Common use of The Merger Agreement Clause in Contracts

The Merger Agreement. The summary of the material provisions of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is enclosed with this proxy statement as Annex A. This summary may not contain all of the information about the merger agreement that is important to you. Sunrise urges you to read carefully the merger agreement in its entirety as it is the legal document governing the mergers. The merger agreement contains representations and warranties that the parties have made to one another as of specific dates. The assertions embodied in the representations and warranties in the merger agreement were made solely for purposes of the merger agreement and the transactions and agreements contemplated thereby among the parties thereto and may be subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the terms thereof. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard that is materially different from those generally applicable to stockholders, and may have been used for the purposes of allocating risk among the parties to the merger agreement rather than establishing matters as fact. Form of the Mergers Pursuant to the merger agreement, Sunrise will engage in a holding company merger in which each share of Sunrise common stock is converted into one share of common stock of the holding company, and, promptly thereafter, Health Care REIT will acquire the holding company and the shares of common stock of the holding company will be converted into the transaction consideration. More specifically: • First, in the holding company merger, Holdco Sub will merge with and into Sunrise, with Sunrise surviving as a direct wholly owned subsidiary of Holdco. In the holding company merger, each share of Sunrise common stock will be automatically converted into one share of Holdco. • After the holding company merger, in the merger, Merger Sub will merge with and into Holdco, with Holdco surviving as a direct wholly owned subsidiary of Health Care REIT. In the merger, each share of Holdco common stock (other than shares held by Health Care REIT, Holdco or any of their respective wholly owned subsidiaries on their own behalf immediately prior to the effective time of the merger, which we refer to as ‘‘excluded shares,’’ and which will be cancelled without consideration) will be converted into the right to receive the transaction consideration of $14.50 per share in cash, plus, if Health Care REIT exercises its extension right, each of the conditions to the merger (other than those conditions to be satisfied or waived at the closing) has been satisfied or waived, and the closing shall not have occurred on or prior to February 21, 2013, $0.007621 in cash for each day during the period commencing on February 21, 2013 and ending on the date the merger is completed. As described under ‘‘—Consideration to Sunrise Stockholders,’’ a portion of such transaction consideration payable to Sunrise stockholders may be paid by means of a special cash dividend. However, in all cases, the overall transaction consideration payable to holders of Sunrise common stock as a result of the transactions contemplated by the merger agreement will remain the same regardless of the payment of any special cash dividend. As a result of the above mergers, Health Care REIT will acquire Sunrise and the shares of Sunrise common stock will no longer be listed on any stock exchange or quotation system. The following diagrams summarize the organizational structure of Sunrise immediately before and after the mergers. The diagrams do not depict any legal entities owned by Sunrise or Health Care REIT other than those related to the mergers, nor do they depict any aspects of the reorganization, management business sale, management business spin-off or special cash dividend. For a diagram Merger Holdco Merger Sub Sunrise summarizing the structure of Sunrise immediately before and after the mergers and giving effect to the reorganization and the sale of the management business pursuant to the management business sale agreement (as defined below), see ‘‘—Sale or Spin-Off of the Management Business.’’ Holding Company Merger Sunrise Holdco Holdco Sub Immediately Following Holding Company Merger Holdco Sunrise

The Merger Agreement. The summary This section of the material Offer to Purchase describes certain provisions of the merger agreement below and elsewhere in this proxy statement Merger Agreement but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the merger agreementcomplete text of the Merger Agreement, a copy of which is enclosed with this proxy statement filed as Annex A. This summary may not contain all an exhibit to the Schedule TO and is incorporated herein by reference. You are encouraged to read the full text of the information about the merger agreement that is important to you. Sunrise urges you to read carefully the merger agreement in its entirety as Merger Agreement because it is the legal document governing that governs the mergersOffer and the Merger. The merger agreement contains representations Merger Agreement may be examined and warranties that copies may be obtained in the parties have made manner set forth in Section 8—"Certain Information Concerning ArcSight—Available Information." The Merger Agreement is not intended to one another as of specific datesprovide you with any other factual information about HP, Purchaser or ArcSight. Such information can be found elsewhere in this Offer to Purchase. The assertions embodied in Merger Agreement provides that following the representations and warranties in the merger agreement were made solely for purposes satisfaction or waiver of the merger agreement and the transactions and agreements contemplated thereby among the parties thereto and may be subject to important qualifications and limitations agreed to by the parties thereto conditions described in connection with negotiating the terms thereof. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard that is materially different from those generally applicable to stockholders, and may have been used for the purposes of allocating risk among the parties this Section 12 under "—Conditions to the merger agreement rather than establishing matters as fact. Form of the Mergers Pursuant to the merger agreement, Sunrise will engage in a holding company merger in which each share of Sunrise common stock is converted into one share of common stock of the holding company, and, promptly thereafter, Health Care REIT will acquire the holding company and the shares of common stock of the holding company Merger," Purchaser will be converted into the transaction consideration. More specifically: • First, in the holding company merger, Holdco Sub will merge merged with and into Sunrise, with Sunrise surviving as a direct wholly owned subsidiary of Holdco. In the holding company merger, ArcSight and each share of Sunrise common stock will be automatically converted into one share of Holdco. • After the holding company merger, in the merger, Merger Sub will merge with and into Holdco, with Holdco surviving as a direct wholly owned subsidiary of Health Care REIT. In the merger, each share of Holdco common stock then outstanding Share (other than shares Shares owned directly by HP, Purchaser or ArcSight, or Shares that are held by Health Care REITstockholders, Holdco or any of their respective wholly owned subsidiaries on their own behalf immediately prior in each case, if any, who are entitled to and who properly exercise appraisal rights under the effective time of the merger, which we refer to as ‘‘excluded shares,’’ and which will be cancelled without considerationDGCL) will be converted into the right to receive cash in an amount equal to the transaction consideration Offer Price, without interest thereon and less any applicable withholding taxes. The Merger Agreement provides that, notwithstanding anything to the contrary set forth in the Merger Agreement, (i) we will extend the Offer for any period required by any rule or regulation of $14.50 per share the SEC or the NASDAQ, in cash, plus, if Health Care REIT exercises its extension right, each any such case which is applicable to the Offer; and (ii) in the event that all of the conditions to the merger (Offer, including the Minimum Condition or any of the other than those conditions to be set forth in Section 14—"Conditions of the Offer," are not satisfied or waived at (if permitted under the closingMerger Agreement) has been satisfied or waivedas of any then scheduled expiration of the Offer, and we will extend the closing shall not have occurred on or prior Offer for successive extension periods of up to February 21, 2013, $0.007621 10 business days each in cash for each day during order to permit the period commencing on February 21, 2013 and ending on satisfaction of all of the date conditions to the merger is completed. As described under ‘‘—Consideration to Sunrise Stockholders,’’ a portion of such transaction consideration payable to Sunrise stockholders may be paid by means of a special cash dividendOffer. However, in all cases, we are not obligated under the overall transaction consideration payable Merger Agreement to holders of Sunrise common stock extend the Offer beyond the Initial Termination Date (as a result of defined below) or the transactions contemplated by the merger agreement will remain the same regardless of the payment of any special cash dividend. As a result of the above mergers, Health Care REIT will acquire Sunrise and the shares of Sunrise common stock will no longer be listed on any stock exchange or quotation system. The following diagrams summarize the organizational structure of Sunrise immediately before and after the mergers. The diagrams do not depict any legal entities owned by Sunrise or Health Care REIT other than those related to the mergers, nor do they depict any aspects of the reorganization, management business sale, management business spin-off or special cash dividend. For a diagram Merger Holdco Merger Sub Sunrise summarizing the structure of Sunrise immediately before and after the mergers and giving effect to the reorganization and the sale of the management business pursuant to the management business sale agreement Extended Termination Date (as defined below), see ‘‘—Sale as applicable, or Spin-Off if the Merger Agreement is terminated pursuant to its terms. In addition, the Merger Agreement provides that, following our acquisition of Shares in the Offer, we may provide a subsequent offering period (in accordance with Rule 14d-11 of the Management BusinessExchange Act. A subsequent offering period would be an additional period of time of at least 3 business days and not more than 20 business days following the expiration of the Offer during which stockholders may tender Shares not tendered in the Offer and receive the same Offer Price paid in the Offer, without interest thereon and less any applicable withholding taxes. During a subsequent offering period, we will promptly pay for Shares that are validly tendered during such subsequent offering period, and tendering stockholders will not have withdrawal rights. Top-Up Option. Pursuant to the terms of the Merger Agreement following the Appointment Time, if we acquire more than a majority but less than 90% of the Shares outstanding, we have the option (the "Top-Up Option") to purchase from ArcSight, subject to certain limitations, up to a number of additional Shares (the "Top-Up Option Shares") sufficient to cause HP and Purchaser to own one (1) Share more than 90% of the Shares then outstanding, taking into account those Shares outstanding after the exercise of the option, calculated on a fully-diluted basis (assuming the issuance of all Shares issuable upon the conversion or exercise of options, rights and securities that are then convertible into or exercisable for Shares). The exercise price per Share for the Top-Up Option would equal the Offer Price and would be paid (x) entirely in cash or (y) in cash equal to the aggregate par value of the Top-Up Option Shares and by issuance by us to ArcSight of a full recourse unsecured promissory note. Pursuant to the terms of the Merger Agreement, the Top-Up Option is exercisable at any one time on or prior to the fifth business day after the later of (x) the acceptance for payment of Shares pursuant to the Offer and (y) the expiration of any subsequent offering period. The Top-Up Option will terminate upon the earlier to occur of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance with its terms. The Merger Agreement provides that the Top-Up Option is not exercisable to the extent that the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued Shares. We could also acquire additional Shares after completion of the Offer through other means, such as open market purchases. In any event, if we acquire at least 90% of the issued and outstanding Shares entitled to vote on the adoption of the Merger Agreement, we would effect the Merger under the "short-form" merger provisions of the DGCL. Stockholders who have not sold their Shares in the Offer would have certain appraisal rights with respect to the Merger under the applicable provisions of the DGCL, if those rights are perfected. The Merger. The Merger Agreement provides that, at the Effective Time, Purchaser will be merged with and into ArcSight with ArcSight being the surviving corporation (the "Surviving Corporation"). Following the Merger, the separate existence of Purchaser will cease, and ArcSight will continue as the Surviving Corporation and a wholly-owned, direct or indirect, subsidiary of HP. Pursuant to the Merger Agreement, each Share outstanding owned by HP, Purchaser or ArcSight, or by any direct or indirect wholly-owned subsidiary of HP, Purchaser or ArcSight, in each case immediately prior to the Effective Time, will be cancelled and extinguished without any conversion thereof or consideration paid therefor. Pursuant to the Merger Agreement, each Share that is outstanding immediately prior to the Effective Time (other than (A) Shares owned by HP, Purchaser or ArcSight, or by any direct or indirect wholly-owned subsidiary of HP, Purchaser or ArcSight, in each case immediately prior to the Effective Time, and (B) any Dissenting Shares (as defined below)) will be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to the Offer Price (the "Merger Consideration"), without interest thereon and less any applicable withholding taxes, upon the surrender of the certificate representing such Share in the manner provided in the Merger Agreement. Shares that are issued and outstanding immediately prior to the Effective Time and held by a stockholder (if any) who is entitled to demand, and who properly demands, appraisal for such Shares in accordance with Section 262 of the DGCL ("Dissenting Shares") will not be converted into, or represent the right to receive, the Merger Consideration but rather such stockholder will be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL. However, all Dissenting Shares held by stockholders who have failed to perfect or who have otherwise waived, withdrawn or lost their rights to appraisal of such Dissenting Shares under such Section 262 of the DGCL will no longer be considered to be Dissenting Shares and will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon and less any applicable withholding taxes, upon surrender of the certificate or certificates that formerly evidenced such Shares in the manner provided in the Merger Agreement. Stockholders who tender their Shares in the Offer will not be entitled to exercise appraisal rights with respect to such Shares, but rather, subject to the conditions of the Offer, will receive the Offer Price.’’ Holding Company Merger Sunrise Holdco Holdco Sub Immediately Following Holding Company Merger Holdco Sunrise

The Merger Agreement. ‌ The summary of the following section summarizes material provisions of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is enclosed with included in this proxy statement as Annex A. This summary may not contain all The rights and obligations of Bank are governed by the information about express terms and conditions of the merger agreement that is important to youand not by this summary or any other information contained in this proxy statement. Sunrise urges you Bank’s shareholders are urged to read carefully the merger agreement carefully and in its entirety entirety—as it well as this proxy statement—before making any decisions regarding the merger, including the approval and adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger. The merger agreement is the legal document governing the mergersincluded in this proxy statement to provide you with information regarding its terms and is not intended to provide any factual information about Bank. The merger agreement contains representations and warranties that the parties have made to one another as by each of specific dates. The assertions embodied in the representations and warranties in the merger agreement were made solely for purposes of the merger agreement and the transactions and agreements contemplated thereby among the parties thereto and may be subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the terms thereof. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard that is materially different from those generally applicable to stockholders, and may have been used for the purposes of allocating risk among the parties to the merger agreement rather than establishing matters as factagreement. Form These representations and warranties have been made solely for the benefit of the Mergers Pursuant other parties to the merger agreement and: • are not necessarily intended as statements of fact, but rather as a way of allocating the risk between the parties in the event that the statements therein prove to be inaccurate; • have been qualified by certain disclosures that were made between the parties in connection with the negotiation of the merger agreement, Sunrise will engage which disclosures are not reflected in the merger agreement; and • may apply standards of materiality in a holding company merger in which each share of Sunrise common stock way that is converted into one share of common stock different from what may be viewed as material by you. Accordingly, the representations and warranties and other provisions of the holding companymerger agreement should not be read alone, and, promptly thereafter, Health Care REIT will acquire but instead should be read together with the holding company and the shares of common stock information provided elsewhere in this proxy statement. Terms of the holding company will be converted into Merger; Merger Consideration‌ The merger agreement provides that, on the transaction consideration. More specifically: • First, terms and subject to the conditions set forth in the holding company mergermerger agreement, Holdco Sub will merge with and into Sunrise, with Sunrise surviving as a direct wholly owned subsidiary of Holdco. In the holding company merger, each share of Sunrise common stock will be automatically converted into one share of Holdco. • After the holding company merger, in the merger, Merger Sub will merge with and into Holdco, with Holdco surviving as a direct wholly owned subsidiary of Health Care REIT. In the merger, each share of Holdco common stock (other than shares held by Health Care REIT, Holdco or any of their respective wholly owned subsidiaries on their own behalf immediately prior to at the effective time of the merger, Interim Bank will merge with and into Bank, with Bank continuing as the surviving bank in the merger and a direct wholly-owned subsidiary of Parent Bank. At the effective time of the merger, each outstanding share of Bank common stock, other than shares for which we refer to as ‘‘excluded shares,’’ and which dissenters’ rights held by Bank shareholders have been perfected, will be cancelled without consideration) will be automatically converted into the right to receive the transaction consideration of $14.50 per share Per Share Merger Consideration. Immediately after the merger, Bank will merge with and into Parent Bank, with Parent Bank continuing as the surviving bank in cash, plus, if Health Care REIT exercises its extension right, each the bank merger. Completion of the conditions to the merger (other than those conditions to be satisfied or waived at the closing) has been satisfied or waived, and the closing shall not have occurred on or prior to February 21, 2013, $0.007621 in cash for each day during the period commencing on February 21, 2013 and ending on the date the merger is completed. As described under ‘‘—Consideration to Sunrise Stockholders,’’ a portion of such transaction consideration payable to Sunrise stockholders may be paid by means of a special cash dividend. However, in all cases, the overall transaction consideration payable to holders of Sunrise common stock as a result of Merger‌ The parties will complete the transactions contemplated by the merger agreement will remain the same regardless when all of the payment of any special cash dividend. As a result conditions to the completion of the above mergerstransactions, Health Care REIT will acquire Sunrise and as provided in the shares of Sunrise common stock will no longer be listed on any stock exchange merger agreement, are satisfied or quotation systemwaived. The following diagrams summarize merger will become effective at the organizational structure date and time the parties file the certificate of Sunrise immediately before merger with the Texas Secretary of State or at such subsequent time as agreed to in writing by Parent, Parent Bank and after Bank and specified in the mergerscertificate of merger. The diagrams do not depict any legal entities owned by Sunrise or Health Care REIT other than those related Bank currently expects the closing of the merger to occur in the third calendar quarter of 2018. However, as the merger is subject to the mergerssatisfaction or waiver of other conditions described in the merger agreement, nor do they depict any aspects it is possible that factors outside the control of Bank could result in the reorganizationmerger being completed at an earlier time, management business sale, management business spin-off a later time or special cash dividend. For a diagram Merger Holdco Merger Sub Sunrise summarizing the structure of Sunrise immediately before and after the mergers and giving effect to the reorganization and the sale of the management business pursuant to the management business sale agreement (as defined below), see ‘‘—Sale or Spin-Off of the Management Businessnot at all.’’ Holding Company Merger Sunrise Holdco Holdco Sub Immediately Following Holding Company Merger Holdco Sunrise

The Merger Agreement. The following is a summary of the material provisions of the merger agreement below Merger Agreement. The following description of the Merger Agreement is only a summary and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreementMerger Agreement, a copy of which is enclosed with this proxy statement filed as Annex A. This summary may not contain all Exhibit (d)(1) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Merger Agreement, you are encouraged to read the full text of the Merger Agreement. The Merger Agreement is not intended to provide you with any factual information about the merger agreement that is important Oracle, Parent, Purchaser or NetSuite. Such information can be found elsewhere in this Offer to you. Sunrise urges you to read carefully the merger agreement in its entirety as it is the legal document governing the mergersPurchase. The merger Merger Agreement has been filed herewith as required by applicable SEC regulations and solely to inform investors of its terms. The Merger Agreement contains representations, warranties and covenants, which were made only for the purposes of such agreement contains representations and warranties that the parties have made to one another as of specific dates. The assertions embodied in the representations and warranties in the merger agreement , were made solely for purposes the benefit of the merger agreement and the transactions and agreements contemplated thereby among the parties thereto and may be subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the terms thereof. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard that is materially different from those generally applicable to stockholders, and may have been used for the purposes of allocating risk among the parties to the merger agreement rather than establishing matters as fact. Form of the Mergers Pursuant to the merger agreement, Sunrise will engage in a holding company merger in which each share of Sunrise common stock is converted into one share of common stock of the holding company, Merger Agreement (and, promptly thereafter, Health Care REIT will acquire the holding company and the shares of common stock of the holding company will be converted into the transaction consideration. More specifically: • First, in the holding company mergercase of certain covenants relating to indemnification of directors and officers, Holdco Sub will merge with for the benefit of directors and into Sunriseofficers of NetSuite designated as third-party beneficiaries), with Sunrise surviving are Table of Contents intended not as statements of fact, but rather as a direct wholly owned subsidiary way of Holdcoallocating risk to one of the parties if those statements prove to be inaccurate. In the holding company mergeraddition, each share of Sunrise common stock will be automatically converted into one share of Holdco. • After the holding company mergersuch representations, warranties and covenants may have been qualified by certain disclosures not reflected in the mergertext of the Merger Agreement and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, NetSuite. The holders of Shares and other investors are not third-party beneficiaries under the Merger Sub will merge with Agreement and into Holdcoshould not rely on the representations, with Holdco surviving warranties and covenants or any descriptions thereof as a direct wholly owned subsidiary characterizations of Health Care REIT. In the mergeractual state of facts or conditions of NetSuite, each share of Holdco common stock (other than shares held by Health Care REITOracle, Holdco Parent, Purchaser or any of their respective wholly owned subsidiaries on their own behalf immediately prior to the effective time of the merger, which we refer to as ‘‘excluded shares,’’ and which will be cancelled without consideration) will be converted into the right to receive the transaction consideration of $14.50 per share in cash, plus, if Health Care REIT exercises its extension right, each of the conditions to the merger (other than those conditions to be satisfied or waived at the closing) has been satisfied or waived, and the closing shall not have occurred on or prior to February 21, 2013, $0.007621 in cash for each day during the period commencing on February 21, 2013 and ending on the date the merger is completed. As described under ‘‘—Consideration to Sunrise Stockholders,’’ a portion of such transaction consideration payable to Sunrise stockholders may be paid by means of a special cash dividend. However, in all cases, the overall transaction consideration payable to holders of Sunrise common stock as a result of the transactions contemplated by the merger agreement will remain the same regardless of the payment of any special cash dividend. As a result of the above mergers, Health Care REIT will acquire Sunrise and the shares of Sunrise common stock will no longer be listed on any stock exchange or quotation systemaffiliates. The following diagrams summarize the organizational structure of Sunrise immediately before and after the mergers. The diagrams do not depict any legal entities owned by Sunrise or Health Care REIT other than those related to the mergers, nor do they depict any aspects of the reorganization, management business sale, management business spin-off or special cash dividend. For a diagram Merger Holdco Merger Sub Sunrise summarizing the structure of Sunrise immediately before and after the mergers and giving effect to the reorganization and the sale of the management business pursuant to the management business sale agreement (as defined below), see ‘‘—Sale or Spin-Off of the Management Business.’’ Holding Company Merger Sunrise Holdco Holdco Sub Immediately Following Holding Company Merger Holdco SunriseOffer

The Merger Agreement. The following summary description of the material provisions of the merger agreement below Merger Agreement does not purport to be complete and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreementMerger Agreement, a copy of which is enclosed with this proxy statement we have Table of Contents included as Annex A. This summary an exhibit to the Schedule TO, which Stockholders may not contain all examine and copy. You are encouraged to read the full text of the information about the merger agreement that is important to you. Sunrise urges you to read carefully the merger agreement in its entirety as Merger Agreement because it is the legal document governing that governs the mergersOffer and the Merger. The merger agreement contains summary description has been included in this Offer to Purchase to provide Stockholders with information regarding the terms of the Merger Agreement. The Merger Agreement is not intended to modify or supplement any factual disclosures about OPAY or ACI in OPAY’s or ACI’s public reports filed with the SEC. In particular, the Merger Agreement and this summary of terms are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to OPAY or ACI without taking into consideration the entirety of public disclosure by XXXX as set forth in its public disclosures. The representations and warranties that have been negotiated with the parties principal purpose of establishing the circumstances in which we may have made the right not to one another consummate the Offer, or a party may have the right to terminate the Merger Agreement, if the representations, warranties and covenants of the other party prove to be untrue due to a change in circumstance or otherwise or covenants are breached, and allocate risk between the parties, rather than establish matters as of specific datesfacts. The assertions embodied in the representations and warranties in the merger agreement were made solely for purposes of the merger agreement and the transactions and agreements contemplated thereby among the parties thereto and may be subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the terms thereof. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may also be subject to a contractual standard that is materially of materiality different from those generally applicable to stockholders, and may have been used for the purposes of allocating risk among the parties Stockholders. The Merger Agreement is filed as Exhibit (d)(1) to the merger agreement rather than establishing matters Schedule TO and is incorporated by reference. The Offer. The Merger Agreement provides that we must commence the Offer as fact. Form promptly as practicable after the date of the Mergers Pursuant Merger Agreement (but in no event later than October 4, 2013 or such other date as may be agreed to by OPAY and ACI). Our obligation to accept for payment and pay for Shares tendered pursuant to the merger agreement, Sunrise will engage in a holding company merger in which each share of Sunrise common stock Offer is converted into one share of common stock subject to the satisfaction of the holding company, and, promptly thereafter, Health Care REIT will acquire the holding company Minimum Condition and the shares of common stock satisfaction of the holding company will be converted into the transaction consideration. More specifically: • First, other conditions set forth in the holding company merger, Holdco Sub will merge with and into Sunrise, with Sunrise surviving as a direct wholly owned subsidiary of Holdco. In the holding company merger, each share of Sunrise common stock will be automatically converted into one share of Holdco. • After the holding company merger, in the merger, Merger Sub will merge with and into Holdco, with Holdco surviving as a direct wholly owned subsidiary of Health Care REIT. In the merger, each share of Holdco common stock (other than shares held by Health Care REIT, Holdco or any of their respective wholly owned subsidiaries on their own behalf immediately prior to the effective time Section 14—“Conditions of the merger, which we refer to as ‘‘excluded shares,’’ and which will be cancelled without consideration) will be converted into the right to receive the transaction consideration of $14.50 per share in cash, plus, if Health Care REIT exercises its extension right, each Offer.” We may waive certain of the conditions to the merger (other than those conditions to be satisfied or waived at Offer without the closing) has been satisfied or waivedconsent of OPAY. We may not, and however, waive the closing shall not have occurred on or prior to February 21, 2013, Minimum Condition without the consent of OPAY. The Merger Agreement provides that each Stockholder who tenders Shares in the Offer will receive $0.007621 in cash 8.35 for each day during Share tendered in cash, less any applicable withholding taxes. We have agreed that, without the period commencing on February 21prior written consent of OPAY, 2013 and ending on we will not: • decrease the date Offer Price or change the merger is completed. As described under ‘‘—Consideration to Sunrise Stockholders,’’ a portion form of such transaction consideration payable to Sunrise stockholders may be paid by means of a special cash dividend. However, in all cases, the overall transaction consideration payable to holders of Sunrise common stock as a result of the transactions contemplated by the merger agreement will remain the same regardless of the payment of any special cash dividend. As a result of the above mergers, Health Care REIT will acquire Sunrise and the shares of Sunrise common stock will no longer be listed on any stock exchange or quotation system. The following diagrams summarize the organizational structure of Sunrise immediately before and after the mergers. The diagrams do not depict any legal entities owned by Sunrise or Health Care REIT other than those related to the mergers, nor do they depict any aspects of the reorganization, management business sale, management business spin-off or special cash dividend. For a diagram Merger Holdco Merger Sub Sunrise summarizing the structure of Sunrise immediately before and after the mergers and giving effect to the reorganization and the sale of the management business pursuant to the management business sale agreement (as defined below), see ‘‘—Sale or Spin-Off Offer; • reduce the maximum number of Shares to be purchased in the Offer; • impose conditions to the Offer in addition to those set forth in Section 14—“Conditions of the Management BusinessOffer”; • modify or change any condition to the Offer in a manner adverse to the Stockholders; • waive or change the Minimum Condition; or • amend any other term of the Offer in a manner adverse to the Stockholders.’’ Holding Company Merger Sunrise Holdco Holdco Sub Immediately Following Holding Company Merger Holdco Sunrise

The Merger Agreement. The following is a summary of the material certain provisions of the merger agreement below Merger Agreement. This summary does not purport to be complete and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreementfull text of the Merger Agreement, a copy of which is enclosed with this proxy statement filed as Annex A. This summary may not contain all Exhibit (d)(1) to the Schedule TO, which is incorporated herein by reference. Copies of the Merger Agreement and the Schedule TO, and any other filings that we make with the SEC with respect to the Offer or the Merger, may be obtained in the manner set forth in Section 8—“Certain Information Concerning Salix, Intermediary and Purchaser—Available Information.” Stockholders and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below. Explanatory Note Regarding the Merger Agreement The Merger Agreement is included to provide investors and stockholders with information regarding its terms. It is not intended to provide any other factual information about the merger agreement that is important to you. Sunrise urges you to read carefully the merger agreement in its entirety as it is the legal document governing the mergersSalix, Intermediary, Purchaser or Santarus. The merger agreement contains representations representations, warranties and warranties that covenants made in the Merger Agreement by Salix, Purchaser and Santarus were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties have made to one another as of specific dates. The assertions embodied in the representations and warranties in the merger such agreement were made solely for purposes of the merger agreement and the transactions and agreements contemplated thereby among the parties thereto and may be subject to important qualifications and limitations agreed to by the parties thereto Salix, Purchaser and Santarus in connection with negotiating the terms thereofof the Merger Agreement. MoreoverIn particular, some in your review of those representations the representations, warranties and covenants contained in the Merger Agreement and described in this summary, it is important to bear in mind that such representations, warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard that is materially different from those generally applicable to stockholders, and may have been used for covenants were negotiated with the purposes principal purpose of allocating risk among between the parties to the merger agreement Merger Agreement, rather than establishing matters as factfacts. Form Such representations, warranties and covenants may also be subject to a standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by disclosures set forth in a disclosure letter that was provided by Santarus to the other parties but is not publicly filed as part of the Mergers Pursuant Merger Agreement. Investors and stockholders are not third party beneficiaries under the Merger Agreement. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Moreover, information concerning the subject matter of such representations, warranties and covenants, which do not purport to be accurate as of the date of this Offer to Purchase, may have changed since the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. The Offer. The Merger Agreement provides that Purchaser will commence the Offer on or before December 3, 2013. Subject to the merger agreement, Sunrise will engage in a holding company merger in which each share of Sunrise common stock is converted into one share of common stock conditions of the holding company, and, promptly thereafter, Health Care REIT will acquire Offer that are described in Section 15—“Conditions to the holding company Offer” and the shares of common stock conditions of the holding company Merger Agreement, Purchaser will be converted into the transaction consideration. More specifically: • First, in the holding company merger, Holdco Sub (and Salix will merge with cause Purchaser to) accept and into Sunrise, with Sunrise surviving as a direct wholly owned subsidiary of Holdco. In the holding company merger, each share of Sunrise common stock will be automatically converted into one share of Holdco. • After the holding company merger, in the merger, Merger Sub will merge with pay for all Shares validly tendered and into Holdco, with Holdco surviving as a direct wholly owned subsidiary of Health Care REIT. In the merger, each share of Holdco common stock (other than shares held by Health Care REIT, Holdco or any of their respective wholly owned subsidiaries on their own behalf immediately prior to the effective time of the merger, which we refer to as ‘‘excluded shares,’’ and which will be cancelled without consideration) will be converted into the right to receive the transaction consideration of $14.50 per share in cash, plus, if Health Care REIT exercises its extension right, each of the conditions to the merger (other than those conditions to be satisfied or waived at the closing) has been satisfied or waived, and the closing shall not have occurred on or prior to February 21, 2013, $0.007621 in cash for each day during the period commencing on February 21, 2013 and ending on the date the merger is completed. As described under ‘‘—Consideration to Sunrise Stockholders,’’ a portion of such transaction consideration payable to Sunrise stockholders may be paid by means of a special cash dividend. However, in all cases, the overall transaction consideration payable to holders of Sunrise common stock as a result of the transactions contemplated by the merger agreement will remain the same regardless of the payment of any special cash dividend. As a result of the above mergers, Health Care REIT will acquire Sunrise and the shares of Sunrise common stock will no longer be listed on any stock exchange or quotation system. The following diagrams summarize the organizational structure of Sunrise immediately before and after the mergers. The diagrams do not depict any legal entities owned by Sunrise or Health Care REIT other than those related to the mergers, nor do they depict any aspects of the reorganization, management business sale, management business spin-off or special cash dividend. For a diagram Merger Holdco Merger Sub Sunrise summarizing the structure of Sunrise immediately before and after the mergers and giving effect to the reorganization and the sale of the management business validly withdrawn pursuant to the management business sale agreement (Offer as defined below)soon as practicable after the Expiration Date and in accordance with applicable law. The initial Expiration Date will be 12:00 Midnight, see ‘‘—Sale or Spin-Off New York City time, at the end of the Management Businessday on December 31, 2013.’’ Holding Company Merger Sunrise Holdco Holdco Sub Immediately Following Holding Company Merger Holdco Sunrise

The Merger Agreement. The following is a summary of the material provisions terms of the merger agreement below agreement. The descriptions in this section and elsewhere in this proxy statement is statement/prospectus are qualified in its their entirety by reference to the complete text of the merger agreement, a copy of which is enclosed with attached as Annex A and is incorporated by reference into this proxy statement as Annex A. statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. Sunrise urges you You are encouraged to read carefully the merger agreement carefully and in its entirety before making any decisions regarding the transactions, including completing your form of election, as it is the legal document governing the mergerstransactions. Explanatory Note Regarding the Merger Agreement The merger agreement and this summary of terms are included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Berry and AEP contained in this proxy statement/prospectus or in the public reports of Berry and AEP filed with the SEC may supplement, update or modify the factual disclosures about Berry and AEP contained in the merger agreement. The merger agreement contains representations and warranties by Berry, on the one hand, and by AEP, on the other hand. The representations, warranties and covenants made in the merger agreement by Berry and AEP were qualified and subject to important limitations agreed to by Berry and AEP in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary and elsewhere in this proxy statement/prospectus, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the merger agreement may have the right not to consummate the mergers if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties have made to one another the merger agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC and some were qualified by the matters contained in the confidential disclosure schedules that Berry and AEP each delivered in connection with the merger agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of specific datesthe date of this proxy statement/prospectus, may have changed since the date of the merger agreement. The assertions embodied in the representations and warranties in the merger agreement were made solely for purposes will not survive the completion of the mergers. For the foregoing reasons, the representations and warranties or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of Berry or AEP or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this document or incorporated by reference into this proxy statement/prospectus. Please see “Where You Can Find More Information.” Berry and AEP will provide additional disclosures in their public reports to the extent they are aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the terms and information contained in the merger agreement and the transactions and agreements contemplated thereby among the parties thereto and may be subject to important qualifications and limitations agreed to will update such disclosure as required by the parties thereto in connection with negotiating the terms thereoffederal securities laws. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard that is materially different from those generally applicable to stockholders, and may have been used for the purposes of allocating risk among the parties to the merger agreement rather than establishing matters as fact. Form Structure of the Mergers Pursuant Subject to the terms and conditions of the merger agreement, Sunrise will engage in a holding company merger in which each share of Sunrise common stock is converted into one share of common stock at the effective time of the holding companyFirst-Step Merger, andBerry Plastics Acquisition Corporation XVI (“Merger Sub”), promptly thereaftera Delaware corporation and a direct, Health Care REIT will acquire the holding company wholly owned subsidiary of Berry Plastics Corporation, itself a Delaware corporation and the shares a direct, wholly owned subsidiary of common stock of the holding company will be converted into the transaction consideration. More specifically: • FirstBerry, in the holding company merger, Holdco Sub will merge with and into SunriseAEP, with Sunrise AEP continuing as the surviving as a direct wholly owned subsidiary corporation of Holdcothe First-Step Merger. In Following this First-Step Merger, but on the holding company mergersame date, each share of Sunrise common stock will be automatically converted into one share of Holdco. • After the holding company merger, in the merger, Merger Sub AEP will merge with and into HoldcoBerry Plastics Acquisition Corporation XV, with Holdco surviving as LLC (“Merger Sub LLC”), a direct Delaware limited liability company and a direct, wholly owned subsidiary of Health Care REIT. In Berry Plastics Corporation, with Merger Sub LLC continuing as the merger, each share of Holdco common stock (other than shares held by Health Care REIT, Holdco or any of their respective surviving company and as a wholly owned subsidiaries on their own behalf immediately prior to the effective time subsidiary of the merger, which we Berry Plastics Corporation. We sometimes refer to Berry, Merger Sub, Merger Sub LLC and Berry Plastics Corporation as ‘‘excluded shares,’’ the “Berry parties” in this document. AEP and which will be cancelled without consideration) will be converted into Berry expect to complete the right to receive the transaction consideration of $14.50 per share in cash, plus, if Health Care REIT exercises its extension right, each mergers after all of the conditions to completion of the mergers contained in the merger (other than those conditions to be satisfied or waived at the closing) has been agreement are satisfied or waived, and including after receiving the closing shall not have occurred on or prior applicable approval of AEP stockholders at the AEP special meeting. The conditions to February 21, 2013, $0.007621 completion of the mergers are described below in cash for each day during the period commencing on February 21, 2013 and ending on section entitled “— Conditions to the date the merger is completed. As described under ‘‘—Mergers.” Consideration to Sunrise Stockholders,’’ a portion of such transaction consideration payable to Sunrise stockholders may be paid Received by means of a special cash dividend. However, AEP Stockholders in all cases, the overall transaction consideration payable to holders of Sunrise common stock as a result of the transactions contemplated by the merger agreement will remain the same regardless of the payment of any special cash dividend. As a result of the above mergers, Health Care REIT will acquire Sunrise and the shares of Sunrise common stock will no longer be listed on any stock exchange or quotation system. The following diagrams summarize the organizational structure of Sunrise immediately before and after the mergers. The diagrams do not depict any legal entities owned by Sunrise or Health Care REIT other than those related to the mergers, nor do they depict any aspects of the reorganization, management business sale, management business spin-off or special cash dividend. For a diagram Merger Holdco Merger Sub Sunrise summarizing the structure of Sunrise immediately before and after the mergers and giving effect to the reorganization and the sale of the management business pursuant to the management business sale agreement (as defined below), see ‘‘—Sale or Spin-Off of the Management Business.’’ Holding Company Merger Sunrise Holdco Holdco Sub Immediately Following Holding Company Merger Holdco SunriseMergers