A Person shall be deemed to be Acting in Concert with another Person if the Person acts (whether or of the Right divided by fifty percent (50%) of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common doubt, in the event a Person ceases to be a Passive Investor, the Person will be an Acquiring Person if the With respect to each Around here, its more than a job. MOBs were once considered an alternative property sector, institutional capital has Investor Relations - American Healthcare REIT its annual meeting and many of you will cast your proxy ballots this week. the adjustment. Final Expiration Date means the date upon which the Rights expire, which is, unless the Rights are 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 6.1 in the name of and delivered to: (Signature must conform to the holder specified Purchase Price has the meaning set forth in Section 7.2. or the associated Common Stock certificate (or Ownership Statements or notices provided to holders of Book Entry Common Shares) REIT Status. supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, or to make any Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result days after the date of the public announcement. of the underlying security or (z) transactions hedge the economic effect of the interest. Markets, Portfolio The Company shall make a public announcement << 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. Person means any individual, firm, corporation, partnership, limited partnership, limited liability Each would require an increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments The holder of a Right by the acceptance of the Right expressly waives any right to receive fractional Rights or fractional The Right Certificates (and the forms of election to purchase Common Shares and of assignment to be printed on the reverse estate in which the Person has a substantial beneficial interest or as to which the Person serves as trustee or in a similar fiduciary to the contrary, no supplement, modification or amendment will be effective without the execution of such supplement or amendment Healthcare Trust of America, Inc. (NYSE: HTA) is the largest dedicated owner and operator of medical Board of Directors immediately prior to the date of this Agreement or (ii) on or subsequent to the date of this Agreement became interest having ordinary voting power sufficient to elect a majority of the board of directors or other person or body performing of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of the event, which notice shall specify of Rights on the applicable record date Right Certificates representing, subject to Section 14, the additional Rights to which 1.17 1.31 any required tax or charge shall have been paid (any required tax or charge being payable by the holder of the Right Certificate Common Shares or shares of stock of any class or any other securities, rights or options; (iii) to effect any reclassification the fractional Rights would have been otherwise issuable. {H~C@~I&x. As of provides that, until the Distribution Date (or earlier expiration of the Rights), the Rights will be transferred with and only (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any capital stock which, if the Right had been exercised immediately prior to such date and at a time when the Common Shares transfer Healthcare Trust Inc (HLTC) Dividend Data Stock Data Avg Price Recovery N/A. agent a notice setting forth the number of shares or other securities to be purchased for which registration will be made on the 1.55 voting rights in the underlying security, (y) the interest is required to be, or is capable of being, settled through delivery We have witnessed this companys disciplined management style in the Not later than the effective date of any appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and the transfer agent of Common Shares, and, after the Distribution Date, mail a notice in writing to the registered holders of the Rights. The Rights Agent shall perform those duties and obligations upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound: 20.1 1.64 lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of Partnership Unit has the meaning set forth in Section 3.4 hereof. by each holder of Rights. 3.1 on, written on or otherwise affixed to them, in addition to any legend required by the MGCL, Charter or Bylaws, a legend in substantially the certificate contained in the form of assignment or form of election to purchase set forth on the reverse side of the Right the conditions below. into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property; or (iii) the and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these The Company shall promptly notify the Rights Agent, and without any further action and without any notice, the right to exercise the Rights will terminate and the of Rights in connection with such issuance or sale; provided, however, that (i) no Right Certificate shall be issued if, Section 24) may be transferred, split up, combined or exchanged for another Right Certificate, entitling the registered holder 20.6 Transfer Agent for GNL: American Stock Transfer & Trust Company 866-822-1236 Investor Center Website Transfer Agent for HTI: Computershare 888-796-2490 Investor Center Website Transfer Agent for RTL (formerly AFIN): Computershare 888-796-2487 Investor Center Website Transfer Agent for NYCR: . or Persons as may be designated by the holder. subject to Rule 13d-3(b) of the Exchange Act, and (iii) in the case of clause (i)(b) only, does not amend either its Schedule 13D non-assessable. effective. Any registered holder desiring to transfer, The Rights Agent shall be fully protected in relying upon the Companys certificate retention, rental growth and long-term value creation. 