Legacy Healthcare Properties Trust Inc. Sample Contracts

Number of Shares] Legacy Healthcare Properties Trust Inc. Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENT
Underwriting Agreement • August 9th, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • New York

JEFFERIES & COMPANY, INC. STIFEL, NICOLAUS & COMPANY, INCORPORATED As Representatives of the several Underwriters c/o JEFFERIES & COMPANY, INC. 520 Madison Avenue New York, New York 10022

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 11th, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ___day of ___, 20___, by and between Legacy Healthcare Properties Trust Inc., a Maryland corporation (the “Company”), and ___(“Indemnitee”).

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LEGACY HEALTHCARE PROPERTIES TRUST INC. EMPLOYMENT AGREEMENT of THOMAS J. HUTCHISON III
Employment Agreement • August 9th, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • Florida

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between LEGACY HEALTHCARE PROPERTIES TRUST INC., a Maryland corporation (hereinafter referred to as the “Company”), and THOMAS J. HUTCHISON III (hereinafter referred to as the “Executive”) and is effective as of the Effective Date hereinbelow defined at Section 7.19.

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FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY HEALTHCARE PROPERTIES, LP (a Delaware limited partnership)
Limited Partnership Agreement • June 11th, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • Delaware

Legacy Healthcare Properties, LP (together with any successor entity, the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware effective as of April 16, 2010, and this Agreement of Limited Partnership, entered into this ___day of _______________, 2010, by and between Legacy Healthcare Properties Trust Inc., a Maryland corporation (together with its successors and assigns, the “General Partner”) and the Limited Partners set forth on Exhibit A hereto. Capitalized terms used herein but not otherwise defined have the meanings given to such terms in Article I below.

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SEVENTH AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT
Interest Purchase and Sale Agreement • October 5th, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • Illinois

THIS SEVENTH AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as of this 30th day of September, 2010, by and among WSL Holdings IV, L.L.C., a Delaware limited liability company, Walton Acquisition Holdings IV, L.P., a Delaware limited partnership, SL Jupiter Holdings, L.L.C., a Delaware limited liability company, Mangrove Bay Investors, L.L.C., a Delaware limited liability company, Senior Lifestyle Contribution Company, L.L.C., a Delaware limited liability company, Senior Lifestyle CI—II, L.L.C., a Delaware limited liability company (collectively, “Sellers”), and Legacy Healthcare Properties Trust, Inc., a Maryland corporation (“Purchaser”), and joined in by Walton Street Real Estate Fund IV, L.P., a Delaware limited partnership (“Walton Guarantor”), and Senior Lifestyle Management, L.L.C., a Delaware limited liability company (as “SLM Guarantor”), as Guarantors, as joined in by Legacy Healthcare Advisors, LLC, a Florida limited liability company (“Adviso

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SIXTH AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT
Interest Purchase and Sale Agreement • September 16th, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • Illinois

THIS SIXTH AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as of this 12th day of September, 2010, by and among WSL Holdings IV, L.L.C., a Delaware limited liability company, Walton Acquisition Holdings IV, L.P., a Delaware limited partnership, SL Jupiter Holdings, L.L.C., a Delaware limited liability company, Mangrove Bay Investors, L.L.C., a Delaware limited liability company, Senior Lifestyle Contribution Company, L.L.C., a Delaware limited liability company, Senior Lifestyle CI—II, L.L.C., a Delaware limited liability company (collectively, “Sellers”), and Legacy Healthcare Properties Trust, Inc., a Maryland corporation (“Purchaser”), and joined in by Walton Street Real Estate Fund IV, L.P., a Delaware limited partnership (“Walton Guarantor”), and Senior Lifestyle Management, L.L.C., a Delaware limited liability company (as “SLM Guarantor”), as Guarantors, as joined in by Legacy Healthcare Advisors, LLC, a Florida limited liability company (“Advisors

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LEGACY HEALTHCARE PROPERTIES TRUST INC. Form of Stock Award Agreement
Stock Award Agreement • June 11th, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • Maryland

THIS STOCK AWARD AGREEMENT (the “Agreement”), dated as of the ___day of ___, 2010, governs the Stock Award granted by LEGACY HEALTHCARE PROPERTIES TRUST INC., a Maryland corporation (the “Company”), to ___(the “Participant”), in accordance with and subject to the provisions of the Legacy Healthcare Properties Trust Inc. 2010 Equity Incentive Plan (the “Plan”). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

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WARRANT AGREEMENT LEGACY HEALTHCARE PROPERTIES TRUST INC.
Warrant Agreement • October 5th, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • New York

This Warrant Agreement, dated [__________], 2010 (this “Warrant Agreement”), is between Legacy Healthcare Properties Trust Inc., a corporation organized under the laws of the State of Maryland (the “Company”), and Mellon Investor Services LLC, a limited liability company organized under the laws of the State of New Jersey (operating with the service name BNY Mellon Shareowner Services) as the warrant agent (the “Warrant Agent”).

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FIRST AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT
Interest Purchase and Sale Agreement • August 2nd, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • Illinois

THIS FIRST AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as of this 27th day of May, 2010, by and among WSL Holdings IV, L.L.C., a Delaware limited liability company, Walton Acquisition Holdings IV, L.P., a Delaware limited partnership, SL Jupiter Holdings, L.L.C., a Delaware limited liability company, Mangrove Bay Investors, L.L.C., a Delaware limited liability company, Senior Lifestyle Contribution Company, L.L.C., a Delaware limited liability company, Senior Lifestyle CI—II, L.L.C., a Delaware limited liability company (collectively, “Sellers”), and Legacy Healthcare Properties Trust, Inc., a Maryland corporation (“Purchaser”), and joined in by Walton Street Real Estate Fund IV, L.P., a Delaware limited partnership (“Walton Guarantor”), and Senior Lifestyle Corporation, an Illinois corporation (“SLC Guarantor”), as Guarantors, as joined in by Legacy Healthcare Advisors, LLC, a Florida limited liability company (“Advisors”), as an Indemnifying Party,

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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • June 11th, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • New York

In connection with a proposed purchase from Legacy Healthcare Properties Trust Inc. (the “Company”) of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), the undersigned (the “Investor”) hereby confirms, certifies and agrees as follows:

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THIRD AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT
Interest Purchase and Sale Agreement • August 2nd, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • Illinois

THIS THIRD AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as of this 9th day of July, 2010, by and among WSL Holdings IV, L.L.C., a Delaware limited liability company, Walton Acquisition Holdings IV, L.P., a Delaware limited partnership, SL Jupiter Holdings, L.L.C., a Delaware limited liability company, Mangrove Bay Investors, L.L.C., a Delaware limited liability company, Senior Lifestyle Contribution Company, L.L.C., a Delaware limited liability company, Senior Lifestyle CI—II, L.L.C., a Delaware limited liability company (collectively, “Sellers”), and Legacy Healthcare Properties Trust, Inc., a Maryland corporation (“Purchaser”), and joined in by Walton Street Real Estate Fund IV, L.P., a Delaware limited partnership (“Walton Guarantor”), and Senior Lifestyle Management, L.L.C., a Delaware limited liability company (as “SLM Guarantor”), as Guarantors, as joined in by Legacy Healthcare Advisors, LLC, a Florida limited liability company (“Advisors”), as

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INTEREST PURCHASE AND SALE AGREEMENT by and among WSL Holdings IV, L.L.C., a Delaware limited liability company, Walton Acquisition Holdings IV, L.P., a Delaware limited partnership, SL Jupiter Holdings, L.L.C., a Delaware limited liability company,...
Interest Purchase and Sale Agreement • August 2nd, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • Illinois

THIS INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”) is made effective as of April 27, 2010 (the “Effective Date”), by and among (i) (1) WSL Holdings IV, L.L.C., a Delaware limited liability company (“WSL Seller”), (2) Walton Acquisition Holdings IV, L.P., a Delaware limited partnership (“Holdings”), (3) SL Jupiter Holdings, L.L.C., a Delaware limited liability company, (4) Mangrove Bay Investors, L.L.C., a Delaware limited liability company, (5) Senior Lifestyle Contribution Company, L.L.C., a Delaware limited liability company, (6) Senior Lifestyle CI-II, L.L.C., a Delaware limited liability company ((2) through (6) collectively, “Florida Sellers”) (WSL Seller and Florida Sellers collectively, “Sellers”), and (ii) Legacy Healthcare Properties Trust, Inc., a Maryland corporation, or its successors and assigns (“Purchaser”).

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SECOND AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT
Interest Purchase and Sale Agreement • August 2nd, 2010 • Legacy Healthcare Properties Trust Inc. • Real estate investment trusts • Illinois

THIS SECOND AMENDMENT TO INTEREST PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as of this 2nd day of June, 2010, by and among WSL Holdings IV, L.L.C., a Delaware limited liability company, Walton Acquisition Holdings IV, L.P., a Delaware limited partnership, SL Jupiter Holdings, L.L.C., a Delaware limited liability company, Mangrove Bay Investors, L.L.C., a Delaware limited liability company, Senior Lifestyle Contribution Company, L.L.C., a Delaware limited liability company, Senior Lifestyle CI—II, L.L.C., a Delaware limited liability company (collectively, “Sellers”), and Legacy Healthcare Properties Trust, Inc., a Maryland corporation (“Purchaser”), and joined in by Walton Street Real Estate Fund IV, L.P., a Delaware limited partnership (“Walton Guarantor”), and Senior Lifestyle Management, L.L.C., a Delaware limited liability company (as “SLM Guarantor”), as Guarantors, as joined in by Legacy Healthcare Advisors, LLC, a Florida limited liability company (“Advisors”), a

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