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EXHIBIT 4.8
WAIVER
THIS WAIVER (the "Waiver") is executed effective as of the 30th day of
August, 1996, by Xxxx Xxxxxxx, an individual ("Xxxxxxx"), in connection with
that certain Shareholders' Agreement dated September 20, 1995 (together with
any modifications or amendments thereto, the Shareholders' Agreement), executed
by and among Balanced Care Corporation, a Delaware corporation (the
"Corporation") and Xxxxxxx, Xxxx X. Xxxxxxxxx, an individual, Xxxxxx X. Xxxxxx,
an individual, Xxxxx X. Xxxxx, an individual, K.D. Investment, a Pennsylvania
partnership and SAE Partners, a Pennsylvania partnership (hereinafter, any term
used but not defined herein shall have the meaning ascribed to such term in the
Shareholders' Agreement).
Pursuant to Section 6 of the Shareholders' Agreement, Xxxxxxx has the
right of first offer to purchase Additional Shares, on terms and conditions
more specifically set forth therein (the "Right of First Offer").
By signing this Waiver, Xxxxxxx hereby waives any and all rights
arising under or in connection with said Right of First Offer in connection
with that certain Capital Stock Purchase Warrant (the "Warrant") to be executed
by the Corporation in favor of Meditust Mortgage Investments, Inc., a Delaware
corporation (together with any subsequent transferees of all or any portion of
said Warrant, the "Holder"), which Warrant entitles the Holder thereof to
subscribe for and purchase up to 6,490 Shares of the Corporation.
IN WITNESS WHEREOF, intending to be legally bound hereby, Xxxxxxx has
caused this Waiver to be executed and delivered on the date first above
written.
SHAREHOLDER:
/s/ Xxxx Xxxxxxx
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XXXX XXXXXXX
This Waiver is hereby acknowledged by and among the following:
BALANCED CARE CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx X. XxXxxxxx
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Name: XXXXXXX X. XxXXXXXX
Title: CHIEF FINANCIAL OFFICER
[SIGNATURES CONTINUED ON NEXT PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGES]
SHAREHOLDERS:
/s/ Xxxx X. Xxxxxxxxx
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XXXX X. XXXXXXXXX
/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
X.X. INVESTMENT,
a Pennsylvania partnership
By: /s/ Xxxxx Xxxxxx
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Name: XXXXX XXXXXX
Title: MANAGING PARTNER
SAE PARTNERS,
a Pennsylvania partnership
By: /s/ F. Xxxxx Xxxx
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Name: F. XXXXX XXXX
Title: MANAGING PARTNER
