0000898822-10-000040 Sample Contracts

SECOND AMENDMENT TO THE RIGHTS AGREEMENT
The Rights Agreement • January 27th, 2010 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware

This SECOND AMENDMENT TO THE RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of January 27, 2010, between Sunrise Senior Living, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”). Except as otherwise provided herein, all capitalized terms used in this Amendment and not defined herein shall have the meanings ascribed thereto in the Rights Agreement.

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