precedent to the Close of Escrow in favor of Seller, Buyer shall deliver or cause to be delivered to Escrow Holder in a timely manner to permit the closing of the transaction contemplated hereby by the Close of Escrow the following:

(i) a sum equal to the Purchase Price less any credits against the Purchase Price provided for herein, including, without limitation, the Deposit, plus any other sums required for costs to be paid by Buyer pursuant to the terms of this Agreement;

(ii) a duly executed counterpart of the Closing Statement; and

(iii) any executed or other documents reasonably required by the Title Company to consummate this transaction.

(e) Seller Deliverables to Buyer. As a condition precedent to the Close of Escrow in favor of Buyer, Seller shall deliver or cause to be delivered to Buyer prior to the Close of Escrow the following:

(i) a non-foreign affidavit in the form attached hereto as Exhibit 5(e)(i) for each Seller;

(ii) a duly executed xxxx of sale for the Seller Personal Property in the form of Exhibit 5(e)(ii)(A) attached hereto for each Facility and, as applicable, a duly executed xxxx of sale for the Current Operator Personal Property in the form of Exhibit 5(e)(ii)(B) attached hereto for each Facility (individually and collectively, the “Xxxx of Sale”);

(iii) evidence reasonably satisfactory to Buyer of the termination of any lease agreement (the “Existing Leases”) then existing with respect to the operation of a Facility between Seller and Current Operator;

(iv) a duly executed counterpart from each Current Operator (in such capacity, “Master Tenant”), to a lease agreement in the form of Exhibit 5(e)(iv) attached hereto (the “Master Lease”), whereby Buyer, as landlord (in such capacity, “Master Landlord”), shall lease the Facilities to Master Tenant, along with duly executed counterparts to all ancillary documents required to be delivered as of the effective date of the Master Lease, together with all other deliverables which may be required under the Master Lease, including, without limitation, lease guaranties, letters of credit, certificates of insurance as are required pursuant to the Master Lease, showing Master Landlord as an additional insured or loss payee, as applicable, and any prorated rent and impounds for the period from the Close of Escrow through the end of the calendar month in which the Close of Escrow occurs, plus the rents and impounds payable for the first full month under the Master Lease;

(v) a duly executed counterpart from Master Tenant to a repair agreement in the form of Exhibit 5(e)(v) attached hereto (the “Repair Agreement”), whereby Master Tenant shall agree to make the repairs identified therein;

(vi) duly executed counterparts from Master Tenant and Xxxxxxxxxx Management Services, LLC (“Facility Manager”) to a subordination agreement in the form of Exhibit 5(e)(vi) attached hereto (collectively, the “Subordination Agreements”) with respect to each Facility, whereby each management agreement between Master Tenant and Facility Manager with respect to the Facilities shall be subordinated to the Master Lease and the terms thereof;

(vii) a duly executed counterpart from New Hampshire Avenue, LLC, a Delaware limited liability company, to a right of first offer agreement in the form of Exhibit 5(e)(vii) (the “ROFO Agreement”) with respect to that certain skilled nursing facility commonly known as Springbrook Center and located at 00000 Xxx Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxx 00000;

(viii) a duly executed counterpart from Xxxxx Xxxx, LLC, a Maryland limited liability company, to a purchase and sale agreement in the form of Exhibit 5(e)(viii) (the “Hagerstown PSA”) with respect to that certain skilled nursing facility commonly known as NMS Healthcare Hagerstown and located at 00000 Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx, which shall be delivered to Buyer within one (1) business day of the Due Diligence Expiration Date; and

(ix) any other executed or other documents reasonably required by Buyer to consummate this transaction.

(f) Buyer Deliverables to Seller. As a condition precedent to the Close of Escrow in favor of Seller, Buyer shall deliver or cause to be delivered to Seller prior to the Close of Escrow the following:

(i) a duly executed counterpart to the Master Lease from Master Landlord, along with duly executed counterparts to all ancillary documents required to be delivered by Master Landlord as of the effective date of the Master Lease;

(ii) a duly executed counterpart to the Repair Agreement from Master Landlord;

(iii) duly executed counterparts to the Subordination Agreements from Master Landlord;

(iv) a duly executed counterpart to the ROFO Agreement from Master Landlord;

(v) a duly executed counterpart from Sabra Hagerstown, LLC, a Delaware limited liability company, to the Hagerstown PSA, which shall be delivered to Seller within one (1) business day of the Due Diligence Expiration Date; and

(vi) any other executed or other documents reasonably required by Seller to consummate this transaction.

(g) Authorization to Close Escrow. Provided that Escrow Holder has not received written notice from Buyer or Seller of the failure of any conditions precedent or of the termination of the Escrow, once Buyer and Seller have deposited into the Escrow or delivered to the other party (and provided Escrow Holder with notice of the same), as applicable, the items required by this Agreement and the Title Company is irrevocably and unconditionally committed to issuing the Title Policies, Escrow Holder shall:

(i) Cause the Deeds to be recorded in the Official Records of the counties in which the Facilities are located (the “Counties”), and cause a conformed copy of the Deeds to be mailed to Buyer and Seller after the same have been recorded.

(ii) Deliver to Seller the Purchase Price, less (A) all amounts to be paid by Seller hereunder, including but not limited to those amounts specified in Section 6, and (B) all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Property in order to put title to the Property into the state required by this Agreement.

(iii) Cause the Title Policies to be issued to Buyer by the Title Company (with delivery of the original of the Title Policies to occur as soon as possible).

(h) Concurrent Assignment. Effective concurrently with the Close of Escrow, Seller hereby grants, conveys, assigns and transfers to Buyer all of Seller’s right, title and interest in and to all (i) Warranties, (ii) those Licenses, to the extent transferrable or assignable under applicable law, that are held in the name of Seller as the owner of the Property (collectively, the “Owner Licenses”), (iii) Plans and Reports, (iv) all deposits or bonds posted by Seller and held by any utility or other service provider with respect to the Property (with Seller to receive credit on the Closing Statement for any cash deposits transferred to or for the benefit of Buyer), and (v) all claims, suits, and causes of action arising from, under or in connection with the Property and its ownership, including, but not limited to, all of Seller’s rights, claims, demands and causes of action, if any, against all suppliers of labor, materials or services to or with respect to the Property if and to the extent the same relate to any period from and after the Closing (collectively, the “Claims”). Buyer and Seller intend that this assignment shall vest in Buyer full ownership of the assets or rights described above, and that no other document of transfer or assignment shall be required by the parties hereto or any other person to achieve or evidence the same. However, if any additional document or action reasonably is required of Seller to vest in Buyer or its successors, nominees and assigns title to the assets or rights described above, or to evidence Buyer’s or its successors’, nominees’ and assigns’ ownership of any of such assets or rights, Seller agrees that it will, upon written request therefor, execute and deliver to Buyer or its successors, nominees and assigns any such document and take such further action.

