PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (Rockdale)

PARTIAL ASSIGNMENT AND ASSUMPTION
OF
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

(Rockdale)

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Assignment”) is entered into as of this 10^th day of January, 2012 (the “Effective Date”), by and between G&E HC REIT II SOUTHEASTERN SNF PORTFOLIO, LLC, a Delaware limited liability company (“Assignor”), and G&E HC REIT II ROCKDALE SNF, LLC, a Delaware limited liability company (“Assignee”).

WITNESSETH:

WHEREAS, Wellington Healthcare Services, L.P. and the various selling parties identified on Exhibit A hereto (collectively, “Sellers”) and Assignor entered into an Purchase and Sale Agreement and Escrow Instructions dated as of September 29, 2011 (the “Purchase Agreement”), pursuant to which Sellers agreed to sell, and Assignor agreed to purchase (subject to the terms and conditions contained therein), certain real property located at 1510 Renaissance Drive, Conyers, Georgia (the “Rockdale Property”), in addition to certain other parcels of property as more particularly discussed in the Purchase Agreement;

WHEREAS, Assignor desires to assign, transfer and convey to Assignee all of Assignor’s right, title, and interest in and to the Purchase Agreement as same relate to the purchase of the Rockdale Property;

WHEREAS, Assignee desires to accept said assignment and to assume Assignor’s rights and obligations under the Purchase Agreement as same relate to the purchase of the Rockdale Property, upon the terms and conditions hereinafter set forth; and

WHEREAS, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

NOW, THEREFORE, for and in consideration of the sum of Ten and 00/100ths Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

[Signature page follows.]

WHEREOF, the parties, individually or by their respective duly-authorized officers, have caused this Assignment to be executed in counterparts, each of which shall be deemed to be an original document, on the date first above written.

1

Exhibit A

Sellers

2