Five Star Quality Care Inc Sample Contracts

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EXHIBIT 10.3 LOAN AND SECURITY AGREEMENT Dated as of October 24, 2002
Loan and Security Agreement • November 14th, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
BY AND AMONG THE PURCHASERS LISTED UPON THE SIGNATURE PAGE HEREOF, AS PURCHASERS,
Purchase and Sale Agreement • November 29th, 2004 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
Common Stock FORM OF
Underwriting Agreement • March 20th, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
EXHIBIT 10.50 SECOND AMENDED AND RESTATED LEASE AGREEMENT, dated as of November 19, 2004,
Lease Agreement • November 29th, 2004 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
FORM OF UNDERWRITING AGREEMENT FORM OF UNDERWRITING AGREEMENT
Five Star Quality Care Inc • November 29th, 2004 • Services-skilled nursing care facilities • New York
EXHIBIT 2.6 PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 29th, 2004 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
Common Stock
Underwriting Agreement • December 8th, 2004 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
W I T N E S S E T H: -------------------
Master Lease Agreement • March 27th, 2003 • Five Star Quality Care Inc • Services-skilled nursing care facilities
FORM OF
Security Agreement • December 5th, 2001 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
GUARANTY
Guaranty • November 14th, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities
AND
Lease Agreement • November 12th, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
RIGHTS AGREEMENT by and between FIVE STAR QUALITY CARE, INC. AND EQUISERVE TRUST COMPANY, N.A., as Rights Agent Dated as of March 10, 2004
Rights Agreement • March 12th, 2004 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland

RIGHTS AGREEMENT, dated as of March 10, 2004, between Five Star Quality Care, Inc., a Maryland corporation, and EquiServe Trust Company, N.A., a national banking association, as Rights Agent.

FORM OF AGREEMENT OF MERGER
Agreement of Merger • December 5th, 2001 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Delaware
FORM OF
Transaction Agreement • December 5th, 2001 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
Five Star Quality Care, Inc. 10,000,000 Shares Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 17th, 2011 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York

Five Star Quality Care, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom Jefferies & Company, Inc., Citigroup Global Markets Inc. and UBS Securities LLC, are acting as representatives (the “Representatives”) an aggregate of 10,000,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,500,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.

FORM OF POOLING AGREEMENT
Pooling Agreement • December 5th, 2001 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland
EXHIBIT 10.2 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 21st, 2001 • Five Star Quality Care Inc • Maryland
AS LANDLORD, AND
Lease Agreement • November 29th, 2004 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
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CREDIT AND SECURITY AGREEMENT dated as of January 27, 2022 by and among FSQ THE PALMS AT FORT MYERS LLC, FSQ VILLA AT RIVERWOOD LLC, FIVE STAR QUALITY CARE-NJ, LLC, FIVE STAR QUALITY CARE – OBX OWNER, LLC, FIVE STAR QUALITY CARE – OBX OPERATOR, LLC,...
Credit and Security Agreement • January 31st, 2022 • AlerisLife Inc. • Services-skilled nursing care facilities • Maryland

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of January 27, 2022 by and among FSQ THE PALMS AT FORT MYERS LLC, a Maryland limited liability company, FSQ VILLA AT RIVERWOOD LLC, a Maryland limited liability company, FIVE STAR QUALITY CARE-NJ, LLC, a Maryland limited liability company, FIVE STAR QUALITY CARE – OBX OWNER, LLC, a Maryland limited liability company, FIVE STAR QUALITY CARE – OBX OPERATOR, LLC, a Maryland limited liability company, FIVE STAR COVINGTON LLC, a Delaware limited liability company, MORNINGSIDE OF CONCORD, LLC, a Delaware limited liability company, MORNINGSIDE OF GREENSBORO, LLC, a Delaware limited liability company, MORNINGSIDE OF ALABAMA, L.P., a Delaware limited partnership, MORNINGSIDE OF SPRINGFIELD, LLC, a Delaware limited liability company, MORNINGSIDE OF DECATUR, L.P., a Delaware limited partnership and any additional borrower that may hereafter b

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 12, 2019 among FIVE STAR SENIOR LIVING INC.,
Credit Agreement • June 13th, 2019 • Five Star Senior Living Inc. • Services-skilled nursing care facilities • New York

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 12, 2019 (this “Agreement”) among FIVE STAR SENIOR LIVING INC., a Maryland corporation (the “Borrower”), the entities listed on the signature pages hereof as the subsidiary guarantors (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 5.01(j) or 7.05, the “Guarantors”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the “Initial Lenders”), the Swing Line Banks (as hereinafter defined), the Initial Issuing Banks (as hereinafter defined), CITIBANK, N.A. (“Citibank”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for the Lender Parties (as hereinafter defined), and Citibank, as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, the “Collateral Agent”, and togeth

FIVE STAR SENIOR LIVING INC. FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 2nd, 2020 • Five Star Senior Living Inc. • Services-skilled nursing care facilities • Maryland

THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of [DATE] (the “Effective Date”), by and between Five Star Senior Living Inc., a Maryland corporation (the “Company”), and [DIRECTOR/OFFICER] (“Indemnitee”).

