FORM OF REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
and entered into as of ________________, 1998 by and between ElderTrust, a
Maryland real estate investment trust (the "Company"), and the holders of Units
listed on Schedule A hereto (each, individually, a "Holder," and, collectively,
the "Holders").
WHEREAS, on the date hereof, the Holders are receiving Class A
units of limited partnership interest ("Units") in the ElderTrust Operating,
Limited Partnership, a Delaware limited partnership (the "Operating
Partnership");
WHEREAS, in connection therewith, the Company has agreed to
grant to the Holders the Registration Rights (as defined in Section 1 hereof);
NOW, THEREFORE, the parties hereto, in consideration of the
foregoing, the mutual covenants and agreements hereinafter set forth, and other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, hereby agree as follows:
Section 1. Registration Rights
If a Holder receives common shares of beneficial interest
("Common Shares") of the Company upon redemption of Units (the "Redemption
Shares") pursuant to the terms of the First Amended and Restated Agreement of
Limited Partnership of the Operating Partnership (the "Operating Partnership
Agreement"), then unless such Redemption Shares are issued to such Holder
pursuant to an Issuer Registration Statement as provided in Section 2 below,
Holder shall be entitled to offer for sale pursuant to a Registration Statement
(as defined in Section 3 hereof) the Redemption Shares at any time after the
date which is 14 months following the date of the closing of the Company's
initial public offering of Common Shares (the "Effective Date"), subject to the
terms and conditions set forth in Section 3 hereof (the "Registration Rights").
Section 2. Issuer Registration Statement
Anything contained herein to the contrary notwithstanding, in
the event that Redemption Shares are issued by the Company to a Holder pursuant
to an effective registration statement (an "Issuer Registration Statement")
filed with the Securities and Exchange Commission (the "SEC"), the Company shall
be deemed to have satisfied all of its registration obligations under this
Agreement.
Section 3. Demand Registration Rights
3.1(a) Registration Procedure. Unless such Redemption Shares
are issued pursuant to an Issuer Registration Statement as provided in Section 2
hereof, then subject to Sections 3.1(c) and 3.2 hereof, if any Holder desires to
exercise its Registration Rights with respect to any Redemption Shares issued to
such Holder, the Holder shall deliver to the Company a written notice (a
"Registration Notice") informing the Company of such exercise and specifying the
number of shares to be offered by such Holder (such shares to be offered being
referred to herein as the "Registrable Securities"). Such notice may be given at
any time on or after the later of (i) the Effective Date or (ii) the date a
notice of redemption is delivered by the Holder to the Operating Partnership
pursuant to the Operating Partnership Agreement, but must be given at least
fifteen (15) business days prior to the consummation of any sale of Registrable
Securities. Upon receipt of the Registration Notice, the Company, if it has not
already caused the Registrable Securities to be included as part of an existing
shelf registration statement and related prospectus (the "Shelf Registration
Statement") that the Company then has on file with the SEC (in which event the
Company shall be deemed to have satisfied its registration obligation under this
Section 3), will cause to be filed with the SEC as soon as reasonably
practicable after receiving such Registration Notice a new registration
statement and related prospectus (a "New Registration Statement") that complies
as to form in all material respects with applicable SEC rules providing for the
sale by the Holder of the Registrable Securities, and agrees (subject to Section
3.2 hereof) to use its best efforts to cause such New Registration Statement to
be declared effective by the SEC as soon as practicable. (As used herein,
"Registration Statement" and "Prospectus" refer to the Shelf Registration
Statement and related prospectus (including any preliminary prospectus) or the
New Registration Statement and related prospectus (including any preliminary
prospectus), whichever is utilized by the Company to satisfy each Holder's
Registration Rights pursuant to this Section 3, including in each case any
documents incorporated therein by reference.) Each Holder agrees to provide in a
timely manner information regarding the proposed distribution by such Holder of
the Registrable Securities and such other information reasonably requested by
the Company in connection with the preparation of and for inclusion in the
Registration Statement. The Company agrees (subject to Section 3.2 hereof) to
use its best efforts to keep the Registration Statement effective (including the
preparation and filing of any amendments and supplements thereto necessary for
that purpose) until the earlier of (i) the date on which the applicable Holder
or Holders consummate the sale of all of the Registrable Securities registered
under the Registration Statement or (ii) the date on which all of the
Registrable Securities are eligible for sale pursuant to Rule 144(k) (or any
successor provision) or in a single transaction pursuant to Rule 144(e) (or any
successor provision) under the Securities Act of 1933, as amended (the
"Securities Act"). The Company agrees to provide to each Holder a reasonable
number of copies of the final Prospectus and any amendments or supplements
thereto relating to Registrable Securities held by such Holder. Notwithstanding
the foregoing, the Company may at any time, in its sole discretion and prior to
receiving any Redemption Notice from any Holder, include all of the Redemption
Shares or any portion thereof in any Shelf Registration Statement. In connection
with any Registration Statement utilized by the Company to satisfy any Holder's
Registration Rights pursuant to this Section 3, each Holder agrees that it will
respond within three (3) Business Days to any request by the Company to provide
or verify information regarding such Holder or such Holder's Registrable
Securities as may be required to be included in such Registration Statement
pursuant to the rules and regulations of the SEC.
