exv4w2






Exhibit 4.2




          AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of [          ], 2009 (the
“Agreement”) among AVIV REIT, INC., a Maryland corporation (including any successor entity,
the “Company”), AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited
partnership (the “Partnership”), and the INVESTORS (as herein defined).




          The Investors and the Partnership entered into a Registration Rights Agreement dated as of May
26, 2006 (the “Original Agreement”). The Company, the Partnership and the Investors deem
it to be in their respective best interests to amend and restate in its entirety the Original
Agreement to reflect the recapitalization of the Partnership to become an indirect subsidiary of
the Company and to set forth their rights in connection with public offerings and sales of common
stock, par value $0.01 per share, or other Securities of the Company.




          NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations
hereinafter set forth, the Company, the Partnership and the Investors hereby agree as follows:




          Section 1. Definitions.




          As used in this Agreement, the following terms shall have the following meanings:




          “Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common
Control with, such Person.




          “Co-Investor Shares” means any Securities held by JER Aviv Acquisition, LLC, formerly
held by Zev Karkomi (or any Affiliate, spouse, lineal descendant of Zev Karkomi or his spouse, any
brother or sister or any personal representative, estate or executor under his will or any trust
established for the benefit of any one or more of the foregoing) or any permitted successor to, or
permitted assignee or permitted transferee of either of them.




          “Commission” means the Securities and Exchange Commission or any other agency at the
time administering the Securities Act.




          “Common Stock” means the common stock, par value $0.01 per share, of the Company or
such other Securities of the Company into which such common stock may, at any time, be converted or
exchanged.




          “Control” means (including, with correlative meanings, “controlled by” and
“under common control with”), with respect to any Person, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, by contract or otherwise.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect from time to time.




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          “Governmental Entity” means any federal, state, municipal, foreign or other
government, governmental department, commission, administrative agency, board, bureau, agency or
instrumentality, or any private or public court or tribunal.




          “Initial Public Offering” means the Company’s proposed initial public offering of
Common Stock pursuant to a Registration Statement on Form S-11 (File No. 333-152039).




          “Investors” means the Persons identified on the signature pages hereto and includes
Craig Bernfield and any Affiliate, spouse, lineal descendant of Craig Bernfield or Craig
Bernfield’s spouse, any brother or sister or any personal representative, estate or executor under
the will of Craig Bernfield or any trust established for the benefit of any one or more of the
foregoing, and any permitted successor to, or permitted assignee or permitted transferee of any
such Person under Section 14 of this Agreement.




          “Major Canadian Exchange” means any of the Toronto Stock Exchange, Montreal Stock
Exchange or the Vancouver Stock Exchange, as the case may be.




          “OP Units” means partnership units of the Operating Partnership.




          “Operating Partnership” means Aviv Healthcare Properties Operating Limited
Partnership, as successor to the Partnership.




          “Other Shares” means at any time those shares of Common Stock which do not constitute
Primary Shares or Registrable Shares hereunder; provided, however, that solely for
purposes of Section 2(b)(iii)(C) and Section 3(B) hereof, the term “Other Shares”
shall specifically exclude the Co-Investor Shares.




          “Partnership Agreement” means the First Amended and Restated Agreement of Limited
Partnership of the Operating Partnership, as filed with the Securities
and Exchange Commission as Exhibit 3.3 to the Company’s Registration Statement on Form S-11 (File
No. 333-152039).




          “Person” shall be construed as broadly as possible and shall include an individual or
natural person, a partnership (including a limited liability partnership), a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint venture, an
unincorporated organization or a Governmental Entity.




          “Primary Shares” means at any time any authorized but unissued Securities of the
Company or Securities held in the treasury of the Company.




          “Redemption Limitation” has the meaning specified in Section 7(a).




