CareTrust REIT, Inc. 5,775,000 Shares Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2019 • CareTrust REIT, Inc. • Real estate investment trusts • New York
CareTrust REIT, Inc., a Maryland corporation (“CareTrust”), and CTR Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), confirm their agreement with the several underwriters named in Schedule I hereto (the “Underwriters”), for whom BMO Capital Markets Corp. and KeyBanc Capital Markets Inc. are acting as representatives (collectively, in such capacity, the “Representatives”), with respect to the issuance and sale by CareTrust and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 5,775,000 shares (the “Firm Shares”) of common stock, par value $0.01 per share, of CareTrust (the “Common Stock”) from CareTrust. In addition, the Underwriters have been granted an option to purchase up to an aggregate of 866,250 additional shares of Common Stock (the “Optional Shares”), if and to the extent that the Representatives, as managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purcha
