THIRD AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS

Exhibit 2.4

THIRD AMENDMENT TO

FORMATION AND CONTRIBUTION AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

THIS THIRD AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “ Amendment ”) is made and entered into as of March 26, 2008, by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“ NHP ”), (ii) NHP/PMB L.P., a Delaware limited partnership (the “ Operating Partnership ”), (iii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“ PMB LLC ”), (iv) PMB SPE SANTA CLARITA LLC, a California limited liability company (“ Clarita LLC ”), (v) PMB CHULA VISTA LLC, a California limited liability company (“ Vista LLC ”), (vi) LILIHA PARTNERS L.P., a California limited partnership (“ Liliha LP ”), (vii) ST. FRANCIS-LYNWOOD MEDICAL PLAZA L.P., a California limited partnership (“ Francis LP ”), (viii) EDEN MEDICAL PLAZA LP, a California limited partnership (“ Eden LP ”), (ix) PMB BURBANK #1 LLC, a California limited liability company (“ Burbank 1 LLC ”), (x) SAN GABRIEL VALLEY MEDICAL PLAZA LLC, a California limited liability company (“ SG Valley LLC ”), (xi) PMB GREEN VALLEY LLC, a Nevada limited liability company (“ Green LLC ”), (xii) THE PLAZA AT WASHOE, LLC, a Nevada limited liability company (“ Washoe LLC ”), (xiii) THE TERRACE AT SOUTH MEADOWS, LLC, a Nevada limited liability company (“ Terrace LLC ”), (xiv) PMB HILLSBORO LLC, an Oregon limited liability company (“ Hillsboro LLC ”), (xv) PMB TORRANCE 1 LLC, a California limited liability company (“ Torrance LLC ”), (xvi) PMB BURBANK #2 LLC, a California limited liability company (“ Burbank 2 LLC ”), (xvii) PDP ORANGE LLC, a Delaware limited liability company (“ Orange LLC ”), (xviii) PDP MISSION VIEJO LLC, a Delaware limited liability company (“ Mission LLC ”), (xix) PDP POMERADO LLC, a California limited liability company (“ Pomerado LLC ”), (xx) PMB PASADENA LLC, a California limited liability company (“ Pasadena LLC ”), and (xxi) PMB GILBERT LLC, a Delaware limited liability company (“ Gilbert LLC ” and, together with Clarita LLC, Vista LLC, Liliha LP, Francis LP, Eden LP, Burbank 1 LLC, SG Valley LLC, Green LLC, Washoe LLC, Terrace LLC, Hillsboro LLC, Torrance LLC, Burbank 2 LLC, Orange LLC, Mission LLC, Pomerado LLC and Pasadena LLC, the “ Transferors ”).

R E C I T A L S

A. NHP, PMB LLC and the Transferors entered into that certain Formation and Contribution Agreement and Joint Escrow Instructions, dated as of February 25, 2008 (the “ Original Contribution Agreement ”), as amended by that certain First Amendment to Formation and Contribution Agreement and Joint Escrow Instructions, dated as of March 10, 2008 (the “ First Amendment”) , and as further amended by that certain Letter Agreement Re: Due Diligence Waiver Letter and Second Amendment to that certain Formation and Contribution Agreement and Joint Escrow Instructions, dated as of March 14, 2008 (the “ Second Amendment ,” together with the First Amendment and Original Contribution Agreement, the “ Contribution Agreement ”). All capitalized terms used but not otherwise defined herein shall have the meanings set forth for the same in the Contribution Agreement.

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B. NHP, the Operating Partnership, PMB LLC and the Transferors desire to amend the Contribution Agreement in accordance with the terms and conditions set forth herein.

A G R E E M E N T

NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, NHP, the Operating Partnership, PMB LLC and the Transferors hereby agree as follows:

1.1 Clarita LLC . The introductory paragraph of the Contribution Agreement is hereby amended to correct the definition of Clarita LLC set forth therein by deleting “PMB SANTA CLARITA LLC, a California limited liability company” in its entirety, and inserting “PMB SPE SANTA CLARITA LLC, a Delaware limited liability company” in lieu thereof.

