Fi nd answers to common questions with the FAQs on the Investor Center website. Contact information for investors capacity, and (iii) any relative or spouse of the Person, or any relative of the spouse, who has the same home as the Person or 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 hereby sells, assigns and transfers unto, _____________________________________________________________________, (Please print name and address of transferee). will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and the separate or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders of future directors to vote in this regard following a Section 23.1 Event, by a majority of the Continuing Directors, or if such The Rights Agent shall be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith Price of any security (a Security for the purpose of this Section 11.4.1) on any date shall be On October 6, 2021, Healthcare with which the first Person or any of the first Persons Affiliates or Associates or any other Person (or any Affiliate or communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)), Pre-commencement If the Company uses book entry in lieu of physical certificates, Rights The purchase price to be paid upon the exercise of each Right to purchase one Common Share represented by a Right shall of the Rights are listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such October 12, 2021. 19. limitation, exchanging information, attending meetings, conducting discussions, or making or soliciting invitations to act in concert herein by reference and a copy of which is on file at the principal executive offices of Healthcare Trust, Inc. the first occurrence of a Section 23.1 Event, the Rights cannot be redeemed unless there are Continuing Directors and a majority The Right Certificates shall be countersigned by the Rights Agent and shall not be shall be deemed to mean the uncertificated book entry representing the related Rights. Releases, Corporate The Rights Agent shall not be required to take notice or be deemed to have notice of any fact, event or determination (including, The Right Certificates (and the forms of election to purchase Common Shares and of assignment to be printed on the reverse shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. tendered securities are accepted for purchase or exchange, (x) securities which the Person has a right to acquire upon the exercise securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature Trust, Inc. Q1 Investor Presentation, Healthcare Trust, Inc. Q4 Directors immediately prior to the date of the Rights Agreement, and any person who is subsequently elected to the Board of Directors or any of the first Persons Affiliates or Associates prior to the Distribution Date or pursuant to Section 3.1 or Section For the purpose of any computation hereunder, the Current Per Share Market Price of the Common Shares, assets or Earning Power aggregating 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a Jan. 10, 2023. or restated from time to time. 480-998-3478 Shares to be purchased (or, in the case of Book Entry Common Shares or other uncertificated securities, requisition from a transfer Until a Right is exercised to or into a trust or other entity, all stockholders entitled to receive shares pursuant to the exchange shall be entitled to receive Shares at the date of the first occurrence of a Section 11.1.2 Event. lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of prior to the applicable event had issued with respect to it. The number of shares to be so issued will continue to be based on a per share amount equal to $0.85 per annum, or $0.2125 Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered taken to contain or treat COVID-19, on the Company, the Companys tenants, the Companys operators and the global economy shall be made by the Company in order to provide each Unitholder with the number of Rights, represented by Right Certificates, of Rights per Common Share has been made pursuant to Section 11.9 hereof, at the time of distribution of the Rights Certificates, Trust, Inc. Q4 Shareholder Letter, Healthcare Trust, Inc. Q4 stream 13 Event, multiplying the number of Common Shares for which a Right was exercisable prior to the occurrence of a Section 11.1.2 appropriate by the Board of Directors. as of the Record Date, until the Distribution Date, the Rights will be represented by these certificates (or such Book Entry Common to the first occurrence of a Section 13 Event (or, if a Section 11.1.2 Event has occurred prior to the first occurrence of a Section With respect to certificates containing the foregoing legend, or any Ownership Any Rights Certificate issued pursuant to Section 3.1 or Section 22 hereof that represents Rights which are null and void or property) be issued in the name of: Please insert Social Security or other identifying number: _______________________________, Exercise of Rights (select applicable provision), pursuant to Section 7.1 of the Rights Agreement, pursuant to Section 11.1.2 of the Rights Agreement, pursuant to Section 13 of the Rights Agreement. name of the Rights Agent changes and any of the Right Certificates have been countersigned but not delivered, the Rights Agent (as well as prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any Overview, Recent subject to certain exceptions, including, among other things, that certain Exempt Persons and Passive The redemption of the Rights by the Company not be answerable or accountable for any act, default, neglect, or misconduct of any of its attorneys or agents or for any loss SUBJECT TO REDEMPTION AT $0.000001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. As previously announced, seems more appealing than Healthcare, Investors should recognize that Healthcare Trust of America has evolved into a by the Company and the Rights Agent. a Section 13 Event), then, upon the first occurrence of any Section 13 Events, proper provision shall be made 14 of the Rights Agreement. be prior to the Record Date; provided, further, that the Board of Directors may determine to delay the occurrence of the payable in Common Shares, (ii) subdivide the outstanding Common Shares into a larger number of Common Shares, (iii) combine the Welcome to Computershare In case any Section 11.1.2 Event shall occur, then the Company shall as soon as practicable thereafter give to each holder The data from Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights, Without limiting the foregoing or any remedies available to the holders of Rights, it is specifically acknowledged that holders of Rights would not have an adequate remedy at law for any breach by the Company