Common use of Further Agreements of the Company Clause in Contracts

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will promptly deliver to the Selling Agent and its counsel copies of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain 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 existing at the time the Offering Documents are so amended or supplemented, not misleading. (d) The Company shall pay, or cause to be paid, all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings. (e) In the event the Company shall elect to terminate the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followswith the Purchaser: (a) The Company will promptly deliver At any time prior to the Selling Agent and its counsel copies of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company first to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing occur of (i) the issuance of any stop order suspending date on which the sale Purchaser receives freely transferable Exchange Certificates in a Registered Exchange Offer (including as a result of the SecuritiesPurchaser having to deliver a prospectus in connection with any resale of Exchange Certificates), or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) the date on which a Shelf Registration Statement is declared effective, (iii) the date on which the Purchaser ceases to own any other communication directed Securities (each of the foregoing capitalized terms are used as defined in the Registration Agreement) and (iv) the date that is the second anniversary of the Closing Date (the "Applicable Date"), to advise the Company by Purchaser promptly and, if requested, confirm such advice in writing, of the happening of any public authority relating event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the possible Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Purchaser promptly of any order preventing or suspending the use of the Offering Memorandum, of any suspension of the qualification of the offer Class C Certificates for offering or sale in any jurisdiction and sale of the initiation or threatening of any proceeding for any such purpose; and to use reasonable efforts to prevent the issuance of any such order preventing or suspending the use of the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) For so long as the Purchaser owns any Securities (as defined in the Registration Agreement), to furnish promptly to the Purchaser as many copies of the Offering Memorandum (and any state.amendments or supplements thereto) as may be reasonably requested; (c) Until For so long as the Termination Purchaser owns any Securities (as defined in the Registration Agreement), prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to each of the Purchaser and counsel for the Purchaser and not to effect any such amendment or supplement to which the Purchaser shall reasonably object by notice to the Company after a reasonable period to review; (d) For so long as the Purchaser owns any Securities (as defined in the Registration Agreement), if, at any time prior to the Applicable Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Company Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law (or to contain current financial information, which may be incorporated by reference), at the request of the Purchaser, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The Company shall payFor so long as the Class C Certificates are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Class C Certificates and prospective purchasers of the Class C Certificates designated by such holders, upon request of such holders or cause such prospective purchasers, the information required to be paiddelivered pursuant to Rule 144A(d)(4) under the Securities Act, all expenses incident unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Class C Certificates and prospective purchasers of the Class C Certificates designated by such holders); (f) For so long as the Purchaser owns any Securities (as defined in the Registration Agreement), to promptly take from time to time such actions as the Purchaser may reasonably request to qualify the Class C Certificates for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Purchaser may designate and to continue such qualifications in effect until the Applicable Date; and to arrange for the determination of the eligibility for investment of the Class C Certificates under the laws of such jurisdictions as the Purchaser may reasonably request; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (g) Arrange for the Class C Certificates to be eligible for clearance and settlement through DTC; (h) Not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Class C Certificates to the performance Purchaser in a manner which would require registration of the Class C Certificates under the Securities Act; (i) Except following the effectiveness of a Registration Statement (as defined in the Registration Agreement), not to, and to cause its obligations affiliates not to, authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Class C Certificates by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Class C Certificates as contemplated by this Agreement; and (j) In connection with sales or potential sales of the Class C Certificates by the Purchaser, includingthe Company agrees to make its officers, but not limited toemployees, all expenses incident independent accountants and legal counsel reasonably available to the delivery Purchaser in connection with each filing of a Form 10-Q, Form 10-K or a Form 8-K by the Securities, Company; provided that the reasonable out-of-pocket fees and expenses of the Company incurred in connection therewith for such accountants and legal counsel and accountants for shall be paid by Purchaser; provided further that if at the time Purchaser requests access to the Company, the cost of filing the Form D 's accountants and amendments thereto, and the cost of all blue sky compliance and filings. (e) In the event legal counsel the Company is engaged in a securities offering and is otherwise making its accountants and legal counsel available in connection therewith Purchaser shall elect to terminate the Offering after execution of this Agreement, only be responsible for any such expenses that the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000would not otherwise have incurred. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in light of the circumstances under which they were made, not misleading and not to effect such amendment or supplementation without the consent of the Initial Purchasers (such consent not to be unreasonably withheld); to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the Securitiespreliminary offering memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the preliminary offering memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the preliminary offering memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; and the Company hereby consents to the use of the preliminary offering memorandum and the Offering Memorandum, and any amendments and supplements thereto, in connection with resales of the Securities; (c) if the delivery of the Offering Memorandum is required at any time prior to the expiration of nine months after the time of the issue of the Offering Memorandum in connection with the sale of the Securities in and if at such time any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company events shall be advised in writing by the Selling Agent, shall occur have occurred as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an Memorandum as then amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain any 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 existing at the time under which they were made when the Offering Documents are so amended or supplementedMemorandum is delivered, not misleading., or if for any other reason it shall be necessary at such time to amend or supplement the Offering Memorandum in order to comply with any law, to notify the Initial Purchasers immediately thereof, and to prepare promptly and furnish to the Initial Purchasers an amended Offering Memorandum or a supplement to the Offering Memorandum which will correct such statement or omission or effect such compliance. The Initial Purchasers' delivery of any such amendment or supplement shall not constitute a waiver of any of the conditions set forth in Section 5 hereof; (d) The prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company shall payafter a reasonable period to review, provided, however, that notwithstanding the Initial Purchasers' objection such amendment or cause supplement may be effected if counsel to the Company reasonably determines that the Company would be adversely affected if such amendment or supplement is not effected; (e) for a period of three years following the Closing Date, to furnish to the Initial Purchasers all public reports and all reports, documents, information and financial statements furnished by the Company to the Commission pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (f) for so long as it is required to do so under the Indenture and at any time that it is not subject to Section 13 or 15(d) of the Exchange Act, upon request of any holder of the Securities, to furnish to such holder, and to any prospective purchaser or purchasers of the Securities designated by such holder, information satisfying the requirements of subsection (d)(4) of Rule 144A under the Securities Act. This covenant is intended to be paidfor the benefit of the holders from time to time of the Securities, and prospective purchasers of the Securities designated by such holders; (g) to use the proceeds from the sale of the Securities in the manner described in the Offering Memorandum under the caption "Use of Proceeds"; (h) to assist the Initial Purchasers in arranging for the Securities to be designated PORTAL Market securities in accordance with the rules and regulations adopted by the NASD relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchasers; (j) to do and perform all expenses incident things required to the performance of its obligations be done and performed by it under this Agreement, including, but not limited to, Agreement that are within its control prior to or after the Closing Date and to use its best efforts to satisfy all expenses incident conditions precedent on its part to the delivery of the Securities; (k) except following the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, as the fees and expenses case may be, neither the Company nor any of counsel and accountants for its affiliates (as such term is defined in Rule 501(b) under the Company, the cost of filing the Form D and amendments theretoSecurities Act) will, and the cost Company will not authorize or knowingly permit any person acting on its or their behalf to, solicit any offer to buy or offer to sell the Securities by means of all blue sky compliance and filings.any form of general solicitation or general advertising (as such terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; (el) In to not, and to ensure that no affiliate (as such term is defined in Rule 501(b) under the event Securities Act) of the Company will, offer, sell or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Securities Act; (m) to cause each Security to bear the legend set forth in the form of Security attached as Exhibit A to the Indenture until such legend shall elect no longer be necessary or advisable because the Securities are no longer subject to terminate the Offering after execution restrictions on transfer described therein; (n) promptly to take from time to time such action as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of this Agreement, such jurisdictions as the Company will pay Initial Purchasers may request and to comply with such laws so as to permit the Selling Agent a termination fee continuance of $25,000 sales and dealings therein in such jurisdictions for as long as may be necessary to complete the costs incurred by distribution of the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall notSecurities; provided, however, exceed that in connection therewith neither the sum Company nor any Subsidiary shall be required to qualify as a foreign corporation or to file a general consent to service of $15,000.process or to subject itself to taxation in respect of doing business in any jurisdiction where it is not so qualified or so subject. The Company will promptly advise the Initial Purchasers of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (fo) The shares to comply with the Registration Rights Agreement and all agreements set forth in the representation letter of the Company held by Health IP Partners, LLC shall be distributed to DTC relating to the members approval of such company. Each of Rainwater Capital Partners, LLC, the Trust Securities for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company "book-entry" transfer; (p) for a period of one year following 90 days from the commencement date of the OfferingOffering Memorandum, to not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its Subsidiaries (other than the Securities or the Exchange Securities) without the prior written consent of the Initial Purchasers, which consent shall not be unreasonably withheld. The Company will not offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offer and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (q) in connection with the offering, until the Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, neither the Company nor any of its affiliated purchasers (as defined in Rule 10b-6 under the Exchange Act), either alone or with one or more other persons, will bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and neither it nor any of its affiliated purchasers will make bids or purchases for the purpose of creating actual, or apparent, active trading in the Securities or of raising the price of the Securities; (r) during the period from the Closing Date until three years after the Closing Date, without the prior written consent of the Initial Purchasers, to not, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; and (s) to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture.

