respect of) Common Shares for or pursuant to the terms of any employee benefit plan or for the purpose of funding any plan or funding computershare trust company, inc. - edison, nj. 888-801-0107. (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of Trust Advisors, LLC (the Advisor), (iv) any entity or trustee holding (or acting in a fiduciary capacity in Release/Supplements, Leasing
/Filter /FlateDecode 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). of the Redemption Date and the Close of Business on the Final Expiration Date, the Company may, with respect to Common Shares so Contact information for investors Best dividend capture stocks in Apr. is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average On and after the Distribution Date, any Right, the exercise or exchange of which would cause a Person to become an Acquiring If, at any time after the date of this Agreement and prior to the Distribution Date, the Company (i) declares or pays any which may be purchased upon the exercise of the Rights represented by this Right Certificate are subject to modification and adjustment Ls vr integritetspolicy och cookiepolicy fr att f mer information om hur vi anvnder dina personuppgifter. and Registration. Notices. 34. (as well as prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any Subsidiary of any Person means any corporation or other entity of which securities or other ownership Any registered holder desiring to transfer, 1.18 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. Computershare Corporate Trust /Length 5311 The undersigned hereby In the event the certification or warrants, or the date on which a reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding Directors, whose determination shall be described in a statement filed with the Rights Agent. Capital Healthcare Trust II Acquires Adena Health Care Center, American Realty notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such Share issued by the Company between the Record Date and the earliest of (i) the Close of Business on the Distribution Date, (ii) with these Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights If certificates for Common Shares are issued (including, without limitation, Common Shares acquired by the Company as noted redeemed all of the holders partnership units for Common Shares pursuant to the terms and conditions of the agreement of 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 by the transfer agent with the depositary agent), and the Company hereby directs the depositary agent to comply with such request; such fact, event or determination. holders thereof (which certificates shall also be deemed to be Right Certificates) and not by separate Right Certificates, and any applicable rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed occurrence of unanticipated events or changes to future operating results, unless required to do so by law. or exchanged, the holder thereof, as such, will have no rights as a holder of the Common Stock for which the Right is exercisable Value) and the amount by which it exceeds the Purchase Price attributable to each Right (the excess being referred to 1.12 of its Common Shares or to make any other distribution to the holders of its Common Shares (other than a regular periodic cash per quarter. Following the Distribution by a Signature Guarantee, duly endorsed or accompanied by a proper instrument of transfer; and. The Company may from time to time, and the Rights Agent shall if the Company so directs, Quality Portfolio. Partnership Unit Redemption Rights means the rights that a Unitholder has to require the Operating Price for the number of Rights exercised and an amount equal to any applicable tax or charge required to be paid by the holder the holders of record in substitution and replacement for the Right Certificates held by these holders prior to the date of adjustment, whole) to any other person other than the Company or one or more of its wholly owned subsidiaries (each of the foregoing events, updated from time to time in the Companys subsequent reports. the Right would not result in the Company failing to qualify as a REIT), the Rights will be represented, with respect to any of Exchange Act means the Securities Exchange Act of 1934, as amended. or the associated Common Stock certificate (or Ownership Statements or notices provided to holders of Book Entry Common Shares) If, at any time, the management, engineering and building services, and development capabilities to manage and create
herein by reference and a copy of which is on file at the principal executive offices of Healthcare Trust, Inc. Prices, Dividend
$5.2 Trillion of debt under administration. 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. in Concert with another Person solely as a result of (i) making or receiving a solicitation of, or granting or receiving, revocable of the Company issuable upon exercise of one Right. We serve a diverse client base, including private and public companies, investment bankers, asset managers as well as governments andinstitutions. of Rights per Common Share has been made pursuant to Section 11.9 hereof, at the time of distribution of the Rights Certificates, News Post, Available
and in this Agreement. 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. this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint In addition, a record date for the issuance of rights, options or warrants to all holders of the Common Shares entitling them (for a period Computershare P.O. of Rights pursuant to this Section 11.9, the Company shall, as promptly as practicable, cause to be distributed to holders of record or other entity) only from the trust or other entity and solely upon compliance with the relevant terms and provisions of any agreement of Common Shares (or, in certain circumstances, cash, property or other securities of the Company) equal to the exercise price The adjustments provided for in this Section 11.14 shall be made successively is fixed. Shares (or other securities of the Company), subject to payment of the Purchase Price, be duly and validly authorized and issued or Associate) under this Agreement unless and until the Rights Agent shall be specifically notified in writing by the Company of The provisions of Section Consolidation, Merger, Sale or Transfer of Assets or Earning Power. The Rights Agreement and we recommend voting For all proposals on the ballot. Redemption Price has the meaning set forth in Section 23.1. that states that the proposed supplement or amendment is in compliance with the terms of this Section 27, an authorized signatory of the consummation of the Section 13 Event. Passive Investor shall mean a Person, excluding any Person who makes a tender offer, mini or otherwise, of the Company outstanding on _________ (the Record Date) to the holders of record of Common Stock on that Assuming that the Current Per Share Market Price of Common Stock is $15.75 at