Physicians Realty Trust Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • April 7th, 2016 • Physicians Realty Trust • Real estate investment trusts • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 14th, 2013 • Physicians Realty Trust • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), and (“Indemnitee”).

PHYSICIANS REALTY TRUST Common Shares ($0.01 par value per share) At Market Issuance Sales Agreement
Physicians Realty Trust • August 19th, 2014 • Real estate investment trusts • New York

Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), and Physicians Realty L.P., a Delaware limited partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”), with KeyBanc Capital Markets Inc. (“Agent”), as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • October 20th, 2023 • Physicians Realty Trust • Real estate investment trusts • Wisconsin

THIS EMPLOYMENT AGREEMENT (the “Agreement”), by and between PHYSICIANS REALTY TRUST, a Maryland trust (the “Company”), and JEFFREY N. THEILER (the “Executive”) is entered into and effective on this 20th day of October, 2023 (the “Effective Date”).

PHYSICIANS REALTY TRUST Common Shares ($0.01 par value per share) At Market Issuance Sales Agreement
Physicians Realty Trust • August 19th, 2014 • Real estate investment trusts • New York

Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), and Physicians Realty L.P., a Delaware limited partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”), with RBC Capital Markets, LLC (“Agent”), as follows:

AGREEMENT AND PLAN OF MERGER by and among HEALTHPEAK PROPERTIES, INC., ALPINE SUB, LLC, ALPINE OP SUB, LLC, PHYSICIANS REALTY TRUST, and PHYSICIANS REALTY L.P. Dated as of October 29, 2023
Agreement and Plan of Merger • October 30th, 2023 • Physicians Realty Trust • Real estate investment trusts • Maryland

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 29, 2023, is made by and among Healthpeak Properties, Inc., a Maryland corporation (“Parent”), Alpine Sub, LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent (“Alpine Sub”), Alpine OP Sub, LLC, a Maryland limited liability company and wholly owned subsidiary of Parent OP (“Alpine OP Sub”, and, together with Alpine Sub and Parent, the “Parent Parties”), Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), and Physicians Realty L.P., a Delaware limited partnership (the “Partnership” and, together with the Company, the “Company Parties”). Parent, Alpine Sub, Alpine OP Sub, the Company and the Partnership are each sometimes referred to herein as a “Party” and, collectively, as the “Parties”.

EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2015 • Physicians Realty Trust • Real estate investment trusts • Wisconsin

THIS EMPLOYMENT AGREEMENT (the “Agreement”), by and between PHYSICIANS REALTY TRUST, a Maryland trust, (the “Company”), and BRADLEY D. PAGE (the “Executive”) is entered into this 8th day of January, 2015 to be effective as of February 2, 2015 (the “Effective Date”).

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHYSICIANS REALTY L.P. (a Delaware limited partnership)
Agreement • June 14th, 2013 • Physicians Realty Trust • Real estate investment trusts • Delaware

Physicians Realty L.P. (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 , 2013 and an Agreement of Limited Partnership entered into as of March , 2013 (the “Original Agreement”), by and between Physicians Realty Trust, a real estate Maryland trust (the “General Partner”), and Physicians Realty Trust, a Maryland real estate investment trust (the “Original Limited Partner”). This First Amended and Restated Agreement of Limited Partnership is entered into this day of , 2013 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.

] Common Shares PHYSICIANS REALTY TRUST Common Shares of Beneficial Interest UNDERWRITING AGREEMENT
Underwriting Agreement • December 2nd, 2013 • Physicians Realty Trust • Real estate investment trusts • New York

Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), agrees with Wunderlich Securities, Inc. (the “Representative”) as the representative of the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) to issue and sell to the several Underwriters [ ] shares (the “Firm Securities”) of its common shares of beneficial interest, par value $0.01 per share (the “Securities”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] additional shares of its Securities (the “Optional Securities”) as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Upon receipt of the net proceeds of (a) the sale of the Firm Securities on the First Closing Date (as defined below) and (b) any and all Optional Securities on each Optional Closing Date (as defined below), the Company will contribute such net proceeds to

