0001193125-10-249247 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 5th, 2010 • Sabra Health Care REIT, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of November, 2010, by and between Sabra Health Care REIT, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • November 5th, 2010 • Sabra Health Care REIT, Inc. • Real estate investment trusts • California

THIS TRANSITION SERVICES AGREEMENT (including all schedules and exhibits hereto, this “Agreement”), dated as of November 4, 2010 and effective as of the effective time of the REIT Conversion Merger (as defined below), is entered into by and between SHG Services, Inc., a Delaware corporation (“New Sun”), and Sabra Health Care REIT, Inc., a Maryland corporation (“Sabra”) (each, a “Party” and collectively, the “Parties”).

GUARANTY OF MASTER LEASE
Guaranty of Master Lease • November 5th, 2010 • Sabra Health Care REIT, Inc. • Real estate investment trusts • California

This GUARANTY OF MASTER LEASE (this “Guaranty”), is made and entered into as of the day of , 2010 by SHG SERVICES, INC., a Delaware corporation (“Guarantor”), in favor of (collectively, “Landlord”).

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