PURCHASE AND SALE CONTRACT

Exhibit 10.1

PURCHASE AND SALE CONTRACT

by and among

Care YBE Subsidiary LLC, a Delaware limited liability company,

a wholly owned subsidiary of Care Investment Trust Inc.,

a Maryland corporation, or assigns,

as Buyer,

and

Ames Bickford Cottage, L.L.C., a Kansas limited liability company ,

Bourbonnais Bickford House, L.L.C., a Kansas limited liability company,

Burlington Bickford Cottage, L.L.C., a Kansas limited liability company,

Crawfordsville Bickford Cottage, L.L.C., a Kansas limited liability company,

Lincoln Bickford Cottage, L.L.C., a Kansas limited liability company,

Marshalltown Bickford Cottage, L.L.C., a Kansas limited liability company,

Moline Bickford Cottage, L.L.C., a Kansas limited liability company,

Muscatine Bickford Cottage, L.L.C., a Kansas limited liability company,

Quincy Bickford Cottage, L.L.C., a Kansas limited liability company,

Rockford Bickford House, L.L.C., a Kansas limited liability company,

Springfield Bickford House, L.L.C., a Kansas limited liability company, and

Urbandale Bickford Cottage, L.L.C., a Kansas limited liability company

each, as a Seller, and collectively, as Sellers

and

Sioux City Bickford Cottage, II, L.L.C., a Kansas limited liability company,

Bickford Senior Living Group, L.L.C., a Kansas limited liability company, and

Eby Realty Group, LLC, a Kansas limited liability company

as additional parties affiliated with Sellers

and

Bickford Master I, L.L.C., a Kansas limited liability company, as Tenant

and

Care Investment Trust Inc., a Maryland corporation,

as an additional party affiliated with Buyer

TABLE OF CONTENTS

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Attachments:

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PURCHASE AND SALE CONTRACT

(for 12 Facilities)

THIS PURCHASE AND SALE CONTRACT (this “ Agreement ”) is made and entered into as of the 14th day of May, 2008 (the “ Effective Date ”) by and among Ames Bickford Cottage, L.L.C. , a Kansas limited liability company, Bourbonnais Bickford House, L.L.C. , a Kansas limited liability company, Burlington Bickford Cottage, L.L.C. , a Kansas limited liability company, Crawfordsville Bickford Cottage, L.L.C. , a Kansas limited liability company, Lincoln Bickford Cottage, L.L.C. , a Kansas limited liability company, Marshalltown Bickford Cottage, L.L.C. , a Kansas limited liability company, Moline Bickford Cottage, L.L.C. , a Kansas limited liability company, Muscatine Bickford Cottage, L.L.C. , a Kansas limited liability company, Quincy Bickford Cottage, L.L.C. , a Kansas limited liability company, Rockford Bickford House, L.L.C. , a Kansas limited liability company, Springfield Bickford House, L.L.C. , a Kansas limited liability company, and Urbandale Bickford Cottage, L.L.C. , a Kansas limited liability company, (each of the foregoing referred to individually as a “ Seller ” and collectively as the “ Sellers ”), each of the Sellers having a mailing address at 13795 S. Mur-Len Road, Suite 301, Olathe, Kansas 66062, and Care YBE Subsidiary LLC , a Delaware limited liability company, a wholly owned subsidiary of Care Investment Trust Inc. , a Maryland corporation, or its assigns, having a mailing address at 505 Fifth Avenue, 5 ^th Floor, New York, New York 10017, or its assigns (“ Buyer ”), Care Investment Trust, Inc ., a Maryland corporation (“ Care ”), having a mailing address at the same address as Buyer, Bickford Master I, L.L.C., a Kansas limited liability company, having a mailing address at 13795 S. Mur-Len Road, Suite 301, Olathe, Kansas 66062 (“ Tenant ”), Sioux City Bickford Cottage II, L.L.C. , a Kansas limited liability company (“ Sioux City II ”), Bickford Senior Living Group, L.L.C. , a Kansas limited liability company ( “Manager”) and Eby Realty Group, L.L.C. , a Kansas limited liability company(“ Eby ”) (each of Sioux City II, Manager, and Eby having a mailing address at 13795 S. Mur-Len Road, Suite 301, Olathe, Kansas 66062.

