1393726--3/16/2010--Care_Investment_Trust

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{investment, property, distribution}

{loan, real, estate}

{tax, income, asset}

{regulation, government, change}

{stock, price, share}

{interest, director, officer}

{loss, insurance, financial}

{condition, economic, financial}

{competitive, industry, competition}

{stock, price, operating}

{cost, contract, operation}

{regulation, change, law}

{system, service, information}

{personnel, key, retain}

{acquisition, growth, future}

If the contemplated transactions are not completed, we may pursue the plan of liquidation previously approved by our stockholders or continue to pursue other strategic alternatives. Risks Related to Our Business Adverse economic and geopolitical conditions and disruptions in the credit markets could have a material adverse effect on our results of operations, financial condition and ability to pay distributions to our stockholders. We are dependent upon our Manager for our success and may not find a suitable replacement if the management agreement is terminated or such key personnel are no longer available to us. We may be unable to generate sufficient revenue from operations to pay our operating expenses and to make distributions to our stockholders. Risk Related to a Liquidation Pursuing the plan of liquidation may cause us to fail to qualify as a REIT, which would lower the amount of our distributions to our stockholders. We do not know the exact amount or timing of potential liquidation distributions. If we are unable to find buyers for our assets at our expected sales prices, our liquidating distributions may be delayed or reduced. Decreases in property values may reduce the amount we receive upon a sale of our assets. If our liquidation costs or unpaid liabilities are greater than we expect, our potential liquidating distributions may be delayed or reduced. The sale of our assets may cause us to be subject to a 100% excise tax on prohibited transactions, which would reduce the amount of potential liquidating distributions. If we are unable to satisfy all of our obligations to creditors, or if we have underestimated our future expenses, the amount of potential liquidation proceeds will be reduced. Stockholders could be liable to creditors to the extent of liquidating distributions received if contingent reserves are insufficient to satisfy our liabilities. Distributions by us may include a return of capital. We face potential risks with asset sales. The market price of our common stock may decline as we make potential liquidating distributions to our stockholders. Our stock may be delisted from the New York Stock Exchange. Our stockholders will not be able to buy, sell or transfer our shares of common stock after we file our Articles of Dissolution. Our board of directors will have the authority to sell our assets under terms less favorable than those assumed for the purpose of estimating our net liquidation value range in the Liquidation Proxy Statement. Our shareholders approved a plan of liquidation on January 28, 2010; however, our board of directors may amend the plan of liquidation at any time. If we continue with the plan of liquidation, distributing interests in a liquidating trust may cause our stockholders to recognize gain prior to the receipt of cash. If we pursue the plan of liquidation our accounting basis may change, which could require us to write down our assets. Our dispute with Cambridge regarding our ability to transfer our interests in the Cambridge medical office building portfolio may impair the value of such interests, and if we are not successful in our declaratory judgment action against Cambridge, our ability to transfer our interests in the portfolio may be restricted. Further, if we are not successful in defending against Cambridge s counterclaim, our ability to carry out transactions may be restricted and we may incur losses. If we are not successful in our declaratory judgment action seeking confirmation that the partnership interests held by Cambridge in the entity through which we made our investment in the Cambridge medical office building portfolio are not entitled to receive liquidating distributions from us, then the amount of potential liquidating distributions available to our stockholders may be reduced. Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit our stockholders recourse in the event of actions not in our stockholders best interests. Compliance with our Investment Company Act exemption imposes limits on our operations. Rapid changes in the market value or income from our real estate-related investments or non-qualifying assets may make it more difficult for us to maintain our status as a REIT or exemption from the Investment Company Act. Liability relating to environmental matters may decrease the value of the underlying properties. We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay dividends. Terrorist attacks and other acts of violence or war may affect the real estate industry, our profitability and the market for our common stock. Risks Related to Conflicts of Interest and Our Relationship with Our Manager The management agreement was not negotiated on an arms-length basis. As a result, the terms, including fees payable, may not be as favorable to us as if it was negotiated with an unaffiliated third party. Risks Relating to the Healthcare Industry Our investments are expected to be concentrated in healthcare facilities and healthcare-related assets, making us more vulnerable economically than if our investments were more diversified. The healthcare industry is heavily regulated and existing and new laws or regulations, changes to existing laws or regulations, loss of licensure or certification or failure to obtain licensure or certification could result in the inability of our borrowers or tenants to make payments to us. Our tenants and borrowers are subject to fraud and abuse laws, the violation of which by a tenant or borrower may jeopardize the tenant s or borrower s ability to make payments to us. Operators are faced with increased litigation and rising insurance costs that may affect their ability to make their lease or mortgage payments. Transfers of healthcare facilities generally require regulatory approvals, and alternative uses of healthcare facilities are limited. Economic crisis generally and its affect on state budgets could result in a decrease in Medicare and Medicaid reimbursement levels Risks Related to Our Investments Since real estate investments are illiquid, we may not be able to sell properties when we desire to do so. Because of the unique and specific improvements required for healthcare facilities, we may be required to incur substantial renovation costs to make certain of our properties suitable for other operators and tenants, which could materially adversely affect our business, results of operations and financial condition. Our use of joint ventures may limit our flexibility with jointly owned investments and could adversely affect our business, results of operations and financial condition, REIT status and our ability to sell these joint venture interests. Preferred equity investments involve a greater risk of loss than conventional debt financing. Our investments in debt securities are subject to specific risks relating to the particular issuer of the securities and to the general risks of investing in subordinated real estate securities. Our investments will be subject to risks particular to real property. The bankruptcy, insolvency or financial deterioration of our facility operators could significantly delay our ability to collect unpaid rents or require us to find new operators. Volatility of values of commercial properties may adversely affect our loans and investments. Insurance on the real estate underlying our investments may not cover all losses. Our due diligence may not reveal all of a borrower s liabilities and may not reveal other weaknesses in its business. Interest rate fluctuations may adversely affect the value of our assets, net income and common stock. Prepayment rates can increase, adversely affecting yields. The lack of liquidity in our investments may harm our business. Loss of our status as a REIT would have significant adverse consequences to us and the value of our common stock. The 90% distribution requirement under the REIT tax rules will decrease our liquidity and may force us to engage in transactions that may not be consistent with our business plan. Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code. New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. The stock ownership limit imposed by the Internal Revenue Code for REITs and our charter may restrict our business combination opportunities. Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow. Complying with REIT requirements may cause us to forgo otherwise attractive opportunities. Complying with REIT requirements may force us to liquidate otherwise attractive investments.

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1393726--3/16/2010--Care_Investment_Trust_Inc.