Exhibit 3.1

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

OF

SERIES A CONVERTIBLE PREFERRED STOCK

PAR VALUE $0.01

OF

SONIDA SENIOR LIVING, INC.

Sonida Senior Living, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), hereby certifies as follows:

1. The Company’s Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock Par Value $0.01 (the “Certificate of Designation”) was filed with the Secretary of State of the State of Delaware on November 3, 2021.

2. The board of directors of the Company (the “Board”) duly adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Designation:

The definition of “Conversion Price” in Section 3 of the Certificate of Designation is hereby amended and restated in its entirety as follows:

“Conversion Price” means $32.00 per share of Common Stock. Each reference in this Certificate of Designations to the Conversion Price as of a particular date without setting forth a particular time on such date will be deemed to be a reference to the Conversion Price as of immediately before the close of business on such date.

3. The foregoing amendment was duly adopted by the Board and the holders of the Series A Convertible Preferred Stock, in accordance with the terms of the Certificate of Designation and the applicable provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware.

4. All other provisions of the Certificate of Designation shall remain in full force and effect.

* * * * * * *

IN WITNESS WHEREOF, this Certificate of Amendment has been duly executed as of the 11th day of March, 2026.

Exhibit 3.2

CERTIFICATE OF ELIMINATION

OF

SONIDA SENIOR LIVING, INC.

(Pursuant to Section 151 of the

Delaware General Corporation Law)

Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, Sonida Senior Living, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows:

FIRST: That, at a meeting of the Company’s board of directors (the “Board”), resolutions were duly adopted setting forth the proposed elimination of the series of stock as set forth herein:

RESOLVED, that no shares of the Series A Junior Participating Preferred Stock, par value $0.01 per share (“Series A Junior Participating Preferred Stock”), of the Company are outstanding, and no shares of Series A Junior Participating Preferred Stock will be issued; and

FURTHER RESOLVED, that the proper officers of the Company be, and each of them hereby is, authorized to, personally or by attorney, in the name and on behalf of the Company, execute, deliver and cause to be filed in the office of the Secretary of State of the State of Delaware a Certificate of Elimination pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware for the purpose of eliminating from the Company’s Amended and Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designation with respect to the Series A Junior Participating Preferred Stock.

SECOND: That, at a separate meeting of the Board, resolutions were duly adopted setting forth the proposed elimination of the series of stock as set forth herein:

RESOLVED, that no shares of the Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Convertible Preferred Stock”), of the Company are outstanding, and no shares of Series A Convertible Preferred Stock will be issued; and

FURTHER RESOLVED, that the proper officers of the Company be, and each of them hereby is, authorized to, personally or by attorney, in the name and on behalf of the Company, execute, deliver and cause to be filed in the office of the Secretary of State of the State of Delaware a Certificate of Elimination pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware for the purpose of eliminating from the Company’s Amended and Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designation with respect to the Series A Convertible Preferred Stock.

THIRD: That the Certificate of Designation with respect to the Series A Junior Participating Preferred Stock was filed in the office of the Secretary of State of the State of Delaware on March 9, 2000. None of the authorized shares of Series A Junior Participating Preferred Stock are outstanding, and none will be issued.

FOURTH: That the Certificate of Designation with respect to the Series A Convertible Preferred Stock was filed in the office of the Secretary of State of the State of Delaware on November 3, 2021. None of the authorized shares of Series A Convertible Preferred Stock are outstanding, and none will be issued.

FIFTH: That in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Company’s Amended and Restated Certificate of Incorporation, as amended, is hereby further amended to eliminate all matters set forth in the applicable Certificate of Designations with respect to the Series A Junior Participating Preferred Stock and the Series A Convertible Preferred Stock.

* * * * * * * * * * *

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IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be duly executed by its Chief Executive Officer and President this 11th day of March, 2026.

Certificate of Elimination

Exhibit 3.3

SECOND RESTATED CERTIFICATE OF INCORPORATION

OF

SONIDA SENIOR LIVING, INC.

Sonida Senior Living, Inc., a corporation organized and existing under the laws of Delaware (the “Corporation”), hereby certifies as follows:

A. The name of the Corporation is Sonida Senior Living, Inc.

B. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 25, 1996 (the “Original Certificate of Incorporation”). The Corporation was incorporated under the name Capital Senior Living Corporation.

C. The Corporation amended and restated the Original Certificate of Incorporation of the Corporation by filing an Amended and Restated Certificate of Corporation with the Secretary of State of the State of Delaware on September 16, 1997 (the “Amended and Restated Certificate of Incorporation”).

