FALSE0001566912--12-3100015669122021-09-302021-09-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 30, 2021
 
Griffin-American Healthcare REIT III, Inc.
(Continental Merger Sub, LLC, as successor by merger to Griffin-American Healthcare REIT III, Inc.)
(Exact name of registrant as specified in its charter)
 
Maryland   000-55434   46-1749436
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
                                       c/o American Healthcare REIT, Inc.
18191 Von Karman Avenue, Suite 300
Irvine, California
  92612
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (949) 270-9200
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
None None None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                            Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐



Item 1.01 Entry Into a Material Definitive Agreement.

Registration Rights Agreement

On October 1, 2021, at the consummation of the AHI Acquisition (as defined in Item 2.01 below), Griffin-American Healthcare REIT III, Inc., a Maryland corporation (the “Company”), and American Healthcare REIT Holdings, LP (formerly known as Griffin-American Healthcare REIT III Holdings, LP), a Delaware limited partnership (the “Surviving Partnership”), entered into a registration rights agreement with Griffin-American Strategic Holdings, LLC (“HoldCo”) (the “Registration Rights Agreement”), pursuant to which, subject to certain limitations therein, as promptly as practicable following the later of the expiration of (i) the period commencing on the closing of the AHI Acquisition and ending upon the earliest to occur of (A) the second anniversary date of the issuance of the units of limited partnership of the Surviving Partnership (the “Surviving Partnership OP Units”) issued in connection with the AHI Acquisition, (B) a change of control of Merger Sub (as defined in Item 2.01 below), and (C) the listing of shares of common stock of American Healthcare REIT, Inc. (formerly known as Griffin-American Healthcare REIT IV, Inc.), a Maryland corporation (“GAHR IV”), on a national securities exchange (the “Lock-Up Period”); and (ii) the date on which GAHR IV is eligible to file a registration statement (but in any event no later than 180 days after such date), GAHR IV, as the indirect parent company of the Surviving Partnership, is required to file a shelf registration statement with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, covering the resale of the shares of GAHR IV’s Class I common stock, $0.01 par value per share (“GAHR IV Common Stock”), issued or issuable in redemption of the Surviving Partnership OP Units that the Surviving Partnership issued as consideration in the AHI Acquisition. The Registration Rights Agreement also grants HoldCo (or any successor holder of such shares) demand rights to request additional registration statement filings as well as “piggyback” registration rights, in each case on or after the expiration of the Lock-Up Period.

The foregoing description of the Registration Rights Agreement contained in this Item 1.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Merger with GAHR IV

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2021 (the “Prior 8-K”), the Company, the Surviving Partnership, GAHR IV, its subsidiary Griffin-American Healthcare REIT IV Holdings, LP, a Delaware limited partnership (“GAHR IV Operating Partnership”) and Continental Merger Sub, LLC (“Merger Sub”), a Maryland limited liability company and a wholly owned subsidiary of GAHR IV, entered into an Agreement and Plan of Merger on June 23, 2021 (the “Merger Agreement”).

The stockholders of the Company approved the REIT Merger (as defined below) contemplated by the Merger Agreement at the Company’s special meeting of stockholders held on September 30, 2021 (the “Special Meeting”) and the stockholders of GAHR IV approved the REIT Merger contemplated by the Merger Agreement at GAHR IV’s annual meeting of stockholders held on September 30, 2021.

On October 1, 2021, pursuant to the Merger Agreement, (i) the Company merged with and into Merger Sub, with Merger Sub being the surviving company (the “REIT Merger”), and (ii) GAHR IV Operating Partnership merged with and into the Surviving Partnership, with the Surviving Partnership being the surviving entity and being renamed American Healthcare REIT Holdings, LP (the “Partnership Merger” and, together with the REIT Merger, the “Merger”).

At the effective time of the REIT Merger, each issued and outstanding share of the Company’s common stock, $0.01 par value per share (“Company Common Stock”), converted into the right to receive 0.9266 shares of GAHR IV Common Stock.

At the effective time of the Partnership Merger, (i) each unit of partnership interest in the Surviving Partnership outstanding as of immediately prior to the effective time of the Partnership Merger converted automatically into the right to receive 0.9266 of a “Partnership Class I Unit” (as provided in the agreement of limited partnership of the Surviving Partnership) of the Surviving Partnership and (ii) each unit of partnership interest in GAHR IV Operating Partnership outstanding as of immediately prior to the effective time of the Partnership Merger converted automatically into the right to receive one unit of limited partnership interest of the Surviving Partnership of like class.

The REIT Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended.




The foregoing description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.

AHI Acquisition

As previously disclosed in the Prior 8-K, the Company, the Surviving Partnership, Griffin Capital Company, LLC (“Griffin”), American Healthcare Investors, LLC (“AHI” and together with Griffin, the “Sponsors” and each a “Sponsor”), Platform Healthcare Investor T-II, LLC, Flaherty Trust, Jeffrey T. Hanson, Danny Prosky and Mathieu B. Streiff (Messrs. Hanson, Prosky and Streiff, collectively, the “AHI Principals”) entered into a Contribution Agreement on June 23, 2021 (the “Contribution Agreement”). As of October 1, 2021, upon consummation of the transactions contemplated thereby, the Surviving Partnership employs all of AHI’s workforce, which was previously responsible for the management and day-to-day real estate and accounting operations of the Company and GAHR IV, and the Combined Company (as defined below) became self-managed. We refer to this transaction as the “AHI Acquisition” for purposes of this Current Report on Form 8-K.

On October 1, 2021, pursuant to the Contribution Agreement, AHI contributed substantially all of its business and operations to the Surviving Partnership, including its interest in the Company’s and GAHR IV’s external advisor entities, and Griffin contributed its current ownership interest in the Company’s and GAHR IV’s external advisor entities to the Surviving Partnership. In exchange for these contributions, the Surviving Partnership issued Surviving Partnership OP Units to HoldCo, which is a Delaware limited liability company and a wholly owned subsidiary of the Sponsors. Subject to working capital and other customary adjustments, the total approximate value of these Surviving Partnership OP Units at the time of consummation of the transactions contemplated by the Contribution Agreement was approximately $131,674,000, with a reference value for purposes thereof of $8.71 per unit, such that the Surviving Partnership issued approximately 15,117,529 Surviving Partnership OP Units as consideration. We refer to this as the “Closing Date Consideration” for purposes of this Current Report on Form 8-K.

In addition to the Closing Date Consideration, GAHR IV, as successor to the Company, may in the future pay cash “earnout” consideration to AHI based on the fees that GAHR IV may earn from its potential sponsorship of, and investment advisory services rendered to, American Healthcare RE Fund, L.P., a healthcare-related, real-estate-focused, private investment fund currently under consideration by AHI. We refer to this as the “Earnout Consideration” for purposes of this Current Report on Form 8-K. The Earnout Consideration is uncapped in amount and, if ever payable by GAHR IV to AHI, will be due on the seventh anniversary of the closing of the AHI Acquisition (subject to acceleration in certain events, including if GAHR IV achieves certain fee-generation milestones from its sponsorship of the private investment fund). AHI’s ability to receive the Earnout Consideration is also subject to vesting conditions relating to the private investment fund’s deployed equity capital and the continuous employment of at least two of the AHI Principals throughout the vesting period.

The foregoing description of the Contribution Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Contribution Agreement, a copy of which is filed as Exhibit 2.2 to this Current Report on Form 8-K.

The combined company (the “Combined Company”) following the Merger and the AHI Acquisition is named “American Healthcare REIT, Inc.”

Item 3.03 Material Modification to Rights of Security Holders.

As a result of and at the effective time of the REIT Merger, (i) holders of Company Common Stock immediately prior to such time ceased having any rights as stockholders of the Company (other than their right to receive 0.9266 of a share of GAHR IV Common Stock under the Merger Agreement).

The information set forth in Item 2.01 is incorporated herein by reference.

Item 5.01 Change in Control of Registrant.

As a result of and at the effective time of the REIT Merger, a change in control of the Company occurred and the Company merged with and into Merger Sub and the separate corporate existence of the Company ceased.

The information set forth in Item 2.01 is incorporated herein by reference.








Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a result of the REIT Merger and pursuant to the Merger Agreement, as described in Item 2.01 of this Current Report on Form 8-K, the Company ceased to exist and Merger Sub continued as the surviving corporation. All members of the board of directors of the Company ceased to be directors at the effective time of the REIT Merger by operation of the REIT Merger. The departure of the directors was in connection with the REIT Merger and was not due to any disagreement or dispute with the Company on any matter.

Offer Letters with Jeffrey T. Hanson, Danny Prosky, Mathieu B. Streiff and Brian S. Peay

On October 1, 2021, immediately prior to the closing of the AHI Acquisition, the Company (through a wholly owned subsidiary) entered into offer letters with each of Mr. Hanson, Mr. Prosky, Mr. Streiff and Brian S. Peay, the Company’s chief financial officer, relating to their employment with the Company following the closing of the AHI Acquisition and relating to their employment with GAHR IV following the consummation of the REIT Merger. Upon the closing of the REIT Merger, GAHR IV indirectly assumed (by virtue of the REIT Merger and its acquisition of the Company’s wholly owned subsidiary that is party to the offer letters) the Company’s obligations under these offer letters.

Mr. Hanson’s Offer Letter

The offer letter with Mr. Hanson provides as follows:

Position and Reporting Line. Mr. Hanson will serve as the executive chairman of the Company (now the executive chairman of GAHR IV as a result of the closing of the REIT Merger). In that capacity, he will report to the Company’s board of directors (now the GAHR IV board of directors as a result of the closing of the REIT Merger).

Annual Base Salary. Mr. Hanson will receive an annual base salary of $425,000.

2021 Annual Bonus and Future Annual Bonus Opportunities.

2021 Bonus. Mr. Hanson’s 2021 annual cash bonus will be an amount determined by the Company’s board of directors or a committee thereof (now the GAHR IV board of directors or a committee thereof as a result of the closing of the REIT Merger) based on Mr. Hanson’s target bonus amount for 2022, as described below, prorated for the number of days from the closing of the REIT Merger through December 31, 2021.

Future Annual Bonus Opportunities. Beginning in 2022, Mr. Hanson will be eligible for an annual cash performance bonus with a target amount equal to 100% of his annual base salary. The Company’s board of directors or a committee thereof (now the GAHR IV board of directors or a committee thereof as a result of the closing of the REIT Merger) will determine his actual bonus amount (which may be less than, equal to or greater than his target amount) based on his performance against goals established by such board of directors (or a committee thereof), with 70% of his annual bonus to be based on his achievement against “corporate performance” goals and 30% of his annual bonus to be based on his performance against “individual performance” goals. The corporate-performance goals will include the Company’s (now GAHR IV as a result of the closing of the REIT Merger) “modified funds from operations” (“MFFO”) per share, its net-debt-to-earnings before interest, taxes, depreciation and amortization (“EBITDA”) ratio and its same-property net-operating-income growth, as well as any similar goals as determined by the board of directors (or a committee thereof). Mr. Hanson’s maximum annual bonus eligibility is 150% of his target amount.

Equity Grants.

Initial Equity Grants. Under GAHR IV’s 2015 Incentive Plan (as a result of the closing of the REIT Merger), Mr. Hanson will receive initial grants of time-based restricted stock and performance-based restricted stock units (such restricted stock units referred to under GAHR IV’s 2015 Incentive Plan as “Deferred Stock,” and hereinafter referred to as “RSUs”) (representing the right to receive shares of Class T common stock of GAHR IV upon vesting) as follows:




Mr. Hanson will receive time-based-vesting restricted GAHR IV Class T common shares with a grant-date value of $637,500. These restricted shares vest in three equal annual installments, with the first one-third installment vesting on October 1, 2022, the second one-third installment vesting on October 1, 2023 and the final one-third installment vesting on October 1, 2024 (subject to continuous employment through each vesting date).

Mr. Hanson will also receive performance-based-vesting RSUs with a grant-date value of $212,500. These RSUs will cliff vest in the first quarter of 2025 (subject to continuous employment through that vesting date), with the amount of RSUs then vesting to be based on GAHR IV’s (as a result of the closing of the REIT Merger) relative MFFO per share ranking over the three-year period ending December 31, 2024 versus a company peer group. Mr. Hanson will vest into 50% of the RSUs subject to this grant if GAHR IV achieves a “threshold” level of MFFO per share, which is MFFO-per-share performance that is 3.0% less than the peer group’s MFFO-per-share performance (with no RSUs vesting if GAHR IV’s MFFO-per-share performance is worse than this amount); 100% of the RSUs if GAHR IV achieves “target” performance, which is MFFO-per-share performance equal to the peer group’s MFFO-per-share performance; and 200% of the RSUs if GAHR IV achieves “maximum” performance, which is MFFO-per-share performance that is 3.0% or greater than the peer group’s MFFO-per-share performance. There will be linear interpolation between MFFO-per-share performance levels.

Future Annual Equity Grants. Beginning in 2022 and annually thereafter (subject to his continued employment and the approval of the GAHR IV (as a result of the closing of the REIT Merger) board of directors or a committee thereof), Mr. Hanson will receive additional annual equity grants with a grant-date value of not less than $850,000.

At-Will Employment. Mr. Hanson’s employment is at will, such that the Company (now GAHR IV as a result of the closing of the REIT Merger) or Mr. Hanson can terminate his employment at any time and for any reason.

Mr. Prosky’s Offer Letter

The offer letter with Mr. Prosky provides as follows:

Position and Reporting Line. Mr. Prosky will serve as the chief executive officer and president of the Company (now the chief executive officer and president of GAHR IV as a result of the closing of the REIT Merger). In that capacity, he will report to the Company’s board of directors (now the GAHR IV board of directors as a result of the closing of the REIT Merger).

Annual Base Salary. Mr. Prosky will receive an annual base salary of $750,000.

2021 Annual Bonus and Future Annual Bonus Opportunities.

2021 Bonus. Mr. Prosky’s 2021 annual cash bonus will be an amount determined by the Company’s board of directors or a committee thereof (now the GAHR IV board of directors or a committee thereof as a result of the closing of the REIT Merger) based on Mr. Prosky’s target bonus amount for 2022, as described below, prorated for the number of days from the closing of the REIT Merger through December 31, 2021.

Future Annual Bonus Opportunities. Beginning in 2022, Mr. Prosky will be eligible for an annual cash performance bonus with a target amount equal to 100% of his annual base salary. The Company’s board of directors or a committee thereof (now the GAHR IV board of directors or a committee thereof as a result of the closing of the REIT Merger) will determine his actual bonus amount (which may be less than, equal to or greater than his target amount) based on his performance against goals established by such board of directors (or a committee thereof), with 70% of his annual bonus to be based on his achievement against “corporate performance” goals and 30% of his annual bonus to be based on his performance against “individual performance” goals. The corporate-performance goals will include the Company’s (now GAHR IV as a result of the closing of the REIT Merger) MFFO per share, its net-debt-to-EBITDA ratio and its same-property net-operating-income growth, as well as any similar goals as determined by the board of directors (or a committee thereof). Mr. Prosky’s maximum annual bonus eligibility is 150% of his target amount.







Equity Grants.

Initial Equity Grants. Mr. Prosky will receive initial grants of time-based restricted stock and performance-based RSUs under GAHR IV’s 2015 Incentive Plan (as a result of the closing of the REIT Merger), as follows:

Mr. Prosky will receive time-based-vesting restricted GAHR IV Class T common shares with a grant-date value of $1,500,000. These restricted shares vest in three equal annual installments, with the first one-third installment vesting on October 1, 2022, the second one-third installment vesting on October 1, 2023 and the final one-third installment vesting on October 1, 2024 (subject to continuous employment through each vesting date).

Mr. Prosky will also receive performance-based-vesting RSUs with a grant-date value of $500,000. These RSUs will cliff vest in the first quarter of 2025 (subject to continuous employment through that vesting date), with the amount of RSUs then vesting to be based on GAHR IV’s (as a result of the closing of the REIT Merger) relative MFFO per share ranking over the three-year period ending December 31, 2024 versus a company peer group. Mr. Prosky will vest into 50% of the RSUs subject to this grant if GAHR IV achieves a “threshold” level of MFFO per share, which is MFFO-per-share performance that is 3.0% less than the peer group’s MFFO-per-share performance (with no RSUs vesting if GAHR IV’s MFFO-per-share performance is worse than this amount); 100% of the RSUs if GAHR IV achieves “target” performance, which is MFFO-per-share performance equal to the peer group’s MFFO-per-share performance; and 200% of the RSUs if GAHR IV achieves “maximum” performance, which is MFFO-per-share performance that is 3.0% or greater than the peer group’s MFFO-per-share performance. There will be linear interpolation between MFFO-per-share performance levels.

Future Annual Equity Grants. Beginning in 2022 and annually thereafter (subject to his continued employment and the approval of the GAHR IV (as a result of the closing of the REIT Merger) board of directors or a committee thereof), Mr. Prosky will receive additional annual equity grants with a grant-date value of not less than $2,000,000.

At-Will Employment. Mr. Prosky’s employment is at will, such that the Company (now GAHR IV as a result of the closing of the REIT Merger) or Mr. Prosky can terminate his employment at any time and for any reason.

Mr. Streiff’s Offer Letter

The offer letter with Mr. Streiff provides as follows:

Position and Reporting Line. Mr. Streiff will serve as the chief operating officer of the Company (now the chief operating officer of GAHR IV as a result of the closing of the REIT Merger). In that capacity, he will report to the chief executive officer of the Company (now the chief executive officer of GAHR IV as a result of the closing of the REIT Merger).

Annual Base Salary. Mr. Streiff will receive an annual base salary of $425,000.

2021 Annual Bonus and Future Annual Bonus Opportunities.

2021 Bonus. Mr. Streiff’s 2021 annual cash bonus will be an amount determined by the Company’s board of directors or a committee thereof (now the GAHR IV board of directors or a committee thereof as a result of the closing of the REIT Merger) based on Mr. Streiff’s target bonus amount for 2022, as described below, prorated for the number of days from the closing of the REIT Merger through December 31, 2021.

Future Annual Bonus Opportunities. Beginning in 2022, Mr. Streiff will be eligible for an annual cash performance bonus with a target amount equal to 100% of his annual base salary. The Company’s board of directors or a committee thereof (now the GAHR IV board of directors or a committee thereof as a result of the closing of the REIT Merger) will determine his actual bonus amount (which may be less than, equal to or greater than his target amount) based on his performance against goals established by such board of directors (or a committee thereof),



with 70% of his annual bonus to be based on his achievement against “corporate performance” goals and 30% of his annual bonus to be based on his performance against “individual performance” goals. The corporate-performance goals will include the Company’s (now GAHR IV as a result of the closing of the REIT Merger) MFFO per share, its net-debt-to-EBITDA ratio and its same-property net-operating-income growth, as well as any similar goals as determined by the board of directors (or a committee thereof). Mr. Streiff’s maximum annual bonus eligibility is 150% of his target amount.

Equity Grants.

Initial Equity Grants. Mr. Streiff will receive initial grants of time-based restricted stock and performance-based RSUs under GAHR IV’s 2015 Incentive Plan (as a result of the closing of the REIT Merger), as follows:

Mr. Streiff will receive time-based-vesting restricted GAHR IV Class T common shares with a grant-date value of $637,500. These restricted shares vest in three equal annual installments, with the first one-third installment vesting on October 1, 2022, the second one-third installment vesting on October 1, 2023 and the final one-third installment vesting on October 1, 2024 (subject to continuous employment through each vesting date).

Mr. Streiff will also receive performance-based-vesting RSUs with a grant-date value of $212,500. These RSUs will cliff vest in the first quarter of 2025 (subject to continuous employment through that vesting date), with the amount of RSUs then vesting to be based on GAHR IV’s (as a result of the closing of the REIT Merger) relative MFFO per share ranking over the three-year period ending December 31, 2024 versus a company peer group. Mr. Streiff will vest into 50% of the RSUs subject to this grant if GAHR IV achieves a “threshold” level of MFFO per share, which is MFFO-per-share performance that is 3.0% less than the peer group’s MFFO-per-share performance (with no RSUs vesting if GAHR IV’s MFFO-per-share performance is worse than this amount); 100% of the RSUs if GAHR IV achieves “target” performance, which is MFFO-per-share performance equal to the peer group’s MFFO-per-share performance; and 200% of the RSUs if GAHR IV achieves “maximum” performance, which is MFFO-per-share performance that is 3.0% or greater than the peer group’s MFFO-per-share performance. There will be linear interpolation between MFFO-per-share performance levels.

Future Annual Equity Grants. Beginning in 2022 and annually thereafter (subject to his continued employment and the approval of the GAHR IV (as a result of the closing of the REIT Merger) board of directors or a committee thereof), Mr. Streiff will receive additional annual equity grants with a grant-date value of not less than $850,000.

At-Will Employment. Mr. Streiff’s employment is at will, such that the Company (now GAHR IV as a result of the closing of the REIT Merger) or Mr. Streiff can terminate his employment at any time and for any reason.

Mr. Peay’s Offer Letter

The offer letter with Mr. Peay provides as follows:

Position and Reporting Line. Mr. Peay will serve as the chief financial officer of the Company (now the chief financial officer of GAHR IV as a result of the closing of the REIT Merger). In that capacity, he will report to the chief executive officer of the Company (now the chief executive officer of GAHR IV as a result of the closing of the REIT Merger).

Annual Base Salary. Mr. Peay will receive an annual base salary of $475,000.

2021 Annual Bonus and Future Annual Bonus Opportunities.

2021 Bonus. Mr. Peay’s 2021 annual cash bonus will be an amount determined by the Company’s board of directors or a committee thereof (now the GAHR IV board of directors or a committee thereof as a result of the closing of the REIT Merger) based on Mr. Peay’s target bonus amount for 2022, as described below, prorated for the number of days from the closing of the REIT Merger through December 31, 2021.




Future Annual Bonus Opportunities. Beginning in 2022, Mr. Peay will be eligible for an annual cash performance bonus with a target amount equal to 100% of his annual base salary. The Company’s board of directors or a committee thereof (now the GAHR IV board of directors or a committee thereof as a result of the closing of the REIT Merger) will determine his actual bonus amount (which may be less than, equal to or greater than his target amount) based on his performance against goals established by such board of directors (or a committee thereof), with 70% of his annual bonus to be based on his achievement against “corporate performance” goals and 30% of his annual bonus to be based on his performance against “individual performance” goals. The corporate-performance goals will include the Company’s (now GAHR IV as a result of the closing of the REIT Merger) MFFO per share, its net-debt-to-EBITDA ratio and its same-property net-operating-income growth, as well as any similar goals as determined by the board of directors (or a committee thereof). Mr. Peay’s maximum annual bonus eligibility is 150% of his target amount.

Equity Grants.

Initial Equity Grants. Mr. Peay will receive initial grants of time-based restricted stock and performance-based RSUs under GAHR IV’s 2015 Incentive Plan (as a result of the closing of the REIT Merger), as follows:

Mr. Peay will receive time-based-vesting restricted GAHR IV Class T common shares with a grant-date value of $562,500. These restricted shares vest in three equal annual installments, with the first one-third installment vesting on October 1, 2022, the second one-third installment vesting on October 1, 2023 and the final one-third installment vesting on October 1, 2024 (subject to continuous employment through each vesting date).

Mr. Peay will also receive performance-based-vesting RSUs with a grant-date value of $187,500. These RSUs will cliff vest in the first quarter of 2025 (subject to continuous employment through that vesting date), with the amount of RSUs then vesting to be based on GAHR IV’s (as a result of the closing of the REIT Merger) relative MFFO per share ranking over the three-year period ending December 31, 2024 versus a company peer group. Mr. Peay will vest into 50% of the RSUs subject to this grant if GAHR IV achieves a “threshold” level of MFFO per share, which is MFFO-per-share performance that is 3.0% less than the peer group’s MFFO-per-share performance (with no RSUs vesting if GAHR IV’s MFFO-per-share performance is worse than this amount); 100% of the RSUs if GAHR IV achieves “target” performance, which is MFFO-per-share performance equal to the peer group’s MFFO-per-share performance; and 200% of the RSUs if GAHR IV achieves “maximum” performance, which is MFFO-per-share performance that is 3.0% or greater than the peer group’s MFFO-per-share performance. There will be linear interpolation between MFFO-per-share performance levels.

Future Annual Equity Grants. Beginning in 2022 and annually thereafter (subject to his continued employment and the approval of the GAHR IV (as a result of the closing of the REIT Merger) board of directors or a committee thereof), Mr. Peay will receive additional annual equity grants with a grant-date value of not less than $750,000.

At-Will Employment. Mr. Peay’s employment is at will, such that the Company (now GAHR IV as a result of the closing of the REIT Merger) or Mr. Peay can terminate his employment at any time and for any reason.

The foregoing summaries of Messrs. Hanson’s, Prosky’s, Streiff’s and Peay’s offer letters contained in this Item 5.02 do not purport to be complete and are subject to and qualified in their entirety by reference to the full text and incorporated herein by reference of their offer letters, copies of which are filed as Exhibit 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 30, 2021, at the Special Meeting, the Company’s stockholders approved Articles of Amendment to the charter of the Company (the “Articles of Amendment”) to do the following: (i) remove the provisions related to “Roll-Up Transactions”; and (ii) remove the limitations relating to (A) collection of an internalization fee and (B) the acquisition of an asset from the Company’s sponsor, external advisor, any Company director or any affiliate thereof in excess of the asset’s current appraised value. For a further description of the Articles of Amendment, please refer to the definitive joint proxy statement/prospectus filed by the Company with the SEC on July 30, 2021.




On October 1, 2021, the Company filed the Articles of Amendment with the State Department of Assessments and Taxation of Maryland, and the Articles of Amendment became effective upon filing. A copy of the Articles of Amendment is included as Exhibit 3.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 30, 2021, the Company held the Special Meeting. At the Special Meeting, the Company’s stockholders voted on the following proposals: (i) to approve the merger of the Company with and into Merger Sub, pursuant to the Merger Agreement (the “Merger Proposal”); (ii) to approve the Articles of Amendment to (A) remove the provisions related to “Roll-Up Transactions”; and (B) remove the limitations relating to (1) collection of an internalization fee and (2) the acquisition of an asset from the Company’s sponsor, external advisor, any Company director or any affiliate thereof in excess of the asset’s current appraised value (collectively, the “Charter Amendment Proposals”); and (iii) to approve any adjournments of the Special Meeting for the purposes of soliciting additional proxies if there were not sufficient votes at the Special Meeting to approve the Merger Proposal or any of the Charter Amendment Proposals, if necessary or appropriate, as determined by the chair of the Special Meeting.

Each of the proposals was approved by the stockholders of the Company by the requisite vote necessary for approval. The votes with respect to each of the proposals are set forth below.

Proposal 1. To approve the merger of the Company with and into Merger Sub, pursuant to the Merger Agreement:

For Against Abstain
104,571,811 2,470,264 4,398,454

Proposal 2(a). To approve the Articles of Amendment to remove the provisions related to “Roll-Up Transactions”:
For Against Abstain
102,603,290 2,924,592 5,912,647

Proposal 2(b). To approve the Articles of Amendment to remove the limitations relating to (1) collection of an internalization fee and (2) the acquisition of an asset from the Company’s sponsor, external advisor, any Company director or any affiliate thereof in excess of the asset’s current appraised value:
For Against Abstain
101,186,906 4,104,579 6,149,044

Proposal 3. To approve any adjournments of the Special Meeting for the purposes of soliciting additional proxies if there were not sufficient votes at the Special Meeting to approve the Merger Proposal or any of the Charter Amendment Proposals, if necessary or appropriate, as determined by the chair of the Special Meeting:
For Against Abstain
104,040,239 3,349,794 5,372,109

No other proposals were submitted to a vote of the stockholders of the Company at the Special Meeting.

Item 7.01 Regulation FD Disclosure.

On October 1, 2021, the Company and GAHR IV issued a joint press release announcing the closing of the Merger pursuant to the Merger Agreement as well as the AHI Acquisition pursuant to the Contribution Agreement, both as described in detail in Item 2.01 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.







Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
2.1
2.2
3.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Continental Merger Sub, LLC (as successor by merger to Griffin-American Healthcare REIT III, Inc.)

By: American Healthcare REIT, Inc. (f/k/a Griffin-American Healthcare REIT IV, Inc.), a Maryland corporation, its sole member
October 1, 2021
        By: /s/ Danny Prosky  
        Name: Danny Prosky
        Title: Chief Executive Officer and President

EXHIBIT 3.1
GRIFFIN-AMERICAN HEALTHCARE REIT III, INC.
ARTICLES OF AMENDMENT
Griffin-American Healthcare REIT III, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting the definitions of “Roll-Up Entity” and “Roll-Up Transaction” in Article V in their entirety.
SECOND: The Charter is hereby further amended by deleting Section 9.12 (“No Internalization Fee in Connection with Internalization of Advisor”) of Article IX in its entirety.
THIRD: The Charter is hereby further amended by deleting the last sentence of Section 11.1 (“Sales and Leases to the Corporation”) of Article XI.
FOURTH: The Charter is hereby further amended by deleting Article XV (“Roll-Up Transactions”) in its entirety.
FIFTH: The foregoing amendments have been duly advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation as required by law.
SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.




- signature page follows-






 
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this 1st day of October, 2021.



ATTEST: GRIFFIN-AMERICAN HEALTHCARE
REIT III, INC.
By:
/s/ Cora Lo
By:
/s/ Jeffrey T. Hanson
Name:
Cora Lo
Name:
Jeffrey T. Hanson
Title:
Secretary
Title:
Chief Executive Officer
 


2

EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2021, is made by and among Griffin-American Healthcare REIT III, Inc., a Maryland corporation (“GAHR III”), Griffin-American Healthcare REIT III Holdings, LP, a Delaware limited partnership (“GAHR III OP” ), and Griffin-American Strategic Holdings, LLC, a Delaware limited liability company (“HoldCo”).
RECITALS
WHEREAS, GAHR III, GAHR III OP, Griffin Capital Company, LLC, a Delaware limited liability company, American Healthcare Investors, LLC, a Delaware limited liability company, Platform Healthcare Investor T-II, LLC, a Delaware limited liability company, Flaherty Trust, dated September 25, 1997, as amended, Jeffrey T. Hanson, Danny Prosky and Mathieu B. Streiff (Messrs. Hanson, Prosky and Streiff, the “AHI Principals”), and HoldCo have entered into a Contribution Agreement, dated June 23, 2021 (the “Contribution Agreement”), pursuant to which HoldCo will contribute to GAHR III OP, and GAHR III OP will acquire from HoldCo, the NewCo Interests (as defined in the Contribution Agreement) in exchange for the Total Consideration (as defined in the Contribution Agreement), which shall include units of limited partnership interests, designated as “Partnership Class I (Series A) Units,” “Partnership Class I (Series B) Units” and “undesignated” Partnership Class I Units (collectively, the “OP Units”) of GAHR III OP;
WHEREAS, upon the terms and subject to the conditions contained in the Partnership Agreement (as defined below), the OP Units will be redeemable for shares of common stock of GAHR III, par value $0.01 per share (“Common Stock”); provided, however, pursuant to the terms of the Contribution Agreement, such OP Units may not be redeemed by the Holders (as defined below) for Common Stock (the “Lock-Up”) until the expiration of the AHI Contributor Lock-Up Period (as defined in the Partnership Agreement);
WHEREAS, as a condition to the consummation of the transactions contemplated by the Contribution Agreement, HoldCo and each of the AHI Principals agreed to the Lock-Up and GAHR III agreed to grant the registration rights set forth herein after the AHI Contributor Lock-Up Period; and
WHEREAS, the parties hereto desire to enter into this Agreement to evidence the foregoing agreement of GAHR III 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:
Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.