(i) Interpleader. The parties hereto expressly agree that if the parties give the Escrow Holder contradictory instructions, the Escrow Holder shall have the right at its election to file an action in interpleader requiring the parties to answer and litigate their several claims and rights among themselves and the Escrow Holder is authorized to deposit with the clerk of the court all documents and funds held in this Escrow. If such action is filed, the parties agree to pay Escrow Holder’s cancellation charges and costs, expenses and reasonable attorneys’ fees which Escrow Holder is required to expend or incur in the interpleader action, the amount thereof to be fixed and judgment therefor to be rendered by the court. Upon the filing of such an action, Escrow Holder shall thereupon be fully released and discharged from all obligations to further perform any duties or obligations otherwise imposed by the terms of the Escrow.

(j) U.S. Treasury Regulations. The purchase and sale of the Property is the sale of “reportable real estate” within the meaning of U.S. Treasury Regulations Section 1.6045-4 (the “Regulation”). Escrow Holder is the “real estate reporting person” within the meaning of the Regulation and shall make all reports to the federal government as required by the Regulation.

6. Closing Costs.

(a) Seller Costs. Seller shall pay (i) Seller’s legal, accounting and other professional fees and expenses and the cost of all opinions, certificates, instruments and documents required to be delivered, or to cause to be delivered, by Seller hereunder, including the cost of Seller’s performance of its obligations hereunder; and (ii) fifty percent (50%) of (x) any documentary transfer tax, revenue tax or excise tax (and any surtax thereon) due in connection with the consummation of this transaction, (y) the fees for recording the Deeds, and (z) escrow fees of the Escrow Holder.

(b) Buyer Costs. Buyer shall pay (i) all costs incurred by Buyer in connection with its investigation of the Property, including the cost of any ALTA surveys obtained by Buyer, site inspections or environmental audits; (ii) Buyer’s legal, accounting and other professional fees and expenses and the cost of all certificates, instruments and documents required to be delivered by Buyer hereunder, including the cost of Buyer’s performance of its obligations hereunder; and (iii) fifty percent (50%) of (x) any documentary transfer tax, revenue tax or excise tax (and any surtax thereon) due in connection with the consummation of this transaction, (y) the fees for recording the Deeds, and (z) all escrow fees of the Escrow Holder.

(c) Cost of the Title Policies. Buyer shall pay the cost of the Title Policies, with aggregate liability in the amount of the Purchase Price, and the cost of all endorsements to the Title Policies requested by Buyer.

(d) Other Costs. Any other costs of the Escrow or of closing pertaining to this transaction not otherwise expressly allocated among Buyer and Seller under this Agreement shall be apportioned in the manner customary in the applicable County.

(e) Cancellation of Escrow. Notwithstanding the provisions of this Section 6, if the Escrow fails to close for any reason (other than the breach of this Agreement by one or both of the parties), the costs incurred through the Escrow, including the cost of the Proformas, shall be borne equally by Buyer and Seller. Otherwise, the party who breached this Agreement first shall bear all the costs of the Escrow, including the cost of the Proformas.

7. Prorations and Adjustments. There shall be no prorations and adjustments under this Agreement as (a) Seller is and shall remain entirely responsible for (or Seller shall cause the Current Operator under the Existing Leases to be responsible for) the timely payment of all real estate taxes, operating expenses and similar costs and expenses incurred in the ownership and operation of the Facilities (collectively, “Ownership & Operation Expenses”), if and to the extent that such Ownership & Operation Expenses are incurred prior to Close of Escrow, but regardless of whether any or all of such Ownership & Operation Expenses are billed and payable prior to, or subsequent to, the Close of Escrow; and (b) under the Master Lease, Master Tenant shall be entirely responsible for the timely payment of all Ownership & Operation Expenses incurred from and after the Close of Escrow.

8. Title.

(a) Conveyance. Title to the fee simple interest in the Land and the Improvements shall be conveyed to Buyer by the Deeds at the Close of Escrow.

(b) Title Policies. The title to be conveyed to Buyer shall be insured under an ALTA Extended Coverage Owner’s Policy of Title Insurance (Form 2006) without modification or its equivalent by endorsement with respect to each Facility, with liability under all such policies in the aggregate amount of the Purchase Price, dated no earlier than the date of the Close of Escrow, issued by the Title Company, insuring that title to the fee interest in the Property is vested in Buyer, subject only to nondelinquent real estate taxes and the Permitted Exceptions (the “Title Policies”). Seller shall execute an affidavit and/or certified resolutions in form and substance reasonably acceptable to the Title Company so that the Title Company can delete or modify the standard printed exceptions as to Seller’s constituent documents, parties in possession, unrecorded liens and similar matters.

9. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller that the following matters are true and correct as of the execution of this Agreement and also will be true and correct as of the Close of Escrow:

(a) Organization. Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and is, or prior to the Close of Escrow will be, duly qualified to transact business in the State of Maryland if such qualification is required for the consummation by Buyer of the transactions contemplated by this Agreement.

(b) Authority; Enforceability; Conflict. This Agreement and all the documents to be executed and delivered by Buyer to Seller or Escrow pursuant to the terms of this Agreement (i) have been, in the case of this Agreement, or will be, in the case of any documents to be executed pursuant to this Agreement, duly authorized, executed and delivered by Buyer; (ii) are or will be legal and binding obligations of Buyer as of the date of their respective executions; (iii) are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally); and (iv) do not, and will not at the Close of Escrow, violate any provision of any agreement to which Buyer is a party, any of Buyer’s organizational documents or any existing obligation of or restriction on Buyer under any order, judgment or decree of any state or federal court or governmental authority binding on Buyer.

