Common use of Registration Statement Covering Issuance of Common Stock Clause in Contracts

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereof, the Company will ----------- file with the Commission a registration statement on Form S-3 (the "Issuance Registration Statement") under Rule 415 under the Securities Act covering the issuance to Holders of shares of Common Stock in exchange for Exchangeable LLC Units, such filing to be made within the two (2) week period following the date (the "Filing Date") which is the later of (i) a date which is fourteen (14) days prior to the first date on which the Exchangeable LLC Units issued pursuant to the Contribution Agreement may be exchanged for shares of Common Stock pursuant to the provisions of the LLC Agreement or (ii) such other date as may be required by the Commission pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company may, in its sole discretion, also include in such Issuance Registration Statement any shares of Common Stock to be issued in exchange for securities of HCPI/Utah, LLC, a Delaware limited liability company. The Company shall use its reasonable efforts to cause the Issuance Registration Statement filed with the Commission to be declared effective by the Commission as soon as practicable following the filing, and within sixty (60) days after filing. In the event the Company is unable to cause the Issuance Registration Statement to be declared effective by the Commission, then the rights of the Holders set forth in Sections 3.1 and 3.2 hereof shall apply to Common Stock received by Holders upon exchange of the Exchangeable LLC Units for shares of Common Stock. Notwithstanding the availability of rights under Section 3.1 hereof, the Company shall continue to use its reasonable efforts to cause the Issuance Registration Statement to be declared effective by the Commission and if it shall be declared effective by the Commission, the obligations of the Company under Section 3.1 hereof shall cease. The Company agrees to use its reasonable efforts to keep the Issuance Registration Statement continuously effective (a) until the earlier of (i) the S-3 Expiration Date, or (ii) the first date (the "Full Conversion Date") on which no Exchangeable LLC Units (other than those held by the Company) remain outstanding, and (b) during any Reinstatement Period.

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereof, the Company will ----------- file with the Commission a registration statement on Form S-3 (the "“Issuance Registration Statement"”) under Rule 415 under the Securities Act covering the issuance to Holders of shares of Common Stock in exchange for Exchangeable pursuant to the redemption of the Redeemable LLC Units, such filing to be made within the two (2) week period following the date (the "“Filing Date"”) which is the later of (i) a date which is fourteen (14) days prior to the first date on which the Exchangeable Redeemable LLC Units issued pursuant to the Contribution and Purchase Agreement may be exchanged redeemed for shares of Common Stock pursuant to the provisions of the LLC Agreement or (ii) such other date as may be required by the Commission pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company may, in its sole discretion, also include in such Issuance Registration Statement any shares of Common Stock to be issued in exchange for securities of HCPI/Utah, LLC, a Delaware limited liability company. The Company shall use its commercially reasonable efforts to cause the Issuance Registration Statement filed with the Commission to be declared effective by the Commission as soon as practicable following the filing, and within sixty (60) days after filing. In the event the Company is unable to cause the Issuance Registration Statement to be declared effective by the Commission, then the rights of the Holders set forth in Sections 3.1 and 3.2 hereof shall apply to Common Stock received by Holders upon exchange redemption of the Exchangeable Redeemable LLC Units for shares of Common Stock. Notwithstanding the availability of rights under Section 3.1 hereof, the Company shall continue to use its commercially reasonable efforts to cause the Issuance Registration Statement to be declared effective by the Commission and if it shall be declared effective by the Commission, the obligations of the Company under Section 3.1 hereof shall cease. The Company agrees to use its commercially reasonable efforts to keep the Issuance Registration Statement continuously effective (a) until the earlier of (i) the S-3 Expiration Date, or (ii) the first date (the "“Full Conversion Date"”) on which no Exchangeable Redeemable LLC Units (other than those held by the Company) remain outstanding, and (b) during any Reinstatement Period.

