In consideration of their agreement to provide the Capital Amounts, the Investors shall be entitled to receive the Investors’ Entitlement set forth below.

“Approved by the Investors” means approval by the Investors Committee for the relevant Project in accordance with the terms of the Framework Agreement;

Purchase and Sale Agreement dated October 7, 2013 among Midland Care Group, LP, Cedar Park AL Group, LP, Bryan AL Investors, LP, Bryan Senior Investors, LP, Mansfield AL Group, LP, Waterview at Mansfield Investors, L.P., Plainfield Care Group, LLC, San Angelo Care Group, LP and CHP Partners, LP.

“Co-Investors” shall mean # the Investors, # the Management Group, # any Related Person of any of the foregoing and # their respective Affiliates (excluding any portfolio company thereof).

“Investors” means the Investors identified in the Purchase Agreement and any Affiliate or permitted transferee of any Investor who is a subsequent holder of Registrable Securities.

Confirmation & Enforcement Capital Amounts shall be provided by the Investors on behalf of the Counterparty directly to the payment account of the relevant counsel (using the wire information provided by such counsel to the Investors in writing) within ​ Business Days following receipt by the Investors of satisfactory invoices, but not more frequently than ​; and

Section # The A&R Investors Shareholders Agreement. Except as provided herein, all terms and conditions of the A&R Investors Shareholders Agreement remain in full force and effect.

Schedule # Investors

Investors: Media:

Permitted Holders means # the Investors and # any Person with which one or more Investors form a “group” (within the meaning of Section 14(d) of the Exchange Act) so long as, in the case of this clause (b), the Investors beneficially own more than 50% of the relevant voting Equity Interests beneficially owned by the group.