Agreement” means this Registration Rights Agreement, as it may be amended, supplemented or restated from time to time.
AHI Contributor Lock-Up Period has the meaning ascribed to it in the Partnership Agreement.
AHI Principals has the meaning ascribed to it in the recitals hereof.
Board” means the board of directors of GAHR III.
Business Day” means any day other than a Saturday, 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.
Common Stock” has the meaning ascribed to it in the recitals hereof.
Contribution Agreement” 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).
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.
GAHR III” has the meaning set forth to it in the preamble hereof and includes GAHR III’s successors by merger, acquisition, reorganization or otherwise. For the avoidance of doubt, the term “GAHR III” shall include the surviving entity in the GAHR Transaction.
GAHR III Advisor” has the meaning set forth to it in the preamble hereof.
GAHR III OP” has the meaning set forth to it in the preamble hereof and includes GAHR III OP’s successors by merger, acquisition, reorganization or otherwise. For the avoidance of doubt, the term “GAHR III OP” shall include the operating partnership of the surviving entity in the GAHR Transaction.
GAHR IV” has the meaning ascribed to it in the recitals hereof.
GAHR IV Advisor” has the meaning set forth to it in the preamble hereof.
GAHR Transaction” has the meaning ascribed to it in Section 12(i).
HoldCo” has the meaning set forth to it in the preamble hereof.
Holder” means each Person holding Registrable Shares, including (i) the undersigned and (ii) each Person holding Registrable Shares as a result of a transfer, distribution or assignment to that Person of Registrable Shares (other than pursuant to an effective registration statement or Rule 144), provided, if applicable, such transfer, distribution or assignment is made in accordance with Section 11 of this Agreement. For the avoidance of doubt, the term “Holder” shall include any Person holding OP Units that are or have been issued pursuant to the Contribution Agreement, whether or not such Person has effected


2


an exchange of such OP Units for Common Stock, and such Person shall be entitled to exercise the rights of a holder of Registrable Shares hereunder; provided, a Holder of Registrable Shares may only request that Registrable Shares in the form of Common Stock that is registered or to be registered as a class under Section 12 of the Exchange Act be registered pursuant to 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).
Lock-Up has the meaning ascribed to it in the recitals hereof.
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).
NYSE” means the New York Stock Exchange.
OP Units” has the meaning ascribed to it in the recitals hereof.
Partnership Agreement” means that certain Amended and Restated Agreement of Limited Partnership of GAHR III OP, entered into concurrently herewith, as may be amended.
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).
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 Registrable Shares 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 include any “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Registrable Shares.
Registrable Shares” means, with respect to any Holder, the shares of Common Stock into which the OP Units issued pursuant to the Contribution Agreement are then exchanged pursuant to the terms of the Partnership Agreement and any additional shares of Common Stock issued or issuable as a dividend or 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 Registrable Shares 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),(ii) such shares have been sold to GAHR III or any of its subsidiaries, or (iii) such shares have been redeemed by GAHR III OP for cash or


3


otherwise have ceased to be outstanding. For the avoidance of doubt, the term “Registrable Shares” shall include the shares of Common Stock underlying the Holders’ OP Units that are or have been issued pursuant to the Contribution Agreement whether or not such Holder has effected an exchange of such OP Units for Common Stock.
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 NYSE or such other exchange on which the Registrable Shares are 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 Registrable Shares and the preparation of a blue sky memorandum and compliance with the rules of FINRA and NYSE or other applicable exchange), (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) all fees and expenses incurred in connection with the listing or inclusion of any of the Registrable Shares on the NYSE or other applicable exchange pursuant to Section 6(j), (v) the fees and disbursements of counsel for GAHR III and of the independent public accountants of GAHR III (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 issues and sales of securities (including the fees and expenses of any experts retained by GAHR III 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 Registrable Shares 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 Holder(s) (other than as specifically provided in the definition of “Registration Expenses” above) and transfer taxes allocable to the sale of the Registrable Shares included in the applicable offering.
Shelf Registration Statement” has the meaning ascribed to it in Section 2(a).
Suspension Event” has the meaning ascribed to it in Section 5(e).
Suspension Notice” has the meaning ascribed to it in Section 5(e).
Withdrawn Demand Registration” has the meaning ascribed to it in Section 3(f).
Withdrawn Request” has the meaning ascribed to it in Section 3(f).


4


Section 2. Shelf Registration.
(a) Subject to Section 5, as promptly as practicable following the later of the AHI Contributor Lock-Up Period and the date on which GAHR III is eligible to file a registration statement on Form S-3 or any successor form, but in any event no later than 60 days after such date, GAHR III shall prepare and file a “shelf” registration statement with respect to the resale of the Registrable Shares, including by “shelf takedown” using a prospectus supplement or otherwise, on an appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC (together with all amendments and supplements thereto, including post-effective amendments and new registration statements, in each case including the Prospectus contained therein, all exhibits thereto and all materials and documents incorporated by reference therein, the “Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective on or as soon as practicable thereafter, and to keep such Shelf Registration Statement continuously effective for a period ending when all shares of Common Stock covered by the Shelf Registration Statement are no longer Registrable Shares. In the event that GAHR III fails to file, or if filed fails to maintain the effectiveness of, a Shelf Registration Statement, the Holders may participate in a Piggyback Registration (as defined below) pursuant to Section 4 hereof; provided, that if and so long as a Shelf Registration Statement is on file and effective, then GAHR III shall have no obligation to allow participation in a Piggyback Registration. and, provided, further, that if GAHR III becomes ineligible to file a registration statement on Form S-3 or any successor form and remains ineligible for a period of 12 consecutive months, all references to the Shelf Registration Statement in this Agreement shall be read to include a registration statement on Form S-11, or if GAHR III is no longer a real estate investment trust at such time, Form S-1, or any successor forms thereto (the “Long Form Shelf Registration”). Notwithstanding the foregoing, GAHR III shall not be required to file a Long Form Shelf Registration if all Registrable Shares are sold or are eligible to be sold (without limitation as to volume or manner of sale) pursuant to Rule 144 under the Securities Act (or similar provisions then in force).
(b) Notwithstanding anything to the contrary contained in this Section 2, if, at the expiration of the AHI Contributor Lock-Up Period, GAHR III has an effective registration statement on Form S-3 or any successor form, GAHR III may include all or part of the Registrable Shares in such registration statement, including by virtue of including the Registrable Shares in a prospectus supplement to such shelf registration statement and filing such prospectus supplement pursuant to Rule 424(b)(7) under the Securities Act (in which event, GAHR III shall be deemed to have satisfied its registration obligation under this Section 2 and such shelf registration statement shall be deemed to be a Shelf Registration Statement for purposes of this Agreement).
(c) If, by the third anniversary (the “Renewal Deadline”) of the initial effective date of a Shelf Registration Statement filed pursuant to Section 2(a), any of the Registrable Shares included on such registration statement remain unsold by any Holder, GAHR III will file, if it has not already done so and is eligible to do so, a new registration statement on Form S-3 or any successor form covering the Registrable Shares included on the prior Shelf Registration Statement, and if GAHR III is not eligible to file an automatic shelf registration statement on Form S-3 at such time, GAHR III will use commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable thereafter, but in no event more than 180 days from the Renewal Deadline, and GAHR III will take all other action necessary or appropriate to permit the public offering and sale of the Registrable Shares to continue as contemplated in the expired Shelf Registration Statement. References herein to Shelf Registration Statement shall include such new registration statement.
(d) GAHR III may require each selling Holder of Registrable Shares to promptly furnish in writing to GAHR III such information regarding such Holder, the Registrable Shares held by it and the intended


5


method of distribution of the Registrable Shares as GAHR III may from time to time reasonably request and such other information as may be legally required in connection with such registration.
Section 3. Demand Registration Rights.
(a) Subject to the provisions hereof, commencing on and after the AHI Contributor Lock-Up Period, the Holders of at least 50% of the Registrable Shares (the “Initiating Holders”) may request that GAHR III prepare and file with the SEC a registration statement on an appropriate form under the Securities Act (together with all amendments and supplements thereto, including post-effective amendments and new registration statements, in each case including the Prospectus contained therein, all exhibits thereto and all materials and documents incorporated by reference therein, a “Demand Registration Statement”), registering under the Securities Act all or part of the then-outstanding Registrable Shares (a “Demand Registration”) of such Initiating Holders by giving written notice thereof to GAHR III, which request will specify the number of Registrable Shares proposed to be sold by such Initiating Holders and the intended method of disposition thereof. Notwithstanding the foregoing, the Initiating Holders may provide notice of its intent to request a Demand Registration up to 60 days prior to the expiration of the AHI Contributor Lock-Up Period; provided, however, that no Demand Registration Statement shall become effective until after the AHI Contributor Lock-Up Period. Within five Business Days after receipt of such request, GAHR III will give written notice of such Demand Registration request to all other Holders and include in such registration all such Registrable Shares with respect to which GAHR III has received written requests for inclusion therein within 10 Business Days after the mailing of GAHR III’s notice to the applicable Holder. Each such request will also specify the number of Registrable Shares to be registered and the intended method of disposition thereof. Subject to the provisions of Section 3(f) below, GAHR III shall not be obligated to effect more than two Demand Registrations in total, except that a registration shall not count as one of the permitted Demand Registrations if, as a result of an exercise of the underwriters’ cutback provision in Section 3(c), fewer than 50% of the total number of Registrable Shares requested to be included by the Holders in such Demand Registration are actually included. In connection with a Demand Registration, GAHR III will use its commercially reasonable efforts to file the Demand Registration Statement no later than 30 days after the Initiating Holders’ request for a Demand Registration in the case of a registration statement on Form S-3 (and 180 days in the case of a registration statement on Form S-11 or such other appropriate form).
(b) Notwithstanding anything to the contrary contained in this Section 3, if at the time GAHR III receives a request for a Demand Registration, GAHR III has an effective shelf registration statement, GAHR III may include all or part of the Registrable Shares covered by such request in such registration statement, including by virtue of including the Registrable Shares in a prospectus supplement to such shelf registration statement and filing such prospectus supplement pursuant to Rule 424(b)(7) under the Securities Act (in which event, GAHR III shall be deemed to have satisfied its registration obligation under this Section 3 with respect to such Demand Registration request and such shelf registration statement shall be deemed to be a Demand Registration Statement for purposes of this Agreement).
(c) If the managing underwriters of the requested Demand Registration advise GAHR III and the Holders that, in the reasonable opinion of the managing underwriters, the number of shares of Common Stock proposed to be included in the Demand Registration exceeds the number of shares of Common Stock that can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the offering price per share) (such maximum number of shares, the “Maximum Number of Shares”), GAHR III will include in such Demand Registration only such number of shares of Common Stock that, in the reasonable opinion of the managing underwriters, can be sold without materially delaying or jeopardizing the success of the offering (including the offering price per share), with such Maximum Number of Shares allocated, unless otherwise agreed by GAHR III and the Holders, (i) first, the number of Registrable Shares requested to be included therein by the Holders, pro rata among


6


the Holders on the basis of the number of Registrable Shares requested to be included by each such Holder and (ii) second (and only to the extent the number of Registrable Shares to be sold by the Holders is less than the Maximum Number of Shares), the shares of Common Stock requested to be included in such registration by other Persons pro rata among such other Persons on the basis of the number of shares of Common Stock requested to be included by such Persons.
(d) In connection with any Demand Registration, GAHR III shall have the right to (i) select the managing underwriters and any additional underwriters (and their roles) in the offering and (ii) determine the structure of the offering and negotiate the terms of any underwriting agreement as they relate to the Holders, including the number of shares to be sold (if not all shares offered can be sold at the highest price offered by the underwriters), the offering price and underwriting discount; provided, that the identity of the managing underwriters and any additional underwriters and such structure and terms are reasonably acceptable to the Holders.
(e) Notwithstanding the foregoing, if the Board determines in its good faith judgment that the filing of a Demand Registration Statement would (i) be materially detrimental to GAHR III in that such registration would interfere with a material corporate transaction, or (ii) require the disclosure of material non-public information concerning GAHR III that at the time is not, in the good faith judgment of the Board, in the best interest of GAHR III to disclose and is not, in the opinion of GAHR III’s counsel, otherwise required to be disclosed, then (x) GAHR III will have the right to defer such filing for a period of not more than 60 days after receipt of any demand by any Initiating Holder, and (y) GAHR III will not exercise its right to defer a Demand Registration more than once in any 12-month period. GAHR III will give written notice of its determination to such Initiating Holders to defer the filing and of the fact that the purpose for such deferral no longer exists, in each case, promptly after the occurrence thereof. If GAHR III shall postpone the filing of a Demand Registration, the Initiating Holders who were to participate therein shall have the right to withdraw the request for registration. Such withdrawn registration request shall not be treated as a Demand Registration effected pursuant to this Section 3 (and shall not be counted as a permitted Demand Registration), and GAHR III shall pay all Registration Expenses in connection therewith.
(f) A registration shall not count as a permitted Demand Registration until it has become effective. A request for a Demand Registration may be withdrawn prior to the filing of the Demand Registration by the Initiating Holders holding at least 50% of the Registrable Shares held by the Initiating Holders for which registration was requested in the Demand Registration (a “Withdrawn Request”) and a Demand Registration may be withdrawn prior to the effectiveness thereof by the Holders holding at least 50% of the Registrable Shares for which registration was requested in the Demand Registration (a “Withdrawn Demand Registration”), and such withdrawals shall be treated as a permitted Demand Registration which shall have been effected pursuant to this Section 3, unless the Holders of Registrable Shares to be included in such Demand Registration reimburse GAHR III for its reasonable out-of-pocket Registration Expenses relating to the preparation and filing of such Demand Registration (to the extent actually incurred); provided, however, that if a Withdrawn Request or Withdrawn Demand Registration is made (x) because of a material adverse change in the business, financial condition or prospects of GAHR III, or (y) if the managing underwriters advise that the amount of Registrable Shares to be sold in such offering be reduced pursuant to Section 3(c) by more than 50% of the Registrable Shares to be included in such Demand Registration, or (z) because of a postponement of such registration pursuant to Section 3(e), then such withdrawal shall not be treated as a permitted Demand Registration effected pursuant to this Section 3, and GAHR III shall pay all Registration Expenses in connection therewith.
(g) The registration rights granted pursuant to the provisions of this Section 3 shall be in addition to the registration rights granted pursuant to the provisions of Section 2 hereof.


7


Section 4. Piggyback Registration.
(a) Subject to Section 2(a) hereof, if at any time GAHR III proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an offering of shares of Common Stock by GAHR III for its own account or for the account of other security holders of GAHR III on any registration form (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or filed in connection with an exchange offer or offering of securities solely to GAHR III’s existing security holders) that permits the inclusion of the Registrable Shares, GAHR III will give the Holders written notice thereof promptly (but in no event less than 20 days prior to the anticipated filing date) and such notice shall offer such Holders the opportunity to register such number of Registrable Shares as each Holder may request (a “Piggyback Registration”). Subject to Sections 4(b) and 4(c), GAHR III shall use commercially reasonable efforts to cause the managing underwriters of a proposed underwritten offering to permit the Registrable Shares requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of GAHR III included therein. Notwithstanding the foregoing, GAHR III will not be required to include any Registrable Shares in any registration under this Section 4(a) prior to expiration of the AHI Contributor Lock-Up Period.
(b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of GAHR III, and the managing underwriters advise GAHR III that, in the reasonable opinion of the managing underwriters, the number of shares of Common Stock proposed to be included in such registration exceeds the Maximum Number of Shares, then GAHR III will include in such registration, unless otherwise agreed by GAHR III and the Holders, (i) first, the number of shares of Common Stock that GAHR III proposes to sell, and (ii) second (to the extent the number of shares of Common Stock to be sold by GAHR III is less that the Maximum Number of Shares), the number of Registrable Shares requested to be included in such registration by the Holders and the number of shares of Common Stock requested to be included in such registration by other Persons, pro rata among the Holders and other Persons on the basis of the number of Registrable Shares and other shares of Common Stock requested to be included by each such Holder and other Person, respectively.
(c) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than under this Agreement, and the managing underwriters advise GAHR III that, in the reasonable opinion of the managing underwriters, the number of shares of Common Stock proposed to be included in such registration exceeds the Maximum Number of Shares, then GAHR III will include in such registration, unless otherwise agreed by GAHR III and the holders (including the Holders, if any), (i) first the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration, and (ii) second (to the extent the number of such shares of Common Stock to be sold by such other requesting holders is less that the Maximum Number of Shares), the number of Registrable Shares requested to be included in such registration by the Holders and the number of shares of Common Stock requested to be included in such registration by other holders, pro rata among the Holders and other holders on the basis of the number of Registrable Shares and other shares of Common Stock requested to be included by each such Holder and other holder, respectively.
(d) If any Piggyback Registration is a primary or secondary underwritten offering, GAHR III shall have the right, in its sole discretion, to (i) select the managing underwriters and any additional underwriters (and their roles) in the offering, and (ii) to administer any such offering, including to determine the structure of the offering and negotiate the terms of any underwriting agreement, including the number of shares to be sold (if not all shares offered can be sold at the highest price offered by the underwriters), the offering price and underwriting discount.