RECITALS

NOW, THEREFORE , in consideration of the mutual covenants and agreements herein contained and the Option Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby incorporate the Recitals above as part of this Agreement and further agree as follows:

1. Definitions . In addition to other words and terms defined elsewhere in this Agreement, as used herein the following words and terms shall have the following meanings, respectively, unless the context hereof otherwise clearly requires:

“ Additional Collateral Amendments ” shall have the meaning given that term in Section 7.1.(7) .

“ Affiliate ” shall mean any Person owned by, under common control with or controlled, directly or indirectly, by another Person, including a parent entity, or the Person which controls (directly or indirectly) another Person.

“ Appurtenant Easements ” means all easements, rights of way, reservations, privileges, appurtenances, and other estates and rights of the applicable Seller pertaining to the Land and the Improvements.

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“ Assignee ” shall have the meaning ascribed to that term in Section 21.1 hereof.

“ Burlington Facility ” has the meaning given such term in the Recitals.

“ Casualty Termination Event ” shall have the meaning ascribed to that term in Section 15 hereof.

“ Closing ” shall mean the consummation of the purchase and sale of the Properties in accordance with the terms of this Agreement.

“ Condemnation Termination Event ” shall have the meaning ascribed to that term in Section 14 hereof.

“ Contracts ” shall mean, with respect to a Property and its related Seller, any and all (a) equipment leases relating to the Property and to which the Seller or the current operator of the Property is a party, (b) motor vehicle leases relating to motor vehicles used in the operation of the Property and to which the Seller or the current operator of the Property is a party, and (c) other contracts to which the Seller or the current manager of the Property is a party, which benefit such Property, are disclosed in writing to Buyer on or before the Closing, are acceptable to Buyer in Buyer’s sole and absolute discretion, and are to survive the Closing and be delivered to Buyer, but shall not include the Excluded Assets.

“ Deed ” or “ Deeds ”, individually or collectively, shall mean the special warranty deeds from each Seller to Buyer conveying fee simply interest of the applicable Premises as contemplated herein.

“ Earn Out Agreement ” shall have the meaning given to that term in Section 7.1 .

“ Eby ” shall mean Eby as defined in the introductory paragraph of this Agreement, and which is the sole member of Tenant.

“ Entity ” shall mean any corporation, general or limited partnership, limited liability company, partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, cooperative, any government or agency or political subdivision thereof or any other entity.

“ Excluded Assets ” shall mean (i) any right, title or interest in the names “Eby” or “Bickford Cottage” or “Bickford House” or “Bickford Senior Living” or any combination or variation thereof or any other trademark or trade name used by or filed by Seller or its Affiliates; (ii) all property owned by a Seller or any of its Affiliates, not normally located at the Property and used, but not primarily, in connection with the operation of the Property; (iii) all items, tangible or intangible, consisting of Proprietary Information; (iv) all books, ledger sheets, files and records, but not any information therein relating to the Property except as otherwise excluded hereunder; (v) any motor vehicles; (vi) operating licenses and permits, (vii) telephones and related equipment not owned by Sellers, and (viii) the Excluded Contracts and all other contracts pertaining to the operation of the Property other than the Contracts.

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“ Excluded Contracts ” shall mean the Management Agreements, Resident Agreements, Service Licenses, the equipment lease(s) relating to telephone equipment at the Facilities, and those other contracts not accepted by Buyer.

“ Excluded Property ” shall have the meaning given such term in Section 5 hereof.

“ Expansion Projects ” shall mean the construction projects for eleven (11) additional units at Lincoln Bickford Cottage, seven (7) additional units at Moline Bickford Cottage, seven (7) additional units at Quincy Bickford Cottage, and fourteen (14) units at Springfield Bickford House as more fully described in the Lease.

“ Facility ” shall mean each assisted living facility identified in Exhibit A and described therein as to Facility name, type or category of facility, street address, and identifying the Seller which is the owner thereof; each Facility is located on a portion of the Land; References in this Agreement to “the Facility” shall mean each Facility individually unless expressly stated otherwise, and references to “a Facility” shall mean a single Facility. References to “ the Facilities ” shall mean the Facilities, collectively, unless otherwise stated.