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereof, the Company will ----------- file with the Commission a registration statement on Form S-3 (the "Issuance Registration Statement") under Rule 415 under the Securities Act covering the issuance to Holders of shares of Common Stock in exchange for Exchangeable LLC Units, such filing to be made within the two (2) week period following the date (the "Filing Date") which is the not later of (i) a date which is fourteen (14) days prior to than the first date on which the Exchangeable LLC Units issued pursuant to the Contribution Agreement may be exchanged for shares of Common Stock pursuant to the provisions of the LLC Agreement or (ii) such other date as may be required by the Commission pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company may, in its sole discretion, also include in such Issuance Registration Statement any shares of Common Stock to be issued in exchange for securities of HCPI/Utah, LLC, a Delaware limited liability companyAgreement. The Company shall use its reasonable efforts to cause the Issuance Registration Statement filed with the Commission to be declared effective by the Commission as soon as practicable following the filing, and within sixty (60) days after filing. In the event the Company is unable to cause the Issuance Registration Statement to be declared effective by the Commission, then the rights of the Holders set forth in Sections 3.1 and 3.2 hereof shall apply to Common Stock received by Holders upon exchange of the Exchangeable LLC Units for shares of Common Stock. Notwithstanding the availability of rights under Section 3.1 hereof, the Company shall continue to use its reasonable efforts to cause the Issuance Registration Statement to be declared effective by the Commission and if it shall be declared effective by the Commission, the obligations of the Company under Section 3.1 hereof shall cease. The Company agrees to use its reasonable efforts to keep the Issuance Registration Statement continuously effective (a) until the earlier of (i) the S-3 Expiration Date, or (ii) the first date (the "Full Conversion Date") on which no Exchangeable LLC Units (other than those held by the Company) remain outstanding, and (b) during any Reinstatement Period.

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereof, the Company will ----------- file with the Commission a registration statement on Form S-3 (the "Issuance Registration Statement") under Rule 415 under the Securities Act covering the issuance to Holders of shares of Common Stock in exchange for Exchangeable LLC Units, such filing to be made within the two (2) week period following the date (the "Filing Date") which is the later of (i) a date which is fourteen thirty (1430) days prior to the first date on which the Exchangeable LLC Units issued pursuant to the Contribution Agreement may be exchanged for shares of Common Stock pursuant to the provisions of the LLC Agreement or (ii) such other date as may be required by the Commission pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company may, in its sole discretion, also include in such Issuance Registration Statement any shares of Common Stock to be issued in exchange for securities of HCPI/Utah, LLC, a Delaware limited liability company. The Company shall use its reasonable efforts to cause the Issuance Registration Statement filed with the Commission to be declared effective by the Commission as soon as practicable following first anniversary of the filing, and within sixty (60) days after filingdate of this Agreement. In the event the Company is unable to cause the Issuance Registration Statement to be declared effective by the CommissionCommission by the first anniversary of the date of this Agreement, then the rights of the Holders set forth in Sections Section 3.1 and 3.2 hereof shall apply to Common Stock received by Holders upon exchange of the Exchangeable LLC Units for shares of Common Stock. Notwithstanding the availability of rights under Section 3.1 hereof, the Company shall continue to use its 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, except to the extent expressly provided in the first sentence of Section 2.1. The Company agrees to use its reasonable efforts to keep the Issuance Registration Statement continuously effective (a) until the earlier of (i) the S-3 Expiration Date, or (ii) the first date (the "Full Conversion Date") on which no Exchangeable LLC Units (other than those held by the Company) remain outstanding, and (b) during any Reinstatement Period.

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereof, the Company will ----------- use commercially reasonable efforts to file with the Commission a registration statement on Form S-3 (the "“Issuance Registration Statement"”) under Rule 415 under the Securities Act covering the issuance to Holders of shares of Common Stock in exchange for Exchangeable pursuant to the redemption of the Redeemable LLC Units, such filing to be made within the two four (24) week period following the date (the "“Filing Date"”) which is the later of (i) a date which is fourteen (14) days prior to the first date on which the Exchangeable Redeemable LLC Units issued pursuant to the Contribution Agreement may be exchanged redeemed for shares of Common Stock pursuant to the provisions of the LLC Agreement or (ii) such other date as may be required by the Commission pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company may, in its sole discretion, also include in such Issuance Registration Statement any shares of Common Stock to be issued in exchange for securities of HCPI/Utah, LLC, a Delaware limited liability company. 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, filing and within sixty (60) days after the filing. In the event the Company is unable to cause the Issuance Registration Statement to be declared effective by the Commission, then the rights of the Holders set forth in Sections 3.1 and 3.2 hereof shall apply to Common Stock received by Holders upon exchange redemption of the Exchangeable Redeemable LLC Units for shares of Common Stock. Notwithstanding the availability of rights under Section 3.1 hereof, the Company shall continue to use its commercially reasonable efforts to cause the Issuance Registration Statement to be declared effective by the Commission and if it shall be declared effective by the Commission, the obligations of the Company under Section 3.1 hereof shall cease. The Company agrees to use its commercially reasonable efforts to keep the Issuance Registration Statement continuously effective (a) until the earlier of (i) the S-3 Expiration Date, or (ii) the first date (the "“Full Conversion Date"”) on which no Exchangeable Redeemable LLC Units (other than those held by the Company) remain outstanding, and (b) during any Reinstatement Period.

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereofSection 1(b) below, the Company will ----------- file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 (the "Issuance Registration Statement") under Rule 415 under the Securities Act covering Act, relating to the issuance to Holders of shares of Common Stock in exchange for Exchangeable LLC Unitssuch Units (which shares are for all purposes hereof included in the definition of "Registrable Shares" set forth in Section 1(b) below), such filing to be made within the two (2) week period following the no later than that date (the "Filing Date") which is the later of (i) a date which is fourteen forty-five (1445) days prior to the first date on which the Exchangeable LLC Units issued pursuant to the Contribution Limited Partnership Agreement held by the Holders may be exchanged for shares of Common Stock pursuant to the provisions of the LLC Agreement or and (ii) the earliest such other date as may be required under applicable provisions of the Securities Act or as may be permitted by the Commission SEC pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company may, in its sole discretionincluding, also include in such Issuance Registration Statement without limitation, any shares of Common Stock to be issued in exchange for securities of HCPI/Utahthe so-called "roll-up" laws, LLC, a Delaware limited liability companyrules or regulations. The Company shall use its reasonable efforts to cause the Issuance Registration Statement filed with the Commission to be declared effective by the Commission SEC for all shares of Common Stock covered thereby as soon as practicable following the filing, and within sixty (60) days after filingthereafter. In the event that the Company is unable to cause the such Issuance Registration Statement to be declared effective by the CommissionSEC, then the rights of the Holders set forth in Sections 3.1 and 3.2 hereof Section 1(b) below shall apply to Common Stock received by such 2 Holders upon exchange the redemption of the Exchangeable LLC Units for shares of Common StockUnits. Notwithstanding the availability of rights under Section 3.1 hereof1(b), the Company shall continue to use its reasonable efforts to cause the Issuance Registration Statement to be declared effective by the Commission and if it shall be declared effective by SEC until such time as the Commission, the obligations of Holders request that the Company under file a Shelf Registration Statement in accordance with Section 3.1 hereof shall cease1(b). The Company agrees to use its reasonable efforts to keep the Issuance Registration Statement continuously effective (a) until the earlier of (i) the S-3 Expiration Date, date on which each Holder has tendered such Holder's Units for redemption and the redemption price therefor (whether paid in cash or in Common Stock) has been delivered to the Holder or (ii) the first fifth anniversary of the date on which the Issuance Registration Statement was declared effective by the SEC (the "Full Conversion Issuance Registration Expiration Date") on which no Exchangeable LLC Units (other than those held by the Company) remain outstanding, and (b) during any Reinstatement Period).

