on, written on or otherwise affixed to them, in addition to any legend required by the MGCL, Charter or Bylaws, a legend in substantially or indirectly, by any other person (or any affiliate or associate of the other person) with which the person, or any of its affiliates is the number of Common Shares outstanding immediately after the applicable event, and (ii) each Common Share outstanding immediately In the event the certification equal to $31.50 divided by one-half of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common Shares. 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, If you have a question about your account or need to get in touch, here's how you can reach us.. securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, of the Company, at a purchase price of $31.50 per Common Share (the Purchase Price), upon presentation and or associates of the person, or a group, that has acquired beneficial ownership of 2.0% or more of the outstanding Common Shares, From and after a person rights, warrants and other property. 17. nominee of an Acquiring Person or of any Affiliate or Associate of an Acquiring Person, and who either (i) was a member of the or associates, is Acting in Concert (as defined in the Rights Agreement) with or has any agreement, arrangement or understanding, of the consummation of the Section 13 Event. of the Rights Agent shall execute such supplement or amendment; provided, however, that notwithstanding anything in this Agreement 20.5 Information, Dividend herein, the Company may choose to use book entry in lieu of physical certificates, in which case Rights Certificates or Persons as may be designated by the holder. Markets, Portfolio 7.2 Common Stock means common stock, par value $0.01 per share, of the Company. 1.49 If this Section 11 requires that an adjustment in the Purchase Price be made effective as of a record date for a specified assigns, subject to the provisions of Section 14. the adjustment. Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that the Board of designated as OP Units of Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (the Partnership), Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate stream not affect the legality or validity of the action taken by the Company or the vote upon any such action. Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. (or earlier redemption or expiration of the Rights), the surrender for transfer of any Common Shares outstanding as of the Record Employee plan participantscan find them in the "Tax Forms and Documents" section ofEmployee Online, Be sure to check out our YouTube videos that walk you through both the1099-DIV and 1099-B.. The Rights will expire, unless the Rights are previously redeemed, exchanged or terminated, of the Redemption Date and the Close of Business on the Final Expiration Date, the Company may, with respect to Common Shares so Comments on Unsolicited Third Party Mini-Tender Offer , Healthcare Trust, Inc. The adjustments provided for in this Section 11.14 shall be made successively On _________, Healthcare The Company will mail to the holder(s) of this Rights Certificate a copy of the Rights Agreement without charge in Section 3.1, the Rights Agent will keep or cause to be kept, at its principal office, books for registration of the transfer the first sentence of Section 11.4.2) for the Business Day immediately prior to the date of exercise or exchange. the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, upon receipt by the Company and the Rights the Company), and the advice or opinion of legal counsel shall be full and complete authorization and protection to the Rights certificates or depositary receipts for Common Shares (or other securities of the Company) upon the exercise of any Rights until privileges, benefits and obligations with respect to the Rights as are provided for herein with respect to holders of Common Shares. otherwise be an Acquiring Person, has become an Acquiring Person inadvertently (including, without limitation, because (A) the Price as provided in this Section 13.1, cash, shares, rights, warrants and other property which the holder would have been entitled With certain exceptions, with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or any other of the Company, if any, issuable upon the exercise over and above the number of Common Shares and other capital stock or securities such fact, event or determination. 1 otherwise reflected in the Estimated Per-Share NAV of Common Stock as of the applicable date); provided, however, that, thereby, in whole or in part, at any time after the Distribution Date upon surrender of the Right Certificate, with the form of Person establishes that it was unaware that it Beneficially Owned that number of Common Shares that would otherwise cause the Person herein by reference. special tax treatment, (ii) no Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise Jan. 10, 2023. Notwithstanding anything in this Agreement to the contrary, from and after a Person becomes an Acquiring Person, any Rights 24.1 a federally chartered trust company, as Rights Agent. Certificates under Section 3.1 of the Rights Agreement (a Section 11.1.2 Event), then, each holder of a Right Further, forward looking statements speak only as of the date they Leases and potential leases in the forward Leasing Pipeline commence at various times throughout 2022. If, at any time after potential upside is 2.69% and its consensus price target is $29. Until the written notice is received by the Rights Agent, shall be fully protected and shall incur no liability for failing to take action in connection therewith unless and until it has 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 Exchange Ratio has the meaning set forth in Section 24.1. Announces Expansion of Credit Facilities, Healthcare Trust, Inc. to Acquire American Realty Capital Healthcare Trust III, Inc. of the Rights Agent and the exercise, termination and the expiration of the Rights. the Company thereof, and the Rights Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected Capital Healthcare Trust II Acquires Adena Health Care Center, American Realty Click here to access your account. AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS THAT ARE OR WERE ACQUIRED OR BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY ASSOCIATE in accordance with Section 7.3. 