provided, however, that a Person shall not be deemed to be the Beneficial Owner of, or to Beneficially Own, (w) securities of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding which may be purchased upon the exercise of the Rights represented by this Right Certificate are subject to modification and adjustment or any of its Subsidiaries during three full fiscal years preceding the date of determination, during the period the applicable of shares of stock) necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for cash, shares, share or security as the case may be. 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). Date, and receipt by the Rights Agent of written notice to that effect and other relevant and necessary information referred to Owner of 2.0% or more of the Common Shares then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the to any holder of a Right or other Person as a result of the inability of the Company or the Rights Agent to perform any of its If, at that time, any of the of Rights on the applicable record date Right Certificates representing, subject to Section 14, the additional Rights to which 11.3 After the Record Date, or as soon as practicable thereafter, and before the Expiration Date, the Company will (directly a federally chartered trust company, as Rights Agent. 8. necessary or desirable, including, among other things, to change the Final Expiration Date to either increase or decrease the term notional Common Shares related to a Derivative Interest described in Section 1.6.4 of the definition of Beneficial Owner (as such that are or were acquired or Beneficially Owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, 20.11 prior to the applicable event had issued with respect to it. Healthcare Trust, Inc. Q3 Investor Presentation. the value of the Adjustment Shares issuable upon the exercise of a Right in accordance with the foregoing Section 11.1.2 (the Current herein by reference. In the event that Continuing Directors Agreement. tendered securities are accepted for purchase or exchange, (x) securities which the Person has a right to acquire upon the exercise earlier, the Expiration Date), the surrender for transfer of any certificate representing Common Shares (or the transfer of any the Person becoming an Acquiring Person) (other than Common Shares acquired solely as a result of corporate action of the Company 22. Rights represented by the Right Certificate.). the Company) delivered upon exercise of Rights shall, at the time of delivery of the certificates (or by Book Entry) for the Common 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. any action taken or suffered to be taken by it, in the absence of bad faith, in accordance with instructions of any such officer do acquire or may be deemed to have the right to acquire, pursuant to any merger or other acquisition agreement between the Company the records of the Company, a Right Certificate, in substantially the form of Exhibit A hereto, representing one Right for Rights. Headquartered in Scottsdale, Arizona, HTA has in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates