Exhibit 4.29


ACKNOWLEDGMENT AND CONSENT

(HCPI)


THIS ACKNOWLEDGMENT AND CONSENT (“Agreement”)
dated as of May 11, 2007 is by and among Zions First National Bank, a national
banking association (“Lender”); KC
Gardner Company, L.C., a Utah limited liability company (“Borrower”);
HCPI/Utah, LLC, a Delaware limited liability company (the “Down REIT
Sub”); Gardner Property Holdings, L.C., a Utah limited liability
company (“Pledgor”); and Health Care Property
Investors, Inc., a Maryland corporation (“HCPI”).


RECITALS:


A.            The Pledgor is a Non-Managing Member
of the Down REIT Sub pursuant to that certain Amended and Restated Limited
Liability Company Agreement of HCPI/Utah, LLC, dated as of January 20, 1999 (as
amended, the “LLC Agreement”). Further, the
Pledgor holds all right, title and interest in one hundred fifty thousand three
hundred two (150,302) Non-Managing Member Units (collectively, “Pledged Units”) of the Down REIT Sub pursuant to that
certain Assignment of Non-Managing Member Units (“HCPI
Assignment Agreement”), dated as of December 31, 2006, by and among
the Pledgor and each of the other entities that is a signatory to the HCPI
Assignment Agreement under the collective designation “Assignor.”
As of the date of this Agreement, the Pledged Units are evidenced by the LLC
Unit Certificates referred to on Exhibit A (collectively, the “Certificates”). All references herein to the Pledged Units
shall include all additional or substituted Non-Managing Member Units, from
time to time pledged to Lender pursuant to the Loan, as defined below, and all
references herein to the Certificates shall include the Certificates related to
such additional or substituted Non-Managing Member Units.


B.            Lender is a party to that certain
loan arrangement, dated as of the date hereof, by and between Borrower and
Lender (as hereafter amended, supplemented or otherwise modified from time to
time, the “Loan”), whereby Lender has agreed
to lend to Borrower from time to time, on a revolving basis, an amount not to
exceed $15,000,000.00 as presently established.


C.            The Loan is secured by, inter alia,
(i) all of the Pledgor’s right, title and interest in the Pledged Units, and
(ii) all of Pledgor’s registration rights with respect to the Pledged Units
that Pledgor acquired pursuant to Section 3 of the HCPI Assignment Agreement,
which rights are set forth with particularity in the Registration Rights
Agreements described in Exhibit B to the HCPI Assignment Agreement
(individually and collectively, “Registration Rights
Agreement”). The Loan is also secured by similar collateral security
pertaining to HCPI/Utah II, LLC, a Delaware limited liability company (“HCPI/Utah II, LLC”) as confirmed in the Acknowledgment and
Consent, dated as of the date hereof, among Lender, Borrower, Pledgor, HCPI,
and HCPI/Utah II, LLC.


D.            The parties hereto desire to enter into this
Agreement for the purpose of setting forth certain agreements among Lender,
Borrower, Pledgor, HCPI and the Down REIT Sub with respect to the Collateral.













E.             Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to them in the LLC
Agreement.


AGREEMENT


NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


1.             Definitions.
As used in this Agreement, the following terms shall have the meanings
hereinafter set forth unless the context shall otherwise require.


a.             “Collateral”
shall mean, collectively, the Pledged Units, the Pledged Shares and any and all
securities issued or issuable on the conversion or redemption of the Pledged
Units or Pledged Shares, or cash or other distributions of every kind in
respect of any of the foregoing.


b.             “Commission”
shall mean the Securities and Exchange Commission.


c.             “Default”
shall mean any “Event of Default” as that term is
defined in the Promissory Note.


d.             “Material
Adverse Effect” shall mean (i) an adverse condition or event material
to, (ii) a material adverse effect on, or (iii) a material adverse change in,
as the case may be, any one or more of the following: (A) the business, assets,
results of operations, financial condition or prospects of HCPI or the Down
REIT Sub, as the case may be, or (B) the ability of HCPI or the Down REIT Sub,
as the case may be, to perform its obligations under any material contract to
which it is a party.


e.             “Pledged
Shares” shall mean REIT Shares which are exchanged by HCPI for any
Pledged Units which are tendered to HCPI, as the Managing Member of the Down
REIT Sub, pursuant to the exchange provisions set forth in Section 8.6 of the
LLC Agreement, as the same are amended as provided in Section 7.b.i below.


f.              “Promissory
Note” shall mean that certain promissory note in the principal
amount of $15,000,000.00, executed by Borrower in favor of Lender in connection
with the Loan.


g.             “Registration
Rights” shall mean a Pledgor’s rights under the Registration Rights
Agreement, as supplemented and modified in Section 7.b below.


h.             “S-3
Expiration Date” means the date on which Form S-3 (or a similar
successor form of registration statement) is not available to HCPI for the
registration of REIT Shares pursuant to the Securities Act.



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i.              “Securities
Act” shall mean the Securities Act of 1933, as amended.


2.             Acknowledgment
of Pledge.


a.             HCPI and the Down REIT Sub hereby
agree, acknowledge and approve, as being subject to, but complying with Section
11.3 of the LLC Agreement, (i) the grant by Pledgor to Lender of a security
interest in the Collateral pursuant to the Loan, and (ii) subject to Section
7.a below, the Transfer, to Lender or other purchaser at foreclosure, of the
Pledged Units upon foreclosure (or transfer in lieu of foreclosure, with each
reference herein to foreclosure to include such a transfer) thereon by Lender
under or pursuant to the Loan; provided, however, that such acknowledgement and
approval of the Down REIT Sub is not, and shall not be construed to be, the
consent to or approval of any other Transfer in the event Lender or other
purchaser at foreclosure becomes the owner of any of the Pledged Units. HCPI
agrees to note in its and the Down REIT Sub’s books and records that the
Pledgor has granted to Lender a security interest in the Collateral and agrees
that upon delivery to HCPI by Lender of the Certificates evidencing ownership
of the Pledged Units, together with original unit powers duly executed by
Pledgor in blank in the form attached hereto as Exhibit B, if requested by
Lender, HCPI will register in its books and records, or the books and records
of the Down REIT Sub, ownership of such Pledged Units in the name of Lender or
its nominee. HCPI agrees that it will not register the Pledged Units (or any
entitlement to any dividend, distribution or other proceeds thereof) into the
name of any person other than Pledgor or recognize any person other than
Pledgor as the owner of such Pledged Units, without the prior written consent
of Lender.


