SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into as of October 12, 2016 (the “Execution Date”), by and among GAHC4 CULLMAN AL MOB I, LLC, a Delaware limited liability company (“GAHC4 I”), GAHC4 CULLMAN AL MOB II, LLC, a Delaware limited liability company (“GAHC4 II”), GAHC4 SYLACAUGA AL MOB, LLC, a Delaware limited liability company (“GAHC4 Sylacauga”), CULLMAN POB PARTNERS I, LLC, a Delaware limited liability company (“Cullman I”), CULLMAN POB II, LLC, a Delaware limited liability company (“Cullman II”), and HCP COOSA MOB, LLC, a Delaware limited liability company (“Coosa”), and consented to by Chicago Title Insurance Company (“Escrow Agent”). GAHC4 I, GAHC4 II and GAHC4 Sylacauga are sometimes each referred to herein as a “Buyer” and are sometimes collectively referred to herein as “Buyers.” Cullman I, Cullman II and Coosa are sometimes each referred to herein as a “Seller” and are sometimes collectively referred to herein as “Sellers.”

A.    WHEREAS, each of Buyers, as assignees of GAHC4 Iron MOB Portfolio, LLC, a Delaware limited liability company (“Iron Portfolio”), Sellers and Escrow Agent are parties to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of August 11, 2016, as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions dated as of September 12, 2016 by and among Iron Portfolio, Sellers and Escrow Agent, and as assigned by Iron Portfolio to each Buyer pursuant to those certain Partial Assignments and Assumption of Purchase and Sale Agreement and Joint Escrow Instructions, each dated as of September 22, 2016 (as amended and assigned, the “Agreement”), for the purchase and sale of certain real property and improvements located in Cullman, Cullman County, Alabama and Sylacauga, Talladega County, Alabama (collectively, the “Property”) under the terms and conditions as more particularly described in the Agreement; and

B.    WHEREAS Buyers and Sellers desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyers and Sellers hereby agree, and instruct Escrow Agent, as follows:

7.5.8    Coosa Valley Credit. Buyers shall receive a credit from Sellers at Closing in the amount of FORTY THOUSAND AND NO/100 DOLLARS ($40,000.00) for certain capital expenditures relating to the HVAC controls for the third (3rd) floor of Coosa Valley (the “HVAC Work”) pursuant to Section 30(a) of that certain Building Lease Agreement, dated April 14, 1999, currently between Coosa and Sylacauga Health Care Authority (as amended, the “Coosa Space Lease”). Buyers agree to complete the HVAC Work after the Closing in accordance with the terms of the Coosa Space Lease and subject to Sellers’ reasonable approval thereof. Buyers shall use commercially reasonable efforts to keep Sellers informed of their progress with respect to the HVAC Work and shall provide Sellers with copies of invoices related thereto. If the actual cost for such HVAC Work as reasonably approved by Sellers exceeds $40,000.00, Sellers agree to reimburse Buyers for the excess cost in connection with the true-up set forth in Section 7.5.4 of the Agreement. If Buyers expend less than $40,000.00 for such HVAC Work as reasonably approved by Sellers, Buyers agree to promptly refund the actual cost difference to Sellers, or deduct any such amount from any true-up amounts owed to Buyers under Section 7.4.5 of the Agreement; provided that Sylacauga Health Care Authority accepts the HVAC Work as unconditionally complete.

(whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Except as otherwise specifically set forth in this Amendment, the excuse or waiver of the performance by a party of any obligation of the other party under this Amendment shall only be effective if evidenced by a written statement signed by the party so excusing or waiving. No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver by Sellers or Buyers of the breach of any covenant of this Amendment shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.