FORM OF PURCHASE AGREEMENT

EXHIBIT 10.1

FORM OF PURCHASE AGREEMENT

This Purchase Agreement (this “Agreement”), dated as of August 2, 2010, is by and among LTC Properties, Inc, a Maryland corporation (the “Company”), each Purchaser listed under the heading “Direct Purchasers” on Schedule A (each, a “Direct Purchaser”), each Investment Adviser listed under the heading “Investment Advisers” on the signature pages hereto (each, an “Investment Adviser”) who is entering into this Agreement on behalf of itself (as to paragraph 4 of this Agreement) and those Purchasers which are a fund or individual or other investment advisory client of such Investment Adviser listed under its respective name on Schedule B (each, a “Client”), and each Broker-Dealer listed on Schedule C (each, a “Broker-Dealer”) which is entering into this Agreement on behalf of itself (as to paragraph 5 of this Agreement) and those Purchasers which are customers for which it has power of attorney to sign listed under its respective name on Schedule C (each, a “Customer”).  Each of the Customers, Direct Purchasers and Clients are referred to herein as individually, a “Purchaser” and collectively, the “Purchasers”.

WHEREAS, the Purchasers desire to purchase from the Company (or their Investment Advisers and Broker-Dealers desire to purchase on their behalf from the Company), and the Company desires to issue and sell to the Purchasers up to an aggregate of 1,970,000 shares (such number of shares actually sold pursuant to this Agreement, the “Capital Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), with the number of Capital Shares acquired by each Purchaser set forth opposite the name of such Purchaser on Schedule A, Schedule B or Schedule C, as the case may be.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

1.             Purchase and Sale.  Subject to the terms and conditions hereof, the Investment Advisers and the Broker-Dealers (on behalf of Purchasers which are Clients and Customers, respectively) and the other Purchasers hereby severally and not jointly agree to purchase from the Company, and the Company agrees to issue and sell to the several Purchasers, the number of Capital Shares set forth next to such Purchaser’s name on Schedule A, Schedule B or Schedule C, as the case may be, at a price per share of $24.70 for an aggregate purchase amount in an amount as set forth on Schedule D hereof (the “Purchase Price”) at the Closing (as defined below).

2.             Representations and Warranties of Purchaser.  Each Purchaser represents and warrants with respect to itself that:

(a)           Due Authorization.  Such Purchaser has full power and authority to enter into this Agreement and is duly authorized to purchase the Capital Shares in the amount set forth opposite its name on Schedule A, Schedule B or Schedule C, as the case may be.  This Agreement has been duly authorized by such Purchaser and duly executed and delivered by or on behalf of such Purchaser.  This Agreement constitutes a legal, valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance

with its terms except as may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought (the “Enforceability Exceptions”).

(b)           Base Prospectus and Prospectus Supplement. Such Purchaser has received a copy of the Company’s Base Prospectus dated June 9, 2010 and the Prospectus Supplement dated August 2, 2010 (each as defined below).

(c)           Ownership of Excess Shares of Capital Stock.  For U.S. income tax purposes, as of the date hereof and after giving effect to the transaction contemplated hereby, such Purchaser, together with its subsidiaries and affiliates, does not own directly or indirectly more than 9.8% in number of shares or value, whichever is more restrictive, of the issued and outstanding capital stock of the Company.  Purchaser expressly acknowledges that the provisions of the Company’s Articles of Incorporation, as amended or supplemented and restated (the “Charter”), contain limitations on the Purchaser’s ownership of the Company’s capital stock, which, among other things, prohibit the direct or indirect ownership by Purchaser (together with its subsidiaries and affiliates) of more than 9.8% in number of shares or value, whichever is more restrictive, of the Company’s outstanding capital stock and, in the event the shares of capital stock acquired by Purchaser pursuant to this Agreement or otherwise exceed such limits, give the Company certain repurchase rights on the terms set forth in the Company’s Charter and result in the conversion of certain shares of capital stock held by the Purchaser into excess stock which will be held for the benefit of a charitable beneficiary on the terms set forth in the Company’s Charter.