b.             HCPI and the Down REIT Sub agree
that notwithstanding Section 11.3.D of the LLC Agreement, they will not require
an opinion of counsel in order for the Down REIT Sub and HCPI to recognize the
Pledgor’s pledge of the Pledged Units and the grant of a security interest to
Lender in the Collateral.


c.             HCPI and the Down REIT Sub hereby
acknowledge receipt of copies of the Instructions to Register Security Interest
attached hereto as Exhibit C (the “Instructions”)
and the notice of Lender’s security interest contained therein and agree to
comply with the terms of the Instructions.


d.             HCPI and the Down REIT Sub hereby
agree that by virtue of Lender holding a security interest in the Pledged Units
(i) Lender does not and shall not become a Substituted Member under Section
11.4 of the LLC Agreement unless and until Lender forecloses on the Pledged
Units and (ii) Lender does not and shall not undertake any obligations or
liabilities of Pledgor of any nature whatsoever pertaining to the Pledged Units
or under the LLC Agreement, both before or after any foreclosure by Lender on
the Pledged Units.


e.             HCPI and the Down REIT Sub
acknowledge and agree that upon the execution and delivery to Lender by the
Pledgor of this Agreement, the Loan and all schedules hereto and thereto to
which the Pledgor is a party, and the Certificates, the Pledgor will not be
required to sign any other documents or take any other action with respect to
the Transfer of the Pledged Units to Lender in connection with the exercise of
Lender’s rights under this Agreement.



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f.              The parties acknowledge and agree
that Lender and Borrower may from time to time further modify the Loan,
including by way of adding additional entities as pledgors thereunder and/or by
adding additional Non-Managing Member Units as Pledged Units. Any such
additional entities added as pledgors and/or any existing pledgors who pledge
additional Pledged Units shall concurrently acknowledge their status as parties
to this Agreement on such terms and with the same force and effect as if each
such entity had originally executed and delivered same. Lender shall give
written notice thereof to the Down REIT Sub, HCPI and each pledgor
contemporaneously with any such modification of the Loan; no written consent or
other acknowledgement shall be required from any entity to which such notice is
sent as a condition to the effectiveness of the foregoing. Such notice shall
include such further amendment and restatement of Exhibit A and Exhibit C to
this Agreement as necessary in order to reflect the Certificates corresponding
to additional Pledged Units of each such entity added as an additional pledgor
and/or the additional Pledged Units of each such existing pledgor. Following
such notification from Lender, each reference to “Pledgor” in this Agreement
shall be understood to include for all purposes any such entity so added to the
Loan.


3.             Notices.
Unless and until HCPI has received written notice from Lender to the effect
that Lender no longer claims any interest in the Collateral, (a) HCPI shall
send to Lender a copy of each notice sent to holders of LLC Units by HCPI under
the LLC Agreement as and when it delivers such notice to Pledgor, including any
notice of Reduction pursuant to Section 8.6.D of the LLC Agreement, and (b) at
the written request of Lender, HCPI shall send to Lender a copy of each other
communication, report or other information from time to time sent to Pledgor as
holder of the Pledged Units or Pledged Shares.


4.             Amendments
to Registration Rights Agreement and the LLC Agreement. Unless and
until HCPI has received written notice from Lender to the effect that Lender no
longer claims any interest in the Collateral, (a) no amendment of, termination
of, or supplement to, the Registration Rights Agreement shall be effective
without the prior written consent of Lender, and (b) no amendment of,
termination of or supplement to the LLC Agreement for which the consent of
Pledgor is required shall be effective without the prior written consent of
Lender, which consent shall not be unreasonably withheld; provided that if
written disapproval is not received from Lender within 10 Business Days
following receipt by Lender of a written request to approve such amendment
(which request shall specifically reference the time limitation imposed by this
Section 4), then Lender’s approval of such amendment shall be deemed to have
been given.


5.             Distributions.


a.             Following receipt by the Down REIT
Sub of written notice (which notice shall specifically reference this Section 5
of this Agreement) from Lender that a Default has occurred and is continuing (a
“Default Notice”): (i) upon the written
instruction of Lender and until instructions to the contrary are received from
Lender, the Down REIT Sub shall remit to Lender all cash distributions
otherwise payable to Pledgor in respect of the Pledged Units, and HCPI shall
remit to Lender all cash dividends otherwise payable to Pledgor in respect of
the Pledged Shares, of any nature, and (ii) upon the written instruction of
Lender and until instructions to the contrary are received from Lender, all
rights of Pledgor to exercise the voting or other consensual rights that
Pledgor would otherwise be entitled to exercise in respect of the 



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Collateral shall cease,
and all such rights (and any other rights Pledgor may have in respect of the
Collateral) shall thereupon become vested in Lender, which shall have the sole
right to exercise such rights, until further notice from Lender. With respect
to cash distributions payable during such time as no event of Default is
occurring, Pledgor hereby directs the Down REIT Sub and/or HCPI, as the case
may be, and the Down REIT Sub and/or HCPI, as the case may be, agrees to
deposit any and all such dividends and distributions in the following account:
Western National Trust Company Custody Account No. 4504500. Any amounts paid to
the Lender or its designee as contemplated by the terms of the foregoing shall
be treated as amounts paid or distributed to Pledgor for all purposes of the
LLC Agreement, or other agreement pursuant to which the payment or distribution
is made or is required to be made and shall be deemed to satisfy the
obligations of the Down REIT Sub or HCPI to make such payment thereunder.
Pledgor hereby agrees that neither the Down REIT Sub nor HCPI shall be deemed
to be in breach of its obligations under, or in violation of the provisions of,
any such agreement by virtue of having made such payments in the foregoing
manner.


