0001104659-11-038948 Sample Contracts

Contract
Warrant Agreement • July 14th, 2011 • Adcare Health Systems Inc • Services-skilled nursing care facilities • Ohio

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 14th, 2011 • Adcare Health Systems Inc • Services-skilled nursing care facilities • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2011, by and among AdCare Health Systems, Inc., an Ohio corporation, with headquarters located at 5057 Troy Road, Springfield, Ohio 45502 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 14th, 2011 • Adcare Health Systems Inc • Services-skilled nursing care facilities • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2011, by and among AdCare Health Systems, Inc., an Ohio corporation, with headquarters located at 5057 Troy Road, Springfield, Ohio 45502 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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