Common use of Incorporated Clause in Contracts

Incorporated. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Head of ECM ACCEPTED as of the date first above written SCOTIA CAPITAL (USA) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director ACCEPTED as of the date first above written THE BANK OF NOVA SCOTIA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 70 ACCEPTED as of the date first above written SYNOVUS SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is made to the Equity Distribution Agreement among Welltower Inc. (the “Company”), Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as of April 30, 2024 (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Agreement [and the related Master Forward Confirmation](4) is true and correct on the date hereof, and that the Prospectus and any applicable Permitted Free Writing Prospectus, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Effective Date of Delivery of Transaction Notice (determined pursuant to Section 3(c)(ii) of the Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ [ ]](16) [For any calendar quarter ending after [December 31, 20[ ]: $ [ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per share

Incorporated. As Forward PurchaserTotal U.S. Firm Shares . . . =========== [FORM OF LOCK-UP LETTER] __________________, solely 199_ Morgxx Xxxnxxx & Xo. Incorporated Willxxx Xxxxx & Xompany, L.L.C. Robexx X. Xxxxx & Xo. Incorporated c/o Morgan Stanxxx & Xo. Incorporated 1585 Xxxxxxxx Xxx Xxxx, XX 00000 Xxar Sirs: The undersigned understands that Morgxx Xxxnxxx & Xo. Incorporated ("Morgxx Xxxnxxx"), Willxxx Xxxxx & Xompany, L.L.C. and Robexx X. Xxxxx & Xo. Incorporated, as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Head of ECM ACCEPTED as Representatives of the date first above written SCOTIA CAPITAL several Underwriters, propose to enter into an Underwriting Agreement (USAthe "Underwriting Agreement") INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director ACCEPTED as with Scotsman Industries, Inc., a Delaware corporation (the "Company") providing for the public offering (the "Public Offering") by the several Underwriters, including Morgxx Xxxnxxx (xxe "Underwriters"), of 1,611,699 shares (the "Shares") of the date first above written THE BANK OF NOVA SCOTIA As Forward PurchaserCommon Stock, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 70 ACCEPTED as $0.10 par value per share of the date first above Company (the "Common Stock"). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written SYNOVUS SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as consent of Morgxx Xxxnxxx xx behalf of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward PurchaserUnderwriters, solely as the recipient and/or beneficiary of certain representationsit will not, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is made to the Equity Distribution Agreement among Welltower Inc. (the “Company”), Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as of April 30, 2024 (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Agreement [and the related Master Forward Confirmation](4) is true and correct commencing on the date hereofhereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (provided that such shares or securities are either now owned by the undersigned or are hereafter acquired prior to or in connection with the Public Offering), or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement. In addition, the undersigned agrees that, without the prior written consent of Morgxx Xxxnxxx xx behalf of the Underwriters, it will not, during the period commencing on the date hereof and that ending 90 days after the Prospectus and any applicable Permitted Free Writing date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Whether or not the Public Offering actually occurs depends on a number of factors, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmarket conditions. Effective Date of Delivery of Transaction Notice (determined Any Public Offering will only be made pursuant to Section 3(c)(iian Underwriting Agreement, the terms of which are subject to agreement between the Company and the Underwriters. Very truly yours, --------------------------- (Name) of the Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %]--------------------------- (11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ [ ]](16) [For any calendar quarter ending after [December 31, 20[ ]: $ [ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per shareAddress)

Incorporated. As Forward PurchaserBy: (SEAL) Name: Xxxxx X. Xxxxxxxx Title: Treasurer EXHIBIT 1.1(N)(2) FORM OF SWING LOAN NOTE $10,000,000 November , solely 2012 FOR VALUE RECEIVED, the undersigned, II-VI Incorporated, a Pennsylvania corporation (the “Borrower”), hereby unconditionally promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Swing Loan Lender”), the lesser of (i) the principal sum of Ten Million and 00/100 Dollars (US$10,000,000), or (ii) the aggregate unpaid principal balance of all Swing Loans made by the Swing Loan Lender to the Borrower pursuant to the First Amended and Restated Credit Agreement, dated as of November 16, 2012, among the Borrower, the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto, and the Swing Loan Lender, as administrative agent (hereinafter referred to in such capacity as the recipient and/or beneficiary “Administrative Agent”) (as amended, restated, modified, or supplemented from time to time, the “Credit Agreement”), payable with respect to each Swing Loan evidenced hereby on the earlier of certain (i) demand by the Swing Loan Lender or (ii) on the Expiration Date. The Borrower shall pay interest on the unpaid principal balance of each Swing Loan from time to time outstanding from the date hereof at the rate per annum and on the date(s) provided in the Credit Agreement. Subject to the provisions of the Credit Agreement, interest on this Swing Loan Note will be payable pursuant to Section 5.5 [Interest Payment Dates] of, or as otherwise provided in, the Credit Agreement. If any payment or action to be made or taken hereunder shall be stated to be or become due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, unless otherwise provided in the Credit Agreement, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action. Upon the occurrence and during the continuation of an Event of Default beyond the expiration of any applicable notice or cure period, and at the Administrative Agent’s discretion or upon written demand by the Required Lenders, the Borrower shall pay interest on the entire principal amount of the then outstanding Swing Loans evidenced by this Swing Loan Note at a rate per annum as set forth in Section 4.3 [Interest After Default] of the Credit Agreement. Such interest will accrue before and after any judgment has been entered. Subject to the provisions of the Credit Agreement, payments of both principal and interest shall be made without setoff, counterclaim or other deduction of any nature at the office of the Administrative Agent located at 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000, unless otherwise directed in writing by the holder hereof, in lawful money of the United States of America in immediately available funds. This Swing Loan Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents, including the representations, warranties, covenants covenants, conditions, security interests, if any, and indemnities set forth in this Liens, if any, contained or granted therein. The Credit Agreement By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Head of ECM ACCEPTED as among other things contains provisions for acceleration of the date first above written SCOTIA CAPITAL (USA) INCmaturity hereof upon the happening of certain stated events and also for prepayments, in certain circumstances, on account of principal hereof prior to maturity upon the terms and conditions therein specified. In The Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Swing Loan Note and the Credit Agreement. The Borrower acknowledges and agrees that the Swing Loan Lender may at any time and in its capacity as Sales Agent sole discretion demand payment of all amounts outstanding under this Swing Loan Note without prior notice to the Borrower. This Swing Loan Note shall bind the Borrower and Forward Seller By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director ACCEPTED as its successors and assigns, and the benefits hereof shall inure to the benefit of the date first above written THE BANK OF NOVA SCOTIA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants Swing Loan Lender and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 70 ACCEPTED as of the date first above written SYNOVUS SECURITIES, INCits successors and assigns. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is made All references herein to the Equity Distribution Agreement among Welltower Inc. (“Borrower” and the “Company”), Welltower OP LLC, Swing Loan Lender” shall be deemed to apply to the Sales Agents, the Forward Sellers Borrower and the Forward PurchasersSwing Loan Lender, dated respectively, and their respective successors and assigns as of April 30, 2024 (permitted under the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Credit Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to Swing Loan Note and any other documents delivered in connection herewith and the delivery of this Transaction Notice are satisfied as rights and obligations of the date hereof. [The Company confirms that it has not declared parties hereto and will not declare any dividendthereto shall for all purposes be governed, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, by and includingconstrued and enforced in accordance with, the first Trading Day internal laws of the Forward Hedge Selling Period toCommonwealth of Pennsylvania without giving effect to its conflicts of law principles. All capitalized terms used herein shall, unless otherwise defined herein, have the same meanings given to such terms in the Credit Agreement and including, the last Trading Day Section 1.2 [Construction] of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Credit Agreement [and the related Master Forward Confirmation](4) is true and correct on the date hereof, and that the Prospectus and any applicable Permitted Free Writing Prospectus, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit shall apply to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Effective Date of Delivery of Transaction Notice (determined pursuant to Section 3(c)(ii) of the Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock this Swing Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ [ ]](16) [For any calendar quarter ending after [December 31, 20[ ]: $ [ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per shareNote.