b.             From and after the date of this
Agreement, and whether or not a Default has occurred and is continuing, if
Pledgor shall become entitled to receive, in connection with any of the
Collateral, any:


(i)            LLC Units or stock certificates
(including, without limitation, stock certificates relating to the Pledged
Shares), including, without limitation, any certificates (1) issued in respect
of additional properties contributed by Pledgor to the Down REIT Sub, or (2)
representing a dividend or distribution or issued in connection with any
increase or reduction of capital, reclassification, merger, consolidation, sale
of assets, combination of shares or partnership units, stock or partnership
units split, spin-off, or split-off;


(ii)           Options, warrants, rights or other
securities or instruments, whether as an addition to, or in substitution or in
exchange for, any of the Collateral, or otherwise;


(iii)          Dividends or distributions payable in
property other than cash, including securities issued by other than the issuer
of any of the Collateral; or


(iv)          Any sums paid in redemption of any of
the Collateral, then HCPI shall deliver the same to Lender, to be held by
Lender as part of the Collateral. Any amounts paid to the Lender or its
designee as contemplated by the terms of the foregoing shall be treated as
amounts paid or distributed to Pledgor for all purposes of the LLC Agreement,
or other agreement pursuant to which the payment or distribution is made or is
required to be made and shall be deemed to satisfy the obligations of the Down
REIT Sub or HCPI to make such payment thereunder. Pledgor hereby agrees that
neither the Down REIT Sub nor HCPI shall be deemed to be in breach of its
obligations under, or in violation of the provisions of, any such agreement by
virtue of having made such payments in the foregoing manner.


6.             Registration
Rights and Registration Statements. In the name of and on behalf of
Pledgor, Lender shall have the right to exercise Pledgor’s Registration Rights
with respect to any Pledged Units then owned by Pledgor and held by Lender,
including without limitation (i) subject to the terms and conditions of the
Registration Rights Agreement, the right 



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to enforce the applicable
provisions of the Registration Rights Agreement pertaining to HCPI’s obligation
to file with the Commission a registration statement on Form S-3 (the “Issuance Registration Statement”) covering, among other
things, the issuance to Lender of REIT Shares issued or to be issued by the
Down REIT Sub upon exchange of the Pledged Units attached hereto and naming
Lender as a “Selling Shareholder” thereunder
and (ii) the right to request, at the times and in the manner set forth in the
Registration Rights Agreement, HCPI to register for sale under the Securities
Act any Pledged Shares issuable or issued upon exchange of Pledged Units;
provided, however, that, in the case of a Demand Registration pursuant to
Section 3.1(a) of the Registration Rights Agreement, the Down REIT Sub agrees
that Lender shall not be subject to the once-every-twelve-months limitation set
forth in clause (i) thereof (provided that if at any time Lender has exercised
a Demand Registration right in the previous twelve month period, for which the
Down REIT Sub or HCPI has paid the expenses thereof, as provided in Section 3.4
of the Registration Rights Agreement, Lender shall pay the expenses described
in Section 3.4 of the Registration Rights Agreement in connection with the
filing of such Demand Registration), nor shall Lender be subject to the
$1,000,000 minimum requirement referred to in clause (ii) thereof if Lender is
exercising Demand Registration Rights with respect to all of the Pledged Shares
it owns or has the right to acquire upon an Exchange. Pledgor hereby
irrevocably appoints Lender as its attorney-in-fact to exercise any such
Registration Rights, and irrevocably instructs HCPI to honor any such exercise
by Lender of Pledgor’s Registration Rights.


7.             Rights upon
Default.


a.             Restrictions on Transfer. Upon
foreclosure of any Pledged Units, the Lender shall be entitled to Transfer such
Pledged Units, in whole or in part, subject to applicable restrictions set
forth in Section 11.3 through 11.6 of the LLC Agreement; provided, however,
that HCPI and the Down REIT Sub acknowledge and agree that (i) the provisions
of Section 11.6.C shall not apply to any foreclosure by Lender on any Pledged
Units, (ii) to the extent any such restrictions require the consent of HCPI or the
Down REIT Sub, HCPI and the Down REIT Sub hereby provide their consent to such
foreclosure, (iii) if Lender or a purchaser of Pledged Units at foreclosure is
prohibited from becoming a Substituted Member of HCPI, Lender or such purchaser
may become an Assignee in accordance with such restrictions, (iv) the Down REIT
Sub shall conduct its business in the ordinary course in accordance with past
practices, and (v) neither Lender nor any purchaser of Pledged Units or Pledged
Shares at foreclosure shall be obligated to assume, or otherwise be responsible
for, any obligation Pledgor may have under the LLC Agreement or any other
obligation of Pledgor accrued prior to foreclosure under the LLC Agreement;
provided that nothing in this subclause 7.a.(v) shall release or reduce any
prior obligations of Pledgor to HCPI or the Down REIT Sub, it being
acknowledged and agreed by the Down REIT Sub or HCPI that the Down REIT Sub and
HCPI have recourse against Pledgor only and not against Lender. HCPI further
acknowledges and agrees that the aforesaid restrictions do not apply to Pledged
Shares. Lender acknowledges and agrees that the Pledged Shares are subject to
certain restrictions on ownership and transfer as set forth in the Charter of
HCPI as amended from time to time.


b.             Exchange of
Pledged Shares; Foreclosure. In addition to (i) Lender’s rights
under Section 5 of this Agreement, (ii) Lender’s rights as a pledgee,
transferee or Assignee at foreclosure of LLC Units or a Membership Interest as
provided in the LLC Agreement, and (iii) any and all other rights Lender may
have in respect of a Default under any 



