Exhibit 10.1
	 

	 
		FORM OF 
	 

	 
		REGISTRATION RIGHTS AGREEMENT
	 

	 
		This REGISTRATION RIGHTS AGREEMENT, dated as
		of June [_], 2007, is entered into by and among Care Investment Trust Inc., a
		Maryland corporation (the “Company”),
		CIT Real Estate Holding Corporation, a Delaware corporation
		(“CIT Holding”) and CIT Healthcare LLC, a Delaware limited
		liability company (“CIT
		Healthcare”).
	 

	 
		WHEREAS, CIT Holding has or is to receive
		Common Stock (as defined below) of the Company issued without registration
		under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the contribution of the
		initial assets described in the Registration Statement on Form S-11 (File No.
		333-141634) (the “Asset
		Contribution”), as amended,
		related to the Company’s initial public offering; and 
	 

	 
		WHEREAS, CIT Healthcare may receive Common
		Stock pursuant to the Care Investment Trust Inc. Manager Equity Plan (the
		“Manager Equity
		Plan”) and the Management
		Agreement, dated the date hereof, between CIT Healthcare and the Company (the
		“Management
		Agreement”).
	 

	 
		NOW, THEREFORE, in consideration of the
		mutual covenants and agreements herein contained and other good and valuable
		consideration, the receipt and sufficiency of which are hereby acknowledged,
		the parties to this Agreement hereby agree as follows:
	 

	 
		Section 1. Certain
		Definitions.
	 

	 
		In addition to the terms defined elsewhere
		in this Agreement, the following terms, as used herein, shall have the
		following meanings:
	 

	 
		“Affiliate”
		of any Person means any other Person that directly, or indirectly through one
		or more intermediaries, controls, or is controlled by, or is under common
		control with, such Person. The term “control” (including the terms
		“controlled by” and “under common control with”) as used
		with respect to any Person means the possession, directly or indirectly through
		one or more intermediaries, of the power to direct or cause the direction of
		the management and policies of such Person, whether through the ownership of
		voting securities, by contract or otherwise.
	 

	 
		“Agreement”
		means this Registration Rights Agreement, including all amendments,
		modifications and supplements and any exhibits or schedules to any of the
		foregoing, and shall refer to this Registration Rights Agreement as the same
		may be in effect at the time such reference becomes operative.
	 

	 
		“Business Day” means any day other than Saturday, Sunday or a
		day on which commercial banks in New York, New York are directed or permitted
		to be closed.
	 

	 
		“Common Stock” means common stock, par value $0.001 per share,
		of the Company.
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

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

	 
		“Holder”
		means (i) CIT Healthcare as a holder of record of Registrable Common Stock (as
		defined below), (ii) CIT Holding as a holder of record of Registrable Common
		Stock (as defined below) and (iii) any Affiliate of CIT Healthcare or CIT
		Holding that is a partnership, limited liability company, corporation or
		similar entity and a direct or indirect transferee of such Registrable Common
		Stock from CIT Healthcare or CIT Holding. For purposes of this Agreement, the
		Company may deem and treat the registered holder of Registrable Common Stock as
		the Holder and absolute owner thereof, and the Company shall not be affected by
		any notice to the contrary.
	 

	 
		“Person”
		means any individual, sole proprietorship, partnership, limited liability
		company, joint venture, trust, incorporated organization, association,
		corporation, institution, public benefit corporation, government (whether
		federal, state, county, city, municipal or otherwise, including, without
		limitation, any instrumentality, division, agency, body or department thereof)
		or any other entity.
	 

	 
		“Prospectus”
		means the prospectus or prospectuses included in any Registration Statement
		(including without limitation, any prospectus subject to completion and a
		prospectus that includes any information previously omitted from a prospectus
		filed as part of an effective registration statement in reliance upon Rule 430A
		promulgated under the Securities Act and any term sheet filed pursuant to Rule
		434 under the Securities Act), as amended or supplemented by any prospectus
		supplement with respect to the terms of the offering of any portion of the
		Registrable Common Stock covered by such Registration Statement and by all
		other amendments and supplements to the prospectus, including post-effective
		amendments and all material incorporated by reference or deemed to be
		incorporated by reference in such prospectus or prospectuses.
	 

	 
		“Registrable Common Stock” means each of the shares of the Common Stock
		issued to (i) CIT Holding in connection with the Asset Contribution and (ii)
		CIT Healthcare pursuant to the Manager Equity Plan and the Management
		Agreement, upon original issuance thereof and at all times subsequent thereto,
		including upon the transfer thereof by the original Holder or any subsequent
		Holder and any securities issued in respect of such securities by reason of or
		in connection with any exchange for or replacement of such securities or any
		stock dividend, stock distribution, stock split, purchase in any rights
		offering or in connection with any combination of shares, recapitalization,
		merger or consolidation, or any other equity securities issued pursuant to any
		other pro rata distribution with respect to the Common Stock, until, in the
		case of any such securities, the earliest to occur of (i) the date on which it
		has been registered effectively pursuant to the Securities Act and disposed of
		in accordance with the Registration Statement relating to it or (ii) the date
		on which either it is distributed to the public pursuant to Rule 144 or is
		saleable pursuant to Rule 144(k) promulgated by the SEC pursuant to the
		Securities Act.
	 

	 
		“Registration Statement” means any registration statement of the Company
		filed with the SEC under the Securities Act which covers any of the Registrable
		Common Stock pursuant to the provisions of this Agreement, including the
		Prospectus, amendments and supplements to such Registration Statement,
		including post-effective amendments, all exhibits and all materials
	 

	 
		 
	 

	 
		 
	 

	 
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		incorporated by reference or deemed to be
		incorporated by reference in such Registration Statement.
	 

