AMENDMENT NO. 2 TO THE TRANSITION TO INTERNAL MANAGEMENT AGREEMENT

AMENDMENT NO. 2

TO THE
TRANSITION TO INTERNAL MANAGEMENT AGREEMENT

This AMENDMENT NO. 2 to the TRANSITION TO INTERNAL MANAGEMENT AGREEMENT is made and entered into on this 8th day of April, 2014 (this “Amendment”) by and among, Sentio Healthcare Properties, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), Sentio Healthcare Properties OP, L.P., a Delaware limited partnership (the “Partnership,” and together with the Company, the “Company Parties”), Sentinel RE Investment Holdings LP, a Delaware limited partnership (the “Investor”), and Sentio Investments, LLC, a Florida limited liability company (the “Advisor”).

R E C I T A L S

WHERAS, the Company and the Advisor are parties to an advisory agreement pursuant to which the day-to-day business and affairs of the Company are managed by the Advisor (the “Advisory Agreement”);

WHEREAS, on February 10, 2013, the Company Parties, the Investor, and the Advisor, entered into the Transition to Internal Management Agreement (the “TIMA”), as amended by Amendment no. 1 dated April 8, 2014, which, subject to the receipt of certain required third-party consents which have heretofore been obtained, effected certain amendments to the terms of the Advisory Agreement;

WHEREAS, upon the terms set forth in this Amendment, the parties have agreed to amend the definition of invested capital included in the Advisory Agreement to reflect the effect of the repurchase of shares of the Company’s common stock through the issuance of preferred equity in the Company or the Partnership;

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend the TIMA as follows:

1. Amendment to Section 3a. Effective upon the receipt by the Company of the consent as required under the loan documents with respect to Woodlawn Terrace at the Oaks, the following definition shall be added to Section 3a of the TIMA:

“Invested Capital” means, as of any date, an amount equal to: Gross Proceeds, reduced by (i) the aggregate amount paid by the Company to repurchase Common Stock from Stockholders, exclusive of any amounts funded from the issuance of preferred equity in the Company or the Operating Partnership, (ii) all prior Distributions of Cash from Sales and Financings.

2. Ratification; Effect on Advisory Agreement.

a. Ratification. The TIMA and the Advisory Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified and confirmed in all respects.

b. Effect on the Advisory Agreement. On and after the date hereof, each reference in the TIMA to “this Agreement,” “herein,” “hereof,” “hereunder,” or words of similar import shall mean and be a reference to the TIMA as amended hereby.

c. Counterparts; Facsimile. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Original signatures hereto may be delivered by facsimile which shall be deemed originals.

Signature page follows.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.

	THE COMPANY
	Sentio Healthcare Properties, Inc.
	By:	/s/ Xxxx Xxxx Xxxxxx
	Name: Xxxx Xxxx Xxxxxx
	Title: President and Chief Executive Officer
	THE PARTNERSHIP
	Sentio Healthcare Properties OP, L.P.
	By:  Sentio Healthcare Properties, Inc.,
	its general partner
	By:	/s/ Xxxx Xxxx Xxxxxx
	Name: Xxxx Xxxx Xxxxxx
	Title: President and Chief Executive Officer
	THE INVESTOR
	Sentinel RE Investment Holdings LP
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Vice President
	THE ADVISOR
	Sentio Investments, LLC
	By:	/s/ Xxxx Xxxx Xxxxxx
	Name: Xxxx Xxxx Xxxxxx
	Title: Chief Executive Officer