Exhibit 4.8


 


REGISTRATION RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT, dated as of February 9, 2007, is entered into
by and between Health Care Property Investors, Inc., a Maryland
corporation (the “Company”), and the parties
identified on the signature page hereof as a “Unitholder” (each, a “Unitholder” and collectively the “Unitholders”).


 


RECITALS


 


WHEREAS,
the Company, HCP DR MCD, LLC, a Delaware limited liability company (the “Operating LLC”) and Medical City Dallas Limited Partnership,
a Texas limited partnership (“Contributor”),
have entered into that certain Contribution Agreement and Escrow Instructions
dated as of February9, 2007 (the “Contribution Agreement”)
providing, among other things, for the contribution of certain properties by Contributor
to the Operating LLC, the contribution of cash by the Company to the Operating
LLC and the issuance by the Operating Company to the Unitholders of LLC Units
(as defined below); and


 


WHEREAS,
it is a condition to the closing of the transactions contemplated by the
Contribution Agreement that the parties hereto enter into this Agreement;


 


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


 


ARTICLE I.

DEFINITIONS


 


Section 1.1  Definitions. 
The following capitalized terms, as used in this Agreement, have the
following meanings:


 


“Agreement” means this Registration Rights Agreement, as it may be amended,
supplemented or restated from time to time.


 


“Business Day” means any day except a Saturday, Sunday or other day
on which the Federal Reserve Bank of New York or San Francisco is closed.


 


“Closing Price” means (i) the closing price of a share of Common
Stock on the principal exchange on which shares of Common Stock are then
trading, if any or (ii) if the Common Stock is not publicly traded on an
exchange, the mean between the closing bid and asked prices for the Common Stock.


 


“Commission” means the Securities and Exchange Commission.


 


“Common Stock” means the common stock, par value $1.00 per share, of
the Company.


 


“Company” has the meaning set forth in the preamble to this Agreement.


 

















 


“Contribution Agreement” has the meaning set forth in the recitals to this
Agreement.


 


“Demand Registration” has the meaning set forth in Section 3.1(b) hereof.


 


“Demand Registration Statement” has the meaning set forth in Section 3.1(b) hereof.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended.


 


“Filing Date” has the meaning set forth in Section 2.1 hereof.


 


“Full Conversion Date” has the meaning set forth in Section 2.1 hereof.


 


“Holder” means any Person (including any
Unitholder) who is the record or beneficial owner of any Registrable Security
or any assignee or transferee of such Registrable Security (including
assignments or transfers of Registrable Securities to such assignees or
transferees as a result of the foreclosure on any loans secured by such
Registrable Securities) unless such Registrable Security is acquired in a sale
pursuant to a registration statement under the Securities Act or pursuant to a
transaction exempt from registration under the Securities Act, in each such
case where the security sold in such transaction may be resold without
subsequent registration under the Securities Act.


 


“Inspectors” has the meaning set forth in Section 3.2(j).


 


“Issuance Registration Statement” has the meaning set forth in Section 2.1.


 


“LLC Agreement” means the Amended and Restated Limited Liability
Company Agreement of HCP DR MCD, LLC, dated as of even date herewith, as the
same may be further amended, modified or restated from time to time.


 


“LLC Units” has the meaning set forth in the LLC Agreement.


 


“Operating LLC” has the meaning set forth in the recitals to this
Agreement.


 


“Person”
means an individual or a corporation, partnership, limited liability company,
association, trust, or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


“Records” has the meaning set forth in Section 3.2(j).


 


“Redeemable LLC Units” means LLC Units which may be redeemed for Common
Stock pursuant to the LLC Agreement.


 


“Registration Expenses” has the meaning set forth in Section 3.4.


 


“Registrable Securities” means shares of Common Stock of the Company issued
upon exchange of Redeemable LLC Units pursuant to the terms of the LLC
Agreement at any time owned, either of record or beneficially, by any Holder
unless and until (i) a registration


 

















 


statement covering such shares has been declared
effective by the Commission and (A) the shares have been issued by the
Company to a Holder upon exchange of Redeemable LLC Units pursuant to an
effective registration statement or (B) have been sold or transferred by a
Holder to another Person pursuant to an effective registration statement, (ii) such
shares are sold pursuant to the provisions of Rule 144 under the
Securities Act (or any similar provisions then in force) (“Rule 144”),
(iii) such shares are held by a Holder who is not an affiliate of the
Company within the meaning of Rule 144 (a “Rule 144
Affiliate”) and may be eligible for immediate sale pursuant to Rule 144(k) under
the Securities Act, (iv) such shares are held by a Holder who is a Rule 144
Affiliate and all such shares may be sold pursuant to Rule 144 within a
period of three months in accordance with the volume limitations set forth in Rule 144(e)(1),
or (iv) such shares have been otherwise transferred in a transaction that
would constitute a sale under the Securities Act and such shares may be resold
without subsequent registration under the Securities Act.


 


“Resale Prospectus” has the meaning set forth in Section 3.5.


 


“Resale Shelf Registration Statement” has the meaning set forth in Section 3.1(a).


 


“Resale Registration Statement” has the meaning set forth in Section 3.2(c).


 


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


 


“Secondary Offering Security Holders” has the meaning set forth in Section 3.1(b).


 


“Securities Act” means the Securities Act of 1933, as amended.


 


“Selling Holder” means a Holder who is selling Registrable Securities
pursuant to a Resale Registration Statement.


 


“Supplemental Rights Period” has the meaning set forth in Section 3.1.


 


“Unitholder” has the meaning set forth in the preamble to this Agreement.