3.             Representations and Warranties of Company.  The Company represents and warrants that:

(a)           The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”) and has prepared and filed with the Securities and Exchange Commission (the “SEC”) a registration statement (File Number 333-167433) relating to securities, including the Capital Shares, on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of certain securities, including the Capital Shares. Such Registration Statement (as defined below), including any amendments thereto filed prior to the date hereof, has been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued or is in effect and no proceeding for that purpose has been initiated or threatened by the SEC, and no notice of objection of the SEC to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(1) under the Act has been received by the Company. The Company has paid the required SEC filing fees relating to the Capital Shares. The Company has filed with the SEC the Prospectus Supplement relating to the Capital Shares in accordance with Rule 424(b).  As filed and as delivered to CSCA Capital Advisors, LLC, in its capacity as placement agent (the “Placement Agent”) on the date hereof, the Prospectus contains all

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information required by the Act and the rules thereunder and  no order preventing or suspending the use of the Prospectus or any Issuer Free Writing Prospectus has been issued by the SEC. The Registration Statement, at the date hereof meets the requirements set forth in Rule 415(a)(1)(x). The initial effective date of the Registration Statement was not earlier than the date three years before the date hereof.  “Registration Statement” shall mean the registration statement referred to above, including exhibits and financial statements, schedules and any prospectus supplement relating to the Capital Shares that is filed with the SEC pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended at the date hereof and, in the event any post-effective amendment thereto becomes effective, shall also mean such registration statement as so amended.  “Base Prospectus” shall mean the base prospectus referred to above contained in the Registration Statement at the date hereof.  “Prospectus Supplement” shall mean the most recent prospectus supplement relating to the Capital Shares that was first filed pursuant to Rule 424(b) at or prior to the date hereof.  “Prospectus” shall mean the Base Prospectus, as supplemented by the most recent Prospectus Supplement that was filed pursuant to Rule 424(b) prior to the date hereof.  Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or before the effective date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the effective date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference.

(b)           Since the date as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (i) there has been no material adverse change or any development which could reasonably be expected to give rise to a prospective material adverse change in or affecting the condition, financial or otherwise, or in the earnings, business affairs or, to the Company’s knowledge, business prospects of the Company and the subsidiaries of the Company, if any (the “Subsidiaries”), considered as one enterprise, whether or not arising in the ordinary course of business, (ii) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise, and (iii) other than regular quarterly dividends, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its shares of equity securities.  The Registration Statement complies in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder (including the filing of any required exhibits thereto) and does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b), on the date hereof and at all times during which a prospectus is required by the Act to be

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delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Capital Shares, the Prospectus (together with any supplement thereto) has complied and complies on the date hereof in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder (the “Regulations”) (including the filing of any required exhibits thereto) and does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The statements in the Prospectus and any document that is incorporated by reference therein under the headings “Risk Factors—Congress and the States Have Enacted Health Care Reform and Budget Measures,” “Risk Factors—Provisions in Our Articles of Incorporation May Limit Ownership of Shares of Our Capital Stock,” “Risk Factors—Certain provisions of Maryland law and our Charter and Bylaws could hinder, delay or prevent changes in control,” “General Description of the Offered Securities,” “Description of Debt Securities,” “Description of Our Common Stock,” “Description of Our Preferred Stock,” “Restrictions on Ownership and Transfer,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws,” “Business—Government Regulation,” “Business—Legislative Developments” and “Business—Taxation of Our Company” and insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate summaries or descriptions thereof in all material respects.

(c)           The Company has been duly organized as a corporation and is validly existing in good standing under the laws of the State of Maryland.  Each of the Subsidiaries of the Company has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization.  Each of the Company and its Subsidiaries has the required power and authority to own and lease its properties and to conduct its business as described in the Prospectus; and each of the Company and its Subsidiaries is duly qualified to transact business in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or, to the Company’s knowledge, business prospects of the Company and its Subsidiaries considered as one enterprise.

(d)           As of the date hereof, the authorized capital stock of the Company consists of 45,000,000 shares of Common Stock, par value $0.01 per share of which 23,799,484 shares of Common Stock were outstanding (without giving effect to any Capital Shares issued or to be issued as contemplated by this Agreement), and 15,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”, and together with the Common Stock, the “Securities”), of which 2,000,000 shares have been designated as 8.5% Series C Cumulative Convertible Preferred Stock, par value $0.01 per share, $19.25 liquidation value per share of which 2,000,000 shares are issued and outstanding shares (the “Series C Preferred Stock”),  2,200,000 shares have been designated as 8.5% Series E Cumulative Convertible Preferred Stock, par value $0.01 per share, $25 liquidation value per share, of which 37,816 shares are issued and outstanding shares (the “Series E Preferred Stock”) and 6,640,000 shares have been designated as 8.0% Series F Cumulative

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Preferred Stock par value $0.01 per share, $25 liquidation value per share, of which 5,894,216 shares of the Series F Preferred Stock are issued and outstanding shares(the “Series F Preferred Stock”).  The issued and outstanding shares of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the Securities have been duly authorized, and when issued in accordance with the terms of the Company’s Charter and delivered as contemplated hereby, will be validly issued, fully paid and non-assessable and will be listed, subject to notice of issuance, on the New York Stock Exchange, effective as of the Closing; the Common Stock, and the Series C Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock of the Company conform to all statements relating thereto contained in the Prospectus; and the issuance of the Securities is not subject to preemptive or other similar rights.

(e)           Neither the Company nor any of its Subsidiaries is in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, loan agreement, note, lease or other instrument or agreement to which the Company or any of its Subsidiaries is a party or by which it or any of them are bound, or to which any of the property or assets of the Company or any of its Subsidiaries is subject, except where such violation or default would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or, to the Company’s knowledge, business prospects of the Company and its Subsidiaries considered as one enterprise; and the execution, delivery and performance of this Agreement, and the issuance and delivery of the Capital Shares and the consummation of the transactions contemplated herein have been duly authorized by all necessary action and will not conflict with or constitute a material breach of, or material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any material property or assets of the Company or any of its Subsidiaries pursuant to, any material contract, indenture, mortgage, loan agreement, note, lease or other instrument or agreement to which the Company or any of its Subsidiaries is a party or by which it or any of them are bound, or to which any of the property or assets of the Company or any of its Subsidiaries is subject, nor will any such action result in any violation of the provisions of the Charter, by-laws or other organizational documents of the Company or any of its Subsidiaries or any law, administrative regulation or administrative or court decree applicable to the Company.

(f)            Commencing with its taxable year ending December 31, 1992, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (the “Code”), and its proposed method of operation, as described in the Charter or Bylaws of the Company, the Registration Statement and the Prospectus, will enable the Company to continue to meet the requirements for qualification and taxation as a “real estate investment trust” under the Code.

(g)           The Company is not required to be registered under the Investment Company Act of 1940, as amended.

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(h)           No legal or governmental proceedings are pending to which the Company or any of its Subsidiaries is a party or to which the property of the Company or any of its Subsidiaries is subject that are required to be described in the Registration Statement or the Prospectus and are not described therein, and no such proceedings have been threatened against the Company or any of its Subsidiaries or with respect to any of their respective properties that are required to be described in the Registration Statement or the Prospectus and are not described therein.

(i)            No authorization, approval or consent of or filing with any court or United States federal or state governmental authority or agency is necessary in connection with the sale of the Capital Shares hereunder, except such as may be required under the Act or the Regulations or state securities laws or real estate syndication laws.

(j)            The Company and its Subsidiaries possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by them, except where the failure to possess such certificates, authority or permits would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or, to the Company’s knowledge, business prospects of the Company and its Subsidiaries considered as one enterprise.  Neither the Company nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial or otherwise, or the earnings, business affairs or, to the Company’s knowledge, business prospects of the Company and its Subsidiaries considered as one enterprise, nor, to the knowledge of the Company, are any such proceedings threatened or contemplated.

(k)           The Company has full power and authority to enter into this Agreement, and this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as may be limited by the Enforceability Exceptions.