LEASE AGREEMENT, dated as of June 20, 2011, by and between SNH/LTA SE MCCARTHY NEW BERN LLC, AS LANDLORD, AND FVE SE MCCARTHY NEW BERN LLC, AS TENANT
Lease Agreement • July 28th, 2011 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

THIS LEASE AGREEMENT is entered into as of June 20, 2011 (the “Commencement Date”) by and between SNH/LTA SE MCCARTHY NEW BERN LLC, as landlord (“Landlord”), and FVE SE MCCARTHY NEW BERN LLC, as tenant (“Tenant”).

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among AFFILIATES INSURANCE COMPANY, FIVE STAR QUALITY CARE, INC., HOSPITALITY PROPERTIES TRUST, COMMONWEALTH REIT, SENIOR HOUSING PROPERTIES TRUST, TRAVELCENTERS OF AMERICA LLC, REIT MANAGEMENT &...
Shareholders Agreement • August 1st, 2012 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Indiana

This Amended and Restated Shareholders Agreement (this “Agreement”), dated May 21, 2012, by and among Affiliates Insurance Company, an Indiana insurance corporation (the “Company”), Five Star Quality Care, Inc., a Maryland corporation (“FVE”), Hospitality Properties Trust, a Maryland real estate investment trust (“HPT”), CommonWealth REIT, a Maryland real estate investment trust (“CWH”), Senior Housing Properties Trust, a Maryland real estate investment trust (“SNH”), TravelCenters of America LLC, a Delaware limited liability company (“TA”), Reit Management & Research LLC, a Delaware limited liability company (“RMR”), and Government Properties Income Trust, a Maryland real estate investment trust (“GOV”, and together with FVE, HPT, CWH, SNH, TA and RMR, the “Current Shareholders”), and Select Income REIT, a Maryland real estate investment trust (“SIR”, and together with the Current Shareholders, the “Shareholders”), amends and restates the Amended and Restated Shareholders Agreement (t

FIVE STAR SENIOR LIVING INC. Share Award Agreement
Share Award Agreement • February 25th, 2021 • Five Star Senior Living Inc. • Services-skilled nursing care facilities • Maryland

This Share Award Agreement (this “Agreement”) is made as of «DATE», between «NAME» (the “Recipient”) and Five Star Senior Living Inc. (the “Company”).

BETWEEN
Sale-Purchase Agreement • March 1st, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 21st, 2018 • Five Star Senior Living Inc. • Services-skilled nursing care facilities • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered March 10, 2004 (the “Effective Date”), by and between Five Star Quality Care, Inc., a Maryland Corporation (the “Company”), and Rosemary Esposito, R.N. (“Indemnitee”).

AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4), dated as of August 4, 2009, by and among
Master Lease Agreement • August 10th, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
GUARANTY AGREEMENT
Guaranty Agreement • March 2nd, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland

THIS GUARANTY AGREEMENT (this “Agreement”) is made and given as of September 1, 2008 by FIVE STAR QUALITY CARE, INC., a Maryland corporation (the “Guarantor”), for the benefit of SNH RMI FOX RIDGE MANOR PROPERTIES LLC, SNH RMI JEFFERSON MANOR PROPERTIES LLC, SNH RMI MCKAY MANOR PROPERTIES LLC, SNH RMI NORTHWOOD MANOR PROPERTIES LLC, SNH RMI OAK WOODS MANOR PROPERTIES LLC, SNH RMI PARK SQUARE MANOR PROPERTIES LLC, SNH RMI SMITH FARMS MANOR PROPERTIES LLC, and SNH RMI SYCAMORE MANOR PROPERTIES LLC, each a Maryland limited liability company (together with their respective successors and assigns, collectively, the “Landlord”).

FIVE STAR QUALITY CARE, INC. RESTRICTED SHARE AGREEMENT
Restricted Share Agreement • April 16th, 2014 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts

This Restricted Share Agreement (this “Agreement”) is made as of , , between (the “Recipient”) and Five Star Quality Care, Inc. (the “Company”).

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