(c) No Litigation. To Buyer’s knowledge, the right or ability of Buyer to consummate the transactions provided for herein has not been challenged by any governmental agency or any other person.

As used in this Agreement, the terms “to Buyer’s Knowledge”, “to the Knowledge of Buyer”, “known to Buyer” or any similar phrase, shall mean the actual knowledge of Xxxxx Xxxx-Xxxxxxx without a duty of inquiry or investigation. Buyer hereby represents and warrants that the foregoing individuals are the representatives of Buyer most likely to have actual knowledge of the accuracy of the representations and warranties contained in this Section 9.

No representation or warranty made by Buyer in this Agreement shall merge into any instrument of conveyance delivered at the Close of Escrow but shall survive the Close of Escrow for a period of one (1) year.

10. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer, jointly and severally, that the following matters are true and correct as of the execution of this Agreement and also will be true and correct as of the Close of Escrow:

(a) Organization. Each Seller is a limited liability company, duly formed, validly existing and in good standing under the laws of the state of its formation and the State of Maryland and is not insolvent.

(b) Authority; Enforceability; Conflict. This Agreement and all the documents and items to be executed and delivered by each Seller to Buyer or Escrow pursuant to the terms of this Agreement (i) have been or will be duly authorized, executed and delivered by such Seller; (ii) are or will be legal and binding obligations of such Seller as of the date of their respective executions; (iii) are or will be enforceable in accordance with their respective terms (except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally); (iv) do not, and will not at the Close of Escrow, violate any provision of any agreement to which such Seller is a party, any of such Seller’s organizational documents or any existing obligation of or restriction on such Seller under any order, judgment or decree of any state or federal court or governmental authority binding on such Seller; and (v) will be sufficient to convey title (if they purport to do so).

(c) Physical Condition. To Seller’s Knowledge, there are (i) no material physical, structural or mechanical defects in any Facility, including, without limitation, the plumbing, roofing, heating, air conditioning and electrical systems thereof and all such systems and all other components of each Facility are in good operating condition and repair ordinary wear and tear excepted and (ii) no known soil conditions adversely affecting any Facility. Seller shall not be in breach of the representations and warranties set forth in this Section 10(c) if it obtains knowledge after the Effective Date of any condition that would render any representation or warranty in this Section 10(c) untrue and promptly (and in all events prior to the Close of Escrow) notifies Buyer in writing of the same; provided, however, if Seller delivers any such notice, Buyer shall have the right, exercisable within five (5) days of its receipt of such notice, to terminate this Agreement, in which case, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder.

(d) Compliance. To Seller’s Knowledge and taking into account plans of correction prepared and submitted to the applicable governmental body by Current Operator in the ordinary course of business, the use and operation of each Facility is in all material respects in compliance with all applicable Laws, including all applicable building codes, environmental, zoning, subdivision, and land use laws, moratoria, initiative, referenda, ordinances, rules, regulations, codes, standards and orders promulgated by any federal, state or local governmental body or by any quasi-governmental body having authority over Seller or such Facility or the operations thereof (“Laws”). Seller has received no notice from any private party or governmental authority advising Seller of, or alleging a violation of, any Law in connection with the ownership or operation of any Facility. There are no legal proceedings or actions of any kind (including without limitation, any environmental, zoning or other land-use regulation proceeding), either instituted or, to Seller’s Knowledge, planned to be instituted, which would affect any Facility or Seller’s interest therein in any material respect.

(e) Accuracy of Information. To Seller’s Knowledge, the Property Documents delivered by Seller to Buyer are, to the extent applicable, true in all material respects and include complete copies of all material documents, Contracts, Warranties, schedules and items which are in full force and effect with respect to each Facility, all of which, if applicable, are without default or violation by any party and without any right of set-off, and there are no written material agreements or understandings to which Seller is a party or is bound relating to the Facilities or their ownership other than as delivered or disclosed in writing to Buyer.

(f) Litigation; Condemnation. There are no (i) material actions, suits or proceedings pending or, to Seller’s Knowledge, threatened before or by any governmental authority or

other person, against or affecting Seller, any of its affiliates or any Facility, except as disclosed to Buyer prior to the Execution Date, or (ii) existing, or to Seller’s Knowledge, proposed or threatened eminent domain or similar proceedings which would affect the Land or Improvements in any manner whatsoever. As used in this Agreement, “affiliate” means any individual or legally recognized entity that controls, is controlled by or is under common control with Seller. As used herein, “control” means the possession, directly or indirectly, of the power to direct the management and policies of an entity, whether through ownership, voting control, contract or otherwise.

(g) Utilities. Seller has received no written notice that any of the water, sewer, gas, electric, telephone, and drainage facilities and all other utilities required by Law for the present use and operation of each Facility are inadequate to service the applicable Facility or are not in good operating condition.

(h) Title. Each Seller is the sole owner of the applicable Facility and, to Seller’s Knowledge, title to such Facility is free and clear of all liens, encumbrances, rights, reservations, easements and other exceptions other than those exceptions to title which appear of record. Without limiting the foregoing, to Seller’s Knowledge, as of the Execution Date, there are no, and as of the Closing Date there will be no, federal, state or local tax liens encumbering such Seller’s interest in such Facility other than non-delinquent real estate taxes and assessments which may be shown on the Proformas.

(i) CC&R’s. To Seller’s Knowledge, there are no material violations of any covenants, conditions or restrictions applicable to any Facility, and Seller has received no notice or complaint with respect to any violation of any covenants, conditions or restrictions applicable to any Facility.

(j) Hazardous Materials.

(i) (A) Seller does not now use any Facility nor permit any Facility to be used in a manner which violates any federal, state or local law, regulation or ordinance or any judicial decisions, rules, regulations or publications promulgated thereunder regarding the environment or materials which are or would reasonably be expected to be hazardous to persons or property (collectively “Environmental Enactments”); (B) Seller has no Knowledge of any violation of an Environmental Enactment on any Facility by any prior owner of such Facility, (C) Seller has no Knowledge of any discharge, seepage or release of Hazardous Materials (as defined below) onto any Facility from adjoining property; and (D) neither Seller nor, to Seller’s Knowledge, any prior owner has used any Facility or allowed any Facility to be used in a way which would require notice or reporting to a governmental agency of such use under any Environmental Enactment.

