REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), by and among EMERITUS CORPORATION, a Washington corporation (the “Company”); AP SUMMERVILLE, LLC, a Delaware limited liability company (“AP Summerville”), AP SUMMERVILLE II, LLC, a Delaware limited liability company (“AP Summerville II”), APOLLO REAL ESTATE INVESTMENT FUND III, L.P., a Delaware limited partnership (“AREIF III”), and APOLLO REAL ESTATE INVESTMENT FUND IV, L.P., a Delaware limited partnership (“AREIF IV”, and together with AP Summerville, AP Summerville II and AREIF III, the “Apollo Holders”); GRANGER COBB (“Cobb”); Daniel R. Baty ("Baty"), CATALINA GENERAL PARTNERSHIP, L.P., a Washington limited partnership ("Catalina"), COLUMBIA SELECT, L.P., a Washington limited partnership ("Columbia"), and B.F., LIMITED PARTNERSHIP, a Washington limited partnership ("B.F.", and together with Baty, Catalina and Columbia, the “Baty Holders”); and SARATOGA PARTNERS IV, L.P., a Delaware limited partnership, SARATOGA COINVESTMENT IV,
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • April 2nd, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (“Agreement”), by and among EMERITUS CORPORATION, a Washington corporation (the “Company”), AP SUMMERVILLE, LLC, a Delaware limited liability company (“AP Summerville”), AP SUMMERVILLE II, LLC, a Delaware limited liability company (“AP Summerville II”), APOLLO REAL ESTATE INVESTMENT FUND III, L.P., a Delaware limited partnership (“AREIF III”), and APOLLO REAL ESTATE INVESTMENT FUND IV, L.P., a Delaware limited partnership (“AREIF IV”, and together with AP Summerville, AP Summerville II and AREIF III, the “Apollo Shareholders”) and DANIEL R. BATY, an individual (“Baty”), CATALINA GENERAL PARTNERSHIP L.P., a Washington limited partnership (“Catalina”), COLUMBIA SELECT, L.P., a Washington limited partnership (“Columbia”), and B.F. LIMITED PARTNERSHIP, a Washington limited partnership (“B.F., and collectively with Baty, Catalina and Columbia, the “Baty Shareholders”) and SARATOGA PARTNERS IV, L.P. a Delaware limited partnership (“Saratoga”),
AGREEMENT AND PLAN OF MERGER BY AND AMONG EMERITUS CORPORATION, BOSTON PROJECT ACQUISITION CORP., SUMMERVILLE SENIOR LIVING, INC., AP SUMMERVILLE, LLC AP SUMMERVILLE II, LLC, DANIEL R. BATY, SARATOGA PARTNERS IV, L.P. AND AP SUMMERVILLE II, LLC, as...Merger Agreement • April 2nd, 2007 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Delaware
Agreement and Plan of Merger (this “Agreement”) entered into as of March 29, 2007 by and among EMERITUS CORPORATION, a Washington corporation (“Parent”), BOSTON PROJECT ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Transitory Subsidiary”), SUMMERVILLE SENIOR LIVING, INC., a Delaware corporation (the “Company”), and solely for purposes of Article VI, AP SUMMERVILLE, LLC, a Delaware limited liability company, and AP SUMMERVILLE II, LLC, a Delaware limited liability company (collectively, the “Apollo Stockholders”), and for the limited purpose set forth on the signature page hereto, APOLLO REAL ESTATE INVESTMENT FUND III, L.P., a Delaware limited partnership, and APOLLO REAL ESTATE INVESTMENT FUND IV, L.P., a Delaware limited partnership, and AP SUMMERVILLE II, LLC as Stockholder Representative, and solely for purposes of Section 4.8, DANIEL R. BATY, an individual, and SARATOGA PARTNERS IV, L.P., a Delaware limited partnership (collectively, the “
