ABP Acquisition LLC Sample Contracts

CONSENT AND AMENDMENT AGREEMENT
Consent and Amendment Agreement • February 3rd, 2023 • ABP Acquisition LLC • Services-skilled nursing care facilities • Maryland

THIS CONSENT AND AMENDMENT AGREEMENT, dated as of February 2, 2023 (as amended, supplemented or restated from time to time, this “Agreement”), by and among Diversified Healthcare Trust, a Maryland real estate investment trust (“DHC”), DHC Holdings LLC, a Maryland limited liability company, ABP Trust, a Maryland statutory trust, ABP Acquisition LLC, a Maryland limited liability company and a wholly owned subsidiary of ABP Trust (“Parent”), ABP Acquisition 2 LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent (“Purchaser”), Adam D. Portnoy and, for purposes of ARTICLE V only, and otherwise acknowledged by, AlerisLife Inc., a Maryland corporation (“ALR”).

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CONSENT, STANDSTILL, REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
Consent, Standstill, Registration Rights and Lock-Up Agreement • October 6th, 2016 • ABP Acquisition LLC • Services-skilled nursing care facilities • Maryland

THIS CONSENT, STANDSTILL, REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, dated as of October 2, 2016 (as amended, supplemented or restated from time to time, this "Agreement"), by and among Five Star Quality Care, Inc., a Maryland corporation (the "Company"), ABP Trust, a Maryland statutory trust ("ABP"), ABP Acquisition LLC, a Maryland limited liability company and a wholly owned subsidiary of ABP Trust ("Purchaser"), Barry M. Portnoy and Adam D. Portnoy.

AGREEMENT OF JOINT FILING
Joint Filing Agreement • November 14th, 2016 • ABP Acquisition LLC • Services-skilled nursing care facilities

We, the undersigned, hereby express our agreement that the attached Schedule 13D relating to the shares of common stock, par value $.01 per share, of Five Star Quality Care, Inc. dated as of November 14, 2016, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

CONSENT AGREEMENT
Consent Agreement • October 6th, 2016 • ABP Acquisition LLC • Services-skilled nursing care facilities • Maryland

THIS CONSENT AGREEMENT, dated as of October 2, 2016 (as amended, supplemented or restated from time to time, this "Agreement"), by and among Senior Housing Properties Trust, a Maryland real estate investment trust ("SNH"), ABP Trust, a Maryland statutory trust ("ABP"), ABP Acquisition LLC, a Maryland limited liability company and a wholly owned subsidiary of ABP Trust ("Purchaser"), Barry M. Portnoy and Adam D. Portnoy.

AGREEMENT OF JOINT FILING
Agreement of Joint Filing • April 8th, 2019 • ABP Acquisition LLC • Services-skilled nursing care facilities

We, the undersigned, hereby express our agreement that the attached Schedule 13D/A relating to the shares of common stock, par value $.01 per share, of Five Star Senior Living Inc. dated as of April 5, 2019, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

October 21, 2016
Consent, Standstill, Registration Rights and Lock-Up Agreement • October 27th, 2016 • ABP Acquisition LLC • Services-skilled nursing care facilities

Pursuant to the Consent, Standstill, Registration Rights and Lock-Up Agreement dated October 2, 2016 (the Consent Agreement) by and among Five Star Quality Care, Inc. (FVE), and ABP Trust, ABP Acquisition LLC, Barry M. Portnoy and Adam D. Portnoy (collectively, ABP), ABP is required, at its own expense, to obtain the consent and waiver of the required lenders under FVE's credit agreement with Citibank, N.A. as Administrative Agent (Agent) prior to such time as ABP acquires (or publicly announces its intention to acquire, whichever is earlier) more than 35% of the combined voting power of all Voting Interests (as defined in such credit agreement) of FVE (the Lender Consent).

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