0000950133-05-002146 Sample Contracts

SUNRISE SENIOR LIVING, INC. [2002][2003] STOCK OPTION AND RESTRICTED STOCK PLAN FORM OF NON-EXECUTIVE RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 10th, 2005 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware

This grant is an award of Stock in the number of shares set forth on the cover sheet, at the purchase price set forth on the cover sheet, and subject to the vesting conditions described below (the “Restricted Stock”). The purchase price for the Restricted Stock is deemed paid by your services to the Company. To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process.

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SUNRISE SENIOR LIVING, INC. [2002][2003] STOCK OPTION AND RESTRICTED STOCK PLAN FORM OF EXECUTIVE RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 10th, 2005 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware

This grant is an award of Stock in the number of shares set forth on the cover sheet, at the purchase price set forth on the cover sheet, and subject to the vesting conditions described below (the “Restricted Stock”). The purchase price for the Restricted Stock is deemed paid by your services to the Company. To the extent not yet vested, your Restricted Stock may not be transferred, assigned, pledged or hypothecated, whether by operation of law or otherwise, nor may the Restricted Stock be made subject to execution, attachment or similar process.

FACILITIES PURCHASE AND SALE AGREEMENT BY AND AMONG SUNRISE SENIOR LIVING INVESTMENTS, INC., as Purchaser AND FOUNTAINS CANTERBURY LIMITED PARTNERSHIP, FOUNTAINS ALBEMARLE LIMITED PARTNERSHIP, FOUNTAINS LA CHOLLA LIMITED PARTNERSHIP, FOUNTAINS CRYSTAL...
Facilities Purchase and Sale Agreement • May 10th, 2005 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware

This FACILITIES PURCHASE AND SALE AGREEMENT dated as of January 19, 2005, by and among (i) Sunrise Senior Living Investments, Inc., a Virginia corporation, (“Purchaser”), (ii) each of the entities listed on the attached Schedule 1 (individually, a “Seller” and collectively, “Sellers”), and (iii) Fountains Charitable Income Trust (the “Trust”).

PURCHASER REPLACEMENT AND RELEASE AGREEMENT
Purchaser Replacement and Release Agreement • May 10th, 2005 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware

This PURCHASER REPLACEMENT AND RELEASE AGREEMENT (“Agreement”) is executed and delivered by the undersigned as of this 18th day of February, 2005.

ASSET PURCHASE AGREEMENT BY AND AMONG SUNRISE SENIOR LIVING INVESTMENTS, INC., as Purchaser AND FOUNTAINS CONTINUUM OF CARE, INC., FOUNTAINS RETIREMENT COMMUNITIES, INC., HOME & HOSPITAL SERVICES, INC., FOUNTAINS HOME CARE OF ARIZONA, INC., HARVEST...
Asset Purchase Agreement by And • May 10th, 2005 • Sunrise Senior Living Inc • Services-nursing & personal care facilities • Delaware

This ASSET PURCHASE AGREEMENT dated as of January 19, 2005, by and among Sunrise Senior Living Investments, Inc., a Virginia corporation, (“Purchaser”), Fountains Continuum of Care, Inc., a Delaware corporation (“FCC”), Fountains Retirement Communities, Inc., an Arizona corporation and a directly wholly-owned subsidiary of FCC (“FRC”), Home & Hospital Services, Inc., an Arizona corporation and a wholly-owned subsidiary of FCC (“FH&H”), Fountains Home Care of Arizona, Inc., an Arizona corporation and a directly wholly-owned subsidiary of FCC (“FHC-AZ”), Harvest Village Partners, L.L.C., an Oklahoma limited liability company and an indirect wholly-owned subsidiary of FCC (“HVP”), Fountains Home Care of North Carolina, Inc., a North Carolina corporation and a directly wholly-owned subsidiary of FCC (“FHC-NC”), Fountains Home Care of Michigan, Inc., a Michigan corporation and a directly wholly-owned subsidiary of FCC (“FHC-MI”), Fountains Home Care of Illinois, Inc., an Illinois corporatio

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