AGREEMENT AND PLAN OF MERGER by and among OMEGA HEALTHCARE INVESTORS, INC., OHI HEALTHCARE PROPERTIES HOLDCO, INC., OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, L.P., AVIV REIT, INC. and AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP dated as of...Merger Agreement • November 5th, 2014 • Aviv Reit, Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of October 30, 2014, is by and among Omega Healthcare Investors, Inc., a Maryland corporation (“Parent”), OHI Healthcare Properties Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), OHI Healthcare Properties Limited Partnership, L.P., a Delaware limited partnership, the sole general partner of which is Parent and the sole limited partner of which is Merger Sub (the “Parent Partnership”), Aviv REIT, Inc., a Maryland corporation (the “Company”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Company Operating Partnership”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub, the Company and the Company Operating Partnership are each individually
TRANSITION AGREEMENTTransition Agreement • November 5th, 2014 • Aviv Reit, Inc. • Real estate investment trusts • Illinois
This Transition Agreement (“Agreement”) entered into by and between Craig Bernfield (“Employee”) and Aviv REIT, Inc. (“Aviv REIT”), a Maryland corporation, is effective as of October 31, 2014.
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2014 • Aviv Reit, Inc. • Real estate investment trusts • Illinois
THIS EMPLOYMENT AGREEMENT (the “Agreement”), among Aviv Asset Management, L.L.C., a Delaware limited liability company (the “Company”), Aviv REIT, Inc., the parent company of the Company (“Aviv REIT”) and Steven J. Insoft (the “Executive”) is to be effective as of the execution date of the Merger Agreement (as defined below) (the “Effective Date”). This Agreement is contingent on the execution of the agreement and plan of merger by and among Omega Healthcare Investors, Inc., OHI Healthcare Properties Holdco, Inc., OHI Healthcare Properties Limited Partnership, Aviv REIT, and Aviv Healthcare Properties Limited Partnership, L.P. (the “Merger Agreement”) no later than October 30, 2014. If the Merger Agreement is not executed by that date for any reason, this Agreement will immediately and automatically be null and void and be of no further force or effect.
VOTING AGREEMENT AND IRREVOCABLE PROXY by and among OMEGA HEALTHCARE INVESTORS, INC., and LG AVIV L.P., dated as of October 30, 2014Voting Agreement and Irrevocable Proxy • November 5th, 2014 • Aviv Reit, Inc. • Real estate investment trusts • Maryland
This Voting Agreement and Irrevocable Proxy (this “Agreement”), dated as of October 30, 2014, is by and between Omega Healthcare Investors, Inc., a Maryland corporation (“Parent”) and LG Aviv L.P., a Delaware limited partnership (“Shareholder”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).