	 
		“Rule 415”
		means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such
		Rule may be amended from time to time, or any similar Rule or regulation
		hereafter adopted by the SEC as a replacement thereto having substantially the
		same effect as such rule.
	 

	 
		“SEC” means
		the Securities and Exchange Commission.
	 

	 
		“underwritten registration or underwritten
		offering” means a registration in
		which securities of the Company are sold to underwriters for reoffering to the
		public.
	 

	 
		“Underwriting Agreement” means the Underwriting Agreement dated June [_],
		2007 by and among the Company, Credit Suisse Securities (USA) LLC and Merrill
		Lynch, Pierce, Fenner & Smith Incorporated, as representatives for the
		underwriters named on Schedule A of such Underwriting Agreement.
	 

	 
		Section 2. Demand
		Registrations.
	 

	 
		(a) Right to Request Registration. Subject to the terms of any lock-up agreement executed
		in connection with the Underwriting Agreement, from and after the date hereof,
		any Holder or Holders (“Initiating
		Holders”) may request registration
		under the Securities Act of all or part of the Registrable Common Stock
		(“Demand
		Registration”) at any time and
		from time to time.
	 

	 
		Within ten (10) Business Days after receipt
		of any such request for Demand Registration, the Company shall give written
		notice of such request to all other Holders of Registrable Common Stock, if
		any, and shall, subject to the provisions of Section 2(c) hereof, include in
		such registration all such Registrable Common Stock with respect to which the
		Company has received written requests for inclusion therein within twenty (20)
		Business Days after the receipt of the Company’s notice.
	 

	 
		(b) Priority on Demand Registrations. If the managing underwriters of a requested Demand
		Registration advise the Company in writing that in their opinion the shares of
		Registrable Common Stock proposed to be included in any such registration
		exceeds the number of securities that can be sold in such offering and/or that
		the number of shares of Registrable Common Stock proposed to be included in any
		such registration would materially adversely affect the price per share of the
		Company’s equity securities to be sold in such offering, the Company shall
		include in such registration only the number of shares of Registrable Common
		Stock that, in the opinion of such managing underwriters, can be sold. If the
		number of shares that can be sold is less than the number of shares of
		Registrable Common Stock proposed to be registered, the Company shall allocate
		the amount of Registrable Common Stock to be so sold among the Holders pro rata
		on the basis of Registrable Common Stock offered for such registration by each
		Holder electing to participate in such registration. If the number of shares
		that can be sold, as determined by the managing underwriters, exceeds the
		number of shares of Registrable Common Stock proposed to be sold, such excess
		shall be allocated pro rata among the other holders of Common Stock, if any,
		desiring to participate in such registration based on 
	 

	 
		 
	 

	 
		 
	 

	 
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		the amount of such Common Stock initially
		requested to be registered by such holders or as such holders may otherwise
		agree.
	 

	 
		(c) Restrictions on Demand Registrations. The Company shall not be obligated to effect any
		Demand Registration within six (6) months after the effective date of a
		previous Demand Registration or a previous registration under which the
		Initiating Holders had piggyback rights pursuant to Section 3 hereof wherein
		the Initiating Holders were permitted to register, and sold, at least 50% of
		the shares of Registrable Common Stock requested to be included therein. The
		Company may (i) postpone for up to ninety (90) days the filing or the
		effectiveness of a Registration Statement for a Demand Registration if, based
		on the good faith judgment of the Company’s board of directors, such
		postponement or withdrawal is necessary in order to avoid premature disclosure
		of a matter the board has determined would not be in the best interest of the
		Company to be disclosed at such time or (ii) postpone the filing of a Demand
		Registration in the event the Company shall be required to prepare audited
		financial statements as of a date other than its fiscal year and (unless the
		Holders requesting such registration agree to pay the expenses of such an
		audit); provided, however, that in no event shall the Company withdraw a
		Registration Statement under clause (i) after such Registration Statement has
		been declared effective; and provided, further, however, that in any of the
		events described in clause (i) or (ii) above, the Initiating Holders requesting
		such Demand Registration shall be entitled to withdraw such request. The
		Company shall provide written notice to the Initiating Holders requesting such
		Demand Registration of (x) any postponement or withdrawal of the filing or
		effectiveness of a Registration Statement pursuant to this Section 2(c), (y)
		the Company’s decision to file or seek effectiveness of such Registration
		Statement following such withdrawal or postponement and (z) the effectiveness
		of such Registration Statement.
	 

	 
		(d) Selection of Underwriters. If any of the Registrable Common Stock covered by a
		Demand Registration hereof is to be sold in an underwritten offering, the
		Initiating Holders shall have the right to select the managing underwriter(s)
		to administer the offering subject to the approval of the Company, which
		approval shall not be unreasonably withheld.
	 

	 
		(e) Effective Period of Demand Registrations. After any Demand Registration filed pursuant to this
		Agreement has become effective, the Company shall use its best efforts to keep
		such Demand Registration effective for a period equal to 180 days from the date
		on which the SEC declares such Demand Registration effective (or if such Demand
		Registration is not effective during any period within such 180 days, such
		180-day period shall be extended by the number of days during such period when
		such Demand Registration is not effective), or such shorter period that shall
		terminate when all of the Registrable Common Stock covered by such Demand
		Registration has been sold pursuant to such Demand Registration. If the Company
		shall withdraw or reduce the number of shares of Registrable Common Stock that
		is subject to any Demand Registration pursuant to subsection (b) of this
		Section 2 (a “Withdrawn Demand
		Registration”), the Initiating
		Holders of the Registrable Common Stock remaining unsold and originally covered
		by such Withdrawn Demand Registration shall be entitled to a replacement Demand
		Registration that (subject to the provisions of this Section 2) the Company
		shall use its best efforts to keep effective for a period commencing on the
		effective date of such Demand Registration and ending on the earlier to occur
		of the date (i) which is 180 days from the effective date of such Demand
		Registration and (ii) on which all of the Registrable Common 
	 

	 
		 
	 

	 
		 
	 

	 
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		Stock covered by such Demand Registration
		has been sold. Such additional Demand Registration otherwise shall be subject
		to all of the provisions of this Agreement.
	 

	 
		(f) Underwritten Offerings. Notwithstanding the foregoing, in no event shall the
		Company be obligated to effect more than one (1) underwritten offering
		hereunder in any single six (6) month period, with the first such period
		measured from the date of the first Demand Registration and ending on the same
		date during the three months following such Demand Registration, whether or not
		a Business Day.
	 

	 
		Section 3. Piggyback
		Registrations.
	 

	 
		(a) Right to Piggyback. From and after the date hereof, whenever the Company
		proposes to register any of its common equity securities under the Securities
		Act (other than a registration statement on Form S-8 or on Form S-4 or any
		similar successor forms thereto), whether for its own account or for the
		account of one or more stockholders of the Company, and the registration form
		to be used may be used for any registration of Registrable Common Stock (a
		“Piggyback
		Registration”), the Company shall
		give prompt written notice (in any event within ten (10) business days after
		its receipt of notice of any exercise of other demand registration rights) to
		all Holders of its intention to effect such a registration and, subject to
		Sections 3(b) and 3(c), shall include in such registration all Registrable
		Common Stock with respect to which the Company has received written requests
		for inclusion therein within twenty (20) days after the receipt of the
		Company’s notice. The Company may postpone or withdraw the filing or the
		effectiveness of a Piggyback Registration at any time in its sole
		discretion.
	 

	 
		(b) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary
		registration on behalf of the Company, and the managing underwriters advise the
		Company in writing that in their opinion the number of securities requested to
		be included in such registration exceeds the number that can be sold in such
		offering and/or that the number of shares of Registrable Common Stock proposed
		to be included in any such registration would adversely affect the price per
		share of the Company’s equity securities to be sold in such offering, the
		underwriting shall be allocated among the Company and all Holders pro rata on
		the basis of the Common Stock and Registrable Common Stock offered for such
		registration by the Company and each Holder, respectively, electing to
		participate in such registration.
	 

	 
		(c) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten
		secondary registration on behalf of a holder of the Company’s securities
		other than Registrable Common Stock (“Non-Holder Securities”), and the managing underwriters advise the
		Company in writing that in their opinion the number of securities requested to
		be included in such registration exceeds the number that can be sold in such
		offering and/or that the number of shares of Registrable Common Stock proposed
		to be included in any such registration would adversely affect the price per
		share of the Company’s equity securities to be sold in such offering, the
		underwriting shall be allocated among the holders of Non-Holder Securities and
		all Holders pro-rata on the basis of the Non-Holder Securities and Registrable
		Common Stock offered for such registration by the holder of Non-Holder
		Securities and each Holder, respectively, electing to participate in such
		registration.
	 

	 
		 
	 

	 
		 
	 

	 
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		(d) Selection of Underwriters. If any Piggyback Registration is an underwritten
		primary offering, the Company shall have the right to select the managing
		underwriter or underwriters to administer any such offering.
	 

	 
		(e) Other Registrations. If the Company has previously filed a Registration
		Statement with respect to Registrable Common Stock pursuant to Section 2 hereof
		or pursuant to this Section 3, and if such previous registration has not been
		withdrawn or abandoned, the Company shall not be obligated to cause to become
		effective any other registration of any of its securities under the Securities
		Act, whether on its own behalf or at the request of any holder or holders of
		such securities, until a period of at least three (3) months has elapsed from
		the effective date of such previous registration.
	 

	 
		Section 4. Holdback Agreement.

	 

	 
		In connection with an underwritten primary
		or secondary offering to the public, each Holder agrees, subject to any
		exceptions that may be agreed upon at the time of such offering, not to sell or
		otherwise transfer or dispose of any shares of Registrable Common Stock (or
		other securities) of the Company held by them (other than Registrable Common
		Stock included in such offering in accordance with the terms hereof) for a
		period equal to the lesser of one hundred eighty (180) days following the
		effective date of a Registration Statement of the Company filed under the
		Securities Act or such shorter period as the managing underwriter shall agree
		to, provided that all other stockholders who own more than ten percent (10%) of
		the outstanding Common Stock of the Company and all officers and directors of
		the Company enter into similar agreements. Such agreement shall be in writing
		in form satisfactory to the Company and the managing underwriter. The Company
		may impose stop-transfer instructions with respect to the shares of Registrable
		Common Stock (or other securities) subject to the foregoing restriction until
		the end of said period.
	 

