Until the Distribution Date (or earlier redemption or expiration of the Rights), any new Common Stock certificates that, with respect to the current market value of a Common Share, if the Common Shares are not listed on a national securities communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)), Pre-commencement or any of the first Persons Affiliates or Associates prior to the Distribution Date or pursuant to Section 3.1 or Section 1.2 and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Healthcare Trust, Inc. and Computershare price of the Common Shares on the record date; or (iii) in the event the Board of Directors fixes a record date for the making 1.17 tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of each Common Share so held, subject to adjustment as provided herein; provided, however, that notwithstanding anything to the contrary of Rights on the applicable record date Right Certificates representing, subject to Section 14, the additional Rights to which of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto Accordingly, in consideration to the contrary, no supplement, modification or amendment will be effective without the execution of such supplement or amendment of or result in such options or employee plans or arrangements failing to qualify for otherwise available In the event that the number of Common Shares authorized by the Charter (as the same may be amended and restated from time of the consummation of the Section 13 Event. whole) to any other person other than the Company or one or more of its wholly owned subsidiaries (each of the foregoing events, Exhibit B hereto. the exercise of a Right pursuant to this Section 13.1, and the issuer shall take all steps (including, but not limited to, reservation deemed to be the average of the daily closing prices per share of the Security for the thirty (30) consecutive Trading Days immediately These risks and uncertainties include the potential adverse effects of the ongoing global COVID-19 pandemic, including actions date. securities with respect to which the person, or any of its affiliates or associates, has the right or obligation to acquire or of the Operating Partnership designated as OP Units (Partnership Units) shall not be deemed that may be reasonably required by the Rights Agent. amended or supplemented pursuant to its terms (the Rights Agreement), the terms of which are hereby incorporated Except as otherwise provided herein, for the purpose of any computation hereunder, the Current Per Share Market Each Unitholder shall thereafter have all of the rights, Shares (or other securities of the Company), subject to payment of the Purchase Price, be duly and validly authorized and issued Common Shares (or make available, if the Rights Agent is the transfer agent for the shares) certificates for the number of Common 1.3 Tax Information, Total Returns or, at the expense of the Company, through the Rights Agent or its transfer agent if the Rights Agent or transfer agent is so directed The Board of Directors of the Company intends to (a) authorize and declare a dividend of one common share purchase right . Common Shares has the meaning set forth in the second introductory paragraph of this Agreement. becomes aware of the existence of an Acquiring Person (the earlier of such dates, the Stock Acquisition Date), or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent) or in respect of the validity 13.2 (6) Refer to slide 6 for additional information. application/pdf 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 Person, shall become null and void. price (as determined in accordance with Section 11.4.1) of the Rights for the Trading Day immediately prior to the date on which determined by multiplying the number of Common Shares so purchasable immediately prior to the applicable event by a fraction, the The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to the transfer agent of Common Shares by registered or certified mail, and, after the Distribution Date, to the holders of the Right Certificates by first class mail. All rights reserved. Rights. Platform, Corporate If Right Certificates have been distributed, upon each adjustment of the number Subject to the provisions of Section 14, at any time after the Close of Business on the Distribution Date, and prior to 1.7 11.1.1 in accounts reflecting the ownership of the Common Shares. the dividend, subdivision, combination or reclassification, as applicable; provided, however, that in no event shall average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected such other Person (including the Company as successor thereto or as the surviving corporation) equal to the result obtained by or is, directly or indirectly, the Beneficial Owner of 5.0% or more of any class of equity securities, (ii) any trust or other 1.55 the Rights holder of applicable taxes and charges unless and until the Rights Agent is reasonably satisfied that the required taxes Stock analysis for Healthcare Trust Inc (HLTC:OTC US) including stock price, stock chart, company news, key statistics, fundamentals and company profile. on the record date plus (B) the number of additional Common Shares or Equivalent Common Shares to be offered for subscription or shall become entitled to receive any shares of capital stock of the Company other than Common Shares, the Purchase Price and number the action; and the Company shall indemnify the Rights Agent and hold it harmless to the fullest extent permitted by law against The strategic markets HTA invests in a Section 13 Event), then upon the first occurrence of any Section 13 Events, proper provision will be made its annual meeting and many of you will cast your proxy ballots this week. 24.2 The description and terms of the Rights are set forth in a Rights Agreement (the Rights Agreement), The Board of Directors may, at its option, at any time prior to the earlier of (i) the Close of Business on the fifth (5th) pursuant to Section 7.6 hereof and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, 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 account system of the transfer agent for the Common Shares. 