GRUBB & ELLIS HEALTHCARE REIT,
INC.
SHARE REPURCHASE PLAN
The
Board of Directors (the “Board”) of Grubb &
Ellis Healthcare REIT, Inc., a Maryland corporation (the
“Company”), has adopted a share repurchase plan (the
“Repurchase Plan”) by which shares of the
Company’s common stock, par value $0.01 per share
(“Shares”), may be repurchased by the Company from
stockholders subject to certain conditions and limitations. The
purpose of this Repurchase Plan is to provide limited interim
liquidity for stockholders (under the conditions and limitations
set forth below) until a liquidity event occurs. No stockholder is
required to participate in the Repurchase Plan.
1. Repurchase of Shares. The
Company may, at its sole discretion, repurchase Shares presented to
the Company for cash to the extent it has sufficient proceeds to do
so and subject to the conditions and limitations set forth herein.
Any and all Shares repurchased by the Company shall be canceled,
and will have the status of authorized but unissued Shares. Shares
acquired by the Company through the Repurchase Plan will not be
reissued unless they are first registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
and other appropriate state securities laws or otherwise issued in
compliance with such laws.
2. Share Redemptions.
Repurchase Price. Unless the Shares are being
repurchased in connection with a stockholder’s death or
disability (as discussed below), the prices per Share at which the
Company will repurchase Shares will be as follows:
(1) For stockholders who have continuously
held their Shares for at least one year, the lower of $9.25 or
92.5% of the price paid to acquire Shares from the
Company;
(2) For stockholders who have continuously
held their Shares for at least two years, the lower of $9.50 or
95.0% of the price paid to acquire Shares from the
Company;
(3) For stockholders who have continuously
held their Shares for at least three years, the lower of $9.75 or
97.5% of the price paid to acquire Shares from the
Company; and
(4) For stockholders who have continuously
held their Shares for at least four years, a price determined by
our board of directors, but in no event less than 100% of the price
paid to acquire Shares from the Company.
Death or Disability. If Shares are to be repurchased in
connection with a stockholder’s death or qualifying
disability as provided in Section 4, the repurchase price
shall be: (1) for stockholders who have continuously held
their Shares for less than four years, 100% of the price paid to
acquire the Shares from the Company; or (2) for stockholders
who have continuously held their Shares for at least four years, a
price determined by the Board, but in no event less than 100% of
the price paid to acquire the Shares from the Company. In addition,
the Company will waive the one-year holding period, as described in
Section 4, for Shares to be repurchased in connection with a
stockholder’s death or qualifying disability. Appropriate
legal documentation will be required for repurchase requests upon
death or qualifying disability.
3. Funding and Operation of Repurchase
Plan. The Company may make purchases under the Repurchase Plan
quarterly, at its sole discretion, on a pro rata basis. Subject to
funds being available, the Company will limit the number of Shares
repurchased during any calendar year to five percent (5%) of the
weighted average number of Shares outstanding during the prior
calendar year. Funding for the Repurchase Plan will come
exclusively from proceeds received from the sale of Shares under
the Company’s Distribution Reinvestment Plan.
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4. Stockholder Requirements. Any
stockholder may request a repurchase with respect to all or a
designated portion of this Shares, subject to the following
conditions and limitations:
Holding Period. Only Shares that have been held by
the presenting stockholder for at least one (1) year are
eligible for repurchase by the Company, except as follows. Subject
to the conditions and limitations below, the Company will redeem
Shares held for less than the one-year holding period upon the
death of a stockholder who is a natural person, including Shares
held by such stockholder through a revocable grantor trust, or an
IRA or other retirement or profit-sharing plan, after receiving
written notice from the estate of the stockholder, the recipient of
the Shares through bequest or inheritance, or, in the case of a
revocable grantor trust, the trustee of such trust, who shall have
the sole ability to request redemption on behalf of the trust. The
Company must receive the written notice within 180 days after
the death of the stockholder. If spouses are joint registered
holders of Shares, the request to redeem the shares may be made if
either of the registered holders dies. This waiver of the one-year
holding period will not apply to a stockholder that