 


ARTICLE II.

REGISTRATION


 


Section 2.1            Registration Statement Covering
Issuance of Common Stock.  Subject to the provisions of Article III
hereof, the Company will use best efforts to file with the Commission a
registration statement on Form S-3 (the “Issuance
Registration Statement”) under Rule 415 under the Securities
Act that complies as to form in all material respects with applicable
Commission rules to register the issuance to Holders of the shares of
Common Stock to be issued upon the redemption of the Redeemable LLC Units, such
filing to be made within the four (4) week period following the date (the “Filing Date”) which is the later of (i) a date which is
fourteen (14) days prior to the first date on which the Redeemable LLC Units
issued pursuant to the Contribution Agreement may be redeemed for shares of
Common Stock pursuant


 

















 


to the provisions of the LLC Agreement or (ii) such other date as
may be required by the Commission pursuant to its interpretation of applicable
federal securities laws and the rules and regulations promulgated
thereunder.  The Company shall use its commercially
reasonable efforts to cause the Issuance Registration Statement filed with the
Commission to be declared effective by the Commission as soon as practicable
following the filing thereof and within sixty (60) days after the filing.  In the event the Company is unable to cause
the Issuance Registration Statement to be declared effective by the Commission
within sixty (60) days after the filing date, then the rights of the Holders
set forth in Sections 3.1 and 3.2 hereof shall apply to Common Stock received
by Holders upon redemption of the Redeemable LLC Units for shares of Common
Stock.  Notwithstanding the availability
of rights under Section 3.1 hereof, the Company shall continue to use its commercially
reasonable efforts to cause the Issuance Registration Statement to be declared
effective by the Commission and if it shall be declared effective by the
Commission, at any time, the obligations of the Company under Section 3.1
hereof shall cease.  The Company agrees
to use its commercially reasonable efforts to keep the Issuance Registration
Statement continuously effective (a) until the earlier of (i) the S-3
Expiration Date, or (ii) the first date on which no Redeemable LLC Units
(other than those held by the Company) remain outstanding (the “Full Conversion Date”). 
Notwithstanding anything to the contrary herein, to the extent the rules and
regulations of the Commission permit the Company to use a registration
statement that has been declared effective by the Commission and continues to
be effective (an “Existing Shelf Registration Statement”)
to register the issuance to Holders of the shares of Common Stock to be issued
upon the redemption of the Redeemable LLC Units, the Company shall be permitted
to file a prospectus supplement or prepare such supplemental materials as are
then required by the rules and regulations of the Commission in lieu of
filing the Issuance Registration Statement, in which case each reference in
this Agreement to the Issuance Registration Statement shall be deemed to be a
reference to such Existing Shelf Registration Statement.


 


ARTICLE III.

REGISTRATION RIGHTS


 


Section 3.1            Registration Rights.


 


(a)           Resale Shelf Registration Statement.  This Section 3.1(a) shall apply
with respect to any shares of Common Stock issued or issuable upon exchange of
Redeemable LLC Units during the period, if any, beginning on the earlier of (a) the
Company’s failure to file the Issuance Registration Statement within the four (4) week
period specified in Section 2.1 and (b) if the Issuance Registration
Statement has been filed but has not been declared effective by the Commission
within sixty (60) days after the filing, the sixtieth (60th) day
after such filing and ending, in each case, on the date upon which no
Redeemable LLC Units or Registrable Securities remain outstanding(the “Supplemental Rights Period”); provided, however,
that if the Company is unable to keep the Issuance Registration Statement
effective until the Full Conversion Date (except as permitted pursuant to Section 3.3
hereof), the Holders shall be entitled to exercise the rights provided under
this Section 3.1(a); and provided  further, if the S-3
Expiration Date has occurred, the Supplemental Rights Period under this Section 3.1(a) will
be suspended until the S-3 Expiration Date is no longer effective.  During the Supplemental Rights Period, upon
receipt of a written demand from one or more Holders (including any Unitholder),
the Company will use best efforts to file with the Commission a registration


 

















 


statement
on Form S-3 (the “Resale Shelf Registration
Statement”) under Rule 415 under the Securities Act that
complies as to form in all material respects with applicable Commission rules to
register the resale by such Holder(s) of shares of Common Stock issued or
issuable upon exchange of their Redeemable LLC Units, such filing to be made
within the thirty (30) day period following the date of such demand.  The Company shall give written notice of the
proposed filing of the Resale Shelf Registration Statement to all Holders of
Registrable Securities and Redeemable LLC Units as soon as practicable (but in
no event less than twenty (20) days before the anticipated filing date), and
such notice shall offer such Holders the opportunity to participate in the
Resale Shelf Registration Statement and to register the resale of shares of Common
Stock issued or issuable upon exchange of their Redeemable LLC Units.  The Company shall use its commercially
reasonable efforts to cause the Resale Shelf Registration Statement filed with
the Commission to be declared effective by the Commission as soon as
practicable following the filing thereof. 
The Company agrees to use its commercially reasonable efforts to keep
the Resale Shelf Registration Statement continuously effective through the end
of the Supplemental Rights Period. 
Notwithstanding anything to the contrary herein, to the extent the rules and
regulations of the Commission permit the Company to use an Existing Shelf
Registration Statement to register the resale by Holders of the shares of
Common Stock to be issued upon the redemption of the Redeemable LLC Units, the
Company shall be permitted to file a prospectus supplement or prepare such
supplemental materials as are then required by the rules and regulations
of the Commission in lieu of filing the Resale Shelf Registration Statement, in
which case each reference in this Agreement to the Resale Shelf Registration
Statement shall be deemed to be a reference to such Existing Shelf Registration
Statement.