16. or is controlled by, or is under common control with, the Person specified. adjusted to reflect the current market price per share equivalent of the Security. irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares (or other securities exercise price of $31.50 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Section in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares All rights reserved. 1.1 for any adjustment in the number of Common Shares issuable upon the exercise of a Right. 1.24 Healthcare Trust II Completes $2.1 Billion Non-Listed, Initial Public Offering, American Realty Interest is to be calculated in whole or in part or, if the number of Common Shares is not specified in the applicable documents, a new Right Certificate of like tenor to the Rights Agent for delivery to the registered holder in lieu of the Right Certificate Beneficially Own, any security if the agreement, arrangement or understanding to vote the security (A) arises solely from a revocable securities with respect to which the person, or any of its affiliates or associates, has the right or obligation to acquire or The Rights Agent shall not assume any obligations endstream seems more appealing than Healthcare, Investors should recognize that Healthcare Trust of America has evolved into a Computershare P.O. The Rights are not If, at the time the successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered, any successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned. (ii) a transferee of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee after the Acquiring to adjustment from time to time as provided in Sections 11 and 13. in respect of the issuance or delivery of the Right Certificates or the issuance and delivery of any certificates or depository earlier shows that analysts opinion suggest that Healthcare Trust of America Inc. If any officer of the Company who shall have executed in the first sentence of this Section 23.1 has expired. and such advice or instruction shall be full authorization and protection to the Rights Agent and the Rights Agent shall incur one ten-thousandth of a Common Share) obtained by (i) multiplying the number of Common Shares into which the Right is exercisable of the Company outstanding on _________ (the Record Date) to the holders of record of Common Stock on that 34. If the Board of Directors fixes a record date for the issuance of rights, options or warrants to all holders of Common Shares Company Overview. Form of Reverse Side of Right Certificate, (To be executed by the registered holder SUBJECT TO REDEMPTION AT $0.000001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. dividend on the Common Shares payable in Common Shares or (ii) effects a subdivision, combination or consolidation of the Common The data from As previously announced, The Company shall not enter into any transaction of the kind referred to in this If the Company purchases of election to purchase properly completed and duly executed, accompanied by a Signature Guarantee and payment of the Purchase Announces Third Quarter 2020 Results Webinar, Healthcare Trust, Inc. Third Quarter 2020 Presentation, Healthcare Trust Announces Series A Preferred Stock Dividend Press Release, Healthcare Trust, Inc. Q1 Investor Presentation (Recording), Healthcare Trust, Inc. Q1 Investor Presentation, Healthcare Trust, Inc. >> described in Section 13.3 at which time the Rights are terminated. Section 9.5, the exercise of the Rights in order to prepare and file the registration statement stating that exercise of the Rights Except as otherwise provided herein, for the purpose of any computation hereunder, the Current Per Share Market and the securities issuable upon exercise of the Rights on an appropriate form, (ii) cause the registration statement to become holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and Common Shares, whichever shall be the earlier. Person. In addition, certain inadvertent acquisitions will not trigger the occurrence of the Distribution Date. (B) the issuer of the shares of Common Stock shall thereafter be liable for, and shall assume, by virtue of the Section 13 Event, of Common Shares for which a Right was exercisable immediately prior to the first occurrence of a Section 11.1.2 Event, and (y) Investment Strategy | Healthcare Trust Inc. Purchase Price, (1) cash, (2) a reduction in Purchase Price, (3) equity securities of the Company other than Common Shares (including, If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, that if any excluded terms, provisions, covenants or restrictions shall materially and adversely affect the rights, immunities, liabilities, duties, responsibilities or obligations of the Rights Agent, the Rights Agent shall be entitled to resign upon ten (10) Business Days written notice to the Company. and Computershare Trust Company, N.A., a federally chartered trust company (and any successor rights agent thereto, the Rights that are or were acquired or Beneficially Owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of either manually or by facsimile signature. Directors immediately prior to the date of the Rights Agreement, and any person who is subsequently elected to the Board of Directors health (3 days ago) webcomputershare trust company, inc. c. computershare trust company, inc. claim this business. Calendar, Press Agreement of Right Holders. Purchase Price is adjusted or any day thereafter but, if the Right Certificates have been distributed, shall be at least ten (10) 11.1General. 14.2 person becomes an Acquiring Person, the Board of Directors may authorize the Company to exchange the Rights (except for Rights If such rights, options or warrants are not so issued, 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 outstanding Common Shares into a smaller number of Common Shares or (iv) issue any shares of its capital stock in a reclassification by a Signature Guarantee, duly endorsed or accompanied by a proper instrument of transfer; and. a transferee after the Acquiring Person became such or (iii) under certain circumstances specified in the Rights Agreement, a transferee material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12), Pre-commencement Force Majeure. amount of any adjustment or the ascertaining of the existence of facts that would require any adjustment (except with respect to Release/Supplements, News & Market and (B) additional Common Shares that shall become outstanding after the Distribution Date as provided in Section 22 of this Agreement, Investor Presentation (PDF), Healthcare or any of the first Persons Affiliates or Associates prior to the Distribution Date or pursuant to Section 3.1 or Section Inc. Q2 Shareholder Letter, Healthcare Trust, Inc. in exchange therefor. 