Third Amendment to Master Lease

THIS THIRD AMENDMENT TO MASTER LEASE (the "Amendment") is effective as of August 19, 2021 (the "Effective Date"), by and between NHI-REIT OF NEXT HOUSE, LLC, a Delaware limited liability company (“NRNH”), MYRTLE BEACH RETIREMENT RESIDENCE LLC, an Oregon limited liability company (“MBRR”) and VOORHEES RETIREMENT RESIDENCE LLC, an Oregon limited liability company (“VRR”, and together with NRNH and MBRR, “Landlord”) and WELL CHURCHILL LEASEHOLD OWNER LLC, a Delaware limited liability company (“Tenant”), as successor in interest to NH MASTER TENANT LLC, a Delaware limited liability company.

A.Landlord and Tenant are parties to that certain Master Lease dated December 23, 2013 (the “Initial Lease”), as amended by that certain Amendment to Master Lease and Termination of Guaranty dated November 5, 2018 (the “First Amendment”), as amended by that certain Second Amendment to Master Lease dated January 3, 2019 (the “Second Amendment” and together with the Initial Lease and the First Amendment, the "Lease"), which Lease was assigned by NH Master Tenant LLC to Tenant pursuant to that certain Assignment and Assumption of Master Lease and Consent to Assignment dated July 30, 2021, and which Lease currently covers twenty-six (26) separate independent living facilities, as more particularly described therein;

B.Landlord and Tenant are parties to that certain Agreement Regarding Lease dated May 1, 2021 (the “Agreement”), which addresses, among other things, that certain Facility Transfer (as defined in the Agreement), which contemplates the sale of a number of the Facilities and the termination of the Lease with respect to those Facilities;

C.Pursuant to the terms of a purchase and sale agreement dated on or about the date hereof (the “Purchase Agreement”) between NRNH, as seller, and [***] or one of its affiliates, as purchaser (“Purchaser”), Landlord is selling the eight (8) Facilities listed on Exhibit B attached hereto (the “Released Facilities”) to Purchaser; and

D.Landlord and Tenant desire to amend the Lease to release the Released Facilities from and otherwise update the Lease in connection with the Facility Transfer.

NOW, THEREFORE, for and in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:

1.Release of Certain Facilities. As of the Effective Date, Landlord is conveying the Released Facilities to Purchaser (the ‘Sale”), and upon the consummation of the Sale, the Released Facilities are hereby released from the Lease, and the Lease is terminated solely with respect to the Released Facilities from and after the Effective Date, except as to (i) any indemnities or other obligations of Landlord or Tenant with respect to the Released Facilities that survive the termination of the Lease pursuant to the terms thereof, and (ii) all amounts due and owing from Tenant to Landlord or Landlord to Tenant, if any, with respect to the Released Facilities under the Lease through the Effective Date, and all right, title, interest and claim to the same are hereby reserved to the applicable party. As of the Effective Date, neither Landlord nor Tenant shall have any liability under the Lease solely with respect to the Released Facilities except as provided in the immediately preceding sentence, provided, that, for the avoidance of doubt, Landlord retains all claims under the Lease with respect to clauses (i) and (ii) of the

preceding sentence with respect to the Released Facilities. For the avoidance of doubt, this Section 1 affects only the Released Facilities and Landlord retains all claims under the Lease as to all Facilities under the Lease other than the Released Facilities. The definition of “Facility or Facilities” in Section 1 of the Lease is hereby amended to exclude the Released Facilities and Exhibit A to the Lease is hereby deleted in its entirety and Exhibit A attached to this Amendment is inserted in lieu thereof.

2.Base Rent. Schedule 1.1 of the Lease (Allocated Facility Rent) is hereby deleted and replaced with Schedule 1.1 attached hereto and made a part hereof.

3.Bill of Sale. As required by the Lease, Tenant is delivering to NRNH, as the owner of the Released Facilities, a Bill of Sale as of the date hereof pursuant to which Tenant is conveying to NRNH all of Tenant’s right, title and interest in the Transferred Tenant’s Personal Property and the Inventory to the extent used solely in the operation of the Released Facilities. The parties have agreed that Tenant shall not convey its right, title and interest in and to the Records with respect to the Released Facilities; provided, however, that for a period of three (3) years after the Effective Date and upon request by Landlord, Tenant shall permit Landlord to make copies of all Records, subject to Legal Requirements, solely to the extent relating to the Released Facilities.

4.Assignments. Landlord acknowledges that Tenant shall make any assignments of the Contracts, the Licenses and the Resident Agreements directly to Purchaser. Tenant shall not deliver an Assignment of Contracts and Operating Leases or an Assignment of Resident Agreements to NRNH with respect to the Released Facilities.

5.Acknowledgments. Landlord acknowledges that in connection with the Sale, Tenant and Purchaser have executed the settlement statement attached hereto as Exhibit C pursuant to which the net amount owed by Tenant to Purchaser is $69,011.00 and such amount has been paid by Tenant to Purchaser on the date hereof, provided that by making such acknowledgement Landlord is in no way verifying the accuracy or completeness of such settlement statement.

6.Entire Agreement. This Amendment constitutes the entire and integrated agreement between Landlord and Tenant relating to the subject matter of this Amendment and supersedes all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto.

7.No Other Changes. Unless expressly amended hereby, all other terms and conditions contained in the Lease shall remain unchanged and in full force and effect, and are hereby ratified and confirmed. To the extent of any conflict between the provisions hereof and the Lease, the provisions of this Amendment shall govern and control. This Amendment shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns.

8.Defined Terms. Capitalized terms used in this Amendment and not defined herein, shall have the meaning as set forth in the Lease.

9.Counterparts. This Amendment may be executed in counterparts. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. The parties hereby acknowledge and agree that electronic signatures, digital signatures, and signatures transmitted by electronic in “.pdf” or other electronic format shall be legal and binding and shall have the same full force and effect as if an original signed counterpart of this Amendment had been delivered.

IN WITNESS WHEREOF, the undersigned Landlord has caused their duly authorized representative to execute and deliver this Amendment as of the date set forth above.

IN WITNESS WHEREOF, the undersigned Landlord has caused their duly authorized representative to execute and deliver this Amendment as of the date set forth above.

IN WITNESS WHEREOF, the undersigned Landlord has caused their duly authorized representative to execute and deliver this Amendment as of the date set forth above.

IN WITNESS WHEREOF, the undersigned Tenant has caused their duly authorized representative to execute and deliver this Amendment as of the date set forth above.