Form 8-K

8-K — CareTrust REIT, Inc.

Accession: 0001140361-26-022236

Filed: 2026-05-20

Period: 2026-05-18

CIK: 0001590717

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ef20074368_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (ef20074368_ex1-1.htm)

EX-1.2 — EXHIBIT 1.2 (ef20074368_ex1-2.htm)

EX-1.3 — EXHIBIT 1.3 (ef20074368_ex1-3.htm)

EX-5.1 — EXHIBIT 5.1 (ef20074368_ex5-1.htm)

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8-K

8-K (Primary)

Filename: ef20074368_8k.htm · Sequence: 1

false000159071700015907172026-05-182026-05-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2026

CareTrust REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-36181

46-3999490

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

24901 Dana Point Harbor Dr, Suite A200,

Dana Point, CA,

92629

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (949) 542-3130

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions (see General Instruction A.2 below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

CTRE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec. 230.405 of this

chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec. 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Item 8.01

Other Events

On May 18, 2026, CareTrust REIT, Inc. (the “Company”) and its operating partnership, CTR Partnership, L.P., entered into an

underwriting agreement (the “Underwriting Agreement”) with each of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC on behalf of themselves and as representatives of the underwriters named in Schedule I thereto (collectively, the

“Underwriters”) and as the forward sellers (together, in such capacity, the “Forward Sellers”) and each of Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association, as the forward purchasers (together, in such capacity,

the “Forward Purchasers”), relating to (i) the offer and sale of 12,500,000 shares (the “Firm Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), and (ii) the sale of up to an additional 1,875,000 shares of

Common Stock (the “Optional Shares” and together with the Firm Shares, the “Shares”), at a price to the Underwriters of $40.225 per share (the “Offering”). The closing of the Offering occurred on May 20, 2026.

In connection with the Offering, on May 18, 2026 the Company entered into separate forward sale agreements (the “Forward Sale

Agreements”) with each of Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association (or their respective affiliates), with respect to the Firm Shares. In connection with the Forward Sale Agreements and any additional

forward sale agreements, the Forward Purchasers (or their respective affiliates) are expected to borrow from third parties and to sell to the Underwriters the Shares that will be sold in the Offering. Pursuant to the terms of the Forward Sale

Agreements, on May 20, 2026, the Forward Sellers borrowed and sold an aggregate of 12,500,000 shares of Common Stock. The Company intends (subject to the Company’s right to elect cash or net share settlement, subject to certain conditions) to,

deliver, upon physical settlement of the Forward Sale Agreements on one or more dates specified by the Company occurring no later than May 20, 2027, the number of shares of Common Stock underlying the Forward Sale Agreements in exchange for a cash

payment per share equal to the forward sale price, which will be the public offering price less the underwriting discounts and commissions and subject to certain adjustments as provided in the Forward Sale Agreements. Although the Company expects to

settle the Forward Sale Agreements entirely by the physical delivery of shares of Common Stock for cash proceeds, the Company may also elect to cash or net share settle all or a portion of its obligations under the Forward Sale Agreements, in which

case it may receive, or it may owe, cash or shares of Common Stock from or to the Forward Purchasers. The Forward Sale Agreements provide for an initial forward sale price of $40.225 per share, subject to certain adjustments pursuant to the terms of

the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.

Pursuant to the terms of the Underwriting Agreement, the Underwriters were granted a 30-day option to purchase an additional 1,875,000

shares of Common Stock. Upon the exercise of such option, the Company expects to enter into an additional forward sale agreement with the Forward Purchasers in respect of the Optional Shares. However, a Forward Purchaser (or its affiliate) is not

required to borrow and sell such Optional Shares if, after using commercially reasonable efforts, such Forward Purchaser (or its affiliate) is unable to borrow such shares, or if borrowing costs exceed a specified threshold or if certain specified

conditions have not been satisfied. If any Forward Purchaser (or its affiliate) does not deliver and sell all of the Optional Shares to be sold by it to the Underwriters in connection with the exercise of such option, then the Company will issue and

sell to the Underwriters a number of shares of Common Stock equal to the number of shares of Common Stock that such Forward Purchaser (or its affiliate) does not deliver and sell, and the number of shares underlying the relevant additional Forward

Sale Agreement will be decreased by the number of shares that the Company issues and sells.

The Offering was made pursuant to the Company’s effective automatic shelf registration statement (including prospectus) on Form S-3

(File No. 333-293536), filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 17, 2026 and the prospectus supplement, dated May 18, 2026, filed by the Company with the SEC pursuant to Rule 424(b) under the Securities

Act of 1933, as amended.

The foregoing description of the Underwriting Agreement and the Forward Sale Agreements does not purport to be complete and is

qualified in its entirety by the full text of the Underwriting Agreement and the Forward Sale Agreements, which are filed as Exhibits 1.1, 1.2, and 1.3 hereto and are incorporated by reference herein.

The Company is also filing, as Exhibit 5.1 to this Current Report on Form 8-K, an opinion of DLA Piper LLP (US) regarding certain

matters of Maryland law, including the validity of the Shares issued and sold in the Offering.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

Exhibit

No.

Description

1.1

Underwriting Agreement, dated May 18, 2026, by and among CareTrust REIT, Inc., CTR Partnership, L.P. Wells

Fargo Securities, LLC and J.P. Morgan Securities LLC, as Underwriters and Forward Sellers, and Wells Fargo Bank, National Association and JPMorgan Chase Bank, National

Association as Forward Purchasers.

1.2

Forward Sale Agreement, dated May 18, 2026, by and among CareTrust REIT, Inc., and Wells Fargo Bank,

National Association.

1.3

Forward Sale Agreement, dated May 18, 2026, by and among CareTrust REIT, Inc., and JPMorgan Chase Bank,

National Association.

5.1

Opinion of DLA Piper LLP (US).

23.1

Consent of DLA Piper LLP (US) (included in Exhibit 5.1).

104

Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

CARETRUST REIT, INC.

By:

/s/ Derek J. Bunker

Name:

Derek J. Bunker

Title:

Chief Financial Officer and Treasurer

Date: May 20, 2026

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: ef20074368_ex1-1.htm · Sequence: 2

Exhibit 1.1

CareTrust REIT, Inc.

12,500,000 Shares

Common Stock, par value $0.01 per share

UNDERWRITING AGREEMENT

May 18, 2026

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

J.P. Morgan Securities LLC

270 Park Avenue, 9th Floor

New York, New York 10017

As Forward Sellers and

Representatives of the several Underwriters

Wells Fargo Bank, National Association

500 West 33rd Street, 14th Floor

New York, New York 10001

JPMorgan Chase Bank, National Association

270 Park Avenue, 9th Floor

New York, New York 10017

As Forward Purchasers

Ladies and Gentlemen:

CareTrust REIT, Inc., a Maryland corporation (“CareTrust”), and CTR Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), each of Wells Fargo Bank National Association and JPMorgan Chase Bank, National Association (each, a “Forward

Purchaser” and together, the “Forward Purchasers”) and each of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC (in their capacity as sellers of Common Stock (as defined

below), each, a “Forward Seller” and together, the “Forward Sellers”), at the request of CareTrust in connection with the

Initial Forward Sale Agreements (as defined below)), confirm their agreement with the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Wells Fargo

Securities, LLC and J.P. Morgan Securities LLC are acting as representatives (collectively, in such capacity, the “Representatives”), with respect to the sale by CareTrust and the purchase

by the Underwriters, acting severally and not jointly, of an aggregate of 12,500,000 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 1,875,000 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 purchase such

shares of Common Stock granted to the Underwriters, as provided in Section 2 hereof. The Firm Shares and the Optional Shares are hereinafter collectively referred to as the “Shares.”

To the extent there are no additional underwriters named in Schedule I hereto, the term “Representatives” as used herein shall mean Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as Underwriters.

The Firm Shares sold to the Underwriters by the Forward Sellers pursuant to Section 2 hereof are herein referred to as the “Borrowed

Firm Shares.” The Optional Shares sold to the Underwriters by the Forward Sellers pursuant to Section 2 hereof are herein referred to as the “Borrowed Optional Shares.”

The Borrowed Firm Shares and the Borrowed Optional Shares are herein referred to as the “Borrowed Shares.” The Borrowed Firm Shares and the Company Top-Up Firm Shares (as defined below)

are herein referred to collectively as the “Firm Shares.” Any Company Top-Up Firm Shares and any Company Top-Up Optional Shares (as defined below) are herein referred to as the “Company Shares.” The Shares are described in the Prospectus (as defined below). The shares of Common Stock issued, sold and/or delivered by CareTrust to a Forward Purchaser in settlement of

all or any portion of CareTrust’s obligations under a Forward Sale Agreement (as defined below) are herein referred to as the “Confirmation Shares.”

References herein to the “Initial Forward Sale Agreements” are to the letter agreements, dated the date hereof, between CareTrust and the

Forward Purchasers, relating to the forward sale by CareTrust, subject to CareTrust’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Initial Forward Sale Agreements), of a number of shares of Common Stock

equal to the number of Borrowed Firm Shares sold by the respective Forward Sellers to the Underwriters pursuant to this Agreement. References herein to the “Forward Sale Agreements” are to the Initial Forward Sale Agreements and/or the Additional

Forward Sale Agreements (as defined below) as the context requires.

1. Representations and Warranties of CareTrust and the Operating Partnership. CareTrust and the Operating Partnership each severally represents

and warrants to, and agrees with, each of the Underwriters, each of the Forward Purchasers and each of the Forward Sellers that:

(a) CareTrust has prepared and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf

registration statement” as defined in Rule 405 (“Rule 405”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder

(collectively, the “Securities Act”), on Form S-3 (Registration No. 333-293536), including a form of prospectus (the “Base Prospectus”),

to be used in connection with the public offering and sale of the Common Stock. Such registration statement, including the financial statements, exhibits and schedules thereto, at the time of effectiveness pursuant to Rule 430A or Rule 430B under

the Securities Act, including all information and documents incorporated or deemed incorporated by reference therein under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder

(collectively, the “Exchange Act”), is herein called the “Registration Statement.” The preliminary prospectus supplement dated

May 18, 2026 describing the Shares and the offering thereof, together with the Base Prospectus, is herein called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other

preliminary prospectus supplement to the Base Prospectus that describes the Shares and the offering thereof that is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary

prospectus.” The Preliminary Prospectus, including the Base Prospectus, relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined below) is herein called the “Time of Sale Prospectus.” As used herein, the term “Prospectus” shall mean the final prospectus supplement to the Base Prospectus

that describes the Shares and the offering thereof, together with the Base Prospectus, in the form first used by the Underwriters to confirm sales of the Shares or in the form first made available to the Underwriters by CareTrust to meet the

requests of purchasers pursuant to Rule 173 under the Securities Act. Any “issuer free writing prospectus” (as defined in Rule 433 of the Securities Act) is herein called an “Issuer Free Writing

Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus or any amendment or supplement to any of the

foregoing shall be deemed to refer to and include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”). For purposes of

this Agreement, the “Applicable Time” is 7:00 p.m. (Eastern time) on May 18, 2026. As used herein, the terms “Registration Statement,” “preliminary prospectus,” “Preliminary Prospectus,”

“Time of Sale Prospectus” and “Prospectus” shall include the documents incorporated and deemed to be incorporated by reference therein.

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in, or “part of” or other references of like import with

respect to the Registration Statement, any preliminary prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to mean and include all such financial statements and schedules and other information that

is or is deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be; and all references in this Agreement to

amendments or supplements to the Registration Statement, any preliminary prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act

that is incorporated by reference in the Registration Statement, any preliminary prospectus, the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, as the case may be.

(b) (i) At the time of filing the Registration Statement, (ii) at the earliest time that CareTrust or another offering participant made a bona fide offer

(within the meaning of Rule 164 under the Securities Act) of the Shares and (iii) at the date hereof, CareTrust was not and is not an “ineligible issuer” in connection with the offering of the Shares pursuant to Rules 164, 405 and 433 under the

Securities Act. No order preventing or suspending the use of any preliminary prospectus, the Time of Sale Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission. Each preliminary prospectus, the Time of Sale Prospectus

and the Prospectus, at the time of filing thereof, complied, and any further amendments or supplements thereto will comply, in all material respects, with the Securities Act, and did not contain an untrue statement of a material fact or omit to

state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty set forth in the immediately preceding sentence does not apply

to statements or omissions made in reliance upon and in conformity with written information relating to any Underwriter furnished to CareTrust in writing by the Representatives expressly for inclusion therein, which information consists solely of

the information set forth in Section 7(b) hereof.

(c) The Time of Sale Prospectus, as supplemented by those Issuer Free Writing Prospectuses and other materials and information listed in Schedule II hereto, taken together

(collectively, the “Disclosure Package”) as of the Applicable Time, complied, in all material respects, with the Securities Act, and did not include any untrue statement of a material fact

or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus listed on Schedule II or Schedule

III hereto does not conflict with the information contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Disclosure

Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading. The representations and warranties set forth in the two immediately preceding sentences do not apply to statements or omissions made in reliance upon and in conformity with written information relating to any Underwriter furnished to

CareTrust in writing by the Representatives expressly for inclusion therein, which information consists solely of the information set forth in Section 7(b) hereof.

(d) The Registration Statement and any post-effective amendment thereto have become effective under the Securities Act. CareTrust has responded to all requests, if any, of the Commission for

additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending

or, to CareTrust’s best knowledge, are contemplated or threatened by the Commission.

(e) The Registration Statement complies, and the Prospectus and any further amendments or supplements thereto will comply, in each case in all material respects, with the Securities Act.

The Registration Statement, and any post-effective amendment thereto, does not and will not contain, as of the applicable effective date, any untrue statement of a material fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein not misleading. The Prospectus, and any supplements thereto, as of its date or the date of such supplement and on each Delivery Date (as defined below), does not and will not contain any untrue statement of

a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately

preceding sentences do not apply to statements or omissions made in reliance upon and in conformity with written information furnished to CareTrust by an Underwriter expressly for inclusion therein, which information consists solely of the

information set forth in Section 7(b) hereof. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or filed as exhibits to the Registration Statement that have not been

described or filed as required.

(f) The Time of Sale Prospectus was, and the Prospectus delivered to the Underwriters for use in connection with this offering will be, identical to the versions of the Time of Sale

Prospectus and Prospectus created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T.

(g) At the time the Registration Statement originally became effective, CareTrust was permitted to use Form S-3 under the Securities Act.

(h) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act

(whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time CareTrust made any offer relating to the Shares in reliance on the

exemption of Rule 163 of the Securities Act and (iv) at the date hereof, CareTrust was and is a “well-known seasoned issuer” as defined in Rule 405. The Shares, since their registration on the Registration Statement, have been and remain eligible

for registration by CareTrust on a Rule 405 “automatic shelf registration statement.” CareTrust has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the Registration Statement.

(i) The documents incorporated by reference or deemed to be incorporated by reference in the Disclosure Package and the Prospectus, when they were filed with the Commission, conformed in all

material respects to the requirements of the Exchange Act, and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made, not misleading; and any further documents so filed and incorporated by reference or deemed to be incorporated by reference in the Disclosure Package or the Prospectus or any supplement thereto, when such documents are filed with the

Commission, will conform in all material respects to the requirements of the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading.

(j) Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, since the respective dates as of which information is given in the Registration

Statement, the Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there has been no material adverse change or any development that could reasonably

be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of CareTrust, the Operating Partnership or the direct and indirect subsidiaries (as

defined in Rule 1-02(x) of Regulation S-X) of CareTrust and/or the Operating Partnership (the “Subsidiaries”), taken as a whole (in any such case, a “Material Adverse Effect”); (ii) none of CareTrust, the Operating Partnership or any of the Subsidiaries has incurred any liability or obligation, direct or contingent, or entered into any transaction or agreement that,

individually or in the aggregate, is material with respect to CareTrust, the Operating Partnership and the Subsidiaries taken as a whole, and none of CareTrust, the Operating Partnership and the Subsidiaries has sustained any loss or interference

with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree which

could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and (iii) there has been no distribution of any kind declared, paid or made by the Operating Partnership on any partnership interest, other than

distributions paid to CareTrust or CareTrust GP, LLC or when required pursuant to the terms of that certain Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated December 11, 2025 (as may be amended,

restated or modified from time to time, the “Operating Partnership LPA”), to any individual holding LTIP Units (as defined therein).

(k) Each of CareTrust, the Operating Partnership and the Subsidiaries has been duly incorporated or organized, as applicable, and is validly existing as a corporation, limited partnership

or limited liability company, as the case may be, in good standing under the laws of the state of its jurisdiction of incorporation or organization, as applicable, and has the power and authority to own, lease and operate its properties and to

conduct its business as described in the Disclosure Package and the Prospectus, except where the failure to be in good standing or have such power and authority would not, individually or in the aggregate, reasonably be expected to result in a

Material Adverse Effect. Each of CareTrust, the Operating Partnership and the Subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as the case may be, to transact business and is in good

standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, individually or

in the aggregate, reasonably be expected to result in a Material Adverse Effect. CareTrust owns 100% of CareTrust GP, LLC, which is the sole general partner of the Operating Partnership.

(l) All of the issued and outstanding shares of each of CareTrust and the Subsidiaries that is a corporation, all of the issued and outstanding partnership interests of each of the

Operating Partnership and the Subsidiaries that is a limited partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each of the Subsidiaries that is a limited

liability company have been duly authorized and validly issued, are (except in the case of general partnership interests and limited liability company interests) fully paid and non-assessable and were issued in compliance with all applicable state

and federal securities and “Blue Sky” laws, and are owned by CareTrust, directly or through subsidiaries, free and clear of any lien, security interest, mortgage, pledge, encumbrance or claim (each, a “Lien”), except as otherwise disclosed in the Disclosure Package and the Prospectus. None of the issued and outstanding shares of capital stock of any of CareTrust and the Subsidiaries that is a corporation, none of the issued and

outstanding partnership interests of any of the Operating Partnership and the Subsidiaries that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar

interests of any Subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any security holder of such entity or any other person. Except with respect to

preferred equity investments in joint ventures as disclosed in the Disclosure Package and the Prospectus, each of CareTrust and the Operating Partnership does not own or control, directly or indirectly, any corporation, association or other entity

other than the Subsidiaries; the Operating Partnership is a Subsidiary of CareTrust.

(m) This Agreement has been duly authorized, executed and delivered by each of CareTrust and the Operating Partnership. Each of the Forward Sale Agreements has been or will be, as

applicable, duly authorized, executed and delivered by CareTrust. Each of CareTrust and the Operating Partnership has full right, power and authority to execute, deliver and perform its obligations under this Agreement and CareTrust has full

right, power and authority to execute, deliver and perform its obligations under the Forward Sale Agreements. Assuming due authorization, execution and delivery by the parties thereto, the Forward Sale Agreements constitute or will constitute

legal, valid and binding obligations of CareTrust, enforceable against CareTrust in accordance with their terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws

relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law.

(n) CareTrust has an authorized capitalization as set forth in the Disclosure Package and the Prospectus. The shares of issued and outstanding capital stock of CareTrust have been duly

authorized and validly issued and are fully paid and non-assessable and were issued in compliance with all applicable state and federal securities and “Blue Sky” laws.

(o) The Common Stock conforms in all material respects to the statements relating thereto contained in the Registration Statement, the Disclosure Package and the Prospectus; any Company

Shares and any Confirmation Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement or the Forward Sale Agreements, as applicable, will be validly issued, fully paid and nonassessable, and

conform to the description of the Common Stock contained in the Disclosure Package and the Prospectus and the issuance of the Company Shares is not subject to any preemptive or similar rights.

(p) Other than as described in the Disclosure Package and the Prospectus, there are no contracts, agreements or understandings between CareTrust and any person granting such person the right

to require CareTrust to file a registration statement under the Securities Act with respect to any shares of Common Stock or any other securities of CareTrust owned or to be owned by such person or to require CareTrust to include such Common Stock

or other securities in the Registration Statement. To the extent any person has such registration or offer similar rights, such rights have been waived with respect to the registration of securities in connection with the Registration Statement.