(ii) As used herein, “Hazardous Materials” shall mean any flammable substances, explosives, radioactive materials, pollutants, contaminants, medical waste materials, petroleum, petroleum products, hazardous or toxic materials or any related materials or substances at, on or beneath any Facility, including but not limited to, substances defined as “extremely hazardous substances,” “hazardous substances,” “hazardous waste,” “hazardous materials,” “toxic substances,” “infectious waste” or “medical waste” in any Environmental Enactment or in the regulations adopted and publications promulgated pursuant to said Environmental Enactments. As used herein, “a violation of an Environmental Enactment” or words of similar import shall mean the existence, use, storage, discharge, treatment, release, transportation or disposition of, whether temporarily or permanently, any Hazardous Materials at, on or under the Property other than in compliance with the requirements of all applicable Environmental Enactments.

(k) Mold. To Seller’s Knowledge, no Facility is damaged, impacted or otherwise affected by or subject to the growth or existence of surficial or airborne microbial constituents, regardless of genus, species, or whether commonly referred to as mildew, mold, mold spores, fungi, bacteria or similar description, in such condition, location or quantity as would, individually or in the aggregate, have any material adverse effect on (i) human health or the environment; (ii) the value or condition of such Facility; or (iii) the use of such Facility for its current or intended use.

(l) Third Party Consents. Seller has the full right and authority to consummate the transactions contemplated by this Agreement, including, without limitation, assigning to Buyer the Warranties, Owner Licenses, Plans and Reports, Claims and applicable deposits and bonds, pursuant to the terms and conditions contained herein and, except for the CON Approval, no consents from third parties are required in connection therewith, except those which have been obtained.

(m) Licensure. Seller or Current Operator, as applicable, currently holds all consents, approvals, licenses and other permissions required to use and operate each Facility for its current and intended use under all Laws. Either a certificate of need or similar certificate required to operate the Facilities for their intended use is in full force and effect (and, subject to obtaining the CON Approval, the transactions contemplated herein will not in any way jeopardize or threaten the validity of any such certificate), or no such certificate is so required. Other than survey deficiencies identified in the ordinary course of the business of the Facilities and addressed in plans of correction prepared and submitted to the applicable governmental body by Current Operator in the ordinary course of business, no government agency or representative thereof has commenced or, to Seller’s Knowledge, is contemplating an investigation of whether, or considers that, the operation or use of any Facility for its current and intended use has failed or will fail to comply with any Law. There are no unsatisfied requests from any tenant, resident, lender, insurance carrier, government authority or other person for repairs, restorations or alterations with regard to any Facility.

(n) Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the United States Internal Revenue Code of 1986. Seller is not a Prohibited Person. As used herein, the term “Prohibited Person” shall mean any of the following: (A) a Person that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (B) a Person that is owned or controlled by, or acting for or on behalf of any Person that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (C) a Person that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) at its official website, xxxx://xxx.xxxxx.xxx-/xxxxxxx/xxxxxxxxxxx/xxxx; (D) a Person that is otherwise the target of any economic sanctions program currently administered by OFAC; or (E) a Person that is affiliated with any Person identified in clauses (A), (B), (C) and/or (D). As used herein, the term “Person” means an individual or a corporation, limited liability company, partnership, trust, unincorporated organization, association or other entity.

(o) Government Program Participation. Seller and Current Operator (i) are not currently excluded, suspended, debarred or otherwise ineligible to participate in any “Federal health care program” as defined in 42 U.S.C. section 1320a-7b(f) or in any other government payment program; (ii) are not bound to be excluded, suspended, debarred or otherwise declared ineligible to participate in any Federal health care program or other government payment program; and (iii) have not received any written notice of any federal, state or local government investigation, and Seller has no Knowledge of any circumstances that may result in Seller, Current Operator or their respective employees or agents being

excluded from participation in any Federal health care program or other government payment program. Seller will promptly notify Buyer in writing of any change in the status of the representations and warranties set forth in this Section 10(o).

As used in this Agreement, the terms “to Seller’s Knowledge”, “to the Knowledge of Seller”, “known to Seller” or any similar phrase, shall mean the actual knowledge of Xxxxxxx Xxxxxxxxxx or Xxxxxxx Xxxxx, without a duty of inquiry or investigation. Seller hereby represents and warrants that the foregoing individuals are the representatives of Seller most likely to have actual knowledge of the accuracy of the representations and warranties contained in this Section 10.

No representation or warranty made by Seller in this Agreement shall merge into any instrument of conveyance delivered at the Close of Escrow but shall survive the Close of Escrow for a period of one (1) year (the “Rep Survival Termination Date”); provided, however, that if Buyer notifies Seller, on or before the Rep Survival Termination Date, of any alleged breach of a representation or warranty occurring prior to the Rep Survival Termination Date (a “Notice of Breach of Rep”), and Buyer thereafter files a lawsuit in connection therewith against Seller within sixty (60) days following the furnishing of said Notice of Breach of Rep, then the applicable Rep Survival Termination Date shall be extended with respect to said representation and warranty until the date on which a final judgment is obtained in said lawsuit, beyond any possibility of appeal. The representations, warranties and limited survival periods set forth herein shall not be deemed or construed as limiting, waiving or relinquishing any statutory or common law right or remedy, and the effect of the representations and warranties made in this Agreement shall not be diminished or deemed to be waived by any inspections, tests or investigations made by Buyer or its agents; provided, however, in the event that at or prior to Closing, Buyer knows that a representation or warranty is not true and nonetheless elects to proceed with the closing of the transaction provided for herein, Buyer shall be deemed to have waived its recourse against Seller with respect to a breach of such representation or warranty. Moreover, the provisions of this Section 10 with respect to Hazardous Materials and Environmental Enactments are not intended as, nor shall the same be construed to be, a waiver or release by Buyer of any rights which Buyer may have after the Close of Escrow as to the Property or Seller under any Environmental Enactments.