          “Registrable
Shares” means (a) the shares of Common Stock held by the Investors which
constitute Restricted Shares, (b) the shares of Common Stock that, at the election of the Company,
may be issued and delivered to the Investors in connection with their
redemption of OP Units and (c) the shares of Common Stock that may be issued and delivered to the Investors pursuant
to Section 7 hereof, which shares of Common Stock referenced in the preceding clauses (b)
and (c), as the case may be, upon such issuance and delivery, would be Restricted Shares. For purposes
of clarification and not limitation, holders of OP Units shall be deemed to be holders of the
number of Registrable Shares that, at the election of the Company, may be


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issued and delivered to such holders if they were to redeem all such OP Units then
outstanding, and references to “outstanding” Registrable Shares shall be deemed to include such OP
Units that are then outstanding (it being understood that the Company shall not have any obligation
to register such OP Units under this Agreement prior to their redemption in exchange for shares of
Common Stock).




          “Restricted Shares” means shares of Common Stock held by any Investor at any time and
from time to time and any other Securities which by their terms are exercisable or exchangeable for
or convertible into shares of Common Stock which are held by such Investor. As to any particular
Restricted Shares, once issued, such Restricted Shares shall cease to be Restricted Shares when (i)
they have been registered under the Securities Act, the registration statement in connection
therewith has been declared effective and they have been disposed of pursuant to such effective
registration statement, (ii) they, together with all other Securities held by an Investor, are
eligible to be sold or distributed pursuant to Rule 144 in a single transaction by such Investor
without limitation, or (iii) they shall have ceased to be outstanding.




          “Rule 144” means Rule 144 promulgated under the Securities Act or any successor rule
thereto or any complementary rule thereto (such as Rule 144A).




          “Securities Act” means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations of the Commission thereunder, all as the same shall be in
effect from time to time.




          “Security” has the meaning given to such term under Section 2 of the Securities Act.




          Section 2. Required Registration.




          (a) At any time on or after the date on which this Agreement becomes effective, if the
Investors holding at least a majority of Registrable Shares then outstanding shall request
that the Company effect the registration of Registrable Shares under the Securities Act,
the Company shall promptly use its commercially reasonable efforts to effect the
registration under the Securities Act of such Registrable Shares.




          (b) Notwithstanding anything contained in this Section 2 to the contrary, the
Company shall not be obligated to effect any registration under the Securities Act except
in accordance with the following provisions:





     (i) The Company shall not be obligated to file and cause to become
effective more than two registration statements initiated pursuant to
Section 2(a) above on Form S-11 promulgated under the Securities Act
(or any successor form thereto).




     (ii) (A) The Company may delay the filing or effectiveness of any
registration statement for a period of up to 90 days after the date of any
request for registration pursuant to Section 2(a), if at the time of
such request: (X) the Company is engaged, or has fixed plans to engage
within 15 days of the time of such request, in a firm commitment
underwritten



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public offering of Primary Shares in which the holders of Registrable
Shares have been or will be permitted to include all the Registrable Shares
so requested to be registered pursuant to Section 3 or (Y) the
Company reasonably determines that such registration and offering would
interfere with, or require premature disclosure of, any material transaction
or material litigation involving the Company or any of its Subsidiaries;
provided, however, that the Company shall only be entitled
to invoke its rights under this Section 2(b)(ii) one time during any
twelve month period.




          (B) If the Company shall delay the filing or effectiveness of any registration
statement pursuant to Section 2(b)(ii)(A) and if the Investors requesting such
registration pursuant Section 2(a) shall within thirty calendar days after receipt
of the notice of postponement advise the Company in writing that they have determined to
withdraw such request for registration, then such request for registration shall be deemed
to be withdrawn and shall not be counted as a request for registration pursuant to
Section 2(a) hereof.




     (iii) With respect to any registration pursuant to this Section
2, the Company shall give notice of such registration to the Investors
who do not request registration hereunder and the Company may include in
such registration any Primary Shares or Other Shares; provided,
however, that, with respect to any underwritten offering, if the
managing underwriter advises the Company that the inclusion of all
Registrable Shares, Primary Shares and/or Other Shares proposed to be
included in such registration would interfere with the successful marketing
(including pricing) of the Registrable Shares proposed to be included in
such registration, then the number of Registrable Shares, Primary Shares
and/or Other Shares proposed to be included in such registration shall be
included in the following order:




          (A) first, the Registrable Shares and any Co-Investor Shares for which
registration has been requested (or, if necessary, such Registrable Shares and
Co-Investor Shares pro rata among the holders thereof based upon the number of
Registrable Shares and Co-Investor Shares requested to be registered by each such
holder);




          (B) second, the Primary Shares; and




          (C) third, the Other Shares.




