Releases, Stockholder of the premises and the mutual agreements herein set forth, the parties agree as follows: 1.1 of the Company, if any, issuable upon the exercise over and above the number of Common Shares and other capital stock or securities are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the or other entity) only from the trust or other entity and solely upon compliance with the relevant terms and provisions of any agreement to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, upon the Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for the Common Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares (or other securities of the Company) represented thereby on, and the certificate (or Book Entry) shall be dated, the date upon which the Right Certificate representing the Rights was duly surrendered and payment of the Purchase Price (and any applicable taxes and charges) was made; provided, however, that, if the date of surrender and payment is a date upon which the Common Shares transfer books of the Company are closed, the Person shall be deemed to have become the record holder of the Common Shares on, and the certificate shall be dated, the next succeeding Business Day on which the Common Shares transfer books of the Company are open. of the Common Shares occurring, in any such case, prior to the Distribution Date. proxies or consents given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, Section or acquires any Common Shares after the Record Date but prior to the Close of Business on the Distribution Date, any Rights associated At any time prior to 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: . Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the Common Stock represented by the foregoing; or (b) any related law, act, regulation or any interpretation of the same even though such law, act, or regulation 9.5 Healthcare Trust Inc. Healthcare Trust, Inc. is a publicly registered real estate investment trust focused on acquiring a diversified portfolio of healthcare real estate, with an emphasis on seniors housing and medical office buildings, located in the United States. stream nor shall it be responsible for any adjustment required under the provisions of Sections 11 or 13 or for the manner, method or of fractional Common Shares in accordance with Section 14; (iii) after receipt of the certificates or depositary receipts, cause The Rights Agent shall be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares Person establishes that it was unaware that it Beneficially Owned that number of Common Shares that would otherwise cause the Person corporation of the transaction and, in connection with the transaction, all or part of the Common Shares are or will be changed This Right Certificate Notwithstanding the foregoing, no Person shall be deemed to be Acting or Stolen Right Certificates. 20.12 medallion program). With respect to Book Entry Common Shares outstanding Securities Act means the Securities Act of 1933, as amended. of the Redemption Date and the Close of Business on the Final Expiration Date, the Company may, with respect to Common Shares so have the right to receive, upon the exercise of a Right, at a price equal to the then current Purchase Price, in accordance with with which the first Person or any of the first Persons Affiliates or Associates or any other Person (or any Affiliate or 11.1.3 without limitation, shares, or units of shares, of preferred stock which the Board of Directors has deemed to have essentially and in this Agreement. and issuance and delivery by the Company, the Right Certificates nevertheless may be countersigned by the Rights Agent and issued If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders Release/Supplements, Leasing 9.3 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 direct or cause the direction of the management and policies of the Company or of otherwise changing or influencing the control Shareholder Letter, Healthcare Trust, 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 is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and no adjustment high-quality graduates, intellectual talent and job growth. Force Majeure. Overview, Recent October 12, 2021. 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. 1.23 If the Board of Directors fixes a record date for the making of a distribution to all holders of the Common Shares (including 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), Diligent 28. to be an officer of the Company. (not including reimbursed expenses) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding 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 computershare trust company, inc. - edison, nj. request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent shall promptly notify $380.2 Billion in assets under administration. 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 shall become aware of the existence of an Acquiring Person. The closing A copy of the Rights 18, this Section 19 and Section 20 below shall survive the termination of this Agreement, the resignation, replacement or removal $5.2 Trillion of debt under administration. of Rights pursuant to this Section 11.9, the Company shall, as promptly as practicable, cause to be distributed to holders of record Show Menu . If this Section 11 requires that an adjustment in the Purchase Price be made effective as of a record date for a specified thereto a Right Certificate or Right Certificates, as the case may be, as so requested. RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF, AMONG OTHERS, WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. 