Buyer hereby agrees and acknowledges that (i) it is buying the Property on an “AS-IS” basis; (ii) it has made or will have made its own investigations and inspections of the Property, including, without limitation, the physical aspects of the Property and the Property’s compliance with all laws applicable to the Property’s current or intended use; (iii) in connection with its investigations and inspections of the Property it has contracted or had the opportunity to contract with certain advisors and consultants as Buyer deemed to be necessary; (iv) it has or will have approved the reports of such advisors and consultants; (v) in addition to the representations and warranties of Seller set forth in this Agreement, it is relying solely on such reports and its own investigations as to the Property, its condition and other characteristics and compliance with laws; and (vi) except for and solely to the extent of the representations and warranties set forth in this Agreement (including, without limitation, Section 10), it is not making the purchase of the Property in reliance upon any statements or representations, express or implied, made by Seller or its agents or brokers, as to the condition of or characteristics of the Property or its fitness for use for any particular purpose.

11. Seller’s Covenants. Seller hereby covenants with Buyer as follows:

(a) Operation of Property. At all times prior to the Close of Escrow, Seller shall or shall cause Current Operator to (i) operate and manage the Facilities in the ordinary course of its business and consistent with Current Operator’s existing management policies and procedures; (ii) maintain the Facilities in good repair and working order ordinary wear and tear excepted and excluding any damage resulting from the acts or omission of Buyer and/or its agents; and (iii) perform when due all of Seller’s

obligations under any deed of trust, mortgage or other lien encumbering the Property, the Contracts, the Licenses and other agreements relating to the Facilities, all in accordance with applicable laws, ordinances, rules and regulations affecting the Facilities. Except as otherwise provided herein, Seller shall deliver the Facilities at the Close of Escrow in substantially the same condition as they were on the Execution Date, reasonable wear and tear excepted and excluding any damage resulting from the acts or omission of Buyer and/or its agents. None of the Personal Property shall be removed from the Land or the Improvements, unless replaced by personal property of equal or greater utility and value.

(b) Records. Upon Buyer’s request, and upon reasonable notice by Buyer, for a period of one (1) year after the Close of Escrow, Seller shall make all of its records with respect to the Facilities available during normal business hours to Buyer for inspection and copying at Buyer’s expense by Buyer’s designated representatives.

(c) Exclusivity. During the pendency of the Escrow and until the Escrow and this Agreement are terminated as provided herein, Seller shall not market (or permit to be marketed) the Property to any person other than Buyer. Without limiting the generality of the foregoing, during such period of xxxx Xxxxxx shall not offer (or permit to be offered) the Property for sale, discuss the terms of any possible sale of the Property with any person, accept or discuss back-up offers or list the Property with any brokers. As used in the foregoing, a “sale” shall include any long term lease or joint venture or equity participating loan.

(d) Review Right. During the period prior to the Close of Escrow, upon reasonable notice to Seller, Buyer shall have the right to review Seller’s records during normal business hours to verify any information provided by Seller to Buyer or to confirm Seller’s compliance with its representations, warranties and covenants as contained herein.

The liability of Seller for a breach of any covenant shall not be merged into any instrument of conveyance delivered at the Close of Escrow and shall survive the Close of Escrow for a period of one (1) year (the “Covenant Survival Termination Date”); provided, however, that if Buyer notifies Seller, on or before the Covenant Survival Termination Date, of any alleged breach of a covenant occurring prior to the Covenant Survival Termination Date (a “Notice of Breach of Covenant”), and Buyer thereafter files a lawsuit in connection therewith against Seller within ninety (90) days following the furnishing of said Notice of Breach of Covenant, then the applicable Covenant Survival Termination Date shall be extended with respect to said covenant until the date on which a final judgment is obtained in said lawsuit, beyond any possibility of appeal. The covenants and survival periods set forth herein shall not be deemed or construed as limiting, waiving or relinquishing any statutory or common law right or remedy, and the effect of the covenants made in this Agreement shall not be diminished or deemed to be satisfied by any inspections, tests or investigations made by Buyer or its agents; provided, however, in the event that at or prior to Closing, Buyer knows that a covenant has not been complied with by Seller and nonetheless elects to proceed with the closing of the transaction provided for herein, Buyer shall be deemed to have waived its recourse against Seller with respect to a breach of such covenant.

12. Right to Enter Property. Commencing on the Opening of Escrow, and continuing thereafter until the Close of Escrow or termination of this Agreement, Buyer and its agents and contractors shall have the right, at Buyer’s sole cost and expense, to enter onto the Facilities at reasonable times and in a reasonable manner for the purpose of making such tests and inspections as Buyer deems necessary in connection with this Agreement; provided, however, no such tests or inspections shall be physically intrusive without the prior written consent of Seller which may be withheld in Seller’s sole discretion; and provided, further, that nothing in this Section 12 shall be construed as extending the due diligence period beyond the Due Diligence Expiration Date. Seller shall at no cost to Seller assist Buyer in arranging such tests and inspections. Buyer shall not unreasonably disturb or annoy any residents in

the course of making such tests and inspections and/or interviews. Buyer shall maintain or cause its consultants to maintain liability insurance coverage applicable to such tests and inspections with coverage in an amount equal to $1,000,000 per occurrence. After making such tests and inspections, Buyer shall restore the Facilities to their respective conditions prior to such tests and inspections. Buyer hereby agrees to indemnify, defend and hold harmless Seller from any loss, damage, costs or expenses (including, without limitation, attorneys’ fees) incurred by Seller by reason of any actual physical damage to the Facilities or injury to persons caused by Buyer or its agents or contractors in exercising its rights hereunder. Such indemnity shall survive the Close of Escrow or earlier termination of this Agreement for a period of one (1) year. As a condition to the Close of Escrow (solely for the benefit of Buyer), Buyer and its agents and contractors shall have the right to enter (subject to the terms and provisions of this Section 12) onto the Facilities to determine the condition of the Facilities with respect to the contingency set forth in Section 3(e).

