6.2. Conditions Precedent to the Obligation
of the Sentio Parties 34 Section 6.3. Conditions Precedent to the Obligation of
the Investor 35
ii
Article VII TERMINATION 37
Section 7.1. Term; Termination 37 Section 7.2.
Effect of Termination 39
Article VIII INDEMNIFICATION 40
Section
8.1. Indemnification by the Sentio Parties 40 Section 8.2. Indemnification by
the Investor 40 Section 8.3. Indemnification Procedures 41 Section 8.4. Remedies
Not Exclusive 41 Section 8.5. Adjustment to Purchase Price 42
Article IX
MISCELLANEOUS 42
Section 9.1. Fees and Expenses 42 Section 9.2. Specific
Enforcement, Consent to Jurisdiction, Waiver of Jury Trial 42 Section 9.3.
Entire Agreement; Amendment 43 Section 9.4. Notices 43 Section 9.5. Waivers 45
Section 9.6. Headings 45 Section 9.7. Assignment 45 Section 9.8. Governing Law
45 Section 9.9. Survival 45 Section 9.10. Counterparts 45 Section 9.11.
Interpretation 46 Section 9.12. Disclosure Schedule 47 Section 9.13.
Severability 47 Section 9.14. Further Assurances 47 Section 9.15. Non-Recourse
47 Section 9.16. Competitive Investments 47
ANNEX A
DEFINITIONS i
ANNEX B
DISCLOSURE SCHEDULE xiii
EXHIBIT A-1 FORM OF ARTICLES SUPPLEMENTARY FOR SERIES A PREFERRED STOCK A-1-1
EXHIBIT A-2 FORM OF ARTICLES SUPPLEMENTARY FOR SERIES C PREFERRED STOCK A-2-1
iii
EXHIBIT B SECOND AMENDED AND RESTATED LIMITED PARTNERSHP AGREEMENT OF SENTIO
HEALTHCARE PROPERTIES OP, L.P B-1
EXHIBIT C FORM OF INVESTOR RIGHTS
AGREEMENT C-1
EXHIBIT D FORM OF TRANSITITON TO INTERNAL MANAGEMENT AGREEMENT
D-1
EXHIBIT E FORM OF PUT EXERCISE NOTICE E-1
EXHIBIT F ACQUISITION
CRITERIA F-1
EXHIBIT G FORM OF TAX OPINION G-1
EXHIBIT H FORM OF GENERAL
CLOSING OPINION H-1
EXHIBIT I COMPLIANCE CERTIFICATE J-1
iv
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT, made and entered into on this 10th day of
February, 2013 (this "Agreement"), by and among Sentinel RE Investment Holdings
LP, a Delaware limited partnership (the "Investor"), Sentio Healthcare
Properties, Inc., a corporation organized under the laws of the State of
Maryland (the "Company"), and Sentio Healthcare Properties OP, L.P., a Delaware
limited partnership (the "Partnership," and together with the Company, the
"Sentio Parties"). Capitalized terms used but not defined herein will have the
meanings ascribed to such terms in Annex A hereto.
RECITALS
WHEREAS, the parties desire that, upon the terms and subject to the conditions
contained herein, the Company may issue and sell to the Investor and the
Investor will thereupon purchase from the Company (i) up to 1,000 shares of
newly issued Series A Preferred Shares, par value $0.01 per share, of the
Company (the "Series A Preferred Shares"), or (ii) upon obtaining the approval
of the Company's stockholders to the Charter Amendment (as defined herein) in
accordance with Section 5.14 of this Agreement, up to 1,000 shares of newly
issued Series C Preferred Shares, par value $0.01 per share, of the Company (the
"Series C Preferred Shares");
WHEREAS, the parties desire that, upon the terms and subject to the conditions
contained herein, the Partnership may issue and sell to the Investor and the
Investor will thereupon purchase from the Partnership up to $149,900,000 of
newly issued Series B