(l)            As of the dates set forth therein or incorporated by reference, the Company and its Subsidiaries had good and marketable title or valid leasehold interest to all of the properties and assets reflected in the audited financial statements contained in the Prospectus, subject to no lien, mortgage, pledge or encumbrance of any kind except (i) those reflected in such financial statements, (ii) as are otherwise described in the Prospectus, (iii) as do not materially adversely affect the value of such property or interests or interfere with the use made or proposed to be made of such property or interests by the Company and each of its Subsidiaries or (iv) those which constitute customary provisions of mortgage loans secured by the Company’s properties creating obligations of the Company with respect to proceeds of the properties, environmental liabilities and other customary protections for the mortgagees.

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(m)          The Company and its Subsidiaries, and to the Company’s knowledge, each tenant and each mortgagee, are (i) in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability under any Environmental Laws, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect.  Neither the Company nor any of the Subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.  To the Company’s knowledge, there have been no and are no (i) aboveground or underground storage tanks; (ii) polychlorinated biphenyls (“PCBs”) or PCB-containing equipment; (iii) asbestos or asbestos containing materials; (iv) lead based paints; (v) mold or other airborne contaminants; or (vi) dry-cleaning facilities in, on, under or about any property owned by the Company or any of its Subsidiaries.

(n)           Neither the issuance, sale and delivery of the Capital Shares nor the application of the proceeds thereof by the Company as described in the Prospectus will cause the Company to violate or be in violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(o)           The statements set forth in the Base Prospectus under the caption “Description of Common Stock” in so far as such statements purport to summarize provisions of laws or documents referred to therein, are correct in all material respects and fairly present the information required to be presented therein.

4.             Representation and Warranties of the Investment Advisers.  To induce the Company to enter into this Agreement, each of the Investment Advisers hereby represents and warrants that:

(a)           It is an investment adviser duly registered with the SEC under the Investment Advisers Act of 1940, as amended.

(b)           It has been duly authorized to act as investment adviser on behalf of each Client on whose behalf it is signing this Agreement (as identified under the name of such Investment Adviser on Schedule B hereto) and has the sole authority to make the investment decision to purchase Capital Shares hereunder on behalf of such Client.  An investment in the Capital Stock is a suitable investment for each Client.

(c)           It has the power and authority to enter into and execute this Agreement on behalf of each of the Clients listed under its name on Schedule B hereto.

(d)           This Agreement has been duly authorized, executed and delivered by it and, assuming it has been duly authorized, executed and delivered by the Company, constitutes a legal, valid and binding agreement of such Investment Adviser, enforceable against it in accordance with its terms except as may be limited by the Enforceability Exceptions.

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(e)           It has received a copy of the Company’s Base Prospectus dated June 9, 2010 and Prospectus Supplement dated August 2, 2010.

5.             Representation and Warranties of the Broker-Dealers.  To induce the Company to enter into this Agreement, each Broker-Dealer represents and warrants that:

(a)           It is duly registered and in good standing as a broker-dealer under the Exchange Act and is licensed or otherwise qualified to do business as a broker-dealer with the Financial Industry Regulatory Authority and in all states in which it will offer any Capital Shares pursuant to this Agreement.

(b)           Assuming the Prospectus complies with all relevant provisions of the Act in connection with the offer and sales of Capital Stock, each Broker-Dealer will conduct all offers and sales of Capital Stock in compliance with the Act, the Exchange Act and all rules and regulations promulgated thereunder.

(c)           It has delivered a copy of the Prospectus to each Purchaser set forth under its name on Schedule C hereto.

(d)           It has been granted a duly authorized power-of-attorney to execute and deliver this Agreement on behalf of each Customer on whose behalf it is signing this Agreement (as identified under the name of such Broker-Dealer on Schedule C hereto) and such power has not been revoked.

(e)           This Agreement has been duly authorized, executed and delivered by it and, assuming it has been duly authorized, executed and delivered by the Company, constitutes a legal, valid and binding agreement of such Broker-Dealer, enforceable against it in accordance with its terms except as may be limited by the Enforceability Exceptions.