1.2 Deliveries .

1.2.1 Delivery of Notices . The Contribution Agreement is hereby amended by deleting “In addition, with respect to each Property,” from the last sentence of Section 2.3(a) thereof and inserting “In addition, with respect to each Property with a Contribution Transaction Closing as part of the first Contribution Transaction, on or before the fourth (4 ^th ) Business Day prior to the applicable Closing Date for a particular Contribution Transaction, and with respect to each other Property,” in lieu thereof.

1.2.2 Delivery of OP Units and Cash . The Contribution Agreement is hereby amended by deleting from Section 2.3(b) thereof, the following sentence in its entirety: “Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge and agree that with respect to the Existing Properties leased by Liliha LP and Washoe LLC, (x) if the applicable Transferor elects to (and is permitted to) engage in an Investment Entity Transaction, one hundred percent (100%) of the Allocable Share of each Entity Transferor Party shall be payable in cash only and shall not be payable in OP Units, and (y) if the applicable Transferor elects to engage in a Property Contribution, one hundred percent (100%) of the Allocable Share of each Property Transferor Party shall be paid in cash only and shall not be paid in OP Units.”

1.2.3 Delivery of Statements of Representations and Covenants . The Contribution Agreement is hereby amended by deleting “On” from the first line of Section 6.1.9 thereof and inserting “With respect to each Property with a Contribution Transaction Closing as part of the first Contribution Transaction, on or before the fourth (4 ^th ) Business Day prior to such Closing, and with respect to each Closing that occurs on a date subsequent to the first Contribution Transaction, on” in lieu thereof.

1.2.4 Delivery of Pledges . Section 7.3.9 of the Contribution Agreement is hereby amended by deleting “provided, however, that, notwithstanding the

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foregoing, Transferee may, at its election in its sole and absolute discretion, deliver the Certificates directly to PMB LLC (on behalf of the applicable OP Unit Recipients), outside of Escrow promptly following such Closing Date but no later than the fifth (5 ^th ) Business Day after such Closing Date” and inserting the following in lieu thereof “provided, however, that, notwithstanding anything to the contrary contained herein, Transferee may, at its election in its sole and absolute discretion, deliver the Certificates directly to PMB LLC (on behalf of the applicable OP Unit Recipients), outside of Escrow promptly following such Closing Date but no later than the fifth (5 ^th ) Business Day after such Closing Date, provided that to the extent that any such Certificates are not delivered on the Closing Date, the delivery of the Sharp Rees-Stealy Pledge Agreements and the Indemnity Pledge Agreements may be delayed until the day on which the delivery of the applicable Certificates has been made”. Section 7.3.9 of the Contribution Agreement, as hereby amended, is subject to the provisions of Section 1.2.7 of this Amendment.

1.2.5 Exhibits to the Tax Protection Agreement . Notwithstanding anything to the contrary contained in the “Tax Protection Agreement” (as defined in the Tax Letter Agreement), PMB LLC shall deliver (a) drafts of Exhibits A and C thereto to Transferee on or before the date of this Amendment, and (b) final versions of Exhibits A and C thereto to Transferee one (1) day before the Closing of the first Contribution Transaction. Transferee hereby acknowledges receipt of drafts of Exhibits A and C to the Tax Protection Agreement as provided in clause (a) above.

1.2.6 Election regarding Terrace at South Meadows . PMB LLC and Terrace LLC hereby notify NHP that Terrace LLC has elected to engage in an Investment Entity Transaction with respect to the Property leased by Terrace LLC (the “ Terrace Property ”). The parties acknowledge, however, that, as of the date of this Amendment, not all of the Required Waivers and/or ROFO Closing Conditions with respect to the Terrace Property have been satisfied.

