REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2011 • Adcare Health Systems Inc • Services-skilled nursing care facilities • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2011, by and among AdCare Health Systems, Inc., an Ohio corporation, with headquarters located at 5057 Troy Road, Springfield, Ohio 45502 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 6th, 2011 • Adcare Health Systems Inc • Services-skilled nursing care facilities • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 31, 2011, by and among AdCare Health Systems, Inc., an Ohio corporation, with headquarters located at 5057 Troy Road, Springfield, Ohio 45502 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
COMMERCIAL SECURITY AGREEMENTSecurity Agreement • July 8th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Georgia
SUBLEASE AGREEMENTSublease Agreement • August 13th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • Arkansas
THIS SUBLEASE AGREEMENT (this “Lease”) is entered into as of the 17th day of July, 2015 (the “Execution Date”) by and among VALLEY RIVER PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Prime Landlord”), VALLEY RIVER NURSING, LLC, a Georgia limited liability company (“Landlord”) and HIGHLANDS OF FORT SMITH, LLC, a Delaware limited liability company (“Tenant”), for the improved real property described on Exhibit “A-1” (the “Facility”), and the “Landlord Personal Property” associated therewith described on Exhibit “A-2” (the Landlord Personal Property together with the Facility, being collectively the “Premises”), which are used as a licensed healthcare facility of the type described on Schedule 1 (the “Business”). Certain capitalized terms used in this Lease are defined on Exhibit “B”.
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • June 29th, 2011 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Ohio
This Amended and Restated Warrant Agreement (the “Agreement”), made and entered into as of February 15, 2010 (the “Effective Date”), by and between ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (the “Company”), and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, a New York corporation, as Warrant Agent (the “Warrant Agent”).
GUARANTYGuaranty • August 7th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
SUBLEASE AGREEMENTSublease Agreement • October 6th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS SUBLEASE AGREEMENT (this “Sublease”) is entered into as of the 1st day of October, 2015 by and between KB HUD MASTER TENANT 2014, LLC, a Georgia limited liability company (“Sublessor”) and C.R. OF AUTUMN BREEZE, LLC, a Georgia limited liability company (“Sublessee”), for the improved real property described on Exhibit “A-1” (the “Premises”), on which Premises is located that certain 109-bed skilled nursing facility located at 1480 Sandtown Road, Marietta, Georgia, including the “Sublessor Personal Property” associated therewith described on Exhibit “A-2” (the Sublessor Personal Property together with the Premises, being collectively the “Facility”). Certain capitalized terms used in this Sublease are defined on Exhibit “B”.
SECOND AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • May 6th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This Second Amendment to Sublease Agreement (this “Second Amendment”) is made as of the 31st day of March, 2015 by and among APH&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Prime Landlord”), APH&R NURSING, LLC, a Georgia limited liability company (“Landlord”) and HIGHLANDS OF LITTLE ROCK SOUTH CUMBERLAND, LLC, a Delaware limited liability company (“Tenant”).
This Document Prepared by and after Recording Return to: Alvin L. Kruse Amy L. Kurland Seyfarth Shaw LLPMortgage, Security Agreement • May 10th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Arkansas
SECURITY AGREEMENTSecurity Agreement • August 7th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
This Security Agreement (hereinafter called “Agreement”) is between MT. V PROPERTY HOLDINGS, LLC (the “Debtor”) and METRO CITY BANK (hereinafter called “Secured Party”).
ContractAdcare Health Systems, Inc • March 31st, 2015 • Services-skilled nursing care facilities • Arkansas
THIRD AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • May 6th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS THIRD AMENDMENT TO SUBLEASE AGREEMENT (this “Third Amendment”) is made as of the 30th day of April, 2015 by and among LITTLE ROCK HC&R PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Prime Landlord”), LITTLE ROCK HC&R NURSING, LLC, a Georgia limited liability company (“Landlord”) and HIGHLANDS OF LITTLE ROCK WEST MARKHAM, LLC, a Delaware limited liability company (“Tenant”).
FOURTH AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • November 16th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS FOURTH AMENDMENT TO SUBLEASE AGREEMENT (this “Fourth Amendment”) is made as of the 6th day of October, 2015 by and among MOUNTAIN TOP PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Prime Landlord”), MOUNTAIN TOP ALF, LLC, a Georgia limited liability company (“Landlord”) and HIGHLANDS OF MOUNTAIN VIEW RCF, LLC, a Delaware limited liability company (“Tenant”).
MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • August 7th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
This Mortgage and Security Agreement (the “Mortgage”), dated 8th day of June 2012, between MT. V PROPERTY HOLDINGS, LLC (hereinafter referred to as “Mortgagor”) whose mailing address is 3050 Peachtree Road, NW, Suite 355, Two Buckhead Plaza, Atlanta, Georgia 30305, and Metro City Bank, the address of which is 5441 Buford Highway, Suite 109, Atlanta, GA 30340, (hereinafter “Mortgagee”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 15th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
THIS PURCHASE AND SALE AGREEMENT is made and entered into as of August 9, 2012 (the “Effective Date”) by and between WINYAH NURSING HOME, INC., a South Carolina corporation (“Seller”) and ADCARE PROPERTY HOLDINGS, LLC, an Ohio limited liability company or its permitted assigns (“Purchaser”).