6.             Conditions to Obligations of the Parties.

(a)           The Purchasers’ several obligation to purchase the Capital Shares shall be subject to the following conditions having been met:

(i)      the representations and warranties set forth in Section 3 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the Closing,

(ii)     the Placement Agent shall have received an opinion from Ballard Spahr LLP, special Maryland counsel to the Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit A,

(iii)    the Placement Agent shall have received an opinion from Reed Smith LLP, special securities counsel to the Company, dated as of the date of the Closing, addressed to the Placement Agent and the Purchasers substantially in the form attached hereto as Exhibit B,

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(iv)    the Placement Agent shall have received a comfort letter from Ernst & Young LLP, Certified Public Accountants, dated as of the Closing, substantially in the form attached hereto as Exhibit C, and

(v)     on the Closing Date, the Company shall have delivered to the Placement Agent a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, setting forth that each of the representations and warranties contained in this Agreement shall be true on and as of the Closing Date as if made as of the Closing Date and each of the conditions and covenants contained herein shall have been complied with to the extent compliance is required prior to Closing, and shall have delivered such other customary certificates as the Placement Agent shall have reasonably requested.

(b)           The Company’s obligation to issue and sell the Capital Shares shall be subject to the following conditions having been met:

(i)      the representations and warranties set forth in Sections 2, 4 and 5 of this Agreement shall be true and correct with the same force and effect as though expressly made at and as of the Closing and

(ii)     the Settlement Agent (as defined below) shall have received payment in full for the Purchase Price for the Capital Shares by federal wire of immediately available funds, not less than the aggregate amount of $48,659,000 million prior to the payment of fees and expenses.

7.             Closing.  Provided that the conditions set forth in Section 6 hereto and the last sentence of this Section 7 have been met or waived at such time, the transactions contemplated hereby shall be consummated on August 5, 2010, or at such other time and date as the parties hereto shall agree (each such time and date of payment and delivery being herein called the “Closing”).  At the Closing, settlement shall occur through Weeden & Co. LP (the “Settlement Agent”), or an affiliate thereof, on a delivery versus payment basis through the DTC ID System.

8.             Covenants.  The Company hereby covenants and agrees that subject to all Purchasers consummating the purchase of the Capital Shares at the Closing, the Company will use the proceeds of the offering contemplated hereby as set forth under the caption “Use of Proceeds” in the Prospectus Supplement.

9.             Termination.  This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, by written notice promptly given to the other parties hereto, at any time prior to the Closing by the Company, on the one hand, or if the Closing shall not have occurred on or prior to August 16, 2010 by any Purchaser on the other; provided that the Company or such Purchaser, as the case may be, shall not be entitled to terminate this Agreement pursuant to this Section 9 if the failure of Closing to occur on or prior to such dates results primarily from such party itself having materially breached any representation, warranty or covenant contained in this Agreement.

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10.           Notices.  Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing and, if to the Purchasers, shall be sufficient in all respects if delivered or sent by facsimile to ###-###-#### or by certified mail to CSCA Capital Advisors, LLC, 280 Park Avenue, New York, New York 10017, Attention: Bradley Razook, and, if to the Company, shall be sufficient in all respects if delivered or sent to the Company by facsimile to ###-###-#### or by certified mail to the Company at 31365 Oak Crest Drive, Suite 200, Westlake Village, CA 91361, Attention: Wendy Simpson

11.           Governing Law.  This Agreement shall be construed in accordance with and governed by the substantive laws of the State of New York, without regard to conflict of laws principles. The Purchasers, the Placement Agent and the Company hereby irrevocable and unconditionally submit to the jurisdiction of any court of the State of New York or any federal court sitting in the State of New York for purposes of any suit, action or other proceeding arising out of this Agreement (and the parties agree not to commence any action, suit or proceedings relating thereto except in such courts) and agree that service of any process, summons, notice or document delivered by hand or sent by U.S. registered mail to the parties’ respective address set forth above shall be effective for service of process for any action, suit or proceeding brought against such party in any such court. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or any of the transactions contemplated hereby in the courts of the State of New York or any federal court sitting in the State of New York. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY SUCH DISPUTE.

12.           Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only in a writing that is executed by each of the parties hereto.

13.           Counterparts.  This Agreement may be executed in separate counterparts, each of which shall be deemed an original, and all of which together shall be deemed to constitute one and the same instrument.  Executed counterparts may be delivered by facsimile.

