Five Star Quality Care, Inc. 10,000,000 Shares Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2011 • Five Star Quality Care Inc • Services-skilled nursing care facilities • New York
Five Star Quality Care, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom Jefferies & Company, Inc., Citigroup Global Markets Inc. and UBS Securities LLC, are acting as representatives (the “Representatives”) an aggregate of 10,000,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,500,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
