[LETTERHEAD OF ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC]
October 28, 1996
Ms. Mary Archambault
230 Geraldine Drive
Coventry, CT 06238
Dear Mr. Dermer:
RE: Proposed Initial Public Offering of Lexington Health Care
Group LLC
This letter will confirm our understanding with regard to the acquisition
by Lexington Health Care Group LLC or its successor Corporation ("Lexington") of
the capital stock of Balz Medical Services, Inc., a Connecticut corporation.
Recital.
Balz Medical Services, Inc. ("BMS") is a Connecticut Corporation with its
principal office in New Britain, Connecticut. The following individuals are the
record owners of the capital stock of BMS, viz, a total of common par value
$10.00:
Mary Archambault 500 Craig Loren 255
Harry Dermer 500 Jackueline Braunstein 255
Jack Friedler 600 Steven Neuman 195
Joseph Stern 195
Jack Friedler ("Friedler") is a majority member and the manager of
Lexington Health Care Group LLC. Friedler intends to cause Lexington to prepare
a Registration Statement under the Securities Act of 1933, as amended, wherein
Lexington will offer, in an initial public offering, Common Stock of Lexington.
The offering shall be for a total gross proceeds of approximately FOUR to SEVEN
MILLION DOLLARS ($4,000,000.00 to $7,000,000.00), exclusive of the
over-allotment option. In conjunction with the initial public offering ("IPO")
and immediately prior thereto, Lexington intends to acquire all of the capital
stock of BMS.
Lexington has agreed to purchase and the undersigned shareholder agrees to
sell to Lexington his or her shares of the capital stock of BMS pursuant to the
terms and conditions hereinafter set forth:
ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC
Page 2
October 28, 1996
1. The undersigned, by his or her written acceptance hereinafter set forth,
agrees to sell and Lexington agrees to purchase, all of the shares of capital
stock of BMS owned by him or her.
2. Lexington agrees to exchange the equivalent of $600.00 in common stock
of Lexington for each share of capital stock of BMS owned by the undersigned.
3. At least one week prior to the IPO, the undersigned shall forward to
Edwin A. Lassman, Trustee, his or her stock certificates together with a
separate stock power assigning his or her shares of stock to Edwin A. Lassman,
Trustee for Lexington.
4. Edwin A. Lassman, as Trustee, shall hold the certificates in escrow
until he has forwarded to the undersigned the equivalent of $600.00 in common
stock of Lexington for each share of BMS stock tendered.
5. This agreement shall terminate in the event that the IPO shall not be
concluded by June 30, 1997.
Very truly yours,
Lexington Health Care Group LLC
By
---------------------------
Jack Friedler, Managing Member
ACCEPTED AND CONFIRMED:
SS#
- --------------------------- ------------------------------
Mary Archambault Date
Terms of Escrow Agreed:
- ---------------------------
Edwin A. Lassman
EAL: neg
[LETTERHEAD OF ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC]
October 28, 1996
Mr. Harry Dermer
725 Town Hill Road
New Hartford, CT 06057
Dear Mr. Dermer:
RE: Proposed Initial Public Offering of Lexington Health Care
Group LLC
This letter will confirm our understanding with regard to the acquisition
by Lexington Health Care Group LLC or its successor Corporation ("Lexington") of
the capital stock of Balz Medical Services, Inc., a Connecticut corporation.
Recital.
Balz Medical Services, Inc. ("BMS") is a Connecticut Corporation with its
principal office in New Britain, Connecticut. The following individuals are the
record owners of the capital stock of BMS, viz, a total of common par value
$10.00:
Mary Archambault 500 Craig Loren 255
Harry Dermer 500 Jackueline Braunstein 255
Jack Friedler 600 Steven Neuman 195
Joseph Stern 195
Jack Friedler ("Friedler") is a majority member and the manager of
Lexington Health Care Group LLC. Friedler intends to cause Lexington to prepare
a Registration Statement under the Securities Act of 1933, as amended, wherein
Lexington will offer, in an initial public offering, Common Stock of Lexington.
