AMENDED AND RESTATED NATIONWIDE HEALTH PROPERTIES, INC. STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • Maryland
This amended and restated stock unit award agreement, effective as of December 31, 2008, hereby amends and restates that certain stock unit award agreement dated as of April 23, 2007 (the “Prior Agreement”), by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Corporation”) and Abdo H. Khoury (the “Executive”), with reference to the following:
SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NHP/PMB L.P.Amended and Restated Agreement of Limited Partnership • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • Delaware
This SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NHP/PMB L.P., dated as of February 9, 2009 (this “Amendment”), is being executed by NHP/PMB GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of NHP/PMB L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Partnership Agreement (as defined below).
NINTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONSFormation and Contribution Agreement • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • California
THIS NINTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into as of August 27, 2008, by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“NHP”), (ii) NHP/PMB L.P., a Delaware limited partnership (the “Operating Partnership”), (iii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“PMB LLC”), (iv) PMB CHULA VISTA LLC, a California limited liability company (“Vista LLC”), (v) LILIHA PARTNERS L.P., a California limited partnership (“Liliha LP”), (vi) THE PLAZA AT WASHOE, LLC, a Nevada limited liability company (“Washoe LLC”), (vii) THE TERRACE AT SOUTH MEADOWS, LLC, a Nevada limited liability company (“Terrace LLC”), (viii) PMB BURBANK #2 LLC, a California limited liability company (“Burbank 2 LLC”), (ix) PDP ORANGE LLC, a Delaware limited liability company (“Orange LLC”), (x) PDP MISSION VIEJO LLC, a Delaware limited liability company (“Mission LLC”), (xi) PDP POMERADO
EIGHTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONSFormation and Contribution Agreement • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • California
THIS EIGHTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into as of July 25, 2008, by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“NHP”), (ii) NHP/PMB L.P., a Delaware limited partnership (the “Operating Partnership”), (iii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“PMB LLC”), (iv) PMB CHULA VISTA LLC, a California limited liability company (“Vista LLC”), (v) LILIHA PARTNERS L.P., a California limited partnership (“Liliha LP”), (vi) THE PLAZA AT WASHOE, LLC, a Nevada limited liability company (“Washoe LLC”), (vii) THE TERRACE AT SOUTH MEADOWS, LLC, a Nevada limited liability company (“Terrace LLC”), (viii) PMB BURBANK #2 LLC, a California limited liability company (“Burbank 2 LLC”), (ix) PDP ORANGE LLC, a Delaware limited liability company (“Orange LLC”), (x) PDP MISSION VIEJO LLC, a Delaware limited liability company (“Mission LLC”), (xi) PDP POMERADO L
FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NHP/PMB L.P.Amended and Restated Agreement of Limited Partnership • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • Delaware
This FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NHP/PMB L.P., dated as of May 12, 2008 (this “Amendment”), is being executed by NHP/PMB GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of NHP/PMB L.P., a Delaware limited partnership (the “Partnership”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Partnership Agreement (as defined below).
TENTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONSFormation and Contribution Agreement • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • California
NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
SIXTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONSFormation and Contribution Agreement • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • California
THIS SIXTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment“) is made and entered into as of May 12, 2008, by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“NHP“), (ii) NHP/PMB L.P., a Delaware limited partnership (the “Operating Partnership”), (iii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“PMB LLC“), (iv) PMB SPE SANTA CLARITA LLC, a California limited liability company (“Clarita LLC“), (v) PMB CHULA VISTA LLC, a California limited liability company (“Vista LLC“), (vi) LILIHA PARTNERS L.P., a California limited partnership (“Liliha LP“), (vii) ST. FRANCIS-LYNWOOD MEDICAL PLAZA L.P., a California limited partnership (“Francis LP“), (viii) EDEN MEDICAL PLAZA LP, a California limited partnership (“Eden LP“), (ix) PMB BURBANK #1 LLC, a California limited liability company (“Burbank 1 LLC“), (x) SAN GABRIEL VALLEY MEDICAL PLAZA LLC, a California limited liability company (“SG Valley L
GUARANTY OF OBLIGATIONSGuaranty of Obligations • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • California
THIS GUARANTY OF OBLIGATIONS (this “Guaranty”) is executed as of September 18, 2008 by JEFFREY L. RUSH, an individual, MARK D. TOOTHACRE, an individual, ELIZABETH A. POWELL, an individual, KIMBERLY B. COCHRANE, an individual, and ROBERT A. ROSENTHAL, an individual (collectively, “Guarantor”), in favor of NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“Lender”).
SEVENTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONSFormation and Contribution Agreement • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • California
THIS SEVENTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into as of June 24, 2008, by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“NHP”), (ii) NHP/PMB L.P., a Delaware limited partnership (the “Operating Partnership”), (iii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“PMB LLC”), (iv) PMB CHULA VISTA LLC, a California limited liability company (“Vista LLC”), (v) LILIHA PARTNERS L.P., a California limited partnership (“Liliha LP”), (vi) THE PLAZA AT WASHOE, LLC, a Nevada limited liability company (“Washoe LLC”), (vii) THE TERRACE AT SOUTH MEADOWS, LLC, a Nevada limited liability company (“Terrace LLC”), (viii) PMB BURBANK #2 LLC, a California limited liability company (“Burbank 2 LLC”), (ix) PDP ORANGE LLC, a Delaware limited liability company (“Orange LLC”), (x) PDP MISSION VIEJO LLC, a Delaware limited liability company (“Mission LLC”), (xi) PDP POMERADO
NATIONWIDE HEALTH PROPERTIES, INC. [FORM OF] 1989 STOCK OPTION PLAN AS AMENDED AND RESTATED APRIL 20, 2001 STOCK OPTION AGREEMENTStock Option Agreement • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts
THIS STOCK OPTION AGREEMENT is entered into as of this [ ] day of [ ], [ ], between NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (hereinafter called the “Corporation”), and [ ], an officer, director and/or employee of the Corporation or one of its subsidiaries (hereinafter called “Optionee”).
