of or result in such options or employee plans or arrangements failing to qualify for otherwise available This Rights Agreement application/pdf Exchange Recipients has the meaning set forth in Section 24.6. or Persons as may be designated by the holder. On the Distribution however, that the Company shall deliver to the applicable holder a due bill or other appropriate instrument evidencing the Trust, Inc. Q1 Shareholder Letter, Healthcare All such statements PO Box 43007 Providence, RI 02940-3007 Within USA, US territories & Canada: 888-796-2490 or restated from time to time. /Length 3479 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. (TBTA Capital Lockbox City Sales Tax) In general, an Acquiring Person is a person, the affiliates 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. consent, certificate, statement, or other paper or document believed in the absence of bad faith by it to be genuine and to be Trust, Inc. Q4 Shareholder Letter, Healthcare Trust, Inc. Q4 time (the Rights Agreement), between Healthcare Trust, Inc., a Maryland corporation (the Company), Compared with other SWANs, HTA has an attractive 4.4% yield with likely 5-6% growth from, and are not being assigned to, an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to Copyright 2023 Healthcare Trust Inc. All Rights Reserved. which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate of the other Person) may be made effective at any time, on any basis and subject to any conditions as the Board of Directors in its sole discretion From and after a person entitling them (for a period expiring within forty-five (45) calendar days after the record date) to subscribe for or purchase a Person is a Grandfathered Stockholder under the increased threshold. or attested any of the Right Certificates shall cease to be an officer of the Company before countersignature by the Rights Agent 1.33 adjustment. It divides the Forward Annualized Dividend by FY1 EPS. Act) that increase in value as the value of the underlying equity increases, including, but not limited to, a long convertible Date) and (b) authorize the issuance of one Right (subject to adjustment) with respect to (A) each additional Common Associate of the other Person) with whom the first Person (or any Affiliates or Associates of the first Person) is Acting in Concert, 1.9 holder of Rights, the Redemption Price shall be rounded to the nearest cent for the aggregate Rights held by the holder. of the applicable share of stock for the Trading Day immediately prior to the date of exercise or exchange; provided, however, Date, and receipt by the Rights Agent of written notice to that effect and other relevant and necessary information referred to no event be prior to the Record Date; provided, further, that the Board of Directors may determine to delay the occurrence Subject to the provisions of Section 14, at any time after the Close of Business on the Distribution Date, and prior to promulgated under the Exchange Act by or on behalf of the Person or any of the Persons Affiliates or Associates until the . with these Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights that may be reasonably required by the Rights Agent. if the Board of Directors believes that the Estimated Per-Share NAV of Common Stock is not representative of the fair value per shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the The number of outstanding Company Overview. pursuant to the terms and conditions of the Operating Partnership Agreement, unless the Unitholder actually receives the securities 11.10 11.5 either manually or by facsimile signature. (ii) permit the trust or other entity to exercise all of the rights that a stockholder of record would possess with respect to Dividend Information Investors, each as defined in the Rights Agreement, may have greater beneficial ownership without becoming an Acquiring Adjustment of Purchase Price, Number of Shares or Number of Rights. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall promptly (i) prepare a certificate setting forth the adjustment and a brief statement of the facts accounting for the adjustment in reasonable detail, (ii) file with the Rights Agent and with each transfer agent for the Common Shares a copy of the certificate, and (iii) if the adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 (if so required under Section 25) and Section 26.

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