8


(e) GAHR III will not grant to any Person the right to request GAHR III to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.
(f) Nothing in this Section 4 shall create any liability on the part of GAHR III to the Holders if GAHR III in its sole discretion decides not to file a registration statement previously proposed to be filed as described in Section 4(a) on which the Holders’ Piggyback Registration request was based or to withdraw such registration statement subsequent to its filing.
Section 5. Suspension.
(a) Subject to the provisions of Section 3(e) related to Demand Registrations and Section 5(e) below, in the event that the Board makes a good faith determination that it is in the best interests of GAHR III to suspend the filing of a Shelf Registration Statement under Section 2(a) or a Demand Registration Statement under Section 3(a), or the use of an effective Shelf Registration Statement or Demand Registration Statement, as applicable, or any related Prospectus, GAHR III may, upon delivery of a Suspension Notice (as defined below) to the Holders of Registrable Shares covered by any such effective registration statement, suspend the rights of the Holders to offer, sell or distribute any Registrable Shares pursuant to such registration statement or to require GAHR III to take action with respect to the registration or sale of any Registrable Shares pursuant to such registration statement, for such times as GAHR III reasonably may determine is necessary and advisable (but in no event for more than 60 days in any 90-day period or more than 90 days in any 365-day period), if any of the following events will occur: (i) the underwriters of an underwritten public offering of shares of Common Stock by GAHR III advise GAHR III that the concurrent resale of the Registrable Sales by the Holders pursuant to the Shelf Registration Statement or the Demand Registration Statement would have a material adverse effect on GAHR III’s offering; (ii) there is material non-public information regarding GAHR III that (A) the Board determines not to be in GAHR III’s best interest to disclose, (B) would, in the good faith determination of GAHR III, require a revision to the Shelf Registration Statement or Demand Registration Statement, as applicable, so that it will not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) GAHR III is not otherwise required by applicable securities laws or regulations to disclose; or (iii) there is a significant bona fide business opportunity (including the acquisition or disposition of assets (other than in the ordinary course of business), including any significant merger, consolidation, tender offer, or other similar transaction) available to GAHR III that the Board determines not to be in GAHR III’s best interests to disclose. Upon the earlier to occur of (i) GAHR III delivering to the Holders an End of Suspension Notice (as defined below), or (ii) the end of the maximum permissible suspension period, GAHR III will use commercially reasonable efforts to promptly amend or supplement the Shelf Registration Statement or Demand Registration Statement, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible.
(b) Subject to the provisions of Section 5(e), in the event that (i) all reports required to be filed by GAHR III pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or (ii) the consummation of any business combination or acquisition by GAHR III has occurred or is probable that would require GAHR III to file financial statements with the SEC under Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X, GAHR III may (A) suspend the rights of the Holders to require GAHR III to take action with respect to the registration of any Registrable Shares, and (B) upon delivery of a Suspension Notice to the Holders with Registrable Shares covered by an effective Shelf Registration Statement or Demand Registration Statement, as applicable, may direct such Holders to suspend sales of the Registrable Shares pursuant to such registration statement (in each case, to the extent required under the Securities Act or the Exchange Act), until the date on which GAHR III has filed such reports or obtained and filed the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf Registration Statement or


9


Demand Registration Statement, as applicable. GAHR III agrees to use its commercially reasonable efforts to file such reports or obtain and file the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in the Shelf Registration Statement or Demand Registration Statement, as applicable, as promptly as practicable.
(c) Subject to the provisions of Section 5(e), with respect to underwritten offerings by GAHR III, each Holder agrees not to sell, offer for sale or otherwise transfer any Registrable Shares during any of the following periods: (i) unless the managing underwriters administering the offering otherwise agree, the period commencing five days prior to the anticipated effective date of a registration statement for any underwritten public offering of Common Stock (or any securities convertible into or exchangeable or exercisable for the Common Stock) and ending 90 days after such effectiveness and (ii) in the case of a Rule 415 registration statement, unless the managing underwriters administering the offering otherwise agree, the period commencing five days prior to the anticipated date of GAHR III’s notice of commencement of distribution in connection with such offering and ending 90 days after the commencement of such distribution. Notwithstanding the provisions of this Section 5(c), (i) any applicable period shall terminate on such earlier date as GAHR III gives notice to the Holders that GAHR III declines to proceed with any such offering set forth in this Section 5(c); (ii) all executive officers and directors of GAHR III then holding shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock shall enter into similar agreements for not less than the entire time period required of the Holders hereunder; and (iii) the Holders shall be allowed any concession or proportionate release allowed to any executive officer or director that entered into similar agreements.
(d) Subject to the provisions of Section 5(e), upon any of the following events: (i) the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Shelf Registration Statement or Demand Registration Statement, as applicable, or the initiation of any proceedings for that purpose; (ii) any request by the SEC or any other federal or state governmental authority for amendments or supplements to any such registration statement or related Prospectus or for additional information; or (iii) the happening of any event during the period such registration statement is effective (other than the events covered in Section 5(a)) as a result of which such registration statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or such Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; GAHR III will deliver a Suspension Notice to the Holders with Registrable Shares covered by any such Shelf Registration Statement or Demand Registration Statement, as applicable, to suspend sales of the Registrable Shares.
(e) In the case of an event that causes GAHR III to suspend the use of an effective Shelf Registration Statement or Demand Registration Statement, as applicable, or the related Prospectus pursuant to this Section 5 (each, a “Suspension Event”), GAHR III will give written notice (a “Suspension Notice”) to the Holders with Registrable Shares covered by such effective registration statement to suspend sales of the Registrable Shares, and such notice will state that such suspension will continue only for so long as the Suspension Event or its effect is continuing and GAHR III is taking all reasonable steps to terminate suspension of the use of such registration statement and any related Prospectus as promptly as possible. The Holders will not affect any sales of the Registrable Shares pursuant to such registration statement at any time after it has received a Suspension Notice from GAHR III prior to receipt of an End of Suspension Notice (as defined below). If so directed by GAHR III, the Holders will deliver to GAHR III (at the reasonable expense of GAHR III) all copies other than permanent file copies then in the Holders’ possession of the Prospectus covering the Registrable Shares at the time of receipt of the Suspension Notice. Any Holder may recommence effecting sales of the Registrable Shares pursuant to a Shelf


10


Registration Statement or Demand Registration Statement, as applicable, following further notice to such effect (an “End of Suspension Notice”) from GAHR III, which End of Suspension Notice will be given by GAHR III to the Holders in the manner described above promptly following the conclusion of any Suspension Event and its effect.
Section 6. Registration Procedures. In connection with any Shelf Registration Statement under Section 2 or whenever Holders request a Demand Registration under Section 3, GAHR III will use its commercially reasonable efforts to effect the registration and the sale of such Registrable Shares in accordance with the intended method of disposition thereof (which, in the case of a Demand Registration, but not in the case of a Shelf Registration Statement, may include an underwritten offering), and in connection with any such request:
(a) subject to Section 5, GAHR III will, within the time periods set forth in Sections 2 and 3 hereof, prepare and file a Shelf Registration Statement (on Form S-3) or a Demand Registration Statement (on any form for which GAHR III then qualifies or which counsel for GAHR III shall reasonably deem appropriate and which form shall be available for the sale of the Registrable Shares to be registered thereunder in accordance with the intend distribution thereof), as applicable, which registration statement will comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith, and use its commercially reasonable efforts to cause such filed registration statement to become effective with the SEC as soon as reasonably practicable thereafter and remain continuously effective: (i) in the case of a Shelf Registration Statement filed pursuant to Section 2 hereof, for a period ending when all shares of Common Stock covered by the Shelf Registration Statement are no longer Registrable Shares; and (ii) in the case of a Demand Registration Statement filed pursuant to Section 3 hereof, for at least 180 days;
(b) subject to Section 5, (i) prepare and file with the SEC such amendments and post-effective amendments to each such registration statement as may be necessary to keep such registration statement effective for the period described in Section 6(a), (ii) cause each Prospectus contained therein to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under the Securities Act, and (iii) comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by each such registration statement during the applicable period in accordance with the intended method or methods of distribution specified by the Holders;
(c) furnish to the Holders, without charge, such number of copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as any such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Shares; GAHR III hereby consents to the use of such Prospectus, including each preliminary Prospectus, by the Holders in connection with the offering and sale of the Registrable Shares covered by any such Prospectus;
(d) use commercially reasonable efforts to register or qualify, or obtain exemption from registration or qualification for, all Registrable Shares by the time the applicable registration statement is declared effective by the SEC under all applicable state securities or “blue sky” laws of such domestic jurisdiction as any Holder may reasonably request in writing, keep each such registration or qualification or exemption effective during the period such registration statement is required to be kept effective pursuant to Section 6(a) and do any and all other acts and things that may be reasonably necessary or advisable to enable the Holders to consummate the disposition in each such jurisdiction of such Registrable Shares owned by the Holders;


11


(e) promptly notify the Holders and, if requested, confirm such advice in writing (i) when such registration statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose, (iii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to such registration statement or related Prospectus or for additional information, and (iv) of the happening of any event during the period such registration statement is effective as a result of which such registration statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading or such Prospectus or any document incorporated by reference therein contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (which information will be accompanied by a Suspension Notice pursuant to Section 5(e) that directs the Holders to suspend the use of such registration statement and the related Prospectus until the requisite changes have been made);
(f) during the time periods referred to in Section 6(a), use its best efforts to avoid the issuance of, or if issued, to obtain the withdrawal of, any order enjoining or suspending the use or effectiveness of such registration statement or suspending the qualification (or exemption from qualification) of any of the Registrable Shares for sale in any jurisdiction, as promptly as practicable;
(g) upon request, furnish to the Holders, without charge, at least one conformed copy of such registration statement and any post-effective amendment or supplement thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);
(h) except as provided in Section 5(a), upon the occurrence of any event contemplated by Section 5(d)(iii), use commercially reasonable efforts to promptly prepare a supplement or post-effective amendment to such registration statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Shares, such registration statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, upon request, promptly furnish to the Holders a reasonable number of copies of each such supplement or post-effective amendment;
(i) enter into customary agreements and take all other actions as the Holders reasonably request in connection therewith in order to expedite or facilitate the distribution of the Registrable Shares, including, in the case of a Demand Registration and to the extent reasonably requested by the managing underwriters, making appropriate officers of GAHR III available to participate in a reasonable number of “road shows,” one-on-one meetings with institutional investors and other customary marketing activities scheduled at reasonable times);
(j) use commercially reasonable efforts to (i) list or include all Registrable Shares on any securities exchange on which the Registrable Shares or, if not applicable, any similar securities issued by GAHR III are then listed or included and enter into such customary agreements, including a supplemental listing application and indemnification agreement in customary form, and (ii) cure GAHR III’s listing or inclusion application of any deficiencies cited by the exchange or market in the process of pursuing such listing;


12


(k) prepare and file in a timely manner all documents and reports required by the Exchange Act and, to the extent GAHR III’s obligation to file such reports pursuant to Section 15(d) of the Exchange Act expires prior to the expiration of the effectiveness period of a Demand Registration Statement as required by Section 6(a) hereof, GAHR III will register the Registrable Shares covered by such Demand Registration Statement under the Exchange Act and maintain such registration through the effectiveness period required by Section 6(a);
(l) (i) otherwise use commercially reasonable efforts to comply in all material respects with all applicable rules and regulations of the SEC, (ii) make generally available to its stockholders, as soon as reasonably practicable, earnings statements (which need not be audited) covering at least 12 months that satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and (iii) delay filing any such registration statement or the related Prospectus or amendment or supplement to such registration statement or Prospectus to which the Holders will have reasonably objected on the grounds that such registration statement or Prospectus or amendment or supplement does not comply in all material respects with the requirements of the Securities Act, the Holders having been furnished with a copy thereof at least two Business Days prior to the filing thereof; provided, however, that GAHR III may file such registration statement or the related Prospectus or amendment or supplement following such time as GAHR III will have made a good faith effort to resolve any such issue with the Holders and will have advised the Holders in writing of its reasonable belief that such filing complies in all material respects with the requirements of the Securities Act;
(m) cause to be maintained a registrar and transfer agent for all Registrable Shares covered by such registration statement;
(n) in connection with any sale or transfer of the Registrable Shares that will result in the shares of Common Stock being delivered no longer constituting Registrable Shares, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing the Registrable Shares to be sold, which certificates will not bear any transfer restrictive legends arising under federal or state securities laws, and to enable such Registrable Shares to be in such denominations and registered in such names as the Holders may request at least three Business Days prior to any sale of the Registrable Shares;
(o) in connection with a public offering of Registrable Shares, whether or not such offering is an underwritten offering, use commercially reasonable efforts to obtain a “comfort” letter from the independent public accountant for GAHR III and any acquisition target of GAHR III whose financial statements are required to be included or incorporated by reference in such registration statement, in form and substance customarily given by independent certified public accountants in an underwritten public offering, addressed to the underwriters, if any, and to the selling Holders;
(p) execute and deliver all instruments and documents (including an underwriting agreement or placement agent agreement, as applicable in customary form) and take such other actions and obtain such certificates and opinions as sellers of the Registrable Shares being sold reasonably request in order to effect a public offering of such Registrable Shares and in such connection, whether or not an underwriting agreement is entered into and whether or not the offering is an underwritten offering, (i) make such representations and warranties to the Holders and the underwriters, if any, with respect to the business of GAHR III and its subsidiaries, and such registration statement and documents, if any, incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and, if true, confirm the same if and when requested, and (ii) use commercially reasonable efforts to furnish to the Holders and the underwriters of such Registrable Shares opinions and negative assurance letters of counsel to GAHR III and updates thereof (which counsel and opinions (in form, scope and substance) will be reasonably satisfactory to the managing underwriters, if any, and counsels to the Holders), covering the matters customarily covered in opinions requested in underwritten


13


offerings and such other matters as may be reasonably requested by such counsel and any such underwriters; and
(q) upon reasonable request of any Holder, GAHR III will file an amendment to any such registration statement (or prospectus supplement, as applicable), to update the information provided by such Holder in connection with such Holder’s disposition of Registrable Shares.
Section 7. Required Information.
(a) GAHR III may require a Holder to furnish in writing to GAHR III such information regarding such Holder and the proposed distribution of Registrable Shares by such Holder as GAHR III may from time to time reasonably request in writing or as will be required to effect registration of the Registrable Shares. Each Holder further agrees to furnish promptly to GAHR III in writing all information required from time to time to make the information previously furnished by such Holder not misleading.
(b) Each Holder agrees that, upon receipt of a Suspension Notice of the happening of any event of the kind described in Sections 5(d)(iii), 6(e)(ii) or 6(e)(iv) hereof, such Holder will immediately discontinue disposition of Registrable Shares pursuant to a registration statement until (i) any such stop order is vacated, or (ii) if an event described in Sections 5(d)(iii) or 6(e)(iv) occurs, such Holder’s receipt of the copies of the supplemented or amended Prospectus.
Section 8. Registration Expenses.
GAHR III will pay all Registration Expenses in connection with the registration of the Registrable Shares pursuant to this Agreement and any other actions that may be taken in connection with the registration contemplated herein, including in connection with any Shelf Registration Statement filed pursuant to Section 2 or any Demand Registration pursuant to Section 3. Other than the Registration Expenses, each Holder will bear all Selling Expenses incurred by such Holder and any other expense incurred by such Holder relating to a registration of Registrable Shares pursuant to this Agreement and any other Selling Expenses incurred by such Holder relating to the sale or disposition of such Holder’s Registrable Shares pursuant to any registration statement contemplated by this Agreement.
Section 9. Indemnification.
(a) GAHR III will indemnify and hold harmless each Holder, each Person who controls each Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, members, managers, stockholders, partners, limited partners, agents and employees of each of them (each an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in any registration statement contemplated by this Agreement or any related Prospectus or in any amendment or supplement thereto or in any preliminary Prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein, or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by GAHR III of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement; in each case except to the extent, but only to the extent, that such untrue statement or omission is based upon (A) information regarding such Holder furnished in writing to GAHR III by or on behalf of such Holder expressly for use therein, or (B) information regarding such Holder’s proposed method of distribution of the Registrable Shares and was approved by or on behalf of such Holder expressly for use therein. GAHR


