THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of the 30th day of June, 2015, by GAHC3 PENNSYLVANIA SENIOR HOUSING PORTFOLIO, LLC, a Delaware limited liability company (“Buyer”), and ABEKING ASSOCIATES, L.P., a limited partnership organized under the laws of the Commonwealth of Pennsylvania, WESTRUM HANOVER LP, a limited partnership organized under the laws of the state of Delaware, and ONE BOYERTOWN PROPERTIES LP, a limited partnership organized under the laws of the Commonwealth of Pennsylvania (individually and collectively, “Seller” or “Sellers”).

Buyer and Sellers entered into that certain Asset Purchase Agreement effective as of February 25, 2015, as amended (the “Purchase Agreement”). Capitalized terms not defined herein shall have the meaning given to them in the Purchase Agreement. Buyer and Sellers desire to amend the Purchase Agreement as herein set forth.

NOW, THEREFORE, for Ten and No/100 Dollars ($10.00) in hand paid and in consideration of the covenants and agreements herein contained, the adequacy and sufficiency of which are hereby acknowledged by the parties, the parties hereto mutually agree as follows:

1.    Addition of Seller and Property. Two Boyertown Properties, LP, a Pennsylvania limited partnership (“Two Boyertown”), is the owner of the real property and improvements located legal described on Exhibit A attached hereto (the “Two Boyertown Property”). Two Boyertown joins the execution of this Amendment to memorialize its agreement to sell the Two Boyertown Property to or as directed by Buyer, in accordance with the terms of the Agreement. The Two Boyertown Property shall be deemed to be a part of the Property for purposes of the Agreement.

2.    Allocation of Purchase Price. Section 1.7 of the Purchase Agreement is amended by changing “$29,000,000.00” in subsection 1.7(c) to “$28,750,000.00” and adding a new subsection 1.7(d) which shall read as follows:

“(d)    Two Boyertown Property        $250,000.00”

3.    Full Force and Effect. Except as specifically provided herein, the Purchase Agreement is unchanged and remains in full force and effect.

4.    Counterparts; Facsimile Execution. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement. This Amendment may be executed and delivered via telephonic or electronic facsimile or PDF transmission.

IN WITNESS WHEREOF, Sellers and Buyer have executed this Agreement effective as of the day and year first set forth above.