3.1(b) Offers and Sales. All offers and sales by a Holder
pursuant to a Registration Statement referred to in this Section 3 shall be
completed within the period during which such Registration Statement is required
to remain effective pursuant to Section 3.1(a), and upon expiration of such
period no Holder will offer or sell any Registrable Securities pursuant to such
Registration Statement. If directed by the Company, a Holder will return all
undistributed copies of any Prospectus in its possession upon the expiration of
such period.
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3.1(c) Limitations on Registration Rights. Each exercise of
the Registration Right shall be effected with respect to a minimum of the lesser
of (i) Ten Thousand (10,000) Common Shares or (ii) the total number of
Redemption Shares held by the exercising Holder at such time plus the number of
Redemption Shares that may be issued to such Holder upon redemption of Units by
such Holder; provided, however, that, with respect to a Holder which is an
entity, such a Holder may exercise the Registration Right for less than Ten
Thousand (10,000) Common Shares without regard to whether or not such Holder is
exercising the Registration Right for all of the Redemption Shares held by such
Holder as long as such Holder is exercising the Registration Right on behalf of
one or more of its direct equity owners (e.g., shareholders, partners or
members) or beneficiaries in respect of one hundred percent (100%) of such
equity owners' interest in such Holder. The right of any Holder to deliver a
Registration Notice commences upon the later of (i) the Effective Date or (ii)
the date such Holder is permitted to redeem Units pursuant to the Operating
Partnership Agreement. The right of a Holder to deliver a Registration Notice
shall expire on the date on which all of the Redemption Shares held by such
Holder or issuable upon redemption of Units held by such Holder are eligible for
sale pursuant to Rule 144(k) (or any successor provision) or in a single
transaction pursuant to Rule 144(e) (or any successor provision) under the
Securities Act. The Registration Rights granted pursuant to this Section 3.1 may
not be exercised in connection with any underwritten public offering by the
Company or by any Holder without the prior written consent of the Company.
3.2 Suspension of Offering. Upon any notice by the Company,
either before or after a Holder has delivered a Registration Notice, that a
negotiation or consummation of a transaction by the Company or its subsidiaries
is pending or an event has occurred, which negotiation, consummation or event
would require additional disclosure by the Company in the Registration Statement
of material information which the Company has a bona fide business purpose for
keeping confidential and the nondisclosure of which in the Registration
Statement might cause the Registration Statement to fail to comply with
applicable disclosure requirements (a "Materiality Notice"), such Holder agrees
that it will immediately discontinue offers and sales of the Registrable
Securities under the Registration Statement until Holder receives copies of a
supplemented or amended Prospectus that corrects the misstatement(s) or
omission(s) referred to above and receives notice that any post-effective
amendment has become effective; provided, that the Company may delay, suspend or
withdraw the Registration Statement for such reason for no more than sixty (60)
days after delivery of the Materiality Notice at any one time. If so directed by
the Company, such Holder will deliver to the Company all copies of the
Prospectus covering the Registrable Securities current at the time of receipt of
any Materiality Notice.
3.3 Qualification. The Company agrees to use its best efforts
to register or qualify the Registrable Securities by the time the applicable
Registration Statement is declared effective by the SEC under all applicable
state securities or "blue sky" laws of such jurisdictions as the applicable
Holder shall reasonably request in writing, to keep each such registration or
qualification effective during the period such Registration Statement is
required to be kept effective or during the period offers or sales are being
made by such Holder after delivery of a Registration Notice to the Company,
whichever is shorter, and to do any and all other acts and things which may be
reasonably necessary or advisable to enable such Holder to consummate the
disposition in each such jurisdiction of the Registrable Securities owned by
such Holder; provided, however, that the Company shall not be required to (x)
qualify generally to do business in any jurisdiction or to register as a broker
or dealer in such jurisdiction where it would not otherwise be required to
qualify but for this Section 3.3, (y) subject itself to taxation in any such
jurisdiction or (z) submit to the general service of process in any such
jurisdiction.