(q) No consent, approval, authorization, or order of, or filing or registration with, any governmental agency or body or any court is required for the consummation of the transactions

contemplated by this Agreement and the Forward Sale Agreements, except (i) such as have been made or obtained under the Securities Act, or (ii) the consents, approvals, authorizations, registrations or qualifications as may be required by state

securities or “Blue Sky” laws or by the Financial Industry Regulatory Authority (“FINRA”).

(r) None of CareTrust, the Operating Partnership or the Subsidiaries is (i) in violation of its (a) in the case of a corporation, charter and by-laws; (b) in the case of a limited or

general partnership, partnership certificate, certificate of formation or similar organizational document and partnership agreement; (c) in the case of a limited liability company, articles of organization, certificate of formation or similar

organizational documents and operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, certificate of trust, certificate of formation or similar organizational document

and trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity, (ii) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree

of any government, government instrumentality or court, domestic or foreign, having jurisdiction over CareTrust, the Operating Partnership or the Subsidiaries or any of their respective assets, properties or operations or (iii) in breach or default

(or with or without the giving of notice or the passage of time or both, would be in breach or default) in the performance or observance of any obligation, agreement, covenant or condition contained in any contracts, indentures, mortgages, deeds of

trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, leases or other instruments or agreements to which it is a party or by which it is bound or to which any of its property or assets are subject

(collectively, “Company Documents”), except, in the cases of clauses (ii) or (iii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be

expected to result in a Material Adverse Effect.

(s) The execution, delivery and performance by CareTrust and the Operating Partnership of this Agreement, the execution, delivery and performance by CareTrust of the Forward Sale Agreements

and the consummation by CareTrust, the Operating Partnership and the Subsidiaries of the issuance and sale of the Company Shares and the Confirmation Shares and the use of the proceeds from the sale of the Company Shares and the Confirmation Shares

as described in the Disclosure Package and the Prospectus under the caption “Use of Proceeds” and compliance by CareTrust and the Operating Partnership with their respective obligations under this Agreement and the Forward Sale Agreements, as

applicable, (i) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, event or condition which gives any person the right, either immediately or with

notice or passage of time or both, to terminate or limit (in whole or in part) any Company Documents or any rights of CareTrust, the Operating Partnership or any Subsidiary thereunder including, without limitation, upon the occurrence of a change

of control of any of CareTrust, the Operating Partnership or any Subsidiary or other similar events (each, a “Termination Event”) or event or condition which, either immediately or with

notice or passage of time or both, (a) gives the holder of any bond, note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion

of such indebtedness by CareTrust, the Operating Partnership or any Subsidiary, or (b) gives any counterparty (or any person acting on such counterparty’s behalf) under any swap agreement, hedging agreement or similar agreement or instrument to

which CareTrust, the Operating Partnership or any Subsidiary is a party the right to liquidate or accelerate the payment obligations or designate an early termination date under such agreement or instrument, as the case may be (each, a “Repayment Event”) under, or result in the creation or imposition of any Lien upon any property or assets of CareTrust, the Operating Partnership or any Subsidiary pursuant to, any Company

Documents, except for any such conflict, breach, default, Termination Event, Repayment Event or Lien that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and (ii) will not result in any

violation of (a) the provisions of the organizational documents of CareTrust, the Operating Partnership or any Subsidiary or (b) (assuming compliance with any applicable securities or “Blue Sky” laws of the jurisdictions in which the Shares are

offered by the Underwriters and assuming that the Underwriters comply with the agreements contained herein) law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign,

having jurisdiction over CareTrust, the Operating Partnership or any Subsidiary or any of their respective assets, properties or operations.

(t) Except as otherwise disclosed in the Disclosure Package and the Prospectus, (i) CareTrust, the Operating Partnership and the Subsidiaries have good and marketable title (in fee simple)

to all assets described in the Disclosure Package and the Prospectus as being owned by them, and none of CareTrust, the Operating Partnership or any Subsidiary has received notice of any claim that has been or may be asserted by anyone adverse to

the rights of CareTrust, the Operating Partnership or any Subsidiary with respect to such assets or affecting or questioning the rights of any of CareTrust, the Operating Partnership or any Subsidiary to the continued ownership, possession or

occupancy of such assets, except for such claims that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) all Liens or restrictions on or affecting the assets CareTrust, the Operating

Partnership or any Subsidiary that are required to be disclosed in the Disclosure Package or the Prospectus are disclosed therein, and all such Liens or restrictions which are not disclosed in the Disclosure Package and the Prospectus could not

reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (iii) no person or entity has an option or right of first refusal or any other right to purchase any of the assets leased to or owned by CareTrust, the

Operating Partnership or any Subsidiary, except where any such option or right would not, individually or in the aggregate, have a Material Adverse Effect; (iv) each of the assets leased to or owned by CareTrust, the Operating Partnership or any

Subsidiary has access to public rights of way, either directly or through insured easements, except where the failure to have such access would not, individually or in the aggregate, have a Material Adverse Effect; (v) each of the assets controlled

by CareTrust, the Operating Partnership or any Subsidiary is served by all public utilities necessary for the current operations on such property sufficient for such operations, except where the failure to have such public utilities would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vi) the assets leased to or owned by CareTrust, the Operating Partnership or any Subsidiary comply, in all material respects, with all applicable codes and

zoning and subdivision laws and regulations or the use thereof is permitted as a legal non-conforming use; (vii) all of the leases under which CareTrust, the Operating Partnership or any Subsidiary leases (as lessee) any real property or

improvements or any equipment relating to such real property or improvements are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect, and none of CareTrust, the Operating Partnership or any Subsidiary is in default in the payment of any amounts due under any such leases or otherwise in default thereunder and none of CareTrust, the Operating Partnership or

any Subsidiary knows of any event that, with the passage of time or the giving of notice or both, would constitute a default under any such lease, except such defaults that would not, individually or in the aggregate, reasonably be expected to have

a Material Adverse Effect; (viii) there is no pending or, to the knowledge of CareTrust, the Operating Partnership or any Subsidiary, threatened condemnation, zoning change, or other proceeding or action that could in any manner affect the size of,

use of, improvements on, construction on or access to any asset leased to or owned by CareTrust, the Operating Partnership or any Subsidiary, except such proceedings or actions that, either individually or in the aggregate, would not reasonably be

expected to have a Material Adverse Effect; and (ix) all of the leases under which CareTrust, the Operating Partnership or any Subsidiary leases (as lessor) any real property or improvements (whether directly or indirectly through partnerships,

joint ventures or otherwise) are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and none of CareTrust, the

Operating Partnership or any Subsidiary nor any lessee of any of the real property or improvements of CareTrust, the Operating Partnership or any Subsidiary is in default in the payment of any amounts due under any such leases or otherwise in

default thereunder, and none of CareTrust, the Operating Partnership or any Subsidiary knows of an event which, with the passage of time or the giving of notice or both, would constitute such a default under any of such leases, except such defaults

as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(u) CareTrust, the Operating Partnership and the Subsidiaries possess such permits, licenses, approvals, accreditations, certifications, registrations, certificates, consents and other

authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies to the extent required to conduct the

business to be operated by them as described in the Disclosure Package and the Prospectus, except where the failure to possess such Governmental Licenses would not, individually or in the aggregate, reasonably be expected to result in a Material

Adverse Effect. CareTrust, the Operating Partnership and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, result

in a Material Adverse Effect. None of CareTrust, the Operating Partnership or any Subsidiary has received any written notice of proceedings relating to the revocation or modification of any such Governmental Licenses, except where such revocation

or modification would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(v) The statements made in or incorporated by reference into the Disclosure Package and the Prospectus, insofar as they purport to constitute summaries of the terms of statutes, rules or

regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all

material respects.

(w) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of

CareTrust, the Operating Partnership or any of the Subsidiaries, threatened, against or affecting CareTrust, the Operating Partnership or any of the Subsidiaries (other than as disclosed in the Disclosure Package or the Prospectus) which could

reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(x) No labor dispute with the employees of any of CareTrust, the Operating Partnership or any Subsidiary exists or, to the knowledge of CareTrust, the Operating Partnership or any Subsidiary,

is imminent, in each case, which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the

performance by any of CareTrust or the Operating Partnership of its obligations under this Agreement.

(y) None of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of the Employee Retirement

Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”) with respect to a Plan determined without regard to any waiver

of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal, state or foreign governmental

or regulatory agency with respect to the employment, compensation or benefits of employees of CareTrust, the Operating Partnership or any Subsidiary that could reasonably be expected, individually or in the aggregate, to result in a Material

Adverse Effect; or (iii) any breach or termination of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment, compensation or benefits of employees of CareTrust, the Operating

Partnership or any Subsidiary or with respect to a Plan that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (i) a

material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of CareTrust, the Operating Partnership and any Subsidiary compared to the amount of such contributions made in CareTrust’s most

recently completed fiscal year; (ii) a material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) of CareTrust, the Operating Partnership and the Subsidiaries

in the current fiscal year of CareTrust, the Operating Partnership and any Subsidiary compared to the amount of such obligations in CareTrust’s most recently completed fiscal year; (iii) any event or condition giving rise to a liability under Title

IV of ERISA with respect to a Plan that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees of CareTrust, the Operating

Partnership or any Subsidiary related to its or their employment that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) with respect to which CareTrust, the Operating Partnership or any Subsidiary may have any liability.

(z) (i) CareTrust, the Operating Partnership and the Subsidiaries own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses,

copyrights, inventions, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses,

domain names and other intellectual property (collectively, “Intellectual Property”) that are described in the Disclosure Package or the Prospectus or that are necessary for the conduct of

their respective businesses as described in the Disclosure Package and the Prospectus; (ii) none of CareTrust, the Operating Partnership or any Subsidiary has received any notice or is otherwise aware of any infringement of or conflict with rights

of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of CareTrust, the Operating Partnership or any Subsidiary therein;

(iii) there are no third parties who have or, to the knowledge of CareTrust, the Operating Partnership or any Subsidiary, will be able to establish rights to any Intellectual Property of CareTrust, the Operating Partnership or any Subsidiary; and

(iv) there is no pending or, to the knowledge of CareTrust, the Operating Partnership or any Subsidiary, threatened action, suit, proceeding or claim by others challenging CareTrust’s, the Operating Partnership’s or any Subsidiary’s rights in or to

any such Intellectual Property, except in the case of each of clauses (i)-(iv) as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(aa) Except as otherwise disclosed in the Disclosure Package and the Prospectus: (i) to the best knowledge of CareTrust, the assets controlled by CareTrust, the Operating Partnership and the

Subsidiaries, including, without limitation, the Environment (as defined below) associated with such assets, is free of any Contaminant (as defined below), except such Contaminants which, individually or in the aggregate, would not reasonably be

expected to have a Material Adverse Effect; (ii) none of CareTrust, the Operating Partnership or any Subsidiary has caused any Release (as defined below) of any Contaminant into the Environment that, individually or in the aggregate, could

reasonably be expected to have a Material Adverse Effect or could result in any violation of any Environmental Laws (as defined below) or constitute a health or safety (as such matters relate to Contaminants) or environmental hazard to any person

or property except for such violations or hazards that could not reasonably be expected to have a Material Adverse Effect; (iii) none of CareTrust, the Operating Partnership or any Subsidiary is aware of any written notice from any governmental

body or other person claiming any violation of or liability under any Environmental Laws or requiring or calling attention to the need for any work, repairs, construction, alterations, removal or remedial action or installation on or in connection

with such real property or improvements relating to the presence of asbestos containing materials or other Contaminants on, at, under or migrating to or from such properties, except for such violations, work, repairs, construction, alterations,

removal or remedial actions or installations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iv) any such work, repairs, construction, alterations, removal or remedial action or

installation, if required, would not result in the incurrence of liabilities, which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect; (v) none of the Subsidiaries has caused or suffered to exist or

occur any condition on any of the properties or improvements of CareTrust, the Operating Partnership or any Subsidiary that could give rise to the imposition of any Lien under any Environmental Laws, except such Liens which, individually or in the

aggregate, would not reasonably be expected to have a Material Adverse Effect; (vi) no real property or improvements owned or leased by any Subsidiary is being used, or to the knowledge of CareTrust, the Operating Partnership or any Subsidiary, has

been used, for manufacturing or for any other operations that involve or involved the use, handling, transportation, storage, treatment or Release of any Contaminant, where such operations require or required permits or are or were otherwise

regulated pursuant to the Environmental Laws and where such permits have not been or were not obtained or such regulations or such permits are not being or were not complied with, except in all instances where any failure to obtain a permit or

comply with any regulation or permit could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (vii) none of CareTrust, the Operating Partnership or any Subsidiary is aware of any facts or issues

relating to compliance with Environmental Law that would reasonably be expected to have a Material Adverse Effect on their capital expenditures, earnings or competitive position; and (viii) there are no proceedings that are pending against

CareTrust, the Operating Partnership or any Subsidiary to which a governmental entity is also a party, other than such proceedings as to which CareTrust reasonably believes that no monetary sanctions of $300,000 (or, if the CareTrust has so elected

pursuant to Item 103(c)(3)(iii) of Regulation S-K, the lesser of $1,000,000 or one percent of the current assets of CareTrust and its Subsidiaries on a consolidated basis) or more will be imposed. “Contaminant” means any pollutant, contaminant, hazardous substance, toxic substance, hazardous waste, special waste, biohazardous waste, petroleum or petroleum derived substance or waste, asbestos or asbestos containing materials,

PCBs, lead, pesticides, per- or polyfluoroalkyl substances, toxic mold, radon or radioactive materials or any constituent of any such substance or waste, including any substance, material or waste identified or regulated under any Environmental

Law. “Environmental Laws” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §

6901 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., and all other

federal, state and local laws, common law, ordinances, regulations, rules, orders, decisions, permits, and the like, which are directed at the protection of human health (as it relates to Contaminants) or the Environment. “Environment” means any surface water, drinking water, ground water, land surface, subsurface strata, river sediment, buildings, structures, and ambient, workplace and indoor air. “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping, emanating or disposing of any Contaminant into the

Environment, including, without limitation, the abandonment or discard of barrels, containers, tanks or other receptacles containing or previously containing any Contaminant or any release, emission or discharge as those terms are defined or used

in any Environmental Law.

(bb) None of CareTrust, the Operating Partnership and the Subsidiaries participate in, submit claims to, or receive payment from the Medicare program, the respective Medicaid program in the

state or states in which such entity operates, or any other third party payor program.

(cc) CareTrust, the Operating Partnership and the Subsidiaries, to the extent applicable in connection with their business, are in compliance with the Health Insurance Portability and

Accountability Act of 1996 (as amended, and including 45 C.F.R. Part 160 and Part 164 and any other regulations promulgated thereunder) (collectively, “HIPAA”) and with applicable

provisions of Federal or state laws governing Medicare or any state Medicaid programs and any regulations promulgated pursuant to such laws, including, without limitation, Sections 1320a-7, 1320a-7a, 1320a-7b and 1395nn of Title 42 of the United

States Code, the False Claims Act, 31 U.S.C. § 3729 et seq., all criminal laws relating to health care fraud and abuse, including but not limited to 18 U.S.C. § 286 and 18 U.S.C. § 287, and the health care fraud criminal provisions under HIPAA (18

U.S.C. § 1347), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act) and related state or local regulations promulgated under such laws (collectively, “Health Care Laws”), corporate integrity and settlement agreements or any rules of professional conduct, except for such provisions the violation of which would not, individually or in the aggregate, reasonably be expected to have

a Material Adverse Effect. CareTrust, the Operating Partnership and the Subsidiaries have not engaged in activities that are, as applicable, cause for false claims liability or civil penalties under the Health Care Laws.

(dd) [Reserved]

(ee) [Reserved]

(ff) [Reserved]

(gg) CareTrust, the Operating Partnership and the Subsidiaries have filed all foreign, federal, state, local and franchise tax returns that are required to be filed or have obtained extensions

thereof, except where the failure so to file would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and have paid all taxes (including, without limitation, any estimated taxes) required to be

paid and any other assessment, fine or penalty, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith by appropriate actions and except for

such taxes, assessments, fines or penalties the nonpayment of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(hh) Commencing with CareTrust’s taxable year ending December 31, 2014, CareTrust has been and is organized and operated in conformity with the requirements for qualification and taxation as a

“real estate investment trust” (a “REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986 (the “Code”); and

CareTrust’s proposed method of operation as described in the Disclosure Package and Prospectus will enable CareTrust to meet the requirements for qualification and taxation as a REIT under the Code.

(ii) None of CareTrust, the Operating Partnership or any Subsidiary is party to any tax sharing or other revenue sharing agreement, other than the Tax Matters Agreement, dated as of May 30,

2014, by and between The Ensign Group, Inc. and CareTrust.

(jj) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, CareTrust, the Operating Partnership and the Subsidiaries have title

insurance on all real property and improvements owned by or leased to any of them under a ground lease, as the case may be, in each case in an amount at least equal to the original cost of acquisition, and CareTrust, the Operating Partnership or a

Subsidiary, as applicable, is entitled to all benefits of the insured thereunder. Each such property is insured by extended coverage hazard and casualty insurance in amounts and on such terms as are customarily carried by owners and, if

applicable, lessors and lessees, of similar properties (in the markets in which the properties of CareTrust, the Operating Partnership and the Subsidiaries are located). CareTrust, the Operating Partner and the Subsidiaries carry comprehensive

general liability insurance and such other insurance as is customarily carried by owners and, if applicable, lessors of properties similar to those leased to or owned by CareTrust, the Operating Partnership and the Subsidiaries, and require the

lessee under each lease of any such property to a third party to carry comprehensive general liability insurance and such other insurance as is customarily carried by lessees, in each case in amounts and on such terms as are customarily carried by

owners, lessors and lessees, as applicable, of similar properties (in the markets in which the properties of CareTrust, the Operating Partnership and the Subsidiaries are located). CareTrust, the Operating Partnership or Subsidiary, as applicable,

is named as an additional insured on all policies required to be carried by third-party lessees under the leases for such properties.

(kk) Except for the Operating Partnership LPA and any LTIP Agreements (as such term is defined in the Operating Partnership LPA), none of the Operating Partnership or any Subsidiary is a party

to or otherwise bound by any instrument or agreement that limits or prohibits or could limit or prohibit, directly or indirectly, any Subsidiary from paying any dividends or making any other distributions on its capital stock, limited or general

partnership interests, limited liability company interests, or other equity interests, as the case may be, or from repaying any loans or advances from, or (except for instruments or agreements that by their express terms prohibit the transfer or

assignment thereof or of any rights thereunder) transferring any of its properties or assets to, the Operating Partnership or any other Subsidiary, in each case except as described in the Disclosure Package and the Prospectus.

(ll) The consolidated financial statements of CareTrust, together with the related schedule and notes thereto, included or incorporated by reference in the Registration Statement, the

Disclosure Package and the Prospectus present fairly in all material respects the financial position of CareTrust at the dates indicated and the results of operations, changes in invested equity and cash flows of CareTrust for the periods

specified. Such financial statements have been prepared in conformity with generally accepted accounting principles or “GAAP” (as defined in Item 10 of Regulation S-K), applied on a

consistent basis throughout the periods involved and comply with all applicable accounting requirements under the Securities Act, or the Exchange Act, as applicable, and no other financial statements or supporting schedules are required to be

included in the Registration Statement, the Disclosure Package or the Prospectus pursuant to Rule 3-14 of Regulation S-X or otherwise. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the

Registration Statement fairly presents the required information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(mm) Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Prospectus,

neither CareTrust, the Operating Partnership nor any of the Subsidiaries has sustained any loss or interference with its business material to CareTrust, the Operating Partnership and the Subsidiaries considered as a whole, and there has not been

any (i) material change in the capitalization of CareTrust, the Operating Partnership or the Subsidiaries, (ii) material increase in the aggregate in the consolidated short-term or long-term debt of CareTrust, (iii) transaction that is material to

CareTrust, the Operating Partnership or any of the Subsidiaries contemplated or entered into by CareTrust, the Operating Partnership or any of the Subsidiaries, (iv) obligation, contingent or otherwise, directly or indirectly incurred by CareTrust,

the Operating Partnership or any Subsidiary that is material to CareTrust, the Operating Partnership and the Subsidiaries taken as a whole, (v) dividend or distribution of any kind declared, paid or made by CareTrust on any class of its capital

stock (other than regular quarterly cash dividends), or (vi) Material Adverse Effect.