 


(b)           Demand Registration Statement.  If any Registrable Securities or Redeemable
LLC Units remain outstanding after the S-3 Expiration Date, Holders may make a
written demand for registration under the Securities Act of all or part of the
Registrable Securities (a “Demand Registration”);
provided, however, that (i) the Company shall not be
obligated to effect more than two Demand Registrations for Holders in any
twelve month period, and (ii) the number of Registrable Securities
proposed to be sold by the Holder(s) making such written demand either (x) shall
be all the Registrable Securities owned by, or that may be issued upon exchange
of Redeemable LLC Units to, such Holders or (y) shall have an estimated
market value at the time of such demand (based upon the then market price of a
share of Common Stock) of at least $500,000 or (z) shall be at least
25,000 shares of Common Stock.  The
Company shall file any registration statement required by this Section 3.1(b),
which registration statement shall comply as to form in all material respects
with the applicable Commission rules providing for the sale by the Holder(s) of
such Registrable Securities (a “Demand Registration
Statement”) with the Commission within thirty (30) days after
receipt of the requisite Holder demand and shall use its commercially
reasonable efforts to cause the Demand Registration Statement to be declared
effective by the Commission as soon as practicable thereafter.  The Company shall give written notice of the
proposed filing of the Demand Registration Statement to all Holders of
Registrable Securities and Redeemable LLC Units as soon as practicable (but in
no event less than twenty (20) days before the anticipated filing date), and
such notice shall offer such Holders the opportunity to participate in such
Demand Registration and to register such number of shares of Registrable
Securities as each such Holder may request. 
The Company shall use its commercially reasonable efforts to keep each
such Demand Registration Statement continuously effective for a period of one
hundred eighty (180) days (such period, in each case, to be extended by the
number of days, if any, during which Holders were not permitted to make


 





















 


offers or
sales under the Demand Registration Statement by reason of Section 3.3
hereof); provided that in no event shall the Company be obligated to
maintain the effectiveness of the Demand Registration Statement once all of the
Registrable Securities covered thereby cease to be Registrable Securities.  The Company may elect to include in any
Demand Registration Statement additional shares of Common Stock to be issued by
the Company, if the Company reasonably believes that the inclusion of such
additional shares will not adversely affect the marketability of the offering
and subject, in the case of an underwritten secondary Demand Registration, to
cutback by the managing underwriters.  A
registration shall not constitute a Demand Registration under this Section 3.1(b)(i) until
the Demand Registration Statement has been declared effective or (ii) if
the Demand Registration is suspended for more than ninety (90) days.


 


(c)           Company Repurchase.   Upon receipt by the Company of a registration
demand pursuant to Section 3.1(b), the Company may, but will not be
obligated to, purchase for cash from any Holder so requesting registration all,
but not less than all, of the Registrable Securities which are the subject of
the request at a price per share equal to the average of the Closing Prices of
a share of Common Stock for the ten (10) trading days immediately
preceding the date of receipt by the Company of the registration request.  In the event the Company elects to purchase
the Registrable Securities which are the subject of a registration request, the
Company shall notify the Holder within five (5) Business Days of the date
of receipt of the request by the Company, which notice shall indicate (i) that
the Company will purchase for cash the Registrable Securities held by the
Holder which are the subject of the request, (ii) the price per share,
calculated in accordance with the preceding sentence, which the Company will
pay the Holder and (iii) the date upon which the Company shall purchase
the Registrable Securities, which date shall not be later than the tenth (10th)
Business Day after receipt of the registration request.  If the Company so elects to purchase the
Registrable Securities which are the subject of a registration request, then
upon such purchase the Company shall be relieved of its obligations under this Section 3.1
with respect to such Registrable Securities.


 


Section 3.2            Additional Registration
Procedures.  In connection with any registration statement
covering Registrable Securities filed by the Company pursuant to Section 2.1
or 3.1 hereof:


 


(a)           Each Holder
agrees to provide in a timely manner information requested by the Company
regarding the proposed distribution by that Holder of the Registrable
Securities and all other information reasonably requested by the Company in
connection with the preparation of the registration statement covering the
Registrable Securities.


 


(b)           Subject to Section 3.3 hereof, the
Company will prepare and file with the Commission such amendments and
supplements to the registration statement and the prospectus used in connection
therewith as may be necessary (i) to keep such registration statement
effective and (ii) to comply with the provisions of the Securities Act
with respect to the disposition of the securities covered by such registration
statement, in each case solely for such time as is contemplated in Section 2.1
or 3.1 above, as applicable.


 

















 


(c)           The
Company will, if requested by any of the Holders, prior to filing a
registration statement or prospectus, or any amendment or supplement thereto in
connection with any Resale Shelf Registration Statement or Demand Registration
Statement (each, a “Resale Registration
Statement”), furnish to each Selling Holder and each underwriter, if
any, of the Registrable Securities covered by such registration statement or
prospectus copies of such registration statement or prospectus or any amendment
or supplement thereto as proposed to be filed, and thereafter will furnish,
without charge, to each such Selling Holder and underwriter, if any, such
number of conformed copies of such registration statement, each amendment and
supplement thereto (in each case including all exhibits thereto and documents
incorporated by reference therein), the prospectus included in such
registration statement (including each preliminary prospectus) and such other
documents as such Selling Holder or underwriter may reasonably request in order
to facilitate the disposition of the Registrable Securities owned by such
Selling Holder.  The Company shall also promptly
notify each Selling Holder of Registrable Securities covered by any Resale
Registration Statement when such registration statement, or any post-effective
amendment thereto, has become effective.