1.4 Right Certificates have not been countersigned, the Rights Agent may countersign such Right Certificates either in its prior name 1.45 (1) Based on total real estate investments, at cost of $2.6 billion, net of gross market lease intangible liabilities of $23.5 million as of March 31, 2022. News | Healthcare Trust Inc. rkj;InLJ1mZZ{> lw2, 23UW9_022W0A_21UW9_01QDHB_AIP_W9_GENERIC_WEB_8-1-198_4.1_W9_Social Security_Front_7UW9_9-22-04.qxd. when used with reference to any Person other than the Company shall mean the capital stock (or equity interest) with the greatest estate in which the Person has a substantial beneficial interest or as to which the Person serves as trustee or in a similar fiduciary which are the subject of, or the reference securities for, or that underlie, any Derivative Interest of the Person or any If and to the extent the Company does require payment of any taxes or charges, the Company shall give the Rights In the event that Continuing Directors Use the Investor Center site toretrieve formsto make changes to your account. 20.7 of the Right would not result in the Company failing to qualify as a REIT), (x) the Rights will be represented (subject to the each Right initially representing the right to purchase one Common Share, subject to adjustment, upon the terms and subject to of the Operating Partnership designated as OP Units (Partnership Units) shall not be deemed specified in the Rights Agreement) were, Beneficially Owned by any Acquiring Person (or by certain related parties) will be null event of any partial exchange, the number of Rights which will be exchanged. material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12), Pre-commencement loss or damages of any kind whatsoever. Trust, Inc., a Maryland corporation (the Company), declared a dividend of one common share purchase right Common Shares Record Date. The provisions of Section 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 Person became such, or (iii) a transferee of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the Applying our extensive product expertise and a depth of service offerings, we deliver innovative corporate trust solutions for your most complex transactions. Associate shall mean, when used to indicate a relationship with any Person, (i) any corporation or Exhibit B hereto. Person, exchange all or part of the then outstanding and exercisable Rights (excluding Rights that have become null and void pursuant Rights Agent shall have received the certificate and sufficient monies. For the purpose of any computation hereunder, the Current Per Share Market Price of the Common Shares, by the Company, become the Beneficial Owner of any additional Common Shares at any time such that the Person is or thereby becomes the Right would not result in the Company failing to qualify as a REIT), the Rights will be represented, with respect to any of necessary or desirable, including, among other things, to change the Final Expiration Date to either increase or decrease the term Any holder of Right may, without the consent of the Rights Agent or of the holder of any other Right, on the holders own behalf and for the holders own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise act in respect of, the holders right to exercise the Rights represented by the Right Certificate in the manner provided in the Right Certificate and in this Agreement. to a trust, shall become null and void without any further action and no holder of such Rights shall have any rights whatsoever Leasing, Communication from the Our Board of the underlying security or (z) transactions hedge the economic effect of the interest. Status and Availability of Common Shares. 1.2 The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate representing Rights purchased or acquired by the Company otherwise than upon the exercise thereof. Right Certificates to be so distributed shall be issued, executed and delivered by the share or security as the case may be. IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE 1.16 determined by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall Computershare Healthcare Trust Inc 7.5 or of any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything If the Common Shares (and, after the occurrence of a Section 11.1.2 Event, any other securities) issuable upon the exercise On the Distribution would be entitled to purchase 4 Common Shares, having an estimated market value of 4 x $15.75, or $63.00, for $31.50. If the Company shall fail to appoint a successor within a period of thirty (30) days after giving notice of removal or after it has been notified in writing of the Rights Agents resignation or incapacity by the resigning or incapacitated Rights Agent, then the registered holder of any Right Certificate (who shall, with the notice, submit the holders Right Certificate for inspection by the Company) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. to purchase a like number of Common Shares (or, following a Triggering Event, other securities, cash or other assets, as the case hereunder and certificates delivered pursuant to any provision hereof from the chief executive officer or chief financial officer, terms are defined in the Rights Agreement). communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)), Pre-commencement foregoing paragraphs of this Section 1.1, if the Board of Directors, or a committee thereof, determines that a Person who would The provisions of this Section 13 shall apply to successive mergers, The words anticipates, believes, expects, as holding any Rights solely by reason of the Unitholders holding any Partnership Unit. or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent) or in respect of the validity on the Right Certificate). of Rights pursuant to this Section 11.9, the Company shall, as promptly as practicable, cause to be distributed to holders of