1 EXHIBIT 10.59 ESCROW AGREEMENT THIS AGREEMENT is made as of the 31st day of December, 1997, by and among BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Louise Drive, Suite 200, Mechanicsburg, PA...Escrow Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Massachusetts
FORM OF AMENDED AND RESTATED MANAGEMENT AGREEMENT [ ] THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (the "Agreement") is made as of the 14th day of March, 2002 between [ ], a Delaware corporation (the "Management Firm") and BALANCED CARE TENANT (MT),...Management Agreement • May 10th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities
WITNESSETH:Option Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Pennsylvania
WITNESSETH:Purchase and Sale Agreement • October 14th, 1997 • Balanced Care Corp • Pennsylvania
LOAN AGREEMENT AMONGLoan Agreement • January 14th, 2000 • Balanced Care Corp • Services-nursing & personal care facilities • Illinois
Exhibit 10.21 OMNIBUS AMENDMENT AGREEMENT NO. 1 TO LEASE AGREEMENTS Dated as of October 25, 2000 CAPSTONE CAPITAL OF PENNSYLVANIA, INC., a Pennsylvania corporation ("Capstone Pennsylvania"), HR ACQUISITION I CORPORATION, f/k/a Capstone Capital...Lease Agreement • February 8th, 2001 • Balanced Care Corp • Services-nursing & personal care facilities
1 Exhibit 2.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 16th, 1999 • Balanced Care Corp • Services-nursing & personal care facilities • Virginia
RECITALS:Asset Purchase Agreement • December 9th, 1997 • Balanced Care Corp • Services-nursing & personal care facilities • North Carolina
RECITALS:Asset Purchase Agreement • January 27th, 2000 • Balanced Care Corp • Services-nursing & personal care facilities • Missouri
EXHIBIT 10.19 FORM OF LOAN AGREEMENT THIS LOAN AGREEMENT is made as of by and among (the "Borrower"), BALANCED CARE CORPORATION, a Delaware corporation (the "Guarantor") and MEDITRUST MORTGAGE INVESTMENTS, INC., a Delaware corporation (the "Lender")....Loan Agreement • October 14th, 1997 • Balanced Care Corp
AGREEMENT FOR TERMINATION OF LEASE, GUARANTIES AND ANCILLARY DOCUMENTSTermination Agreement • November 14th, 2001 • Balanced Care Corp • Services-nursing & personal care facilities
Exhibit 10.8 SETTLEMENT AGREEMENT AND RELEASE This is a Settlement Agreement and Release (the "Settlement Agreement") entered into and made effective as of March 31, 2002 ("Effective Date") between and amongst the following parties: A. Balanced Care...Settlement Agreement • April 16th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • Ohio
1 Exhibit 10.4 FIRST AMENDMENT TO PROMISSORY NOTE THIS FIRST AMENDMENT is executed as of February 9, 2000, is made by and among IPC ADVISORS S.A.R.L., a Luxembourg corporation (hereinafter referred to as "IPC"), having for the purposes of this...Promissory Note • May 15th, 2000 • Balanced Care Corp • Services-nursing & personal care facilities • Massachusetts
Exhibit 10.8 SEPARATION AGREEMENT This Agreement is made this 15th day of November 2001 between BALANCED CARE CORPORATION, a Delaware corporation with its principal office at 1215 Manor Drive, Mechanicsburg, PA 17055 (the "Company") and BRAD E....Separation Agreement • February 14th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • Pennsylvania
WITNESSETH:Change in Control Agreement • November 15th, 1999 • Balanced Care Corp • Services-nursing & personal care facilities • Pennsylvania
R E C I T A L SGuaranty • February 6th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • Ohio
5.1 Any notice or other communication required or permitted to be given hereunder shall be in writing unless some 3 -3-Consulting Agreement • September 28th, 2001 • Balanced Care Corp • Services-nursing & personal care facilities • Ontario
1 Exhibit 10.6 Schedule to Form Interim Management Agreement with NHPManagement Agreement • May 15th, 2001 • Balanced Care Corp • Services-nursing & personal care facilities
SECURITY AGREEMENT (LEWISBURG)Security Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Massachusetts
AMENDMENT NO. 3Loan and Security Agreement • February 14th, 2000 • Balanced Care Corp • Services-nursing & personal care facilities • Maryland
Exhibit 10.4 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT ("Agreement") is made effective as of January 31, 2002 ("Effective Date") by and among the following: [i] HEALTH CARE REIT, INC., a corporation organized under the laws of the State of...Settlement Agreement • February 6th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • Ohio
1 REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.2 This Agreement made as of the 8th day of October, 1999. BETWEEN: IPC ADVISORS S.A.R.L., a corporation governed by the laws of Luxembourg (the "Purchaser")Registration Rights Agreement • October 21st, 1999 • Balanced Care Corp • Services-nursing & personal care facilities • New York
WAIVER THIS WAIVER (the "Waiver") is executed effective as of the 30th day of August, 1996, by John Brennan, an individual ("Brennan"), in connection with that certain Shareholders' Agreement dated September 20, 1995 (together with any modifications...Shareholders' Agreement • October 14th, 1997 • Balanced Care Corp
RECITALSLease • October 14th, 1997 • Balanced Care Corp
ANDAsset Purchase Agreement • October 14th, 1997 • Balanced Care Corp • Pennsylvania
2 - 3 to the extent then vested, 100,000 shares of the Company's common stock at a per share exercise price of $1.50; such stock option shall become vested and exercisable, subject to applicable securities laws, to the extent of 50,000 shares on the...Employment Agreement • October 14th, 1997 • Balanced Care Corp • Pennsylvania
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT Dated as of July 26, 1996, by and between Billy Ray Foster, Sr., both individually and as Trustee of the Revocable Inter Vivos Trust Agreement of Billy Ray Foster dated February 4, 1988, John Douglas Foster,...Stock Purchase Agreement • October 14th, 1997 • Balanced Care Corp • Missouri
WITNESSETH:Consulting Agreement • October 14th, 1997 • Balanced Care Corp
BACKGROUNDMaster Distribution Agreement • October 14th, 1997 • Balanced Care Corp
1 EXHIBIT 10.37 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the first day of September, 1996, by and among Foster Health Care Group, Inc., a Missouri corporation ("Employer"), JOHN D. FOSTER, an individual...Employment Agreement • October 14th, 1997 • Balanced Care Corp • Missouri
Exhibit 10.6 ASSIGNMENT AGREEMENT Reference is made to the (i) Master Lease Agreement between Pennsylvania BCC Properties, Inc., HCN BCC Holdings, Inc. and Balanced Care Tenant (HCN), Inc. effective as of January 1, 2002 (the "Lease Agreement") and...Assignment Agreement • February 6th, 2002 • Balanced Care Corp • Services-nursing & personal care facilities • Ohio
FORM OF FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • November 15th, 1999 • Balanced Care Corp • Services-nursing & personal care facilities
WITNESSETH:Employment Agreement • May 14th, 1999 • Balanced Care Corp • Services-nursing & personal care facilities • Pennsylvania
WITNESSETH;Employment Agreement • December 9th, 1997 • Balanced Care Corp • Services-nursing & personal care facilities • Pennsylvania
1 EXHIBIT 10.16 FORM OF GUARANTY TO: 1. GUARANTY OF PAYMENT AND PERFORMANCE OF OBLIGATIONS. For value received and hereby acknowledged and as an inducement to (hereinafter referred to as the "Lessor") to: (a) enter into that certain lease transaction...Guaranty Agreement • December 9th, 1997 • Balanced Care Corp • Services-nursing & personal care facilities • Massachusetts