 


(d)           After the
filing of the registration statement, the Company will promptly notify each
Selling Holder of Registrable Securities covered by the registration statement
of any stop order issued or threatened by the Commission and take all commercially
reasonable actions required to prevent the entry of such stop order or to
remove it if entered.


 


(e)           In
connection with any Resale Registration Statement, the Company will use
reasonable efforts to register or qualify the Registrable Securities under such
securities or blue sky laws of those jurisdictions in the United States (where
an exemption is not available) as any Selling Holder or managing underwriter or
underwriters, if any, reasonably (in light of the Selling Holder’s intended
plan of distribution) requests and shall use reasonable efforts to keep each
such registration or qualification effective during the period such Resale
Registration Statement is required to be kept effective pursuant to this
Agreement, and to do any and all other similar acts and things which may be
reasonably necessary or advisable to enable the Holders to consummate the
disposition of the Registrable Securities owned by the Holders in each such
jurisdiction; provided, however, that the Company will not be
required to (i) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this paragraph (d), (ii) subject
itself to taxation in any such jurisdiction where it is not then already
subject to taxation or (iii) consent to general service of process in any
such jurisdiction where it is not then subject.


 


(f)            In
connection with any Resale Registration Statement, the Company will enter into
customary agreements (including an underwriting agreement, if any, in customary
form) as are reasonably required in order to expedite or facilitate the
disposition of Registrable Securities pursuant to the Resale Registration
Statement.  Each Selling Holder
participating in an underwritten offering shall also enter into and perform its
or his obligations under the underwriting agreement.


 


(g)           The
Company shall cause all such Registrable Securities to be listed on each
securities exchange on which the Common Stock of the Company is then listed.


 

















 


(h)           If the
Registrable Securities are of a class of securities that is listed on a
national securities exchange, the Company shall file copies of any prospectus
covering Registrable Securities with such exchange so that the Selling Holders
shall benefit from the prospectus delivery procedures described in Rule 153
under the Securities Act.


 


(i)            The
Company will promptly notify each Selling Holder of such Registrable
Securities, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the existence of any fact of which the
Company is aware or the occurrence of an event requiring the preparation of a
supplement or amendment to either a registration statement or related
prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such registration statement or related prospectus as
then in effect, will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statement therein, in light of the circumstances then existing, not
misleading and promptly make available to each Selling Holder a reasonable
number of copies of any such supplement or amendment.


 


(j)            The
Company will make available for inspection by any Selling Holder of such
Registrable Securities, any underwriter participating in any disposition
pursuant to such Registrable Securities, any underwriter participating in any
disposition pursuant to such registration statement and any attorney,
accountant or other professional retained by any such Selling Holder or
underwriter (collectively, the “Inspectors”),
all financial and other records, pertinent corporate documents and properties
of the Company (collectively, the “Records”)
as shall be reasonably necessary to enable them to discharge their due
diligence responsibility under the Securities Act, and cause the Company’s
officers, directors and employees to supply all information reasonably
requested by any Inspectors in connection with the discharge of their due
diligence responsibility.  Records which
the Company determines, in good faith, to be confidential and which it notifies
the Inspectors are confidential shall not be disclosed by the Inspectors unless
the release of such Records is ordered pursuant to a subpoena or other order
from a court of competent jurisdiction. 
Each Selling Holder of such Registrable Securities agrees that
information obtained by it as a result of such inspections shall be deemed
confidential and shall not be used by it as the basis for any market
transactions in the securities of the Company or its Affiliates or otherwise
disclosed by it unless and until such is made generally available to the public
and further agrees, if the Company so requests, to enter into a confidentiality
agreement with the Company that is reasonably acceptable to the Selling Holder
and the Company prior to Selling Holder’s receipt of any confidential
information.  Each Selling Holder of such
Registrable Securities further agrees that it will, upon learning that
disclosure of such Records is sought in a court of competent jurisdiction, give
notice to the Company and allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of the Records deemed confidential.


 


(k)           If
requested by any Holder participating in the offering of Registrable
Securities, the Company shall incorporate in a prospectus supplement or post-effective
amendment such information concerning the Holder or the intended method of
distribution as the Holder reasonably requests to be included therein and is
reasonably necessary to permit the sale of the Registrable Securities pursuant
to the registration statement, including, without limitation, information with
respect to the number of Registrable Securities being sold, the purchase price
being paid therefor and any other material terms of the offering of the


 





















 


Registrable
Securities to be sold in such offering; provided, however, that
the Company shall not be obligated to include in any such prospectus supplement
or post-effective amendment any requested information that is not required by
the rules of the Commission and that is unreasonable in scope; provided,
further, that the Company shall not be required to file more than one (1) prospectus
supplement or post-effective amendment pursuant to this Section 3.2(k) in
any six-month period.


 


(l)            In
connection with a disposition of the Registrable Securities in which there is a
participating underwriter or underwriters, the Company will furnish to each
Selling Holder and to each underwriter, a signed counterpart, addressed to such
Selling Holder or underwriter, of (i) an opinion or opinions of counsel to
the Company and (ii) a comfort letter or comfort letters from the Company’s
independent public accountants (to the extent permitted by the standards of the
American Institute of Certified Public Accountants), each in customary form and
covering such matters of the type customarily covered by opinions or comfort
letters, as the case may be, as the Holders of a majority of the Registrable
Securities included in such offering or the managing underwriter or
underwriters therefor reasonably requests.


