Exhibit 10.1


 


EXECUTION VERSION


 


CONSULTING AGREEMENT


 


This Consulting Agreement (the “Agreement”) is made
and entered into as of this 11th day of October 2016 by and between International Capital Markets Group, Inc. (“Consultant”)
and Healthcare Trust, Inc. (the “Company”).


 


1.       Services.  The
Company hereby engages Consultant and Consultant hereby agrees to provide strategic consulting services through its President,
Randolph C. Read (“R. Read”), as requested by the non-executive chairman of the Company’s board of directors
(the “Chairman”)  at reasonably convenient times for the Company and R. Read (the “Services”) from
the date of the execution of this Agreement through December 31, 2016 (the “Term”). 


 


2.       Compensation.  The
Company will pay Consultant $38,000 on October 21, 2016, $25,000 on November 21, 2016, and $25,000 on December 31, 2016 for the
Services.  The Company will also reimburse Consultant for expenses incurred by Consultant in performing the Services that
have been approved by the Chairman prior to being incurred.


 


3.       Independent
Contractor.  The Company and the Consultant expressly agree and understand that Consultant is an independent contractor
and not an employee, agent, or partner of the Company.  Consultant will not have the power or authority to bind the Company
or incur any liability or obligation or act on behalf of the Company.  Consultant will not be treated by the Company as an
employee under any applicable local, state or federal anti-discrimination laws, the Fair Labor Standards Act, the Federal Insurance
Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the Income Tax Withholding Act or any similar local,
state, federal or international laws.


 


4.       Confidentiality.  Consultant
agrees to keep confidential any Company proprietary or confidential information provided to Consultant as part of the Services
consistent with the confidentiality obligations of a director of the Company.


 


5.       Notices.
All notices, consents, approvals, waivers or other communications (each, a “Notice”) required or permitted hereunder,
except as herein otherwise may be specifically provided, will be in writing and shall be satisfied when: (a) delivered personally
or by commercial messenger; (b) sent via a recognized overnight courier service; (c) sent by registered or certified mail, postage
pre-paid and return receipt requested; or (d) sent by facsimile, .pdf or other similar electronic transmission, provided confirmation
of receipt is received by sender and the original Notice is sent or delivered contemporaneously by an additional method provided
in this Section 5, in each case so long as such Notice is addressed to the intended recipient thereof as set forth below:


 


If to the Company, to:


 


Leslie Michelson

Non-Executive Chairman of the Board of Directors

Healthcare Trust, Inc.

405 Park Avenue

New York, New York 10022

Fax: (310) 248-4081


 






     


     


    

 


With a copy to:


 


Healthcare Trust, Inc.

405 Park Avenue, 14th Floor

New York, New York 10022

Attention: General Counsel

Fax: (646) 861-7743



 


If to the Consultant, to:


 


International Capital Markets Group, Inc.

P.O. Box 400148


Cambridge, MA 02140

Telephone: (702) 541-4035


 


With a copy to:


 


Carla J. Rozycki

Jenner & Block LLP

353 N. Clark Street

Chicago, IL 60654


Telephone: (312) 923-2909


 


Either party hereto may designate a different
address by written notice to the other party delivered in accordance with this Section 5.


 


6.       General.


 


(a)       This
Agreement does not create an obligation on the Company to continue to retain Consultant beyond the Term. This Agreement may not
be changed unless mutually agreed upon in writing by Consultant and the Company. Any waiver by either party of a breach of any
provision of this Agreement will not operate or be construed as a waiver of any subsequent breach of any provision hereof. This
Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same instrument.


 


(b)       Each
provision herein will be treated as a separate and independent clause, and the unenforceability of any one clause will in no way
impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement
will for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law,
such provision or provisions will be construed by the appropriate judicial body by limited or reducing it or them, so as to be
enforceable to the maximum extent compatible with the applicable law as it will then appear.


 






     


     


    

 


(c)       The
Company will have the right to assign this Agreement to its successors and assigns and this Agreement will inure to the benefit
of and be enforceable by its successors or assigns. The Consultant may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Company and this Agreement will be binding upon the Consultant’s successors to the
extent approved by the Company.


 


(d)       This
Agreement and all aspects of the relationship between the parties hereto will be construed and enforced in accordance with and
governed by the internal laws of the State of Maryland without regard to its conflict of laws provisions.


 


(e)       This
Agreement contains the entire agreement between the parties hereto with respect to the Services contemplated hereby. All other
negotiations and agreements (written or oral) between the parties are superseded by this Agreement and there are no representations,
warranties, understandings or agreements other than those expressly set forth herein. The language of all parts of this Agreement
will in all cases be construed as a whole in accordance with its fair meaning and not strictly for or against either party hereto.


 


(f)       The
parties hereto agree to execute and deliver from time to time such further and other assurances, assignments, documents, instruments
and agreements and do all matters and things which may be convenient or necessary to more effectively and completely carry out
the intent of this Agreement, including, but not limited to, effecting any amendments to any related agreements and granting any
consents required under these agreements, in each case as necessary to effect the provisions of this Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




     


     


    


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first written above.


 


	 	COMPANY	 
	 	 	 
	 	HEALTHCARE TRUST, INC.	 
	 	 	 
	 	 	 
	 	By: 	/s/ Leslie D. Michelson	 
	 	 	Name: Leslie D. Michelson
Title: Non-Executive Chairman	 
	 	 	 	 
	 	 	 	 
	 	CONSULTANT	 
	 	 	 	 
	 	INTERNATIONAL CAPITAL MARKETS GROUP, INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Randolph
C. Read	 
	 	 	Name: Randolph
C. Read	 
	 	 	Title: President