AGREEMENT AND PLAN OF MERGER DATED AS OF September 30, 1997 AMONG PROMETHEUS SENIOR QUARTERS LLC, PROMETHEUS ACQUISITION CORP. AND KAPSON SENIOR QUARTERS CORP. TABLE OF CONTENTSMerger Agreement • October 10th, 1997 • Prometheus Senior Quarters LLC • Services-nursing & personal care facilities • Delaware
EXHIBIT 99.(c)(2) 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...Stockholders Agreement • March 2nd, 1998 • Prometheus Senior Quarters LLC • Delaware
RECITALSEscrow Agreement • March 2nd, 1998 • Prometheus Senior Quarters LLC • New York
EXHIBIT 99.(c)(4) 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 Glenn Kaplan (the...Employment Agreement • March 2nd, 1998 • Prometheus Senior Quarters LLC • New York
STOCKHOLDERS AGREEMENTStockholders Agreement • October 10th, 1997 • Prometheus Senior Quarters LLC • Services-nursing & personal care facilities • Delaware
anniversary of the termination of the Merger Agreement; provided, however, that if a tender offer shall be commenced by any party or entity other than investor and its affiliates with respect to the Common Stock, then, notwithstanding any provision of...Stockholders Agreement • October 15th, 1997 • Prometheus Senior Quarters LLC • Services-nursing & personal care facilities • Delaware
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 • Prometheus Senior Quarters LLC
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.
VENTAS, INC. 21,070,658 Shares of Common Stock UNDERWRITING AGREEMENT Dated January 3, 2012 CITIGROUP GLOBAL MARKETS INC.Underwriting Agreement • January 5th, 2012 • Prometheus Senior Quarters LLC • New York
OF MERGER DATED AS OFAgreement and Plan of Merger • March 2nd, 1998 • Prometheus Senior Quarters LLC • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • May 23rd, 2011 • Prometheus Senior Quarters LLC
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D (including amendments thereto) to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
ASSIGNMENT AGREEMENT (Ventas Stock and Additional Payment)Assignment Agreement • May 23rd, 2011 • Prometheus Senior Quarters LLC • New York
This Assignment Agreement (the “Agreement”) is entered into on and as of May 12, 2011, by and among Prometheus Senior Quarters LLC, a Delaware limited liability company (“Prometheus”), Lazard Senior Housing Partners LP, a Delaware limited partnership (“Senior Housing LP”), and LSHP Coinvestment Partnership I LP, a Delaware limited partnership (“Coinvestment LP”) (Prometheus, Senior Housing LP and Coinvestment LP, each, a “Stockholder” and, collectively, the “Stockholders”) and Atria Senior Living, Inc., a Delaware corporation (“ASLI”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 23rd, 2011 • Prometheus Senior Quarters LLC • New York
This INDEMNIFICATION AGREEMENT (this “Agreement”) is effective as of May 12, 2011, by and among Ventas, Inc., a Delaware corporation (“Acquiror”), Ventas SL I, LLC (“Merger Sub A”), a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror, Ventas SL II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub O”), Ventas SL III, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub C”), Prometheus Senior Quarters LLC, a Delaware limited liability company (“Prometheus”), Lazard Senior Housing Partners LP, a Delaware limited partnership (“Senior Housing LP”), LSHP Coinvestment Partnership I LP, a Delaware limited partnership (“Coinvestment LP” and, together with Prometheus and Senior Housing LP, the “Stockholders”), Atria Senior Living Group, Inc., a Delaware corporation (“Existing Guarantor”), One Lantern Senior Living Inc, a Delaware corporation (“OLSL”), LSH
LAZARD FRERES REAL ESTATE INVESTORS, L.L.C. 30 Rockefeller Center, 63rd Floor New York, N.Y. 10029 September 30, 1997 The Board of Directors ARV Assisted Living, Inc. 245 Fischer Avenue D-1 Costa Mesa, CA 92626 Gentlemen: Lazard Freres Real Estate...Stockholders Agreement • October 15th, 1997 • Prometheus Senior Quarters LLC • Services-nursing & personal care facilities
October 29, 1997 The Board of Directors ARV Assisted Living, Inc. 245 Fisher Avenue D-1 Costa Mesa, CA 92626 Gentlemen: Lazard Freres Real Estate Investors, L.L.C. ("LFREI") and Prometheus Assisted Living LLC ("Prometheus") are parties to a...Stockholders Agreement • November 7th, 1997 • Prometheus Senior Quarters LLC • Services-nursing & personal care facilities
among LF STRATEGIC REALTY INVESTORS II L.P., AS BORROWERRevolving Credit Agreement • March 31st, 1998 • Prometheus Senior Quarters LLC • New York
October 29, 1997 The Board of Directors ARV Assisted Living, Inc. 245 Fischer Avenue D-1 Costa Mesa, CA 92626 Gentlemen: Lazard Freres Real Estate investors, L.L.C. ("LFREI") and Prometheus Assisted Living LLC ("Prometheus") are parties to a...Stockholders Agreement • March 2nd, 1998 • Prometheus Senior Quarters LLC
ESCROW AGREEMENTEscrow Agreement • May 23rd, 2011 • Prometheus Senior Quarters LLC • New York
THIS ESCROW AGREEMENT, dated as of May 12, 2011 (the “Agreement”), is by and among (a) Ventas, Inc., a Delaware corporation (“Acquiror”), (b) Prometheus Senior Quarters LLC, a Delaware limited liability company, as successor in interest to Atria Holdings LLC (“Prometheus”), Lazard Senior Housing Partners LP, a Delaware limited partnership (“Senior Housing LP”), and LSHP Coinvestment Partnership I LP, a Delaware limited partnership (“Coinvestment LP”) (Prometheus, Senior Housing LP and Coinvestment LP, each, a “Stockholder” and, collectively, the “Stockholders”, and together with Acquiror, each, a “Merger Party” and, collectively, the “Merger Parties”), and (c) JP Morgan Chase Bank N.A., as escrow agent (the “Escrow Agent”).
