EXHIBIT 4.25


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT, dated as of October 19, 2005, 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,
HCPI/Tennessee, LLC, a Delaware limited liability company (the “Operating LLC”), A. Daniel Weyland, an individual, and
certain other parties have entered into that certain Contribution Agreement and
Escrow Instructions dated as of October    , 2005 (the “Contribution Agreement”) providing, among other things, for
the contribution of certain property interests by certain of the parties
thereto to the Operating LLC, the contribution of cash by the Company to the
Operating LLC and the issuance by the 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 commercial banks in New York, New York, Los Angeles, California,
Nashville, Tennessee or Denver, Colorado are authorized by law to close.


 


“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 traded on an exchange
but is quoted on the NASDAQ or a successor quotation system, (1) the last
sales price (if the Common Stock is then listed as a National Market Issue
under the NASD National Market System) or (2) the mean between the closing
representative bid and asked prices (in all other cases) for the Common Stock
as reported by NASDAQ or such successor quotation system or (iii) if the
Common Stock is not publicly traded on an exchange and not quoted on NASDAQ or
a successor quotation system, 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(a) hereof.


 


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


 


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


 


“LLC
Agreement” means the Amended and Restated Limited
Liability Company Agreement of HCPI/Tennessee, LLC, effective as of October 24,
2003, as amended by that certain Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of
HCPI/Tennessee, LLC dated September 29, 2004, as further amended by that
certain Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC dated October 27,
2004, and as further amended by that certain Amendment No. 3 to Amended
and Restated Limited Liability Company Agreement of HCP/Tennessee, 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.


 


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“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.


 


“Piggyback
Registration Statement” means any registration statement
of the Company in which Registrable Securities are included pursuant to Section 3.1(b) hereof.


 


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


 


“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
Registration Statement” has the meaning set forth in Section 3.5.


 


“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 Demand Registration Statement or a Piggyback
Registration Statement.


 


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


 


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“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 commercially reasonable efforts to file with the
Commission a registration statement on Form S-3 (the “Issuance
Registration Statement”) under Rule 415 under the Securities
Act covering the issuance to Holders of shares of Common Stock pursuant to 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 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,
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, 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
(the “Full Conversion Date”) on which no Redeemable
LLC Units (other than those held by the Company) remain outstanding.


 


ARTICLE III.

REGISTRATION RIGHTS


 


Section 3.1            Registration
Rights.  The
following provisions shall apply with respect to Registrable Securities during
the period, if any, beginning on the earlier of (a) the S-3 Expiration
Date (or, if the S-3 Expiration Date shall occur before the 30th day prior to
the first date on which the Redeemable LLC Units issued pursuant to the
Contribution Agreement may be exchanged for shares of Common Stock, beginning
on such 30th prior day) and (b) the Company’s failure to file the Issuance
Registration Statement within the four (4) week period specified in Section 2.1,
and ending on the date when the Company would no longer be obligated to
maintain the applicable registration statement in effect pursuant to the terms
of Section 2.1 if the S-3 Expiration Date had not occurred or the Company
had not failed to file the Issuance Registration Statement (the “Supplemental Rights Period”).  During the Supplemental Rights Period, the
Holders shall have the following rights:


 


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(a)           Demand Rights.  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 one Demand Registration for Holders in any twelve month period, and (ii) the
number of Registrable Securities proposed to be sold by the Holders making such
written demand either (x) shall be all the Registrable Securities owned by
all Holders of all Registrable Securities 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 $2,000,000 or (z) shall be less than 100,000
shares of Common Stock.  The Company
shall file any registration statement required by this Section 3.1(a) (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 the 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 forty five (45) days, unless the offering pursuant to
the Demand Registration Statement is an underwritten offering and the managing
underwriter requires that the Demand Registration Statement be kept effective
for a longer period of time, in which event the Company shall maintain the
effectiveness of the Demand Registration Statement for such longer period up to
one hundred twenty (120) 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).  The Company may elect to
include in any Demand Registration Statement additional shares of Common Stock
to be issued by the Company, 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(a) until the Demand Registration
Statement has been declared effective.


 


(b)           Piggyback Rights.  If the Company at any time during the
Supplemental Rights Period proposes to file a registration statement under the
Securities Act with respect to an offering of shares of Common Stock for its
own account or for the account of any holders of shares of its Common Stock, in
each case solely for cash (other than a Demand Registration Statement (in which
case the ability of a Holder to participate in such Demand Registration
Statement shall be governed by Section 3.1(a) hereof) or a
registration statement (i) on Form S-8 or any successor form to Form S-8
or in connection with any employee or director welfare, benefit or compensation
plan, (ii) in connection with an exchange offer or an offering of
securities exclusively to existing security holders of the Company or its
subsidiaries or (iii) relating to a transaction pursuant to Rule 145
of the Securities Act), the Company shall give written notice of the proposed
registration to the record owners of Registrable Securities and Redeemable LLC
Units at least twenty (20) days prior to the filing of the registration
statement.  The Holders of Registrable
Securities shall have the right to request that all or any part of the
Registrable Securities be included in the registration statement by giving
written notice to the Company within ten (10) days after the giving of the
foregoing notice by the Company; provided, however, (A) if
the registration relates to an underwritten primary offering on behalf of


