Co-operation Agreement, dated March 11, 2025, by and between the Company, Bidco and Target

1.    Definitions and Interpretation    1

2.    Publication of the Announcement and the Terms of the Acquisition    9

3.    Clearances    10

4.    Scheme Document    10

5.    Implementation of the Acquisition    11

6.    Switching    12

7.    Directors and Officers Insurance    14

8.    Dividend    14

9.    Termination    14

10.    Takeover Code    16

11.    Fees and Expenses    16

12.    Capacity and Authority    16

13.    Guarantee    17

14.    Notices    18

15.    General    20

16.    Applicable Law and Jurisdiction    21

Schedule 1 Form of Announcement    22

THIS AGREEMENT is made on         11    March 2025

(1)CARE REIT PLC, incorporated in England and Wales with registered number 10464966 and whose registered office is at The Scalpel, 18th Floor, 52 Lime Street, London, England, EC3M 7AF ("CRT plc");

(2)CR UNITED BIDCO LTD, incorporated in England and Wales with registered number 16295445 and whose registered office is at Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB ("Bidco"); and

(3)CTR Partnership, L.P., a limited partnership organised and existing in the State of Delaware, United States of America with registered number ###-###-#### and whose principal place of business is at 905 Calle Amanecer, Suite 300, San Clemente, CA 92660 (the "Guarantor").

IT IS AGREED as follows:

"Acceptance Condition"     the acceptance condition to any Takeover Offer;

"Acquisition"    the direct or indirect acquisition by Bidco of the entire issued and to be issued ordinary share capital of CRT plc (excluding any Scheme Restricted Shares), to be effected by means of the Scheme (or by way of a Takeover Offer as provided for in this Agreement), and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

"Acquisition Document"    (a) if the Scheme is (or is to be) implemented, the Scheme Document or (b) if a Takeover Offer is (or is to be) implemented, the Offer Document;

"Acquisition Price"    108 pence in cash per CRT plc Share;

"Adverse Recommendation Change"    means:

(a)CRT plc makes an announcement prior to the publication of the Scheme Document and/or (if different) the circular convening the General Meeting that: (i) the CRT plc Board no longer recommends or intends to make the CRT plc Board Recommendation (or include the same in the Scheme Document) or intends to adversely qualify or adversely modify such recommendation; (ii) it will not convene the Court Meeting or the General Meeting (other than in the event of an Agreed Switch); or (iii) it intends not to post the Scheme Document or (if different) the circular convening the General Meeting (other than in the event of an Agreed Switch);

(b)the Scheme Document and/or (if different) the circular convening the General Meeting does not include, when published, the CRT plc Board Recommendation or, in the event of an Agreed Switch, the CRT plc Board do not consent to the CRT plc Board Recommendation being included in the Offer Document;

(c)the CRT plc Board Recommendation ceases to be unconditional and unanimous;

(d)the CRT plc Board fails to publicly reaffirm or re-issue its unqualified and unanimous recommendation or, as appropriate, its intention to make the CRT plc Board Recommendation on an unmodified and unqualified basis by 5:30 p.m. on the third Business Day following Bidco’s request to do so following the announcement of a Competing Proposal;

(e)the withdrawal, adverse qualification or adverse modification of the CRT plc Board Recommendation, it being understood that the issue of any holding statement(s) by the CRT plc Board following a change of circumstances shall not constitute such a withdrawal, adverse qualification or adverse modification (so long as any such holding statement contains an express statement that the CRT plc Board Recommendation is not withdrawn, adversely qualified or adversely modified and does not contain a statement that the CRT plc Board intends to withdraw or adversely qualify or adversely modify such recommendation); and/or

(f)after the approval of the Scheme at the Court Meeting and/or the approval of the Resolutions at the General Meeting, the CRT plc Directors announce that they will not, or do not intend to, implement the Scheme or the Acquisition (other than in the event of an Agreed Switch);

"Agreed Switch"    has the meaning set out in clause 6.1.1;

"Announcement"    the announcement detailing the terms and conditions of the Acquisition to be made pursuant to Rule 2.7 of the Takeover Code, in the form set out in Schedule 1;

"Bidco Board"    the board of directors of Bidco from time to time;

"Bidco Directors"    the directors of Bidco from time to time;

"Bidco Group"    Bidco, CareTrust, the Guarantor, and their respective subsidiaries and subsidiary undertakings;

"Business Day"    a day (not being a Saturday or a Sunday) on which banks generally are open in London, United Kingdom and Los Angeles, United States for the processing and receiving of normal, non-automated, banking business;

"CareTrust"    CareTrust REIT, Inc.;

"Clearances"    all authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals deemed necessary by Bidco (acting reasonably) for or in respect of the Acquisition (including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, CRT plc or any member of the Wider CRT plc Group by Bidco);