14


III also agrees to indemnify any underwriters of the Registrable Shares, their officers and directors and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Holders provided in this Section 9(a).
(b) Each Holder will, severally and not jointly, indemnify and hold harmless GAHR III, and the directors of GAHR III, each officer of GAHR III who will sign any registration statement contemplated by this Agreement, and if requested by an underwriter for an applicable registration statement, each underwriter, broker or other Person, and their officers and directors, acting on behalf of the Holders to sell the Registrable Shares covered by any registration statement contemplated by this Agreement, and each Person who controls any of the foregoing Persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) against any Losses, as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any registration statement contemplated by this Agreement or any related Prospectus or in any amendment or supplement thereto or in any preliminary Prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is based upon (i) information regarding such Holder furnished in writing to GAHR III by or on behalf of such Holder (in its capacity as a Holder) expressly for use therein, or (ii) information regarding such Holder’s proposed method of distribution of the Registrable Shares and was approved by or on behalf of such Holder expressly for use therein.
(c) Each Indemnified Party under this Section 9 will give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, but the omission to so notify the Indemnifying Party will not relieve it from any liability which it may have to the Indemnified Party pursuant to the provisions of this Section 9 except to the extent of the actual damages suffered by such delay in notification. The Indemnifying Party will assume the defense of such action, including the employment of counsel to be chosen by the Indemnifying Party to be reasonably satisfactory to the Indemnified Party, and payment of expenses. The Indemnified Party will have the right to employ its own counsel in any such case, but the legal fees and expenses of such counsel will be at the expense of the Indemnified Party, unless (i) the employment of such counsel will have been authorized in writing by the Indemnifying Party in connection with the defense of such action, (ii) the Indemnifying Party will not have employed counsel to take charge of the defense of such action or (iii) the Indemnified Party will have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party will not have the right to direct the defense of such action on behalf of the Indemnified Party), in any of which events such fees and expenses will be borne by the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, will, except with the consent of each Indemnified Party, consent to the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party.
(d) If the indemnification provided for in this Section 9 is unavailable to a party that would have been an Indemnified Party under this Section 9 in respect of any expenses, claims, losses, damages and liabilities referred to herein, then each party that would have been an Indemnifying Party hereunder will, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such expenses, claims, losses, damages and liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and such Indemnified Party on the other in connection with the statement or omission which resulted in such reference to, among other


15


things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or such Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. GAHR III and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable consideration referred to above in this Section 9(d).
(e) No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
(f) In no event will any Holder be liable for any expenses, claims, losses, damages or liabilities pursuant to this Section 9 in excess of the net proceeds to such Holder of any Registrable Shares sold by such Holder.
(g) The obligations of GAHR III and the Holders under this Section 9 shall survive the completion of any offering of Registrable Shares and the termination or expiration of this Agreement.
Section 10. Rule 144.
GAHR III shall, at GAHR III’s expense, for so long as any Holder holds any Registrable Shares, use commercially reasonable efforts to take such actions, as may be reasonably requested by such Holder from time to time, to facilitate any proposed sale of Registrable Shares by the Holders in accordance with the provisions of Rule 144, including by using commercially reasonable efforts (i) to comply with the current public information requirements of Rule 144 and (ii) to provide opinions of counsel as may be reasonably necessary in order for the Holders to avail themselves of such rule to allow the Holders to sell such Registrable Shares without registration.
Section 11. Transfer of Registration Rights.
The rights and obligations of HoldCo under this Agreement may be transferred or otherwise assigned to a transferee or assignee of Registrable Shares, provided (i) such transferee or assignee becomes a party to this Agreement or agrees in writing to be subject to the terms hereof to the same extent as if such transferee or assignee were an original party hereunder, and (ii) GAHR III is given written notice by HoldCo of such transfer or assignment stating the name and address of such transferee or assignee and identifying the securities with regard to which such rights and obligations are being transferred or assigned.
Section 12. Miscellaneous.
(a) Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement and any claim, controversy or dispute arising under or related in any way to this Agreement, the relationship of the parties, the transactions contemplated by this Agreement and/or the interpretation and enforcement of the rights and duties of the parties hereunder or related in any way to the foregoing, will be governed by and construed in accordance with the laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.
EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF MARYLAND FOR THE PURPOSES OF ANY


16


SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND AGREES THAT ALL CLAIMS IN RESPECT OF THE SUIT, ACTION OR OTHER PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. EACH PARTY AGREES TO COMMENCE ANY SUCH SUIT, ACTION OR OTHER PROCEEDING IN ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF MARYLAND. EACH PARTY WAIVES ANY DEFENSE OF IMPROPER VENUE OR INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY, OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. ANY PARTY MAY MAKE SERVICE ON ANY OTHER PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS AND IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 12(E). NOTHING IN THIS SECTION 12(A), HOWEVER, WILL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AT EQUITY. EACH PARTY AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING SO BROUGHT WILL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW OR AT EQUITY.
EACH OF THE PARTIES HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF ANY SUCH RIGHTS AND OBLIGATIONS. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (II) ACKNOWLEDGES THAT SUCH OTHER PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.
(b) Entire Agreement. This Agreement, together with the Contribution Agreement, constitutes the full and entire understanding and agreement among the parties with regard to the subject hereof.
(c) Interpretation and Usage. In this Agreement, unless there is a clear contrary intention: (i) when a reference is made to a section, an annex or a schedule, that reference is to a section, an annex or a schedule of or to this Agreement; (ii) the singular includes the plural and vice versa; (iii) reference to any agreement, document or instrument means that agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (iv) reference to any statute, rule, regulation or other law means that statute, rule, regulation or law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law means that section or provision from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of that section or provision; (v) “hereunder,” “hereof,” “hereto,” and words of similar import will be deemed references to this Agreement as a whole and not to any particular article, section or other provision of this Agreement; (vi) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (vii) references to agreements, documents or instruments will be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (viii) the terms “writing,” “written” and words of similar import will be deemed to include communications and documents in e-mail, fax or any other similar electronic or documentary form.


17


(d) Amendment. No supplement, modification, waiver or termination of this Agreement will be binding unless executed in writing by GAHR III and Holders holding at least a majority of the Registrable Shares then outstanding; provided, that no such amendment, modification or waiver that would adversely affect a Holder (provided that the accession by additional Holders to this Agreement pursuant to Section 11 shall not be deemed to adversely affect any Holder) shall be effective against such Holder without the consent of such Holder that is adversely affected thereby.
(e) Notices, etc. Any notice or other communication hereunder must be given in writing and either (i) delivered in Person, (ii) transmitted by electronic mail or facsimile or (iii) mailed by certified or registered mail, postage prepaid, return receipt requested as follows:
If to HoldCo, addressed to:
Griffin-American Strategic Holdings, LLC
18191 Von Karman Avenue, Suite 300
Irvine, CA 92612
Attention: Mathieu B. Streiff
Email: mstreiff@ahinvestors.com
With a copy (which shall not constitute notice) to:
Morrison & Foerster LLP
3500 Lenox Road, NE, Suite 1500
Atlanta, GA 30326
Attention: Heath D. Linsky, Esq.
Email: hlinsky@mofo.com; and
Any Holder that has provided notice to HoldCo pursuant to this Section 12(e) that such Holder shall receive copies of any notice or other communication hereunder.
If to GAHR III and GAHR III OP, addressed to:
Griffin-American Healthcare REIT III, Inc.
18191 Von Karman Avenue, Suite 300
Irvine, CA 92612
Attention: Harold H. Greene, Chair of the Special Committee of the Board of Directors
Email: hgreeneGAHRIII@ahinveestors.com
With a copy (which shall not constitute notice) to:
DLA Piper LLP (US)
4141 Parklake Ave., Suite 300
Raleigh, NC 27612
Attention: Robert H. Bergdolt, Esq.
Email: rob.bergdolt@dlapiper.com
or to such other address or to such other Person as each party shall have last designated by such notice to the other parties. Each such notice or other communication shall be effective (i) when delivered in Person, (ii) if given by telecommunication, when transmitted to the applicable number so specified in (or pursuant to) this Section 12(e) and an appropriate confirmation is received, and (iii) if given by mail, three (3) Business Days after delivery or the first attempted delivery.


18


(f) Counterparts. This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile, and each of which shall be deemed an original of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement.
(g) Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any governmental entity, the remaining provisions of this Agreement shall remain in full force and effect; provided, that the essential terms and conditions of this Agreement for all parties remain valid, binding and enforceable. In the event of any such determination, the parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intents and purposes hereof. To the extent permitted by law, the parties hereby to the same extent waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.
(h) Section Titles. Section titles are for descriptive purposes only and will not control or alter the meaning of this Agreement as set forth in the text.
(i) Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns and will inure to the benefit of the parties hereto and their respective successors and permitted assigns. In the event that GAHR III or any of its successors or permitted assigns
(i) consolidates or amalgamates with or merges into any other Person and is not the continuing or
surviving corporation or entity of such consolidation, amalgamation or merger or (ii) transfers or conveys
all or substantially all of its properties and assets to any Person, then, and in each case a condition thereto,
GAHR III (or its successors or permitted assigns) shall cause such Person to assume the obligations of
GAHR III set forth in this Agreement. If any successor or permitted assignee of HoldCo will acquire Registrable Shares in any manner, whether by operation of law or otherwise, (i) such successor or permitted assignee will be entitled to all of the benefits of HoldCo under this Agreement and (ii) such Registrable Shares will be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Shares such Person will be conclusively deemed to have agreed to be bound by all of the terms and provisions hereof. Without limiting the generality of the foregoing, each party acknowledges and agrees that, upon completion of the proposed transaction between GAHR III and GAHR IV (the “GAHR Transaction”) (i) all of the obligations of GAHR III in this Agreement shall be assumed by the surviving entity in the GAHR Transaction and its successors and (ii) all references herein to GAHR III shall be deemed to include the surviving entity in the GAHR Transaction and its successors.
(j) Remedies; No Waiver. Each party acknowledges and agrees that the other parties would be irreparably damaged in the event that the covenants set forth in this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that each party hereto will be entitled to seek an injunction to specifically enforce the terms of this Agreement solely in the courts specified in Section 12(a), in addition to any other remedy to which such party may be entitled hereunder, at law or in equity.
No failure or delay by a party in exercising any right or remedy provided by law or under this Agreement will impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy will preclude any further exercise of it or the exercise of any other remedy.
(k) Changes in Securities Laws. In the event any amendment, repeal or other change in the securities laws will render the provisions of this Agreement inapplicable, GAHR III will provide each Holder with substantially similar rights to those granted under this Agreement and use it good faith efforts to cause such rights to be as comparable as possible to the rights granted to such Holder hereunder.
[Signatures appear on next page]


19


IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.
HOLDCO:
GRIFFIN-AMERICAN STRATEGIC HOLDINGS, LLC,
a Delaware limited liability company
By: AMERICAN HEALTHCARE INVESTORS, LLC, its Manager
By: /s/ Mathieu B. Streiff
Mathieu B. Streiff
Managing Director
GAHR III:
GRIFFIN-AMERICAN HEALTHCARE REIT III, INC.,
a Maryland corporation
By: /s/ Danny Prosky
Danny Prosky
President and Chief Operating Officer
GAHR III OP:
GRIFFIN-AMERICAN HEALTHCARE REIT III HOLDINGS, LP,
a Delaware limited partnership
By: GRIFFIN-AMERICAN HEALTHCARE REIT III, INC., its General Partner
By:

/s/ Danny Prosky
Danny Prosky
President and Chief Operating Officer

[Signature Page to Registration Rights Agreement]

EXHIBIT 10.2
American Healthcare Opps Holdings, LLC
c/o Griffin-American Healthcare REIT III, Inc.
18191 Von Karman Avenue, Suite 300
Irvine, CA 92612
(949) 270-9200
October 1, 2021
Jeffrey T. Hanson
c/o Griffin-American Healthcare REIT III, Inc.
18191 Von Karman Ave., Suite 300
Irvine, CA 92612
Re:    Employment Terms
Dear Jeff:
As you know, American Healthcare Opps Holdings, LLC, a Delaware limited liability company (the “Company”), which will be an indirect subsidiary of Griffin-American Healthcare REIT III, Inc., a Maryland corporation (“GAHR III”), is in the process of acquiring substantially all of the assets used or held for use in connection with the business of American Healthcare Investors, LLC, a Delaware limited liability company (“AHI”), and the other Contributed Business (as defined in the Contribution Agreement) pursuant to that certain Contribution Agreement, dated June 23, 2021, by and among AHI, GAHR III, Griffin-American Healthcare REIT III Holdings, LP, a Delaware limited partnership (“GAHR III OP”), Griffin Capital Company, LLC, a Delaware limited liability company, and the AHI Principals named therein, including you (the “Contribution Agreement”). Following the closing of the foregoing transactions, it is expected that GAHR III shall merge with and into a wholly owned subsidiary (“Merger Sub”) of Griffin-American Healthcare REIT IV, Inc., a Maryland corporation (“GAHR IV”), and Griffin-American Healthcare REIT IV Holdings, LP, a Delaware limited partnership (“GAHR IV OP”), which is GAHR IV’s operating partnership, shall merge with and into GAHR III OP pursuant to that certain Merger Agreement entered into substantially concurrent herewith by and among GAHR III, GAHR III OP, GAHR IV, GAHR IV OP and Merger Sub (the “Merger”).
The Company is pleased to confirm your initial position of Executive Chairman of GAHR III (or, if the Merger is consummated, effective as of the closing of the Merger, Executive Chairman of GAHR IV), subject to consummation of the transactions contemplated by the Contribution Agreement (collectively, the “Transactions”). This letter embodies the terms of our offer of employment to you following consummation of the Transactions, and supersedes all prior employment agreements between you and AHI or any of its affiliates or subsidiaries, including (without limitation) the Executive Employment Agreement by and between you and AHI Newco, LLC dated as of December 8, 2014 (the “Prior Agreement”).
You will initially report to the Board of Directors of GAHR III (or, if the Merger is consummated, effective as of the closing of the Merger, the Board of Directors of GAHR IV) (the “Board”), and shall perform such duties as are normally associated with your position and




Jeffrey T. Hanson
October 1, 2021
Page 2
such duties as are assigned to you from time to time, subject to the oversight and direction of the Board or its designee. This is a full-time, exempt position and, during the term of your employment with the Company, you will devote your best efforts and substantially all of your business time and attention to the business of the Company.

Your initial salary will be at the rate of $17,708.33 semi-monthly, which equates to $425,000 on an annualized basis, payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices. Your base salary is subject to review and adjustment by the Company in its sole discretion. As a salaried, exempt employee, you will be expected to work your normal business hours and additional hours as required by your job duties, and you will not be paid overtime pay.

