FIRST AMENDMENT TO LEASE AGREEMENT

                          THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made and entered into as of March 29, 2016 (the "First Amendment Effective Date") between FSP ENERGY TOWER I LIMITED PARTNERSHIP, a Texas limited partnership ("Landlord"), and NORTHSTAR HEALTHCARE ACQUISITIONS, LLC, a Delaware limited liability company ("Tenant").

RECITALS

                          WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated as of May 20, 2015 (the “Original Lease”) for the lease of approximately 16,997 square feet of Net Rentable Area (the “Existing Premises”) located on the third (3rd) floor of the office building located at 11700 Katy Freeway and commonly known as Energy Tower in Houston, Texas (the “Building”); and WHEREAS, Landlord and Tenant desire to amend the Lease to expand the square footage covered by the Lease and to modify certain other provisions of the Lease as set forth herein, but not in any other respect.

                          NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Landlord and Tenant, intending to be and being legally bound, do hereby agree as follows:

AGREEMENT

                          1.        Defined Terms; Recitals. All capitalized terms used herein and not defined herein shall have the meaning set forth in the Lease. The recitals set forth above are hereby incorporated by reference in this First Amendment. As used herein and in the Original Lease the term “Lease” shall mean and refer to the Original Lease as amended hereby.

                          2.        Expansion of Leased Premises.

                          (a)      Commencing on the Expansion Commencement Date (as defined in Exhibit B), the Leased Premises shall be automatically expanded to include approximately twelve thousand four hundred fourteen (12,414) square feet of Net Rentable Area located on the fourth (4th) of the Building, as shown on Exhibit A attached hereto and made a part hereof (the “Expansion Premises”). Upon the Expansion Commencement Date, the Leased Premises shall contain a total of twenty-nine thousand four hundred eleven (29,411) square feet of Net Rentable Area located on floors three and four of the Building.

                          (b)      The Expansion Premises shall be added to and become part of the Leased Premises for all purposes of the Lease without any further action on behalf of Landlord or Tenant and, except as modified by this First Amendment, shall be subject to all of the terms and conditions of the Original Lease applicable to the Leased Premises, including, without limitation, Tenant's obligation to pay Base Rental, Tenant’s Basic Cost Adjustment, Tenant’s Basic Cost adjustment, parking charges and any other amounts due under the Lease in accordance with the terms of the Lease.

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                          (c)      Lease Term for Expansion Premises. The lease term for the Expansion Premises (the “Expansion Term”) shall commence on the Expansion Commencement Date and shall expire as to the Expansion Premises and the Existing Premises on the date that is sixty-three (63) months after the Expansion Commencement Date (the “Expiration Date”). The extension of the Term pursuant to this Paragraph 2 shall be upon the same terms and conditions contained in the Original Lease, except as modified in this First Amendment, including without limitation, Tenant’s obligations to pay Base Rental, Tenant’s Basic Cost Adjustment, Tenant’s Basic Cost adjustment, parking charges and any other amounts due under the Lease in accordance with the terms of the Lease.

                          3.      Base Rental.

                          (a)        Commencing on the Expansion Commencement Date and continuing through and until the Expiration Date, Tenant hereby agrees to pay as the base annual rental (“Base Rental”) for the lease and use of the Expansion Premises, an amount equal to the product of (x) the annual base rental rate identified below (“Base Rental Rate”) for the applicable lease months identified below, multiplied by (y) the number of square feet of Net Rentable Area comprising the Expansion Premises:

                          (b)        Notwithstanding the foregoing, during the first three (3) full months of the Expansion Term (the “Expansion Abatement Period”), the monthly Base Rental for the Expansion Premises and Tenant’s Percentage Share of the Basic Costs attributable to the Expansion Premises shall be abated (the “Expansion Abated Rent”); provided that (i) in the event that an Event of Default occurs during any portion of the Expansion Abatement Period, or (ii) if the Lease is terminated (or Tenant’s right to possession of the Leased Premises is terminated) by Landlord pursuant to Section 6.8 of the Lease, whether during the Expansion Abatement Period or during the Term of the Lease thereafter, then in either event all Expansion Abated Rent shall immediately become due and payable.

