0001047469-16-015983 Sample Contracts

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.

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CONSENT, STANDSTILL, REGISTRATION RIGHTS AND LOCK-UP AGREEMENT
ABP Acquisition LLC • October 6th, 2016 • 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.

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