"Companies Act"    the Companies Act 2006, as amended;

"Competing Proposal"    any of:

(a)an offer (including a partial, exchange or tender offer), possible offer, merger, acquisition, dual-listed structure, scheme of arrangement, reverse takeover, whitewash transaction and/or business combination (or the announcement under Rule 2.4 or 2.7 (as applicable) of the Takeover Code to do the same), whether or not subject to any pre-conditions and howsoever to be implemented, the purpose of which is to acquire, directly or indirectly, interests in 20 per cent. or more of the issued and to be issued ordinary share capital of CRT plc (when aggregated with any interests in shares already held by the acquirer and any person acting or deemed to be acting in concert with the acquirer) or any arrangement or series of arrangements which results in any party acquiring, consolidating or increasing 'control' (as defined in the Takeover Code) of CRT plc;

(b)the acquisition or disposal, directly or indirectly, of all or a significant proportion (being 20 per cent. or more) of the business, assets and/or undertakings of the CRT plc Group calculated by reference to any of its revenue, profits or gross asset value taken as a whole;

(c)a demerger, any material reorganisation and/or liquidation involving all or a significant proportion (being 20 per cent. or more) of the CRT plc Group calculated by reference to any of its revenue, profits or gross asset value taken as a whole;

(d)any material change to the investment policy of CRT plc;

(e)any transaction or arrangement which would constitute a reverse takeover for the purposes of the UK Listing Rules undertaken by a member of the CRT plc Group; or

(f)any other transaction which would be reasonably likely to prevent, materially interfere with or materially delay implementation of the Acquisition (including, for the avoidance of doubt, any transaction or contractual arrangement or action which would require the approval of CRT plc Shareholders pursuant to Rule 21 of the Takeover Code),

in each case including any legally binding agreement to do any of the foregoing and which is not effected either with the prior written consent of Bidco or CareTrust (or a person acting in concert with Bidco or CareTrust) or at Bidco's or CareTrust's direction or with their written agreement, whether implemented in a single transaction or a series of transactions and whether conditional or otherwise;

"Conditions"    means:

(a)for so long as the Acquisition is being implemented by means of the Scheme, the conditions to the implementation of the Acquisition (including the Scheme) as set out in Appendix I to the Announcement and to be set out in the Scheme Document, as may be amended by Bidco with the consent of the Panel (and, for so long as the Scheme is subject to a unanimous, unconditional and unqualified recommendation from the

CRT plc Board, with the consent of CRT plc); and

(b)if and for so long as the Acquisition is being implemented by means of a Takeover Offer, the conditions referred to in (a) above, as amended by replacing the Scheme Conditions with the Acceptance Condition and as may be further amended by Bidco with the consent of the Panel (and in the case of an Agreed Switch, and for so long as the Takeover Offer is subject to a unanimous, unconditional and unqualified recommendation from the CRT plc Board, with the consent of CRT plc),

and "Condition" shall be construed accordingly;

"Court"    the High Court of Justice in England and Wales;

"Court Hearing"    the Court hearing at which CRT plc will seek an order sanctioning the Scheme pursuant to Part 26 of the Companies Act;

"Court Meeting"    the meeting or meetings of the Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment or reconvening thereof;

"CRT plc Board"    the board of directors of CRT plc;

"CRT plc Board Recommendation"    a unanimous, unconditional and unqualified recommendation from the CRT plc Directors to CRT plc Shareholders in respect of the Acquisition: (a) to vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting; or (b) if Bidco elects to proceed with a Takeover Offer in accordance with the terms of this Agreement, to accept the Takeover Offer;

"CRT plc Directors"    the directors of CRT plc from time to time;

"CRT plc Group"    CRT plc and its subsidiaries and subsidiary undertakings;

"CRT plc Shareholders"    holders of CRT plc Shares;

"CRT plc Shares"    the ordinary shares with a nominal value of 1 pence each in the capital of CRT plc from time to time, and "CRT plc Share" shall be construed accordingly;

"Day 39"    means the 21st day prior to Day 60;

"Day 60"    has the meaning given in clause 6.2.2;

"Effective Date"    the date on which either: (i) the Scheme becomes effective in accordance with its terms; or (ii) (if Bidco elects to implement the Acquisition by way of a Takeover Offer, subject to Panel consent and the terms of this Agreement), the date on which such Takeover Offer becomes or is declared unconditional in accordance with the requirements of the Takeover Code;

"FCA" or "Financial Conduct Authority"    the UK Financial Conduct Authority;

"Forms of Proxy"    the forms of proxy in connection with each of the Court Meeting and the General Meeting;

"FSMA"     Financial Services and Markets Act 2000, as amended;

"General Meeting"    the general meeting of CRT plc (including any adjournment thereof) to be convened in connection with the Scheme, notice of which will be set out in the Scheme Document;

"Long Stop Date"    has the meaning given to it in the Announcement;

"Offer Document"    if, following the date of this Agreement, Bidco elects to implement the Acquisition by way of a Takeover Offer, the document to be sent to (among others) CRT plc Shareholders setting out, among other things, the full terms and conditions of the Takeover Offer;

"Panel"    the Panel on Takeovers and Mergers;

"Regulatory Information Service"    any information service authorised from time to time by the FCA for the purpose of disseminating regulatory information;

"Resolutions"    has the meaning given to it in the Announcement;

"Scheme"    the scheme of arrangement proposed to be made under Part 26 of the Companies Act between CRT plc and the Scheme Shareholders in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by CRT plc and Bidco;

"Scheme Conditions"    the conditions referred to in paragraph 2 of Part A of Appendix I to the Announcement;

"Scheme Document"    the document to be sent to CRT plc Shareholders containing, among other things, the Scheme and the notices convening the Court Meeting and the General Meeting, and accompanied by Forms of Proxy;

"Scheme Restricted Shares"    has the meaning given to it in the Announcement;

"Scheme Shareholders"    holders of Scheme Shares;

"Scheme Shares"    has the meaning given to it in the Announcement;

"Switch"    has the meaning given in clause 6.1;

"Takeover Code"    the City Code on Takeovers and Mergers;

"Takeover Offer"    should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of CRT plc (excluding any Scheme Restricted Shares) and, where the context admits, any subsequent revision, variation, extension or renewal of such takeover offer;

"UK Listing Rules"    means the UK Listing Rules from time to time made by the FCA under Part VI of FSMA; and

"Wider CRT plc Group"    has the meaning given in the Announcement.

1.3.2the expressions "subsidiary" and "subsidiary undertaking" have the meanings given in the Companies Act;

1.3.3the expressions "acting in concert" and "concert parties" shall be construed in accordance with the Takeover Code;

1.3.4the expression "to the extent" is used to indicate an element of degrees and are not synonymous with the word "if";

1.3.7a "person" shall include a reference to any natural person, body corporate, unincorporated association, partnership and trust; and

1.3.8"law" shall include statutes, statutory instruments, orders and regulations and directions made or issued under the same and shall be construed so as to include a reference to the same as it may have been, or may from time to time be, amended, modified, consolidated, re-enacted or replaced.

(a)themselves (and members of their immediate families, related trusts and persons connected with them), the Bidco Group and Bidco's concert parties:

(b)the financing of the Acquisition;

(c)information on Bidco's or CareTrust's future plans for the CRT plc Group, its management and existing operational employees of CRT IM (as such term is defined in the Announcement);

(d)any statements of opinion, belief or expectation of the Bidco Directors in relation to the Acquisition or the enlarged group of Bidco following the Effective Date; and

(e)and any other information in the Scheme Document for which an offeror is required to accept responsibility under the Takeover Code.

5.1Without prejudice to clause 5.2, if any director or officer of Bidco or the Guarantor becomes aware of any fact, matter or circumstance that is likely, after the issue of the Scheme Document, to significantly change the Scheme timetable, or which the Bidco Board reasonably considers would entitle it to invoke (and, applying the test set out in Rule 13.5 of the Takeover Code, the Panel would permit it to so invoke) any of the Conditions, Bidco or the Guarantor shall (subject to applicable law) inform CRT plc, providing reasonable details as soon as is reasonably practicable.

(a)confirming the satisfaction or waiver of all Conditions (other than paragraphs 1 and 2c) of Part A of Appendix I to the Announcement); or

(b)confirming its intention to invoke a Condition (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Bidco reasonably considers entitle it to invoke the Condition and why Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition;

6.1The parties intend, as at the date of this Agreement, to implement the Acquisition by way of a Scheme. However, Bidco shall be entitled, with the consent of the Panel (if required), to elect at any time to implement the Acquisition by way of a Takeover Offer rather than the Scheme (such election being a "Switch") if:

6.1.1CRT plc gives prior written consent to the Switch (an "Agreed Switch"), in which case clause 6.2 shall apply;

6.2.1the Acceptance Condition shall be set at not less than 75 per cent. of CRT plc Shares to which the Takeover Offer relates (or such lesser percentage as Bidco and CRT plc may agree with, to the extent necessary, the consent of the Panel, being in any case more than 50 per cent. of the CRT plc Shares to which the Takeover Offer relates);

6.2.2Bidco shall not take any action which would cause the Takeover Offer not to proceed, to lapse or to be withdrawn, in each case for non-fulfilment of the Acceptance Condition, prior to midnight on the 60th day after publication of the Offer Document (or such later date as is set in accordance with Rule 31.3 of the Takeover Code) ("Day 60"), including, without limitation, by publishing an acceptance condition invocation notice under Rule 31.6 or specifying in the Offer Document an unconditional date which is earlier than Day 60, and Bidco shall ensure that the Takeover Offer remains open for acceptances until such time;

right for Bidco to set the statement aside (except with the prior written consent of CRT plc); and (iii) Bidco undertakes to CRT plc not to take any action or step otherwise to set the acceleration statement aside;

6.3.2the parties agree that all provisions of this Agreement relating to the Scheme and its implementation shall apply to the Takeover Offer or its implementation mutatis mutandis.

