AMENDMENT TO ADVISORY AGREEMENT
This AMENDMENT TO ADVISORY AGREEMENT (this Amendment), dated June 23, 2021, is by and among Griffin-American Healthcare REIT IV, Inc., a Maryland corporation (the Company), Griffin-American Healthcare REIT IV Holdings, LP, a Delaware limited partnership (the Partnership), and Griffin-American Healthcare REIT IV Advisor, LLC, a Delaware limited liability company (the Advisor).
WHEREAS, the Company, the Partnership and the Advisor previously entered into that certain Advisory Agreement dated February 16, 2016 (the Agreement);
WHEREAS, the Company, the Partnership, Continental Merger Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of the Company (Merger Sub), Griffin-American Healthcare REIT III, Inc., a Maryland corporation (GAHR III) and Griffin-American Healthcare REIT III Holdings, LP, a Delaware limited partnership and the operating partnership of GAHR III (GAHR III Operating Partnership), desire to effect a business combination in which (i) GAHR III will be merged with and into Merger Sub, with Merger Sub being the surviving entity, and (ii) the Partnership will be merged with and into GAHR III Operating Partnership, with GAHR III Operating Partnership being the surviving entity (collectively, the Mergers); and
WHEREAS, in connection with the proposed Mergers, the Company, the Partnership and the Advisor desire to amend the Agreement to reflect a waiver of the Acquisition Fee payable in connection with the Mergers.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto, intending to be legally bound hereby, do hereby agree as follows:
1. Defined Terms. Any term used herein that is not otherwise defined herein shall have the meaning ascribed to such term as provided in the Agreement.
2. Amendment to Section 8(a). Pursuant to Section 24 of the Agreement, the Company, the Partnership and the Advisor hereby agree that Section 8(a) of the Agreement shall be deleted and replaced in its entirety with the following:
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Acquisition Fee. The Advisor or its Affiliates shall receive as compensation for services rendered in connection with the investigation, selection and acquisition of Properties or Real Estate-Related Investments (by purchase, investment or exchange) funded by equity raised during the Offering Stage through the Advisor or its Affiliates, including any acquisitions completed after the end of the Offering Stage and/or the termination of this Agreement or funded with net proceeds from a Sale, an acquisition fee payable by the Company (the Acquisition Fee). The total Acquisition Fee paid to the Advisor or its Affiliates for services provided by the Advisor, its Affiliates or sub-contractors thereof, but excluding real estate commissions paid to real estate broker Affiliates of the Advisor, shall be paid entirely in cash as follows: (i) with respect to each Real Estate-Related Investment, a base fee of two percent (2.0%) of the Contract Purchase Price of each such Real Estate-Related Investment, plus a contingent advisor payment (the Contingent Advisor Payment) of an additional two and twenty-five hundredths percent (2.25%) of the Contract Purchase Price of each such Real Estate-Related Investment, and (ii) with