EX-4.1






HEALTHCARE TRUST OF AMERICA, INC.




 



AMENDED AND RESTATED SHARE REPURCHASE PLAN

EFFECTIVE AS OF JANUARY 1, 2011




 



The Board of Directors (the “Board”) of Healthcare Trust of America, Inc., a Maryland
corporation (the “Company”), has adopted an amended and restated share repurchase plan (the
“Repurchase Plan”) by which shares of the Company’s common stock, par value $0.01 per share
(“Shares”), may be repurchased by the Company from stockholders subject to certain conditions and
limitations. The purpose of this Repurchase Plan is to provide limited interim liquidity for
stockholders (under the conditions and limitations set forth below) until a liquidity event occurs.
No stockholder is required to participate in the Repurchase Plan.



 



1. Repurchase of Shares. The Company may, at its sole discretion, repurchase Shares
presented to the Company for cash to the extent it has sufficient proceeds to do so and subject to
the conditions and limitations set forth herein. Any and all Shares repurchased by the Company
shall be canceled, and will have the status of authorized but unissued Shares. Shares acquired by
the Company through the Repurchase Plan will not be reissued unless they are first registered with
the Securities and Exchange Commission under the Securities Act of 1933, as amended, and other
appropriate state securities laws or otherwise issued in compliance with such laws.



 



2. Share Redemptions.



 



Repurchase Price.  Unless the Shares are being repurchased in connection with a
stockholder’s death or qualifying disability (as discussed below), the prices per Share at which
the Company will repurchase Shares will be as follows:



 



(1) For stockholders who have continuously held their Shares for at least one year, the
lower of $9.25 or 92.5% of the price paid to acquire Shares from the Company;



(2) For stockholders who have continuously held their Shares for at least two years, the lower
of $9.50 or 95.0% of the price paid to acquire Shares from the Company;  



(3) For stockholders who have continuously held their Shares for at least three years,
the lower of $9.75 or 97.5% of the price paid to acquire Shares from the Company; and



(4) For stockholders who have continuously held their Shares for at least four years, a price
determined by our board of directors, but in no event less than 100% of the price paid to acquire
Shares from the Company.



Death or Disability.  If Shares are to be repurchased in connection with a stockholder’s death
or qualifying disability as provided in Section 4, the repurchase price shall be: (1) for
stockholders who have continuously held their Shares for less than four years, 100% of the price
paid to acquire the Shares from the Company; or (2) for stockholders who have continuously held
their Shares for at least four years, a price determined by the Board, but in no event less than
100% of the price paid to acquire the Shares from the Company. In addition, the Company will waive
the one-year holding period, as described in Section 4, for Shares to be repurchased in connection
with a stockholder’s death or qualifying disability. Appropriate legal documentation will be
required for repurchase requests upon death or qualifying disability.



3. Funding and Operation of Repurchase Plan. The Company may make purchases under the
Repurchase Plan quarterly, at its sole discretion, on a pro rata basis. Subject to funds being
available, the Company will limit the number of Shares repurchased during any calendar year to five
percent (5.0%) of the weighted average number of Shares outstanding during the prior calendar year.
Funding for the Repurchase Plan each quarter will come exclusively from and be limited to proceeds
received from the sale of Shares under the Company’s Distribution Reinvestment Plan during such
quarter. The Company may make purchases under the Repurchase Plan quarterly, at its sole
discretion, on a pro rata basis. Subject to funds being available, the Company will limit the
number of Shares repurchased during any calendar quarter to $10 million per calendar quarter.



4. Stockholder Requirements. Any stockholder may request a repurchase with respect to all or a
designated portion of this Shares, subject to the following conditions and limitations:



 



Holding Period.  Only Shares that have been held by the presenting stockholder for at
least one (1) year are eligible for repurchase by the Company, except as follows. Subject to the
conditions and limitations below, the Company will redeem Shares held for less than the one-year
holding period upon the death of a stockholder who is a natural person, including Shares held by
such stockholder through a revocable grantor trust, or an IRA or other retirement or profit-sharing
plan, after receiving written notice from the estate of the stockholder, the recipient of the
Shares through bequest or inheritance, or, in the case of a revocable grantor trust, the trustee of
such trust, who shall have the sole ability to request redemption on behalf of the trust. The
Company must receive the written notice within 180 days after the death of the stockholder. If
spouses are joint registered holders of Shares, the request to redeem the shares may be made if
either of the registered holders dies. This waiver of the one-year holding period will not apply to
a stockholder that is not a natural person, such as a trust other than a revocable grantor trust,
partnership, corporation or other similar entity.