Further Agreements of the Company. The Merger Corp. and, upon the execution and delivery by the Company covenants and agrees as followsof this Agreement, the Company agree with the Initial Purchaser: (a) The Company will to advise the Initial Purchaser promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to Merger Corp. or the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchaser, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a 18 18 material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) for so long as the Securities are outstanding, to furnish to the Initial Purchaser copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided that the Company shall paynot be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any jurisdiction or to subject itself to material taxation in any jurisdiction where it is not so subject; (h) to assist the Initial Purchaser in arranging for the Securities to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations 19 19 adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on its behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 180 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or cause file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company (other than the Securities) without the prior written consent of the Initial Purchaser; (l) during the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchaser, not to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be paidregistered under Section 8 of the Investment Company Act, all expenses incident and to the performance of its obligations under this Agreementnot be or become, includingor be or become owned by, a 20 20 closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until CSI shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (o) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser; (p) to furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report; (q) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; (r) except as contemplated in the Offering Memorandum including, without limitation, the fees consummation of the Recapitalization, to not take any action prior to the execution and expenses delivery of counsel the Indenture which, if taken after such execution and accountants for delivery, would have violated any of the covenants contained in the Indenture; (s) to not take any action prior to the Closing Date which would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (t) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Company and its counsel, and after 21 21 notification to the cost of all blue sky compliance and filings.Initial Purchaser, such press release or communication is required by law; and (eu) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Proceeds". Notwithstanding any provision of Sections 4(a) or 4(d) to the contrary, the Company's obligations under Sections 4(a) or 4(d) shall terminate on the earliest to occur of (i) the effective date of an Exchange Offer Registration Statement pursuant to the Registration Rights Agreement, (ii) the Company will pay the Selling Agent effective date of a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed Shelf Registration Statement pursuant to the members Registration Rights Agreement and (iii) the date upon which the Initial Purchaser and its affiliates cease to hold Securities acquired as part of such company. Each of Rainwater Capital Partners, LLCthe initial distribution, the Trust for occurrence of which the Benefit of Xxxxxxxx Xxxxxx, Initial Purchaser shall promptly notify the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the OfferingCompany.

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchaser: (a) The Company will at any time prior to completion of the resale of the Securities by the Initial Purchaser: to advise the Initial Purchaser promptly deliver and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made or incorporated by reference in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Selling Agent and its counsel copies Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly of any order preventing or suspending the use of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering asMemorandum, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any event relating such amendment or supplement to or affecting which the Company, or of which Initial Purchaser shall reasonably object by notice to the Company after a reasonable period to review; provided that the Company shall be advised permitted in writing any case to make all applicable filings under the Exchange Act; (d) if, at any time prior to completion of the resale of the Securities by the Selling AgentInitial Purchaser, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The to file all reports and definitive proxy or information statement required to be filed by the Company shall paywith the Commission pursuant to Section 12(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Offering Memorandum for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act; (f) for five years from the date hereof, to furnish to the Initial Purchaser copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (h) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (i) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be paid, all expenses incident applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (j) until the Closing Date, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations under this Agreementsubsidiaries (other than the Securities) without the prior written consent of the Initial Purchaser; (k) for a period of two years after the Closing Date without the prior written consent of the Initial Purchaser, including, but not limited to, all expenses incident to and not permit any of its affiliates (as defined in Rule 144 under the delivery Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (l) in connection with the offering of the Securities, until the fees Initial Purchaser shall have notified the Company of the completion of the resale of the Securities, not to, and expenses to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of counsel its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and accountants not to, and to cause its affiliated purchasers not to, make bids or purchase for the Companypurpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (m) not to, for so long as the Securities are outstanding, be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act of 1940, as amended, and to not be or become a closed-end investment company required to be registered, but not registered thereunder; (n) so long as any of the Securities are "restricted securities" within the meaning of Rule 144(a)(3) promulgated under the Securities Act, the cost Company will, unless it is subject to and complies with Section 13 or 15(d) of filing the Form D Exchange Act, provide to each holder of such restricted securities and amendments theretoto each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) or a successor provision under the Securities Act; provided that this covenant is intended to be solely for the benefit of the holders, and the cost prospective purchasers designated by such holders, from time to time of all blue sky compliance and filings.such restricted securities; and (eo) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering."

