Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		92276F100

¹ This calculation is rounded to the nearest tenth and is based on 188,080,247 shares of common stock, par value $0.25 per share (“Common Stock”), of Ventas, Inc. (the “Issuer”) outstanding as of May 13, 2011 as reported in the Issuer’s Form S-3 filed on May 19, 2011 (the “Form S-3”).

CUSIP No.		92276F100

² This calculation is rounded to the nearest tenth and is based on 188,080,247 shares of Common Stock of the Issuer outstanding as of May 13, 2011 as reported in the Form S-3.

CUSIP No.		92276F100

³ This calculation is rounded to the nearest tenth and is based on 188,080,247 shares of Common Stock of the Issuer outstanding as of May 13, 2011 as reported in the Form S-3.

CUSIP No.		92276F100

⁴ This calculation is rounded to the nearest tenth and is based on 188,080,247 shares of Common Stock of the Issuer outstanding as of May 13, 2011 as reported in the Form S-3.

CUSIP No.		92276F100

⁵ This calculation is rounded to the nearest tenth and is based on 188,080,247 shares of Common Stock of the Issuer outstanding as of May 13, 2011 as reported in the Form S-3.

CUSIP No.		92276F100

⁶ This calculation is rounded to the nearest tenth and is based on 188,080,247 shares of Common Stock of the Issuer outstanding as of May 13, 2011 as reported in the Form S-3.

CUSIP No.		92276F100

⁷ This calculation is rounded to the nearest tenth and is based on 188,080,247 shares of Common Stock of the Issuer outstanding as of May 13, 2011 as reported in the Form S-3.

CUSIP No.		92276F100

⁸ This calculation is rounded to the nearest tenth and is based on 188,080,247 shares of Common Stock of the Issuer outstanding as of May 13, 2011 as reported in the Form S-3.

CUSIP No.		92276F100

⁹ This calculation is rounded to the nearest tenth and is based on 188,080,247 shares of Common Stock of the Issuer outstanding as of May 13, 2011 as reported in the Form S-3.

CUSIP No.		92276F100

¹⁰ This calculation is rounded to the nearest tenth and is based on 188,080,247 shares of Common Stock of the Issuer outstanding as of May 13, 2011 as reported in the Form S-3.

CUSIP No.		92276F100

¹¹ This calculation is rounded to the nearest tenth and is based on 188,080,247 shares of Common Stock of the Issuer outstanding as of May 13, 2011 as reported in the Form S-3.

CUSIP No.		92276F100

¹² This calculation is rounded to the nearest tenth and is based on 188,080,247 shares of Common Stock of the Issuer outstanding as of May 13, 2011 as reported in the Form S-3.

Item 1.		Security and Issuer

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.25 per share (the “Common Stock”), of Ventas, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 111 S. Wacker Drive, Suite 4800, Chicago, Illinois 60606.

As of May 23, 2011, the Reporting Persons (as defined below) may be deemed to beneficially own an aggregate of 24,854,060 shares of Common Stock (the “Subject Shares”), representing approximately 13.2% of the Issuer’s outstanding Common Stock. All calculations with respect to beneficial ownership of the Issuer’s Common Stock set forth in this Schedule 13D are based on 188,080,247 shares of Common Stock outstanding as of May 13, 2011 as reported in the Issuer’s Form S-3 filed on May 19, 2011 (the “Form S-3”).

Item 2.		Identity and Background

(a), (b), (c) and (f). This Schedule 13D is being filed by: (i) Prometheus Senior Quarters LLC, a Delaware limited liability company (“Prometheus”), (ii) Lazard Senior Housing Partners LP, a Delaware limited partnership (“LSHP”), (iii) LSHP Coinvestment Partnership I LP, a Delaware limited partnership (“LSHP Coinvest” and, together with Prometheus and LSHP, the “Funds”), (iv) LFSRI II-CADIM Alternative Partnership L.P., a Delaware limited partnership, (“LFSRI II-CADIM”) (v) LF Strategic Realty Investors II L.P. (“LFSRI II”), a Delaware limited partnership, (vi) LFSRI II Alternative Partnership L.P., a Delaware limited partnership (“LFSRI II Alternative”), (vii) Lazard Frères Real Estate Investors L.L.C., a New York limited liability company (“LFREI”), (viii) Lazard Senior Housing Partners GP LLC, a Delaware limited liability company (“LSHP GP”), (ix) LSHP Coinvestment I GP LLC, a Delaware limited liability company (“LSHP Coinvest GP”), (x) Lazard Alternative Investments LLC, a Delaware limited liability company (“LAI”), (xi) Lazard Alternative Investments Holdings LLC, a Delaware limited liability company (“LAI Holdings”), and (xii) LFCM Holdings LLC, a Delaware limited liability company (“LFCM”, and collectively with the Funds, LFSRI II-CADIM, LFSRI II, LFSRI Alternative, LFREI, LSHP GP, LSHP Coinvest GP, LAI and LAI Holdings, the “Reporting Persons”).

The principal business address of each of the Reporting Persons is 30 Rockefeller Plaza, New York, New York 10020. The principal business of Prometheus is the ownership of investments in senior housing companies and the proceeds of the disposition thereof. The principal business for each of LSHP and LSHP Coinvest is as a private investment partnership focused on senior housing investments. The principal business for each of LFSRI II-CADIM, LFSRI II and LFSRI II Alternative is as a private investment partnership focused on investments in companies active in the real estate industry. Each of LFSRI II-CADIM, LFSRI II and LFSRI II Alternative is a Managing Member of Prometheus. The principal business of LFREI is serving as the sole general partner of several private real estate investment partnerships including each of LFSRI II-CADIM, LFSRI II, and LFSRI II Alternative. The principal business of each of LSHP GP and LSHP Coinvest GP is serving as the sole general partner of LSHP and LSHP Coinvest, respectively. The principal business of LAI is the North American private investment fund management business. As part of that business, it serves as the managing member of general partners for certain investment partnerships, including serving as the sole managing member of each of LFREI, LSHP GP and LSHP Coinvest GP. The principal business of LAI Holdings is as a holding company of LAI, its wholly owned subsidiary. The principal business of LFCM is as a holding company for a capital markets business and a private investment fund management business. LAI Holdings is a wholly owned subsidiary of LFCM.

The name, business address, principal occupation or employment and citizenship of the directors and officers of LFCM and LAI Holdings, the managers and officers of LAI, and the officers and investment committee members of LFREI, LSHP GP and LSHP Coinvest GP are listed on Exhibit 99.1 hereto and incorporated herein by reference.

The Reporting Persons have entered into a joint filing agreement, dated May 23, 2011, a copy of which is attached hereto as Exhibit 99.2.

(d) and (e). During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Exhibit 99.1 hereto has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.		Source and Amount of Funds or Other Consideration

On May 12, 2011, the Issuer issued an aggregate of 24,958,543 shares of Common Stock (the “Merger Shares”) to the Funds as part of the merger consideration in connection with the Issuer’s acquisition by merger of Atria Senior Living Group, Inc., a Delaware corporation and subsidiary of Prometheus (“Atria”), One Lantern Senior Living Inc, a Delaware corporation and subsidiary of LSHP (“One Lantern”), and LSHP Coinvestment I Inc, a Delaware corporation and subsidiary of LSHP Coinvest (“Coinvestment” and, together with Atria and One Lantern, the “Atria Entities”), from the Funds. The remainder of the merger consideration consisted of over $150 million of cash and the assumption or repayment of approximately $1.6 billion of net debt, subject to a post-closing net debt adjustment. Of the 24,958,543 Merger Shares, Prometheus, LSHP and LSHP Coinvest were issued 17,928,146, 5,813,718 and 1,216,679 shares, respectively.

Item 4.		Purpose of Transaction

On May 12, 2011, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, dated October 21, 2010 (the “Merger Agreement”), as amended by Amendment No. 1 to Merger Agreement, dated May 12, 2011 (“Amendment No. 1 to the Merger Agreement”) among the Issuer, Ventas SL I, LLC (“Merger Sub I”), Ventas SL II, LLC (“Merger Sub II”), and Ventas SL III, LLC (“Merger Sub III” and, together with Merger Sub I and Merger Sub II, the “Merger Subs”), each a wholly owned subsidiary of the Issuer, Atria Holdings LLC, LSHP, LSHP Coinvest and the Atria Entities, Atria and One Lantern merged with and into Merger Sub I and Merger Sub II, respectively, and Merger Sub III merged with and into Coinvestment (such mergers, the “Mergers”), with Merger Sub I, Merger Sub II and Coinvestment surviving the Mergers as subsidiaries of the Issuer. Immediately prior to the effective time of the Mergers, the Atria Entities contributed their management operations including certain subsidiaries to a newly formed entity, Atria Senior Living, Inc., a Delaware corporation (“ASLI”), which was spun-off to the Funds. The Funds received merger consideration, in the aggregate, consisting of the Merger Shares and the other merger consideration described in Item 3 of this Schedule 13D and incorporated herein by reference. The Merger Agreement and Amendment No. 1 to the Merger Agreement are filed as Exhibit 99.3 and Exhibit 99.4, respectively, hereto and incorporated herein by reference.

The Reporting Persons hold the Subject Shares for investment purposes. Depending on various factors, including the price levels of the securities of the Issuer, conditions in the capital markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Subject Shares as they deem appropriate, including, without limitation, but subject to the Lockup Agreement (as defined below) (i) selling from time to time some or all of the Subject Shares, (ii) engaging in any hedging or similar transactions with respect to such holdings, and/or (iii) otherwise changing their intention with respect to any and all matters referred to in this Item 4 of this Schedule 13D. Due to certain requirements of the Lockup Agreement, the Reporting Persons have engaged in discussions, and intend from time to time, subject to market conditions, to discuss further, with potential underwriters the possibility of an opportunistic disposition of more than 10,630,501 of the Merger Shares in an underwritten offering or block trade.

The Issuer and the Funds entered into a letter agreement, dated May 12, 2011 (the “Director Appointment Letter”). Pursuant to the terms of the Director Appointment Letter, the Funds, collectively, have the right to designate one individual for nomination to the board of directors of the Issuer (the “Board”) . The Director Appointment Letter requires the Issuer to nominate the Funds’ designee for re-election to the Board for so long as the Funds and certain transferees collectively beneficially own Merger Shares representing 3% or more of the outstanding shares of the Common Stock. The Director Appointment Letter is filed as Exhibit 99.5 hereto and incorporated herein by reference. On May 13, 2011, pursuant to the terms of the Director Appointment Letter, Matthew J. Lustig, a Managing Director of LAI, Managing Principal of LFREI and Managing Principal and Chief Executive Officer of each of LSHP GP and LSHP Coinvest GP, was appointed to the Board.

The Issuer and the Funds entered into a Registration Rights Agreement, dated as of May 12, 2011 (the “Registration Rights Agreement”), pursuant to which, among other things, the Issuer agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 (the “Registration Statement”) to register the resale of Merger Shares by the Funds and certain transferees. The Registration Rights Agreement is filed as Exhibit 99.6 hereto and incorporated herein by reference. On May 19, 2011, the Issuer filed the Registration Statement with the SEC.

On May 12, 2011, the Issuer and the Funds entered into a Lockup Agreement (the “Lockup Agreement”). The Lockup Agreement (i) limits the Funds’ ability to transfer 3,697,541 of the Merger Shares until November 12, 2012 and imposes certain other limitations on the transfer of Merger Shares by the Funds and certain transferees, (ii) contains a standstill agreement and (iii) requires the Funds and certain transferees to vote in favor of the director nominees recommended by the Board for as long as the standstill remains in place. The standstill arrangement expires on the later of (x) the date on which there are no directors on the Board designated by the Funds and the Funds’ right to designate a director to the Board pursuant to the Director Appointment Letter has been terminated, and (y) the first date on which the Funds and LAI, or its successor, no longer beneficially own shares of Common Stock representing 5% or more of the outstanding shares of Common Stock. The Lockup Agreement is filed as Exhibit 99.7 hereto and incorporated herein by reference.