Furthermore, and subject to the conditions and limitations described below, the Board will
redeem Shares held for less than the one-year holding period by a stockholder who is a natural
person, including Shares held by such stockholder through a revocable grantor trust, or an IRA or
other retirement or profit-sharing plan, with a “qualifying disability,” as determined by the
Board, after receiving written notice from such stockholder. The Company must receive the written
notice within 180 days after such stockholder’s qualifying disability. This waiver of the one-year
holding period will not apply to a stockholder that is not a natural person, such as a trust other
than a revocable grantor trust, partnership, corporation or other similar entity. 



Minimum — Maximum.  A stockholder must present for repurchase a minimum of 25%, and a
maximum of 100%, of the Shares owned by the stockholder on the date of presentment. Fractional
shares may not be presented for repurchase unless the stockholder is presenting 100% of his Shares.



No Encumbrances.  All Shares presented for repurchase must be owned by the stockholder(s)
making the presentment, or the party presenting the Shares must be authorized to do so by the
owner(s) of the Shares. Such Shares must be fully transferable and not subject to any liens or
other encumbrances.



Share Repurchase Form.  The presentment of Shares must be accompanied by a completed Share
Repurchase Request form, a copy of which is attached hereto as Exhibit “A.” All Share certificates
must be properly endorsed.



Deadline for Presentment.  All Shares presented and all completed Share Repurchase Request
forms must be received by the Repurchase Agent (as defined below) on or before the last day of the
second month of each calendar quarter in order to have such Shares eligible for repurchase for that
quarter. The Company will repurchase Shares on or about the [first business day] following the end
of each calendar quarter.



Repurchase Request Withdrawal.  A stockholder may withdraw his or her repurchase request upon
written notice to the Company at any time prior to the date of repurchase.



Ineffective Withdrawal.  In the event the Company receives a written notice of withdrawal from
a stockholder after the Company has repurchased all or a portion of such stockholder’s Shares, the
notice of withdrawal shall be ineffective with respect to the Shares already repurchased. The
Company shall provide any such stockholder with prompt written notice of the ineffectiveness or
partial ineffectiveness of such stockholder’s written notice of withdrawal.



Resubmission for Unfulfilled Requests. Following each quarterly repurchase period, if a
stockholder would like to resubmit for repurchase the unsatisfied portion of such stockholder’s
prior repurchase request, such stockholder must submit a new request for repurchase of such shares
prior to the last day of the second month of the new quarter. Unfulfilled requests for repurchases
will not be carried over automatically to subsequent quarterly periods.



Repurchase Agent.  All repurchases will be effected on behalf of the Company by its transfer
agent (the “Repurchase Agent”), who shall contract with the Company for such services. All
recordkeeping and administrative functions required to be performed in connection with the
Repurchase Plan will be performed by the Repurchase Agent.



Termination, Amendment or Suspension of Plan.  The Repurchase Plan will terminate and the
Company will not accept Shares for repurchase in the event the Shares are listed on any national
securities exchange, the subject of bona fide quotes on any inter-dealer quotation system or
electronic communications network or are the subject of bona fide quotes in the pink sheets.
Additionally, the Board, in its sole discretion, may terminate, amend or suspend the Repurchase
Plan if it determines to do so is in the best interest of the Company. A determination by the Board
to terminate, amend or suspend the Repurchase Plan will require the affirmative vote of a majority
of the directors, including a majority of the independent directors. If the Company terminates,
amends or suspends the Repurchase Plan, the Company will provide stockholders with thirty (30) days
advance written notice and the Company will disclose the changes in the appropriate current or
periodic report filed with the Securities and Exchange Commission.



5. Miscellaneous.



Liability.  Neither the Company nor the Repurchase Agent shall have any liability to any
stockholder for the value of the stockholder’s Shares, the repurchase price of the stockholder’s
Shares, or for any damages resulting from the stockholder’s presentation of his or her Shares, the
repurchase of the Shares under this Repurchase Plan or from the Company’s determination not to
repurchase Shares under the Repurchase Plan, except as a result from the Company’s or the
Repurchase Agent’s gross negligence, recklessness or violation of applicable law; provided,
however, that nothing contained herein shall constitute a waiver or limitation of any rights or
claims a stockholder may have under federal or state securities laws.



Taxes.  Stockholders shall have complete responsibility for payment of all taxes, assessments,
and other applicable obligations resulting from the Company’s repurchase of Shares.



Preferential Treatment of Shares Repurchased in Connection with Death or Disability.  If there
are insufficient funds to honor all repurchase requests, preference will be given to shares to be
repurchased in connection with a death or qualifying disability.



Shares Previously Sold or Transferred for Value Ineligible. Shares previously sold or
transferred for value by a stockholder will not be eligible for repurchase under the Repurchase
Plan.