On September
7, 2018, Omega Healthcare Investors, Inc. (the “Company”) amended certain Equity Distribution Agreements,
dated September 3, 2015 (as amended, collectively the “Amended Agreements”), between the Company and each of BB&T
Capital Markets, a division of BB&T Securities, LLC, Capital One Securities, Inc., Credit Agricole Securities (USA)
Inc., JPMorgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc.,
Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson
Humphrey, Inc. and Wells Fargo Securities, LLC, each as sales agent and/or principal (collectively, the
“Managers”). Under the terms of the Amended Agreements, the Company may sell shares of its common stock, from
time to time, through or to the Managers having an aggregate gross sales price of up to $500 million. Prior to September 7,
2018, the Company previously sold shares of its common stock having an aggregate offering price of approximately $71,684,349, resulting in an aggregate offering price of $428,315,651 of its shares of common
stock remaining available for sale pursuant to the terms of the Amended Agreements. Sales of the shares, if any, will be made
by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices, or as otherwise agreed
with the applicable Manager. The Company will pay each Manager compensation for sales of the shares equal to 2% of the gross
sales price per share of shares sold through such Manager under the applicable Amended Agreement.
The Company is not
obligated to sell and the Managers are not obligated to buy or sell any shares under the Amended Agreements. No assurance can be
given that the Company will sell any shares under the Amended Agreements, or, if it does, as to the price or amount of shares that
it sells, or the dates when such sales will take place.
The remaining
shares available for issuance pursuant to the terms of the Amended Agreements will be issued pursuant to the Company’s
automatic shelf registration statement on Form S-3 (Registration No. 333-227148), which became effective upon filing with the
Securities and Exchange Commission on August 31, 2018. Concurrently herewith, we are filing a prospectus supplement, dated
September 7, 2018, with the Securities and Exchange Commission in connection with the offer and sale of the remaining shares.
A copy of a form of
the Amended Agreements is attached hereto as Exhibit 10.1, and is incorporated by reference herein. The foregoing description of
the Amended Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety
by reference to such exhibit.