On May 12, 2011, the Issuer, the Funds and JP Morgan Chase Bank N.A., as Escrow Agent, entered into an Escrow Agreement (the “Escrow Agreement”) pursuant to which certain of the Merger Shares (initially 3,697,541 shares of Common Stock) will be held in escrow (the “Escrow Shares”) to secure certain indemnification obligations of the Funds under the Merger Agreement, as amended, and an Indemnification Agreement, dated May 12, 2011 (the “Indemnification Agreement”), among the Issuer, the Merger Subs, Ventas AOC Operating Holdings, Inc., a Delaware corporation, the Atria Entities, the Funds and ASL Operating Company, LLC, a Delaware limited liability company. The Escrow Agreement and the Indemnification Agreement are filed as Exhibits 99.8 and 99.9 hereto, respectively, and each is incorporated herein by reference.

On May 12, 2011, the Issuer and the Funds entered into a letter agreement (the “Ownership Limit Waiver”) pursuant to which the Issuer granted to the Funds and certain of their affiliated entities an exemption from certain ownership limitation provisions of the Issuer’s Amended and Restated Certificate of Incorporation, as amended, with respect to the Funds’ and such affiliated entities’ ownership of the Merger Shares. The Ownership Limit Waiver permits the Funds and certain of their affiliated entities to own, in the aggregate, up to 13.3%, in number of shares or value, of the Common Stock, subject to the terms and conditions set forth therein. The Ownership Limit Waiver is filed as Exhibit 99.10 hereto and incorporated herein by reference.

On May 12, 2011, the Funds and ASLI entered into an Assignment Agreement (the “Assignment Agreement”). Pursuant to the terms of the Assignment Agreement, Prometheus, LSHP, and LSHP Coinvest transferred 76,791, 24,901 and 5,211 shares of Common Stock, respectively, to ASLI at $55.54 per share to facilitate certain incentive compensation arrangements that ASLI is making available to its employees. Each transferring Fund retained voting and dispositive power over the shares of Common Stock it transferred to ASLI until such time as those shares are disposed of by ASLI. The Assignment Agreement is filed as Exhibit 99.11 hereto and incorporated herein by reference. Effective as of May 12, 2011, with relevant Fund approval, ASLI sold 42,949 shares of Common Stock at $55.54 per share and awarded 61,534 shares of Common Stock to certain employees of ASLI.

Item 5.		Interest in Securities of Issuer

(a), (b). The Subject Shares represent approximately 13.2% of the Common Stock outstanding.

Prometheus may be deemed to beneficially own 17,853,093 shares of Common Stock or approximately 9.5% of the Common Stock outstanding. It may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose of or direct the disposition of) such Common Stock.

LSHP may be deemed to beneficially own 5,789,381 shares of Common Stock or approximately 3.1% of the Common Stock outstanding. It may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose of or direct the disposition of) such Common Stock.

LSHP Coinvest may be deemed to beneficially own 1,211,586 shares of Common Stock or approximately 0.6% of the Common Stock outstanding. It may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose of or direct the disposition of) such Common Stock.

As the Managing Members of Prometheus, each of LFSRI II-CADIM, LFSRI II and LFSRI II Alternative may be deemed to beneficially own and to have the shared power to vote or to direct the vote of (and the shared power to dispose of or direct the disposition of) the Subject Shares beneficially owned by Prometheus. As the general partner of LFSRI II-CADIM, LFSRI II and LFSRI II Alternative, LFREI may be deemed to beneficially own and to have the shared power to vote or to direct the vote of (and the shared power to dispose of or direct the disposition of) the Subject Shares beneficially owned by Prometheus. As the general partner of LSHP, LSHP GP may be deemed to beneficially own and to have the shared power to vote or to direct the vote of (and the shared power to dispose of or direct the disposition of) the Subject Shares beneficially owned by LSHP. As the general partner of LSHP Coinvest, LSHP Coinvest GP may be deemed to beneficially own and to have the shared power to vote or to direct the vote of (and the shared power to dispose of or direct the disposition of) the Subject Shares beneficially owned by LSHP Coinvest. As the managing member of each of LFREI, LSHP GP and LSHP Coinvest GP, LAI may be deemed to beneficially own and to have the shared power to vote or to direct the vote of (and the shared power to dispose of or direct the disposition of) all of the Subject Shares. As the parent of LAI, LAI Holdings may be deemed to beneficially own and to have the shared power to vote or to direct the vote of (and the shared power to dispose of or direct the disposition of) all of the Subject Shares. As the parent of LAI Holdings, LFCM may be deemed to beneficially own and to have the shared power to vote or to direct the vote of (and the shared power to dispose of or direct the disposition of) all of the Subject Shares.

(c) Pursuant to the terms of the Assignment Agreement, on May 12, 2011, Prometheus, LSHP, and LSHP Coinvest transferred 76,791, 24,901 and 5,211 shares of Common Stock, respectively, to ASLI at $55.54 per share to facilitate certain incentive compensation arrangements that ASLI is making available to its employees. Each transferring Fund retained voting and dispositive power over the shares of Common Stock it transferred to ASLI until such time as those shares are disposed of by ASLI. Effective as of May 12, 2011, with relevant Fund approval, ASLI sold 42,949 shares of Common Stock at $55.54 per share and awarded 61,534 of shares of Common Stock to certain employees of ASLI.

Under the terms of the Ventas, Inc. 2006 Stock Plan for Directors, on his initial appointment to the Board, on May 13, 2011, Mr. Lustig received a grant of 2,656 restricted shares of Common Stock, which shares vest one-half on the first anniversary of the date of grant and one-half on the second anniversary of the date of grant, and options to purchase 3,191 shares of Common Stock having an exercise price of $54.15, which options vest one-half on the date of grant and one-half on the first anniversary of the date of grant.

To the knowledge of the Reporting Persons, other than the transactions described above with respect to Mr. Lustig, none of the persons listed on Exhibit 99.1 hereto effected any transactions in the Common Stock during the past 60 days.

(d) ASLI has the right to receive any dividends on 2,420 of the Subject Shares that are held by ASLI but for which the Funds have retained voting and dispositive power as described in Item 5(c) of this Schedule 13D and incorporated herein by reference. No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.

(e) Not applicable.

Item 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer

The information set forth in Item 4 and Item 5 of this Schedule 13D is incorporated herein by reference.

Item 7.		Material to be Filed as Exhibits

Exhibit 99.1		Information with respect to Directors and Officers of LFCM Holdings LLC and Lazard Alternative Investments Holdings LLC, the Managers and Officers of Lazard Alternative Investments LLC, and the Officers and Investment Committee Members of Lazard Frères Real Estate Investors L.L.C., Lazard Senior Housing Partners GP LLC and LSHP Coinvestment I GP LLC.
Exhibit 99.2		Joint Filing Agreement.
Exhibit 99.3		Merger Agreement, dated October 21, 2010, among Ventas, Inc., Ventas SL I, LLC, Ventas SL II, LLC, Ventas SL III, LLC, Atria Holdings LLC, Lazard Senior Housing Partners LP, LSHP Coinvestment Partnership I LP, Atria Senior Living Group, Inc., One Lantern Senior Living Inc, and LSHP Coinvestment I Inc (incorporated by reference to Exhibit 2.1 to Ventas, Inc.’s Current Report on Form 8-K filed on October 27, 2010).
Exhibit 99.4		Amendment No. 1 to the Merger Agreement, dated May 12, 2011, among Ventas, Inc., Ventas SL I, LLC, Ventas SL II, LLC, Ventas SL III, LLC, Atria Holdings LLC, Lazard Senior Housing Partners LP, LSHP Coinvestment Partnership I LP, Atria Senior Living Group, Inc., One Lantern Senior Living Inc, and LSHP Coinvestment I Inc (incorporated by reference to Exhibit 2.1 to Ventas, Inc.’s Current Report on Form 8-K filed on May 18, 2011).
Exhibit 99.5		Director Appointment Letter, dated May 12, 2011, to Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP,and LSHP Coinvestment Partnership I LP from Ventas, Inc. (incorporated by reference to Exhibit 10.4 to Ventas, Inc.’s Current Report on Form 8-K filed on May 18, 2011).
Exhibit 99.6		Registration Rights Agreement, dated May 12, 2011, among Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, LSHP Coinvestment Partnership I LP, and Ventas, Inc. (incorporated by reference to Exhibit 10.1 to Ventas, Inc.’s Current Report on Form 8-K filed on May 18, 2011).
Exhibit 99.7		Lockup Agreement, dated May 12, 2011, among Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, LSHP Coinvestment Partnership I LP, and Ventas, Inc. (incorporated by reference to Exhibit 10.2 to Ventas, Inc.’s Current Report on Form 8-K filed on May 18, 2011).
Exhibit 99.8		Escrow Agreement, dated May 12, 2011, among Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, LSHP Coinvestment Partnership I LP, Ventas, Inc. and JP Morgan Chase Bank N.A., as Escrow Agent.
Exhibit 99.9		Indemnification Agreement, dated May 12, 2011, among Ventas, Inc., Ventas SL I, LLC, Ventas SL II, LLC, Ventas SL III, LLC, Ventas AOC Operating Holdings, Inc., Atria Senior Living Group, Inc., One Lantern Senior Living Inc, LSHP Coinvestment I Inc, Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, LSHP Coinvestment Partnership I LP, and ASL Operating Company, LLC.
Exhibit 99.10		Ownership Limit Waiver, dated May 12, 2011, among Ventas, Inc. and Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, and LSHP Coinvestment Partnership I LP (incorporated by reference to Exhibit 10.3 to Ventas, Inc.’s Current Report on Form 8-K filed on May 18, 2011).
Exhibit 99.11		Assignment Agreement, dated May 12, 2011, among Atria Senior Living, Inc., Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, and LSHP Coinvestment Partnership I LP.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete, and correct.

