0001193125-14-221160 Sample Contracts

BROOKDALE SENIOR LIVING INC. COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • June 2nd, 2014 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • New York

Certain stockholders of Brookdale Senior Living Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”) propose severally and not jointly, subject to the terms and conditions set forth herein, to sell to Morgan Stanley & Co. LLC (the “Underwriter”) an aggregate of 19,421,384 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”).

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