FORM OF CASABLANCA OPTION AGREEMENTCasablanca Option Agreement • November 23rd, 2009 • Omega Healthcare Investors Inc • Real estate investment trusts • Delaware
CASABLANCA OPTION AGREEMENT (this “Option Agreement”), dated as of December __, 2009, by and among CapitalSource Inc., a Delaware corporation (“CapitalSource”), CSE SLB LLC, a Delaware limited liability company (“CSE SLB”), and Omega Healthcare Investors, Inc., a Maryland corporation (the “Buyer”). Capitalized terms used in this Option Agreement shall have the respective meanings ascribed to them in Section 13 hereof. CapitalSource and CSE SLB are collectively referred to herein as the “Sellers.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 23rd, 2009 • Omega Healthcare Investors Inc • Real estate investment trusts • Delaware
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 17, 2009, by and among CapitalSource Inc., a Delaware corporation (“CapitalSource”), CHR HUD Borrower LLC, a Delaware limited liability company (“CHR HUD Borrower”), CSE Mortgage LLC, a Delaware limited liability company (“CSE Mortgage”), CSE SLB LLC, a Delaware limited liability company (“CSE SLB”), CSE SNF Holding LLC, a Delaware limited liability company (“SNF Holding”) and Omega Healthcare Investors, Inc., a Maryland corporation (the “Buyer”). Capitalized terms used in this Agreement shall have the respective meanings ascribed to them in Section 13 hereof. CapitalSource, CHR HUD Borrower, CSE Mortgage, CSE SLB, and SNF Holding are collectively referred to herein as the “Sellers.”
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 23rd, 2009 • Omega Healthcare Investors Inc • Real estate investment trusts • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of [_________], 2009 by and among Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), CapitalSource Inc., a Delaware corporation (“CapitalSource”), [CHR HUD Borrower LLC, a Delaware limited liability company (“CHR HUD Borrower”), CSE Mortgage LLC, a Delaware limited liability company (“CSE Mortgage”), CSE SLB LLC, a Delaware limited liability company (“CSE SLB”) and CSE SNF Holding LLC, a Delaware limited liability company (“CSE SNF”)] [List to include all CapitalSource entities identified at closing to be recipients of shares, whether pursuant to the Transaction Documents or then anticipated inter-company transfers.] CapitalSource, [CHR HUD Borrower, CSE Mortgage, CSE SLB and CSE SNF] [and any others] are collectively referred to herein as the “Stockholders.”
