ContractMerger Agreement • May 18th, 2011 • Ventas Inc • Real estate investment trusts
This AMENDMENT NO. 1, dated as of May 12, 2011 (this “Amendment”), to the Merger Agreement, dated as of October 21, 2010 (the “Merger Agreement”), by and among Ventas, Inc., a Delaware corporation (“Acquiror”), Ventas SL I, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror (“Merger Sub A”), Ventas SL II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror (“Merger Sub O”), Ventas SL III, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror (“Merger Sub C”), Atria Holdings LLC, a Delaware limited liability company (“Atria Holdings”), Lazard Senior Housing Partners LP, a Delaware limited partnership (“Senior Housing LP”), LSHP Coinvestment Partnership I LP, a Delaware limited partnership (“Coinvestment LP”), Atria Senior Living Group, Inc., a Delaware corporation (“Atria Inc.”), One Lantern Senior Living Inc, a Delaware corporation (“OLSL Inc”), and LSHP Coinvestment I Inc, a Delaware corpora
VENTAS, INC. 111 South Wacker Drive, Suite 4800 Chicago, IL 60606Director Appointment Agreement • May 18th, 2011 • Ventas Inc • Real estate investment trusts
This letter agreement is being delivered in connection with the Merger Agreement, dated October 21, 2010, by and among Ventas, Inc., a Delaware corporation (“Acquiror”), Ventas SL I, LLC, 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, Ventas SL III, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Acquiror, Atria Holdings LLC, a Delaware limited liability company, Lazard Senior Housing Partners LP, a Delaware limited partnership (“Senior Housing LP”), LSHP Coinvestment Partnership I LP, a Delaware limited partnership (“Coinvestment LP”) (Senior Housing LP, Coinvestment LP and Prometheus Senior Quarters LLC, a Delaware limited liability company, each, a “Stockholder” and, collectively, the “Stockholders”), Atria Senior Living Group, Inc., a Delaware corporation, One Lantern Senior Living Inc, a Delaware corpora
Prometheus Senior Quarters LLC Lazard Senior Housing Partners LP LSHP Coinvestment Partnership I LPLock-Up Agreement • May 18th, 2011 • Ventas Inc • Real estate investment trusts
This letter agreement is being delivered pursuant to the Merger Agreement, dated October 21, 2010, by and among Ventas, Inc., a Delaware corporation (“Acquiror”), Ventas SL I, LLC, 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, Ventas SL III, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror, Atria Holdings LLC, a Delaware limited liability company, Lazard Senior Housing Partners LP, a Delaware limited partnership (“Senior Housing LP”), LSHP Coinvestment Partnership I LP, a Delaware limited partnership (“Coinvestment LP”) (Senior Housing LP, Coinvestment LP and Prometheus Senior Quarters LLC, a Delaware limited liability company, each, a “Stockholder” and, collectively, the “Stockholders”), Atria Senior Living Group, Inc., a Delaware corporation, One Lantern Senior Living Inc, a Delaware corporation
May 12, 2011 Prometheus Senior Quarters LLC c/o Lazard Frères Real Estate Investors L.L.C. 30 Rockefeller Plaza, 50th Floor New York, New York 10020 Lazard Senior Housing Partners LP c/o Lazard Real Estate Partners LLC 30 Rockefeller Plaza, 50th Floor...Ownership Limit Waiver • May 18th, 2011 • Ventas Inc • Real estate investment trusts
Reference is hereby made to that certain Merger Agreement (as amended through the date hereof, the “Agreement”), dated October 21, 2010, by and among Ventas, Inc., a Delaware corporation (“Acquiror”), Ventas SL I, LLC, 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, Ventas SL III, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror, Atria Holdings LLC, a Delaware limited liability company (“Atria Holdings”), Lazard Senior Housing Partners LP, a Delaware limited partnership (“Senior Housing LP”), and LSHP Coinvestment Partnership I LP, a Delaware limited partnership (“Coinvestment LP”), Atria Senior Living Group, Inc., a Delaware corporation, One Lantern Senior Living Inc, a Delaware corporation, and LSHP Coinvestment I Inc, a Delaware corporation (“Coinvestment Inc”). Prometheus Senior Quarters LLC, a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2011 • Ventas Inc • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is made as of May 12, 2011, by and among Ventas, Inc., a Delaware corporation (the “Company”), and 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” and together with Prometheus and Senior Housing LP, the “Principal Stockholders”).