     (iv) If the holders of Registrable Shares requesting to be included in
a registration pursuant to Section 2(a) so elect, the offering of
such Registrable Shares pursuant to such registration shall be in the form
of an underwritten offering. The holders of Registrable Shares requesting
such registration shall select one or more nationally recognized firms of
investment bankers reasonably acceptable to the Company to act as the



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lead managing underwriter or underwriters in connection with such
offering.




     (v) At any time before the registration statement covering such
Registrable Shares becomes effective, the holders of a majority of such
 shares may request the Company to withdraw or not to file the registration
statement. In that event, unless such request of withdrawal was made
pursuant to Section 2(b)(ii)(B) or caused by, or made in response
to, a material adverse effect or a similar event related to the business,
properties, condition, or operations of the Company not known (without
imputing the knowledge of any other Person to such holder) by the holders
initiating such request at the time their request was made, or other
material facts not known to such holders at the time their request was made,
the holders shall be deemed to have used one of their registration rights
under Section 2(a).



          Section 3. Piggyback Registration.




          If the Company at any time proposes for any reason to register Primary Shares or Other Shares
(including for the avoidance of doubt a registration of Co-Investor Shares) under the Securities
Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor
forms thereto)), it shall give written notice to the Investors of its intention to so register such
Primary Shares or Other Shares at least 30 days before the initial filing of the registration
statement related thereto and, upon the request, delivered to the Company within 20 days after
delivery of any such notice by the Company, of the Investors to include in such registration
Registrable Shares (which request shall specify the number of Registrable Shares proposed to be
included in such registration), the Company shall use its commercially reasonable efforts to cause
all such Registrable Shares to be included in such registration on the same terms and conditions as
the Securities otherwise being sold in such registration; provided, however, that
if the managing underwriter advises the Company that the inclusion of all Registrable Shares
requested to be included in such registration would interfere with the successful marketing
(including pricing) of the Primary Shares or Other Shares proposed to be registered by the Company,
then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in
such registration shall be included in the following order:





          (A) first, the Primary Shares;




          (B) second, the Registrable Shares and any Co-Investor Shares for which
registration has been requested (or, if necessary, such Registrable Shares and
Co-Investor Shares pro rata among the holders thereof based upon the number of
Registrable Shares and Co-Investor Shares requested to be registered by each such
holder); and




          (C) third, the Other Shares.



          Section 4. Registrations on Form S-3.




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          Anything contained in Section 2 to the contrary notwithstanding, at such time as the
Company shall have qualified for the use of 
Form S-3 promulgated under the Securities Act or any
successor form thereto, the holders of Registrable Shares shall have the right to request an
unlimited number of registrations of Registrable Shares on Form S-3 (which may, at such holders’
request, be shelf registrations pursuant to Rule 415 promulgated under the Securities Act) or its
successor form, which request or requests shall (i) specify the number of Registrable Shares
intended to be sold or disposed of and the holders thereof, (ii) state whether the intended method
of disposition of such Registrable Shares is an underwritten offering or a shelf registration and
(iii) relate to Registrable Shares having an aggregate offering price of at least $1,000,000. A
requested registration on Form S-3 (or its successor form) in compliance with this Section
4 shall not count as a registration statement initiated pursuant to Section 2(a) but
shall otherwise be treated as a registration initiated pursuant to Section 2(b)(ii),
(iii), (iv) and (v). The effectiveness of any shelf registration pursuant
to Rule 415 or any similar rule or provision shall be maintained for a continuous period of not
less than 18 months, except as otherwise agreed by holders holding a majority of the Registrable
Shares included in such registration statement.



          Section 5. Holdback Agreement.