“ Facility State ” or “ Facility States ”, individually or collectively, shall mean each state in which a Facility is located.

“ FF&E ” shall mean all items of tangible personal property and fixtures with respect to a Facility, or collectively with respect to the Facilities as the context may indicate, other than Excluded Assets, including, but not limited to: (a) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the Property, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations and additions thereto; (b) all furniture, furnishings, movable walls or partitions, moveable machinery, moveable equipment, computers or trade fixtures or other personal property of any kind or description used or useful in the business on or in the Property, and located on or in the Property, and all modifications, replacements, alterations and additions to such personal property; (c) all linen, china, tableware, uniforms and similar items, whether used in connection with public space or tenant rooms; (d) all “inventory,” “equipment” and “fixtures” as those terms are defined under the Model Uniform Commercial Code; (e) “Property and Equipment,” “P&E,” and “FF&E” (as such terms are customarily used and in the most broad and inclusive sense), as well as all other items included within the category of inventory; and (f) all other tangible personal property used in connection with the operation, ownership or maintenance of the Property, but excluding any furniture or other personal property of residents of a Facility.

“ Guaranty ” shall have the meaning given that term in Section 7.1 .

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“ Hazardous Materials ” shall mean all toxic or hazardous materials, chemicals, wastes, pollutants or similar substances, including, without limitation, toxic mold, Petroleum (as hereinafter defined), asbestos insulation and/or urea formaldehyde insulation, which are regulated, governed, restricted or prohibited by any federal, state or local law, decision, statute, rule, regulation or ordinance currently in existence or hereafter enacted or rendered (collectively, the “ Hazardous Materials Laws ”) including, but not limited to, those materials or substances defined as “hazardous substances,” “hazardous materials”, “toxic substances”, “hazardous wastes” or “pollutants” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., and any applicable statutes, ordinances or regulations under the laws of the Facility States, and any rules and regulations promulgated thereunder, all as presently or hereafter amended. “ Petroleum ” for purposes of this Agreement shall include, without limitation, oil or petroleum of any kind and in any form including but not limited to oil, petroleum, fuel oil, oil sludge, oil refuse, oil mixed with other waste, crude oil, gasoline, diesel fuel and kerosene.

“ Improvements ” shall mean with respect to each Facility, the Facility and all buildings, fixtures, structures and other improvements situated on, affixed to or appurtenant to the Premises, and all appurtenances thereto, including but not limited to all roofs, plumbing systems, electric systems, HVAC systems, roadways, alleyways, pavement, accessways, curb cuts, parking, drainage systems and facilities, landscaping, and utility facilities and connections for sanitary sewer, potable water, irrigation, electricity, telephone and natural gas, if applicable, to the extent the same form a part of the Premises.

“ Intangible Property ” shall mean, with respect to each Facility, (i) all transferable or assignable governmental permits, including licenses and authorizations required for the construction, ownership and operation of all Improvements, including without limitation, certificates of occupancy, building permits, signage permits, liquor licenses, site use approvals, zoning certificates, environmental and land use permits (the fees for which have been fully paid) and any and all necessary approvals from state or local authorities and other approvals granted by any public body or by any private party pursuant to a recorded instrument relating to the Premises; (ii) plans, specifications, working drawings, studies, reports and surveys; (iii) warranties from manufacturers, contractors, architects, engineers, and material and labor suppliers whether written or implied and; (iv) guarantees held by the related Seller and/or its affiliates, but excluding such items which are held by Seller in order to permit it to operate such Facility in accordance with the terms of the Lease and its applicable Sublease and excluding the Excluded Assets.

“ Land ” shall mean all the collective real property described on the related Exhibit B (one of Exhibit B-1 through Exhibit B-12 ) attached hereto and incorporated herein. When the term “Land” is used with respect to a single Property, “Land” shall mean only that portion of the Land which comprises such Property.

“ Landlord ” shall mean Buyer in its capacity as landlord under the Lease.

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“ Lease ” shall mean that certain Master Lease Agreement entered into at Closing between Buyer, as landlord, and Tenant, as tenant, pursuant to which Tenant (as tenant) shall lease the Properties from Buyer.

“ Lender ” shall mean Red Capital Mortgage, Inc. or any other lender which provides acquisition financing to Buyer.

