SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

EXHIBIT 10.1

SECOND AMENDMENT TO

PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into effective as of the 8^th day of May, 2017, GAHC4 SW ILLINOIS SENIOR HOUSING PORTFOLIO, LLC, a Delaware limited liability company (“Buyer”), and A&M PROPERTY HOLDING, LLC, an Illinois limited liability company (“Seller”) and GARDEN PLACE, LLC, an Illinois limited liability company (the “Operator”).

W I T N E S S E T H:

Buyer, Seller and Operator entered into that certain Purchase and Sale Agreement effective as of March 13, 2017 as amended by that certain First Amendment to Purchase and Sale Agreement effective as of April 18, 2017 (collectively, the “Purchase Agreement”). Capitalized terms not defined herein shall have the meaning given to them in the Purchase Agreement. Buyer, Seller and Operator desire to amend the Purchase Agreement as herein set forth.

NOW, THEREFORE, for Ten and No/100 Dollars ($10.00) in hand paid and in consideration of the covenants and agreements herein contained, the adequacy and sufficiency of which are hereby acknowledged by the parties, the parties hereto mutually agree as follows:

1.    Due Diligence Period. Section 1(g) of the Purchase Agreement is hereby amended to extend the Due Diligence Period so that it shall end at 6:00 pm pacific time on May 10, 2017.

2.    Full Force and Effect. Except as specifically provided herein, the Purchase Agreement is unchanged and remains in full force and effect.

3.    Counterparts; Facsimile Execution. This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement. This Amendment may be executed and delivered via telephonic or electronic facsimile or PDF transmission.

[Signatures on following page]

1

IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement effective as of the day and year first set forth above.

“SELLER”			“BUYER”
A&M PROPERTY HOLDING, LLC,			GAHC4 SW Illinois Senior Housing
an Illinois limited liability company			Portfolio, LLC,
			a Delaware limited liability company
By:	/s/ Xxxxx X. Xxxxxxx		By:	/s/ Xxxxxxx Xxxxxxx
	Xxxxx X. Xxxxxxx		Name:	Xxxxxxx Xxxxxxx
	Title: Manager		Its:	Authorized Signatory
“OPERATOR”
GARDEN PLACE, LLC,
an Illinois limited liability company
By:	/s/ Xxxxx X. Xxxxxxx
	Xxxxx X. Xxxxxxx
	Title: Manager

[Signature page to Amendment to Purchase and Sale Agreement]