0001193125-03-078679 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2003 • Health Care Property Investors Inc • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 1, 2003, is entered into by and between Health Care Property Investors, Inc., a Maryland corporation (the “Company”), and the parties identified on the signature page hereof as a “Unitholder” (collectively, the “Unitholders”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 12th, 2003 • Health Care Property Investors Inc • Real estate investment trusts • Tennessee

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of October 1, 2003 (the “Effective Date”) by and between HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCPI”), and CHARLES A. ELCAN (“Executive”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/TENNESSEE, LLC a Delaware limited liability company Dated as of October 2, 2003
Limited Liability Company Agreement • November 12th, 2003 • Health Care Property Investors Inc • Real estate investment trusts • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is made and entered into as of October 2, 2003, by and among Health Care Property Investors, Inc., a Maryland corporation, and the Persons whose names are set forth on Exhibit A as attached hereto, for the purpose of setting forth and confirming certain terms, conditions and provisions regarding the management and business of HCPI/Tennessee, LLC, a Delaware limited liability company, the regulation and governance of its affairs, and the rights and privileges of its Members.

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