D. The Amended and Restated Certificate of Incorporation was subsequently amended and supplemented, including to change the Corporation’s name to Sonida Senior Living, Inc.

E. This Second Restated Certificate of Incorporation was duly adopted by the board of directors of the Corporation (the “Board of Directors”) in accordance with Section 245 of the General Corporation Law of the State of Delaware (as amended, the “DGCL”).

F. This Second Restated Certificate of Incorporation only restates and integrates and does not further amend (except as permitted under Section 242(d)(1)(A) of the DGCL) the provisions of the Amended and Restated Certificate of Incorporation as heretofore amended and supplemented, and there is no discrepancy between those provisions and the provisions of this Second Restated Certificate of Incorporation (except as so permitted).

G. The text of the Certificate of Incorporation of the Corporation is hereby restated to read in its entirety as follows:

FIRST: The name of the Corporation is Sonida Senior Living, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington 19801, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

THIRD: (a) The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful business, act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

(b) The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.

FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 100,000,000 shares of common stock, at a par value of $0.01 per share (“Common Stock”), and 15,000,000 shares of preferred stock, at a par value of $0.01 per share (“Preferred Stock”). The following is a statement of the designations, preferences, limitations and relative rights, including voting rights, in respect of the classes of stock of the Corporation and of the authority with respect thereto expressly vested in the Board of Directors of the Corporation:

A. Common Stock

1. Each share of Common Stock of the Corporation shall have identical rights and privileges in every respect. The holders of shares of Common Stock shall be entitled to vote upon all matters submitted to a vote of the stockholders of the Corporation and shall be entitled to one vote for each share of Common Stock held.

2. Subject to the prior rights and preferences, if any, applicable to shares of the Preferred Stock or any series thereof, the holders of shares of the Common Stock shall be entitled to receive such dividends (payable in cash, stock or otherwise) as may be declared thereon by the Board of Directors at any time and from time to time out of any funds of the Corporation legally available therefor.

3. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of the Preferred Stock or any series thereof, the holders of shares of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by them. Liquidation, dissolution or winding-up of the Corporation, as such terms are used in this subparagraph (3), shall not be deemed to be occasioned by or to include any merger, consolidation or other business combination of the Corporation with or into one or more corporations or other entities, any acquisition or exchange of the outstanding shares of one or more classes or series of the Corporation or any sale, lease, exchange or other disposition of all or a part of the assets of the Corporation.

B. Preferred Stock

1. Shares of the Preferred Stock may be issued from time to time in one or more classes or series, the shares of each series to have such voting powers, designations, preferences, rights and qualifications, limitations or restrictions, as shall be stated and expressed herein or in a resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation (or a duly authorized committee thereof). Each such series of Preferred Stock shall be designated so as to distinguish the shares thereof from the shares of all other series and classes. The Board of Directors of the Corporation (or a duly authorized committee thereof) is hereby expressly authorized, subject to the limitations provided by law, to establish and designate series of the Preferred Stock, to fix the number of shares constituting each series and to fix the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of the shares of each series and the variations of the relative rights and preferences as between series, and to increase and to decrease the number of shares constituting each series, provided that the Board of Directors (or a duly authorized committee thereof) may not decrease the number of shares within a series to less than the number of shares within such series that are then issued.

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The relative powers, preferences, rights and qualifications, limitations or restrictions may vary between and among series of Preferred Stock in any and all respects so long as all shares of the same series are identical in all respects, except that shares of any such series issued at different times may have different dates from which dividends thereon cumulate. The authority of the Board of Directors of the Corporation (or a duly authorized committee thereof) with respect to each series shall include, but shall not be limited to, the authority to determine the following:

(a) The designation of such class or series;

(b) The number of shares initially constituting such class or series;

(c) The rate or rates and the times at which dividends on the shares of such class or series shall be paid, the periods in respect of which dividends are payable, the conditions upon such dividends, the relationship and preferences, if any, of such dividends to dividends payable on any other class or series of shares, whether or not such dividends shall be cumulative, partially cumulative or noncumulative, if such dividends shall be cumulative or partially cumulative, the date or dates from and after which, and the amounts in which, they shall accumulate, whether such dividends shall be share dividends, cash or other dividends or any combination thereof, and if such dividends shall include share dividends, whether such share dividends shall be payable in shares of the same or any other class or series of shares of the Corporation (whether now or hereafter authorized), or any combination thereof and the other terms and conditions, if any, applicable to dividends on shares of such Series;

