Letter Agreement dated as of July 26, 2020 by and between the Company and Ventas

Skadden, Arps, Slate, Meagher & Flom LLP

$45,000,000.00    Date: July 26, 2020

1.FOR VALUE RECEIVED, BROOKDALE SENIOR LIVING, INC., a Delaware corporation (“Borrower”) promises to pay to VENTAS, INC., a Delaware corporation, and its successors and assigns (“Holder”), by wire transfer in accordance with Section 4 below, in lawful money of the United States, the principal sum of Forty Five Million and 00/100 Dollars ($45,000,000.00) with interest on the principal balance from time to time remaining unpaid from the date hereof (the “Funding Date”) until paid, at the per annum rate (the “Note Rate”) of (i) 9.0% for the period from and including the Funding Date through and including July 25, 2021, (ii) 9.5% for the period from and including July 26, 2021, through and including July 25, 2022, (iii) 10.0% for the period from and including July 26, 2022, through and including July 25, 2023, (iv) 10.5% for the period from and including July 26, 2023, through and including July 25, 2024, (v) 11.0% for the period from and including July 26, 2024, through and including July 25, 2025, and (vi) 11.5% for the period from and including July 26, 2025, through and including the Maturity Date (as hereinafter defined). Interest shall be computed based on a 360-day year of twelve 30-day months.

2.Accrued interest shall be payable in arrears at the applicable Note Rate on the first day of each calendar month and continuing likewise thereafter. On the earlier of (i) December 31, 2025, and (ii) the occurrence of a Change of Control (as defined in the Amended and Restated Guaranty (as it may be further amended, modified, amended, modified, amended and restated or divided from time to time in accordance with the terms thereof), dated as of the Funding Date, by and among Brookdale Senior Living Inc., Ventas, Inc., and the other parties thereto), the entire indebtedness evidenced by this Note, including all unpaid principal and all accrued, unpaid interest, shall be immediately due and payable (the “Maturity Date”).

3.Each payment under this Note shall be credited first to any expense reimbursements due under this Note, then to accrued and unpaid interest, and the remainder to principal. Interest shall cease to accrue upon the principal so credited.

4.Until directed otherwise in writing by Holder, all payments under this Note shall be made by Borrower by wire transfer in immediately available funds to Holder’s account as Holder shall designate in advance. No payment due under this Note shall be deemed paid unless and until Holder has actually received confirmed good funds by electronic funds transfer in Holder’s receiving bank account, except that any taxes that are required to withheld from such payment shall be treated for all purposes as paid to Holder if such taxes are withheld and paid to the appropriate taxing authority. The parties agree that: (a) any payment due on a day other than a Business Day (as hereinafter defined) may be paid on the next Business Day, and (b) any payment received by Holder after 3:00 p.m. Central time on any Business Day shall be deemed paid on the next Business Day. The term “Business Day” as used herein shall mean a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Chicago, Illinois are authorized by law to be closed. All payments under this Note shall be made

without setoff, defense, counterclaim or deduction of any kind, except for taxes required to be withheld by law.

5.While any Event of Default exists, any principal and (to the maximum extent permitted by applicable law) any interest and other amounts payable under this Note that, in each case, are then overdue shall bear interest at the Note Rate plus two percent (2.0%) per annum (the “Default Rate”) from such date until such amounts are paid in full. Considering all of the circumstances on the date of this Note, such interest represents a fair and reasonable estimate of the costs and expenses that will result from the loss of use of the money due. The parties further agree that proof of actual damages would be costly or inconvenient. Interest at the Default Rate shall be paid without prejudice to the right of Holder to collect any other amounts due or to declare a default under this Note or to exercise any other rights or remedies of Holder. If the Default Rate provided for herein exceeds the maximum interest rate permitted by applicable law, the Default Rate shall be automatically reduced to the maximum interest rate permitted by applicable law.

6.The following shall be “Events of Default”:

If an Event of Default (other than an Event of Default specified in clause (c) or (d) above) occurs and is continuing, then and in every such case the Holder may declare the principal of, and all accrued and unpaid interest under and all other amounts accrued or owing under this Note to be due and payable immediately, by a notice in writing to the Borrower, and upon any such declaration such principal and interest and other amounts shall become due and payable immediately. If an Event of Default specified in clause (c) or (d) above occurs, the principal of and all accrued and unpaid interest under and all other amounts accrued or owing under this Note shall ipso facto become and be immediately due and payable in cash without any declaration or other act on the part of the Holder.

