Exhibit 4.24


 


REGISTRATION RIGHTS
AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT, dated as of July 22,
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, the Unitholders, HCP DR California, LLC, a Delaware limited
liability company (the “Operating LLC”)
and certain other parties have entered into that certain Contribution and
Purchase Agreement and Joint Escrow Instructions dated as of July 22, 2005
(the “Contribution Agreement”) providing,
among other things, for the contribution of certain properties by the
Unitholders to the Operating LLC and the contribution of cash by the Company to
the Operating LLC; and


 


WHEREAS,
it is a condition to the closing of the transactions contemplated by the
Contribution Agreement with respect to the Properties (as defined in the
Contribution Agreement) that the parties hereto enter into this Agreement;


 


NOW,
THEREFORE, in consideration of 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 or Los
Angeles, California 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.


 


 “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 the Operating LLC dated as of the date
of this Agreement, 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.


 


“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).


 


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“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.


 


“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.  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 that complies as to form in all material respects with applicable 


 


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Commission rules registering the issuance to Holders of all shares
of Common Stock to be issued upon the redemption of the Redeemable LLC Units,
such filing to be made (i) during the period beginning 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 and ending fourteen (14) days after the
first date such Redeemable LLC Units may be redeemed or (ii) during such
other period 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 original
filing date, then the rights of the Holders set forth in Sections 3.1 and 3.2
hereof shall apply to Registrable Securities. 
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.  Subject to the provisions of Section 3.3
hereof, 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) or
Registrable Securities remain outstanding (the “Full
Conversion Date”).


 


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), (b) the Company’s failure to file the
Issuance Registration Statement by the last day on which the Issuance
Registration Statement may be filed as provided in Section 2.1 or (c) if
the Issuance Registration Statement has been filed but has not been declared
effective by the Commission within sixty (60) days after such original filing
date, the sixtieth (60th) day after the original filing date, and ending on the
Full Conversion Date (the “Supplemental Rights Period”); provided, however, that,
except as permitted in Section 3.3 hereof, if the Company is unable
to keep the Issuance Registration Statement effective until the Full Conversion
Date, the Holders shall be entitled to exercise the rights provided under this Section 3.1.  During the Supplemental Rights Period, the
Holders shall have the following rights:


 


(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 two (2) 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 


 


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of
Redeemable LLC Units to, such Holders , (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 not be less than 100,000
shares of Common Stock.  The Company
shall file any registration statement required by this Section 3.1(a), which
registration statement shall comply as to form in all material respects with
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 case shall the Company be obligated to maintain
the effectiveness of any Demand Registration Statement once all 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; provided, however, 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(a):
(i) unless and until the Demand Registration Statement has been declared
effective or (ii) if the Demand Registration Statement is suspended for
more than ninety (90) days at any one time. 
Notwithstanding any provision of this Section 3.1(a) to the
contrary, the Company shall have the option, in its sole discretion, to
register pursuant to any Demand Registration Statement, along with Registrable
Securities that Holders have requested to be included in such Demand
Registration Statement in accordance with this Section 3.1(a), any or all
additional Registrable Securities that are outstanding or issuable upon
exchange of Redeemable LLC Units (such additional Registrable Securities, the “Additional Demand Securities”); provided, however, that if the
Company elects to register any Additional Demand Securities in any Demand
Registration Statement, the Company shall use its commercially reasonable
efforts to keep such Demand Registration Statement continuously effective for
the longer of (A) 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) or (B) until all Registrable
Securities covered thereby cease to be Registrable Securities; provided,
further, that in no case shall the Company be obligated to maintain the
effectiveness of any such Demand Registration Statement once all the
Registrable Securities covered thereby cease to be Registrable Securities.


 


(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 Demand 


 


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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
its Registrable Securities be included in the registration statement by giving
written notice to the Company within ten (10) days after receipt of the
foregoing notice by the Company; provided, however, (A) if
the registration relates to an underwritten primary offering on behalf of the
Company and the managing underwriters of the offering determine in good faith
that the aggregate amount of securities 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 without adversely
affecting the marketability of the offering, then 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
requested to be included 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 without adversely affecting the marketability of the offering, then 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 requested to be
included in such registration 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 


 


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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 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 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 as 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 for such time
as is contemplated in Section 2.1 or 3.1 above.