(d) Whether or not the shares of such series shall be redeemable or subject to repurchase at the option of the Corporation or the holder thereof or upon the happening of a specified event, if such shares shall be redeemable, the terms and conditions of such redemption, including but not limited to the date or dates upon or after which such shares shall be redeemable, the amount per share which shall be payable upon such redemption, which amount may vary under different conditions and at different redemption dates and whether such amount shall be payable in cash, property or rights, including securities of the Corporation or another corporation;

(e) The rights of the holders of shares of such series (which may vary depending upon the circumstances or nature of such liquidation, dissolution or winding up) in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation and the relationship or preference, if any, of such rights to rights of holders of stock of any other class or series. A liquidation, dissolution or winding up of the Corporation, as such terms are used in this subparagraph (e), shall not be deemed to be occasioned by or to include any merger, consolidation or other business combination of the Corporation with or into one or more corporations or other entities, any acquisition or exchange of the outstanding shares of one or more classes or series of the Corporation or any sale, lease, exchange or other disposition of all or a part of the assets of the Corporation; (f) Whether or not the shares of such series shall have voting powers and, if such shares shall have such voting powers, the terms and conditions thereof, including, but not limited to, the right of the holders of such shares to vote as a separate class either alone or with the holders of shares of one or more other classes or series of stock and the right to have one vote or more (or less) than one vote per share;

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(g) Whether or not a sinking fund shall be provided for the redemption of the shares of such series and, if such a sinking fund shall be provided, the terms and conditions thereof;

(h) Whether or not a purchase fund shall be provided for the shares of such series and, if such a purchase fund shall be provided, the terms and conditions thereof;

(i) Whether or not the shares of such series, at the option of either the Corporation or the holder thereof or upon the happening of a specified event, shall be convertible into stock of any other class or series and, if such shares shall be so convertible, the terms and conditions of conversion, including, but not limited to, any provision for the adjustment of the conversion rate or the conversion price;

(j) Whether or not the shares of such series, at the option of either the Corporation or the holder thereof or upon the happening of a specified event, shall be exchangeable for securities, indebtedness or property of the Corporation and, if such shares shall be so exchangeable, the terms and conditions of exchange, including, but not limited to, any provision for the adjustment of the exchange rate or the exchange price; and

(k) Any other preferences, limitations and relative rights as shall not be inconsistent with the provisions of this Article Fourth or the limitations provided by law.

2. Except as otherwise provided herein, as required by law or in any resolution of the Board of Directors (or a duly authorized committee thereof) creating any series of Preferred Stock, the holders of shares of Preferred Stock an all series thereof who are entitled to vote shall vote together with the holders of shares of Common Stock, and not separately by class.

FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

A. Number of Directors

The number of directors of the Corporation (exclusive of Directors, if any, entitled to be elected by the holders of one or more series of the Preferred Stock of the Corporation which may be outstanding, voting separately as a series or class) shall be fixed from time to time by action of not less than two-thirds of the members of the Board of Directors then in office, though less than a quorum, but in no event shall be less than three nor more than fifteen.

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B. Classes

Subject to the rights, if any, of any series of preferred Stock then outstanding, the directors shall be divided into three classes, designated Class I, Class II and Class III. The number of directors in each class shall be the whole number contained in the quotient arrived at by dividing the authorized number of directors by three, and if a fraction is also contained in such quotient then if such fraction is one-third (1/3) the extra director shall be a member of Class III and if the fraction is two-thirds (2/3) one of the extra directors shall be a member of Class III and the other shall be a member of Class II. Directors shall serve for staggered terms of three years each, except that initially the Class I directors will serve until the Corporation’s 1998 annual meeting of stockholders, the Class II directors will serve until the Corporation’s 1999 annual meeting and the Class III directors will serve until the Corporation’s 2000 annual meeting. At each annual meeting of stockholders following the first annual meeting of stockholders, directors shall be elected to succeed those directors whose terms expire for a term of office to expire at the third succeeding annual meeting of stockholders after their election. All directors shall hold office until the annual meeting of stockholders for the year in which their term expires and until their successors are duly elected and qualified, or until their earlier death, resignation, disqualification or removal.

C. Vacancies

Subject to the rights, if any, of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, disqualification or removal may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires and until such director’s successor shall have been duly elected and qualified.

D. Removal

Any director or the entire Board of Directors may be removed only for cause and only by the vote of the holders of a majority of the securities of the Corporation then entitled to vote at an election of directors.

