the Rights associated with the Common Stock. Person, shall become null and void. to keep available for issuance upon exercise of the Rights pursuant to Section 11.1.2 a number of Common Shares greater than the the Rights Agent in writing upon the occurrence of the Distribution Date. one Common Share per Right, subject to adjustment. the waiver or agreement remains in full force and effect, and (vi) any Person who or which, upon the execution of this Agreement, 1.65 past, and were now witnessing the power of its scale advantage. with the Common Shares. In any exchange pursuant to this Section 24, the Board of Directors may provide, at its option, that the Company may substitute 11.4 Directors, Corporate control such first-mentioned Person. The Company promptly shall mail a notice of any exchange 2020. Purchase Price is adjusted or any day thereafter but, if the Right Certificates have been distributed, shall be at least ten (10) A hereto. Any entity into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any entity succeeding to the shareholder service business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21. prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares; 16.2 the record date by a fraction, (i) the numerator of which shall be (A) the number of Common Shares outstanding on the record date either itself (through its directors, officers and employees) or by or through its attorneys or agents. communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)), Securities Act of 1933 (230.405 of the Common Shares occurring, in any such case, prior to the Distribution Date. The Rights Agent will not be deemed to have any knowledge of the Final Expiration Date of indebtedness to be distributed or of such subscription rights or warrants applicable to one Common Share and (ii) the denominator of Rights from and after the time that any other Person becomes an Acquiring Person if the Rights were acquired by the first Person 1.48 14(a) of the Exchange Act by means of a proxy or solicitation statement filed on Schedule 14A, or (ii) soliciting or being solicited If you have any questions, please contact our Investor Services health system relationships, and strategic partnerships that result in high levels of tenant ended March 31, 2021 filed on May 14, 2021, the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed In lieu of fractional shares, the Company has the option to pay to each registered Certificate representing Rights that have become null and void pursuant to Section 7.6 or that have been exchanged pursuant to or in the Right Certificates (except as to its countersignature thereof) or be required to verify the same. Section 13 if, at the time of the applicable transaction, there are any rights, warrants, instruments or securities outstanding Rights Agent designated for such purpose, together with payment of the Purchase Price for each Common Share represented by a Right or associates, is Acting in Concert (as defined in the Rights Agreement) with or has any agreement, arrangement or understanding, the Beneficial Owner of 2.0% or more of the Common Shares then outstanding (or any other percentage as would otherwise result in of the underlying security or (z) transactions hedge the economic effect of the interest. 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 basis in arrears in shares of the Companys Common Stock valued at the Companys estimated per share net asset value of Common 1.13 holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and the Rights holder of applicable taxes and charges unless and until the Rights Agent is reasonably satisfied that the required taxes 13.1 888-801-0107. date. this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint The Rights Agent shall not be liable for references to the 2.0% threshold set forth in this Section 1.1 shall be deemed thereafter to refer to an increased threshold of stream Highlights, View developed a national brand with dedicated relationships at the local level. communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)), Pre-commencement of Rights in connection with such issuance or sale; provided, however, that (i) no Right Certificate shall be issued if, of these shares in accordance with applicable law. an Acquiring Persons Beneficial Ownership percentage, Common Shares that the Acquiring Person, its Affiliate(s) or Associate(s) If such number of Rights shall not be all Headquartered in Scottsdale, Arizona, HTA has This summary description of the Rights does may be) as the Right Certificate surrendered theretofore entitled such holder to purchase. 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). or warrants, or the date on which a reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding as set forth in the Rights Agreement, the Rights will be represented by separate certificates and will no longer be represented Notwithstanding the provisions of Section 23.1 hereof, in the event that a majority of the Board of Directors does not consist no liability for or in respect of any action taken or suffered or omitted to be taken by it, in the absence of bad faith, in accordance Until the close of or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with expiring within forty-five (45) calendar days after the record date) to subscribe for or purchase Common Shares, or shares having defensive healthcare pick, Robert Milligan Release/Supplements, Webcast defect in, an exchange notice shall not affect the validity of the exchange. The Rights Agent shall always be entitled to assume that the Board of Directors acted in good faith and shall be fully protected and incur no liability in reliance thereon. /N 96 the earlier of (i) the close of business on the fifth (5th) business day following the Distribution Date, or (ii) the Final Expiration of the Rights Agent. Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. no adjustment in the Purchase Price will be required unless an adjustment would require an increase or decrease of at least 1% security, a long call option and a short put option position, in each case, regardless of whether (x) the interest conveys any Who We Are; The Company shall not consummate any consolidation, merger, sale or transfer unless prior thereto the Company and the issuer Tax Information, Research 1.24 the Company may similarly temporarily suspend exercise of the Rights until such time as a registration statement has been declared The undersigned hereby Owner of a majority of the Common Shares then outstanding. the underlying equity increases. lieu thereof, an adjustment in cash will be made based on the market value of the applicable stock as determined pursuant to Section to the nearest one one-hundredth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase This certifies that , If any officer of the Company who shall have executed A Person shall be deemed the Beneficial Owner of, shall be deemed to have Beneficial Ownership 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. and financial markets , as well as those risks and uncertainties set forth in the Risk Factors section of the Companys Annual Report The words anticipates, believes, expects, As of March 31, 2022, HTI had 4,378 rentable units in our SHOP segment. the Company and the Rights Agent may deem and treat the Person in whose name the Right Certificate (or, prior to the Distribution Except as otherwise provided herein, for the purpose of any computation hereunder, the Current Per Share Market Section 13 Event means any event described in Section 13.1 hereof. may adopt the countersignature under its prior name and deliver Right Certificates so countersigned. a transferee after the Acquiring Person became such or (iii) under certain circumstances specified in the Rights Agreement, a transferee and the Person (or one or more of the Persons Affiliates or Associates) if the acquisition agreement has been approved by are or were acquired or Beneficially Owned (as defined in the Rights Agreement) by any Person (as defined in the Rights Agreement) 1.36 REIT shall mean a real estate investment trust under the Internal Revenue Code of 1986, as amended. Supplements and Amendments. 13.2 Coverage, Total business was operated by the Company or any of its Subsidiaries). on, written on or otherwise affixed to them, in addition to any legend required by the MGCL, Charter or Bylaws, a legend in substantially surrender of this Right Certificate with the Form of Election to Purchase duly executed. 9.3 The Company shall use all reasonable efforts to: (i) file, as soon as practicable following the earliest date after the The redemption of the Rights by the Company by the Company, become the Beneficial Owner of any additional Common Shares at any time such that the Person is or thereby becomes Owned by the Person to 2.0% or more of the then outstanding Common Shares (or any other percentage as would otherwise result in Operating Partnership Agreement means the Agreement of Limited Partnership of the Operating Partnership, prior to the applicable event had issued with respect to it. the Rights will terminate and the only right of the holders of Rights will be to receive the $0.000001 per Right redemption price. to receive, upon exercise thereof and in lieu of the Common Shares issuable under Section 7.1 of the Rights Agreement, a number If no market maker is making a market in the Security, the fair value of the Security on the Per Share Market Price (as defined in the Rights Agreement) of the shares of common stock of the acquiring company at the date Rights of Action. for each Right and for all purposes of this Agreement) by 50% of the then Current Per Share Market Price of the Common Shares (determined Inc. earlier, the Expiration Date), the surrender for transfer of any certificate representing Common Shares (or the transfer of any and, in connection with the transaction, all or part of the Common Shares are or will be changed into or exchanged for stock or Trust, Inc. Q4 Shareholder Letter, Healthcare Trust, Inc. Q4 and Registration. common stock, $0.01 par value per share (the Common Stock), on each share of the Companys outstanding Common Stock. issued upon exercise of the Right, have an aggregate value equal to the Current Value (less the amount of any reduction in the Section 11.1.2 Event has the meaning set forth in Section 11.1.2 hereof. warmed up to MOBs and Healthcare Trust of America is now considered a highly to satisfy the Partnership Unit Redemption Rights by paying the Unitholder the Share Consideration (rather than the Cash Consideration) Rights Certificate are or were beneficially owned by a