OMEGA HEALTHCARE INVESTORS INC
EXHIBIT 10.2
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<DESCRIPTION>EXHIBIT 10.2
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<P ALIGN="RIGHT"><FONT SIZE=2>February&nbsp;5,
2004 </FONT></P>


<P><FONT SIZE=2>Cohen&nbsp;&amp;
Steers Capital Advisors, LLC<BR>
757 Third Avenue<BR>
New York, New York 10017 </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Re:&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Placement of Securities of Omega Healthcare Investors,&nbsp;Inc.  </I></FONT></P>

</UL>

<P><FONT SIZE=2>Dear Sirs: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
letter (the "</FONT><FONT SIZE=2><I>Agreement</I></FONT><FONT SIZE=2>") confirms our agreement to retain Cohen&nbsp;&amp; Steers Capital Advisors, LLC (the
"</FONT><FONT SIZE=2><I>Placement Agent</I></FONT><FONT SIZE=2>") as our exclusive agent for a period commencing on the date of this letter and terminating on February&nbsp;20, 2004, unless
extended by the parties, to introduce Omega Healthcare Investors,&nbsp;Inc., a Maryland corporation (the "</FONT><FONT SIZE=2><I>Company</I></FONT><FONT SIZE=2>"), to certain investors as
prospective purchasers (the "</FONT><FONT SIZE=2><I>Offer</I></FONT><FONT SIZE=2>") of up to 4,800,000 shares of the Company's 8.375% Series&nbsp;D Cumulative Redeemable Preferred Shares, par value
$1.00 per share (the "</FONT><FONT SIZE=2><I>Securities</I></FONT><FONT SIZE=2>") (assuming the maximum number of Securities is issued and sold). The engagement described herein (i)&nbsp;may be
terminated by the Company at any time prior to the Closing (as defined below) and (ii)&nbsp;shall be in accordance with applicable laws and pursuant to the following procedures and terms and
conditions: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company will: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;Cause
the Company's independent public accountants to address to the Company and the Placement Agent and deliver to the Company, the Placement Agent and the Purchasers
(as such term is defined in the Purchase Agreements dated the date hereof between the Company and the purchasers party thereto (the "</FONT><FONT SIZE=2><I>Purchase
Agreements</I></FONT><FONT SIZE=2>")) (i)&nbsp;a letter or letters (which letters are frequently referred to as "comfort letters") dated the date hereof, and (ii)&nbsp;if so requested by the
Placement Agent, a "bring-down" letter delivered the date on which the sale of Securities is consummated pursuant to the Purchase Agreements (such date, the
"</FONT><FONT SIZE=2><I>Closing Date</I></FONT><FONT SIZE=2>" and the time of such consummation on any such Closing Date, a "</FONT><FONT SIZE=2><I>Closing</I></FONT><FONT SIZE=2>"), which, with
respect to the letter referred to in clause&nbsp;(i) above, will be substantially in the form attached hereto as </FONT><FONT SIZE=2><I>Annex&nbsp;I</I></FONT><FONT SIZE=2>, and with respect to
the letter or letters referred to in clause&nbsp;(ii) above, will be in form and substance reasonably satisfactory to the Placement Agent. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;On
the Closing Date, cause special counsel to the Company to deliver opinions to the Placement Agent and the Purchasers substantially in the form of </FONT> <FONT SIZE=2><I>Annex&nbsp;II</I></FONT><FONT SIZE=2> hereto, and cause the special counsel to
the Company to deliver opinions to the Placement Agent and the Purchasers substantially in the
form of </FONT><FONT SIZE=2><I>Annex&nbsp;III</I></FONT><FONT SIZE=2> hereto. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;As
soon as practicable after the Closing, subject to the Purchasers' ownership satisfying the distribution requirements for listing, apply for listing the Securities for
trading on the New York Stock Exchange,&nbsp;Inc. ("</FONT><FONT SIZE=2><I>NYSE</I></FONT><FONT SIZE=2>") and will use its reasonable best efforts to obtain approval from the NYSE with respect to
such listing as soon as reasonably practicable within 30&nbsp;days after the Closing Date and, if such approval is not obtained within 30&nbsp;days, to continue to use its reasonable best efforts
to obtain such approval as soon as practicable thereafter. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;Prior
to the Closing, the Company shall not sell or approve the solicitation of offers for the purchase of additional Securities in excess of the amount which shall be
authorized by the Company or in excess of the aggregate offering price of the Securities registered pursuant to the Registration Statement (as defined below). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;Use
the proceeds of the offering contemplated hereby as set forth under the caption "Use of Proceeds" in the Prospectus Supplement (as defined below). </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company authorizes the Placement Agent to use the Prospectus (as defined below) in connection with the Offer for such period of time as any such materials are
required by law to be delivered in connection therewith and the Placement Agent agrees to do so. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;The
