AGREEMENT AND PLAN OF MERGER DATED AS OF September 30, 1997 AMONG PROMETHEUS SENIOR QUARTERS LLC, PROMETHEUS ACQUISITION CORP. AND KAPSON SENIOR QUARTERS CORP.Merger Agreement • October 2nd, 1997 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities • Delaware
ANDRegistration Rights Agreement • July 3rd, 1997 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities • New York
OPERATING AGREEMENT -------------------Operating Agreement • March 2nd, 1998 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities • New York
EXHIBIT 8 STOCKHOLDERS AGREEMENT ---------------------- Second Amended and Restated Stockholders Agreement (this "Agreement"), dated as of February 23, 1998, between Prometheus Senior Quarters LLC, a Delaware limited liability company or an affiliate...Stockholders Agreement • March 2nd, 1998 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities • Delaware
EXHIBIT 1.1 2,400,000 Shares $2.00 Convertible Exchangeable Preferred Stock KAPSON SENIOR QUARTERS CORP. PURCHASE AGREEMENTPurchase Agreement • July 3rd, 1997 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities • New York
RECITALSEscrow Agreement • March 2nd, 1998 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities • New York
EXHIBIT 12 AMENDED AND RESTATED EMPLOYMENT AGREEMENT -------------------- AGREEMENT made as of this 23rd day of February, 1998, by and between Kapson Senior Quarters Corp., a Delaware corporation (the "Company") and Raymond DioGuardi (the "Employee")....Employment Agreement • March 2nd, 1998 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities • New York
March 6, 1997Waiver Agreement • March 31st, 1997 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities
This waiver is given on an independent one-time basis. This waiver does not establish a course of dealing upon which the Company may rely in the future. Except for the default and
February 23, 1998 PROMETHEUS SENIOR QUARTERS LLC PROMETHEUS ACQUISITION CORP. Ladies and Gentlemen: Reference is made to that certain Amended and Restated Agreement and Plan of Merger (the "Amended and Restated Merger Agreement") of even date...Amended and Restated Agreement and Plan of Merger • March 2nd, 1998 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities
Reference is made to that certain Amended and Restated Agreement and Plan of Merger (the "Amended and Restated Merger Agreement") of even date herewith, among Prometheus Senior Quarters LLC (the "Parent"), Prometheus Acquisition Corp. (the "Merging Corporation"), and Kapson Senior Quarters Corp. (the "Company"), pursuant to which Investor shall acquire Company pursuant to a tender offer of all of the outstanding shares of the Company and the Merging Corporation shall merge with and into the Company. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Amended and Restated Merger Agreement.
OF MERGER DATED AS OFAgreement and Plan of Merger • March 2nd, 1998 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities • Delaware
EXHIBIT 5 INTERIM MANAGEMENT SERVICES AGREEMENT ------------------------------------- This Interim Management Services Agreement ("Agreement") is made as of September 30, 1997 (the "Effective Date"), between Glenn Kaplan, Wayne L. Kaplan and Evan A....Interim Management Services Agreement • March 2nd, 1998 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities • New York
EXHIBIT 1 CONSULT YOUR LAWYER BEFORE SIGNING THIS INSTRUMENT -- THIS INSTRUMENT SHOULD BE USED BY LAWYERS ONLY. NOTE: FIRE LOSSES. This form of contract contains no express provision as to risk of loss by fire or other casualty before delivery of the...Real Estate Purchase Agreement • March 30th, 1998 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities
EXHIBIT 4 MASTER MANAGEMENT SERVICES AGREEMENT ------------------------------------ This Master Management Services Agreement ("Agreement") is made as of September 30, 1997 (the "Effective Date"), between Glenn Kaplan, Wayne L. Kaplan and Evan A....Master Management Services Agreement • March 2nd, 1998 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities • New York
February 23, 1998 Glenn Kaplan Wayne L. Kaplan Evan A. Kaplan G.W.E. Partnership 125 Froelich Farm Boulevard Woodbury, NY 11797 Ladies and Gentlemen: Reference is made to that certain Amended and Restated Agreement and Plan of Merger (the "Amended and...Agreement and Plan of Merger • March 2nd, 1998 • Kapson Senior Quarters Corp • Services-nursing & personal care facilities
Reference is made to that certain Amended and Restated Agreement and Plan of Merger (the "Amended and Restated Merger Agreement") of even date herewith, among Prometheus Senior Quarters LLC (the "Parent"), Prometheus Acquisition Corp. (the "Merging Corporation"), and Kapson Senior Quarters Corp. (the "Company"), pursuant to which the Merging Corporation shall merge with and into the Company. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Amended and Restated Merger Agreement, or, if not defined therein, in the Ancillary Agreements (as defined in the Escrow Agreement between the Parent, the Merging Corporation, the Company, Harris Trust and Savings Bank and the Partners entered into as of even date herewith).