1.2.7 Investor Documents . The parties acknowledge that as of the Closing of the first Contribution Transaction, Transferee may still be reviewing the Statements of Representations and Covenants, the investor questionnaires to be delivered pursuant to Section 6.1.9 of the Contribution Agreement, the Non-Foreign Affidavits to be delivered pursuant to Section 6.1.6 of the Contribution Agreement, as well as IRS Forms W-9 to be delivered by each Transferor and Transferor Party (collectively, the “ Investor Documents ”). Notwithstanding anything to the contrary contained in the Contribution Agreement, if Transferee reasonably determines that any Investor Documents with respect to any person or entity are materially incomplete or inaccurate as of the Closing of the first Contribution Transaction, (a) Transferee shall promptly notify PMB LLC of the same and PMB LLC will cooperate with Transferee to promptly cause the applicable Transferor Parties to complete and/or correct the same and (b) Transferee shall have the right to delay the issuance of OP Units and any Certificates to such person or entity (and delay its determination as to whether such person or entity as an “Accredited Investor” under the terms of the last sentence of Section 2.3(b) of the Contribution Agreement) for a reasonable period ending no later than April 22, 2008, to the extent necessary to make such determination and issue any such OP Units and Certificates.

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1.3 Green Valley Suite 408 Lease and Torrance LLC Property Taxes .

1.3.1 Contribution Value Adjustment . The first sentence of Section 2.1.1 of the Contribution Agreement is hereby amended by deleting “and (g) the “Credit Amount” (as hereinafter defined) for such Property” and inserting the following in lieu thereof “(g) the “Credit Amount” (as hereinafter defined) for such Property; (h) the “Suite 408 Reserve Amount” (as hereinafter defined) with respect to the “Green Property” (as hereinafter defined), to the extent funded by the Transferee in accordance with Section 2.3(g) hereof; and (i) the “Torrance Supplemental Tax Reserve Amount” (as hereinafter defined) with respect to the “Torrance Property” (as hereinafter defined), to the extent funded by the Transferee in accordance with Section 2.3(h) hereof “; and the last sentence of Section 2.1.1 of the Contribution Agreement is hereby amended by deleting “through (g) above” and inserting “through (i) above” in lieu thereof.

1.3.2 Rental and Supplemental Tax Reserves . The Contribution Agreement is hereby amended by inserting the following paragraphs after Section 2.3(f) thereof:

“(g) Green Property Rental Reserve . Transferee, Green LLC and PMB LLC hereby acknowledge that the calculation of the Net Operating Income for the Property leased by Green LLC (the “ Green Property ”), as set forth on Exhibits “B-2” and “B-3” attached to the Contribution Agreement, was calculated as if the existing month-to-month lease for Suite 408 of the Green Property (“ Suite 408 ”) had a five (5) year lease term. In consideration of this treatment and in light of the fact that such lease may be terminated prior to the expiration of such five (5) year period, upon the Closing of the Contribution Transaction with respect to the Green Property, NHP shall cause the Operating Partnership to establish a reserve account, which shall be funded with cash in an amount equal to Five Hundred Eighty Four Thousand Sixty Two Dollars ($584,062.00) (which amount is equal to the rent which should be paid by the existing tenant of Suite 408, if such tenant remained in Suite 408 for a period of five (5) years following the Closing of the Contribution Transaction with respect to the Green Property) (the “ Suite 408 Reserve Amount ”). The Suite 408 Reserve Amount shall, at Green LLC’s option, either be funded at the Closing of the Green Property in cash by Green LLC or by Transferee. To the extent that the Suite 408 Reserve Amount is funded by Transferee, the Suite 408 Reserve Amount will reduce (and be treated as a credit against) the Contribution Value with respect to the Green Property in accordance with Section 2.1.1 hereof. In the event that the existing month-to-month lease relating to Suite 408 is terminated prior to the fifth (5 ^th ) anniversary of the Closing of the Contribution Transaction of the Green Property, then all of the cash then remaining in the reserve established under this Section 2.3(g) that is attributable to the rental payments then remaining due or that would have thereafter become due prior to such fifth (5 ^th ) anniversary had such lease not terminated shall be disbursed from such reserve by the Operating Partnership to the Property Owning Entity that owns the Green Property within thirty (30) days of receiving a written request from such Property Owning Entity (and any remaining cash in such reserve that is not so distributed, if any, shall be delivered to PMB LLC for distribution to PMB LLC or Green LLC, as

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applicable). Notwithstanding the foregoing: (i) in the event that a new lease, reasonably acceptable to NHP, with respect to Suite 408 is executed by the existing tenant of Suite 408 (or any other tenant reasonably acceptable to NHP), for a term expiring on a date that is on or after the fifth (5 ^th ) anniversary of the Closing of the Contribution Transaction with respect to the Green Property, then all of the cash then remaining in the reserve established under this Section 2.3(g) shall be delivered to PMB LLC for distribution to PMB LLC or Green LLC, as applicable; and (ii) in the event that as of any anniversary of the Closing of the Contribution Transaction of the Green Property (up to and including the fifth (5 ^th ) anniversary of the Closing of the Contribution Transaction of the Green Property) the existing month-to-month lease of Suite 408 remains in full force and effect and has not been terminated (and the existing tenant thereunder continues paying rent thereunder), then twenty percent (20%) of the Suite 408 Reserve Amount shall be delivered to PMB LLC for distribution to PMB LLC or Green LLC, as applicable, on or before the thirtieth (30 ^th ) day after such anniversary.

(h) Torrance Property Tax Reserve . Transferee, Torrance LLC and PMB LLC hereby acknowledge that (i) Torrance LLC recently received a new real property tax assessment (the “ Torrance Reassessment ”) with respect to the Property leased by Torrance LLC (the “ Torrance Property ”), which Torrance Reassessment is substantially higher than the prior real property tax assessment for the Torrance Property (the “ Prior Torrance Assessment ”) and (ii) the calculation of the Net Operating Income for the Torrance Property, as set forth on Exhibits “B-2” and “B-3” attached to the Contribution Agreement, was calculated based on the Prior Torrance Assessment and Torrance LLC is in the process of appealing the Torrance Reassessment (the “ Tax Appeal ”). In consideration of this treatment and in light of the fact that Torrance LLC may not be successful in winning the Tax Appeal, upon the Closing of the Contribution Transaction with respect to the Torrance Property, NHP shall cause the Operating Partnership to establish a reserve account, which shall be funded with cash in an amount equal to One Hundred Ninety Eight Thousand Five Hundred and Five Dollars ($198,505.00) (which amount is equal to the increased Net Operating Income attributable to discounting the Torrance Reassessment) (the “ Torrance Supplemental Tax Reserve Amount ”). The Torrance Supplemental Tax Reserve Amount shall, at Torrance LLC’s option, either be funded at the Closing of the Torrance Property in cash by Torrance LLC or by Transferee. To the extent the Torrance Supplemental Tax Reserve Amount is funded by Transferee, the Torrance Supplemental Tax Reserve Amount will reduce (and be treated as a credit against) the Contribution Value with respect to the Torrance Property in accordance with Section 2.1.1 hereof. Following the Closing of the Torrance Property, PMB LLC shall cause Torrance LLC (or the trustee under any liquidating trust established upon liquidation thereof) in good faith, at Torrance LLC’s (or such liquidating trust’s) sole cost and expense, to continue to diligently pursue the Tax Appeal and shall keep NHP apprised of the status of the same. In the event that the Tax Appeal is successful in decreasing the Torrance Reassessment, cash equal to the amount by which such decrease would result in a change in the calculation of the Torrance Property’s net