For purposes of this Note, (a) “Acceleration Date” shall mean the date of any acceleration under this paragraph, (b) “Indebtedness” shall mean, as to any Person at any particular time, all of the following, whether or not included as indebtedness or liabilities in accordance with US GAAP: (i) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (ii) the maximum amount of all reimbursement obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (iii) net obligations of such Person under any hedging, swap or other derivative transaction of any kind (valued, if such transaction has been closed out and

termination values determined in connection therewith on or prior to the date of determination, at such termination values, or otherwise at the mark-to-market value of such transaction as of the date of determination); (iv) all obligations of such Person to pay the deferred purchase price of property or services (other than (x) trade accounts payable in the ordinary course of business and (y) earnouts (except to the extent required to be reflected on a balance sheet of such Person in accordance with US GAAP and not paid when due)); (v) indebtedness (excluding prepaid interest thereon) secured by a lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (vi) all obligations of such Person in respect of any leases that have been or should be, in accordance with US GAAP, recorded as capitalized or finance leases; and (vii) all guarantees (or other obligations having the effect of guarantees) of such Person in respect of any of the foregoing (it being understood for all purposes hereof that the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person); provided that (x) the adoption of ASU 2016-02 shall be ignored for purposes of this definition and the definition of “Indebtedness” such that clause (vi) of the definition of “Indebtedness” shall specifically exclude any operating lease liabilities (regardless of whether such operating leases were in effect on the date ASU 2016-02 was adopted or were entered into thereafter or after the Funding Date) under US GAAP as in effect immediately prior to the adoption of ASU 2016-02, and (y) if at any time the obligations of any Person in respect of an operating lease are otherwise required to be characterized or recharacterized as capitalized or finance lease obligations as a result of a change in US GAAP after the date of this Note, then for purposes hereof such Person’s obligations under such operating lease shall not, notwithstanding such characterization or recharacterization, be deemed capitalized or finance lease obligations, (c) “Person” shall mean an individual, sole proprietorship, partnership, corporation, association, institution, entity, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or governmental authority, (d) “Significant Subsidiary” of a Person shall mean any Subsidiary of such Person that would be a “significant subsidiary” of such Person within the meaning of Rule 1-02 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission, as such regulation was in effect on the Funding Date, (e) “Subsidiary” of a Person shall mean a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person and (f) “US GAAP” shall mean generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant

segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

The Borrower shall immediately notify the Holder in writing upon the occurrence of any Event of Default.

7.Notwithstanding any of the foregoing, at any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained, the Holder may rescind and annul such declaration and its consequences by notice to the Borrower in writing of their desire to do so. No such rescission and annulment shall affect any subsequent default or impair any right consequent thereon.

8.The principal evidenced hereby may be prepaid in whole or in part without premium or penalty on any Business Day prior to the Maturity Date upon at least three (3) Business Days’ advance written notice by Borrower to Holder.

9.Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by the Holder, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Holder in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to such holder, shall be limited to the Maximum Rate. In the event that the Holder ever receives any amount as a result of interest and other Charges paid in excess of the Maximum Rate, such amount which would be excessive interest shall be applied to the reduction of the principal sum hereof, and if the principal sum is paid in full, any remaining excess shall forthwith be paid to the Borrower.

10.The Borrower represents and warrants to Holder that the proceeds of the loan evidenced by this Note shall be used for general corporate purposes of the Borrower.

11.The Borrower shall not, directly or indirectly, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the Borrower is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

The Successor Company (if other than the Borrower) shall succeed to, and be substituted for, the Borrower under this Note, and in such event (other than in the case of a lease of all or substantially all of the properties or assets of the Borrower) the Borrower will automatically be released and discharged from its obligations under this Note.

12.No delay or omission on the part of Holder in exercising any rights under this Note on default by Borrower shall operate as a waiver of such right or of any other right under this Note, for the same default or any other default. Borrower and all sureties, guarantors and endorsers of this Note consent to all extensions without notice for any period or periods of time and to the acceptance of partial payments before or after maturity, and to the acceptance, release and substitution of security, all without prejudice to Holder. Holder shall have the right to deal in any way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of any of the indebtedness, or to grant any other indulgence or forbearance whatsoever, without notice to any other party and without in any way affecting the personal liability of any such party.

13.The Borrower hereby waives presentment for payment, protest and demand, and, except as specifically set forth or required herein or hereunder, notice of protest, intent, demand, dishonor and nonpayment of this Note and all other notices of any kind.