                          4.        Existing Premises Lease Term.

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                          (a)        Landlord and Tenant have agreed to extend the Term of the Lease for the Existing Premises subject to the terms and conditions contained in this First Amendment. The Lease is hereby amended to provide that the Term of the Lease as to the Existing Premises shall be extended (the “Existing Premises Extension Term”), which term shall commence on the “Expiration Date” set forth in the Lease for the Existing Premises (the “Existing Premises Extension Date”), and shall be coterminous with the Expansion Term, expiring on the Expiration Date set forth in Paragraph 2(c) of this First Amendment. The extension of the Term as to the Existing Premises pursuant to this Paragraph 4 shall be upon the same terms and conditions contained in the Original Lease, except as modified in this First Amendment, including without limitation, Tenant’s obligations to pay Base Rental, Tenant’s Basic Cost Adjustment, Tenant’s Basic Cost adjustment, parking charges and any other amounts due under the Lease in accordance with the terms of the Lease.

                          (b)        Tenant shall continue to pay to Landlord the Base Rental for the Existing Premises as set forth in the Lease; provided, however that Tenant hereby agrees to pay as the Base Rental for the lease and use of the Existing Premises during the Existing Premises Extension Term, an amount equal to the product of (x) $24.50, multiplied by (y) the number of square feet of Net Rentable Area comprising the Existing Premises.

                          5.        Condition of Leased Premises. Tenant has made a complete examination and inspection of the Leased Premises (including the Expansion Premises) and accepts the same in its current, as-is condition, without recourse to Landlord, and Landlord shall have no obligation to complete any improvements to the Leased Premises pursuant to this First Amendment (including the Expansion Premises) except as provided in Exhibit B attached hereto. LANDLORD SHALL MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN THE LEASED PREMISES (INCLUDING THE EXPANSION PREMISES). ALL IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED.

                          6.        Parking. Section 6.15(a) of the Original Lease is hereby amended and restated as follows:

“(a)        At all times during the Term, Landlord agrees to furnish and Tenant agrees to pay for and lease, permits to park one hundred twenty (120) vehicles in the Garage on an unassigned basis (the "Unassigned Permits"); provided Tenant may request that up to forty (40) of such Unassigned Permits be converted to permits for reserved spaces in the Garage ("Reserved Permits"). No specific spaces in the Garage are to be assigned to Tenant for the Unassigned Permits, but Landlord may designate the area in which the vehicles with Unassigned Permits may be parked, which designations may change from time to time. Additionally, Landlord will designate a specific space in the Garage for each Reserved Permit, if any, to be issued by Landlord to Tenant as provided herein, which designated space may be changed by Landlord from time to time. Landlord will issue to Tenant the aforesaid number of parking stickers and/or cards each of which will authorize parking in the Garage of a vehicle on which the sticker is displayed, or Landlord will provide a reasonable alternative means of identifying and controlling vehicles authorized to be parked in the Garage.”

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                          7.        Additional Security Deposit. The Security Deposit is hereby increased, as of the First Amendment Effective Date, to $95,628.95. Landlord and Tenant acknowledge and agree that Landlord is currently holding an amount equal to $53,597.21 and Tenant shall pay to Landlord, in cash or by certified check, an additional sum equal to $42,031.74 within one (1) Business Day after the First Amendment Effective Date.

                          8.        Signage.

                          Tenant, but not any sublesseee or assignee of Tenant, shall be permitted to place signage in the elevator lobbies of the full floors it leases and occupies (only during the period Tenant leases and occupies such full floor), subject to Landlord’s approval, which approval shall not be unreasonably withheld, provided that Tenant shall be solely responsible for all costs and expenses related in any way to such elevator lobby signage including but not limited to costs associated with design, permitting, installing, maintaining, repairing, lighting, powering, insuring, cleaning and removing such signage.