Placement Agent will use commercially reasonable efforts on behalf of the Company in connection with the Placement Agent's services hereunder. No offers or sales of
Securities shall </FONT></P>

</UL>
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<P><FONT SIZE=2>be
made to any person without the prior approval of such person by the Company, such approval to be at the reasonable discretion of the Company. The Placement Agent's aggregate fee for its services
hereunder will be an amount equal to the sum of (i)&nbsp;2.5% of the gross proceeds received by the Company from non-affiliates of the Placement Agent as a result of the Offer and
(ii)&nbsp;1.0% of the gross proceeds received by the Company from affiliates of the Placement Agent. Such fee shall be payable by the Company at and subject to the consummation of the Closing. The
Company, upon consultation with the Placement Agent, may establish in the Company's discretion a minimum aggregate amount of Securities to be sold in the offering contemplated hereby, which minimum
aggregate amount shall be reflected in the Prospectus. The Placement Agent will not enter into any agreement or arrangement with any broker, dealer or other person in connection with the placement of
Securities (individually, a "</FONT><FONT SIZE=2><I>Participating Person</I></FONT><FONT SIZE=2>" and collectively, "</FONT><FONT SIZE=2><I>Participating Persons</I></FONT><FONT SIZE=2>") which will
obligate the Company to pay additional fees or expenses to or on behalf of a Participating Person without the prior written consent of the Company, it being understood that Jeffries&nbsp;&amp;
Company,&nbsp;Inc. will be acting as settlement agent ("</FONT><FONT SIZE=2><I>Settlement Agent</I></FONT><FONT SIZE=2>") in connection with the Offer. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;The
Company agrees that it will pay its own costs and expenses incident to the performance of the obligations hereunder whether or not any Securities are offered or sold
pursuant to the Offer, including, without limitation, (i)&nbsp;the filing fees and expenses, if any, incurred with respect to any filing with the NYSE, (ii)&nbsp;all costs and expenses incident to
the preparation, issuance, execution and delivery of the Securities, (iii)&nbsp;all costs and expenses (including filing fees) incident to the preparation, printing and filing under the Securities
Act of 1933, as amended (the "</FONT><FONT SIZE=2><I>Act</I></FONT><FONT SIZE=2>"), of the Registration Statement and the Prospectus, including, without limitation, in each case, all exhibits,
amendments and supplements thereto, (iv)&nbsp;all costs and expenses incurred in connection with the required registration or qualification of the Securities issuable under the laws of such
jurisdictions as the Placement Agent may reasonably designate, if any, (v)&nbsp;all costs and expenses incurred by the Company in connection with the printing (including word processing and
duplication costs) and delivery of the Prospectus and Registration Statement (including, without limitation, any preliminary and supplemental blue sky memoranda) including, without limitation, mailing
and shipping, (vi)&nbsp;all fees and expenses incurred in marketing the Offer and (vii)&nbsp;the fees and disbursements of Powell, Goldstein, Frazer&nbsp;&amp; Murphy, LLP, counsel to the Company,
and any other counsel to the Company, and Ernst&nbsp;&amp; Young, LLP, auditors to the Company. In addition, the Company agrees to reimburse the Placement Agent for all
out-of-pocket expenses of the Placement Agent in connection with the Offer (other than the fees of Jeffries&nbsp;&amp; Company,&nbsp;Inc.), including, without limitation, the
reasonable legal fees, expenses and disbursements of the Placement Agent's counsel in connection with the Offer. The Placement Agent shall, at the Closing or as soon as reasonably practicable
thereafter, reimburse the Company $200,000 incurred in connection with the Offer. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;The
Company will indemnify and hold harmless the Placement Agent and each of its respective partners, directors, officers, associates, affiliates, subsidiaries,
employees, consultants, attorneys and agents, and each person, if any, controlling the Placement Agent or any of its affiliates within the meaning of either Section&nbsp;15 of the Act or
Section&nbsp;20 of the Securities Exchange Act of 1934, as amended (the "</FONT><FONT SIZE=2><I>Exchange Act</I></FONT><FONT SIZE=2>"), from and against any and all losses, claims, damages,
liabilities or costs (and any reasonable legal or other expenses incurred by such Placement Agent in investigating or defending the same or in giving testimony or furnishing documents in response to a
request of any government agency or to a subpoena) in any way relating to, arising out of or caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement or in the Prospectus or in any way relating to, arising out of or caused by any omission or alleged omission to state therein 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. Such indemnity agreement shall not, </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>however,