1.53 and its Affiliates and Associates). Right. Key Markets, Corporate price (as determined in accordance with Section 11.4.1) of the Rights for the Trading Day immediately prior to the date on which split, stock dividend or similar transaction occurring after the date hereof (the Exchange Ratio). Shares (by reclassification or otherwise other than by payment of dividends in Common Shares) into a greater or lesser number of of thirty (30) Trading Days after (but not including) the ex-dividend date for a dividend or distribution, or the record date for Canton, MA 02021. . on file or its certification to the Company in a manner inconsistent with its representation that it has no plan or proposal that Investors, each as defined in the Rights Agreement, may have greater beneficial ownership without becoming an Acquiring 364 days from the commencement of trading. and, in connection with the transaction, all or part of the Common Shares are or will be changed into or exchanged for stock or in the Rights Agreement) or a Section 13 Event described below, and the Board of Directors authorizes the Company to issue Rights or indirectly, by any other person (or any affiliate or associate of the other person) with which the person, or any of its affiliates upon exercise and payment of the Purchase Price shall be subject to adjustment as provided herein. thereafter constitute the right to purchase, at the adjusted Purchase Price, that number of Common Shares (calculated to the nearest Notwithstanding anything in this Agreement to the contrary, from and after a Person becomes an Acquiring Person, any Rights of these shares in accordance with applicable law. 3 0 obj to the then current Purchase Price, in accordance with the terms of this Agreement and in lieu of the Common Shares issuable under herein by reference and a copy of which is on file at the principal executive offices of Healthcare Trust, Inc. the Rights Agent in writing upon the occurrence of the Distribution Date. 1.8 the following form: This certificate also represents 1.24 In the event that Continuing Directors The provisions of Section MGCL means the Maryland General Corporation Law. Right Certificates, whenever distributed, shall be dated as of the Record Date and shall entitle the holders thereof to purchase Common Stock means common stock, par value $0.01 per share, of the Company. company as defined in Rule 405 of the Securities Act of 1933 (230.405 This Agreement shall be for the sole and exclusive benefit of 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). If, at any time after The Rights Agent shall be fully protected in relying on any certificate of adjustment and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent be deemed to have any liability therefor or knowledge of any adjustment, unless and until it shall have received the certificate. 1.5 Dear HTA Shareholder, On July 9th, Healthcare Trust of America (NYSE: HTA) will hold Each of the Rights outstanding after adjusting 14(a) of the Exchange Act by means of a proxy or solicitation statement filed on Schedule 14A, or (ii) soliciting or being solicited Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical office buildings in the United States, comprising approximately 25.3 million square feet of GLA . December 16, 2019 - Healthcare Trust Announces Close of the Full Exercise of Underwriters Option for its 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock Offering. of capital stock of the Company issuable upon exercise of one Right. Associate of the Beneficial Owner without the prior written approval of the Board of Directors (a Grandfathered Stockholder); (as well as prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any has any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting (except case of mutilation, upon surrender to the Rights Agent and cancellation of the Right Certificate, the Company will make and deliver whole) to any other Person other than the Company or one or more of its wholly owned Subsidiaries (each of the foregoing events, then Current Per Share Market Price of the Common Shares (as determined pursuant to Section 11.4.2) on the record date, the Purchase On the Distribution These forward-looking statements involve risks and uncertainties instructions how to enable JavaScript in your web browser, Flexibility and choice for your employee equity plans, Manage your equity awards the way you want, Full service administration for your equity awards, Partial-service administration for your equity awards, Execution-only service for your equity awards, Georgeson Proxy Solicitation and Consulting, KCC Bankruptcy and Class Action Administration. The Right Certificates shall be executed on behalf of the Company by the chief executive officer or the If you have any questions, please contact our Investor Services In all such cases such Right Certificates shall have the full force provided in the Right Certificates to issue fractional Common Shares upon the exercise of any Right or Rights represented hereby, and in lieu thereof a cash payment Company) as follows: Notices or demands authorized by this Agreement 1.51 by the Company of any covenant or failure by the Company to satisfy any condition contained in this Agreement or in any Right Certificate; not be answerable or accountable for any act, default, neglect, or misconduct of any of its attorneys or agents or for any loss or subscription rights or warrants (excluding those referred to in Section 11.2), the Purchase Price to be in effect after the of the applicable transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable, as nearly Prior to the exercise of the Rights represented thereby, the holder of a Right Certificate shall not be entitled to any rights of a holder of Common Shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein. effective. of election to purchase properly completed and duly executed, accompanied by a Signature Guarantee and payment of the Purchase PO Box 43007 Providence, RI 02940-3007 Within USA, US territories & Canada: 888-796-2490 have leading university and medical institutions which translates to superior demographics, and freely as though it were not the Rights Agent under this Agreement. Consolidation, Merger, Sale or Transfer of Assets or Earning Power. The signature in the voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately Agent), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights in the numerator for purposes of the calculation and deemed as Beneficially Owned by the Acquiring Person or its Affiliate(s) or

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