(nn) Deloitte & Touche LLP, who has certified the financial statements and supporting schedules of CareTrust incorporated by reference in the Registration Statement, Disclosure Package and

the Prospectus and who has delivered the comfort letter referred to in Section 6(g) hereof, is an independent public accountant as required by the Exchange Act and is registered with the Public Company Accounting Oversight Board (“PCAOB”).

(oo) [Reserved]

(pp) CareTrust maintains a system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act

and has been designed by CareTrust’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. As of the date hereof, except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, neither CareTrust nor the Operating

Partnership is aware of (i) any “significant deficiency” or “material weakness” (in each case, as defined in PCAOB No. 5) in CareTrust’s internal control over reporting, whether or not subsequently remediated, or (ii) any fraud, whether or not

material, that involves management or other employees who have a significant role in CareTrust’s internal control over financial reporting.

(qq) CareTrust maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act, which controls and

procedures (i) are designed to ensure that material information relating to CareTrust, including its consolidated subsidiaries, is made known to CareTrust’s principal executive officer and its principal financial officer by others within those

entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared and (ii) are effective in all material respects to perform the functions for which they were established, in each case,

except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus.

(rr) There is and has been no failure on the part of CareTrust, the Operating Partnership or any Subsidiary, nor, to the knowledge of CareTrust, the Operating Partnership or any of the

Subsidiaries, any of their respective directors, members or managers, as applicable, or officers, in their capacities as such, to comply in all material respects with any applicable provision of and the rules and regulations under the

Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections 302 and 906 related to certifications.

(ss) Nothing has come to the attention of CareTrust, the Operating Partnership or any of the Subsidiaries that has caused CareTrust, the Operating Partnership or any Subsidiary to believe

any statistical, demographic, market-related and similar data included in the Registration Statement, the Disclosure Package or the Prospectus is not based on or derived from sources that CareTrust, the Operating Partnership and the Subsidiaries

believe to be reliable and accurate in all material respects.

(tt) The Common Stock is registered under Section 12(b) of the Exchange Act, and the Shares are listed on the New York Stock Exchange (“NYSE”),

and CareTrust has taken no action designed to, or likely to have the effect of, terminating the registration of the Shares under the Exchange Act or delisting the Shares from NYSE, nor has CareTrust received any notification that the Commission or

NYSE is contemplating terminating such registration or listing. Except as otherwise disclosed in the Prospectus, CareTrust is in material compliance with all applicable listing requirements of NYSE.

(uu) CareTrust is not, nor upon the issuance and sale of the Company Shares or the Confirmation Shares as contemplated in this Agreement or the Forward Sale Agreements, as applicable, and the

receipt and application of the net proceeds therefrom as described in the Registration Statement, the Disclosure Package and the Prospectus under the caption “Use Of Proceeds,” will be, an “investment company” or an entity “controlled” by an

“investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

(vv) None of CareTrust, the Operating Partnership or the Subsidiaries has taken or will take, directly or indirectly, any action designed to or that would constitute or that could reasonably be

expected to cause or result in the stabilization or manipulation of the price of any security of CareTrust to facilitate the sale or resale of the Shares. None of CareTrust, the Operating Partnership or the Subsidiaries has taken action that would

directly or indirectly violate any provision of Regulation M under the Exchange Act (“Regulation M”).

(ww) None of CareTrust, the Operating Partnership or any Subsidiary or any director, officer, employee, or to the knowledge of CareTrust, affiliate or agent acting on behalf of CareTrust, the

Operating Partnership or any Subsidiary, is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation by any such person of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and

regulations thereunder (the “FCPA”), or any other applicable anti-bribery or anti-corruption law, including, without limitation, any offer, payment, promise to pay or authorization of the

payment of any money or other property, gift, promise to give or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate

for foreign political office, in contravention of the FCPA. In the last five years, CareTrust, the Operating Partnership and the Subsidiaries, and their respective affiliates, have conducted their businesses in compliance with the FCPA and all

other applicable anti-bribery and anti-corruption laws, and have instituted and maintain policies and procedures designed to promote compliance therewith.

(xx) The operations of CareTrust, the Operating Partnership and Subsidiaries are and have been conducted in the last five years in compliance with applicable financial recordkeeping and

reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept

and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced

by any applicable governmental agency (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or

body or any arbitrator involving CareTrust, the Operating Partnership or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of CareTrust, the Operating Partnership or Subsidiaries, is threatened.

(yy) [Reserved]

(zz) None of CareTrust, the Operating Partnership or any Subsidiary, or any director, officer, employee, or to the knowledge of

CareTrust, authorized agent or affiliate acting on behalf of CareTrust, the Operating Partnership or any Subsidiary is currently (i) the subject or the target of any economic sanctions administered or enforced by the U.S. government, (including,

without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United

Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority (to the extent that such economic sanctions do not conflict with U.S. laws) (collectively, “Sanctions” and such persons, “Sanctioned Persons”), or (ii) located, organized, incorporated or resident in a country or territory that is the subject or the target of

country-wide or territory-wide Sanctions, as of the date hereof, the Crimea, Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran and North Korea (each, a “Sanctioned Country”). CareTrust and the Operating Partnership will not directly or indirectly use any of the proceeds from the sale of Company Shares or Confirmation Shares as contemplated in

this Agreement or the Forward Sale Agreements, as applicable, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity (A) to fund or facilitate any activities of, business

with, or for the benefit of, any Sanctioned Person, (B) to fund or facilitate any activities of or any business in or with any Sanctioned Country, or (C) in any other manner that could result in a violation by any Underwriters, Forward Purchasers,

or Forward Sellers of applicable Sanctions. Since April 24, 2019, CareTrust, the Operating Partnership and Subsidiaries have not engaged in, are not now engaged in and will not engage in any prohibited dealings or

transactions (A) with or for the benefit of any Sanctioned Person or (B) in or with any Sanctioned Country or Syria.

(aaa) There is not a broker, finder or other party that is entitled to receive from CareTrust, the Operating Partnership or any Subsidiary any brokerage or finder’s fee or other fee or

commission as a result of any of the transactions contemplated by this Agreement, except for underwriting discounts and commissions payable to the Underwriters in connection with the sale of the Company Shares or the Confirmation Shares pursuant to

this Agreement or the Forward Sale Agreements, as applicable.

(bbb) No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) included or incorporated by reference in the Registration

Statement, the Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(ccc) The Common Stock is an “actively-traded security” excepted from the requirements of Rule 101 of Regulation M under the Exchange Act by Rule 101(c)(1) thereunder.

(ddd) Any certificate signed by any officer of CareTrust or the Operating Partnership and delivered to the Representatives, the Forward Purchasers or the Forward Sellers or to counsel for the

Underwriters, the Forward Purchasers or the Forward Sellers shall be deemed a representation and warranty by CareTrust or the Operating Partnership, as the case may be, to each Underwriter, each Forward Purchaser and each Forward Seller as to the

matters covered thereby.

(eee) Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, to the knowledge of CareTrust, (i)(a) there has been no security breach or other

compromise of any of the information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them),

equipment or technology of CareTrust, the Operating Partnership or any Subsidiary (collectively, “IT Systems and Data”) and (b) none of CareTrust, the Operating Partnership or any

Subsidiary has been notified of, or has any knowledge of, any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data, except as would not, in the case of this clause

(i), individually or in the aggregate, have a Material Adverse Effect; (ii) each of CareTrust, the Operating Partnership and the Subsidiaries is presently in compliance with all applicable laws or statutes and all judgments, orders, rules and

regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from

unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) each of CareTrust, Operating Partnership and the

Subsidiaries has implemented commercially reasonable backup and disaster recovery technology.

2. Sale, Purchase and Delivery of Shares.

(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, CareTrust (with respect to any Company Top-Up

Firm Shares) and each of the Forward Sellers (with respect to the Borrowed Firm Shares), severally and not jointly, agrees to sell to the several Underwriters the Firm Shares. On the basis of the representations, warranties and agreements herein

contained, but subject to the conditions hereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from CareTrust (with respect to any Company Top-Up Firm Shares) and each of the Forward Sellers (with respect to the

Borrowed Firm Shares) at a purchase price of $40.225 per share (the “Purchase Price”) the respective number of Firm Shares set forth opposite the name of such Underwriter on Schedule I

hereto. The obligations of the Forward Sellers to sell the Borrowed Firm Shares under this Agreement are several and not joint. Each Forward Seller’s obligations extend solely to the respective number of Borrowed Firm Shares set forth opposite

the name of such Forward Seller in Schedule I under the heading “Number of Borrowed Firm Shares to be Sold” at the Purchase Price.

(b) On the basis of the representations, warranties and agreements contained in this Agreement, and subject to its terms and conditions, CareTrust (with respect to any Company Top-Up Optional

Shares) and each of the Forward Sellers (with respect to the Borrowed Optional Shares), severally and not jointly, hereby grant an option to the several Underwriters to purchase, severally and not jointly, the Optional Shares or any portion thereof

from CareTrust (with respect to any Company Top-Up Optional Shares) and each of the Forward Sellers (with respect to the Borrowed Optional Shares) at the Purchase Price (provided that the Purchase Price per Optional Share shall be reduced by an

amount per share equal to any dividends or distributions declared by CareTrust and payable on the Firm Shares but not payable on the Optional Shares). The Representatives may exercise this right on behalf of the Underwriters in whole or from time

to time in part by giving written notice to CareTrust, each of the Forward Purchasers and each of the Forward Sellers not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Optional Shares to be

purchased by the Underwriters and the date on which such shares are to be purchased. Unless otherwise agreed by CareTrust and each of the Forward Purchasers and the Forward Sellers, each purchase date of the Optional Shares must be at least three

business days after the written notice is given and may not be earlier than the First Delivery Date (as defined below) nor later than ten business days after the date of such notice; provided, however, that if notice is received at least one

business day prior to the First Delivery Date, the purchase date will be the First Delivery Date. On each Optional Delivery Date (as defined below), each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares

(subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased on such Optional Delivery Date as the number of Firm Shares set

forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares to be purchased on the First Delivery Date. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or

simultaneously are, sold and delivered.

(i) Following the delivery of an exercise notice, CareTrust agrees that it will use its commercially reasonable efforts to, within one business day after such notice is given, execute and

deliver to the Forward Purchasers additional letter agreements between CareTrust and each of the Forward Purchasers (the “Additional Forward Sale Agreements”) relating to the forward sale

by CareTrust, subject to CareTrust’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Additional Forward Sale Agreements), of a number of shares of Common Stock equal to the aggregate number of Optional

Shares being purchased by the Underwriters from the Forward Sellers pursuant to the exercise of such option, on terms substantially similar to the Initial Forward Sale Agreements, mutatis mutandis, as agreed by the parties. Upon CareTrust’s

execution and delivery to the Forward Purchasers of such Additional Forward Sale Agreements, the Forward Purchasers shall promptly execute and deliver such Additional Forward Sale Agreements to CareTrust, and upon such execution and delivery to

CareTrust, upon the basis of the warranties and representations and subject to the terms and conditions herein contained, each Forward Seller (or, in the case of any Company Top-Up Optional Shares, CareTrust), severally and not jointly, hereby

agrees to sell to the several Underwriters such number of Optional Shares at the price set forth above. The obligations of the Forward Sellers to sell the Borrowed Optional Shares under this Agreement are several and not joint. Each Forward

Seller’s obligations extend solely to the number of Borrowed Optional Shares it has agreed to sell, which shall be not more than the number set forth opposite the name of such Forward Seller in Schedule I under the heading “Maximum Number of

Borrowed Optional Shares To Be Sold.”

(ii) If the Additional Forward Sale Agreements are not executed and delivered pursuant to clause (i) above, then, upon the basis of the warranties and representations and subject to the

terms and conditions herein set forth, CareTrust agrees to sell to the several Underwriters the aggregate number of Optional Shares with respect to which the option is being exercised at the price set forth above.

(iii) If (A) any of the representations and warranties of CareTrust contained herein or any certificate delivered by CareTrust pursuant hereto are not true and correct as of the First

Delivery Date or any Optional Delivery Date, as the case may be, as if made as of the First Delivery Date or such Optional Delivery Date, (B) CareTrust has not performed all of the obligations required to be performed by it under this Agreement or

the Forward Sale Agreements on or prior to the First Delivery Date or such Optional Delivery Date, (C) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the First Delivery Date or such Optional

Delivery Date, (D) this Agreement shall have been terminated pursuant to Section 9 hereof on or prior to the First Delivery Date or such Optional Delivery Date, or the First Delivery Date or such Optional Delivery Date shall not have

occurred, (E) any of the conditions set forth in Section 3 of the Forward Sale Agreements shall not have been satisfied on or prior to the First Delivery Date or such Optional Delivery Date or (F) any of the representations and warranties of

CareTrust contained in the Forward Sale Agreements are not true and correct as of the First Delivery Date or such Optional Delivery Date as if made as of the First Delivery Date or such Optional Delivery, then each Forward Seller, in its sole

discretion, may elect not to (or in the case of clause (D), will not) borrow and deliver for sale to the Underwriters the Borrowed Shares otherwise deliverable on such date. In addition, in the event a Forward Purchaser determines that (x) it or

its affiliate is unable through commercially reasonable efforts to borrow and deliver for sale a number of Borrowed Shares equal to the number of Borrowed Shares that it has agreed to sell and deliver in connection with establishing a commercially

reasonable hedge position or (y) in its commercially reasonable judgment it or its affiliate would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so, then, in each case, such Forward Seller shall only be

required to deliver for sale to the Underwriters at the First Delivery Date or any Optional Delivery Date, as the case may be, the aggregate number of shares of Common Stock that such Forward Purchaser or its affiliates is able to so borrow in

connection with establishing its commercially reasonable hedge position at or below such cost.

(iv) In the event that any Forward Seller validly elects not to, or is otherwise not required to, borrow and deliver any Borrowed Shares for sale to the Underwriters pursuant to Section 2

hereof at the First Delivery Date or any Optional Delivery Date, as applicable, then such Forward Seller will use its commercially reasonable efforts to notify CareTrust no later than 9:00 a.m., New York City time, at the First Delivery Date or

such Optional Delivery Date, as the case may be, and CareTrust shall issue and sell to the Underwriters, in whole but not in part, an aggregate number of Shares equal to the number of Borrowed Shares deliverable by such Forward Seller hereunder

that such Forward Seller does not so deliver and sell to the Underwriters. The Shares sold by CareTrust to the Underwriters pursuant to this Section 2(b)(iv): (A) in lieu of any Borrowed Firm Shares are herein referred to collectively as

the “Company Top-Up Firm Shares” and (ii) in lieu of any Borrowed Optional Shares are herein referred to collectively as the “Company Top-Up Optional Shares.” In connection with any such issuance and sale by CareTrust, CareTrust and the

Underwriters shall have the right to postpone the First Delivery Date or the Optional Delivery Date, as applicable, for one business day in order to effect any required changes in any documents or arrangements. Notwithstanding anything to the

contrary herein, in no event will CareTrust be required to issue or deliver any Company Shares prior to the business day following notice to CareTrust of the relevant number of Shares so deliverable in accordance with this Section 2(b)(iv).

(v) Neither any of the Forward Purchasers nor any of the Forward Sellers shall have any liability whatsoever for any Borrowed Shares that such Forward Seller does not deliver and sell to the

Underwriters or any other party if such Forward Seller validly elects not to, or is otherwise not required to, borrow and deliver for sale such Borrowed Shares to the Underwriters pursuant to Section 2 hereof.

(c) The several Underwriters propose to offer the Shares for sale to the public upon the terms and conditions and in the manner set forth in the Prospectus.

(d) The Shares to be purchased by each Underwriter hereunder, in book-entry form and in such authorized denominations and registered in such names as the Representatives may request, shall be

delivered to the Underwriters, through the facilities of The Depository Trust Company, for the accounts of such Underwriters, against payment by or on behalf of the Underwriter of the purchase price therefor by wire transfer of federal (same-day)

funds to the account specified by CareTrust (with respect to any Company Shares) or the Forward Sellers (with respect to the Borrowed Shares) to the Representatives at least twenty-four hours in advance. The date of such delivery and payment shall

be, with respect to the Firm Shares, May 20, 2026 or such other time and date as the Representatives, the Forward Purchasers, the Forward Sellers and CareTrust may agree upon in writing, and, with respect to the Optional Shares, on the date

specified by the Representatives in the written notice given by the Representatives of their election to purchase such Optional Shares, or such date as the Representatives, the Forward Purchasers, the Forward Sellers, and CareTrust may agree upon

in writing. Such date for delivery of the Firm Shares is herein called the “First Delivery Date,” such date for delivery of the Optional Shares, if not the First Delivery Date, is herein

called an “Optional Delivery Date,” and each such time and date for delivery is herein called a “Delivery Date.”

(e) Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriters hereunder.

3. Certain Agreements of CareTrust. CareTrust covenants and agrees with each of the Underwriters, the Forward Purchasers and the Forward Sellers:

(a) To furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under (or obtain exemptions from the application of) the

securities or “Blue Sky” laws of such jurisdictions (both domestic and foreign) as the Representatives, the Forward Purchasers and the Forward Sellers may designate and to maintain such qualifications (or exemptions) in effect as long as requested

by the Representatives, the Forward Purchasers and the Forward Sellers for the distribution of the Shares, provided that CareTrust shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of

any such state (except service of process with respect to the offering and sale of the Shares).

(b) If, after the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to become effective before the offering of the

Shares may commence, CareTrust will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representatives, the Forward Purchasers and the Forward Sellers promptly and, if requested by the

Representatives, the Forward Purchasers and the Forward Sellers, will confirm such advice in writing, when such post-effective amendment has become effective.

(c) To prepare the Prospectus in a form approved by the Representatives, the Forward Purchasers and the Forward Sellers, which approval shall not be unreasonably withheld, delayed or

conditioned, and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement; during the period

beginning on the date hereof and ending on the date, which in the opinion of counsel for the Underwriters, the Forward Purchasers, and the Forward Sellers, a prospectus is no longer required by law to be delivered in connection with the offering

and sales of the Shares, to make no further amendment or any supplement to the Registration Statement, the Disclosure Package or Prospectus (including any amendment or supplement through incorporation of any report filed under the Exchange Act)

which shall be disapproved by the Representatives, the Forward Purchasers and the Forward Sellers promptly after reasonable notice thereof, provided that CareTrust may file any information required to be filed by Sections 13(a), 13(c) or 15(d) of

the Exchange Act upon reasonable notice to the Representatives, the Forward Purchasers and the Forward Sellers irrespective of disapproval by the Representatives, the Forward Purchasers and the Forward Sellers; to advise the Representatives, the

Forward Purchasers and the Forward Sellers promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has

been filed and to furnish the Representatives, the Forward Purchasers and the Forward Sellers with copies thereof; to file promptly, and in any event within the time periods specified, all reports and any definitive proxy or information statements

required to be filed by CareTrust pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a)

under the Securities Act) is required in connection with the offering or sale of the Shares; to advise the Representatives, the Forward Purchasers and the Forward Sellers promptly after it receives notice thereof, of the issuance by the Commission

of any stop order or of any order preventing or suspending the use of the Time of Sale Prospectus or the Prospectus or any other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any

jurisdiction, of the initiation or threatening of any proceeding for any such purpose or pursuant to Section 8A of the Securities Act, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus

or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Time of Sale Prospectus or the Prospectus or other prospectus or suspending any such qualification, promptly

to use its reasonable best efforts to obtain the withdrawal of such order.