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereofSection 1(b) below, the Company will ----------- file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 (the "Issuance Registration Statement") under Rule 415 under the Securities Act covering Act, relating to the issuance to Holders of shares of Common Stock in exchange for Exchangeable LLC such Units, such filing to be made within the two (2) week period following the on that date (the "Filing Date") which is the later of (i) a date which is fourteen thirty (1430) days prior to the first date on which the Exchangeable LLC Units issued pursuant to the Contribution Limited Partnership Agreement held by the Holders may be exchanged for shares of Common Stock pursuant to the provisions of the LLC Agreement or and (ii) such other date as may be required by the Commission SEC pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder, including, without limitation, any of the so-called "roll-up" laws, rules or regulations. The Company may, in its sole discretion, also include in such Issuance Registration Statement any shares of Common Stock to be issued in exchange for securities of HCPI/Utah, LLC, a Delaware limited liability company. The Thereupon the Company shall use its reasonable efforts to cause the Issuance Registration Statement filed with the Commission to be declared effective by the Commission SEC for all shares of Common Stock covered thereby as soon as practicable following the filing, and within sixty (60) days after filingthereafter. In the event that the Company is unable to cause the such Issuance Registration Statement to be declared effective by the CommissionSEC, then the rights of the Holders set forth in Sections 3.1 1(b) and 3.2 hereof 1(c) below shall apply to Common Stock received by Holders such Holder upon exchange the redemption of the Exchangeable LLC Units for shares of Common StockUnits. Notwithstanding the availability of rights under Section 3.1 hereof1(b) or 1(c), the Company shall continue to use its 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 SEC until such time as Holders request that the Company under file a Shelf Registration Statement in accordance with Section 3.1 hereof shall cease1(b). The Company agrees to use its reasonable efforts to keep the Issuance Registration Statement continuously effective (a) until the earlier of (i) the S-3 Expiration Date, or (ii) the first date (the "Full Conversion Date") on which no Exchangeable LLC each Holder has tendered such Holder's Units for redemption and the redemption price therefor (other than those held by whether paid in cash or in Common Stock) has been delivered to the Company) remain outstanding, and (b) during any Reinstatement PeriodHolder.

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereof, the The Company will ----------- use commercially reasonable efforts to file with the Commission a registration statement on Form S-3 (the "“Issuance Registration Statement"”) under Rule 415 under the Securities Act covering that complies as to form in all material respects with applicable Commission rules registering the issuance to Holders of all shares of Common Stock in exchange for Exchangeable to be issued upon the redemption of the Redeemable LLC Units, such filing to be made within the two (2) week period following the date (the "Filing Date") which is the later of (i) a date which is during the period beginning fourteen (14) days prior to the first date on which the Exchangeable Redeemable LLC Units issued pursuant to the Contribution Agreement may be exchanged 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 date 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 may, in its sole discretion, also include in such Issuance Registration Statement any shares of Common Stock to be issued in exchange for securities of HCPI/Utah, LLC, a Delaware limited liability company. 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, 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 CommissionCommission 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 Common Stock received by Holders upon exchange of the Exchangeable LLC Units for shares of Common StockRegistrable 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. The 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 (the "Full Conversion Date") on which no Exchangeable Redeemable LLC Units (other than those held by the Company) or Registrable Securities remain outstanding, and outstanding (b) during any Reinstatement Periodthe “Full Conversion Date”).

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereof, the Company will ----------- file with the Commission a registration statement on Form S-3 (the "Issuance Registration Statement") under Rule 415 under the Securities Act covering the issuance to Holders record owners of Exchangeable LLC Units of shares of Common Stock in exchange for Exchangeable LLC Units, such filing to be made within the two (2) week period following the date (the "Filing Date") which is the later of (i) a date which is fourteen thirty (1430) days prior to the first date on which the Exchangeable LLC Units issued pursuant to the Contribution Agreement may be exchanged for shares of Common Stock pursuant to the provisions of the LLC Exchange Rights Agreement or (ii) such other date as may be required by the Commission pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company may, in its sole discretion, also include in such Issuance Registration Statement any shares of Common Stock to be issued in exchange for securities of HCPI/Utah, LLC, a Delaware limited liability company. The Company shall use its 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 filingDecember 24, and within sixty (60) days after filing1998. In the event the Company is unable to cause the Issuance Registration Statement to be declared effective by the CommissionCommission by December 24, 1998, then the rights of the Holders set forth in Sections Section 3.1 and 3.2 hereof shall apply to Common Stock received by Holders upon exchange of the Exchangeable LLC Units for shares of Common Stock. Notwithstanding the availability of rights under Section 3.1 hereof, the Company shall continue to use its reasonable efforts to cause the Issuance Registration Statement to be declared effective by the Commission and if it shall be declared effective by the Commission, the obligations of the Company under Section 3.1 hereof shall cease. The Company agrees to use its reasonable efforts to keep the Issuance Registration Statement continuously effective (a) until the earlier of (i) the S-3 Expiration Date, or (ii) the first date (the "Full Conversion Date") on which no Exchangeable LLC Units (other than those held by the Company) remain outstanding, and (b) during any Reinstatement Period.

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereof, the Company will ----------- file with the Commission a registration statement on Form S-3 (the "Issuance Registration Statement") under Rule 415 under the Securities Act covering the issuance to Holders of shares of Common Stock in exchange for Exchangeable LLC Partnership Units, such filing to be made within the two (2) week period following the date (the "Filing Date") which is the later of (i) a date which is fourteen thirty (1430) days prior to the first date on which the Exchangeable LLC Partnership Units issued pursuant to the Contribution Agreement may be exchanged for shares of Common Stock pursuant to the provisions of the LLC Partnership Agreement or (ii) such other date as may be required by the Commission pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company may, in its sole discretion, also include in such Issuance Registration Statement any shares of Common Stock to be issued in exchange for securities of HCPI/Utah, LLC, a Delaware limited liability company. The Company shall use its reasonable efforts to cause the Issuance Registration Statement filed with the Commission to be declared effective by the Commission as soon as practicable following first anniversary of the filing, and within sixty (60) days after filingdate of this Agreement. In the event the Company is unable to cause the Issuance Registration Statement to be declared effective by the CommissionCommission by the first anniversary of the date of this Agreement, then the rights of the Holders set forth in Sections Section 3.1 and 3.2 hereof shall apply to Common Stock received by Holders upon exchange of the Exchangeable LLC Partnership Units for shares of Common Stock. Notwithstanding the availability of rights under Section 3.1 hereof, the Company shall continue to use its 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, except to the extent expressly provided in the first sentence of this Section 2.1. The Company agrees to use its reasonable efforts to keep the Issuance Registration Statement continuously effective (a) until the earlier of (i) the S-3 Expiration Date, or (ii) the first date (the "Full Conversion Date") on which no Exchangeable LLC Partnership Units (other than those held by the Company) remain outstanding, or (iii) there are no more Registrable Securities outstanding, and (b) during any Reinstatement Period.

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereof, the Company will ----------- file with the Commission a registration statement on Form S-3 (the "Issuance Registration Statement") under Rule 415 under the Securities Act covering the issuance to Holders of shares of Common Stock in exchange for Exchangeable LLC Units, such filing to be made within the two (2) week period following the date (the "Filing Date") which is the later of (i) a date which is fourteen (14) days prior to the first date on which the Exchangeable LLC Units issued pursuant to the Contribution Agreement may be exchanged for shares of Common Stock pursuant to the provisions of the LLC Agreement or (ii) such other date as may be required by the Commission pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company may, in its sole discretion, also include in such Issuance Registration Statement any shares of Common Stock to be issued in exchange for securities of HCPI/Utah, LLC, a Delaware limited liability company. The Company shall use its reasonable efforts to cause the Issuance Registration Statement filed with the Commission to be declared effective by the Commission as soon as practicable following the filing, and within sixty (60) days after filing. In the event the Company is unable to cause the Issuance Registration Statement to be declared effective by the Commission, then the rights of the Holders set forth in Sections 3.1 and 3.2 hereof shall apply to Common Stock received by Holders upon exchange of the Exchangeable LLC Units for shares of Common Stock. Notwithstanding the availability of rights under Section 3.1 hereof, the Company shall continue to use its reasonable efforts to cause the Issuance Registration Statement to be declared effective by the Commission and if it shall be declared effective by the Commission, the obligations of the Company under Section 3.1 hereof shall cease. The Company agrees to use its reasonable efforts to keep the Issuance Registration Statement continuously effective (a) until the earlier of (i) the S-3 Expiration Date, or (ii) the first date (the "Full Conversion Date") on which no Exchangeable LLC Units (other than those held by the Company) remain outstanding, and (b) during any Reinstatement Period.