                          From and after the First Amendment Effective Date and only for so long as the Signage Conditions (defined below) are satisfied, during the Term, Tenant shall have the right to place the name “Nobilis Health” on the multi-tenant monument sign located on the Land (the “Monument Sign”) at Tenant’s sole cost and expense. Tenant shall be responsible for Tenant’s share (with all tenants placing their name on the monument sign bearing an equal share) of costs of such signage, including but not limited to costs associated with design, permitting, installing, maintaining, repairing, lighting, powering, insuring, cleaning, and removing such signage on the Monument Sign. The costs incurred by Landlord of initially installing, and the costs of any changes to or removal of such name on the Monument Sign, shall be paid by Tenant within thirty (30) days of Tenant’s receipt of a written request for reimbursement. The design (including, without limitation, font size and graphics) of such Tenant signage, and the materials used in the installation thereof, shall be subject to Landlord’s approval, such approval not to be unreasonably withheld, and all other Legal Requirements. The names placed in the Monument Sign, including Tenant’s, shall be placed in descending order by the amount of square footage leased by such tenants, including Tenant, having the right to place their name on the Monument Sign.

                          If any of the Signage Conditions are no longer satisfied, Landlord shall have the right to remove such signage from the Monument Sign and otherwise grant rights in contravention of this Section 8, and Tenant shall be obligated to reimburse Landlord for the costs incurred by Landlord to remove such name from, and to restore, the Monument Sign, plus a fee to Landlord equal to five percent (5%) of the foregoing costs.

                          Landlord reserves the right from time to time during the Term to (i) grant exterior identification signs to other tenants of the Building, (ii) include the names of other tenants of the Building on the Monument Sign, (iii) alter the Monument Sign, and/or (iv) remove or replace the Monument Sign, provided that, if Landlord removes and replaces the Monument Sign, Landlord shall promptly install a sign of comparable or greater size and quality to the Monument Sign or of a substantially similar size, quality and visibility of monument signs then in place at comparable Buildings on the Land in a location to be reasonably determined by Landlord in replacement thereof and Landlord shall pay all expenses related to replacement of Tenant’s identification signs on the Monument Sign.

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                          As used herein, “Signage Conditions” shall mean:

                          9.        Brokerage Commissions. Tenant represents to Landlord that it has dealt with no brokers or intermediaries entitled to any compensation in connection with this First Amendment except Poynter Commercial Properties Corp., representing Landlord (“Landlord’s Broker”) and Champions Real Estate Group LLC representing Tenant (“Tenant’s Broker”); with Landlord’s Broker and Tenant’s Broker collectively hereinafter referred to as the “Brokers”. Landlord represents to Tenant that it has dealt with no brokers or intermediaries entitled to any compensation in connection with this First Amendment except the Brokers. Landlord will pay the fees of the Brokers pursuant to separate agreements between Landlord and the Brokers. Tenant agrees to indemnify, defend, and hold harmless Landlord from and against any claims and expenses (including reasonable attorneys’ fees) incurred as a result of any broker, agent or third party claiming by, through or under Tenant except claims of the above specified Brokers under their agreements with Landlord.

                          10.      Full Force and Effect. In the event any of the terms of the Original Lease conflict with the terms of this First Amendment, the terms of this First Amendment shall control. Except as amended hereby, specifically including any rights of first refusal or renewal options, all terms and conditions of the Original Lease shall remain in full force and effect, and Landlord and Tenant hereby ratify and confirm the Original Lease as amended hereby. The Original Lease, as amended herein, constitutes the entire agreement between the parties hereto and no further modification of the Lease shall be binding unless evidenced by an agreement in writing signed by Landlord and Tenant.

                          11.      Counterparts. This First Amendment may be executed in multiple counterparts, each of which shall constitute an original instrument, but all of which shall constitute one and the same agreement.

[END OF PAGE; SIGNATURE PAGE FOLLOWS]

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                          EXECUTED as of the First Amendment Effective Date set forth above.

