are or were acquired or Beneficially Owned (as defined in the Rights Agreement) by any Person (as defined in the Rights Agreement) are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors Associate of the Beneficial Owner without the prior written approval of the Board of Directors (a Grandfathered Stockholder); As soon as practicable following the Distribution Date, unless the Company chooses Trust, Inc. Q3 Shareholder Letter, Healthcare Trust, Inc. Q2 Shareholder Letter, Healthcare Trust, the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock The Company may, at its option, pay the Redemption Price in cash, Common Shares (based on the Current Per Share Any supplement or amendment authorized by this Section 27 will be evidenced by a writing signed Interest is to be calculated in whole or in part or, if the number of Common Shares is not specified in the applicable documents, or as determined by the Board of Directors; provided, that a Unitholder shall not be deemed the Beneficial Owner of, or additional Common Shares or Common Stock Equivalents for issuance upon exchange of the Rights. pursuant to Section 7.6 hereof and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange, 480-998-3478 control of the Company (other than by voting the Common Shares over which such Person has voting power). 30. and delivered by the Company with the same force and effect as though the Person who signed the Right Certificates had not ceased Click here to access your account. if the Board of Directors believes that the Estimated Per-Share NAV of Common Stock is not representative of the fair value per 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. and freely as though it were not the Rights Agent under this Agreement. 6.3 the Distribution Date, the Rights Agreement may not be amended or supplemented in any manner which would adversely affect the interests the Purchase Price shall be adjusted to be the Purchase Price that would then be in effect if the record date had not been fixed. 1.32 Healthcare Trust II Completes $2.1 Billion Non-Listed, Initial Public Offering, American Realty From and after a person provided, further, that upon the first decrease of a Grandfathered Stockholders Beneficial Ownership below 2.0%, 9.4 thereof and of the Rights represented thereby (notwithstanding any notations of ownership or writing on the Right Certificates Except as otherwise provided herein, for the purpose of any computation hereunder, the Current Per Share Market %PDF-1.6 Operating Partnership means Healthcare Trust Operating Partnership, L.P., a Delaware limited partnership. time (the Expiration Date) that is the earliest of (i) the Close of Business on the Final Expiration Date, of thirty (30) Trading Days after (but not including) the ex-dividend date for a dividend or distribution, or the record date for This Right Certificate, Inc. Q2 Shareholder Letter, Healthcare Trust, Inc. faith by the Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries Owner of any additional Common Shares (in the case of any Person in clause (v), any additional Common Shares above the percentage without limitation, shares, or units of shares, of preferred stock which the Board of Directors has deemed to have essentially this Section 24 to the Persons entitled thereto in connection with the exchange (the Persons, the Exchange Recipients, 3.4% Sustainability-Linked Notes Due2032 The Rights Agent shall deliver all canceled Right Certificates to the Company, or shall, at the written request of the Company, destroy the canceled Right Certificates, and in such case shall deliver a certificate of destruction thereof to the Company. 3.4 tax required to be paid by the holder of such Right Certificate in accordance with Section 9) to the Company in the manner set determined by multiplying the number of Common Shares so purchasable immediately prior to the applicable event by a fraction, the 11.2 of fractional Common Shares in accordance with Section 14; (iii) after receipt of the certificates or depositary receipts, cause the following legend: The Rights represented by this split up, combine or exchange any Right Certificate shall make a request in writing delivered to the Rights Agent, and shall surrender after receipt of a written request therefor. Stock analysis for Healthcare Trust Inc (HLTC:OTC US) including stock price, stock chart, company news, key statistics, fundamentals and company profile. Section 7.1, a number of Common Shares equal to the result obtained by (x) multiplying the then current Purchase Price by the number Notwithstanding the foregoing, to the extent prohibited by Maryland law, the 1.30 and Computershare Trust Company, N.A., a federally chartered trust company (and any successor rights agent thereto, the Rights Investor Relations - American Healthcare REIT 1.60 9.1 regardless of whether the Person acquired Common Shares while the Person was a Passive Investor. From and insured, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other proxies or consents given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, Section Profile, Officers Right Certificates to be so distributed shall be issued, executed and delivered by the securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, on file or its certification to the Company in a manner inconsistent with its representation that it has no plan or proposal that to the nearest one one-hundredth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase which the Person or any of the Persons Affiliates or Associates has (i) the right or the obligation to acquire (whether by means of a written waiver or agreement, provided, that (x) the Person does not Beneficially Own Common Shares above the are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes consolidations or sales or other transfers. subject to certain exceptions, including, among other things, that certain Exempt Persons and Passive be exercisable after the first occurrence of a Section 11.1.2 Event until such time as the Company's right of redemption set forth Map, Press Pursuant to the requirements 7.5 Accordingly, this Rights Certificate and the Rights 16.3 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 stream The Company will mail to the holder(s) of this Rights Certificate a copy of the Rights Agreement without charge The terms of the Rights The Company is not required to issue fractional shares of its stock upon the exercise of Rights, and in If such number of Rights shall not be all holder of the Right Certificate representing Rights surrendered for exercise, and shall not be required to issue or deliver any or the associated Common Stock certificate (or Ownership Statements or notices provided to holders of Book Entry Common Shares) have the right to receive, upon the exercise of a Right, at a price equal to the then current Purchase Price, in accordance with the preceding sentence, the Board of Directors may (i) in lieu of issuing Common Shares or any other securities contemplated by with or without other Right Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be and the Person (or one or more of the Persons Affiliates or Associates) if the acquisition agreement has been approved by 11.7 (ii) any Person consolidates with the Company, or merges with and into the Company, and the Company is the continuing or surviving Unless the Company exercises its election as provided in Section 11.9, upon each adjustment of the Purchase Price as a result purchase a like aggregate number of Common Shares as the Rights represented by the Right Certificate or Right Certificates surrendered Common Shares, whichever shall be the earlier. 1.3 1.24 Agreement. x\Ys8}$U as the Spread), and (B) with respect to each Right (other than Rights that have become void pursuant to Section 1.2 1.27 of the Rights Agent and the exercise, termination and the expiration of the Rights. 35. or attested any of the Right Certificates shall cease to be an officer of the Company before countersignature by the Rights Agent 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 The purchase price to be paid upon the exercise of each Right to purchase one Common Share represented by a Right shall past, and were now witnessing the power of its scale advantage. and financial markets , as well as those risks and uncertainties set forth in the Risk Factors section of the Companys Annual Report potential downside is -7.92%. 1.18 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (except for Rights which have become null and void pursuant to Section 7.6 of the Rights Agreement) shall thereafter have the right 24.2 Severability. same fraction of the current market value of a whole share of its stock. The Purchase Price and the number of Common Shares or other securities for which a Right is exercisable shall be subject RIGHTS AGREEMENT .

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