Regional Health Properties Inc (RHE)

[Enterprising Investor]

Series B Preferred Stock Terms

Dividends:

Accrual begins on 7/01/27 at 12.5% per year ($3.125).

Cumulative Redemption requires the redemption or repurchase of:

(i) 800,000 shares by 7/01/24 (12 months after issuance). Represents 35.5% of the shares exchanged.

(ii) 1,400,000 shares by 7/01/25 (24 months after issuance). Represents 62.2% of the shares exchanged.

(iii) 1,800,000 shares by 7/01/26 (36 months after issuance). Represents 79.9% of the shares exchanged.

(iv) 2,100,000 shares by 7/01/27) (48 months after issuance). Represents 93.2% of the shares exchanged.

Milestone Redemption:

Requires that 1,000,000 shares be redeemed or repurchased after 18 months (1/01/25).

The company will pay a Penalty Dividend equal to the Penalty Dividend Percentage multiplied by 250,000 Common Shares. The Penalty Dividend Percentage is equal to (i) 100% minus (ii) the percentage equal to (A) Series B Preferred Shares redeemed or repurchased, divided by (B) 1,000,000 Series B Preferred Shares.

Liquidation Preference:

7/01/23 to 6/30/24: $10.00.

7/01/24 to 6/30/25: $12:00

7/01/25 to 6/30/26: $13.50

7/01/26 to 6/30/27: $15.00

7/01/27 and forward: $25.00

The final liquidation value is reduced to $5.00 upon redemption.

[The clock is ticking]

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