EXHIBIT 10.5 PLEDGE AGREEMENT PLEDGE AGREEMENT dated as of October 24, 2002 among FIVE STAR QUALITY CARE TRUST and FIVE STAR QUALITY CARE HOLDINGS CO., INC. (each, together with its successors and assigns, a "Grantor" and, collectively, the...Pledge Agreement • November 14th, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
EXHIBIT 10.3 LOAN AND SECURITY AGREEMENT Dated as of October 24, 2002Loan and Security Agreement • November 14th, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
FORM OF UNDERWRITING AGREEMENT FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 29th, 2004 • 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
EXHIBIT 10.22 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is entered into as of this 25th day of October, 2002, by and among (i) each of the parties identified on the signature page hereof as the Subtenants (collectively, the...Security Agreement • March 27th, 2003 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
GUARANTYGuaranty • November 14th, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities
EXHIBIT 2.6 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 29th, 2004 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
EXHIBIT 10.21 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is entered into as of this 25th day of October, 2002, by FVE-CHS LLC, a Delaware limited liability company, (the "Tenant"), and SNH CHS Properties Trust, a Maryland real...Security Agreement • March 27th, 2003 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
Common Stock FORM OFUnderwriting Agreement • March 20th, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
ANDLease Agreement • November 12th, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
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
EXHIBIT 2.2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made and entered into as of October 25, 2002 by and among Constellation Health Services, Inc., a Maryland corporation...Purchase and Sale Agreement • November 12th, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities
FORM OFSecurity Agreement • December 5th, 2001 • 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, 2004Rights 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.
AS LANDLORD, ANDLease Agreement • November 29th, 2004 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
FIVE STAR QUALITY CARE, INC. TO _________________ _________________ Indenture Dated as of ______________________, 20__ _________________ Junior Subordinated Debt Securities _________________Indenture • January 27th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
AS LANDLORD, ANDLease Agreement • November 29th, 2004 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
FORM OF AGREEMENT OF MERGERMerger Agreement • December 5th, 2001 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Delaware
FORM OFTransaction Agreement • December 5th, 2001 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
FIVE STAR QUALITY CARE, INC. TO _________________ _________________ Indenture Dated as of ______________________, 20__ _________________ Senior Debt Securities _________________Indenture • January 27th, 2005 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
Five Star Quality Care, Inc. 10,000,000 Shares Common Stock UNDERWRITING AGREEMENTUnderwriting 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.
Common StockUnderwriting Agreement • December 8th, 2004 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
FORM OF POOLING AGREEMENTPooling Agreement • December 5th, 2001 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland
EXHIBIT 10.2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 21st, 2001 • Five Star Quality Care Inc • Maryland
FIVE STAR SENIOR LIVING INC. FORM OF [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENTIndemnification 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”).
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
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
Exhibit 10.3 SHARED SERVICES AGREEMENT THIS SHARED SERVICES AGREEMENT (this "Agreement") is made and entered into as of January 2, 2002, by and between Five Star Quality Care, Inc., a Maryland corporation (the "Company"), and REIT Management &...Shared Services Agreement • March 1st, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
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 TENANTLease 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”).
INDEMNIFICATION AGREEMENTIndemnification 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”).
BETWEENSale-Purchase Agreement • March 1st, 2002 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
FIVE STAR SENIOR LIVING INC. Share Award AgreementShare 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”).
EXHIBIT 10.19 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this "Agreement") is made and given as of October 25, 2002 by FIVE STAR QUALITY CARE-MD, LLC, FIVE STAR QUALITY CARE-NC, LLC, and FIVE STAR QUALITY CARE-VA, LLC, each a Delaware limited...Guaranty Agreement • March 27th, 2003 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Maryland
AMENDED AND RESTATED MASTER LEASE AGREEMENT (LEASE NO. 4), dated as of August 4, 2009, by and amongMaster Lease Agreement • August 10th, 2009 • Five Star Quality Care Inc • Services-skilled nursing care facilities • Massachusetts
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