apply to any such loss, claim, damage, liability, cost or expense (i)&nbsp;if such statement or omission was made in reliance upon or in conformity with information furnished in writing to
the Company by the Placement Agent or its affiliates or any of the Purchasers, Investment Advisors or Broker-Dealers (as defined in the Purchase Agreements) or their respective affiliates expressly
for use in the Prospectus Supplement, or (ii)&nbsp;which is held in a final judgment of a court of competent jurisdiction (not subject to further appeal) to have arisen out of the gross negligence
or willful misconduct of the Placement Agent or any indemnitee described in this paragraph&nbsp;4(a). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;The
Placement Agent will indemnify and hold harmless the Company and each of its directors, officers, associates, affiliates, subsidiaries, employees, consultants,
attorneys, agents, and each person controlling the Company or any of its affiliates within the meaning of either Section&nbsp;15 of the Act or Section&nbsp;20 of the Exchange Act from and against
any and all losses, claims, damages, liabilities, costs or expenses (and any reasonable legal or other expenses incurred by such indemnitee in investigating or defending the same or in giving
testimony or furnishing documents in response to a request of any government agency or to a subpoena) (i)&nbsp;which are held in a final judgment of a court of competent jurisdiction (not subject to
further appeal) to have arisen out of the gross negligence or willful misconduct of such Placement Agent or any of its respective partners, directors, officers, associates, affiliates, subsidiaries,
employees, consultants, attorneys and agents, and each person, if any, controlling the Placement Agent or any of its affiliates within the meaning of Section&nbsp;15 of the Act or Section&nbsp;20
of the Exchange Act or (ii)&nbsp;relating to, arising out of or caused by any untrue statement or alleged untrue statement of a material fact contained in the Prospectus Supplement or in any way
relating to, arising out of or caused by any omission or alleged omission to state therein 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, if such statement or omission was made in reliance upon or in conformity with information furnished in writing to the Company by the
Placement Agent or its affiliates or any of the Purchasers, Investment Advisors or Broker-Dealers or their respective affiliates expressly for use in the Prospectus Supplement, or (iii)&nbsp;which
result from violations by the Placement Agent of law or of requirements, rules or regulations of federal or state securities regulators, self-regulatory associations or organizations in
the securities industry, stock exchanges or organizations with similar functions or responsibilities with respect to securities brokers or dealers, as determined by a court of competent jurisdiction
or applicable federal or state securities regulators, self-regulatory associations or organizations in the securities industry or stock exchanges or organizations, as applicable. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;If
any action, proceeding or investigation is commenced as to which any indemnified party hereunder proposes to demand indemnification under this letter agreement, such
indemnified party will notify the indemnifying party with reasonable promptness. The indemnifying party shall have the right to retain counsel of its own choice (which counsel shall be reasonably
satisfactory to the indemnified party) to represent it and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with the indemnified party and any counsel
designated by the indemnified party; </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, it is understood and agreed that if the indemnifying party assumes the defense of a claim for
which indemnification is sought hereunder, it shall have no obligation to pay the expenses of separate counsel for the indemnified party, unless defenses are available to the indemnified party that
make it impracticable for the indemnifying party and the indemnified party to be represented by the same counsel in which case the indemnified party shall be entitled to retain one counsel. The
indemnifying party will not be liable under this letter agreement for any settlement of any claim against the indemnified party made without the indemnifying party's written consent. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;In
order to provide for just and equitable contribution, if a claim for indemnification pursuant to this paragraph&nbsp;4 is made but it is found in a final judgment
by a court of competent </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>jurisdiction
(not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provided for indemnification in such case, then the
Company, on the one hand, and the Placement Agent, on the other hand, shall contribute to the losses, claims, damages, liabilities or costs to which the indemnified persons may be subject in
