exv4w3






EXHIBIT 4.3




FORM OF WARRANT




[FACE]



	 	 	 	 	 	 	 	 	 

	No.

	 	 	 	 
	 	CUSIP No.	 	 
	 

	 	 
	 	 	 	 	 	 





     [UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO LEGACY HEALTHCARE PROPERTIES TRUST INC., THE
CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE WARRANT AGREEMENT REFERRED TO ON THE REVERSE HEREOF.]





 




			
	**	 	Bracketed language only appears on Global Warrants held in the name of DTC (or nominee thereof).








 









 








LEGACY HEALTHCARE PROPERTIES TRUST INC.





DESIGNATION OF WARRANTS




THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 P.M. NEW YORK CITY TIME ON ________________, 2015



     THIS CERTIFIES THAT, for value received ________________ is the registered holder of ______________ Warrants, expiring at 5:00 p.m., New York City
time, on ________________, 2015 or earlier upon redemption (the “Warrant”), to purchase
_______________ fully paid and non-assessable shares (“Shares”) of common stock, par value $0.01
per share (“Common Stock”), of Legacy Healthcare Properties Trust Inc., a Maryland corporation (the
“Company”), for each Warrant represented by this Warrant Certificate. The Warrant is governed by
the Warrant Agreement, dated as of ________________, 2010 (the “Warrant Agreement”), between the Company and Mellon
Investor Services LLC, as Warrant Agent, and is subject to the terms and provisions contained
therein, all of which terms and provisions the holder of this certificate consents to by acceptance
hereof. Capitalized terms used but not defined herein have the meanings given to such terms in the
Warrant Agreement or defined by reference to the Company’s charter.



     The Warrant entitles the holder thereof to purchase from the Company, commencing on the date
hereof, such number of Shares of the Company at the price of $_____ per share (subject to
adjustment), upon surrender of this Warrant Certificate and payment of the Exercise Price at the
office or agency Mellon Investor Services LLC (the “Warrant Agent”) designated for such purpose,
but only subject to the conditions set forth herein and in the Warrant Agreement. Upon the valid
exercise of this Warrant, the Company shall have the right, but not the obligation, to pay cash in
an amount equal to the fair market value of the Warrant Shares that are issuable as a result of the
exercise of the Warrant.



     The Company shall not be obligated to deliver any securities pursuant to the exercise of a
Warrant and shall have no obligation to settle a Warrant exercise unless a registration statement
under the Securities Act of 1933, as amended (the “Act”), with respect to the Warrant Shares that
are issuable upon the exercise of the Warrants is effective and a current prospectus relating to
such Warrant Shares is available. In the event that a registration statement with respect to the
Warrant Shares that are issuable upon the exercise of the Warrants is not effective under the Act
and a current prospectus relating to such Warrant Shares is not available, the holder of such
Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and
expire worthless.



     NO WARRANT MAY BE EXERCISED IF IT WOULD CAUSE THE HOLDER TO “BENEFICIALLY OWN” OR
“CONSTRUCTIVELY OWN,” WITHIN THE MEANING OF THE COMPANY’S CHARTER, OUTSTANDING COMMON STOCK IN
EXCESS OF THE “STOCK OWNERSHIP LIMIT” OR “EXCEPTED HOLDER LIMIT,” WITHIN THE MEANING OF THE
COMPANY’S CHARTER, OR OTHER RESTRICTIONS CONTAINED IN ARTICLE VII OF THE COMPANY’S CHARTER,
ASSUMING FOR SUCH PURPOSE THAT THE COMPANY ELECTS TO ISSUE WARRANT SHARES TO SUCH HOLDER UPON
EXERCISE RATHER THAN PAYING CASH TO SUCH HOLDER.



     In no event will the Company be required to net cash settle the Warrant. The Warrant Agreement
provides that upon the occurrence of certain events the Exercise Price and the number of shares of
Common Stock purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted.



     No fraction of a share of Common Stock will be issued upon any exercise of a Warrant, and if
any such exercise would entitle a holder of the Warrant to receive a fractional interest of a share
of Common Stock, such number of shares of Common Stock deliverable upon exercise will be rounded up
to the nearest whole number of shares of Common Stock.



     Upon any exercise of the Warrant for less than the total number of full shares of Common Stock
provided for herein, there shall be issued to the registered holder hereof or the registered
holder’s assignee a new Warrant Certificate covering the number of shares of Common Stock for which
the Warrant has not been exercised.



 









 





     Warrant Certificates, when surrendered to the Warrant Agent with a written request for
exchange, may be exchanged in the manner and subject to the limitations provided in the Warrant
Agreement, without payment of any service charge, for another Warrant Certificate or Warrant
Certificates representing in the aggregate a like number of Warrants.



     Upon due presentment for registration of transfer of the Warrant Certificate at the office of
the Warrant Agent designated for such purpose, a new Warrant Certificate or Warrant Certificates of
like tenor and representing in the aggregate a like number of Warrants shall be issued to the
transferee in exchange for this Warrant Certificate, subject to the limitations provided in the
Warrant Agreement, without charge except for any applicable tax or other governmental charge.



     The Company and the Warrant Agent may deem and treat the registered holder as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary.



     This Warrant does not entitle the registered holder to any of the rights of a stockholder of
the Company.