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3.4 Indemnification by the Company. The Company agrees to
indemnify and hold harmless each Holder and each person, if any, who controls
any Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
follows:
(i) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, arising out of or
based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration
Statement (or any amendment thereto) pursuant to which the
Registrable Securities were registered under the
Securities Act, including all documents incorporated
therein by reference, or the omission or alleged omission
therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading
or arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in
any Prospectus (or any amendment or supplement thereto),
including all documents incorporated therein by reference,
or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which
they were made, not misleading;
(ii) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent
of the aggregate amount paid in settlement of any
litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or
of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue
statement or omission, if such settlement is effected with
the written consent of the Company; and
(iii) against any and all expense whatsoever, as
incurred (including reasonable fees and disbursements of
counsel), reasonably incurred in investigating, preparing
or defending against any litigation, or investigation or
proceeding by any governmental agency or body, commenced
or threatened, in each case whether or not a party, or any
claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid
under subparagraph (i) or (ii) above;
provided, however, that the indemnity provided pursuant to this Section 3.4 does
not apply to any Holder with respect to any loss, liability, claim, damage or
expense to the extent arising out of (A) any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by such Holder expressly for
use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto), or (B) such Holder's failure to
deliver an amended or supplemental Prospectus if such loss, liability, claim,
damage or expense would not have arisen had such delivery occurred.
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3.5 Indemnification by Each Holder. Each Holder (and each
permitted assignee of a Holder, on a several basis) agrees to indemnify and hold
harmless the Company, and each of its trustees and officers (including each
trustee and officer of the Company who signed a Registration Statement), and
each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act, as follows:
(i) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of or
based upon any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement (or
any amendment thereto) pursuant to which the Registrable
Securities were registered under the Securities Act, including
all documents incorporated therein by reference, or the
omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the
statements therein not misleading or arising out of or based
upon any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus (or any amendment or
supplement thereto), including all documents incorporated
therein by reference, or the omission or alleged omission
therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading;
(ii) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of
the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is
effected with the written consent of such Holder; and
(iii) against any and all expense whatsoever, as
incurred (including reasonable fees and disbursements of
counsel), reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened, in each case whether or not a party, or any claim
whatsoever based upon any such untrue statement or omission,
or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under subparagraph
(i) or (ii) above;
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provided, however, that the indemnity provided pursuant to this Section 3.5
shall only apply with respect to any loss, liability, claim, damage or expense
to the extent arising out of (A) any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
written information furnished to the Company by such Holder expressly for use in
the Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto) or (B) such Holder's failure to deliver an
amended or supplemental Prospectus if such loss, liability, claim, damage or
expense would not have arisen had such delivery occurred. Notwithstanding the
provisions of this Section 3.5, a Holder and any permitted assignee shall not be
required to indemnify the Company, its officers, trustees or control persons
with respect to any amount in excess of the amount of the total proceeds to such
Holder or such permitted assignee, as the case may be, from sales of the
Registrable Securities of such Holder under the Registration Statement, and no
Holder shall be liable under this Section 3.5 for any statements or omissions of
any other Holder.