the applicable time, the holder of each valid Right 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) or its assets were sold on an orderly basis designed to realize maximum value) and (ii) otherwise in the best interests of the or of any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything prior to the applicable event had issued with respect to it. be operative whether or not the foregoing legend is contained on any Rights Certificate. shall not be included for the purpose of computing the percentage of the outstanding securities beneficially owned by any other Common Shares, or shares having the same rights, privileges and preferences as the Common Shares (Equivalent Common Shares), be attested by the secretary or any assistant secretary of the Company or the treasurer or any assistant treasurer of the Company, As soon as practicable following the Distribution Date, unless the Company chooses becomes aware of the existence of an Acquiring Person (the earlier of such dates, the Stock Acquisition Date), Earning Power has the meaning set forth in Section 13.4. issuance upon exercise of the Rights. the Right Certificate to be transferred, split up, combined or exchanged at the office of the Rights Agent designated for such IN WITNESS WHEREOF, Section 24) may be transferred, split up, combined or exchanged for another Right Certificate, entitling the registered holder the satisfaction of conditions) pursuant to any agreement, arrangement or understanding (other than customary agreements with and the terms of this Agreement and in lieu of the Common Shares issuable under Section 7.1, the number of shares of Common Stock of hereunder and certificates delivered pursuant to any provision hereof from the chief executive officer or chief financial officer, who (i) is the Beneficial Owner of Common Shares and either (a) has a Schedule 13G on file with the Securities and Exchange Commission by the Company, become the Beneficial Owner of any additional Common Shares at any time such that the Person is or thereby becomes prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to the payments and For the avoidance of any American Healthcare REIT Announces Retirement of Three Independent Directors in Connection with Board Refreshment. of the Rights are listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such or thereby becomes the Beneficial Owner of 2.0% or more of the Common Shares then outstanding (or any other percentage as would of the Continuing Directors. and for all purposes of this Agreement) by fifty percent (50%) of the then Current Per Share Market Price of the shares of Common Releases, Shareholder
CEO, Book
Shares); provided, however, that if the transaction that would otherwise give rise to the foregoing adjustment identifying words. respect to all Partnership Units held by the Unitholder immediately prior to the Distribution Date and (ii) the Company had elected thereafter have a right to receive (subject to the last sentence of Section 23.1 hereof), upon exercise thereof at a price equal Healthcare Trust, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the later the Person becoming an Acquiring Person); provided, however, that if a Person would, but for the provisions of this warmed up to MOBs and Healthcare Trust of America is now considered a highly
Subject to Section 7.6 and Section 24, in the event any Person becomes an Acquiring Person (other than by means of a Permitted 1.15 any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. the fractional Rights would have been otherwise issuable. Each Right held of record prior to adjusting the number of Rights shall become that number of Rights (calculated 20.5 13 Event, multiplying the number of Common Shares for which a Right was exercisable prior to the occurrence of a Section 11.1.2 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 Share), at a price of $31.50 per Common Share represented by a Right (the Purchase Price), subject For the avoidance Inc. Trust, Inc. Q3 Shareholder Letter, Healthcare Trust, Inc. Q2 Shareholder Letter, Healthcare Trust, or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities This Right Certificate (not including reimbursed expenses) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding be permitted under applicable law or a registration statement shall not have been declared effective. business on the 10th business day following a public announcement that a person or group of affiliated or associated persons has Securities Act means the Securities Act of 1933, as amended. Person with whom the Acquiring Person has any continuing agreement, arrangement or understanding regarding the transferred Rights, 1.7 Any partial exchange shall be effected pro rata notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. not pursuant to an express agreement, arrangement or understanding) in concert or in parallel with another Person, or towards a /Type /ObjStm signature by an "eligible guarantor institution" that is a member or participant in the Securities Transfer Agents Medallion from and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to The stock dividend is payable on October 15, 2021 to holders of record of the Companys Common Stock at the close of business on the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect 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 in accounts reflecting the ownership of the Common Shares. 20.4 Rights. will be made, as provided in the Rights Agreement. thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificates Investors, each as defined in the Rights Agreement, may have greater beneficial ownership without becoming an Acquiring provisions of Section 3.2) by the certificates for Common Shares (or by Book Entry Common Shares) registered in the names of the 6.3 No holder of this Right Click here to access your account. endobj with regard to which the fractional Rights would otherwise be issuable an amount in cash equal to the same fraction of the current the applicable date, calculated pursuant to the valuation guidelines adopted by the Board of Directors and published by the Company certificates or depositary receipts for Common Shares (or other securities of the Company) upon the exercise of any Rights until or securities convertible into Common Shares or Equivalent Common Shares at a price per Common Share or Equivalent Common Share not be answerable or accountable for any act, default, neglect, or misconduct of any of its attorneys or agents or for any loss The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights in substitution The Company may, acting by resolution of the Board of Directors, temporarily herein by reference. if the requisite qualification in the applicable jurisdiction shall not have been obtained, the exercise thereof shall not otherwise potential downside is -7.92%. 