     The Company reserves the right to redeem the Warrant at any time prior to its exercise, with a
notice of redemption in writing to the holder of record of the Warrant, giving 30 days’ notice of
such redemption at any time after the Warrant becomes exercisable if the reported last sale price
of the Common Stock equals or exceeds $27.75 per share for any 20 trading days within any 30
trading day period ending on the third business day prior to the date on which notice of such
redemption is given. The redemption price of the Warrants is to be $0.01 per Warrant. Any Warrant
either not exercised or tendered back to the Company by the end of the date specified in the notice
of redemption shall be canceled on the books of the Company and have no further value except for
the $0.01 redemption price.



[Signature page follows.]





 












 





     IN WITNESS WHEREOF, Legacy Healthcare Properties Trust Inc. has caused this instrument to be
duly executed as of this ____ day of ____________, 201_.



	 	 	 	 	 

	 	 	LEGACY HEALTHCARE PROPERTIES TRUST INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 





Attest




	 	 	 	 	 

	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Secretary	 	 





Countersigned as of the date above written:



MELLON INVESTOR SERVICES LLC, as Warrant Agent




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Authorized Officer	 	 






 









 






[FORM OF REVERSE OF WARRANT CERTIFICATE]




LEGACY HEALTHCARE PROPERTIES TRUST INC.



     The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of
Warrants issued by the Company pursuant to a Warrant Agreement, dated ____________, 2010 (the
“Warrant Agreement"), between Legacy Healthcare Properties Trust Inc. and Mellon Investor Services
LLC (the “Warrant Agent"), and are subject to the terms and provisions contained in the Warrant
Agreement, to all of which terms and provisions each Holder of Warrants consents by acceptance of
this Warrant Certificate or a beneficial interest therein. Without limiting the foregoing, all
capitalized terms used herein and not otherwise defined or defined by reference to the Company’s
charter shall have the meanings set forth in the Warrant Agreement or the Company’s charter, as the
case may be. A copy of the Warrant Agreement and the Company’s charter is on file at the Warrant
Agent’s office designated for such purpose.



     The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in
the Warrant Agreement.



     This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of
the State of New York without regard to the conflicts of laws principles thereof.



 









 





[TO BE ATTACHED IF WARRANT IS A CERTIFICATED WARRANT]




EXERCISE NOTICE





	 	 	TO: MELLON INVESTOR SERVICES LLC





     (1) The undersigned hereby elects to purchase _______________ Warrant Shares of the Company
pursuant to the terms of a Warrant issued to the undersigned, and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if any.



     (2) Please issue a certificate or certificates representing said Warrant Shares in the name of
the undersigned or in such other name as is specified below:



     The Warrant Shares shall be delivered to the following DWAC Account Number:________________.



     If the number of Warrants exercised is less than the number of Warrants represented by the
enclosed Warrant Certificates, the undersigned hereby instructs the Warrant Agent to deliver a
Warrant Certificate representing the unexercised Warrants to:_______________________________________.



     Capitalized terms used but not defined herein have the meanings set forth in the Warrant
Agreement, dated [_________], 2010, between the Legacy Healthcare Properties Trust Inc. and Mellon
Investor Services LLC, as the Warrant Agent.



[SIGNATURE OF HOLDER]




	 	 	 
	Name of Investing Entity:
	 	 
	 

	 	 
	 
	 	 
	Signature of Authorized Signatory of
Investing Entity:
	 	 
	 

	 	 
	 
	 	 
	Name of Authorized Signatory:
	 	 
	 

	 	 
	 
	 	 
	Title of Authorized Signatory:
	 	 
	 

	 	 
	 
	 	 
	Date:
	 	 
	 

	 	 
	 
	 	 
	 

	 	Signature Guaranteed by (if guarantee is required):
	 
	 	 
	 

	 	 





 









 






[To Be Attached if Warrant is a Global Warrant]




SCHEDULE A



SCHEDULE OF INCREASES OR DECREASES IN WARRANTS



     The initial number of Warrants represented by this Global Warrant is __________________. In
accordance with the Warrant Agreement, dated ______________, 2010, Legacy Healthcare Properties
Trust Inc. and Mellon Investor Services LLC, as Warrant Agent, the following increases or decreases
in the number of Warrants represented by this Warrant Certificate have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Number of Warrants	 	 	 	 
	 	 	 	 	Amount of Increase	 	 	Amount of Decrease	 	 	Evidenced By This	 	 	 	 
	 	 	 	 	in Number of	 	 	in Number of	 	 	Global Warrant	 	 	 	 
	 	 	 	 	Warrants Evidenced	 	 	Warrants Evidenced	 	 	Following Such	 	 	Signature of	 
	 	 	 	 	By This Global	 	 	By This Global	 	 	Increase or	 	 	Authorized	 
	Date	 	 	Warrant	 	 	Warrant	 	 	Decrease	 	 	Signatory	 






 












 





[To be attached if the Warrant is Global Warrant or a Certificated Warrant]




FORM OF ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this
Warrant Certificate to:


 




Name, Address and Zip Code of Assignee




and irrevocably appoints



 




Name of Agent




as its agent to transfer this Warrant Certificate on the books of the Warrant Agent.




[Signature page follows]






 









 








	 	 	 	 	 	 	 

	Date:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Name of Transferee
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 





(Sign exactly as your name appears on the other side of this Warrant Certificate)



NOTICE: The signature(s) must be guaranteed by a participant in a Medallion Signature Guarantee
Program at a guarantee level acceptable to the Company’s transfer agent.