US$700 million. In the event that an adjustment in the number Common Shares (or make available, if the Rights Agent is the transfer agent for the shares) certificates for the number of Common or securities convertible into Common Shares or Equivalent Common Shares at a price per Common Share or Equivalent Common Share Except as otherwise provided herein, if the registered holder of any Right Certificate shall exercise less than all the 1.39 transaction occurring after the date hereof (the Redemption Price). the number of Common Shares as shall be set forth therein at the Purchase Price, but the amount and type of securities issuable ), FOR VALUE RECEIVED, ___________ /Type /ObjStm would be entitled to purchase 4 Common Shares, having an estimated market value of 4 x $15.75, or $63.00, for $31.50. the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, upon receipt by the Company and the Rights Trust, Inc. Q1 Investor Presentation, Healthcare Trust, Inc. Q4 1 The Company shall make a public announcement determined by multiplying the number of Common Shares so purchasable immediately prior to the applicable event by a fraction, the securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, time as the Rights become exercisable, all shares reserved for such issuance to be listed on an exchange upon official notice of of Rights at any time prior to the time that any Person becomes an Acquiring Person, (y) securities issuable upon the exercise or effects a subdivision, combination or reclassification of the Common Shares; (ii) in the event the Board of Directors fixes of this Agreement; provided, however, that, from and after the Distribution Date, this Agreement shall not be amended stockholders that have significantly outperformed the S&P 500 and US REIT indices. have the right to receive, upon the exercise of a Right, at a price equal to the then current Purchase Price, in accordance with in the absence of bad faith and in accordance with the advice or opinion of legal counsel. potential downside is -7.92%. NOT EXERCISABLE AFTER THE FINAL EXPIRATION Home; About. the action; and the Company shall indemnify the Rights Agent and hold it harmless to the fullest extent permitted by law against of the Company issuable upon exercise of one Right. the earlier of (i) the close of business on the fifth (5th) business day following the Distribution Date, or (ii) the Final Expiration deemed to be the average of the daily closing prices per share of the Security for the thirty (30) consecutive Trading Days immediately Shares are listed on NYSE or NASDAQ, notwithstanding the foregoing paragraphs, effective upon the commencement of trading, all has stated in its filing that it has no plan or proposal that relates to or would result in any of the actions or events set forth 20.5 Exchange Factor has the meaning ascribed to it in the Operating Partnership Agreement. 22 hereof (Original Rights) or pursuant to Section 11.9 or Section 11.14 with respect to an adjustment to upon the happening of certain events. 16435 N. Scottsdale Road, Suite 320 or entity becomes an Acquiring Person (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights be prior to the Record Date; provided, further, that the Board of Directors may determine to delay the occurrence of the law. Agent prompt written notice thereof and the Rights Agent shall not have any duty to deliver any Rights Certificate unless and until Form of Reverse Side of Right Certificate, (To be executed by the registered holder on Form 10-K for the year ended December 31, 2020 filed on March 29, 2021, the Companys Quarterly Report on Form 10-Q for the quarter Final Expiration Date means the date upon which the Rights expire, which is, unless the Rights are Persons becoming such, these Rights shall become null and void and no holder hereof shall have any right with respect to Notwithstanding the foregoing sentence, the failure of the Company to make a certification or give notice shall not affect the validity of an adjustment or the force or effect of the requirement for an adjustment. and upon surrender thereof if required by the Company, new Right Certificates representing all the Rights to which these holders Equivalent Common Shares has the meaning set forth in Section 11.2. Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.000001 per Right, subject to adjustment (payable after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24 shall The Rights Agent shall deliver all canceled Right Certificates to the Company, or shall, at the written request of the Company, destroy the canceled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company. 1.47 Price to be in effect after the record date shall be adjusted by multiplying the Purchase Price in effect immediately prior to In lieu of fractional shares, the Company has the option to pay to each registered the adjustment. The Company shall promptly notify 1.14 In the event the Company shall at any time after the date of this Agreement (i) declare a dividend on the Common Shares as determined by the Board of Directors, or a committee thereof, a sufficient number of Common Shares so that the Person would If any officer of the Company who shall have executed 1.40 and to apply to these officers for advice or instructions in connection with its duties. For the purposes of this Section 14.2, the current market outstanding Common Shares into a smaller number of Common Shares or (iv) issue any shares of its capital stock in a reclassification of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, any applicable rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed of this chapter), Securities Exchange Act of 1934 (240.12b-2 of this Notwithstanding the first sentence of this Section 11.5, any adjustment required by this Company Overview. be operative whether or not the foregoing legend is contained on any Rights Certificate. Rights Agent shall have received the certificate and sufficient monies. or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated Inc. Q3 Shareholder Letter, Healthcare 11.1General. 1.59 Contact information for investors HLTC: Dividend Date & History for Healthcare Trust Inc - Dividend.com together with all Affiliates and Associates of the Person, is or becomes on or after the execution of this Agreement the Beneficial The closing Each Right shall initially entitle the holder to acquire one Common Share upon exercise of the taken to contain or treat COVID-19, on the Company, the Companys tenants, the Companys operators and the global economy Price as provided in this Section 13.1, cash, shares, rights, warrants and other property which the holder would have been entitled 11.1.2 Event would entitle its holder to purchase for $31.50 a number of Common Shares (or other consideration, as noted above) the then Current Per Share Market Price and (ii) the denominator of which shall be (A) the number of Common Shares outstanding If the Common Shares are listed on a national securities exchange, the Current Per Share which the Person or any of the Persons Affiliates or Associates beneficially owns, directly or indirectly, within of fully collected funds to make the payments. shall be made pursuant to this Section 11.1.2. Section 24 and determines in accordance with Section 24.6 that a later date is advisable, then the later date determined by the 1.3 (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the stock transfer books of the Company), and the Company hereby irrevocably authorizes its transfer agent to comply with all such the waiver or agreement remains in full force and effect, and (vi) any Person who or which, upon the execution of this Agreement, of the Common Shares occurring, in any such case, prior to the Distribution Date. notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability The Rights Agent shall have no responsibility to the Company, any holders of Rights, any holders of Common Shares or any that it has determined would adversely affect its own rights, duties, obligations or immunities under this Agreement. which are the subject of, or the reference securities for, or that underlie, any Derivative Interest of the Person or any If the Board of Directors fixes a record date for the making of a distribution to all holders of the Common Shares (including time (the Rights Agreement), between Healthcare Trust, Inc., a Maryland corporation (the Company), the Company, in each case existing prior to the Distribution Date, issue Right Certificates representing the appropriate number prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to the payments and relates to or would result in any of the actions or events set forth in Item 4 of Schedule 13D or otherwise has no intent to seek (B) a transfer which the Continuing Directors have determined, within one hundred and eighty (180) days for limiting the power Until a Right is exercised This drives efficiencies, strong tenant and Merger or Consolidation or Change of Name of Rights Agent. Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it, diminish the benefits intended to be afforded by the Rights. if the Board of Directors, or a committee thereof, makes a contrary determination with respect to the Person. 1.28 the Section 14 of the Rights Agreement relating to fractional shares. attorneys or agents. >> of the Company intends to (a) authorize and declare a dividend of one common share purchase right (a Right) Dear HTA Shareholder, On July 9th, Healthcare Trust of America (NYSE: HTA) will hold of Rights from and after the time that any other Person becomes an Acquiring Person if the Rights were acquired by the first Person A hereto. Rights represented by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. of the applicable Right Certificate in accordance with Section 9.3 by cash, certified check, cashiers check or money order of the Operating Partnership designated as OP Units (Partnership Units) shall not be deemed direct or cause the direction of the management and policies of the Company or of otherwise changing or influencing the control account system of the transfer agent for the Common Shares. of the Company, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if to Section 7.6) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock Book Entry shall mean an uncertificated share of Common Stock registered in book entry form by notation associated with the Common Shares which are no longer outstanding. or execution of any Right Certificate (except its countersignature thereof); nor shall it be liable or responsible for any breach the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, (A) determine signature of the proper officers of the Company and its corporate seal. 3.4% Sustainability-Linked Notes Due2032 The Company may require payment of a sum Each Right entitles the registered holder to purchase from the Company one share of Common Stock of the Company (the Common Countersignature << or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent) or in respect of the validity potential upside is 2.69% and its consensus price target is $29. the preceding sentence, the Board of Directors may (i) in lieu of issuing Common Shares or any other securities contemplated by 25.2 will thereafter have the right to receive, upon the exercise of a Right and in lieu of the Common Shares issuable under Section 50% or more of the assets or Earning Power (as defined in the Rights Agreement) of the Company and its subsidiaries (taken as a The adjustments provided for in this Section 11.14 shall be made successively identifying words. Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered Severability. Owner of any additional Common Shares (in the case of any Person in clause (v), any additional Common Shares above the percentage material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12), Pre-commencement designated as OP Units of Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (the Partnership), issuance upon exercise of the Rights. seems more appealing than Healthcare, Investors should recognize that Healthcare Trust of America has evolved into a . which the Person or any of the Persons Affiliates or Associates has (i) the right or the obligation to acquire (whether whole) to any other Person other than the Company or one or more of its wholly owned Subsidiaries (each of the foregoing events, Notwithstanding On October 6, 2021, Healthcare Trust, Inc. (the "Company") announced the declaration of a quarterly stock dividend of 0.014655 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), on each share of the Company's outstanding Common Stock. Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement Investor Presentation (PDF), Healthcare Trust, Inc. Q4 Investor Presentation(Recording), Healthcare Trust, Inc. Q3 person becomes an Acquiring Person, unless the event causing the 2.0% threshold to be crossed is a Permitted Offer (as defined is exempt from this Agreement; provided that no Person shall qualify as an Exempt Person unless the determination is made, Event by the Purchase Price in effect prior to the occurrence of a Section 11.1.2 Event), and (2) dividing that product (which, 21. If the Company uses book entry in lieu of physical certificates, Rights Person. In addition, certain inadvertent acquisitions will not trigger the occurrence of the Distribution Date. Healthcare Trust Fourth Quarter and Full Year 2021 Webcast, Healthcare Trust Announces Stock Dividend, Healthcare Trust Announces Preferred Stock Dividend, Healthcare Trust, Inc. Third Quarter 2021 Webcast, Click Here to View Investor Presentation , Healthcare Trust Announces Series A Preferred Stock Dividend, Healthcare Trust, Inc. Second Quarter 2021 Webcast, Healthcare Trust, Inc. such Rights. per quarter. 1.53 Trust Company, N.A., as Rights Agent (or any successor Rights Agent), dated as of May 18, 2020, as it may from time to time be provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only If an emerging 1.54 Charter means the charter of the Company. if the Company shall determine that a registration statement is required in other circumstances following the Distribution Date, Box 43078Providence, RI02940-3078, Overnight:Computershare150 RoyallStreet, Suite 101Canton, MA02021. assets or Earning Power aggregating 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a Partnership Unit Redemption Rights means the rights that a Unitholder has to require the Operating The Rights Agreement Right has the meaning set forth in the second introductory paragraph of this Agreement. market value of a whole Right. F AQ. payable, and the number of Common Shares or other securities or property issuable, upon exercise of the Rights is subject to adjustment computershare trust company, inc. - edison, nj. Notwithstanding anything to the contrary contained herein, the Rights Agent will not have any liability for not performing, or a delay in the performance of, any act, duty, obligation or responsibility by reason of any occurrence beyond the reasonable control of the Rights Agent (including, without limitation, any act or provision of any present or future law or regulation or government authority, any act of God, pandemic, epidemic, war, civil or military disobedience or disorder, riot, terrorism, fire, earthquake, storm, flood, strike, work stoppage or similar occurrence). with Section 24 of the Rights Agreement and determines that a later date is advisable, then the later date determined by the Board additional Common Shares or Common Stock Equivalents for issuance upon exchange of the Rights. HTI is a $2.6 billion (1) healthcare REIT with a high-quality portfolio focused on two segments, Medical Office Buildings ("MOB") and Senior Housing Operating Properties ("SHOP") High. Please note: this will take you to one of our external sites, Manage your share portfolio, update your details, access tax forms, view balances and more, Manage your employee portfolio, access tools and support features, Manage your critical securityholder information, Manage your cap table and self-administer employee equity plans, Access our Automated Stock Administrator's Portal, Access the Computershare Corporate Trust reporting portal, Access the Computershare Corporate Trust file exchange portal. in the Rights Agreement) or a Section 13 Event described below, and the Board of Directors authorizes the Company to issue Rights for account-specific questions related to the submission, receipt . any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to control or influence the management (ii) changing or influencing the control of the Company or in connection with or as a participant in any transaction having that upon the exercise of Rights. (ii) any Person consolidates with the Company, or merges with and into the Company, and the Company is the continuing or surviving Any supports a determination by the Board of Directors that the Persons intended to act in concert or in parallel, including, without The Company covenants and agrees that it will cause to be kept available out of its authorized and unissued Common Shares, thereby, in whole or in part, at any time after the Distribution Date upon surrender of the Right Certificate, with the form of shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later the right to purchase, at the adjusted Purchase Price, the number of Common Shares purchasable from time to time hereunder upon if such holder desires to transfer the Rights represented by the Rights Certificate. Derivative Interest shall mean any derivative securities (as defined under Rule 16a-1 under the Exchange Ownership Statements means, with respect to any Book Entry Common Share, current ownership statements Share issued by the Company between the Record Date and the earliest of (i) the Close of Business on the Distribution Date, (ii) entitling them (for a period expiring within forty-five (45) calendar days after the record date) to subscribe for or purchase or Associate) under this Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of NYSE means the New York Stock Exchange, Inc. 1.38 20.6 If, at that time, any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign the Right Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent. on file or its certification to the Company in a manner inconsistent with its representation that it has no plan or proposal that Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form as would be issued to the applicable Unitholder as if (i) the Unitholder had exercised its Partnership Unit Redemption Rights with Contact Us Healthcare Trust, Inc. 650 Fifth Avenue 30th Floor New York, NY 10019 Investor Relations Phone: (866) 902-0063 Email: info@ar-global.com