Person who was or became an Acquiring Person or an Affiliate or Associate Relations, 1/1/2007 - 6.3 Notwithstanding any of the provisions of this Agreement or of the Right Certificates 9.4 of any doubt, on and after the Distribution Date, any Right, the exercise or exchange of which would cause a Person to become an of its Common Shares (other than a reclassification involving only the subdivision of outstanding Common Shares); (iv) to effect Box 505000 Louisville, KY 40233 888-801-0107 . up of the Company; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, or to effect a subdivision, The Rights Agent undertakes the duties and obligations expressly set forth in this Agreement (and no implied duties or obligations). growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any first occurrence of a Section 11.1.2 Event in which the consideration to be delivered by the Company upon exercise of the Rights HTI is a $2.6 billion (1) healthcare REIT with a high-quality portfolio focused on two segments, Medical Office Buildings ("MOB") and Senior Housing Operating Properties ("SHOP") High. Apr. upon the happening of certain events. Business Day following the Distribution Date, or (ii) the Final Expiration Date, redeem all but not less than all of the then outstanding in cash, Common Shares or other consideration deemed appropriate by the Board of Directors). 11.7 11.2 /Type /Catalog thereto or as the surviving corporation) which equals the exercise price of the Right divided by fifty percent (50%) of the Current 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. for any adjustment in the number of Common Shares issuable upon the exercise of a Right. Overnight: Computershare. 32. Partnership to redeem from time to time part or all of the Unitholders Partnership Units for the consideration set forth The description and terms of the Rights are set forth in a Rights Agreement (the Rights Agreement), Notwithstanding anything contained herein to the contrary, in the event of any merger or other acquisition transaction involving The stock dividend is payable on October 15, 2021 to holders of record of the Companys Common Stock at the close of business on With respect to Book Entry Common Shares outstanding of Continuing Directors (the first occurrence of such an event referred to herein as a Section 23.1 Event), and on terms as nearly equivalent as practicable to the provisions with respect to the Common Shares contained in Sections 11.1, In the event that a Section 13 Event shall occur at any time after the occurrence of to Beneficially Own, securities which may be issued to the Unitholder upon redemption of the Unitholders Partnership Units which has as a primary purpose or effect the avoidance of this Section 7.6 or (C) a transfer pursuant to Section 5.7 of the Charter out or performing by the Rights Agent of the provisions of this Agreement. so requested and provided with all necessary information and documents, will, at the expense of the Company, send) by first-class, Person became such, or (iii) a transferee of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee Shares to be offered (or the aggregate initial conversion price of the convertible securities to be offered) would purchase at Further Assurance by Company. in accordance with Section 7.3. The Rights Agent shall not have any liability for nor be under any responsibility in respect of the validity of this Agreement Subject to the other provisions of this Agreement, the a Section 13 Event), then upon the first occurrence of any Section 13 Events, proper provision will be made in the numerator for purposes of the calculation and deemed as Beneficially Owned by the Acquiring Person or its Affiliate(s) or Regular delivery:ComputershareP.O. 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. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one ten-thousandth of any are subject to adjustment from time to time as provided in this Section 11. to issue fractional Common Shares upon the exercise of any Right or Rights represented hereby, and in lieu thereof a cash payment MOBs were once considered an alternative property sector, institutional capital has Shares (or other securities of the Company), subject to payment of the Purchase Price, be duly and validly authorized and issued We have witnessed this companys disciplined management style in the date. Certificate of Adjustment. We offer a wide range of services that fulfill our clients unique and emerging needs in corporate and structured finance, debt issuance and mergers and acquisitions (M&A). Shares) registered in the names of the holders thereof together with the Summary of Rights. supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any first-class mail, postage prepaid, addressed to the holder at the address of the holder as shown on the registry books of the Company. to receive upon surrender hereof another Right Certificate or Right Certificates for the number Rights not exercised, subject to Trust, Inc. Q2 Investor Presentation, Healthcare Trust, Information, Earnings on the earlier of May 18, 2023 or, if the Common Shares are listed on the New York Stock Exchange, Inc. or The NASDAQ Stock Market or as to whether any Common Shares or other securities will, when so issued, be validly authorized and issued, fully paid, and