 


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the
Company and the managing underwriters of the offering determine in good faith
that the aggregate amount of securities of the Company which the Company, Holders
of Registrable Securities and holders of other piggyback registration rights
propose to include in the registration statement exceeds the maximum amount of
securities that could practicably be included therein, the Company will include
in the registration, up to such maximum amount, first, the securities which the
Company proposes to sell, and second, pro rata, the Registrable Securities and
the securities proposed to be included by any holders of other piggyback
registration rights, and (B) if the registration is an underwritten
secondary registration on behalf of any of the other security holders of the
Company (the “Secondary Offering Security Holders”)
and the managing underwriters determine in good faith that the aggregate amount
of securities which the Holders of Registrable Securities, the Secondary
Offering Security Holders and the holders of other piggyback registration
rights propose to include in such registration statement exceeds the maximum
amount of securities that could practicably be included therein, the Company
will include in the registration, up to such maximum amount, first, the
securities to be sold for the account of the Secondary Offering Security
Holders, and second, pro rata, the Registrable Securities and the securities proposed
to be included by any holders of other piggyback registration rights.  The Company shall use its commercially
reasonable efforts to cause, but shall not be obligated to cause, the managing
underwriter or underwriters of a proposed underwritten offering to permit the
Registrable Securities requested to be included in a piggyback registration to
be included on the same terms and conditions as any similar securities of the
Company included therein.  (It is
understood, however, that the underwriters shall have the right to terminate
entirely the participation of the Holders of Registrable Securities if the
underwriters eliminate entirely the participation in the registration of all
the other holders electing to include securities in the registration (other than
the Company and the Secondary Offering Security Holders) because it is not
practicable to include such securities in the registration.)  If the registration is not an underwritten
registration, then all of the Registrable Securities requested to be included
in the registration shall be included. 
Registrable Securities proposed to be registered and sold pursuant to an
underwritten offering for the account of the Holders of Registrable Securities
shall be sold to prospective underwriters selected by the Company and on the
terms and subject to the conditions of one or more underwriting agreements
negotiated between the Company, the Secondary Offering Security Holders, the
Holders of Registrable Securities and any other holders demanding registration
and the prospective underwriters. 
Registrable Securities need not be included in any registration
statement pursuant to this provision if in the opinion of counsel to the
Company (a copy of which opinion is delivered to the record owners of
Registrable Securities) registration under the Securities Act is not required
for public distribution of the Registrable Securities.  The Company shall have the right to terminate
or withdraw any registration initiated by it under this Section 3.1(b) prior
to the effectiveness of the registration statement whether or not any holder
has elected to include any Registrable Securities in the registration
statement.


 


(c)           Company Repurchase.  Upon receipt by the Company of a registration
demand pursuant to Section 3.1(a), 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


 


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registration
request, the Company shall notify the Holder within five 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
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)           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 Demand Registration
Statement or Piggyback 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 furnish to 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.


 


(c)           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.


 


(d)           In connection with any Demand
Registration Statement or Piggyback 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; 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 or (iii) consent to general service of process in any such
jurisdiction.


 


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(e)           In connection with any Demand
Registration Statement or Piggyback 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 Demand
Registration Statement or Piggyback Registration Statement.  Each Selling Holder participating in an underwritten
offering shall also enter into and perform its or his obligations under the
underwriting agreement.


 


(f)            The Company shall cause all such
Registrable Securities to be listed on each securities exchange on which
similar securities issued by the Company are then listed.


 


(g)           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
occurrence of an event requiring the preparation of a supplement or amendment
to such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus 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.


 


(h)           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 Company. 
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.


 


(i)            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


 


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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.


 


(j)            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).


 


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 judgment of management of the Company)
has a bona fide business purpose for keeping confidential and the
nondisclosure of which in the registration statement might 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, 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).  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


 


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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 Demand Registration Statement or Piggyback 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, the Demand Registration Statement or
the Piggyback 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.  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 reasonable fees and expenses of counsel to the
Company), (iii) printing 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, 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
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
Demand Registration Statement or Piggyback Registration Statement
(individually, a “Resale  Registration
Statement”) or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein,


 


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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 at the time it became effective (a “Resale
Prospectus”), 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. 
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 it 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


 


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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. 
If the indemnifying party does not assume the defense, after having
received the notice referred to in the first sentence of this Section, 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
and of each Selling Holder 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 relates to information
supplied by the Company or such Selling Holder, and the Company’s and the
Selling Holder’s relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.


 


(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.


 


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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 Demand Registration Statement or Piggyback Registration Statement agrees not
to effect any sale or distribution of the securities registered 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 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
obligation 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


 


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(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.  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.


 


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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/ Talya Nevo-Hacohen

  
	
   

  	
  Name:

  	
  Talya Nevo-Hacohen

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


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  UNITHOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ A. Daniel Weyland

  
	
   

  	
   

  
	
   

  	
  A. Daniel Weyland

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  



 


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