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHYSICIANS REALTY L.P. (a Delaware limited partnership)
Physicians Realty Trust • February 6th, 2015 • Real estate investment trusts • Delaware

Physicians Realty L.P. (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 June 10 , 2013 and an Agreement of Limited Partnership entered into as of June 10, 2013 (the “Original Agreement”), by and between Physicians Realty Trust, a real estate Maryland trust (the “General Partner”), and Physicians Realty Trust, a Maryland real estate investment trust (the “Original Limited Partner”). The First Amended and Restated Agreement of Limited Partnership was entered into as of July 24, 2013 (the “First A&R Agreement”) among the General Partner and the Limited Partners. This Second Amended and Restated Agreement of Limited Partnership is entered into this 5th of February 2015 among the General Partner and the Limited Partners set forth on Exhibit A hereto, for the purpose of amending and restating the First A&R Agreement.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 28th, 2015 • Physicians Realty Trust • Real estate investment trusts • New York

This CREDIT AGREEMENT, dated as of September 18, 2014 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among PHYSICIANS REALTY L.P., a Delaware limited partnership (the “Borrower”), PHYSICIANS REALTY TRUST, a Maryland real estate investment trust (the “Parent”), certain Subsidiaries of the Borrower from time to time party hereto, as Guarantors, the Lenders from time to time party hereto, and KEYBANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, “Administrative Agent”).

PHYSICIANS REALTY TRUST Common Shares ($0.01 par value per share) At Market Issuance Sales Agreement
Physicians Realty Trust • May 7th, 2021 • Real estate investment trusts • New York

Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), and Physicians Realty L.P., a Delaware limited partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”), with BMO Capital Markets Corp., Credit Agricole Securities (USA) Inc., KeyBanc Capital Markets Inc., Raymond James & Associates, Inc. and Stifel, Nicolaus & Company, Incorporated as sales agents for the Company and/or forward sellers (each, an “Agent” and collectively, the “Agents”) and Bank of Montreal, Crédit Agricole Corporate and Investment Bank, KeyBanc Capital Markets

CONTRIBUTION AGREEMENT by and among PHYSICIANS REALTY L.P., PHYSICIANS REALTY TRUST, and ZIEGLER HEALTHCARE REAL ESTATE FUND IV, LP Dated as of June 19, 2013
Contribution Agreement • June 20th, 2013 • Physicians Realty Trust • Real estate investment trusts • Delaware

THIS CONTRIBUTION AGREEMENT is made and entered into as of June 19, 2013 (this “Agreement”), by and among Physicians Realty Trust, a Maryland real estate investment trust (the “REIT”), Physicians Realty L.P., a Delaware limited partnership (the “Operating Partnership”) and a subsidiary of the REIT, and Ziegler Healthcare Real Estate Fund IV, LP, a Delaware limited partnership (the “Contributor”). Certain capitalized terms are defined in Section 6.02 of this Agreement.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 24, 2021 among PHYSICIANS REALTY L.P., as Borrower, PHYSICIANS REALTY TRUST, as Guarantor THE LENDERS PARTY HERETO, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent KEYBANC CAPITAL...
Credit Agreement • September 28th, 2021 • Physicians Realty Trust • Real estate investment trusts • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 24, 2021 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among PHYSICIANS REALTY L.P., a Delaware limited partnership (the “Borrower”), PHYSICIANS REALTY TRUST, a Maryland real estate investment trust (the “Parent”), as Guarantor, the Lenders from time to time party hereto, and KEYBANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, “Administrative Agent”).

