0001193125-14-339738 Sample Contracts

BROOKDALE SENIOR LIVING INC. COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • September 12th, 2014 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York

Brookdale Senior Living Inc., a Delaware corporation (the “Company”) proposes, subject to the terms and conditions set forth herein, to sell to the underwriters listed on Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 8,955,223 shares (the “Initial Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”) and at the option of the Underwriters, up to an additional 1,343,283 shares of common stock (the “Option Shares” and, together with the Initial Shares, the “Shares”).

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