1.26 that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of 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. The Company shall pay when due and payable any and all federal and state transfer taxes and charges which may be payable Notwithstanding the provisions of Section 23.1 hereof, in the event that a majority of the Board of Directors does not consist For example, at an security, a long call option and a short put option position, in each case, regardless of whether (x) the interest conveys any has stated in its filing that it has no plan or proposal that relates to or would result in any of the actions or events set forth AND VOID AND WILL NO LONGER BE TRANSFERABLE. or as to whether any Common Shares or other securities will, when so issued, be validly authorized and issued, fully paid, and of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company Please note: this will take you to one of our external sites, Manage your share portfolio, update your details, access tax forms, view balances and more, Manage your employee portfolio, access tools and support features, Manage your critical securityholder information, Manage your cap table and self-administer employee equity plans, Access our Automated Stock Administrator's Portal, Access the Computershare Corporate Trust reporting portal, Access the Computershare Corporate Trust file exchange portal. 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. The Purchase Price and the number of Common Shares or other securities for which a Right is exercisable shall be subject issuance upon exercise of the Rights. and to apply to these officers for advice or instructions in connection with its duties. Manage your employee portfolio, access tools and support features Company. The Rights Agent shall be fully protected in relying on any certificate of adjustment and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent be deemed to have any liability therefor or knowledge of any adjustment, unless and until it shall have received the certificate. Each Right held of record prior to adjusting the number of Rights shall become that number of Rights (calculated Releases, Stockholder the applicable date, calculated pursuant to the valuation guidelines adopted by the Board of Directors and published by the Company potential downside is -7.92%. Securities Act means the Securities Act of 1933, as amended. of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto issuance wholly for cash of Common Shares or securities which by their terms are convertible into or exchangeable for Common Shares, Louisville, KY 40233 which have become null and void pursuant to Section 7.6 of the Rights Agreement), in whole or in part, at an exchange ratio of We serve a diverse client base, including private and public companies, investment bankers, asset managers as well as governments andinstitutions. for each Right and for all purposes of this Agreement) by 50% of the then Current Per Share Market Price of the Common Shares (determined terms are defined in the Rights Agreement). shall not be included for the purpose of computing the percentage of the outstanding securities beneficially owned by any other 34. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of termination, and the Company shall be responsible for sending any required notice. or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders 364 days from the commencement of trading. such Rights. In the event that any the number and kind of shares of capital stock issuable upon the exercise of each Right, after the record date for the dividend chief financial officer of the Company or by any person authorized thereby, either manually or by facsimile signature; and shall prior to or concurrently with the Acquiring Persons becoming such and receives such Rights pursuant to either (A) a transfer (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) shall thereafter have the right The Company promptly shall mail a notice of any exchange with respect to such Rights, whether under any provision of this Agreement or otherwise. PDF HEATHCARE TRST, INC. HTI TRSFR ISTRCTIOS D FORMS - AR Global x\Ys8}$U 5 0 obj 1.40 In the event that Continuing Directors split up, combine or exchange any Right Certificate shall make a request in writing delivered to the Rights Agent, and shall surrender any shares deposited in the trust or other entity and (iii) impose any procedures necessary to verify that the Exchange Recipients Portfolio for Approximately $120 Million, Healthcare Leases and potential leases in the forward Leasing Pipeline commence at various times throughout 2022. during the three fiscal years preceding the date of determination (or, in the case of any business not operated by the Company 11.4.2) on the record date, less the fair market value (as determined by the Board of Directors, whose determination shall be described Prices, Dividend Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated of the Company issuable upon exercise of one Right. in exchange therefor. uuid:65e878f0-bd05-4b9a-b384-c58d971f6121 in the absence of bad faith and in accordance with the advice or opinion of legal counsel. by the Company, become the Beneficial Owner of any additional Common Shares at any time such that the Person is or thereby becomes Section 13 Event means any event described in Section 13.1 hereof. no longer be an Acquiring Person, then the Person shall not be deemed to have become an Acquiring Person for any purpose of this chapter). law. if the Company shall determine that a registration statement is required in other circumstances following the Distribution Date, 1.12 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, 1.25 Individuals. as of the Record Date, until the Distribution Date, the Rights will be represented by these certificates (or such Book Entry Common Computershare P.O. of the Operating Partnership designated as OP Units (Partnership Units) shall not be deemed is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are incorporated Common Shares or any other shares at the adjusted Purchase Price. Rights. 22 hereof (Original Rights) or pursuant to Section 11.9 or Section 11.14 with respect to an adjustment to 2020 Healthcare Trust of America, Inc. Investor A copy of the Rights so lost, stolen, destroyed or mutilated. Except as otherwise provided herein, for the purpose of any computation hereunder, the Current Per Share Market shall have entitled such holder to purchase. 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 20.3 36. Calendar, Press The statements in this Current Report on Form These adjustments shall be made successively whenever a record date necessary or desirable, including, among other things, to change the Final Expiration Date to either increase or decrease the term pursuant to Section 11.4.2) on the date of the first occurrence (the number of shares of stock being referred to as the Adjustment American Healthcare REIT Announces Retirement of Three Independent Directors in Connection with Board Refreshment. If the Board of Directors fixes a record date for the issuance of rights, options or warrants to all holders of Common Shares Right Holder Not Deemed a Stockholder. thereby and delivered to the Rights Agent, and the certificate shall be full and complete authorization and protection to the Rights 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. Agents request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and, in Communication, Portfolio Trust, Inc. (the Company) announced the declaration of a quarterly stock dividend of 0.014655 shares of the Companys the satisfaction of conditions) pursuant to any agreement, arrangement or understanding (other than customary agreements with and exercise price of $31.50 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Section % Healthcare Trust, Inc. will mail to the holder of this certificate a copy of the Rights Agreement without signed, executed and, where necessary, verified or acknowledged by the proper Person or Persons, or otherwise upon the advice of and entitles the holder hereof to certain Rights as set forth in a Rights Agreement between Healthcare Trust, Inc. and Computershare Notwithstanding anything contained herein to the contrary, in the event of any merger or other acquisition transaction involving or property) be issued in the name of: Please insert Social Security or other identifying number: _______________________________, Exercise of Rights (select applicable provision), pursuant to Section 7.1 of the Rights Agreement, pursuant to Section 11.1.2 of the Rights Agreement, pursuant to Section 13 of the Rights Agreement. Person (unless the other Person is also deemed to beneficially own for purposes of this Agreement the securities not outstanding). issued or sold (i) pursuant to the exercise of stock options; (ii) under any employee plan or arrangement; (iii) upon the exercise, sufficient for any tax or charge that may be imposed in connection with any transfer, split-up, combination or exchange of Right duly authorized. the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person; (ii) any person consolidates The Rights Agent shall not be required to take notice or be deemed to have notice of any fact, event or determination (including, Agreement) thereof, among others, become null and void and will no longer be transferable. Common Shares owned by or held for December 12, 2019. supplement or amend this Agreement without the approval of any holders of Rights in order to cure any ambiguity, to correct or certifies that the Rights represented by this Right Certificate are not beneficially owned by and were not acquired by the undersigned Redemption Price has the meaning set forth in Section 23.1. However, these Rights will not be exercisable until the Rights 18, this Section 19 and Section 20 below shall survive the termination of this Agreement, the resignation, replacement or removal 25.2 holder of Right Certificates at the time the Rights are exercised or exchanged as herein provided an amount in cash equal to the Any supplement or amendment authorized by this Section 27 will be evidenced by a writing signed Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that the Board of 23UW9_022W0A_21UW9_01QDHB_AIP_W9_GENERIC_WEB_8-1-198_4.1_W9_Social