Incorporated. As Forward PurchaserBy: ----------------------------------------------------------- Authorized Signatory For itself and as Representative of the other Underwriters named in Schedule I hereto SCHEDULE I NAME OF UNDERWRITER NUMBER OF PREFERRED SECURITIES ------------------- ------------------------------ Morgan Stanley & Co. Incorporated 1,862,500 Bxxx xx Xxxxxxx Securities LLC 1,862,500 Citigroup Global Markets Inc. 1,862,500 Merrill Lynch, solely Pierce, Fenner & Smith Incorporated 1,862,500 A.X. Xxxxrds & Sons, Inc. 50,000 M.X. Xxxx & Xxmpany 50,000 Blxxxxxx & Partners, L.P. 50,000 Guxxxx & Xompany 50,000 Jaxxxxx Securities LLC 50,000 Thx Xxxxxhi Group, Inc. 50,000 Samuel A. Ramirez & Company, Incorporated 50,000 Raxxxxx Xxxxx & Xxxociates, Inc. 50,000 SuxXxxxx Cxxxxxl Markets, Inc. 50,000 The Williams Capital Group, L.P. 50,000 B.C. Zxxxxxx xnd Company 50,000 ------ TOTAL 8,000,000 SCHEDULE II Initial public offering price per Preferred Security (and purchase price per security to be paid by the several Underwriters): $25 Compensation per Preferred Security to be paid by the Company to the several Underwriters in respect of their commitments: $.7875 Schedule III [Letterhead of TROUTMAN SANDERS LLP] Xxxxxxx __, 2004 Morgan Stanley & Co. Incorporated, as Representative 1585 Broadway, Xxxxxx Xxxxx Xew York, NY 10036 XXXXXXX XXXXX XXXXXXX XXXXX XXX 5-7/8% TRUST PREFERRED SECURITIES Ladies and Gentlemen: We have acted as counsel to Georgia Power Company (the recipient and/or beneficiary "Company") in connection with (i) its formation of certain representationsGeorgia Power Capital Trust VII, warrantiesa Delaware statutory trust (the "Trust"), covenants pursuant to the Amended and indemnities Restated Trust Agreement dated as of January 1, 2004 among the Company and the trustees named therein (the "Trust Agreement"); (ii) the Trust's issuance and sale of 5-7/8% Trust Preferred Securities evidencing approximately a 97% undivided interest in the assets of the Trust (the "Preferred Securities"); (iii) the Trust's issuance and sale of Common Securities evidencing approximately a 3% undivided interest in the assets of the Trust; (iv) the Company's issuance and sale to the Trust of $206,185,575 aggregate principal amount of its Series G 5-7/8% Junior Subordinated Notes due January 15, 2044 (the "Notes") pursuant to a Subordinated Note Indenture dated as of June 1, 1997, by and between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (the "Debt Trustee"), as supplemented by the Fifth Supplemental Indenture dated as of January 23, 2004 (collectively, the "Indenture"); (v) the Agreement as to Expenses and Liabilities dated as of January 1, 2004, between the Company and the Trust (the "Agreement as to Expenses and Liabilities"); and (vi) its issuance of a guarantee (the "Guarantee") of the Preferred Securities pursuant to a Guarantee Agreement dated as of January 1, 2004 (the "Guarantee Agreement") between the Company and JPMorgan Chase Bank, as trustee (the "Guarantee Trustee"). The Preferred Securities are being sold to you today pursuant to the terms of an Underwriting Agreement dated January 15, 2004 (the "Underwriting Agreement"), among the Company, the Trust and the underwriters named in Schedule I thereto (the "Underwriters") for whom you are acting as Representative. This opinion is being delivered to you as Representative pursuant to Section 5(c)(1) of the Underwriting Agreement. All capitalized terms not otherwise defined herein shall have the meanings set forth in this Agreement By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Head of ECM ACCEPTED as of the date first above written SCOTIA CAPITAL (USA) INCUnderwriting Agreement. In its capacity as Sales Agent rendering the opinions expressed below, we have examined the registration statement on Form S-3 (File Nos. 333-105815, 333-105815-01, 333-105815-02, 333-105815-03 and Forward Seller By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director ACCEPTED as of the date first above written THE BANK OF NOVA SCOTIA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 70 ACCEPTED as of the date first above written SYNOVUS SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as of the date first above written TD SECURITIES (USA333-105815-04) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is made to the Equity Distribution Agreement among Welltower Inc. pertainixx xx xxx Xxxfexxxx Xxxxxxxxes xxx xxxxxxx other securities (the “Company”"Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as of April 30, 2024 (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement prospectus of the Company contained in the Equity Distribution Agreement [and the related Master Forward Confirmation](4) is true and correct on Trust dated June 25, 2003 as supplemented by a final prospectus supplement dated January 15, 2004 (the date hereof"Final Supplemented Prospectus"), and that the Prospectus and any applicable Permitted Free Writing Prospectus, including the documents incorporated which pursuant to Form S-3 incorporates by reference therein, as the Annual Report on Form 10-K of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make Company for the statements therein, in light of the circumstances under which they were made, not misleading. Effective Date of Delivery of Transaction Notice (determined pursuant to Section 3(c)(ii) of the Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [fiscal year ended December 31, 20[ ]]: $ [ ]](16) [For any calendar quarter ending after [December 2002, the Quarterly Reports on Form 10-Q of the Company for the quarters ended March 31, 20[ ]: $ [ ]]2003, June 30, 2003 and September 30, 2003 and the Current Reports on Form 8-K of the Company dated February 13, 2003, February 21, 2003, April 10, 2003, September 8, 2003, September 23, 2003, December 2, 2003, December 8, 2003, January 12, 2004 and January 15, 2004 (17) [Term: [Days][Months]](18): Floor Price the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period"Exchange Act"). In addition, we have examined, and in no event less than $1.00 per share): $ per sharehave relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Preferred Securities and the Notes, of which we have examined specimens), and we have made such other and further investigations as we deemed necessary to express the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. The Trust Agreement, the Indenture, the Guarantee Agreement and the Underwriting Agreement are herein referred to collectively as the "Agreements". Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion, relying as to matters of New York law upon the opinion dated the date hereof rendered to you by Dewey Ballantine LLP and relying as to matters of Delaware law upon the xxxxxxx xxxxx xhe date hereof rendered to you by Richards, Layton & Finger, P.A., that:

Incorporated. As Forward Purchaser, solely as Acting on behalf of itself and the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth xxxxx Uxxxxxxxters named in this Agreement Schedule I hereto By: /s/ Xxxxx Xxxxxx NameMorgan Stanley & Co. Incorporated By: Xxxxx Xxxxxx Title---------------------- Xxxx: Co-Head Xxxle: SCHEDULE I NUMBER OF FIRM SHARES TO BE UNDERWRITER PURCHASED Morgan Stanley & Co. Incorporated 5,900,000 Xxxx Xxson Wood Walker, Incorporated 00,000 --------- Total 6,000,000 ========= SCHEDULE II Hugh M. Durden John S. Lord Winfred L. Thornton EXHIBIT A February 10, 2004 Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Dexx Xxxs xxx Xxsdames: Thx xxxxxxxxxxx xxxxxxxxxxx xxxx Xorgan Stanley & Co. Incorporated and Legg Mason Wood Walker, Incorporxxxx (txx "XXXERWRITERS") propose to exxxx xxxx xx Xxdxxxxxxing Agreement (the "UNDERWRITING AGREEMENT") with The St. Joe Company, a Florida corporation (the "COMPANY"), and Alfred I. duPoxx Testamentary Trust (the "TRUST"), providing for the pxxxxx xxxxxxxx (the "PUBLIC OFFERING") by the Underwriters of ECM ACCEPTED as 6,000,000 shares (the "SHARES") of the date first above written SCOTIA CAPITAL (USA) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director ACCEPTED as Common Stock, no par value, of the date first above Company (the "COMMON STOCK"). To induce the Underwriters that may participate in the Public Offering to continue its effort in connection with the Public Offering, the undersigned hereby agrees that, without the prior written THE BANK OF NOVA SCOTIA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 70 ACCEPTED as consent of the date first above written SYNOVUS SECURITIESUnderwriters, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaserit will not, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is made to the Equity Distribution Agreement among Welltower Inc. (the “Company”), Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as of April 30, 2024 (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, commencing on the first Trading Day date of the Forward Hedge Selling Period to, Underwriting Agreement and including, ending 90 days after the last Trading Day date of the Forward Hedge Selling Period.](3final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) The Company represents and warrants offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that each representationtransfers to another, warrantyin whole or in part, covenant and other agreement any of the Company contained economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the Equity Distribution Agreement [completion of the Public Offering, (b) shares of Common Stock sold pursuant to a written plan contemplated by rule 10b5-1(c)(A)(3) under the Securities Exchange Act of 1934 (the "EXCHANGE ACT") that was entered into by the undersigned prior to the date hereof and disclosed in writing to the related Master Forward Confirmation](4) is true and correct on Underwriters prior to the date hereof, (c) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts, (d) transfers by the undersigned of shares of Common Stock to the Company to (i) pay the exercise price for Common Stock to be issued to the undersigned upon the exercise of vested options to purchase Common Stock and/or (ii) satisfy any tax liability due upon the exercise of such vested options to purchase Common Stock or the vesting of restricted stock, and (e) transfers to a Section 501(c)(3) charity by the undersigned and [ ] of up to an aggregate of 10,000 shares of Common Stock or any security convertible into Common Stock; provided, that in the Prospectus and case of any applicable Permitted Free Writing Prospectus, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Effective Date of Delivery of Transaction Notice (determined transfer pursuant to clause (d), any shares of Common Stock received upon the exercise of such vested options will be subject to the foregoing sentence; provided, further, that in the case of any transfer pursuant to clause (c), (i) each donee shall execute and deliver to the Underwriters a duplicate form of this Lock-Up Agreement and (ii) no filing by any party (donor, donee, transferor or transferee) under Section 3(c)(ii16(a) of the Equity Distribution Exchange Act, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90 day period referred to above). In addition, the undersigned agrees that, without the prior written consent of the Underwriters, it will not, during the period commencing on the date of the Underwriting Agreement and ending 90 days after the date of the final prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the undersigned's shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement): Number , the terms of Days which are subject to negotiation between the Company and the Underwriters. Very truly yours, ------------------------------------ (Name) ------------------------------------ (Address) EXHIBIT B February 10, 2004 Morgan Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Dexx Xxxs xxx Xxsdames: Thx xxxxxxxxxxx xxxxxxxxxxx xxxx Xorgan Stanley & Co. Incorporated and Legg Mason Wood Walker, Incorporxxxx (txx "XXXERWRITERS") propose to exxxx xxxx xx Xxdxxxxxxing Agreement (the "UNDERWRITING AGREEMENT") with The St. Joe Company, a Florida corporation (the "COMPANY"), and Alfred I. duPoxx Testamentary Trust (the "TRUST"), providing for the pxxxxx xxxxxxxx (the "PUBLIC OFFERING") by the Underwriters, of 6,000,000 shares (the "SHARES") of the Common Stock, no par value, of the Company (the "COMMON STOCK"). To induce the Underwriters that may participate in [Issuance](5the Public Offering to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriters, it will not, during the period commencing on the date of the Underwriting Agreement and ending 90 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) [Forward Hedge](6offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) Selling Period: First Date enter into any swap or other arrangement that transfers to another, in whole or in part, any of [Issuance](7the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) [Forward Hedge](8or (2) Selling Period: [Issuance](9above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) [Forward Hedge](10transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (b) Amount: $ [Forward Hedge Selling Commission Rate: %]shares of Common Stock sold pursuant to a written plan contemplated by rule 10b5-1(c)(A)(3) under the Securities Exchange Act of 1934 (11the "EXCHANGE ACT") [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or that was entered into by the undersigned prior to [December 31the date hereof and disclosed in writing to the Underwriters prior to the date hereof and (c) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or gifts; provided that in the case of any transfer pursuant to clause (c), 20[ ]]: $ [ ]](16i) [For each donee shall execute and deliver to the Underwriters a duplicate form of this Lock-Up Agreement and (ii) no filing by any calendar quarter ending party (donor, donee, transferor or transferee) under Section 16(a) of the Exchange Act, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after [December 31the expiration of the 90 day period referred to above). In addition, 20[ ]: $ [ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company the undersigned agrees that, without the prior written consent of the Underwriters, it will not, during the [Issuance](19period commencing on the date of the Underwriting Agreement and ending 90 days after the date of the final prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the undersigned's shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. Very truly yours, ------------------------------------ (Name) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per share------------------------------------ (Address)

Incorporated. As Forward PurchaserBy: -------------------- Name: -------------------- Title: -------------------- DEAN WITTER REYNOLDS INC. (xxx xxxxxxxx of this Addendum) By: -------------------- Name: -------------------- Title: -------------------- EXHIBIT 10.10 FORM OF AMENDED AND RESTATED ESCROW AGREEMENT *, solely 2000 The Chase Manhattan Bank 450 W. 33rd Street, 15th Floor Nex Xxxx, Xxx Xxxx 00000 Xxtn: Mx. Xxxx Xxxxxxxx Xx: Xxxxxx Xxxxxxx Xxxx Xxxxxx Xharter Sxxxxx Xxcrow Accounx Xxxtxxxxx: In accordance with arrangements made by Demeter Management Corporation, a Delaware corporation (the "General Partner"), on behalf of Morgan Stanley Dean Witter Charter Graham L.P. ("Charter Graham"), Xxxxax Xxxxxxx Xxxx Xxxxer Chartex Xxxxxxxx L.P. ("Charxxx Xxllbuxx"), Mxxxxx Xxxxxxx Xxxx Witter Charter Welton L.P. ("Charter Welton"), xxx Mxxxxx Xxxxxxx Xxxx Witter Chxxxxx XXXXX ("Charter XXXXX"; togethxx xxxh Xxxxxxx Xxxxxx, Xxarter Millburn, and Charter Welton, the "Partnerships" xxx xxdividually, a "Partnership"), anx Xxxx Witter Reynolds Inc., the selling agent for the Partnerships (xxx "Xxxxxxxxx"; xhe Partnerships and the Depositor being herein sometimes collectively referred to as the recipient and/or beneficiary "Parties" and, individually, as a "Party"), the Depositor shall: (i) deliver to you, as Escrow Agent, all subscription funds (by the direct transfer of certain representationsimmediately available funds into a non-interest-bearing escrow account established by you for the Partnerships, warrantiesfor investment in your interest-bearing money market account) received by the Depositor from each subscriber ("Subscriber" or, covenants collectively, the "Subscribers") during each Partnership's "Continuing Offering" (as described in the Partnerships' Prospectus, as the same may be updated, supplemented, and indemnities set forth amended from time to time (the "Prospectus")), in this Agreement By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Head connection with the offering to the public of ECM ACCEPTED as units of limited partnership interest of the date first above written SCOTIA CAPITAL Partnerships (USAthe "Units"); and (ii) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director ACCEPTED as of the date first above written THE BANK OF NOVA SCOTIA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 70 ACCEPTED as of the date first above written SYNOVUS SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is made promptly transmit to the Equity Distribution Agreement among Welltower Inc. (General Partner a complete report of all funds deposited with you during the “Company”)Continuing Offering of each Partnership. Except as otherwise determined herein, Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as of April 30, 2024 (the “Equity Distribution Agreement”). Capitalized all capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them Agreement are defined in the Equity Distribution AgreementProspectus. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied You, as of the date hereof. [The Company confirms that it has not declared and will not declare Escrow Agent, shall hold such subscription funds, together with any dividendadditions, substitutions, or caused other financial instruments in which such funds may be invested or cause there for which such funds may be exchanged (collectively referred to be any distributionherein as the "Fund"), on IN ESCROW upon the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Agreement [and the related Master Forward Confirmation](4) is true and correct on the date hereof, and that the Prospectus and any applicable Permitted Free Writing Prospectus, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Effective Date of Delivery of Transaction Notice (determined pursuant to Section 3(c)(ii) of the Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ [ ]](16) [For any calendar quarter ending after [December 31, 20[ ]: $ [ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per sharefollowing terms:

Incorporated. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first above written BOFA SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written BANK OF AMERICA, N.A. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director ACCEPTED as of the date first above written BMO CAPITAL MARKETS CORP. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Associate Director, Payment & Securities Operations ACCEPTED as of the date first above written BANK OF MONTREAL As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Manager ACCEPTED as of the date first above written BNP PARIBAS SECURITIES CORP. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Managing Director ACCEPTED as of the date first above written BNP PARIBAS As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxx XxXxxxxx Name: Xxxxxx XxXxxxxx Title: Managing Director ACCEPTED as of the date first above written BNY MELLON CAPITAL MARKETS, LLC In its capacity as Sales Agent and Forward Seller By: /s/ JC Mas Name: XX Xxx Title: Managing Director By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE BANK OF NEW YORK MELLON As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ JC Mas Name: XX Xxx Title: Managing Director By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director ACCEPTED as of the date first above written BOK FINANCIAL SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: AVP ACCEPTED as of the date first above written BARCLAYS CAPITAL INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first above written BARCLAYS BANK PLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first above written CAPITAL ONE SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director ACCEPTED as of the date first above written CITIGROUP GLOBAL MARKETS INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ACCEPTED as of the date first above written CITIBANK, N.A. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ACCEPTED as of the date first above written COMERICA SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Managing Director ACCEPTED as of the date first above written CREDIT AGRICOLE SECURITIES (USA) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx-Xxxx Xxxxxx Name: Xxxx-Xxxx Xxxxxx Title: Managing Director Head of Investment Banking By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director ACCEPTED as of the date first above written CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: CREDIT AGRICOLE SECURITIES (USA) INC., AS AGENT By: /s/ Xxxx-Xxxx Xxxxxx Name: Xxxx-Xxxx Xxxxxx Title: Managing Director Head of Investment Banking By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director ACCEPTED as of the date first above written DEUTSCHE BANK SECURITIES INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director ACCEPTED as of the date first above written DEUTSCHE BANK AG, LONDON BRANCH As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: DEUTSCHE BANK SECURITIES INC., AS AGENT By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director ACCEPTED as of the date first above written FIFTH THIRD SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxxxxxxx Xxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxx Title: Managing Director, ECM, SVP ACCEPTED as of the date first above written XXXXXXX XXXXX & CO. LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director ACCEPTED as of the date first above written XXXXXXX XXXXX & CO. LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director ACCEPTED as of the date first above written XXXXXXXXX LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxx, Xx. Title: Managing Director ACCEPTED as of the date first above written XXXXXXXXX LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxx, Xx. Title: Managing Director ACCEPTED as of the date first above written JMP SECURITIES LLC In its capacity as Sales Agent By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director ACCEPTED as of the date first above written X.X. XXXXXX SECURITIES LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Director ACCEPTED as of the date first above written JPMORGAN CHASE BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Director ACCEPTED as of the date first above written KEYBANC CAPITAL MARKETS INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director, Equity Capital Markets ACCEPTED as of the date first above written KEYBANC CAPITAL MARKETS INC. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CoManaging Director, Equity Capital Markets ACCEPTED as of the date first above written LOOP CAPITAL MARKETS LLC In its capacity as Sales Agent By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Partner ACCEPTED as of the date first above written MIZUHO SECURITIES USA LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxx Xxxxxx-Head Xxxxx Name: Xxxxx Xxxxxx-Xxxxx Title: Managing Director ACCEPTED as of the date first above written MIZUHO MARKETS AMERICAS LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Authorized Signatory ACCEPTED as of the date first above written XXXXXX XXXXXXX & CO. LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXXX XXXXXXX & CO. LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written MUFG SECURITIES AMERICAS INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director ACCEPTED as of the date first above written MUFG SECURITIES EMEA PLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Authorised Signatory ACCEPTED as of the date first above written REGIONS SECURITIES LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director - ECM ACCEPTED as of the date first above written REGIONS SECURITIES LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Managing Director - ECM ACCEPTED as of the date first above written RBC CAPITAL MARKETS, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first above written ROYAL BANK OF CANADA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director ACCEPTED as of the date first above written SCOTIA CAPITAL (USA) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Xxxxxx Name: Xxx Xxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first above written THE BANK OF NOVA SCOTIA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Title: Managing Director 70 Director, Head of US FICC ACCEPTED as of the date first above written SYNOVUS SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is made to the Equity Distribution Agreement among Welltower Inc. (the “Company”), Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as of April 30May 3, 2024 2023 (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Agreement [and the related Master Forward Confirmation](4) is true and correct on the date hereof, and that the Prospectus and any applicable Permitted Free Writing Prospectus, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Effective Date of Delivery of Transaction Notice (determined pursuant to Section 3(c)(ii) of the Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ $[ ]](16) [For any calendar quarter ending after [December 31, 20[ ]: $ $[ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per share

Incorporated. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxxxxxx Xxxxxx Title: Co-Head of ECM Managing Director ACCEPTED as of the date first above written SCOTIA CAPITAL (USA) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Xxxxxx Name: Xxx Xxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first above written THE BANK OF NOVA SCOTIA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Title: Managing Director 70 MD, Head of US FICC ACCEPTED as of the date first above written SYNOVUS SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Xxxxxx Xxxxxx Name: Xxx Xxxxx Xxxxxx Xxxxxx Title: Investment Banker Analyst 75 ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxx Xxxxxxx Name: Xxxxxxxx Xxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 76 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 77 ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is made to the Equity Distribution Agreement among Welltower Inc. (the “Company”), Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as of April 30August 1, 2024 2023 (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Agreement [and the related Master Forward Confirmation](4) is true and correct on the date hereof, and that the Prospectus and any applicable Permitted Free Writing Prospectus, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Effective Date of Delivery of Transaction Notice (determined pursuant to Section 3(c)(ii) of the Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ [ ]](16) [For any calendar quarter ending after [December 31, 20[ ]: $ [ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per share