14.           Construction.  When used herein, the phrase “to the knowledge of” the Company or “known to” the Company or any similar phrase means the actual knowledge of the Chief Executive Officer, Chief Financial Officer or Chief Operating Officer of the Company and includes the knowledge that such officers would have obtained of the matter represented after reasonable due and diligent inquiry of those employees of the Company whom such officers reasonably believe would have actual knowledge of the matters represented.

15.           Free Writing Prospectus Legend.  The Company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Company or CSCA Capital Advisors, LLC will arrange to send you the prospectus if you request it by calling ###-###-####.

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IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be executed and delivered as of the date first above written.

SCHEDULE A

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SCHEDULE B

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SCHEDULE C

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SCHEDULE D

Aggregate Purchase Amount

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EXHIBIT A

Opinion of Ballard Spahr LLP

·        The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the State Department of Assessments and Taxation of Maryland.

·        The Company has the requisite corporate power and authority to own or lease its properties and to conduct its business as described in the Base Prospectus under the caption “Our Company”, to enter into the Purchase Agreement and the Placement Agent Agreement (collectively, the “Agreements”) and to carry out all the terms and provisions of the Agreements to be carried out by it.

·        The authorized stock of the Company is as set forth in the third paragraph of the section of the Base Prospectus entitled “General Description of the Offered Securities” and consists of (i) 45,000,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), and (ii) 15,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”) of which 2,000,000 shares  have been classified as 8.5% Series C Cumulative Convertible Preferred Stock (the “Series C Preferred Stock”), 2,200,000 shares have been classified as 8.5% Series E Cumulative Convertible Preferred Stock (the “Series E Preferred Stock”), and 6,640,000 shares have been classified as of 8.0% Series F Cumulative Preferred Stock, (the “Series F Preferred Stock”).

·        The issuance and sale of the Securities pursuant to the Purchase Agreement have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered by the Company against payment of the agreed consideration therefor in accordance with the provisions of the Purchase Agreement, the Securities will be validly issued, fully paid and non-assessable.

·        No holders of outstanding shares of stock of the Company are entitled to any preemptive or other similar rights under the Maryland General Corporation Law (the “MGCL”) or under the Charter or Bylaws of the Company to subscribe for or purchase any of the Capital Shares.

·        The execution and delivery of the Agreement(s) have been duly authorized by all necessary corporate action on the part of the Company and the Agreements have been executed and delivered by the Company.

·        The execution, delivery and performance of the Agreement(s) and the issuance and delivery of the Securities will not conflict with or result in a violation of the provisions of the Charter or Bylaws of the Company, the laws of the State of Maryland (other than securities laws and tax laws as to which we express no opinion), or to our knowledge any decree, judgment or order of any Maryland governmental authority applicable by name to the Company.

·        The Securities conform as to legal matters in all material respects to the description of the Common Stock of the Company set forth in the section of Base Prospectus entitled “Description of Our Common Stock”.

·        The Series C Preferred Stock conforms as to legal matters in all material respects to the description thereof set forth under the subheading “Series C Preferred Stock” in the section of the Base Prospectus entitled “Description of Our Preferred Stock”.

·        The Series E Preferred Stock conforms as to legal matters in all material respects to the description thereof set forth under the subheading “Series E Preferred Stock” in the section of the Base Prospectus entitled “Description of Our Preferred Stock”.

·        The Series F Preferred Stock conforms as to legal matters in all material respects to the description thereof set forth under the subheading “Series F Preferred Stock” in the section of the Base Prospectus entitled “Description of Our Preferred Stock”.

·        The statements in the section of the Base Prospectus entitled “Certain Provisions of Maryland Law and of Our Charter and Bylaws”, insofar as such statements purport to summarize provisions of the Charter or Bylaws of the Company or the MGCL, are accurate in all material respects.

No authorization, approval, order or consent of, or filing with, any court or governmental authority of the State of Maryland pursuant to any law of the State of Maryland is necessary in connection with the consummation of the transactions contemplated by the Agreement(s), except those, if any, which have already been obtained or rendered (and except as may be required under the securities laws or tax laws of the State of Maryland, as to which we express no opinion).