COMMERCIAL GUARANTYAdcare Health Systems Inc • August 11th, 2011 • Services-skilled nursing care facilities • New Mexico
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ***** has been omitted due to text length limitations.
PROMISSORY NOTEAdcare Health Systems, Inc • March 31st, 2015 • Services-skilled nursing care facilities • Illinois
GUARANTYAdcare Health Systems Inc • May 3rd, 2012 • Services-skilled nursing care facilities • Ohio
FIRST AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • May 6th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
This First Amendment to Sublease Agreement (this “First Amendment”) is made as of the 27th day of February, 2015 by and among MT. V PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Prime Landlord”), MOUNTAIN VIEW NURSING, LLC, a Georgia limited liability company (“Landlord”) and HIGHLANDS OF MOUNTAIN VIEW SNF, LLC, a Delaware limited liability company (“Tenant”).
PLEDGE AND SECURITY AGREEMENT WITH POWER OF SALEPledge and Security Agreement With Power of Sale • September 7th, 2011 • Adcare Health Systems Inc • Services-skilled nursing care facilities
This PLEDGE AND SECURITY AGREEMENT WITH POWER OF SALE (the “Agreement”) is entered into and executed as of August 31, 2011, by and between AdCare Property Holdings, LLC, an Ohio limited liability company, (“Pledgor”), and KMJ MANAGEMENT, LLC d/b/a PINNACLE HEALTHCARE, LLC, an Arkansas limited liability company, (“Pledgee”).
SUBLEASE AGREEMENTSublease Agreement • May 17th, 2019 • Regional Health Properties, Inc • Services-skilled nursing care facilities
THIS SUBLEASE AGREEMENT (this “Sublease”) is entered into as of the 30th day of November, 2018 (the “Execution Date”) by and between 2014 HUD MASTER TENANT, LLC, a Georgia limited liability company (“Sublessor”) and SPRINGFIELD SNF, INC., an Ohio corporation (“Sublessee”), for the improved real property described on Exhibit “A-l” (the “Premises”), on which Premises is located that certain 113 bed licensed and 99 bed Medicare and Medicaid certified skilled nursing home facility located at 2000 Villa Road, Springfield, Ohio 45503, including the “Sublessor Personal Property” associated therewith described on Exhibit “A-2” (the Sublessor Personal Property together with the Premises, being collectively the “Facility”). Certain capitalized terms used in this Sublease are defined on Exhibit “B”.
LOAN AGREEMENTLoan Agreement • August 7th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
THIS LOAN AGREEMENT, made and entered into this 8th day of June, 2012, by and between MT. V PROPERTY HOLDINGS, LLC (the “Borrower”) and METRO CITY BANK (“Lender”).
OPERATIONS TRANSFER AGREEMENTOperations Transfer Agreement • November 4th, 2011 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Arkansas
This Operations Transfer Agreement (this “Agreement”), dated as of November 1, 2011, 2011 (the “Effective Date”), is by and between KMJ MANAGEMENT, LLC d/b/a PINNACLE HEALTHCARE, LLC, an Arkansas limited liability company (“Transferor”) and ROSE MISSOURI NURSING, LLC, a Georgia limited liability company (“Purchaser”).
GUARANTY OF PAYMENT AND PERFORMANCEGuaranty of Payment and Performance • November 13th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • New Jersey
THIS GUARANTY OF PAYMENT AND PERFORMANCE (this “Guaranty”) made as of August 17, 2012, by ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (the “Guarantor”) in favor of CONTEMPORARY HEALTHCARE FUND I, L.P., a Delaware limited partnership (the “Lender”).
MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (ARKANSAS) MADE BY MOUNTAIN TOP PROPERTY HOLDINGS, LLC as Mortgagor to and for the benefit of KEYBANK NATIONAL ASSOCIATION as Lender Dated as of: May 31, 2013 PREPARED BY AND UPON...Mortgage, Security Agreement • July 26th, 2013 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING dated as of May 31, 2013 (this “Mortgage”), is executed by MOUNTAIN TOP PROPERTY HOLDINGS, LLC, a Georgia limited liability company, having an address at 1145 Hembree Road, Roswell, GA 30076 (the “Mortgagor”) to and for the benefit of KEYBANK NATIONAL ASSOCIATION, its successors and assigns (“Lender”) whose address is 4910 Tiedeman Road, 3rd Floor, Brooklyn, Ohio 44144.