          Upon the effectiveness of this Agreement, each Investor agrees that he, she or it, shall not
sell publicly, make any short sale of, or otherwise dispose publicly of, any Restricted Shares
(other than sales or dispositions to its Affiliates and other than with respect to those Securities
included in such registration) without the prior written consent of the Company, for a period (the
“Lockup Period”) designated by the Company in writing to the Investors, which period shall
not last more than 180 days after the date on which this Agreement becomes effective;
provided, however, that (i) each holder of Co-Investor Shares must agree to a
Lockup Period of at least the same duration and on substantially similar terms, and (ii) all
parties subject to a Lockup Period shall only be released early from their obligations thereunder
on a pro rata basis.



          Section 6. Preparation and Filing.



          If and whenever the Company is under an obligation pursuant to the provisions of this
Agreement to effect the registration of any Registrable Shares, the Company shall, as expeditiously
as practicable:



          (a) use its commercially reasonable efforts to cause a registration statement that
registers such Registrable Shares to become and remain effective for a period of one year
or until all of such Registrable Shares have been disposed of (if earlier);



          (b) furnish, at least ten business days before filing a registration statement that
registers such Registrable Shares, a prospectus relating thereto or any amendments or
supplements relating to such a registration statement or prospectus, to one counsel
selected by the holders of Registrable Shares requesting such registration (the
“Investors’ Counsel”), copies of all such documents proposed to be filed (it being
understood that such ten-business-day period need not apply to successive drafts of the
same document proposed to be filed so long as such successive drafts are supplied to the



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Investors’ Counsel in advance of the proposed filing by a period of time that is
customary and reasonable under the circumstances);



          (c) prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be necessary
to keep such registration statement effective for a period of one year or until all of such
Registrable Shares have been disposed of (if earlier) and to comply with the provisions of
the Securities Act with respect to the sale or other disposition of such Registrable
Shares;



          (d) notify in writing the Investors’ Counsel of the receipt by the Company of any
notification with respect to (i) any comments by the Commission with respect to such
registration statement or prospectus or any amendment or supplement thereto or any request
by the Commission for the amending or supplementing thereof or for additional information
with respect thereto, (ii) the issuance by the Commission of any stop order suspending the
effectiveness of such registration statement or prospectus or any amendment or supplement
thereto or the initiation or threatening of any proceeding for that purpose and (iii) the
suspension of the qualification of such Registrable Shares for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purposes;



          (e) use its commercially reasonable efforts to register or qualify such Registrable
Shares under such other securities or blue sky laws of such jurisdictions as the holders of
Registrable Shares reasonably request and do any and all other acts and things which may be
reasonably necessary or advisable to enable the Investors to consummate the disposition in
such jurisdictions of the Registrable Shares owned by the Investors; provided,
however, that the Company will not be required to qualify generally to do business,
subject itself to general taxation or consent to general service of process in any
jurisdiction where it would not otherwise be required to do so but for this paragraph (e);



          (f) furnish to the Investors such number of copies of a summary prospectus, if any, or
other prospectus, including a preliminary prospectus, in conformity with the requirements
of the Securities Act, and such other documents as such Investors may reasonably request in
order to facilitate the public sale or other disposition of such Registrable Shares;



          (g) without limiting subsection (e) above, use its commercially reasonable efforts to
cause such Registrable Shares to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and operations of the
Company to enable the Investors holding such Registrable Shares to consummate the
disposition of such Registrable Shares;



          (h) notify the Investors holding such Registrable Shares on a timely basis at any time
when a prospectus relating to such Registrable Shares or any document related thereto
includes an untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not



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misleading in light of the circumstances then existing and, at the request of the
Investors prepare and furnish to such Investors a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the offerees of such shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances
then existing;



          (i) make available upon reasonable notice and during normal business hours, for
inspection by the Investors holding such Registrable Shares, any underwriter participating
in any disposition pursuant to such registration statement and any attorney, accountant or
other agent retained by the Investors or underwriter (collectively, the
“Inspectors”), all pertinent financial and other records, pertinent documents and
properties of the Company (collectively, the “Records”), as shall be reasonably
necessary to enable them to exercise their due diligence responsibility, and cause the
Company’s officers, directors and employees to supply all information (together with the
Records, the “Information”) reasonably requested by any such Inspector in
connection with such registration statement. Any of the Information which the Company
determines in good faith to be confidential, and of which determination the Inspectors are
so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such
Information is necessary to avoid or correct a material misstatement or omission in the
registration statement, (ii) the release of such Information is ordered pursuant to a
subpoena or other order from a court or governmental agency or authority of competent
jurisdiction, (iii) such Information has been made generally available to the public
through no breach of the nondisclosure obligations of the Inspectors or their Affiliates or
(iv) such disclosure is required to be made under applicable law;