“ Loan ” shall mean that certain loan from Lender to Buyer in an amount to be determined by Buyer and Lender between $72,000,000.00 and $75,000,000.00 secured by a first mortgage lien on the Properties.

“ Manager ” shall mean the “Manager” as defined in the introductory paragraph of this Agreement which has entered into Management Agreements with each Seller pursuant to which Manager manages each of the Facilities.

“ Management Agreement ” or “ Management Agreements ” shall mean individually or collectively the Management Agreement entered into between Manager and each Seller pursuant to which Manager has been hired to manage the applicable Facility.

“ Option Agreement ” shall have the meaning given in the Recitals.

“ Option Facilities ” shall have the meaning given in the Recitals.

“ Partial Termination Event ” shall have the meaning given in Section 5 hereof.

“ Partial Termination Notice ” shall have the meaning given such term in Section 5 .

“ Partial Termination Right ” shall have the meaning given such term in Sections 5, 14 and 15.

“ Permits ” shall mean all governmental permits and approvals, including licenses and authorizations, required for the construction, ownership and operation of the Facility located on the applicable Premises, including without limitation healthcare regulatory licenses, skilled nursing facility licenses, residential care for the elderly licenses, assisted living licenses, occupational licenses and/or qualifications to do business, certificates of need, certificates of authority, certificates of occupancy, building permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all necessary approvals from state or local authorities and other approvals granted by any public body or by any private party pursuant to a recorded instrument relating to the Premises and Facility.

“ Permitted Exceptions ” shall mean those title matters to which Buyer has consented to or been deemed to consent to pursuant to Section 6.3 hereof.

“ Person ” shall mean any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits.

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“ Plans ” shall mean the final “as-built” plans for the Improvements, which are to be furnished by Sellers to Buyer pursuant to Section 8.1.1 of this Agreement.

“Pledge Agreement ” shall have the meaning ascribed to that term in Section 7.1 .

“ Premises ” shall mean with respect to each Facility, the Land and Improvements.

“ Property ” shall mean with respect to each Facility, all of the applicable Seller’s right, title and interest in and to the Land, Improvements, Appurtenant Easements, FF&E, the Contracts and the Intangible Property.

“ Properties ” is a collective reference to all twelve (12) Properties.

“ Proprietary Information ” shall mean (a) all computer software and accompanying documentation (including all future upgrades, enhancements, additions, substitutions and modifications thereof), other than that which is commercially available, which are used by any Seller or any Affiliate thereof in connection with the property management system and all future electronic systems developed by Sellers or any Affiliate thereof for use with respect to any Property, (b) all manuals, brochures and directives used by Sellers or any Affiliate thereof with respect to the procedures and techniques to be used in operating the Properties, and (c) employee records which must remain confidential either under applicable legal requirements or under reasonable corporate policies of Sellers or any Affiliate thereof.

“ Purchase Price ” shall have the meaning given that term in Section 3 .

“ Resident Agreements ” shall mean the agreements entered into with the residents of a Facility by the applicable Seller, Manager or their Affiliates.

“ Security Agreements ” shall have the meaning given to that term in Section 7.1 .

“ Seller Parties ” shall mean the Sellers, Manager, Eby and Tenant collectively, unless otherwise indicated.

“ Seller Party Representative ” shall mean Michael Eby who may deliver a notice or make an election in behalf of the Seller Parties under this Agreement.

“ Service Licenses ” shall mean the contracts or licenses entered into by a Seller or Manager with respect to the provision of services to the residents of a Facility.

“ Sioux City II ,” “ Sioux City II Purchase Agreement ,” “ Sioux City II Facility ,” and “ Sioux City II Lease ,” shall each have the meanings given such terms in the Recitals.

“ Sioux City II Premises ” shall mean the land and improvements with respect to the Sioux City II Facility.

“ Sioux City II Sale Agreement ” shall have the meaning given such term in the Recitals.

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“ Sublease ” shall mean each sublease being entered into between Tenant as sublandlord and a Seller as subtenant for the sublease back to that Seller of the respective Property sold by that Seller to Buyer.

“ Subtenant ” shall mean each Seller in its capacity as subtenant under its respective Sublease; “ Subtenants ” refers to the Subtenants collectively.

“ Subtenants Guaranty ” shall have the meaning given that term in Section 7.1 .

“ Title Commitment ” or “ Title Commitments ”, individually or collectively, shall have the meaning given in Section 6.1 hereof.

“ Title Company ” shall mean Fidelity National Title Insurance Company, located in Richmond, Virginia, which shall issue the owner’s policies of title insurance, as required hereunder.

“ Wabash Mortgage ” shall mean that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing executed by the Wabash Owner in favor of Care, dated March 31, 2008, as the same may be assigned by Care to Buyer and amended by the “ Wabash Mortgage Amendment ” in connection with Closing to secure the obligations of Tenant under the Lease.

“ Wabash Owner ” shall mean Wabash Bickford Cottage, L.L.C.

“ Wabash Premises ” shall mean the land and improvements more particularly described in the Wabash Mortgage and relating to the assisted living facility in Wabash County, Indiana owned by Wabash Owner.

2. Purchase, Sale and Lease of Property. Subject to the terms, provisions and conditions set forth herein:

(a) Sellers hereby agree to sell and convey to Buyer and Buyer agrees to purchase from Sellers, all the Properties (consisting of a total of 12 Properties), each such Property consisting of one of the 12 Facilities described on Exhibit A attached hereto, together with the respective Seller’s right, title and interest in and to the Land, Improvements, Appurtenant Easements, FF&E, Contracts and Intangible Property pertaining to such Facility;

(b) Buyer hereby agrees to lease the Properties to Tenant and Tenant agrees to lease the Properties from Buyer pursuant to the terms of the Lease;

(c) Tenant hereby agrees to sublease each Property to the respective Seller of that Property and the Sellers respectively agree to sublease each Property from Tenant pursuant to the Subleases; and

(d) Eby, Manager and each Seller hereby agree to guaranty all obligations of Tenant under the Lease.

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This Agreement is in further performance and satisfaction of the Option Agreement. In the event any of the provisions of this Agreement differ are in conflict with those contained in the Option Agreement, the provisions of this Agreement shall prevail. The parties acknowledge that Sellers and their Affiliates have provided Buyer with various due diligence information and other materials pursuant to the Option Agreement.

3. Purchase Price for Properties . The total and aggregate purchase price to be paid by Buyer to Sellers for the Properties (the “ Purchase Price ”) is One Hundred Million Eight Hundred Thousand Dollarts ( $100,800,000.00 ). The Purchase Price is subject to any adjustments, apportionments and prorations set forth in Section 10 hereof and shall be paid in full by Buyer at the Closing by wire transfer of immediately available federal funds, as Sellers shall direct. The Purchase Price is allocated among the Properties and the Sellers as set forth in Exhibit C attached hereto. Notwithstanding the allocation on Exhibit C , the Purchase Price has been negotiated on the basis of the purchase and sale of the portfolio of all twelve (12) Facilities as a group, and not on the basis of individual Facility purchase and sale transactions. In the event Buyer terminates this Agreement as to a particular property pursuant to the terms hereof, the Purchase price will be reduced by the amount allocated to that property as set forth in Exhibit C attached hereto. Notwithstanding the preceding sentence, the allocation on Exhibit C is included solely to the extent value must be allocated among the Facilities in accordance with partial termination, title insurance and real estate conveyance tax provisions of this Agreement, and nothing contained in this Agreement on Exhibit C shall negatively impact the treatment or construction of this Agreement or the Lease as a unitary transaction covering the portfolio of all twelve (12) Facilities as a group. The Purchase Price may be adjusted post-closing pursuant to the terms of the Earn Out Agreement. The cumulative value of the FF&E (to the extent constituting personal property or trade fixtures) and other personal property sold as a part of the Properties is less than ten percent (10%) of the Purchase Price and must be reasonably acceptable to Buyer at Closing.

4. Closing Date . The Closing shall take place on or before October 31, 2008, or such other date mutually agreed to by Buyer and Seller Parties (the “ Closing Date ”), in escrow with the Title Company, or at Buyer’s election, at the offices of Buyer’s attorney in Nashville, Tennessee at such time as is mutually acceptable to Buyer and Sellers, or at such other location mutually agreeable to the parties. The parties shall use reasonable efforts to have the Closing occur on or before June 30, 2008, but such date may be extended as necessary to October 31, 2008.

