CareTrust REIT, Inc. Common Stock, par value $0.01 per share EQUITY DISTRIBUTION AGREEMENTDistribution Agreement • May 13th, 2016 • CareTrust REIT, Inc. • Real estate investment trusts • New York
CareTrust REIT, Inc., a Maryland corporation (the “Company”), and CTR Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”) with BMO Capital Markets Corp., Barclays Capital Inc., Canaccord Genuity Inc., KeyBanc Capital Markets Inc., Raymond James & Associates, Inc. and Wells Fargo Securities, LLC (each an “Agent” and collectively, the “Agents”) with respect to the issuance and sale from time to time by the Company of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $125,000,000 (the “Maximum Amount”) through or to the Agents, as sales agent or principal, on the terms and subject to the conditions set forth in this Agreement.
