Brookdale Senior Living Inc. Common Stock Underwriting AgreementUnderwriting Agreement • November 10th, 2009 • 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”) an aggregate of 16,550,000 shares (the “Firm Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). In addition, the Selling Stockholders have granted to the Underwriter an option to purchase up to an additional 1,655,000 shares (the “Optional Shares”) of Common Stock, as provided in Section 3. The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 3 hereof are herein collectively called the “Shares”.