LANDLORD:

FSP ENERGY TOWER I LIMITED PARTNERSHIP,
a Texas limited partnership

By:             /s/ Leo H. Daley, Jr.                               
       Leo H. Daley, Jr. 
       Its: Vice President--Regional Director

TENANT:

NORTHSTAR HEALTHCARE ACQUISITIONS, LLC,
a Delaware limited liability company

By:      _______/s/ Kenneth Klein                                                   
Name:   Kenneth Klein                                                                      
Title:     Chief Financial Officer                                                         

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EXHIBIT A

EXPANSION PREMISES

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EXHIBIT B

TENANT IMPROVEMENTS WORK SCHEDULE

LANDLORD’S WORK

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EXHIBIT C

TENANT IMPROVEMENTS WORK SCHEDULE

All alterations and physical additions to the Leased Premises shall be done at Tenant’s sole cost and expense, except as specifically provided in Article III of this Exhibit C, and are herein called the “Tenant Improvements”. The Tenant Improvements must include the Building Standard Improvements. All Tenant Improvements must comply with the Building’s sustainable construction policy, which may be updated from time to time in Landlord’s sole discretion. Capitalized terms used herein that are not defined herein shall have the same meaning given to such terms in the Lease.

Article I

Landlord and Tenant Pre-Construction Obligations

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Article II

Selection of a Contractor and Construction of Tenant Improvements

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Article III

Monetary Matters

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Article IV

Minimum Information Required of Tenant Space Plan

Tenant shall provide to Landlord a Tenant Space Plan that contains architectural, mechanical, electrical and plumbing plans prepared and stamped by a licensed architect or engineer, as the case may be, indicating:

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Details Showing:

[End of Page]

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EXHIBIT D

RIGHT OF FIRST REFUSAL

                          1.        Subject to and upon the terms, provisions and conditions set forth in this Exhibit, Tenant shall have, and is hereby granted, a continuing right of refusal (the “Right of Refusal”) commencing on the First Amendment Effective Date and expiring on the first anniversary thereof to lease up to 50% of the premises on the fifth (5th) floor of the Building (hereinafter sometimes called the “Refusal Premises”), subject to the terms and conditions set forth herein.

                          2.        Tenant may exercise a Right of Refusal only if, at the time of such exercise and at the time of Landlord’s delivery of the Refusal Premises to Tenant, (a) no Event of Default exists and (b) Tenant is in occupancy of the entire Premises (unless Landlord, in its sole discretion, elects to waive such condition(s)). Occupancy by a sublessee or assignee (other than a Permitted Affiliate that is an assignee of Tenant’s entire interest in the Lease permitted under Section 5.4 of the Lease) shall not constitute occupancy by Tenant. If such condition(s) are not satisfied or waived by Landlord, any purported exercise thereof shall be null and void.

                          3.        If (i) Landlord has previously leased 50% of the Net Rentable Area on the fifth (5^th) floor, or (ii) Landlord has received an offer from, or made an offer to, a tenant that Landlord is willing to accept, for the tenant to lease a portion of the Net Rentable Area on the fifth (5^th) floor, the result of which would be that less than 50% of the Net Rentable Area on the fifth (5^th) floor would remain unleased, then in either such event Landlord shall, prior to entering into a lease with such tenant, deliver written notice to Tenant offering to lease such portion of the Refusal Premises to Tenant, together with a description of the material terms of such offer (a “Lease Proposal”). Notwithstanding anything to the contrary set forth herein:

                          (a) in the event that Landlord delivers a Lease Proposal to Tenant for 50% or more of the Net Rentable Area on the fifth (5^th) floor and Tenant waives, or is deemed to have waived, its Right of Refusal with respect thereto then Tenant’s Right of Refusal shall, subject to Section 8 below, terminate and be of no further force and effect; and

                          (b) in the event that Landlord delivers a Lease Proposal to Tenant and Tenant waives, or is deemed to have waived, its Right of Refusal with respect thereto then Tenant’s Right of Refusal shall, subject to Section 8 below, be reduced by the amount of Net Rentable Area contained in such Lease Proposal. By way of example only, if Landlord delivers a Lease Proposal to Tenant which covers 30% of the Net Rentable Area on the fifth (5^th) floor, and Tenant waives, or is deemed to have waived, its Right of Refusal with respect thereto, Tenant’s Right of Refusal shall thereafter only apply to the extent that Landlord has previously leased 80% of the Net Rentable Area on the fifth (5^th) floor, or (ii) Landlord has received an offer from, or made an offer to, a tenant that Landlord is willing to accept, for the tenant to lease a portion of the Net Rentable Area on the fifth (5^th) floor, the result of which would be that less than 20% of the Net Rentable Area on the fifth (5^th) floor would remain unoccupied.