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other agreement, document
or instrument, or under applicable law, upon the occurrence of any one or more
Defaults (including, without limitation, the right of Lender to exercise its
rights under the Loan to foreclose on or acquire the entire interest of Pledgor
in all or any portion of any Collateral), Lender shall thereupon and thereafter
during the continuance thereof have the right, in its sole and absolute discretion,
to do or cause to be done any one or more of the following:


(i)            Exchange of Pledged Units.  Lender shall have the right, upon written
notice to the Down REIT Sub and in the name of and on behalf of Pledgor, to
exercise Pledgor’s exchange rights and require HCPI to exchange all or any
portion (as selected and in such order as Lender may elect in its sole
discretion) of the Pledged Units in accordance with Section 8.6.A of the LLC
Agreement (the “Exchange Rights”). Any request for
such exchange shall be made on the form of Notice of Exchange attached hereto
as Exhibit D. Pledgor hereby irrevocably appoints Lender as its
attorney-in-fact to exercise such Exchange Rights, and irrevocably instructs
the Down REIT Sub and HCPI to honor any such exercise by Lender of the Exchange
Rights. HCPI hereby agrees that upon any such exercise of the Exchange Rights,
HCPI shall deliver the entire Cash Amount or REIT Shares to Lender, in each
case without deduction in respect of any claim which HCPI or the Down REIT Sub
may from time to time have of any nature or kind against Pledgor (other than
with respect to any withholding tax obligation imposed by law on the Down REIT
Sub with respect to any amount distributable or allocable to Pledgor in respect
of Pledged Units, as contemplated in Section 5.3 of the LLC Agreement).


In
addition to the foregoing, the second sentence of Section 8.6A of the LLC
Agreement is hereby amended with respect to Lender to provide that
notwithstanding the first sentence of Section 8.6.A of the LLC Agreement,
after, or concurrently with, receipt by HCPI of any Default Notice, the Lender
shall have the right to (i) tender Pledged Units for Exchange (subject to the
following terms and conditions of Section 8.6.A of the LLC Agreement) and
require the Down REIT Sub to acquire up to the number of Pledged Units
specified in the Notice of Exchange as referred to in the definition of “Specified Exchange Date” set forth in subparagraph (c)
immediately following; provided, however that Lender may tender Pledged Units
for Exchange hereunder once irrespective of the aggregate market value of such
Pledged Units, and an unlimited number of times, provided the aggregate market
value of such Pledged Units is at least $1,000,000 on the date of any such
Notice of Exchange.


In
connection with the foregoing, the definition of the term “Specified
Exchange Date” in the LLC Agreement shall, with respect to Lender
and only with respect to Lender, be amended to read as follows:


“Specified Exchange Date” means in the case of an Exchange
pursuant to Section 8.6.A hereof, that date specified by Lender in a Notice of
Exchange to the Company; provided, however, that such date shall in no event be
less than fourteen (14) days (or if such day is not a Business Day, the next
following Business Day) after HCPI’s receipt of such Notice of Exchange and
provided further that the Specified Exchange Date, as well as the closing of an
Exchange on the Specified Exchange Date, may be deferred in the Managing Member’s
sole and absolute discretion, for such time as may be reasonably required to
effect, as applicable, (i) necessary funding arrangements, (ii) compliance with
the Securities Act or other applicable laws 



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(including, but
not limited to, (a) state “blue sky” or other securities laws and (b) the
expiration or termination of the applicable waiting period, if any, under the
Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, and (iii)
satisfaction or waiver of other commercially reasonable and customary closing
conditions and requirements for a transaction of such nature (provided that in
no event shall such Exchange be delayed more than 30 days in the aggregate with
respect to (i) and (iii) above, or more than 150 days in the aggregate with
respect to (ii) above.


(ii)           Concurrent Exercise.  The rights exercisable by Lender under this
Section 7.b may be invoked before or after foreclosure under the Loan in Lender’s
sole discretion, and all without further notice to or any requirement of
consent by Pledgor, which hereby irrevocably and unconditionally waives any
right to give any contrary instructions to HCPI. All parties acknowledge that
Lender desires to consummate any necessary foreclosure under the Loan on a
basis that such foreclosure occurs concurrent with the closing of an Exchange;
all parties agree to cooperate reasonably with Lender to that end. HCPI agrees
that it will not act on any separate instructions or communications from
Pledgor pertaining to the Pledged Units or Pledged Shares or Registration
Rights Agreement without the express written consent of Lender. Nothing in this
subparagraph (v) shall in any way obligate Lender to consummate any necessary
foreclosure under the Loan in the manner referred to above; Lender may, in its
sole discretion, determine that another method of realization upon the
Collateral is preferable or required, and such determination by Lender shall in
no manner limit or restrict the obligations of Borrower, Pledgor or any other
person or entity with respect to the loans contemplated herein.


(iii)          Foreclosure.
Subject to the terms and conditions of the Loan, Lender shall have the right to
foreclose on or acquire the entire interest of Pledgor in all or any portion of
any Pledged Shares (including all of Pledgor’s right, title and interest in the
Registration Rights Agreement to the extent applicable to such Pledged Shares)
owned by Pledgor, by foreclosure or in any other manner. In the event that
Lender elects to exercise its rights under this Section 7.b.v, Lender shall
deliver to HCPJ a notice of its intent to do so no later than 10 Business Days
prior to the date of any sale, public or private, or of any transfer in lieu of
foreclosure, and HCPI (without limitation on its own right, under applicable
law, to participate in any sale or other disposition of any of the Collateral)
shall reasonably cooperate, at no expense to itself, with Lender in completing
its foreclosure on the affected Pledged Shares in compliance with applicable
laws, including, if applicable, all actions reasonably necessary to comply with
the filing requirements described in Rule l44(c)(1) of the Securities Act, so
as to enable the Lender to sell such Pledged Shares without registration under
the Securities Act.


8.             Representations
and Warranties by the Down REIT Sub and HCPI. The Down REIT Sub and
HCPI hereby represent and warrant to Lender as follows as of the date hereof:


a.             LLC
Agreement. A true and correct copy of the LLC Agreement as in effect
as of the date hereof is attached as Exhibit E hereto.


b.             Organization
and Authority of the Down REIT Sub. The Down REIT Sub has been duly
formed, is validly existing as a limited liability company in good standing
under the laws of the State of Delaware, and is duly qualified to transact
business and is 



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in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing
of property requires such qualification except where the absence of such
qualification would not have a Material Adverse Effect. The Down REIT Sub has
all requisite power and authority to own or hold under lease the property it
purports to own or hold under lease, to carry on its business as now conducted
and as proposed to be conducted except as would not have a Material Adverse
Effect, and to execute and deliver this Agreement and to perform its
obligations hereunder.


c.             Authorization
by the Down REIT Sub; Binding Effect. The Down REIT Sub has by all
necessary action duly authorized (i) the execution and delivery of this
Agreement and (ii) the performance of its obligations hereunder. This Agreement
constitutes the legal, valid and binding obligation of the Down REIT Sub,
enforceable against it in accordance with its terms, except as enforcement may
be limited by equitable principles and by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to creditors’ rights
generally.


d.             Pledged
Units; Managing Member of the Down REIT Sub. All of the Pledged
Units are validly issued and non-assessable. The total number of Pledged Units
and the corresponding Certificates evidencing ownership thereof are accurately
set forth on Exhibit A attached hereto. No security interest in the Pledged
Units has been registered on the records of the Down REIT Sub (or its transfer
agent). HCPI is the sole Managing Member of the Down REIT Sub and owns the only
Managing Member Units thereof.


e.             Organization
and Authority of HCPI. HCPI is a corporation duly organized, validly
existing and in good standing under the laws of Maryland, and is duly qualified
to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification except where the absence of such qualification would not have a
Material Adverse Effect. HCPI has all requisite power and authority to own or
hold under lease the property it purports to own or hold under lease, to carry
on its business as now conducted and as proposed to be conducted except as
would not have a Material Adverse Effect, and to execute and deliver this
Agreement and to perform its obligations hereunder.


f.              No Claims.
To their knowledge, neither HCPI nor the Down REIT Sub has any existing claim,
defense, setoff or right of recoupment under the LLC Agreement, any other
agreement, or any law, rule or regulation, against or with respect to (i) any
of the Pledged Units, (ii) any of REIT Shares that may be issuable or any
amount that may be payable in connection with the exchange of any Pledged Units
or (iii) any obligation of Pledgor under the LLC Agreement or any other agreement
with respect to any of the Pledged Units, any of the REIT Shares that may be
issued or any amount that may be payable in connection with the redemption of
any Pledged Units.


g.             Authorization
by HCPI; Binding Effect. HCPI has by all necessary action duly
authorized the execution and delivery of this Agreement and the performance of
its obligations hereunder. This Agreement constitutes the legal, valid and
binding obligation of HCPI, enforceable against it in accordance with its
terms, except as enforcement may be limited by equitable principles and by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
creditors’ rights generally.



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h.             HCPI Status.
HCPI is organized in conformity with the requirements for qualification as a real
estate investment trust under the Code and its ownership and method of
operation enables it to meet the requirements for taxation as a real estate
investment trust under the Code.


i.              No Conflict.
The execution, delivery and performance by HCPI of this Agreement, and the
consummation of the transactions contemplated hereby, do not and will not
violate any provision of the charter or bylaws of HCPI, or the LLC Agreement,
or any contractual or other undertaking by which HCPI or any of its assets are
bound. As of the date of this Agreement, the Pledged Units are not evidenced by
writing or certificate except by the Certificates expressly referred to on
Exhibit A hereto.


j.              Registration
Rights Agreement. A true and complete copy of the Registration
Rights Agreement, including any amendments and supplements thereto, is attached
to this Agreement as Exhibit F, and all of the rights and obligations of the
Unitholders (as defined therein) have been duly assigned to, and assumed by,
Pledgor and pledged by Pledgor to the Lender in connection with the Loan. The
Registration Rights Agreement remains in full force and effect as of the date
of this Agreement, and is the legal, valid and binding obligation of HCPI
enforceable against it in accordance with its terms, except as enforcement may
be limited by equitable principles and by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to creditors’ rights
generally.


k.             Governmental
or Other Approvals. No governmental or other approval is or will be required
in connection with the execution, delivery and performance by the Down REIT Sub
or HCPI of this Agreement or the transactions contemplated hereby or to ensure
the legality, validity or enforceability hereof.


9.             Representations
and Warranties by Pledgor. To its knowledge, Pledgor does not have
any existing claims, defenses, setoff rights or rights of recoupment under the
LLC Agreement, under any other agreement, or any law, rule or regulation,
against or with respect to any obligation of either HCPI or the Down REIT Sub
under the LLC Agreement or any other agreement.


10.           Liability to Pledgor.
Pledgor and Borrower assume all risks of the acts or omissions of Lender with
respect to its exercise of its rights hereunder. Neither the Down REIT Sub,
HCPI, nor any of their officers, directors, partners, employees or agents shall
be liable or responsible for any acts or omissions of the Lender, including
without limitation the validity of any determination by Lender that a Default
has occurred or is continuing, nor shall any of such persons have any
responsibility for investigation into the facts and circumstances giving rise
to any such determination by Lender, nor shall any such person be liable or
responsible for following the instructions of Lender in accordance with this
Agreement regardless of any notice, information or instructions to the contrary
received by HCPI from Pledgor or any other person, including without limitation
following instruction of Lender (a) to remit distributions by the Down REIT Sub
made in respect of the Pledged Units, and distributions of HCPI made in respect
of Pledged Shares, to Lender, pursuant to Section 5 above, (b) to terminate the
voting and/or other consensual rights of Pledgor (and consider such right to
have vested in Lender) pursuant to Section 5 above, (c) to exercise Pledgor’s
Exchange Rights in the name of and on 



 10
 









behalf of Pledgor
pursuant to Section 7 above, or (d) to exercise Pledgor’s Registration Rights
in the name of and on behalf of Pledgor, pursuant to Section 6 above.


11.           Separate Actions; Waiver
of Statute of Limitations. The obligations of HCPI and Pledgor
hereunder shall be in addition to any obligations of Pledgor under the Loan.
Without limiting the provisions of the Loan, a separate action or actions may
be brought and prosecuted against any one or more of the parties hereto whether
or not action is brought against any other person or whether any other person
is joined in any such action or actions. HCPI and Pledgor acknowledge that
there are no conditions precedent to the effectiveness of this Agreement and
that this Agreement is in full force and effect and is binding on such person
as of the date hereof. To the extent permitted under applicable law, Pledgor
waives the benefit of any statute of limitations affecting such person’s
liability hereunder or the enforcement thereof. Lender hereby agrees that
neither the Down REIT Sub nor HCPI shall have any obligation or liability under
the Loan or any other agreement related to the Loan except as expressly set
forth herein and in the Instructions. Pledgor agrees that nothing set forth
herein shall alter, diminish or otherwise affect its obligations under the LLC
Agreement or any other agreement between Pledgor and HCPI or the Down REIT Sub
relating to the Pledged Units or Pledged Shares.


12.           Continuing Obligations.
Borrower and Pledgor shall indemnify and hold harmless Lender from and against
any and all obligations, claims, losses, liabilities, damages, expenses or
costs (including reasonable attorneys’ fees and expenses and fees and expenses
of expert witnesses) arising from or in any way connected with the obligations
or liabilities of either such person with respect to agreements, documents or
other instruments, whether now existing or hereafter incurred, or the
conditions and obligations to be observed and performed by Borrower or Pledgor
under any agreement, document or other instrument relating to the Collateral,
except for those arising from Lender’s gross negligence or willful misconduct.
In addition, Borrower shall indemnify and hold harmless Lender from and against
any and all obligations, claims, losses, liabilities, damages, expenses or
costs (including reasonable attorneys’ fees and expenses and fees and expenses
of expert witnesses) arising from or in any way connected with the exercise by
Lender of any rights or remedies under the Loan or this Agreement with respect
to the Collateral, including, without limitation, all costs and expenses
associated with the exercise of any foreclosure rights and/or exchange rights
pursuant to Section 6.b above or otherwise.


13.           Appointment as
Attorney-in-Fact. Pledgor hereby appoints Lender as its true and
lawful attorney-in-fact, with full power of substitution, for the purpose of
carrying out the provisions of this Agreement and taking any action and
executing any instruments either in the name of Pledgor or in the name of
Lender, which such attorney-in-fact may deem necessary or advisable to
accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable
and coupled with an interest; provided, that nothing in this section shall
require the Lender to take any action or execute any instruments.


14.           Notices. Any
notice, demand, request or report required or permitted to be given or made to
a party to this Agreement shall be in writing and shall be deemed given or made
when delivered in person or when sent by first class United States mail or by
other means of written communication (including by telecopy, facsimile, or
commercial courier service) at its 



 11
 









address set forth below
or at such other address as such party may give notice of in accordance with
the provisions of this Section:




	
  Borrower

  	
   

  	
  KC Gardner Company, L.C.

  
	
   

  	
   

  	
  90 South 400 West, Suite 360

  
	
   

  	
   

  	
  Salt Lake City, Utah 84101

  
	
   

  	
   

  	
  Attention: Kem C. Gardner

  
	
   

  	
   

  	
  Telephone: 801.456.4140

  
	
   

  	
   

  	
  Facsimile: 801.366.7194

  
	
   

  	
   

  	
   

  
	
  Pledgor:

  	
   

  	
  Gardner Property Holdings, L.C.

  
	
   

  	
   

  	
  90 South 400 West, Suite 200

  
	
   

  	
   

  	
  Salt Lake City, Utah 84101

  
	
   

  	
   

  	
  Attention: Kem C. Gardner

  
	
   

  	
   

  	
  Telephone: 801.456.4140

  
	
   

  	
   

  	
  Facsimile: 801.366.7194

  
	
   

  	
   

  	
   

  
	
  Lender

  	
   

  	
  Zions First National Bank

  
	
   

  	
   

  	
  10 East South Temple, 10th Floor

  
	
   

  	
   

  	
  Salt Lake City, Utah 84121

  
	
   

  	
   

  	
  Attention: Monica K. Williams

  
	
   

  	
   

  	
  Telephone: 801.524.2343

  
	
   

  	
   

  	
  Facsimile: 801.844.8598

  
	
   

  	
   

  	
   

  
	
  HCPI and/or Down
  REIT Sub:

  	
   

  	
  Health Care Property Investors, Inc.

  
	
   

  	
   

  	
  3760 Kilroy Airport Way, Suite 300

  
	
   

  	
   

  	
  Long Beach, California 90806

  
	
   

  	
   

  	
  Attention: Legal Department

  
	
   

  	
   

  	
  Telephone: 562.733.5100

  
	
   

  	
   

  	
  Facsimile: 562.733.5200

  






 


15.           Assignments.
This Agreement and all of the provisions hereof shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns. Nothing contained herein, express or implied, is intended to confer on
any person other than the parties hereto or their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement.


16.           Governing Law.
This Agreement and the legal relations between the parties hereto shall be
governed by and construed in accordance with the internal laws of the State of
Utah applicable to contracts made and to be performed in that State, without
regard to conflict of laws principles.


17.           Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original but all of which together shall constitute
but one agreement. This Agreement may be executed and delivered by facsimile.