	 
		Section 5. Registration
		Procedures
	 

	 
		Whenever the Holders request that any
		Registrable Common Stock be registered pursuant to this Agreement, the Company
		shall use its best efforts to effect and maintain the registration and the sale
		of such Registrable Common Stock in accordance with the intended methods of
		disposition thereof, and pursuant thereto the Company shall as expeditiously as
		possible:
	 

	 
		(a) prepare and file with the SEC a
		Registration Statement with respect to such Registrable Common Stock and use
		its best efforts to cause such Registration Statement to become effective as
		soon as practicable thereafter; and before filing a Registration Statement or
		Prospectus or any amendments or supplements thereto, furnish to the Holders of
		Registrable Common Stock covered by such Registration Statement and the
		underwriter or underwriters, if any, copies of all such documents proposed to
		be filed, including, if requested by such Holders, documents incorporated by
		reference in the Prospectus and, if requested by such Holders, the exhibits
		incorporated or deemed incorporated by reference, and such Holders shall have
		the opportunity to object to any information pertaining to such Holders that is
		contained therein and the Company will make the corrections reasonably
		requested by such Holders with respect to such information prior to filing any
		Registration Statement or amendment thereto or any Prospectus or any supplement
		thereto;
	 

	 
		 
	 

	 
		 
	 

	 
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		(b) prepare and file with the SEC such
		amendments and supplements to such Registration Statement and the Prospectus
		used in connection therewith as may be necessary to keep such Registration
		Statement effective, in the case of Demand Registration, for a period not less
		than 180 days, or such shorter period as is necessary to complete the
		distribution of the securities covered by such Registration Statement and
		comply with the provisions of the Securities Act with respect to the
		disposition of all securities covered by such Registration Statement during
		such period in accordance with the intended methods of disposition by the
		sellers thereof set forth in such Registration Statement;
	 

	 
		(c) furnish to each seller of Registrable
		Common Stock (without charge) such number of copies of such Registration
		Statement, each amendment and supplement thereto, the Prospectus included in
		such Registration Statement (including each preliminary Prospectus) and such
		other documents as such seller may reasonably request in order to facilitate
		the disposition of the Registrable Common Stock owned by such seller, and the
		Company consents to the use of such Prospectus, including each preliminary
		Prospectus, by Holders of Registrable Common Stock, in connection with the
		offering and sale of Registrable Common Stock covered by any such
		Prospectus;
	 

	 
		(d) use its best efforts to register or
		qualify such Registrable Common Stock under such other securities or blue sky
		laws of such jurisdictions as any seller reasonably requests and do any and all
		other acts and things which may be reasonably necessary or advisable to enable
		such seller to consummate the disposition in such jurisdictions of the
		Registrable Common Stock owned by such seller (provided, 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 subparagraph
		(d), (ii) subject itself to taxation in any such jurisdiction or (iii) consent
		to general service of process in any such jurisdiction);
	 

	 
		(e) notify each seller of such Registrable
		Common Stock, at any time when a Prospectus relating thereto is required to be
		delivered under the Securities Act, of the occurrence of any event as a result
		of which the Registration Statement, including the Prospectus contained
		therein, contains an untrue statement of a material fact or omits any fact
		required to be stated therein or necessary to make the statements therein not
		misleading, and, at the request of any such seller, the Company shall prepare a
		supplement or amendment to such Registration Statement so that, as thereafter
		delivered to the purchasers of such Registrable Common Stock, such Prospectus
		shall not contain an untrue statement of a material fact or omit to state any
		material fact necessary to make the statements therein not misleading;
	 

	 
		(f) in the case of an underwritten offering,
		enter into such customary agreements (including underwriting agreements in
		customary form) and take all such other actions as the Holders of a majority of
		number of shares of the Registrable Common Stock being sold or the
		underwriters, if any, reasonably request in order to expedite or facilitate the
		disposition of such Registrable Common Stock, (including making executive
		officers of the Company available to participate in, and cause them to
		cooperate with the underwriters in connection with, “road-show” and
		other customary marketing activities (including one-on-one meetings with
		prospective purchasers of the Registrable Common Stock), and cause to be
		delivered to the underwriters and the sellers, if any, opinions of counsel to
		the Company in customary form, 
	 

	 
		 
	 

	 
		 
	 

	 
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		covering such matters as are customarily
		covered by opinions for an underwritten public offering as the underwriters may
		request and addressed to the underwriters and the sellers;
	 

	 
		(g) subject to receipt of acceptable
		confidentiality agreements, make available, for inspection by representative of
		a seller of Registrable Common Stock, any underwriter participating in any
		disposition pursuant to such Registration Statement, and any attorney,
		accountant or other agent retained by any such seller or underwriter, all
		financial and other records, pertinent corporate documents and properties of
		the Company, and cause the Company’s officers, directors and independent
		accountants to supply all information reasonably requested by any such seller,
		underwriter, attorney, accountant or agent in connection with such Registration
		Statement;
	 

	 
		(h) to use its best efforts to cause all
		such Registrable Common Stock to be listed on each securities exchange on which
		securities of the same class issued by the Company are then listed or, if no
		such similar securities are then listed, on a national securities exchange
		selected by the Company;
	 

	 
		(i) provide a transfer agent and registrar
		for all such Registrable Common Stock not later than the effective date of such
		Registration Statement;
	 

	 
		(j) if requested, cause to be delivered,
		immediately prior to the effectiveness of the Registration Statement (and, in
		the case of an underwritten offering, at the time of delivery of any
		Registrable Common Stock sold pursuant thereto), letters from the
		Company’s independent certified public accountants addressed to each
		selling Holder (unless such selling Holder does not provide to such accountants
		the appropriate representation letter required by rules governing the
		accounting profession) and each underwriter, if any, stating that such
		accountants are independent public accountants within the meaning of the
		Securities Act and the applicable rules and regulations adopted by the SEC
		thereunder, and otherwise in customary form and covering such financial and
		accounting matters as are customarily covered by letters of the independent
		certified public accountants delivered in connection with primary or secondary
		underwritten public offerings, as the case may be;
	 

