0001004724-15-000047 Sample Contracts

575,000 Shares ADCARE HEALTH SYSTEMS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • April 13th, 2015 • Adcare Health Systems, Inc • Services-skilled nursing care facilities • New York

AdCare Health Systems, Inc., an Georgia corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the public through MLV & Co. LLC (“MLV”), who is acting as the representative (the “Representative”) of the several underwriters (the “Underwriters”) named in Schedule I hereto, on a best efforts basis, an aggregate of up to 575,000 shares of the Company’s 10.875% Series A Cumulative Redeemable Preferred Stock, no par value per share (the “Securities”).

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