5. Termination and Partial Termination.

5.1 Termination . If any party (for this purpose, Seller Parties as one party and Buyer as the other party) has a right to terminate this Agreement prior to Closing under the terms of this Agreement and exercises that right to terminate this Agreement, then this Agreement shall automatically terminate upon notice of such exercise given to the other party, whereupon all parties shall thereupon be relieved of all further liability hereunder, except as otherwise expressly provided under this Agreement.

5.2 Termination Event. A “ Termination Event ” shall mean the occurrence after the Effective Date of any of the following events as to any Facility: (a) a material adverse change in or discovery concerning the environmental condition of any real property included in the

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Properties or the business, operations or financial condition of the Buyer, the Seller Parties (collectively) or any Facility; (b) a Casualty Termination Event or Condemnation Termination Event shall occur; (c) any material lien or any material encumbrance is imposed upon any of the Facilities which will not be satisfied or removed at Closing; (d) any material due diligence information furnished by the Sellers or their Affiliates with respect to any of the Facilities proves to be untrue in any material respect; or (e) there is a material defect regarding the title (including survey matters) as to a particular Property that Buyer has objected to pursuant to Section 6.3, and which Sellers parties are unable or unwilling to cure/remove. Upon the occurrence of a Termination Event, subject to the terms of Section 14 as to a Condemnation Termination Event and Section 15 as to a Casualty Termination Event, Buyer shall have the right (“ Termination Right ”) to either: (i) terminate this Agreement as to all the Properties prior to Closing (“ Agreement Termination Right ”) by delivering notice thereof to Sellers and Tenant and thereupon this Agreement shall automatically terminate upon notice of such exercise given to the other party, whereupon all parties shall thereupon be relieved of all further liability hereunder, except as otherwise expressly provided under this Agreement or (ii) exclude the affected Facility and related Property (“ Excluded Property ”) from this Agreement (“ Partial Termination Right ”) by delivering notice thereof to Sellers and Tenant (“ Partial Termination Notice ”), and thereupon this Agreement shall terminate as to the Excluded Property, the parties shall thereupon be relieved of all further liability hereunder with respect to the Excluded Property, the Excluded Property shall be removed from the Lease and any other documents to be delivered at Closing (with the applicable rent and other provisions appropriately modified by reason of such removal), and the Purchase Price under this Agreement shall be adjusted as provided in the following sentence. Upon the exercise of a Partial Termination Event, the Purchase Price shall be reduced by the amount allocated to that Facility as set forth in Exhibit C . Notwithstanding the foregoing and unless otherwise agreed by Buyer and the Seller Parties, upon a Condemnation Termination Event or Casualty Termination Event, only the Partial Termination Right shall be applicable, and if the Termination Event is based on the material adverse change in the business, operations or financial condition of the Buyer or Seller Parties (other than of a particular Facility), then the Partial Termination Right shall not be applicable. If Buyer exercises any Partial Termination Right or other right so as to exclude more than two (2) Facilities or to terminate this Agreement as to more than two (2) Facilities, in the aggregate (i.e., so that there remain fewer than ten (10) Facilities in the Property to be conveyed at Closing), Seller Parties shall also have an Agreement Termination Right to terminate this Agreement prior to Closing by delivering notice thereof to Buyer within five (5) days after the conditions to this right occur, and if this Agreement Termination Right is not exercised by Seller Parties, and Buyer exercises any additional Partial Termination Right or other right so as to exclude another Facility or to terminate this Agreement as to more than three (3) Facilities, in the aggregate (i.e., so that there remain fewer than nine (9) Facilities in the Property to be conveyed at Closing), Seller Parties shall have an additional Agreement Termination Right to terminate this Agreement prior to Closing by deliverying notice thereof to Buyer within five (5) days after the conditions to this right occur. Upon exercise of any such Agreement Termination Right by Seller Parties, this Agreement shall automatically teminate upon notice of such exercise given to Buyer, whereupon all parties shall thereupon be relieved of all further liability hereunder, except as otherwise expressly provided under this Agreement. Buyer agrees to use reasonable efforts to keep Eby apprised of issues or matters that may constitute Termination Events and of Buyer’s intentions regarding the exercise of any Termination Right under this Agreement, as well as of material concerns expressed by the Lender which may result in the failure of Buyer to obtain the loans for Closing.

