Pricing Information Provided Orally by Underwriters As to each investor, the price paid by such investor. The Company is selling 10,600,000 Underwritten Shares. The Company has granted an option to the Underwriters to purchase up to an additional 1,590,000 Option Shares.
1. None. W▇▇▇▇ Fargo Securities, LLC 5▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10001 Re: Ventas, Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that you, as the Underwriter (defined below), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Ventas, Inc, a Delaware corporation (the “Company”), and W▇▇▇▇ Fargo Securities, LLC and W▇▇▇▇ Fargo Bank, National Association, in their capacities as forward seller and forward purchaser, respectively, providing for the public offering (the “Public Offering”) by the underwriter named in Schedule A to the Underwriting Agreement (the “Underwriter”), of up to 12,190,000 shares (inclusive of the Underwriter’s option to purchase additional shares) of common stock, par value $0.25 per share (the “Common Stock”), of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriter’s agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of W▇▇▇▇ Fargo Securities, LLC, the undersigned will not, and will not cause any direct or indirect affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business thirty (30) days after the date of the final prospectus supplement relating to the Public Offering (such period, the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, shares of Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulation of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively, the “Lock-Up Securities”) or (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transfers of Lock-Up Securities by will or intestacy upon the death of the undersigned in a transaction not involving a disposition for value;
Certification Regarding Lobbying Applicable to Grants Subgrants, Cooperative Agreements, and Contracts Exceeding $100,000 in Federal Funds Submission of this certification is a prerequisite for making or entering into this transaction and is imposed by section 1352, Title 31, U.S. Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement.
