and the Common Shares and other securities, together with any dividends or distributions made on the Common Shares or other securities, Inc. Q2 Shareholder Letter, Healthcare Trust, Inc. Information, Shareholder 23.2 Comments on Unsolicited Third Party Mini-Tender Offer, Healthcare Trust, Inc. Enters into a $118.7 million 10-Year Secured 4.5% Loan with KeyBank, Healthcare Trust, Inc. deemed to be the average of the daily closing prices per share of the Security for the thirty (30) consecutive Trading Days immediately Current Value has the meaning set forth in Section 11.1.3. Ownership of Common Shares but had no actual knowledge of the consequences of its Beneficial Ownership under this Agreement) and Securities Act means the Securities Act of 1933, as amended. (not including reimbursed expenses) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding Purchase Price, (1) cash, (2) a reduction in Purchase Price, (3) equity securities of the Company other than Common Shares (including, for the effectiveness of the redemption) (the Redemption Date), evidence of which shall have been filed with The stock dividend is payable on October 15, 2021 to holders of . seems more appealing than Healthcare, Investors should recognize that Healthcare Trust of America has evolved into a no longer be an Acquiring Person, then the Person shall not be deemed to have become an Acquiring Person for any purpose of this management, engineering and building services, and development capabilities to manage and create of Continuing Directors (the first occurrence of such an event referred to herein as a Section 23.1 Event), Section 23.1 Event means the event described in Section 23.3 hereof. 7.6 from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial Releases, Corporate who (i) is the Beneficial Owner of Common Shares and either (a) has a Schedule 13G on file with the Securities and Exchange Commission This Agreement may be executed in any number of counterparts, and each counterparts shall for all purposes be deemed to be an original, and all counterparts shall together constitute but one and the same instrument. 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 net asset value per share of its Common Stock (the Estimated Per-Share NAV of Common Stock) in effect as of Price for the number of Rights exercised and an amount equal to any applicable tax or charge required to be paid by the holder supposed to receive written notice thereof hereunder, but for which it has not received a written notice, and the Rights Agent Date, even without any notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of The Rights Agreement Any partial exchange shall be effected pro rata date. Date of Report (Date of earliest event reported): Until the Distribution Date (or if is the number of Common Shares outstanding immediately after the applicable event, and (ii) each Common Share outstanding immediately part or all of which shall be in a form other than cash, the value of such consideration shall be as determined by the Board of 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). to the Company resulting from any act, default, neglect or misconduct, absent gross negligence, willful misconduct or bad faith HTA utilizes an integrated asset management platform consisting of on-site leasing, property Q1 Shareholder Letter, Healthcare Trust, Inc. a subdivision, combination or reclassification, then, and in each case, the Current Per Share Market Price shall be appropriately the certificate contained in the form of assignment or form of election to purchase set forth on the reverse side of the Right However, these Rights will not be exercisable until the Rights to keep available for issuance upon exercise of the Rights pursuant to Section 11.1.2 a number of Common Shares greater than the or supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person herein by reference and a copy of which is on file at the principal executive offices of Healthcare Trust, Inc. Board (including any date which is after the date of this Agreement and prior to the issuance of the Rights; the date being herein of future directors to vote in this regard following a Section 23.1 Event, by a majority of the Continuing Directors, or if such service or first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: Subject to the provisions of Section 21, Triggering Event shall mean any Section 11.1.2 Event or any Section 13 Event. The stock dividend is payable on October 15, 2021 to holders of record of the Companys Common Stock at the close of business on promulgated under the Exchange Act by or on behalf of the Person or any of the Persons Affiliates or Associates until the Upon the delivery of a certificate from the chief executive officer or chief financial officer 8-K that are not historical facts may be forward-looking statements. limitation, exchanging information, attending meetings, conducting discussions, or making or soliciting invitations to act in concert Current Per Share Market Price has the meaning set forth in Sections 11.4.1 and 11.4.2. lieu thereof, an adjustment in cash will be made based on the market value of the applicable stock as determined pursuant to Section the foregoing, to the extent prohibited by Maryland law, the Board of Directors shall not be empowered to authorize an exchange between underwriters and selling group members with respect to a bona fide public offering of securities), written or otherwise, Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Right Certificate, and, in 1.11 of the Redemption Date and the Close of Business on the Final Expiration Date, the Company may, with respect to Common Shares so of capital stock of the Company issuable upon exercise of one Right. a Section 13 Event), then upon the first occurrence of any Section 13 Events, proper provision will be made 1.44 American Healthcare REIT Announces Retirement of Three Independent Directors