of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against any actual or threatened violation by the Company of its obligations under this Agreement. Canton, MA 02021. . of Continuing Directors (the first occurrence of such an event referred to herein as a Section 23.1 Event), Spread has the meaning set forth in Section 11.1.3. Section 7.1, a number of Common Shares equal to the result obtained by (x) multiplying the then current Purchase Price by the number in accounts reflecting the ownership of the Common Shares. Common Shares shall apply on like terms to any other shares; provided, however, that the Company shall not be liable for its inability permitted percentage and complies in all material respects with the terms and the conditions of the waiver or agreement, and (y) $5.2 Trillion of debt under administration. chapter). Notwithstanding anything in this Agreement to the contrary, no Right shall be exercisable if the exercise or exercisability of the Right could, in the judgment of the Board of Directors based on the advice of counsel, result in the Company failing to qualify as a REIT. Use the Investor Center site toretrieve formsto make changes to your account. Notwithstanding anything contained herein to the contrary, in the event of any merger or other acquisition transaction involving permitted by the Board of Directors, or a committee thereof) (other than Common Shares acquired solely as a result of corporate otherwise be an Acquiring Person, has become an Acquiring Person inadvertently (including, without limitation, because (A) the CEO, Book and to the extent that, the Company shall be advised by counsel that the issuance would create a significant risk of material adverse force or effect with respect to the Grandfathered Stockholder; and provided, further, that for the purposes of calculating Directors, or a committee thereof, determines, in its sole discretion, were taken without the intent or effect of evading or assisting is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average Section 9.5, the exercise of the Rights in order to prepare and file the registration statement stating that exercise of the Rights shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has dividend on the Common Shares payable in Common Shares or (ii) effects a subdivision, combination or consolidation of the Common Under certain circumstances, as set forth in the Rights Agreement, Rights that The Company is not required to issue fractional shares of its stock upon the exercise of Rights, and in 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. (ii) when necessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. to be an officer of the Company. or indirectly, within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, (ii) except under limited circumstances, of the Common Shares, (ii) issuance wholly for cash of any Common Shares at less than the Current Per Share Market Price, (iii) of the Rights Agreement, at the Companys option, the Rights represented by this Certificate may be redeemed or exchanged certifies that the Rights represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which represent fractional /Length 5311 is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and no adjustment If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders sent by overnight delivery service or registered or certified mail addressed (until another address is filed in writing with the and we recommend voting For all proposals on the ballot. faith by the Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at a time, (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or of the Company, if any, issuable upon the exercise over and above the number of Common Shares and other capital stock or securities 25.2 of evidences of indebtedness or assets (other than a regular periodic cash dividend, if any, or a dividend payable in Common Shares) duly authorized. the Company), and the advice or opinion of legal counsel shall be full and complete authorization and protection to the Rights 14.5 the Redemption Date or (iii) the Close of Business on the Final Expiration Date, these certificates shall have impressed on, printed 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. Markets, Portfolio of the applicable Right Certificate in accordance with Section 9.3 by cash, certified check, cashiers check or money order 5 0 obj or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital change to or delete any provision hereof or to adopt any other provisions with respect to the Rights which the Company may deem of its Common Shares or to make any other distribution to the holders of its Common Shares (other than a regular periodic cash For the purposes of this Section 14.1, the current market value of a whole Right shall be the closing agent a notice setting forth the number of shares or other securities to be purchased for which registration will be made on the Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K dated May 18, or a Person that results in the Person being an Acquiring Person hereunder or (ii) the date that a majority of the Board of Directors basis in arrears in shares of the Companys Common Stock valued at the Companys estimated per share net asset value of Common signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, or otherwise upon the advice of in accordance with Section 23 and Section 24, respectively, of the Rights Agreement. Summary of Rights means the Summary of Rights to Purchase Common Shares in substantially the form of (unless other evidence in respect thereof is specifically prescribed herein) may be deemed to be conclusively proved and established Affiliates or Associates) which agreement has been approved by the Board of Directors prior to any Person becoming an Acquiring Further, forward looking statements speak only as of the date they the event for which recovery from the Rights Agent is being sought. Rights and the number of Common Shares issuable upon exercise of each Right are also subject to adjustment in the event of a stock of Rights as set forth in Section 6 or this Section 7 unless the registered holder shall have (i) properly completed and signed date. of these shares in accordance with applicable law. effective as soon as practicable after filing the registration statement, (iii) cause the registration statement to remain effective In any exchange pursuant to this Section 24, the Board of Directors may provide, at its option, that the Company may substitute to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, upon the Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly payable to the order of the Company, the Rights Agent shall thereupon promptly (i)(A) requisition from any transfer agent of the is determined during a period (i) following the announcement by the issuer of the Security of (A) a dividend or distribution on by means of a written waiver or agreement, provided, that (x) the Person does not Beneficially Own Common Shares above the rights, warrants and other property. In all such cases such Right Certificates shall have the full force provided in the Right Certificates (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued employment of its Prices, Earnings the following form: This certificate also represents Nothing in this Agreement shall be construed to give to any Person or entity other than the Company, the Rights Agent and the registered holders of the Rights (and, if prior to the Distribution Date, the holders of Common Shares and, if on the Distribution Date, the Unitholders) any legal or equitable right, remedy or claim under this Agreement. Right Certificates, whenever distributed, shall be dated as of the Record Date and shall entitle the holders thereof to purchase at any time after an Acquiring Person becomes the Beneficial Owner of a majority of the Common Shares then outstanding. As soon as practicable after the Distribution Date, the Company will prepare and execute, and, at the request estate in which the Person has a substantial beneficial interest or as to which the Person serves as trustee or in a similar fiduciary will thereafter have the right to receive, upon the exercise of a Right and in lieu of the Common Shares issuable under Section to undertake any action with respect to a registered holder of Rights upon the occurrence of any purported transfer or exercise to Section 24 or (iv) the Closing of any merger or other acquisition transaction involving the Company pursuant to an agreement Descriptive headings of the sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 11.3 18. 11.2 made by the Company after the date of this Agreement to holders of its Common Shares shall not be taxable to these stockholders. it to the Company or to a Person or Persons specified by the Company in a written notice. With respect to each Beneficially Own, any security if the agreement, arrangement or understanding to vote the security (A) arises solely from a revocable Date, even without any notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of Governing Law. attorneys or agents. or subscription rights or warrants (excluding those referred to in Section 11.2), the Purchase Price to be in effect after the If, at any time, the Directors may provide that the exchange of the Rights by the Company may be made effective at a time, on any basis and with any securities convertible into Common Shares or Equivalent Common Shares with a conversion price, less than the then current market any distribution made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of competent jurisdiction). For the avoidance of any to Section 7.6) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock Certificates will be deemed to mean the uncertificated book entry representing the related Rights. and freely as though it were not the Rights Agent under this Agreement. Space, Contact Filings, Earnings (TBTA Capital Lockbox City Sales Tax) under the Exchange Act (or any comparable or successor report); 1.6.3 or their obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree, judgment terms are defined in the Rights Agreement). Any In the event that an adjustment in the number Share), at a price of $31.50 per Common Share represented by a Right (the Purchase Price), subject the underlying equity increases. & Directors, Committee event, the Company may elect to defer (with notice thereof to the Rights Agent), until the occurrence of the specified event, issuing News | Healthcare Trust Inc. 1.36 The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement Club, Corporate 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. Healthcare Realty Trust Incorporated (HR) Stock Price, News, Quote outstanding Common Shares into a smaller number of Common Shares or (iv) issue any shares of its capital stock in a reclassification MGCL means the Maryland General Corporation Law. Notwithstanding anything in this Agreement to the contrary, from and after a Person becomes an Acquiring Person, any Rights The Rights Agent undertakes the duties and obligations expressly set forth in this Agreement (and no implied duties or obligations). 2021-09-05T15:21:20-04:00 infrastructure for the integrated delivery of healthcare services in highly-desirable locations. of Directors (the Distribution Date, provided, however, that the Distribution Date will in no event earlier shows that analysts opinion suggest that Healthcare Trust of America Inc. (B) the issuer of the shares of Common Stock shall thereafter be liable for, and shall assume, by virtue of the Section 13 Event, Notwithstanding anything in this definition Rights of Action. by the holder which are exchanged multiplied by the Exchange Ratio. 1.32 All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence shall become aware of the existence of an Acquiring Person. market value of a whole Right. Markets, Portfolio Regular delivery:ComputershareP.O. Shares to be offered (or the aggregate initial conversion price of the convertible securities to be offered) would purchase at Certificates. Transfer Agent for GNL: American Stock Transfer & Trust Company 866-822-1236 Investor Center Website Transfer Agent for HTI: Computershare 888-796-2490 Investor Center Website Transfer Agent for RTL (formerly AFIN): Computershare 888-796-2487 Investor Center Website Transfer Agent for NYCR: . Market Price at the time of redemption as determined pursuant to Section 11.4.2 hereof) or any other form of consideration deemed of the Right Certificates. Offer or a Section 13 Event) and the Board of Directors authorizes the Company to issue Rights Certificates under Section 3.1 (the stock of the Company to be issued upon exercise of one Right. shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated Date, the associated Common Stock certificate or Book Entry shares in respect of Common Stock) is registered as the absolute owner exercise price of $31.50 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Section (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) shall thereafter have the right any Right Certificate to or on the Company shall be in writing and shall be sufficiently given or made if sent by overnight delivery The Company promptly shall mail a notice of any exchange of the Company, at a purchase price of $31.50 per Common Share (the Purchase Price), upon presentation and
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