The offering shall be for a total gross proceeds of approximately FOUR to SEVEN
MILLION DOLLARS ($4,000,000.00 to $7,000,000.00), exclusive of the
over-allotment option. In conjunction with the initial public offering ("IPO")
and immediately prior thereto, Lexington intends to acquire all of the capital
stock of BMS.
Lexington has agreed to purchase and the undersigned shareholder agrees to
sell to Lexington his or her shares of the capital stock of BMS pursuant to the
terms and conditions hereinafter set forth:
ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC
Page 2
October 28, 1996
1. The undersigned, by his or her written acceptance hereinafter set forth,
agrees to sell and Lexington agrees to purchase, all of the shares of capital
stock of BMS owned by him or her.
2. Lexington agrees to exchange the equivalent of $600.00 in common stock
of Lexington for each share of capital stock of BMS owned by the undersigned.
3. At least one week prior to the IPO, the undersigned shall forward to
Edwin A. Lassman, Trustee, his or her stock certificates together with a
separate stock power assigning his or her shares of stock to Edwin A. Lassman,
Trustee for Lexington.
4. Edwin A. Lassman, as Trustee, shall hold the certificates in escrow
until he has forwarded to the undersigned the equivalent of $600.00 in common
stock of Lexington for each share of BMS stock tendered.
5. This agreement shall terminate in the event that the IPO shall not be
concluded by June 30, 1997.
Very truly yours,
Lexington Health Care Group LLC
By
---------------------------
Jack Friedler, Managing Member
ACCEPTED AND CONFIRMED:
SS#
- --------------------------- ------------------------------
Harry Dermer Date
Terms of Escrow Agreed:
- ---------------------------
Edwin A. Lassman
EAL: neg
[LETTERHEAD OF ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC]
October 28, 1996
Mr. Jack Friedler
1041 Church Hill Road
Fairfield, CT 06432
Dear Mr. Friedler:
RE: Proposed Initial Public Offering of Lexington Health Care
Group LLC
This letter will confirm our understanding with regard to the acquisition
by Lexington Health Care Group LLC or its successor Corporation ("Lexington") of
the capital stock of Balz Medical Services, Inc., a Connecticut corporation.
Recital.
Balz Medical Services, Inc. ("BMS") is a Connecticut Corporation with its
principal office in New Britain, Connecticut. The following individuals are the
record owners of the capital stock of BMS, viz, a total of common par value
$10.00:
Mary Archambault 500 Craig Loren 255
Harry Dermer 500 Jackueline Braunstein 255
Jack Friedler 600 Steven Neuman 195
Joseph Stern 195
Jack Friedler ("Friedler") is a majority member and the manager of
Lexington Health Care Group LLC. Friedler intends to cause Lexington to prepare
a Registration Statement under the Securities Act of 1933, as amended, wherein
Lexington will offer, in an initial public offering, Common Stock of Lexington.
The offering shall be for a total gross proceeds of approximately FOUR to SEVEN
MILLION DOLLARS ($4,000,000.00 to $7,000,000.00), exclusive of the
over-allotment option. In conjunction with the initial public offering ("IPO")
and immediately prior thereto, Lexington intends to acquire all of the capital
stock of BMS.
Lexington has agreed to purchase and the undersigned shareholder agrees to
sell to Lexington his or her shares of the capital stock of BMS pursuant to the
terms and conditions hereinafter set forth:
ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC
Page 2
October 28, 1996
1. The undersigned, by his or her written acceptance hereinafter set forth,
agrees to sell and Lexington agrees to purchase, all of the shares of capital
stock of BMS owned by him or her.
2. Lexington agrees to exchange the equivalent of $600.00 in common stock
of Lexington for each share of capital stock of BMS owned by the undersigned.
3. At least one week prior to the IPO, the undersigned shall forward to
Edwin A. Lassman, Trustee, his or her stock certificates together with a
separate stock power assigning his or her shares of stock to Edwin A. Lassman,
Trustee for Lexington.