AGREEMENT OF SALE AND PURCHASE FOUNDATION BARIATRIC REAL ESTATE OF SAN ANTONIO, LLLP (SELLER), DOC-FSH SAN ANTONIO HOSPITAL, LLC (BUYER)
Agreement of Sale and Purchase • May 7th, 2014 • Physicians Realty Trust • Real estate investment trusts • Texas
RESTRICTED SHARE AWARD AGREEMENT PHYSICIANS REALTY TRUST
Restricted Share Award Agreement • March 12th, 2015 • Physicians Realty Trust • Real estate investment trusts
RESTRICTED SHARE AWARD AGREEMENT PHYSICIANS REALTY TRUST AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN
Restricted Share Award Agreement • October 30th, 2023 • Physicians Realty Trust • Real estate investment trusts
RESTRICTED SHARE UNIT AWARD AGREEMENT PHYSICIANS REALTY TRUST
Restricted Share Unit Award Agreement • October 30th, 2023 • Physicians Realty Trust • Real estate investment trusts
RESTRICTED SHARE UNIT AWARD AGREEMENT PHYSICIANS REALTY TRUST
Restricted Share Unit Award Agreement • March 12th, 2015 • Physicians Realty Trust • Real estate investment trusts
FOURTH SUPPLEMENTAL INDENTURE DATED AS OF MARCH 1, 2024 BY AND AMONG DOC DR, LLC as Issuer, DOC DR HOLDCO, LLC, HEALTHPEAK OP, LLC, and HEALTHPEAK PROPERTIES, INC. as Guarantors AND as Trustee FOURTH SUPPLEMENTAL TO THE SENIOR INDENTURE DATED AS OF...
Fourth Supplemental Indenture • March 1st, 2024 • Physicians Realty Trust • Real estate investment trusts

This FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made and entered into as of March 1, 2024 among DOC DR, LLC, a Maryland limited liability company (the “Issuer”), DOC DR Holdco, LLC, a Maryland limited liability company (the “Existing Guarantor”), Healthpeak OP, LLC, a Maryland limited liability company (“Healthpeak OP”), Healthpeak Properties, Inc., a Maryland corporation (“Healthpeak Properties” and, together with Healthpeak OP, the “Healthpeak Guarantors” and, together with the Existing Guarantor, the “Guarantors”), and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the Base Indenture (as defined below).

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PERFORMANCE-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT PHYSICIANS REALTY TRUST
Restricted Share Unit Award Agreement • February 26th, 2021 • Physicians Realty Trust • Real estate investment trusts
consent and THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 1st, 2024 • Physicians Realty Trust • Real estate investment trusts • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 24, 2021, as amended _______, 2023 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among DOC DR, LLC (as successor to PHYSICIANS REALTY L.P.), a DelawareMaryland limited partnershipliability company (the “Borrower”), DOC DR HOLDCO, LLC (as successor to PHYSICIANS REALTY TRUST), a Maryland real estate investment trustlimited liability company (the “Parent”), as GuarantorHEALTHPEAK PROPERTIES, INC., a Maryland corporation (“Healthpeak”), and HEALTHPEAK OP, LLC, a Maryland limited liability company (“Healthpeak OP”), as Guarantors, the Lenders from time to time party hereto, and KEYBANK NATIONAL ASSOCIATION, as administrative agent (in such capacity, “Administrative Agent”).

RESTRICTED SHARE AWARD AGREEMENT PHYSICIANS REALTY TRUST
Restricted Share Award Agreement • June 20th, 2013 • Physicians Realty Trust • Real estate investment trusts
PHYSICIANS REALTY L.P., as Issuer PHYSICIANS REALTY TRUST, as Parent Guarantor $45,000,000 4.43% Senior Notes, Series B, due January 7, 2026 $45,000,000 4.57% Senior Notes, Series C, due January 7, 2028 $45,000,000 4.74% Senior Notes, Series D, due...
Purchase and Guarantee Agreement • February 22nd, 2024 • Physicians Realty Trust • Real estate investment trusts

This Third Amendment, dated as of February 9, 2024 (this “Third Amendment”), to the Note Purchase and Guarantee Agreement, dated as of January 7, 2016, is among Physicians Realty L.P., a Delaware limited partnership (the “Issuer”), Physicians Realty Trust, a Maryland real estate investment trust (the “Parent Guarantor” and, together with the Issuer, the “Obligors”), and each of the institutions which is a signatory to this Third Amendment (collectively, the “Noteholders”).

AGREEMENT OF SALE AND PURCHASE OCTOPODS, LLC (SELLER) PHYSICIANS REALTY L.P. (BUYER) PROPERTY: 60160 BODNAR BOULEVARD, MISHAWAKA, IN EFFECTIVE DATE: JANUARY 29, 2014
Agreement of Sale and Purchase • May 7th, 2014 • Physicians Realty Trust • Real estate investment trusts • Wisconsin

THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement”) is made by and between OCTOPODS, LLC, an Indiana limited liability company (“Seller”), and PHYSICIANS REALTY L.P., a Delaware limited partnership or its assignee(s) or nominee(s) (“Buyer”). This Agreement is to be effective as of the date on which Buyer receives this Agreement and the Escrow Agreement (as defined below) executed by Seller (the “Effective Date”). Buyer shall provide Seller with written notice of the Effective Date of this Agreement.

Contract
Credit Agreement • April 3rd, 2023 • Physicians Realty Trust • Real estate investment trusts • New York
SECOND AMENDMENT TO AGREEMENT OF SALE AND PURCHASE
Agreement of Sale and Purchase • May 7th, 2014 • Physicians Realty Trust • Real estate investment trusts

This Second Amendment to Agreement of Sale and Purchase (the “Amendment”) is made this 30th day of April, 2014 by and between Octopods, LLC (the “Seller”) and Physicians Realty L.P. (the “Buyer”).

MASTER TRANSACTION AGREEMENT BY AND AMONG PHYSICIANS REALTY L.P. AND LANDMARK HEALTHCARE COMPANIES LLC October 1, 2021
Master Transaction Agreement • October 6th, 2021 • Physicians Realty Trust • Real estate investment trusts • New York

THIS MASTER TRANSACTION AGREEMENT (this “Agreement”), dated October 1, 2021 (the “Effective Date”), is made and entered into by and among PHYSICIANS REALTY L.P., a Delaware limited partnership (“PRLP”), and Landmark Healthcare Companies LLC, a Delaware limited liability company (“Landmark”). Landmark and PRLP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RESTRICTED SHARE UNIT AWARD AGREEMENT PHYSICIANS REALTY TRUST
Restricted Share Unit Award Agreement • March 12th, 2015 • Physicians Realty Trust • Real estate investment trusts
ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE AND PURCHASE
Assignment and Assumption of Agreement of Sale and Purchase • November 12th, 2013 • Physicians Realty Trust • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF SALE AND PURCHASE (this “Assignment”) is made by and between FOUNDATION SURGICAL HOSPITAL AFFILIATES, L.L.C., a Nevada limited liability company (“Assignor”), and DOC-FSH EL PASO MEDICAL CENTER, LLC, a Wisconsin limited liability company (“Assignee”) (collectively, the “Parties”), this day of , 2013.

MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • July 3rd, 2013 • Physicians Realty Trust • Real estate investment trusts

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is made and entered into as of this 24th day of June, 2013 (the “Effective Date”), by and among BIRDIE ZONE, L.L.C., an Arizona limited liability company (“Seller”), PHYSICIANS REALTY L.P., a Delaware limited partnership (“Buyer’), ZIEGLER HEALTHCARE REAL ESTATE FUND I, LLC, a Delaware limited liability company (“ZHREF I”), and ZIEGLER – ARIZONA 23, LLC, a Wisconsin limited liability company (the “Company”).

FIRST AMENDMENT TO SHARED SERVICES AGREEMENT
Shared Services Agreement • August 6th, 2014 • Physicians Realty Trust • Real estate investment trusts

THIS FIRST AMENDMENT TO SHARED SERVICES AGREEMENT (this “Amendment”) dated July 31, 2014, with an effective of July 24, 2014 (the “Effective Date”) is entered into by and among B.C. ZIEGLER AND COMPANY, a Wisconsin corporation (“Ziegler”), PHYSICIANS REALTY TRUST, a Maryland real estate investment trust (the “REIT”) and PHYSICIANS REALTY L.P., a Delaware limited partnership (the “Operating Partnership”)(the REIT and the Operating Partnership, collectively referred to herein as “PRT”).

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