(d) No later than 5:30 p.m., Eastern time, on the second business day succeeding the date of this Agreement, and from time to time, to furnish the Underwriters, the Forward Purchasers and

the Forward Sellers with electronic copies of the Disclosure Package and the Prospectus in such quantities as the Representatives, the Forward Purchasers and the Forward Sellers may reasonably request, and, (i) if at any time prior to the First

Delivery Date, any events shall have occurred as a result of which the Disclosure Package as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made when the Disclosure Package is delivered, not misleading or, if for any other reason it shall be necessary during such period to amend or supplement the Disclosure

Package to comply with the Securities Act, to notify the Representatives, the Forward Purchasers and the Forward Sellers and upon their request to prepare and furnish without charge to each Underwriter, Forward Purchaser and Forward Seller and to

any dealer in securities as many written and electronic copies as the Representatives, the Forward Purchasers and the Forward Sellers may from time to time reasonably request of such amendments or supplements to the Disclosure Package (or any

document to be filed with the Commission and incorporated by reference therein) which will correct such statement or omission or effect such compliance, or (ii) if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule

173(a) under the Securities Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any events shall have occurred as a

result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which

they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the

Prospectus in order to comply with the Securities Act, to notify the Representatives, the Forward Purchasers and the Forward Sellers and upon their request to prepare and furnish without charge to each Underwriter, Forward Purchaser and Forward

Seller and to any dealer in securities as many written and electronic copies as the Representatives, the Forward Purchasers and the Forward Sellers may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus

which will correct such statement or omission or effect such compliance, and in case any Underwriter, Forward Purchaser or Forward Seller is required by law, rule or regulation to deliver a prospectus (or in lieu thereof, the notice referred to in

Rule 173(a) under the Securities Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon the request of the Representatives but at the expense of such Underwriter, Forward

Purchaser or Forward Seller, to prepare and deliver to such Underwriter, Forward Purchaser or Forward Seller as many written and electronic copies as the Representatives, such Forward Purchaser or such Forward Seller may reasonably request of an

amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act.

(e) To make generally available to its security holders via EDGAR within the required time periods after the effective date of the Registration Statement (as the term “effective date” is

defined in Rule 158(c) under the Securities Act), an earnings statement of CareTrust and its consolidated subsidiaries (which need not be audited) complying with the provisions of Section 11(a) of the Securities Act (including, at the option of

CareTrust, Rule 158 under the Securities Act).

(f) During the period beginning from the date hereof and continuing to and including the date 30 days after the date of the Prospectus, except as provided hereunder, not to, directly or

indirectly, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition of) any shares of Common Stock or any securities that are

substantially similar to the Common Stock or securities convertible into or exchangeable for Common Stock or any securities that are substantially similar to the Common Stock, or sell or grant options, rights or warrants with respect to any shares

of Common Stock or any securities that are substantially similar to Common Stock or securities convertible into or exchangeable for Common Stock or any securities that are substantially similar to Common Stock, or publicly announce the intention to

do any of the foregoing, without the prior written consent of the Representatives, except, in each case (A) the offering and sale of the Shares and the Confirmation Shares to be sold hereunder or pursuant to any Forward Sale Agreement; (B) the

issuance of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus; (C) the issuance or sale of any shares of Common Stock pursuant to

forward sale agreements outstanding on the date hereof; (D) the issuance, grant or sale of shares of Common Stock, options to purchase Common Stock, stock units to purchase Common Stock or Common Stock issuable upon the exercise of options, stock

units or other equity awards granted pursuant to employee benefit or stock incentive plans of CareTrust existing on the date of this Agreement and referred to in the Registration Statement; (E) the issuance of shares of Common Stock pursuant to any

non-employee director stock plan, dividend reinvestment plan or stock purchase plan of CareTrust; (F) the issuance of shares of Common Stock upon exchange, conversion or redemption of partnership interests of the Operating Partnership; or (G) the

issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus.

(g) During a period of two years from the effective date of the Registration Statement, to deliver or to make available via EDGAR to the Representatives, the Forward Purchasers and the

Forward Sellers promptly after they become available, copies of any reports and financial statements of CareTrust filed with the Commission under the Exchange Act or mailed to its stockholders.

(h) To engage and maintain, at its expense, a registrar and transfer agent for the Shares.

(i) Prior to termination of the underwriting syndicate contemplated by this Agreement and during the offering of the Shares by the Underwriters for sale to the public in the manner set

forth in the Prospectus, not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly, any action designed to stabilize or manipulate the price of any security of CareTrust, or which

may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of CareTrust, to facilitate the sale or resale of any of the Shares, (ii) sell, bid

for, purchase or pay anyone any compensation for soliciting purchases of the Shares or (iii) pay or agree to pay any person any compensation for soliciting any order to purchase any other securities of CareTrust.

(j) To comply with all of the provisions of any undertakings in the Registration Statement.

4. Additional Agreements.

(a) CareTrust represents and agrees that, without the prior consent of the Representatives, the Forward Purchasers and the Forward Sellers, it has not made and will not make any offer

relating to the Shares that would constitute a “free writing prospectus” (as defined in Rule 405). Each Underwriter represents and agrees that, without the prior consent of CareTrust, the Representatives, the Forward Purchasers and the Forward

Sellers, it has not made and will not make any offer relating to the Shares that would be required to be filed by CareTrust as a free writing prospectus. Any such free writing prospectus the use of which has been consented to by CareTrust, the

Representatives, the Forward Purchasers, and the Forward Sellers is listed on Schedule II or Schedule III hereto.

(b) CareTrust has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the

Commission or retention where required and legending.

(c) CareTrust agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would

conflict with the information in the Registration Statement, the Time of Sale Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,

in the light of the circumstances then prevailing, not misleading, CareTrust will give prompt notice thereof to the Representatives, the Forward Purchasers, and the Forward Sellers and, if requested by the Representatives, the Forward Purchasers,

and the Forward Sellers, will prepare and furnish without charge to each Underwriter, each Forward Purchaser and each Forward Seller an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The

agreement set forth in the immediately preceding sentence does not apply to statements or omissions made in reliance upon and in conformity with written information furnished to CareTrust by an Underwriter expressly for inclusion therein, which

information consists solely of the information set forth in Section 7(b) hereof.

(d) Each of CareTrust and the Operating Partnership acknowledge and agree that (i) the Underwriters’ research analysts and research departments are required to be independent from their

respective investment banking divisions and are subject to certain regulations and internal policies and (ii) the Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with

respect to CareTrust, the value of the Common Stock and/or the offering that differ from the views of their respective investment banking divisions. Each of CareTrust and the Operating Partnership hereby waives and releases, to the fullest extent

permitted by law, any claims that it may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by the Underwriters’ independent research analysts and research departments may be

different from or inconsistent with the views or advice communicated to CareTrust and/or the Operating Partnership by any Underwriter’s investment banking division. Each of CareTrust and the Operating Partnership acknowledges that each of the

Underwriters is a full service securities firm and as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity

securities of CareTrust.

5. Expenses. CareTrust will pay or cause to be paid: (a) the fees, disbursements and expenses of CareTrust’s counsel and accountants in connection

with the registration of the Shares under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus and the

Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters, the Forward Purchasers, the Forward Sellers and dealers; (b) the cost of printing or producing of a reasonable number of each of

any preliminary prospectuses, the Prospectus (including any amendments and supplements thereto), any Issuer Free Writing Prospectus and a “Blue Sky” Memorandum; (c) all expenses relating to investor presentations or any “roadshow” undertaken in

connection with marketing of the Shares (including electronic roadshows); (d) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 3(a) hereof, including

the reasonable and documented fees and disbursements of counsel for the Underwriters, the Forward Purchasers and the Forward Sellers in connection with such qualification and in connection with the “Blue Sky” Memorandum; (e) if applicable, all fees

and expenses in connection with listing the Shares and the Confirmation Shares on NYSE; (f) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel for the Underwriters, the Forward Purchasers and the

Forward Sellers in connection with, any required review by FINRA of the terms of the sale of the Shares; (g) the cost of preparing share certificates; (h) the cost and charges of any transfer agent or registrar; and (i) all other costs and expenses

incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. Except as specifically provided in clauses (c) and (e) above, CareTrust shall have no liability for fees or disbursements

of counsel for the Underwriters, the Forward Purchasers and the Forward Sellers in connection with the transactions contemplated by this Agreement.

6. Conditions of the Obligation of the Underwriters, the Forward Purchasers and the Forward Sellers. The obligations of the several Underwriters,

the Forward Purchasers and the Forward Sellers hereunder shall be subject to the accuracy, when made and on each Delivery Date, of the representations and warranties of CareTrust contained herein, to the performance by CareTrust of its obligations

hereunder, and to each of the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the Securities Act and in accordance

with Section 3(c) hereof; all material required to be filed by CareTrust pursuant to Rule 433(d) under the Securities Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433.

No stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act shall be pending or are, to the best knowledge

of CareTrust, threatened by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus or any part thereof shall have been issued and no proceedings for that purpose shall be pending or

are, to the best knowledge of CareTrust, threatened by the Commission; no order suspending the qualification or registration of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such

purpose shall be pending before or are, to the best knowledge of CareTrust, threatened by the authorities of any such jurisdiction; all requests for additional information on the part of the Commission shall have been complied with to the

reasonable satisfaction of the Representatives; and after the date hereof no amendment or supplement to the Registration Statement or the Prospectus relating to the Shares shall have been filed unless a copy thereof was first submitted to the

Representatives, the Forward Purchasers and the Forward Sellers and the Representatives, the Forward Purchasers and the Forward Sellers did not object thereto.

(b) The Underwriters, the Forward Purchasers and the Forward Sellers shall not have discovered and disclosed to CareTrust prior to or on such Delivery Date that (i) the Registration

Statement, or any amendment or supplement thereto, contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, the Forward Purchasers and the Forward Sellers is material or omits to state a fact which, in the

opinion of counsel for the Underwriters, is material and is required to be stated therein or is necessary to make the statements therein not misleading, and (ii) any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus, or

any amendment or supplement thereto, contains any untrue statement of a fact which, in the opinion of counsel for the Underwriters, the Forward Purchasers and the Forward Sellers, is material or omits to state a fact which, in the opinion of

counsel for the Underwriters, the Forward Purchasers and the Forward Sellers is material and is required to be stated therein or is necessary to make the statements therein, in the light of the circumstances under which they were made, not

misleading.

(c) O’Melveny & Myers LLP, counsel for CareTrust and the Operating Partnership, shall have furnished to the Representatives, the Forward Purchasers and the Forward Sellers their written

opinion and negative assurance letter, dated such Delivery Date, in form and substance satisfactory to the Representatives, the Forward Purchasers and the Forward Sellers.

(d) Kirkland & Ellis LLP, counsel for CareTrust and the Operating Partnership, shall have furnished to the Representatives, the Forward Purchasers and the Forward Sellers their written

opinion regarding certain tax matters, dated such Delivery Date, in form and substance satisfactory to the Representatives, the Forward Purchasers and the Forward Sellers.

(e) DLA Piper LLP (US), special Maryland counsel for CareTrust, shall have furnished to the Representatives, the Forward Purchasers and the Forward Sellers their written opinion, dated such

Delivery Date, in form and substance satisfactory to the Representatives, the Forward Purchasers and the Forward Sellers.

(f) Jones Day, counsel for the Underwriters and the Forward Sellers, shall have furnished to the Representatives, the Forward Purchasers and the Forward Sellers their written opinion, dated

such Delivery Date, in form and substance satisfactory to the Representatives, the Forward Purchasers and the Forward Sellers.

(g) The Underwriters, the Forward Purchasers and the Forward Sellers shall have received, on each of the date hereof and each Delivery Date, a letter dated the date hereof or such Delivery

Date, as the case may be, in form and substance satisfactory to the Representatives, the Forward Purchasers and the Forward Sellers, from Deloitte & Touche LLP containing statements and information of the type ordinarily included in

accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information of CareTrust, as applicable, contained in the Registration Statement, the Disclosure Package and the Prospectus, provided that

the letter delivered on each Delivery Date shall use a “cut-off date” not earlier than the third business day prior to such Delivery Date.

(h) CareTrust and the Operating Partnership will, on each Delivery Date, deliver to the Underwriters, the Forward Purchasers and the Forward Sellers a certificate of an executive officer of

CareTrust and an executive officer of the Operating Partnership, dated such Delivery Date, to the effect that:

(i) The representations and warranties of each of CareTrust and the Operating Partnership, as applicable, in this Agreement are true and correct, as if made on and as of the date thereof and

provided that any reference therein to the First Delivery Date shall be deemed to refer to the applicable Delivery Date on which such certificate is delivered; and each of CareTrust and the Operating Partnership has complied with all the agreements

and satisfied all the conditions on its part to be performed or satisfied at or prior to such Delivery Date;

(ii) No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceedings for that purpose or pursuant to

Section 8A of the Securities Act have been instituted or are pending or are, to the best knowledge of CareTrust, threatened under the Securities Act;

(iii) No stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus or any part thereof has been issued and no proceedings for that purpose have been

instituted or are pending or are, to the best knowledge of CareTrust, threatened under the Securities Act;

(iv) When the Registration Statement became effective and at all times subsequent thereto up to the date hereof, the Registration Statement and the Prospectus, and any amendments or

supplements thereto, contained all material information required to be included therein by the Securities Act or the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material

respects conformed to the requirements of the Securities Act or the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be; the Registration Statement, the Disclosure Package and the Prospectus, and

any amendments or supplements thereto, did not and do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading; and, since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amendment or supplemented Prospectus which has not been so set forth; and

(v) Subsequent to the respective dates as of which information is given in the Registration Statement, the Disclosure Package and Prospectus, except as set forth in the Disclosure Package

and the Prospectus, there has not been any (a) transaction or event which has a Material Adverse Effect, (b) change in the capitalization of CareTrust, the Operating Partnership or any Subsidiary that is material to CareTrust, the Operating

Partnership and the Subsidiaries taken as a whole, (c) obligation, contingent or otherwise, directly or indirectly incurred by CareTrust, the Operating Partnership or any Subsidiary that is material to CareTrust, the Operating Partnership and the

Subsidiaries taken as a whole or (d) dividend or distribution of any kind declared, paid or made by CareTrust on any class of its capital stock.

(i) CareTrust will, on each of the date hereof and each Delivery Date, deliver to the Underwriters, the Forward Purchasers and the Forward Sellers a certificate of the Chief Financial

Officer of CareTrust, dated the date hereof or such Delivery Date, in form and substance satisfactory to the Representatives, the Forward Purchasers and the Forward Sellers.

(j) (i) Neither CareTrust nor the Operating Partnership nor any of the Subsidiaries shall have sustained since the date of the latest audited financial statements included in the

Disclosure Package and the Prospectus any loss or interference with its business, otherwise than as set forth in the Disclosure Package and the Prospectus and (ii) since the respective dates as of which information is given in the Prospectus, there

shall not have been any change in the capitalization of CareTrust or change, or any development or event involving a prospective change, on the condition (financial or otherwise), business, properties, business prospects or results of operations of

CareTrust, the Operating Partnership and the Subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Disclosure Package and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the

judgment of the Representatives, the Forward Purchasers or the Forward Sellers so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered on such Delivery

Date on the terms and in the manner contemplated in the Disclosure Package and the Prospectus.

(k) On or after the date hereof, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the NYSE or the Nasdaq

Global Select Market, (ii) a suspension or material limitation in trading in CareTrust’s securities on the NYSE, (iii) a general moratorium on commercial banking activities declared by United States federal or New York state authorities or a

material disruption in commercial banking or securities settlement or clearance services in the United States, (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national

emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment

of the Representatives, the Forward Purchasers or Forward Sellers makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered on such Delivery Date on the terms and in the manner

contemplated in the Disclosure Package and the Prospectus.

(l) The Representatives shall have received from each person listed on Exhibit B hereto an executed lock-up letter agreement substantially to the effect set forth in the form

attached hereto as Exhibit A.

(m) Each of CareTrust and the Operating Partnership shall have furnished to the Representatives, the Forward Purchasers and the Forward Sellers such further information, certificates and

documents as the Representatives, the Forward Purchasers and the Forward Sellers may reasonably request.

All opinions, certificates, letters and documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and

substance satisfactory to counsel for the Underwriters, the Forward Purchasers and the Forward Sellers.

7. Indemnification and Contribution.

(a) CareTrust and the Operating Partnership shall, jointly and severally, indemnify and hold harmless each Underwriter, each Forward Purchaser and each Forward Seller, its affiliates, their

respective officers, directors, employees and agents, and each person, if any, who controls such indemnified party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or

liabilities, joint or several, to which such Underwriter, Forward Purchaser or Forward Seller may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise

out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto or the omission or alleged omission of a material fact required to be

stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus or the Prospectus, or any

amendment or supplement thereto, or any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act Regulations, or the omission or alleged omission to state therein a

material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each indemnified party for any legal or other expenses reasonably incurred by such indemnified

party in connection with investigating or defending against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that CareTrust shall not be liable in any such case to the extent that any such loss,

claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus,

or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to CareTrust by an Underwriter expressly for inclusion therein, which information consists solely

of the information described in Section 7(b) hereof.

(b) Each Underwriter, Forward Purchaser and Forward Seller, severally and not jointly, shall indemnify and hold harmless CareTrust, the Operating Partnership, their affiliates, their

respective officers, directors, employees and agents, and each person, if any, who controls CareTrust within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to

which such indemnified party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue

statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto or the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not

misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing

Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act Regulations, or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration

Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to CareTrust

by such Underwriter, Forward Purchaser or Forward Seller expressly for inclusion therein, and will reimburse each indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or

defending against any such loss, claim, damage, liability or action as such expenses are incurred. Each of CareTrust and the Operating Partnership hereby acknowledges that the only written information that the Underwriters, the Forward Purchasers

and the Forward Sellers have furnished to CareTrust and the Operating Partnership expressly for use in the Time of Sale Prospectus and the Prospectus consists solely of the statements set forth in the Time of Sale Prospectus and the Prospectus in

the twelfth paragraph, the thirteenth paragraph and the fifteenth paragraph under the caption, “Underwriting.”

(c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to

be made against the indemnifying party under Sections 7(a) or 7(b) hereof, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any

liability which it may have to any indemnified party otherwise than under Sections 7(a) or 7(b) hereof. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement

thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such

indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as provided in the following sentence, after notice from the indemnifying party to such indemnified party of its

election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof

other than reasonable costs of investigation. After notice from the indemnifying party to the indemnified party of the indemnifying party’s election to assume the defense of such action, the indemnified party shall have the right to employ its own

counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) if

the named parties in any such action include both the indemnifying party and the indemnified party and the indemnified party shall have reasonably concluded that there is an actual or potential conflict between the positions of the indemnifying

party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party or

(iii) the indemnifying party shall not have employed counsel to assume the defense of such action within a reasonable time after notice of commencement thereof, in each of which cases the fees and expenses of such counsel shall be at the expense of

the indemnifying party (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel in addition to any local counsel). No indemnifying party shall, without the prior

written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought

hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of

such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding

effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such

settlement or judgment.

(d) If the indemnification provided for in this Section is unavailable to or insufficient to hold harmless an indemnified party under Sections 7(a) or 7(b) hereof in respect

of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or

liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by CareTrust and the Operating Partnership, on the one hand, and the Underwriters, the Forward Purchasers and the Forward

Sellers, on the other, from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by

such indemnified party in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of CareTrust and the Operating Partnership, on the one hand, and the Underwriters, the Forward Purchasers and the

Forward Sellers, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative

benefits received by CareTrust and the Operating Partnership, on the one hand, and the Underwriters, the Forward Purchasers and the Forward Sellers, on the other, shall be deemed to be in the same proportion as (w) the total net proceeds from the

offering (net of underwriting discounts and commissions but before deducting expenses) received by CareTrust (including the proceeds to be received by CareTrust pursuant to the Forward Sale Agreements, assuming Physical Settlement (as defined in

the Forward Sale Agreements) of the Forward Sale Agreement), bear to (x) in the case of the Underwriters, the difference between (i) the aggregate price to the public received by the Underwriters for the Shares and (ii) the aggregate price paid by

the Underwriters for the Shares, (y) in the case of the Forward Sellers, any other discounts, commissions or incentive payments received by the Forward Sellers from the Company or the Underwriters and (z) in the case of the Forward Purchasers, the

Spread (as defined in the Forward Sale Agreements) retained by the Forward Purchasers under the Forward Sale Agreements, net of any costs associated therewith, as reasonably determined by the Forward Purchasers, as set forth in the Forward Sale

Agreements. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied

by CareTrust or the Operating Partnership, on the one hand, or the Underwriters, the Forward Purchasers or the Forward Sellers, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent

such untrue statement or omission. CareTrust and the Operating Partnership, the Underwriters, the Forward Purchasers and the Forward Sellers agree that it would not be just and equitable if contributions pursuant to this Section 7(d) were

determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7(d). The amount paid or payable by an indemnified party as a result of

the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 7(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with

investigating or defending any such action or claim based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 7(d), (i) no Underwriter shall be required to

contribute any amount in excess of the amount by which (A) the difference between (x) the aggregate price to the public received by the Underwriters for the Shares and (y) the aggregate price paid by the Underwriters for the Shares, exceeds (B) the

amount of any damages that such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission, (ii) the Forward Sellers shall not be required to contribute an amount in

excess of any other discounts, commissions or incentive payments received by the Forward Sellers from the Company or the Underwriters and (iii) the Forward Purchasers shall not be required to contribute an amount in excess of the aggregate Spread

retained by the Forward Purchasers under the Forward Sale Agreements. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty

of such fraudulent misrepresentation. The Underwriters’, the Forward Purchasers’ and the Forward Sellers’ obligations in this Section 7(d) to contribute are several in proportion to their respective obligations and not joint.

8. Default of the Several Underwriters. If, on any Delivery Date, any one or more of the several Underwriters shall fail or refuse to purchase

Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the

Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of shares of Common Stock set forth opposite their respective names on Schedule I hereto bears to the aggregate

number of shares of Common Stock set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the

Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on any Delivery Date, any one or more of the Underwriters shall fail or refuse to purchase Shares and the aggregate number of

Shares with respect to which such default occurs exceeds 10% of the aggregate number of Shares to be purchased on such date, and arrangements satisfactory to the Representatives, the Forward Purchasers, and the Forward Sellers and CareTrust and the

Operating Partnership for the purchase of such Shares are not made within forty-eight hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Sections

5 and 7 hereof shall at all times be effective and shall survive such termination. In any such case, the Representatives, the Forward Purchasers, or the Forward Sellers, or CareTrust and the Operating Partnership, shall have the

right to postpone the Delivery Date but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.

9. Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by CareTrust,

the Operating Partnership, the Forward Purchasers and the Forward Sellers prior to delivery of and payment for the Firm Shares or the Optional Shares, respectively, if, prior to that time, any of the events described in Sections 6(j) or 6(k)

hereof shall have occurred or if the Underwriters shall decline to purchase such Shares for any reason permitted under this Agreement other than pursuant to Section 8. In such case, CareTrust shall have no liability hereunder except as

provided by Sections 5, 7 and 10 hereof.

10. Reimbursement of Underwriters’ Expenses. If (a) CareTrust shall fail to tender the Shares for delivery to the Underwriters for any reason under

this Agreement other than a breach by the Underwriters of their representations herein or obligations hereunder or (b) the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement other than pursuant to Section

8 (including the termination of this Agreement pursuant to Section 9 hereof, other than by reason of the occurrence of any event specified in Sections 6(k)(i), (iii), (iv) or (v) hereof, but excluding

the failure of any of the conditions herein to be satisfied as a result of a breach by the Underwriters of their representations herein), CareTrust and the Operating Partnership shall reimburse the Underwriters, the Forward Purchasers and the

Forward Sellers for the reasonable fees and expenses of their counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Shares, and upon

demand, CareTrust and the Operating Partnership shall pay the full amount thereof to the Underwriters, the Forward Purchasers and the Forward Sellers, as applicable.

11. Notices. All statements, requests, notices and agreements hereunder shall be in writing, and:

(a) if to the Underwriters or Forward Sellers, shall be delivered or sent by mail, telex or facsimile transmission to: Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention: Equity Syndicate Department, facsimile number [*]; and J.P. Morgan Securities LLC, 270 Park Avenue, 9th Floor, New York, New York 10017; Attention Equity Syndicate Desk; and with a copy (which shall not constitute notice) to Jones Day, 901 Lakeside Avenue, Cleveland, Ohio 44114, Attention: Michael J.

Solecki, Esq. (Facsimile: [*]; Telephone: [*]) and Andrew D. Iammarino, Esq. (Facsimile: [*]; Telephone: [*]); or if to the Forward Purchasers, shall be delivered or sent by mail, telex or facsimile transmission to: Wells Fargo Bank, National

Association, 500 West 33rd Street, New York, New York 10001, Attention: Special Equities Group and Corporate Equity Derivatives (Fax: [*]), Email: [*]; and JP Morgan

Chase Bank, National Association, 270 Park Avenue, 9th Floor, New York, New York 10017, Attention: EDG Marketing Support (Email: [*], with a copy to Sanjeet Dewal

(Email: [*])); and

(b) if to CareTrust or the Operating Partnership, shall be delivered or sent by mail or facsimile transmission to it at 24901 Dana Point Harbor Dr., Suite A200, Dana Point, California 92629,

Attention: Derek Bunker, Chief Financial Officer (Facsimile: [*]; Telephone: [*]); with a copy (which shall not constitute notice) to O’Melveny & Myers LLP, 610 Newport Center Drive, Suite 1700, Newport Beach, CA 92660, Attention: Shelly Heyduk

(Facsimile: [*]; Telephone: [*]).

Any notice of a change of address or facsimile transmission number must be given by CareTrust, the Underwriters, the Forward Purchasers or the Forward Sellers as the case maybe, in writing at least

three days in advance of such change.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Forward

Purchasers, the Forward Sellers, CareTrust, the Operating Partnership and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that (a) the representations,

warranties, indemnities and agreements of CareTrust and the Operating Partnership contained in this Agreement shall also be deemed to be for the benefit of the officers and employees of each Underwriter, Forward Purchaser and Forward Seller, its

affiliates, their respective officers, directors, employees and agents, and each person, if any, who controls such indemnified party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and (b) the

representations and warranties of the Underwriters in this Agreement and the indemnity agreement of the Underwriters contained in Section 7(b) hereof shall be deemed to be for the benefit of directors, officers and employees of CareTrust

and the Operating Partnership, and any person controlling CareTrust within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. Nothing contained in this Agreement is intended or shall be construed to give any person,

other than the persons referred to in this Section 12, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

13. Survival. The respective indemnities, representations, warranties and agreements of CareTrust and the Operating Partnership and the

Underwriters, Forward Purchasers and Forward Sellers contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Shares and shall remain in full force and

effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any of them or any person controlling any of them.

14. Absence of Fiduciary Relationship. Each of CareTrust and the Operating Partnership acknowledges and agrees that (i) the purchase and sale of

the Shares pursuant to this Agreement, including the determination of the terms of the offering and any related discounts and commissions, is an arm’s-length commercial transaction between CareTrust and the Operating Partnership, on the one hand,

and the several Underwriters, Forward Purchasers and Forward Sellers, on the other, (ii) in connection therewith and with the process leading to such transaction, each Underwriter, Forward Purchaser and Forward Seller is acting solely as a

principal and not the agent or fiduciary of CareTrust or the Operating Partnership, or their respective security holders, creditors, employees or any other party, (iii) no Underwriter, Forward Purchaser or Forward Seller has assumed, nor will it

assume, any advisory or fiduciary responsibility in favor of CareTrust or the Operating Partnership with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter, Forward Purchaser or

Forward Seller or its affiliates has advised or is currently advising CareTrust or the Operating Partnership on other matters) or any other obligation to CareTrust or Operating Partnership except the obligations expressly set forth in this

Agreement, (iv) the Underwriters, the Forward Purchasers, the Forward Sellers and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of CareTrust and the Operating Partnership

and (v) the Underwriters, the Forward Purchasers and the Forward Sellers have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated by this Agreement and CareTrust and the Operating Partnership

consulted its own legal, accounting, regulatory, tax and financial advisors to the extent it deemed appropriate. Each of CareTrust and the Operating Partnership agrees that it will not claim that the Underwriters, the Forward Purchasers, the

Forward Sellers or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to CareTrust or the Operating Partnership, in connection with such transaction or the process leading thereto.

15. Governing Law. THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each party hereto hereby irrevocably submits for purposes of any action arising from this Agreement brought by the other party hereto to the jurisdiction of the courts of New York

State located in the Borough of Manhattan and the U.S. District Court for the Southern District of New York.

16. Recognition of U.S. Special Resolution Regimes. i) In the event that any Underwriter, Forward Purchaser or Forward Seller that is a Covered

Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter, Forward Purchaser or Forward Seller of this Agreement, and any interest and obligation in or under this Agreement, will be effective

to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii) In the event that any Underwriter, Forward Purchaser or Forward Seller that is a Covered Entity or a BHC Act Affiliate of such Underwriter, Forward Purchaser or Forward Seller becomes

subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter, Forward Purchaser or Forward Seller are permitted to be exercised to no greater extent than such

Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 16, the term “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); the term

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12

C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); the term “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12

C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and the term “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and

Consumer Protection Act and the regulations promulgated thereunder.

17. Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed

counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via electronic mail (including any electronic signature covered by the U.S. federal

ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and

validly delivered and be valid and effective for all purposes.

18. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or

interpretation of, this Agreement.

19. Waiver of Jury Trial. Each of CareTrust, the Operating Partnership, the Underwriters, the Forward Purchasers and the Forward Sellers hereby

irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Agreement, the Forward Sale Agreements or the transactions contemplated hereby or thereby.

If the foregoing correctly sets forth the agreement between CareTrust and the Operating Partnership and the Underwriters, Forward Purchasers and Forward Sellers, please indicate your acceptance in

the space provided for that purpose below.

Very truly yours,

CARETRUST REIT, INC.

By:

/s/ Derek Bunker

Name:

Derek Bunker

Title:

Chief Financial Officer and Treasurer

CTR PARTNERSHIP, L.P.

By:

CareTrust GP, LLC, its general partner

By:

CareTrust REIT, Inc., its sole member

By:

/s/ Derek Bunker

Name:

Derek Bunker

Title:

Chief Financial Officer and Treasurer

[Signature Page to Underwriting Agreement]

Accepted and agreed by:

WELLS FARGO SECURITIES, LLC

Acting as Representative of the

Several Underwriters named

in attached Schedule I

By:

/s/ Rohit Mehta

Name: Rohit Mehta

Title: Managing Director

WELLS FARGO SECURITIES, LLC

Acting as Forward Seller

By:

/s/ Rohit Mehta

Name: Rohit Mehta

Title: Managing Director

WELLS FARGO BANK, NATIONAL ASSOCIATION

Acting as Forward Purchaser

By:

/s/ Christine Roemer

Name: Christine Roemer

Title: Managing Director

[Signature Page to Underwriting Agreement]

Accepted and agreed by:

J.P. MORGAN SECURITIES LLC

Acting as Representative of the

Several Underwriters named

in attached Schedule I

By:

/s/ Alaoui Zenere

Name: Alaoui Zenere

Title: Managing Director

J.P. MORGAN SECURITIES LLC

Acting as Forward Seller

By:

/s/ Alaoui Zenere

Name: Alaoui Zenere

Title: Managing Director

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

Acting as Forward Purchaser

By:

/s/ Haley Trethaway

Name: Haley Trethaway

Title: Managing Director

[Signature Page to Underwriting Agreement]

SCHEDULE I

Underwriter

Number of

Firm Shares to be

Purchased

Wells Fargo Securities, LLC

6,250,000

J.P. Morgan Securities LLC

6,250,000

Total

12,500,000

Forward Seller

Number of Borrowed Firm Shares

to be Sold

Maximum Number of Borrowed

Optional Shares to be Sold

Wells Fargo Securities, LLC

6,250,000

937,500

J.P. Morgan Securities LLC

6,250,000

937,500

SCHEDULE II

Materials other than the Time of Sale Prospectus that comprise the Disclosure Package:

Purchase Price: $40.225

Number of Firm Shares: 12,500,000

Number of Optional Shares: up to 1,875,000

SCHEDULE III

Issuer Free Writing Prospectuses not included in the Disclosure Package:

None.

Exhibit A

FORM OF LOCK-UP LETTER AGREEMENT

May ___, 2026

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

J.P. Morgan Securities LLC

270 Park Avenue, 9th Floor

New York, New York 10017

As Representatives of the several Underwriters

Ladies and Gentlemen:

The undersigned understands that you, as Representatives (collectively, the “Representatives”) of the several underwriters (collectively, the “Underwriters”), propose to enter into an

Underwriting Agreement (the “Underwriting Agreement”) with CareTrust REIT, Inc., a Maryland corporation (“CareTrust”), CTR Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), the forward purchasers named therein and

the forward sellers named therein, providing for a public offering (the “Offering”) of shares of the common stock of CareTrust, par value $0.01 per share (the “Common Stock”). The undersigned recognizes that the Offering will be of benefit to

the undersigned and will benefit CareTrust and the Operating Partnership. The undersigned acknowledges that CareTrust, the Operating Partnership, you and the other Underwriters will proceed with the Offering in reliance on this Lock-Up Letter

Agreement.

In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not (and will cause any spouse or immediate family member of the spouse or the undersigned living in the

undersigned’s household not to), without the prior written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including, without

limitation, any short sale), pledge, transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of any shares of

Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3

under the Exchange Act) by the undersigned (or such spouse or family member), or publicly announce an intention to do any of the foregoing, for a period commencing on the initial filing date of the preliminary prospectus supplement used to sell

the shares of Common Stock in the Offering filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Act”), and continuing through the close of trading on the date 30 days after the date of the final prospectus supplement used

to sell the shares of Common Stock in the Offering filed pursuant to Rule 424(b) under the Act (the “Lock-Up Period”). The foregoing sentence shall not apply to:

(a) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for shares of Common Stock (i) as a bona fide gift, including to charitable

organizations, or by will or intestacy, (ii) to the spouse, parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin

(each, “an immediate family member”) or to a trust, or other entity formed for estate planning purposes, formed for the benefit of the undersigned or of an immediate family member of the undersigned, (iii) if the undersigned is a corporation or

partnership or limited liability company or other business entity, to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the undersigned, (iv) if

the undersigned is a trust, to a trustor or beneficiary of the trust or (v) not involving a change in beneficial ownership; provided that in the case of any transfer or distribution pursuant to this clause (a), (A) each transferee, donee or

distributee shall sign and deliver a lock-up agreement substantially in the form of this Lock-Up Letter Agreement and (B) no filing under the Exchange Act, reporting a reduction of beneficial ownership of shares of Common Stock, shall be required

(other than a filing on Form 5 required and filed after the expiration of the Lock-Up Period or, in the case of (i), (ii), (iii) or (iv) above, a filing on Form 4 if required to be made during the Lock-Up Period as a result of any applicable

transfer) or shall be voluntarily made during the Lock-Up Period;

(b) distributions of shares of Common Stock or any security convertible into or exercisable or exchangeable for shares of Common Stock to limited partners or stockholders of the

undersigned; provided that in the case of any transfer or distribution pursuant to this clause (c), (A) each donee or distributee shall sign and deliver a lock-up agreement substantially in the form of this Lock-Up Letter Agreement and (B) no

filing under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period;

(c) the receipt by the undersigned from CareTrust of shares of Common Stock upon the vesting of stock units or stock awards issued pursuant to CareTrust’s equity incentive plans or the

transfer of shares of Common Stock or any securities convertible into shares of Common Stock to CareTrust upon a vesting event of CareTrust’s securities or upon the exercise of options or warrants to purchase CareTrust’s securities (including

settlement of restricted stock units), in each case on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise, provided that any related filing under the

Exchange Act required to be made during the Lock-Up Period shall indicate that such filing is being made in connection with a disposition to CareTrust to satisfy tax withholding requirements;

(d) the establishment of a written trading plan pursuant to Rule 10b5-1 under the Exchange Act during the Lock-Up Period for the transfer of shares of Common Stock, provided that (A)

such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period and (B) no public announcement or filing under the Exchange Act shall be made during the Lock-Up Period by or on behalf of the undersigned or

CareTrust regarding the establishment of such plan (other than a filing under the Exchange Act required and filed before the expiration of the Lock-Up Period);

(e) if the undersigned is an individual, the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for shares of Common Stock that occurs by

operation of law pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the undersigned shall use reasonable best efforts to cause the transferee to sign and deliver a lock-up agreement substantially in

the form of this Lock-Up Letter Agreement, and provided further, that any filing under the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer, states (unless prohibited by law) that such transfer has

occurred by operation of law and that such transfer is pursuant to a qualified domestic order or in connection with a divorce settlement, as applicable; and

(f) any transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for shares of Common Stock to a bona fide third party pursuant to a tender

offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a “change of control” (as defined below) of CareTrust following the Offering; provided that in the event that the tender offer, merger,

consolidation or other such transaction is not completed, the shares of Common Stock owned by the undersigned shall remain subject to the terms of this Lock-Up Letter Agreement. For purposes of this clause (f), “change of control” shall mean the

consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than CareTrust,

becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of total voting power of the voting stock of the CareTrust.

The undersigned agrees and consents to the entry of stop transfer instructions with CareTrust’s transfer agent and registrar against the transfer of shares of Common Stock or securities

convertible into or exchangeable or exercisable for shares of Common Stock held by the undersigned except in compliance with the foregoing restrictions.

If for any reason the Offering or the Underwriting Agreement (other than the provisions thereof that survive termination) is terminated prior to the First Delivery Date (as defined in the

Underwriting Agreement) pursuant to the provisions thereof, then the agreements set forth herein shall likewise be terminated and the undersigned shall be released from all obligations hereunder.

This Lock-Up Letter Agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned.

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned with

respect to the Offering of the Common Stock and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although

the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Offering, the Representatives and the other Underwriters are not making a recommendation to you to

enter into this Lock-Up Letter Agreement, and nothing set forth in such disclosures is intended to suggest that the Representatives or any Underwriter is making such a recommendation.

THIS LOCK-UP LETTER AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW

YORK. The undersigned hereby irrevocably submits for purposes of any action arising from this Agreement brought by the Underwriters to the jurisdiction of the courts of New York State located in the Borough of Manhattan and the U.S. District

Court for the Southern District of New York.

Very truly yours,

Name:

Title:

Exhibit B

Persons to Execute Lock-Up Letter Agreements:

1. James B. Callister

2. David M. Sedgwick

3. Derek Bunker

4. Diana M. Laing

5. Anne Olson

6. Spencer G. Plumb

7. Gregory K. Stapley

8. Careina D. Williams

EX-1.2 — EXHIBIT 1.2

EX-1.2

Filename: ef20074368_ex1-2.htm · Sequence: 3

Exhibit 1.2

To:

CareTrust REIT, Inc.

24901 Dana Point Harbor Dr., Suite A200

Dana Point, CA 92629

Attn: Derek Bunker

From:

Wells Fargo Bank, National Association

30 Hudson Yards

New York, NY 10001-2170

Email: [*]

Date:

May 18, 2026

Ladies and Gentlemen:

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction to be entered into between Wells Fargo

Bank, National Association (“Dealer”) and CareTrust REIT, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”).

This communication constitutes a “Confirmation” as referred to in the Agreement specified below. This Confirmation will be a confirmation for purposes of Rule 10b-10 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

1. This Confirmation is subject to, and incorporates, the 2002 ISDA Equity Derivatives Definitions (the “Equity

Definitions”) and the 2006 ISDA Definitions (the “Swap Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). For

purposes of the Equity Definitions, the Transaction will be deemed to be a Share Forward Transaction.

This Confirmation shall supplement, form a part of and be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master

Agreement (the “ISDA Form”), as published by ISDA, as if Dealer and Counterparty had executed the ISDA Form on the date hereof (but without any Schedule) except for (i) the election of New

York law (without regard to New York’s choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law) as the governing law and US Dollars (“USD”) as the

Termination Currency; (ii) the election that the “Cross Default” provisions of Section 5(a)(vi) of the Agreement shall apply to Counterparty and Dealer, with a “Threshold Amount” of USD 50,000,000 for Counterparty and a “Threshold Amount” equal to 3%

of shareholders’ equity of Dealer as of the date hereof for Dealer; provided that (a) the phrase “or becoming capable at such time of being declared” shall be deleted from clause (1) of

such Section 5(a)(vi) of the Agreement, (b) the following sentence shall be added to the end thereof: “Notwithstanding the foregoing, a default under subsection (2) hereof shall not constitute an Event of Default if (x) the default was caused solely

by error or omission of an administrative or operational nature; (y) funds were available to enable the party to make the payment when due; and (z) the payment is made within three Local Business Days of such party’s receipt of written notice of its

failure to pay.”; (c) the term “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary course of a party’s banking

business; and (iii) the elections set forth in Section 9 of this Confirmation. All provisions contained in the Agreement are incorporated into and shall govern this Confirmation except as expressly modified herein. This Confirmation and the Agreement

evidence a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction and replace any previous agreement between the parties with respect to the subject matter hereof and thereof.

