COMMON STOCK DELIVERY AGREEMENT

Exhibit 10.2

COMMON STOCK DELIVERY AGREEMENT

     This agreement (“Agreement”) is being made this 6th day of November, 2006 by and between MPT Operating Partnership, L.P., a Delaware limited partnership (the “Issuer”), and Medical Properties Trust, Inc., a Maryland corporation (the “Guarantor”).

Recitals

     WHEREAS, the Guarantor is the sole member of the general partner of the Issuer; and

     WHEREAS, the Issuer and the Guarantor have entered into a purchase agreement dated November 1, 2006 with UBS Securities LLC and J.P. Morgan Securities Inc. as representatives of the initial purchasers (the “Initial Purchasers”), providing for the issuance and sale by the Issuer in an offering under Rule 144A promulgated under the Securities Act of 1933, as amended (the “Act”), of $125,000,000 principal amount of its 6.125% Senior Exchangeable Senior Notes due 2011 (the “Securities”), which Securities may be exchangeable into cash and, if applicable, shares of common stock, par value $0.001 per share, of the Guarantor (the “Common Stock”) under certain circumstances.

     NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual covenants contained herein, the parties agree as follows:

Agreement

     1. If the Issuer is required to deliver Common Stock to the holders of the Securities upon exchange, redemption or maturity in accordance with the terms of the Securities and the Indenture, dated as of November 6, 2006, by and among the Issuer, the Guarantor and Wilmington Trust Company, as trustee (the “Indenture”), related to the Securities, the Guarantor agrees to issue the number of Common Stock which the Issuer is required to deliver, and the Issuer hereby directs the Guarantor to deliver such Common Stock to the holders of the Securities on behalf of the Issuer in accordance with the Indenture.

     2. Upon any such issuance of Common Stock, the Issuer shall, in accordance with its First Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) issue to the Guarantor on a concurrent basis a certain number of “Partnership Units” (as defined in the Partnership Agreement) equal to the number of Partnership Units the Issuer would issue to the Guarantor if the Guarantor instead issued the Common Stock to the Issuer.

     3. The Issuer hereby agrees to indemnify the Guarantor and each of its directors and officers (each, an “Indemnified Party”) against, and agrees to hold, save and defend each Indemnified Party, harmless from, any loss, expense or damage (including without limitation, reasonable attorneys’ fees and expenses and court costs actually incurred) suffered or incurred by an Indemnified Party by reason of anything such Indemnified Party may in good faith do or refrain from doing for or on behalf of the Issuer pursuant to this Agreement; provided, however, that the Issuer shall not be required to indemnify an Indemnified Party for any loss, expense or

damage that such Indemnified Party may suffer or incur as a result of its willful misconduct or gross negligence.

     4. Miscellaneous.

     (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICT LAWS, RULES OR PRINCIPLES.

     (b) No provision of this agreement may be amended, modified, or waived, except in writing signed by both parties and with the consent of a majority in principal amount of Securities then outstanding; provided, however, that the unanimous consent of the holders of all outstanding Securities will be required in order to amend, modify, or waive the provisio