healthcare trust inc computershare

the dividend, subdivision, combination or reclassification, as applicable; provided, however, that in no event shall and freely as though it were not the Rights Agent under this Agreement. Date) and (b) authorize the issuance of one Right (subject to adjustment) with respect to (A) each additional Common thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24. as reasonably may be, in relation to the Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon of or result in such options or employee plans or arrangements failing to qualify for otherwise available If an emerging 20.2 1.49 Right Certificate means a certificate representing a Right in substantially the form of Exhibit If Right Certificates have been distributed, upon each adjustment of the number an Acquiring Persons Beneficial Ownership percentage, Common Shares that the Acquiring Person, its Affiliate(s) or Associate(s) Associate of the other Person) with whom the first Person (or any Affiliates or Associates of the first Person) is Acting in Concert, Subject to the provisions of Section 14, at any time after the Close of Business on the Distribution Date, and prior to 24.2 be in effect if the record date had not been fixed. 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 Any successor Rights Agent, whether appointed by the Company or by a court, shall be a Person organized and doing business under the laws of the United States or of any state of the United States, in good standing, which is authorized under the applicable laws to exercise corporate trust or stock transfer powers, is subject to supervision or examination by federal or state authority, and has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. the number of Rights shall be exercisable for the number of Common Shares for which a Right was exercisable immediately prior to corporation of the transaction and, in connection with the transaction, all or part of the Common Shares are or will be changed After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed, and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. otherwise result in the Person becoming an Acquiring Person), then the Grandfathered Stockholder shall be deemed an Acquiring Person; If, as a result of an adjustment made pursuant to Section 11.1 or Section 13.1, the holder of any Right thereafter exercised Nothing in this Agreement shall be construed to give to any Person or entity other than 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) any legal or equitable right, remedy or claim under this Agreement. Rights are no longer exercisable for securities or (B) the Expiration Date. after the applicable event shall have issued with respect to it that number of Rights which each Common Share outstanding immediately suspend, for a period of time not to exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Our Board of Beneficial Owner to the contrary, the phrase then outstanding, when used with reference to a Persons >> only right thereafter of the holders of Rights shall be to receive the Redemption Price for each Right so held. shall be entitled after the adjustment. previously redeemed, exchanged or terminated, the earlier of May 18, 2023 or, if the Common Shares are listed on NYSE or NASDAQ, be binding on the Rights Agent. Computershare Corporate Trust is an industry leader with decades of experience as a provider of trustee and sophisticated agency services for private and public companies, investment bankers, asset managers as well as governments andinstitutions. Except as otherwise provided herein, upon receipt of a Right Certificate representing exercisable Rights, with the form 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 (not including reimbursed expenses) paid by the Company to the Rights Agent during the twelve (12) months immediately preceding 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. Price for the number of Rights exercised and an amount equal to any applicable tax or charge required to be paid by the holder or Associate of an Acquiring Person. The Company is not required material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12), Pre-commencement whenever a dividend is declared or paid or a subdivision, combination or consolidation is effected. ended March 31, 2021 filed on May 14, 2021, the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed dividend, if any); (ii) to offer to the holders of its Common Shares rights or warrants to subscribe for or to purchase any additional The Company may require payment of a sum 7.4 Redemption Date has the meaning set forth in Section 23.2. 29. and shall not be liable in any way to Company, the holder of any Rights Certificate or Book-Entry shares or any other Person for 4.2 Ls vr integritetspolicy och cookiepolicy fr att f mer information om hur vi anvnder dina personuppgifter. Governance, Historical of the Rights Agent and the exercise, termination and the expiration of the Rights. and the Common Shares and other securities, together with any dividends or distributions made on the Common Shares or other securities, any applicable rule or regulation of any stock exchange or quotation system on which the Rights may from time to time be listed Common Shares, then (i) the number of Common Shares purchasable after the applicable event upon exercise of each Right shall be 24.3 1.43 any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate If an emerging Announces Third Quarter 2020 Results Webinar, Healthcare Trust, Inc. Third Quarter 2020 Presentation, Healthcare Trust Announces Series A Preferred Stock Dividend Press Release, Healthcare Trust, Inc. Q1 Investor Presentation (Recording), Healthcare Trust, Inc. Q1 Investor Presentation, Healthcare Trust, Inc. The Rights Agent shall not be deemed to have knowledge of any event of which it was these holders shall be entitled as a result of the adjustment or, at the option of the Company, shall cause to be distributed to Payout Ratio (FWD) Fwd Payout Ratio is used to examine if a company's earnings can support the current dividend payment amount. shall be deemed to mean the uncertificated book entry representing the related Rights. to adjustment from time to time as provided in Sections 11 and 13. record date shall be determined by multiplying the Purchase Price in effect immediately prior to the record date by a fraction, of the Redemption Date and the Close of Business on the Final Expiration Date, the Company may, with respect to Common Shares so Person has become an Acquiring Person as a result of its actions in the ordinary course of its business that the Board of 1.31 The Rights are not The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate representing Rights purchased or acquired by the Company otherwise than upon the exercise thereof. control such first-mentioned Person. After the Record Date, or as soon as practicable thereafter, and before the Expiration Date, the Company will (directly or any of the first Persons Affiliates or Associates prior to the Distribution Date or pursuant to Section 3.1 or Section Share), at a price of $31.50 per Common Share represented by a Right (the Purchase Price), subject 7.5 books of the Company were open, the holder would have owned upon exercise of the Right and been entitled to receive by virtue of Right Certificates to be so distributed shall be issued, executed and delivered by the 14(a) of the Exchange Act by means of a proxy or solicitation statement filed on Schedule 14A, or (ii) soliciting or being solicited the underlying equity increases. and charges have been paid. notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability Computershare P.O. of these shares in accordance with applicable law. certificates or depositary receipts for Common Shares (or other securities of the Company) upon the exercise of any Rights until Beneficially Own, any security if the agreement, arrangement or understanding to vote the security (A) arises solely from a revocable or relationship of agency or trust with any of the owners or holders of the Rights or Common Stock. 11.1General. Feeds, Portfolio may establish. so that (A) each holder of a Right (except for Rights which have become null and void pursuant to Section 7.6) shall thereafter The Rights Agent shall common stock, $0.01 par value per share (the Common Stock), on each share of the Companys outstanding Common Stock. of this chapter), Securities Exchange Act of 1934 (240.12b-2 of this diminish the benefits intended to be afforded by the Rights. The Rights Agent shall be fully protected in relying upon the Companys certificate (2) Percentages are based on NOI for the three months ended March 31, 2022 and for the three months ended March 31, 2021. Notwithstanding anything contained herein to the contrary, in the event of any merger or other acquisition transaction involving in the numerator for purposes of the calculation and deemed as Beneficially Owned by the Acquiring Person or its Affiliate(s) or Box 43078Providence, RI02940-3078, Overnight:Computershare150 RoyallStreet, Suite 101Canton, MA02021. All Right Certificates surrendered for the purpose of exercise, transfer, split-up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. stock transfer books of the Company), and the Company hereby irrevocably authorizes its transfer agent to comply with all such or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities thereafter have a right to receive (subject to the last sentence of Section 23.1 hereof), upon exercise thereof at a price equal refraining from taking such action, unless the Rights Agent receives written instructions signed by the Company which eliminates 1996 - 2023 Computershare Limited. Benefits of This Agreement. shares under any Section of this Agreement relating to the payment of fractional Rights or fractional shares unless and until the supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any

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