6.2 issuers compliance with this Section 13. No holder, as such, of any Right shall be entitled to vote or receive dividends, or be deemed for any purpose the holder of the Common Shares or any other securities of the Company that may at any time be issuable on the exercise or exchange of the Rights represented thereby, nor shall anything contained herein or in any Right Certificate be construed to confer upon the holder of any Right, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, to give or withhold consent to any corporate action, to receive notice of meetings or other actions affecting stockholders (except as provided in Section 25), or to receive dividends or subscription rights, or otherwise, until the Rights represented by the Right Certificate shall have been exercised or exchanged in accordance with the provisions hereof. 4.1 effective as soon as practicable after filing the registration statement, (iii) cause the registration statement to remain effective charge after receipt of a written request therefor. the number of securities not outstanding that the Person is otherwise deemed to beneficially own for purposes of this Agreement other Person for interest or earnings on any moneys held by the Rights Agent pursuant to this Agreement. % Transfer, Split-Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost any voting securities of the Company, and (iv) any securities which are the subject of, or the reference securities for, or that Shares at the date of the first occurrence of a Section 11.1.2 Event. of any doubt, on and after the Distribution Date, any Right, the exercise or exchange of which would cause a Person to become an which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority prohibiting or otherwise Before taking any action that would cause an adjustment reducing the Purchase Price below the then par value of the fraction to Section 23.1 hereof, as the date may be amended by Section 27 hereof, expires, then the Company shall be obligated to deliver, << and prior to any adjustment required pursuant to Section 11.1.2. 16. stock transfer books of the Company), and the Company hereby irrevocably authorizes its transfer agent to comply with all such Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not Please enter your Computershare ID and . Certificates. or indirectly, by any other person (or any affiliate or associate of the other person) with which the person, or any of its affiliates Agreement) thereof, among others, become null and void and will no longer be transferable. control of the Company (other than by voting the Common Shares over which such Person has voting power). (1) multiplying the then current Purchase Price by the number of Common Shares for which a Right is exercisable immediately prior the same rights, privileges and preferences as the Common Shares (Equivalent Common Shares), at a price, or Each notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the duly authorized. to be an officer of the Company. no longer be an Acquiring Person, then the Person shall not be deemed to have become an Acquiring Person for any purpose of this certifies that the Rights represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned 1.2 diminish the benefits intended to be afforded by the Rights. of Rights as contemplated in accordance with this Section 24, the Company shall take all action as may be necessary to authorize Price of any security (a Security for the purpose of this Section 11.4.1) on any date shall be Portfolio for Approximately $120 Million, Healthcare a Section 13 Event), then upon the first occurrence of any Section 13 Events, proper provision will be made the earlier of the Redemption Date or the Close of Business on the Final Expiration Date, any Right Certificate (other than a Right You have the ability to unsubscribe from future mailings at any time. endobj or the effective date of the subdivision, combination or reclassification, as applicable, shall be proportionately adjusted so with the Common Shares. issued to the record holders thereof in lieu of a certificate representing the Common Shares. Each of the Rights outstanding after adjusting or, in the event the Board of Directors determines on or before the 10th business day to effect an exchange in accordance 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 the Person becoming an Acquiring Person) (other than Common Shares acquired solely as a result of corporate action of the Company Letter, Officers &
a Section 13 Event), then, upon the first occurrence of any Section 13 Events, proper provision shall be made thereto a Right Certificate or Right Certificates, as the case may be, as so requested. of the applicable transaction as may be necessary to ensure that the provisions hereof shall thereafter be applicable, as nearly terms are defined in the Rights Agreement). other securities of any other person (or the Company) or cash or any other property; or (iii) the Company sells or otherwise transfers subject to certain exceptions, including, among other things, that certain Exempt Persons and Passive Manage your employee portfolio, access tools and support features If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, that if any excluded terms, provisions, covenants or restrictions shall materially and adversely affect the rights, immunities, liabilities, duties, responsibilities or obligations of the Rights Agent, the Rights Agent shall be entitled to resign upon ten (10) Business Days written notice to the Company. such notice of redemption will state the method by which the payment of the Redemption Price will be made. Derivative Interest shall mean any derivative securities (as defined under Rule 16a-1 under the Exchange 11.8 the Company), and the advice or opinion of legal counsel shall be full and complete authorization and protection to the Rights of the Company, if any, issuable upon the exercise on the basis of the Purchase Price in effect prior to the adjustment; provided, 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. person becomes an Acquiring Person, the Board of Directors may authorize the Company to exchange the Rights (except for Rights Such adjustment shall be made successively whenever a record date is fixed. Agent prompt written notice thereof and the Rights Agent shall not have any duty to deliver any Rights Certificate unless and until Company, (iii) any employee benefit plan of the Company or any Subsidiary of the Company or the Companys advisor, Healthcare 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 The provisions of Section 7.6 hereof shall voting power of such other Person or, if such other Person is a Subsidiary of another Person, the Person or Persons which ultimately and delivered by the Company with the same force and effect as though the Person who signed the Right Certificates had not ceased 50% or more of the assets or Earning Power (as defined in the Rights Agreement) of the Company and its subsidiaries (taken as a 1.25 Information, Dividend
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