0001188112-09-002666 Sample Contracts

CASABLANCA OPTION AGREEMENT
Option Agreement • December 29th, 2009 • Omega Healthcare Investors Inc • Real estate investment trusts • Delaware

CASABLANCA OPTION AGREEMENT (this “Option Agreement”), dated as of December 22, 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.”

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 29th, 2009 • Omega Healthcare Investors Inc • Real estate investment trusts • Delaware

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of December 22, 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”), CSE SNF Holding LLC, a Delaware limited liability company (“CSE SNF”) and CapitalSource Healthcare REIT, a Maryland real estate investment trust (“CSH REIT”). CapitalSource, CHR HUD Borrower, CSE Mortgage, CSE SLB, CSE SNF and CSH REIT are collectively referred to herein as the “Stockholders.”

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