 


(m)          The Company
will otherwise use its commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission, and make available to
its security holders, as soon as reasonably practicable, an earnings statement
covering a period of twelve (12) months, beginning within three (3) months
after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 of the Commission promulgated thereunder (or
any successor rule or regulation hereafter adopted by the Commission).


 


(n)           The
Company will provide and cause to be maintained a transfer agent for all
Registrable Securities covered by the registration statement from and after a
date not later than the effective date of the registration statement.


 


Section 3.3            Material Developments; Suspension of
Offering.


 


(a)           Notwithstanding
the provisions of Sections 2.1 or 3.1 hereof or any other provisions of this
Agreement to the contrary, the Company shall not be required to file a
registration statement or to keep any registration statement effective if the
negotiation or consummation of a transaction by the Company or any of its
subsidiaries is pending or an event has occurred, which negotiation,
consummation or event would require additional disclosure by the Company in the
registration statement of material information which the Company (in the reasonable
judgment of management of the Company) has a bona fide business purpose
for keeping confidential and the nondisclosure of which in the registration
statement would be expected, in the Company’s reasonable determination, to cause
the registration statement to fail to comply with applicable disclosure
requirements; provided, however, that the Company (i) will
promptly notify the Holders of Registrable Securities otherwise entitled to
registration of a delay, suspension or withdrawal pursuant to this Section 3.3(a) and
(ii) may not delay, suspend or withdraw the registration statement for
such reason under this Section 3.3(a) more than twice in any twelve
(12) month period or three times in any twenty-four (24) month period or for
more than ninety (90) days at any time. 
Upon receipt of any notice from the Company of the happening of any
event during the period the registration statement is effective which is of a
type


 

















 


specified
in the preceding sentence or as a result of which the registration statement or
related prospectus contains any untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statement therein, in light of the circumstances under which they were made not
misleading, the Holders agree that they will immediately discontinue offers and
sales of the Registrable Securities under the registration statement (until
they receive copies of a supplemental or amended prospectus that corrects the
misstatements or omissions and receive notice that any post-effective amendment
has become effective or unless notified in writing by the Company that they may
resume such offers and sales).  If so
directed by the Company, Holders will deliver to the Company any copies of the
prospectus covering the Registrable Securities in their possession at the time
of receipt of such notice.  In the event
the Company shall give notice of the happening of an event of the kind
described in this Section 3.3(a), the Company shall extend the period
during which the affected registration statement is required to be maintained
pursuant to this Agreement by the number of days during the period from and
including the date of the giving of notice pursuant to this Section 3.3(a) to
the date when the Company shall make available a prospectus supplemented or
amended to conform with the requirements of the Securities Act.  Each Holder agrees to keep confidential the
fact that the Company has exercised its rights under this Section 3.3 and
all facts and circumstances relating to such exercise until such information is
made public by the Company.


 


(b)           If all
reports required to be filed by the Company pursuant to the Exchange Act have
not been filed by the required date without regard to any extension, or if the
consummation of any business combination by the Company has occurred or is
probable for purposes of Rule 3-05 or Article 11 of Regulation S-X
under the Securities Act, upon written notice thereof by the Company to the
Holders, the rights of the Holders to acquire Registrable Securities pursuant
to the Issuance Registration Statement or to offer, sell or distribute any
Registrable Securities pursuant to any Resale Registration Statement or to
require the Company to take action with respect to the registration of any
Registrable Securities pursuant to this Agreement shall be suspended until the
date on which the Company has filed such reports or obtained and filed the
financial information required by Rule 3-05 or Article 11 of
Regulation S-X to be included or incorporated by reference, as applicable,
in the Issuance Registration Statement or the Resale Registration Statement and
the Company shall notify the Holders as promptly as practicable when such
suspension is no longer required.  The
Company’s rights to suspend its obligations under this Section 3.3(b) shall
be in additional to its rights under Section 3.3(a).


 


Section 3.4            Registration Expenses.  Except
as otherwise provided in the Contribution Agreement, in connection with any
registration statement required to be filed hereunder, the Company shall pay
the following registration expenses incurred in connection with the registration
(the “Registration Expenses”): (i) all
registration and filing fees, (ii) fees and expenses of compliance with
securities or blue sky laws (including the fees and expenses of counsel to the
Company), (iii) printing and distribution expenses, (iv) internal
expenses (including, without limitation, all salaries and expenses of its officers
and employees performing legal or accounting duties), (v) the fees and
expenses incurred in connection with the listing of the Registrable Securities
on each securities exchange on which similar securities issued by the Company
are then listed, (vi) fees and disbursements of counsel for the Company
and the independent public accountants of the Company, and (vii) the fees
and expenses of any experts


 

















 


retained by the Company in connection with such
registration.  The Holders shall be
responsible for the payment of any and all other expenses incurred by them in
connection with the registration and sale of Registrable Securities, including,
without limitation, brokerage and sales commissions, underwriting fees and
placement agent fees, discounts and commissions attributable to the Registrable
Securities, fees and disbursements of counsel engaged by the Holders, and any
transfer taxes relating to the sale or disposition of the Registrable
Securities.