8.1As set out in further detail in the Announcement, if on or after the date of the Announcement and before the Effective Date any dividend or other distribution is declared, paid or made or becomes payable by CRT plc, Bidco reserves the right to reduce the Acquisition Price by the aggregate amount of such dividend or distribution, in which case the relevant eligible CRT plc Shareholders will be entitled to receive and retain such dividend and/or distribution.

(a)prior to the Long Stop Date, any Condition has been invoked by Bidco (where the invocation of the relevant Condition is permitted by the Panel);

(b)a Competing Proposal: (a) is recommended by the CRT plc Board or any committee thereof; or (b) completes, becomes effective or is declared or becomes unconditional;

(c)if the Acquisition is, with the permission of the Panel (if required), terminated, withdrawn or lapses in accordance with its terms prior to the Long Stop Date (other than where such lapse or withdrawal is as a result of the exercise of Bidco's right to effect a Switch and such Switch is an Agreed Switch);

(d)the Scheme is not approved by the requisite majority of the CRT plc Shareholders at the Court Meeting, the Resolutions are not passed by the requisite majority of CRT plc Shareholders at the General Meeting, or the Court refuses to sanction the Scheme and, in any such case, within two Business Days of a request from Bidco following such occurrence, CRT plc fails to give its consent to implement the Acquisition by way of a Takeover Offer rather than the Scheme;

(e)the Court Meeting or the General Meeting or the Court Hearing is/are not held on or before the 22nd day after the expected date of such meeting or hearing as may be set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)); or

(f)unless otherwise agreed by the parties in writing, if the Effective Date has not occurred by the Long Stop Date.

Except as otherwise provided in this Agreement, each party shall pay its own costs and expenses incurred in connection with the preparation, negotiation and completion or termination of this Agreement or otherwise in connection with the Acquisition.

(a)result in any breach of any provision of its constitutional documents;

(b)result in a breach of, or constitute a default under, any instrument which is material in the context of the Acquisition to which it is a party or by which it is bound; or

(c)result in a breach of any order, judgment, or decree of any court or governmental agency to which it is a party or by which it is bound.

13.1The Guarantor unconditionally and irrevocably guarantees to CRT plc the due and punctual discharge by Bidco of its obligations under this Agreement (the "Guaranteed Obligations").

14.2Any notice, approval or other communication to be given or made under or in connection with this Agreement (each a "Notice" for the purposes of this clause) shall be in English, in writing and signed by or on behalf of the party giving it.

14.4In clause 14.3 "during a Business Day" means any time between 9.30 a.m. and 5.30 p.m. on a Business Day based on the local time where the recipient of the Notice is located. References to "the start of a Business Day" and "the end of a Business Day" shall be construed accordingly.

Name:         The Company Secretary

Address:    JTC (UK) Limited, 18th Floor, The Scalpel, 52 Lime Street, London, EC3M 7AF

Email address:     CareIT.Cosec@jtcgroup.com

Name:         The Directors

Address:    Suite 1, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB

Email address:     jcallister@caretrustreit.com

Name:         James Callister

Address:    905 Calle Amanecer, Suite 300, San Clemente, CA 92673

Email address:     jcallister@caretrustreit.com

assurances, acts and things as may reasonably be required to give effect to this Agreement.

15.9Clause 7 is intended to confer benefits on and be enforceable by the third parties referred to therein (the "Relevant Third Parties").

THIS AGREEMENT has been duly executed on the date first stated above.

SIGNED by James Callister, a Director    )

    )

for and on behalf of    )

CR United Bidco Limited    )

/s/ Simon Laffin

SIGNED by Simon Laffin, a Director    )    

for and on behalf of    )

Care REIT plc    )

SIGNED for and on behalf of        )

CTR Partnership L.P.        )

a Delaware limited partnership            )

By: CareTrust GP, LLC, a Delaware limited     )

liability company                )

Its: General Partner                )

By: CareTrust REIT, Inc., a Maryland     )

Corporation                )

Its: Sole Member            )

By:

/s/ David Sedgwick

Name: David Sedgwick

Its: Chief Executive Officer