GENESIS HEALTHCARE, INC. and EQUINITI TRUST COMPANY as Rights Agent, TAX BENEFITS PRESERVATION PLAN Dated as of March 11, 2021Tax Benefits Preservation Plan • March 12th, 2021 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • Delaware
The definition of “Acquiring Person” contained in the Tax Benefits Preservation Plan contains several exemptions, including for (i) the Company or any of its subsidiaries; (ii) any employee benefit plan of the Company, or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan; (iii) any person who becomes a beneficial owner of 4.9% or more of the shares of Common Stock then outstanding as a result of (x) a reduction in the number of shares of Common Stock by the Company due to a repurchase of securities by the Company or (y) a stock dividend, stock split, reverse stock split or similar transaction, in each case unless and until such person increases his, her or its ownership by more than one (1) percentage point over such person’s lowest percentage stock ownership on or after the consummation of the relevant transaction; (iv) any person that becomes a beneficial owner of 4.9% or more of