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will promptly deliver to the Selling Agent and its counsel copies of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain 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 existing at the time the Offering Documents are so amended or supplemented, not misleading. (d) The Company shall pay, or cause to be paid, all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings. (e) In the event the Company shall elect to terminate the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and Each of the Issuers agrees as followswith the Initial Purchaser: (a) The Company will to advise the Initial Purchaser promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Final Offering Documents Memorandum untrue and each amendment which requires the making of any additions to or supplement thereto. The Selling Agent is authorized on behalf changes in the Final Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the Company circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly upon receipt of any order preventing or suspending the use and distribute copies of the Preliminary Offering Documents in connection with Memorandum or the solicitation of the Subscriptions in the Final Offering asMemorandum, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Final Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum and the Final Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateFinal Offering Memorandum, if to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Company after a reasonable period to review unless the Company is advised by counsel that such amendment or supplement is legally required; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchaser, any event relating to shall occur, information shall become known or affecting the Company, or of which the Company condition shall be advised in writing by the Selling Agent, shall occur exist as a result of which it is necessary, in the reasonable opinion of counsel for the Company Initial Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Issuers, to amend or supplement the Final Offering Memorandum in order that the amended or supplemented Final Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Final Offering Documents are Memorandum to comply with applicable law, to promptly prepare (subject to Section 4(c) above) such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Final Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities, upon request of such holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) for a period of two years following the Closing Date, to furnish to the Initial Purchaser copies of any annual reports, quarterly reports and current reports filed by any Issuer with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Securities for offering and sale under the state securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; provided, however, that the Issuers shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction or to subject themselves to the payment of taxes in excess of a nominal amount in any jurisdiction in which they are not so subject; (h) to assist the Initial Purchaser in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) not to, and to cause its Affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its Affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Final Offering Memorandum; (k) for a period of 60 days from the date of the Final Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by any of the Issuers (other than the Securities) without the prior written consent of the Initial Purchaser other than debt incurred under the Amended Credit Facility, the Exchange Securities, any Private Exchange Securities, if any and debt incurred in the ordinary course of business; (l) until consummation of the Exchange Offer, without the prior written consent of the Initial Purchaser, not to, and not permit any of its obligations Affiliates to, resell any of the Securities that have been reacquired by them, except for Securities purchased by any of the Issuers or any of their respective Affiliates and resold in a transaction registered under the Securities Act; (m) in connection with the offering of the Securities, until the Initial Purchaser shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (n) to do and perform all things required to be done and performed by it under this AgreementAgreement and the Registration Rights Agreement that are within its control prior to or after the Closing Date, including, but not limited to, and to use its best efforts to satisfy all expenses incident conditions precedent on its part to the delivery of the Securities; (o) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to any Issuer, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine communications in the fees ordinary course of business and expenses consistent with the past practices of counsel such Issuer), without the prior written consent of the Initial Purchaser, unless in the judgment of such Issuer and accountants for the Company, the cost of filing the Form D and amendments theretoits counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchaser, such press release or communication is reasonably necessary or advisable; and (ep) In to apply the event net proceeds from the Company shall elect to terminate sale of the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000. (f) The shares Securities as set forth in the Company held by Health IP Partners, LLC shall be distributed to Final Offering Memorandum under the members heading "Use of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the OfferingProceeds."

