AGREEMENT AND PLAN OF MERGER by and among KAREP MASTER JV, LLC, KAREP ACQUISITIONS VEHICLE, LLC, SENTIO HEALTHCARE PROPERTIES, INC., SENTIO HEALTHCARE PROPERTIES OP, L.P. and SENTIO INVESTMENTS, LLC, solely in its capacity as the Stockholders’...Agreement and Plan of Merger • May 4th, 2017 • Sentio Healthcare Properties Inc • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated May 3, 2017, is by and among KAREP MASTER JV, LLC, a Delaware limited liability company (“Parent”), KAREP ACQUISITIONS VEHICLE, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), SENTIO HEALTHCARE PROPERTIES, INC., a Maryland corporation (the “Company”), SENTIO HEALTHCARE PROPERTIES OP, L.P., a Delaware limited partnership (the “Company Operating Partnership”), and SENTIO INVESTMENTS, LLC, a Florida limited liability company, solely in its capacity as the Stockholders’ Representative. 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, the Company Operating Partnership and the Stockholders’ Representatives are each sometimes referred to herein as a “Party” and collectivel
MERGER CONSIDERATION ALLOCATION AGREEMENTMerger Consideration Allocation Agreement • May 4th, 2017 • Sentio Healthcare Properties Inc • Real estate investment trusts • Maryland
This Merger Consideration Allocation Agreement (this “Agreement”) is made and entered into as of May 3, 2017 by and among Sentio Healthcare Properties, Inc., a Maryland corporation (the “Company”), Sentio Healthcare Properties OP, L.P., a Delaware limited partnership (the “Operating Partnership”), Sentinel RE Investment Holdings LP, a Delaware limited partnership (the “Investor”), Sentio Investments, LLC, a Florida limited liability company (the “Advisor”), and, solely with respect to Section 3, Section 5, Section 6, Section 7, and Section 10, KAREP Master JV LLC, a Delaware limited liability company (“Parent”).
