0001193125-14-086696 Sample Contracts

MANAGEMENT SERVICES AGREEMENT by and between JERRY ERWIN ASSOCIATES, INC. (d/b/a JEA SENIOR LIVING) (Management Company) and CHP ISLE AT CEDAR RIDGE TX TENANT CORP. (Tenant) Isle at Cedar Ridge Cedar Park, TX 78613 February 28, 2014
Management Services Agreement • March 6th, 2014 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Texas

THIS MANAGEMENT SERVICES AGREEMENT, is made as of the 28th day of February, 2014 (the “Effective Date”) by and between CHP ISLE AT CEDAR RIDGE TX TENANT CORP., a Delaware corporation (“Tenant”), and JERRY ERWIN ASSOCIATES, INC. (d/b/a JEA SENIOR LIVING) (hereinafter “Management Company”).

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GUARANTY AGREEMENT Dated as of February 28, 2014 by CHP ISLE AT CEDAR RIDGE TX OWNER, LLC as Guarantor in favor of THE LENDERS REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN
Guaranty Agreement • March 6th, 2014 • CNL Healthcare Properties, Inc. • Real estate investment trusts • Ohio

GUARANTY AGREEMENT dated as of February 28, 2014 (the “Guaranty”) made by CHP ISLE AT CEDAR RIDGE TX OWNER, LLC, a Delaware limited liability company (the “Guarantor”) in favor of the Lenders (defined below).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 6th, 2014 • CNL Healthcare Properties, Inc. • Real estate investment trusts

This First Amendment to Purchase and Sale Agreement (this “Amendment”) is dated as of November 11, 2013 but retroactively effective as of November 6, 2013 (the “Effective Date”), and is made by and between each of the parties named on Schedule “1” attached hereto (each, individually a “Seller” and, collectively, “Sellers”), and CHP Partners, LP, a Delaware limited partnership (“Purchaser”).

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 6th, 2014 • CNL Healthcare Properties, Inc. • Real estate investment trusts

This Second Amendment to Purchase and Sale Agreement (this “Amendment”) is dated as of November 21, 2013 (the “Effective Date”), and is made by and between each of the parties named on Schedule “1” attached hereto (each, individually a “Seller” and, collectively, “Sellers”), and CHP Partners, LP, a Delaware limited partnership (“Purchaser”).

ASSIGNMENT OF PURCHASE AGREEMENT – CEDAR RIDGE PROPERTY
Assignment of Purchase Agreement • March 6th, 2014 • CNL Healthcare Properties, Inc. • Real estate investment trusts

This Assignment of Purchase Agreement (this “Assignment”) is made as of February 27, 2014 (the “Effective Date”) by and among CHP Partners, LP, a Delaware limited partnership (“Assignor”), CHP Isle at Cedar Ridge TX Owner, LLC, a Delaware limited liability company (“Assignee #1”) and CHP Isle at Cedar Ridge TX Tenant Corp., a Delaware corporation (“Assignee #2,” and together with Assignee #1, each an “Assignee” and collectively, the “Assignees”).

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