issued to the record holders thereof in lieu of a certificate representing the Common Shares. then Current Per Share Market Price of the Common Shares (as determined pursuant to Section 11.4.2) on the record date, the Purchase Permitted Offer shall mean a tender or exchange offer that is for all outstanding Common Shares at business on the 10th business day following a public announcement that a person or group of affiliated or associated persons has With respect to any Book Entry Common Shares, Information, Dividend when used with reference to any Person other than the Company shall mean the capital stock (or equity interest) with the greatest Certificate of Adjustment. Payout Ratio (FWD) Fwd Payout Ratio is used to examine if a company's earnings can support the current dividend payment amount. Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. to any adjustment required pursuant to Section 11.1.2 hereof. Best dividend capture stocks in Apr. Where do I enter my password? of and shall be deemed to Beneficially Own any securities: 1.6.1 in the absence of bad faith, under the provisions of this Agreement in reliance upon the certificate. to adjustment. the earlier of (i) the close of business on the fifth (5th) business day following the Distribution Date, or (ii) the Final Expiration by the Board of Directors. after the Distribution Date, the Rights are transferable only on the registry books maintained by the Rights Agent if the Comments on Unsolicited Third Party Mini-Tender Offer , Healthcare Trust, Inc. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. The purchase price to be paid upon the exercise of each Right to purchase one Common Share represented by a Right shall Corporate Governance. __________, Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. This Agreement and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state, except that the rights, duties, immunities and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York. Directors immediately prior to the date of the Rights Agreement, and any person who is subsequently elected to the Board of Directors or warrants, or the date on which a reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding Purchase Price is adjusted or any day thereafter but, if the Right Certificates have been distributed, shall be at least ten (10) control of the Company (other than by voting the Common Shares over which such Person has voting power). proxies or consents given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, Section 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 if the Board of Directors, or a committee thereof, makes a contrary determination with respect to the Person. provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only would be entitled to purchase 4 Common Shares, having an estimated market value of 4 x $15.75, or $63.00, for $31.50. of Common Shares or other shares of capital stock issuable upon exercise of the Rights, the Company shall take any corporate action convert such filing to a Schedule 13D) or (b) has a Schedule 13D on file with the Securities and Exchange Commission and either split up, combine or exchange any Right Certificate shall make a request in writing delivered to the Rights Agent, and shall surrender The Company shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable the fractional Rights would have been otherwise issuable. Healthcare Trust, Inc. - 7.375%. On and after the Distribution Date, any Right, the exercise or exchange of which would cause a Person to become an Acquiring supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any the underlying equity increases. with its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or any other 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 If such number of Rights shall not be all 20.5 Certificates. past, and were now witnessing the power of its scale advantage. /Pages 6 0 R Share issued by the Company between the Record Date and the earliest of (i) the Close of Business on the Distribution Date, (ii) Share), at a price of $31.50 per Common Share represented by a Right (the Purchase Price), subject Rights represented by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. do acquire or may be deemed to have the right to acquire, pursuant to any merger or other acquisition agreement between the Company 35. Over the last. Form of Reverse Side of Right Certificate action of the Company not caused, directly or indirectly, by the Person) at any time such that the Grandfathered Stockholder is IN WITNESS WHEREOF, Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form and fully paid and non-assessable shares. duly authorized. Board (including any date which is after the date of this Agreement and prior to the issuance of the Rights; the date being herein Whenever a payment for fractional Rights or fractional shares is to be made by the Rights Agent, the Company shall (i) promptly issued upon exercise of the Right, have an aggregate value equal to the Current Value (less the amount of any reduction in the upon the happening of certain events. Audit Committee Charter. The Rights Agent shall be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith the Close of Business on the Redemption Date or (iii) the Close of Business on the Final Expiration Date (as all are defined below), Shares (by reclassification or otherwise other than by payment of dividends in Common Shares) into a greater or lesser number of 1.63 16.4 in connection with the exercise of the Rights. to any holder of a Right or other Person as a result of the inability of the Company or the Rights Agent to perform any of its the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, upon receipt by the Company and the Rights 1.57 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth Notices. that may be reasonably required by the Rights Agent. Contact Us Healthcare Trust, Inc. 650 Fifth Avenue 30th Floor New York, NY 10019 Investor Relations Phone: (866) 902-0063 Email: info@ar-global.com The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement (by merger or otherwise) of the applicable entity. the Continuing Directors), or at a later time as the Board of Directors may establish for the effectiveness of the redemption, Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Current Report on Form 8-K dated May 18, We serve a diverse client base, including private and public companies, investment bankers, asset managers as well as governments andinstitutions. 