ESCROW AGREEMENTEscrow Agreement • December 23rd, 2008 • GCP Sunshine Acquisition, Inc. A Delaware Corp • Real estate investment trusts • Illinois
THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Escrow Agreement”) is made and entered into as of December 9, 2008, by and among GCP Sunshine Acquisition, Inc., a Delaware corporation (“Purchaser”), American Land Lease, Inc., a Delaware corporation (“Company”, and together with Purchaser, sometimes referred to individually as “Party” or collectively as the “Parties”), and JPMorgan Chase Bank, National Association (the “Escrow Agent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • December 23rd, 2008 • GCP Sunshine Acquisition, Inc. A Delaware Corp • Real estate investment trusts • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 9, 2008, by and among GCP REIT II, a Maryland real estate investment trust (together with certain of its affiliates, “Purchaser”), GCP Sunshine Acquisition, Inc., a Delaware limited liability company and direct, wholly owned subsidiary of Purchaser (“Merger Sub”) and the Persons listed on Annex I hereto (each referred to herein as a “Securityholder”).
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 9, 2008 AMONG GCP REIT II, GCP SUNSHINE ACQUISITION, INC., AMERICAN LAND LEASE, INC. AND ASSET INVESTORS OPERATING PARTNERSHIP, L.P.Agreement and Plan of Merger • December 23rd, 2008 • GCP Sunshine Acquisition, Inc. A Delaware Corp • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 9, 2008 (this “Agreement”), is among GCP REIT II, a Maryland real estate investment trust (“Parent”), GCP Sunshine Acquisition, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Purchaser”), American Land Lease, Inc., a Delaware corporation (the “Company”), and Asset Investors Operating Partnership, L.P., a Delaware limited partnership (the “Company Partnership” and, collectively with Parent, Purchaser and the Company, the “parties”). Certain capitalized terms used herein have the meanings set forth in Section 9.12 of this Agreement.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • December 23rd, 2008 • GCP Sunshine Acquisition, Inc. A Delaware Corp • Real estate investment trusts • Delaware
Wachovia Capital Markets, LLC (“Wachovia”) has been retained by American Land Lease, Inc. (together with any affiliates and subsidiaries, the “Company”) to serve as the Company’s exclusive financial advisor in connection with a possible transaction involving the Company, its businesses or assets (a “Possible Transaction”). The undersigned (“Participant” or “you”) desires to receive certain information relating to the Company so that it may consider and evaluate a Possible Transaction. As a condition to receiving such information, Participant agrees to the following conditions for the benefit of Wachovia and the Company:
Joint Filing AgreementJoint Filing Agreement • December 18th, 2008 • GCP Sunshine Acquisition, Inc. A Delaware Corp • Real estate investment trusts
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