Incorporated. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement Byby: /s/ Xxxxx Xxxxxx --------------------------------------- Name: Xxxxx Xxxxxx Title: CoANNEX A ------- Australia Austria Belgium Brazil Canada Germany Ireland Israel Italy Mexico The Netherlands New Zealand Norway Singapore Spain Sweden Switzerland United Kingdom EXHIBIT A [FORM OF LOCK-Head of ECM ACCEPTED UP LETTER] ____________, 2000 Xxxxxx Xxxxxxx & Co. Incorporated c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Dear Sirs and Mesdames: The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") proposes to enter into a Dealer Manager Agreement (the "Dealer Manager Agreement") with General Motors Corporation, a Delaware corporation (the "Company"), in connection with the Company's proposed tender offer (such tender offer, as it may be amended and supplemented, the "Exchange Offer") for the outstanding shares of the date first above written SCOTIA CAPITAL Company's $1-2/3 Common Stock, par value $1-2/3 per share (USA) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director ACCEPTED as the "$1-2/3 Par Value Common Stock"), in exchange for shares of the date first above written THE BANK OF NOVA SCOTIA As Forward PurchaserCompany's Class H Common Stock, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 70 ACCEPTED as of the date first above written SYNOVUS SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is made to the Equity Distribution Agreement among Welltower Inc. par value $.010 per share (the “Company”), Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as of April 30, 2024 (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2"Exchange Shares"). The Company confirms that all conditions to undersigned hereby agrees that, without the delivery prior written consent of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that Xxxxxx Xxxxxxx, which consent shall not be unreasonably withheld, he, she or it has not declared and will not declare any dividendnot, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, commencing on the date hereof and including, ending 90 days after the first Trading Day date of the Forward Hedge Selling Period to, and including, the last Trading Day expiration of the Forward Hedge Selling Period.](3Exchange Offer (the "Expiration Date") or such earlier date as the Exchange Offer may be abandoned, terminated or withdrawn, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class H Common Stock or any securities convertible into or exercisable or exchangeable for Class H Common Stock, provided that this provision (1) shall not apply to shares of the $1-2/3 Par Value Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Class H Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Class H Common Stock or such other securities, in cash or otherwise. The Company represents foregoing sentence shall not apply to (a) the transfer of shares of Class H Common Stock pursuant to the Exchange Offer; (b) transactions relating to shares of Class H Common Stock or other securities acquired in open market transactions after the expiration of the Exchange Offer and warrants that each representation, warranty, covenant and other agreement (c) transactions involving any securities of the Company contained in other than Class H Common Stock, including, but not limited to, shares of $1-2/3 Par Value Common Stock. In addition, the Equity Distribution Agreement [and undersigned agrees that, without the related Master Forward Confirmation](4) is true and correct prior written consent of the Dealer Manager, it will not, during the period commencing on the date hereofhereof and ending 90 days after the Expiration Date or such earlier date as the Exchange Offer may be abandoned, and that terminated or withdrawn, make any demand for or exercise any right with respect to, the Prospectus and registration of any applicable Permitted Free Writing Prospectusshares of Class H Common Stock or any security convertible into or exercisable or exchangeable for Class H Common Stock. Whether or not the Exchange Offer actually occurs depends on a number of factors, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmarket conditions. Effective Date of Delivery of Transaction Notice (determined Any Exchange Offer will only be made pursuant to Section 3(c)(iia Dealer Manager Agreement, the terms of which are subject to negotiation between the Company and the Dealer Manager. Very truly yours, (Name) of the Equity Distribution Agreement): Number of Days in [Issuance](5(Address) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ [ ]](16) [For any calendar quarter ending after [December 31, 20[ ]: $ [ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per shareEXHIBIT A-1 -----------

Incorporated. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxxxxxxxx Xxxxxx Name: Xxxxx Xxxxxxxxxxx Xxxxxx Title: Co-Head of ECM Managing Director 69 ACCEPTED as of the date first above written SCOTIA CAPITAL (USA) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Xxxxxx Name: Xxx Xxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first above written THE BANK OF NOVA SCOTIA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 70 ACCEPTED as of the date first above written SYNOVUS SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxx Xxxxxxx Name: Xxxxxxxx Xxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxxx Xxxxxxx X. Xxxx Xxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is made to the Equity Distribution Agreement among Welltower Inc. (the “Company”), Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as of April 30February 15, 2024 (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Agreement [and the related Master Forward Confirmation](4) is true and correct on the date hereof, and that the Prospectus and any applicable Permitted Free Writing Prospectus, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Effective Date of Delivery of Transaction Notice (determined pursuant to Section 3(c)(ii) of the Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] $](15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ $[ ]](16) [For any calendar quarter ending after [December 31, 20[ ]: $ $[ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per share

Incorporated. As Forward PurchaserWarburg Dillon Read LLC ---------- Total Firm Shares.................................................................... 12,850,000 ========== SCHEDULE II SELLING SHAREHOLDERS NUMBER OF SELLING SHAREHOLDER SHARES SOLD Madison Dearborn Capital Partners II, solely as L.P. 2,000,000 Frontenac VII Limited Partnership 809,524 Frontenac Masters VII Limited Partnership 40,476 --------- Total............................................................................... 2,850,000 ========= EXHIBIT A-1 [FORM OF LOCK-UP LETTER] ____________, 1999 Saloxxx Xxxxx Xxxnxx Xxxxxxx, Xxchx & Xo. Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation Morgxx Xxxnxxx & Xo. Incorporated Warburg Dillon Read LLC c/o Saloxxx Xxxxx Xxxnxx Xxx. 388 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Sirs and Mesdames: The undersigned understands that Saloxxx Xxxxx Xxxney Inc. and Goldxxx, Xxchx & Xo. (together, the recipient and/or beneficiary "Representatives") propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with Allegiance Telecom, Inc., a Delaware corporation (the "COMPANY"), and certain selling shareholders providing for the public offering (the "PUBLIC OFFERING") by the several Underwriters, including the Representatives (the "UNDERWRITERS"), of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Head of ECM ACCEPTED as shares (the "SHARES") of the Common Stock, par value $.01 per share of the Company (the "COMMON STOCK"). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period commencing on the date first hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above written SCOTIA CAPITAL is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (USAa) INCtransactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, (b) any transfer for estate planning purposes of shares of Common Stock (i) to a trust or partnership for the benefit of such transferor or such transferor's parents, siblings, spouse, descendants (whether or not adopted) or stepchildren (collectively, the "Family Group") or (ii) by gift, will or intestate succession to such transferor's Family Group or (c) transfers of not more than an aggregate of 20% of the undersigned's shares of Common Stock for the purpose of making a charitable contribution to a not-for-profit organization; provided, that, with respect to any transfers pursuant to clauses (b) or (c), as a condition precedent to such transfer, the transferee of any such transfer, or the trustee or legal guardian on behalf of any such transferee, duly executes and delivers this Agreement. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director ACCEPTED as addition, the undersigned agrees that, without the prior written consent of the date first above written THE BANK OF NOVA SCOTIA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 70 ACCEPTED as Representatives on behalf of the Underwriters, it will not, during the period commencing on the date first above written SYNOVUS SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock that would result in a registration statement relating to such Common Stock or security being filed prior to the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as 90 days after the date of the date first above written THE TORONTO-DOMINION BANK As Forward PurchaserProspectus. Whether or not the Public Offering actually occurs depends on a number of factors, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INCincluding market conditions. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is Any Public Offering will only be made pursuant to the Equity Distribution Agreement among Welltower Inc. (the “Company”), Welltower OP LLCan Underwriting Agreement, the Sales Agents, terms of which are subject to negotiation between the Forward Sellers and the Forward PurchasersUnderwriters. Very truly yours, dated as of April 30, 2024 ----------------------------------------- (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1Name) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex----------------------------------------- (Address) EXHIBIT A-2 LIST OF PARTIES SUBJECT TO LOCK-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Agreement [and the related Master Forward Confirmation](4) is true and correct on the date hereof, and that the Prospectus and any applicable Permitted Free Writing Prospectus, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Effective Date of Delivery of Transaction Notice (determined pursuant to Section 3(c)(ii) of the Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ [ ]](16) [For any calendar quarter ending after [December 31, 20[ ]: $ [ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per shareUP LETTER

