REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this “Agreement ” ) made August 4, 2009, between Five Star
Quality Care, Inc. (the “Company”) and Senior Housing Properties Trust (the “Shareholder”).
Pursuant to the terms of that certain Lease Realignment Agreement, dated August 4, 2009 (the
“Realignment Agreement”), among the Company, the Shareholder and certain of their respective subsidiaries, the
Company has sold and the Shareholder has acquired and holds as of the date hereof 3,200,000 shares of the
Company’s common shares, $0.01 par value (the “Shares”).
The Company has agreed to enter into this Agreement to provide the Shareholder with certain rights
relating to the registration of the Shares.
Now, therefore, the parties agree as follows:
1. DEFINITIONS. Except as otherwise noted, for all purposes of this Agreement, the following
terms shall have the respective meanings set forth in this Agreement, which meanings shall apply equally to the
singular and plural forms of the terms so defined and the words “herein,” “hereof” and “hereunder” and other
words of similar import refer to this Agreement as a whole. The following capitalized terms used herein have the
“ AAA ” is defined in Section 6.10(a).
“Agreement ” means this Agreement, as amended, restated, supplemented, or otherwise
modified from time to time.
“ Award ” is defined in Section 6.10(e).
“ Business Day ” means any day other than a Saturday, a Sunday or a day on which banks in
the City of Boston are required, permitted or authorized, by applicable law or executive order, to be closed for
regular banking business.
“ Commission ” means the United States Securities and Exchange Commission, or such successor federal
agency or agencies as may be established in lieu thereof.
“ Company ” is defined in the preamble to this Agreement.
“ Company Indemnified Party ” i