EXHIBIT INDEX

Exhibit 99.1		Information with respect to Directors and Officers of LFCM Holdings LLC and Lazard Alternative Investments Holdings LLC, the Managers and Officers of Lazard Alternative Investments LLC, and the Officers and Investment Committee Members of Lazard Frères Real Estate Investors L.L.C., Lazard Senior Housing Partners GP LLC and LSHP Coinvestment I GP LLC.
Exhibit 99.2		Joint Filing Agreement.
Exhibit 99.3		Merger Agreement, dated October 21, 2010, among Ventas, Inc., Ventas SL I, LLC, Ventas SL II, LLC, Ventas SL III, LLC, Atria Holdings LLC, Lazard Senior Housing Partners LP, LSHP Coinvestment Partnership I LP, Atria Senior Living Group, Inc., One Lantern Senior Living Inc, and LSHP Coinvestment I Inc (incorporated by reference to Exhibit 2.1 to Ventas, Inc.’s Current Report on Form 8-K filed on October 27, 2010).
Exhibit 99.4		Amendment No. 1 to the Merger Agreement, dated May 12, 2011, among Ventas, Inc., Ventas SL I, LLC, Ventas SL II, LLC and Ventas SL III, LLC, Atria Holdings LLC, Lazard Senior Housing Partners LP, LSHP Coinvestment Partnership I LP, Atria Senior Living Group, Inc., One Lantern Senior Living Inc, and LSHP Coinvestment I Inc (incorporated by reference to Exhibit 2.1 to Ventas, Inc.’s Current Report on Form 8-K filed on May 18, 2011).
Exhibit 99.5		Director Appointment Letter, dated May 12, 2011, to Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, and LSHP Coinvestment Partnership I LP from Ventas, Inc. (incorporated by reference to Exhibit 10.4 to Ventas, Inc.’s Current Report on Form 8-K filed on May 18, 2011).
Exhibit 99.6		Registration Rights Agreement, dated May 12, 2011, among Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, LSHP Coinvestment Partnership I LP, and Ventas, Inc. (incorporated by reference to Exhibit 10.1 to Ventas, Inc.’s Current Report on Form 8-K filed on May 18, 2011).
Exhibit 99.7		Lockup Agreement, dated May 12, 2011, among Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, LSHP Coinvestment Partnership I LP, and Ventas, Inc. (incorporated by reference to Exhibit 10.2 to Ventas, Inc.’s Current Report on Form 8-K filed on May 18, 2011).
Exhibit 99.8		Escrow Agreement, dated May 12, 2011, among Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, LSHP Coinvestment Partnership I LP, Ventas, Inc. and JP Morgan Chase Bank N.A., as Escrow Agent.
Exhibit 99.9		Indemnification Agreement, dated May 12, 2011, among Ventas, Inc., Ventas SL I, LLC, Ventas SL II, LLC, Ventas SL III, LLC, Ventas AOC Operating Holdings, Inc., Atria Senior Living Group, Inc, One Lantern Senior Living Inc., LSHP Coinvestment I Inc, Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, LSHP Coinvestment Partnership I LP, and ASL Operating Company, LLC.
Exhibit 99.10		Ownership Limit Waiver, dated May 12, 2011, among Ventas, Inc. and Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, and LSHP Coinvestment Partnership I LP (incorporated by reference to Exhibit 10.3 to Ventas, Inc.’s Current Report on Form 8-K filed on May 18, 2011).
Exhibit 99.11		Assignment Agreement, dated May 12, 2011, among Atria Senior Living, Inc., Prometheus Senior Quarters LLC, Lazard Senior Housing Partners LP, and LSHP Coinvestment Partnership I LP.

Exhibit 99.1

INFORMATION WITH RESPECT TO OFFICERS, DIRECTORS,
MANAGERS AND INVESTMENT COMMITTEE MEMBERS

I.

LFCM HOLDINGS LLC — Directors and Officers

Name		Title		Principal Occupation		Business Address		Citizenship
Hansford, James V.		Director and Chief Financial Officer		Managing Director and Chief Financial Officer of Lazard Alternative Investments LLC and Chief Financial Officer of LFCM Holdings LLC		30 Rockefeller Plaza New York, NY 10020		United Kingdom
Ridings, Barry W.		Chairman of the Board of Directors		Managing Director and Vice Chairman of US Investment Banking of Lazard Frères & Co. LLC; Chairman of Lazard Middle Market LLC; and Chairman of the Board of LFCM Holdings LLC		30 Rockefeller Plaza New York, NY 10020		USA
Sands, Steven H.		Director		Managing Director, Vice Chairman of US Investment Banking and Global Co-Head of Health Care Investment Banking Group of Lazard Frères & Co. LLC		30 Rockefeller Plaza New York, NY 10020		USA
Swayne, Thompson M.		Director		Retired		c/o 30 Rockefeller Plaza New York, NY 10020		USA
Lagay, Robert K.		Chief Compliance Officer		General Counsel and Chief Compliance Officer of Lazard Capital Markets LLC		30 Rockefeller Plaza New York, NY 10020		USA
Reifenberg, Marjorie L.		General Counsel and Secretary		Managing Director and General Counsel of Lazard Alternative Investments LLC; General Counsel of Lazard Real Estate Partners LLC; and General Counsel of LFCM Holdings LLC		30 Rockefeller Plaza New York, NY 10020		USA

II.

LAZARD ALTERNATIVE INVESTMENTS HOLDINGS LLC — Directors and Officers

Name		Title		Principal Occupation		Business Address		Citizenship
Hansford, James V.		Director and Chief Financial Officer		See Table I		See Table I		See Table I
Lustig, Matthew J.		Director		Managing Director of Lazard Alternative Investments LLC; Managing Principal and Chief Executive Officer of Lazard Real Estate Partners LLC; and Managing Director and Vice Chairman of US Investment Banking and Head of Real Estate of Lazard Frères & Co. LLC		30 Rockefeller Plaza New York, NY 10020		USA
Ridings, Barry W.		Chairman of the Board of Directors		See Table I		See Table I		See Table I
Rosen, Jeffrey A.		Director		Managing Director of Lazard Frères & Co. LLC, Investment Banking		30 Rockefeller Plaza New York, NY 10020		USA
Sands, Steven H.		Director		See Table I		See Table I		See Table I
Reifenberg, Marjorie L.		General Counsel and Secretary		See Table I		See Table I		See Table I

III.

LAZARD ALTERNATIVE INVESTMENTS LLC — Managers and Officers

Name		Title		Principal Occupation		Business Address		Citizenship
Burns, Kevin J.		Managing Director		Managing Principal of Lazard Technology Partners		5335 Wisconsin Avenue, NW Washington DC 20015		USA
Hansford, James V.		Managing Director and Chief Financial Officer		See Table I		See Table I		See Table I
Lustig, Matthew J.		Managing Director		See Table II		See Table II		See Table II
Planitzer, Russell E.		Managing Director		Managing Principal of Lazard Technology Partners		30 Rockefeller Plaza New York, NY 10020		USA
Reifenberg, Marjorie L.		Managing Director, General Counsel and Secretary		See Table I		See Table I		See Table I
Ridings, Barry W.		Managing Director and Chairman		See Table I		See Table I		See Table I

IV.

LAZARD FRÈRES REAL ESTATE INVESTORS L.L.C. — Officers and Investment Committee Members

Name		Title		Principal Occupation		Business Address		Citizenship
Lustig, Matthew J.		Managing Principal and Member of the Investment Committee		See Table II		See Table II		See Table II
Ickowicz, Gary		Managing Principal		Managing Principal of Lazard Real Estate Partners LLC		30 Rockefeller Plaza New York, NY 10020		USA
Wells, Douglas N.		Managing Principal and Member of the Investment Committee		Managing Principal of Lazard Real Estate Partners LLC		30 Rockefeller Plaza New York, NY 10020		Canada
Reifenberg, Marjorie L.		Principal, General Counsel and Secretary		See Table I		See Table I		See Table I
Herms, Henry C.		Controller		Controller of Lazard Real Estate Partners LLC		30 Rockefeller Plaza New York, NY 10020		USA
Garner, Albert H.		Member of the Investment Committee		Managing Director of Lazard Frères & Co. LLC, Investment Banking		30 Rockefeller Plaza New York, NY 10020		USA
Hansford, James V.		Member of the Investment Committee		See Table I		See Table I		See Table I
Maybank IV, Joseph		Member of the Investment Committee		Managing Director of Lazard Frères & Co. LLC, Investment Banking		30 Rockefeller Plaza New York, NY 10020		USA
Savage, Frank A.		Member of the Investment Committee		Managing Director of Lazard Frères & Co. LLC, Investment Banking		30 Rockefeller Plaza New York, NY 10020		USA
Ticotin, Mark S.		Senior Advisor and Member of the Investment Committee		Senior Advisor of Lazard Real Estate Partners LLC		30 Rockefeller Plaza New York, NY 10020		USA
Gross, Scott P.		Assistant Controller and Vice President		Assistant Controller of Lazard Real Estate Partners LLC		30 Rockefeller Plaza New York, NY 10020		USA
Ward, William D.		Vice President		Vice President of Lazard Real Estate Partners LLC		30 Rockefeller Plaza New York, NY 10020		USA

V.

LAZARD SENIOR HOUSING PARTNERS GP LLC — Officers and Investment Committee Members

Name		Title		Principal Occupation		Business Address		Citizenship
Lustig, Matthew J.		Managing Principal, Chief Executive Officer and Member of the Investment Committee		See Table II		See Table II		See Table II
Ickowicz, Gary		Managing Principal		See Table IV		See Table IV		See Table IV
Wells, Douglas N.		Managing Principal and Member of the Investment Committee		See Table IV		See Table IV		See Table IV
Reifenberg, Marjorie L.		Principal, General Counsel and Secretary		See Table I		See Table I		See Table I
Herms, Henry C.		Controller		See Table IV		See Table IV		See Table IV
Garner, Albert H.		Member of the Investment Committee		See Table IV		See Table IV		See Table IV
Hansford, James V.		Member of the Investment Committee		See Table I		See Table I		See Table I
Maybank IV, Joseph		Member of the Investment Committee		See Table IV		See Table IV		See Table IV
Savage, Frank A.		Member of the Investment Committee		See Table IV		See Table IV		See Table IV
Ticotin, Mark S.		Senior Advisor and Member of the Investment Committee		See Table IV		See Table IV		See Table IV
Gross, Scott P.		Assistant Controller and Vice President		See Table IV		See Table IV		See Table IV
Ward, William D.		Vice President		See Table IV		See Table IV		See Table IV

VI.

LSHP COINVESTMENT I GP LLC — Officers and Investment Committee Members

Name		Title		Principal Occupation		Business Address		Citizenship
Lustig, Matthew J.		Managing Principal, Chief Executive Officer and Member of the Investment Committee		See Table II		See Table II		See Table II
Ickowicz, Gary		Managing Principal		See Table IV		See Table IV		See Table IV
Wells, Douglas N.		Managing Principal and Member of the Investment Committee		See Table IV		See Table IV		See Table IV
Reifenberg, Marjorie L.		Principal, General Counsel and Secretary		See Table I		See Table I		See Table I
Herms, Henry C.		Controller		See Table IV		See Table IV		See Table IV
Garner, Albert H.		Member of the Investment Committee		See Table IV		See Table IV		See Table IV
Hansford, James V.		Member of the Investment Committee		See Table I		See Table I		See Table I
Maybank IV, Joseph		Member of the Investment Committee		See Table IV		See Table IV		See Table IV
Savage, Frank A.		Member of the Investment Committee		See Table IV		See Table IV		See Table IV
Ticotin, Mark S.		Senior Advisor and Member of the Investment Committee		See Table IV		See Table IV		See Table IV
Gross, Scott P.		Assistant Controller and Vice President		See Table IV		See Table IV		See Table IV
Ward, William D.		Vice President		See Table IV		See Table IV		See Table IV

Exhibit 99.2

JOINT FILING AGREEMENT

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.

Exhibit 99.8

STRICTLY CONFIDENTIAL
S&C DRAFT: 5/11/11

ESCROW AGREEMENT

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”).

RECITALS

WHEREAS, in connection herewith Acquiror, Ventas SL I, LLC, a Delaware limited liability company, Ventas SL II, LLC, a Delaware limited liability company, Ventas SL III, LLC, a Delaware limited liability company, Prometheus (as successor in interest to Atria Holdings LLC), Senior Housing LP, Coinvestment LP, Atria Senior Living Group, Inc., a Delaware corporation, One Lantern Senior Living Inc, a Delaware corporation, and LSHP Coinvestment I Inc, a Delaware corporation, entered into a Merger Agreement, dated October 21, 2010 (as amended, the “Merger Agreement”); for ease of reference for the parties other than the Escrow Agent, capitalized terms used herein and not otherwise defined have the meanings assigned in the Merger Agreement. The Escrow Agent shall be bound only by this Agreement and shall not be responsible for nor look to the Merger Agreement or any other agreement nor any definitions contained therein except for those set forth in this Agreement;

WHEREAS, pursuant to Section 6(c)(ii)(A) of the Merger Agreement, Acquiror will deposit 3,697,541 shares (the “Escrowed Shares”) of common stock of Acquiror, par value $0.25 per share (such stock, “Acquiror Stock”), with the Escrow Agent to be held in escrow as provided in this Agreement;

WHEREAS, the Merger Parties are also party to that certain Indemnification Agreement, dated as of May 12, 2011 (as amended, the “Indemnification Agreement”), pursuant to which, after the Stockholders Release Date (as defined below), the Escrow Agent shall continue to hold Escrowed Shares and/or cash (such cash, and any securities or other investments in which such funds have been invested, the “Escrowed Cash”) in escrow as provided in this Agreement;

WHEREAS, Acquiror may make certain claims against the Escrowed Shares pursuant to Section 6(f) of the Merger Agreement and Section 1.3 of the Indemnification Agreement and against the Escrowed Cash pursuant to Section 1.3 of the Indemnification Agreement, subject to the terms, conditions and limitations set forth in the Merger Agreement and the Indemnification Agreement;

WHEREAS, the Escrow Agent has agreed to act as escrow agent hereunder, in accordance with the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Appointment of Escrow Agent; Compensation.

Acquiror and Stockholders hereby appoint and designate the Escrow Agent as escrow agent to receive, hold and disburse the Escrowed Shares and Escrowed Cash in accordance with this Agreement, and the Escrow Agent hereby accepts such appointment and designation. Acquiror and Stockholders agree to pay the fees and expenses of the Escrow Agent in connection with this Agreement as set forth on Attachment A, such costs to be shared equally by Acquiror, on the one hand, and Stockholders, on the other hand.

2. Escrow Deposit.

Immediately following the execution and delivery of this Agreement, Acquiror shall deliver the Escrowed Shares to the Escrow Agent. The Escrowed Shares will be registered book-entry shares through the Depository Trust Company (DTC) and shall be uncertificated, registered in the nominee name of the Escrow Agent as escrow agent hereunder until such Escrowed Shares are released from the escrow fund (the “Escrow Fund”) (which, for the avoidance of doubt, shall include the Escrowed Shares and the Escrowed Cash, if any) and transferred or delivered to Stockholders or Acquiror, as the case may be in accordance with the terms and conditions of this Agreement.

From and after November 12, 2012 (the “Stockholders Release Date”) the Stockholders from time to time may deliver cash to the Escrow Agent to be added to the Escrow Fund in connection with a sale of Escrowed Shares contemplated by Section 3(g), in which case such cash shall be treated as Escrowed Cash, invested and reinvested in accordance with Section 3 and held by the Escrow Agent in accordance with the terms and conditions of this Agreement. In connection with the Stockholders’ initial delivery of cash to the Escrow Agent, the Stockholders shall provide the Escrow Agent with one Business Day’s (as defined below) advance written notice; no notice is required for subsequent cash deliveries.

During the period that any of the Escrowed Shares are held by the Escrow Agent pursuant to this Agreement, the Escrow Agent shall send out any proxy notices that it receives to the General Counsel of Lazard Real Estate Partners LLC at 30 Rockefeller Plaza, 50th Floor, New York, NY 10020 and shall vote each Escrowed Share at each meeting of the stockholders of Acquiror, or with respect to each written consent solicited, solely in accordance with the written instructions of Stockholders.

During the period that any of the Escrowed Shares are held by the Escrow Agent pursuant to this Agreement, the Escrow Agent shall pay all dividends and distributions made by Acquiror and delivered to the Escrow Agent promptly and directly to the Stockholders pursuant to written instructions from the Stockholders that shall include any applicable pro rata payment percentages for each Stockholder. Similarly, during the period, if any, that the Escrow Agent is holding any Escrow Cash, the Escrow Agent will pay all interest earned on such cash promptly and directly to Stockholders pursuant to written instructions from the Stockholders that shall include any applicable pro rata payment percentages for each Stockholder.

Any Escrowed Shares or other equity securities (including securities convertible into shares of Acquiror Stock or other equity securities), if any, issued or distributed by Acquiror or any other entity in respect of the Escrowed Shares following the date hereof, whether pursuant to a spin-off, split-up, stock split, reverse split, stock dividend, reorganization, recapitalization, reclassification, increase or decrease of capital, conversion, consolidation, merger, exchange or other business combination or similar transaction (any such additional securities, “New Shares”), shall be added to and become part of the Escrowed Shares, to be held by the Escrow Agent as provided herein. To the extent that the New Shares consist of any securities other than shares of Acquiror Stock, Acquiror and the Stockholders shall cooperate and work together in good faith to determine what change, if any, may be required to amend the terms of this Agreement to give effect to the inclusion of such New Shares in the escrow created by this Agreement.

3. Investment of Escrowed Cash.

In the event that Escrowed Cash is delivered to the Escrow Agent by the Stockholders, the Escrowed Cash shall be invested in a JPMorgan Money Market Deposit Account (“MMDA”), or a successor or similar investment offered by the Escrow Agent, unless the Escrow Agent is instructed by the Stockholders to invest any or all of the Escrowed Cash in any one or more of the following (each, a “Permitted Alternative Investment”): (a) any obligation of, or guaranteed as to principal and interest by, the United States or any agency or instrumentality thereof and certificates of deposit issued by any commercial bank having a combined capital and surplus in excess of $100,000,000 organized under the laws of the United States or under the laws of any state of the United States or any political subdivision thereof; (b) any money market fund that invests solely in such obligations; (c) commercial paper of finance companies organized under the laws of any state of the United States or any political subdivision thereof and in each case having a rating assigned to such commercial paper by Standard & Poor’s Corporation or Moody’s Investors Services, Inc. equal to the highest rating assigned by such organization. or (d) any other investment agreed to in writing by Acquiror and the Stockholders; provided, however, that no Escrowed Cash shall be invested in any investment having a maturity which exceeds one hundred eighty (180) days from the date of purchase unless agreed to in writing by Acquiror and the Stockholders. MMDAs have rates of compensation that may vary from time to time based upon market conditions, provided that no fees shall be charged hereunder for investing in the MMDA other than the Annual Administration Fee set forth on Attachment A hereto. Instructions to make any Permitted Alternative Investment must be in writing and shall specify the type and identity of the investments to be purchased and/or sold.

The Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive market compensation with respect to any Permitted Alternative Investment directed hereunder, including, without limitation, charging any applicable market agency fee in connection with each transaction. The parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of the Escrowed Cash or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall not have any liability for any loss sustained as a result of any investment of the Escrowed Cash made pursuant to the terms of this Agreement or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrowed Cash. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Agreement. The Escrow Agent agrees to provide the Stockholders and the Acquiror with monthly account statements in its customary form and also to provide specific balance information from time to time upon request.

4. Distributions of Escrowed Shares and Escrowed Cash.

(a) If Acquiror desires to make an indemnification claim against the Escrowed Shares or Escrowed Cash pursuant to Section 6 of the Merger Agreement or Article I of the Indemnification Agreement, Acquiror shall deliver or cause to be delivered to the Escrow Agent, with a copy to Stockholders, by 5:00 pm New York time on or before the last Business Day prior to (i) the Stockholders Release Date (as defined below) if such claim is made pursuant to the Merger Agreement or (ii) the Final Distribution Date (as defined below) if such claim is made pursuant to the Indemnification Agreement, a notice, executed by a duly authorized officer of Acquiror (the “Notice of Claim”), attached to which shall be the notice given to Stockholders under and in accordance with the requirements of Section 6(c) of the Merger Agreement or Section 1.3 of the Indemnification Agreement, as applicable, and which Notice of Claim shall set forth the agreement (either the Merger Agreement or the Indemnification Agreement) pursuant to which it is delivered, the dollar amount of the claim (the “Indemnification Amount”) and, if applicable, the number of Escrowed Shares transferable in satisfaction of the claim, which will be the quotient of (x) the Indemnification Amount divided by the Value Per Share. For purposes of this Agreement: “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which the Escrow Agent located at the notice address set forth in Section 8.11 is authorized or required by law or executive order to remain closed, and “Value Per Share” has the meaning assigned in the Merger Agreement, which is, as of the date hereof, $54.09 but which amount is subject to adjustment if Acquiror declares or pays, or experiences, a stock dividend, extraordinary dividend, stock split, recapitalization, reclassification, recombination or the like, in which case the Value Per Share will be adjusted as appropriate to preserve for Acquiror and the Stockholders the economic effect of Value Per Share as it existed prior to the dividend, split or other transaction, as determined by Acquiror and the Stockholders acting reasonably, it being agreed between them that the Stockholders and Acquiror will notify the Escrow Agent in writing promptly following any such change in the Value Per Share. It is understood by the Merger Parties that no fractional shares may be released and at no time will the Escrow Agent be required to calculate the number of Escrowed Shares to be released pursuant to a Notice of Claim.

(b) If Stockholders notify the Escrow Agent in writing that they agree with the Indemnification Amount being sought by Acquiror pursuant to the Notice of Claim, or Stockholders do not notify the Escrow Agent that they dispute the Acquiror’s claim for the Indemnification Amount within fifteen (15) days after receipt of a copy of the Acquiror’s Notice of Claim, or if the fifteen (15th) day does not fall on a Business Day, on the next Business Day (the “Objection Period”), the Escrow Agent shall release from the Escrow Fund and transfer to Acquiror the number of Escrowed Shares and/or amount of Escrowed Cash representing the Indemnification Amount in accordance with the relevant Notice of Claim (but in any event not later than three (3) Business Days after the expiration of the Objection Period). As indicated in the written instructions delivered to the Escrow Agent, any claim paid from the Escrow Fund after the Stockholders Release Date in satisfaction of a claim made pursuant to the Indemnification Agreement will be satisfied first from Escrowed Cash; provided, that if there is no Escrowed Cash at the time of such payment, such claim will be satisfied in Escrowed Shares and provided, further, that if at the time of such payment the Escrow Fund includes both Escrowed Cash and Escrowed Funds and the amount of the Escrowed Cash is less than the Indemnification Amount, then such claim will be satisfied with all of the Escrowed Cash and a number of Escrowed Shares equal to the quotient of (i) the difference between the Indemnification Amount and the amount of Escrowed Cash and (ii) the Value Per Share, subject to the condition that no fractional shares may be released and at no time will the Escrow Agent be required to calculate the number of Escrowed Shares to be released pursuant to a Notice of Claim.

(c) If Stockholders dispute all or any portion of the Indemnification Amount set forth in the Notice of Claim, they shall, within the Objection Period, provide written notice of such dispute to the Escrow Agent, with a copy to Acquiror.

(d) If the Escrow Agent receives a written notice of dispute from Stockholders within the Objection Period:

(A) the Escrow Agent shall release from the Escrow Fund and transfer to Acquiror promptly (but in any event not later than three (3) Business Days after the expiration of the Objection Period) only that amount of the Escrowed Shares or Escrowed Cash, if any, as applicable, with respect to which there is no dispute in accordance with the relevant Notice of Claim (provided, however, that no such partial transfer by the Escrow Agent shall terminate or otherwise prejudice any rights of Acquiror with respect to any amount claimed in excess of the amount so transferred); and

(B) in respect of that amount of Escrowed Shares or Escrowed Cash with respect to which there is a dispute, the Escrow Agent shall not release from escrow or transfer Escrowed Shares or Escrowed Cash representing such portion of the Indemnification Amount, except as it may be directed by (x) a written agreement or instruction signed jointly by Acquiror and Stockholders, or (y) a written instruction by Acquiror or Stockholders in accordance with (and attaching) a final order, judgment, decree, ruling or award of a court of competent jurisdiction or any arbitrator or arbitration panel (if Acquiror and Stockholders have agreed to be bound by such arbitrator or panel) that the matter in dispute was submitted to by Acquiror and Stockholders, and if the Escrow Agent receives such written instruction (and related materials) it shall thereafter release from the Escrow Fund and transfer to Acquiror promptly (but in any event not later than three (3) Business Days after the expiration of the Objection Period) that amount of the Escrowed Shares or Escrowed Cash to which Acquiror is entitled, if any, as evidenced by the applicable agreement or instruction.

(e) On the Stockholders Release Date, assuming there are no outstanding Notices of Claim from Acquiror (or that the outstanding Notices of Claim have been rendered moot by the Release (as defined below)), (i) if there are 693,290 or more Escrowed Shares as of such date, the Escrow Agent shall release from the Escrow Fund and transfer to Stockholders promptly (but in any event not later than three (3) Business Days after the Stockholders Release Date and receipt of the written direction of the Stockholders) a number of Escrowed Shares equal to (A) all remaining Escrowed Shares less (B) 693,289, to be allocated among Stockholders as designated by them in writing, or (ii) if there are 693,289 or fewer Escrowed Shares as of such date, the Escrow Agent shall retain all of the Escrowed Shares. If, at the Stockholders Release Date, one or more Notices of Claim remain outstanding (and have not been rendered moot by the Release), then, in addition to the shares to be retained pursuant to the prior sentence, on such date the Escrow Agent shall retain, to the extent available, an additional number of Escrowed Shares (the “Retained Shares”) equal to the quotient of the aggregate dollar amount of all outstanding claims then the subject of all Notices of Claim that have not been resolved between the Stockholders and Acquiror or rendered moot by the Release divided by the Value Per Share, which number of Retained Shares shall be specified by the Merger Parties pursuant to written instructions, and shall only transfer to Stockholders Escrowed Shares, if any, then in the Escrow Fund in excess of the sum of (A) the Retained Shares and (B) the shares to be retained pursuant to the prior sentence. The Retained Shares shall be released from the Escrow Fund and transferred by the Escrow Agent from time to time as follows: (i) to Acquiror if and to the extent a pending Notice of Claim is resolved between the Stockholders and Acquiror in a manner that results in satisfaction of the claim from the Escrow Fund (the number of Escrowed Shares to be transferred to Acquiror in that case being the lesser of (A) the number of Escrowed Shares initially set aside to satisfy the matter identified in the relevant Notice of Claim and (B) the actual number of Escrowed Shares necessary to satisfy the final amount of the indemnification claim payable pursuant to the Merger Agreement or Indemnification Agreement) or (ii) to the Stockholders if and to the extent, following resolution of the matters identified in a particular Notice of Claim that was outstanding at the Stockholders Release Date, fewer Escrowed Shares will be necessary to satisfy the Stockholders’ obligations to Acquiror in respect of that Notice of Claim than were initially set aside in respect of that Notice of Claim at the Stockholders Release Date (the number of Escrowed Shares to be transferred to Stockholders in that case being equal to the number of Escrowed Shares initially set aside to satisfy all claims under such Notice of Claim less the actual number of Escrowed Shares released to Acquiror to satisfy the final amount of the indemnification claim payable pursuant to the Merger Agreement or Indemnification Agreement), in each case of (i) and (ii) promptly following receipt by the Escrow Agent of a written agreement or instruction signed jointly by Acquiror and Stockholders (which each of them agrees to provide in accordance with the conditions described above). For purposes of this Agreement, the “Release” shall mean the occurrence of the release described in the definition of “Termination Date” in Section 1.2(b) of the Indemnification Agreement. The occurrence of such Release and the mooting of any claim(s) or Notice(s) of Claim thereby shall be communicated to the Escrow Agent pursuant to written instructions signed jointly by Acquiror and Stockholders.

(f) On the earlier of (i) November 12, 2015, and (ii) the Business Day following the date of the Release (such earlier date, the “Final Distribution Date”), assuming there are no outstanding Notices of Claim from Acquiror (or that the outstanding Notices of Claim have been rendered moot by the Release), the Escrow Agent shall release from the Escrow Fund and transfer to Stockholders promptly (and in any event not later than three (3) Business Days after the Final Distribution Date and receipt of the written direction of the Stockholders) all remaining Escrowed Shares and Escrowed Cash, to be allocated among the Stockholders as designated by them in writing. If, at the Final Distribution Date, one or more Notices of Claim remain outstanding (and have not been rendered moot by the Release), then on such date the Escrow Agent shall retain Escrowed Cash (the “Final Retained Cash”) equal to the aggregate dollar amount of all outstanding claims then the subject of all Notices of Claim that have not been resolved between the Stockholders and Acquiror or rendered moot by the Release, which amount shall be specified by the Merger Parties pursuant to written instructions, and shall only transfer to Stockholders Escrowed Cash, if any, then in the Escrow Fund in excess of the Final Retained Cash; provided, that if the Final Retained Cash is less than such aggregate dollar amount of all outstanding claims (not resolved or rendered moot by the Release), then the Escrow Agent shall retain (i) all of the Escrowed Cash (which shall be the Final Retained Cash) and (ii) a number of Escrowed Shares equal to the quotient of (A) the difference between (x) the aggregate dollar amount of all outstanding claims then the subject of all Notices of Claim that have not been resolved between the Stockholders and Acquiror or rendered moot by the Release and (y) the Final Retained Cash and (B) the Value Per Share (such number of Escrowed Shares, the “Final Retained Shares”). The Final Retained Cash and, if applicable, the Final Retained Shares, as applicable, shall be released from the Escrow Fund and transferred by the Escrow Agent from time to time as follows: (i) to Acquiror if and to the extent a pending Notice of Claim is resolved between the Stockholders and Acquiror in a manner that results in satisfaction of the claim from the Escrow Fund (the amount of Final Retained Cash and/or the number of Final Retained Shares to be transferred to Acquiror in that case, as applicable, being the lesser of (A) the amount of Escrowed Cash and/or the number of Escrowed Shares initially set aside to satisfy the matter identified in the relevant Notice of Claim, as applicable and (B) the actual amount of Escrowed Cash and/or the actual number of Escrowed Shares necessary to satisfy the final amount of the indemnification claim payable pursuant to the Indemnification Agreement, as applicable) or (ii) to the Stockholders if and to the extent, following resolution of the matters identified in a particular Notice of Claim that was outstanding at the Final Distribution Date, less Escrowed Cash and/or fewer Escrowed Shares, as applicable, will be necessary to satisfy the Stockholders’ obligations to Acquiror in respect of that Notice of Claim than was or were, as applicable, initially set aside in respect of that Notice of Claim at the Final Distribution Date (the amount of Escrowed Cash and/or the number of Escrowed Shares to be transferred to Stockholders in that case, as applicable, being equal to the amount of Escrowed Cash and/or the number of Escrowed Shares initially set aside to satisfy all claims under such Notice of Claim, as applicable, less the actual amount of Escrowed Cash and/or the actual number of Escrowed Shares released to Acquiror to satisfy the final amount of the indemnification claim payable pursuant to the Indemnification Agreement, as applicable), in each case of (i) and (ii) promptly following receipt by the Escrow Agent of a written agreement or instruction, which shall include any calculations and payment amounts, signed jointly by Acquiror and Stockholders (which each of them agrees to provide in accordance with the conditions described above).

(g) At any time following the Stockholders Release Date, upon the written instructions of the Merger Parties, the Escrow Agent shall release the number of shares specified in such instructions in connection with a sale of such Escrowed Shares by the Stockholders and a deposit of Escrowed Cash into the Escrow Fund pursuant to Section 2.

(h) Any instructions sent to the Escrow Agent to deliver the Escrowed Shares in accordance with this Agreement shall reference the Escrow Agent’s participant number of 902 and shall be delivered to this participant number within the book entry system at DTC.

5. Actions by and Indemnification of Escrow Agent.

5.1. Reliance by Escrow Agent.

The Escrow Agent may rely and shall be protected in acting or refraining from acting upon any certificate or affidavit furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be liable for any action taken by it in good faith and without gross negligence or willful misconduct. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reliance upon, the reasonable advice or opinion of any such counsel, accountants or other skilled persons. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper Merger Party or Merger Parties without inquiry and without requiring substantiating evidence of any kind.

5.2. Indemnification of Escrow Agent.

Acquiror and Stockholders agree, jointly and severally, to indemnify the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, attorneys, accountants, experts and employees (the “Indemnitees”) for, and to hold each Indemnitee harmless against, any damages, claims, liabilities, penalties, judgments, settlements, costs or expenses (including, without limitation, the reasonable fees and expenses of in-house or outside counsel and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively, “Losses”) incurred without gross negligence or bad faith on the part of the Escrow Agent, arising out of or in connection with (i) the Escrow Agent’s execution and performance of this Agreement, tax reporting or withholding, the enforcement of any rights or remedies under or in connection with this Agreement or as may arise by reason of any act, omission or error of the Indemnitee, except in the case of any Indemnitee to the extent that such Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of such Indemnitee, or (ii) its following any instructions or other directions, whether joint or singular, from the Merger Parties, except to the extent that its following any such instruction or direction is not permitted by the terms hereof. The indemnity obligations set forth in this Section 5.2 shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement. Acquiror and Stockholders agree, solely as between them, to bear such costs equally (i.e., 50/50).

The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

5.3. Duties of Escrow Agent.

The Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties nor any fiduciary obligations shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between the Merger Parties, in connection herewith, if any, including without limitation the Merger Agreement and the Indemnification Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with the Merger Agreement or the Indemnification Agreement, nor shall any additional obligations of the Escrow Agent be inferred from the terms of the Merger Agreement or the Indemnification Agreement, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to the Merger Agreement, the Indemnification Agreement or any other agreement among the Merger Parties, the terms and conditions of this Agreement shall control solely with respect to the Escrow Agent. The Escrow Agent shall not be liable to any Merger Party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to or related to the transfer or distribution of the Escrowed Shares or Escrowed Cash, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 8.11 and the Escrow Agent has been able to satisfy any applicable security procedures as may be required thereunder. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments, nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts and/or Escrowed Shares or Escrowed Cash deposited with it hereunder. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any Merger Party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action, and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing by the Merger Parties which eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. The Merger Parties agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same, except as required by law or judicial order. The Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder.

6. Resignation of Escrow Agent.

The Escrow Agent may at any time resign as such by delivering the Escrowed Shares and Escrowed Cash to any successor escrow agent designated in writing by Stockholders and Acquiror jointly or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of any and all further obligations arising in connection with this Agreement. The resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) and (ii) the day that is thirty (30) days after the date of delivery of its written notice of resignation to Acquiror and Stockholders. If at that time the Escrow Agent has not received a designation of a successor escrow agent, the Escrow Agent shall petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties hereto. The Escrow Agent’s sole responsibility after that time shall be to safekeep the Escrowed Shares and Escrowed Cash until receipt of a designation of a successor escrow agent or a final order of a court of competent jurisdiction.

7. Termination.

This Agreement shall terminate automatically when all of the Escrowed Shares and Escrowed Cash have been disbursed as provided in Section 4 hereof.

8. Miscellaneous.

8.1. Additional Actions and Documents.

Each of the parties hereto hereby agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and will obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this Agreement.

8.2. Expenses.

Subject to the provisions of Sections 1, 5.2 and 5.3 hereof, each party hereto shall pay its own expenses incident to this Agreement and the transactions contemplated hereunder, including all legal and accounting fees and disbursements.

8.3. Assignment.

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto. For the avoidance of doubt, any of the Stockholders and their respective successors may transfer interests in Escrowed Shares to their permitted assigns solely in accordance with the terms and conditions of the Lock-Up Agreement, dated as of May 12, 2011, by and among each of the Merger Parties (as amended, the “Lock-Up Agreement”), the Merger Agreement or any other agreement between the Merger Parties that permits such transfers and subject to Section 8.18 and upon prior written notice to the Escrow Agent.

8.4. Amendment.

No amendment, modification or discharge of this Agreement shall be valid or binding unless set forth in writing and duly executed and delivered by the party against whom enforcement of the amendment, modification or discharge is sought.

8.5. Waiver.

No delay or failure on the part of any party hereto in exercising any right, power or privilege under this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver shall be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.

8.6. Consent to Jurisdiction/Waiver of Jury Trial.

Each of the parties hereto irrevocably and unconditionally submits to the non-exclusive jurisdiction of federal and state courts of New York sitting in New York County for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the parties hereto irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding in any such court and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

8.7. Survival.

It is expressly understood that Section 5.2 of this Agreement shall survive and continue in full force and effect, notwithstanding the termination of this Agreement, until the expiration of the applicable statute of limitations with respect to the matters addressed in Section 5.2 of this Agreement.

8.8. Enforceability.

Each party hereto hereby irrevocably agrees that a final judgment of any of the courts specified in Section 8.6 in any action or proceeding relating to this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

8.9. Severability.

If any part of any provision of this Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement.

8.10. Governing Law.

This Agreement, the rights and obligations of the parties hereto and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York, excluding the choice of law rules thereof.

8.11. Notices.

(a) All notices, demands, requests or other communications which may be or are required to be given, served or sent by any party to any other party pursuant to this Agreement shall be in writing and, except for communications from the Merger Parties setting forth, claiming, containing, objecting to or in any way related to the transfer or distribution of Escrowed Shares or Escrowed Cash, including but not limited to funds transfer instructions or shares transfer instructions (“Shares Transfer Instructions”) (all of which shall be specifically governed by Section 8.11(b)), shall be deemed to be duly given after it has been delivered by facsimile, overnight courier or prepaid registered mail, return receipt requested (with return receipt, the delivery receipt or, with respect to a facsimile, the answer back being deemed conclusive, but not exclusive, evidence of such delivery) to the appropriate notice address set forth below or at such other address as any party hereto may have furnished to the other parties hereto in writing by registered mail, return receipt requested.

	(A)		If to Acquiror:
			Ventas, Inc. 10350 Ormsby Park Place, Suite 300 Louisville, KY 40223 Attention: General Counsel Facsimile No.: (502) 357-9029
			With a copy to:
			Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York New York 10019 Attention: Robin Panovka Facsimile No.: (212) 403-2352
	(B)		If to Stockholders:
			Prometheus Senior Quarters LLC c/o Lazard Frères Real Estate Investors L.L.C. 30 Rockefeller Plaza, 50th Floor New York, New York 10020

			Attention: Matthew J. Lustig and General Counsel Facsimile No.: (212) 332-5647 and (212) 332-1793
			And:
			Lazard Senior Housing Partners LP c/o Lazard Real Estate Partners LLC 30 Rockefeller Plaza, 50th Floor New York, New York 10020 Attention: Matthew J. Lustig and General Counsel Facsimile No.: (212) 332-5647 and (212) 332-1793
			And:
			LSHP Coinvestment Partnership I LP c/o Lazard Real Estate Partners LLC 30 Rockefeller Plaza, 50th Floor New York, New York 10020 Attention: Matthew J. Lustig and General Counsel Facsimile No.: (212) 332-5647 and (212) 332-1793
			With a copy to:
			Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 Attn: Benjamin R. Weber Facsimile No.: (212) 558-3588
	(C)		If to the Escrow Agent:
			JPMorgan Chase Bank, N.A. Escrow Services 4 New York Plaza, 21st Floor New York, New York 10004 Attention: Michael Kuzmicz/Greg Kupchynsky Facsimile No.: 212-623-6168

Notwithstanding the above, in the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by the persons listed above or an officer of the Escrow Agent or any employee of the Escrow Agent who reports directly to any such officer at the above-referenced office. In the event that the Escrow Agent, in its sole discretion, shall determine that an emergency exists, the Escrow Agent may use such other means of communication as the Escrow Agent deems appropriate.

(b) Security Procedures. Notwithstanding anything to the contrary as set forth in Section 8.11(a), any instructions setting forth, claiming, containing, objecting to or in any way related to the transfer or distribution of the Escrowed Shares or Escrowed Cash, including but not limited to any such transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Fund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Merger Parties by the Escrow Agent in accordance with Section 8.11 and as further evidenced by a confirmed transmittal to that number.

Notwithstanding anything to the contrary herein, in the event funds transfer instructions or Shares Transfer Instructions are given, whether in writing or by facsimile or otherwise, for the Merger Parties or as repetitive funds transfer instructions or Shares Transfer Instructions for any other beneficiary at the time of execution of this Agreement, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 1 hereto (“Schedule 1”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the executive officers (“Executive Officers”) of Acquiror or the general partners that ultimately control the Stockholders, as the case may be, which shall include the titles of General Counsel and Secretary, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Escrow Agent and the beneficiary’s bank in any funds transfer or shares transfer may rely solely upon any account numbers or similar identifying numbers provided by Acquiror or Stockholders to identify (i) the beneficiary, (ii) the beneficiary’s bank or (iii) an intermediary bank. The Escrow Agent may apply any funds or any of the Escrowed Shares or Escrowed Cash for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Merger Parties acknowledge that these security procedures are commercially reasonable.

8.12. Headings.

Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

8.13. Approvals; Waivers.

Each party hereto shall use its reasonable efforts to obtain any approvals, waivers or other consents of third parties required to effect its performance of the transactions contemplated by this Agreement.

8.14. Counterparts.

This Agreement may be executed in one or more separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.15. Benefits of Agreement.

The covenants, undertakings and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto and their respective successors, heirs, executors, administrators, legal representatives and permitted assigns.

8.16. Entire Agreement and Modification.

This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements or understandings, written or oral, between the parties with respect to the subject matter hereof, except that as to the Merger Parties, the Merger Agreement, the Lock-Up Agreement and the Indemnification Agreement are part of the understanding and agreement of the Merger Parties with respect to the subject matter of this Agreement. This Agreement may not be amended except by a written agreement executed by Acquiror, Stockholders and the Escrow Agent.

8.17. Compliance with Court Orders.

In the event that any Escrowed Shares or Escrowed Cash shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree, it shall not be liable to any of the Merger Parties or to any other person, entity, firm or corporation, by reason of such compliance, notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

8.18. Patriot Act Disclosure.

Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Escrow Agent to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Merger Parties acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the Merger Party’s identity including without limitation name, address and organizational documents (“Identifying Information”). The Merger Parties agree to provide the Escrow Agent with and consents to the Escrow Agent obtaining from third parties any such Identifying Information required as a condition of opening an account with or using any service provided by the Escrow Agent.

8.19. Taxes.

The Merger Parties have provided the Escrow Agent with its fully executed Internal Revenue Service (“IRS”) Form W-8, or W-9 and/or other required documentation. Except as otherwise required by applicable law or pursuant to a “determination” (within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended, or any similar provision of state, local or foreign law) as notified to the Escrow Agent in writing by the Merger Parties, the parties hereto will treat the Stockholders as owning the Escrow Fund and all interest, dividends or other income earned under this Agreement (“Escrow Fund Income”) shall be allocated to the Stockholders and reported at the time of distribution in the same pro rata payment percentages communicated under Section 2 herein or in the written instructions provided to the Escrow Agent by the Stockholders at the time of distribution, as and to the extent required by law, by the Escrow Agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Fund by the Stockholders. For the avoidance of doubt, the Stockholders will be responsible for the payment of all federal and state income taxes payable in respect of the Escrow Fund and the Escrow Fund Income. The Escrow Agent shall comply with any withholding obligations imposed by applicable laws or regulations, if any, including but not limited to the obligation to withhold in the absence of proper tax documentation, and shall remit taxes withheld to the appropriate authorities. The Escrow Agent shall comply with all applicable information reporting and tax return filing obligations arising with respect to the Escrow Fund (including, without limitation, any Escrow Fund Income), or any investment thereof. Any other tax returns required to be filed will be prepared and filed by the appropriate Merger Party with the IRS and any other taxing authority as required by law. Other than as required by this Agreement, the parties acknowledge and agree that the Escrow Agent shall have no responsibility for the preparation and/or filing of any income, franchise or any other tax return with respect to the Escrow Fund or any Escrow Fund Income. The Escrow Agent shall not be responsible for any tax reporting on the principal amount of the Escrow Fund so long as the Escrow Agent is not a “broker” within the meaning of Treasury Regulation Section 1.6045-1(a)(1). Each of the Stockholders shall deliver to the Escrow Agent upon request a duly executed certification of non-foreign status substantially in the form of Treasury Regulation 1.1445-2(b)(2)(iv) on or before the execution of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, or have caused this Agreement to be duly executed on their behalf, as of the day and year first above written.

STOCKHOLDERS:

[Signature Page to Escrow Agreement]

[Signature Page to Escrow Agreement]

ACQUIROR:

[Signature Page to Escrow Agreement]

ESCROW AGENT:

[Signature Page to Escrow Agreement]

ATTACHMENT A

ESCROW AGENT FEE SCHEDULE

Account Acceptance Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$0

Encompassing review, negotiation and execution of governing documentation, opening of the account, and completion of all due diligence documentation. Payable upon closing.

Annual Administration Fee . . . . . . . . . . . . . . . . . . . . . . . . $3,500

The Administration Fee covers our usual and customary ministerial duties, including record keeping, distributions, document compliance and such other duties and responsibilities expressly set forth in the governing documents for each transaction. Payable upon closing and annually in advance thereafter, without pro-ration for partial years.

Extraordinary Services and Out-of Pocket Expenses

Any additional services beyond our standard services as specified above, and all reasonable out-of-pocket expenses including attorney’s or accountant’s fees and expenses will be considered extraordinary services for which related costs, transaction charges, and additional fees will be billed at the Bank’s then standard rate. Disbursements, receipts, investments or tax reporting exceeding 25 items per year may be treated as extraordinary services thereby incurring additional charges. The Escrow Agent may impose, charge, pass-through and modify fees and/or charges for any account established and services provided by the Escrow Agent, including but not limited to, transaction, maintenance, balance-deficiency, and service fees and other charges, including those levied by any governmental authority.

Disclosure & Assumptions

•

Please note that the fees quoted are based on a review of the transaction documents provided and an internal due diligence review. JPMorgan reserves the right to revise, modify, change and supplement the fees quoted herein if the assumptions underlying the activity in the account, level of balances, market volatility or conditions or other factors change from those used to set our fees.

•

The parties acknowledge and agree that they are permitted by U.S. law to make up to six (6) pre-authorized withdrawals or telephonic transfers from an MMDA per calendar month or statement cycle or similar period. If the MMDA can be accessed by checks, drafts, bills of exchange, notes and other financial instruments (“Items”), then no more than three (3) of these six (6) transfers may be made by an Item. The Escrow Agent is required by U.S. law to reserve the right to require at least seven (7) days notice prior to a withdrawal from an MMDA.

•

Payment of the invoice is due upon receipt.

Compliance

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. We may ask for information that will enable us to meet the requirements of the Act.

Schedule 1

Telephone Number(s) and Authorized Signature(s) for
Person(s) Designated to give Shares Transfer Instructions

If from Acquiror:

		Name		Telephone Number		Signature
1.		T. Richard Riney		(502) 357-9010
2.		Richard A. Schweinhart		(502) 357-9388
3.		Kristen M. Benson		(312) 660-3808

If from Stockholders:

		Name		Telephone Number		Signature
1.		Matthew J. Lustig		(212) 632-6612
2.		Marjorie L. Reifenberg		(212) 632-2660
3.		Douglas N. Wells		(212) 632-2607

Telephone Number(s) for Call-Backs and
Person(s) Designated to Confirm Shares Transfer Instructions

If from Acquiror:

		Name		Telephone Number
1.		T. Richard Riney		(502) 357-9010
2.		Richard A. Schweinhart		(502) 357-9388
3.		Kristen M. Benson		(312) 660-3808

If from Stockholders:

		Name		Telephone Number
1.		Matthew J. Lustig		(212) 632-6612
2.		Marjorie L. Reifenberg		(212) 632-2660
3.		Douglas N. Wells		(212) 632-2607

All transfer instructions must include the signature of the person(s) authorizing said funds transfer.

Exhibit 99.9

EXECUTION COPY

INDEMNIFICATION AGREEMENT

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”), LSHP Coinvestment I Inc, a Delaware corporation (“Coinvestment Inc”), Ventas Senior Housing, LLC, a Delaware limited liability company (“Ventas SH”), Ventas AOC Operating Holdings, Inc., a Delaware corporation (the “TRS”) and ASL Operating Company, LLC, a Delaware limited liability company (“Management Holdco”).

RECITALS

WHEREAS, Acquiror, Merger Sub A, Merger Sub O, Merger Sub C, Prometheus (as successor by assignment to Atria Holdings LLC), Senior Housing LP, Coinvestment LP, Existing Guarantor, OLSL and Coinvestment Inc are parties to that certain Merger Agreement, dated as of October 21, 2010 (as amended, the “Merger Agreement”);

WHEREAS, concurrent with the closing of the mergers provided for in the Merger Agreement, the Stockholders have agreed to place certain shares of common stock of Acquiror (“Acquiror Shares”) into escrow with JP Morgan Chase Bank N.A., as escrow agent (“Escrow Agent”), to be held by Escrow Agent pursuant to the terms of a separate Escrow Agreement, dated the date of the Closing (the “Escrow Agreement”);

WHEREAS, pursuant to the Merger Agreement and contemporaneously with the consummation of the transactions under the Merger Agreement, Ventas SH, the TRS, Management Holdco and certain other parties are entering into a certain Master Agreement (the “Master Agreement”) dated as of the date hereof;

WHEREAS, in connection with the closing of the transactions contemplated by the Merger Agreement, certain of the parties hereto or their affiliates are parties to (i) that certain Assignment and Assumption (“Assignment and Assumption”), dated as of the date hereof, by ARVIM, Inc., a California corporation (“ARVIM”), ARV Assisted Living, Inc., a Delaware corporation (“ARV”), Atria Lynnbrooke (Irvine), L.P., a Delaware limited partnership (“Atria Lynnbrooke”), Atria Meridian, LLC, a Delaware limited liability company (“Atria Meridian” and together with ARVIM, ARV and Atria Lynnbrooke, each, an “Existing Lessee” and, collectively, the “Existing Lessees”), as assignors, and Atria Lynnbrooke, Atria Meridian, Atria Northgate Park, LLC, a Delaware limited liability company (“Atria Northgate”), Atria Shorehaven, LLC, a

Delaware limited liability company (“Atria Shorehaven”), Atria Collier Park, LLC, a Delaware limited liability company (“Atria Collier”), and Atria Vista del Rio, LLC, a Delaware limited liability company (“Atria del Rio”, and together with Atria Lynnbrooke, Atria Meridian, Atria Northgate, Atria Shorehaven and Atria Collier, the “New Lessees”), as assignees, pursuant to which the Existing Lessees have assigned all of their right, title and interest, and the New Lessees have agreed, jointly and severally, to assume all of the obligations of the Existing Lessees, whether accruing prior to or subsequent to the date thereof, under that certain Amended and Restated Master Lease and Security Agreement (the “Lease”), dated as of July 28, 2006, between the Existing Lessees and HCP, Inc. (f/k/a Health Care Property Investors, Inc.), a Maryland corporation (“HCP”), Texas HCP Holding, L.P., a Delaware limited partnership (“Texas HCP”), and HCP Woodbridge, LLC, a Delaware limited liability company (“HCP Woodbridge,” and together with HCP and Texas HCP, as their interests may appear, “Lessor”), (ii) that certain Guaranty of Obligations (the “Guaranty”), dated as of the date hereof, by LFSRI II-CADIM Alternative Partnership L.P., a Delaware limited partnership, LF Strategic Realty Investors II L.P., a Delaware limited partnership and LFSRI II Alternative Partnership L.P., a Delaware limited partnership (LFSRI II-CADIM Alternative Partnership L.P., LF Strategic Realty Investors II L.P., LFSRI II Alternative Partnership L.P., Prometheus, Senior Housing LP and Coinvestment LP, collectively, the “Replacement Guarantors”), as guarantors, for the benefit of Lessor, and (iii) that certain Consent and Lease Modification Agreement, dated as of May 9, 2011, by and among Lessor, ARV, ARVIM, Atria Lynnbrooke, Atria Meridian, Existing Guarantor, Atria Northgate, Atria Shorehaven, Atria Collier, Atria del Rio and the Replacement Guarantors (the “Consent Agreement”, and, collectively with the Guaranty and the “Transaction Documents” (as defined in the Guaranty), the “HCP Transaction Documents”); and

WHEREAS, in connection with the consummation of the transactions under the Merger Agreement, the parties desire to enter into this Agreement.

AGREEMENT

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I
INDEMNIFICATION

Section 1.1 Indemnification. Following the Closing, Management Holdco and each of the Stockholders agree, jointly and severally, to indemnify and hold harmless Acquiror and its Affiliates (including, without limitation, the Existing Lessees and the Existing Guarantor, which shall become Affiliates of Acquiror upon consummation of the Mergers) and their respective directors, officers, employees, agents, successors and permitted assigns (each, an “Indemnified Person” and, collectively, the “Indemnified Persons”) from and against all Damages actually imposed upon or incurred or suffered by any such Indemnified Person pursuant to or in connection with any of the Retained Guaranty, the Lease or the HCP Transaction Documents or caused by any breach or violation of any thereof at any time prior to, at or subsequent to Closing. Indemnified Persons are intended third-party beneficiaries, but may only seek to enforce the provisions of this Section 1.1 through Acquiror and not directly.

Section 1.2 Limitations; Termination of Indemnification by Stockholders.

(a) The Stockholders agree that the Escrow Fund shall serve as security for the Stockholders’ indemnification obligations under Section 1.1 (as well as under the Merger Agreement). Acquiror, for itself and all other Indemnified Persons, confirms and agrees that (1) the sole and exclusive remedy of Acquiror and any other Indemnified Person against any Stockholder for any Damages incurred or alleged to have been incurred and for any other claim pursuant to this Agreement or in respect of any of the matters covered by the indemnification provided in Section 1.1 shall be recovery of actual Damages from the Escrow Fund in accordance with this Agreement and, to the extent applicable, the Merger Agreement, (2) in no case will any Stockholder have any personal liability pursuant to this Agreement (except to the extent of its interest in the Escrow Fund) and (3) at such time as all Shares (and cash, if any) held in the Escrow Fund in respect of obligations pursuant to this Agreement have either been applied toward payment in respect of Third Party Claims or returned or are required to be returned to the Stockholders as provided herein, the Stockholders automatically shall be released from any liability under this Agreement. Additionally, on the Survival End Date, if the Escrow Release Date (as defined below) has not yet occurred, the Escrow Agent shall retain, from Shares it otherwise would have been required to release and deliver to the Stockholders, a number of Shares equal to 37,500,000 divided by the Value Per Share or, if fewer shares then remain in the Escrow Fund, all of the Shares that otherwise would have been released to the Stockholders, it being understood that the Stockholders will not be required to contribute any additional Shares to the Escrow Fund. The parties further agree that at any time following the Survival End Date the Stockholders may, at their option, arrange for the sale of all or any portion of the Shares so retained in the Escrow Fund so long as (A) in connection with and immediately upon closing of any such sale, the Stockholders either deliver, or have directed the purchasers or the selling agent(s) in writing, in form and substance satisfactory to Acquiror, to deliver, cash (from proceeds of such sale or otherwise) equal to the product of the number of Shares sold multiplied by the Value Per Share and (B) if the sale is to an affiliate of the Stockholders, other than Lazard Capital Markets or another registered broker-dealer, the sale is a bona fide sale, on arm’s-length terms. The Acquiror agrees, and agrees to cause its Affiliates, to take such actions as are reasonably requested by the Stockholders, including providing joint instructions to the Escrow Agent, as necessary to cause the Shares proposed for sale to be released from the Escrow Fund and delivered to the purchasers free and clear of any lien or other encumbrance. The Shares (and any cash delivered in substitution therefor) to be held by the Escrow Agent from and after the Survival End Date pursuant to this Section 1.2(a) shall serve as security for the Stockholders’ indemnification obligations under this Agreement (the “New Escrow Fund”) in accordance with the applicable terms of this Agreement and the Escrow Agreement. The parties agree that any claim paid from the New Escrow Fund in satisfaction of the indemnification obligation in Section 1.1 will be satisfied first from cash in the New Escrow Fund, if and to the extent the New Escrow Fund includes cash, and thereafter from Shares valued at the Value Per Share. In addition, during the period that any Shares are held in the New Escrow Fund, all dividends and distributions made with respect to the Shares will be paid directly to the Stockholders, for allocation among them as they specify to Escrow Agent in writing, and will not be considered to be part of the Escrow Fund or the New Escrow Fund.

(b) The remainder of the New Escrow Fund shall be released to the Stockholders promptly after the close of business on the earlier of (i) November 12, 2015 and (ii) the Termination Date (such earlier date, the “Escrow Release Date”); provided, that, subject to Section 1.2(c), if, at the Escrow Release Date, any duly delivered notice of claim for indemnification hereunder (a “Notice of Claim”) remains outstanding (and has not rendered moot by the release described in the definition of “Termination Date” below), then the Escrow Agent shall retain a portion of the New Escrow Fund (the “Retained Amount”) with a value equal to the aggregate dollar amount of all outstanding claims then the subject of all Notices of Claim that have not been resolved (to be satisfied first with retention of cash and thereafter with retention of the requisite number of Shares, valued at the Value Per Share), and shall only transfer to Stockholders the portion of the New Escrow Fund, if any, with a value in excess of the Retained Amount. As used herein, the “Termination Date” means the business day following the date on which Existing Guarantor, ARV and ARVIM have been released in writing by Lessor from all liabilities and obligations pursuant to the Retained Guaranty and the Lease in form and substance acceptable to Acquiror acting reasonably. The parties confirm that on the Termination Date this Agreement and all of the obligations of the Stockholders and Management Holdco hereunder automatically will terminate and be of no further force or effect.

(c) The obligations of the Stockholders hereunder to indemnify the Acquiror and the other Indemnified Persons shall terminate at midnight on the Escrow Release Date; provided that the Stockholders’ obligations pursuant to Section 1.1 shall survive beyond that date with respect to any specific claim for indemnification hereunder as to which the Acquiror shall have delivered a written Notice of Claim setting forth the nature of the claim, in reasonable detail, before midnight on the Escrow Release Date and any such claim so made shall expire on the earlier of (i) the date on which the parties resolve the dispute between them and (ii) the ninetieth (90th) day following the receipt by Stockholders of a written notice unless the Acquiror shall have filed a legal action in a court of competent jurisdiction in respect of that claim on or prior to the expiry of such ninetieth (90th) day (in which case the claim for indemnification shall expire upon the final non-appealable resolution of that legal action).

(d) For certainty, the release of collateral, termination and other provisions of this Section 1.2 shall apply only to the obligations of the Stockholders and shall have no applicability whatsoever to the indemnification obligations of Management Holdco.

Section 1.3 Indemnification Procedures. The procedures for, provisions of and limitations upon indemnification set forth in Section 6(f) (excluding subdivision (iv) thereof) of the Merger Agreement shall apply to claims for indemnification pursuant to Section 1.1 as if Management Holdco and the Stockholders were the “Indemnifying Party” for purposes of such Section and except that:

(a) the terms of Section 6(e) of the Merger Agreement shall not pertain to any such claims;

(b) the Acquiror (directly or on behalf of any Indemnified Person) may participate in the defense of any Third-Party Claim at the Acquiror’s option and, if the Acquiror elects to so participate, (i) the Acquiror shall be entitled to employ one separate counsel of its choice to advise the Indemnified Persons in connection with the defense against the Third-Party Claim,

and the Indemnifying Parties agree to be liable for the reasonable fees of such one separate counsel incurred by Acquiror in connection with the defense against such Third-Party Claim, and (ii) the Indemnifying Party shall consult with such Indemnified Person on any material decisions and developments in the conduct of the applicable litigation; and

(c) the Stockholders and Management Holdco shall not settle, compromise or discharge any Third-Party Claim without the Acquiror’s consent (which consent will not be unreasonably withheld, conditioned or delayed) unless the settlement satisfies the conditions described in clauses (A), (B) and (C) of Section 6(f)(iii) of the Merger Agreement, it being understood that so long as those conditions are satisfied the Indemnifying Parties will be entitled to settle and compromise any Third Party Claim on such terms as they deem appropriate.

