VOTING AGREEMENT
ILM II Senior Living, Inc.
28 State Street
Suite 1100
Boston, MA 02109
Dear Sirs:
The undersigned, Jeffrey L. Beck, has the right to vote 4,458,673
shares (the "Shares") of common stock, par value $.01 per share (the "Common
Stock"), of Capital Senior Living Corporation, a Delaware corporation (the
"Company"). All terms used but not defined herein shall have the meanings
assigned to such terms in that certain Agreement and Plan of Merger (the
"Merger Agreement") of even date hereof, among Capital Senior Living
Acquisition, LLC ("Merger Sub"), Capital Senior Living Trust I, ILM II Senior
Living, Inc. and the Company.
The undersigned agrees that he will, at any meeting of the
stockholders of the Company, however called prior to termination on or before
March 31, 2000 or in connection with any written consent of such stockholders
(in lieu of any such meeting) vote (or cause to be voted) the Shares then held
of record by the undersigned or which the undersigned has the right to vote in
favor of the Merger (and the transactions contemplated thereby) and all other
matters in connection therewith submitted to the holders of the Common Stock
for adoption and approval.
The undersigned hereby permits the Company and Merger Sub to publish
and disclose in the Form S-4 (including therein the Company Proxy Statement
and the CSLC Proxy Statement and all schedules and exhibits filed with the SEC
in connection therewith) its identity and ownership of the Shares and the
nature of its commitments, arrangements and understandings under this letter
agreement.
This letter agreement and the covenants hereunder shall attach to and
be coupled with an interest in the Shares and shall be binding upon any person
or entity to which legal or beneficial ownership of such Shares shall pass,
whether by operation of law or otherwise. This letter agreement shall be
governed by and construed in accordance with the laws of the State of
Delaware, without giving effect to the principles of conflicts of law thereof.
Sincerely,
/s/ Jeffrey L. Beck
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Jeffrey L. Beck
2
VOTING AGREEMENT
ILM II Senior Living, Inc.
28 State Street
Suite 1100
Boston, MA 02109
Dear Sirs:
The undersigned, James A. Stroud, has the right to vote 4,458,673
shares (the "Shares") of common stock, par value $.01 per share (the "Common
Stock"), of Capital Senior Living Corporation, a Delaware corporation (the
"Company"). All terms used but not defined herein shall have the meanings
assigned to such terms in that certain Agreement and Plan of Merger (the
"Merger Agreement") of even date hereof, among Capital Senior Living
Acquisition, LLC ("Merger Sub"), Capital Senior Living Trust I, ILM II Senior
Living, Inc. and the Company.
The undersigned agrees that he will, at any meeting of the
stockholders of the Company, however called prior to termination on or before
March 31, 2000 or in connection with any written consent of such stockholders
(in lieu of any such meeting) vote (or cause to be voted) the Shares then held
of record by the undersigned or which the undersigned has the right to vote in
favor of the Merger (and the transactions contemplated thereby) and all other
matters in connection therewith submitted to the holders of the Common Stock
for adoption and approval.
The undersigned hereby permits the Company and Merger Sub to publish
and disclose in the Form S-4 (including therein the Company Proxy Statement
and the CSLC Proxy Statement and all schedules and exhibits filed with the SEC
in connection therewith) its identity and ownership of the Shares and the
nature of its commitments, arrangements and understandings under this letter
agreement.
This letter agreement and the covenants hereunder shall attach to and
be coupled with an interest in the Shares and shall be binding upon any person
or entity to which legal or beneficial ownership of such Shares shall pass,
whether by operation of law or otherwise. This letter agreement shall be
governed by and construed in accordance with the laws of the State of
Delaware, without giving effect to the principles of conflicts of law thereof.
Sincerely,
/s/ James A. Stroud
-----------------------------------
James A. Stroud
2