Incorporated. In its capacity as Sales Agent By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first above written BARCLAYS CAPITAL INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Managing Director ACCEPTED as of the date first above written BARCLAYS BANK PLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Managing Director ACCEPTED as of the date first above written BMO CAPITAL MARKETS CORP. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Manager, Derivatives Operations ACCEPTED as of the date first above written THE BANK OF MONTREAL As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Director, Derivatives Operations ACCEPTED as of the date first above written BNP PARIBAS SECURITIES CORP. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director ACCEPTED as of the date first above written BNP PARIBAS As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Managing Director ACCEPTED as of the date first above written BNY MELLON CAPITAL MARKETS, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: CAO & President ACCEPTED as of the date first above written THE BANK OF NEW YORK MELLON As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Director ACCEPTED as of the date first above written BOFA SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx X. Xxxxxxx III Name: Xxxx X. Xxxxxxx III Title: Vice Chairman, Healthcare Group ACCEPTED as of the date first above written BANK OF AMERICA, N.A. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director ACCEPTED as of the date first above written BOK FINANCIAL SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Senior Vice President ACCEPTED as of the date first above written CREDIT AGRICOLE SECURITIES (USA) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx-Xxxx Xxxxxx Name: Xxxx-Xxxx Xxxxxx Title: MD and Co-Head GIB Americas ACCEPTED as of the date first above written CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK c/o CREDIT AGRICOLE SECURITIES (USA) INC., AS AGENT As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx-Xxxx Xxxxxx Name: Xxxx-Xxxx Xxxxxx Title: MD and Co-Head GIB Americas ACCEPTED as of the date first above written CAPITAL ONE SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director ACCEPTED as of the date first above written CITIGROUP GLOBAL MARKETS INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President ACCEPTED as of the date first above written CITIBANK, N.A. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory ACCEPTED as of the date first above written COMERICA SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written DEUTSCHE BANK SECURITIES INC. In its capacity as Sales Agent and Forward Seller By: /s/ Samir Xxx-Xxxxxx Name: Samir Xxx-Xxxxxx Title: Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director ACCEPTED as of the date first above written DEUTSCHE BANK AG, LONDON BRANCH As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director ACCEPTED as of the date first above written FIFTH THIRD SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxxxxxxx Xxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxx Title: Managing Director, ECM ACCEPTED as of the date first above written XXXXXXX SACHS & CO. LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director ACCEPTED as of the date first above written XXXXXXX XXXXX & CO. LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director ACCEPTED as of the date first above written XXXXXXX XXXXXXX INVESTMENTS SERVICES, INC. In its capacity as Sales Agent By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Chief Compliance Officer ACCEPTED as of the date first above written XXXXXXXXX LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXXXXXX LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first above written X.X. XXXXXX SECURITIES LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director ACCEPTED as of the date first above written JPMORGAN CHASE BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director ACCEPTED as of the date first above written KEYBANC CAPITAL MARKETS INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx Hodermarksy Name: Xxxx Hodermarksy Title: Managing Director ACCEPTED as of the date first above written KEYBANC CAPITAL MARKETS INC. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Hodermarksy Name: Xxxx Hodermarksy Title: Managing Director ACCEPTED as of the date first above written LOOP CAPITAL MARKETS LLC In its capacity as Sales Agent By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Partner ACCEPTED as of the date first above written MIZUHO SECURITIES USA LLC In its capacity as Sales Agent and Forward Seller By: /s/ X.X. Xxxxxxx Name: X.X. Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written MIZUHO MARKETS AMERICAS LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory ACCEPTED as of the date first above written XXXXXX XXXXXXX & CO. LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Director ACCEPTED as of the date first above written XXXXXX XXXXXXX & CO. LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Executive Director ACCEPTED as of the date first above written MUFG SECURITIES AMERICAS INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director ACCEPTED as of the date first above written MUFG SECURITIES EMEA PLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorised Signatory RBC CAPITAL MARKETS, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: MD, RE ACCEPTED as of the date first above written ROYAL BANK OF CANADA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Title: Co-Head Managing Director ACCEPTED as of ECM the date first above written REGIONS SECURITIES LLC In its capacity as Sales Agent By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director ACCEPTED as of the date first above written SCOTIA CAPITAL (USA) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Xxxxxxx Xxxxx Name: Xxx Xxxx Xxxxxxx Xxxxx Title: Managing Director Head of Global Banging & Markets, U.S. ACCEPTED as of the date first above written THE BANK OF NOVA SCOTIA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Head of Global Banging & Markets, U.S. ACCEPTED as of the date first above written SMBC NIKKO SECURITIES AMERICA, INC. In its capacity as Sales Agent By: /s/ Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXXX, XXXXXXXX & COMPANY, INCORPORATED In its capacity as Sales Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxxxxx Xxxx X. Xxxxxxx Title: Managing Director 70 ACCEPTED as of the date first above written SYNOVUS SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxxx Xxxxx Name: Xxx Xxxxxx Xxxxx Title: Investment Banker Vice President ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxx Xxxxxxx Name: Xxxxxxxx Xxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxxx Xxxxxxx X. Xxxx Xxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxx Name: Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] , 20 [Bank Name] [Address] Attention: [ ] (facsimile number: [ ]) Email: [ ] Reference is made to the Amended and Restated Equity Distribution Agreement among Welltower Inc. (the “Company”), Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as of April July 30, 2024 2021 (the “A&R Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the A&R Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the A&R Equity Distribution Agreement [and the related Master Forward Confirmation](4) is true and correct on the date hereof, and that the Prospectus and any applicable Permitted Free Writing Prospectus, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Effective Date of Delivery of Transaction Notice (determined pursuant to Section 3(c)(ii) of the A&R Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ [ ]](16) [] For any calendar quarter ending after [December 31, 20[ ]]: $ [ ]](1710) [Term: [Days][Months]](18Days][Months]](11): Floor Price (Adjustable by Company during the [Issuance](19Issuance](12) [Forward Hedge](20Hedge](13) Selling Period, and in no event less than $1.00 per share): $ per share

