Cohen & Steers Capital Advisors, LLC New York, New York 10017 Re: Placement of Securities of Omega Healthcare Investors, Inc. Dear Sirs:Placement Agent Agreement • May 2nd, 2008 • Omega Healthcare Investors Inc • Real estate investment trusts
This letter (the “Agreement”) confirms our agreement to retain Cohen & Steers Capital Advisors, LLC (the “Placement Agent”) as our exclusive agent for a period commencing on the date of this letter and terminating on May 15, 2008 unless extended by the parties, to introduce Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), to certain investors as prospective purchasers (the “Offer”) of up to 5,906,674 shares of the Company’s Common Stock, par value $0.10 per share (the “Securities”) (assuming the maximum number of Securities is issued and sold). The engagement described herein (i) may be terminated by the Company at any time prior to the Closing (as defined below) and (ii) shall be in accordance with applicable laws and pursuant to the following procedures and terms and conditions:
PURCHASER NAME] [Form of] PURCHASE AGREEMENTPurchase Agreement • May 2nd, 2008 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
This Purchase Agreement (this “Agreement”), dated as of May 1, 2008, is by and among Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), each Purchaser, if any, listed under the heading “Direct Purchasers” on Schedule A (each, a “Direct Purchaser”), each Investment Adviser, if any, listed under the heading “Investment Advisers” on the signature pages hereto (each, an “Investment Adviser”) who are entering into this Agreement on behalf of themselves (as to paragraph 4 of this Agreement) and those Purchasers which are a fund or individual or other investment advisory client of such Investment Adviser listed under their respective names on Schedule B (each, a “Client”), and each Broker-Dealer, if any, listed on Schedule C (each, a “Broker-Dealer”) which is entering into this Agreement on behalf of itself (as to paragraph 5 of this Agreement) and those Purchasers which are customers for which it has power of attorney to sign listed under their respective names on Sche
