0000950136-07-004021 Sample Contracts

FORM OF MANAGEMENT AGREEMENT by and between CARE INVESTMENT TRUST INC. and CIT HEALTHCARE LLC Dated as of June [__], 2007
Management Agreement • June 7th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of June [__], 2007, by and between Care Investment Trust Inc., a Maryland corporation (the “Company”) and CIT Healthcare LLC, a Delaware limited liability company (the “Manager”).

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 7th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • New York

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”).

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • June 7th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT, dated as of June __, 2007 (this “Agreement”), is made by and between Care Investment Trust Inc., a Maryland corporation (the “Company”), and _____________________ (“Indemnitee”).

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FORM OF CONTRIBUTION AGREEMENT
Contribution Agreement • June 7th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • New York

This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of June [__], 2007, is by and between CIT Real Estate Holding Corporation, a Delaware corporation (“CIT Holding”) and Care Investment Trust Inc., a Maryland corporation (the “Company”).

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] shares CARE INVESTMENT TRUST INC. Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • June 7th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • New York
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FORM OF RESTRICTED STOCK AGREEMENT UNDER THE 2007 CARE INVESTMENT TRUST INC. MANAGER EQUITY PLAN
Restricted Stock Agreement • June 7th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • Maryland

This Agreement is effective as of the date of grant indicated above (the “Grant Date”), but is fully conditioned upon the closing of the Company’s initial public offering of its common stock pursuant to that certain Registration Statement on Form S-11 (Registration No. 333-141634) (“IPO”).

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FORM OF RESTRICTED STOCK AGREEMENT UNDER THE 2007 CARE INVESTMENT TRUST INC. EQUITY PLAN
Restricted Stock Agreement • June 7th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • Maryland

This Agreement is effective as of the date of grant indicated above (the “Grant Date”), but is fully conditioned upon the closing of the Company’s initial public offering of its Common Stock (as defined below) pursuant to that certain Registration Statement on Form S-11 (Registration No. 333-141634) (“IPO”).

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FORM OF RESTRICTED STOCK AGREEMENT UNDER THE 2007 CARE INVESTMENT TRUST INC. EQUITY PLAN
Restricted Stock Agreement • June 7th, 2007 • Care Investment Trust Inc. • Real estate investment trusts • Maryland

This Agreement is effective as of the date of grant indicated above (the “Grant Date”), but is fully conditioned upon the closing of the Company’s initial public offering of its Common Stock (as defined below) pursuant to that certain Registration Statement on Form S-11 (Registration No. 333-141634) (“IPO”) as well as remaining employed by the Manager on the Grant Date.

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