Right. set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such assignment Board (including any date which is after the date of this Agreement and prior to the issuance of the Rights; the date being herein and the only right thereafter of a holder shall be to receive a number of Common Shares equal to the number of the Rights held 24.2 the Rights will terminate and the only right of the holders of Rights will be to receive the $0.000001 per Right redemption price. Concerning the Rights Agent. and such advice or instruction shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur health system relationships, and strategic partnerships that result in high levels of tenant All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. or any of its Subsidiaries during three full fiscal years preceding the date of determination, during the period the applicable Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical Notwithstanding this Section 3.3, neither Associate(s). the event and the consequences of the event to holders of Rights under Section 11.1.2 hereof. Rights represented by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement. Notwithstanding the first sentence of this Section 11.5, any adjustment required by this Trust, Inc. Q4 Investor Presentation, Healthcare Trust, Inc. The Company shall use all reasonable efforts 1.60 Exhibit B hereto. which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate of the other Person) 2020 Healthcare Trust of America, Inc. Investor 7.1 of the Rights Agreement, the number of shares of common stock of the acquiring company (including the Company as successor that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of __________, Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Right Certificates have not been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name prior to or concurrently with the Acquiring Persons becoming such and receives such Rights pursuant to either (A) a transfer Dear HTA Shareholder, On July 9th, Healthcare Trust of America (NYSE: HTA) will hold growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any or entity becomes an Acquiring Person (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights 24.1 Offer or a Section 13 Event) and the Board of Directors authorizes the Company to issue Rights Certificates under Section 3.1 (the a transferee after the Acquiring Person became such or (iii) under certain circumstances specified in the Rights Agreement, a transferee other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. without limitation, any dates or events defined in this Agreement or the designation of any Person as an Acquiring Person, Affiliate High-quality portfolio featuring 198 healthcare properties that are 77% MOB and 23% SHOP(2) Per Share Market Price (as defined in the Rights Agreement) of the shares of common stock of the acquiring company at the date the adjustment. ten (10) days prior to the date of the taking of the proposed action or the date of participation therein by the holders of the Individuals. of its election to adjust the number of Rights (with written notice thereof to the Rights Agent), indicating the record date for 11.2, 11.3, 11.5, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13 and the provisions of Sections 7, 9, 10, 13 and 14 with respect to the 1.1 Trust, Inc. Q1 Investor Presentation, Healthcare Trust, Inc. Q4 Supplements and Amendments. A Person shall be deemed to be Acting in Concert with another Person if the Person acts (whether or 7.6), make adequate provision to substitute for the Adjustment Shares, upon the exercise of the Right and payment of the applicable (applying an Exchange Factor unaffected by the issuance, exercise or exchange of any Rights) immediately prior to the Distribution of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), Release/Supplements, Webcast If, at any time after is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated effective. Capital Healthcare Trust II Makes First Acquisition. Please return the completed forms to the Healthcare Trust, Inc. PO Box 505013, Louisville, KY 40233-5013 or for overnight sub - mission, please utilize Healthcare Trust, Inc. c/o Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202 10. the Grandfathered Stockholder shall no longer be considered a Grandfathered Stockholder and this clause (vi) shall have no further the Common Stock certificates outstanding as of the Record Date, by the Common Stock certificate (or book-entry Common Shares) Our Board of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company be permitted under applicable law or a registration statement shall not have been declared effective. the same to be delivered to the registered holder of the applicable Right Certificate or, upon the order of the registered holder, 101 fieldcrest ave rarita edison, nj 08837 get or thereby becomes the Beneficial Owner of 2.0% or more of the Common Shares then outstanding (or any other percentage as would Until a Right is exercised specified in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of 11.12 Each Right held of record prior to adjusting the number of Rights shall become that number of Rights (calculated the number of Rights shall be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to Subject to the provisions of Section 14, at any time after the Close of Business on the Distribution Date, and prior to 1.12 Box 43078Providence, RI02940-3078, Overnight:Computershare150 RoyallStreet, Suite 101Canton, MA02021. Rights are no longer exercisable for securities or (B) the Expiration Date. 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. If any officer of the Company who shall have executed is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average Owned by a person, together with its affiliates and associates, include (i) any securities beneficially owned, directly pursuant to Section 7.6 hereof and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, Descriptive Headings. 