13D Filing: Park City Capital, Llc and Adcare Health Systems Inc (NYSEMKT:ADK)

Page 8 of 9 – SEC Filing

CUSIP No. 000650W300 13D/A

Page 8 of 9 Pages

As the managing
member of Park City Adviser, which is the investment manager of the Master Fund and the Special Opportunity Fund, and as the
managing member of the Special Opportunity Fund GP, which is the general partner of the Special Opportunity Fund, Mr. Fox may
be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition
of) the Master Fund’s shares of Common Stock and the Special Opportunity Fund’s shares of Common Stock. Mr. Fox
disclaims beneficial ownership of those Funds’ shares of Common Stock, except to the extent of his pecuniary interest
therein. Mr. Fox also directly holds shares of Common Stock, stock options to purchase certain shares of Common Stock, and
restricted shares, as set forth in the applicable table included on the cover page to this Statement. Mr. Fox has sole voting
and disposition power over the shares held by him.

(c)       The
tender by the Reporting Persons of all of their Convertible Notes held by Park City Capital Offshore Master, Ltd. on January 9,
2017 is described in Item 4 of this Statement.

 

Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.

Discussion in Item 4 of this Statement is
hereby incorporated herein by reference.

Pursuant to Rule 13d-1(k) promulgated under
the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint
filing of this Amendment No. 6, which agreement is set forth on the signature page to this Statement.

  

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