WITNESSETH:Consulting Agreement • October 14th, 1997 • Balanced Care Corp • Pennsylvania
WITNESSETH:Purchase and Sale Agreement • October 14th, 1997 • Balanced Care Corp • Pennsylvania
RECITALS:Asset Purchase Agreement • October 14th, 1997 • Balanced Care Corp • Pennsylvania
L E A S E HCPI TRUST Lessor ANDBalanced Care Corp • October 14th, 1997
ANDAsset Purchase Agreement • October 14th, 1997 • Balanced Care Corp • Pennsylvania
EXHIBIT 4.5Registration Rights Agreement • October 14th, 1997 • Balanced Care Corp • Delaware
EXHIBIT 10.19 FORM OF LOAN AGREEMENT THIS LOAN AGREEMENT is made as of by and among (the "Borrower"), BALANCED CARE CORPORATION, a Delaware corporation (the "Guarantor") and MEDITRUST MORTGAGE INVESTMENTS, INC., a Delaware corporation (the "Lender")....Loan Agreement • October 14th, 1997 • Balanced Care Corp
1 EXHIBIT 10.11 FORM OF LEASEHOLD IMPROVEMENT AGREEMENT SUMMARY OF TABLE OF CONTENTS 1. BACKGROUND.............................................................1 1.1 The Lessee........................................................1 1.2 The Land and...Balanced Care Corp • October 14th, 1997
1 - 2 4. TERM OF EMPLOYMENT. Unless earlier terminated as hereafter provided, this Agreement shall commence on August 1, 1996 and shall expire on July 31, 2001, provided however, that upon expiration of such term, this Agreement shall be extended from...Employment Agreement • October 14th, 1997 • Balanced Care Corp • Pennsylvania
FORM OF ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT ("Agreement") is made as of _______________ ____________, by and between BALANCED CARE CORPORATION, a Delaware corporation having a principal place of business at 5021 Louise Drive, Suite 200,...Assignment Agreement • October 14th, 1997 • Balanced Care Corp • Alabama
2 - 3 to the extent then vested, 100,000 shares of the Company's common stock at a per share exercise price of $1.50; such stock option shall become vested and exercisable, subject to applicable securities laws, to the extent of 50,000 shares on the...Employment Agreement • October 14th, 1997 • Balanced Care Corp • Pennsylvania
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT Dated as of July 26, 1996, by and between Billy Ray Foster, Sr., both individually and as Trustee of the Revocable Inter Vivos Trust Agreement of Billy Ray Foster dated February 4, 1988, John Douglas Foster,...Stock Purchase Agreement • October 14th, 1997 • Balanced Care Corp • Missouri
FORM OF GUARANTY OF PAYMENT AND PERFORMANCEBalanced Care Corp • October 14th, 1997 • Alabama
BACKGROUNDMaster Distribution Agreement • October 14th, 1997 • Balanced Care Corp
WITNESSETH:Consulting Agreement • October 14th, 1997 • Balanced Care Corp
1 EXHIBIT 10.37 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the first day of September, 1996, by and among Foster Health Care Group, Inc., a Missouri corporation ("Employer"), JOHN D. FOSTER, an individual...Employment Agreement • October 14th, 1997 • Balanced Care Corp • Missouri
SUBLEASEBalanced Care Corp • October 14th, 1997
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLERStock Purchase Agreement • October 14th, 1997 • Balanced Care Corp • Missouri
L E A S EBalanced Care Corp • October 14th, 1997
EXHIBIT 10.36 EMPLOYMENT AGREEMENT Agreement made as of this 20th day of September, 1995 by and between Balanced Care Corporation (the "Employer") and Brian L. Barth (the "Employee"). W I T N E S S E T H: WHEREAS BCC desires to retain the services and...Employment Agreement • October 14th, 1997 • Balanced Care Corp • Pennsylvania
EXHIBIT 4.9 FORM OF CAPITAL STOCK PURCHASE WARRANT TO SUBSCRIBE FOR AND PURCHASE CAPITAL STOCK OF BALANCED CARE CORPORATION ---------------------------------------------- THIS CERTIFIES that, for value received,___________________, (together with any...Balanced Care Corp • October 14th, 1997 • Delaware
ANDAgreement of Sale • October 14th, 1997 • Balanced Care Corp
2- 3 5. Method of Exercise, Payment and Issuance. Subject to Section 4 above, the purchase rights represented by this Warrant may be exercised, in whole or in part and from time to time, by (a) the surrender of this Warrant and the duly executed...Balanced Care Corp • October 14th, 1997 • Massachusetts
FORM OF LEASELease Agreement • October 14th, 1997 • Balanced Care Corp • Alabama
AGREEMENT OF AMENDMENTBalanced Care Corp • October 14th, 1997
RECITALSConsent and Agreement • October 14th, 1997 • Balanced Care Corp
EXHIBIT 4.4Stock Restriction Agreement • October 14th, 1997 • Balanced Care Corp • Delaware
1 EXHIBIT 10.16 FORM OF GUARANTY TO: 1. GUARANTY OF PAYMENT AND PERFORMANCE OF OBLIGATIONS. For value received and hereby acknowledged and as an inducement to (hereinafter referred to as the "Lessor") to: (a) enter into that certain lease transaction...Balanced Care Corp • October 14th, 1997 • Massachusetts
EXHIBIT 4.6 TERMINATION AND RELEASE AGREEMENT This Termination and Release Agreement ("Agreement") is entered into as of this 20th day of September 1996 by and among JOHN BRENNAN, BRAD E. HOLLINGER, ROBERT SUTTON, BRIAN BARTH, all individuals, K.D....Termination and Release Agreement • October 14th, 1997 • Balanced Care Corp • Delaware
1 EXHIBIT 10.5 LEASE WITH OPTION TO PURCHASE THIS LEASE WITH OPTION TO PURCHASE ("Lease") made and entered this 16th day of January, 1997, by and between Cherokee Assisted Living, L.L.C. ("Cherokee L.L.C."), a Limited Liability Company organized under...Balanced Care Corp • October 14th, 1997 • Missouri
RECITALSBalanced Care Corp • October 14th, 1997
FORM OF ASSIGNMENT AND SECURITY AGREEMENTAssignment and Security Agreement • October 14th, 1997 • Balanced Care Corp • Alabama
WITNESSETHManagement Agreement • October 14th, 1997 • Balanced Care Corp
1 EXHIBIT 10.38 ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (Employment Agreement) THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (this "Assignment") is made this 30th day of June, 1997, to be effective on and as of July 1, 1997 (the "Effective...Assignment, Assumption and Consent Agreement • October 14th, 1997 • Balanced Care Corp • Missouri
1 EXHIBIT 10.13 FORM OF SECURITY AGREEMENT THIS AGREEMENT entered into as of ___________________________, by and between _________________________________________, with its principal place of business at...Form of Security Agreement • October 14th, 1997 • Balanced Care Corp • Massachusetts