          (j) use its commercially reasonable efforts to obtain from its independent certified
public accountants “cold comfort” letters in customary form and at customary times and
covering matters of the type customarily covered by cold comfort letters;



          (k) use its commercially reasonable efforts to obtain from its counsel an opinion or
opinions in customary form;



          (l) provide a transfer agent and registrar (which may be the same entity and which may
be the Company) for such Registrable Shares;



          (m) promptly issue to any underwriter to which the Investors holding such Registrable
Shares may sell shares in such offering certificates evidencing such Registrable Shares;



          (n) list such Registrable Shares on any national securities exchange (including the
New York Stock Exchange, the Nasdaq Stock Market or the American Stock Exchange) or a Major
Canadian Exchange;



          (o) otherwise use its commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission and make available to its



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securityholders, as soon as reasonably practicable, earnings statements covering a
period of 12 months beginning within three months after the effective date of the subject
registration statement; and



          (p) otherwise use its commercially reasonable efforts to take all other steps
necessary to effect the registration of such Registrable Shares contemplated hereby.



          Each holder of the Registrable Shares, upon receipt of any notice from the Company of any
event of the kind described in Section 6(h) hereof, shall forthwith discontinue disposition
of the Registrable Shares pursuant to the registration statement covering such Registrable Shares
until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by
Section 6(h) hereof, and, if so directed by the Company, such holder shall deliver to the
Company all copies, other than permanent file copies then in such holder’s possession, of the
prospectus covering such Registrable Shares at the time of receipt of such notice.



          Section 7. Purchase of OP Units.



          (a) The Company’s obligations to facilitate the registration of Registrable Shares
hereunder shall apply notwithstanding clause (ii) of the first sentence of Section 8.6(f) of the Partnership
Agreement (the
“Redemption Limitation”). If Registrable Shares are eligible to be sold pursuant
to a registration statement filed hereunder notwithstanding the
Redemption Limitation, the
Company shall facilitate such sale by acquiring the underlying OP Units and exchanging such
OP Units for shares of Common Stock pursuant to Section 7(b) hereof.



          (b) If an Investor shall have requested the registration of Registrable Shares
pursuant to Section 2 or 3 hereof and the Company shall be obligated to
facilitate the sale of such Registrable Shares by exchanging OP Units for shares of Common
Stock pursuant to Section 7(a) hereof, the settlement date for such exchange shall
be such date as the Investor may reasonably request and the number of shares of Common
Stock to be exchanged shall equal the REIT Shares Amount as determined pursuant to Section
8.6(b) of the Partnership Agreement, mutatis mutandis, with
the settlement date or dates reasonably requested by the
Investor from time to time pursuant hereto considered the Specified Redemption Date (as defined in the
Partnership Agreement) for purposes of such determination.



          Section 8. Expenses.



          All expenses incurred by the Company and the Investors in complying with their obligations
pursuant to this Agreement and in connection with the registration and disposition of Registrable
Shares, including, without limitation, all registration and filing fees (including all expenses
incident to filing with the Financial Industry Regulatory Authority), reasonable fees and expenses
of complying with securities and blue sky laws, printing expenses, fees and expenses of the
Company’s counsel and accountants and fees and expenses of the Investors’



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Counsel shall be paid by the Company; provided, however, that all underwriting
discounts, selling commissions applicable to the Registrable Shares, Primary Shares and Other
Shares shall be borne by the holders selling such Registrable Shares, Primary Shares and Other
Shares, in proportion to the number of Registrable Shares, Primary Shares and Other Shares sold by
each such holder.



          Section 9. Indemnification.



