JOINT FILING AGREEMENTJoint Filing Agreement • May 23rd, 2011 • Prometheus Senior Quarters LLC
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D (including amendments thereto) to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
ASSIGNMENT AGREEMENT (Ventas Stock and Additional Payment)Assignment Agreement • May 23rd, 2011 • Prometheus Senior Quarters LLC • New York
This Assignment Agreement (the “Agreement”) is entered into on and as of May 12, 2011, by and among 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”) (Prometheus, Senior Housing LP and Coinvestment LP, each, a “Stockholder” and, collectively, the “Stockholders”) and Atria Senior Living, Inc., a Delaware corporation (“ASLI”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 23rd, 2011 • Prometheus Senior Quarters LLC • New York
This INDEMNIFICATION AGREEMENT (this “Agreement”) is effective as of May 12, 2011, by and among Ventas, Inc., a Delaware corporation (“Acquiror”), Ventas SL I, LLC (“Merger Sub A”), 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 (“Merger Sub O”), Ventas SL III, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub C”), Prometheus Senior Quarters LLC, a Delaware limited liability company (“Prometheus”), Lazard Senior Housing Partners LP, a Delaware limited partnership (“Senior Housing LP”), LSHP Coinvestment Partnership I LP, a Delaware limited partnership (“Coinvestment LP” and, together with Prometheus and Senior Housing LP, the “Stockholders”), Atria Senior Living Group, Inc., a Delaware corporation (“Existing Guarantor”), One Lantern Senior Living Inc, a Delaware corporation (“OLSL”), LSH
ESCROW AGREEMENTEscrow Agreement • May 23rd, 2011 • Prometheus Senior Quarters LLC • New York
THIS ESCROW AGREEMENT, dated as of May 12, 2011 (the “Agreement”), is by and among (a) Ventas, Inc., a Delaware corporation (“Acquiror”), (b) Prometheus Senior Quarters LLC, a Delaware limited liability company, as successor in interest to Atria Holdings LLC (“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”) (Prometheus, Senior Housing LP and Coinvestment LP, each, a “Stockholder” and, collectively, the “Stockholders”, and together with Acquiror, each, a “Merger Party” and, collectively, the “Merger Parties”), and (c) JP Morgan Chase Bank N.A., as escrow agent (the “Escrow Agent”).