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operating income compared to the net operating income calculated based on the Torrance Reassessment (herein, the “ Torrance Supplemental Tax Released Amount ”) shall be disbursed from the cash in the reserve established under this Section 2.3(h) to PMB LLC for distribution to PMB LLC or Torrance LLC, as applicable, within thirty (30) days of receiving a written request together with reasonable evidence of the decrease of the Torrance Reassessment and the resulting change in the Torrance Property’s net operating income. Any cash remaining in the reserve established under this Section 2.3(h) in excess of the Torrance Supplemental Tax Released Amount, if any, shall be delivered to NHP. Notwithstanding the foregoing, in the event that (A) neither PMB LLC nor Torrance LLC (nor its liquidating trust) delivers evidence of a successful resolution of the Tax Appeal on or before the third (3) anniversary of the Closing of the Contribution Transaction with respect to the Torrance Property, or (B) Torrance LLC is unsuccessful in pursuing the Tax Appeal, and is not able to or fails to further pursue such action, then all of the cash then remaining in the reserve established under this Section 2.3(h) shall be delivered to NHP, and Torrance LLC shall be under no further obligation to pursue such reassessment.”

1.4 Cap Rate Adjustments . The Contribution Agreement is hereby amended by deleting Exhibit “B-2” attached thereto in its entirety and inserting Exhibit “B-2” attached hereto in lieu thereof.

1.5 Sample Cap Rate Adjustment Calculation . The Contribution Agreement is hereby amended by deleting Exhibit “B-3” attached thereto in its entirety and inserting Exhibit “B-3” attached hereto in lieu thereof.

1.6 Property Management Agreement . The Contribution Agreement is hereby amended by deleting Exhibit “R” attached thereto in its entirety and inserting Exhibit “R” attached hereto in lieu thereof.

1.7 Washoe Property Closing Date and Designation . Notwithstanding anything to the contrary contained in the Contribution Agreement, (a) the Closing of the Contribution Transaction relating to the Property leased by Washoe LLC (the “ Washoe Property ”) shall not take place on May 1, 2008, (b) the Washoe Property, which was previously designated as an Existing Property shall instead be designated as a Development Property for all purposes thereunder, and (c) the Completion Notice to be delivered with respect to the Washoe Property shall be delivered on or before February 1, 2009, but in no event shall the Closing of the Washoe Property occur before April 1, 2009.

1.8 Entity Charts . The Contribution Agreement is hereby amended by deleting “February 20, 2008” from the second line of Section 8.16 thereof and inserting “March 24, 2008” in lieu thereof.

1.9 Torrance 1031 Exchange . The parties hereto acknowledge and agree that the acquisition by NHP of the Torrance Property may be part of a tax-free exchange under Section 1031 of the Code, the Treasury Regulations promulgated thereunder, and Revenue Procedure 2000-37, 2000-40 I.R.B. 308, with respect to NHP or one or more of its affiliates (an “ Exchange ”). The parties hereby agree to take all reasonable steps on or

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before the applicable Closing Date to facilitate an Exchange if requested by NHP, provided that (a) such Exchange shall not affect the representations, warranties, liabilities and obligations of the parties to each other under this Agreement, (b) no party making such accommodation shall incur any additional cost, expense or liability in connection with such Exchange (other than expenses of reviewing and executing documents required in connection with such Exchange) and (c) such Exchange shall not delay the Closing of the Torrance Property. Notwithstanding anything to the contrary contained in the foregoing, if NHP elects to close the acquisition of the Torrance Property as an Exchange, then (i) notwithstanding anything to the contrary contained in the Contribution Agreement, NHP, at its sole option, may assign and delegate Transferee’s rights and obligations under the Contribution Agreement to acquire the Torrance Property from Torrance LLC to NHP or to an affiliate of NHP that is not a subsidiary of the Operating Partnership (and which entity may be an existing entity that is not formed in accordance with the provisions of the Contribution Agreement applicable to Property Owning Entities), which designee may in turn delegate its obligations to acquire the Torrance Property under the Contribution Agreement, and may assign its rights to receive the Torrance Property to a deferred exchange intermediary (an “ Intermediary ”) or to an exchange accommodation titleholder, as the case may be; (ii) such delegation and assignment shall in no way reduce, modify or otherwise affect the obligations of NHP pursuant to this Agreement; (iii) NHP shall remain fully liable for its obligations under this Agreement as if such delegation and assignment shall not have taken place; (iv) Intermediary or exchange accommodation titleholder, as the case may be, shall have no liability to Transferors or PMB LLC; (v) the Closing of the Contribution Transaction of the Torrance Property by Intermediary or the exchange accommodation titleholder, as the case may be, shall be undertaken by direct deed from Torrance LLC (or, if applicable, from other affiliates of Transferors or PMB LLC whom Transferors or PMB LLC will cause to execute such deeds) to Intermediary or to exchange accommodation titleholder, as the case may be; and (vi) NHP shall indemnify, protect, defend and hold harmless Transferors and PMB LLC from and against any and all liability arising from and out of such Exchange by NHP. No party participating in an Exchange pursuant to this Section 1.9 shall make any representation or warranty to the other party concerning the tax treatment of such transaction.