The Transaction hereunder shall be the sole Transaction under the Agreement. If there exists any ISDA Master Agreement between Dealer or any of its Affiliates (each, a “Dealer Affiliate”) and Counterparty or any confirmation or other agreement between Dealer or a Dealer Affiliate and Counterparty pursuant to which an ISDA Master Agreement

is deemed to exist between Dealer or a Dealer Affiliate and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Dealer or a Dealer Affiliate and Counterparty are parties, the Transaction shall not be considered a Transaction under, or otherwise governed by, such existing or deemed ISDA Master

Agreement.

If, in relation to the Transaction, there is any inconsistency between the Agreement, this Confirmation, the Equity Definitions and the Swap Definitions, the following will prevail for purposes of

the Transaction in the order of precedence indicated: (i) this Confirmation; (ii) the Equity Definitions; (iii) the Swap Definitions; and (iv) the Agreement.

Any terms not otherwise defined herein, in the Agreement, in the Equity Definitions or in the Swap Definitions shall have the meaning ascribed to them in the Underwriting Agreement (as defined

below).

2. The terms of the Transaction to which this Confirmation relates are as follows:

General Terms:

Trade Date:

May 18, 2026

Effective Date:

May 20, 2026

Buyer:

Dealer.

Seller:

Counterparty.

Maturity Date:

May 20, 2027 (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day).

The shares of common stock, par value USD 0.01 per Share, of Counterparty (Ticker: “CTRE”).

Number of Shares:

The Initial Number of Shares; provided that on each Settlement Date, the Number of Shares shall be reduced by the number of Settlement Shares for such Settlement Date.

Initial Number of Shares:

Initially, 6,250,000 Shares.

Exchange:

New York Stock Exchange

Related Exchange:

All Exchanges.

Prepayment:

Not Applicable.

Variable Obligation:

Not Applicable.

Forward Price:

On the Effective Date, the Initial Forward Price, and on any day thereafter, the product of the Forward Price on the immediately preceding calendar day and

1 + the Daily Rate * (1/365);

provided that the Forward Price on each Forward Price Reduction Date shall be the Forward Price otherwise in effect on such date minus the Forward Price Reduction Amount per Share for such Forward Price Reduction Date.

Initial Forward Price:

USD 40.2250 per Share.

Daily Rate:

For any day, the Overnight Bank Funding Rate minus the Spread.

Overnight Bank Funding Rate:

For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate” as such rate is displayed on the page “OBFR01 <Index> <GO>” on the BLOOMBERG Professional Service, or

any successor page; provided that if no such rate appears for such day on such page, the rate for such day will be determined by the Calculation Agent based on its estimate of the

prevailing USD overnight bank funding rate for such day.

Spread:

0.75%

Forward Price Reduction Dates:

Each date (other than the Trade Date) listed as such in Schedule I.

Forward Price Reduction Amount per Share:

The Forward Price Reduction Amount per Share set forth opposite such date on Schedule I.

Market Disruption Event:

Section 6.3(a) of the Equity Definitions is hereby amended by replacing the first sentence in its entirety with the following: “‘Market Disruption Event’ means in respect of a Share or an

Index, the occurrence or existence of (i) a Trading Disruption, (ii) an Exchange Disruption, (iii) an Early Closure or (iv) a Regulatory Disruption, in each case that the Calculation Agent determines is material”.

Early Closure:

Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.

Regulatory Disruption:

Any event that Dealer, based on the advice of counsel, determines in good faith makes it reasonably necessary or appropriate with regard to any legal, regulatory or self-regulatory

requirements or related policies and procedures that generally apply to transactions of a nature and kind similar to the Transaction (whether or not such policies or procedures are imposed by law or have been voluntarily adopted by Dealer) for

Dealer to refrain from or decrease any market activity in connection with the Transaction.

Valuation:

Valuation Date:

For any Settlement (as defined below), (a)(i) if Physical Settlement is applicable, as designated in the relevant Settlement Notice (as defined below) or (ii) if Cash Settlement or Net Share Settlement is

applicable, the last Unwind Date during the Unwind Period for such Settlement or (b) designated by Dealer as a “Termination Settlement Date” in accordance with the terms hereof. Section 6.6 of the Equity Definitions shall not apply to any

Valuation Date.

Unwind Dates:

For any Cash Settlement or Net Share Settlement, each day on which Dealer (or its agent or affiliate) purchases Shares in the market in connection with such Settlement, starting on the First Unwind Date for

such Settlement.

Settlement Notice Cut-Off:

50 Scheduled Trading Days.

First Unwind Date:

For any Cash Settlement or Net Share Settlement, as designated in the relevant Settlement Notice; provided that Counterparty may not designate as such First Unwind Date

any date that occurs later than a number of Scheduled Trading Days equal to the Settlement Notice Cut-off prior to the Maturity Date.

Unwind Period:

For any Cash Settlement or Net Share Settlement, the period starting on the First Unwind Date for such Settlement and ending on the earlier of (i) the date on which Dealer completes the unwind of its Hedge

Position and (ii) the date occurring a number of Scheduled Trading Days equal to the Settlement Notice Cutoff immediately following the First Unwind Date. If any Trading Day during the Unwind Period is a Disrupted Day, the Calculation Agent

may make commercially reasonable adjustments to the terms of the Transaction (including, without limitation, the Cash Settlement Amount, the number of Net Share Settlement Shares and the Settlement Price) to account for the occurrence of such

Disrupted Day; provided that the Calculation Agent may only extend the Unwind Period by one additional Trading Day for each such Disrupted Day.

Settlement Terms:

Settlement:

Any Physical Settlement, Cash Settlement or Net Share Settlement of all or any portion of the Transaction.

Settlement Notice:

Subject to Sections 10 and 11 below, Counterparty may elect to effect a Settlement of all or any portion of the Transaction by designating one or more Scheduled Trading Days following the Effective Date and on

or prior to the Maturity Date to be Valuation Dates (or, with respect to Cash Settlements or Net Share Settlements, First Unwind Dates in a written notice to Dealer delivered no later than the third Scheduled Trading Day immediately preceding

the relevant Valuation Date (in the case of a Physical Settlement) or the First Unwind Date (in the case of a Net Share Settlement or Cash Settlement), which notice shall also specify (i) the number of Shares (the “Settlement Shares”) for such Settlement (not to exceed the number of Undesignated Shares as of the date of such

Settlement Notice) and (ii) the Settlement Method applicable to such Settlement; provided that (A) Counterparty may not designate a First Unwind Date for a Cash Settlement or a

Net Share Settlement if, as of the date of such Settlement Notice, any Shares have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the related Relevant Settlement Date has not occurred; and (B)

if the Number of Shares as of the Maturity Date is not zero, then the Maturity Date shall be a Valuation Date for a Physical Settlement and the number of Settlement Shares for such Settlement shall be the Number of Shares as of the Maturity

Date.

Undesignated Shares:

As of any date, the Number of Shares minus the number of Shares designated as Settlement Shares for Settlements for which the related Relevant

Settlement Date has not occurred.

Settlement Method Election:

Applicable; provided that, for the Transaction:

(i) Net Share Settlement shall be deemed to be included as an additional settlement method under Section 7.1 of the Equity Definitions;

(ii) Counterparty may elect Cash Settlement or Net Share Settlement only if Counterparty represents and warrants to Dealer in the Settlement Notice containing such election that, as of the date of such

Settlement Notice, (A) Counterparty is not aware of any material nonpublic information concerning itself or the Shares, (B) Counterparty is electing the settlement method and designating the First Unwind Date specified in such Settlement

Notice in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act (“Rule 10b-5”) or any other provision of the federal

securities laws, (C) Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)),

(D) Counterparty would be able to purchase a number of Shares equal to (x) the number of Settlement Shares designated in such Settlement Notice, in case of an election of Cash Settlement, or (y) a number of Shares with a value as of the date

of such Settlement Notice equal to the product of (I) such number of Settlement Shares and (II) the then-current Forward Price, in case of an election of Net Share Settlement, in compliance with the laws of Counterparty’s jurisdiction of

organization, (E) such election, and settlement in accordance therewith, does not and will not violate or conflict with any law or regulation applicable to Counterparty, or any order or judgment of any court or other agency of government

applicable to it or any of its assets, and any governmental consents that are required to have been obtained by Counterparty with respect to such election or settlement have been obtained and are in full force and effect and all conditions of

any such consents have been complied with; and (F) the representation contained in Section 32 hereof is correct as of the date of such Settlement Notice; and

(iii) Notwithstanding any election to the contrary in any Settlement Notice, Physical Settlement shall be applicable:

(A) to all of the Settlement Shares designated in such Settlement Notice if, on the date such Settlement Notice is received by Dealer,

(I) if such Settlement Notice elects Net Share Settlement, the trading price per Share on the Exchange (as determined by the Calculation Agent in a commercially reasonable manner) is below 50% of the Initial Forward Price (the “Threshold Price”) or (II) Dealer, as Hedging Party, determines, in its good faith judgment, that after using commercially reasonable efforts, it would be unable to purchase a number of Shares in the market

sufficient to unwind its commercially reasonable hedge position in respect of the portion of the Transaction represented by such Settlement Shares and satisfy its delivery obligation hereunder, if any, by the Maturity Date (taking into

account any additional share forward or other equity derivative transaction with Dealer (each, an “Additional Equity Derivative Transaction”) Counterparty has entered into) (x) in a manner that (A)

would, if Dealer were Counterparty or an affiliated purchaser of Counterparty, be subject to the safe harbor provided by Rule 10b-18(b) under the Exchange Act and (B) based on advice of counsel, would not raise material risks under applicable

securities laws or (y) in Dealer’s commercially reasonable judgment, due to the lack of sufficient liquidity in the Shares (each, a “Trading

Condition”); or

(B) to all or a portion (as determined by Dealer in good faith based on its commercially reasonable hedge position) of the

Settlement Shares designated in such Settlement Notice if, on any day during the relevant Unwind Period, (I) if such Settlement Notice elects Net Share Settlement, the trading price per Share on the Exchange (as determined by the Calculation

Agent in a commercially reasonable manner) is below the Threshold Price or (II) Dealer, as Hedging Party, determines, in its good faith reasonable judgment, that a Trading Condition has occurred, in which case the provisions set forth below

in Section 11 shall apply as if an Acceleration Event occurred on such day.

Electing Party:

Counterparty.

Default Settlement Method:

Physical Settlement.

Physical Settlement:

Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on the Settlement Date, Dealer shall pay to Counterparty an amount equal to the Forward Price on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty shall deliver to Dealer such Settlement Shares. If, on any Settlement Date, the Shares to be

delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but

excluding, the date such Shares are actually delivered to Dealer, then the portion of the Physical Settlement Amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price

Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.

Settlement Date:

The Valuation Date.

Net Share Settlement:

If Net Share Settlement applies, on the Net Share Settlement Date, if the Net Share Settlement Amount is greater than zero, Counterparty shall deliver a number of Shares equal to the Net Share Settlement Amount

(rounded down to the nearest integer) to Dealer, and if the Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares equal to the absolute value of the Net Share Settlement Amount (rounded down to the nearest

integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with the Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu

of any fractional Shares included in the Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the Settlement Price.

Net Share Settlement Date:

The date that is one Settlement Cycle following the Valuation Date.

Net Share Settlement Amount:

For any Net Share Settlement, an amount equal to the Forward Cash Settlement Amount divided by the Settlement Price.

Forward Cash Settlement Amount:

Notwithstanding Section 8.5(c) of the Equity Definitions, the Forward Cash Settlement Amount for any Cash Settlement or Net Share Settlement shall be equal to (1) (i) the number of Settlement Shares for such

Settlement multiplied by (ii) an amount equal to (A) the Settlement Price minus (B) the Relevant Forward Price; plus (2) the product of (i) the Forward Price Reduction Amount for any Forward Price Reduction Date that occurs during the applicable Unwind Period and (ii) the number of Settlement Shares for such

Valuation Date with respect to which Dealer has not unwound its hedge position, including the settlement of such unwinds, as of such Forward Price Reduction Date.

Relevant Forward Price:

For any Cash Settlement or Net Share Settlement, as determined by the Calculation Agent, the weighted average Forward Price per Share on each Unwind Date during the Unwind Period relating to such Settlement

(weighted based on the number of Shares purchased by Dealer or its agent or affiliate in connection with unwinding its reasonable hedge position on each such Unwind Date in connection with such Settlement and calculated assuming no reduction

to the Forward Price for any Forward Price Reduction Date that occurs during the Unwind Period).

Cash Settlement Payment Date:

The date that is one Settlement Cycle following the Valuation Date.

Settlement Price:

For any Cash Settlement or Net Share Settlement, as determined by the Calculation Agent, the weighted average price per Share of the purchases of Shares made by Dealer (or its agent or affiliate) on each Unwind

Date during the Unwind Period relating to such Settlement (weighted based on the number of Shares purchased by Dealer or its agent or affiliate at each such price per Share in connection with unwinding its hedge position in connection with

such Settlement; provided that such purchases shall be made in a commercially reasonable manner and the prices shall reflect prevailing market prices at the time of the applicable purchases) plus a commercially reasonable amount determined by the Calculation Agent that in no event will exceed USD 0.02 per Share.

The times and prices at which Dealer (or its agent or affiliate) purchases any Shares during any Unwind Period in connection with unwinding its commercially reasonable hedge position shall be determined by

Dealer in good faith and a commercially reasonable manner. Without limiting the generality of the foregoing, in the event that a Regulatory Disruption occurs on any Unwind Date, Dealer shall notify Counterparty in writing that a Regulatory

Disruption has occurred on such Scheduled Trading Day without specifying (and Dealer shall not otherwise communicate to Counterparty) the nature of such Regulatory Disruption, and, for the avoidance of doubt, such Scheduled Trading Day shall

not be an Unwind Date and such Regulatory Disruption shall be deemed to be a Market Disruption Event; provided that Dealer may exercise its right to suspend under this sentence only in good faith

consistent with similar situations and in a non-discriminatory manner.

Relevant Settlement Date:

For any Settlement, the Settlement Date, Cash Settlement Payment Date or Net Share Settlement Date, as the case may be.

Settlement Currency:

USD.

Other Applicable Provisions:

To the extent Dealer or Counterparty is obligated to deliver Shares hereunder, the provisions of Sections 9.2 (last sentence only), 9.8, 9.9, 9.10 and 9.11 of the Equity Definitions will be applicable as if

“Physical Settlement” applied to the Transaction; provided that, in such case, with respect to any delivery of Shares by Dealer the Representation and Agreement contained in

Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that

Counterparty is the issuer of the Shares. In addition, to the extent Counterparty is obligated to deliver Shares hereunder, the provisions of Section 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the

Transaction.

Share Adjustments:

Potential Adjustment Events:

An Extraordinary Dividend (as defined in Section 10) shall not constitute a Potential Adjustment Event.

Open market Share repurchases at prevailing market price and Share repurchases through a dealer pursuant to accelerated share repurchases, forward contracts or similar transactions (including, without

limitation, any discount to average VWAP prices) that are entered into at prevailing market prices and in accordance with customary market terms for transactions of such type to repurchase the Shares shall not constitute a Potential

Adjustment Event; provided that the entry into any such open market Share repurchases, accelerated share repurchase transaction, forward contract or similar transaction shall constitute a Potential

Adjustment Event to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all such transactions would exceed 10% of the number of Shares

outstanding as of the Trade Date, as determined by the Calculation Agent and as adjusted by the Calculation Agent in good faith and in a commercially reasonable manner to account for any subdivision or combination with respect to the Shares.

Method of Adjustment:

Calculation Agent Adjustment.

Extraordinary Events:

The consequences that would otherwise apply under Article 12 of the Equity Definitions to any applicable Extraordinary Event (excluding any Failure to Deliver, Increased Cost of Hedging, Increased Cost of Stock

Borrow or any Extraordinary Event that also constitutes a Bankruptcy Termination Event (as defined below), but including, for the avoidance of doubt, any other applicable Additional Disruption Event) shall not apply.

Merger Event:

Applicable; provided that Section 12.1(b) of the Equity Definitions is hereby amended by deleting the

remainder of such Section beginning with the words “in each case if the Merger Date is on or before” in the fourth to last line thereof.

Tender Offer:

Applicable; provided that Section 12.1(d) of the Equity Definitions is hereby amended by replacing the reference therein to “10%” with a reference to “25%”.

Delisting:

In addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed,

re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange

or quotation system, such exchange or quotation system shall be deemed to be the Exchange.

Additional Disruption Events:

Change in Law:

Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by replacing the phrase “the interpretation” in the

third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, and (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof ; and provided further, that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax

law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of

any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of

2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical

beginning after the word “regulation” in the second line thereof with the phrase “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by

existing statute)”.

Failure to Deliver:

Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable.

Hedging Disruption:

Applicable

Increased Cost of Hedging:

Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting

clause (C) of the second sentence thereof, (ii) replacing the words “terminate the Transaction” in the third sentence thereof with “designate a Termination Settlement Date in respect of the Transaction”, and (iii) inserting the following

language at the end of such Section: “provided, however, that any such increased tax, duty, expense or fee that occurs solely due to the deterioration of the creditworthiness of the Hedging Party

relative to comparable financial institutions shall not be an Increased Cost of Hedging.”.

Increased Cost of Stock Borrow:

Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof,

(ii) replacing the words “terminate the Transaction” in the third sentence thereof with “designate a Termination Settlement Date in respect of the Transaction”, and (iii) deleting the fifth sentence thereof.

Initial Stock Loan Rate:

25 basis points per annum.

Loss of Stock Borrow:

Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and

(ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof.

Maximum Stock Loan Rate:

200 basis points per annum.

Hedging Party:

For all applicable Additional Disruption Events, Dealer.

Determining Party:

For all applicable Extraordinary Events, Dealer.

Acknowledgements:

Non-Reliance:

Applicable.

Agreements and Acknowledgements

Regarding Hedging Activities:

Applicable.

Additional Acknowledgements:

Applicable.

Transfer:

Dealer may assign or transfer any of its rights or delegate any of its duties hereunder, in whole or in part, to any affiliate or branch of Dealer; provided that under

the applicable law effective on the date of such transfer or assignment, Counterparty will not be required, as a result of such transfer or assignment, to pay to the transferee an amount in respect of an Indemnifiable Tax greater than the

amount, if any, that Counterparty would have been required to pay Dealer in the absence of such transfer or assignment; and Counterparty will not receive a payment from which an amount has been withheld or deducted, on account of a Tax in

respect of which the other party is not required to pay an additional amount, unless Counterparty would not have been entitled to receive any additional amount in respect of such payment in the absence of such transfer or assignment; provided further that (A) the affiliate’s obligations hereunder are fully and unconditionally guaranteed by Dealer or Dealer’s parent or (B) the affiliate’s

long-term issuer rating is equal to or better than the credit rating of Dealer at the time of such assignment or transfer; and provided further that no Termination Event with respect to which Dealer is the Defaulting Party or an Affected Party, as the case may be, exists or would result therefrom, and no Acceleration Event or other event or circumstance giving

rise to a right or responsibility to terminate or cancel a Transaction or to make an adjustment to the terms of a Transaction would result therefrom.

Calculation Agent:

Dealer. Dealer shall promptly but in any event within five Exchange Business Days of a written request by Counterparty, provide a written explanation (which may be by e-mail) of any judgment, calculation,

adjustment or determination made by Dealer, as to the Transaction, in its capacity as Calculation Agent, including, where applicable, a description of the methodology and the basis for such judgment, calculation, adjustment or determination

in reasonable detail, it being agreed and understood that Dealer shall not be obligated to disclose any confidential or proprietary models or other information that Dealer believes to be confidential, proprietary or subject to contractual,

legal or regulatory obligations not to disclose such information, in each case, used by it for such judgment, calculation, adjustment or determination.

Counterparty Payment Instructions:

To be provided by Counterparty.

Dealer Payment Instructions:

[*]

Counterparty’s Contact Details

for Purpose of Giving Notice:

To be provided by Counterparty.

