JOINT FILING AGREEMENTJoint Filing Agreement • March 26th, 2024 • Conversant GP Holdings LLC • Services-nursing & personal care facilities
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock and Preferred Stock of Sonida Senior Living, Inc., and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this agreement expressly authorizes each other party of this agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
AMENDED AND RESTATED EQUITY COMMITMENT AGREEMENT BY AND AMONG SONIDA SENIOR LIVING INC., CONVERSANT DALLAS PARKWAY (A) LP AND CONVERSANT DALLAS PARKWAY (B) LP DATED AS OF SEPTEMBER 29, 2023Equity Commitment Agreement • November 6th, 2023 • Conversant GP Holdings LLC • Services-nursing & personal care facilities • Delaware
AMENDED AND RESTATED EQUITY COMMITMENT AGREEMENT (this “Agreement”), dated as of September 29, 2023 (“Effective Date”), by and among Sonida Senior Living, Inc., a Delaware corporation (the “Company”), Conversant Dallas Parkway (A) LP, a Delaware limited partnership (“Investor A”) and Conversant Dallas Parkway (B) LP, a Delaware limited partnership (“Investor B”, and together with Investor A, “Investors”). Capitalized terms used in this Agreement have the meaning set forth in Section 6.1, unless defined elsewhere herein.
PARTIAL ASSIGNMENT AND ASSUMPTION OF SECURITIES PURCHASE AGREEMENTPartial Assignment and Assumption of Securities Purchase Agreement • March 26th, 2024 • Conversant GP Holdings LLC • Services-nursing & personal care facilities • Delaware
This PARTIAL ASSIGNMENT AND ASSUMPTION OF SECURITIES PURCHASE AGREEMENT (this “Assignment Agreement”) is entered into as of March 21, 2024, by and among Conversant Dallas Parkway (A) LP, a Delaware limited Partnership (“Conversant A”), Conversant Dallas Parkway (B) LP, a Delaware limited Partnership (“Conversant B”, and together with Conversant A, collectively, the “Assignors” and each an “Assignor”), and Conversant Dallas Parkway (D) LP, a Delaware limited Partnership (“Assignee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Securities Purchase Agreement, dated as of February 1, 2024 (as it may be amended in accordance with its terms, the “Securities Purchase Agreement”), by and among Sonida Senior Living Inc., a Delaware corporation (“Seller”) and each of the purchasers, severally and not jointly, listed on Annex A thereto, including the Assignors (collectively, the “Purchasers”).
JOINDER AGREEMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2024 • Conversant GP Holdings LLC • Services-nursing & personal care facilities • Delaware
Reference is made to that certain Securities Purchase Agreement, dated as of February 1, 2024 (the “SPA”), by and among Sonida Senior Living, Inc., a Delaware corporation (the “Company”), and each of the purchasers, severally and not jointly, listed on Annex A thereto (collectively, the “Purchasers”). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the SPA.