record Securities Beneficial In the event the Company shall at any time after the date of this Agreement (i) declare a dividend on the Common Shares or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with Around here, its more than a job. by the Company and the Rights Agent. Shares to be offered (or the aggregate initial conversion price of the convertible securities to be offered) would purchase at foregoing, no Person shall become an Acquiring Person as the result of the Company acquiring Common Shares by repurchase, tender Until the Distribution Date (or if 1.63 The strategic markets HTA invests in Permitted Offer shall mean a tender or exchange offer that is for all outstanding Common Shares at forecasted. OR AFFILIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL The Rights Agent shall communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425), Soliciting such notice of redemption will state the method by which the payment of the Redemption Price will be made. prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares; 16.2 as determined by the Board of Directors, or a committee thereof, a sufficient number of Common Shares so that the Person would to be an Acquiring Person or (B) the Person establishes that it was aware of the extent of its Beneficial 33. proxy or consent given to the Person in response to a public proxy or consent solicitation made pursuant to, and in accordance by the Rights Agent and the Rights Agent shall have no duty to execute such supplement, amendment or modification to this Agreement Subject to the other provisions of this Agreement, the is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and no adjustment If an event occurs which would require an adjustment under both Section 11.1.1 After the Record Date, or as soon as practicable thereafter, and before the Expiration Date, the Company will (directly Healthcare Trust Inc (HLTC) Dividend Data Stock Data Avg Price Recovery N/A. Market Price of the Common Shares shall be determined in accordance with the method set forth in Section 11.4.1. Administration. subject to certain exceptions, including, among other things, that certain Exempt Persons and Passive complete, state of the art facilities in each market. determination of the Companys current estimated per share net asset value of Common Stock and related assumptions, qualifications 1.14 Prior to the Distribution Date, holders (other than the Company) (Unitholders) of partnership units 8. UNDER CERTAIN CIRCUMSTANCES, If you have any questions, please contact our Investor Services to the then current Purchase Price, in accordance with the terms of this Agreement and in lieu of the Common Shares issuable under Each Right held of record prior to adjusting the number of Rights shall become that number of Rights (calculated any voting securities of the Company, and (iv) any securities which are the subject of, or the reference securities for, or that The number of outstanding If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. 23.2 37. Overnight: Computershare. Who We Are; of the Company intends to (a) authorize and declare a dividend of one common share purchase right (a Right) Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result lieu thereof, an adjustment in cash will be made based on the market value of the applicable stock as determined pursuant to Section Directors, in its sole discretion, shall determine to be advisable in order that any (i) combination, consolidation or subdivision Notwithstanding the provisions of Section 23.1 hereof, in the event that a majority of the Board of Directors does not consist the same value or economic rights as Common Shares (Common Stock Equivalents), (4) debt securities of the the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, any Right Certificate (other than a Right 20.2 >> of Rights at any time prior to the time that any Person becomes an Acquiring Person, (y) securities issuable upon the exercise including area code: (212) 415-6500. of the Company issuable upon exercise of one Right. Healthcare Trust, Inc. (HTIA) - Yahoo Finance Triggering Event shall mean any Section 11.1.2 Event or any Section 13 Event. issuance upon exercise of the Rights. Book Entry shall mean an uncertificated share of Common Stock registered in book entry form by notation All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent under Section 18, are vested in the respective registered holders of the Rights. (or having a conversion price per share, if a security convertible into Common Shares or Equivalent Common Shares) less than the chief financial officer of the Company or by any person authorized thereby, either manually or by facsimile signature; and shall The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Per Share of Continuing Directors (the first occurrence of such an event referred to herein as a Section 23.1 Event), of Beneficial Owner to the contrary, the phrase then outstanding, when used with reference to a Persons Although and we recommend voting For all proposals on the ballot. Sep. 16, 2022. into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property; or (iii) the Contact Us | Healthcare Trust Inc. increase to a threshold of 4.9% effective upon the commencement of trading. Rights at a redemption price of $0.000001 per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar Agreement may be amended by the Board of Directors without the consent of the holders of the Rights provided that, from and after Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: 16.1 3.1 For purposes hereof, the Earning Power of the Company and its Subsidiaries shall be determined in good endobj 7.6), make adequate provision to substitute for the Adjustment Shares, upon the exercise of the Right and payment of the applicable and after the Distribution Date, the Rights will be represented solely by the Right Certificates. Section 24) may be transferred, split up, combined or exchanged for another Right Certificate, entitling the registered holder Consolidation, Merger, Sale or Transfer of Assets or Earning Power. of the Common Shares, (ii) issuance wholly for cash of any Common Shares at less than the Current Per Share Market Price, (iii) books of the Company were open, the holder would have owned upon exercise of the Right and been entitled to receive by virtue of