STOCKHOLDERS AND VOTING AGREEMENT BY AND AMONG BROOKDALE SENIOR LIVING INC., FIT-ALT INVESTOR LLC EMERITUS CORPORATION and NW SELECT LLC Dated as of June 29, 2005Stockholders and Voting Agreement • July 1st, 2005 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Delaware
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 1st, 2005 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of June 29, 2005, is by and among NW SELECT LLC, a Washington limited liability company ("NW Select"), EMERITUS CORPORATION, a Washington corporation ("Emeritus" and, together with NW Select, the "Sellers", and each individually, a "Seller"), FIT-ALT INVESTOR LLC, a Delaware limited liability company ("Buyer"), and BROOKDALE SENIOR LIVING INC., a Delaware corporation ("Newco").
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FEBC-ALT INVESTORS LLC dated as of June 29, 2005Limited Liability Company Agreement • July 1st, 2005 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Delaware