 12
 









18.           Entire Agreement;
Amendments. This Agreement (including the instruments between the
parties referred to herein) constitutes the entire agreement among the parties
and supersedes all other prior agreements and understandings, both written and
oral, among the parties, or any of them, with respect to the subject matter
hereof. All references to sections, subsections, clauses, exhibits and
schedules shall be deemed references to such part of this Agreement, unless the
context shall otherwise require. No provisions of this Agreement may be
effectively waived, changed or amended, or the termination or discharge thereof
agreed to or acknowledged, orally, but only by an agreement in writing signed
by the party against whom the enforcement of any waiver, change, amendment,
termination or discharge is sought.


19.           Headings. The
headings contained in this Agreement are inserted for convenience only and do
not constitute a part of this Agreement.


20.           Invalidity. If
any provision of this Agreement is held invalid or unenforceable, the remainder
of this Agreement shall nevertheless remain in full force and effect.


21.           Attorneys’ Fees.
In the event of any controversy, claim or dispute between the parties hereto
arising out of or relating to this Agreement or any of the documents provided
for herein, or the breach thereof, the prevailing party shall be entitled to
recover from the losing party reasonable attorneys’ fees, expenses and costs.


[Remainder of page
intentionally left blank; Signature page follows]



 13
 









In witness
thereof, the parties have duly executed this Agreement as of the date first
written above.


	
   

  	
  LENDER:

  
	
   

  	
   

  
	
   

  	
  ZIONS FIRST
  NATIONAL BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  KC GARDNER
  COMPANY, L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PLEDGOR:

  
	
   

  	
   

  
	
   

  	
  GARDNER PROPERTY
  HOLDINGS, L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DOWN
  REIT SUB:

  
	
   

  	
   

  
	
   

  	
  HCPI/UTAH, LLC,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: HEALTH CARE
  PROPERTY INVESTORS, INC., its Managing Member 

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HCPI:

  	
   

  
	
   

  	
   

  
	
   

  	
  HEALTH CARE
  PROPERTY INVESTORS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 



 14















EXHIBIT A


PLEDGED UNITS




	
  Certificate

  Number

  	
   

  	
  Units

  	
   

  
	
  314

  	
   

  	
  5,591

  	
   

  
	
  323

  	
   

  	
  5,283

  	
   

  
	
  326

  	
   

  	
  1,681

  	
   

  
	
  329

  	
   

  	
  8,051

  	
   

  
	
  332

  	
   

  	
  16,655

  	
   

  
	
  335

  	
   

  	
  24,865

  	
   

  
	
  338

  	
   

  	
  17,358

  	
   

  
	
  341

  	
   

  	
  18,561

  	
   

  
	
  377

  	
   

  	
  9,004

  	
   

  
	
  383

  	
   

  	
  43,253

  	
   

  
	
  Total

  	
   

  	
  150,302

  	
   

  






 



 15
 









EXHIBIT B


IRREVOCABLE UNIT POWER



 16
 









IRREVOCABLE UNIT
POWER


FOR
VALUE RECEIVED,                                                       
hereby sells, assigns and transfers to                                                                 ,
                        
units of limited liability company interest of HCPI/Utah, LLC, a Delaware
limited liability company (the “Company”),
represented by Certificates No(s).                                           
herewith and does hereby irrevocably constitute and appoint                                           
as attorney to transfer said units on the books of the Company with full power
of substitution in the premises.


	
  Dated:

  	
   

  	
   

  	
  GARDNER PROPERTY
  HOLDINGS, L.C.,

  
	
   

  	
   

  	
   

  	
  a Utah Limited
  Liability Company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  In the presence
  of

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 



 17
 









EXHIBIT C


THE INSTRUCTIONS



 18
 









INSTRUCTIONS TO REGISTER SECURITY INTEREST


To: HCPI/Utah, LLC

c/o Health Care Property Investors, Inc.

3760 Kilroy Airport Way, Suite 300

Long Beach, California 90806


Attention:
Health Care Property Investors, Inc., a Maryland corporation (the “Company”) or its successors as the managing member of
HCPI/Utah, LLC, a Delaware limited liability company (the “LLC”)


As of
April     , 2007


You are instructed by the undersigned pledgor, Gardner
Property Holdings. L.C., a Utah limited liability company (“Pledgor”), to register a security interest in the following
limited liability company interests in the LLC (the “OP Units”) in the manner
indicated:


1.             OP
Units. The OP Units that are the subject of these Instructions to Register
Security Interest are as follows:


150,302 Non-Managing Member Units owned by the Pledgor
and evidenced by the LLC Unit Certificates referred to on Schedule A hereto.
The OP Units are pledged to Zions First National Bank (the “Lender”) to secure repayment of a loan by Lender to KC
Gardner Company, L.C., a Utah limited liability company (“Borrower”),
pursuant to that certain loan arrangement, dated as of the date hereof, by and
between Lender and Borrower (as such and as may hereafter be amended,
supplemented or otherwise modified from time to time, the “Loan”).


2.             Instructions. You are instructed to register the OP Units as
subject to a security interest in favor of the Lender, whose Taxpayer
Identification No. is 87-0227400, and who on registration of its security
interest shall become the registered secured party with respect to the OP Units
with all rights incident thereto. You are instructed to promptly so inform
Lender of these Instructions to Register Security Interest.


3.             Confirmation of Security Interest. The Pledgor has granted
to Lender (and hereby confirms that Lender has) a security interest in the OP
Units and in all rights of the Pledgor under the Amended and Restated Limited
Liability Company Agreement of HCPI/Utah, LLC, dated as of January 20, 1999, as
amended from time to time (the “LLC Agreement”), all distributions relating
thereto, all rights relating thereto (including without limitation the right to
receive the OP Units, the right to receive common stock or other securities of
the Company (“Company Securities”) in exchange for any or all of the OP Units,
and any securities (certificated or uncertificated), instruments, documents or
other writing evidencing or relating thereto and any right to require the
redemption or registration for resale thereof) and all cash and noncash
proceeds of any of the foregoing.


