0001047469-08-010626 Sample Contracts

CapitalSource Healthcare REIT Common Shares of Beneficial Interest UNDERWRITING AGREEMENT dated Banc of America Securities LLC Citigroup Global Markets Inc. Deutsche Bank Securities Inc.
Underwriting Agreement • October 6th, 2008 • CapitalSource Healthcare REIT • Real estate investment trusts • New York

undersigned, either during his or her lifetime or on death, by gift, will or intestate succession to the immediate family of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of his or her immediate family (for purposes of this agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); (ii) any bona fide gifts to any charitable organization; (iii) the transfer or distribution of any or all of the Common Shares owned by the undersigned to any other person or entity, for as long as such other person or entity is an "affiliate" of the undersigned, as defined in Rule 405 under the Securities Act of 1933, as amended (the "Act"); or (iv) the pledge of any or all of the Common Shares or other securities convertible into or exchangeable or exercisable for Common Shares or derivatives of Common Shares owned by the undersigned on the date of the Underwriting Agreem

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MANAGEMENT AGREEMENT by and between CAPITALSOURCE HEALTHCARE REIT and CAPITALSOURCE FINANCE LLC Dated as of October , 2008
Management Agreement • October 6th, 2008 • CapitalSource Healthcare REIT • Real estate investment trusts • Maryland

This MANAGEMENT AGREEMENT, dated as of October , 2008, is by and between CapitalSource Healthcare REIT, a Maryland real estate investment trust (the "Company") and CapitalSource Finance LLC, a Delaware limited liability company (the "Manager").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 6th, 2008 • CapitalSource Healthcare REIT • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October , 2008, is entered into by and between CapitalSource Healthcare REIT, a Maryland real estate investment trust (including its successors, the "Trust"), and CapitalSource Inc., a Delaware corporation ("CSE").

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