13. Loss by Fire, Other Casualty or Condemnation. If prior to the Close of Escrow, the Facilities, or any part thereof, are destroyed or damaged by fire or other casualty and the cost to repair or restore the Facility is reasonably estimated by Buyer to be in excess of five percent (5%) of the fair market value of the Facility or for which insurance proceeds shall not be available and the cost to repair or restore the Facility is reasonably estimated by Buyer to be in excess of Two Hundred Fifty Thousand Dollars ($250,000) or any lesser amount that would release Master Tenant from its obligation to repair or restore the Facility under the terms of the Master Lease unless Master Tenant agrees in writing to repair or restore the Facility under the terms of the Master Lease despite the rights otherwise granted to it under the Master Lease (“Material Damage”), or is subject to a taking by a public authority that affects or results in the loss of more than ten percent (10%) of the beds at the affected Facility or materially and adversely affects use of the affected Facility as a skilled nursing facility (a “Material Taking”), then Buyer shall have the right, exercisable by giving notice to Seller within fifteen (15) days after receiving written notice of such damage or destruction or taking (and if necessary, the Close of Escrow shall be postponed to provide for such 15-day period) to do either of the following: (a) terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (other than those obligations that expressly survive the termination of this Agreement) and any money or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee; (b) accept the Property (including the destroyed, damaged or condemned Facility) in its then condition and proceed to close this transaction with an abatement or reduction in the Purchase Price in an amount equal to the estimated cost, as reasonably determined by Buyer, to repair or cure the damage caused by the Material Taking or Material Damage less any insurance proceeds or condemnation award assigned by Seller to and actually received by Buyer at Closing; or (c) exclude the destroyed, damaged or condemned Facility(ies) from the definition of “Property” and proceed to close this transaction with respect to the remainder of the Property and the Purchase Price shall be equitably abated; provided, however, in such event, Seller shall have the right, in lieu thereof, to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (other than those obligations that expressly survive the termination of this Agreement) and any money or documents in Escrow shall be returned to the party depositing the same, except that Buyer and Seller shall each be responsible for one-half of any title or Escrow cancellation fee. In the event of a casualty or condemnation that is not Material Damage or a Material Taking, Buyer shall accept the Property (including the destroyed, damaged or condemned Facility) in its then condition and proceed to close this transaction with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, if any, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction or condemnation awards payable by reason of such taking. If Buyer elects to proceed under clause (b) above, Seller shall not compromise, settle or adjust any claims to such proceeds or awards without Buyer’s prior written consent. Seller agrees to give Buyer prompt notice of any taking, damage or destruction of the Property.

14. Liquidated Damages. IF BUYER DEFAULTS IN ITS OBLIGATIONS TO CLOSE THE PURCHASE OF THE PROPERTY FOR ANY REASON OTHER THAN SELLER’S DEFAULT, BUYER’S DISAPPROVAL OF ANY CONTINGENCY, THE FAILURE OF A CONDITION PRECEDENT IN FAVOR OF BUYER, OR BUYER’S EXERCISE OF ITS RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THE TERMS OF THIS AGREEMENT, AND BUYER FAILS TO CURE SUCH DEFAULT WITHIN TEN (10) DAYS AFTER RECEIVING WRITTEN NOTICE OF SUCH DEFAULT FROM SELLER, OR, IF SUCH DEFAULT IS NOT REASONABLY SUSCEPTIBLE OF BEING CURED WITHIN SUCH TEN (10) DAY PERIOD, IF BUYER FAILS TO COMMENCE TO CURE SUCH DEFAULT WITHIN SUCH TEN (10) DAY PERIOD, THEN, UPON DEMAND BY SELLER, THE DEPOSIT SHALL BE PAID TO AND RETAINED BY SELLER AS LIQUIDATED DAMAGES. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT REPRESENTS THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES. IN ANY AND ALL ACTIONS BROUGHT PURSUANT TO OR TO ENFORCE BUYER’S OBLIGATIONS UNDER THIS AGREEMENT, IT SHALL BE CONCLUSIVELY PRESUMED THAT THE ABOVE-DESCRIBED LIQUIDATED DAMAGES SHALL BE THE SOLE REMEDY OF SELLER IN THE EVENT OF BUYER’S DEFAULT HEREUNDER AND IT SHALL NOT BE PROPER UNDER ANY CIRCUMSTANCES THAT BUYER’S OBLIGATION TO PURCHASE THE PROPERTY BE SPECIFICALLY ENFORCED.

15. Indemnification. Subject to the penultimate paragraph of Section 10 and the last paragraph of Section 11, from and after Closing, Seller and Buyer hereby agree to indemnify and hold free and harmless the other (including such other party’s officers, directors, employees, advisors, accountants, attorneys, partners, shareholders and any other person having a direct or indirect ownership interest in such other party) from and against any losses, damages, costs and expenses (including reasonable attorneys’ fees) resulting from any inaccuracy in or breach of any representation or warranty of the indemnifying party or, subject to Section 15 above, any breach or default by such indemnifying party under any of such indemnifying party’s covenants or agreements contained in this Agreement; provided, however, neither Seller nor Buyer shall have any liability to the other under this Section 15 unless the aggregate amount of such losses, damages, costs and expenses (including reasonable attorneys’ fees) exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Indemnity Floor”), in which event Buyer shall be entitled to recover on a first dollar basis those losses, damages, costs and expenses included in the Indemnity Floor or for losses, damages, costs and expenses (including reasonable attorneys’ fees) not in excess of Seven Million Five Hundred Thousand Dollars and no/100 Dollars ($7,500,000) (the “Indemnity Cap”) or, in the case of claims by Buyer against Seller, for any claims asserted beyond the Rep Survival Termination Date. Notwithstanding any provision of this Agreement to the contrary, in no event shall the Indemnity Floor or Indemnity Cap limitations set forth above be applicable to, or restrict Buyer’s right to recover, any losses, damages, costs and expenses (including reasonable attorneys’ fees) incurred by Buyer as a result of (a) any fraud on the part of Seller, or arising in respect of the willful or intentional breach of any obligation of Seller hereunder, or (b) any claim arising under Section 6 or Section 7 above.

16. Broker’s Commission. Buyer and Seller each represent to the other that, except with respect to the services of Xxxxxxxx Xxxxx engaged by Seller (for which Seller shall be responsible to pay), they have not entered into any agreement or incurred any obligation which might result in the obligation to pay a sales or brokerage commission or finder’s fee with respect to this transaction. Buyer and Seller each agree to indemnify, defend and hold harmless the other from and against any and all losses, claims, damages, costs or expenses (including attorneys’ fees) which the other may incur as a result of any claim made by any person to a right to a sales or brokerage commission or finder’s fee in connection with this

transaction to the extent such claim is based, or purportedly based, on the acts or omissions of Seller or Buyer, as the case may be. The obligations of Buyer and Seller under this Section 16 shall survive the Close of Escrow.

