0001193125-15-282607 Sample Contracts

AMENDMENT NO. 1 to AGREEMENT AND PLAN OF MERGER among BSREP II Aries Pooling LLC, BSREP II Aries DE Merger Sub Inc. and Associated Estates Realty Corporation dated August 6, 2015
Agreement and Plan of Merger • August 7th, 2015 • Associated Estates Realty Corp • Real estate investment trusts

This AMENDMENT NO. 1, dated August 6, 2015 at 10:00 AM New York time (this “Amendment”), to the Agreement and Plan of Merger (the “Original Agreement”), dated April 22, 2015, is among BSREP II Aries Pooling LLC, a Delaware limited liability company (“Parent”), BSREP II Aries DE Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Associated Estates Realty Corporation, an Ohio corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Original Agreement.

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