4. Edwin A. Lassman, as Trustee, shall hold the certificates in escrow
until he has forwarded to the undersigned the equivalent of $600.00 in common
stock of Lexington for each share of BMS stock tendered.
5. This agreement shall terminate in the event that the IPO shall not be
concluded by June 30, 1997.
Very truly yours,
Lexington Health Care Group LLC
By
---------------------------
Jack Friedler, Managing Member
ACCEPTED AND CONFIRMED:
SS#
- --------------------------- ------------------------------
Jack Friedler Date
Terms of Escrow Agreed:
- ---------------------------
Edwin A. Lassman
EAL: neg
[LETTERHEAD OF ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC]
October 28, 1996
Mr. Joseph Stern
Dear Mr. Stern:
RE: Proposed Initial Public Offering of Lexington Health Care
Group LLC
This letter will confirm our understanding with regard to the acquisition
by Lexington Health Care Group LLC or its successor Corporation ("Lexington") of
the capital stock of Balz Medical Services, Inc., a Connecticut corporation.
Recital.
Balz Medical Services, Inc. ("BMS") is a Connecticut Corporation with its
principal office in New Britain, Connecticut. The following individuals are the
record owners of the capital stock of BMS, viz, a total of common par value
$10.00:
Mary Archambault 500 Craig Loren 255
Harry Dermer 500 Jackueline Braunstein 255
Jack Friedler 600 Steven Neuman 195
Joseph Stern 195
Jack Friedler ("Friedler") is a majority member and the manager of
Lexington Health Care Group LLC. Friedler intends to cause Lexington to prepare
a Registration Statement under the Securities Act of 1933, as amended, wherein
Lexington will offer, in an initial public offering, Common Stock of Lexington.
The offering shall be for a total gross proceeds of approximately FOUR to SEVEN
MILLION DOLLARS ($4,000,000.00 to $7,000,000.00), exclusive of the
over-allotment option. In conjunction with the initial public offering ("IPO")
and immediately prior thereto, Lexington intends to acquire all of the capital
stock of BMS.
Lexington has agreed to purchase and the undersigned shareholder agrees to
sell to Lexington his or her shares of the capital stock of BMS pursuant to the
terms and conditions hereinafter set forth:
ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC
Page 2
October 28, 1996
1. The undersigned, by his or her written acceptance hereinafter set forth,
agrees to sell and Lexington agrees to purchase, all of the shares of capital
stock of BMS owned by him or her.
2. Lexington agrees to exchange the equivalent of $600.00 in common stock
of Lexington for each share of capital stock of BMS owned by the undersigned.
3. At least one week prior to the IPO, the undersigned shall forward to
Edwin A. Lassman, Trustee, his or her stock certificates together with a
separate stock power assigning his or her shares of stock to Edwin A. Lassman,
Trustee for Lexington.
4. Edwin A. Lassman, as Trustee, shall hold the certificates in escrow
until he has forwarded to the undersigned the equivalent of $600.00 in common
stock of Lexington for each share of BMS stock tendered.
5. This agreement shall terminate in the event that the IPO shall not be
concluded by June 30, 1997.
Very truly yours,
Lexington Health Care Group LLC
By
---------------------------
Jack Friedler, Managing Member
ACCEPTED AND CONFIRMED:
SS#
- --------------------------- ------------------------------
Joseph Stern Date
Terms of Escrow Agreed:
- ---------------------------
Edwin A. Lassman
EAL: neg
[LETTERHEAD OF ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC]
October 28, 1996
Mr. Craig Loren
Dear Mr. Loren:
RE: Proposed Initial Public Offering of Lexington Health Care
Group LLC
This letter will confirm our understanding with regard to the acquisition
by Lexington Health Care Group LLC or its successor Corporation ("Lexington") of
the capital stock of Balz Medical Services, Inc., a Connecticut corporation.
Recital.