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5.3 Effect of Termination on Payment of Fees and Expenses. Except as specifically set forth in this Agreement, the Seller Parties shall pay all out-of-pocket costs and expenses incurred by the Buyer in connection with the proposed purchase of the Properties, including the costs of due diligence review, regardless of whether or not the closing of the Properties occurs, including without limitation legal expenses, audit of the Facilities for the calendar year 2007, cash flow audit of the Facilities, third party due diligence reports such as structural, environmental, appraisal and third party consultants as well as surveys, title review and insurance, environmental and engineering reports, lien searches, title transfer taxes and recording fees. In the event that the closing of the Properties does not occur solely as a result of either (i) the Buyer arbitrarily refusing to complete the closing of the Properties after the Effective Date or (ii) the Buyer refusing to complete the closing of the Properties in good faith as a result of information obtained in the Buyer’s due diligence review that is not material to the operation of one or more Facilities: (A) the foregoing sentence shall not apply and each party shall pay its own fees and expenses, and (B) the Buyer shall, (1) to the extent not contractually restricted from doing so, return to the Sellers all third-party due diligence reports obtained by the Buyer and relating to the Sellers’ business and (2) refund to the Sellers an amount equal to the sum of the following: (A) any amounts previously paid by the Sellers to the Buyer as a deposit for fees and expenses in connection with this Agreement or the Option Agreement and not yet expended by the Buyer and (B) any amounts for fees and expenses in connection with this Agreement previously expended by the Sellers up to an amount equal to but not exceeding Fifty Thousand Dollars ($50,000). This Section shall survive a termination of this Agreement.

6. Title and Survey Matters.

6.1 Title Commitment . Buyer shall obtain for each Facility Premises, at Sellers’ expense: a commitment (the “ Title Commitment ” and collectively, the “ Title Commitments ” ) for an ALTA Owner’s Title Insurance Policy (2006 Form) showing title to the applicable Premises in the respective Seller and proposing to insure Buyer in the amount of the Purchase Price allocated to that Facility Premises in Exhibit C and for the aggregate Purchase Price as to the Properties, issued by the Title Company. At closing, the Title Company shall commit to issue to the Buyer the owner title policies with all title endorsements requested by Buyer or Lender, specifically including, but not limited to: survey, zoning, comprehensive, access and contiguity.

6.2 Survey . Sellers shall obtain and provide to Buyer a current “as-built” survey for each Facility Premises (the “ Survey ” and collectively, the “ Surveys ”) with the seal and signature thereon of an engineer or surveyor registered in the State in which the applicable Facility Premises is located, which Survey shall, except as waived by Buyer or the Title Company (a) include and show the metes and bounds description of the Premises, (b) be certified to the respective Seller, Lender, Tenant, Buyer and the Title Company in a manner satisfactory to all such parties, (c) show the location and dimension together with recording information of all easements which encumber or are appurtenant to the Premises, and whether the same are encroached upon by the Improvements or shall interfere with the use of, or access to, the Premises and the Improvements, or cross the property of others in the absence of properly recorded easements therefor, (d) show the location and dimension of the Improvements

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(including the location and number of any parking spaces), (e) indicate whether there exists any violation of height and building restrictions and setback and parking requirements, (f) be accompanied by a certificate from the surveyor in a form reasonably acceptable to Buyer, (g) comply with the most recent ALTA /ACSM minimum standards and any optional items from Table A required by Buyer, and (h) the survey certification shall be dated not earlier than sixty (60) days prior to the Effective Date (except to the extent earlier surveys are accepted by the Title Company, Buyer and Lender.