 


Section 3.5            Indemnification by the Company. 
The Company agrees to indemnify and hold harmless each Selling Holder,
its partners, members, officers, directors, employees, representatives, and
agents, and each Person, if any, who controls such Selling Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, actions, damages,
liabilities, costs and expenses (including, without limitation, but subject to
the provisions of Section 3.7 hereof, reasonable attorneys’ fees and
disbursements) caused by any untrue statement or alleged untrue statement of a
material fact contained in any Resale Registration Statement (or any amendment
thereto), including all documents incorporated therein by reference, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or arising out of any
untrue statement or alleged untrue statement of a material fact contained in
any prospectus contained in a Resale Registration Statement (or any amendment
thereto) at the time it became effective (a “Resale Prospectus”),
including all documents incorporated therein by reference, or the omission or
alleged omission therefrom of a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading,  except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
furnished in writing to the Company by such Selling Holder or on such Selling
Holder’s behalf expressly for inclusion therein; provided, however,
that the Company will not be liable in any case to the extent that any such
claim, loss, damage, liability or expense arises out of or is based upon any
untrue statement or omission contained in a Resale Prospectus which was
corrected in a supplement or amendment thereto if such claim is brought by a
purchaser of Registrable Securities from the Selling Holder and the Selling
Holder failed to deliver to such purchaser the supplement or amendment to the
Resale Prospectus in a timely manner.


 


Section 3.6            Indemnification by Holders of
Registrable Securities.  Each Selling Holder of
Registrable Securities covered by a Resale Registration Statement agrees to
indemnify and hold harmless the Company, its officers, directors and agents and
each Person, if any, who controls the Company within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent
as the indemnity set forth in Section 3.5 from the Company to Selling Holders,
but only with respect to information relating to such Selling Holder furnished
in writing by such Selling Holder or on such Selling Holder’s behalf expressly
for use in any Resale Registration Statement or Resale Prospectus or any
amendment or supplement thereto; provided, that the aggregate liability
of a Selling Holder under this Section 3.6 with respect to any Resale
Registration Statement shall not exceed the proceeds received by the Selling
Holder from the sale of Registrable Securities pursuant that Resale
Registration Statement.  Each Holder also
agrees to indemnify and hold harmless underwriters of the Registrable
Securities, their officers and directors and each Person who controls such
underwriters within the meaning of Section 15 of the Securities Act or Section 20
of the


 

















 


Exchange
Act on substantially the same basis as that of the indemnification of the
Company provided in this Section 3.6.


 


Section 3.7            Conduct of Indemnification
Proceedings.  Each indemnified party shall give reasonably prompt
notice to each indemnifying party of any action or proceeding commenced against
it in respect of which indemnity may be sought hereunder, but failure to so
notify the indemnifying party (i) shall not relieve the indemnifying party
from any liability which it may have under the indemnity agreement provided in Section 3.5
or 3.6 above, unless and to the extent it did not otherwise learn of such
action and the lack of notice by the indemnified party results in the
forfeiture by the indemnifying party of substantial rights and defenses and (ii) shall
not, in any event, relieve the indemnifying party from any obligations to the
indemnified party other than the indemnification obligation provided under Section 3.5
or 3.6 above.  If the indemnifying party
so elects within a reasonable time after receipt of notice, the indemnifying
party may assume the defense of the action or proceeding at the indemnifying
party’s own expense with counsel chosen by the indemnifying party and approved
by the indemnified party, which approval shall not be unreasonably withheld; provided,
however, that if the defendants in any such action or proceeding include
both the indemnified party and the indemnifying party and the indemnified party
reasonably determines based upon advice of legal counsel experienced in such
matters, that there may be legal defenses available to it which are different
from or in addition to those available to the indemnifying party, then the
indemnified party shall be entitled to separate counsel at the indemnifying
party’s expense, which counsel shall be chosen by the indemnified party and
approved by the indemnifying party, which approval shall not be unreasonably
withheld; provided  further, that it is understood that the
indemnifying party shall not be liable for the fees, charges and disbursements
of more than one separate firm (other than one local counsel, if relevant).  If the indemnifying party does not assume the
defense, after having received the notice referred to in the first sentence of
this Section 3.7, the indemnifying party will pay the reasonable fees and
expenses of counsel for the indemnified party; in that event, however, the
indemnifying party will not be liable for any settlement effected without the
written consent of the indemnifying party. 
If an indemnifying party assumes the defense of an action or proceeding
in accordance with this Section, the indemnifying party shall not be liable for
any fees and expenses of counsel for the indemnified party incurred thereafter
in connection with that action or proceeding except as set forth in the proviso
in the second sentence of this Section 3.7.  Unless and until a final judgment is rendered
that an indemnified party is not entitled to the costs of defense under the
provisions of this Section, the indemnifying party shall reimburse, promptly as
they are incurred, the indemnified party’s costs of defense.


 


Section 3.8            Contribution.


 


(a)           If the
indemnification provided for in Section 3.5 or 3.6 hereof is applicable in
accordance with its terms, but if determined by a court of competent
jurisdiction to be legally unenforceable in respect of any losses, claims,
damages or liabilities referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by indemnified party as a result of such losses, claims,
damages or liabilities as between the Company on the one hand and each Selling
Holder on the other, in such proportion as is appropriate to reflect the
relative fault of the Company on the one hand and of each Selling Holder on the
other in connection with such statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant


 

















 


equitable
considerations.  The relative fault of
the Company on the one hand and of each Selling Holder on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact has been made by or relates to information supplied by
the Company or such Selling Holder.


 


(b)           The
Company and the Selling Holders agree that it would not be just and equitable
if contribution pursuant to this Section 3.8 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in Section 3.8(a).  The amount paid or payable by an indemnifying
party as a result of the losses, claims, damages or liabilities referred to in
Sections 3.5 and 3.6 hereof shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
the indemnified party in connection with investigating or defending any such
action or claim.  Notwithstanding the
provisions of this Section 3.8, no Selling Holder shall be required to
contribute any amount in excess of the amount by which the total price at which
the securities of such Selling Holder were offered to the public exceeds the
amount of any damages which such Selling Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.


 


Section 3.9            Participation in Underwritten
Registrations.  No Holder may participate in any underwritten
registration hereunder unless the Holder (a) agrees to sell his or its
Registrable Securities on the basis provided in the applicable underwriting
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents in customary
form as reasonably required under the terms of such underwriting arrangements.


 


Section 3.10         Holdback Agreements. 
Each Holder whose securities are included in a Resale Registration
Statement agrees not to effect any sale or distribution of the securities
registered under that Registration statement or any similar security of the
Company, or any securities convertible into or exchangeable or exercisable for
such securities, including a sale pursuant to Rule 144 under the
Securities Act, during the fourteen (14) days prior to, and during the ninety
(90)-day period beginning on, the effective date of such registration statement
(except as part of such registration), if and to the extent requested in
writing by the Company in the case of a non-underwritten public offering by the
Company or if and to the extent requested in writing by the managing
underwriter or underwriters in the case of an underwritten public offering.


 


ARTICLE IV.

MISCELLANEOUS


 


Section 4.1            Specific Performance. 
The parties hereto acknowledge that there would be no adequate remedy at
law if any party fails to perform any of its obligations hereunder, and
accordingly agree that each party, in addition to any other remedy to which it
may be entitled at law or in equity, shall be entitled to seek specific
performance of the obligations, covenants and agreements of any other party
under this Agreement in accordance


 

















 


with the terms and conditions of this Agreement in any
court of the United States or any State thereof having jurisdiction.


 


Section 4.2            Amendments and Waivers. 
The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given without the prior
written consent of the Company and the Holders holding at least a majority of the
then outstanding Registrable Securities and Redeemable LLC Units, taken
together as one class assuming all Redeemable LLC Units were exchanged for
Registrable Securities.  No failure or
delay by any party to insist upon the strict performance of any covenant, duty,
agreement or condition of this Agreement or to exercise any right or remedy
consequent upon any breach thereof shall constitute a waiver of any such breach
or any other covenant, duty, agreement or condition.


 


Section 4.3            Notices. 
Any notice required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been given (a) when delivered by
hand or upon transmission by telecopier or similar facsimile transmission
device, (b) on the date delivered by a courier service, or (c) on the
third Business Day after mailing by registered or certified mail, postage
prepaid, return receipt requested, in any case addressed as follows:


 


(a)           if to any
Holder, to such Holder at the address set forth under such Holder’s name on the
signature page hereto, or to such other address and to such other Persons
as the Holders may hereafter notify the Company in writing; and


 


(b)           if to the
Company, to Health Care Property Investors, Inc., 3760 Kilroy Airport Way,
Suite 300, Long Beach, California 90806 (Attention:  Legal Department), or to such other address
as the Company may hereafter specify in writing.


 


Section 4.4            Successors and Assigns.  The
rights and obligations of the Holders under this Agreement shall not be
assignable by any Holder to any Person that is not a Holder; provided, however,
that a Unitholder may assign its rights and obligations hereunder, following
prior written notice to the Company, to a permitted transferee in connection
with a transfer of some or all of such Unitholder’s LLC Units in accordance
with the terms of the LLC Agreement, if such transferee agrees in writing to be
bound by all of the provisions hereof.  This
Agreement shall be binding upon the parties hereto, the Holders and their
respective successors and assigns (including lenders in foreclosure).


 


Section 4.5            Counterparts. 
This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


Section 4.6            Governing Law. 
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York without regard to the conflicts of law
provisions thereof.


 


Section 4.7            Severability. 
In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or


 

















 


unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


 


Section 4.8            Entire Agreement.  This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein.  This Agreement supersedes all
prior agreements and understandings between the parties with respect to the
subject matter of this Agreement.


 


Section 4.9            Headings. 
The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning of any provision of this
Agreement.


 


Section 4.10         Selling Holders Become Party to
this Agreement.  By asserting or participating in the benefits
of registration of Registrable Securities pursuant to this Agreement, each
Holder agrees that it or he will be deemed a party to this Agreement and be
bound by each of its terms.


 


Section 4.11         Rule 144.  The
Company covenants that it will file any reports required to be filed by it
under the Securities Act and the Exchange Act to the extent required from time
to time to enable Holders to sell Registrable Securities without registration
under the Securities Act within the limitations of the exemptions provided by (a) Rule 144
under the Securities Act, as such Rule may be amended from time to time, or
(b) any similar rule or regulation hereafter adopted by the
Commission.  Upon the request of any
Holder, the Company will deliver to such Holder a written statement as to
whether it has filed such reports.  In
connection with any sale, transfer or other disposition by a Holder of any
Registrable Securities pursuant to Rule 144 under the Securities Act, the
Company shall cooperate with the Holder to facilitate the timely preparation
and delivery of certificates representing the Registrable Securities to be
sold, and enable certificates for such Registrable Securities (which
certificates shall not bear Securities Act legends) to be for such number of
shares and registered in such names as a Holder may reasonably request; provided
that any such request shall be made at least five (5) Business Days prior
to any sale of Registrable Securities hereunder.