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                          4.        Tenant shall have a period of five (5) days after receipt of a Lease Proposal to irrevocably and unconditionally exercise its Right of Refusal to lease the applicable Refusal Premises upon the terms of the Lease Proposal by written notice to Landlord.

                          5.        Notwithstanding the foregoing, if Landlord intends to lease all or part of the Refusal Premises together with space in the Building that is not Refusal Premises, then Landlord may deliver a Lease Proposal that includes all of such space, including space in addition to the Refusal Premises (the “Additional Refusal Premises”), in which case Tenant must exercise the Right of Refusal as to all, but not part, of such space, including both the applicable Refusal Premises and the applicable Additional Refusal Premises.

                          6.        If Tenant does not exercise a Right of Refusal within such five (5) day period, the Right of Refusal shall be waived with respect to such space. Any purported conditional or qualified exercise of a Right of Refusal shall be null and void. Upon Tenant’s exercise of a Right of Refusal, Landlord and Tenant shall negotiate an amendment to the Lease evidencing same, but an otherwise valid exercise of a Right of Refusal shall be fully effective, whether or not such amendment is executed.

                          7.        If Tenant elects to exercise a Right of Refusal, the applicable Refusal Premises (and Additional Preferential Premises, if applicable) shall be subject to all of the terms, covenants and conditions of the Lease except that (a) Base Rental payable by Tenant with respect to the Refusal Premises (and Additional Refusal Premises, if applicable) shall be the Base Rental set forth in the Lease Proposal, (b) the Term of the Lease as to the Refusal Premises (and any Additional Refusal Premises) shall be the term set forth in the Lease Proposal, (c) the applicable Refusal Premises shall be provided in its then existing condition (on an “as-is” basis), broom clean and free of any prior tenant’s personal property at the time Landlord delivers such Refusal Premises to Tenant, without any obligation on the part of Landlord to furnish, install, or modify any leasehold improvements or to provide any allowance or credit therefor, except to the extent provided in the Lease Proposal, and (d) Tenant’s obligation to pay Rent for the applicable Refusal Premises (and Additional Refusal Premises, if applicable) shall commence on the date (the “Refusal Rental Commencement Date”) set forth in the Lease Proposal.

                          8.        If Landlord does not receive written notice from Tenant of its exercise of the Right of Refusal within said five (5) day period, Landlord shall have a period of one hundred eighty (180) days thereafter to lease the applicable Refusal Premises on any terms or conditions it desires to one or more tenants. If Landlord does not lease all of such Refusal Premises within said one hundred eighty (180) day period, Tenant shall have a Right of Refusal on any subsequent leasing of such unleased Refusal Premises on the terms set forth above.

                          9.        Upon request of Landlord at any time after the Refusal Rental Commencement Date, Tenant shall execute and deliver to Landlord an amendment to the Lease (in a form provided by Landlord) specifying (a) the Refusal Rental Commencement Date, (b) the Base Rental schedule for the Refusal Premises (and Additional Preferential Premises, if applicable), and (c) the number of square feet of Net Rentable Area of such Refusal Premises (and Additional Refusal Premises, if applicable).

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                          10.      The Right of Refusal is subject and subordinate to (i) any and all expansion options, refusal rights, preferential rights and renewal options of existing tenants of the Building (and their assignees) and future tenant(s) of the Refusal Premises for which Tenant did not exercise Right of Refusal, and (ii) the renewal of the lease of any existing or future tenant whether made pursuant to its lease or otherwise.

                          11.      Notwithstanding anything to the contrary contained in the Lease, Tenant shall not have the right to assign the Right of Refusal to any subtenant or assignee, and no subtenant or assignee may exercise the Right of Refusal, provided any Permitted Affiliate that is an assignee of Tenant’s entire interest in the Lease permitted under Section 5.4 of the Lease shall have the same rights as Tenant to exercise the Right of Refusal under this Exhibit. In addition, the Right of Refusal shall automatically terminate if Tenant assigns the Lease or subleases any portion of the Leased Premises to other than a Permitted Affiliate.

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