Stock; and
(C)
has the ability to bear the economic risks of
its prospective investment and can afford the complete loss of such investment.
(V)
SNH ACKNOWLEDGES THAT (A) IT HAS CONDUCTED
ITS OWN INVESTIGATION OF FIVE STAR AND THE TERMS OF THE FVE COMMON STOCK, (B) IT
HAS HAD ACCESS TO FIVE STAR'S PUBLIC FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION AND TO SUCH FINANCIAL AND OTHER INFORMATION AS IT DEEMS NECESSARY TO
MAKE ITS DECISION TO PURCHASE THE FVE COMMON STOCK, AND (C) HAS BEEN OFFERED THE
OPPORTUNITY TO CONDUCT SUCH REVIEW AND ANALYSIS OF THE BUSINESS, ASSETS,
CONDITION, OPERATIONS AND PROSPECTS OF FIVE STAR AND ITS SUBSIDIARIES AND TO ASK
QUESTIONS OF FIVE STAR AND RECEIVED ANSWERS THERETO, EACH AS IT DEEMED NECESSARY
IN CONNECTION WITH THE DECISION TO PURCHASE THE FVE COMMON STOCK.
SNH FURTHER
ACKNOWLEDGES THAT IT HAS HAD SUCH OPPORTUNITY TO CONSULT WITH ITS OWN COUNSEL,
FINANCIAL AND TAX ADVISORS AND OTHER PROFESSIONAL ADVISERS AS IT BELIEVES IS
SUFFICIENT FOR PURPOSES OF THE PURCHASE OF THE FVE COMMON STOCK.
(VI)
SNH UNDERSTANDS THAT FIVE STAR WILL RELY UPON
THE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATIONS, ACKNOWLEDGEMENTS AND
AGREEMENTS.
13.
ISSUANCE OF COMMON SHARES.
IT IS AGREED
THAT THE ISSUANCE OF THE FVE COMMON STOCK WILL NOT CONSTITUTE A PROHIBITED
CHANGE OF CONTROL (DEFINED IN THE TERM LOAN LEASE).
14.
LEGENDS.
SNH UNDERSTANDS AND AGREES THAT
ANY CERTIFICATE OR ACCOUNT STATEMENT REPRESENTING THE FVE COMMON STOCK SHALL
BEAR LEGENDS OR OTHER RESTRICTIONS SUBSTANTIALLY TO THE
7
FOLLOWING EFFECT (IT BEING AGREED THAT IF THE FVE COMMON STOCK IS NOT
CERTIFICATED, OTHER APPROPRIATE RESTRICTIONS SHALL BE IMPLEMENTED TO GIVE EFFECT
TO THE FOLLOWING):
(A)
"THIS SECURITY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM.
THE HOLDER OF THIS SECURITY AGREES FOR THE
BENEFIT OF THE COMPANY THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (A) IN A TRANSACTION NOT INVOLVING A PUBLIC
OFFERING, (B) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, INCLUDING RULE 144 PROMULGATED UNDER THE SECURITIES ACT
(IF AVAILABLE), OR (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (A) THROUGH (C) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.";
(B)
"THIS SECURITY IS SUBJECT TO AND MAY ONLY BE
TRANSFERRED IN ACCORDANCE WITH THE TERMS OF THE LEASE REALIGNMENT AGREEMENT,
DATED AS OF AUGUST [_], 2009, AMONG SENIOR HOUSING PROPERTIES TRUST, FIVE STAR
QUALITY CARE, INC. AND CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES, A COPY OF WHICH
IS ON FILE WITH THE SECRETARY OF FIVE STAR QUALITY CARE, INC.";
(C)
ANY LEGEND GENERALLY APPEARING ON
CERTIFICATES OR ACCOUNT STATEMENTS FOR THE COMPANY'S SHARES; AND
(D)
ANY LEGEND REQUIRED BY APPLICABLE STATE
SECURITIES LAWS.
15.