6.3 Title and Survey Objections . If Buyer objects to any matter relating to the Title Commitments or Surveys, Buyer may give notice to Seller Parties specifying such objections not later than thirty (30) days after the Effective Date (the “ Title/Survey Objection Date ”). If Buyer does make written objection, then Seller Parties shall notify Buyer in writing whether Seller Parties will cause the removal of any such matters from title or the Surveys, as the case may be; provided, however, that except with respect to monetary liens or monetary encumbrances (which must be paid from the sales proceeds and released of record at Closing or provision made for delayed receipt of release documents as may be satisfactory to the Title Company, Buyer and Lender), Sellers shall be under no obligation to cause the removal of such matters. If Seller Parties elect not to cause such matters to be removed, or fail to provide Buyer with a notice within five (5) days after receipt of Buyer’s objections that Seller Parties will or will not cause the removal of such matters, then Buyer (i) may, provided a Termination Event as defined in Section 5.2(e) has occurred, exercise a Partial Termination Right as to the affected Property or Properties, or if there is more than one Property suffering from a material title or survey defect, terminate this Agreement as to all the Properties at Buyer’s election, all in the same manner as provided in Section 5.2 with respect to an Agreement Termination Right or Partial Termination Right, as the case may be, or (ii) may elect, by written notice given to Seller Parties, to take title to the Properties as it then is without any set-off or deduction of any kind against the Purchase Price. If Seller Parties do not receive written notice of Buyer’s election to terminate this Agreement within ten (10) days after Buyer’s receipt of such notice from Seller Parties (or the expiration of the ten (10) day period, as the case may be), then Buyer shall be conclusively presumed not to have elected to take title as it then is, and this Agreement shall terminate. In the event that Seller Parties elect to cure any title or survey matter to which Buyer has objected, then the parties agree to postpone the Closing Date for a reasonable period, not to exceed thirty (30) days, if required to enable Seller Parties to complete the cure of such matter. The parties agree to discuss any survey or title objections identified by Buyer hereunder and to use reasonable efforts to resolve such issues.

7. Agreed Documents for Execution at Closing and Sioux City II Sale Agreement . Attached hereto are forms of the Major Documents (as defined below) required for Closing on which the parties are in substantial agreement. Within fifteen (15) days after the date hereof (“ Document Form Date ”), the parties agree to finalize the form of the Major Documents in good faith and in a mutually acceptable manner, and if the parties are not able to agree upon the final form of any of the Major Documents by the Document Form Date, either Buyer or Seller Parties may terminate this Agreement by notice to the other. The parties shall confirm their agreement upon the final forms of the Major Documents and the Other Forms (as defined below), by attaching such forms as exhibits to this Agreement and confirming such addition by consent or amendment, executed by the parties. At Closing the Major Documents shall be executed and delivered in the final form as so agreed, with all schedules, exhibits and blanks for each such

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document completed as appropriate and in a mutually acceptable manner, and with only such changes thereto as are mutually agreeable to the parties thereto. With respect to the Other Forms, to the extent that such form documents are not attached as exhibits to this Agreement as of the Effective Date, the parties agree that the forms hereafter to be attached as exhibits to this Agreement shall be substantially similar to the comparable documents executed and delivered by Care and Sioux City II at the closing under the Sioux City II Purchase Agreement, as appropriate and as applicable. The parties agree to finalize the form of the Other Forms (although not the separate forms adapted for each Facility) not later than the Document Form Date. Thereafter, for execution and delivery in connection with Closing, the Other Forms will be appropriately completed for each Facility and modified as appropriate for the applicable jurisdiction in which the Facility is located to comply with the laws or conveyance practices of the applicable Facility State. Buyer and Seller Parties also agree to negotiate in good faith the terms of, and Care and Sioux City II shall execute and deliver, the Sioux City II Sale Agreement on or before the Document Form Date.

7.1 Major Documents . The “ Major Documents” are the following:

(1) Master Lease Agreement (“ Lease ”) in the form attached as Exhibit E-1 hereto;

(2) Earn Out Agreement between Buyer and Seller Parties in the form attached as Exhibit E-2 hereto (“ Earn Out Agreement ” );

(3) The Guaranty of Lease by each of Manager and Eby of Tenant’s obligations under the Lease, in the forms attached as Exhibit E-3 hereto (collectively, “ Guaranty ”);

(4) The Subtenants Guaranty of Lease by Subtenants of Tenant’s obligations under the Lease, in the form attached as Exhibit E-4 hereto (“ Subtenants Guaranty ”);

(5) Security Agreements by Tenant and Subtenants in favor of Buyer, as L