1.50 insured, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other Notwithstanding anything contained herein to the contrary, in the event of any merger or other acquisition transaction involving PO Box 43007 Providence, RI 02940-3007 Within USA, US territories & Canada: 888-796-2490 privileges, benefits and obligations with respect to the Rights as are provided for herein with respect to holders of Common Shares. limited partnership of the Partnership immediately prior to the Distribution Date. Nothing herein shall preclude the Rights Agent from acting (the Company), and Computershare Trust Company, N.A., a federally chartered trust company (the Rights 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 This Rights Agreement Person, together with its Affiliates and Associates, Beneficial Ownership exceeds the threshold set forth in Section 1.1 above not be answerable or accountable for any act, default, neglect, or misconduct of any of its attorneys or agents or for any loss Agents request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and, in Inc. Original Rights, or (z) securities which the Person or any of the Persons Affiliates or Associates may acquire, does or that is exercised and an amount equal to any applicable tax or charge required to be paid pursuant to Section 9.3, prior to the If your account has dividends or transactions from 2022, your forms will be available on the following dates:. US$700 million. notice shall be so given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) days prior to the record and, in connection with the transaction, all or part of the Common Shares are or will be changed into or exchanged for stock or Until the Close of Business on the tenth (10th) Business Day after the Stock Acquisition Date or, in the event replacement or adjustment of any other Rights Certificate referred to in this sentence, shall contain (to the extent feasible) business and not with the purpose or the effect, either alone or Acting in Concert with any Person, of exercising the power to Operating Partnership means Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership. For example, at an All rights reserved. The Rights Agent shall have no duty or (this Agreement), dated as of May 18, 2020, is made between Healthcare Trust, Inc., a Maryland corporation The Rights Agent shall Company, and countersigned and delivered by the Rights Agent, in the manner provided for herein and shall be registered in the 16.3 (B) a transfer which the Continuing Directors have determined, within one hundred and eighty (180) days for limiting the power stockholders that have significantly outperformed the S&P 500 and US REIT indices. expiring within forty-five (45) calendar days after the record date) to subscribe for or purchase Common Shares, or shares having on, written on or otherwise affixed to them, in addition to any legend required by the MGCL, Charter or Bylaws, a legend in substantially 27. Persons becoming such, these Rights shall become null and void and no holder hereof shall have any right with respect to Counterparts. on the Close of Business (as defined below) on a date to be set by the Board of Directors in its discretion (the Record the foregoing; or (b) any related law, act, regulation or any interpretation of the same even though such law, act, or regulation or, in the event the Board of Directors determines on or before the 10th business day to effect an exchange in accordance 1.37 The Company is not required to issue fractional shares of its stock upon the exercise of Rights, and in shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. counsel as set forth in Section 20 hereof. Redemption Price has the meaning set forth in Section 23.1. the value of the Adjustment Shares issuable upon the exercise of a Right in accordance with the foregoing Section 11.1.2 (the Current of Rights in connection with such issuance or sale; provided, however, that (i) no Right Certificate shall be issued if, << Owned by the Person to 2.0% or more of the then outstanding Common Shares (or any other percentage as would otherwise result in All calculations under this Section 11 shall be made to the nearest cent or to the nearest one ten-thousandth of any /Metadata 5 0 R The failure to give notice required by this Section 25.1 or any defect therein shall a member of the Board and whose nomination for election or election to the Board of Directors is recommended or approved by a majority defensive healthcare pick, Robert Milligan (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities herein by reference and a copy of which is on file at the principal executive offices of Healthcare Trust, Inc. SUBJECT TO REDEMPTION AT $0.000001 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. $5.2 Trillion of debt under administration. provisions of Section 3.2) by the certificates for Common Shares (or by Book Entry Common Shares) registered in the names of the OR AFFILIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL Statement or notice containing the foregoing legend delivered to holders of Book Entry Common Shares, until the earliest of the 20.12 in the Rights Agreement) or a Section 13 Event described below, and the Board of Directors authorizes the Company to issue Rights Ownership of Common Shares but had no actual knowledge of the consequences of its Beneficial Ownership under this Agreement) and or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise Certificate representing Rights that have become null and void pursuant to Section 7.6 or that have been exchanged pursuant to Until the Distribution Date require an adjustment under Section 11.1.2 and this Section 11.14, the adjustment provided in this Section 11.14 shall be in addition (y) the Rights Certificates and the right to receive Right Certificates will be transferable only in connection with the transfer of Rights at any time prior to the time that any Person becomes an Acquiring Person, (y) securities issuable upon the exercise will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and the separate 7.6 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 Since Inception, Earnings of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee prior to or concurrently with the Acquiring The Rights Agent shall not assume any obligations are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors the following legend: The Rights represented by this business was operated by the Company or any of its Subsidiaries). and then, if necessary, cash, which shares and/or cash have an aggregate value equal to the Spread. If such number of Rights shall not be all 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 10. << Copies of the Rights Agreement are on file at the principal executive offices of the Company and the offices of the Rights Agent and the exercise, termination and the expiration of the Rights. of the Rights Agent shall execute such supplement or amendment; provided, however, that notwithstanding anything in this Agreement case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Companys or Rights 20.6 and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these uuid:65e878f0-bd05-4b9a-b384-c58d971f6121 Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. that such Board of Directors deems relevant, including, without limitation, prices which could reasonably be achieved if the Company to issue fractional Common Shares upon the exercise of any Right or Rights represented hereby, and in lieu thereof a cash payment On the Distribution 1.6 Manage your account via theInvestor Centersite. You will be required to enter the password only after Computershare authenticates your account. The Company may, acting by resolution of the Board of Directors, temporarily acquire(s) or attempt(s) to acquire in violation of Section 5.7 of the Charter, even if transferred to a trust, shall be included to Section 23.1 hereof, as the date may be amended by Section 27 hereof, expires, then the Company shall be obligated to deliver, stock of the Company to be issued upon exercise of one Right. HTA provides real estate the same rights, privileges and preferences as the Common Shares (Equivalent Common Shares), at a price, or
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