          (a) In connection with any registration of any Registrable Shares under the Securities
Act pursuant to this Agreement, the Company shall indemnify and hold harmless each holder
of Registrable Shares, each of such holder’s officers, directors, employees, members,
partners, and advisors and their respective Affiliates, each underwriter, broker or any
other person acting on behalf of any holder of Registrable Shares and each other Person, if
any, who controls any of the foregoing Persons within the meaning of the Securities Act
against any losses, claims, damages, liabilities, or actions joint or several (or actions
in respect thereof), to which any of the foregoing persons may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement or allegedly
untrue statement of a material fact contained in the registration statement under which
such Registrable Shares were registered under the Securities Act, any preliminary
prospectus or final prospectus contained therein or otherwise filed with the Commission or
any free writing prospectus that the Company has filed, or is required to file, pursuant to
Rule 433(d) of the Securities Act, or, in any case, any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not
misleading or, with respect to any prospectus, necessary to make the statements therein in
light of the circumstances under which they were made not misleading, or any violation by
the Company of the Securities Act or state securities or blue sky laws applicable to the
Company or relating to action or inaction required of the Company in connection with such
registration or qualification under such state securities or blue sky laws; and shall
reimburse such Persons for any legal or other expenses reasonably incurred by any of them
in connection with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, liability or action (including any
legal or other expenses incurred) arises out of or is based upon an untrue statement or
allegedly untrue statement or omission or alleged omission made in said registration
statement, preliminary prospectus, final prospectus, amendment, supplement or document
incident to registration or qualification of any Registrable Shares in reliance upon and in
conformity with written information furnished to the Company by the holders of Registrable
Shares (with respect to which such indemnity is sought) specifically for use in the
preparation thereof.



          (b) In connection with any registration of Registrable Shares under the Securities Act
pursuant to this Agreement, each holder of Registrable Shares shall severally (based on the
percentage of all Registrable Shares, Primary Shares and Other Shares included in such
registration that were owned by such holder) and not jointly and severally indemnify and
hold harmless (in the same manner and to the same extent as set



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forth in Section 9(a)) the Company, each director and officer of the Company
who shall sign such registration statement, each underwriter, broker or other person acting
on behalf of the holders of Registrable Shares and each person who controls any of the
foregoing persons within the meaning of the Securities Act with respect to any statement or
omission from such registration statement, any preliminary prospectus or final prospectus
contained therein or otherwise filed with the Commission or any free writing prospectus
that the Company has filed, or is required to file, pursuant to Rule 433(d) of the
Securities Act, or, in any case, any amendment or supplement thereto or any document
incident to registration or qualification of any Registrable Shares, if such statement or
omission was made in reliance upon and in conformity with written information furnished to
the Company or such underwriter by such holder of Registrable Shares specifically for use
in connection with the preparation of such registration statement, preliminary prospectus,
final prospectus, amendment, supplement or document; provided, however,
that the maximum amount of liability in respect of such indemnification shall be limited,
in the case of each holder of Registrable Shares, to an amount equal to the net proceeds
actually received by such holder from the sale of Registrable Shares effected pursuant to
such registration.



          (c) Promptly after receipt by an indemnified party of notice of the commencement of
any action involving a claim referred to in this Section 9, such indemnified party
will, if a claim in respect thereof is made against an indemnifying party, give written
notice to the latter of the commencement of such action. The failure of any indemnified
party to notify an indemnifying party of any such action shall not (unless such failure
shall have a material adverse effect on the indemnifying party) relieve the indemnifying
party from any liability in respect of such action that it may have to such indemnified
party hereunder. In case any such action is brought against an indemnified party, the
indemnifying party will be entitled to participate in and to assume the defense thereof,
jointly with any other indemnifying party similarly notified to the extent that it may
wish, with counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be responsible for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense thereof;
provided, however, that if any indemnified party shall have reasonably
concluded that there may be one or more legal or equitable defenses available to such
indemnified party which are additional to or conflict with those available to the
indemnifying party, or that such claim or litigation involves or could have an effect upon
matters beyond the scope of the indemnity agreement provided hereunder, the indemnifying
party shall not have the right to assume the defense of such action on behalf of such
indemnified party (but shall have the right to participate therein with counsel of its
choice) and such indemnifying party shall reimburse such indemnified party and any Person
controlling such indemnified party for that portion of the fees and expenses of any counsel
retained by the indemnified party which is reasonably related to the matters covered by the
indemnity agreement provided hereunder. If the indemnifying party is not entitled to, or
elects not to, assume the defense of a claim, it will not be obligated to pay the fees and
expenses of more than one counsel with respect to such claim.



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          (d) If the indemnification provided for hereunder is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss, claim,
damage, liability or action referred to herein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amounts paid or
payable by such indemnified party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in connection
with the statements or omissions which resulted in such loss, claim, damage, liability or
action as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by
the indemnifying party or by the indemnified party and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or
omission. The parties agree that it would not be just and equitable if contribution
pursuant hereto were determined by pro rata allocation or by any other
method or allocation which does not take account of the equitable considerations referred
to herein. No person guilty or liable of fraudulent misrepresentation shall be entitled to
contribution from any person.



          Section 10. Investors’ Obligations.



          It shall be a condition precedent to the obligations of the Company to take any action
pursuant to this Agreement with respect to the Registrable Shares of any Investor that such
Investor shall:



          (a) Furnish to the Company such written information regarding such Investor and the
distribution proposed by such Investor as the Company may reasonably request in writing and
as shall be reasonably required in connection with any registration referred to in this
Agreement and shall cooperate with the Company in preparing such registration; and



          (b) Agree, with respect to a particular offering, to sell their Registrable Shares to
the underwriters at the same price and on substantially the same terms and conditions as
the Company or the other Persons on whose behalf the registration statement was being filed
have agreed to sell their Securities.



          Section 11. Exchange Act Compliance.



          From the date on which this Agreement becomes effective, the Company shall comply with all of
the reporting requirements of the Exchange Act applicable to it and shall comply with all other
public information reporting requirements of the Commission which are conditions to the
availability of Rule 144. The Company shall reasonably cooperate with the Investors in supplying
such information as may be reasonably necessary for the Investors to complete and file any
information reporting forms presently or hereafter required by the Commission as a condition to the
availability of Rule 144.



          Section 12. No Conflict of Rights; Future Rights.



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          (a) Except as set forth in Section 3 hereof in respect of Co-Investor Shares, the
Company shall not, after the date hereof, grant any registration rights which conflict with or
impair the rights granted to the Investors hereby. Except as set forth in Section 3 hereof
in respect of Co-Investor Shares, if at any time following the date hereof, the Company shall grant
to any present or future securityholder of the Company rights to in any manner cause or participate
in any registration statement of the Company that, in the judgment of the Investors, are superior
to or conflict with the rights granted to the Investors hereby such grant shall be null, void and
ultra vires. Notwithstanding anything to the contrary contained in this Section 12, the
Company may provide registration rights to the holders of the Co-Investor Shares that are
substantially similar to the rights provided herein to the Investors.



          (b) As of the date of this Agreement, no Person other than the Investors has rights, and no
Person other than the Investors is the beneficiary of any agreement, understanding or arrangement
with respect to the provision of rights by the Company, with respect to the registration under
federal or state securities laws of the issuance or sale of the Common Stock or other securities of
the Company, the Operating Partnership or any other Affiliate of the Company, except that the
holders of any Co-Investor Shares have and will continue to have substantially similar registration
rights.



          Section 13. Termination.



          This Agreement shall terminate and be of no further force or effect upon the date at which
there shall no longer be any Registrable Shares, including any Registrable Shares that may, at the
election of the Company, be issued and delivered to the Investors in connection with the redemption
of OP Units, outstanding.



          Section 14. Benefits of Agreement; Third Party
Beneficiaries.



          Except as provided herein, this Agreement shall bind and inure to the benefit of the Company,
the Investors and subject to Section 15, the respective successors and assigns of the
Company and the Investors. The managing underwriter(s) in connection with the Initial Public
Offering are intended third party beneficiaries of the agreements of the Persons contained in
Section 5.



          Section 15. Assignment.



