Société de Titrisation
2.KENSINGTON SQUARE HOLDING S.A., Société de Titrisation
3.SCLAREA FOUR S.A.
4.HAWKSFORD TRUSTEES JERSEY LTD., as Trustee of the Dog Trust
5.HUERTAS GROUP LTD.
6.AREPO FIDUCIARA S.R.L.
7.TIZIANI CAPITAL LIMITED
8.OMNIAFIN S.P.A.
9.SIMON FIDUCIARA S.P.A.
10.KRUIDO S.A.
11.UDOLL MANAGEMENT LIMITED
12.ALESSANDRO CAJRATI CRIVELLI
13.ANTONIO TAZARTES
14.MARIA BARTON
15.MARCO GOBBETTI
16.LUISA CAJRATI CRIVELLI
17.AMEDEO CLAVARINO
18.RICCARDO CAJRATI CRIVELLI
19.GIORGIO CAJRATI CRIVELLI
20.UBERTO CAJRATI CRIVELLI
21.PAOLO CARDANO
22.GIOVANNI DI VINCENZO
23.ANDREA A. ZAMBON
24.ROBERTO MANGIAVACCHI
25.ANTONIO BELLONI
26.ICS SECURITIES S.A R.L., Société de Titrisation
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EXHIBIT 1
PURCHASE CONTRACT
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EXHIBIT 2
FORM OF ASSIGNMENT AND ASSUMPTION OF SALE AND PURCHASE AGREEMENT
ASSIGNMENT OF SALE AND PURCHASE AGREEMENT (this "Assignment"), dated this
day of July, 2013, by and between THOR 50 VARICK LLC, having an address at
c/o Thor Equities, LLC, 25 West 39th Street, New York, New York 10017
("Assignor"), and AMERICAN REALTY CAPITAL NEW YORK RECOVERY REIT, INC., a
Maryland corporation, having an address at c/o American Realty Capital, 405 Park
Avenue, 15th Floor, New York, New York 10022 (collectively, "Assignee").
RECITALS
WHEREAS, Assignor has entered into that certain that certain Sale and Purchase
Agreement, dated April 30, 2013, between Assignor, as purchaser, and the parties
set forth on Schedule 1 attached hereto, as seller ("Seller"), as amended by
First Amendment to Purchase and Sale Agreement, dated as of June 21, 2013, and
by Second Amendment to Purchase and Sale Agreement, dated as of June 25, 2013
(collectively, the "Purchase Contract"), for the purchase of 100% of the shares
(the "Shares") of Varick Investments S.àr.l., a private limited liability
company (société à responsabilité limitée) incorporated under the laws of the
Grand Duchy of Luxembourg, having its registered office at 19-21, boulevard du
Prince Henri, L-1724 Luxembourg, Grand Duchy of Luxembourg, having a share
capital of EUR 12,500, registered with the Register of Commerce and Companies of
Luxembourg under number B 152.548; and
WHEREAS, Assignor desires to transfer and assign its entire right, title and
interest in and to the Purchase Contract, together with all agreements,
certificates and other instruments executed and/or entered into by Assignor in
favor of Seller in connection with the Purchase Contract (collectively,
"Ancillary Instruments"), if any, and Assignee desires to acquire Assignor's
interest in the Purchase Contract and the Ancillary Instruments, if any, all in
accordance with the terms and provisions of this Assignment.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
agreements hereinafter set forth and good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound, the parties hereto do hereby agree as follows:
1.
Assignment. Assignor hereby assigns, conveys, grants, transfers
and sets over unto Assignee all of Assignor's interest in the Purchase Contract
and all Ancillary Instruments, if any, and all rights, interests and obligations
appertaining thereto.
2.
Assumption. Assignee hereby accepts the assignment set forth in
Section 1 above, of Assignor's interest in and to the Purchase Contract and
agrees to assume and be bound by and subject