SECOND AMENDMENT TO PURCHASE AGREEMENT FOR SALE AND LEASEBACK THIS SECOND AMENDMENT TO PURCHASE AGREEMENT FOR SALE AND

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1 SECOND AMENDMENT TO PURCHASE AGREEMENT FOR SALE AND LEASEBACK THIS SECOND AMENDMENT TO PURCHASE AGREEMENT FOR SALE AND LEASEBACK (this "Amendment"), dated as of MM ^, 2017, is made by and among NACOGDOCHES COUNTY HOSPITAL DISTRICT, a Texas governmental unit d/b/a Nacogdoches Memorial Hospital ("Seller"), and HEALTHCARE PROPERTY SOLUTIONS, LLC, an Ohio limited liability company ("Buyer"). RECITALS WHEREAS, the parties hereto are.parties to the Purchase Agreement for Sale and Leaseback dated as of September 27, 2016, and that certain First Amendment to Purchase Agreement for Sale and Leaseback dated October 24, 2016 (collectively, the "Purchase Agreement"), for certain property located at 1002 North Mound Street, Nacogdoches, Texas and as further described in the Purchase Agreement; and WHEREAS, the parties desire to further amend the Purchase Agreement to reflect the changes described below. NOW, THEREFORE, in consideration of the premises, the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: AGREEMENTS 1. Extension of Closing. The Purchase Agreement is hereby amended by deleting the phrase "but in no event later than December 31, 2016" in the last sentence of Section 11 of the Purchase Agreement and substituting the substituting the following in lieu thereof: "but in no event later than 'n,2017." 2. Exhibit A. The Purchase Agreement is hereby amended by deleting Exhibit A of the Purchase Agreement and substituting the Exhibit A attached hereto and incorporated herein. 3. Conditions to Closing. The Purchase Agreement is hereby amended by adding the following, as new Section 14(a) (vii): "vii. Seller and Shanmugam Uthamalingam, MD shall have signed and deposited their counterparts ofa Lease Amendment (ofthat certain April lease between such parties) in form previously approved by Buyer (to be effective on the Closing Date), on or prior to the Closing Date." 4. Purchase Price. The Purchase Agreement is hereby amended by modifying the Purchase Price to $2,520, (subject to prorations, charges and credits, as provided in the Purchase Agreement).

2 5. Ratification of Purchase Agreement. Except as provided herein, all other terms and provisions of the Purchase Agreement shall remain immodified and infull force and effect. The parties hereto agree to befully bound by, and subject to, all of the covenants, terms and conditions of the Purchase Agreement, as amended. Any conflicts between the Purchase Agreement and this Amendment are to be resolved in favor ofthis Amendment. [signature page follows]

3 The parties have executed and delivered this Amendment asofthedate first written above. SELLER: NACOGDOCHES COUNTY HOSPITAL DISTRICT, ateiergei<ctnmental unit d/b/a Nacogdoches Memorial Hospital BUYER: HEALTHCARE PROPERTY SOLUTIONS, LLC, anohio limited liability company fa-t, frffitefg. By: Gary Habeeb, President {K ) Signature page to Second Amendment - PurchaseAgreementfor 1002 North MoundStreet 3

4 4. Purchase Price. The Purchase Agreement is hereby amended by modifying the Purchase Price to $ (subject to prorations, charges and credits, as provided in the Purchase Agreement). 5. Ratification of Purchase Agreement. Except as provided herein, all other terms and provisions of the Purchase Agreement shall remain unmodified and in full force and effect. The parties hereto agree to be fully bound by. and subject to. all of the covenants, terms and conditions of the Purchase Agreement, as amended. Any conflicts between the Purchase Agreement and this Amendment are to be resolved in favor of this Amendment. [signature page follows he parties have executed and delivered this Amendment as of the date first written above. SELLER: BUYER: NACOGDOCHES COUNTY HOSPITAL DISTRICT, a Texas governmental unit d/b/a Nacogdoches Memorial Ilospital HEALTHCARE PROPERTY SOLUTIONS, LLC. an Ohio limited liability company By: Its:

5 EXHIBIT A Parcel 1: All that certain lotor parcel of land lying and beingsituate inthe City of Nacogdoches, Nacogdoches County, Texas being Lot 52A, Block 45 of said City and more particularly described as follows: Beginning at a "X" found in a sidewatkon the East margin of Mound St., said beginning comer being the SWC of Lot 51, Block 45 described Ina conveyance from Lucille S. Tucker to Nacogdoches County Hospital District, dated August 3,1979, recorded in Vol. 445, Page 179 of the Deed Records of Nacogdoches County, Texas; Thence N 88 16' 00" E, feet with a SBL of said Lot 51 to its most Southerly SEC, a iron axle found for comer, said comer being on the WBL of Lot 52D, Block45 described in a conveyance from Mary Jane Martin, et al to J. T. Alders, dated May5,1964, recorded in Vol. 321, Page 156 of the Deed Records of Nacogdoches County, Texas; Thence S 01 00' 26" W, feet (called feet) with the WBL of Lot 52Dto its SEC, a 1/2" iron rod set for comer on the North margin of Ochiltree St (1.5 feet back of curb); Thence S 87 04' 37" W, feet with the North margin of Ochiltree St. to its intersection with the East margin of Mound St., a "X" chiseled in sidewalk for comer; Thence N 01 00' 26" E, feet with the East margin of Mound St. to place of beginning, and being the same lot described as Tract Two In a conveyance from Joseph Earl Davis, Jr. to Diane Etler Davis, dated February 10,1988, recorded in Vol. 692, Page 107 of the Deed Records of Nacogdoches County, Texas. Parcel 2 All that certain lot or parcel of land situate in Nacogdoches County, Texas, being Lot No. Fifty-two D (52D) of Block No. Forty-five (45) of the Cityof Nacogdoches, as shown and delineated on the maps and plats of said City, and being the same land described in deed from Mary Jane Martin et al to J.T. Alders, dated May 5,1964, recorded in Volume 321, Page 156 of the Deed Records of Nacogdoches County, Texas.