Further Agreements of the Company. The Company covenants agrees with the several Underwriters and agrees as followsthe QIU that: (a) The Company will promptly deliver prepare the Rule 462(b) Registration Statement, if necessary, in a form approved by the Representatives and file such Rule 462(b) Registration Statement with the Commission on the date hereof; prepare the Prospectus in a form approved by the Representatives and file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the second business day following the execution and delivery of this Agreement; make no further amendment or any supplement to the Selling Agent and its counsel copies Registration Statements or to the Prospectus prior to the Option Closing Date to which the Representatives shall reasonably object by notice to the Company after a reasonable period to review; advise the Representatives, promptly after it receives notice thereof, of the Offering Documents time when any amendment to either Registration Statement has been filed or becomes effective or any supplement to the General Disclosure Package, the Prospectus or any amended Prospectus has been filed and each amendment or supplement thereto. The Selling Agent is authorized on behalf to furnish the Representatives with copies thereof; advise the Representatives, promptly after it receives notice thereof, of the Company to issuance by the Commission of any stop order or of any order preventing or suspending the use and distribute copies of any Preliminary Prospectus, Issuer Free Writing Prospectus or the Prospectus, of the Offering Documents in connection with the solicitation suspension of the Subscriptions qualification of the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statements, the General Disclosure Package or the Prospectus or for additional information; and, in the Offering as, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing event of (i) the issuance of any stop order or of any order preventing or suspending the sale use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, use promptly its best efforts to obtain its withdrawal. (b) If at any time prior to the expiration of nine months after the effective date of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority Initial Registration Statement when a prospectus relating to the possible suspension of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if Stock is required to be delivered any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur occurs as a result of which it is necessarythe Prospectus as then amended or supplemented would include any untrue statement of a material fact, in the opinion of counsel for the Company or the Selling Agent, omit to supplement or amend the Offering Documents in order state any material fact necessary to make the Offering Documents not misleading statements therein, in light of the circumstances existing at the time under which they were made, not misleading, or if it is delivered necessary at any time to a potential purchaser of amend the SecuritiesProspectus to comply with the Securities Act, the Company will forthwith promptly notify the Representatives thereof and upon their request will prepare an amended or supplemented Offering Documents (Prospectus which will correct such statement or omission or effect such compliance. The Company will furnish without charge to each Underwriter and to any dealer in form satisfactory securities as many copies as the Representatives may from time to counsel for the Selling Agent) so that the time reasonably request of such amended or supplemented Offering Documents Prospectus; and in case any Underwriter is required to deliver a prospectus relating to the Stock nine months or more after the effective date of the Initial Registration Statement, the Company upon the request of the Representatives and at the expense of such Underwriter will not contain prepare promptly an amended or supplemented Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Stock or included or would include an untrue statement of a material fact or omitted or would omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing circumstances, prevailing at the time the Offering Documents are so amended or supplementedthat subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. (c) To furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of each of the Registration Statements as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (d) The Company shall pay, or cause to be paid, all expenses incident To deliver promptly to the performance Representatives in New York City such number of its obligations under the following documents as the Representatives shall reasonably request: (i) conformed copies of the Registration Statements as originally filed with the Commission and each amendment thereto (in each case excluding exhibits), (ii) each Preliminary Prospectus, (iii) each Issuer Free Writing Prospectus and (iv) the Prospectus (not later than 10:00 A.M., New York time, of the business day following the execution and delivery of this Agreement) and any amended or supplemented Prospectus (not later than 10:00 A.M., includingNew York City time, but not limited to, all expenses incident to on the delivery business day following the date of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingssuch amendment or supplement). (e) In To make generally available to its shareholders as soon as practicable, but in any event not later than eighteen months after the event effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company shall elect to terminate and its subsidiaries (which need not be audited) complying with Section 11(a) of the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 Securities Act and the costs incurred by Rules and Regulations (including, at the Selling Agent for legal feesoption of the Company, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Rule 158). (f) The shares Company will promptly take from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives may designate and to continue such qualifications in effect for so long as required for the distribution of the Stock; provided, that the Company held by Health IP Partnersshall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any jurisdiction. (g) During the period of five years from the date hereof, LLC the Company will deliver to the Representatives and, upon request, to each of the other Underwriters, (i) as soon as they are available, copies of all reports or other communications furnished to shareholders