Incorporated. In its capacity as Sales Agent By: /s/ Xxxxxxxxxxx Xxxxxx Name: Xxxxxxxxxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first above written BOFA SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx X. Xxxxxxx III Name: Xxxx X. Xxxxxxx III Title: Vice Chairman – Healthcare Group ACCEPTED as of the date first above written BANK OF AMERICA, N.A. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx X. Xxxxxxx III Name: Xxxx X. Xxxxxxx III Title: Vice Chairman – Healthcare Group ACCEPTED as of the date first above written BMO CAPITAL MARKETS CORP. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Manager, Derivatives Operations ACCEPTED as of the date first above written THE BANK OF MONTREAL As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Director, Derivatives Operations ACCEPTED as of the date first above written BNY MELLON CAPITAL MARKETS, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director By: /s/ JC Mas Name: JC Mas Title: Director ACCEPTED as of the date first above written THE BANK OF NEW YORK MELLON As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Director ACCEPTED as of the date first above written BOK FINANCIAL SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Assistant Vice President [Signature Page to Equity Distribution Agreement] ACCEPTED as of the date first above written BARCLAYS CAPITAL INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Managing Director ACCEPTED as of the date first above written BARCLAYS BANK PLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Managing Director ACCEPTED as of the date first above written CITIGROUP GLOBAL MARKETS INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President ACCEPTED as of the date first above written CITIBANK, N.A. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory [Signature Page to Equity Distribution Agreement] ACCEPTED as of the date first above written COMERICA SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director [Signature Page to Equity Distribution Agreement] ACCEPTED as of the date first above written CREDIT AGRICOLE SECURITIES (USA) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx X. Bel Name: Xxxx X. Bel Title: Managing Director ACCEPTED as of the date first above written CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK c/o CREDIT AGRICOLE SECURITIES (USA) INC., AS AGENT As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx X. Bel Name: Xxxx X. Bel Title: Managing Director ACCEPTED as of the date first above written DEUTSCHE BANK SECURITIES INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written DEUTSCHE BANK AG, LONDON BRANCH As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director [Signature Page to Equity Distribution Agreement] ACCEPTED as of the date first above written FIFTH THIRD SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxx Title: Managing Director, ECM [Signature Page to Equity Distribution Agreement] ACCEPTED as of the date first above written XXXXXXX SACHS & CO. LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director ACCEPTED as of the date first above written XXXXXXX XXXXX & CO. LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director [Signature Page to Equity Distribution Agreement] ACCEPTED as of the date first above written XXXXXXXXX LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXXXXXX LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director [Signature Page to Equity Distribution Agreement] ACCEPTED as of the date first above written X.X. XXXXXX SECURITIES LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director ACCEPTED as of the date first above written JPMORGAN CHASE BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxx Name: Xxxxxxxxx Xxxxxx Title: Executive Director [Signature Page to Equity Distribution Agreement] ACCEPTED as of the date first above written KEYBANC CAPITAL MARKETS INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Managing Director, Equity Capital Markets ACCEPTED as of the date first above written KEYBANC CAPITAL MARKETS INC. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Managing Director, Equity Capital Markets [Signature Page to Equity Distribution Agreement] ACCEPTED as of the date first above written LOOP CAPITAL MARKETS LLC In its capacity as Sales Agent By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Partner ACCEPTED as of the date first above written MIZUHO SECURITIES USA LLC In its capacity as Sales Agent and Forward Seller By: /s/ X.X. Xxxxxxx Name: X.X. Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written MIZUHO MARKETS AMERICAS LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Authorized Signatory ACCEPTED as of the date first above written XXXXXX XXXXXXX & CO. LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Vice President ACCEPTED as of the date first above written XXXXXX XXXXXXX & CO. LLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Vice President ACCEPTED as of the date first above written MUFG SECURITIES AMERICAS INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director ACCEPTED as of the date first above written MUFG SECURITIES EMEA PLC As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Authorized Signatory ACCEPTED as of the date first above written XXXXXXX XXXXX & ASSOCIATES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Co-Head of Real Estate Investment Banking ACCEPTED as of the date first above written XXXXXXX XXXXX & ASSOCIATES, INC. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Co-Head of Real Estate Investment Banking ACCEPTED as of the date first above written RBC CAPITAL MARKETS, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director ACCEPTED as of the date first above written ROYAL BANK OF CANADA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxxx Xxxx Name: Xxxxx Xxxxxx Xxxx Title: Co-Head of ECM Director ACCEPTED as of the date first above written SCOTIA CAPITAL (USA) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Xxxxxxx Xxxxx Name: Xxx Xxxx Xxxxxxx Xxxxx Title: Managing Director Head of Global Banking & Markets, U.S. ACCEPTED as of the date first above written THE BANK OF NOVA SCOTIA As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Title: Managing Director 70 Head of Global Banking & Markets, U.S. ACCEPTED as of the date first above written SYNOVUS SECURITIESSMBC NIKKO SECURITIES AMERICA, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Xxxxxxxx Xxxxxxxxxxx Name: Xxx Xxxxx Xxxxxxxx Xxxxxxxxxxx Title: Investment Banker Managing Director ACCEPTED as of the date first above written XXXXXX, XXXXXXXX & COMPANY, INCORPORATED In its capacity as Sales Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxxx Xxxxxxx X. Xxxx Xxxxx Title: Managing Director ACCEPTED as of the date first above written UBS SECURITIES LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxx XxXxx Name: Xxx XxXxx Title: Managing Director By: /s/ Xxxxx X-Xxxxx Name: Xxx XxXxx Title: Executive Director ACCEPTED as of the date first above written UBS AG, LONDON BRANCH As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xx Name: Xxxxxxxxx Xx Title: Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxx Name: Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] , 20 [Bank Name] [Address] Attention: [ ] (facsimile number: [ ]) Email: [ ] Reference is made to the Equity Distribution Agreement among Welltower Inc. (the “Company”), Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as of April 30May 4, 2024 2021 (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Agreement [and the related Master Forward Confirmation](4) is true and correct on the date hereof, and that the Prospectus and any applicable Permitted Free Writing Prospectus, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Effective Date of Delivery of Transaction Notice (determined pursuant to Section 3(c)(ii) of the Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ [ ]](16) [] For any calendar quarter ending after [December 31, 20[ ]]: $ [ ]](1710) [Term: [Days][Months]](18Days][Months]](11): Floor Price (Adjustable by Company during the [Issuance](19Issuance](12) [Forward Hedge](20Hedge](13) Selling Period, and in no event less than $1.00 per share): $ per share

Incorporated. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxxx ------------------------------ Name: Xxxxx Xxxxxx Title: CoSCHEDULE I NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED Xxxxxx Xxxxxxx & Co. Incorporated . . . . . . . . 2,090,000 Xxxx Xxxxx Xxxx Xxxxxx, Incorporated. . . . . . . 10,000 Total:. . . . . . . . . . . . . . . . . 2,100,000 EXHIBIT A [FORM OF LOCK-Head of ECM ACCEPTED as UP LETTER] August __, 2003 Xxxxxx Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Dear Sirs and Mesdames: The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") with Amli Residential Properties Trust, a real estate investment trust under the laws of the date first above written SCOTIA CAPITAL State of Maryland (USAthe "Company"), providing for the public offering (the "Public Offering") INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director ACCEPTED as by Xxxxxx Xxxxxxx of ___ shares (the "Shares") of the date first above written THE BANK OF NOVA SCOTIA As Forward PurchaserCommon Shares of Beneficial Interest, solely as the recipient and/or beneficiary of certain representationspar value $0.01 per share, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 70 ACCEPTED as of the date first above written SYNOVUS SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is made to the Equity Distribution Agreement among Welltower Inc. Company (the “Company”"Common Shares"), Welltower OP LLC. To induce Xxxxxx Xxxxxxx to continue their efforts in connection with the Public Offering, the Sales Agentsundersigned hereby agrees that, without the Forward Sellers and the Forward Purchasersprior written consent of Xxxxxx Xxxxxxx, dated as of April 30it will not, 2024 (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Agreement [and the related Master Forward Confirmation](4) is true and correct commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to Xxxxxx Xxxxxxx pursuant to the Underwriting Agreement; (b) transactions relating to Common Shares or other securities acquired in open market transactions after the completion of the Public Offering; or (c) exercise of options issued to employees under the AMLI Residential Properties Option Plan pursuant to the cashless exercise feature of such plan; provided, that shares of Common Stock acquired pursuant to such exercise continue to be subject to the terms hereof. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any Common Shares or any security convertible into or exercisable or exchangeable for Common Shares. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the undersigned's Common Shares except in compliance with the foregoing restrictions. The undersigned understands that the Prospectus Company and any applicable Permitted Free Writing ProspectusXxxxxx Xxxxxxx are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmarket conditions. Effective Date of Delivery of Transaction Notice (determined Any Public Offering will only be made pursuant to Section 3(c)(iian Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Xxxxxx Xxxxxxx. Very truly yours, ------------------------------ (Name) of the Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %]------------------------------ (11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ [ ]](16) [For any calendar quarter ending after [December 31, 20[ ]: $ [ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per shareAddress)

