0001628280-24-014071 Sample Contracts

PACS Group, Inc. [l] Shares Common Stock ($0.001 par value) Underwriting Agreement
Underwriting Agreement • April 1st, 2024 • PACS Group, Inc. • Services-skilled nursing care facilities • New York

This letter agreement (this “Letter Agreement”) is being delivered to you in connection with the proposed underwriting agreement (the “Underwriting Agreement”), between PACS Group, Inc., a Delaware corporation (the “Company”), and each of you as representatives (the “Representatives”) of a group of Underwriters named therein, relating to an underwritten public offering of common stock, $0.001 par value per share (the “Common Stock”), of the Company (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

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PACS GROUP, INC. Farmington, Utah 84025 REGISTRATION RIGHTS AGREEMENT April [ n ], 2024
Registration Rights Agreement • April 1st, 2024 • PACS Group, Inc. • Services-skilled nursing care facilities • Delaware
STOCKHOLDERS AGREEMENT
Shareholder Agreements • April 1st, 2024 • PACS Group, Inc. • Services-skilled nursing care facilities • Delaware

This STOCKHOLDERS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of [●], 2024, by and among (i) PACS Group, Inc., a Delaware corporation (the “Issuer”); (ii) Jason Murray; and (iii) Mark Hancock (each of Mr. Hancock and Mr. Murray, a “Stockholder” and collectively, the “Stockholders”).

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