Form of Outside Director's Restricted Stock Award Under the Sonida Senior Living, Inc. 2019 Omnibus Stock and Incentive Plan, as amended

Effective as of ____________, 202_ (“Date of Grant”), a RESTRICTED STOCK AWARD (“Award”) is granted by Sonida Senior Living, Inc. (the “Company”) to NAME (the “Holder”), this Award being in all respects subject to the terms, definitions and provisions of the 2019 Omnibus Stock and Incentive Plan For Sonida Senior Living, Inc., (the “Plan”), and all of which are incorporated herein by reference, except to the extent otherwise expressly provided in this Award.

1.    Restricted Share Award. The Company hereby sells, transfers, assigns and delivers to the Holder an aggregate of _________ Shares (“Award Restricted Shares”) on the terms and conditions set forth in this Award, including, without limitation, the Restriction more specifically set forth in Section 3. below, subject only to Holder’s execution of this Award agreement.

2.    Vesting of Award Restricted Shares. The Restriction on the specified percentage of Award Restricted Shares shall lapse (Award Restricted Shares with respect to which the Restriction has lapsed are Vested and herein referred to as “Vested Shares”) on the date set forth in the following Vesting schedule:

(i)100% of the Award Restricted Shares shown in Section 1, on the 1st anniversary of the Date of Grant;

so that, without limitation, the Restriction on all of the Award Restricted Shares will have lapsed no later than the first anniversary of the Date of Grant; or (2) 100% of the Award Restricted Shares shown in Section 1 on the date of Holder’s death, or (3) 100% of the Award Restricted Shares shown in Section 1, on the date of Holder’s Disability, or (4) 100% of the Award Restricted Shares as shown in Section 1, on the date of Holder’s Retirement. Without limitation, as provided in the Plan and limited by this Award, the Restriction on the Award Restricted Shares shown in Section 1 will lapse, and such Award Restricted Shares shall be Vested, on the date of a Change in Control.

3.    Restriction - Forfeiture of Award Restricted Shares. The Award Restricted Shares are each subject to the restriction (“Restriction”) that all rights of Holder to any Award Restricted Shares which have not become Vested Shares shall, automatically and without notice, terminate and be permanently forfeited on the date of Holder’s termination of service as a Director.

4.    Withholding. On the date Award Restricted Shares become Vested Shares, the minimum withholding required to be made by the Company shall be paid by Holder to the Company (as defined in the Plan) in cash.

5.Issuance of Shares. During such time as the Award Restricted Shares are subject to the Restriction, the certificates representing the Award Restricted Shares, and any Restricted Share Distributions, shall be registered in the Holder’s name and bear a restrictive legend disclosing the Restriction and the existence of this Award. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, which will permit the transfer to the Company of all or any portion of the Award Restricted Shares, and any assets constituting Restricted Share Distributions, which shall be forfeited in accordance with the terms of this Award. The Company will retain custody of all related Restricted Share Distributions (i.e., dividends, which will be subject to the same Restriction, terms, and conditions as the related Award Restricted Shares) unless and until Holder is entitled to receive the certificates for the related Vested Shares; provided, however, that any Restricted Share Distributions shall not bear interest or be segregated into a separate account but shall remain a general asset of the Company, subject to the claims of the Company’s creditors, until the Restriction lapses; and provided, further, that any material breach of any terms of this Award, as reasonably determined by the Committee, will cause a forfeiture of both Award Restricted Shares and Restricted Share Distributions.

Award Restricted Shares shall constitute issued and outstanding Common Stock for all corporate purposes and, without limitation, Holder shall have all of the rights and privileges of an owner of the Award Restricted Shares (including voting rights) except that Holder shall not be entitled to delivery of the certificates evidencing any of the Award Restricted Shares, nor the related Restricted Share Distributions, unless and until they become Vested Shares.

6.    Administration of Award. The determinations under, and the interpretations of, any provision of this Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive.

7.    No Transfers Permitted. Without limitation, the rights under this Award are not transferable.

8.    Section 83(b) Election. Holder may elect under Section 83(b) of the Code to include in his or her gross income, for his or her taxable year in which the Award Restricted Shares are transferred to such Holder under this Award, the excess of the fair market value (determined without regard to any Restriction other than one which by its terms will never lapse), of such Award Restricted Shares at the Date of Grant, over the amount (if any) paid for the Award Restricted Shares. If the Holder makes the Section 83(b) election described above, the Holder shall (i) make such election in a manner that is

satisfactory to the Committee, (ii) provide the Committee with a copy of such election, (iii) agree to promptly notify the Company if any Internal Revenue Service or state tax agent, on audit or otherwise, questions the validity or correctness of such election or of the amount of income reportable on account of such election, and (iv) agree to pay the withholding amounts, if any, described in Section 4. above.

9.    Interpretation.

(a)    If any provision of this Award is held invalid for any reason, such holding shall not affect the remaining provisions hereof, but instead the Award shall be construed and enforced as if such provision had never been included in the Award.

(b)    THIS AWARD SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

(c)    Headings contained in this Award are for convenience only and shall in no manner be construed as part of this Award.

(d)Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate.

Dated as of this day of ______, 202_

By: _________________________________________

Brandon Ribar, President and Chief Executive Officer

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Sonida Senior Living, Inc. the Award Restricted Shares subject to this Award, standing in the undersigned’s name on the books of said Sonida Senior Living, Inc., represented by a Stock Certificate herewith and do hereby irrevocably constitute and appoint the corporate secretary of Sonida Senior Living, Inc. as attorney to transfer the said stock on the books of Sonida Senior Living, Inc. with full power of substitution in the premises.

Dated ____________, 202_

___________________________________

NAME, Holder

The undersigned hereby acknowledges (i) my receipt of this Award and the Plan, (ii) my opportunity to discuss this Award with a representative of the Company, and my personal advisors, to the extent I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award.

Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under this Award or the Plan.

Dated as of this ________ day of __________, 202_.

____________________________________

NAME, Holder