accordance with the relative benefits received from the offering and sale of the Securities by the Company, on the one hand, and the Placement Agent, on the other hand (it being understood that, with
respect to the Placement Agent, such benefits received are limited to fees actually paid by the Company and received by the Placement Agent pursuant to this Agreement), and also the relative fault of
the Company, on the one hand, and the Placement Agent, on the other hand, in connection with the statements, acts or omissions which resulted in such losses, claims, damages, liabilities or costs, and
any relevant equitable considerations shall also be considered. No person found liable for a fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Act) shall be entitled to
contribution from any person who is not also found liable for such fraudulent misrepresentation. Notwithstanding the foregoing, the Placement Agent shall not be obligated to contribute any amount
hereunder that exceeds the fees received by the Placement Agent in respect to the offering and sale of the Securities. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company represents and warrants to the Placement Agent as of the date hereof and as of the Closing Date as follows: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;The
Company meets the requirements for use of Form&nbsp;S-3 under the Act. The Company's Registration Statement (as defined below) was declared effective
by the SEC (as defined below) and the Company has filed such post-effective amendments thereto as may be required prior to the execution of this Agreement and each such
post-effective amendment became effective. The SEC has not issued, and to the Company's knowledge, the SEC does not intend nor has it threatened to issue, a stop order with respect to the
Registration Statement, nor has it otherwise suspended or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, nor, to the Company's knowledge, does it intend
or has it threatened to do so. On the effective date, (i)&nbsp;the Registration Statement complied in all material respects with the requirements of the Act and the rules and regulations promulgated
under the Act (the "</FONT><FONT SIZE=2><I>Regulations</I></FONT><FONT SIZE=2>"); at the effective date the Basic Prospectus (as defined below) complied, and at the Closing the Prospectus will
comply, in all material respects with the requirements of the Act and the Regulations; and (ii)&nbsp;the Registration Statement at the effective date and as amended or supplemented on the date
hereof and on the Closing Date did not, does not and will not contain an 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; and the Prospectus as of any such time, did not, does not and will not include 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; </FONT><FONT SIZE=2><I>provided, however</I></FONT><FONT SIZE=2>, that the
representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with
information furnished to the Company in writing by (i)&nbsp;the Placement Agent or its affiliates or (ii)&nbsp;by or on behalf of any of the Purchasers, Investment Advisors or Broker-Dealers or
any of their respective affiliates, in each case, expressly for use therein. As used in this Agreement, the term "</FONT><FONT SIZE=2><I>Registration Statement</I></FONT><FONT SIZE=2>" means the
"shelf" registration statement on Form&nbsp;S-3 (File No.&nbsp;333-69675) as declared effective by the Securities and Exchange Commission (the
"</FONT><FONT SIZE=2><I>SEC</I></FONT><FONT SIZE=2>"), including exhibits, financial statements, schedules and documents incorporated by reference therein. The term "</FONT><FONT SIZE=2><I>Basic
Prospectus</I></FONT><FONT SIZE=2>" means the prospectus included in the Registration Statement, as amended, or as supplemented and filed with the SEC pursuant to Rule&nbsp;424 under the Act in
connection with the sale of the Securities hereunder. The term "</FONT><FONT SIZE=2><I>Prospectus Supplement</I></FONT><FONT SIZE=2>" means the prospectus supplement specifically relating to the
Securities as filed with the SEC pursuant to Rule&nbsp;424 under the Act in connection with the sale of the Securities. The term "</FONT><FONT SIZE=2><I>Prospectus</I></FONT><FONT SIZE=2>" means
the Basic Prospectus and the </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2>Prospectus
Supplement taken together. Any reference in this Agreement to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference
therein as of the date hereof or the date of the Prospectus, as the case may be, and any reference herein to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed
to refer to and include any documents filed after such date and through the date of such amendment or supplement under the Exchange Act and so incorporated by reference. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;Since
the date as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (i)&nbsp;there has been no
material adverse change or any development which could reasonably be expected to give rise to a prospective material adverse change in or affecting the condition, financial or otherwise, or in the
earnings, business affairs or, to the Company's knowledge, business prospects of the Company and the subsidiaries of the Company, if any (the