Incorporated. As Forward PurchaserBy ------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Principal Accepted: COLONIAL PROPERTIES TRUST By ------------------------------- Name: Xxxxxx X. Xxxxxx, solely Xx. Title: Chief Financial Officer Exhibit B COLONIAL PROPERTIES TRUST (an Alabama Real Estate Investment Trust) [Title of Securities] DELAYED DELIVERY CONTRACT ------------------------- , 199 - COLONIAL PROPERTIES TRUST 0000 0xx Xxxxxx Xxxxx Xxxxx 000 Xxxxxxxxxx, Xxxxxxx Attention: Chairman of the Board of Directors Dear Sirs: The undersigned hereby agrees to purchase from Colonial Properties Trust (the "Company"), and the Company agrees to sell to the undersigned on , 19 (the "Delivery Date"), of the Company's [insert title of ---------- -- security] (the "Securities"), offered by the Company's Prospectus dated , 19 , as supplemented by its Prospectus Supplement dated ---------- -- , 19 , receipt of which is hereby acknowledged at a purchase price ----------- -- of [$ ] [and, $ per Warrant, respectively] to the recipient and/or beneficiary of certain representationsDelivery ---------- ---------- Date, warranties, covenants and indemnities on the further terms and conditions set forth in this Agreement By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Head of ECM ACCEPTED as of contract. Payment for the date first above written SCOTIA CAPITAL (USA) INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director ACCEPTED as of Securities which the date first above written THE BANK OF NOVA SCOTIA As Forward Purchaser, solely as undersigned has agreed to purchase on the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 70 ACCEPTED as of the date first above written SYNOVUS SECURITIES, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is Delivery Date shall be made to the Equity Distribution Agreement among Welltower Inc. (Company or its order by certified or official bank check in Federal or other same day funds at the “Company”), Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as office of April 30, 2024 (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if Delivery Date, upon delivery to the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day undersigned of the Forward Hedge Selling Period to, Securities to be purchased by the undersigned in definitive form and including, in such denominations and registered in such names as the last Trading Day undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. The obligation of the Forward Hedge Selling Period.](3undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company, on or before , 19 , shall ---------- -- have sold to the Underwriters of the Securities (the "Underwriters") such principal amount of the Securities as is to be sold to them pursuant to the Terms Agreement dated , 19 between the Company and the Underwriters. ---------- -- The Company obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that each representation, warranty, covenant and other agreement of the Company contained its investment in the Equity Distribution Agreement [and the related Master Forward Confirmation](4) Securities is true and correct on the date hereof, and that the Prospectus and any applicable Permitted Free Writing Prospectus, including the documents incorporated by reference thereinnot, as of the date hereof, do not contain an untrue statement prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the Company that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the Company and mailing or delivery of a material fact or omit to state copy as provided below, this contract will constitute a material fact necessary in order to make the statements therein, in light valid and binding agreement of the circumstances under which they were madeundersigned in accordance with its terms. This contract will inure to the benefit of and binding upon the parties hereto and their respective successors, but will not misleading. Effective Date of Delivery of Transaction Notice (determined pursuant to Section 3(c)(ii) be assignable by either party hereto without the written consent of the Equity Distribution Agreement): Number other. It is understood that the Company will not accept Delayed Delivery Contracts for a number of Days Securities in [Issuance](5excess of and that the -------- acceptance of any Delayed Delivery Contract is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, ----------------------------- (Name of Purchaser) [Forward Hedge](6By --------------------------- (Title) Selling Period----------------------------- ----------------------------- (Address) Accepted as of the date first above written. COLONIAL PROPERTIES TRUST By ------------------------- (Title) PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed are as follows: First Date of [Issuance](7(Please print.) [Forward Hedge](8Telephone No. (including Name Area Code) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ [ ]](16) [For any calendar quarter ending after [December 31, 20[ ]: $ [ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per share---- -------------

Incorporated. As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Co-Head --------------------------------- On behalf of ECM ACCEPTED as each of the date first above written SCOTIA CAPITAL (USA) INCseveral Underwriters SCHEDULE I NUMBER OF OPTIONAL SHARES TO BE TOTAL NUMBER OF PURCHASED IF FIRM SHARES TO BE MAXIMUM OPTION UNDERWRITER PURCHASED EXERCISED --------------------------------- ----------------- ------------------ Morgxx Xxxnxxx & Xo. In its capacity as Sales Agent and Forward Seller By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director ACCEPTED as Incorporated Merrxxx Xxxch, Pierce, Fennxx & Smitx Xxxorporated JP Mxxxxx Xxxmxx Xxxthers Painx Xxxbxx Xxxrxx Xxxkxxx Xxxsdner Kleinwort Bensxx X.X. Xxxxxxx & Xons, Inc. First Union Securities, Inc. Howaxx, Xxil Labouisse, Fredxxxxx Xxx. Edwaxx X. Xxxxx & Xo., L.P. UBS Warburg Blayxxxx & Xartners, L.P. Dain Xxxxxxxx Xxxxxxx Xxxonto Dominion Securities Wachovia Securities ------------- ------------- Total ============= ============= EXHIBIT A [FORM OF LOCK-UP AGREEMENT] ________________, 2000 Morgxx Xxxnxxx & Xo. Incorporated As representative of the date first above written THE BANK OF NOVA SCOTIA As Forward Purchaserseveral Underwriters named in Schedule I hereto, solely as c/o Morgan Stanxxx & Xo. Incorporated 1585 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Xxar Sirs and Mesdames: The undersigned understands that Morgxx Xxxnxxx & Xo. Incorporated ("MORGXX XXXNXXX") xroposes to enter into an Underwriting Agreement (the recipient and/or beneficiary "UNDERWRITING AGREEMENT") with Duke Energy Field Services Corporation, a Delaware corporation (the "COMPANY") providing for the public offering (the "PUBLIC OFFERING") by the several Underwriters, including Morgxx Xxxnxxx (xxe "UNDERWRITERS"), of certain representationsan aggregate of 26,300,000 shares (the "Firm Shares") and, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director 70 ACCEPTED as at the election of the date first above written SYNOVUS SECURITIESUnderwriters, INC. In its capacity as Sales Agent By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Investment Banker ACCEPTED as of the date first above written TD SECURITIES (USA) LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written THE TORONTO-DOMINION BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director 72 ACCEPTED as of the date first above written TRUIST SECURITIES, INC. In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written TRUIST BANK As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO SECURITIES, LLC In its capacity as Sales Agent and Forward Seller By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director ACCEPTED as of the date first above written XXXXX FARGO BANK, NATIONAL ASSOCIATION As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director EXHIBIT A TRANSACTION NOTICE [DATE] [Bank Name] [Address] Reference is made up to the Equity Distribution Agreement among Welltower Inc. 3,945,000 additional shares (the “Company”), Welltower OP LLC, the Sales Agents, the Forward Sellers and the Forward Purchasers, dated as "Optional Shares") of April 30, 2024 Common Stock (par value $.01 per share) (the “Equity Distribution Agreement”). Capitalized terms used in this Transaction Notice without definition shall have the respective definitions ascribed to them in the Equity Distribution Agreement. This Transaction Notice relates to [an “Issuance”](1) [a “Forward”](2). The Company confirms that all conditions to the delivery of this Transaction Notice are satisfied as of the date hereof. [The Company confirms that it has not declared and will not declare any dividend, or caused or cause there to be any distribution, on the Common Stock if the ex-dividend date or ex-date, as applicable, for such dividend or distribution will occur during the period from, and including, the first Trading Day of the Forward Hedge Selling Period to, and including, the last Trading Day of the Forward Hedge Selling Period.](3) The Company represents and warrants that each representation, warranty, covenant and other agreement of the Company contained in the Equity Distribution Agreement [and the related Master Forward Confirmation](4) is true and correct on the date hereof, and that the Prospectus and any applicable Permitted Free Writing Prospectus, including the documents incorporated by reference therein, as of the date hereof, do not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Effective Date of Delivery of Transaction Notice (determined pursuant to Section 3(c)(ii"Stock") of the Equity Distribution Agreement): Number of Days in [Issuance](5) [Forward Hedge](6) Selling Period: First Date of [Issuance](7) [Forward Hedge](8) Selling Period: [Issuance](9) [Forward Hedge](10) Amount: $ [Forward Hedge Selling Commission Rate: %](11) [Spread: %](12) [Initial Stock Loan Rate: %](13) [Maximum Stock Loan Rate: % ](14) [Forward Price Reduction Dates Forward Price Reduction Amounts $ $ ] (15) Regular Dividend Amounts: [For any calendar quarter ending on or prior to [December 31, 20[ ]]: $ [ ]](16) [For any calendar quarter ending after [December 31, 20[ ]: $ [ ]](17) [Term: [Days][Months]](18): Floor Price (Adjustable by Company during the [Issuance](19) [Forward Hedge](20) Selling Period, and in no event less than $1.00 per share): $ per shareCompany.