REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 15th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 31, 2014, by and among MedEquities Realty Trust, Inc., a Maryland corporation (together with any successor entity thereto, the “Company”); FBR Capital Markets & Co., a Delaware corporation, as the initial purchaser/placement agent (“FBR”) for the benefit of FBR, the purchasers of the Company’s common stock, $0.01 par value per share (the “Common Stock”), as participants (the “Participants”) in the private placement by the Company of shares of its Common Stock, and the direct and indirect transferees of FBR and each of the Participants.
MEDEQUITIES REALTY TRUST, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Tennessee
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 31, 2014, 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 201 Seaboard Lane, Suite 100, Franklin, Tennessee 37067, and William C. Harlan, residing at the address on file with the Company (the “Employee”).
BlueMountain Capital Management, LLCBluemountain Rights Agreement • June 15th, 2015 • 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.
MEDEQUITIES REALTY TRUST, INC.Stock Units Agreement • June 15th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts
MedEquities Realty Trust, a Maryland corporation (the “Company”), hereby grants stock units (“Stock Units”) for shares of its common stock, $0.01 par value per share (“Common Stock”), to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2014 Equity Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms used but not defined herein shall have the meanings given them in the Plan.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 15th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is made on July 28, 2014 by and between KENTFIELD THCI HOLDING COMPANY, LLC (“Owner”) and 1125 SIR FRANCIS DRAKE BOULEVARD OPERATING COMPANY, LLC (“Operator”) (collectively, the “Seller”), and MEDEQUITIES REALTY TRUST, INC. (the “Buyer”). This Amendment will be effective as of the date upon which it is last executed by Seller or Buyer, as indicated by their signatures below (the “Effective Date”).
MEDEQUITIES REALTY TRUST, INC.Restricted Stock Agreement • June 15th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Maryland
MedEquities Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants shares of its common stock, $0.01 par value per share (“Common Stock”), to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2014 Equity Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms used but not defined herein shall have the meanings given them in the Plan.
MEDEQUITIES REALTY TRUST, INC.Restricted Stock Agreement • June 15th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Maryland
MedEquities Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants shares of its common stock, $0.01 par value per share (“Common Stock”), to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2014 Equity Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms used but not defined herein shall have the meanings given them in the Plan.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 15th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2014, by and among MedEquities Realty Trust, Inc., a Maryland corporation (the “Company”), and the undersigned Purchasers (each a “Purchaser” and together the “Purchasers”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MEDEQUITIES REALTY OPERATING PARTNERSHIP, LP THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES...Limited Partnership Agreement • June 15th, 2015 • MedEquities Realty Trust, Inc. • Real estate investment trusts • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of July 31, 2014, (the “Agreement”) is entered into by and among MedEquities OP GP, LLC, a Delaware limited liability company, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in MedEquities Realty Operating Partnership, LP (the “Partnership”) as provided herein.