4.             Transfer, Distributions and Redemptions. You are instructed
not to permit the transfer, exchange, or redemption of any of the OP Units
without the Lender’s prior written 



 19
 









consent.
The proceeds of any redemption of the OP Units, whether such proceeds are cash
or otherwise, shall be delivered directly to the Lender. All extraordinary or
liquidating distributions shall be delivered directly to the Lender. All
ordinary distributions may be delivered to the Pledgor, as applicable;
provided, however, that, if the Lender at any time delivers written notice to
the LLC that any such distributions to the Pledgor are to be sent to the Lender,
then thereafter all such distributions shall be delivered directly to the
Lender.


5.             Warranties. The Pledgor hereby warrants for itself that: (a)
it is entitled to effect the instructions hereby given; (b) its Taxpayer
Identification Number is 20-0962157; (c) the Lender is a lending institution
that is not an affiliate of the Pledgor; and (d) the Loan constitutes a bona
fide loan or extension of credit.


6.             Delivery of Certificates. These Instructions to Register
Security Interest hereby serve as notice to the LLC and the Company, and to any
transfer agent of the OP Units or the Company Securities, that any
certificates, confirmations, documents or other writings of any kind evidencing
or relating to any OP Units or any Company Securities shall, if issued, be
registered in the name of the undersigned Pledgor and delivered directly to the
Lender at: 6510 South Big Cottonwood Canyon Road, Salt Lake City, Utah 84121,
Attention: Monica Williams; provided, however, that if the Lender at any time
delivers written notice to the LLC (or the Company, as the case may be) that
there has been a Default under the Loan, then thereafter all certificates,
confirmations, documents and other writings of any kind evidencing or relating
to any Company Securities shall, if requested by the Lender, be issued and
registered in the name of the Lender, or its designee, and delivered directly
to the Lender at the foregoing address.


7.             Not an Admission to the LLC. The execution and acceptance of
these Instructions to Register Security Interest shall not constitute consent
to the admission of the Lender as a substituted member of the LLC. Any
admission of the Lender as a member of the LLC shall be subject to the
provisions of the LLC Agreement.


8.             Acknowledgement and Consent. The LLC, the Company, the
Lender and the Pledgor have entered into that certain Acknowledgement and
Consent of even date herewith (the “A&C”)
pursuant to which the LLC and the Company have acknowledged the pledge of the
OP Units by the Pledgor to the Lender, subject to the terms and conditions set
forth therein. In the event of any inconsistencies between the terms and
provisions hereof and those of the A&C, the parties hereto agree that the
terms and provisions of the A&C shall govern.


[Remainder of page intentionally left blank, signature
page follows]



 20
 









In
witness whereof, the undersigned Pledgor has executed these Instructions to
Register Security Interest as of the date first set forth above.


	
  

  	
  PLEDGOR:

  
	
   

  	
   

  
	
   

  	
  GARDNER PROPERTY HOLDINGS, L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCEPTED
  AND AGREED

  
	
   

  	
   

  
	
   

  	
  HEALTH CARE
  PROPERTY INVESTORS, INC., a Maryland corporation

  
	
   

  	
   

  
	
   

  	
  As Managing
  Member of HCPI/Utah, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 



 21
 









EXHIBIT D


NOTICE OF EXCHANGE



 22
 









NOTICE OF EXCHANGE


To:          Health Care Property Investors, Inc.
                 3760 Kilroy Airport Way,
Suite 300
                 Long Beach, California
90806


Western
National Trust Company
                 One South Main, 12th Fl.
                 Salt Lake City, UT 84111
                 Attn:  Kevin Mikan, President


The undersigned Member or Assignee hereby irrevocably
tenders for Exchange an aggregate of 150,302 LLC Units in HCPI/Utah, LLC in
accordance with the terms of the Amended and Restated Limited Liability Company
Agreement of HCPI/Utah, LLC, dated as of January 20, 1999, as amended (the “LLC Agreement”), and the Exchange rights referred to
therein. The undersigned Member or Assignee:


(a) undertakes (i) to surrender such LLC Units and any
certificate therefor at the closing of the Exchange and (ii) to furnish to the
Managing Member, prior to the Specified Exchange Date, the documentation,
instruments and information required under Section 8.6.D of the LLC Agreement;


(b) directs that, at the sole discretion of the
Managing Member (subject to the provisions of that certain Acknowledgment and
Consent by and among Zions First National Bank, KC Gardner Company, L.C.,
HCPI/Utah, LLC, Health Care Property Investors, Inc., and the undersigned
Pledgor (“Acknowledgment and Consent”), which
requires the payment of cash under certain circumstances) either (i) a
certified check representing any cash payment deliverable upon closing of the
Exchange be delivered to the address(es) specified below or (ii) a certificate
representing the REIT Shares deliverable upon the closing of such Exchange be
delivered to the address specified below and registered in the name(s) and at
the address(es) specified below;


(c) represents, warrants, certifies and agrees that,
subject to the interests of Lender under that certain Loan (as that term is
defined in the Acknowledgment and Consent) and the interests of Lender and
Western National Trust Company under that certain Account Assignment Agreement
by and among Gardner Property Holdings, L.C.; KC Gardner Company, LC; Zions
First National Bank; and Western National Trust Company: (i) the undersigned
Member or Assignee has, and at the closing of the Exchange will have, good,
marketable and unencumbered title to such LLC Units, free and clear of the
rights or interests of any other person or entity, and (ii) such Exchange is in
compliance with the provisions of Section 8.6 of the LLC Agreement; and


(d)           acknowledges
that it will continue to own such LLC Units until and unless such Exchange
transaction closes.



 23
 









All capitalized terms used herein and not otherwise
defined shall have the same meaning ascribed to them respectively in the LLC
Agreement.


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GARDNER PROPERTY
  HOLDINGS, L.C.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  If REIT Shares
  are to be issued, issue to:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SSAN/EIN:

  	
   

  	
   

  
				



 



 24
 









EXHIBIT E


LLC AGREEMENT



 25
 









EXHIBIT F


REGISTRATION RIGHTS AGREEMENT



 26