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereof, the The Company will ----------- use commercially reasonable efforts to file with the Commission a registration statement on Form S-3 (prospectus supplement or such supplemental materials as are then required by the "Issuance Registration Statement") under Rule 415 rules and regulations of the Commission to register under the Securities Act covering Existing Shelf Registration Statement the issuance issuance, from time to Holders time, of shares of Common Stock in exchange for Exchangeable Redeemable LLC Units, such filing Units tendered for redemption pursuant to be made within the two (2) week period following the date LLC Agreement (the "Filing Date") which is “Share Issuance”). In the later of (i) a date which is fourteen (14) days event the Company is, despite its commercially reasonable efforts, unable to register the Share Issuance pursuant to the Existing Shelf Registration Statement before the 30th calendar day prior to the first date on which one year anniversary of this Agreement, the Exchangeable LLC Units issued pursuant to the Contribution Agreement may be exchanged for shares of Common Stock pursuant to the provisions of the LLC Agreement or (ii) such other date as may be required by the Commission pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company may, in its sole discretion, also include in such Issuance shall promptly file a Registration Statement any shares of Common Stock (the “New Registration Statement”) to be issued in exchange for securities of HCPI/Utahregister the Share Issuance, LLC, a Delaware limited liability company. The Company and shall use its commercially reasonable efforts to cause the Issuance such New Registration Statement filed with the Commission to be declared become effective by the Commission as soon as practicable following the filingfiling thereof, and within sixty in no event later than ninety (6090) days after filingthe one year anniversary of this Agreement (extended to one hundred eighty (180) days if such New Registration Statement is reviewed by the Commission). In the event the Company is unable to cause the Issuance New Registration Statement to be declared effective by the Commission within ninety (90) days after the one year anniversary of this Agreement (or one hundred eighty (180) days if such New Registration Statement is reviewed by the Commission), then the rights of the Holders set forth in Sections 3.1 and 3.2 hereof shall apply to Common Stock received by Holders upon exchange of the Exchangeable LLC Units for shares of Common StockRegistrable Securities. Notwithstanding the availability of rights under Section 3.1 hereof, the Company shall may continue to use its commercially reasonable efforts to cause the Issuance New Registration Statement to be declared effective by the Commission and if it shall be declared effective by the Commission, the obligations of the Company under Section 3.1 hereof shall cease. The Subject to the provisions of Section 3.3 hereof, the Company agrees to use its commercially reasonable efforts to keep maintain the registration of the Share Issuance under either the Existing Shelf Registration Statement or the New Registration Statement (each, an “Issuance Registration Statement continuously effective (aStatement”) until the earlier of (i) the S-3 Expiration Date, or (ii) the first date (the "Full Conversion Date") on which no Exchangeable Redeemable LLC Units (other than those held by the Company) or Registrable Securities remain outstanding, and outstanding (b) during any Reinstatement Periodthe “Full Conversion Date”).

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III hereof, the Company will ----------- use best efforts to file with the Commission a registration statement on Form S-3 (the "“Issuance Registration Statement"”) under Rule 415 under the Securities Act covering that complies as to form in all material respects with applicable Commission rules to register the issuance to Holders of the shares of Common Stock in exchange for Exchangeable to be issued upon the redemption of the Redeemable LLC Units, such filing to be made within the two four (24) week period following the date (the "“Filing Date"”) which is the later of (i) a date which is fourteen (14) days prior to the first date on which the Exchangeable Redeemable LLC Units issued pursuant to the Contribution Agreement may be exchanged redeemed for shares of Common Stock pursuant to the provisions of the LLC Agreement or (ii) such other date as may be required by the Commission pursuant to its interpretation of applicable federal securities laws and the rules and regulations promulgated thereunder. The Company may, in its sole discretion, also include in such Issuance Registration Statement any shares of Common Stock to be issued in exchange for securities of HCPI/Utah, LLC, a Delaware limited liability company. 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, 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 CommissionCommission within sixty (60) days after the filing date, then the rights of the Holders set forth in Sections 3.1 and 3.2 hereof shall apply to Common Stock received by Holders upon exchange redemption of the Exchangeable Redeemable LLC Units for shares of Common Stock. Notwithstanding the availability of rights under Section 3.1 hereof, the Company shall continue to use its commercially reasonable efforts to cause the Issuance Registration Statement to be declared effective by the Commission and if it shall be declared effective by the Commission, at any time, the obligations of the Company under Section 3.1 hereof shall cease. The Company agrees to use its commercially reasonable efforts to keep the Issuance Registration Statement continuously effective (a) until the earlier of (i) the S-3 Expiration Date, or (ii) the first date (the "Full Conversion Date") on which no Exchangeable Redeemable LLC Units (other than those held by the Company) remain outstandingoutstanding (the “Full Conversion Date”). Notwithstanding anything to the contrary herein, to the extent the rules and regulations of the Commission permit the Company to use a registration statement that has been declared effective by the Commission and continues to be effective (ban “Existing Shelf Registration Statement”) during any Reinstatement Periodto register the issuance to Holders of the shares of Common Stock to be issued upon the redemption of the Redeemable LLC Units, the Company shall be permitted to file a prospectus supplement or prepare such supplemental materials as are then required by the rules and regulations of the Commission in lieu of filing the Issuance Registration Statement, in which case each reference in this Agreement to the Issuance Registration Statement shall be deemed to be a reference to such Existing Shelf Registration Statement.

Registration Statement Covering Issuance of Common Stock. Subject to the provisions of Article III Section 2.4 hereof, the Company will ----------- shall: (a) prior to the Initial Redemption Date, use commercially reasonable efforts to file with the Commission a registration statement on Form S-3 (prospectus supplement or such supplemental materials as are then required by the "Issuance Registration Statement") under Rule 415 rules and regulations of the Commission to register under the Securities Act covering Existing Shelf Registration Statement the issuance issuance, from time to Holders time, of shares of Common Stock in exchange for Exchangeable Class A Units tendered for redemption pursuant to the LLC Units, such filing to be made within the two (2) week period following the date Agreement (the "Filing Date"“Share Issuance”); or (b) which is the later of (i) a date which is fourteen (14) days prior to the first date on which the Exchangeable LLC Units issued pursuant Initial Redemption Date, use commercially reasonable efforts to the Contribution Agreement may be exchanged for shares of Common Stock pursuant to the provisions of the LLC Agreement or (ii) such other date as may be required by the Commission pursuant to its interpretation of applicable federal securities laws prepare and the rules and regulations promulgated thereunder. The Company may, in its sole discretion, also include in such Issuance file a Registration Statement any shares of Common Stock (the “New Registration Statement”) to be issued in exchange for securities of HCPI/Utahregister the Share Issuance, LLC, a Delaware limited liability company. The Company shall and use its commercially reasonable efforts to cause the Issuance such New Registration Statement filed with the Commission to be declared become effective by the Commission as soon as practicable following the filingfiling thereof, and within sixty (60) days after filingthe Initial Redemption Date. In the event If the Company is unable to cause the Issuance New Registration Statement to be declared effective by the CommissionCommission within sixty (60) days after the Initial Redemption Date, then the rights of the Holders set forth in Sections 3.1 and 3.2 Section 2.2 hereof shall apply to Common Stock received by Holders upon exchange of the Exchangeable LLC Units for shares of Common StockRegistrable Securities. Notwithstanding the availability of rights under Section 3.1 2.2 hereof, the Company shall may continue to use its commercially reasonable efforts to cause the Issuance New 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 2.2 hereof shall cease. The Subject to the provisions of Section 2.4 hereof, the Company agrees to use its commercially reasonable efforts to keep maintain the registration of the Share Issuance under either the Existing Shelf Registration Statement or the New Registration Statement (each, an “Issuance Registration Statement continuously effective (aStatement”) until the earlier of (i) the S-3 Expiration Date, or (ii) the first date (the "“Full Conversion Date"”) on which no Exchangeable LLC Class A Units (other than those held directly or indirectly by the Company) remain outstanding, and (b) during any Reinstatement Periodall shares, if any, issued in exchange for Class A Units tendered for redemption cease to be Registrable Securities.