Contract
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MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among GAHC3 Trilogy JV, LLC, American Healthcare REIT, Inc., Trilogy Holdings NT-HCI, LLC, and NorthStar Healthcare Income Operating Partnership, LP November 3, 2023 4873-6243-6196v 40 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS ....................................................................................................... 1 ARTICLE 2 PURCHASE AND SALE ...................................................................................... 8 Section 2.1 Agreement to Sell and Purchase .......................................................... 8 Section 2.2 Purchase Consideration ........................................................................ 8 Section 2.3 Withholding ......................................................................................... 8 Section 2.4 Purchase Consideration Election ......................................................... 9 Section 2.5 The Closing .......................................................................................... 9 Section 2.6 Payment and Issuance of the Purchase Consideration ......................... 9 Section 2.7 Securities Act Exemption; Legend ...................................................... 9 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER .......................... 10 Section 3.1 Organization, Power and Authorization ............................................ 10 Section 3.2 Binding Effect and Noncontravention ............................................... 10 Section 3.3 Brokers ............................................................................................... 11 Section 3.4 Ownership; Capitalization ................................................................. 11 Section 3.5 Additional Interests in the Company ................................................. 11 Section 3.6 Litigation ............................................................................................ 12 Section 3.7 Tax Matters ........................................................................................ 12 Section 3.8 Bankruptcy ......................................................................................... 12 Section 3.9 Securities Law Compliance ............................................................... 12 Section 3.10 Disparity of Information .................................................................... 13 Section 3.11 No Other Representations and Warranties; Acknowledgement ........ 13 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER ............................ 13 Section 4.1 Organization, Power and Authorization ............................................ 14 Section 4.2 Binding Effect and Noncontravention ............................................... 14 Section 4.3 Brokers ............................................................................................... 14 Section 4.4 Litigation ............................................................................................ 14 Section 4.5 Investigation; Reliance....................................................................... 15 Section 4.6 Bankruptcy ......................................................................................... 15 Section 4.7 No Other Representations and Warranties; Acknowledgement ........ 15 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF ISSUER ............................ 16 Section 5.1 Organization, Power and Authorization ............................................ 16 Section 5.2 Binding Effect and Noncontravention ............................................... 16 Section 5.3 Issuer Capital Structure ...................................................................... 17 Section 5.4 Valid Issuance of Equity Consideration ............................................ 17 Section 5.5 Registration Rights............................................................................. 17 Section 5.6 REIT Status ........................................................................................ 17 Section 5.7 Investment Company Act .................................................................. 18 Section 5.8 Financial Statements .......................................................................... 18 Section 5.9 Undisclosed Liabilities....................................................................... 18 Section 5.10 Taxes .................................................................................................. 18 Section 5.11 Litigation ............................................................................................ 19 Section 5.12 Brokers ............................................................................................... 19 Section 5.13 Investigation; Reliance....................................................................... 19 Section 5.14 Bankruptcy ......................................................................................... 19 Section 5.15 Real Property ..................................................................................... 20 Section 5.16 Intellectual Property ........................................................................... 20 Section 5.17 Insurance ............................................................................................ 21 Section 5.18 Cybersecurity; Data Protection .......................................................... 21 Section 5.19 Compliance with Sanctions Laws ...................................................... 21 Section 5.20 Compliance with Securities Laws ...................................................... 22 Section 5.21 Compliance with Anti-Money Laundering Laws .............................. 22 Section 5.22 Compliance with FCPA ..................................................................... 22 Section 5.23 No Violations ..................................................................................... 22 Section 5.24 No Other Representations and Warranties; Acknowledgement ........ 23 ARTICLE 6 COVENANTS ...................................................................................................... 23 Section 6.1 Issuer Actions Affecting the Issuer Preferred Stock .......................... 23 Section 6.2 No Direct or Indirect Transfers of Purchased Company Interests .............................................................................................. 24 Section 6.3 Forced-Sale Standstill ........................................................................ 24 Section 6.4 Further Assurances............................................................................. 24 Section 6.5 Post-Closing Financial Information ................................................... 24 Section 6.6 Certain Taxes and Fees ...................................................................... 25 Section 6.7 Confidentiality ................................................................................... 25 Section 6.8 Continued Entitlement to Distributions ............................................. 25 Section 6.9 Release and Covenant Not to Sue ...................................................... 25 Section 6.10 Continuing Obligations ...................................................................... 26 ARTICLE 7 CONDITIONS TO CLOSING; CLOSING DOCUMENTS ........................... 27 Section 7.1 Conditions to the Obligations of Buyer and Issuer ............................ 27 Section 7.2 Conditions to the Obligations of Seller .............................................. 27 Section 7.3 Seller’s Closing Documents ............................................................... 28 Section 7.4 Buyer’s and Issuer’s Closing Documents .......................................... 29 ARTICLE 8 SURVIVAL AND INDEMNIFICATION.......................................................... 31 Section 8.1 Survival .............................................................................................. 31 Section 8.2 Indemnification Obligations of Seller ................................................ 31 Section 8.3 Indemnification Obligations of Buyer and Issuer .............................. 32 Section 8.4 Third Party Claims ............................................................................. 32 Section 8.5 Limitations and Other Indemnification Matters ................................ 33 Section 8.6 Characterization of Indemnity Payments ........................................... 34 Section 8.7 Effect of Materiality Qualifiers .......................................................... 34 Section 8.8 Other Limitations ............................................................................... 34 Section 8.9 Recourse ............................................................................................. 35 Section 8.10 Exclusive Remedy ............................................................................. 35 ARTICLE 9 CERTAIN TAX MATTERS ............................................................................... 35 Section 9.1 Tax Treatment .................................................................................... 35 ARTICLE 10 GUARANTY ...................................................................................................... 35 Section 10.1 Guaranty ............................................................................................. 35 Section 10.2 Organization; Power and Authorization; Binding Effect; Noncontravention ............................................................................... 36 ARTICLE 11 EXTENSION OPTIONS AND FEES; TERMINATION .............................. 36 Section 11.1 Extension Options Relating to Outside Date ..................................... 36 Section 11.2 Termination ........................................................................................ 37 Section 11.3 Effect of Termination ......................................................................... 37 Section 11.4 Termination Fee ................................................................................. 38 ARTICLE 12 MISCELLANEOUS .......................................................................................... 39 Section 12.1 Public Announcements ...................................................................... 39 Section 12.2 Transaction Expenses......................................................................... 39
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Section 12.3 Joint Liability; Allocation of Liability ............................................... 39 Section 12.4 Amendments ...................................................................................... 39 Section 12.5 Successors and Assigns...................................................................... 40 Section 12.6 Governing Law; Venue ...................................................................... 40 Section 12.7 Notices ............................................................................................... 40 Section 12.8 Schedules and Exhibits ...................................................................... 41 Section 12.9 Counterparts ....................................................................................... 41 Section 12.10 No Third Party Beneficiaries ............................................................. 41 Section 12.11 Interpretation ...................................................................................... 41 Section 12.12 Entire Agreement ............................................................................... 42 Section 12.13 Severability ........................................................................................ 42 Section 12.14 Construction; Joint Preparation.......................................................... 42 Section 12.15 Specific Performance ......................................................................... 42 Section 12.16 Costs of Enforcement ......................................................................... 42 EXHIBITS Exhibit A Form of Issuer Articles Supplementary Exhibit B Form of Transfer Document Exhibit C Form of Ownership Waiver Exhibit D Form of Preferred Stock Registration Rights Agreement Exhibit E Form of Common Stock Registration Rights Agreement Exhibit F Form of Seller Release Exhibit G Form of Put Rights Letter Agreement Exhibit H Form of Limited-Liability-Company Legal Opinion (Delaware Law) - Buyer Exhibit I Form of Corporate Legal Opinion - Issuer Exhibit J Form of Corporate Legal Opinion (Maryland Law) - Issuer Exhibit K Form of REIT Tax Opinion – Issuer SCHEDULES Schedule 1 Purchase Consideration Illustrative Calculations Schedule 2 Asset Sale Thresholds 1 MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of November 3, 2023 (the “Agreement Date”), by and among (i) GAHC3 Trilogy JV, LLC, a Delaware limited liability company (“Buyer”), (ii) American Healthcare REIT, Inc., a Maryland corporation (“Issuer”), (iii) Trilogy Holdings NT-HCI, LLC, a Delaware limited liability company (“Seller”) and (iv) for purposes of ARTICLE 10 hereof, NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership (“Guarantor”). BACKGROUND A. As of the Agreement Date, Seller owns 186,632 units of the membership interest of Trilogy REIT Holdings, LLC, a Delaware limited liability company (the “Company”), which units represent 24% of all issued and outstanding membership interests of the Company and all of such interests and units held by Seller, and the remaining units of the Company’s issued and outstanding membership interests are owned as follows: (i) 544,344 units, which (as of the Agreement Date) represent 70% of all issued and outstanding membership interests of the Company, are owned by Buyer, and (ii) 46,658 units, which (as of the Agreement Date) represent 6% of all issued and outstanding membership interests of the Company, are owned by GAHC4 Trilogy JV, LLC (“GAHC4”), a Delaware limited liability company and Subsidiary of Issuer. B. The parties desire to enter into this Agreement pursuant to which Seller will sell and transfer (or cause to be sold and transferred) to Buyer, and Buyer will purchase from Seller, (i) all of the Company’s membership interest (and all units representing the same) held as of the Agreement Date by Seller or its permitted transferees thereof, and (ii) any additional membership interests of the Company (and all units representing the same) held as of the Closing Date (as defined below) by Seller or its permitted transferees (the interests and units in this clause (ii), “Additional Interests”), it being understood that Buyer’s purchase of such Additional Interests is subject to the AHR Non-Funding Exception in Section 2.1(c) requiring each AHR Member (as defined below) to fund its then full pro rata share of such Additional Capital Contribution (such membership interests so sold, transferred and purchased, collectively, the “Purchased Company Interests”). X. Xxxxx is an indirect Subsidiary of Issuer, and as such Issuer will indirectly benefit from Buyer’s ownership of the Purchased Company Interests. Xxxxx’s willingness to enter into this Agreement is based in part on Guarantor’s agreements under ARTICLE 10 hereof. Similarly, Seller is a wholly- owned Subsidiary of Guarantor, and as such Guarantor will indirectly benefit from Seller’s receipt of the Purchase Consideration (as defined below). NOW, THEREFORE, the parties agree as follows: AGREEMENT ARTICLE 1 DEFINITIONS For purposes of this Agreement, the following terms have the meanings set forth below: 2 “1940 Act” means the Investment Company Act of 1940, as amended. “Actual Company Distributions” means all distributions paid to Seller from July 1, 2023 to the Closing Date (inclusive), including pursuant to Section 6.8. “Additional Capital Contribution” means a Capital Contribution (as defined in the LLC Agreement) to the Company by its members under Section 3.03 and/or Section 3.04 of the LLC Agreement. “Additional Interests” has the meaning set forth in the Background. “Affiliate” means, with respect to any particular Person, any other Person controlling, controlled by or under common control with such particular Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, contract or otherwise. With respect to a natural Person, the term “Affiliate” includes such Person’s spouse, children (including adopted children and step-children), grandchildren, brothers, sisters and parents. For the avoidance of doubt, each of NorthStar Parent, Guarantor and their respective Subsidiaries shall constitute Affiliates of Seller. “Agreement” has the meaning set forth in the Preamble. “Agreement Date” has the meaning set forth in the Preamble. “AHR Member” means each of Buyer and GAHC4, in their capacity as members of the Company. “AHR Non-Funding Exception” has the meaning set forth in Section 2.1(c). “AHR Operating Partnership” means American Healthcare REIT Holdings, L.P., a Delaware limited partnership. “Anti-Money Laundering Laws” has the meaning set forth in Section 5.21. “Basket Amount” has the meaning set forth in Section 8.5(a). “Budgeted Company Distributions” means an amount equal to (a) $25,600 multiplied by (b) the number of full calendar days that have elapsed from July 1, 2023 to the Closing Date (inclusive). “Business Day” means any day that is not a Saturday, a Sunday or other day on which commercial banks in New York, New York are required or authorized by law to be closed. “Buyer” has the meaning set forth in the Preamble. “Buyer Disclosure Letter” has the meaning set forth in Article ARTICLE 4. “Buyer Indemnitees” has the meaning set forth in Section 8.2(a). “Buyer Related Parties” has the meaning set forth in Section 11.4(f). “Cap Amount” has the meaning set forth in Section 8.5(a).
