0001193125-16-712729 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 19th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Maryland

This INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [●], 201[●], by and among MEDEQUITIES REALTY TRUST, INC., a Maryland corporation (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”).

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MEDEQUITIES REALTY TRUST, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 19th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Tennessee

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 15, 2016, by and among MedEquities Realty Trust, Inc., a Maryland corporation (“MedEquities”), and MedEquities Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with MedEquities, the “Company”), each with its principal place of business at 3100 West End Avenue, Suite 1000, Nashville, Tennessee 37203, and William C. Harlan, residing at the address on file with the Company (the “Employee”) is an amendment and restatement of the Amended and Restated Employment Agreement by and among the Company and the Employee, dated August 13, 2015.

BlueMountain Capital Management, LLC
Bluemountain Rights Agreement • September 19th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Maryland

Reference is made to that certain preliminary offering memorandum, dated July 1, 2014, as supplemented by the preliminary offering memorandum supplement dated the date hereof (the “OM”), of MedEquities Realty Trust, Inc. (the “Company”) describing an offering by the Company of its common stock, par value $0.01 per share, pursuant to various exemptions from registration under the Securities Act of 1933, as amended (the “Offering”). Capitalized terms used herein but not herein defined shall have the meanings given to such terms in the OM.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 19th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 9, 2016, by and among MEDEQUITIES REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Borrower”), EACH OF THE ENTITIES IDENTIFIED AS “GUARANTORS” ON THE SIGNATURE PAGES OF THIS AMENDMENT (collectively, the “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), individually and as Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”), and EACH OF THE OTHER “LENDERS” WHICH ARE SIGNATORIES HERETO (together with KeyBank in its capacity as a Lender, hereinafter referred to collectively as the “Lenders”).

MEDEQUITIES REALTY TRUST, INC. A MARYLAND CORPORATION SECURITIES PURCHASE AGREEMENT Dated as of March 11, 2015
Securities Purchase Agreement • September 19th, 2016 • MedEquities Realty Trust, Inc. • Real estate investment trusts • New York

SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 11 2015, is entered into by and among MEDEQUITIES REALTY TRUST, INC., a Maryland corporation (the “Company”), and CARTER/VALIDUS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Investor”) Capitalized terms used in this Agreement shall have the meanings set forth in Section 7 of this Agreement.

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