SIXTH: Advance notice of stockholder nominations for the election of directors of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

SEVENTH: Advance notice of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

EIGHTH: Any action required or permitted to be taken at any annual or special meeting of stockholders may only be taken upon the vote of the stockholders at an annual or special meeting duly called and may not be taken by written consent of the stockholders, unless such consent is unanimous.

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NINTH: Subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders, unless otherwise prescribed by statute, may be called at any time only by the Chairman of the Board of Directors or a majority of the members of the Board of Directors then in office or by stockholders possessing at least 25% of the voting power of all issued and outstanding voting stock entitled to vote generally in the election of directors.

TENTH: The Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation by a majority vote of the directors then in office. Any Bylaws made by the directors under the powers conferred hereby may be amended or repealed by the directors or by the stockholders as provided herein. Notwithstanding the foregoing and anything contained in this Certificate of Incorporation to the contrary, the Bylaws shall not be amended or repealed by the stockholders without the affirmative vote of the holders of a least two-thirds (2/3) of all issued and outstanding voting stock of the Corporation entitled to vote generally in the election of directors voting together as a single class.

ELEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stock holders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

TWELFTH: No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) of a director under Section 174 of the Delaware General Corporation Law, (iv) for any transaction from which the director or officer derived an improper personal benefit, or (v) of an officer in any action by or in the right of the Corporation. In addition to the circumstances in which a director or officer of the Corporation is not personally liable as set forth in the preceding sentence, a director or officer of the Corporation shall not be liable to the fullest extent permitted by any amendment to the Delaware General Corporation Law hereafter enacted that further limits the liability of a director or officer, as applicable. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

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THIRTEENTH: The Corporation shall indemnify any person who was, is, or is threatened to be made a party to a proceeding (as hereinafter defined) by reason of the fact that he or she (i) is or was a director or officer of the Corporation or (ii) while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent permitted under the Delaware General Corporation Law, as the same exists or may hereafter be amended. Such right shall be a contract right and as such shall inure to the benefit of any director or officer who is elected and accepts the position of director or officer of the Corporation or elects to continue to serve as a director or officer of the Corporation while this Article Thirteenth is in effect. Any repeal or amendment of this Article Thirteenth shall be prospective only and shall not limit the rights of any such director or officer or the obligations of the Corporation with respect to any claim arising from or related to the services of such director or officer in any of the foregoing capacities prior to any such repeal or amendment to this Article Thirteenth. Such right shall include the right to be paid by the Corporation expenses (including without limitation attorneys’ fees) actually and reasonably incurred by him in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Delaware General Corporation Law, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense is not permitted under the Delaware General Corporation Law, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor any actual determination by the Corporation (including its Board of Director or any committee thereof, independent legal counsel, or stockholders) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advance is not permissible. Such right shall include the right to be paid by the Corporation expenses (including without limitation attorneys’ fees) actually and reasonably incurred by any such director or officer in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Delaware General Corporation Law, as the same exists or may hereafter be amended; provided, however, that any such director or officer seeking payment of expenses presents to the Corporation a written undertaking to repay such amount if it shall ultimately be determined that such director or officer is not entitled to be indemnified by the Corporation under this Article Thirteenth or otherwise. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement, or otherwise.

The Corporation may also indemnify any employee or agent of the Corporation to the fullest extent permitted by law.

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Notwithstanding the foregoing, except for proceedings to enforce any director’s or officer’s rights to indemnification or any director’s or officer’s rights to advancement of expenses, the Corporation shall not be obligated to indemnify any director or officer, or advance expenses of any director or officer, (or such director’s or officer’s heirs, executors or personal or legal representatives) in connection with any proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board or any duly authorized committee thereof. As used herein, the term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, or any inquiry or investigation that could lead to such an action, suit, or proceeding.

FOURTEENTH: The Corporation reserves the right to amend, add, alter, change, repeal or adopt any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. In addition to any affirmative vote required by applicable law or any other provision of this Certificate of Incorporation or specified in any agreement, and in addition to any voting rights granted to or held by the holders of any series of Preferred Stock, the affirmative vote of the holders of not less than two-thirds (2/3) of the voting power of all issued and outstanding voting stock of the Corporation entitled to vote generally in the election of directors shall be required to amend, add, alter, change, repeal or adopt any provisions of this Certificate of Incorporation except for Articles First, Second, Third and the first part of Article Fourth through and including part A thereof.

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IN WITNESS WHEREOF, the Corporation has caused this Second Restated Certificate of Incorporation to be signed by its Chief Executive Officer and Secretary this 11th day of March, 2026.