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3 “Cash Allocation” means the portion of the Notional Value that Buyer elects to allocate as a cash payment at the Closing, expressed as a percentage, which shall be no less than 10.0% but which may be up to (and including) 100.0%. “Cash Consideration” means the dollar amount equal to (a) the Notional Value, multiplied by (b) the Cash Allocation, multiplied by (c) the Cash Factor. The dollar amount constituting the Cash Consideration shall be calculated consistent with the illustrative formulas set forth on Schedule 1 hereto. “Cash Factor” means (a) 92.5%, if the Closing Date occurs on or before March 31, 2024, (b) 95.0%, if the Closing Date occurs from April 1, 2024 to and including December 31, 2024; and (c) 100%, if the Closing Date occurs on or after January 1, 2025. “Claim” has the meaning set forth in Section 6.9(b). “Closing” has the meaning set forth in Section 2.5. “Closing Date” has the meaning set forth in Section 2.5. “Closing Notice” has the meaning set forth in Section 2.5. “Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder and any successor statute and the rules and regulations promulgated thereunder. “Common Stock Registration Rights Agreement” has the meaning set forth in Section 7.3(h). “Company” has the meaning set forth in the Background. “Confidentiality Agreement” means that certain letter agreement, dated as of June 13, 2022, by and between Issuer and NorthStar Parent, as amended by that certain Amendment to Confidentiality Agreement, dated as of June 5, 2023. “Damages” means, without duplication, all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, penalties, fines, costs, amounts paid in settlement, Liabilities, Taxes, Liens, losses, expenses, and fees, including court costs, reasonable attorneys’ fees and expenses, and reasonable fees and expenses of accountants and other professional service providers. “Equity Allocation” means a percentage equal to (a) 100.0%, minus (b) the Cash Allocation. For the avoidance of doubt, in the event that the Cash Allocation is 100.0%, then the Equity Allocation will be zero percent (0.0%). “Equity Consideration” means the number of shares of Issuer Preferred Stock equal to (a) the Notional Equity Amount, multiplied by (b) the Equity Allocation; provided that no fractional shares of Issuer Preferred Stock shall be issued as Equity Consideration, and, in lieu of any fractional shares, the number of shares of Issuer Preferred Stock to be issued as Equity Consideration shall instead be rounded to the nearest whole share. The number of shares of Issuer Preferred Stock constituting the Equity Consideration shall be calculated consistent with the illustrative formulas set forth on Schedule 1 hereto. For the avoidance of doubt, in the event that the Equity Allocation is zero percent (0.0%), then there will 4 be no shares of Issuer Preferred Stock issued as Equity Consideration, and the Purchase Consideration will consist solely of Cash Consideration. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “FCPA” has the meaning set forth in Section 5.22. “Financial Statements” has the meaning set forth in Section 5.8. “First Extension Fee” has the meaning set forth in Section 11.1(b). “First Extension Option” has the meaning set forth in Section 11.1(a). “First Extension Outside Date” means March 30, 2025. “Fundamental Representations and Warranties of Buyer” means the representations and warranties of Buyer contained in Section 4.1 (Organization, Power and Authorization), Section 4.2 (Binding Effect and Noncontravention), Section 4.3 (Brokers), Section 4.4(b) (Litigation) and Section 4.6 (Bankruptcy). “Fundamental Representations and Warranties of Issuer” means the representations and warranties of Issuer contained in Section 5.1 (Organization, Power and Authorization), Section 5.2 (Binding Effect and Noncontravention), Section 5.3 (Issuer Capital Structure), Section 5.4 (Valid Issuance of Equity Consideration), Section 5.6 (REIT Status), Section 5.10 (Taxes), Section 5.11(b) (Litigation), Section 5.12 (Brokers) and Section 5.14 (Bankruptcy). “Fundamental Representations and Warranties of Seller” means the representations and warranties of Seller set forth in Section 3.1 (Organization, Power and Authorization), Section 3.2 (Binding Effect and Noncontravention), Section 3.3 (Brokers), Section 3.4 (Ownership; Capitalization), Section 3.6 (Litigation), Section 3.7 (Tax Matters) and Section 3.8 (Bankruptcy). “GAAP” means U.S. generally accepted accounting principles, consistently applied. “GAHC4” has the meaning set forth in the Background. “Government Entity” means any (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, (b) federal, state, local, municipal, foreign or other government, (c) governmental or quasi-governmental authority of any nature, or (d) Person exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power. “Guaranteed Parties” has the meaning set forth in Section 10.1. “Guarantor” has the meaning set forth in the Preamble. “Indemnified Party” means a party who is seeking indemnification under Section 8.2 or Section 8.3. “Indemnifying Party” means a party from whom indemnification is being sought under Section 8.2 or Section 8.3. 5 “Initial Outside Date” means September 30, 2024. “Intellectual Property” has the meaning set forth in Section 5.16. “IRS” means the United States Internal Revenue Service. “Issuer” has the meaning set forth in the Preamble. “Issuer Articles Supplementary” means the Articles Supplementary of Issuer, to be filed with the State Department of Assessments and Taxation of the State of Maryland on or prior to the Closing Date (unless there is no Equity Consideration issued at the Closing), in the form attached hereto as Exhibit A. “Issuer Charter” means the Fourth Articles of Amendment and Restatement of the Corporation, as amended and supplemented from time to time. “Issuer Common Stock” means shares of the Issuer’s common stock, $0.01 par value per share. “Issuer Disclosure Letter” has the meaning set forth in ARTICLE 5. “Issuer Preferred Stock” means (if there is any Equity Consideration issued at the Closing) newly issued shares of Issuer’s Series A Cumulative Convertible Preferred Stock having the rights, privileges and preferences as stated in the Issuer Articles Supplementary. “IT Systems and Data” has the meaning set forth in Section 5.18. “Knowledge” means all facts that are actually known, (a) with respect to Seller, to Xxxxxxx Xxxxx and Xxxxxxxx Xxxxx, and (b) with respect to Buyer and/or Issuer, to Xxxxx Xxxxxx, Xxxxx Xxxx, Xxxx Xxxxxxxx and Xxx Xxxxx, in each case, without independent investigation (and shall in no event encompass constructive, imputed or similar concepts of knowledge), none of whom shall have any personal liability or obligations regarding such knowledge. “Lease” or “Leases” has the meaning set forth in Section 5.15(b). “Legal Requirement” means any law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, judgment, order, decree, treaty, rule, regulation, ruling or determination of an arbitrator or Government Entity. “Liability” means any liability or obligation of any kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including, without limitation, any liability for Taxes. “Lien” means any mortgage, pledge, lien, encumbrance, charge, assessment, deed of trust, lease, adverse claim, levy, restriction on transfer, any conditional sale or title retention agreement, or other security interest. “LLC Agreement” means the First Amended and Restated Limited Liability Agreement of the Company, dated as of October 1, 2018, as amended from time to time. 6 “Material Adverse Effect” means: (a) when used with respect to Issuer, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects or properties (taken as a whole) of Issuer, including its Subsidiaries, whether or not arising in the ordinary course of business; and (b) when used with respect to Issuer, Seller or Buyer, any effect that would be materially adverse to the ability of the referenced Person to consummate the transactions contemplated by this Agreement. “Member” means each Person who executes the LLC Agreement or a counterpart thereof as a Member, and each of the Persons who may thereafter become Members of the Company. “NorthStar Parent” means NorthStar Healthcare Income, Inc., a Maryland corporation. “Notional Equity Amount” means 10,400,000 shares of Issuer Preferred Stock. “Notional Value” means an amount equal to $260,000,000. “Ownership Waiver” has the meaning set forth in Section 7.3(g). “Permitted Liens” means (a) Liens pursuant to the LLC Agreement, and (b) Liens pursuant to the Act (as defined in the LLC Agreement). “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, an estate, a labor union, or a Government Entity. “Preferred Stock Registration Rights Agreement” has the meaning set forth in Section 7.3(h). “Pro Rata Share” means 24.0% as may be adjusted in accordance with the LLC Agreement. “Purchase Consideration” has the meaning set forth in Section 2.2. “Purchased Company Interests” has the meaning set forth in the Background. “Qualified Issuer Subsidiary” means any Subsidiary of Issuer other than the Trilogy Entities. “Qualifying IPO” means an underwritten initial public offering of Issuer Common Stock pursuant to an effective registration statement under the Securities Act resulting in at least $200,000,000 of proceeds (net of all underwriting discounts and offering expenses) to Issuer. “Real Property” or “Real Properties” has the meaning set forth in Section 5.15. “REIT” means real estate investment trust as described under Sections 856 through 860 of the Code. “Released Claims” has the meaning set forth in Section 6.9(b).
