0001144204-13-007569 Sample Contracts

TRANSITION TO INTERNAL MANAGEMENT AGREEMENT
Transition to Internal Management Agreement • February 12th, 2013 • Sentio Healthcare Properties Inc • Real estate investment trusts • Florida

This TRANSITION TO INTERNAL MANAGEMENT AGREEMENT is made and entered into on this 10th day of February, 2013 (this “Agreement”) 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”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Securities Purchase Agreement (as defined below).

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • February 12th, 2013 • Sentio Healthcare Properties Inc • Real estate investment trusts • New York

This INVESTOR RIGHTS AGREEMENT is made and entered into on this 10th day of February, 2013 (this “Agreement”) by and among Sentinel RE Investment Holdings LP, a Delaware limited partnership (the “Investor”), Sentio Healthcare Properties, Inc., a corporation organized under the laws of the State of Maryland (the “Company”) and Sentio Healthcare Properties OP, L.P., a Delaware limited partnership (the “Partnership,” and together with the Company, the “Sentio Parties”).

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