3.6 Conduct of Indemnification Proceedings. The indemnified
party hereunder shall give reasonably prompt notice to the indemnifying party of
any action, suit, proceeding or investigation or written threat thereof (a
"Proceeding") commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify the indemnifying party (i) shall not relieve
it from any liability which it may have under the indemnity agreement provided
in Section 3.4 or 3.5 above, unless and to the extent it did not otherwise learn
of such Proceeding and the lack of notice by the indemnified party results in
the forfeiture by the indemnifying party of substantial rights and defenses, and
(ii) shall not, in any event, relieve the indemnifying party from any
obligations to the indemnified party other than the indemnification obligation
provided under Section 3.4 or 3.5 above. If the indemnifying party so elects
within a reasonable time after receipt of such notice, the indemnifying party
may assume the defense of such Proceeding at such indemnifying party's own
expense with counsel chosen by the indemnifying party and approved by the
indemnified party, which approval shall not be unreasonably withheld; provided,
however, that the indemnifying party will not settle any such Proceeding without
the written consent of the indemnified party unless, as a condition to such
settlement, the indemnifying party secures the unconditional release of the
indemnified party; and provided further, that if the indemnified party
reasonably determines that a conflict of interest exists where it is advisable
for the indemnified party to be represented by separate counsel or that, upon
advice of counsel, there may be legal defenses available to it which are
different from or in addition to those available to the indemnifying party, then
the indemnifying party shall not be entitled to assume such defense and the
indemnified party shall be entitled to separate counsel at the indemnifying
party's expense. If the indemnifying party is not entitled to assume the defense
of such Proceeding as a result of the second proviso to the preceding sentence,
the indemnifying party's counsel shall be entitled to conduct the indemnifying
party's defense and counsel for the indemnified party shall be entitled to
conduct the defense of the indemnified party, it being understood that both such
counsel will cooperate with each other to conduct the defense of such Proceeding
as efficiently as possible. If the indemnifying party is not so entitled to
assume the defense of such Proceeding or does not assume such defense, after
having received the notice referred to in the first sentence of this paragraph,
the indemnifying party will pay the reasonable fees and expenses of counsel for
the indemnified party. In such event, however, the indemnifying party will not
be liable for any settlement effected without the written consent of the
indemnifying party. If an indemnifying party is entitled to assume, and assumes,
the defense of such Proceeding in accordance with this paragraph, the
indemnifying party shall not be liable for any fees and expenses of counsel for
the indemnified party incurred thereafter in connection with such Proceeding.
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3.7 Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Sections 3.4 and 3.5 above is for any reason held to be unenforceable by the
indemnified party although applicable in accordance with its terms, the Company
and the relevant Holder shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement incurred by the Company and such Holder, (i) in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and
such Holder on the other, in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or expenses, or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative fault of
but also the relative benefits to the Company on the one hand and such Holder on
the other, in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits to the indemnifying party and
indemnified party shall be determined by reference to, among other things, the
total proceeds received by the indemnifying party and indemnified party in
connection with the offering to which such losses, claims, damages, liabilities
or expenses relate. The relative fault of the indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has been
made by, or relates to information supplied by, the indemnifying party or the
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action.
The parties hereto agree that it would not be just or
equitable if contribution pursuant to this Section 3.7 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 3.7, a Holder shall
not be required to contribute any amount in excess of the amount of the total
proceeds to such Holder from sales of the Registrable Securities of such Holder
under the Registration Statement.
Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 3.7, each person, if
any, who controls a Holder within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution
as such Holder, and each trustee of the Company, each officer of the Company who
signed a Registration Statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act shall have the same rights to contribution as the Company.
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Section 4. Expenses
The Company shall pay all expenses incident to the performance
by it of its registration obligations under Sections 2 and 3, including (i) all
stock exchange, SEC and state securities registration, listing and filing fees,
(ii) all expenses incurred in connection with the preparation, printing and
distributing of the Registration Statement and Prospectus and (iii) fees and
disbursements of counsel for the Company and of the independent public
accountants of the Company. Each Holder shall be responsible for the payment of
(i) any brokerage and sales commissions, (ii) fees and disbursements of such
Holder's counsel, accountants and other advisors and (iii) any transfer taxes
relating to the sale or disposition of the Registrable Securities by such Holder
pursuant to Section 3 or otherwise.
Section 5. Rule 144 Compliance
The Company covenants that it will use its best efforts to
file in a timely manner the reports required to be filed by the Company under
the Securities Act and the Exchange Act so as to enable each Holder to sell
Registrable Securities pursuant to Rule 144 under the Securities Act. In
connection with any sale, transfer or other disposition by a Holder of any
Registrable Securities pursuant to Rule 144 under the Securities Act, the
Company shall cooperate with the Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any Securities Act legend, and to enable certificates for such
Registrable Securities to be for such number of shares and registered in such
names as such Holder may reasonably request at least ten (10) business days
prior to any sale of Registrable Securities hereunder.
Section 6. Miscellaneous
6.1 Integration; Amendment. This Agreement constitutes the
entire agreement among the parties hereto with respect to the matters set forth
herein and supersedes and renders of no force and effect all prior oral or
written agreements, commitments and understandings among the parties with
respect to the matters set forth herein. Except as otherwise expressly provided
in this Agreement, no amendment, modification or discharge of this Agreement
shall be valid or binding unless set forth in writing and duly executed by the
Company and each Holder against whom such amendment, modification or discharge
is sought to be enforced.