Balz Medical Services, Inc. ("BMS") is a Connecticut Corporation with its
principal office in New Britain, Connecticut. The following individuals are the
record owners of the capital stock of BMS, viz, a total of common par value
$10.00:
Mary Archambault 500 Craig Loren 255
Harry Dermer 500 Jackueline Braunstein 255
Jack Friedler 600 Steven Neuman 195
Joseph Stern 195
Jack Friedler ("Friedler") is a majority member and the manager of
Lexington Health Care Group LLC. Friedler intends to cause Lexington to prepare
a Registration Statement under the Securities Act of 1933, as amended, wherein
Lexington will offer, in an initial public offering, Common Stock of Lexington.
The offering shall be for a total gross proceeds of approximately FOUR to SEVEN
MILLION DOLLARS ($4,000,000.00 to $7,000,000.00), exclusive of the
over-allotment option. In conjunction with the initial public offering ("IPO")
and immediately prior thereto, Lexington intends to acquire all of the capital
stock of BMS.
Lexington has agreed to purchase and the undersigned shareholder agrees to
sell to Lexington his or her shares of the capital stock of BMS pursuant to the
terms and conditions hereinafter set forth:
ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC
Page 2
October 28, 1996
1. The undersigned, by his or her written acceptance hereinafter set forth,
agrees to sell and Lexington agrees to purchase, all of the shares of capital
stock of BMS owned by him or her.
2. Lexington agrees to exchange the equivalent of $600.00 in common stock
of Lexington for each share of capital stock of BMS owned by the undersigned.
3. At least one week prior to the IPO, the undersigned shall forward to
Edwin A. Lassman, Trustee, his or her stock certificates together with a
separate stock power assigning his or her shares of stock to Edwin A. Lassman,
Trustee for Lexington.
4. Edwin A. Lassman, as Trustee, shall hold the certificates in escrow
until he has forwarded to the undersigned the equivalent of $600.00 in common
stock of Lexington for each share of BMS stock tendered.
5. This agreement shall terminate in the event that the IPO shall not be
concluded by June 30, 1997.
Very truly yours,
Lexington Health Care Group LLC
By
---------------------------
Jack Friedler, Managing Member
ACCEPTED AND CONFIRMED:
SS#
- --------------------------- ------------------------------
Craig Loren Date
Terms of Escrow Agreed:
- ---------------------------
Edwin A. Lassman
EAL: neg
[LETTERHEAD OF ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC]
October 28, 1996
Ms. Jackueline Braunstein
Dear Ms. Braunstein:
RE: Proposed Initial Public Offering of Lexington Health Care
Group LLC
This letter will confirm our understanding with regard to the acquisition
by Lexington Health Care Group LLC or its successor Corporation ("Lexington") of
the capital stock of Balz Medical Services, Inc., a Connecticut corporation.
Recital.
Balz Medical Services, Inc. ("BMS") is a Connecticut Corporation with its
principal office in New Britain, Connecticut. The following individuals are the
record owners of the capital stock of BMS, viz, a total of common par value
$10.00:
Mary Archambault 500 Craig Loren 255
Harry Dermer 500 Jackueline Braunstein 255
Jack Friedler 600 Steven Neuman 195
Joseph Stern 195
Jack Friedler ("Friedler") is a majority member and the manager of
Lexington Health Care Group LLC. Friedler intends to cause Lexington to prepare
a Registration Statement under the Securities Act of 1933, as amended, wherein
Lexington will offer, in an initial public offering, Common Stock of Lexington.
The offering shall be for a total gross proceeds of approximately FOUR to SEVEN
MILLION DOLLARS ($4,000,000.00 to $7,000,000.00), exclusive of the
over-allotment option. In conjunction with the initial public offering ("IPO")
and immediately prior thereto, Lexington intends to acquire all of the capital
stock of BMS.
Lexington has agreed to purchase and the undersigned shareholder agrees to
sell to Lexington his or her shares of the capital stock of BMS pursuant to the
terms and conditions hereinafter set forth:
ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC
Page 2
October 28, 1996
1. The undersigned, by his or her written acceptance hereinafter set forth,
agrees to sell and Lexington agrees to purchase, all of the shares of capital
stock of BMS owned by him or her.
2. Lexington agrees to exchange the equivalent of $600.00 in common stock
of Lexington for each share of capital stock of BMS owned by the undersigned.
3. At least one week prior to the IPO, the undersigned shall forward to
Edwin A. Lassman, Trustee, his or her stock certificates together with a
separate stock power assigning his or her shares of stock to Edwin A. Lassman,
Trustee for Lexington.
4. Edwin A. Lassman, as Trustee, shall hold the certificates in escrow
until he has forwarded to the undersigned the equivalent of $600.00 in common
stock of Lexington for each share of BMS stock tendered.
5. This agreement shall terminate in the event that the IPO shall not be
concluded by June 30, 1997.
Very truly yours,
Lexington Health Care Group LLC
By
---------------------------
Jack Friedler, Managing Member
ACCEPTED AND CONFIRMED:
SS#
- --------------------------- ------------------------------
Jackueline Braunstein Date
Terms of Escrow Agreed:
- ---------------------------
Edwin A. Lassman
EAL: neg
[LETTERHEAD OF ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC]
October 28, 1996
Mr. Steven Neuman
Dear Mr. Neuman:
RE: Proposed Initial Public Offering of Lexington Health Care
Group LLC
This letter will confirm our understanding with regard to the acquisition
by Lexington Health Care Group LLC or its successor Corporation ("Lexington") of
the capital stock of Balz Medical Services, Inc., a Connecticut corporation.
Recital.
Balz Medical Services, Inc. ("BMS") is a Connecticut Corporation with its
principal office in New Britain, Connecticut. The following individuals are the
record owners of the capital stock of BMS, viz, a total of common par value
$10.00:
Mary Archambault 500 Craig Loren 255
Harry Dermer 500 Jackueline Braunstein 255
Jack Friedler 600 Steven Neuman 195
Joseph Stern 195
Jack Friedler ("Friedler") is a majority member and the manager of
Lexington Health Care Group LLC. Friedler intends to cause Lexington to prepare
a Registration Statement under the Securities Act of 1933, as amended, wherein
Lexington will offer, in an initial public offering, Common Stock of Lexington.
The offering shall be for a total gross proceeds of approximately FOUR to SEVEN
MILLION DOLLARS ($4,000,000.00 to $7,000,000.00), exclusive of the
over-allotment option. In conjunction with the initial public offering ("IPO")
and immediately prior thereto, Lexington intends to acquire all of the capital
stock of BMS.
Lexington has agreed to purchase and the undersigned shareholder agrees to
sell to Lexington his or her shares of the capital stock of BMS pursuant to the
terms and conditions hereinafter set forth:
ROGIN, NASSAU, CAPLAN, LASSMAN & HIRTLE, LLC
Page 2
October 28, 1996
1. The undersigned, by his or her written acceptance hereinafter set forth,
agrees to sell and Lexington agrees to purchase, all of the shares of capital
stock of BMS owned by him or her.
2. Lexington agrees to exchange the equivalent of $600.00 in common stock
of Lexington for each share of capital stock of BMS owned by the undersigned.
3. At least one week prior to the IPO, the undersigned shall forward to
Edwin A. Lassman, Trustee, his or her stock certificates together with a
separate stock power assigning his or her shares of stock to Edwin A. Lassman,
Trustee for Lexington.
4. Edwin A. Lassman, as Trustee, shall hold the certificates in escrow
until he has forwarded to the undersigned the equivalent of $600.00 in common
stock of Lexington for each share of BMS stock tendered.
5. This agreement shall terminate in the event that the IPO shall not be
concluded by June 30, 1997.
Very truly yours,
Lexington Health Care Group LLC
By
---------------------------
Jack Friedler, Managing Member
ACCEPTED AND CONFIRMED:
SS#
- --------------------------- ------------------------------
Steven Neuman Date
Terms of Escrow Agreed:
- ---------------------------
Edwin A. Lassman
EAL: neg