Second Restated Certificate of Incorporation

Exhibit 10.1

PREFERRED STOCK CONVERSION AND WARRANT EXTENSION AGREEMENT

PREFERRED STOCK CONVERSION AND WARRANT EXTENSION AGREEMENT (this “Agreement”), dated as of March 11, 2026, by and among Sonida Senior Living, Inc., a Delaware corporation (the “Company”), Conversant Dallas Parkway (A) LP, a Delaware limited partnership (“Conversant A”), and Conversant Dallas Parkway (B) LP, a Delaware limited partnership (“Conversant B” and, together with Conversant A, each, an “Investor” and collectively, the “Investors”).

RECITALS

WHEREAS, the terms of the Company Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), are set forth in that certain Certificate of Designation, Preferences and Rights of Series A Preferred Stock filed by the Company with the Delaware Secretary of State on November 3, 2021 (the “Certificate of Designation”);

WHEREAS, the Investors own all of the 41,250 shares of Series A Preferred Stock outstanding as of the date of this Agreement;

WHEREAS, the Company and the Investors desire to set forth the terms and conditions on which the Investors will agree to convert all of the shares of Series A Preferred Stock into the shares of the Company common stock, par value $0.01 per share (“Common Stock”);

WHEREAS, the terms of the Company warrants each exercisable for one share of Common Stock at an exercise price equal to $40.00 per share (the “Warrants”) are set forth in that certain Warrant Agreement, dated as of November 3, 2021 (the “Warrant Agreement”), by and between the Company and Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A. (“CTC” and, together with Computershare, the “Warrant Agent”);

WHEREAS, pursuant to the terms of the Warrant Agreement, the Warrants shall expire on November 3, 2026 (the “Expiration Date”);

WHEREAS, the Investors hold all of the 1,031,250 Warrants issued and outstanding under the Warrant Agreement as of the date of this Agreement; and

WHEREAS, the Company and the Investors desire to set forth the terms and conditions on which the Company will agree to amend the Expiration Date from November 3, 2026 to November 3, 2027.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

CONVERSION OF SERIES A PREFERRED STOCK; WARRANT EXPIRATION DATE EXTENSION; CONSIDERATION

SECTION 1.1 Conversion of Series A Preferred Stock and Extension of Warrant Expiration Date.

(a) Prior to the execution and delivery of this Agreement by the Company, the Company’s board of directors shall adopt resolutions proposing and declaring advisable:

(i) an amendment to the Certificate of Designation in substantially the form attached hereto as Exhibit A (the “Certificate of Designation Amendment”) amending and restating the definition of “Conversion Price” in Section 3 of the Certificate of Designation with the following:

“Conversion Price” means $32.00 per share of Common Stock. Each reference in this Certificate of Designations to the Conversion Price as of a particular date without setting forth a particular time on such date will be deemed to be a reference to the Conversion Price as of immediately before the close of business on such date.

(ii) an amendment to the Warrant Agreement in substantially the form set forth hereto as Exhibit B (the “Warrant Agreement Amendment”) extending the Expiration Date of all of the Warrants from November 3, 2026 to November 3, 2027.

(b) The Investors agree that immediately after the execution and delivery of this Agreement by each of the parties hereto, the Investors will (i) waive notice to a meeting and approve, adopt and agree to the Certificate of Designation Amendment and Warrant Agreement Amendment by unanimous written consent, (ii) subject to the Company’s compliance with Section 1.2 below, deliver executed Conversion Notices (as defined in the Certificate of Designation) with respect to all of the outstanding shares of Series A Preferred Stock in the forms agreed to prior to the execution of this Agreement, effective immediately upon the filing of the Certificate of Designation Amendment with the Secretary of State of the State of Delaware, and (iii) deliver to the Company duly executed stock powers (and any other endorsements and transfer documents as are reasonably requested by the Company) with respect to all of the outstanding shares of Series A Preferred Stock.

(c) Upon delivery of the executed unanimous written consent of the Investors approving, adopting and agreeing to the Certificate of Designation Amendment and Warrant Agreement Amendment, the Company shall (i) file the Certificate of Designation Amendment with the Secretary of State of the State of Delaware, which Certificate of Designation Amendment shall become effective immediately upon such filing thereof, and (ii) execute the Warrant Agreement Amendment, which Warrant Agreement Amendment shall become effective immediately upon the execution thereof by the Company and the Warrant Agent and the release of the parties’ respective signature pages thereto.

