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
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.
OF MERGER DATED AS OFAgreement and Plan of Merger • March 2nd, 1998 • Prometheus Senior Quarters LLC • Delaware
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