Section 1.4 Exclusive Remedy; Other Limitations.

(a) The Acquiror confirms, for itself and all Indemnified Persons, that the indemnification provisions of this Agreement and, to the extent applicable (but without duplication), the Merger Agreement, are the sole and exclusive remedy available to Indemnified Persons against the Stockholders for any claims or Damages for which the Indemnified Persons are indemnified under Section 1.1, and waives, to the fullest extent permitted under applicable law, any and all other rights, claims and causes of action (other than with respect to fraud) that any such person or entity may have against any Stockholder arising out of the Lease, the Existing Guaranty or the Consent Agreement or the transactions contemplated therein, whether at law, in equity or otherwise.

(b) Any liability for indemnification pursuant to this Agreement shall be determined without duplication of recovery due to the facts (i) giving rise to such liability constituting a breach of one or more representations, warranties, covenants or other agreements or (ii) otherwise taken into account in determining any adjustment to consideration payable pursuant to the Merger Agreement, the Master Agreement and/or any Management Agreement (as defined in the Master Agreement), and no Indemnified Person shall be entitled to recovery hereunder in respect of any Damages if and to the extent that such Indemnified Person received credit or other compensation for such Damages in the adjustments, if any, made pursuant to the terms of the Merger Agreement, the Master Agreement and/or any Management Agreement.

(c) Acquiror shall, and shall cause the other Indemnified Persons to, take reasonable action to mitigate the damages that are the subject of any claim for indemnification hereunder. None of the Stockholders or Management Holdco shall have any liability pursuant to this Agreement for any punitive, consequential, special or indirect Damages, including business interruption, loss of future revenue, profits or income or loss of business reputation or opportunity, except to the extent such Damages are awarded against an Indemnified Person by a court of competent jurisdiction in respect of a Third-Party Claim.

Section 1.5 No Claim for Reimbursement. Each Stockholder and Management Holdco agrees that, except to the extent described in the proviso below (with respect to which the Stockholders and Management Holdco reserve all rights and claims), from and after Closing it will not be entitled to bring, it will not pursue, and it hereby waives and releases, any claim against Existing Guarantor, ARV, ARVIM or any of their respective

Affiliates (a “Released Claim”), (x) for reimbursement of any indemnification payments owing by any Stockholder or Management Holdco pursuant to this Agreement, despite the fact that Existing Guarantor, ARV and ARVIM were the parties to the Retained Guaranty and the Lease prior to the date hereof, or (y) otherwise arising pursuant to or in connection with the Lease, the Retained Guaranty or the HCP Transaction Documents; provided, that with respect to the release of claims made in this clause (y), (A) the Stockholders and Management Holdco do not release, and the foregoing shall not, and shall not be construed to, prevent, restrict or impair in any manner, any right or ability of any Stockholder or Management Holdco to assert any Released Claim or, for the avoidance of doubt, any other matter as a defense to any claim made by any Indemnified Person to the fullest extent permitted by law or in equity and (B) for the avoidance of doubt, none of the Stockholders or Management Holdco releases, and each specifically reserves, the right to enforce this Agreement (specifically including Section 1.8), the Merger Agreement and any of the other agreements entered into pursuant to or in connection with the Merger Agreement (other than the HCP Transaction Documents), in each case in accordance with its terms, and no such agreement shall be deemed to be entered “in connection with” the Lease, the Retained Guaranty or the HCP Transaction Documents for purposes of this Section 1.5.

Section 1.6 No Duplication. It is agreed and understood that, to the extent that any of the Stockholders or Management Holdco makes an indemnification payment owing hereunder, no Indemnified Person shall make or be entitled to make an indemnification claim pursuant to Section 6(a)(vi) of the Merger Agreement with respect to the facts specifically giving rise to such payment hereunder.

Section 1.7 Representations. Each of the Stockholders and Management Holdco hereby represents and warrants to Acquiror, the Existing Lessees and Existing Guarantor that: (i) the Consent Agreement (including without limitation the release set forth in Section 1(b) thereof) is in full force and effect, with all conditions to such effectiveness having been satisfied in full; (ii) each of the representations and warranties made by the Existing Lessees, Existing Guarantor, the New Lessees and the Replacement Guarantors in Paragraph 5 of the Consent Agreement is true and correct in all material respects; and (iii) the “Consent Effective Date” (as defined in the Consent Agreement) has occurred under the Consent Agreement. For certainty, the parties agree that none of the Stockholders or Management Holdco shall have any liability to Acquiror, the Existing Lessees or Existing Guarantor in respect of any breach of the representations and warranties in this Section 1.7 unless, and then only to the extent, that the breach has resulted in Damages for which they have provided indemnification pursuant to Section 1.1, that any claim in respect of such Damages will be subject to the provisions of Section 1.3 and that the obligations of the Stockholders in respect of any such Damages is limited as provided in Section 1.2.

Section 1.8 Covenant of Acquiror. Acquiror covenants and agrees for the benefit of the Stockholders and Management Holdco that none of Existing Guarantor, ARV, ARVIM or any entity directly or indirectly controlling or controlled by any of the foregoing (including without limitation Acquiror), or any agent or representative of any of the foregoing acting on such entity’s behalf, shall take any affirmative action relating to the Lease, the Existing Guaranty or the Transaction Documents that increases, and that Acquiror knows or reasonably should have known will increase, Management Holdco’s or the Stockholders’’ liability under

Section 1.1 (i.e., result in liability that exceeds the liability that otherwise would have been incurred by the Stockholders and/or Management Holdco if that affirmative action had not occurred), other than (x) actions specifically approved in advance by the Stockholders in writing, such approval not to be unreasonably withheld or delayed (it being agreed that it will be reasonable for the Stockholders to withhold consent if they determine in their judgment that the proposed action will, or reasonably could be expected to, result in any additional cost or expense to the Stockholders or Management Holdco under this Agreement or otherwise), (y) responses made to, or defenses asserted against, Lessor relating to the Lease, the Existing Guaranty or the Transaction Documents and made in response to, or failure to respond to, claims or assertions made by the Lessor against Existing Guarantor, ARV or ARVIM pursuant to the Lease, the Existing Guaranty or the Transaction Documents, which responses or defenses are made or asserted in compliance with the provisions of Section 1.3, or (z) as required by applicable law or stock exchange or other applicable regulations.

ARTICLE II
MISCELLANEOUS

Section 2.1 Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement.

Section 2.2 Assignment. Except as otherwise expressly set forth herein, this Agreement and the rights hereunder are not assignable or transferable except with the prior written consent of the Acquiror and the Stockholders, which consent may be withheld in such Party’s sole discretion. Any purported assignment made in violation of this Section 2.2 shall be null and void.

Section 2.3 Amendments and Waivers. No amendment hereto will be effective unless it is in writing and signed by Acquiror, each of the Stockholders and Management Holdco. Any provision of this Agreement may be waived if, but only if, such waiver is in writing and is signed by the Party against whom the waiver is to be effective. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. No failure or delay by any party hereto in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof, preclude any other or further exercise thereof or the exercise of any other right.

Section 2.4 Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand, sent by telecopy or sent, postage prepaid, by United States registered, certified or express mail, or reputable overnight courier service and shall be deemed given, if delivered by hand, when so delivered, or if sent by telecopy, when received, or if sent by mail, three (3) Business Days after mailing (two (2) Business Days in the case of express mail), or if sent by overnight courier service, one (1) Business Day after delivery to such service, as follows:

(i)		if to Acquiror, to
		Ventas, Inc.
		10350 Ormsby Park Place, Suite 300
		Louisville, KY 40223
		Attention: T. Richard Riney
		Facsimile (502) 357-9029
		with a copy to:
		Wachtell, Lipton, Rosen & Katz
		51 West 52nd Street
		New York New York 10019
		Attention: Robin Panovka
		Facsimile No.: (212) 403-2352
(ii)		if to Merger Sub A, to
		Ventas SL I, LLC
		c/o Ventas, Inc.
		10350 Ormsby Park Place, Suite 300
		Louisville, KY 40223
		Attention: T. Richard Riney
		Facsimile (502) 357-9029
		with a copy to:
		Wachtell, Lipton, Rosen & Katz
		51 West 52nd Street
		New York New York 10019
		Attention: Robin Panovka
		Facsimile No.: (212) 403-2352
(iii)		if to Merger Sub O, to
		Ventas SL II, LLC
		c/o Ventas, Inc.
		10350 Ormsby Park Place, Suite 300
		Louisville, KY 40223
		Attention: T. Richard Riney
		Facsimile (502) 357-9029
		with a copy to:
		Wachtell, Lipton, Rosen & Katz
		51 West 52nd Street
		New York New York 10019
		Attention: Robin Panovka
		Facsimile No.: (212) 403-2352

(iv)		if to Merger Sub C, to
		Ventas SL III, LLC
		c/o Ventas, Inc.
		10350 Ormsby Park Place, Suite 300
		Louisville, KY 40223
		Attention: T. Richard Riney
		Facsimile (502) 357-9029
		with a copy to:
		Wachtell, Lipton, Rosen & Katz
		51 West 52nd Street
		New York New York 10019
		Attention: Robin Panovka
		Facsimile No.: (212) 403-2352
(v)		if to Prometheus, to
		Prometheus Senior Quarters LLC
		c/o Lazard Frères Real Estate Investors L.L.C.
		30 Rockefeller Plaza, 50th Floor
		New York, New York 10020
		Attention: Matthew J. Lustig and General Counsel
		Facsimile No.: (212) 332-5647 and (212) 332-1793
		with a copy to:
		Sullivan & Cromwell LLP
		125 Broad Street
		New York, New York 10004
		Attention: Benjamin R. Weber
		Facsimile No.: (212) 558-3588
(vi)		if to Senior Housing LP, to
		Lazard Senior Housing Partners LP
		c/o Lazard Real Estate Partners LLC
		30 Rockefeller Plaza, 50th Floor
		New York, New York 10020
		Attention: Matthew J. Lustig and General Counsel
		Facsimile No.: (212) 332-5647 and (212) 332-1793

		with a copy to:
		Sullivan & Cromwell LLP
		125 Broad Street
		New York, New York 10004
		Attention: Benjamin R. Weber
		Facsimile No.: (212) 558-3588
(vii)		if to Coinvestment LP, to
		LSHP Coinvestment Partnership I LP
		c/o Lazard Real Estate Partners LLC
		30 Rockefeller Plaza, 50th Floor
		New York, New York 10020
		Attention: Matthew J. Lustig and General Counsel
		Facsimile No.: (212) 332-5647 and (212) 332-1793
		with a copy to:
		Sullivan & Cromwell LLP
		125 Broad Street
		New York, New York 10004
		Attention: Benjamin R. Weber
		Facsimile No.: (212) 558-3588
(viii)		if to Existing Guarantor, to
		Ventas SL II, LLC
		c/o Ventas, Inc.
		10350 Ormsby Park Place, Suite 300
		Louisville, KY 40223
		Attention: T. Richard Riney
		Facsimile (502) 357-9029
		with a copy to:
		Wachtell, Lipton, Rosen & Katz
		51 West 52nd Street
		New York New York 10019
		Attention: Robin Panovka
		Facsimile No.: (212) 403-2352