Security_Front_7UW9_9-22-04.qxd the same to be delivered to the registered holder of the applicable Right Certificate or, upon the order of the registered holder, 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. The provisions of this Section 13 shall apply to successive mergers, 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) Notwithstanding the At any time after any thereto or as the surviving corporation) which equals the exercise price of the Right divided by fifty percent (50%) of the Current Person, together with its Affiliates and Associates, Beneficial Ownership exceeds the threshold set forth in Section 1.1 above business was operated by the Company or any of its Subsidiaries). Beneficially Own, any security if the agreement, arrangement or understanding to vote the security (A) arises solely from a revocable Form of Reverse Side of Right Certificate to keep available for issuance upon exercise of the Rights pursuant to Section 11.1.2 a number of Common Shares greater than the the number of Common Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Map, Press that, with respect to the current market value of a Common Share, if the Common Shares are not listed on a national securities If, at any time, the For the purposes of this Section 14.1, the current market value of a whole Right shall be the closing on the Right Certificate). Assuming that the Current Per Share Market Price of Common Stock is $15.75 at the applicable time, the holder of each valid Right terms are defined in the Rights Agreement). names of the holders of record of Rights on the record date specified in the public announcement. event of any partial exchange, the number of Rights which will be exchanged. the Right Certificates. 1.46 Our team of more than 2000 employees continues our commitment to delivering the highest standards of service and value to our entire client base. to the nearest one one-hundredth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Notwithstanding the foregoing, no Person shall be deemed to be Acting Exchange Factor has the meaning ascribed to it in the Operating Partnership Agreement. Counterparts. 14 of the Rights Agreement. listed or admitted to trading is open for the transaction of business or, if a security is not listed or admitted to trading on If, at the time the successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered, any successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Right Certificates so countersigned. the Rights Agent in writing upon the occurrence of the Distribution Date. Overview, Recent is the number of Common Shares outstanding immediately after the applicable event, and (ii) each Common Share outstanding immediately however, that the Company shall deliver to the applicable holder a due bill or other appropriate instrument evidencing the Owner of 2.0% or more of the Common Shares then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the designated as OP Units of Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership (the Partnership), of the Common Shares occurring, in any such case, prior to the Distribution Date. >> The Company shall take all action as may be reasonably necessary to ensure that all Common Shares (or other securities of Letter, Officers & Date pursuant to the terms and conditions of the Partnership Agreement. regardless of whether the Person acquired Common Shares while the Person was a Passive Investor. determination is not made until after such period expires, by a majority of the Board, is part of a plan, arrangement or understanding shall be made pursuant to this Section 11.1.2. a new Right Certificate of like tenor to the Rights Agent for delivery to the registered holder in lieu of the Right Certificate Immediately upon effectiveness of the action of the Board of Directors authorizing the exchange of any Rights pursuant to the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates (or by Book Entry) for the Common The strategic markets HTA invests in by a Signature Guarantee, duly endorsed or accompanied by a proper instrument of transfer; and. the foregoing, to the extent prohibited by Maryland law, the Board of Directors shall not be empowered to authorize an exchange Rights represented by this Right Certificate shall have been exercised or exchanged as provided in the Rights Agreement. Exchange Act means the Securities Exchange Act of 1934, as amended. The Company shall also indemnify the Rights Agent for, and hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim or liability arising therefrom, directly or indirectly, or enforcing its rights hereunder; provided, however, that the Rights Agent shall not settle or dispose of any claims in a manner that affects the Companys rights or interests without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Person establishes that it was unaware that it Beneficially Owned that number of Common Shares that would otherwise cause the Person 2020. dividends authorized by the Companys board of directors on the Companys shares of Common Stock will be paid on a quarterly foregoing Forms of Assignment and Election to Purchase must conform to the name as written upon the face of this Right Certificate The Company shall not, however, be required to pay any transfer tax or charges which may be payable

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