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(d) Immediately following the filing of the Certificate of Designation Amendment with the Secretary of State of the State of Delaware and receipt by the Company of each of the items specified in Section 1.1(b) above, the Company shall issue (or shall cause its transfer agent for its Common Stock to issue) an aggregate of 1,601,505 shares of Common Stock to the Investors (in such proportions as designated by the Investors prior to the execution of this Agreement) in respect of such conversion of all of the outstanding shares of Series A Preferred Stock. No fractional shares of Common Stock will be delivered to the Investors upon such conversion and, instead, fractional shares shall be treated in accordance with Section 8(d) of the Certificate of Designation. The shares of Common Stock to be issued to the Investors pursuant to this Section 1.1(d) shall bear the following restrictive legend:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND STATE SECURITIES LAWS WHICH IS AVAILABLE.

SECTION 1.2 Consideration. In consideration of the agreement of the Investors in Section 1.1 above to convert all of the outstanding shares of Series A Preferred Stock into shares of Common Stock, substantially simultaneously with the filing of the Certificate of Designation Amendment, the Company shall pay, or cause to be paid, an aggregate amount equal to the sum of (i) $4,697,751.48 representing an upfront cash payment by the Company, plus (ii) $1,092,623.10 representing the amount of accrued and unpaid dividends in respect of the period from and including January 1, 2026, through the date of the conversion of the Series A Preferred Stock, plus (iii) $44.13 representing the amount of the cash payment in lieu of fractional shares of Common Stock to be issued to the Investors in connection with the conversion of the Series A Preferred Stock, and payment of such sum by wire transfer of immediately available funds to an account (or accounts) designated by the Investors for this purpose prior to the execution of this Agreement.

SECTION 1.3 NYSE Listing. Promptly following the date hereof, the Company shall use reasonable best efforts to take such actions as necessary, to the extent approval for listing on the NYSE has not been previously obtained, to obtain approval for listing on the New York Stock Exchange, subject to official notice of issuance, of the shares of Common Stock issuable upon the conversion of the Preferred Shares.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.1 Representations and Warranties of the Company.

The Company represents and warrants to each Investor as follows:

(a) Organization and Standing; Authority. The Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company has all requisite organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under, this Agreement and (ii) own, lease and operate its properties and carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Company’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all requisite organizational action on the part of the Company. This Agreement has been duly executed and delivered by the Company. Assuming due authorization, execution and delivery by each of the Investors, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

(b) Common Stock. The shares of Common Stock issuable upon conversion of the Series A Preferred Stock have been duly authorized and, when issued, shall be validly issued, fully paid and non-assessable. Upon delivery of such shares to Investors, Investors shall acquire good, valid and marketable title to such shares, free and clear of all liens other than restrictions on transfer imposed by applicable securities laws.

SECTION 2.2 Representations and Warranties of Investors. Each Investor, severally and not jointly, represents and warrants to the Company as follows:

(a) Organization and Standing; Authority. Such Investor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Such Investor has all requisite organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under, this Agreement and (ii) own, lease and operate its properties and carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect such Investor’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis. The execution and delivery by such Investor of this Agreement and the consummation by such Investor of the transactions contemplated by this Agreement have been duly authorized by all requisite organizational action on the part of such Investor. This Agreement has been duly executed and delivered by such Investor. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of such Investor, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

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(b) Ownership. Conversant A is the sole and exclusive record and beneficial owner of 38,742 shares of Series A Preferred Stock and 968,538 Warrants and Conversant B is the sole and exclusive record and beneficial owner of 2,508 shares of Series A Preferred Stock and 62,712 Warrants, in each case, (i) free and clear of any liens, encumbrances, pledges, security interests, claims, options or other restrictions of any kind, and (ii) with good, valid and marketable title.

SECTION 2.3 No Further Duties, Obligations or Liabilities. Each Investor hereby irrevocably acknowledges and agrees that, upon the (i) conversion of all shares of Series

A Preferred Stock held by such Investor into the shares of Common Stock in accordance with this Agreement and the Certificate of Designation (as amended) and (ii) receipt of the payment required by Section 1.2 in the account designated by such Investor, the Company shall have no further duties, obligations or liabilities of any kind to such Investor (or its affiliates, successors or assigns) in respect of the Series A Preferred Stock under the Certificate of Designation (as amended) or the Company’s organizational documents, and all rights, preferences, privileges and entitlements of such Investor as a holder of the Series A Preferred Stock shall be fully satisfied, extinguished and of no further force or effect.

