EQUITY INTEREST PURCHASE AGREEMENT BY AND AMONGEquity Interest Purchase Agreement • February 19th, 2020 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities
THIS EQUITY INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of the 1st day of October, 2019 (the “Effective Date”), by and among (a) (i) BKD CCRC PropCo Holdco Member, LLC, a Delaware limited liability company (“PropCo Seller”), and (ii) BKD CCRC OpCo Holdco Member, LLC, a Delaware limited liability company (“OpCo Seller” and, together with PropCo Seller, “Sellers”), and (b) (i) HCP S-2014 Member LLC, a Delaware limited liability company (“PropCo Purchaser”), and (ii) S-H 2014 OpCo TRS, Inc., a Delaware corporation (“OpCo Purchaser” and, together with PropCo Purchaser, “Purchasers”), solely for the purposes of Section 4.3, Brookdale Senior Living Inc., a Delaware corporation (“Brookdale”), and, solely for purposes of Section 2.3 and Section 4.6, HCP, Inc., a Maryland corporation (“HCP ”).
AMENDED AND RESTATED MASTER TRANSACTIONS AND COOPERATION AGREEMENTMaster Transactions and Cooperation Agreement • February 19th, 2020 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware
This Amended and Restated Master Transactions and Cooperation Agreement (this "Agreement") is entered into by and between HCP, Inc. ("HCP") and Brookdale Senior Living Inc. ("BKD"; each of HCP and BKD being a "Party" and, collectively, the "Parties"), as of October 29, 2019 and effective as of October 1, 2019 (the "Effective Date"), in order to effectuate the transactions described herein.
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER TRANSACTIONS AND COOPERATION AGREEMENTMaster Transactions and Cooperation Agreement • February 19th, 2020 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities
This First Amendment to Amended and Restated Master Transactions and Cooperation Agreement (this “Amendment”) is entered into effective as of January 31, 2020 (the “Effective Date”) by and between Healthpeak Properties, Inc. (formerly known as HCP, Inc.) ("Peak") and Brookdale Senior Living Inc. (“BKD”; each of Peak and BKD being a “Party” and, collectively, the “Parties”).
AMENDMENT NO. 2 TO THE EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • February 19th, 2020 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities
This Amendment No. 2 to the Equity Interest Purchase Agreement, dated as of January 31, 2020 (this “Amendment”), is entered into by and among (a) (i) BKD CCRC PropCo Holdco Member, LLC, a Delaware limited liability company (“PropCo Seller”), and (ii) BKD CCRC OpCo Holdco Member, LLC, a Delaware limited liability company (“OpCo Seller” and, together with PropCo Seller, “Sellers”), and (b) (i) HCP S-H 2014 Member LLC, a Delaware limited liability company (“PropCo Purchaser”), and (ii) S-H 2014 OpCo TRS, Inc., a Delaware corporation (“OpCo Purchaser” and, together with PropCo Purchaser, “Purchasers”).
RESTRICTED SHARE AGREEMENT UNDER THE BROOKDALE SENIOR LIVING INC.Restricted Share Agreement • February 19th, 2020 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware
This Award Agreement (this “Agreement”), dated as of ________________ (the “Date of Grant”), is made by and between Brookdale Senior Living Inc., a Delaware corporation (the “Company”), and ________________ (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Amended and Restated Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan (as amended and/or restated from time to time, the “Plan”). Where the context permits, references to the Company shall include any successor to the Company. For purposes of this Agreement, references to the Participant’s “employment by the Company” or other similar terms shall be references to the Participant’s service as a Non-Employee Director.
AMENDMENT NO. 5 TO MASTER LEASE AND SECURITY AGREEMENT (Des Plaines Lease Combination and Bethany and Wellington Disposition)Master Lease and Security Agreement • February 19th, 2020 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Virginia
THIS AMENDMENT NO. 5 TO MASTER LEASE AND SECURITY AGREEMENT (hereinafter, this “Amendment”) is to be effective as of December 9, 2019 (the “Amendment Date”), by and between each of the entities identified on Schedule 1 as an “Existing Landlord” (individually and collectively, “Existing Landlord”) and a “New Landlord” (“New Landlord” and with Existing Landlord, “Landlord”), and each of the entities identified on Schedule 1 as “Existing Tenant” (individually and collectively, “Existing Tenant”) and a “New Tenant” (“New Tenant” and with Existing Tenant, “Tenant”).
AMENDMENT NO. 1 TO THE EQUITY INTEREST PURCHASE AGREEMENTEquity Interest Purchase Agreement • February 19th, 2020 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities
This Amendment No. 1 to the Equity Interest Purchase Agreement, dated as of October 29, 2019 (this “Amendment”), is entered into by and among (a) (i) BKD CCRC PropCo Holdco Member, LLC, a Delaware limited liability company (“PropCo Seller”), and (ii) BKD CCRC OpCo Holdco Member, LLC, a Delaware limited liability company (“OpCo Seller” and, together with PropCo Seller, “Sellers”), and (b) (i) HCP S-2014 Member LLC, a Delaware limited liability company (“PropCo Purchaser”), and (ii) S-H 2014 OpCo TRS, Inc., a Delaware corporation (“OpCo Purchaser” and, together with PropCo Purchaser, “Purchasers”).