6.2 Waivers. No waiver by a party hereto shall be effective
unless made in a written instrument duly executed by the party against whom such
waiver is sought to be enforced, and only to the extent set forth in such
instrument. Neither the waiver by any of the parties hereto of a breach or a
default under any of the provisions of this Agreement, nor the failure of any of
the parties, on one or more occasions, to enforce any of the provisions of this
Agreement or to exercise any right or privilege hereunder shall thereafter be
construed as a waiver of any subsequent breach or default of a similar nature,
or as a waiver of any such provisions, rights or privileges hereunder.
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6.3 Assignment; Successors and Assigns. This Agreement and the
rights granted hereunder may not be assigned by any Holder without the written
consent of the Company; provided, however, that any Holder may assign its rights
and obligations hereunder, in whole or in part, following at least ten (10) days
prior written notice to the Company, (i) to such Holder's direct equity owners
(e.g., shareholders, partners or members) or beneficiaries in connection a
distribution of such Holder's Units to its direct equity owners or beneficiaries
and (ii) to a permitted transferee in connection with a transfer of the Units in
accordance with the terms of the Operating Partnership Agreement, if, in the
case of either (i) or (ii) above, such persons agree in writing to be bound by
all of the provisions hereof.
6.4 Burden and Benefit. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
executors, personal and legal representatives, successors and, subject to
Section 6.3 above, assigns.
6.5 Notices. All notices called for under this Agreement shall
be in writing and shall be given by hand delivery, registered first class mail,
telecopier or any courier guaranteeing overnight delivery, and shall be
addressed (return receipt requested), postage prepaid, (i) if to the Company, at
its address appearing on the signature page hereto, or (ii) if to a Holder, to
the addresses set forth opposite its name in Schedule A hereto, or to any other
address or addressee as any party entitled to receive notice under this
Agreement shall designate, from time to time, to others in the manner provided
in this Section 6.5 for the service of notices. All such notices shall be deemed
to have been given: at the time delivered by hand, if personally delivered;
three (3) business days after being deposited in the mail, if mailed; when
receipt is acknowledged, if telecopied; or at the time delivered, if delivered
by a courier guaranteeing overnight delivery.
6.6 Specific Performance. The parties hereto acknowledge that
the obligations undertaken by them hereunder are unique and that there would be
no adequate remedy at law if any party fails to perform any of its obligations
hereunder, and accordingly agree that each party, in addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to (i)
compel specific performance of the obligations, covenants and agreements of any
other party under this Agreement in accordance with the terms and conditions of
this Agreement and (ii) obtain preliminary injunctive relief to secure specific
performance and to prevent a breach or contemplated breach of this Agreement in
any court of the United States or any State thereof having jurisdiction.
6.7 Governing Law. This Agreement, the rights and obligations
of the parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the State of Maryland,
but not including the choice of law rules thereof.
6.8 Headings. Section and subsection headings contained in
this Agreement are inserted for convenience of reference only, shall not be
deemed to be a part of this Agreement for any purpose, and shall not in any way
define or affect the meaning, construction or scope of any of the provisions
hereof.
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6.9 Pronouns. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or entity may require.
6.10 Execution in Counterparts. To facilitate execution, this
Agreement may be executed in as many counterparts as may be required. It shall
not be necessary that the signature of or on behalf of each party appears on
each counterpart, but it shall be sufficient that the signature of or on behalf
of each party appears on one or more of the counterparts. All counterparts shall
collectively constitute a single agreement. It shall not be necessary in any
proof of this Agreement to produce or account for more than a number of
counterparts containing the respective signatures of or on behalf of all of the
parties.
6.11 Severability. If fulfillment of any provision of this
Agreement, at the time such fulfillment shall be due, shall transcend the limit
of validity prescribed by law, then the obligation to be fulfilled shall be
reduced to the limit of such validity; and if any clause or provision contained
in this Agreement operates or would operate to invalidate this Agreement, in
whole or in part, then such clause or provision only shall be held ineffective,
as though not herein contained, and the remainder of this Agreement shall remain
operative and in full force and effect.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf as of the date first hereinabove set
forth.
COMPANY:
Address: ElderTrust
000 XxXxxxxx Xxxx
Xxxxx 000
Xxxxxxx Xxxxxx, XX 00000
. By: _____________________________________
Name: _____________________________________
Title: _____________________________________
HOLDERS:
. By: _____________________________________
Name: _____________________________________
Title: Attorney-in-Fact
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SCHEDULE A
----------
HOLDERS
Xxxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxx
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxx
D. Xxx XxXxxxxx, Xx.
MGI Limited Partnership
Xxxxxx X. Xxxxxxx, Xx.
Senior LifeChoice Corporation
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxxxx
