INDEMNIFICATION AGREEMENTIndemnification Agreement • March 4th, 2016 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 3rd day of March 2016, by and between American Realty Capital Healthcare Trust III, Inc. (the “Company”), a Maryland corporation, and Katie P. Kurtz (“Indemnitee”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL HEALTHCARE TRUST III OPERATING PARTNERSHIP, L.P. Dated as of August 10, 2015Limited Partnership Agreement • August 12th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL HEALTHCARE TRUST III OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of August 10, 2015, is entered into among AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC., a Maryland corporation, as general partner (the “General Partner”), AMERICAN REALTY CAPITAL HEALTHCARE III ADVISORS, LLC, a Delaware limited liability company, as initial limited partner (the “Initial Limited Partner”), AMERICAN REALTY CAPITAL HEALTHCARE III SPECIAL LIMITED PARTNERSHIP, LLC, a Delaware limited liability company, as Special Limited Partner (the “Special Limited Partner”), and the Limited Partners party hereto from time to time.
EXCLUSIVE DEALER MANAGER AGREEMENT AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC. UP TO 151,315,789 SHARES OF COMMON STOCK August 20, 2014Exclusive Dealer Manager Agreement • November 14th, 2014 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • New York
American Realty Capital Healthcare Trust III, Inc. (the “Company”) is a Maryland corporation that intends to elect to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes commencing with the taxable year ending December 31, 2014, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 125,000,000 shares (the “Primary Shares”) of its common stock, $0.01 par value per share (“Common Stock”), in the primary offering (the “Primary Offering”), and (b) up to 26,315,789 shares of its Common Stock (the “DRP Shares” and, together with the Primary Shares, the “Shares”), for issuance through the Company’s distribution reinvestment plan (the “DRP” and together with the Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section
ADVISORY AGREEMENTAdvisory Agreement • November 14th, 2014 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • New York
THIS ADVISORY AGREEMENT (this “Agreement”) dated as of August 20, 2014, is entered into among American Realty Capital Healthcare Trust III, Inc., a Maryland corporation (the “Company”), American Realty Capital Healthcare III Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) and American Realty Capital Healthcare III Advisors, LLC, a Delaware limited liability company (the “Advisor”).
AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC. FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • August 11th, 2014 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of , 2014 (the “Dealer Manager Agreement”), with American Realty Capital Healthcare Trust III, Inc., a Maryland corporation (the “Company”) and American Realty Capital Healthcare III Advisors, LLC, pursuant to which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of (i) up to 125,000,000 shares of the Company's common stock, $0.01 par value per share (“Common Stock”) offered to the public in the primary offering (the “Primary Shares”), and (ii) up to 26,315,789 shares of Common Stock offered pursuant to the Company's distribution reinvestment plan (the “DRP Shares” and, together with the Primary Shares, the “Shares”) commencing on the Effective Date (as defined below). Notwithstanding the foregoing, the Company has reserved the right to reallocate the Shares between Primary Shares
FORM OF SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • August 11th, 2014 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of [●], 2014 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), American Realty Capital Healthcare Trust III, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY WOODLAKE OFFICE CENTER 2090 WOODWINDS DRIVE, WOODBURY, MINNESOTA 55125Purchase and Sale Agreement • November 12th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment this ______ day of ______________, 2015, which Assignment is effective this date. This Assignment may be executed in counterparts, which when taken together shall be deemed one agreement.
PROPERTY MANAGEMENT AND LEASING AGREEMENTProperty Management and Leasing Agreement • November 12th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • New York
This property management and leasing agreement (this “Management Agreement”), is dated as of August 20, 2014 and effective as of the Effective Date (as defined below), by and among AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC., a Maryland corporation (the “Company”), AMERICAN REALTY CAPITAL HEALTHCARE III OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “OP”), and AMERICAN REALTY CAPITAL HEALTHCARE III PROPERTIES, LLC, a Delaware limited liability company (the “Manager”).
AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL HEALTHCARE TRUST III OPERATING PARTNERSHIP, L.P. Date as of August 20, 2014Limited Partnership Agreement • November 14th, 2014 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN REALTY CAPITAL HEALTHCARE TRUST III OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of August 20, 2014, is entered into among AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC., a Maryland corporation, as general partner (the “General Partner”), AMERICAN REALTY CAPITAL HEALTHCARE III ADVISORS, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner”), AMERICAN REALTY CAPITAL HEALTHCARE III SPECIAL LIMITED PARTNERSHIP, LLC, a Delaware limited liability company, as Special Limited Partner (the “Special Limited Partner”), and the Limited Partners party hereto from time to time.
FORM OF PROPERTY MANAGEMENT AND LEASING AGREEMENTProperty Management & Real Estate • November 14th, 2014 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • New York
This property management and leasing agreement (this “Management Agreement”), is dated as of August 20, 2014 and effective as of the Effective Date (as defined below), by and among AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC., a Maryland corporation (the “Company”), AMERICAN REALTY CAPITAL HEALTHCARE III OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “OP”), and AMERICAN REALTY CAPITAL HEALTHCARE III PROPERTIES, LLC, a Delaware limited liability company (the “Manager”).
FORM OF RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE EMPLOYEE AND DIRECTOR INCENTIVE RESTRICTED SHARE PLAN OF AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC.Restricted Stock Award Agreement • August 9th, 2016 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT (this “Agreement”) is made as of [ ] (the “Grant Date”), by and between American Realty Capital Healthcare Trust III, Inc., a Maryland corporation with its principal office at 405 Park Avenue, New York, New York 10022 (the “Company”), and [ ] (the “Participant”).
ESCROW AGREEMENTEscrow Agreement • November 14th, 2014 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of August 20, 2014 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), American Realty Capital Healthcare Trust III, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
FORM OF PROPERTY MANAGEMENT AND LEASING AGREEMENTProperty Management & Leasing Agreement • August 11th, 2014 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • New York
This property management and leasing agreement (this “Management Agreement”), is dated as of [●], 2014 and effective as of the Effective Date (as defined below), by and among AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC., a Maryland corporation (the “Company”), AMERICAN REALTY CAPITAL HEALTHCARE III OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “OP”), and AMERICAN REALTY CAPITAL HEALTHCARE III PROPERTIES, LLC, a Delaware limited liability company (the “Manager”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 12th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 6th day of July, 2015 (the “Effective Date”), by and between AMERICAN REALTY CAPITAL VII, LLC, a Delaware limited liability company (“Purchaser”) and ARCADIAN COVE, LLC, a Kentucky limited liability company (the “Owner”) and ARCADIAN ASSISTED LIVING, LLC, a Kentucky limited liability company (“Operator,” and Owner and Operator are hereinafter sometimes referred to as the “Seller”).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BEAUMONT MEDICAL CENTERPurchase and Sale Agreement • March 4th, 2016 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this “Agreement”) is made and entered into as of the Effective Date by and between AMERICAN REALTY CAPITAL VII, LLC, a Delaware limited liability company (“Buyer”), and BEAUMONT MEDICAL BUILDING-WARREN, LLC, a Michigan limited liability company (“Seller”).
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYAgreement for Purchase and Sale of Real Property • May 14th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this “Amendment”) is made as of April 1, 2015, by and among AMERICAN REALTY CAPITAL HEALTHCARE TRUST II OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Buyer”), as buyer, and R.H.C. INVESTMENTS I., INC., a Florida corporation (“RAI Care Center Seller”), and M.K. ACHARYA, M.D., an individual (“Davita Dialysis Center Seller”; Davita Dialysis Center Seller and RAI Care Center Seller are referred to herein, individually and collectively, as “Seller”), as seller.
FIRST AMENDMENT TO ADVISORY AGREEMENTAdvisory Agreement • June 19th, 2017 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO ADVISORY AGREEMENT (this “Amendment”) is made as of June 16, 2017, by and among American Realty Capital Healthcare Trust III, Inc., a Maryland corporation (the “Company”), American Realty Capital Healthcare Trust III Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and American Realty Capital Healthcare III Advisors, LLC, a Delaware limited liability company (the “Advisor”).
SECOND AMENDMENT TO ADVISORY AGREEMENTAdvisory Agreement • December 26th, 2017 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • New York
This SECOND AMENDMENT TO ADVISORY AGREEMENT (this “Amendment”), dated as of December 22, 2017 and effective as of October 1, 2017, is entered into by and among American Realty Capital Healthcare Trust III, Inc. (the “Company”), American Realty Capital Healthcare III Operating Partnership, L.P. (the “Operating Partnership”) and American Realty Capital Healthcare III Advisors, LLC (the “Advisor”).
THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYAgreement for Purchase and Sale of Real Property • May 14th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
THIS THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this “Amendment”) is made as of April 17, 2015, by and among AMERICAN REALTY CAPITAL HEALTHCARE TRUST III OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Buyer”), as buyer, and R.H.C. INVESTMENTS I., INC., a Florida corporation, and M.K. ACHARYA, M.D., an individual (individually and collectively, “Seller”), as seller.
TERMINATION AGREEMENTTermination Agreement • March 4th, 2016 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • New York
This TERMINATION AGREEMENT (this “Agreement”), dated as of December 31, 2015, is by and among REALTY CAPITAL SECURITIES, LLC, a Delaware limited liability company (“RCS”), AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC., a Maryland Corporation (the “Company”) and AMERICAN REALTY CAPITAL HEALTHCARE III ADVISORS, LLC (the “Advisor”, and together with the Company, the “Company Parties” and together with RCS and the Company, the “Parties” and individually, a “Party”).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY ROCKWALL MEDICAL PLAZA 890 ROCKWALL PARKWAY, ROCKWALL, TEXASPurchase and Sale Agreement • August 12th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment this ______ day of ______________, 2015, which Assignment is effective this date. This Assignment may be executed in counterparts, which when taken together shall be deemed one agreement.
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYPurchase and Sale Agreement • May 14th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment this ______ day of ______________, 2015, which Assignment is effective this date. This Assignment may be executed in counterparts, which when taken together shall be deemed one agreement.
ASSIGNMENT AND SUBORDINATION OF MANAGEMENT AGREEMENTAssignment and Subordination of Management Agreement • November 12th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
THIS ASSIGNMENT AND SUBORDINATION OF MANAGEMENT AGREEMENT (this “Agreement”) is made as of August 14, 2015, by and among ARHC PPLVLGA01, LLC, a Delaware limited liability company, having an office at 405 Park Avenue, 14th Floor, New York, New York, 10022, Attn: Healthcare Counsel (“Borrower”), CADDIS MANAGEMENT COMPANY, LLC, a Texas limited liability company, having an office at _______________ (“Manager”), and RGA REINSURANCE COMPANY, having its address c/o RGA Mortgage Loan Servicing LLC, P.O. Box 771320, St. Louis, Missouri 63177 (“Lender”).
SEPARATE GUARANTY OF CARVEOUT OBLIGATIONS (Loan No. 73100202)Separate Guaranty of Carveout Obligations • November 12th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts • Georgia
This Separate Guaranty of Carveout Obligations (the “Guaranty”) is made as of the 14th day of August, 2015 (the “Effective Date”), by AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC., a Maryland corporation, whose address is 405 Park Avenue, 14th Floor, New York, New York, 10022, Attn: Healthcare Counsel (the “Guarantor”), in favor of RGA REINSURANCE COMPANY, a Missouri corporation, whose address is c/o RGA Mortgage Loan Servicing LLC, P.O. Box 771320, St. Louis, Missouri 63177, and its successors and assigns (the “Lender”).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY DAVITA DIALYSIS CENTER – LARGO, FLORIDA 11550 ULMERTON ROAD, LARGO, FLORIDA 33778Purchase and Sale Agreement • May 14th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment this ______ day of ______________, 2015, which Assignment is effective this date. This Assignment may be executed in counterparts, which when taken together shall be deemed one agreement.
SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYAgreement for Purchase and Sale of Real Property • November 12th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this “Amendment”) is made as of August 24, 2015, by and between AMERICAN REALTY CAPITAL VII, LLC, a Delaware limited liability company (“Buyer”), and GALEVA LLC, an Illinois limited liability company (“Seller”).
June 16, 2017Property Management and Leasing Agreement • June 19th, 2017 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
FOURTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYAgreement for Purchase and Sale of Real Property • May 14th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
THIS FOURTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this “Amendment”) is made as of April 24, 2015, by and among AMERICAN REALTY CAPITAL HEALTHCARE TRUST III OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Buyer”), as buyer, and R.H.C. INVESTMENTS I., INC., a Florida corporation, and M.K. ACHARYA, M.D., an individual (individually and collectively, “Seller”), as seller.