"</FONT><FONT SIZE=2><I>Subsidiaries</I></FONT><FONT SIZE=2>") considered as one enterprise, whether or not arising in the ordinary course of business, (ii)&nbsp;there have been no transactions
entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one
enterprise, and (iii)&nbsp;other than regular quarterly dividends, there has
been no dividend or distribution of any kind declared, paid or made by the Company on any class of its shares. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;The
Company has been duly organized as a corporation and is validly existing in good standing under the laws of the State of Maryland. Each of the Subsidiaries of the
Company has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization. Each of the Company and its Subsidiaries has the required power and
authority to own and lease its properties and to conduct its business as described in the Prospectus; and each of the Company and its Subsidiaries is duly qualified to transact business 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 would not have a
material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or, to the Company's knowledge, business prospects of the Company and its Subsidiaries considered as
one enterprise. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;As
of the date hereof, the authorized capital stock of the Company consisted of 100,000,000 common shares, par value $.10 per share, and 10,000,000 preferred shares, par
value $1.00 per share, of which 38,032,224 common shares, 2,300,000 shares of 9.25% Series&nbsp;A Cumulative Preferred Stock (the "</FONT><FONT SIZE=2><I>Series&nbsp;A Preferred
Shares</I></FONT><FONT SIZE=2>"), 2,000,000 shares of 8.625% Series&nbsp;B Cumulative Preferred Stock (the "</FONT><FONT SIZE=2><I>Series&nbsp;B Preferred Shares</I></FONT><FONT SIZE=2>") and
1,048,000 shares of Series&nbsp;C Convertible Preferred Stock (the "</FONT><FONT SIZE=2><I>Series&nbsp;C Shares</I></FONT><FONT SIZE=2>") are issued and outstanding as of such date (without
giving effect to any preferred shares issued or to be issued as contemplated by this Agreement or the application of the proceeds of the offering contemplated hereby) and 4,652,000 preferred shares
are authorized and unissued of which 4,739,500 will be designated as the Securities. The issued and outstanding shares of the Company have been duly authorized and validly issued and are fully paid
and non-assessable; the Securities have been duly authorized, and when issued in accordance with the terms of the Articles Supplementary (as defined below) and delivered as contemplated
hereby, will be validly issued, fully paid and non-assessable; the Securities, the common stock and the Series&nbsp;A, B and C Preferred Stock of the Company conform to all statements
relating thereto contained in the Prospectus; and the issuance of the Securities is not subject to preemptive or other similar rights. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;Neither
the Company nor any of its Subsidiaries is in violation of its organizational documents or in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument or agreement to which the Company or any of its
Subsidiaries is a party or by </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<P><FONT SIZE=2>which
it or any of them may be bound, or to which any of the property or assets of the Company or any of its Subsidiaries is subject where such violation or default would have a material adverse
effect on the condition, financial or otherwise, or the earnings, business affairs or, to the Company's knowledge, business prospects of the Company and its Subsidiaries considered as one enterprise;
and the execution, delivery and performance of this Agreement, the execution and filing of the Articles Supplementary of the Company relating to the Securities (the "</FONT><FONT SIZE=2><I>Articles
Supplementary</I></FONT><FONT SIZE=2>"), and the issuance and delivery of the Securities and the consummation of the transactions contemplated herein have been duly authorized by all necessary action
and will not conflict with or constitute a material breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any material property or assets of the
Company or any of its Subsidiaries pursuant to, any material contract, indenture, mortgage, loan agreement, note, lease or other instrument or agreement to which the Company or any of its Subsidiaries
is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Subsidiaries is subject, nor will any such action result in any violation
of the provisions of the Articles of Incorporation of the Company, as supplemented by the Articles Supplementary, by-laws or other organizational documents of the Company or any of its
Subsidiaries or any law, administrative regulation or administrative or court decree applicable to the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;The
Company is organized in conformity with the requirements for qualification and, as of the date hereof and as of the Closing, operates in a manner that qualifies it
as a "real estate investment trust" under the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder and will be so qualified after giving effect to the sale of the
Securities. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;The
Company is not required to be registered under the Investment Company Act of 1940, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;&nbsp;There
is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company,
threatened or contemplated, against or affecting the Company or any of its Subsidiaries, which is required to be disclosed in the Prospectus (other than as disclosed therein), or which might result in
any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or, to the Company's knowledge, business prospects of the Company and its Subsidiaries
considered as one enterprise, or which might materially and adversely affect their respective property or assets or which is likely to materially and adversely affect the ability of the Company to
consummate the transactions contemplated by this Agreement; all pending legal or governmental proceedings to which the Company or any of its Subsidiaries is a party or of which any of their respective
property or assets is the subject which are not described in the Prospectus, including ordinary routine litigation incidental to its business, considered in the aggregate, are not material to the
business of the Company and its Subsidiaries considered as one enterprise if resolved in a manner unfavorable to the Company and its Subsidiaries. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;No
authorization, approval or consent of any court or United States federal or state governmental authority or agency is necessary in connection with the sale of the
Securities as contemplated hereunder, except such as may be required under the Act or the Regulations or state securities laws or real estate syndication laws. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;The
Company and its Subsidiaries possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies
necessary to conduct the business now conducted by them, except where the failure to possess such certificates, authority or permits would not have a material adverse effect on the condition,
financial or otherwise, or the earnings, business affairs or, to the Company's knowledge, business prospects of the Company and its Subsidiaries considered as one enterprise. Neither the Company nor
any of its Subsidiaries has </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<UL>
<BR>

<P><FONT SIZE=2>received
any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would materially and adversely affect the condition, financial or otherwise, or the earnings, business affairs or, to the Company's knowledge, business prospects of the Company and
its Subsidiaries considered as one enterprise, nor, to the knowledge of the Company, are any such proceedings threatened or contemplated. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;&nbsp;&nbsp;The
Company has full power and authority to enter into this Agreement, and this Agreement has been duly authorized, executed and delivered by the Company and constitutes
a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as may be limited by (i)&nbsp;the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii)&nbsp;the effect of general principles of equity, whether enforcement is
considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought (collectively, the "</FONT><FONT SIZE=2><I>Enforceability
Exceptions</I></FONT><FONT SIZE=2>"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;&nbsp;&nbsp;&nbsp;The
Articles Supplementary, and the filing of the Articles Supplementary with the State Department of Assessments and Taxation of Maryland on behalf of the Company, have
each been duly authorized by the Company, the Articles Supplementary have been filed with the State Department of Assessments and Taxation of Maryland on behalf of the Company and constitute a valid
and legally binding supplement to the Articles of Incorporation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by the
Enforceability Exceptions. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;As
of the dates set forth therein or incorporated by reference, the Company had good and marketable title to all of the properties and assets reflected in the audited
financial statements contained in the Prospectus, subject to no lien, mortgage, pledge or encumbrance of any kind except those reflected in such financial statements (or as otherwise described in the
Prospectus) or which are not material or which constitute customary provisions of mortgage loans secured by the Company's
properties creating obligations of the Company with respect to proceeds of the properties, environmental liabilities and other customary protections for the mortgagees. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n)&nbsp;&nbsp;&nbsp;Any
certificate signed by any officer of the Company and delivered to the Placement Agent or to counsel for the Placement Agent shall be deemed a representation and
warranty by the Company to the Placement Agent as to the matters covered thereby. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o)&nbsp;&nbsp;&nbsp;Neither
the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in the Prospectus will cause the
Company to violate or be in violation of Regulation&nbsp;T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p)&nbsp;&nbsp;&nbsp;The
statements set forth in the Basic Prospectus under the caption "Description of Securities&#151;Preferred Stock" and the statements set forth in the Prospectus
Supplement under the caption "Description of the Series&nbsp;D Preferred Shares," in each case, in so far as such statements purport to summarize provisions of laws or documents referred to therein,
are correct in all material respects and fairly present the information required to be presented therein. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Placement Agent represents and warrants to the Company that (i)&nbsp;it is registered as a broker-dealer under the Exchange Act and licensed or otherwise qualified
to do business as a broker-dealer in all states in which it will offer any Securities pursuant to this Agreement, (ii)&nbsp;assuming compliance by the Company with all relevant provisions of the Act
in connection with the Prospectus, the Placement Agent will conduct all offers and sales of the Securities in compliance with the relevant provisions of the Act and the Regulations and various state
securities laws and regulations, (iii)&nbsp;the Placement Agent will only act as agent in those jurisdictions in which it is authorized to do so and </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<P><FONT SIZE=2>(iv)&nbsp;the
Placement Agent will not distribute to any Purchaser, Investment Advisor or Broker-Dealer any written material relating to the offering contemplated hereby other than the Registration
Statement or the Prospectus. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement shall be governed by the laws of the State of New York governing contracts made and to be performed in such State without giving effect to principles of
conflicts of law. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be the same
Agreement. Executed counterparts may be delivered by facsimile. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;When
used herein, the phrase "to the knowledge of" the Company or "known to" the Company or any similar phrase means the actual knowledge of the Chief Executive Officer,
Chief Financial Officer or Chief Operating Officer of the Company and includes the knowledge that such officers would have obtained of the matter represented after reasonable due and diligent inquiry
of those employees of the Company whom such officers reasonably believe would have actual knowledge of the matters represented. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
the foregoing is in accord with your understanding of our agreement, please sign in the space provided below and return a signed copy of this letter to the Company. </FONT></P>

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<TD WIDTH="47%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2>Sincerely,</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="47%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=3><BR><FONT SIZE=2>OMEGA HEALTHCARE INVESTORS,&nbsp;INC.</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="47%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="44%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="47%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="44%"><HR NOSHADE><FONT SIZE=2> Name: C. Taylor Pickett<BR>
Title: Chief Executive Officer</FONT></TD>
</TR>
</TABLE>
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<TD COLSPAN=3><FONT SIZE=2>Accepted by:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="51%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD COLSPAN=3 VALIGN="TOP"><BR><FONT SIZE=2>COHEN&nbsp;&amp; STEERS CAPITAL ADVISORS, LLC</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="51%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="5%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="39%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="51%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="5%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="39%"><HR NOSHADE><FONT SIZE=2> Name:<BR>
Title:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="51%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<P ALIGN="RIGHT"><FONT SIZE=2><B>Annex I  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>[Form of Comfort Letter]  </B></FONT></P>

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<BR>
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<P ALIGN="RIGHT"><FONT SIZE=2><B>Annex II  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>[Form of Opinion of Powell Goldstein Frazer&nbsp;&amp; Murphy LLP]  </B></FONT></P>

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<BR>
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<P ALIGN="RIGHT"><FONT SIZE=2><B>Annex III  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>Form of Opinion of Munsch Hardt  </B></FONT></P>

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<FONT SIZE=2><A HREF="#toc_mg1062_1">Placement Agreement</A></FONT><BR>
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