CONSENT, STANDSTILL, REGISTRATION RIGHTS AND LOCK-UP AGREEMENTConsent, 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.
October 21, 2016Consent, Standstill, Registration Rights and Lock-Up Agreement • October 27th, 2016 • Five Star Quality Care, Inc. • Services-skilled nursing care facilities
October 21, 2016Consent, 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).
