Janus

The Operating Agreement eliminates all fiduciary duties of the Managing Member beyond contractual obligations, and expressly states the Managing Member may consider only its own interests when making decisions.

“the only duties that the Managing Member owes to the Company, any Member or any other Person (including any creditor of any Member or assignee of any Membership Interest), fiduciary or otherwise, are to perform its contractual obligations as expressly set forth in this Agreement consistently with the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, the Managing Member, in its capacity as such, shall have no other duty, fiduciary or otherwise, to the Company, any Member or any other Person”

The Company was originally formed by Healthpeak OP, LLC as the Original Member. Healthpeak Properties, Inc. and its Affiliates retain special rights, including shortened Initial Holding Periods for Common Units and special unit issuance arrangements (Class A-2 REIT Shares). The Manager (Healthpeak Investment Management, LLC) is an Affiliate of the original sponsor.

“the original operating agreement was entered into by Healthpeak OP, LLC (the 'Original Member') on December 22, 2025 and amended on January 22, 2026 to reflect a change in the name of the Company and on January 23, 2026 to reflect that the Original Member had transferred its ownership interest in the Company to the Managing Member”

The Managing Member is expressly authorized to give priority to its own separate interests and those of its stockholders over the interests of the Company or any Member, including with respect to tax consequences, without violating any fiduciary duty.

“in the event of a conflict between the interests of the Company or any Member, on the one hand, and the separate interests of the Managing Member or its stockholders, on the other hand, the Managing Member may give priority to the separate interests of the Managing Member or the stockholders of the Managing Member (including, without limitation, with respect to tax consequences to Members, Assignees or the Managing Member's stockholders), and, in the event of such a conflict, any action or failure to act on the part of the Managing Member (or the Managing Member's directors, officers or agents) that gives priority to the separate interests of the Managing Member or its stockholders that does not result in a violation of the contract rights of the Members under this Agreement does not violate any other duty owed by the Managing Member to the Company and/or the Members.”