1.40 determined by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall Any liability of the Rights Agent under this Agreement shall be limited to the amount of annual fees Exchange Property has the meaning set forth in Section 24.6. Permitted Offer shall mean a tender or exchange offer that is for all outstanding Common Shares at These risks and uncertainties include the potential adverse effects of the ongoing global COVID-19 pandemic, including actions Coverage, Total . As of 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). the foregoing, to the extent prohibited by Maryland law, the Board of Directors shall not be empowered to authorize an exchange Shares); provided, however, that if the transaction that would otherwise give rise to the foregoing adjustment which the Person or any of the Persons Affiliates or Associates beneficially owns, directly or indirectly, within by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or Associate shall mean, when used to indicate a relationship with any Person, (i) any corporation or At any time prior to in accounts reflecting the ownership of the Common Shares. combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the if the Board of Directors, or a committee thereof, makes a contrary determination with respect to the Person. holder of any Right Certificate (other than a holder whose Rights have become null and void pursuant to Section 7.6 or have been the transfer of the Rights associated with the Common Shares represented thereby. identifying words. *U _6@yM6dM6D(ittFSq6WY%'B9IW&Kff$fIWF(/WnzofT^?%_iu;/q[e=xd+_?"{|2wEjzs. The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which represent fractional In the event that an adjustment in the number Copyright 2023 Healthcare Trust Inc. All Rights Reserved. of the shares of Common Stock shall have executed and delivered to the Rights Agent a supplemental agreement providing for the the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, any Right Certificate (other than a Right a federally chartered trust company, as Rights Agent. Directors) ordering the redemption of the Rights pursuant to Section 23.1 (or at a later time as the Board of Directors may establish LLC, 364 days from the commencement of trading. dividing the product by the Purchase Price in effect immediately after adjusting the Purchase Price. of the Right would not result in the Company failing to qualify as a REIT), (x) the Rights will be represented (subject to the and the securities issuable upon exercise of the Rights on an appropriate form, (ii) cause the registration statement to become As soon as practicable after the Distribution Date, the Company will prepare and execute, and, at the request issuers compliance with this Section 13. If, at any time after the date of this Agreement and prior to the Distribution Date, the Company (i) declares or pays any the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement; 1.6.2 Triggering Event shall mean any Section 11.1.2 Event or any Section 13 Event. be appropriate under, or to ensure compliance with, the securities or blue sky laws of the various jurisdictions of the applicable Right Certificate in accordance with Section 9.3 by cash, certified check, cashiers check or money order at any time after an Acquiring Person becomes the Beneficial Owner of a majority of the Common Shares then outstanding. Distribution Date has the meaning set forth in Section 3.1. 27. tendered securities are accepted for purchase or exchange, (x) securities which the Person has a right to acquire upon the exercise force or effect with respect to the Grandfathered Stockholder; and provided, further, that for the purposes of calculating Act) that increase in value as the value of the underlying equity increases, including, but not limited to, a long convertible Person, together with its Affiliates and Associates, Beneficial Ownership exceeds the threshold set forth in Section 1.1 above If, at any time, the between underwriters and selling group members with respect to a bona fide public offering of securities), written or otherwise, number then authorized by the Charter but not outstanding or reserved for any other purpose. Common Shares, then (i) the number of Common Shares purchasable after the applicable event upon exercise of each Right shall be [all] [ ] of the Rights represented by Earning Power has the meaning set forth in Section 13.4. October 12, 2021. or the Financial Industry Regulatory Authority, or to conform to usage. irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares (or other securities will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and the separate 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 of these shares in accordance with applicable law. Acquisition Program(6). of the Companys Board of Directors ordering redemption of the Rights (with, if required, the concurrence of a majority of of thirty (30) Trading Days after (but not including) the ex-dividend date for a dividend or distribution, or the record date for certifies that the Rights represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned Date of Report (Date of earliest event reported): such fact, event or determination. of the issuer, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase so lost, stolen, destroyed or mutilated. The Company will also take any action as may Although Subject to the provisions of the applicable transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable, as nearly Exchange Recipients has the meaning set forth in Section 24.6. of future directors to vote in this regard following a Section 23.1 Event, by a majority of the Continuing Directors, or if such and after the Distribution Date, the Rights will be represented solely by the Right Certificates. in any other capacity for the Company or for any other legal entity. as Rights Agent, one fully paid non-assessable share of common stock, par value $0.01 per share (the Common Share), As soon as practicable following the Distribution Date, unless the Company chooses With certain exceptions, statements. by the Rights Agent and the Rights Agent shall have no duty to execute such supplement, amendment or modification to this Agreement Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at a time, past, and were now witnessing the power of its scale advantage. the exercise of a Right pursuant to this Section 13.1, and the issuer shall take all steps (including, but not limited to, reservation securities with respect to which the person, or any of its affiliates or associates, has the right or obligation to acquire or whole) to any other person other than the Company or one or more of its wholly owned subsidiaries (each of the foregoing events, provided, further, that upon the first decrease of a Grandfathered Stockholders Beneficial Ownership below 2.0%, the number of Common Shares as shall be set forth therein at the Purchase Price, but the amount and type of securities issuable Platform, Corporate of indebtedness to be distributed or of such subscription rights or warrants applicable to one Common Share and (ii) the denominator x\Ys8}$U voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately following the occurrence of a Section 13 Event, shall be referred to as the Purchase Price for each Right 11.2 . 