	 
		(k) make generally available to its
		stockholders a consolidated earnings statement (which need not be audited) for
		the 12 months (or, if applicable, such shorter period that the Company has been
		in existence) beginning after the effective date of a Registration Statement as
		soon as reasonably practicable after the end of such period, which earnings
		statement shall satisfy the requirements of an earning statement under Section
		11(a) of the Securities Act and Rule 158 thereunder;
	 

	 
		(l) cooperate with each selling Holder of
		Registrable Common Stock and each underwriter participating in the disposition
		of such Registrable Common Stock and their respective counsel in connection
		with any filings required to be made with the National Association of
		Securities Dealers, Inc. and make reasonably available its employees and
		personnel and otherwise provide reasonable assistance to the underwriters
		(taking into account the needs of the Company’s businesses and the
		requirements of the marketing process) in the marketing of Registrable Common
		Stock in any underwritten offering.
	 

	 
		 
	 

	 
		 
	 

	 
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		(m) use its best efforts to prevent the
		issuance of any stop order or other suspension of effectiveness of a
		Registration Statement, or the suspension of the qualification of any of the
		Registrable Common Stock for sale in any jurisdiction and, if such an order or
		suspension is issued, to use reasonable efforts to obtain the withdrawal of
		such order or suspension at the earliest possible moment and to notify each
		seller of Registrable Common Stock being sold of the issuance of such order and
		the resolution thereof or its receipt of actual notice of the initiation or
		threat of any proceeding for such purpose.
	 

	 
		(n) promptly notify each seller of
		Registrable Common Stock and the underwriter or underwriters, if any:
	 

	 
		(i) when the Registration Statement,
		pre-effective amendment, the Prospectus or any Prospectus supplement or
		post-effective amendment to the Registration Statement has been filed and, with
		respect to the Registration Statement or any post-effective amendment, when the
		same has become effective;
	 

	 
		(ii) of any written request by the SEC for
		amendments or supplements to the Registration Statement or Prospectus;
	 

	 
		(iii) of the notification to the Company by
		the SEC of its initiation of any proceeding with respect to the issuance by the
		SEC of any stop order suspending the effectiveness of the Registration
		Statement; and
	 

	 
		(iv) of the receipt by the Company of any
		notification with respect to the suspension of the qualification of any
		Registrable Common Stock for sale under the applicable securities or blue sky
		laws of any jurisdiction.
	 

	 
		(o) At all times after the Company has filed
		a registration statement with the SEC pursuant to the requirements of either
		the Securities Act or the Exchange Act, the Company shall file all reports and
		other documents required to be filed by it under the Securities Act and the
		Exchange Act and the rules and regulations adopted by the SEC thereunder, and
		take such further action as any Holders may reasonably request, all to the
		extent required to enable such Holders to be eligible to sell Registrable
		Common Stock pursuant to Rule 144 (or any similar rule then in effect).
	 

	 
		(p) As a condition to being included in any
		Registration Statement, the Company may require each seller of Registrable
		Common Stock as to which any registration is being effected to furnish to the
		Company any other information regarding such seller and the distribution of
		such securities as the Company may from time to time reasonably request in
		writing.
	 

	 
		(q) Each seller of Registrable Common Stock
		agrees by having its stock treated as Registrable Common Stock hereunder that,
		upon notice of the happening of any event as a result of which the Prospectus
		included in such Registration Statement contains an untrue statement of a
		material fact or omits any material fact necessary to make the statements
		therein not misleading (a “Suspension Notice”), such seller will forthwith discontinue
		disposition of Registrable Common Stock until such seller is advised in writing
		by the Company that the use of the Prospectus may be resumed and is furnished
		with a supplemented or amended Prospectus as contemplated by Section 5(e)
		hereof, and, if so directed by the Company, such seller will deliver 
	 

	 
		 
	 

	 
		 
	 

	 
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		to the Company (at the Company’s
		expense) all copies, other than permanent file copies then in such
		seller’s possession, of the Prospectus covering such Registrable Common
		Stock current at the time of receipt of such notice; provided, however, that
		such postponement of sales of Registrable Common Stock by the Holders shall not
		exceed thirty (30) days in the aggregate in any three-month period or ninety
		(90) days in the aggregate in any one year except as a result of a refusal by
		the SEC to declare any post-effective amendment to the Registration Statement
		effective after the Company has used all commercially reasonable efforts to
		cause such post-effective amendment to be declared effective, in which case the
		Company shall terminate the suspension of the use of the Registration Statement
		immediately following the effective date of the post-effective amendment. If
		the Company shall give any notice to suspend the disposition of Registrable
		Common Stock pursuant to a Prospectus, the Company shall extend the period of
		time during which the Company is required to maintain the Registration
		Statement effective pursuant to this Agreement by the number of days during the
		period from and including the date of the giving of such notice to and
		including the date such seller either is advised by the Company that the use of
		the Prospectus may be resumed or receives the copies of the supplemented or
		amended Prospectus contemplated by Section 6(e). In any event, the Company
		shall not be entitled to deliver more than three (3) Suspension Notices in any
		one year.
	 

	 
		Section 6. Registration
		Expenses.
	 

