CONTRIBUTION AND PURCHASE AGREEMENT for the purchase of ownership interests in the entities set forth on Exhibit A-1 hereto by and among ERC SUB, L.P., a Delaware limited partnership, and the sellers set forth on Exhibit A-1 hereto Dated as of...Contribution and Purchase Agreement • January 4th, 2008 • Care Investment Trust Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AND PURCHASE AGREEMENT (“Agreement”) is dated as of December 31, 2007, and is entered into by and among ERC Sub, L.P. (“Buyer”), a Delaware limited partnership; and CAMBRIDGE B/R, INC. (the “Baton Rouge Seller”), a Louisiana corporation; CAMBRIDGE-GREENVILLE DALLAS, LLC (the “Walnut Hill Seller”), a Delaware limited liability company; PMC CAMBRIDGE OF PLANO, LTD. (the “Plano Seller”), a Texas limited partnership; CAMBRIDGE-CROWN ATRIUM, LLC (the “Westgate Seller”), a Delaware limited liability company; CAMBRIDGE-NORTH TEXAS HOLDINGS, LLC (the “Southlake Hospital Seller”), a Delaware limited liability company; and JEAN-CLAUDE SAADA (“Saada”) (each a “Seller” and collectively “Sellers”). The entities set forth on Exhibit A-2 hereto (each a “Managing Owner” and collectively the “Managing Owners”) join herein solely for the purpose of manifesting their respective agreements with Section 5.5 and Articles III and VI hereof. Cambridge Holdings Incorporated (“CHI”), a Delawar
