CONSTITUTE
ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT AND OTHER
DOCUMENTS REFERRED TO HEREIN WHICH FORM A PART HEREOF, EMBODY THE ENTIRE
AGREEMENT AND UNDERSTANDING OF THE PARTIES HERETO IN RESPECT OF THE SUBJECT
MATTER HEREOF.
THERE ARE NO RESTRICTIONS, PROMISES, WARRANTIES, COVENANTS OR
UNDERTAKINGS OTHER THAN THOSE EXPRESSLY SET FORTH OR REFERRED TO HEREIN.
THIS
AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS BETWEEN THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF.
(E)
FURTHER ASSURANCES.
FROM TIME TO TIME AFTER THE DATE HEREOF,
MURPHY AGREES TO EXECUTE AND DELIVER SUCH OTHER INSTRUMENTS AND TAKE SUCH OTHER
ACTIONS AS THE COMPANY MAY REASONABLY REQUEST IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal
as of the date first above written.
Five Star Quality Care, Inc.
By:
Name:
Title:
Francis R. Murphy III
EXHIBIT B
Restricted Share Agreement between Francis R. Murphy III and Five Star Quality
Care, Inc. dated November 19, 2007.
Restricted Share Agreement between Francis R. Murphy III and Five Star Quality
Care, Inc. dated November 24, 2008.