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
WARRANTWarrant Agreement • October 11th, 1996 • Unison Healthcare Corp • Services-nursing & personal care facilities • Delaware
BY AND AMONGAsset Purchase Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Arizona
1 2 amend the Registration Rights Agreement to change the reference to "July 1, 1997" in Section 2.2 of that agreement to "April 16, 1997."Services Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Delaware
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
RECITALSIndemnification Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Delaware
ANDLease Agreement • July 3rd, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities
WITNESSETH:Pledge Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Arizona
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
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
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...Note Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • New York
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
RECITALS:Security 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
LEASE Dated August 22, 1995 OAKWOOD NURSING CENTER ARLINGTON, TEXAS LEASELease • July 16th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Texas
2- 3 compliance, or if any covenant, condition, agreement, representation or warranty made by Debtor to Secured Party in this Agreement proves untrue in any material respect or is breached and is not cured upon thirty (30) days written notice by the...Security Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Arizona
Exhibit 10.37 REVOLVING CREDIT NOTERevolving Credit Note • May 17th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities
INDENTUREIndenture • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • New York
RECITALSLease Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Texas
INDENTUREIndenture • November 3rd, 1998 • Unison Healthcare Corp • Services-nursing & personal care facilities • New York
MASTER LEASE ("OMEGA NEW MASTER LEASE")Master Lease • 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
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
RECITALS:Interim Management Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
RECITALS:Security Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
1 Exhibit 10.115 TOLLING AGREEMENTTolling Agreement • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities • Colorado
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.Loan Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
1 Exhibit 10.4 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Maryland
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
1 Exhibit 2.2.1 UNISON -- PLASH/HENDERSON AGREEMENT FOR PURCHASE OF SHARES AS OF NOVEMBER 24, 1996 This Agreement is by and among Unison HealthCare Corporation, a Delaware corporation ("Unison"), Paul G. Henderson ("Henderson") and Paige B. Plash...Agreement for Purchase of Shares • May 29th, 1997 • Unison Healthcare Corp • Services-nursing & personal care facilities