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7 “Sanctions” has the meaning set forth in Section 5.19. “SEC” means the Securities and Exchange Commission. “SEC Documents” means all reports, schedules, forms, statements (including registration statements), certifications and other documents filed by Issuer (or its predecessors, including those by merger) with the SEC, including all exhibits, amendments and supplements thereto and all documents incorporated by reference therein. “Second Extension Fee” has the meaning set forth in Section 11.1(c). “Second Extension Option” has the meaning set forth in Section 11.1(a). “Second Extension Outside Date” means September 30, 2025. “Securities Act” means the Securities Act of 1933, as amended. “Seller” has the meaning set forth in the Preamble. “Seller Covenant Breach” has the meaning set forth in Section 11.1(d). “Seller Indemnitees” has the meaning set forth in Section 8.3. “Seller Release” has the meaning set forth in Section 7.3(l). “Subsidiary” means any corporation, limited liability company or other entity with respect to which a Person owns, directly or indirectly, more than fifty percent (50%) of the capital stock, membership interest or other equity of such corporation, limited liability company or other entity. “Supplemental Payment Amount” means an amount that is equal to the difference between (a) Budgeted Company Distributions minus (b) Actual Company Distributions, if such difference is not a negative number. If such difference is a negative number, then the Supplemental Payment Amount will be zero. “Tax” or “Taxes” means any federal, state, local or foreign income, margin, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs, duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, unclaimed property, escheat, estimated, or other tax of any kind, including any interest, penalty or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person. “Tax Action” has the meaning set forth in Section 5.10(b). “Tax Claim” has the meaning set forth in Section 8.4(c). “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes (including any schedule or attachment thereto, and any amendment thereof). 8 “Third Party Claim” has the meaning set forth in Section 8.4(a). “Transaction Documents” means this Agreement, the Transfer Document, the Ownership Waiver, the Seller Release, the Preferred Stock Registration Rights Agreement and the Common Stock Registration Rights Agreement. “Transfer Document” has the meaning set forth in Section 7.3(a). “Transfer Taxes” has the meaning set forth in Section 6.6. “Trilogy Entities” means the Company and/or any of its Subsidiaries. ARTICLE 2 PURCHASE AND SALE Section 2.1 Agreement to Sell and Purchase. (a) Agreement to Sell. On and subject to the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants of Buyer and Issuer contained in this Agreement, at the Closing, Seller will sell and transfer (or cause to be sold and transferred) all of the Purchased Company Interests to Buyer, free and clear of all Liens other than Permitted Liens, in exchange for the Purchase Consideration. (b) Agreement to Purchase. On and subject to the terms and conditions of this Agreement and in reliance on the representations, warranties, covenants and agreements of Seller and Guarantor contained in this Agreement, at the Closing, Buyer will purchase all of the Purchased Company Interests from Seller, free and clear of all Liens other than Permitted Liens, in exchange for the Purchase Consideration. (c) AHR Non-Funding Exception. The Purchased Company Interests do not include any Additional Interests that Seller acquired as a result of an Additional Capital Contribution by Seller after the Agreement Date where an AHR Member did not also fund its then full pro rata share of such Additional Capital Contribution. This exclusion of such Additional Interests from the Purchased Company Interests is referred to in this Agreement as the “AHR Non-Funding Exception.” Section 2.2 Purchase Consideration. The aggregate consideration for the Purchased Company Interests (including for any membership interests and units of the Company held by Seller’s permitted transferees thereof) shall consist of (a) an amount in cash equal to (i) the Cash Consideration, less (ii) the First Extension Fee, if paid, less (iii) the Second Extension Fee, if paid, plus (b) the Equity Consideration, if any, plus (c) an amount in cash equal to the Supplemental Payment Amount, if any (collectively, the “Purchase Consideration”). Section 2.3 Withholding. Each of Buyer, Issuer and their respective Affiliates, and any of their agents, shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign law. If any amount is so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller. 9 Notwithstanding the foregoing, Buyer, Seller and Issuer agree that no withholding is required under current Legal Requirements if Seller provides a duly executed IRS Form W-9 under Section 7.3(j) hereof prior to the Closing. Section 2.4 Purchase Consideration Election. At least twenty (20) Business Days prior to Xxxxx’s anticipated Closing Date, Buyer shall deliver to Seller a written notice setting forth (a) the percentage that Xxxxx has elected as the Cash Allocation and (b) the resulting values and amounts constituting the Cash Consideration, the Cash Factor, the Equity Allocation and the Equity Consideration as calculated consistent with the illustrative formulas set forth on Schedule 1 hereto. Section 2.5 The Closing. Unless this Agreement is earlier terminated pursuant to Section 11.1, the closing of the purchase and sale of the Purchased Company Interests and the transactions relating thereto (the “Closing”) shall take place in person at a location agreeable to Buyer and Seller, or remotely via electronic or facsimile exchange of signature pages and documents, on a date designated by Buyer in a written notice delivered by Buyer to Seller after all of the closing conditions set forth in Section 7.2 shall have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the Closing (but subject to the satisfaction or waiver thereof at or prior to the Closing)) (such notice, a “Closing Notice”); provided that the Closing shall take place no earlier than ten (10) Business Days (or if there will be Equity Consideration issued at the Closing, then no earlier than twenty (20) Business Days) following Buyer’s delivery of the Closing Notice, unless Xxxxx and Seller agree on an earlier date. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” The effective time of the Closing will be deemed to be 12:01 a.m. Pacific time on the Closing Date. Section 2.6 Payment and Issuance of the Purchase Consideration. At the Closing, and in addition to delivering its other required closing documents under Section 7.3 and Section 7.4: (a) Buyer shall deliver to Seller the Cash Consideration as well as (if any) the Supplemental Payment Amount, by wire transfer of immediately available funds to an account Seller designated in writing by Seller to Buyer at least two (2) Business Days prior to the Closing Date. (b) Issuer will deliver (or cause to be delivered) to Seller one or more certificates representing the Equity Consideration (if any). (c) Seller will deliver (or cause to be delivered) to Buyer the Purchased Company Interests (as evidenced by its execution and delivery of the Transfer Document). Section 2.7 Securities Act Exemption; Legend. (a) Any shares of Issuer Preferred Stock issuable pursuant to this Agreement are intended either (i) to be offered and sold by Issuer pursuant to one or more exemptions from registration under the Securities Act, including those under Regulation D of the Securities Act and the exemption from qualification under applicable state securities Legal Requirements, or (ii) when issued during the Second Extension Option, to be offered and sold by Issuer in a registered securities transaction under the Securities Act. If the issuance of Issuer Preferred Stock is not issued in a registered securities transaction under the Securities Act, then Seller shall assist Issuer as may be necessary to comply with the applicable securities Legal Requirements and blue sky laws relating to the transactions contemplated by this Agreement. 10 (b) Each certificate representing any Issuer Preferred Stock (or any other securities issued in respect of such shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event) issued or issuable to or held by Seller or its transferees in accordance with the terms hereof that is not issued in a registered securities transaction under the Securities Act shall bear the following legend (in addition to any other legends required by applicable Legal Requirements and Issuer’s organizational documents): THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT THEREFROM. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants, as of the Agreement Date and the Closing Date, to each of Buyer and Issuer, as follows: Section 3.1 Organization, Power and Authorization. Seller is a limited liability company, duly organized, validly existing and in good standing under the Legal Requirements of Delaware. Seller is duly authorized to conduct business and is in good standing under the Legal Requirements of each jurisdiction where such qualification is required, except where the failure to have such qualification would not reasonably be expected to have a Material Adverse Effect on Seller. Seller has the power to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Seller has the requisite power and authority necessary to enter into, deliver and perform its obligations pursuant to each of the Transaction Documents to which it is a party and the LLC Agreement. Seller’s execution, delivery and performance of each Transaction Document to which it is a party has been duly authorized by Seller. Section 3.2 Binding Effect and Noncontravention. (a) Each of this Agreement and the other Transaction Documents to which Seller is a party has been, or to the extent such Transaction Documents are required by the terms of this Agreement to be delivered at Closing, will at or prior to Closing be, duly executed and delivered by Seller and, assuming due execution and delivery by each of the other parties thereto, constitute valid and binding obligations of Seller, enforceable against Seller in accordance with their terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally or (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (b) The execution, delivery and performance by Seller of this Agreement and of each other Transaction Document to which Seller is a party do not and will not (i) violate any Legal
