AGREEMENT AND PLAN OF MERGER By and Among AMERICAN REALTY CAPITAL PROPERTIES, INC., CLARK ACQUISITION, LLC, And COLE REAL ESTATE INVESTMENTS, INC. Dated as of October 22, 2013Merger Agreement • October 23rd, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 22, 2013 (this “Agreement”), is made by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), Clark Acquisition, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Cole Real Estate Investments, Inc., a Maryland corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • October 23rd, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts • Maryland
This VOTING AGREEMENT, dated as of October 22, 2013 (this “Agreement”), is made and entered into by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”) and the stockholders of Cole Real Estate Investments, Inc. (the “Company”) that are listed on Schedule A hereto (each a “Stockholder” and, collectively, the “Stockholders”).
AMERICAN REALTY CAPITAL PROPERTIES, INC. New York, New York 10022Agreement and Plan of Merger • October 23rd, 2013 • American Realty Capital Properties, Inc. • Real estate investment trusts
Reference is made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof (the “ARCP Merger Agreement”), by and among American Realty Capital Properties, Inc., a Maryland corporation (“Parent”), Clark Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), and Cole Real Estate Investments, Inc. (formerly known as Cole Credit Property Trust III, Inc.), a Maryland corporation (the “Company”), pursuant to which, among other things, the Company will merge with and into Merger Sub (the “ARCP Transaction”), and (ii) that certain Agreement and Plan of Merger, dated as of March 5, 2013 (the “Cole Holdings Merger Agreement”), by and among the Company, CREInvestments, LLC (“Cole Merger Sub”), a Maryland limited liability company and wholly owned subsidiary of the Company, Cole Holdings Corporation, an Arizona corporation (“Cole Holdings”) wholly owned by Christopher H. Cole (together with his assignees, “Cole”), and Cole,