Dealer’s Contact Details

for Purpose of Giving Notice:

Notwithstanding anything to the contrary in the Agreement, all notices to Dealer in connection with the Transaction are effective only upon receipt of email message to

[*]

3. Conditions to Effectiveness.

The effectiveness of this Confirmation on the Effective Date shall be subject to (i) the condition that the representations and warranties of Counterparty contained in the Underwriting Agreement,

dated the date hereof, among Counterparty, CTR Partnership, L.P., a Delaware limited partnership, each of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as the Underwriters, the forward purchasers named therein and the forward sellers

named therein (the “Underwriting Agreement”), and any certificate delivered pursuant thereto by Counterparty are true and correct on the Effective Date as if made as of the Effective Date, (ii) the condition

that Counterparty has performed all of the obligations required to be performed by it under the Underwriting Agreement on or prior to the Effective Date, (iii) the condition that Counterparty has delivered to Dealer an opinion of counsel dated as of

the Trade Date with respect to matters set forth in Section 3(a) of the Agreement, (iv) the satisfaction of all of the conditions set forth in Section 6 of the Underwriting Agreement, (v) the condition that the Underwriting Agreement shall not have

been terminated pursuant to Section 9 thereof and (vi) the condition that neither of the following has occurred (A) Dealer (or its affiliate) is unable, after using commercially reasonable efforts, to borrow and deliver for sale a number of Shares

equal to the Initial Number of Shares in connection with establishing a commercially reasonable hedge position, or (B) in Dealer’s commercially reasonable judgment Dealer (or its affiliate) would incur a stock loan fee of more than a rate equal to

200 basis points per annum to do so (in which event this Confirmation shall be effective but the Initial Number of Shares for the Transaction shall be the number of Shares Dealer (or an affiliate thereof) is required to deliver in accordance with

Section 2 of the Underwriting Agreement).

4. [Reserved.]

5. Offices.

The Office of Counterparty for the Transaction is: Inapplicable, Counterparty is not a Multibranch Party

The Office of Dealer for the Transaction is: Charlotte.

6. Additional Mutual Representations and Warranties.

In addition to the representations and warranties in the Agreement, each party represents and warrants to the other party, as of the Trade Date and Settlement Date for the Transaction that it is an

“eligible contract participant”, as defined in the U.S. Commodity Exchange Act (as amended), and an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act of 1933 (as amended) (the “Securities Act”), and is entering into the Transaction hereunder as principal and not on behalf of any third party.

7. Additional Representations and Warranties of Counterparty.

In addition to the representations and warranties in the Agreement, the Underwriting Agreement and those contained elsewhere herein, Counterparty represents and warrants to Dealer, and agrees with

Dealer, as of the Trade Date, that:

(a) without limiting the generality of Section 13.1 of the Equity Definitions, it acknowledges that Dealer is not making any representations or warranties with respect to the treatment of the

Transaction, including without limitation ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, FASB

Statements 128, 133, as amended, 149 or 150, EITF 00-19, 01-6, 03-6 or 07-5, ASC Topic 480, Distinguishing Liabilities from Equity, ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (or any successor issue statements) or under the Financial Accounting Standards Board’s Liabilities & Equity Project;

(b) [Reserved];

(c) it shall not take any action to reduce or decrease the number of authorized and unissued Shares below the sum of (i) the Capped Number (as defined below)

across the Transaction hereunder plus (ii) the total number of Shares issuable upon settlement (whether by net share settlement or otherwise) of any other transaction or agreement to

which it is a party;

(d) it will not repurchase any Shares if, immediately following such repurchase, the Number of Shares Percentage (as defined below) would alone or in the aggregate be equal to or greater than 4.5% of

the number of then-outstanding Shares, and it will notify Dealer immediately upon the announcement or consummation of any repurchase of Shares in an amount that, taken together with the amount of all repurchases since the date of the last such notice

(or, if no such notice has been given, since the first Trade Date), exceeds 0.5% of the number of then-outstanding Shares; the “Number of Shares Percentage” as of any day is the fraction of (1) the numerator of

which is the aggregate of the Number of Shares for the Transaction and each “Number of Shares” or comparable amount under any Additional Equity Derivative Transaction and (2) the denominator of which is the number of Shares outstanding on such day;

(e) it is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or

otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares);

(f) (i) it is not aware of any material non-public information regarding itself or the Shares; (ii) it is entering into this Confirmation and will provide any Settlement Notice in good faith and not

as part of a plan or scheme to evade compliance with Rule 10b-5 or any other provision of the federal securities laws; (iii) it has not entered into or altered any hedging transaction relating to the Shares corresponding to or offsetting the

Transaction; (iv) it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”);

and (v) it agrees to act in good faith with respect to this Confirmation and the Agreement.

(g) it is in compliance with its reporting obligations under the Exchange Act, and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the

Exchange Act, taken together and as amended and supplemented to the date of this representation, do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the

statements therein, in the light of the circumstances under which they were made, not misleading;

(h) no federal, state or local (including, non-U.S. jurisdictions) law, rule, regulation or regulatory order applicable specifically to the Shares (and not generally to ownership of equity securities

by a financial institution that is not generally applicable to holders of the Shares) would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or

entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares in connection with the Transaction in accordance with the terms of the applicable Confirmation and the Agreement;

(i) it is not “insolvent” (as such term is defined under Section 101(32) of the Bankruptcy Code) nor will it be

rendered insolvent as a result of the Transaction;

(j) it is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;

(k) it: (i) is an “institutional account” as defined in FINRA Rule 4512(c), (ii) is capable of evaluating

investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, (iii) will exercise independent judgment in evaluating any recommendations of any broker-dealer or its

associated persons, unless it has otherwise notified the broker-dealer in writing; and (iv) has total assets of at least USD 50 million;

(l) it understands, agrees and acknowledges that no obligations of Dealer to it hereunder shall be entitled to the benefit of deposit insurance and that such obligations shall not be guaranteed by

any affiliate of Dealer or any governmental agency;

(m) ownership positions held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (i) do not constitute “ownership” by Dealer and (ii) shall not result in Dealer being

deemed or treated as the “owner” of such positions, in each case for purposes of the Charter;

(n) IT UNDERSTANDS THAT THE TRANSACTION IS SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND

IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS; and

(o) in connection with this Confirmation and the Transaction (the “Relevant Transaction”), Counterparty acknowledges that none of Dealer and/or its affiliates is advising Counterparty or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction (for the

avoidance of doubt, notwithstanding any advisory relationship that Dealer and/or its affiliates may have, or may have had in the past, with Counterparty and/or its affiliates). Counterparty shall consult with its own advisors concerning such matters

and shall be responsible for making its own independent investigation and appraisal of the Relevant Transaction, and none of Dealer and/or its affiliates shall have any responsibility or liability to Counterparty with respect thereto. Any review by

the Dealer and/or its affiliates of Counterparty, the Relevant Transaction or other matters relating to the Relevant Transaction will be performed solely for the benefit of Dealer and/or its affiliates, as the case may be, and shall not be on behalf

of Counterparty. Counterparty waives to the full extent permitted by applicable law any claims it may have against Dealer and/or its affiliates arising from an alleged breach of fiduciary duty in connection with the Relevant Transaction.

8. [Reserved.]

9. Additional Covenants of Counterparty.

(a) Counterparty acknowledges and agrees that any Shares delivered by Counterparty to Dealer on any Settlement Date or Net Share Settlement Date will be (i) newly issued, (ii) approved for listing or

quotation on the Exchange, subject to official notice of issuance, (iii) deposited in the Clearance System and will not bear a restrictive legend, and (iv) registered under the Exchange Act, and, when delivered by Dealer (or an affiliate of Dealer)

to securities lenders from whom Dealer (or an affiliate of Dealer) borrowed Shares in connection with hedging its exposure to the Transaction and, subject to the Private Placement Procedures set forth in Section 13 below, will be freely saleable

without further registration or other restrictions under the Securities Act in the hands of those securities lenders, irrespective of whether any such stock loan is effected by Dealer or an affiliate of Dealer. Subject to the Private Placement

Procedures set forth in Section 13, Counterparty agrees that any Shares so delivered will not bear a restrictive legend and will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System. In addition

(and without limitation of the representations and warranties of Counterparty made pursuant to Section 9.11 of the Equity Definitions), Counterparty represents and agrees that any such Shares have been duly authorized and shall be, upon delivery,

duly and validly authorized, issued and outstanding, fully paid and non-assessable, free of any lien, charge, claim or other encumbrance. Counterparty agrees and acknowledges that such approval for listing or quotation on the Exchange shall be a

condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement in respect of the relevant Transaction.

(b) Counterparty agrees that Counterparty shall not enter into or alter any hedging transaction relating to the Shares corresponding to or offsetting the Transaction. Without limiting the generality

of the provisions set forth under the caption “Settlement Terms” in Section 2 of this Confirmation, Counterparty acknowledges that it has no right to, and agrees

that it will not seek to, control or influence Dealer’s decision to make any “purchases or sales” (within the meaning of

Rule 10b5-1(c)(1)(i)(B)(3)) under or in connection with the Transaction, including, without limitation, Dealer’s decision to enter into any hedging transactions.

(c) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or

termination of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification,

waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director,

manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares.

(d) Counterparty shall promptly provide notice thereof to Dealer upon (i) the occurrence of any event that would constitute an Event of Default or a Termination Event in respect of which Counterparty

is a Defaulting Party or an Affected Party, as the case may be, and (ii) the making of any public announcement by Counterparty of any event that, if consummated, would constitute an Extraordinary Event or Potential Adjustment Event.

(e) Neither Counterparty nor any of its “affiliated purchasers” (as defined by Rule 10b-18 under the Exchange Act

(“Rule 10b-18”)) shall take any action that would cause any purchases of Shares by Dealer or any of its

Affiliates in connection with any Cash Settlement or Net Share Settlement not to meet the requirements of the safe harbor provided by Rule 10b-18 if such purchases were made by Counterparty. Without limiting the generality of the foregoing, during

any Unwind Period, except with the prior written consent of Dealer, Counterparty will not, and will cause its affiliated purchasers (as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative

instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or announce or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or

limited partnership or a depository share) or any security convertible into or exchangeable for the Shares.

(f) Counterparty will not take, or permit to be taken, any action to cause any “restricted period” (as such term

is defined in Regulation M promulgated under the Exchange Act (“Regulation M”)) to occur in respect of

Shares or any security with respect to which the Shares are a “reference security” (as such term is defined in Regulation M) during any Unwind Period.

(g) Counterparty shall: (i) prior to the opening of trading in the Shares on any day on which Counterparty makes, or expects to be made, any public announcement (as defined in Rule 165(f) under the

Securities Act) of any Merger Transaction, notify Dealer of such public announcement; (ii) promptly notify Dealer following any such announcement that such announcement has been made; (iii) promptly (but in any event prior to the next opening of the

regular trading session on the Exchange) provide Dealer with written notice specifying (A) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement

date for the Merger Transaction that were not effected through Dealer or its affiliates and (B) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding such

announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly notify Dealer of the earlier to occur of the completion of such

transaction and the completion of the vote by target shareholders. Counterparty acknowledges that under the terms of any Confirmation, any such notice may result in a Regulatory Disruption, a Trading Condition or an Acceleration Event or may affect

the length of any ongoing Unwind Period; accordingly, Counterparty acknowledges that its delivery of such notice shall comply with the standards set forth in Section 7(f) of this Confirmation. “Merger

Transaction” means any merger, acquisition or similar transaction involving a recapitalization with respect to the Counterparty and/or the Shares as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

(h) Subject to Section 21, Counterparty represents and warrants to, and agrees with, Dealer that Counterparty has not and will not, without the prior written consent of Dealer, enter into any

structured share purchase or sale transaction (including the purchase or sale of any option or combination of options relating to the Shares), or any other transaction similar to the Transaction described herein, where any valuation period (however

defined) in such other transaction will overlap with any Unwind Period under any Confirmation. In the event that the valuation period in any such other transaction overlaps with any Unwind Period under any Confirmation as a result of any

acceleration, postponement or extension of the Unwind Period, Counterparty shall promptly amend such transaction to avoid any such overlap.

10. Acceleration Events.

Each of the following events shall constitute an “Acceleration Event”:

(i) Stock Borrow Event. In the commercially reasonable judgment of Dealer (A) Dealer (or an

affiliate of Dealer) is not able to hedge in a commercially reasonable manner its exposure under the Transaction because insufficient Shares are made available for borrowing by securities lenders or (B) Dealer (or an affiliate of Dealer) would

incur a cost to borrow (or to maintain a borrow of) Shares to hedge in a commercially reasonable manner its exposure under this Transaction that is greater than a rate equal to 200 basis points per annum (each, a “Stock Borrow Event”);

(ii) Dividends and Other Distributions. On any day occurring on or following the Trade Date,

Counterparty declares a distribution, issue or dividend to existing holders of the Shares of (A) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the period from, and

including, any Forward Price Reduction Date to, but excluding, the next subsequent Forward Price Reduction Date exceeds, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I,

(B) any Extraordinary Dividend, (C) any share capital or other securities of another issuer acquired or owned (directly or indirectly) by Counterparty as a result of a spin-off or other similar transaction or (D) any other type of securities (other

than Shares), rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price, as determined in a commercially reasonable manner by Dealer; “Extraordinary Dividend” means any dividend or distribution (that is not an ordinary cash dividend) declared by the Issuer with respect to the Shares that, in the commercially

reasonable determination of Dealer, is (1) a dividend or distribution declared on the Shares at a time at which the Issuer has not previously declared or paid dividends or distributions on such Shares for the prior four quarterly periods, (2) a

payment or distribution by the Issuer to holders of Shares that the Issuer announces will be an “extraordinary” or “special” dividend or distribution, (3) a payment by the Issuer to holders of Shares out of the Issuer’s capital and surplus or (4)

any other “special” dividend or distribution on the Shares that is, by its terms or declared intent, outside the normal course of operations or normal dividend policies or practices of the Issuer;

(iii) ISDA Termination. Either Dealer or Counterparty has the right to designate an Early

Termination Date pursuant to Section 6 of the Agreement, in which case, except as otherwise specified herein and except as a result of an Event of Default under Section 5(a)(i) of the Agreement, the provisions of Section 7(g) below shall apply in

lieu of the consequences specified in Section 6 of the Agreement;

(iv) Other ISDA Events. (A) The public announcement by Counterparty or any Valid Third Party

Entity of any event that, if consummated, would result in a Merger Event or Tender Offer, or (B) the announcement of any event that, if consummated, would result in a Nationalization, Insolvency or Delisting or the occurrence of any Hedging

Disruption or Change in Law; provided that, in case of a Delisting, in addition to the provisions of Section 12.6(a)(iii) of the Equity

Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The

NASDAQ Global Market (or their respective successors); or

(v) Ownership Event. In the good faith judgment of Dealer, on any day, the Share Amount for

such day exceeds the Post-Effective Limit for such day (if any applies) (each, an “Ownership Event”). For purposes of this clause (v), the “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any

such person, a “Dealer Person”) under any law, rule, regulation or regulatory order (other than any obligations under Section 13 of the Exchange

Act and the rules and regulations promulgated thereunder) or Counterparty constituent document that for any reason is, or after the Trade Date becomes, applicable to ownership of Shares (“Applicable

Provisions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under the Applicable Provisions, as determined by

Dealer in its reasonable discretion. The “Post-Effective Limit” means (x) the minimum number of Shares that would give rise to reporting or

registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or would result in an adverse effect on a Dealer Person, under the Applicable Provisions, as determined by Dealer in

its reasonable discretion, minus (y) 1.0% of the number of Shares outstanding.

“Valid Third Party Entity” means, in respect of any transaction, any third party that has a bona fide intent to enter into or consummate such transaction (it being understood and

agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent may take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares).

11. Termination Settlement.

Upon the occurrence of any Acceleration Event, Dealer shall have the right to designate, upon at least one Scheduled Trading Day’s notice, any Scheduled Trading Day following such occurrence to be a

Settlement Date under the Transaction (a “Termination Settlement Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating to such Termination Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares necessary to reduce the Share

Amount to reasonably below the Post-Effective Limit and Dealer shall determine such number of Settlement Shares in good faith and in a commercially reasonable manner and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event,

the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Dealer pursuant to the preceding sentence,

Counterparty fails to deliver the Settlement Shares relating to such Termination Settlement Date when due or otherwise fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default with respect to

Counterparty and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during the Unwind Period relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement

Date relating to such Acceleration Event, notwithstanding any election to the contrary by Counterparty, Cash Settlement or Net Share Settlement shall apply to the portion of the Settlement Shares relating to the Unwind Period as to which Dealer has

unwound its hedge and Physical Settlement shall apply in respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares designated by Dealer in respect of such Termination Settlement Date. If an Acceleration Event

occurs after Counterparty has designated a Settlement Date to which Physical Settlement applies but before the relevant Settlement Shares have been delivered to Dealer, then Dealer shall have the right to cancel such Settlement Date and designate a

Termination Settlement Date in respect of such Shares pursuant to the first sentence hereof. Notwithstanding the foregoing, in the case of a Nationalization or Merger Event, if at the time of the related Termination Settlement Date the Shares have

changed into cash or any property or the right to receive cash or any other property, the Calculation Agent shall adjust the nature of the Shares as it determines appropriate to account for such change such that the nature of the Shares is consistent

with what shareholders receive in such event.

12. Termination on Bankruptcy.

The parties hereto agree that, notwithstanding anything to the contrary in the Agreement or the Equity Definitions, the Transaction constitutes a contract to issue a security of Counterparty as

contemplated by Section 365(c)(2) of the Bankruptcy Code and that the Transaction and the obligations and rights of Counterparty and Dealer (except for any liability as a result of breach of any of the representations or warranties provided by

Counterparty in Section 6 or Section 7 of this Confirmation) shall immediately terminate, without the necessity of any notice, payment (whether directly, by netting or otherwise) or other action by Counterparty or Dealer, if, on or prior to the

relevant final Settlement Date, Cash Settlement Payment Date or Net Share Settlement Date, an Insolvency Filing occurs or any other proceeding commences with respect to Counterparty under the Bankruptcy Code (a “Bankruptcy Termination Event”).

13. Private Placement Procedures.

If Counterparty is unable to comply with the provisions of Section 9(a) above because of a change in law or a change in the policy of the Securities and Exchange Commission or its staff, or Dealer

otherwise determines that, in its good faith, reasonable opinion based on the advice of counsel, any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer or its affiliates to securities lenders as described under such

sub-paragraph (ii) or otherwise constitute “restricted securities” as defined in Rule 144 under the Securities Act, then delivery of any such Shares (the “Restricted Shares”) shall be effected as provided

below, unless waived by Dealer.

(i) If Counterparty delivers the Restricted Shares pursuant to this clause (i) (a “Private Placement Settlement”), then delivery of Restricted Shares by Counterparty shall be effected in accordance with private placement procedures customary

for private placements of equity securities of substantially similar size with respect to such Restricted Shares reasonably acceptable to Dealer; provided that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the

Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by

Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default

with respect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations,

indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a

substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a

commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares.

Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to

this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.

(ii) If Counterparty delivers any Restricted Shares in respect of the Transaction,

Counterparty agrees that (A) such Shares may be transferred by and among Dealer and its affiliates and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed, Counterparty shall promptly

remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Dealer (or such affiliate of Dealer) to Counterparty or such transfer agent of any seller’s and

broker’s representation letters customarily delivered by Dealer or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any

certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer).

14. Additional Provisions.

(a) [Reserved.]

(b) [Reserved.]

(i) the Transaction to be a “securities contract” as defined in Section 741(7) of the

Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555 and 561 of the Bankruptcy Code;

(ii) the rights given to Dealer pursuant to Sections 10 and 11 of this Confirmation to constitute “contractual

rights” to cause the liquidation of a “securities contract” and to set off mutual debts and claims in connection with a “securities contract”, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy Code;

(iii) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to the Transaction to constitute “margin payments” and “transfers” under a “securities

contract” as defined in the Bankruptcy Code;

(iv) all payments for, under or in connection with the Transaction, all payments for Shares and the transfer of Shares to constitute “settlement

payments” and “transfers” under a “securities contract” as defined in the Bankruptcy Code; and

(v) any or all obligations that either party has with respect to any Confirmation or the Agreement to constitute property held by or due from such party to margin, guaranty or

settle obligations of the other party with respect to the transactions under the Agreement (including the Transaction) or any other agreement between such parties.

