1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 22nd, 1996 • Unison Healthcare Corp • Services-nursing & personal care facilities • Arizona
Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. DEFINITI ONS............................................................................ .... 1 SECTION 1.2. OTHER DEFINITIONS.............................................Indenture • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • New York
BACKGROUNDPledge Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
RECITALSSecurity Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Arizona
RECITALSLease Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Texas
BY AND AMONGAsset Purchase Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Arizona
RECITALSIndemnification Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Delaware
WARRANTUnison Healthcare Corp • October 11th, 1996 • Services-nursing & personal care facilities • Delaware
Exhibit 10.31 EMPLOYMENT AGREEMENT AGREEMENT dated as of April 28, 1999, between RAINTREE HEALTHCARE CORPORATION, a Delaware corporation (the "Company"), and MICHAEL A. JEFFRIES ("Jeffries" or "Executive"). Company wishes to employ Jeffries and...Employment Agreement • May 17th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Arizona
WITNESSETH:Pledge Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Arizona
INDENTUREUnison Healthcare Corp • May 29th, 1997 • Services-nursing & personal care facilities • New York
Exhibit 10.36 LOAN AND SECURITY AGREEMENT by and among RAINTREE HEALTHCARE CORPORATION BRITWILL HEALTHCARE COMPANY BRITWILL FUNDING CORPORATION CEDAR CARE, INC. SHERWOOD HEALTHCARE CORP. BRITWILL INVESTMENTS-I, INC. BRITWILL INVESTMENTS-II, INC....Loan and Security Agreement • May 17th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Maryland
RECITALS:Security Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities
1 Exhibit 10.45 STOCK PLEDGE AGREEMENT (Ampro Medical Services, Inc.) DATE: January 31, 1999 PARTIES: Pledgor: AMERICAN PROFESSIONAL HOLDINGS, INC. a Utah corporation 10405 E. Northwest, Highway #109 Dallas, Texas 75238 Secured Party: David Kremser,...Stock Pledge Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities
1 Exhibit 10.119 MASTER LEASE AGREEMENT Master Lease Agreement No. UHC1196 ("MASTER LEASE")Master Lease Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • California
INDENTUREUnison Healthcare Corp • November 3rd, 1998 • Services-nursing & personal care facilities • New York
1 Exhibit 4.7 UNISON HEALTHCARE CORPORATION $20,000,000 13% SENIOR NOTES DUE 1999Registration Rights Agreement • November 3rd, 1998 • Unison Healthcare Corp • Services-nursing & personal care facilities • New York
RECITALSSecurity Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Arizona
TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is dated as of October 9, 1996 and is by and among Unison HealthCare Corporation, a Delaware corporation ("Parent"), Arkansas, Inc., a Colorado corporation...Agreement and Plan of Merger • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities
2 3 Investments-I, Inc. and BritWill Investments-II, Inc., and the Pledge Agreement dated as of February 2, 1999 between Lender and BritWill Investments-I, Inc. with respect to the stock of Cedar Care, Inc. and Sherwood HealthCare Corporation.Raintree Healthcare Corp • April 15th, 1999 • Services-nursing & personal care facilities • Michigan
LEASE Dated August 22, 1995 OAKWOOD NURSING CENTER ARLINGTON, TEXAS LEASEUnison Healthcare Corp • July 16th, 1997 • Services-nursing & personal care facilities • Texas
2- 3 suspend the issuance or sale of the Notes or the use of the Preliminary Memorandum, the Final Memorandum, or any amendment or supplement thereto, in any jurisdiction. Each of the Preliminary Memorandum and the Final Memorandum, as of their...Unison Healthcare Corp • November 3rd, 1998 • Services-nursing & personal care facilities • New York
1 2 DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A...Unison Healthcare Corp • May 29th, 1997 • Services-nursing & personal care facilities • New York
1 EXHIBIT 2.8.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Amendment") is made as of October 4, 1996, among UNISON HEALTHCARE CORPORATION, a Delaware corporation ("Unison"), LABCO ACQUISITION...Agreement and Plan of Merger • October 11th, 1996 • Unison Healthcare Corp • Services-nursing & personal care facilities
MASTER LEASE ("OMEGA NEW MASTER LEASE")Master Lease • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
Exhibit 10.37 REVOLVING CREDIT NOTERaintree Healthcare Corp • May 17th, 1999 • Services-nursing & personal care facilities
SHARING AGREEMENTSharing Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
1 Exhibit 3.34 GENERAL PARTNERSHIP AGREEMENT OF BRITWILL INDIANA PARTNERSHIPGeneral Partnership Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Arizona
Landlord" and CORNERSTONE CARE INC. "Tenant"Lease • July 3rd, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Colorado
ARTICLE I DEFINITIONSSecurities Purchase Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • New York
EXHIBIT 10.1 EMPLOYMENT AGREEMENT AGREEMENT dated as of September 8, 1997, between UNISON HEALTHCARE CORPORATION, a Delaware corporation ("Unison"), and MICHAEL A. JEFFRIES ("Jeffries"). Unison wishes to employ Jeffries and Jeffries wishes to be...Employment Agreement • November 14th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Arizona
2 3 sold. Except for registration statements on Form S-4, S-8 or any successor thereto and except as provided in Section 9(g), the Company will not file with the Commission any other registration statement with respect to its Common Stock, whether for...Registration Rights Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Arizona
1 Exhibit 10.115 TOLLING AGREEMENTTolling Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Colorado
1 2 (e) "Fair Market Value" means, as to any securities, the Market Price of such securities, and, as to other property (including securities that are not listed or admitted to trading on any national securities exchange, quoted on the NMS (as defined...Option Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Delaware
RECITALS:Interim Management Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