14.Any and all makers, sureties, guarantors and endorsers of this Note hereby waive presentment, notice of dishonor and protest.

15.All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows:

If to the Borrower:

Brookdale Senior Living Inc.

111 Westwood Place, Suite 200

Brentwood, TN 37027

Attention: General Counsel

With a copy to:

Brookdale Senior Living Inc.

6737 W. Washington Street, Suite 2300

Milwaukee, WI 53214

Attention: Legal Department

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Attention: Joseph A. Coco

If to the Holder:

Ventas Inc.

500 North Hurstbourne Parkway

Suite 200

Louisville, KY 40222

Attention: Lease Administration

With a copy to:

Ventas, Inc.

353 North Clark Street

Suite 3300

Chicago, IL 60654

Attention: Legal Department

With a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Attention: Robin Panovka and Victor Goldfeld

The Borrower and the Holder by written notice to the other may designate additional or different addresses for subsequent notices or communications. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (electronic confirmation of receipt received).

16.Borrower agrees to pay (by a date no later than ten (10) Business Days following written demand therefor) the following fees, costs and expenses paid or incurred by Holder, or adjudged by a court: (1) reasonable costs, expenses and fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (2) reasonable costs of suit and attorneys' fees and expenses in any action to enforce payment of this Note; the legal costs, fees and expenses described in clauses (1) and (2) above shall include without limitation reasonable attorney's fees and expenses incurred in any bankruptcy or judicial or non-judicial foreclosure proceeding.

17.Holder shall have the right in its sole discretion (and without the consent of Borrower) to sell, assign or otherwise transfer (including by participation), either in part or in its entirety, this Note or any other document or instrument evidencing or securing the indebtedness of this Note to any other person, and Borrower hereby agrees to reasonably cooperate (without cost to Borrower) to facilitate any such sale, assignment or other transfer so long as Borrower shall not be obligated to increase its obligations hereunder, including by delivering to any such transferee a note evidencing the obligations so sold, assigned or otherwise transferred in such transferee’s (or such transferee’s designee’s) name. Holder, acting solely for this purpose as an agent of Borrower, shall maintain (i) a copy of each agreement by which such sale, assignment or other transfer is effected and (ii) a register for the recordation of the names and addresses of the purchasers, participants, assignees, or other transferees and the principal amounts (and stated interest) of the Note owed to each such person pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Borrower, Holder, and such purchasers, participants, assignees, and other transferees shall treat each person whose name is recorded in the Register pursuant to the terms hereof as Holder hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrower and Holder at any reasonable time and from time to time upon reasonable prior notice. This provision is intended to ensure that the loan evidenced by this Note is in registered form within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations and shall be interpreted consistent with such intent.

18.This Note shall be the joint and several obligation of all makers and endorsers, and shall be binding upon them and their successors and assigns.

19.This Note shall be binding on and inure to the benefit of the respective legal and personal representatives, devisees, heirs, successors, and assigns of Borrower and Holder; provided, however, that (subject to Section 11) Borrower shall not be permitted to assign or delegate its rights or obligations hereunder.

20.This Note shall be construed according to the laws of the state of New York (without giving effect to any principle of conflicts of laws that would cause the laws of any jurisdiction other than the state of New York to be applied).

21.Time is of the essence for each obligation under this Note.

22.The provisions of this Note may not be amended, modified or waived without the written consent of the Holder to such amendment, modification or waiver, delivered to the Borrower. The Holder shall not, by any act of omission or commission, be deemed to waive any of its rights or remedies hereunder unless such waiver be in writing and signed by the Holder and then only to the extent specifically set forth therein; a waiver on one occasion shall not, except as specifically set forth therein, be construed as continuing or as a bar to or waiver of a right or remedy on any other occasion. All remedies conferred upon the Holder by this Note shall be cumulative and none is exclusive, and such remedies may be exercised concurrently or consecutively at the Holder’s option.

23.No Person other than the parties hereto shall be a beneficiary of this Note.

24.If any one or more of the provisions contained in this Note shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Note and such provision shall be interpreted to the fullest extent permitted by the law; provided that the Borrower and the Holder shall act reasonably to achieve the same or substantially the same result as that contemplated by such provision.

25.This Note constitutes the entire agreement of the Borrower and the Holder with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the Borrower and the Holder, whether oral or written, with respect to the subject matter hereof.

Borrower has executed this Note on the date first indicated above.

BROOKDALE SENIOR LIVING INC., a Delaware corporation

By:     __________________________