You will also be eligible to earn, each calendar year during your employment, an annual cash performance bonus (“Annual Bonus”), as described below, subject to your continuous employment with the Company until December 31st of the calendar year to which the Annual Bonus relates, and your employment not being terminated by the Company for Cause prior to payment of the Annual Bonus. Beginning with 2022, your target Annual Bonus opportunity will be 100% of your annualized base salary (such target Annual Bonus opportunity, the “Target Bonus”). Except as provided below with respect to your 2021 Annual Bonus, the actual amount of your Annual Bonus earned may be equal to, greater than, or less than the Target Bonus, depending on the degree of achievement of performance objectives established by the Board or a committee thereof. Your 2021 Annual Bonus, which will be paid by the Company or an affiliate thereof, will be an amount equal to (x) plus (y), where (x) is equal to the portion of your 2021 annual bonus that was accrued by AHI or an affiliate thereof for the period from January 1, 2021 through the date of consummation of the Transactions (“Closing”) and (y) is equal to your Target Bonus multiplied by a fraction, the numerator of which is the number of days between the Closing and December 31, 2021, and the denominator of which is 365. For 2022, the performance goals for your Annual Bonus will be based 70% on corporate performance and 30% on individual performance, with the corporate performance goals to include modified funds from operations (“MFFO”) per share, net debt to EBITDA, and same-property NOI growth, or such similar goals as determined by the Board or a committee thereof. The Board or a committee thereof shall determine the extent to which the corporate and individual goals have been achieved and the actual amount of the Annual Bonus, which may be below the Target Bonus if the actual performance level is below the target performance and may be above the Target Bonus if the actual performance level is above the target performance, with the threshold payout equal to 50% of the Target Bonus and a maximum payout equal to 150% of the Target Bonus, and achievement between performance levels being determined by linear interpolation. Performance goals, weightings and other terms applicable to the Annual Bonus will be determined by the Board or a committee thereof, provided that your Target Bonus will be no less than the amount specified above. Any Annual Bonus shall be subject to the terms of the applicable incentive compensation plan adopted by the Board. Any Annual Bonus earned in a calendar year will be paid on or before March 15th of the next calendar year, unless otherwise stated in an incentive compensation plan adopted by the Board.




Jeffrey T. Hanson
October 1, 2021
Page 3
Additionally, on, or within 30 days following, the date of the consummation of the Transactions, you will receive equity-based incentive awards relating to GAHR III (or its successor in interest) common stock, with a grant date value equal to not less than $850,000 (with the grant date value of performance awards based on the grant date value of shares that would be earned assuming target performance goals were achieved), with 25% of such amount consisting of performance-based restricted stock units (the “PBRSUs”) and 75% of such amount consisting of time-based restricted stock (the “TBRS”). Subject to your continuous employment with the Company on each such vesting date, the TBRS will vest annually (1/3 each year) on each annual anniversary of the date of grant and the PBRSUs will cliff vest in the first quarter of 2025 with the amount of the PBRSUs that vest based on GAHR III’s (or its successor in interest’s) relative MFFO per share ranking vs. a peer group’s average MFFO per share over the three-calendar year period ending December 31, 2024, and with achievement of threshold level performance resulting in 50% of target award being earned, target performance resulting in 100% of the target award being earned, maximum performance resulting in 200% of target award being earned and achievement between threshold and target or target and maximum being determined by linear interpolation. The threshold, target and maximum levels of the GAHR III’s (or its successor in interest’s) MFFO per share relative to the peer group for the PBRSUs will be -300 bps, 0 bps and +300 bps, respectively. The PBRSUs and TBRS are subject to earlier vesting pursuant to the terms of the equity plan pursuant to which the awards are granted. Any tax withholding obligations relating to the PBRSUs and TBRS will be satisfied via net settlement whereby shares having a value equal to the amount required to be withheld, which shares would otherwise be issued to you in connection with settlement of the award, will be retained by GAHR III (or its successor in interest) and GAHR III (or its successor in interest) will directly remit the related tax withholding amounts to the applicable taxing authorities (“Net Settlement”). Subject to the approval of the Board or a committee thereof, you will also be entitled to receive, in each subsequent calendar year that you remain employed by the Company or an affiliate, additional long-term equity-based incentive awards. The terms of any such additional awards will be determined by the Board or a committee thereof, provided that the grant date fair value of such awards will not be less than $850,000. All such awards shall be subject to all terms, vesting schedules and other provisions set forth in the equity plan and in separate award agreements pursuant to which the awards are granted, provided that the PBRSUs and TBRS shall contain terms consistent with the terms specified above and any future awards will provide for satisfaction of applicable tax withholding obligations via Net Settlement.
You will be eligible to participate on the same basis as similarly situated employees in the Company’s other benefit plans in effect from time to time during your employment, subject to eligibility terms for coverage or benefits as determined in accordance with the provisions of such benefit plans. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion.
As an employee of the Company, you will be subject to such practices, procedures and policies as the Company may adopt or modify from time to time. In addition, your employment is contingent upon satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions.



Jeffrey T. Hanson
October 1, 2021
Page 4
You agree to hold the Company’s Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties, except as such disclosure may be required in connection with your work for the Company or authorized in writing by an officer of the Company. You also agree not to use any of the Company’s Confidential Information for any purpose other than as necessary to perform your duties and responsibilities on behalf of the Company. “Confidential Information” as used herein shall mean all information that is not generally known in the Company’s trade or industry and that is disclosed by either the Company, GAHR III, GAHR III OP, or their affiliates or subsidiaries to you or otherwise obtained by you during your employment with AHI or the Company. Notwithstanding the foregoing, “Confidential Information” does not include (i) information that is or becomes generally known to the public through lawful means and through no fault of your own; (ii) information that was part of your general knowledge prior to the initial disclosure of the information to you by AHI or any person under a duty of confidentiality; or (iii) information that is disclosed to you without restriction by a third party who rightfully possesses the information and is under no duty of confidentiality. All Confidential Information is the sole and exclusive property of the Company or its designee. Upon request by the Company, you agree to promptly return the original and any copies of such Confidential Information. Nothing herein precludes you from (a) reporting possible violations of federal securities laws to the appropriate government enforcing agency and making such other disclosures that are expressly protected under such laws, or (b) responding to inquiries from, or otherwise cooperating with, any governmental or regulatory investigation. Additionally, pursuant to the Defend Trade Secrets Act of 2016, you acknowledge that you shall not have criminal or civil liability under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and may use the trade secret information in the court proceeding, if you (X) file any document containing the trade secret under seal; and (Y) do not disclose the trade secret, except pursuant to court order.

Your employment relationship with the Company is at-will. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and an authorized officer of the Company.
This letter forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements (including the Prior Agreement) or promises made to you by anyone (including AHI) whether oral or written. No term or provision of this letter may be amended, waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company.




Jeffrey T. Hanson
October 1, 2021
Page 5
Effective as of the closing of the Transaction, you hereby forever fully and irrevocably release and discharge the Company, GAHR III, GAHR IV, and each of their respective affiliates and subsidiaries (and each of their respective successors and assigns, stockholders, members, managers, directors, officers, employees, agents, and other representatives) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature (including, claims for damages, costs, expense, and attorneys’ fees and expenses), in each case arising out of or related to your employment with AHI or its affiliates, whether known or unknown, suspected or unsuspected or unanticipated or anticipated, including (without limitation) all claims related to any long term incentive arrangements with AHI or its affiliates. Notwithstanding anything herein to the contrary, the foregoing release does not include, nor shall there be, any release or discharge of (i) your rights, if any, with respect to salaries, compensation, and reimbursable expenses that are payable to you and have accrued during the current payroll period or work period in the ordinary course, (ii) your vested rights, if any, under any benefit plan of AHI or its affiliates, and (iii) any right you may have to indemnification or advancement of expenses in accordance with law or under any organizational documents of AHI or its affiliates or their directors’ and officers’ liability insurance coverage or any written contract between you and AHI or its affiliates, and nothing in this release shall be construed to prohibit you from engaging in any protected or concerted activity, or filing a complaint or charge with, or participating in any investigation or proceeding conducted by, any federal, state or local government agency in connection with your employment with AHI or any of its affiliates.
You understand the meaning and effect of Section 1542 of the Civil Code of the State of California, which provides:  “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You hereby (1) represent, warrant and acknowledge that you have been fully advised by your attorney of the contents of Section 1542 of the Civil Code of the State of California and understand the implications thereof and (2) expressly waive the benefits of Section 1542 of the Civil Code of the State of California and any rights that you may have thereunder.
Please sign and date this letter and return it to me by October 1, 2021, if you wish to accept employment at the Company effective as of the closing of the Transactions. This offer of employment is contingent upon the successful closing of the Transactions. In the event that the Transactions do not close, then this offer letter agreement shall terminate as of the termination of the Contribution Agreement, and the parties shall have no further obligations hereunder.
***




Jeffrey T. Hanson
October 1, 2021
Page 6
We look forward to your favorable reply and to a productive and enjoyable work relationship.
Sincerely,
/s/ Matt Streiff    
Matt Streiff, EVP, General Counsel

Accepted by:
/s/ Jeffrey T. Hanson    
Employee Name: Jeffrey T. Hanson
October 1, 2021            
Date



EXHIBIT 10.3
American Healthcare Opps Holdings, LLC
c/o Griffin-American Healthcare REIT III, Inc.
18191 Von Karman Avenue, Suite 300
Irvine, CA 92612
(949) 270-9200
October 1, 2021
Danny Prosky
c/o Griffin-American Healthcare REIT III, Inc.
18191 Von Karman Ave., Suite 300
Irvine, CA 92612
Re:    Employment Terms
Dear Danny:
As you know, American Healthcare Opps Holdings, LLC, a Delaware limited liability company (the “Company”), which will be an indirect subsidiary of Griffin-American Healthcare REIT III, Inc., a Maryland corporation (“GAHR III”), is in the process of acquiring substantially all of the assets used or held for use in connection with the business of American Healthcare Investors, LLC, a Delaware limited liability company (“AHI”), and the other Contributed Business (as defined in the Contribution Agreement) pursuant to that certain Contribution Agreement, dated June 23, 2021, by and among AHI, GAHR III, Griffin-American Healthcare REIT III Holdings, LP, a Delaware limited partnership (“GAHR III OP”), Griffin Capital Company, LLC, a Delaware limited liability company, and the AHI Principals named therein, including you (the “Contribution Agreement”). Following the closing of the foregoing transactions, it is expected that GAHR III shall merge with and into a wholly owned subsidiary (“Merger Sub”) of Griffin-American Healthcare REIT IV, Inc., a Maryland corporation (“GAHR IV”), and Griffin-American Healthcare REIT IV Holdings, LP, a Delaware limited partnership (“GAHR IV OP”), which is GAHR IV’s operating partnership, shall merge with and into GAHR III OP pursuant to that certain Merger Agreement entered into substantially concurrent herewith by and among GAHR III, GAHR III OP, GAHR IV, GAHR IV OP and Merger Sub (the “Merger”).
The Company is pleased to confirm your initial position of CEO & President of GAHR III (or, if the Merger is consummated, effective as of the closing of the Merger, CEO & President of GAHR IV), subject to consummation of the transactions contemplated by the Contribution Agreement (collectively, the “Transactions”). This letter embodies the terms of our offer of employment to you following consummation of the Transactions, and supersedes all prior employment agreements between you and AHI or any of its affiliates or subsidiaries, including (without limitation) the Executive Employment Agreement by and between you and AHI Newco, LLC dated as of December 8, 2014 (the “Prior Agreement”).
You will initially report to the Board of Directors of GAHR III (or, if the Merger is consummated, effective as of the closing of the Merger, the Board of Directors of GAHR IV) (the “Board”), and shall perform such duties as are normally associated with your position and



Danny Prosky
October 1, 2021
Page 2
such duties as are assigned to you from time to time, subject to the oversight and direction of the Board or its designee. This is a full-time, exempt position and, during the term of your employment with the Company, you will devote your best efforts and substantially all of your business time and attention to the business of the Company.

Your initial salary will be at the rate of $31,250 semi-monthly, which equates to $750,000 on an annualized basis, payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices. Your base salary is subject to review and adjustment by the Company in its sole discretion. As a salaried, exempt employee, you will be expected to work your normal business hours and additional hours as required by your job duties, and you will not be paid overtime pay.

You will also be eligible to earn, each calendar year during your employment, an annual cash performance bonus (“Annual Bonus”), as described below, subject to your continuous employment with the Company until December 31st of the calendar year to which the Annual Bonus relates, and your employment not being terminated by the Company for Cause prior to payment of the Annual Bonus. Beginning with 2022, your target Annual Bonus opportunity will be 100% of your annualized base salary (such target Annual Bonus opportunity, the “Target Bonus”). Except as provided below with respect to your 2021 Annual Bonus, the actual amount of your Annual Bonus earned may be equal to, greater than, or less than the Target Bonus, depending on the degree of achievement of performance objectives established by the Board or a committee thereof. Your 2021 Annual Bonus, which will be paid by the Company or an affiliate thereof, will be an amount equal to (x) plus (y), where (x) is equal to the portion of your 2021 annual bonus that was accrued by AHI or an affiliate thereof for the period from January 1, 2021 through the date of consummation of the Transactions (“Closing”) and (y) is equal to your Target Bonus multiplied by a fraction, the numerator of which is the number of days between the Closing and December 31, 2021, and the denominator of which is 365. For 2022, the performance goals for your Annual Bonus will be based 70% on corporate performance and 30% on individual performance, with the corporate performance goals to include modified funds from operations (“MFFO”) per share, net debt to EBITDA, and same-property NOI growth, or such similar goals as determined by the Board or a committee thereof. The Board or a committee thereof shall determine the extent to which the corporate and individual goals have been achieved and the actual amount of the Annual Bonus, which may be below the Target Bonus if the actual performance level is below the target performance and may be above the Target Bonus if the actual performance level is above the target performance, with the threshold payout equal to 50% of the Target Bonus and a maximum payout equal to 150% of the Target Bonus, and achievement between performance levels being determined by linear interpolation. Performance goals, weightings and other terms applicable to the Annual Bonus will be determined by the Board or a committee thereof, provided that your Target Bonus will be no less than the amount specified above. Any Annual Bonus shall be subject to the terms of the applicable incentive compensation plan adopted by the Board. Any Annual Bonus earned in a calendar year will be paid on or before March 15th of the next calendar year, unless otherwise stated in an incentive compensation plan adopted by the Board.



Danny Prosky
October 1, 2021
Page 3
Additionally, on, or within 30 days following, the date of the consummation of the Transactions, you will receive equity-based incentive awards relating to GAHR III (or its successor in interest) common stock, with a grant date value equal to not less than $2,000,000 (with the grant date value of performance awards based on the grant date value of shares that would be earned assuming target performance goals were achieved), with 25% of such amount consisting of performance-based restricted stock units (the “PBRSUs”) and 75% of such amount consisting of time-based restricted stock (the “TBRS”). Subject to your continuous employment with the Company on each such vesting date, the TBRS will vest annually (1/3 each year) on each annual anniversary of the date of grant and the PBRSUs will cliff vest in the first quarter of 2025 with the amount of the PBRSUs that vest based on GAHR III’s (or its successor in interest’s) relative MFFO per share ranking vs. a peer group’s average MFFO per share over the three-calendar year period ending December 31, 2024, and with achievement of threshold level performance resulting in 50% of target award being earned, target performance resulting in 100% of the target award being earned, maximum performance resulting in 200% of target award being earned and achievement between threshold and target or target and maximum being determined by linear interpolation. The threshold, target and maximum levels of the GAHR III’s (or its successor in interest’s) MFFO per share relative to the peer group for the PBRSUs will be -300 bps, 0 bps and +300 bps, respectively. The PBRSUs and TBRS are subject to earlier vesting pursuant to the terms of the equity plan pursuant to which the awards are granted. Any tax withholding obligations relating to the PBRSUs and TBRS will be satisfied via net settlement whereby shares having a value equal to the amount required to be withheld, which shares would otherwise be issued to you in connection with settlement of the award, will be retained by GAHR III (or its successor in interest) and GAHR III (or its successor in interest) will directly remit the related tax withholding amounts to the applicable taxing authorities (“Net Settlement”). Subject to the approval of the Board or a committee thereof, you will also be entitled to receive, in each subsequent calendar year that you remain employed by the Company or an affiliate, additional long-term equity-based incentive awards. The terms of any such additional awards will be determined by the Board or a committee thereof, provided that the grant date fair value of such awards will not be less than $2,000,000. All such awards shall be subject to all terms, vesting schedules and other provisions set forth in the equity plan and in separate award agreements pursuant to which the awards are granted, provided that the PBRSUs and TBRS shall contain terms consistent with the terms specified above and any future awards will provide for satisfaction of applicable tax withholding obligations via Net Settlement.
You will be eligible to participate on the same basis as similarly situated employees in the Company’s other benefit plans in effect from time to time during your employment, subject to eligibility terms for coverage or benefits as determined in accordance with the provisions of such benefit plans. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion.
As an employee of the Company, you will be subject to such practices, procedures and policies as the Company may adopt or modify from time to time. In addition, your employment is contingent upon satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions.