 


(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 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 will furnish, 


 


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without
charge, to each 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 Demand Registration
Statement or Piggyback 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
holder of securities covered by the registration statement of any stop order
issued or threatened by the Commission and shall 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 Demand Registration Statement or Piggyback Registration Statement,
the Company will use commercially reasonable efforts to register or qualify the
Registrable Securities under such state 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 commercially reasonable efforts to keep each such registration or
qualification effective during the period such 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
jurisdiction where it would not otherwise be subject to taxation or (iii) consent
to general service of process in any jurisdiction where it is not then so
subject.


 


(f)            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.


 


(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, 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.


 


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(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 the registration statement or related
prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such registration statement or related prospectus, both
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.  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, 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 is unreasonable in
scope compared with the Company’s most recent prospectus or prospectus
supplement used in connection with a primary or secondary offering of equity
securities by the Company; provided, further, that the Company 


 


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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)           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 


 


10





















 


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 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.  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, except as
provided below, the Company shall pay all registration expenses incurred in
connection with the registration (the “Registration Expenses”), including the
following: (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; provided, however, that, promptly after the filing of the first
registration statement hereunder, Aegis Assisted Living, LLC shall pay or cause
to be paid to the Company an aggregate of $75,000 as provided in the
Contribution Agreement. 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 and placement agent fees, discounts and
commissions attributable to the Registrable Securities, fees and disbursements
of counsel representing the Holders, all salaries and expenses of its officers
and employees performing legal or accounting duties and any transfer taxes
relating to the sale or disposition of the Registrable Securities.


 


11





















 


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 Demand Registration Statement or Piggyback
Registration Statement (or any amendment thereto) (individually, a “Resale  Registration Statement”),
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 (or any
amendment thereto) contained in a Resale Registration Statement 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.  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 


 


12





















 


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 the indemnifying party will not
settle, compromise or consent to the entry of any judgment with respect to any
such action or proceeding without the written consent of the indemnified party
unless such settlement, compromise or consent secures the unconditional release
of the indemnified party; provided, further, that if the
defendants in any such action or proceeding include both the indemnified party
and the indemnifying party and the indemnified party reasonably determine 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 indemnifying party shall not be
entitled to assume the defense of the indemnified party and 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; and 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 is not entitled to assume the defense of such
action or proceeding as a result of the second proviso to the preceding
sentence, the indemnifying party’s counsel shall be entitled to conduct the
indemnifying party’s defense and counsel for the indemnified party shall be
entitled to conduct the defense of the indemnified party, it being understood
that both such counsel will cooperate with each other, to the extent feasible
in light of the conflict of interest or different available legal defenses, to
conduct the defense of such action or proceeding as efficiently as
possible.  If the indemnifying
party is not so entitled to assume the defense of such action or 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 is entitled to
assume, and 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 


 


13





















 


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 action in question,
including any 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, and the
Company’s and the Selling Holder’s relative intent, knowledge, access to
information and opportunity to correct or prevent such action.


 


(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 of the total proceeds to such
Selling Holder from sales of the Registrable Securities of the Selling Holder
under the registration statement that is the subject of the claim.  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. 
For purposes of this Section 3.8, each person, if any,
who controls a Selling Holder within the meaning of Section 15 of the
Securities Act shall have the same rights to contribution as the Selling
Holder, and each director of the Company, each officer of the Company who
signed a registration statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act shall have
the same rights to contribution as the Company.


 


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 managing
underwriter or underwriters in the case of an underwritten public offering.


 


14





















 


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 


 


15





















 


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 California 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 not bearing any Securities Act legend, and enable certificates for such
Registrable Securities to be for such number of shares and registered in such
names as 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.


 


16





















 


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/ Stephen R. Maulbetsch

  	
   

  
	
   

  	
  Name:

  	
  Stephen R. Maulbetsch

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  UNITHOLDERS:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ William P. Gallaher

  	
   

  
	
   

  	
  William P. Gallaher,
  Trustee for the William P.

  	
   

  
	
   

  	
  & Cynthia L. Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   /s/ Dwayne J. Clark

  	
   

  
	
   

  	
  Dwayne J. Clark, an
  individual

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  See Schedule A for
  additional Unitholders:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  William P. Gallaher

  	
   

  
	
   

  	
   

  	
  William P. Gallaher, as
  attorney-in-fact

  	
   

  
	
   

  	
   

  	
  for each Unitholder
  other than those Unitholders

  	
   

  
	
   

  	
   

  	
  whose signature appears
  above

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices to
  Unitholders:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [See Schedule A
  attached hereto]

  	
   

  
							



 


17





















 


Schedule A
to

Registration Rights Agreement


 