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27 ARTICLE 7 CONDITIONS TO CLOSING; CLOSING DOCUMENTS Section 7.1 Conditions to the Obligations of Buyer and Issuer. Subject in all cases to Buyer’s right to terminate this Agreement under Section 11.2(a), the obligations of Buyer and Issuer to consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions at or prior to the Closing, any one or more of which may be waived in writing by Buyer and Issuer: (a) Seller shall have performed in all material respects all of its obligations hereunder and complied in all material respects with all of its covenants hereunder, in each case required to be performed or complied with by it at or prior to the Closing. (b) No temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any court of competent jurisdiction or other legal prohibition shall be in effect, and no Legal Requirement shall have been enacted, entered, promulgated, enforced or deemed applicable by any Government Entity that, in any case, prohibits or makes illegal the consummation of the transactions contemplated herein. Section 7.2 Conditions to the Obligations of Seller. The obligations of Seller to consummate, or cause to be consummated, the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions at or prior to the Closing, any one or more of which may be waived in writing by Seller (provided, however, that if there is no Equity Consideration issued at the Closing, then the conditions in Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e) and Section 7.2(f) shall be of no force or effect): (a) Buyer and Issuer shall have performed, in all material respects, all of their obligations hereunder and complied in all material respects with all of their covenants hereunder, in each case required to be performed or complied with by them at or prior to the Closing. (b) Issuer and/or its Subsidiaries shall have received, in the aggregate, at least $200,000,000 of net proceeds pursuant to any one or more of the following transactions: (i) one or more equity offering(s) (including any Qualifying IPO) consummated by Issuer and/or the AHR Operating Partnership following the Agreement Date; and/or (ii) one or more sale(s) of its or their assets after October 20, 2023, it being understood that any assumption of debt in such sale will be counted as part of the net proceeds thereof; provided, however, that for purposes of this clause (ii), only proceeds from asset sales other than those set forth on Schedule 2 shall be counted for purposes of determining whether the condition in this Section 7.2(b) has been satisfied. (c) The Issuer Common Stock has been listed on a National Securities Exchange. (d) No Material Adverse Effect on Issuer, excluding the Trilogy Entities, has occurred and is continuing. (e) The representations and warranties of Issuer in ARTICLE 5 are true and correct as of the Closing Date as though made on and as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects 28 as of that specified date), except where the failure of such representations and warranties to be true and correct has not had, or would not be reasonably expected to have, either individually or the in the aggregate, a Material Adverse Effect on Issuer. (f) If Buyer has exercised the Second Extension Option and there is Equity Consideration issued at the Closing, then Issuer must (i) have a registration statement under the Securities Act effective prior to the Closing that relates to, among other things, Issuer’s issuance of the Issuer Preferred Stock comprising the Equity Consideration and (ii) issue any such Issuer Preferred Stock at the Closing pursuant to such registration statement. (g) No temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by any court of competent jurisdiction or other legal prohibition shall be in effect, and no Legal Requirement shall have been enacted, entered, promulgated, enforced or deemed applicable by any Government Entity that, in any case, prohibits or makes illegal the consummation of the transactions contemplated herein. Section 7.3 Seller’s Closing Documents. At the Closing and in addition to its required actions under Section 2.6, Seller will deliver to Buyer (duly executed as appropriate) the following documents: (a) an Assignment and Assumption of Membership Interests, in the form attached hereto as Exhibit B, which evidences the transfer of the Purchased Company Interests from Seller to Buyer (the “Transfer Document”); (b) certificates (dated as of the most recent practicable date) as to the good standing of (i) Seller in the State of Delaware and (ii) Guarantor in the State of Delaware; (c) a certificate dated the Closing Date from Seller, signed by the secretary thereof, certifying (i) that resolutions in the form attached to the certificate have been duly adopted by Seller’s board of managers or similar governing body authorizing the execution of the Transaction Documents to which it is a party, and (ii) the authenticity of attached copies of the certificate of formation and good standing certificate of Seller from the State of Delaware; (d) a certificate dated the Closing Date from Guarantor, signed by an officer thereof, certifying that resolutions in the form attached to the certificate have been duly adopted by the general partner of Guarantor as well as by NorthStar Parent’s board of directors, in each case authorizing the execution of this Agreement by Guarantor and Seller; (e) a certificate dated the Closing Date from Seller, signed by an officer thereof, certifying as to the matters set forth in Section 7.1(a); (f) all releases, consents, approvals and notices required to be obtained from or made to any Person in connection with the transactions contemplated by this Agreement, including, without limitation, evidence of the release of all Liens (other than Permitted Liens) on the Purchased Company Interests, if any; (g) if there is Equity Consideration issued at the Closing, an executed counterpart of the Ownership Limit Waiver dated as of the Closing Date in the form attached hereto as Exhibit C (the “Ownership Waiver”); 29 (h) if there is Equity Consideration issued at the Closing, an executed counterpart of the Registration Rights Agreement dated as of the Closing Date relating to the Issuer Preferred Stock in the form attached hereto as Exhibit D (the “Preferred Stock Registration Rights Agreement”); (i) a written resignation (dated as of even date herewith) of Xxxxxxxx Xxxxx (or his successor, if applicable) from his position as a member of the board of directors of Trilogy Investors, LLC; (j) an IRS Form W-9 duly executed by Seller and upon which Buyer and Issuer may rely to avoid any withholding Tax from the payment of the Purchase Consideration and any other amounts payable hereunder from time to time; (k) if there is Equity Consideration issued at the Closing, an executed counterpart of the Registration Rights Agreement dated as of the Closing Date relating to the Issuer Common Stock in the form attached hereto as Exhibit E (the “Common Stock Registration Rights Agreement”); (l) a release from Seller, signed by an officer thereof, effective as of the Closing Date, in the form of Exhibit F (the “Seller Release”); (m) if there is Equity Consideration issued at the Closing, an executed counterpart of the Put Rights Letter Agreement dated as of the Closing Date in the form attached hereto as Exhibit G (the “Put Rights Letter Agreement”); and (n) such other documents, certificates or instruments as Buyer may reasonably request. Section 7.4 Buyer’s and Issuer’s Closing Documents. At the Closing and in addition to its required actions under Section 2.6, Buyer and Issuer will deliver to Seller (duly executed as appropriate) the following: (a) certificates (dated as of the most recent practicable date) as to the good standing of (i) Buyer in the State of Delaware and (ii) Issuer in the State of Maryland; (b) a certificate dated the Closing Date from Buyer, signed by an officer thereof, certifying (i) that resolutions in the form attached to the certificate have been duly adopted by Xxxxx’s board of managers or similar governing body authorizing the execution of this Agreement and the other Transaction Documents to which it is a party, and (ii) the authenticity of attached copies of the certificate of formation and good standing certificate of Buyer from the State of Delaware; (c) a certificate dated the Closing Date from Issuer, signed by an officer thereof, certifying (i) that the resolutions in the form attached to the certificate have been duly adopted by Issuer’s board of directors authorizing the execution of this Agreement and the other Transaction Documents to which it is a party, and (ii) the authenticity of attached copies of the Issuer Charter (including the Issuer Articles Supplementary, if there will be Equity Consideration issued at the Closing), bylaws and good standing certificate of Issuer from the State of Maryland; (d) a certificate dated the Closing Date from Buyer and Issuer, signed by officers thereof, certifying as to the matters set forth in Section 7.2(a) and, if there is any Equity Consideration 30 issued at the Closing, as to those matters set forth in Section 7.2(b), Section 7.2(c), Section 7.2(d), Section 7.2(e) and Section 7.2(f); (e) the opinion of counsel, dated as of the Closing Date, opining as to the Delaware law and other matters with respect to Buyer substantially in the form attached hereto as Exhibit H (it being understood that such opinion will be subject to customary exceptions, assumptions and qualifications based on customary representations contained in an officer’s certificate to be executed by Xxxxx and delivered to such counsel); (f) if there will be Equity Consideration issued at the Closing, the opinion of counsel, dated as of the Closing Date, opining as to the matters with respect to Issuer substantially in the form attached hereto as Exhibit I (it being understood that such opinion will be subject to customary exceptions, assumptions and qualifications based on customary representations contained in an officer’s certificate to be executed by Issuer and delivered to such counsel); (g) if there will be Equity Consideration issued at the Closing, the opinion of counsel, dated as of the Closing Date, opining as to the Maryland law matters with respect to Issuer substantially in the form attached hereto as Exhibit J (it being understood that such opinion will be subject to customary exceptions, assumptions and qualifications based on customary representations contained in an officer’s certificate to be executed by Issuer and delivered to such counsel); (h) if there will be Equity Consideration issued at the Closing, an opinion of counsel, dated as of the Closing Date, opining as to the matters with respect to Issuer substantially in the form attached hereto as Exhibit K (it being understood that such opinion will be subject to customary exceptions, assumptions and qualifications based on customary representations contained in an officer’s certificate to be executed by Issuer and delivered to such counsel); (i) an executed counterpart of the Transfer Document; (j) if there will be Equity Consideration issued at the Closing, an executed counterpart of the Ownership Waiver; (k) if there will be Equity Consideration issued at the Closing, an executed counterpart of the Common Stock Registration Rights Agreement; (l) if there will be Equity Consideration issued at the Closing, an executed counterpart of the Preferred Stock Registration Rights Agreement; (m) if there will be Equity Consideration issued at the Closing, an executed counterpart of the Put Rights Letter Agreement; and (n) such other documents, certificates or instruments as Seller may reasonably request.
