Griffin-American

The Corporation may invest in joint ventures with the Sponsor, Advisor, Directors, or Affiliates, subject only to majority Independent Director approval as fair and on substantially the same terms as other joint venturers. This structure creates potential conflicts of interest in asset selection and pricing.

“The Corporation may invest in Joint Ventures with the Sponsor, the Advisor, one or more Directors or any Affiliate, only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approve such investment as being fair and reasonable to the Corporation and on substantially the same terms and conditions as those received by the other joint venturers.”

The charter permits numerous transactions between the Corporation and the Sponsor, Advisor, Directors, and their Affiliates (asset sales, leases, joint ventures, loans), subject to majority Independent Director approval. The charter also prohibits the Corporation from making loans to, or engaging in transactions with, related parties unless approved by a majority of Independent Directors as fair and commercially reasonable.

“The Corporation shall not engage in any other transaction with the Sponsor, the Advisor, a Director or any Affiliate thereof unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction approve such transaction as fair and reasonable to the Corporation and on terms and conditions no less favorable to the Corporation than those available from unaffiliated third parties.”