Healthcare Trust of America, Inc.
AMENDMENT NO. 1
EQUITY DISTRIBUTION AGREEMENT
November 29, 2019
520 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
Reference is made to the Equity Distribution Agreement, dated December 28, 2018 (the Equity Distribution Agreement), among Healthcare Trust of America, Inc., a Maryland corporation (the Company), and Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the Operating Partnership and, together with the Company, the Transaction Entities), on the one hand, and Jefferies LLC (Jefferies), on the other hand. All capitalized terms used in this Amendment No. 1 to the Equity Distribution Agreement among the Transaction Entities and Jefferies (this Amendment) and not otherwise defined herein shall have the respective meanings assigned to them in the Equity Distribution Agreement. The Transaction Entities and Jefferies agree as follows:
A. Amendments to Equity Distribution Agreement. The Equity Distribution Agreement is amended as follows:
1. The first paragraph of the Equity Distribution Agreement shall be amended to add and as amended on November 29, 2019 immediately after dated as of December 28, 2018.
2. The definition of Master Forward Confirmation in Section 1 of the Equity Distribution Agreement is hereby deleted and replaced with the following:
Master Forward Confirmation means the Master Confirmation for Issuer Share Forward Sale Transactions, dated as of December 28, 2018 and as amended on November 29, 2019, by and between the Company and the Forward Purchaser, including all provisions incorporated by reference therein.
3. The first paragraph of Section 2 of the Equity Distribution Agreement is hereby deleted and replaced with the following:
Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $1,221,094,943 (the Maximum Amount), inclusive of Shares having an aggregate offering price of $471,094,943 previously sold under this Agreement, the Alternative Distribution Agreements and any Forward Contract prior to November 29, 2019.
4. For the avoidance of confusion, all references to Registration Statement included in the Equity Distribution Agreement shall include the Transaction Entities automatic shelf registration statement on Form S-3ASR (File No. 333-223172), as amended by post-effective amendment no. 1 thereto filed with the Commission on September 5, 2019.