0001193125-07-036220 Sample Contracts

VENTAS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • February 22nd, 2007 • Ventas Inc • Real estate investment trusts • Delaware

THIS STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of (the “Effective Date”), by and between VENTAS, INC., a Delaware corporation (the “Company”), and , a non-employee director of the Company (“Optionee”) pursuant to the Ventas, Inc. 2006 Stock Plan for Directors (the “Plan”).

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VENTAS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 22nd, 2007 • Ventas Inc • Real estate investment trusts • Delaware

THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is made and entered into as of the day of , by and between VENTAS, INC., a Delaware corporation (the “Company”), and , a non-employee director of the Company (“Director”), pursuant to the Ventas, Inc. 2006 Stock Plan for Directors (the “Plan”).

VENTAS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 22nd, 2007 • Ventas Inc • Real estate investment trusts • Delaware

THIS RESTRICTED STOCK AGREEMENT (“Agreement”) is made and entered into as of the day of , by and between VENTAS, INC., a Delaware corporation (the “Company”), and , an employee of the Company (“Employee”), pursuant to Ventas, Inc. 2006 Incentive Plan (the “Plan”).

VENTAS, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 22nd, 2007 • Ventas Inc • Real estate investment trusts • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is made and entered into as of the day of , by and between VENTAS, INC., a Delaware corporation (the “Company”), and , a non-employee director of the Company (“Director”), pursuant to the Ventas, Inc. 2006 Stock Plan for Directors (the “Plan”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 22nd, 2007 • Ventas Inc • Real estate investment trusts • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 21, 2006, by and among the entities listed on Annex A hereto (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), Ventas Realty, Limited Partnership, a Delaware limited partnership, and Ventas Capital Corporation, a Delaware corporation (collectively, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to herein (the “Trustee”).

GUARANTY OF AGREEMENT REGARDING LEASES
Guaranty of Agreement Regarding • February 22nd, 2007 • Ventas Inc • Real estate investment trusts • New York

THIS GUARANTY OF AGREEMENT REGARDING LEASES (this “Guaranty”) is made and entered into to be effective as of November 7, 2006 (the “Effective Date”), by SENIOR CARE, INC., a Delaware corporation (“Guarantor”) in favor of VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“VRLP”).

AGREEMENT REGARDING LEASES by and between SENIOR CARE OPERATIONS HOLDINGS, LLC, a Delaware limited liability company and VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership Dated as of November 7, 2006
Agreement • February 22nd, 2007 • Ventas Inc • Real estate investment trusts • Delaware

THIS AGREEMENT REGARDING LEASES (including the exhibits hereto as it or they may be amended from time to time, and including the exhibits hereto, this “Agreement”) is made the 7th day of November, 2006, by and between VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware partnership (“VRLP”), and SENIOR CARE OPERATIONS HOLDINGS, LLC, a Delaware limited liability company (“SCT Holdings”), and is joined herein for certain limited purposes by the SCT Lessees (as defined below).

VENTAS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • February 22nd, 2007 • Ventas Inc • Real estate investment trusts • Delaware

THIS STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of (the “Effective Date”) by and between VENTAS, INC., a Delaware corporation (the “Company”), and , an employee of the Company (“Optionee”) pursuant to the Ventas, Inc. 2006 Incentive Plan (the “Plan”).

January 14, 2007
Alliance Agreement • February 22nd, 2007 • Ventas Inc • Real estate investment trusts • New York

In connection with our contemplated acquisition of the assets of the REIT, this letter will serve to memorialize our agreement with regard to the following matters:

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