Healthcare Regulatory Agreement - BorrowerSection 232 U.S. Department of Housing and Urban DevelopmentOffice of Residential Care Facilities OMB Approval No. 2502-0605(exp. 06/30/2017)Adcare Health Systems, Inc • December 22nd, 2014 • Services-skilled nursing care facilities
Public reporting burden for this collection of information is estimated to average 0.5 hours. This includes the time for collecting, reviewing, and reporting the data. The information is being collected to obtain the supportive documentation which must be submitted to HUD for approval, and is necessary to ensure that viable projects are developed and maintained. The Department will use this information to determine if properties meet HUD requirements with respect to development, operation and/or asset management, as well as ensuring the continued marketability of the properties. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB control number.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 5th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 28, 2012, is entered into by and among AdCare Health Systems, Inc., an Ohio corporation with headquarters located at 1145 Hembree Road, Roswell, Georgia 30076 (the “Company”), and the individuals and entities listed on Schedule A attached hereto (the “Schedule of Buyers”) under the heading “Buyers” (collectively, the “Buyers” and each, a “Buyer”) who became parties to this Agreement by executing and delivering a signature page in the form of Exhibit A attached hereto (the “Buyer Signature Page”). (The Company and the Buyers are sometimes referred to in this Agreement collectively as the “Parties” or singly as a “Party.”)
GUARANTY OF PAYMENT AND PERFORMANCEGuaranty of Payment and Performance • August 7th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Illinois
THIS GUARANTY OF PAYMENT AND PERFORMANCE dated as of July 2, 2012 (this “Guaranty”), is executed by GLENVUE H&R NURSING, LLC, a Georgia limited liability company (the “Operator”), and ADCARE HEALTH SYSTEMS, INC., an Ohio corporation (“AdCare”) (the Operator and AdCare being sometimes referred to herein collectively as the “Guarantors”), jointly and severally, to and for the benefit of THE PRIVATEBANK AND TRUST COMPANY, an Illinois banking corporation (the “Lender”).
COMMERCIAL GUARANTYAdcare Health Systems, Inc • July 8th, 2013 • Services-skilled nursing care facilities • Missouri
ASSIGNMENT OF LEASES AND RENTSAssignment of Leases and Rents • August 7th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Georgia
THIS ASSIGNMENT, made and entered into as of this 8th day of June, 2012, between MT. V PROPERTY HOLDINGS, LLC, a limited liability company duly organized, existing and in good standing under the laws of the State of Georgia and authorized to transact business in Arkansas, whose mailing address is 3050 Peachtree Road, NW, Suite 355, Two Buckhead Plaza, Atlanta, Georgia 30305 (hereinafter referred to as “Borrower”), and METRO CITY BANK, the address of which is 5441 Buford Highway, Suite 109, Atlanta, GA 30340 (hereinafter referred to as “Lender”);
LEASE AGREEMENTLease Agreement • March 31st, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • South Carolina
THIS LEASE AGREEMENT (this “Lease”) is entered into as of the 27th day of February, 2015 (the “Execution Date”) by and between SUMTER VALLEY PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Lessor”) and BLUE RIDGE OF SUMTER LLC, a South Carolina limited liability company (“Lessee”), 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 is located that certain 96 bed skilled nursing facility located at 1761 Pinewood Road, Sumter, South Carolina 29154 commonly known as “Sumter Valley Nursing and Rehab” (the “Facility”) including the “Lessor Personal Property” associated therewith described on Exhibit “A-2”. Certain capitalized terms used in this Lease are defined on Exhibit “B”.
LEASE AGREEMENTLease Agreement • May 15th, 2017 • Adcare Health Systems, Inc • Services-skilled nursing care facilities
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”.
SECURITY AGREEMENT (AdCare - Lessee)Security Agreement • March 19th, 2012 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Maryland
THIS SECURITY AGREEMENT (the “Security Agreement”) is made and entered into as of October 29, 2010 by and between ADK BONTERRA/PARKVIEW, LLC, a Georgia limited liability company (“Debtor”), and GEORGIA LESSOR — BONTERRA/PARKVIEW, INC., a Maryland corporation (“Secured Party”).
ADCARE HEALTH SYSTEMS, INC. 10% CONVERTIBLE SUBORDINATED NOTE DUE APRIL 30, 2017Adcare Health Systems, Inc • August 13th, 2015 • Services-skilled nursing care facilities • Georgia
This 10% CONVERTIBLE SUBORDINATED NOTE (including all 10% Convertible Subordinated Notes issued in transfer or replacement hereof, this “Note”) is one of a series of 10% Convertible Subordinated Notes originally issued by AdCare Health Systems, Inc., a Georgia corporation (the “Company”), as contemplated by the Company’s Confidential Offering Memorandum dated March 24, 2015, and pursuant to Subscription Agreements relating thereto between the Company and the Persons signatory thereto (collectively, the “Notes”). Certain capitalized terms used herein are defined in Section 24.
At Market Issuance Sales AgreementAdcare Health Systems, Inc • May 30th, 2017 • Services-skilled nursing care facilities • New York