17. Notices. All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “Notice”) required, permitted or desired to be given hereunder shall be in writing and sent by facsimile transmission (with answer back acknowledged), by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 17. Any Notice shall be deemed to have been received on the date of delivery if delivered during business hours on a business day (otherwise on the next business day), in each case addressed to the parties as follows:


To Seller:		To Buyer:

c/o G & L Senior Care Properties LLC 000 X. Xxxxxxx Xxxxx Xxxxxxx Xxxxx, XX 00000 Attention: Xxxx Xxxxxxxx Fax No.: (000) 000-0000		c/o Sabra Health Care REIT, Inc. 00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxxxx 00000 Attn: Xxxxxxx X. Xxxxxx Fax No.: (000) 000-0000

with a copy to:		with a copy to:

The Xxxxxxxxx Group PLLC One Union Square 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxxxx 00000-0000 Attention: Xxxxx X. Xxxxxxxxx, Esq. Fax No.: (000) 000-0000		Xxxxxx Xxxxxxxxx Xxxxxx & Xxxxxx LLP 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 Attn: Xxxxx X. Xxxxxx, Esq. Fax No.: (000) 000-0000

To Escrow Holder:

Fidelity National Title Insurance Company 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx, Xxxxxxxx 00000 Attn: Xxxxxxxx X. XxxXxxxxxx Fax No.: (000) 000-0000

18. Miscellaneous Provisions.

(a) Incorporation of Prior Agreements. This Agreement contains the entire understanding of Buyer and Seller with respect to the subject matter hereof, and no prior or contemporaneous written or oral agreement or understanding pertaining to any such matter shall be effective for any purpose including, but not limited to that, Letter of Intent dated May 6, 2015 and accepted by Seller on May 11, 2015. No provision of this Agreement may be amended or added to except by an agreement in writing, expressly stating that such agreement is an amendment of this Agreement, signed by the parties to this Agreement or their respective successors in interest.

(b) Buyer’s Right to Assign. Buyer shall have the right to assign its rights under this Agreement and/or to nominate any entity in whom the title of the Property is to vest provided, however, unless such entity is owned or controlled by or under common control with Buyer such

assignment or nomination shall require the consent of Seller which may be withheld in Seller’s sole and absolute discretion and shall be subject, at a minimum, to such assignee or nominee agreeing in writing to be bound by all of the terms and conditions of this Agreement and of Buyer’s obligations hereunder, including, but not limited to, Buyer’s obligations with respect to the Master Lease.

(c) Attorneys’ Fees. If either party commences an action against the other to interpret or enforce any of the terms of this Agreement or because of the breach by the other party of any of the terms hereof, the losing party shall pay to the prevailing party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action, whether or not the action is prosecuted to a final judgment. For purposes of this Agreement, the terms “attorneys’ fees” or “attorneys’ fees and costs” shall mean the fees and expenses of counsel to the parties hereto, which may include printing, photostating, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals, librarians and others not admitted to the bar but performing services under the supervision of an attorney. The terms “attorneys’ fees” or “attorneys’ fees and costs” shall also include, without limitation, all such fees and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings, and whether or not any action or proceeding is brought with respect to the matter for which said fees and expenses were incurred. The term “attorney” shall have the same meaning as the term “counsel.”

(d) Time is of the Essence. Time is of the essence for this Agreement.

(e) Successors and Assigns. Subject to the limitations set forth in Section 18(b), this Agreement shall be binding upon and inure to the benefit of each of the parties hereto and to their respective transferees, successors and assigns.

(f) No Personal Liability or Third Party Beneficiaries. In addition to any limitation on liability provided by law or any other agreement or instrument, no advisor, trustee, director, officer, employee, accountant, attorney, beneficiary, shareholder, partner, participant or agent of or in Buyer or Seller shall have any personal liability, directly or indirectly, under or in connection with this Agreement or the transaction contemplated hereunder. The parties, their respective successors and assigns and all third parties shall look solely to the applicable party’s assets for the payment of any claim or any performance, and the parties hereby waive all such personal liability. This Agreement is made and entered into solely for the protection and benefit of the parties and their successors and permitted assigns. No other person shall have any right of action hereunder.

(g) Governing Law; Choice of Forum. This Agreement shall be construed in accordance with and governed by the internal laws of the State of Maryland without giving effect to any “conflict of law” rules of such state. Buyer and Seller each acknowledge and agree that the state and associated federal courts in and for Orange County, California, shall have exclusive jurisdiction to hear and decide any dispute, controversy or litigation regarding the enforceability or validity of this Agreement or any portion thereof.

(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. Executed copies hereof may be delivered by facsimile, email or other electronic means and upon receipt will be deemed originals and binding upon the parties hereto, regardless of whether originals are delivered thereafter.

(i) Interpretation; Construction. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be

construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement. The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly against the party that drafted such language. Section and paragraph headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement.

(j) Exhibits; Schedule; Recitals Verified. All Exhibits and Schedules attached hereto are incorporated herein by reference. The Recitals to this Agreement are hereby stated to be true and correct and are incorporated herein by this reference.

(k) Waiver by a Party. The waiver of any contingency, representation, warranty, covenant, or other matter or provision hereof may only be made by the party benefited by the same, and the waiver must be in writing, must be signed by the benefited party and must specifically state which matter is being waived.

(l) Further Assurances. In addition to the actions recited herein and contemplated to be performed, executed and/or delivered hereunder, Buyer and Seller agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts, instruments and assurances as may be reasonably required to consummate the transactions contemplated hereby.

(m) Injunctive and Equitable Relief. Seller and Buyer hereby agree that the Property is of a special and unique character which gives it a peculiar value, and that Buyer cannot reasonably or adequately be compensated in damages in an action at law if Seller breaches its obligation to sell the Property to Buyer. Therefore, Seller expressly agrees that Buyer shall be entitled to injunctive and other equitable relief (including, without limitation, the right to specifically enforce Seller’s obligation to sell the Property to Buyer) in the event of such breach in addition to any other rights or remedies which may be available to Buyer.