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39 termination fee (if due) from Buyer pursuant to this Section 11.4 shall, upon payment to the Seller of such termination fee, be the sole and exclusive remedy of Seller and Seller’s Affiliates, managers, directors, equityholders, members, partners, officers, employees, agents, representatives, successors and assigns against the Buyer Related Parties for any loss or damage suffered as a result of any breach by any Buyer Related Party of this Agreement or any document entered into in connection herewith, or any representation, warranty, covenant or agreement contained herein or therein by Buyer, Issuer or any Buyer Related Party or the failure of the transactions contemplated hereby or thereby to be consummated. For the avoidance of doubt, except for the release as set forth in Section 6.9(b), Seller’s rights under the LLC Agreement shall remain in full force and effect and nothing set forth in this Section 11.4(g) shall be deemed to affect or modify any rights thereunder, nor shall any termination fees paid hereunder constitute liquidated damages or an exclusive remedy for any breach under the LLC Agreement. ARTICLE 12 MISCELLANEOUS Section 12.1 Public Announcements. Notwithstanding Section 6.7 hereof, but subject to the last two sentences of this Section 12.1 and the following proviso, no party will issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written consent of the other parties; provided, however, each of the parties hereto shall be permitted to submit a copy or summary of this Agreement with relevant regulatory agencies if and as required to comply with applicable securities laws and regulations. Each party acknowledges that the other party is subject to certain filing and reporting requirements in accordance with federal laws and regulations, including, without limitation, regulations promulgated by the SEC. Accordingly, and notwithstanding any provision of this Agreement or the provisions of any other existing agreement between the parties hereto to the contrary, each party may publicly file, disclose, report or publish any and all information related to the transactions contemplated herein that may be reasonably interpreted as being required or appropriate in light of the foregoing. In addition, Seller and Guarantor acknowledge that Issuer is contemplating an initial public offering and that the SEC Documents that Issuer files in connection therewith will describe the details of the transactions contemplated herein, and further that Issuer and its personnel and representatives may disclose this Agreement and the transactions contemplated hereby to Issuer’s and its Subsidiaries’ current and potential investors (including as a part of roadshows, and including to their debt financing parties). Section 12.2 Transaction Expenses. Each party hereto will bear its own costs and expenses (including legal fees and expenses) incurred in connection with the negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. Section 12.3 Joint Liability; Allocation of Liability. The liability of Buyer and Issuer herein shall in all cases by joint and not several even where not expressly so stated herein. In the event that Buyer and/or Issuer incurs any Liability arising out of, resulting from or relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, Buyer and Issuer shall have the right to allocate such Liability (as between themselves) as they deem appropriate. Section 12.4 Amendments. No amendment, modification or waiver of this Agreement will be effective unless made in writing and signed by Xxxxx, Issuer and Seller. No other course of dealing 40 between or among any of the parties or any delay in exercising any rights pursuant to this Agreement will operate as a waiver of any rights of any party. Section 12.5 Successors and Assigns. All covenants and agreements set forth in this Agreement will bind and inure to the benefit of the respective successors and permitted assigns of the parties. No party may assign this Agreement nor transfer any of its rights, interests or obligations hereunder without the prior written approval of the other parties, except that, upon written notice to Buyer, Seller may assign its right hereunder to receive the Issuer Preferred Stock (if any will be issued at the Closing) to NorthStar Parent, Guarantor or any wholly-owned Subsidiary of Guarantor if such assignee executes a joinder to this Agreement wherein it agrees to be bound by all obligations, covenants, restrictions and agreements of Seller herein; it being understood that such assignment will not affect any of Seller’s, NorthStar Parent’s or Guarantor’s obligations herein, all of which shall continue in effect. Section 12.6 Governing Law; Venue. (a) This Agreement and all claims arising hereunder (in tort, contract or otherwise) will be governed by and construed in accordance with the Legal Requirements of the State of Delaware, without giving effect to any choice of law or conflict provision or rule (whether of such State or any other jurisdiction) that would cause the Legal Requirements of any other jurisdiction to be applied. (b) Any claims or litigation (in tort, contract or otherwise), whether deemed legal or equitable and including any application for injunctive relief in connection with this Agreement or the transactions contemplated hereby or consummated pursuant hereto, will be brought solely in the courts located in Delaware. The parties hereby expressly agree, consent to and submit to the exclusive personal jurisdiction of such court, and the parties also consent, submit to and agree that venue for such claims or litigation is proper in said court, and the parties hereby expressly waive any and all rights under applicable Legal Requirements or in equity to object to the jurisdiction and venue in said court and county. Section 12.7 Notices. All demands, notices, communications and reports provided for in this Agreement will be in writing and will be sent by facsimile with confirmation to the number specified below, email (with hard copy to follow), personally delivered or sent by reputable overnight courier service (delivery charges prepaid) to the address specified below, or at such address as the recipient party has specified by prior written notice to the sending party pursuant to the provisions of this Section 12.7. If to Buyer or Issuer: c/o American Healthcare REIT, Inc. 00000 Xxx Xxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxx, XX 00000 Attention: Xxxx Xxxxxx Email: xxxxxxx@xxxxxxx.xxx 41 with a copy (which will not constitute notice) to: Sidley Austin LLP 1999 Avenue of the Stars, 17th Floor Los Angeles, CA 90067 Attention: Xxxxxxx Xxxxxx; Xxxxx Xxxxxxxxx Email: xxxxxxx@xxxxxx.xxx; xxxxxxxxxx@xxxxxx.xxx If to Seller or Guarantor: c/o NorthStar Healthcare Income, Inc. 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Legal Department Email: xxxxxxx@xxxxxxxxxxxxxxxxxxxxxxx.xxx with a copy (which will not constitute notice) to: Xxxxx Xxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx X. Xxxxxx Email: xxxxxxx@xxxxxxxxxx.xxx Any such demand, notice, communication or report will be deemed to have been given pursuant to this Agreement when delivered personally, when delivered by email to the inbox of the receiving party so long as delivery of a hard copy has been sent by reputable overnight courier service, when confirmed if by facsimile or on the first day after deposit with a reputable overnight courier service, as the case may be. Section 12.8 Schedules and Exhibits. All exhibits and schedules to this Agreement constitute a part of this Agreement and are incorporated into this Agreement for all purposes as if fully set forth herein. Section 12.9 Counterparts. The parties may execute this Agreement (and each Transaction Document) in two or more counterparts (no one of which need contain the signatures of all parties), each of which will be an original and all of which together will constitute one and the same instrument. The parties may deliver an executed copy of this Agreement (and an executed copy of any of the Transaction Documents contemplated by this Agreement) by facsimile or other electronic transmission to the other party, and such delivery will have the same force and effect as any other delivery of a manually signed copy of this Agreement (or such other Transaction Document). Section 12.10 No Third Party Beneficiaries. Except for the Seller Indemnitees and the Buyer Indemnitees for purposes of ARTICLE 8 hereof, no Person that is not a party hereto will have any right or obligation pursuant to this Agreement. Section 12.11 Interpretation. The headings used in this Agreement are for the purpose of reference only and will not affect the meaning or interpretation of any provision of this Agreement. The word “including” does not limit the preceding words or terms, and the word “including” shall be deemed 42 to be followed by the words “without limitation” even where not expressly so stated. Section references are to sections of this Agreement unless otherwise stated. All references to “dollars” or “$” in this Agreement refer to United States dollars. Section 12.12 Entire Agreement. This Agreement (including all exhibits and schedules referred to herein) constitutes the entire agreement of the parties relating to the subject matter hereof, and all prior understandings, whether written or oral, are superseded by this Agreement, and all prior understandings, and all related agreements and understandings (including any term sheets exchanged among the parties and their Affiliates and representatives relating hereto), are terminated. Section 12.13 Severability. In case any one or more of the provisions contained in this Agreement are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement. Section 12.14 Construction; Joint Preparation. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by all of the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Section 12.15 Specific Performance. Each of the parties acknowledges and agrees that the subject matter of this Agreement, including the business, assets and properties of the Company, is unique, that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached, and that remedies at law would not be adequate to compensate such other parties not in default or in breach. Accordingly, each of the parties agrees that the other parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions of this Agreement, in addition to any other remedy to which they may be entitled, at law or in equity. Section 12.16 Costs of Enforcement. The prevailing party in any proceeding with respect to any disputes arising under this Agreement will be entitled to reimbursement of its costs of enforcing its rights under this Agreement, including but not limited to reasonable attorneys’ fees and costs. * * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Agreement Date. SELLER: ::a[WPI?LLC Name: Xxxxxxx Xxxxx Title: Chief Executive Officer [SIGNA TlJRE PAGE TO MEMBERSHIP INTEREST PURCHASE AGREEMENT] Date. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Agreement GUARANTOR: (for purposes of ARTICLE JO hereof) NORTHSTAR HEALTHCARE INCOME OPERATING PARTNERSHIP, LP By: [WU~y Name: Xxxxxxx Xxxxx Title: Chief Executive Officer [SIGNATURE PAGE TO MEMBERSHIP INTEREST PURCHASE AGREEMENT] Date. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Agreement BUYER: GAHC3 TRILOGY JV, LLC By: American Healthcare REIT Holdings, LP, its Sole Member By: Continental Merger Sub, LLC, its General Partner By: American Healthcare REIT, Inc., its Sole Member :~.,~ --V.......u--t - Title: Chief Executive Officer and President [SIGNATURE PAGE TO MEMBERSHIP INTEREST PURCHASE AGREEMENT] IN WITNESS WHEREOF, the parties have executed this Agreement as of the Agreement Date. ISSUER: By: Name: Xxxxx Xxxx Title: Chief Executive Officer and President (SIGNATURE PAGE TO MEMBERSHIP INTEREST PURCHASE AGREEMENT]
