PURCHASE AGREEMENTPurchase Agreement • December 18th, 2014 • LTC Properties Inc • Real estate investment trusts • New York
This Purchase Agreement (this “Agreement”), dated as of December 18, 2014, is by and among LTC Properties, Inc., a Maryland corporation (the “Company”), and each Investment Adviser listed under the heading “Investment Advisers” on the signature pages hereto (each, an “Investment Adviser”) who is entering into this Agreement on behalf of itself (as to paragraph 4 of this Agreement) and those purchasers which are a fund or individual or other investment advisory client of such Investment Adviser listed under its respective name on Schedule A (each, a “Purchaser,” and, collectively, the “Purchasers”).
December 18, 2014 KeyBanc Capital Markets Inc. Cleveland, Ohio 44114Placement Agent Agreement • December 18th, 2014 • LTC Properties Inc • Real estate investment trusts
This letter (the “Agreement”) confirms our agreement to retain KeyBanc Capital Markets Inc. (the “Placement Agent”) as our exclusive agent for a period commencing on the date of this letter and terminating on December 31, 2014, unless extended by the parties, to introduce LTC Properties, Inc., a Maryland corporation (the “Company”), to certain investors as prospective purchasers (the “Offer”) of up to 600,000 shares (such number of shares actually sold, the “Securities”) of the Company’s Common Stock, par value $0.01 per share (the “Shares”) pursuant to the Purchase Agreement dated the date hereof between the Company and the purchasers party thereto (the “Purchase Agreement”). The engagement described herein (i) may be terminated by the Company at any time prior to the Closing (as defined below) and (ii) shall be in accordance with applicable laws and pursuant to the following procedures and terms and conditions:
