INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2010 • Richmond Honan Medical Properties Inc. • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________, 2010, by and between Richmond Honan Medical Properties Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RICHMOND HONAN MEDICAL PROPERTIES LP (a Delaware limited partnership)Limited Partnership Agreement • August 10th, 2010 • Richmond Honan Medical Properties Inc. • Delaware
Richmond Honan Medical Properties LP (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 , 2010 and an Agreement of Limited Partnership entered into as of , 2010, by and between Richmond Honan Medical Properties Inc., a Maryland corporation (the “General Partner”), and Lea Richmond, III (the “Original Limited Partner”). This First Amended and Restated Agreement of Limited Partnership is entered into this day of , 2010 among the General Partner and the Limited Partners set forth on Exhibit A hereto, for the purpose of amending and restating the Agreement of Limited Partnership.
FORM OF EMPLOYMENT AGREEMENT [For Executive Officers other than CEO and President]Employment Agreement • October 20th, 2010 • Richmond Honan Medical Properties Inc. • Real estate investment trusts • Georgia
THIS EMPLOYMENT AGREEMENT, effective as of , 2010, between RICHMOND HONAN MEDICAL PROPERTIES INC., a Maryland corporation (the “Company”), and (the “Executive”), recites and provides as follows:
FORM OF TAX PROTECTION AGREEMENTTax Protection Agreement • October 20th, 2010 • Richmond Honan Medical Properties Inc. • Real estate investment trusts • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2010 by and among RICHMOND HONAN MEDICAL PROPERTIES INC., a Maryland corporation (the “REIT”), RICHMOND HONAN MEDICAL PROPERTIES LP, a Delaware limited partnership (the “Partnership”), and (the “Contributor”).
FORM OF EQUITY CONTRIBUTION AGREEMENTEquity Contribution Agreement • August 10th, 2010 • Richmond Honan Medical Properties Inc. • Delaware
This Contribution Agreement (this “Agreement”) is made as of the day of , 2010 by and between the undersigned party ( “Contributor”) and Richmond Honan Medical Properties LP, a Delaware limited partnership (the “Acquirer”).
FORM OF ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • August 10th, 2010 • Richmond Honan Medical Properties Inc. • Georgia
THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”) is made as of this day of , 2010, by and among Richmond Property Management, Inc., a Georgia corporation (“RPM”), Richmond Honan Property Management, LLC, a Georgia limited liability company (“RH Management”) and Richmond Honan Medical Properties LP, a Delaware limited partnership (the “OP”).
RICHMOND HONAN MEDICAL PROPERTIES INC. Stock Award AgreementStock Award Agreement • October 20th, 2010 • Richmond Honan Medical Properties Inc. • Real estate investment trusts • Georgia
THIS STOCK AWARD AGREEMENT (the “Agreement”), dated as of the day of , , governs the Stock Award granted by RICHMOND HONAN MEDICAL PROPERTIES INC., a Maryland real estate investment trust (the “Company”), to (the “Participant”), in accordance with and subject to the provisions of the Richmond Honan Medical Properties 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.
—] Shares RICHMOND HONAN MEDICAL PROPERTIES INC. COMMON STOCK, $0.01 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2010 • Richmond Honan Medical Properties Inc. • Real estate investment trusts • New York
Richmond Honan Medical Properties Inc., a Maryland corporation (the “Company”), and Richmond Honan Medical Properties LP, a Delaware limited partnership (the “Operating Partnership”), propose that the Company will issue and sell to the several Underwriters named in Schedule I annexed hereto (the “Underwriters”) [—] shares of the common stock, $0.01 par value per share, of the Company (the “Firm Shares”).
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 20th, 2010 • Richmond Honan Medical Properties Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of the 15th day of September, 2010 (the “Effective Date”) by and among ZIEGLER HEALTHCARE REAL ESTATE FUND I, LLC, a Delaware limited liability company (“ZHREF I”), ZIEGLER HEALTHCARE REAL ESTATE FUND II, LLC, a Delaware limited liability company (“ZHREF II”), ZIEGLER HEALTHCARE REAL ESTATE FUND III, LLC, a Delaware limited liability company (“ZHREF III”), ZIEGLER HEALTHCARE REAL ESTATE FUND IV, LP, a Delaware limited partnership (“ZHREF IV”) (each, a “Seller” and collectively, the “Sellers”); and RICHMOND HONAN MEDICAL PROPERTIES LP, a Delaware limited partnership (the “Purchaser”).
FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD RICHMOND HONAN MEDICAL PROPERTIES INC. Stock Award AgreementStock Award Agreement • August 10th, 2010 • Richmond Honan Medical Properties Inc. • Georgia
THIS STOCK AWARD AGREEMENT (the “Agreement”), dated as of the day of , 20 , governs the Stock Award granted by RICHMOND HONAN MEDICAL PROPERTIES INC., a Maryland real estate investment trust (the “Company”), to (the “Participant”), in accordance with and subject to the provisions of the Richmond Honan Medical Properties 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.
PURCHASE AND SALE AGREEMENT BY AND AMONG ZIEGLER HEALTHCARE REAL ESTATE FUND I, LLC, a Delaware limited liability company, and ZIEGLER HEALTHCARE REAL ESTATE FUND II, LLC, a Delaware limited liability company, and ZIEGLER HEALTHCARE REAL ESTATE FUND...Purchase and Sale Agreement • August 10th, 2010 • Richmond Honan Medical Properties Inc. • Georgia
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 7th day of July, 2010 (the “Effective Date”) by and among ZIEGLER HEALTHCARE REAL ESTATE FUND I, LLC, a Delaware limited liability company (“ZHREF I”), ZIEGLER HEALTHCARE REAL ESTATE FUND II, LLC, a Delaware limited liability company (“ZHREF II”), ZIEGLER HEALTHCARE REAL ESTATE FUND III, LLC, a Delaware limited liability company (“ZHREF III”), ZIEGLER HEALTHCARE REAL ESTATE FUND IV, LP, a Delaware limited partnership (“ZHREF IV”) (each, a “Seller” and collectively, the “Sellers”); and RICHMOND HONAN MEDICAL PROPERTIES, LP, a Delaware limited partnership (the “Purchaser”).
FORM OF AGREEMENT AND PLAN OF MERGERMerger Agreement • August 10th, 2010 • Richmond Honan Medical Properties Inc. • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of , 2010 by and among , a (the “Investment Entity”), Richmond Honan Medical Properties LP, a Delaware limited partnership (the “OP”) [and , a and wholly owned subsidiary of the OP (the “OP Sub”).]
FORM OF EMPLOYEE RESTRICTED STOCK AWARD RICHMOND HONAN MEDICAL PROPERTIES INC. Stock Award AgreementStock Award Agreement • August 10th, 2010 • Richmond Honan Medical Properties Inc. • Georgia
THIS STOCK AWARD AGREEMENT (the “Agreement”), dated as of the day of , 20 governs the Stock Award granted by RICHMOND HONAN MEDICAL PROPERTIES INC., a Maryland real estate investment trust (the “Company”), to (the “Participant”), in accordance with and subject to the provisions of the Richmond Honan Medical Properties 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.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 10th, 2010 • Richmond Honan Medical Properties Inc. • Georgia
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of the 20th day of July, 2010, by and among (i) Northside Hospital, Inc., a Georgia non-profit corporation (hereinafter referred to as “Seller”), (ii) Richmond Honan Medical Properties LP, a Delaware limited partnership (hereinafter referred to as “Purchaser”), and (iii) Gregory D. Hughes, Esq. (hereinafter referred to as “Escrow Agent”).