ARTICLE III

MISCELLANEOUS

SECTION 3.1 Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally or electronic mail (so long as such transmission does not generate an error message or notice of non-delivery), (b) on the first business day following the date of dispatch if delivered by a recognized next-day courier service, or (c) on the third business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

if to the Company, to:

Sonida Senior Living, Inc.

14755 Preston Road, Suite 810

Dallas, Texas 75254

Attention: Tabitha Bailey

Email:             

with a copy to (which shall not constitute notice):

Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

Attention: Beth E. Berg

     Michael P. Heinz

Email:  bberg@sidley.com

mheinz@sidley.com

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if to Investors, to:

c/o Conversant Capital LLC

25 Deforest Avenue

Summit, New Jersey 07901

Attention: Paul Dumaine

Robert Grove

Email:             

with a copy to (which shall not constitute notice):

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention:  John M. Bibona

Email:  john.bibona@friedfrank.com

SECTION 3.2 Entire Agreement; Effectiveness. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions among the parties hereto, written or oral, with respect to the subject matter hereof.

SECTION 3.3 Amendment; Waiver. No amendment or waiver of any provision of this Agreement will be effective with respect to any party unless made in writing and signed by an officer of a duly authorized representative of such party. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver of any party to this Agreement will be effective unless it is in a writing signed by a duly authorized officer of the waiving party that makes express reference to the provision or provisions subject to such waiver. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 3.4 Assignment. This Agreement shall benefit and bind the respective transferees, successors and permitted assigns of the parties.

SECTION 3.5 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, other than those as to which it has been held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable substitute provision to effect the original intent of the parties.

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SECTION 3.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

SECTION 3.7 Applicable Law; Consent to Jurisdiction. This Agreement and any disputes arising out of or relating to this Agreement and the transactions contemplated hereby (whether in contract, tort or otherwise) will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict or choice of law principles of the State of Delaware or otherwise that would result in the application of any laws other than the laws of the State of Delaware. The parties hereby (a) irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court of the United States located in the State of Delaware or, if no such federal court shall exercise jurisdiction or have subject matter jurisdiction, the Delaware Superior Court, and any appellate court from any appeal thereof (the foregoing courts, collectively, the “Designated Courts” and each a “Designated Court”), for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby and (b) agree not to commence any suit, action or other proceeding arising out of or relating to this Agreement in any court other than a Designated Court. Each party agrees that a final judgment in any such suit, action or other proceeding brought before a Designated Court may be enforced in any jurisdiction by suit on the judgment or in any other manner provided by Law. The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any such action, suit or proceeding in any such Designated Court or that any such action, suit or proceeding which is brought in any such Designated Court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such Designated Court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 3.1 shall be deemed effective service of process on such party.

SECTION 3.8 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF THE FOREGOING WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER IN THIS SECTION 3.8.

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SECTION 3.9 No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Preferred Stock Conversion and Warrant Extension Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Preferred Stock Conversion and Warrant Extension Agreement

EXHIBIT A

Amendment to Certificate of Designation

[Attached.]

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

OF

SERIES A CONVERTIBLE PREFERRED STOCK

PAR VALUE $0.01

OF

SONIDA SENIOR LIVING, INC.

Sonida Senior Living, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), hereby certifies as follows:

1. The Company’s Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock Par Value $0.01 (the “Certificate of Designation”) was filed with the Secretary of State of the State of Delaware on November 3, 2021.

2. The board of directors of the Company (the “Board”) duly adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Designation:

The definition of “Conversion Price” in Section 3 of the Certificate of Designation is hereby amended and restated in its entirety as follows:

“Conversion Price” means $32.00 per share of Common Stock. Each reference in this Certificate of Designations to the Conversion Price as of a particular date without setting forth a particular time on such date will be deemed to be a reference to the Conversion Price as of immediately before the close of business on such date.

3. The foregoing amendment was duly adopted by the Board and the holders of the Series A Convertible Preferred Stock, in accordance with the terms of the Certificate of Designation and the applicable provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware.

4. All other provisions of the Certificate of Designation shall remain in full force and effect.

* * * * * * *

IN WITNESS WHEREOF, this Certificate of Amendment has been duly executed as of the 11th day of March 2026.

EXHIBIT B

Amendment to Warrant Agreement

[Attached.]

AMENDMENT TO WARRANT AGREEMENT

This Amendment to Warrant Agreement (this “Amendment”) is made and entered into as of March 11, 2026, by and between Sonida Senior Living, Inc. (formerly known as Capital Senior Living Corporation), a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (“CTC” and, together with Computershare, the “Warrant Agent”), and amends that certain Warrant Agreement, dated as of November 3, 2021 (the “Warrant Agreement”), by and between the Company and the Warrant Agent. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Warrant Agreement.