	
  Unitholders

  	
   

  	
  Addresses

  
	
  1

  	
   

  	
  William P. Gallaher,
  Trustee for the 

  William P. & Cynthia J. Gallaher Trust

  	
   

  	
  220 Concourse Blvd.,
  Santa Rosa, CA 95403

  
	
  2

  	
   

  	
  Dwayne J. Clark

  	
   

  	
  18200 NE Union Hill
  Rd., Suite 110, Redmond, WA 98052

  
	
  3

  	
   

  	
  Patrick R. Gallaher,
  Trustee for the Patrick R. & Cynthia M. Gallaher Trust

  	
   

  	
  531 Sauvignon Place,
  Windsor, CA 95492

  
	
  4

  	
   

  	
  Jeffrey D. Civian,
  Trustee for the Jeffrey D. Civian Trust dated August 8, 1986

  	
   

  	
  3375 Montecito Lane,
  Santa Rosa, CA 95404

  
	
  5

  	
   

  	
  Jeffrey Meyer

  	
   

  	
  8335 Starr Rd.,
  Windsor, CA 95492

  
	
  6

  	
   

  	
  Steven L. Gallaher

  	
   

  	
  2 Rutland Ct., Alameda,
  CA 94502

  
	
  7

  	
   

  	
  Richard Coombs

  	
   

  	
  9982 Troon Ct.,
  Windsor, CA 95492

  
	
  8

  	
   

  	
  Larry L. Wasem

  	
   

  	
  414 Aviation Blvd.,
  Santa Rosa, CA 95403

  
	
  9

  	
   

  	
  Joseph H.
  Ward, Jr., Trustee for the Joseph H. Ward, Jr. and Pamela K. Ward
  Trust

  	
   

  	
  2170 Grace Dr., Santa
  Rosa, CA 95404

  
	
  10

  	
   

  	
  Borue H. O’Brien

  	
   

  	
  200 Queens Lane,
  Petaluma, CA 94952

  
	
  11

  	
   

  	
  William R. Mabry

  	
   

  	
  6840 Giovanetti Rd.,
  Forestville, CA 95436

  
	
  12

  	
   

  	
  Charles N. Elsbree,
  Trustee for the Charles N. Elsbree Jr. Living Trust dated February 14,
  2002

  	
   

  	
  P.O. Box 867,
  Windsor, CA 95492

  
	
  13

  	
   

  	
  Gary A. Robinson

  	
   

  	
  6171 Anderson Rd.,
  Forestville, CA 95436

  
	
  14

  	
   

  	
  Thomas H. Persons,
  Trustee for the Persons Family Revocable Trust under trust dated
  February 15, 2005

  	
   

  	
  500 Washington St.,
  Suite 700, San Francisco, CA 94111

  
	
  15

  	
   

  	
  Glen Hammel

  	
   

  	
  3540 Mono Place, Davis,
  CA 95616

  
	
  16

  	
   

  	
  Marilyn E. Montero

  	
   

  	
  6171 Anderson Rd.,
  Forestville, CA 95436

  
	
  17

  	
   

  	
  Joseph G. Lin, Trustee
  for the Lin Revocable Living Trust

  	
   

  	
  220 Concourse Blvd.,
  Santa Rosa, CA 95403

  
	
  18

  	
   

  	
  Ned B. Stein

  	
   

  	
  326 Blabcock Rd.,
  Houston, TX 77024

  
	
  19

  	
   

  	
  John Gladstein, Trustee
  for the John & Andrea Gladstein Family Trust dated February 11,
  2003

  	
   

  	
  3350 Calistoga Rd.,
  Santa Rosa, CA 95404

  
	
  20

  	
   

  	
  Francis Connelly,
  Trustee for the The Francis J & Shannon A Connelly Trust

  	
   

  	
  P.O. Box 972 St.,
  Helena, CA 94574

  
	
  21

  	
   

  	
  Al Coppin, Trustee for
  the Al Coppin Trust

  	
   

  	
  1355 N. Dutton Ave.,
  Santa Rosa, CA 95401

  
	
  22

  	
   

  	
  Stephen B. McCullagh,
  Trustee for the Stephen B. & Pamela McCullagh Trust dated
  October 22, 2001

  	
   

  	
  3564 Foxwood Pl., Santa
  Rosa, CA 95405

  
	
  23

  	
   

  	
  Larry L. Wasem – SEP
  IRA

  	
   

  	
  414 Aviation Blvd.,
  Santa Rosa, CA 95403

  



 


S-A