ASSIGNMENT OF OPTION RIGHT

EX-10.1 2 v330635_ex10-1.htm EXHIBIT 10.1

ASSIGNMENT OF OPTION RIGHT

THIS ASSIGNMENT OF OPTION RIGHT (“Agreement”) is entered into this 24^th day of December 2012, by and between the following parties:

ASSIGNOR:	Pacific Gardens Estates, LLC, an
	Oregon limited liability company
	c/o Dover Management, Inc.
	850 Promontory Place SE
	PO Box 3548
	Salem OR 97302

And

ASSIGNEE:	CHP Tigard, LLC,
	a Delaware limited liability company
	1920 Main Street, Suite 400
	Irvine CA 92614

RECITALS:

	A.	Assignor, under a written Lease dated September 30, 2000 (the “Lease”) leases from Tigard Investment Group, LLC (“Landlord”) the skilled nursing facility and certain personal property therein located at 14145 S.W. 105th Street, Tigard, Oregon, as legally described in Exhibit “A” (said real and personal property referred to collectively as the “Property”).

	B.	Assignor entered into an Option Agreement dated April 1, 2010, attached as Exhibit “B” (the “Option Agreement”) which provides Assignor with the option to purchase the Property (the “Option”) for an option exercise price of $3,060,000, if exercised between March 1, 2012 and February 28, 2013.

	C.	Pursuant to that certain Purchase and Sale Agreement dated April 10, 2012, as amended (the “Sale Agreement”), Pacific agreed to sell to CHP, and CHP agreed to purchase, the Option.

	D.	The parties wish complete this Assignment and memorialize their agreement in writing.

NOW, THEREFORE, in consideration of the mutual promises, representations and warranties of the parties, the parties enter into the following:

A G R E E M E N T:

1. Incorporation of Recitals. The above Recitals are incorporated herein by reference.

2. Purchase Price. Assignee shall pay to Assignor the sum of $5,140,000 (the “Purchase Price”) in consideration for this Assignment. At Closing, the following sums will be credited against the Purchase Price:

2.1.	Consideration adjustment to Purchase Price as credit to Assignee:	$60,000
2.2.	Credit to Assignee for release of deposit funds:	$248,000

At Closing, Assignee shall pay directly to Landlord the sum of $3,060,000, as the Option purchase price less the $100,000 initial deposit made by Assignee.

3. Assignment. Assignor hereby assigns and transfers unto Assignee all of Assignor’s right, title and interest in and to the Option Agreement upon payment of the Purchase Price.

4. Representations and Warranties. This Assignment is subject to the representations, warranties, disclaimers and other terms and conditions in the Sale Agreement.

5. Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original and all of which together shall constitute one and the same Agreement.

6. Facsimile or Email Signatures. The facsimile or email transmission of this signed Agreement shall be the same as delivery of an original. At the request of any party, the parties shall confirm the facsimile or email transmitted signatures by signing an original document.

7. Representation of Counsel. This Agreement was prepared by Garrett Hemann Robertson P.C. which represents Assignor only in this matter. Assignee is represented by DLA Piper LLP (US) in this matter. The parties acknowledge that they have had an opportunity to negotiate the terms of this Agreement and even though this Agreement was drafted by counsel for Assignor, it shall not be construed against any party.

(Signatures on Following Page)

IN WITNESS WHEREOF, the undersigned have executed the foregoing as of the date first set forth above.

ASSIGNOR:

Pacific Gardens Estates, LLC,
dba Pacific Health & Rehabilitation


By:	/s/ Don R. Bybee
	Don R. Bybee, Member/Manager


By:	/s/ Kent Emry
	Kent Emry, Member/Manager

ASSIGNEE:
CHP Tigard, LLC, a Delaware limited liability company

By Cornerstone CORE Properties REIT, Inc.,
a Maryland corporation, its Manager


By:	/s/ Kent Eikanas
	Kent Eikanas, President/
	Chief Operating Officer

EXHIBIT “A”

(Legal Description)

EXHIBIT “B”