EXHIBIT B

Opinion of Reed Smith LLP

·        The Registration Statement has been declared effective under the Act; any required filing of the Prospectus pursuant to Rule 424(b) under the Act has been made in the manner and within the time period required by such Rule 424(b); and, to the best of our knowledge, based solely on one or more certificates of one or more officers of the Company and having been so advised by a member of the staff of the SEC in a telephonic conversation on the date hereof, no stop order suspending the effectiveness of the Registration Statement, and no order directed at any document incorporated by reference in the Registration Statement or the Prospectus or any amendment or supplement thereto, has been issued, nor, to the best of our knowledge, based solely on one or more certificates of one or more officers of the Company, has any proceeding for that purpose been instituted or threatened by the SEC.

·        The Registration Statement and the Prospectus (including the documents incorporated by reference therein) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the respective rules and regulations of the SEC thereunder with respect to the offering of the Securities by the Company; provided, however, that we express no opinion with respect to the financial statements, the notes thereto and related schedules and the accuracy of the other financial, numerical, statistical and accounting data included or incorporated by reference therein, or omitted therefrom.  In passing upon the compliance as to form of the Registration Statement and the Prospectus, we have assumed that the statements made therein are correct and complete.  We express no opinion with respect to any securities covered under the Registration Statement other than the Securities.

·        The statements included or incorporated by reference in the Registration Statement and the Prospectus under the captions “Risk Factors—Congress and the States Have Enacted Health Care Reform and Budget Measures”, “Business—Government Regulation” and “Business—Legislative Developments” insofar as such statements constitute a summary of the legal matters referred to therein, constitute accurate summaries or descriptions thereof in all material respects.

·        The Company is not and, after giving effect to the offering and sale of the Securities by the Company as provided for in the Purchase Agreement, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act.

·        Assuming the due authorization, execution and delivery of the Agreements by the Company and the other parties thereto (such other parties, the “Other Parties”): (a) the execution, delivery and performance of the Agreements, and the issuance, sale and delivery of the Securities by the Company as provided for in the Agreements does not (i) violate any California, New York or federal order, decree, judgment, statute, law, rule or regulation (other than federal or state securities laws, which are specifically addressed elsewhere herein) to which the Company or any of its property or assets is subject and of which we have knowledge or (ii) result in a material breach of, or constitute (upon notice or lapse of time or both) a material default under,

or result in any material violation of, or result in the creation or imposition of any lien, charge, encumbrance upon any material property or assets of the Company and its Subsidiaries taken as a whole pursuant to, any material contract, agreement, loan document or indenture filed as an exhibit to (A) the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, (B) the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2010, or (C) the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010 and (b) each of the Agreements is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.  No opinion is expressed in this paragraph 1: (I) as to any antifraud laws that may be applicable; or (II) with respect to, or the effect of, any financial, numerical, statistical or accounting data or information.

·                       Except for permits and similar authorizations required under state securities or Blue Sky laws, as to which we express no opinion, to the best of our knowledge, no consent, approval, license, authorization or other order of any California, Delaware, New York or federal court, regulatory body, administrative agency or other governmental body is required to be obtained by the Company in connection with the issuance and delivery of the Securities by the Company as provided for in the Purchase Agreement, except for any such consent, approval, license, authorization or other order that has been obtained.

·                       Based solely on one or more certificates of one or more officers of the Company and the Subsidiaries, to the best of our knowledge, and with the additional understanding that we have made no independent review or search of any dockets or records or made inquiries of any court, administrative agency or governmental authority or otherwise conducted any independent investigation, no legal or governmental proceedings are pending or threatened to which the Company or any of its Subsidiaries is a party or to which the property of the Company is subject and that are required to be described in the Registration Statement or the Prospectus and are not described therein.

·                       Commencing with its taxable year ending December 31, 1992, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (the “Code”), and its proposed method of operation, as described in the Charter or Bylaws of the Company, the Registration Statement, the Prospectus and the representations by the Company, will enable the Company to continue to meet the requirements for qualification and taxation as a “real estate investment trust” under the Code.