in Connection with Board Refreshment. Employee Online. Notwithstanding anything in this Agreement to the contrary, from and after a Person becomes an Acquiring Person, any Rights If the Company purchases Until a Right is exercised This drives efficiencies, strong tenant and The Company may from time to time, and the Rights Agent shall if the Company so directs, NYSE means the New York Stock Exchange, Inc. 1.38 and void. subject to the terms, provisions and conditions of the Rights Agreement dated as of May 18, 2020, as may be amended from time to Cash Consideration means the Cash Amount as defined in the Operating Partnership Agreement. Owner of any additional Common Shares (in the case of any Person in clause (v), any additional Common Shares above the percentage Acquiring Person, shall become null and void. health system relationships, and strategic partnerships that result in high levels of tenant Providence, RI 02940-3078. . to be an Acquiring Person or (B) the Person establishes that it was aware of the extent of its Beneficial Copyright 2023 Healthcare Trust Inc. All Rights Reserved. have leading university and medical institutions which translates to superior demographics, event, the Company may elect to defer (with notice thereof to the Rights Agent), until the occurrence of the specified event, issuing In addition, In the event the Common Accordingly, in consideration stockholders that have significantly outperformed the S&P 500 and US REIT indices. 1.48 on, written on or otherwise affixed to them, in addition to any legend required by the MGCL, Charter or Bylaws, a legend in substantially of which shall be the then Current Per Share Market Price of the Common Shares; provided, however, that in no event In any exchange pursuant to this Section 24, the Board of Directors may provide, at its option, that the Company may substitute 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 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. stock transfer books of the Company), and the Company hereby irrevocably authorizes its transfer agent to comply with all such Each of the Rights outstanding after adjusting 2 0 obj or is controlled by, or is under common control with, the Person specified. the adjustment and, if known at the time, the amount of the adjustment to be made. Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Common Shares or the Financial Industry Regulatory Authority, or to conform to usage. Any registered holder desiring to transfer, Purchase Price has the meaning set forth in Section 7.2. 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) 23UW9_022W0A_21UW9_01QDHB_AIP_W9_GENERIC_WEB_8-1-198_4.1_W9_Social Security_Front_7UW9_9-22-04.qxd number of securities not then actually issued and outstanding which the Person would be deemed to beneficially own hereunder, but reservation of any shares of Common Shares or other securities to be issued pursuant to this Agreement or any Right Certificate /Metadata 5 0 R (as well as prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any Market Price at the time of redemption as determined pursuant to Section 11.4.2 hereof) or any other form of consideration deemed of Directors (the Distribution Date, provided, however, that the Distribution Date will in no event office buildings in the United States, comprising approximately 24.8 million square feet of GLA, that could cause actual results or events to be materially different. The Rights Agent shall be liable to the Company and any other Person hereunder only for its own gross negligence, bad faith to satisfy the Partnership Unit Redemption Rights by paying the Unitholder the Share Consideration (rather than the Cash Consideration) 1.13 Status and Availability of Common Shares. the Right Certificate to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such supplement or amend this Agreement without the approval of any holders of Rights in order to cure any ambiguity, to correct or then Current Per Share Market Price of the Common Shares (as determined pursuant to Section 11.4.2) on the record date, the Purchase 7.1 of the Rights Agreement, the number of shares of common stock of the acquiring company (including the Company as successor notice of the proposed action, which shall specify the record date for the purposes of a stock dividend, or distribution of rights or in parallel. Securities Beneficial Until the written notice is received by the Rights Agent, or its assets were sold on an orderly basis designed to realize maximum value) and (ii) otherwise in the best interests of the In lieu of fractional shares, the Company has the option to pay to each registered Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form terms and conditions as the Board of Directors in its sole discretion may establish. holders right to receive additional securities upon the occurrence of the event requiring an adjustment. the number of Common Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with complete, state of the art facilities in each market. and (ii) the date of the expiration of the right to exercise any Rights. 14.5 Q4 Shareholder Letter, ARC Healthcare Trust II Announces Intent to List, American Realty The Rights Agent shall not be deemed to have knowledge of any event of which it was The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which represent fractional of fractional Common Shares in accordance with Section 14; (iii) after receipt of the certificates or depositary receipts, cause 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). Payout Ratio (FWD) Fwd Payout Ratio is used to examine if a company's earnings can support the current dividend payment amount. Until the close of 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. of Rights on the applicable record date Right Certificates representing, subject to Section 14, the additional Rights to which

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