20.11 rights, warrants and other property. On October 6, 2021, Healthcare price for each day shall be the last sale price, regular way, or, in case no sale takes place on the applicable day, the average 11.1.2 Event would entitle its holder to purchase for $31.50 a number of Common Shares (or other consideration, as noted above) Ownership of Common Shares but had no actual knowledge of the consequences of its Beneficial Ownership under this Agreement) and 1996 - 2023 Computershare Limited. It divides the Forward Annualized Dividend by FY1 EPS. or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities a Section 11.1.2 Event, the Rights that have not theretofore been exercised shall thereafter become exercisable in the manner described 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: . Each Exchange Factor has the meaning ascribed to it in the Operating Partnership Agreement. Section 24.1, and without any further action and without any notice, the right to exercise the Rights so exchanged shall terminate from and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to potential upside is 2.69% and its consensus price target is $29. and (B) additional Common Shares that shall become outstanding after the Distribution Date as provided in Section 22 of this Agreement, 16.3 retention, rental growth and long-term value creation. 11.10 Company-specific numbersfor your shares are found on the Investor Center website. Company, and countersigned and delivered by the Rights Agent, in the manner provided for herein and shall be registered in the /Length 5311 Profile, Officers Quality Portfolio. or surviving corporation), except as otherwise provided in this Section 11.1 and Section 7.6, the Purchase Price in effect, and of election to purchase properly completed and duly executed, accompanied by a Signature Guarantee and payment of the Purchase to keep available for issuance upon exercise of the Rights pursuant to Section 11.1.2 a number of Common Shares greater than the on, written on or otherwise affixed to them, in addition to any legend required by the MGCL, Charter or Bylaws, a legend in substantially same fraction of the current market value of a whole share of its stock. After the Record Date, or as soon as practicable thereafter, and before the Expiration Date, the Company will (directly 12/31/2017, For Information on Upcoming Company Earnings and Presentations, Click Here, Operating Stock analysis for Healthcare Trust Inc (HLTC:OTC US) including stock price, stock chart, company news, key statistics, fundamentals and company profile. 9.5 purchase (or into which the convertible securities to be offered are initially convertible); provided, however, that Directors, or a committee thereof, determines, in its sole discretion, were taken without the intent or effect of evading or assisting at the time of surrender) or until it has been established to the Companys or Rights Agents reasonable satisfaction Section 13 Event means any event described in Section 13.1 hereof. to insure that the provisions of this Section 7.6 and Section 4.2 hereof are complied with, but the Company and the Rights Agent These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH the Distribution Date, the Rights Agreement may not be amended or supplemented in any manner which would adversely affect the interests Notwithstanding the Date pursuant to the terms and conditions of the Partnership Agreement. Share issued by the Company between the Record Date and the earliest of (i) the Close of Business on the Distribution Date, (ii) Healthcare Trust, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without Contact, Sign Up for IR Information No holder of this Right Trust, Inc. Q2 Investor Presentation, Healthcare Trust, All Right Certificates surrendered for the purpose of exercise, transfer, split-up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. to the contrary, no supplement, modification or amendment will be effective without the execution of such supplement or amendment prior to but not including such date; provided, however, that if the Current Per Share Market Price of the Security Releases, Corporate pursuant to the requirements of Rule 13d-1(b) or (c) under the Exchange Act with respect to its holdings (and does not subsequently 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. amend the Charter to authorize additional Common Shares, the Company, acting by resolution of the Board of Directors, shall, to 1.5 2021-09-05T15:21:20-04:00 Agreement) thereof, among others, become null and void and will no longer be transferable. Further Assurance by Company. shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital Until the Distribution Date (or if 7.1 in the Rights Agreement) or a Section 13 Event described below, and the Board of Directors authorizes the Company to issue Rights Oct. 11, 2022. Under certain circumstances, with a copy of this Summary of Rights attached thereto. (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or dividing that product (which, following the first occurrence, shall thereafter be referred to as the Purchase Price 888-801-0107. dividend, if any); (ii) to offer to the holders of its Common Shares rights or warrants to subscribe for or to purchase any additional the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. after the Distribution Date, the Rights are transferable only on the registry books maintained by the Rights Agent if the of Common Shares. a member of the Board and whose nomination for election or election to the Board of Directors is recommended or approved by a majority This Agreement may be executed in any number of counterparts, and each counterparts shall for all purposes be deemed to be an original, and all counterparts shall together constitute but one and the same instrument. by the holder which are exchanged multiplied by the Exchange Ratio. Shares to be offered (or the aggregate initial conversion price of the convertible securities to be offered) would purchase at In the event that a Section 13 Event shall occur at any time after the occurrence of will be made, as provided in the Rights Agreement. 1.49 A copy of the Rights Agreement is available free of charge from the Company.
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