(n) Business Days. As used in this Agreement, a “business day” shall mean a day other than Saturday, Sunday or any day on which banking institutions in Baltimore, Maryland, are authorized by law or other governmental action to close. All other references to “days” or “calendar days” in this Agreement shall refer to calendar days. Unless otherwise specified, in computing any period of time described herein, the day of the act or event on which the designated period of time begins to run shall not be included and the last day of the period so computed shall be included, but if any period expires or delivery date falls on a date that is not a business day under this Agreement, such period shall be deemed to expire and such delivery date shall be deemed to fall on the immediately succeeding business day.

(o) Survival. Any covenants, representations or indemnities set forth in this Agreement, including without limitation those set forth in Section 9, Section 10, Section 11 and Section 15 above and in Section 18(p) set forth hereinafter, shall survive the Close of Escrow or any termination of this Agreement; provided, however, that the respective period of survival of each of such covenants, representations or indemnities shall be solely as provided in the applicable provisions of this Agreement.

(p) Confidentiality. Neither Buyer, Seller, nor any broker employed or engaged by any of them shall issue (or cause to be issued) any press releases concerning the subject matter hereof, structure of the transactions or the status of negotiations conducted hereunder except as may be jointly agreed to by Seller and Buyer or as any of them may reasonably consider necessary in order to satisfy the requirements of applicable law; provided, however, that notwithstanding anything herein to the contrary,

Buyer may, free from the restrictions of this Section 18(p), report on the transaction completed by this Agreement in connection with: (i) any press release or investor call concerning Buyer’s earnings or financial performance, (ii) any filings or disclosures required to be made to the Securities and Exchange Commission or state securities’ commission in accordance with applicable law, or (iii) any meetings or conference calls with, or disclosures made to, Buyer’s consultants, contractors, investors, principals, employees, agents, attorneys, accountants and other advisors. The foregoing restrictions shall survive the Close of Escrow for six (6) months.

(q) Joint and Several. The obligations of Seller hereunder shall be joint and several in every respect. If Buyer delivers notice to one Seller hereunder, such notice shall be deemed delivered to each Seller. The actions of any one Seller shall be binding on each other Seller and Buyer shall be entitled to rely on any such action, even if not specifically unanimous.

[Signatures on following page]

IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the day and year first above written.


SELLER:

VAN BUREN STREET LLC, a Delaware limited liability company

By: G&L Senior Care Properties, LLC, a Nevada limited liability company
Its: Venture Manager

By:		/s/ Xxxxxx X. Xxxxxxxx
		Xxxxxx X. Xxxxxxxx, its Co-Managing Member

XXXXXXXX ROAD, LLC, a Delaware limited liability company

By: ASL Real Estate, LLC, a Nevada limited liability company
Its: Company Manager

By:		/s/ Xxxxxx X. Xxxxxxxx
		Xxxxxx X. Xxxxxxxx, its Managing Member

ST. XXXXXX XXXX, LLC, a Nevada limited liability company

By:		/s/ Xxxxxx X. Xxxxxxxx
		Xxxxxx X. Xxxxxxxx, its Co-Managing Director

[Signatures continue on next page]


BUYER:

SABRA HEALTH CARE NORTHEAST, LLC, a Delaware limited liability company

By:		/s/ Xxxxx Xxxx-Xxxxxxx
Name:		Xxxxx Xxxx-Xxxxxxx
Title:		CIO

CONSENT OF ESCROW

The undersigned agrees to (a) accept this Agreement; (b) be Escrow Holder under this Agreement; and (c) be bound by this Agreement in the performance of its duties as Escrow Holder. However, the undersigned will have no obligations, liability or responsibility under this Agreement or any amendment hereto unless and until this Agreement and such amendment, as applicable has been fully executed by the parties hereto and delivered to the undersigned.


ESCROW HOLDER:

FIDELITY NATIONAL TITLE INSURANCE COMPANY

By:		/s/ Xxxxxxxx XxxXxxxxxx
Name:		Xxxxxxxx XxxXxxxxxx
Title:		Commercial Services Closer

Dated:		June 22, 2015



Escrow Nos.		15-109447

SCHEDULE 1

DESCRIPTION OF FACILITIES


Facility Name	Seller	Facility Address	Primary Intended Use	No. of Licensed Beds	Tenant

Bay Ridge Healthcare Center	Van Buren Street LLC, a Delaware limited liability company	000 Xxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000	Skilled Nursing Facility	96	New Annapolis Nursing, LLC, a Maryland limited liability company

NMS Healthcare of Silver Spring	Xxxxxxxx Road, LLC, a Delaware limited liability company	0000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000	Skilled Nursing Facility	116	NMS Healthcare of Silver Spring, LLC, a Maryland limited liability company

St. Xxxxxx Xxxx Medical Complex	St. Xxxxxx Xxxx, LLC, a Nevada limited liability company	0000 Xx Xxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxx 00000	Skilled Nursing Facility	260¹	NMS Healthcare of Hyattsville, LLC, a Maryland limited liability company

¹	The number of licensed beds is projected to increase to 270 upon completion of the ongoing renovation project at the Facility.

List of Omitted Exhibits and Schedules

Pursuant to Item 601(b)(2) of Regulation S-K, the following exhibits and schedules to the Purchase and Sale Agreement have been omitted from this Exhibit 2.1:

Exhibits:



Exhibit A		Legal Description of the Land

Exhibit 3(a)		Proformas

Exhibit 5(c)(i)		Form of Limited or Special Warranty Deed

Exhibit 5(e)(i)		Form of Non-Foreign Affidavit

Exhibit 5(e)(ii)(A)		Form of Xxxx of Sale for the Seller Personal Property

Exhibit 5(e)(ii)(B)		Form of Xxxx of Sale for the Current Operator Personal Property

Exhibit 5(e)(iii)		Form of Master Lease

Exhibit 5(e)(v)		Form of Repair Agreement

Exhibit 5(e)(vi)		Form of Subordination of Management Agreement

Exhibit 5(e)(vii)		Form of ROFO Agreement

Exhibit 5(e)(viii)		Form of Hagerstown PSA

Schedules:



Schedule 10		Exceptions to Seller’s Representations and Warranties

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PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS by and among VAN BUREN STREET LLC, a Delaware limited liability company; RANDOLPH ROAD, LLC, a Delaware limited liability company; and ST. THOMAS MORE, LLC, a Nevada limited liability company...

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