WELLTOWER INC. (a Delaware corporation) WELLTOWER OP LLC (a Delaware limited liability company) (including the Additional Notes (as defined in the Purchase Agreement)) REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2023 • Welltower OP LLC • Real estate investment trusts • New York
Welltower OP LLC, a Delaware limited liability company (the “Operating Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC (the “Representatives”) are acting as the representatives, its 2.750% Exchangeable Senior Notes due 2028 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Operating Company, Welltower Inc., a Delaware corporation (the “Company”), and the Representatives, dated as of May 8, 2023 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, the Notes will be exchangeable for shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”) in accordance with the terms of the Notes and the Indenture (as defined below). The Notes will be guaranteed on a senior unsecured basis by the Company. To induce the Initial Purchasers to ente
WELLTOWER OP LLC as Issuer WELLTOWER INC. as REIT and Guarantor Execution Version AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of May 11, 2023Indenture • May 11th, 2023 • Welltower OP LLC • Real estate investment trusts • New York
INDENTURE dated as of May 11, 2023 among WELLTOWER OP LLC, a Delaware limited liability company, as issuer (the “Company,” as more fully set forth in Section 1.01 hereof), WELLTOWER INC., a Delaware corporation, as the REIT and guarantor (the “REIT,” as more fully set forth in Section 1.01 hereof), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01 hereof).