 


[Signature Page Follows]


 

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  HEALTH CARE PROPERTY INVESTORS, INC.,

  
	
   

  	
  a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Schoen

  	
   

  
	
   

  	
  Name:

  	
  Tim Schoen

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  	
   

  



 

















 


UNITHOLDERS SIGNATURE PAGE

ATTACHED TO AND MADE A PART OF

THAT CERTAIN REGISTRATION RIGHTS AGREEMENT

DATED AS OF FEBRUARY 9, 2007


 


POWER OF ATTORNEY


 


	
  Signature

  	
   

  	
  Unitholder

  	
   

  	
  Date

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  TWG Medical, Ltd.

  	
   

  	
  The date set forth

  	
   

  	
  7777 Forest Lane

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Suite C-840

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dallas, TX 75230

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Marvin C.
  Culbertson, Jr.

  	
   

  	
  The date set forth

  	
   

  	
  6126 Averell Way

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  #109 W

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dallas, TX 75225

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Pierce D. Flanders

  	
   

  	
  The date set forth

  	
   

  	
  1317 Palm Valley

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Drive East

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Harlingen, TX 78552

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  G&B Johnson

  	
   

  	
  The date set forth

  	
   

  	
  8523 Thackery

  
	
   

  	
   

  	
  Investments, Ltd.

  	
   

  	
  above

  	
   

  	
  Apt. 2103

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dallas, TX 75225

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Clifford J. Osborn

  	
   

  	
  The date set forth

  	
   

  	
  5581 East Finisterra

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Tucson, AZ 85715

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Sandra R. Cohen,
  Trustee

  	
   

  	
  The date set forth

  	
   

  	
  7030 South Jan Mar

  
	
   

  	
   

  	
  for the Ivy T.
  Rabinowitz

  	
   

  	
  above

  	
   

  	
  Dallas, TX 75230

  
	
   

  	
   

  	
  Trust for Sandra R.
  Cohen

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Joe A. Stalcup

  	
   

  	
  The date set forth

  	
   

  	
  6510 Abrams

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Suite 640

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dallas, TX 75231

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Howard G. Thomas

  	
   

  	
  The date set forth

  	
   

  	
  8333 Douglas

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Suite 1414

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dallas, TX 75225

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Carol E. Touchstone

  	
   

  	
  The date set forth

  	
   

  	
  3829 Stratford

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Dallas, TX 75205

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Jesse M. Hellums III

  	
   

  	
  The date set forth

  	
   

  	
  16161 College Oak

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Suite 100

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  San Antonio, TX 78249

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Hunt H. Hellums

  	
   

  	
  The date set forth

  	
   

  	
  906 Point Run Dr.

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Pflugerville, TX 78660

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Frank O. Seay

  	
   

  	
  The date set forth

  	
   

  	
  4242 Lomo Alto N48

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Dallas, TX 75219

  



 

















 


	
  Signature

  	
   

  	
  Unitholder

  	
   

  	
  Date

  	
   

  	
  Address

  



 


	
  *

  	
   

  	
  Robert J. Wright

  	
   

  	
  The date set forth

  	
   

  	
  7777 Forest Lane

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Suite C-840

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dallas, TX 75230

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Cynthia J. Hellstern

  	
   

  	
  The date set forth

  	
   

  	
  10827 Crooked Creek Drive

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Dallas, TX 75229

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Mary Ellen Thomas

  	
   

  	
  The date set forth

  	
   

  	
  3904 Deepwood St.

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Colleyville, TX 76034

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Harlan R. Crow

  	
   

  	
  The date set forth

  	
   

  	
  Crow Holdings

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  2100 McKinney

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Suite 700

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dallas, TX 75201

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Wright Williams, Ltd.

  	
   

  	
  The date set forth

  	
   

  	
  7777 Forest Lane

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Suite C-840

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dallas, TX 75230

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Allen E. Cullum

  	
   

  	
  The date set forth

  	
   

  	
  5952 Royal Ln #216

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Dallas, TX 75230-3831

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Margaret Anne Cullum

  	
   

  	
  The date set forth

  	
   

  	
  11 Turtle Creek Bend

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Dallas, TX 75204

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  William Bennett Cullum

  	
   

  	
  The date set forth

  	
   

  	
  4940 Mangold Circle

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Dallas, TX 75229-4343

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Thornton Tye Medical, L.P.

  	
   

  	
  The date set forth

  	
   

  	
  c/o
  Ken Travis

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Travis
  Wolff

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  5580
  LBJ Fwy

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Suite 400

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dallas,
  TX 75240

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  James McDonald Williams

  	
   

  	
  The date set forth

  	
   

  	
  c/o
  Dorothy Hopkins

  
	
   

  	
   

  	
   

  	
   

  	
  above

  	
   

  	
  Williams
  Interests

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2001
  Ross, Suite 3350

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dallas,
  TX 75201

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Harlan R. Crow, Trustee

  	
   

  	
  The date set forth

  	
   

  	
  2100
  McKinney

  
	
   

  	
   

  	
  for the Trammell Crow

  	
   

  	
  above

  	
   

  	
  Suite 700

  
	
   

  	
   

  	
  1994 Revocable Trust

  	
   

  	
   

  	
   

  	
  Dallas,
  TX 75201

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
   

  	
  Crow Realty Investors,

  	
   

  	
  The date set forth

  	
   

  	
  2100
  McKinney

  
	
   

  	
   

  	
  L.P.

  	
   

  	
  above

  	
   

  	
  Suite 700

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dallas,
  TX 75201

  



 

















 


	
   

  	
  *By

  	
  TWG Medical, Ltd., a
  Texas limited

  
	
   

  	
  partnership, as
  Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TWG, Inc., its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert J. Wright

  	
   

  
	
   

  	
   

  	
  Robert J. Wright

  
	
   

  	
   

  	
  President