ContractRegistration Rights Agreement • October 23rd, 2009 • Aviv REIT, Inc. • Real estate investment trusts • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of [ ], 2009 (the “Agreement”) among AVIV REIT, INC., a Maryland corporation (including any successor entity, the “Company”), AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (the “Partnership”), and the INVESTORS (as herein defined).
Aviv reit, inc. 16,600,000 Shares Common Stock ($0.01 par value per Share) Underwriting AgreementUnderwriting Agreement • October 23rd, 2009 • Aviv REIT, Inc. • Real estate investment trusts • New York
Aviv REIT, Inc., a Maryland corporation (the “Company”), proposes to issue and sell, and each person or entity (each, a “Selling Stockholder”) identified as a Selling Stockholder in Schedule C annexed hereto, proposes to sell, to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 16,600,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, of which 12,222,222 Firm Shares are to be issued and sold by the Company and an aggregate of 4,377,778 Firm Shares are to be sold by the Selling Stockholders. The number of Firm Shares to be sold by each Selling Stockholder is the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule C annexed hereto. In addition, solely for the purpose of covering over-allotments, the Company and the Selling Stockholders propose to grant to the Underwriters the option
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES OPERATING LIMITED PARTNERSHIP Dated as of [ ], 2009Limited Partnership Agreement • October 23rd, 2009 • Aviv REIT, Inc. • Real estate investment trusts • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AVIV HEALTHCARE PROPERTIES OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership, dated as of [__________], 2009, is entered into by and among Aviv REIT GP, L.L.C., a Delaware limited liability company, as the “General Partner,” Aviv REIT, Inc., a Maryland corporation, as the “Parent,” Aviv REIT LP, L.L.C., a Delaware limited liability company, as the “Parent Limited Partner,” and the Persons whose names are set forth on Exhibit A attached hereto, as the other “Limited Partners,” together with any other Persons who become Partners in the Partnership as provided herein. Capitalized terms used herein are defined in Article 1 unless otherwise provided.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 23rd, 2009 • Aviv REIT, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT is made and entered into this ___ day of , 2009 (“Agreement”), by and between Aviv REIT, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
AVIV REIT, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 23rd, 2009 • Aviv REIT, Inc. • Real estate investment trusts • Maryland
Aviv REIT, Inc. (the “Company”), hereby grants to Steven J. Insoft (the “Participant”), an employee of Aviv Asset Management, L.L.C. (“AAM”), which is a Subsidiary of the Company, as of , 2009 (the “Grant Date”), pursuant to the provisions of the Aviv REIT, Inc. 2009 Long-Term Incentive Plan (the “Plan”), a Restricted Stock Unit Award (the “Award) of ( ) Restricted Stock Units (“RSUs”), upon and subject to the restrictions, terms and conditions set forth below and in the Plan. On any date, each RSU shall equal the Fair Market Value of one share of the Company’s Common Stock (“Share”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