(d) Notwithstanding any other provision of the Agreement or any Confirmation, in no event will Counterparty be required to deliver in the aggregate in respect of all Settlement Dates, Net Share

Settlement Dates or other dates on which Shares are delivered in respect of any amount owed under the Transaction a number of Shares greater than two times the Initial Number of Shares (as adjusted for stock splits and similar events) (the “Capped Number”). The Capped Number shall be subject to adjustment only on account of (x) Potential

Adjustment Events of the type specified in (1) Sections 11.2(e)(i) through (vi) of the Equity Definitions or (2) Section 11.2(e)(vii) of the Equity Definitions so long as, in the case of this sub-clause (2), such event is within Counterparty’s control, (y) Merger Events requiring corporate action of Counterparty (or any surviving entity of the Counterparty hereunder in connection with any such Merger Event) and (z) Announcement Events that are not

outside Counterparty’s control. Counterparty represents and warrants to Dealer (which representation and warranty shall be deemed to be repeated on each day that the Transaction is outstanding) that the

Capped Number is equal to or less than the number of authorized but unissued Shares that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Capped

Number (such Shares, the “Available Shares”). In the event Counterparty shall not have delivered the

Number of Shares otherwise deliverable as a result of this Section 14(d) (the resulting deficit, the “Deficit Shares”), Counterparty shall be continually obligated to deliver Shares, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, when, and to the extent that, (A) Shares are repurchased,

acquired or otherwise received by Counterparty or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (B) authorized and unissued Shares reserved for issuance in respect of other

transactions prior to such date which prior to the relevant date become no longer so reserved and (C) Counterparty additionally authorizes any unissued Shares that are not reserved for other transactions (such events as set forth in clauses (A), (B)

and (C) above, collectively, the “Share Issuance Events”). Counterparty shall promptly notify Dealer of

the occurrence of any of the Share Issuance Events (including the number of Shares subject to clause (A), (B) or (C) and the corresponding number of Shares to be delivered) and, as promptly as reasonably practicable, shall deliver such Shares

thereafter. Counterparty shall not, until Counterparty’s Share delivery obligations under the Transaction have been satisfied in full, use any Shares that become available for potential delivery to Dealer as a result of any Share Issuance Event for

the settlement or satisfaction of any transaction or obligation other than the Transaction or reserve any such Shares for future issuance for any purpose other than to satisfy Counterparty’s obligations to Dealer under the Transaction.

(e) The parties intend for this Confirmation to constitute a “Contract” as described in the letter dated October

6, 2003 submitted on behalf of Goldman, Sachs &Co. to Paula Dubberly of the staff of the Securities and Exchange Commission (the “Staff”) to which the Staff responded in an interpretive letter (the “Interpretive Letter”) dated October 9, 2003. Counterparty agrees to take all actions, and to omit to take

any actions, reasonably requested by Dealer in good faith based on the advice of counsel for the Transaction to comply with the Interpretive Letter.

(f) The parties intend for the Transaction (taking into account purchases of Shares in connection with any Cash Settlement or Net Share Settlement) to comply with the requirements of Rule

10b5-1(c)(1)(i)(A) under the Exchange Act and for this Confirmation to constitute a binding contract or instruction satisfying the requirements of 10b5-1(c) and to be interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange

Act.

15. Indemnity.

Counterparty agrees to indemnify Dealer and its affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such affiliate or person being an “Indemnified Party”) from and against any and all losses (excluding, for the avoidance of doubt, financial losses resulting from the economic terms of the Transaction), claims, damages and liabilities, joint and

several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to any breach of any covenant or representation made by Counterparty in this Confirmation or the Agreement and will reimburse any

Indemnified Party for all reasonable expenses (including reasonable legal fees and reasonable expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or

proceeding arising therefrom (whether or not such Indemnified Party is a party thereto), except to the extent determined in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from Dealer’s gross negligence,

fraud, bad faith and/or willful misconduct or from a breach of any representation or covenant of Dealer contained in this Confirmation or the Agreement. Counterparty shall be relieved from liability under this Section 15 to the extent that the

Indemnified Party fails promptly to notify Counterparty of any action commenced against it in respect of which indemnity may be sought hereunder (it being understood that any such notice delivered within 30 calendar days of the commencement of any

such action shall be deemed to have been delivered promptly for such purpose). The foregoing provisions shall survive any termination or completion of the Transaction.

16. Beneficial Ownership.

Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Dealer be entitled to receive, or be deemed to receive, Shares to the extent that, upon such receipt

of such Shares, (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Dealer, any

other person that would have beneficial ownership of such Shares (any such person shall include without limitation of any of Dealer’s affiliates’ business units subject to aggregation with Dealer for

purposes of the “beneficial ownership” test under Section 13 of the Exchange Act) and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer with respect to “beneficial ownership” of any

Shares (collectively, “Dealer Group”) would be equal to or greater than 4.5% of the outstanding Shares

(an “Excess Section 13 Ownership Position”), (ii) violation would occur in respect of any restriction on

ownership and/or transfers set forth in Article VII of the Charter (such condition, “Excess Charter Ownership Position”) (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding

common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit Ownership Position”) or (iv) Dealer, Dealer Group or any person whose ownership position would be aggregated with that

of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under Sections

3-601 to 3-605 and 3-701 to 3-710 of the Maryland General Corporation Law or any state or federal bank holding company or banking laws, or any federal, state or local laws, regulations or regulatory orders or organizational documents or contracts of

Counterparty, in each case, applicable to ownership of Shares (“Applicable Restrictions”), would own,

beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to (x) the lesser of (A) the maximum number of Shares that would be permitted under

Applicable Restrictions and (B) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Restrictions and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences

under the constitutive documents of Counterparty or any contract or agreement to which Counterparty is a party, in each case minus (y) 1% of the number of Shares outstanding on the date

of determination (such condition described in clause (iii), an “Excess Regulatory Ownership Position”).

If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, (i) Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall

make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Dealer gives notice to Counterparty that such delivery would not result in (x) Dealer Group directly or indirectly so beneficially owning

in excess of 4.5% of the outstanding Shares and (y) the occurrence of an Excess Charter Ownership Position, an Exchange Limit Ownership Position or Excess Regulatory Ownership Position and (ii) if such delivery relates to a Physical Settlement,

notwithstanding anything to the contrary herein, Dealer shall not be obligated to satisfy the portion of its payment obligation corresponding to any Shares required to be so delivered until the date Counterparty makes such delivery. Upon request of

Dealer, Counterparty shall promptly confirm to Dealer the number of Shares then outstanding and Dealer shall then promptly advise Counterparty with respect to any limitations under this Section 16 applicable to any anticipated delivery of Shares

hereunder; provided, however, that neither a failure by Counterparty to notify Dealer of the number of Shares then outstanding nor a failure of Dealer to advise Counterparty with respect to any applicable

limitations shall be deemed a default hereunder and notwithstanding such failure the remainder of this Section 16 shall continue to apply. For the avoidance of doubt, any delivery of Shares made by Counterparty to Dealer that Dealer was not entitled

to receive under the terms of this Section 16 shall not be deemed to satisfy any of the delivery obligations of Counterparty hereunder and Dealer shall promptly return such Shares to Counterparty, pending which Dealer shall be deemed to hold any such

Shares solely as custodian for the benefit of Counterparty.

17. Non-Confidentiality.

The parties hereby agree that (i) effective from the date of commencement of discussions concerning the Transaction, Counterparty, Dealer and each of its respective employees, representatives, or

other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind, including opinions or other tax analyses relating to such tax treatment and tax

structure; provided that the foregoing does not constitute an authorization to disclose the identity of Counterparty, Dealer or its respective affiliates, agents or advisers, or, except to the extent relating

to such tax structure or tax treatment, any specific pricing terms or commercial or financial information, and (ii) Dealer and Counterparty do not assert any claim of proprietary ownership in respect of any description contained herein or therein

relating to the use of any entities, plans or arrangements to give rise to a particular United States federal income tax treatment for Counterparty or Dealer.

18. Set-Off.

Notwithstanding Section 6(f) of the Agreement, each party waives any and all rights it may have to set-off delivery or payment obligations it owes to the other party under the Transaction against any

delivery or payment obligations owed to it by the other party, whether arising under the Agreement, under any other agreement between parties hereto, by operation of law or otherwise.

19. Staggered Settlement.

Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one

time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date.

20. Right to Extend.

In connection with Cash Settlement or Net Share Settlement, Dealer may postpone any Settlement Date or any other date of valuation or delivery, with respect to some or all of the

relevant Settlement Shares, if Dealer determines, based on the advice of counsel, that such extension is reasonably necessary or appropriate to enable Dealer to effect purchases of Shares in connection with its hedging activity hereunder in a manner

that would, if Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal and regulatory requirements.

21. Other Forwards.

Dealer acknowledges that Counterparty has entered into a substantially similar forward transaction for its Shares on the Trade Date (the “Other Underwritten Forward”)

with JPMorgan Chase Bank, National Association (the “Other Underwritten Dealer”). Dealer further acknowledges that Counterparty has entered or may enter in the future into one or more forward transactions for

its Shares (the “ATM Forwards” and together with the Other Underwritten Forward, the “Other Forwards”) with one or more dealers (the “ATM

Dealers” and together with the Other Underwritten Dealer, the “Other Dealers”) pursuant to the Equity Distribution Agreement, dated as of February 17, 2026, among Counterparty and the other parties

thereto. Dealer and Counterparty agree that if Counterparty designates a “Relevant Settlement Date” (or equivalent concept) with respect to one or more Other Forwards for which “Cash Settlement” (or equivalent concept) or “Net Share Settlement” (or

equivalent concept) is applicable, and the resulting “Unwind Period” (or equivalent concept) for any Other Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”),

Counterparty shall notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Scheduled Trading Day and length of such Overlap Unwind Period, and Dealer shall only be permitted to purchase

Shares to unwind its hedge in respect of the Transaction only on alternating Scheduled Trading Days during such Overlap Unwind Period, commencing on the first, second, third or later Scheduled Trading Day of such Overlap Unwind Period, as notified to

Dealer by Counterparty at least one Scheduled Trading Day prior to such Overlap Unwind Period (which alternating Scheduled Trading Days, for the avoidance of doubt, shall be every other Scheduled Trading Day if there is only one Other Dealer in such

Overlap Unwind Period, every third Scheduled Trading Day if there are two Other Dealers, etc.).

22. Waiver of Jury Trial.

EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR

PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT, ANY CONFIRMATION, ANY TRANSACTION HEREUNDER AND/OR ALL MATTERS ARISING IN CONNECTION WITH THE AGREEMENT, ANY CONFIRMATION AND/OR ANY TRANSACTION HEREUNDER. EACH PARTY (I) CERTIFIES THAT NO

REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND

THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED HEREIN.

23. [Reserved.]

24. Counterparts.

This Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Confirmation by signing and

delivering one or more counterparts. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic

Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com (any such signature, an “Electronic Signature”)) or other transmission method and any counterpart so

delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The words “execution,” “signed,” “signature,” and words of like import in this Confirmation or in any other certificate, agreement or

document related to this Confirmation shall include any Electronic Signature, except to the extent electronic notices are expressly prohibited under this Confirmation or the Agreement.

25. Governing Law/Jurisdiction.

This Confirmation, the Transaction and any claim, controversy or dispute arising under or related to this Confirmation or the Transaction shall be governed by the laws of the State of New York without

reference to the conflict of laws provisions thereof. Each party hereby submits for itself and its property in any suit, legal action or proceeding relating to this Confirmation and/or the Transaction, or for recognition and enforcement of any

judgment, to the exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof, hereto and

waives any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts.

26. [Designation by Dealer.

Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer

may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be

discharged of its obligations to Counterparty only to the extent of any such performance.]1

27. [Reserved.]

28. [Reserved.]

29. Bankruptcy Status.

Subject to Paragraph 9 above, Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer rights with respect to the transactions contemplated hereby that are senior to the

claims of Counterparty’s common stockholders in any U.S. bankruptcy proceedings of Counterparty; provided, however, that nothing herein shall be deemed to limit

Dealer’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to this Confirmation and the Agreement; and provided, further, that nothing herein shall limit or shall be deemed to limit Dealer’s rights in respect of any transaction other than this Transaction.

30. No Collateral or Setoff.

Notwithstanding any provision of the Agreement or any other agreement between the parties to the contrary, the obligations of Counterparty hereunder are not secured by any collateral. Obligations in

respect of this Transaction shall not be set off against any other obligations of the parties, whether arising under the Agreement, under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of

the parties shall be set off against obligations in respect of this Transaction, whether arising under the Agreement, under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right

of setoff.

31. Taxes.

(a) For the purpose of Section 3(f) of the Agreement, Dealer makes the following representations:

(i) It is a national banking association organized or formed under the laws of the United States and is a United States resident for United States federal income tax purposes.

(b) For the purpose of Section 3(f) of the Agreement, Counterparty makes the following representations:

1 To be included only for Dealers that require this provision.

(i) It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes.

(ii) It is a real estate investment trust for U.S. federal income tax purposes, it is organized under the laws of the State of Maryland, and it is an exempt recipient under section

1.6049-4(c)(1)(ii)(J) of the United States Treasury Regulations.

(c) For purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, (A) Counterparty shall provide to the Dealer a valid U.S. Internal Revenue Service Form W-9, or any successor thereto, or

applicable U.S. Internal Revenue Service Form W-8, or any successor thereto, as the case may be and (B) Dealer shall provide to Counterparty an Internal Revenue Service Form W-8ECI “Certificate of Foreign Person’s Claim That Income Is Effectively

Connected With the Conduct of a Trade or Business in the United States” (i) on or before the date of execution of this Confirmation, (ii) promptly upon learning that any such tax form previously provided by it has become obsolete or incorrect and

(iii) promptly upon reasonable request of the other party. Additionally, each party shall, promptly upon request by the other party, provide such other tax forms and documents that may be required or reasonably requested by the other party.

(d) “Tax” and “Indemnifiable Tax” as defined in Section 14 of the Agreement shall not include any withholding tax

imposed or collected pursuant to Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (the “Code”),

any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement

entered into in connection with the implementation of such Sections of the Code (a “FATCA Withholding Tax”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or

withholding of which is required by applicable law for the purposes of Section 2(d) of the Agreement.

(e) To the extent that either party to the Agreement with respect to the Transaction is not an adhering party to the ISDA 2015 Section 871(m) Protocol published by the ISDA on November 2, 2015 and

available at www.isda.org, as may be amended, supplemented, replaced or superseded from time to time (the “871(m) Protocol”),

the parties agree that the provisions and amendments contained in the Attachment to the 871(m) Protocol are incorporated into and apply to the Agreement with respect to the Transaction as if set forth in full herein. The parties further agree that,

solely for purposes of applying such provisions and amendments to the Agreement with respect to the Transaction, references to “each Covered Master Agreement” in the

871(m) Protocol will be deemed to be references to the Agreement with respect to the Transaction, and references to the “Implementation Date” in the 871(m) Protocol

will be deemed to be references to the Trade Date of the Transaction. For greater certainty, if there is any inconsistency between this provision and the provisions contained in any other agreement between the parties with respect to the Transaction,

this provision shall prevail unless such other agreement expressly overrides the provisions of the Attachment to the 871(m) Protocol.

32. Financial Assistance.

Counterparty represents and warrants that it and any of its subsidiaries has not applied, and shall not, until after the first date on which no portion of the Transaction remains outstanding following any final

settlement, cancellation or early termination of the Transaction hereunder, apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief and Economic Security Act (the “CARES

Act”)) or other investment, or to receive any financial assistance or relief under any program or facility (collectively “Financial Assistance”) that (a) is established under applicable law (whether in

existence as of any Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) (i) requires under applicable law (or any regulation, guidance, interpretation or

other pronouncement of a governmental authority with jurisdiction for such program or facility) as a condition of such Financial Assistance, that the Counterparty comply with any requirement not to, or otherwise agree, attest, certify or warrant that

it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Counterparty, and that Counterparty has not, as of the date specified in the condition, made a capital distribution or will make a

capital distribution, or (ii) where the terms of the Transaction would cause Counterparty to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance (collectively “Restricted

Financial Assistance”); provided, that Counterparty or any of its subsidiaries may apply for Restricted Financial Assistance if Counterparty either (a) determines based on the advice of outside counsel of national standing that the terms of

the Transaction hereunder would not cause Counterparty or any of its subsidiaries to fail to satisfy any condition for application for or receipt or retention of such Financial Assistance based on the terms of the program or facility as of the date

of such advice or (b) delivers to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program or facility that the Transaction is permitted under such program or facility (either by specific reference to the

Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects).

33. Wall Street Transparency and Accountability Act of 2010.

The parties hereby agree that none of (i) Section 739 of the WSTAA, (ii) any similar legal certainty provision included in any legislation enacted, or rule or regulation promulgated, on or after the

Trade Date, (iii) the enactment of the WSTAA or any regulation under the WSTAA, (iv) any requirement under the WSTAA or (v) any amendment made by the WSTAA shall limit or otherwise impair either party’s right to terminate, renegotiate, modify, amend

or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased cost, regulatory change or similar event under this Confirmation, the Equity Definitions or the Agreement

(including, but not limited to, any right arising from any Acceleration Event).

34. U.S. Stay Regulations.

The parties agree that (i) to the extent that prior to the date hereof all parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “Protocol”), the terms of the

Protocol are incorporated into and form a part of the Agreement and this Master Confirmation, and for such purposes the Agreement and this Master Confirmation shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the

same status as Regulated Entity and/or Adhering Party as applicable to it under the Protocol; (ii) to the extent that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the qualified financial

contracts between them to conform with the requirements of the QFC Stay Rules (the “Bilateral Agreement”), the terms of the Bilateral Agreement are incorporated into and form a part of the Agreement and this

Master Confirmation and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar term) as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply, the

terms of Section 1 and Section 2 and the related defined terms (together, the “Bilateral Terms”) of the form of bilateral template entitled “Full-Length Omnibus (for use between U.S. G-SIBs and Corporate

Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of which is available upon request), the effect of which is to amend the qualified financial

contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of the Agreement and this Master Confirmation, and for such purposes the Agreement and this Master Confirmation

shall be deemed a “Covered Agreement,” Dealer shall be deemed a “Covered Entity” and Counterparty shall be deemed a “Counterparty Entity.” In the event that, after the date of the Agreement and this Master Confirmation, all parties hereto become

adhering parties to the Protocol, the terms of the Protocol will replace the terms of this section. In the event of any inconsistencies between the Agreement and this Master Confirmation and the terms of the Protocol, the Bilateral Agreement or the

Bilateral Terms (each, the “QFC Stay Terms”), as applicable, the QFC Stay Terms will govern. Terms used in this section without definition shall have the meanings assigned to them under the QFC Stay Rules. For

purposes of this section, references to “the Agreement and this Master Confirmation” include any related credit enhancements entered into between the parties or provided by one to the other.

“QFC Stay Rules” means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions,

require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the override

of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to [*].

Yours faithfully,

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:

/s/ Christine Roemer

Name:

Christine Roemer

Title:

Managing Director

Confirmed as of the date first above written:

CARETRUST REIT, INC.

By:

/s/ Derek Bunker

Name: Derek Bunker

Title: Chief Financial Officer and Treasurer

[Signature Page to Forward Confirmation]

ANNEX A

Schedule I

FORWARD PRICE REDUCTION DATES AND AMOUNTS

Forward Price Reduction Date

Forward Price Reduction Amount

Trade Date

USD 0.0000

June 30, 2026

USD 0.3900

September 30, 2026

USD 0.3900

December 31, 2026

USD 0.3900

March 31, 2027

USD 0.3900

Maturity Date

USD 0.0000

Exhibit A-1

EX-1.3 — EXHIBIT 1.3

EX-1.3

Filename: ef20074368_ex1-3.htm · Sequence: 4

Exhibit 1.3

To:

CareTrust REIT, Inc.

24901 Dana Point Harbor Dr., Suite A200

Dana Point, CA 92629

Attn: Derek Bunker

From:

JPMorgan Chase Bank, National Association

New York Branch

270 Park Avenue

New York, New York 10017

Date:

May 18, 2026

Ladies and Gentlemen:

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction to be entered into between JPMorgan Chase