	 
		(a) All fees and expenses incident to the
		Company’s performance of or compliance with this Agreement, including,
		without limitation, all registration and filing fees, fees and expenses of
		compliance with securities or blue sky laws, listing application fees,
		printing, word processing, telephone, messenger and delivery expenses, transfer
		agent’s and registrar’s fees, cost of distributing Prospectuses in
		preliminary and final form as well as any supplements thereto, and fees and
		disbursements of counsel for the Company, one counsel retained by the Holders
		of Registrable Common Stock and all independent certified public accountants
		and other Persons retained by the Company (all such expenses being herein
		called “Registration
		Expenses”) (but not including any
		underwriting discounts or commissions attributable to the sale of Registrable
		Common Stock or fees and expenses of more than one counsel representing the
		Holders of Registrable Common Stock, which shall be borne by the Holders),
		shall be borne by the Company (whether or not any Registration Statement is
		declared effective or any of the transactions described herein is consummated).
		In addition, the Company shall pay its internal expenses, the expense of any
		annual audit or quarterly review, the expense of any liability insurance and
		the expenses and fees for listing the securities to be registered on each
		securities exchange on which they are to be listed.
	 

	 
		(b) In connection with each registration
		initiated hereunder (whether a Demand Registration or a Piggyback
		Registration), the Company shall reimburse the Holders covered by such
		registration or sale for the reasonable fees and disbursements of one law firm
		chosen by the Holders of a majority of the number of shares of Registrable
		Common Stock included in such registration sale.
	 

	 
		(c) The obligation of the Company to bear
		the expenses described in Section 6(a) and to reimburse the Holders for the
		expenses described in Section 6(b) shall apply irrespective of whether a
		registration, once properly demanded, if applicable, becomes effective, is
		withdrawn or suspended, is converted to another form of registration and
		irrespective of when any of the 
	 

	 
		 
	 

	 
		 
	 

	 
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		foregoing shall occur; provided, however,
		that Registration Expenses for any Registration Statement withdrawn solely at
		the request of a Holder of Registrable Common Stock (unless withdrawn following
		postponement of filing by the Company in accordance with Section 2(c) (i) or
		(ii)) or any supplements or amendments to a Registration Statement or
		Prospectus resulting from a misstatement furnished to the Company by a Holder
		shall be borne by such Holder.
	 

	 
		Section 7. Indemnification.
	 

	 
		(a) The Company shall indemnify and hold
		harmless, to the fullest extent permitted by law, each Holder, its officers,
		directors and Affiliates, employees and agents of such Holder and each Person,
		if any, who controls such Holder (within the meaning of Section 15 of the
		Securities Act or Section 20 of the Exchange Act) from and against all losses,
		claims, damages, liabilities, judgments and expenses (including without
		limitation, the reasonable fees and other expenses incurred in connection with
		any suit, action, investigation or proceeding or any claim asserted) caused by,
		arising out of, in connection with or based upon, any untrue or alleged untrue
		statement of material fact contained in any Registration Statement, Prospectus
		(including any preliminary Prospectus) or any amendment thereof or supplement
		thereto or any omission or alleged omission of a material fact required to be
		stated therein or necessary to make the statements therein, in the case of the
		Prospectus in the light of the circumstances under which they were made, not
		misleading or any violation or alleged violation by the Company of the
		Securities Act, the Exchange Act or applicable “blue sky” laws,
		except insofar as the same are made in reliance and in conformity with
		information relating to such Holder furnished in writing to the Company by such
		Holder expressly for use therein or caused by such Holder’s failure to
		deliver to such Holder’s immediate purchaser a copy of the Prospectus or
		any amendments or supplements thereto (if the same was required by applicable
		law to be so delivered) after the Company has furnished such Holder with a
		sufficient number of copies of the same.
	 

	 
		(b) In connection with any Registration
		Statement in which a Holder of Registrable Common Stock is participating, each
		such Holder shall furnish to the Company in writing such information and
		affidavits as the Company reasonably requests for use in connection with any
		such Registration Statement or Prospectus and, shall indemnify, to the fullest
		extent permitted by law, the Company, its officers, directors, Affiliates, and
		each Person who “controls” the Company within the meaning of the
		Securities Act (excluding CIT Healthcare or CIT Holding, as the case may be, to
		the extent that CIT Healthcare or CIT Holding, as the case may be, is the
		Holder of the Registrable Common Stock), against all losses, claims, damages,
		liabilities and expenses arising out of or based upon any untrue or alleged
		untrue statement of material fact contained in the Registration Statement,
		Prospectus or preliminary Prospectus or any amendment thereof or supplement
		thereto or any omission or alleged omission of a material fact required to be
		stated therein or necessary to make the statements therein not misleading, but
		only to the extent that the same are made in reliance and in conformity with
		information relating to such Holder furnished in writing to the Company by such
		Holder expressly for use therein or caused by such Holder’s failure to
		deliver to such Holder’s immediate purchaser a copy of the Registration
		Statement or Prospectus or any amendments or supplements thereto (if the same
		was required by applicable law to be so delivered) after the Company has
		furnished such Holder with a sufficient number of copies of the same; provided,
		however, that the obligation to indemnify shall be several, not joint and
		several, among such Holders and the liability of each 
	 

	 
		 
	 

	 
		 
	 

	 
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		such Holder shall be in proportion to and
		limited to the net amount received by such Holder from the sale of Registrable
		Common Stock pursuant to such Registration Statement.
	 