Danny Prosky
October 1, 2021
Page 4
You agree to hold the Company’s Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties, except as such disclosure may be required in connection with your work for the Company or authorized in writing by an officer of the Company. You also agree not to use any of the Company’s Confidential Information for any purpose other than as necessary to perform your duties and responsibilities on behalf of the Company. “Confidential Information” as used herein shall mean all information that is not generally known in the Company’s trade or industry and that is disclosed by either the Company, GAHR III, GAHR III OP, or their affiliates or subsidiaries to you or otherwise obtained by you during your employment with AHI or the Company. Notwithstanding the foregoing, “Confidential Information” does not include (i) information that is or becomes generally known to the public through lawful means and through no fault of your own; (ii) information that was part of your general knowledge prior to the initial disclosure of the information to you by AHI or any person under a duty of confidentiality; or (iii) information that is disclosed to you without restriction by a third party who rightfully possesses the information and is under no duty of confidentiality. All Confidential Information is the sole and exclusive property of the Company or its designee. Upon request by the Company, you agree to promptly return the original and any copies of such Confidential Information. Nothing herein precludes you from (a) reporting possible violations of federal securities laws to the appropriate government enforcing agency and making such other disclosures that are expressly protected under such laws, or (b) responding to inquiries from, or otherwise cooperating with, any governmental or regulatory investigation. Additionally, pursuant to the Defend Trade Secrets Act of 2016, you acknowledge that you shall not have criminal or civil liability under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and may use the trade secret information in the court proceeding, if you (X) file any document containing the trade secret under seal; and (Y) do not disclose the trade secret, except pursuant to court order.

Your employment relationship with the Company is at-will. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and an authorized officer of the Company.

This letter forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements (including the Prior Agreement) or promises made to you by anyone (including AHI) whether oral or written. No term or provision of this letter may be amended, waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company.





Danny Prosky
October 1, 2021
Page 5
Effective as of the closing of the Transaction, you hereby forever fully and irrevocably release and discharge the Company, GAHR III, GAHR IV, and each of their respective affiliates and subsidiaries (and each of their respective successors and assigns, stockholders, members, managers, directors, officers, employees, agents, and other representatives) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature (including, claims for damages, costs, expense, and attorneys’ fees and expenses), in each case arising out of or related to your employment with AHI or its affiliates, whether known or unknown, suspected or unsuspected or unanticipated or anticipated, including (without limitation) all claims related to any long term incentive arrangements with AHI or its affiliates. Notwithstanding anything herein to the contrary, the foregoing release does not include, nor shall there be, any release or discharge of (i) your rights, if any, with respect to salaries, compensation, and reimbursable expenses that are payable to you and have accrued during the current payroll period or work period in the ordinary course, (ii) your vested rights, if any, under any benefit plan of AHI or its affiliates, and (iii) any right you may have to indemnification or advancement of expenses in accordance with law or under any organizational documents of AHI or its affiliates or their directors’ and officers’ liability insurance coverage or any written contract between you and AHI or its affiliates, and nothing in this release shall be construed to prohibit you from engaging in any protected or concerted activity, or filing a complaint or charge with, or participating in any investigation or proceeding conducted by, any federal, state or local government agency in connection with your employment with AHI or any of its affiliates.
You understand the meaning and effect of Section 1542 of the Civil Code of the State of California, which provides:  “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You hereby (1) represent, warrant and acknowledge that you have been fully advised by your attorney of the contents of Section 1542 of the Civil Code of the State of California and understand the implications thereof and (2) expressly waive the benefits of Section 1542 of the Civil Code of the State of California and any rights that you may have thereunder.
Please sign and date this letter and return it to me by October 1, 2021, if you wish to accept employment at the Company effective as of the closing of the Transactions. This offer of employment is contingent upon the successful closing of the Transactions. In the event that the Transactions do not close, then this offer letter agreement shall terminate as of the termination of the Contribution Agreement, and the parties shall have no further obligations hereunder.
***




Danny Prosky
October 1, 2021
Page 6
We look forward to your favorable reply and to a productive and enjoyable work relationship.
Sincerely,
/s/ Matt Streiff    
Matt Streiff, EVP, General Counsel

Accepted by:
/s/ Danny Prosky    
Employee Name: Danny Prosky
October 1, 2021             
Date



EXHIBIT 10.4
American Healthcare Opps Holdings, LLC
c/o Griffin-American Healthcare REIT III, Inc.
18191 Von Karman Avenue, Suite 300
Irvine, CA 92612
(949) 270-9200
October 1, 2021
Mathieu Streiff
c/o Griffin-American Healthcare REIT III, Inc.
18191 Von Karman Ave., Suite 300
Irvine, CA 92612
Re:    Employment Terms
Dear Matt:
As you know, American Healthcare Opps Holdings, LLC, a Delaware limited liability company (the “Company”), which will be an indirect subsidiary of Griffin-American Healthcare REIT III, Inc., a Maryland corporation (“GAHR III”), is in the process of acquiring substantially all of the assets used or held for use in connection with the business of American Healthcare Investors, LLC, a Delaware limited liability company (“AHI”), and the other Contributed Business (as defined in the Contribution Agreement) pursuant to that certain Contribution Agreement, dated June 23, 2021, by and among AHI, GAHR III, Griffin-American Healthcare REIT III Holdings, LP, a Delaware limited partnership (“GAHR III OP”), Griffin Capital Company, LLC, a Delaware limited liability company, and the AHI Principals named therein, including you (the “Contribution Agreement”). Following the closing of the foregoing transactions, it is expected that GAHR III shall merge with and into a wholly owned subsidiary (“Merger Sub”) of Griffin-American Healthcare REIT IV, Inc., a Maryland corporation (“GAHR IV”), and Griffin-American Healthcare REIT IV Holdings, LP, a Delaware limited partnership (“GAHR IV OP”), which is GAHR IV’s operating partnership, shall merge with and into GAHR III OP pursuant to that certain Merger Agreement entered into substantially concurrent herewith by and among GAHR III, GAHR III OP, GAHR IV, GAHR IV OP and Merger Sub (the “Merger”).
The Company is pleased to confirm your initial position of Chief Operating Officer of GAHR III (or, if the Merger is consummated, effective as of the closing of the Merger, Chief Operating Officer of GAHR IV), subject to consummation of the transactions contemplated by the Contribution Agreement (collectively, the “Transactions”). This letter embodies the terms of our offer of employment to you following consummation of the Transactions, and supersedes all prior employment agreements between you and AHI or any of its affiliates or subsidiaries, including (without limitation) the Executive Employment Agreement by and between you and AHI Newco, LLC dated as of December 8, 2014 (the “Prior Agreement”).
You will initially report to the CEO of GAHR III (or, if the Merger is consummated, effective as of the closing of the Merger, the CEO of GAHR IV), and shall perform such duties as are normally associated with your position and such duties as are assigned to you from time to time,




Mathieu Streiff
October 1, 2021
Page 2
subject to the oversight and direction of the CEO or his or her designee. This is a full-time, exempt position and, during the term of your employment with the Company, you will devote your best efforts and substantially all of your business time and attention to the business of the Company.
Your initial salary will be at the rate of $17,708.33 semi-monthly, which equates to $425,000 on an annualized basis, payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices. Your base salary is subject to review and adjustment by the Company in its sole discretion. As a salaried, exempt employee, you will be expected to work your normal business hours and additional hours as required by your job duties, and you will not be paid overtime pay.

You will also be eligible to earn, each calendar year during your employment, an annual cash performance bonus (“Annual Bonus”), as described below, subject to your continuous employment with the Company until December 31st of the calendar year to which the Annual Bonus relates, and your employment not being terminated by the Company for Cause prior to payment of the Annual Bonus. Beginning with 2022, your target Annual Bonus opportunity will be 100% of your annualized base salary (such target Annual Bonus opportunity, the “Target Bonus”). Except as provided below with respect to your 2021 Annual Bonus, the actual amount of your Annual Bonus earned may be equal to, greater than, or less than the Target Bonus, depending on the degree of achievement of performance objectives established by the Board of Directors of GAHR III or its successor in interest (the “Board”) or a committee thereof. Your 2021 Annual Bonus, which will be paid by the Company or an affiliate thereof, will be an amount equal to (x) plus (y), where (x) is equal to the portion of your 2021 annual bonus that was accrued by AHI or an affiliate thereof for the period from January 1, 2021 through the date of consummation of the Transactions (“Closing”) and (y) is equal to your Target Bonus multiplied by a fraction, the numerator of which is the number of days between the Closing and December 31, 2021, and the denominator of which is 365. For 2022, the performance goals for your Annual Bonus will be based 70% on corporate performance and 30% on individual performance, with the corporate performance goals to include modified funds from operations (“MFFO”) per share, net debt to EBITDA, and same-property NOI growth, or such similar goals as determined by the Board or a committee thereof. The Board or a committee thereof shall determine the extent to which the corporate and individual goals have been achieved and the actual amount of the Annual Bonus, which may be below the Target Bonus if the actual performance level is below the target performance and may be above the Target Bonus if the actual performance level is above the target performance, with the threshold payout equal to 50% of the Target Bonus and a maximum payout equal to 150% of the Target Bonus, and achievement between performance levels being determined by linear interpolation. Performance goals, weightings and other terms applicable to the Annual Bonus will be determined by the Board or a committee thereof, provided that your Target Bonus will be no less than the amount specified above. Any Annual Bonus shall be subject to the terms of the applicable incentive compensation plan adopted by the Board. Any Annual Bonus earned in a calendar year will be paid on or before March 15th of the next calendar year, unless otherwise stated in an incentive compensation plan adopted by the Board.



Mathieu Streiff
October 1, 2021
Page 3

Additionally, on, or within 30 days following, the date of the consummation of the Transactions, you will receive equity-based incentive awards relating to GAHR III (or its successor in interest) common stock, with a grant date value equal to not less than $850,000 (with the grant date value of performance awards based on the grant date value of shares that would be earned assuming target performance goals were achieved), with 25% of such amount consisting of performance-based restricted stock units (the “PBRSUs”) and 75% of such amount consisting of time-based restricted stock (the “TBRS”). Subject to your continuous employment with the Company on each such vesting date, the TBRS will vest annually (1/3 each year) on each annual anniversary of the date of grant and the PBRSUs will cliff vest in the first quarter of 2025 with the amount of the PBRSUs that vest based on GAHR III’s (or its successor in interest’s) relative MFFO per share ranking vs. a peer group’s average MFFO per share over the three-calendar year period ending December 31, 2024, and with achievement of threshold level performance resulting in 50% of target award being earned, target performance resulting in 100% of the target award being earned, maximum performance resulting in 200% of target award being earned and achievement between threshold and target or target and maximum being determined by linear interpolation. The threshold, target and maximum levels of the GAHR III’s (or its successor in interest’s) MFFO per share relative to the peer group for the PBRSUs will be -300 bps, 0 bps and +300 bps, respectively. The PBRSUs and TBRS are subject to earlier vesting pursuant to the terms of the equity plan pursuant to which the awards are granted. Any tax withholding obligations relating to the PBRSUs and TBRS will be satisfied via net settlement whereby shares having a value equal to the amount required to be withheld, which shares would otherwise be issued to you in connection with settlement of the award, will be retained by GAHR III (or its successor in interest) and GAHR III (or its successor in interest) will directly remit the related tax withholding amounts to the applicable taxing authorities (“Net Settlement”). Subject to the approval of the Board or a committee thereof, you will also be entitled to receive, in each subsequent calendar year that you remain employed by the Company or an affiliate, additional long-term equity-based incentive awards. The terms of any such additional awards will be determined by the Board or a committee thereof, provided that the grant date fair value of such awards will not be less than $850,000. All such awards shall be subject to all terms, vesting schedules and other provisions set forth in the equity plan and in separate award agreements pursuant to which the awards are granted, provided that the PBRSUs and TBRS shall contain terms consistent with the terms specified above and any future awards will provide for satisfaction of applicable tax withholding obligations via Net Settlement.

You will be eligible to participate on the same basis as similarly situated employees in the Company’s other benefit plans in effect from time to time during your employment, subject to eligibility terms for coverage or benefits as determined in accordance with the provisions of such benefit plans. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion.

As an employee of the Company, you will be subject to such practices, procedures and policies as the Company may adopt or modify from time to time. In addition, your employment is



Mathieu Streiff
October 1, 2021
Page 4
contingent upon satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions.

You agree to hold the Company’s Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties, except as such disclosure may be required in connection with your work for the Company or authorized in writing by an officer of the Company. You also agree not to use any of the Company’s Confidential Information for any purpose other than as necessary to perform your duties and responsibilities on behalf of the Company. “Confidential Information” as used herein shall mean all information that is not generally known in the Company’s trade or industry and that is disclosed by either the Company, GAHR III, GAHR III OP, or their affiliates or subsidiaries to you or otherwise obtained by you during your employment with AHI or the Company. Notwithstanding the foregoing, “Confidential Information” does not include (i) information that is or becomes generally known to the public through lawful means and through no fault of your own; (ii) information that was part of your general knowledge prior to the initial disclosure of the information to you by AHI or any person under a duty of confidentiality; or (iii) information that is disclosed to you without restriction by a third party who rightfully possesses the information and is under no duty of confidentiality. All Confidential Information is the sole and exclusive property of the Company or its designee. Upon request by the Company, you agree to promptly return the original and any copies of such Confidential Information. Nothing herein precludes you from (a) reporting possible violations of federal securities laws to the appropriate government enforcing agency and making such other disclosures that are expressly protected under such laws, or (b) responding to inquiries from, or otherwise cooperating with, any governmental or regulatory investigation. Additionally, pursuant to the Defend Trade Secrets Act of 2016, you acknowledge that you shall not have criminal or civil liability under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and may use the trade secret information in the court proceeding, if you (X) file any document containing the trade secret under seal; and (Y) do not disclose the trade secret, except pursuant to court order.

Your employment relationship with the Company is at-will. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and an authorized officer of the Company.
This letter forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements (including the Prior Agreement) or promises made to you by anyone (including AHI) whether oral or written. No term or provision of this



Mathieu Streiff
October 1, 2021
Page 5
letter may be amended, waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company.
Effective as of the closing of the Transaction, you hereby forever fully and irrevocably release and discharge the Company, GAHR III, GAHR IV, and each of their respective affiliates and subsidiaries (and each of their respective successors and assigns, stockholders, members, managers, directors, officers, employees, agents, and other representatives) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature (including, claims for damages, costs, expense, and attorneys’ fees and expenses), in each case arising out of or related to your employment with AHI or its affiliates, whether known or unknown, suspected or unsuspected or unanticipated or anticipated, including (without limitation) all claims related to any long term incentive arrangements with AHI or its affiliates. Notwithstanding anything herein to the contrary, the foregoing release does not include, nor shall there be, any release or discharge of (i) your rights, if any, with respect to salaries, compensation, and reimbursable expenses that are payable to you and have accrued during the current payroll period or work period in the ordinary course, (ii) your vested rights, if any, under any benefit plan of AHI or its affiliates, and (iii) any right you may have to indemnification or advancement of expenses in accordance with law or under any organizational documents of AHI or its affiliates or their directors’ and officers’ liability insurance coverage or any written contract between you and AHI or its affiliates, and nothing in this release shall be construed to prohibit you from engaging in any protected or concerted activity, or filing a complaint or charge with, or participating in any investigation or proceeding conducted by, any federal, state or local government agency in connection with your employment with AHI or any of its affiliates.
You understand the meaning and effect of Section 1542 of the Civil Code of the State of California, which provides:  “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You hereby (1) represent, warrant and acknowledge that you have been fully advised by your attorney of the contents of Section 1542 of the Civil Code of the State of California and understand the implications thereof and (2) expressly waive the benefits of Section 1542 of the Civil Code of the State of California and any rights that you may have thereunder.
Please sign and date this letter and return it to me by October 1, 2021, if you wish to accept employment at the Company effective as of the closing of the Transactions. This offer of employment is contingent upon the successful closing of the Transactions. In the event that the Transactions do not close, then this offer letter agreement shall terminate as of the termination of the Contribution Agreement, and the parties shall have no further obligations hereunder.
***




Mathieu Streiff
October 1, 2021
Page 6
We look forward to your favorable reply and to a productive and enjoyable work relationship.
Sincerely,
/s/ Danny Prosky    
Danny Prosky, President & Chief Operating Officer