1.10 Pledge Agreements . The parties hereto acknowledge and agree that notwithstanding anything to the contrary contained in the Contribution Agreement, the Indemnity Pledge Agreements required to be delivered by the OP Unit Recipients pursuant to Section 6.1.21 thereof and the Sharp Rees-Stealy Pledge Agreements required to be delivered by the holders of the Sharp Rees-Stealy Pledged Units pursuant to Section 10.5 thereof, may instead be delivered jointly by such OP Unit Recipients as a single Indemnity Pledge Agreement for each Property and jointly by such holders of the Sharp Rees-Stealy Pledged Units as a single Sharp Rees-Stealy Pledge Agreement, as applicable, and the forms attached as Exhibits “Q-1” and “AA” to the Contribution Agreement may be revised to reflect such multiple pledgors, each of which shall be severally liable, as shall be reasonably agreed upon by the parties.

1.11 PMBRES Purchase Agreement . The parties hereto acknowledge and agree that on or before the Closing of the first Contribution Transaction, the PMBRES Purchase Agreement will be amended and restated to address certain entity restructuring

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transactions scheduled to occur on and/or prior to the Closing of the first Contribution Transaction (which will include, without limitation, identifying Pacific Medical Buildings LLC and PMB Partners LLC as “Transferors” thereunder and identifying NHP/PMBRES LLC and PMB Partners LLC as the sole members of PMBRES after such Closing).

1.12 Allocable Share Notices and Determinations . Notwithstanding anything to the contrary in the Contribution Agreement, as hereby amended, for purposes of determining the Allocable Share of any Transferor Party or Continuing Transferor Party and any Notices to be delivered by the applicable Transferor with respect thereto, the parties agree as follows:

1.12.1 The Notice required to be delivered pursuant to clauses (i) and (ii) of Section 2.3(a) of the Contribution Agreement with respect to the Allocable Share of each Transferor Party or Continuing Transferor Party shall set forth such Transferor’s good faith estimate of the Allocable Share of each such Transferor Party and Continuing Transferor Party as of the applicable Closing Date based upon a good faith estimate of the Contribution Value as adjusted and determined pursuant Section 2.1 of the Contribution Agreement. Such estimated Allocable Share for each such Transferor Party and Continuing Transferor Party shall be referred to in the Contribution Agreement, as hereby amended, as the “ Estimated Allocable Share .”

1.12.2 Prior to the applicable Closing, each applicable Transferor shall update the Estimated Allocable Share and cause to be included as part of the Closing Statement for each Property to be signed and delivered to Transferee and PMB LLC at the applicable Closing pursuant to Section 7.5.2 of the Contribution Agreement, the Allocable Share for each Transferor Party and Continuing Transferor Party for such Property as of the Closing Date based upon the actual Contribution Value as determined and adjusted pursuant to Section 2.1 and reflected in the Closing Statement for such Property. Such Allocable Share for each such Transferor Party and Continuing Transferor Party as of the Closing Date shall be referred to in the Contribution Agreement, as hereby amended, as the “ Closing Date Allocable Share .”