	 
		(c) Any Person entitled to indemnification
		hereunder shall (i) give prompt written notice to the indemnifying party of any
		claim respect to which it seeks indemnification and (ii) unless in such
		indemnified party’s reasonable judgment a conflict of interest between
		such indemnified and indemnifying parties may exist with respect to such claim,
		such indemnifying party shall assume the defense of such claim with counsel
		reasonably satisfactory to the indemnified party. If such defense is assumed,
		the indemnifying party shall not be subject to any liability for any settlement
		made by the indemnified party without its consent (but such consent will not be
		unreasonably withheld, conditioned or delayed). An indemnifying party who is
		not entitled to, or elects not to, assume the defense of a claim shall not be
		obligated to pay the fees and expenses of more than one counsel for each party
		indemnified by such indemnifying party with respect to such claim, unless in
		the reasonable judgment of any indemnified party there may be one or more legal
		or equitable defenses available to such indemnified party which are in addition
		to or may conflict with those available to another indemnified party with
		respect to such claim. Failure to give prompt written notice shall not release
		the indemnifying party from its obligations hereunder. No indemnifying party
		shall, without the prior written consent of the indemnified party, consent to
		entry of any judgment or enter into any settlement or other compromise (i)
		which does not include as an unconditional term thereof the giving by the
		claimant or plaintiff to such indemnified party of a release from all liability
		in respect to such claim or litigation or (ii) which includes any statement of
		admission of fault, culpability or failure to act by or on behalf of such
		indemnified party.
	 

	 
		(d) The indemnification provided for under
		this Agreement shall remain in full force and effect regardless of any
		investigation made by or on behalf of the indemnified party or any officer,
		director or controlling Person of such indemnified party and shall survive the
		transfer of securities or the termination of this agreement.
	 

	 
		(e) If the indemnification provided for in
		or pursuant to this Section 8 is unavailable, unenforceable or insufficient to
		hold harmless any indemnified Person in respect of any losses, claims, damages,
		liabilities or expenses referred to herein, then each applicable indemnifying
		party, in lieu of indemnifying such indemnified party, shall contribute to the
		amount paid or payable by such indemnified Person as a result of such losses,
		claims, damages, liabilities or expenses in such proportion as is appropriate
		to reflect the relative fault of the indemnifying party on the one hand and of
		the indemnified party on the other in connection with the statements or
		omissions which result in such losses, claims, damages, liabilities or expenses
		as well as any other relevant equitable considerations. The relative fault of
		the indemnifying party on the one hand and of the indemnified Person 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 indemnifying party or by the indemnified party, and by such party’s
		relative intent, knowledge, access to information and opportunity to correct or
		prevent such statement or omission. In no event shall the liability of any
		selling Holder be greater in amount than the amount of net proceeds received by
		such Holder upon such sale or the amount for which such indemnifying party
		would have been obligated to pay by way of indemnification if the
		indemnification provided for under Section 8(a) or 8(b) hereof had been
		available under the circumstances. The indemnity and contribution 
	 

	 
		 
	 

	 
		 
	 

	 
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		agreements contained in this Section 7 are
		in addition to any liability which the indemnifying Persons may otherwise have
		to the indemnified Persons hereunder, under applicable law or at equity.

	 

	 
		Section 8. Participation in Underwritten
		Registrations.
	 

	 
		No Person may participate in any
		registration hereunder that is underwritten unless such Person (a) agrees to
		sell such Person’s securities on the basis provided in any underwriting
		arrangements approved by the Person or Persons entitled hereunder to approve
		such arrangements and (b) completes and executes all questionnaires, powers of
		attorney, indemnities, underwriting agreements, opinions and other documents
		required under the terms of such underwriting arrangements.
	 

	 
		Section 9. Rule 144.
	 

	 
		The Company covenants that it will file the
		reports required to be filed by it under the Securities Act and the Exchange
		Act and the rules and regulations adopted by the SEC thereunder in accordance
		with the requirements of the Securities Act and the Exchange Act, and it will
		take such further action as any Holder may reasonably request to make available
		adequate current public information with respect to the Company meeting the
		current public information requirements of Rule 144(c) under the Securities Act
		(to the extent such information is available), to the extent required to enable
		such Holder to sell Registrable Common Stock without registration under the
		Securities Act within the limitation of the exemptions provided by (i) Rule 144
		under the Securities Act, as such Rule may be amended from time to time, or
		(ii) any similar rule or regulation hereafter adopted by the SEC. Upon the
		request of any Holder, the Company will deliver to such Holder a written
		statement as to whether it has complied with such information and
		requirements.
	 

	 
		Section 10. Miscellaneous.
	 

	 
		(a) Notices. All
		notices, requests and other communications to any party hereunder shall be in
		writing (including facsimile or similar writing) and shall be given,
	 

	 
		If to the Company:
	 

	 
		Care Investment Trust Inc.
	 

	 
		c/o CIT Healthcare LLC
	 

	 
		505 Fifth Avenue, 6th
		Floor
	 

	 
		New York, New York 10017
	 

	 
		Attention: Chief Executive Officer
	 

	 
		Facsimile No.: (212) 771-9317
	 

	 
		If to CIT Healthcare:
	 

	 
		CIT Healthcare LLC
	 

	 
		505 Fifth Avenue, 6th
		Floor
	 

	 
		New York, New York 10017
	 

	 
		Attention: Chief Executive Officer
	 

	 
		 
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 



	 
	 

	 

	 
		Facsimile No.: (212) 771-9317
	 

	 
		If to the CIT Holding:
	 

	 
		CIT Real Estate Holding Corporation
	 

	 
		c/o CIT Healthcare LLC
	 

	 
		505 Fifth Avenue, 6th
		Floor
	 

	 
		New York, New York 10017
	 

	 
		Attention: President
	 

	 
		Facsimile No.: (212) 771-9317
	 

	 
		If to a transferee Holder, to the address of
		such Holder set forth in the transfer documentation provided to the Company;
		
	 

	 
		or such other address or facsimile number as
		such party (or transferee) may hereafter specify for the purpose by notice to
		the other parties. Each such notice, request or other communication shall be
		effective (a) if given by facsimile, when such facsimile is transmitted to the
		facsimile number specified in this Section 10(a) and the appropriate facsimile
		confirmation is received or (b) if given by any other means, when delivered at
		the address specified in this Section.
	 