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EXHIBITB FORM OF TRANSFER DOCUMENT * * Pursuant to Item 601 (a)(5) of Regulation S-K, we have not filed with the Option Agreement this schedule/ attachment to the Option Agreement. We will provide a copy of this omitted schedule/attachment to the SEC or its staff upon request. EXHIBIT C FORM OF OWNERSHIP WAIVER [See attached.] 1 OWNERSHIP LIMIT WAIVER In accordance with Section 7.1.7 of the Fourth Articles of Amendment and Restatement (as amended and supplemented, the “Articles”)1 of American Healthcare REIT, Inc., a Maryland corporation (f/k/a Xxxxxxx-American Healthcare REIT IV, Inc., the “Company”), dated October 1, 2021, the Board of Directors hereby determines that, in consideration of the representations, warranties and covenants contained in Sections (iii) and (v) hereof, made by [●] (taxpayer identification number Trilogy Holdings NT-HCI, LLC) (the “Investor”): (i) The Board of Directors hereby waives the Aggregate Share Ownership Limit and the Common Share Ownership Limit with respect to the Shares Beneficially Owned and Constructively Owned by the Investor Group, and establishes an Excepted Holder Limit for the Investor Group equal to: [(i) 9,360,000 Series A Cumulative Convertible Perpetual Preferred Shares of the Company (“Preferred Shares”) or (ii) the number of Common Shares into which the Preferred Shares are converted if the Investor exercises the option pursuant to the terms of the Preferred Shares to convert the Preferred Shares into Common Shares]. The terms “Aggregate Share Ownership Limit” and “Common Share Ownership Limit” as used hereinafter refer to the Aggregate Share Ownership Limit and the Common Share Ownership Limit, respectively, without regard to this waiver. As used herein, the “Investor Group” means (A) the Investor and (B) NorthStar Healthcare Income, Inc. (“NorthStar REIT”). (ii) If at any time the number of (i) Preferred Shares, or (ii) Common Shares into which the Preferred Shares are converted if the Investor exercises the option pursuant to the terms of the Preferred Shares to convert the Preferred Shares into Common Shares (“Convertible Common Shares”) held by Investor is reduced below the number of such shares Beneficially Owned or Constructively Owned by the Investor on the date on which this waiver is provided, this waiver shall automatically, with no further action by any person, with immediate effect and without prior notice, be adjusted downward to the number of Preferred Shares or Convertible Common Shares held by Investor at such time until Investor no longer holds shares in excess of the Aggregate Share Ownership Limit and/or the Common Share Ownership Limit, as applicable, at which time the waiver of the Aggregate Share Ownership Limit and/or the Common Share Ownership Limit, as applicable, shall be rescinded automatically, with no further action by any person, with immediate effect and without prior notice. (iii) The Investor represents and warrants to the Company as of the date hereof that no “qualified trust”, as defined in Section 856(h)(3)(E) of the Code, Beneficially Owns, and covenants that no “qualified trust” in the future will Beneficially Own, Shares in excess of the Aggregate Share Ownership Limit or the Common Share Ownership Limit solely by reason of the ownership of Shares by the Investor. (iv) If at any time the Beneficial Ownership of Shares in excess of the Aggregate Share Ownership Limit or the Common Share Ownership Limit by any member of the Investor Group would result in the Company being treated as a “pension-held REIT”, as defined 1 Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the Articles. 2 under Section 856(h)(3)(D) of the Code, because of the Beneficial Ownership of Shares by a “qualified trust”, as defined in Section 856(h)(3)(E) of the Code, by solely reason of the ownership of Shares by the Investor, then the waiver of the Aggregate Share Ownership Limit and the Common Share Ownership Limit granted pursuant to this waiver shall be rescinded automatically, with no further action by any person, with immediate effect and without prior notice, and Shares Beneficially Owned by the Investor shall be governed by the otherwise applicable provisions as set forth in Article VII of the Articles. (v) The Investor represents and warrants to the Company as of the date hereof that no “individual” (within the meaning of Section 542(a)(2) of the Code, determined after taking into account Sections 856(h)(1)(B) and 856(h)(3) of the Code (an “Individual”)), Beneficially Owns, and covenants that no Individual in the future will Beneficially Own, Shares in excess of the Aggregate Share Ownership Limit or the Common Share Ownership Limit by reason of the ownership of Shares by the Investor. (vi) If at any time an Individual would be considered to Beneficially Own Shares in excess of the Aggregate Share Ownership Limit or the Common Share Ownership Limit by reason of the ownership of Shares by the Investor, then the waiver of the Aggregate Share Ownership Limit and the Common Share Ownership Limit granted pursuant to this waiver shall be rescinded automatically, with no further action by any person, with immediate effect and without prior notice, and Shares Beneficially Owned by the Investor shall be governed by the otherwise applicable provisions as set forth in Article VII of the Articles. (vii) The Investor represents and warrants to the Company as of the date hereof that no member of the Investor Group owns, actually or Constructively, and covenants that no member of the Investor Group in the future will own, actually or Constructively, an interest in a tenant of the Company or a tenant of any entity owned or controlled by the Company (each, a “Tenant”) that would cause the Company to own, actually or Constructively, more than a 9.9% equity interest in the Tenant. (viii) The Investor shall promptly provide to the Company such information as the Company or the Board of Directors may reasonably request to determine the effect of such Investor’s ownership of Shares on the Company’s status as a REIT (including the impact, if any, of Section 856(d)(2)(B) of the Code and on the Company’s ability to satisfy the requirements of Sections 856(c)(2) and 856(c)(3) of the Code), provided that the Company agrees it will not publicly disclose such information or the waiver granted herein other than as required by law, rule or regulation. (ix) The Investor covenants that, after the date hereof, it will immediately notify the Company of any date on which the foregoing representations and warranties are no longer true and correct in all respects. (x) If the Investor violates any of the representations or undertakings in this waiver (or takes any other action which is contrary to the restrictions contained in Sections 7.1.1 through 7.1.6 of the Articles), other than as a result of a stock dividend, rights dividend, stock split or similar transaction effected by the Company, then the waiver of the Aggregate Share Ownership Limit and the Common Share Ownership Limit granted pursuant to this waiver
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3 shall be rescinded automatically, with no further action by any person, with immediate effect and without prior notice, and Shares Beneficially Owned by the Investor shall be governed by the otherwise applicable provisions as set forth in Article VII of the Articles. (xi) This waiver shall apply to the Investor Group and to any successor or assignee, whether a transfer to any such successor or assignee were to occur by operation of law, contract or otherwise, provided any such successor or assignee provides the same representations and warranties set forth in this waiver and the other requirements set forth in Section 7.1.7 of the Articles are satisfied with respect to such successor or assignee. Dated: [●], 202[●] American Healthcare REIT, Inc.: By: Name: Title: AGREED AND ACCEPTED: Trilogy Holdings NT-HCI, LLC: By: Name: Title: EXHIBIT D FORM OF PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT [See attached.] 4877-1320-6390v 12 REGISTRATION RIGHTS AGREEMENT (for Preferred Stock) THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 202[●], is made by and between American Healthcare REIT, Inc., a Maryland corporation (the “Company”), and Trilogy Holdings NT-HCI, LLC, a Delaware limited liability company (“NorthStar”). RECITALS WHEREAS, the Company, GAHC3 Trilogy JV, LLC, a Delaware limited liability company (“Buyer”), NorthStar and NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership, entered into a Membership Interest Purchase Agreement, dated as of October [●], 2023 (the “Purchase Agreement”), pursuant to which, subject to the terms and conditions set forth in the Purchase Agreement, the Company has the right to issue shares of the Company’s Series A Cumulative Convertible Preferred Stock, $0.01 par value per share (the “Preferred Stock”), to NorthStar as consideration for Buyer’s purchase of NorthStar’s equity interests in Trilogy REIT Holdings, LLC, a Delaware limited liability company; WHEREAS, on the date of this Agreement, the Company will issue [●] shares of Preferred Stock to NorthStar as purchase price consideration pursuant to the Purchase Agreement; WHEREAS, pursuant to the Company’s Articles Supplementary setting forth the terms of the Preferred Stock (the “Articles Supplementary”), the Preferred Stock is subject to a Dividend Cap (as defined in the Articles Supplementary) in certain instances; WHEREAS, as a condition to its continuing to have the benefit of the Dividend Cap, the Company must comply with the terms of this Agreement, it being understood that the Company need not so comply with this Agreement, but in such case will not have the continued benefit of the Dividend Cap; and WHEREAS, as a condition to the consummation of the transaction contemplated by the Purchase Agreement, the Company agreed to grant the rights set forth herein to the Holders. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: Section 1. Definitions. In this Agreement, the following terms have the following respective meanings: “Agreement” has the meaning ascribed to it in the preamble hereof. “Articles Supplementary” has the meaning ascribed to it in the recitals hereof. “Board” means the board of directors of the Company. “Business Day” means any day other than a Saturday, a Sunday or any day on which banks located in the State of New York are authorized or required to be closed for the conduct of regular banking business. “Buyer” has the meaning ascribed to it in the recitals hereof. “Capital Stock” means shares of stock of the Company. “Company” has the meaning ascribed to it in the preamble of this Agreement. 