Accepted by:
/s/ Mathieu Streiff    
Employee Name: Mathieu Streiff
October 1, 2021            
Date



EXHIBIT 10.5
American Healthcare Opps Holdings, LLC
c/o Griffin-American Healthcare REIT III, Inc.
18191 Von Karman Avenue, Suite 300
Irvine, CA 92612
(949) 270-9200
October 1, 2021
Brian Peay
c/o Griffin-American Healthcare REIT III, Inc.
18191 Von Karman Ave., Suite 300
Irvine, CA 92612
Re:    Employment Terms
Dear Brian:
As you know, American Healthcare Opps Holdings, LLC, a Delaware limited liability company (the “Company”), which will be an indirect subsidiary of Griffin-American Healthcare REIT III, Inc., a Maryland corporation (“GAHR III”), is in the process of acquiring substantially all of the assets used or held for use in connection with the business of American Healthcare Investors, LLC, a Delaware limited liability company (“AHI”), and the other Contributed Business (as defined in the Contribution Agreement) pursuant to that certain Contribution Agreement, dated June 23, 2021, by and among AHI, GAHR III, Griffin-American Healthcare REIT III Holdings, LP, a Delaware limited partnership (“GAHR III OP”), Griffin Capital Company, LLC, a Delaware limited liability company, and the AHI Principals named therein (the “Contribution Agreement”). Following the closing of the foregoing transactions, it is expected that GAHR III shall merge with and into a wholly owned subsidiary (“Merger Sub”) of Griffin-American Healthcare REIT IV, Inc., a Maryland corporation (“GAHR IV”), and Griffin-American Healthcare REIT IV Holdings, LP, a Delaware limited partnership (“GAHR IV OP”), which is GAHR IV’s operating partnership, shall merge with and into GAHR III OP pursuant to that certain Merger Agreement entered into substantially concurrent herewith by and among GAHR III, GAHR III OP, GAHR IV, GAHR IV OP and Merger Sub (the “Merger”).
The Company is pleased to confirm your initial position of Chief Financial Officer of GAHR III (or, if the Merger is consummated, effective as of the closing of the Merger, Chief Financial Officer of GAHR IV), subject to consummation of the transactions contemplated by the Contribution Agreement (collectively, the “Transactions”). This letter embodies the terms of our offer of employment to you following consummation of the Transactions, and supersedes all prior employment agreements between you and AHI or any of its affiliates or subsidiaries, including (without limitation) the Executive Employment Agreement by and between you and American Healthcare Investors, LLC dated as of June 1, 2016 (the “Prior Agreement”).
You will initially report to the Chief Executive Officer of GAHR III (or, if the Merger is consummated, effective as of the closing of the Merger, the Chief Executive Officer of GAHR IV), and shall perform such duties as are normally associated with your position and such duties


Brian Peay
October 1, 2021
Page 2
as are assigned to you from time to time, subject to the oversight and direction of the CEO or his or her designee. This is a full-time, exempt position and, during the term of your employment with the Company, you will devote your best efforts and substantially all of your business time and attention to the business of the Company.

Your initial salary will be at the rate of $19,791.67 semi-monthly, which equates to $475,000 on an annualized basis, payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll practices. Your base salary is subject to review and adjustment by the Company in its sole discretion. As a salaried, exempt employee, you will be expected to work your normal business hours and additional hours as required by your job duties, and you will not be paid overtime pay.

You will also be eligible to earn, each calendar year during your employment, an annual cash performance bonus (“Annual Bonus”), as described below, subject to your continuous employment with the Company until December 31st of the calendar year to which the Annual Bonus relates, and your employment not being terminated by the Company for Cause prior to payment of the Annual Bonus. Beginning with 2022, your target Annual Bonus opportunity will be 100% of your annualized base salary (such target Annual Bonus opportunity, the “Target Bonus”). Except as provided below with respect to your 2021 Annual Bonus, the actual amount of your Annual Bonus earned may be equal to, greater than, or less than the Target Bonus, depending on the degree of achievement of performance objectives established by the Board of Directors of GAHR III or its successor in interest (the “Board”) or a committee thereof. Your 2021 Annual Bonus, which will be paid by the Company or an affiliate thereof, will be an amount equal to (x) plus (y), where (x) is equal to the portion of your 2021 annual bonus that was accrued by AHI or an affiliate thereof for the period from January 1, 2021 through the date of consummation of the Transactions (“Closing”) and (y) is equal to your Target Bonus multiplied by a fraction, the numerator of which is the number of days between the Closing and December 31, 2021, and the denominator of which is 365. For 2022, the performance goals for your Annual Bonus will be based 70% on corporate performance and 30% on individual performance, with the corporate performance goals to include modified funds from operations (“MFFO”) per share, net debt to EBITDA, and same-property NOI growth, or such similar goals as determined by the Board or a committee thereof. The Board or a committee thereof shall determine the extent to which the corporate and individual goals have been achieved and the actual amount of the Annual Bonus, which may be below the Target Bonus if the actual performance level is below the target performance and may be above the Target Bonus if the actual performance level is above the target performance, with the threshold payout equal to 50% of the Target Bonus and a maximum payout equal to 150% of the Target Bonus, and achievement between performance levels being determined by linear interpolation. Performance goals, weightings and other terms applicable to the Annual Bonus will be determined by the Board or a committee thereof, provided that your Target Bonus will be no less than the amount specified above. Any Annual Bonus shall be subject to the terms of the applicable incentive compensation plan adopted by the Board. Any Annual Bonus earned in a calendar year will be paid on or before March 15th of the next calendar year, unless otherwise stated in an incentive compensation plan adopted by the Board.





Brian Peay
October 1, 2021
Page 3
Additionally, on, or within 30 days following, the date of the consummation of the Transactions, you will receive equity-based incentive awards relating to GAHR III (or its successor in interest) common stock, with a grant date value equal to not less than $750,000 (with the grant date value of performance awards based on the grant date value of shares that would be earned assuming target performance goals were achieved), with 25% of such amount consisting of performance-based restricted stock units (the “PBRSUs”) and 75% of such amount consisting of time-based restricted stock (the “TBRS”). Subject to your continuous employment with the Company on each such vesting date, the TBRS will vest annually (1/3 each year) on each annual anniversary of the date of grant and the PBRSUs will cliff vest in the first quarter of 2025 with the amount of the PBRSUs that vest based on GAHR III’s (or its successor in interest’s) relative MFFO per share ranking vs. a peer group’s average MFFO per share over the three-calendar year period ending December 31, 2024, and with achievement of threshold level performance resulting in 50% of target award being earned, target performance resulting in 100% of the target award being earned, maximum performance resulting in 200% of target award being earned and achievement between threshold and target or target and maximum being determined by linear interpolation. The threshold, target and maximum levels of the GAHR III’s (or its successor in interest’s) MFFO per share relative to the peer group for the PBRSUs will be -300 bps, 0 bps and +300 bps, respectively. The PBRSUs and TBRS are subject to earlier vesting pursuant to the terms of the equity plan pursuant to which the awards are granted. Any tax withholding obligations relating to the PBRSUs and TBRS will be satisfied via net settlement whereby shares having a value equal to the amount required to be withheld, which shares would otherwise be issued to you in connection with settlement of the award, will be retained by GAHR III (or its successor in interest) and GAHR III (or its successor in interest) will directly remit the related tax withholding amounts to the applicable taxing authorities (“Net Settlement”). Subject to the approval of the Board or a committee thereof, you will also be entitled to receive, in each subsequent calendar year that you remain employed by the Company or an affiliate, additional long-term equity-based incentive awards. The terms of any such additional awards will be determined by the Board or a committee thereof, provided that the grant date fair value of such awards will not be less than $750,000. All such awards shall be subject to all terms, vesting schedules and other provisions set forth in the equity plan and in separate award agreements pursuant to which the awards are granted, provided that the PBRSUs and TBRS shall contain terms consistent with the terms specified above and any future awards will provide for satisfaction of applicable tax withholding obligations via Net Settlement.

You will be eligible to participate on the same basis as similarly situated employees in the Company’s other benefit plans in effect from time to time during your employment, subject to eligibility terms for coverage or benefits as determined in accordance with the provisions of such benefit plans. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion.

As an employee of the Company, you will be subject to such practices, procedures and policies as the Company may adopt or modify from time to time. In addition, your employment is





Brian Peay
October 1, 2021
Page 4
contingent upon satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions.

You agree to hold the Company’s Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties, except as such disclosure may be required in connection with your work for the Company or authorized in writing by an officer of the Company. You also agree not to use any of the Company’s Confidential Information for any purpose other than as necessary to perform your duties and responsibilities on behalf of the Company. “Confidential Information” as used herein shall mean all information that is not generally known in the Company’s trade or industry and that is disclosed by either the Company, GAHR III, GAHR III OP, or their affiliates or subsidiaries to you or otherwise obtained by you during your employment with AHI or the Company. Notwithstanding the foregoing, “Confidential Information” does not include (i) information that is or becomes generally known to the public through lawful means and through no fault of your own; (ii) information that was part of your general knowledge prior to the initial disclosure of the information to you by AHI or any person under a duty of confidentiality; or (iii) information that is disclosed to you without restriction by a third party who rightfully possesses the information and is under no duty of confidentiality. All Confidential Information is the sole and exclusive property of the Company or its designee. Upon request by the Company, you agree to promptly return the original and any copies of such Confidential Information. Nothing herein precludes you from (a) reporting possible violations of federal securities laws to the appropriate government enforcing agency and making such other disclosures that are expressly protected under such laws, or (b) responding to inquiries from, or otherwise cooperating with, any governmental or regulatory investigation. Additionally, pursuant to the Defend Trade Secrets Act of 2016, you acknowledge that you shall not have criminal or civil liability under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and may use the trade secret information in the court proceeding, if you (X) file any document containing the trade secret under seal; and (Y) do not disclose the trade secret, except pursuant to court order.

Your employment relationship with the Company is at-will. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and an authorized officer of the Company.
This letter forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements (including the Prior Agreement) or promises made to you by anyone (including AHI) whether oral or written. No term or provision of this




Brian Peay
October 1, 2021
Page 5
letter may be amended, waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company.
Effective as of the closing of the Transaction, you hereby forever fully and irrevocably release and discharge the Company, GAHR III, GAHR IV, and each of their respective affiliates and subsidiaries (and each of their respective successors and assigns, stockholders, members, managers, directors, officers, employees, agents, and other representatives) from any and all actions, suits, claims, demands, debts, agreements, obligations, promises, judgments, or liabilities of any kind whatsoever in law or equity and causes of action of every kind and nature (including, claims for damages, costs, expense, and attorneys’ fees and expenses), in each case arising out of or related to your employment with AHI or its affiliates, whether known or unknown, suspected or unsuspected or unanticipated or anticipated, including (without limitation) all claims related to any long term incentive arrangements with AHI or its affiliates. Notwithstanding anything herein to the contrary, the foregoing release does not include, nor shall there be, any release or discharge of (i) your rights, if any, with respect to salaries, compensation, and reimbursable expenses that are payable to you and have accrued during the current payroll period or work period in the ordinary course, (ii) your vested rights, if any, under any benefit plan of AHI or its affiliates, and (iii) any right you may have to indemnification or advancement of expenses in accordance with law or under any organizational documents of AHI or its affiliates or their directors’ and officers’ liability insurance coverage or any written contract between you and AHI or its affiliates, and nothing in this release shall be construed to prohibit you from engaging in any protected or concerted activity, or filing a complaint or charge with, or participating in any investigation or proceeding conducted by, any federal, state or local government agency in connection with your employment with AHI or any of its affiliates.
You understand the meaning and effect of Section 1542 of the Civil Code of the State of California, which provides:  “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You hereby (1) represent, warrant and acknowledge that you have been fully advised by your attorney of the contents of Section 1542 of the Civil Code of the State of California and understand the implications thereof and (2) expressly waive the benefits of Section 1542 of the Civil Code of the State of California and any rights that you may have thereunder.
Please sign and date this letter and return it to me by October 1, 2021, if you wish to accept employment at the Company effective as of the closing of the Transactions. This offer of employment is contingent upon the successful closing of the Transactions. In the event that the Transactions do not close, then this offer letter agreement shall terminate as of the termination of the Contribution Agreement, and the parties shall have no further obligations hereunder.
***





Brian Peay
October 1, 2021
Page 6
We look forward to your favorable reply and to a productive and enjoyable work relationship.
Sincerely,
/s/ Matt Streiff    
Matt Streiff, EVP, General Counsel

Accepted by:
/s/ Brian Peay    
Employee Name: Brian Peay
October 1, 2021            
Date





EXHIBIT 99.1
AHRLOGOCOLORFINAL.JPG
Contact: Damon Elder
Spotlight Marketing Communications
(949) 427-1377
damon@spotlightmarcom.com

American Healthcare REIT Formed Upon Completed Merger of
Griffin-American Healthcare REIT III and Griffin-American Healthcare REIT IV
and Acquisition of American Healthcare Investors
Transaction creates $4.2 billion self-managed, diversified healthcare REIT

IRVINE, Calif. (Oct. 1, 2021) – American Healthcare REIT, Inc. (formerly known as Griffin-American Healthcare REIT IV, Inc., or “GAHR IV”) announced today that it has completed its merger with Griffin-American Healthcare REIT III, Inc. (“GAHR III”) in a tax-free, stock-for-stock transaction that created a combined company with a gross investment value1 of approximately $4.2 billion in healthcare real estate assets.

In conjunction with the merger, the previously announced acquisition of American Healthcare Investors (“AHI”), the co-sponsor of both REITs, was completed. Each of the more than 100 employees of AHI, including its three founders, have become employees of the newly combined company. As a result, American Healthcare REIT is self-managed with a fully integrated management platform with capabilities across acquisitions, asset management, finance, accounting and tax, that are expected to result in operational cost savings of approximately $21 million annually, based on the projected fees and expenses the companies would have likely incurred absent the successful completion of the merger transaction and AHI acquisition.

“We are pleased to have completed this merger and are excited about the future prospects of American Healthcare REIT,” said Danny Prosky, chief executive officer and president. “As a large, diverse, and self-managed healthcare REIT, we believe we are strategically positioned to pursue a future listing or IPO on a national stock exchange that would provide liquidity to our existing stockholders and unlock greater growth and value enhancement opportunities as a publicly traded company.”

American Healthcare REIT owns and/or operates an approximately 19 million-square-foot international portfolio of healthcare real estate comprised of 312 medical office buildings, senior housing communities, skilled nursing facilities and other real estate-related investments across 36 states and the United Kingdom.

(1) Gross investment value is comprised of acquisition costs and subsequent capital expenditures that pertain to the company’s pro-rata ownership.

About American Healthcare REIT, Inc.
American Healthcare REIT, Inc., a self-managed, publicly registered, real estate investment trust, owns and/or operates and manages a diverse portfolio of healthcare real estate assets totaling approximately 19 million square feet with a gross investment value of approximately $4.2 billion. As of June 30, 2021, this international portfolio includes 312 buildings comprised of medical office buildings, senior housing communities, skilled nursing facilities and other real estate-related investments across 36 states and the United Kingdom. For more information, please visit www.AmericanHealthcareREIT.com.


















Forward-Looking Statements
This release contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; no assurance can be given that these expectations will be attained. Factors that could cause actual results to differ materially from these expectations include, but are not limited to, the ability of the combined company to achieve the expected operational efficiencies and cost savings or to engage in a future listing or IPO on a national stock exchange; the ability to use the public markets for growth capital; the impact of the COVID-19 pandemic on the operations and financial condition of the company and the real estate industries in which it operates; general economic conditions; market conditions; legislative and regulatory changes that could adversely affect the business of the company; and other factors, including those set forth in the Risk Factors section of GAHR III’s and GAHR IV’s most recent Annual Reports on Form 10-K for the year ended December 31, 2020, as updated by GAHR III’s and GAHR IV’s subsequent Quarterly Reports on Form 10-Q for the period ended June 30, 2021, filed with the Securities and Exchange Commission (the “SEC”), and other reports filed by GAHR III and GAHR IV with the SEC, copies of which are available on the SEC’s website, www.sec.gov. GAHR III and GAHR IV undertake no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

###