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 12th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “First Amendment”) is made and entered effective as of August 25, 2015 (the “Effective Date”), by and among AMERICAN REALTY CAPITAL VII, LLC, a Delaware limited liability company (“Purchaser”) and COVE DEVELOPMENT, LLC, a Kentucky limited liability company, formerly known as ARCADIAN COVE, LLC, (the “Owner”) and ARCADIAN ASSISTED LIVING, LLC, a Kentucky limited liability company (“Operator,” and Owner and Operator are collectively referred to as the “Seller”)).
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY RENDINA HEALTHCARE REAL ESTATE PORTFOLIO MAINLAND MEDICAL ARTS PAVILIONPurchase and Sale Agreement • March 4th, 2016 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this “Agreement”) is made and entered into as of the Effective Date by and among AMERICAN REALTY CAPITAL VII, LLC, a Delaware limited liability company (“Buyer”), as buyer, and TEXAS CITY MAINLAND INVESTORS, LLLP, a Florida limited liability limited partnership (“Texas City Seller”), JOLIET INVESTORS, LLLP, a Florida limited liability limited partnership (“Joliet Seller”), and NEW LENOX INVESTORS, LLLP, a Florida limited liability limited partnership (“New Lenox Seller”; New Lenox Seller, together with Texas City Seller and Joliet Seller, are referred to herein, individually and collectively, as “Seller”), as seller.
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYAgreement for Purchase and Sale of Real Property • November 12th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this “Amendment”) is made as of August 3, 2015, by and between AMERICAN REALTY CAPITAL VII, LLC, a Delaware limited liability company (“Buyer”), and 200 E. 18th LLC, a New York limited liability company (“Seller”).
SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTYAgreement for Purchase and Sale of Real Property • May 14th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this “Amendment”) is made as of April 8, 2015, by and among AMERICAN REALTY CAPITAL HEALTHCARE TRUST III OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Buyer”), as buyer, and R.H.C. INVESTMENTS I., INC., a Florida corporation, and M.K. ACHARYA, M.D., an individual (individually and collectively, “Seller”), as seller.
September 28, 2017 VIA-EMAIL American Realty Capital Healthcare Trust III, Inc.Letter Agreement • October 4th, 2017 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
CONSENT AND ASSUMPTION AGREEMENT WITH RELEASEConsent and Assumption Agreement • November 12th, 2015 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
This Consent and Assumption Agreement with Release (this "Agreement") dated as of the 14th day of August, 2015, is made by and among RGA REINSURANCE COMPANY, a Missouri corporation, (“Lender”), ICM VI-PHILIP CENTRE, LP, a Georgia limited partnership, (“Seller”), BRUCE TIMM (“Original Guarantor”), ARHC PPLVLGA01, LLC, a Delaware limited liability company (“Buyer”) and AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC., a Maryland corporation (“Guarantor”) with reference to the following facts:
IntroductionPurchase Agreement • December 26th, 2017 • American Realty Capital Healthcare Trust III, Inc. • Real estate investment trusts
On June 16, 2017, American Realty Capital Healthcare Trust III, Inc. (the “Company”), American Realty Capital Healthcare III Operating Partnership, L.P. (the “OP”), and ARHC TRS Holdco III, LLC, a subsidiary of the OP (“HTIII Holdco”), entered into a purchase agreement (the “Purchase Agreement”) with Healthcare Trust, Inc. (“HTI”), Healthcare Trust Operating Partnership, L.P. (“HTI OP”) and ARHC TRS Holdco II, LLC (“HTI Holdco”), pursuant to which HTI, the HTI OP, and HTI Holdco agreed to purchase all of the membership interests in the Company’s indirect subsidiaries which own the 19 properties comprising substantially all of the Company’s assets (together with the other transactions contemplated by the Purchase Agreement, the “Asset Sale”). The closing of the Asset Sale was conditioned upon stockholder approval of both the Asset Sale and the Company’s plan of liquidation and dissolution (the “Plan of Liquidation”).