2 4877-1320-6390v 12 “Demand Registration” has the meaning ascribed to it in Section 2(a). “Demand Registration Statement” has the meaning ascribed to it in Section 2(a). “End of Suspension Notice” has the meaning ascribed to it in Section 3(e). “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “FINRA” means the Financial Industry Regulatory Authority, Inc. “Form S-3” has the meaning ascribed to it in Section 2(a). “Holder” means (i) NorthStar and (ii) each Person that may become a party to this Agreement in accordance with Section 8. “Indemnified Party” has the meaning ascribed to it in Section 7(a). “Indemnifying Party” has the meaning ascribed to it in Section 7(c). “Initiating Holders” has the meaning ascribed to it in Section 2(a). “Listing Requirements” means the National Securities Exchange’s eligibility requirements for the listing (and continued listing) of the Preferred Stock, including the Registerable Securities, on such National Securities Exchange. “Losses” has the meaning ascribed to it in Section 7(a). “Maximum Number of Shares” has the meaning ascribed to it in Section 2(c). “Minimum Holders Condition” means the minimum number of shares and the minimum shareholder requirement of a National Securities Exchange. “National Securities Exchange” means the New York Stock Exchange or such other national securities exchange on which shares of Preferred Stock are to be listed or are then listed (as determined by the Company). “NorthStar” has the meaning ascribed to it in the preamble of this Agreement. “Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, joint venture, other business organization, trust, union, association or any federal, state, municipal or local government, any instrumentality, subdivision, court, administrative or regulatory agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority. “Preferred Stock” has the meaning ascribed to it in the recitals hereof. “Prospectus” means the prospectus included in any registration statement contemplated by this Agreement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registerable Securities covered by such registration statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. “Prospectus” shall also be deemed
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EXHIBIT E FORM OF COMMON STOCK REGISTRATION RIGHTS AGREEMENT [See attached.] 4865-0312-6116v 16 REGISTRATION RIGHTS AGREEMENT (for Common Stock) THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 202[●], is made by and between American Healthcare REIT, Inc., a Maryland corporation (the “Company”), and Trilogy Holdings NT-HCI, LLC, a Delaware limited liability company (“NorthStar”). RECITALS WHEREAS, the Company, GAHC3 Trilogy JV, LLC, a Delaware limited liability company (“Buyer”), NorthStar and NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership, entered into a Membership Interest Purchase Agreement, dated as of [●], 2023 (the “Purchase Agreement”), pursuant to which, subject to the terms and conditions set forth in the Purchase Agreement, the Company had the right to issue shares of the Company’s Series A Cumulative Convertible Preferred Stock, $0.01 par value per share (the “Preferred Stock”), to NorthStar as consideration for Buyer’s purchase of NorthStar’s equity interests in Trilogy REIT Holdings, LLC, a Delaware limited liability company; WHEREAS, on the date of this Agreement, the Company will issue [●] shares of Preferred Stock to NorthStar as purchase consideration pursuant to the Purchase Agreement; WHEREAS, under certain circumstances provided for in the Company’s articles supplementary setting forth the terms of the Preferred Stock, the Preferred Stock may be convertible into the Company’s common stock, $0.01 par value per share (“Common Stock”); provided, however, such Preferred Stock may not be converted into Common Stock until June 30, 2026 (the period from the date hereof through such date, the “Conversion Lockout Period”); WHEREAS, as a condition to the consummation of the transaction contemplated by the Purchase Agreement, the Company agreed to grant the registration rights set forth herein to the Holders; and WHEREAS, the parties hereto desire to enter into this Agreement to evidence the registration rights agreed to in the Purchase Agreement and the mutual covenants of the parties relating thereto. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: Section 1. Definitions. In this Agreement, the following terms have the following respective meanings: “Agreement” has the meaning ascribed to it in the preamble hereof. “Board” means the board of directors of the Company. “Business Day” means any day other than a Saturday, a Sunday or any day on which banks located in the State of New York are authorized or required to be closed for the conduct of regular banking business. “Buyer” has the meaning ascribed to it in the recitals hereof. “Common Stock” has the meaning ascribed to it in the recitals hereof. “Company” has the meaning ascribed to it in the preamble of this Agreement. 2 4865-0312-6116v 16 “Conversion Lockout Period” has the meaning ascribed to it in the recitals hereof. “Demand Registration” has the meaning ascribed to it in Section 3(a). “Demand Registration Statement” has the meaning ascribed to it in Section 3(a). “Effective Date” means, with respect to a particular Shelf Registration Statement, the date of effectiveness of such Shelf Registration Statement. “End of Suspension Notice” has the meaning ascribed to it in Section 5(e). “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “FINRA” means the Financial Industry Regulatory Authority, Inc. “Form S-3” has the meaning ascribed to it in Section 2(a). “Holder” means (i) NorthStar and (ii) each Person that may become a party to this Agreement in accordance with Section 11 of this Agreement. “Indemnified Party” has the meaning ascribed to it in Section 9(a). “Indemnifying Party” has the meaning ascribed to it in Section 9(c). “Initiating Holders” has the meaning ascribed to it in Section 3(a). “Losses” has the meaning ascribed to it in Section 9(a). “Maximum Number of Shares” has the meaning ascribed to it in Section 3(c). “National Securities Exchange” means the New York Stock Exchange, NYSE American or Nasdaq (or any successor exchange thereto). “NorthStar” has the meaning ascribed to it in the preamble of this Agreement. “Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, joint venture, other business organization, trust, union, association or any federal, state, municipal or local government, any instrumentality, subdivision, court, administrative or regulatory agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority. “Piggyback Registration” has the meaning ascribed to it in Section 4(a). “Preferred Stock” has the meaning ascribed to it in the recitals hereof. “Prospectus” means the prospectus included in any registration statement contemplated by this Agreement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registerable Securities covered by such registration statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus. “Prospectus” shall also be deemed to include any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Registerable Securities. 3 4865-0312-6116v 16 “Purchase Agreement” has the meaning ascribed to it in the recitals hereof. “Registerable Securities” means, with respect to any Holder, the shares of Common Stock issued or issuable upon conversion of validly tendered outstanding shares of Preferred Stock and any additional shares of Common Stock issued or issuable as a dividend or other distribution on, in exchange for, or otherwise in respect of such shares of Common Stock (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations or otherwise); provided, that shares of Common Stock shall cease to be Registerable Securities with respect to any Holder at the time (i) such shares have been sold pursuant to an effective registration statement or are sold pursuant to Rule 144 under the Securities Act (or any similar provisions then in force) or (ii) such shares have been sold to the Company or any of its subsidiaries. “Registration Expenses” means any and all expenses incident to the performance of or compliance with this Agreement, including (i) all fees of the SEC, the appropriate National Securities Exchange or such other exchange on which the Registerable Securities may be listed from time to time, and FINRA, (ii) all fees and expenses incurred in connection with compliance with federal or state securities or blue sky laws (including any registration, listing and filing fees and reasonable fees and disbursements of counsel in connection with blue sky qualification of any of the Registerable Securities and the preparation of a blue sky memorandum and compliance with the rules of FINRA and, if applicable, a National Securities Exchange (in an amount not to exceed $10,000)), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, duplicating, printing, delivering and distributing any registration statement contemplated by this Agreement, any Prospectus, any amendments or supplements thereto, securities sales agreements, certificates and any other documents relating to the performance under and compliance with this Agreement, (iv) if applicable, all fees and expenses incurred in connection with the listing or inclusion of any of the Registerable Securities on a National Securities Exchange pursuant to Section 6(j), (v) the fees and disbursements of counsel for the Company and of the independent public accountants of the Company (including the expenses of any special audit, agreed upon procedures and “cold comfort” letters required by or incident to such performance), and (vi) any fees and disbursements customarily paid in offers and sales of securities (including the fees and expenses of any experts retained by the Company in connection with any registration statement contemplated by this Agreement); provided, however, that Registration Expenses will exclude brokers’ or underwriters’ discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registerable Securities by a Holder and the fees and disbursements of any counsel to the Holders other than as provided for in clause (ii) above. “Renewal Deadline” has the meaning ascribed to it in Section 2(c). “Rule 144” means Rule 144 under the Securities Act. “SEC” means the Securities and Exchange Commission. “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. “Selling Expenses” means, if any, all underwriting or broker fees, discounts and selling commissions or similar fees or arrangements, fees of counsel to the Selling Holders (other than as specifically provided in the definition of “Registration Expenses”) and transfer taxes allocable to the sale of the Registerable Securities included in the applicable offering. “Selling Holder” means a Holder who is selling Registerable Securities under a registration statement pursuant to the terms of this Agreement.