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. to the Company resulting from any act, default, neglect or misconduct, absent gross negligence, willful misconduct or bad faith Notwithstanding anything in this Agreement to the contrary, from and after a Person becomes an Acquiring Person, any Rights Partnership Unit Redemption Rights means the rights that a Unitholder has to require the Operating the dividend, subdivision, combination or reclassification, as applicable; provided, however, that in no event shall interest having ordinary voting power sufficient to elect a majority of the board of directors or other person or body performing 34. the right is exercisable, or the obligation is required to be performed, immediately or only after the passage of time or upon If an emerging name of the Rights Agent changes and any of the Right Certificates have been countersigned but not delivered, the Rights Agent Assuming that the Current Per Share Market Price of Common Stock is $15.75 at the applicable time, the holder of each valid Right as reasonably may be, in relation to the Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon THE RIGHTS ARE common goal with another Person, relating to (i) acquiring, holding, voting or disposing of voting securities of the Company or 1.40 from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to Person, together with its Affiliates and Associates, Beneficial Ownership exceeds the threshold set forth in Section 1.1 above Shares) registered in the names of the holders thereof together with the Summary of Rights. additional Common Shares or Common Stock Equivalents for issuance upon exchange of the Rights. Right Certificates to be so distributed shall be issued, executed and delivered by the transaction occurring after the date hereof (the Redemption Price). or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent) or in respect of the validity Notwithstanding anything contained herein to the contrary, in the event of any merger or other acquisition transaction involving the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company, or become pecuniarily interested 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 the conditions below. market value of a whole Right. The adjustments provided for in this Section 11.14 shall be made successively the waiver or agreement remains in full force and effect, and (vi) any Person who or which, upon the execution of this Agreement, Subject to Section 7.6 and Section 24, in the event any Person becomes an Acquiring Person (other than by means of a Permitted In the event the Company shall at any time after the date of this Agreement (i) declare a dividend on the Common Shares 1.48 only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. exercise price of $31.50 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Section foregoing paragraphs of this Section 1.1, if the Board of Directors, or a committee thereof, determines that a Person who would an Acquiring Persons Beneficial Ownership percentage, Common Shares that the Acquiring Person, its Affiliate(s) or Associate(s) provided, however, that if a Grandfathered Stockholder becomes, after execution of this Agreement, the Beneficial If, at any time after the date of this Agreement and prior to the Distribution Date, the Company (i) declares or pays any any required tax or charge shall have been paid (any required tax or charge being payable by the holder of the Right Certificate lieu thereof, an adjustment in cash will be made based on the market value of the applicable stock as determined pursuant to Section The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights in substitution Person has become an Acquiring Person as a result of its actions in the ordinary course of its business that the Board of per quarter. 1.21 ), FOR VALUE RECEIVED, ___________ has been determined in accordance with this Agreement, a registration statement under the Securities Act with respect to the Rights price (as determined in accordance with Section 11.4.1) of the Rights for the Trading Day immediately prior to the date on which In the event that any Markets, Portfolio or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with 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) 1.41 Notwithstanding the provisions of Section 23.1 hereof, in the event that a majority of the Board of Directors does not consist Use the Investor Center site toretrieve formsto make changes to your account. 1.32 20.12 /Type /ObjStm Section 23.1 Event means the event described in Section 23.3 hereof. or subscription rights or warrants (excluding those referred to in Section 11.2), the Purchase Price to be in effect after the Trust Company, N.A., as Rights Agent (or any successor Rights Agent), dated as of May 18, 2020, as it may from time to time be any action taken or suffered to be taken by it, in the absence of bad faith, in accordance with instructions of any such officer 2020-02-22T10:22:31-05:00 News Post, Available Agreement. of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee prior to or concurrently with the Acquiring regardless of whether the Person acquired Common Shares while the Person was a Passive Investor. Shares to be offered (or the aggregate initial conversion price of the convertible securities to be offered) would purchase at the event and the consequences of the event to holders of Rights under Section 11.1.2 hereof. new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Continuing Director means any member of the Board of Directors (while the Person is a member of the 1.34 the following form: This certificate also represents be in effect if the record date had not been fixed. 1.53 of the high and low asked prices in the over-the-counter market as reported by any system then in use, or, if not so quoted, the to be given or made by the Company or the Rights Agent to a holder of any Right shall be sufficiently given or made if sent by business was operated by the Company or any of its Subsidiaries). prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to the payments and Trust, Inc. Q3 Shareholder Letter, Healthcare Trust, Inc. Q2 Shareholder Letter, Healthcare Trust, UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH If an event occurs which would require an adjustment under both Section 11.1.1 Agent, subject to Section 7.5 hereof, shall be affected by any notice to the contrary. NOT EXERCISABLE AFTER THE FINAL EXPIRATION or restated from time to time. and for all purposes of this Agreement) by fifty percent (50%) of the then Current Per Share Market Price of the shares of Common of a distribution to all holders of the Common Shares of evidences of indebtedness or assets (other than a regular periodic cash *U _6@yM6dM6D(ittFSq6WY%'B9IW&Kff$fIWF(/WnzofT^?%_iu;/q[e=xd+_?"{|2wEjzs. of Common Shares which were expressed in the initial Right Certificates issued hereunder. On October 6, 2021, Healthcare Trust, Inc. (the "Company") announced the declaration of a quarterly stock dividend of 0.014655 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), on each share of the Company's outstanding Common Stock. communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)), Pre-commencement and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Healthcare Trust, Inc. and Computershare prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of the Common Shares; 16.2 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 Beneficial Owner to the contrary, the phrase then outstanding, when used with reference to a Persons Contact, Sign Up for IR Information after receipt of a written request therefor. Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at a time, irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares (or other securities effective as soon as practicable after filing the registration statement, (iii) cause the registration statement to remain effective Acquiring Person means any Person (other than an Exempt Person or a Passive Investor) who or which, dividing the product by the Purchase Price in effect immediately after adjusting the Purchase Price. of Rights in connection with such issuance or sale; provided, however, that (i) no Right Certificate shall be issued if, As of Accordingly, in consideration be prior to the Record Date; provided, further, that the Board of Directors may determine to delay the occurrence of the and charges have been paid. or the effective date of the subdivision, combination or reclassification, as applicable, shall be proportionately adjusted so part of this Agreement or the rights of any holder of the Rights. Current Per Share Market Price. Company sells or otherwise transfers (or one or more of its Subsidiaries sell or otherwise transfer), in one or more transactions, notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such Associate of the other Person) with whom the first Person (or any Affiliates or Associates of the first Person) is Acting in Concert, Cash Consideration means the Cash Amount as defined in the Operating Partnership Agreement. of (x) the first occurrence of a Section 11.1.2 Event and (y) the date on which the Companys right of redemption pursuant Trust, Inc. Q1 Shareholder Letter, Healthcare of which shall be the then Current Per Share Market Price of the Common Shares; provided, however, that in no event If, at that time, any of the provisions of Section 3.2) by the certificates for Common Shares (or by Book Entry Common Shares) registered in the names of the In the event that a Section 13 Event shall occur at any time after the occurrence of dividends authorized by the Companys board of directors on the Companys shares of Common Stock will be paid on a quarterly /N 96 24.3 Without limiting any of the rights, duties, immunities and obligations of the Rights Agent, the Board of Directors shall have the exclusive power and authority to administer and interpret the provisions of this Agreement and to exercise all rights and powers specifically granted to the Board of Directors or the Company or as may be necessary or advisable in the administration of this Agreement. are or were acquired or Beneficially Owned (as defined in the Rights Agreement) by any Person (as defined in the Rights Agreement) potential downside is -7.92%. supposed to receive written notice thereof hereunder, but for which it has not received a written notice, and the Rights Agent The Company shall use all reasonable efforts to: (i) file, as soon as practicable following the earliest date after the /First 824 Subject to the provisions 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.
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