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	BKD COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
BROOKDALE SENIOR LIVING INC. CUSIP 112463 10 4
SEE REVERSE FOR CERTAIN RESTRICTIONS
THIS CERTIFIES THAT
BY
IS THE RECORD HOLDER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01, OF BROOKDALE SENIOR
LIVING INC.
transferable on the books of the Corporation by the holder hereof in person or by duly
authorized attorney, upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are issued and shall be
held subject to all of the provisions of the COUNTERSIGNED AND REGISTERED:
Certificate of Incorporation of the Corporation and all amendments thereto, to all of which
the holder, by acceptance hereof, assents. This (NEW YORK, N.Y.)
Certificate is not valid until countersigned and registered by the Transfer Agent and
Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its
duly authorized officers.
Dated:AMERICAN STOCK TRANSFER & TRUST COMPANY
AUTHORIZED SIGNATURE AND REGISTRAR TRANSFER AGENT
SECRETARY CHIEF EXECUTIVE OFFICER
AMERICAN BANK NOTE COMPANY.





 









 








BROOKDALE SENIOR LIVING INC.




     The Corporation will furnish to any stockholder upon request and without charge a
full statement of the designations, preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of shares of each
class authorized to be issued and, with respect to the classes of shares which may be issued in
series, the differences in the relative rights and
preferences between the shares of each series, to the extent they have been set. Such request may
be made to the Secretary of the Corporation
at its principal office or to the Transfer Agent.



KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE
CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.




     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or regulations:





	 	 	 	 	 
	TEN COM

	 	—
	 	as tenants in common
	TEN ENT

	 	—
	 	as tenants by the entireties
	JT TEN

	 	—
	 	as joint tenants with right of
survivorship and not as tenants
in common









	 	 	 	 	 	 	 
	UNIF GIFT/TRANS MIN ACT—

	 	 	 	Custodian	 	 
	 

	 	 
	 	 	 	 
	 

	 	(Cust)
	 	 	 	(Minor)
	 
	 	 	 	 	 	 
	 	 	under Uniform Gifts/Transfers to Minors Act
	 
	 	 	 	 	 	 
	 	 	 
	 	 	(State)












Additional abbreviations may also be used though not in the above list.



FOR VALUE RECEIVED,                                                                                                      HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO






PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 

	 	 	 	 
	 








 








 



(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)




	 	 	 
	 

	 	shares
	 


	 	 






of the Common Stock represented by the within Certificate, and does hereby irrevocably constitute
and appoint




	 	 	 
	 

	 	Attorney
	 


	 	 






to transfer the said shares on the books of the within named Corporation with full power of
substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated

	 	 
	 	 
	 	X
	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	NOTICE: The Signature(s) To This Assignment Must Correspond With The Name(s) As Written
Upon The Face Of The Certificate In Every Particular, Without Alteration Or Enlargement Or
Any Change Whatever.






	 	 	 
	SIGNATURE(S) GUARANTEED:
	 	 
	 

	 	 
	 

	 	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.