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[Signature Page to Registration Rights Agreement] IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above. AMERICAN HEALTHCARE REIT, INC., a Maryland corporation By: Xxxxx X. Xxxx Chief Financial Officer TRILOGY HOLDINGS NT-HCI, LLC, a Delaware limited liability company By: Xxxxxxx Xxxxx Chief Executive Officer EXHIBITF FORM OF SELLER RELEASE * * Pursuant to Item 601 (a)(5) of Regulation S-K, we have not filed with the Option Agreement this schedule/attachment to the Option Agreement. We will provide a copy of this omitted schedule/attachment to the SEC or its staff upon request. EXHIBIT G FORM OF PUT RIGHTS LETTER AGREEMENT [See attached.] CONFIDENTIAL 1 757538756.5 AMERICAN HEALTHCARE REIT, INC. 00000 Xxx Xxxxxx Xxx., Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000 [________] [__], 202[_] Trilogy Holdings NT-HCI, LLC c/o NorthStar Healthcare Income, Inc. 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Legal Department Re: Put Rights Ladies and Gentlemen: This letter agreement (this “Letter”) is entered into by and between American Healthcare REIT, Inc., a Maryland corporation (“AHR”), and Trilogy Holdings NT-HCI, LLC, a Delaware limited liability company (“NorthStar Seller,” and together with AHR, the “Parties”), relating to the Series A Cumulative Convertible Preferred Stock, $0.01 par value per share (the “Series A Preferred Stock”), of AHR. The rights of NorthStar Seller herein are in addition to, and not in lieu of, any rights, privileges and preferences of a holder of shares of Series A Preferred Stock set forth in the Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on [____], 202[_] (as further amended or supplemented from time to time, the “Articles Supplementary”) that established such Series A Preferred Stock. Capitalized terms used but not otherwise defined herein shall have their respective meaning as set forth in the Articles Supplementary. Capitalized terms used and defined herein and that are also used and defined in the Articles Supplementary shall have the meanings ascribed to them herein solely for purposes of the Parties’ rights and obligations in this Letter and for no other purpose. The Parties hereto hereby agree as follows: 1. Definitions. For purposes of this Letter, the following terms have the meanings set forth below: (a) “Fundamental Change” means an occurrence of either of the following: (i) any sale, lease or other transfer in one transaction or a series of transactions of a majority of the consolidated assets of AHR and its subsidiaries, taken as a whole, to, one or more Persons other than one or more of AHR’s subsidiaries, in each case pursuant to which AHR’s Common Shares or other Junior Securities will receive a distribution of the proceeds in, cash, securities or other property; or (ii) the earlier to occur of (A) the filing of a federal income tax return by AHR for any taxable year on which AHR does not elect to be taxed as a REIT; (B) the approval by the stockholders of AHR of a proposal for AHR to cease to qualify as a REIT; (C) the public announcement by AHR that it has ceased to qualify as a REIT; (D) a determination by the Board of Directors, based on the 4894-0217-4589v 14
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2 757538756.5 advice of counsel, that AHR has ceased to qualify as a REIT (for the avoidance of doubt, taking into account the relief provided by all of the “REIT savings” provisions set forth in the Code, including Sections 856(c)(6), 856(c)(7), 856(g)(5) and 562(e)); or (E) the receipt by AHR or its duly authorized representatives of a final determination or conclusion from the United States Internal Revenue Service that AHR has failed to meet the requirements for REIT qualification and taxation as a REIT under Sections 856 through 860 of the Code for one or more taxable years; provided, however, that: (A) the events described in the above clause (i) shall not be deemed to be a Fundamental Change if the sole purpose of such transaction(s) is for AHR to change its domicile and/or to change its form of organization (e.g., from a corporation to a trust); and (B) the initial public offering of the Common Shares concurrently with a listing on a National Securities Exchange shall not constitute a Fundamental Change. (b) “Junior Securities” mean each class or series of capital stock that AHR may issue in the future the terms of which does not expressly provide that it ranks on a parity with, or senior to, the Series A Preferred Stock as to dividend rights and/or as to distribution rights upon AHR’s liquidation, dissolution or winding up (referred to in the Articles Supplementary as “liquidation rights”), as applicable based on the usage thereof in the Articles Supplementary. (c) “NorthStar Entity” means NorthStar Parent and any subsidiary of NorthStar Parent (including NorthStar Seller). (d) “NorthStar Parent” means NorthStar Healthcare Income, Inc., a Maryland corporation. (e) “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a mutual fund, an exchange traded fund or any other entity. (f) “Repurchase Factor” shall mean: (i) from the Original Issuance Date to and including [March 31, 2024, 92.5%; (ii) from April 1, 2024 to and including] December 31, 2024, 95%; [(iii)] from January 1, 2025 to and including December 31, 2025, 100%; and [(iv)] from January 1, 2026 and thereafter, 105%.1 (g) “Repurchase Price” shall mean, on a Put Date, a price per share of Series A Preferred Stock equal to (i) the then Liquidation Preference multiplied by the Repurchase Factor, plus (ii) an amount equal to all accrued but unpaid dividends (whether or not authorized or declared) on such share to, but not including, such Put Date. (h) “Transfer” means any assignment, sale, hypothecation, disposition of or other like transfer of any shares of Series A Preferred Stock (or any interest therein) by NorthStar Seller or its Affiliates. 2. Put Right. (a) Put Right. If a Fundamental Change occurs at any time that any NorthStar Entity holds shares of Series A Preferred Stock, then such NorthStar Entity shall have the right (the “Put Right”), at such NorthStar Entity’s option, to require AHR to repurchase for cash, out of funds legally available 1 To be updated depending on closing date under MIPA, e.g., if the closing date occurs after 3/31/24 then clause (i) becomes extraneous. 3 757538756.5 therefor, any or all of such NorthStar Entity’s shares of Series A Preferred Stock on a date specified by AHR (the “Put Date”) that can be no later than 60 days following the date of delivery by AHR of a notice of the Fundamental Change (the “Fundamental Change Notice”) at the Repurchase Price. (b) Procedures for Put Right. (i) Within 15 days following the occurrence of a Fundamental Change, AHR shall provide to such NorthStar Entity a Fundamental Change Notice, which notice shall be addressed to such NorthStar Entity at its address as it appears on the stock transfer records of AHR and shall specify: (A) the events constituting the Fundamental Change; (B) the date of the Fundamental Change; (C) the Put Date; (D) the Repurchase Price; (E) the date prior to which such NorthStar Entity is required to deliver a completed notice to AHR stating the number of shares of Series A Preferred Stock to be repurchased by AHR, which delivery date shall be no earlier than 10 Business Days following the delivery of the Fundamental Change Notice; (F) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the Repurchase Price; and (G) the procedures for surrendering uncertificated shares of Series A Preferred Stock for payment of the Repurchase Price. The failure of AHR to give the foregoing Fundamental Change Notice or any defect contained therein shall not limit the Put Right of the NorthStar Entities herein or affect the validity of any proceedings for the repurchase of shares of Series A Preferred Stock in connection with the Put Right. (ii) On or after the Put Date, the NorthStar Entities shall present and surrender the certificates, if any, representing the NorthStar Entities’ shares of Series A Preferred Stock to AHR at a place designated therefor in the Fundamental Change Notice, and upon such presentation and surrender, AHR shall thereupon pay the Repurchase Price of such shares, without interest, to such NorthStar Entities, and each surrendered certificate shall then be canceled, or, in the case of uncertificated shares, AHR shall pay the Repurchase Price of such shares, without interest, in the name of such NorthStar Entities through book-entry transfer. If the NorthStar Entities’ shares of Series A Preferred Stock are certificated and fewer than all the shares represented by any such certificate representing shares of Series A Preferred Stock are to be repurchased, a new certificate shall be issued to the NorthStar Entities representing the remaining shares of Series A Preferred Stock held by such NorthStar Entities that were not repurchased by AHR. (iii) If (A) the Put Right has been exercised by any NorthStar Entity in accordance with this Section 2(b), (B) the funds necessary for the repurchase of the shares of Series A Preferred Stock held by such NorthStar Entity has been set apart by AHR in trust for the benefit of such NorthStar Entity and (C) irrevocable instructions have been given to the applicable paying agent to pay the Repurchase Price, then from and after the Put Date, dividends shall cease to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock shall no longer be deemed outstanding, and all rights of the NorthStar Entities in respect of such shares shall terminate, except the right to receive the Repurchase Price in cash (without interest). (iv) If a Put Date is prior to the Dividend Record Date for any declared dividend, the NorthStar Entities will not have the right to receive any declared dividends in respect of the repurchased shares. If a Put Date is on or after the Dividend Record Date for any declared dividend and prior to the Dividend Payment Date, the NorthStar Entities shall receive that dividend in respect of the repurchased shares on the relevant Dividend Payment Date notwithstanding such repurchase, and the Repurchase Price otherwise payable on such repurchased shares shall be reduced by an amount equal to the full dividend payable on the Dividend Payment Date on the shares of Series A Preferred Stock being repurchased. 3. Exception to Fundamental Change. In the event that a transaction (or series of transactions) occurs that would constitute a Fundamental Change (as defined in the Articles Supplementary) but for the 4 757538756.5 application of subsection (B) of the proviso in the definition of Fundamental Change in the Articles Supplementary, then each NorthStar Entity shall have the right to exercise the Holder Put Right (in respect of any shares of Series A Preferred Stock then held by such NorthStar Entity) under Section 6 of the Articles Supplementary from and after the closing of such transaction(s), subject to the other terms, conditions and procedures set forth in Section 6 and elsewhere in the Articles Supplementary for an exercise of the Holder Put Right in respect of such shares. 4. Miscellaneous. (a) This Letter constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, undertakings and understandings, both written and oral, relating to the subject matter hereof. No provision of this Letter may be amended, supplemented or modified except by a written instrument making specific reference hereto signed by both Parties hereto. No party may assign this Letter nor any of its rights, interests or obligations hereunder without the prior written consent of the other Party hereto; it being further understood by NorthStar Seller that no transferee of, or any other successor to, its shares of Series A Preferred Stock shall succeed to any rights of NorthStar Seller hereunder without the prior written consent of AHR unless such transferee or successor is a NorthStar Entity. In case any one or more of the provisions contained in this Letter are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Letter. (b) This Letter and all claims arising hereunder (in tort, contract or otherwise) will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any other jurisdiction to be applied. (c) This Letter may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter by facsimile or e-mail shall be as effective as delivery of a manually executed counterpart. [SIGNATURE PAGE FOLLOWS] CONFIDENTIAL [SIGNATURE PAGE TO PUT RIGHTS LETTER AGREEMENT] Very truly yours, AMERICAN HEALTHCARE REIT, INC. By: Name: Title: AGREED: TRILOGY HOLDINGS NT-HCI, LLC By: Name: Title:
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EXHIBITH FORM OF LIMITED-LIABILITY-COMPANY LEGAL OPINION (DELAWARE LAW)- BUYER * * Pursuant to Item 601 (a)(5) of Regulation S-K, we have not filed with the Option Agreement this schedule/ attachment to the Option Agreement. We will provide a copy of this omitted schedule/attachment to the SEC or its staff upon request. EXIDBIT I FORM OF CORPORATE LEGAL OPINION - ISSUER * * Pursuant to Item 601 (a)(5) of Regulation S-K, we have not filed with the Option Agreement this schedule/ attachment to the Option Agreement. We will provide a copy of this omitted schedule/attachment to the SEC or its staff upon request. EXHIBIT J FORM OF CORPORATE LEGAL OPINION (MARYLAND LAW) - ISSUER * * Pursuant to Item 60J(a)(5) of Regulation S-K, we have not filed with the Option Agreement this schedule/ attachment to the Option Agreement. We will provide a copy of this omitted schedule/attachment to the SEC or its staff upon request. EXHIBITK FORM OF REIT TAX OPINION - ISSUER * * Pursuant to Item 601 (a)(5) of Regulation S-K, we have not filed with the Option Agreement this schedule/ attachment to the Option Agreement. We will provide a copy of this omitted schedule/attachment to the SEC or its staff upon request.
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SCHEDULE 1 * PURCHASE CONSIDERATION ILLUSTRATIVE CALCULATIONS * Pursuant to Item 601 (a)(5) of Regulation S-K, we have not filed with the Option Agreement this schedule/ attachment to the Option Agreement. We will provide a copy of this omitted schedule/attachment to the SEC or its staff upon request. SCHEDULE 2 ASSET SALE THRESHOLDS * Pursuant to Item 601(a)(5) of Regulation S-K, we have not filed with the Option Agreement this schedule/ attachment to the Option Agreement. We will provide a copy of this omitted schedule/attachment to the SEC or its staff upon request. *