THIRD AMENDMENT TO RIGHTS AGREEMENT
This Amendment No. 3 to the Amended and Restated Rights Agreement, dated as of January 23, 2023 (this “Third Amendment”), is made between American Strategic Investment Co., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
WHEREAS, the Company and the Rights Agent are parties to that certain Amended and Restated Rights Agreement, dated as of August 17, 2020, as amended by Amendment No. 1 thereto, dated as of August 12, 2021, and as further amended by Amendment No. 2 thereto, dated August 10, 2022 (the “Rights Agreement”);
WHEREAS, the Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company stating that this Third Amendment complies with Section 27 of the Rights Agreement; and
WHEREAS, the Company and the Rights Agent desire to amend the definition of “Acquiring Person” in the Rights Agreement as further described herein.
|1.||Amendment to Section 1.1. The definition of “Acquiring Person” contained in Section 1.1 of the Rights Agreement is hereby amended by designating the existing subsection (vi) of that definition as (vii) and changing any current reference to subsection (vi) of that definition to (vii).|
|2.||Amendment to Section 1.1. The definition of “Acquiring Person” contained in Section 1.1 of the Rights Agreement is hereby further amended by adding a new subsection designated as (vi) to read as follows:|
|3.||This Third Amendment may be executed in any number of counterparts, and each counterpart shall for all purposes be deemed to be an original, and all counterparts shall together constitute but one and the same instrument. A signature to this Third Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.|
|4.||This Third Amendment shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state, except that the rights, duties, immunities and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.|
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the day and year first above written.
|American Strategic Investment Co.|
|By:||/s/ Christopher J. Masterson|
|Name:||Christopher J. Masterson|
|Title:||Chief Financial Officer and Treasurer|
|Computershare Trust Company, N.A., as Rights Agent|
|By:||/s/ Rachel Fisher|
|Title:||Sr. Contract Negotiation Specialist|
[NYC – Third Amendment to Rights Agreement]