WHEREAS, the Company, on the one hand, and Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B), the holders of all 1,031,250 of the Warrants issued and outstanding under the Warrant Agreement, on the other hand, have agreed to extend the Expiration Date of all of the Warrants from November 3, 2026 to November 3, 2027;

WHEREAS, Section 17 of the Warrant Agreement provides, among other things, that the Company and the Warrant Agent may from time to time supplement or amend the Warrant Agreement; and

WHEREAS, the Company and the Warrant Agent desire to amend the Warrant Agreement pursuant to Section 17 thereof to reflect such extension of the Expiration Date of the Warrants as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Warrant Agent hereby agree as follows:

Section 1. Amendment to Section 6(a). Section 6(a) of the Warrant Agreement is hereby amended and restated in its entirety as follows:

Subject to the terms and conditions set forth herein and set forth in each Warrant Certificate, each Warrant shall be exercisable for one (1) share of Common Stock at the Exercise Price (subject to any adjustment pursuant to Section 7) at any time and from time to time from 9:00 a.m., New York City time on the date of this Agreement until 5:00 p.m., New York City time, on the six (6) year anniversary of the date of this Agreement (the “Expiration Date”).

Section 2. Amendment to the Form of Warrant Certificate. The form of Warrant Certificate attached as Exhibit A to the Warrant Agreement is hereby amended to replace each reference to “November 3, 2026” with “November 3, 2027”.

Section 3. Effective Date; Effect. This Amendment is effective as of the date first set forth above. Except as modified hereby, the Warrant Agreement is reaffirmed in all respects, and all references therein to “the Agreement” shall mean the Warrant Agreement, as modified hereby.

Section 4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflicts of law principles thereof.

Section 5. Counterparts. This Amendment may be executed (including by facsimile or other electronic transmission) with counterpart signature pages or in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 6. No Modification. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Warrant Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 7. Headings. The headings of the sections of this Amendment have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

Exhibit 10.2

AMENDMENT TO WARRANT AGREEMENT

This Amendment to Warrant Agreement (this “Amendment”) is made and entered into as of March 11, 2026, by and between Sonida Senior Living, Inc. (formerly known as Capital Senior Living Corporation), a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Trust Company, N.A., national banking association (“CTC” and, together with Computershare, the “Warrant Agent”), and amends that certain Warrant Agreement, dated as of November 3, 2021 (the “Warrant Agreement”), by and between the Company and the Warrant Agent. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Warrant Agreement.

WHEREAS, the Company, on the one hand, and Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B), the holders of all 1,031,250 of the Warrants issued and outstanding under the Warrant Agreement, on the other hand, have agreed to extend the Expiration Date of all of the Warrants from November 3, 2026 to November 3, 2027;

WHEREAS, Section 17 of the Warrant Agreement provides, among other things, that the Company and the Warrant Agent may from time to time supplement or amend the Warrant Agreement; and

WHEREAS, the Company and the Warrant Agent desire to amend the Warrant Agreement pursuant to Section 17 thereof to reflect such extension of the Expiration Date of the Warrants as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Warrant Agent hereby agree as follows:

Section 1. Amendment to Section 6(a). Section 6(a) of the Warrant Agreement is hereby amended and restated in its entirety as follows:

Subject to the terms and conditions set forth herein and set forth in each Warrant Certificate, each Warrant shall be exercisable for one (1) share of Common Stock at the Exercise Price (subject to any adjustment pursuant to Section 7) at any time and from time to time from 9:00 a.m., New York City time on the date of this Agreement until 5:00 p.m., New York City time, on the six (6) year anniversary of the date of this Agreement (the “Expiration Date”).

Section 2. Amendment to the Form of Warrant Certificate. The form of Warrant Certificate attached as Exhibit A to the Warrant Agreement is hereby amended to replace each reference to “November 3, 2026” with “November 3, 2027”.

Section 3. Effective Date; Effect. This Amendment is effective as of the date first set forth above. Except as modified hereby, the Warrant Agreement is reaffirmed in all respects, and all references therein to “the Agreement” shall mean the Warrant Agreement, as modified hereby.

Section 4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflicts of law principles thereof.

Section 5. Counterparts. This Amendment may be executed (including by facsimile or other electronic transmission) with counterpart signature pages or in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 6. No Modification. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Warrant Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 7. Headings. The headings of the sections of this Amendment have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.

[Signature Page Follows]  

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

Amendment to Warrant Agreement