          Each Investor may assign its rights hereunder to any purchaser or transferee of Registrable
Shares; provided, however, that such purchaser or transferee shall, as a condition
to the effectiveness of such assignment, be required to execute a counterpart to this Agreement
agreeing to be treated as an Investor whereupon such purchaser or transferee shall have the
benefits of, and shall be subject to the restrictions contained in, this Agreement as if such
purchaser or transferee was originally included in the definition of an Investor herein and had
originally been a party hereto. The Company may not assign any rights hereunder without the
consent of the Investors, except by operation of Law.



          Section 16. Entire Agreement; Amendment and Restatement; Effectiveness.



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          This Agreement, and the other writings referred to herein or delivered pursuant hereto,
contain the entire agreement among the parties hereto with respect to the subject matter hereof and
supersede all prior and contemporaneous arrangements or understandings with respect thereto,
including the Original Agreement, and shall become effective immediately upon the consummation of
the Initial Public Offering (after which time the Partnership shall have no further obligations
under this Agreement or the Original Agreement).



          Section 17. Notices.



          All notices, requests, consents and other communications hereunder to any party shall be
deemed to be sufficient if contained in a written instrument delivered in person or sent by
facsimile, electronic mail nationally-recognized overnight courier or first class registered or
certified mail, return receipt requested, postage prepaid, addressed to such party at the address
set forth below or such other address as may hereafter be designated in writing by such party to
the other parties:




	 	(i)	 	if to the Company or the Partnership, to:
	 
	 	 	 	Aviv REIT, Inc.

303 West Madison Street, Suite 2400

Chicago, IL 60606

Attn: Sam Kovitz

Telephone: 312-855-0930

Facsimile: 312-855-1684

Email: skovitz@avivam.com
	 
	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	Sidley Austin LLP

One South Dearborn

Chicago, IL 60603

Attention: Steve Sutherland

Telephone: 312-853-7000

Facsimile: 312-853-7036

E-mail: ssutherland@sidley.com; and
	 
	 	(ii)	 	to Investor:
	 
	 	 	 	[Contact information to be provided]





          All such notices, requests, consents and other communications shall be deemed to have been
delivered (a) in the case of personal delivery or delivery by facsimile or electronic mail, on the
date of such delivery assuming such date is a business day, and if such date is not a business day
on the date that is the business day immediately subsequent to such date, (b) in the case of
dispatch by nationally-recognized overnight courier, on the next business day following such
dispatch and (c) in the case of mailing, on the third business day after the posting thereof.



          Section 18. Modifications; Amendments; Waivers.



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          The terms and provisions of this Agreement may not be modified or amended except pursuant to a
writing signed by the Company, and by the Investors holding at least a majority of all Registrable
Shares then outstanding. Any waiver of any provision of this Agreement requested by any party
hereto must be granted in advance, in writing by the party granting such waiver; provided,
however, that the holders of a majority of all then outstanding Registrable Shares may
grant a waiver on behalf of all Investors.



          Section 19. Counterparts; Facsimile Signatures.



          This Agreement may be executed in any number of original or facsimile counterparts, and each
such counterpart hereof shall be deemed to be an original instrument, but all such counterparts
together shall constitute but one agreement.



          Section 20. Headings.



          The headings of the various sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be a part of this Agreement.



          Section 21. Governing Law; Consent to Jurisdiction and Venue;
 Waiver of Jury Trial.



          This Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to any law or rule that would cause the laws of any jurisdiction
other than the State of New York to be applied.



          EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.



          Section 22. Severability.



          It is the desire and intent of the parties that the provisions of this Agreement be enforced
to the fullest extent permissible under the law and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, in the event that any provision of this Agreement would
be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such
provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such provision in any
other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn
so as not be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other jurisdiction.



* * * *




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          IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Registration
Rights Agreement on the date first written above.




	 	 	 	 	 
	 	AVIV REIT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Craig M. Bernfield 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP

 	 
	 	By:  	Aviv Healthcare, L.L.C., its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Craig M. Bernfield 	 
	 	 	Title:  	Manager 	 
	 
	 	INVESTORS:

 	 
	 	
 	 
	 	CRAIG M. BERNFIELD