AMENDMENT TO ASSET PURCHASE AGREEMENT. Parkhouse W I T N E S S E T H:

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1 AMENDMENT TO ASSET PURCHASE AGREEMENT Parkhouse THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (this Amendment ) dated January 15, 2014 (the Execution Date ), is made and entered into by and between the COUNTY OF MONTGOMERY, a County of the Second Class A in the Commonwealth of Pennsylvania ( Seller ), PARKHOUSE NURSING AND REHABILITATION CENTER, L.P., a Pennsylvania limited partnership (f/k/a Parkhouse Realty, L.P.) ( Purchaser ), and MID- ATLANTIC HEALTH CARE, LLC, a Maryland limited liability company ( Guarantor ), and, for the limited purpose set forth herein, GA HC REIT II Royersford SNF, LLC, a Delaware limited liability company ( REIT ). W I T N E S S E T H: WHEREAS, Seller, Purchaser, Guarantor and REIT entered into that certain Asset Purchase Agreement, dated as of December 9, 2013 ( Agreement ), for the purchase and sale of those certain assets and real property and improvements more particularly described in the Agreement; WHEREAS, Seller, Purchaser, Guarantor and REIT now desire to amend the Agreement as set forth in this Amendment. NOW THEREFORE, for and in consideration of the foregoing premises hereto and for Ten Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement. 2. Scrivener s Error. The Agreement incorrectly identified the REIT as Griffith- American Health REIT II, Inc. The correct identity of the REIT is GA HC REIT II Royersford SNF, LLC and all references to REIT in the Agreement are hereby modified accordingly. 3. Closing. Section is hereby modified to require Seller to provide a duly executed special warranty deed containing a covenant of further assurances, from the Seller to the REIT, in recordable form, transferring good and marketable fee simple title to the Real Property and the improvements thereon, both of record and in fact and insurable at regular rates, subject only to Permitted Encumbrances, and such affidavits or other instruments as the REIT s title insurance company may reasonably request, including, but not limited to (i) affidavits or indemnities sufficient to induce the Title Company to remove or insure over (A) judgments, bankruptcies, taxes and municipal claims, (B) parties in possession other than current occupants pursuant to agreements with Seller that are specifically approved by the REIT, (C) filed or unfiled mechanics or materialmens liens, (D) matters not shown in the public records, and (E) other standard pre-printed exceptions (including the gap exception); and (ii) payoff letters.

2 4. Easements. Section is hereby modified to require that the Declaration must be in form and substance reasonably acceptable to REIT. 5. Owner s Affidavit. Section is hereby modified to require Seller to deliver such affidavits or other instruments as Purchaser s or REIT s title insurance company may reasonably request. Additionally, and not withstanding any language contained in Section to the contrary, in no event will Purchaser or REIT be required to purchase the Real Property or Personal Property if there are any filed or unfiled mechanics, materialman s or other liens thereon, and, Purchaser or REIT, may, on written notice to Seller, pay the amount claimed by any such lienholder and deduct said amounts from Purchase Price at Closing. 6. Disclosure Schedules. Section of the Agreement is deleted and replaced as follows: Disclosure Schedules. Within seven (7) Business Days after the date hereof, deliver to Purchaser drafts of the Schedules referenced herein to be prepared by Seller. If Purchaser objects to any provision in the Schedules, Purchaser shall be entitled to terminate this Agreement without further obligation or liability to Seller; provided, however, that Purchaser shall notify Seller in writing of its intent to terminate the Agreement pursuant to this Section no later than January 20, Due Diligence Period. The Due Diligence Period which, pursuant to Section 9.1.5, is to expire on January 24, 2014 is hereby modified to expire on January 30, Examinations. Notwithstanding any language contained in the Agreement to the contrary, Seller agrees that the REIT shall have all rights of Purchaser as set forth in Section Title and Condition of Real Property. Section 6.8(m) of the Agreement is deleted and replaced as follows: There is no currently pending or existing or, to the Knowledge of Seller, pending, contemplated, threatened or anticipated: (i) annexation or moratorium proceeding of or related to any part of the Real Property, (ii) widening, change of grade or limitation on use of streets abutting the Real Property, (iii) special tax or assessment to be levied against the Real Property, (iv) change in the zoning classification of the Real Property or (v) change in the tax assessment of the Real Property. 10. Limited Rights of REIT. Section 14.6 of the Agreement is deleted and replaced as follows: 14.6 Limited Rights of REIT. THE REIT S SOLE RIGHTS AND REMEDIES RELATIVE TO THE SELLER WITH RESPECT TO THE REAL PROPERTY AND PERSONAL PROPERTY ARE LIMITED TO THOSE, AND ALL OF THOSE, REMEDIES AVAILABLE TO THE PURCHASER WITH RESPECT TO THE RETURN OF THE DEPOSIT IN CONNECTION WITH THE TERMINATION OF THIS v4 2

3 AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE PROVISIONS OF SECTION THE REIT S RIGHTS AND REMEDIES AS PROVIDED IN THIS SECTION 14.6 MAY BE PURSUED BY THE REIT DIRECTLY AGAINST THE SELLER, BUT ANY AND ALL OTHER RIGHTS, REMEDIES OR RECOVERIES THAT THE REIT MAY HAVE, OR MAY CLAIM TO HAVE, WITH RESPECT TO THE REAL PROPERTY OR THE PEROSONAL PROPERTY WILL BE SET FORTH IN A SEPARATE AGREEMENT AMONG PURCHASER, GUARANTOR, AND THE REIT, WHICH MAY CONTAIN ADDITIONAL RIGHTS AND REMEDIES AMONG SAID PARTIES. 11. Miscellaneous. Except as expressly amended and modified hereby, the Agreement shall otherwise remain in full force and effect, and the parties hereto hereby ratify and confirm the same. This Amendment, together with the Agreement, is the complete understanding between the parties and supersedes all other prior agreements and representations concerning its subject matter. To the extent of any inconsistency between the Agreement and this Amendment, the terms of this Amendment shall control. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors, assigns and legal representatives. This Amendment may be modified only in writing signed by the party against which enforcement of the modification is asserted. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. Any counterpart of this Amendment may be executed and delivered by facsimile or electronic transmission, which shall have the same force and effect as an original. The date of this Amendment shall be the date on which it is last signed by the parties hereto, and such date shall be inserted in the introductory paragraph of this Amendment. Time is of the essence of this Amendment. [The remainder of this page is intentionally blank. Signatures follow on the next page.] v4 3

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