1.12.3 To the extent that any adjustments to the Contribution Value for any Property pursuant to Section 2.2(b) of the Contribution Agreement result in any amounts owing to an applicable Transferor Party or a Continuing Transferor Party after the applicable Closing Date for such Property pursuant to such Section 2.2(b), PMB LLC shall notify Transferee of each such Transferor Party’s and Continuing Transferor Party’s Allocable Share thereof prior to any such amounts becoming due. Such post-Closing Date Allocable Share for each such Transferor Party and Continuing Transferor Party shall be referred to in the Contribution Agreement, as hereby amended, as the “ Post-Closing Allocable Share .”

1.12.4 From and after the date of this Amendment, the following shall apply:

(a) All references in clause (i) of Section 2.2(b) of the Contribution Agreement to “Allocable Share” shall mean and instead refer to the Post-Closing Allocable Share.

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(b) All references in Sections 2.3, 6.1.21, 7.2.18 and 14.2 of the Contribution Agreement to “Allocable Share” shall mean and instead refer to the Closing Date Allocable Share.

1.13 Legal Fees and Costs .

1.13.1 The Contribution Agreement is hereby amended by deleting the last two sentences of Section 16.5 thereof in their entirety and inserting the following sentences in lieu thereof:

“The exact amount of Legal Fees and Costs and the portion of the applicable Property’s (or such Transferor Party’s) anticipated pro rata share of such Legal Fees and Costs that PMB LLC has elected to cause the Operating Partnership to pay or reimburse at Closing shall be set forth in the final Closing Statement approved by the parties prior to the Closing pursuant to Section 7.5.2 of the Contribution Agreement. Transferee shall cause the Operating Partnership to pay such specified portion of the Legal Fees and Costs at the Closing of such Property (each a “ Reimbursable Legal Fees and Costs Amount ”) as directed in the Closing Statement and the Contribution Value of such Property shall be reduced by the amount of such payments pursuant to the terms of Section 2.1.1 hereof.”

1.13.2 Notwithstanding anything to the contrary in Section 16.5 of the Contribution Agreement, as hereby amended, any Legal Fees and Costs Notice to be delivered in connection with the Closing of the first Contribution Transaction may be delivered four (4) Business Days prior to the applicable Closing Date.

1.14 Waiver of Termination Rights . NHP and the Operating Partnership hereby waive any right to terminate the Contribution Agreement, as hereby amended, with respect to (a) the Property leased by Burbank 1 LLC pursuant to Section 4.1.4(d) of the Contribution Agreement (as added by Section 1.3 of the First Amendment), (b) any of the Existing Properties pursuant to Section 4.1.4(e) of the Contribution Agreement (as added by Section 1.3 of the First Amendment) or (c) the Property leased by Torrance LLC pursuant to the second paragraph of the Second Amendment.

2.1 Governing Law . This Amendment and the legal relations between the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to its principles of conflicts of law.

2.2 Counterparts . This Amendment may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument.

2.3 Headings . The Section headings of this Amendment are for convenience of reference only and shall not be deemed to modify, explain, restrict, alter or affect the meaning or interpretation of any provision hereof.

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2.4 Construction . This Amendment shall not be construed more strictly against one party hereto than against any other party hereto merely by virtue of the fact that it may have been prepared by counsel for one of the parties.

2.5 Effect of Amendment . In the event of any inconsistency between the terms of the Contribution Agreement and the terms of this Amendment, the terms of this Amendment shall prevail.

2.6 Ratification . Except as otherwise expressly modified hereby, the Contribution Agreement shall remain in full force and effect, and all of the terms and provisions of the Contribution Agreement, as herein modified, are hereby ratified and reaffirmed.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

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