SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTS AND JOINT ESCROW INSTRUCTIONS

EXHIBIT 10.9

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTS
AND JOINT ESCROW INSTRUCTIONS

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTS AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is entered into as of May 12, 2017 by and between “Seller” (as defined herein) and COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company (“Buyer”).

WHEREAS, (A) (i) Napa Skilled Nursing Center, LLC, a California limited liability company (“Napa Classic Care Existing Owner”) and Nazareth Classic Care of Napa, Inc., a California S corporation (“Napa Classic Care Existing Operator”, and together with Napa Classic Care Existing Owner, individually and collectively, “Napa Classic Care Seller”) previously entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated March 6, 2017 with respect to that certain real property located at 0000 Xxxxxxx Xxxx, Xxxx, Xxxxxxxxxx (the “Napa Classic Care Original Agreement”); (ii) Nazareth Agua Caliente Villa, LLC, a California limited liability company (“Sonoma Existing Owner”) and Nazareth Agua Caliente Villa, Inc., a California S corporation (“Sonoma Existing Operator”, and together with Sonoma Existing Owner, individually and collectively, “Sonoma Seller”) previously entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated March 6, 2017 with respect to that certain real property located at 00000 Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx (the “Sonoma Original Agreement”); (iii) Nazareth Classic Care Community, LLC, a California limited liability company (“Menlo Park Existing Owner”) and Nazareth Classic Care Community, Inc., a California S corporation (“Menlo Park Existing Operator”, and together with Menlo Park Existing Owner, individually and collectively, “Menlo Park Seller”) previously entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated March 6, 2017 with respect to that certain real property located at 000 Xxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx (the “Menlo Park Original Agreement”); (iv) Nazareth Classic Care of Fairfield, LLC, a California limited liability company (“Fairfield Existing Owner”) and Nazareth Classic Care of Fairfield, Inc., a California S corporation (“Fairfield Existing Operator”, and together with Fairfield Existing Owner, individually and collectively, “Fairfield Seller”) previously entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated March 6, 2017 with respect to that certain real property located at 0000 X. Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx (the “Fairfield Original Agreement”); (v) Nazareth Park Place, LLC, a California limited liability company (“Sacramento Existing Owner”) and Nazareth Park Place, Inc., a California S corporation (“Sacramento Existing Operator”, and together with Sacramento Existing Owner, individually and collectively, “Sacramento Seller”) previously entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated March 6, 2017 with respect to that certain real property located at 0000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxx (the “Sacramento Original Agreement”); (vi) Nazareth Rose Garden of Napa, LLC, a California limited liability company (“Napa Rose Garden Existing Owner”) and Nazareth Rose Garden of Napa, Inc., a California S corporation (“Napa Rose Garden Existing Operator”, and together with Napa Rose Garden Existing Owner, individually and collectively, “Napa Rose Garden Seller”) previously entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated March 6, 2017 with respect to that certain real property located at 000 Xxxxxxxx Xxxxx, Xxxx, Xxxxxxxxxx (the “Napa Rose Garden Original Agreement”) and (vii) Nazareth Vista, LLC, a California limited liability company (“Belmont Seller”, and together with Napa Classic Care Seller, Sonoma Seller, Menlo Park Seller, Fairfield Seller and Napa Rose Garden Seller, individually and collectively, “Seller”) previously entered into that certain Purchase and Sale

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Agreement and Joint Escrow Instructions dated March 6, 2017 with respect to that certain real property located at 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx (the “Existing Belmont Agreement”, and together with the Napa Classic Care Original Agreement, the Sonoma Original Agreement, the Menlo Park Original Agreement, the Fairfield Original Agreement and the Napa Rose Garden Original Agreement, the “Original Agreements”) and (B) Seller and Buyer previously entered into that certain First Amendment to Purchase and Sale Agreements and Joint Escrow Instructions dated May 5, 2017 (the “First Amendment”, and together with the Original Agreements, the “Existing Agreements”).

WHEREAS, Seller and Buyer mutually desire to reaffirm and amend the Existing Agreements as provided below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.    Defined Terms. All capitalized terms used and not defined herein shall have the meanings given to them in the Existing Agreements.

2.    Due Diligence Period. The Due Diligence Period is hereby extended to 11:59 p.m. Los Angeles, California time on May 19, 2017, and all references to the term “Due Diligence Period” in the Agreements shall mean and refer to the Due Diligence Period as extended by this Amendment.

3.    Except as expressly modified hereby, nothing in this Amendment shall limit any of Buyer’s rights under the Existing Agreements and the Existing Agreements are hereby ratified and shall remain in full force and effect, enforceable in accordance with its terms.

4.    This Amendment may be executed in multiple counterparts, which taken together shall constitute one and the same instrument, and executed counterparts may be delivered via facsimile or e-mail, the parties agreeing to be bound by such delivery.

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This Amendment has been executed as of the date and year first above written.

NAPA CLASSIC CARE SELLER:

NAPA SKILLED NURSING CENTER, LLC,
a California limited liability company
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	Managing Member

NAZARETH CLASSIC CARE OF NAPA, INC.,
a California S corporation
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	CEO

SONOMA SELLER:

NAZARETH AGUA CALIENTE VILLA, LLC,
a California limited liability company
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	Managing Member

NAZARETH AGUA CALIENTE VILLA, INC.,
a California S corporation
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	CEO

S-1

This Amendment has been executed as of the date and year first above written.

MENLO PARK SELLER:

NAZARETH CLASSIC CARE COMMUNITY, LLC,
a California limited liability company
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	Managing Member

NAZARETH CLASSIC CARE COMMUNITY, INC.,
a California S corporation
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	CEO

FAIRFIELD SELLER:

NAZARETH CLASSIC CARE OF FAIRFIELD, LLC,
a California limited liability company
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	Managing Member

NAZARETH CLASSIC CARE OF FAIRFIELD, INC.,
a California S corporation
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	CEO

S-2

This Amendment has been executed as of the date and year first above written.

SACRAMENTO SELLER:

NAZARETH PARK PLACE, LLC,
a California limited liability company
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	Managing Member

NAZARETH PARK PLACE, INC.,
a California S corporation
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	CEO

NAPA ROSE GARDEN SELLER:

NAZARETH ROSE GARDEN OF NAPA, LLC,
a California limited liability company
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	Managing Member

NAZARETH ROSE GARDEN OF NAPA, INC.,
a California S corporation
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	CEO

S-3

This Amendment has been executed as of the date and year first above written.

BELMONT SELLER:

NAZARETH VISTA, LLC,
a California limited liability company
By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Its:	Managing Member

S-4

This Amendment has been executed as of the date and year first above written.

BUYER:

COLONIAL OAKS SENIOR LIVING HOLDCO, LLC,
a Delaware limited liability company
By:	/s/ Xxxx Xxxxxxxxxxx
Name:	Xxxx Xxxxxxxxxxx
Its:	Sole Member

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