0001332349-10-000038 Sample Contracts

Brookdale Senior Living Inc. Common Stock Underwriting Agreement
Underwriting Agreement • November 12th, 2010 • 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 Citigroup Global Markets Inc. (the “Underwriter”) an aggregate of 13,000,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”).

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