AMENDED AND RESTATED PHANTOM PARTNERSHIP UNIT AWARD AGREEMENTPhantom Partnership Unit Award Agreement • May 2nd, 2011 • Bellingham II Associates, L.L.C. • Delaware
This Amended and Restated Phantom Partnership Unit Award Agreement (this “Agreement”), to be effective immediately following consummation of the Merger (as defined below), is entered into by and among Aviv Asset Management, L.L.C., a Delaware limited liability company (the “Company”), Steven J. Insoft, an individual (the “Holder”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership and the surviving entity upon consummation of the Merger (the “Surviving Partnership” or “Aviv Healthcare”). The Company granted to Holder a phantom partnership unit award (“Prior Award”) pursuant to that certain Phantom Partnership Unit Award Agreement (the “Prior Phantom Agreement”), by and between the Company and the Holder, dated as of November 1, 2007, measured by reference to the Class C Units of Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Predecessor Partnership”). On the date hereof, the Predecessor Partnership has been merged (