	 
		(b) No Waivers. No
		failure or delay by any party in exercising any right, power or privilege
		hereunder shall operate as a waiver thereof nor shall any single or partial
		exercise thereof preclude any other or further exercise thereof or the exercise
		of any other right, power or privilege. The rights and remedies herein provided
		shall be cumulative and not exclusive of any rights or remedies provided by
		law.
	 

	 
		(c) Expenses. Except
		as otherwise provided for herein or otherwise agreed to in writing by the
		parties, all costs and expenses incurred in connection with the preparation of
		this Agreement shall be paid by the Company.
	 

	 
		(d) Successors and Assigns. The provisions of this Agreement shall be binding upon
		and inure to the benefit of the parties hereto and their respective successors
		and assigns, it being understood that subsequent Holders of the Registrable
		Common Stock are intended third party beneficiaries hereof.
	 

	 
		(e) Governing Law.
		This Agreement and the rights and obligations of the parties under this
		Agreement shall be governed by, and construed and interpreted in accordance
		with, the law of the State of New York, without regard to principles of
		conflicts of law. Each of the parties hereto irrevocably submits to the
		exclusive jurisdiction of the courts of the State of New York and the United
		States District Court for any district within such state for the purpose of any
		action or judgment relating to or arising out of this Agreement or any of the
		transactions contemplated hereby and to the laying of venue in such
		court.
	 

	 
		(f) Jurisdiction.
		Any suit, action or proceeding seeking to enforce any provision of, or based on
		any matter arising out of or in connection with, this Agreement or the
		transactions contemplated hereby may be brought in any federal or state court
		located in the County and State of New York, and each of the parties hereby
		consents to the jurisdiction of such courts (and of the appropriate appellate
		courts therefrom) in any such suit, action or proceeding and irrevocably
		waives, to the fullest extent permitted by law, any objection which it may now
		or hereafter have 
	 

	 
		 
	 

	 
		 
	 

	 
		14
	 

	 
		 
	 



	 
	 

	 

	 
		to the laying of the venue of any such suit,
		action or proceeding in any such court or that any such suit, action or
		proceeding which is brought in any such court has been brought in an
		inconvenient forum. Process in any such suit, action or proceeding may be
		served on any party anywhere in the world, whether within or without the
		jurisdiction of any such court. Without limiting the foregoing, each party
		agrees that service of process on such party as provided in Section 10(a) shall
		be deemed effective service of process on such party.
	 

	 
		(g) Waiver of Jury Trial.
	 

	 
		EACH OF THE PARTIES HERETO HEREBY
		IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
		ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
		HEREBY.
	 

	 
		(h) Counterparts; Effectiveness. This Agreement may be signed in any number of
		counterparts, each of which shall be an original, with the same effect as if
		the signatures thereto and hereto were upon the same instrument.
	 

	 
		(i) Entire Agreement. This Agreement constitutes the entire agreement
		between the parties with respect to the subject matter of this Agreement and
		supersedes all prior agreements and understandings, both oral and written,
		between the parties with respect to the transactions contemplated herein. No
		provision of this Agreement or any other agreement contemplated hereby is
		intended to confer on any Person other than the parties hereto any rights or
		remedies.
	 

	 
		(j) Captions. The
		captions herein are included for convenience of reference only and shall be
		ignored in the construction or interpretation hereof.
	 

	 
		(k) Severability. If
		any term, provision, covenant or restriction of this Agreement is held by a
		court of competent jurisdiction or other authority to be invalid, void or
		unenforceable, the remainder of the terms, provisions, covenants and
		restrictions of this Agreement shall remain in full force and effect and shall
		in no way be affected, impaired or invalidated so long as the economic or legal
		substance of the transactions contemplated hereby is not affected in any manner
		materially adverse to any party. Upon such a determination, the parties shall
		negotiate in good faith to modify this Agreement so as to effect the original
		intent of the parties as closely as possible in an acceptable manner in order
		that the transactions contemplated hereby be consummated as originally
		contemplated to the fullest extent possible.
	 

	 
		 
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 



	 
	 

	 

	 
		(l) Amendments. 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 Holders of a majority of the Registrable Common Stock; provided,
		further, that the consent or agreement of the Company shall be required with
		regard to any termination, amendment, modification or supplement of, or waivers
		or consents to departures from, the terms hereof, which affect the
		Company’s obligations hereunder.
	 

	 
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		IN WITNESS WHEREOF, this Registration Rights
		Agreement has been duly executed by each of the parties hereto as of the date
		first written above
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  CARE INVESTMENT TRUST INC.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  F. Scott Kellman
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  President and Chief Executive Officer
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  CIT HEALTHCARE LLC
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Flint D. Besecker
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  President
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  CIT REAL ESTATE HOLDING
				  CORPORATION
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Anne Beroza
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  President
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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