and (i) as soon as they are available, copies of any reports and financial statements furnished or filed with the Commission pursuant to the Exchange Act or any national securities exchange or automatic quotation system on which the Stock is listed or quoted. The XXXXX filing or furnishing of any such report, communication or financial statement with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be distributed deemed to satisfy the requirement to deliver such report, communication or financial statement to the members Representatives or Underwriters. (h) The Company will not directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of such company. Each any shares of Rainwater Capital Partners, LLC, the Trust Common Stock or securities convertible into or exercisable or exchangeable for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company Common Stock for a period of one year following 180 days from the commencement date of the OfferingProspectus without the prior written consent of Xxxxx other than the Company’s sale of the Stock hereunder and the issuance of shares pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights, provided, however, that if (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last 17 days of the lock-up period, or (ii) prior to the expiration of the lock-up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the lock-up period, the restrictions imposed by this section shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company also agrees that during such period, the Company will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the Securities Act for any such transaction or which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a registration statement on Form S-8 relating to employee benefit plans. The Company will cause each officer, director and shareholder listed in Schedule D to furnish to the Representatives, prior to the First Closing Date, a letter, substantially in the form of Exhibit I hereto, pursuant to which each such person shall agree not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for the period set forth therein, without the prior written consent of Xxxxx. (i) The Company will supply the Representatives with copies of all correspondence to and from, and all documents issued to and by, the Commission in connection with the registration of the Stock under the Securities Act. (j) Prior to each of the Closing Dates the Company will furnish to the Representatives, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company for any periods subsequent to the periods covered by the financial statements appearing in the Registration Statement and the Prospectus. (k) Prior to each of the Closing Dates, the Company will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Representatives are notified), without first providing written notification to the Representatives. (l) In connection with the offering of the Stock, until Xxxxx shall have notified the Company of the completion of the resale of the Stock, the Company will not, and will cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Stock, or attempt to induce any person to purchase any Stock; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Stock. (m) The Company will not take any action prior to the Option Closing Date which would require the Prospectus to be amended or supplemented pursuant to Section 4(b). (n) The Company shall at all times comply in all material respects with all applicable provisions of the Xxxxxxxx-Xxxxx Act in effect from time to time. (o) The Company will apply the net proceeds from the sale of the Stock as set forth in the Prospectus under the heading “Use of Proceeds”. (p) The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Stock that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchasers: (a) The Company will promptly deliver To furnish to the Selling Agent and its counsel Initial Purchasers, without charge, as many copies of the Offering Documents Memorandum and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use any supplements and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities lawsamendments thereto as they may reasonably request. (b) The Company will To advise the Initial Purchasers promptly notify and, if requested, confirm such advice in writing, of the Selling Agent, by telephone and in writing of (i) the issuance happening of any stop event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in light of the circumstances under which they were made, not misleading and not to effect such amendment or supplementation without the consent of the Initial Purchasers; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the Securitiespreliminary offering memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any stateproceeding for any such purpose; and to use best efforts to prevent the issuance of any such order preventing or suspending the use of the preliminary offering memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time. (c) Until Prior to making any amendment or supplement to the Termination DateOffering Memorandum, if any event relating to or affecting the Company, or of which the Company shall furnish a copy thereof to the Initial Purchasers and counsel to the Initial Purchasers and will not effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review, which shall not in any case be advised in writing longer than five business days after receipt of such copy. (d) If, at any time prior to completion of the distribution of the Notes by the Selling AgentInitial Purchasers to other purchasers, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or counsel for the Selling AgentCompany, to amend or supplement or amend the Offering Documents Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the Offering Documents statements therein not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of purchaser, or if it is necessary to amend or supplement the SecuritiesOffering Memorandum to comply with applicable law, the Company will forthwith to promptly prepare an amended such amendment or supplemented Offering Documents (in form satisfactory supplement as may be necessary to counsel for the Selling Agent) correct such untrue statement or omission so that the amended or supplemented Offering Documents will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinMemorandum, in the light of the circumstances existing at the time the Offering Documents are as so amended or supplemented, not misleading. (d) The Company shall pay, or cause will comply with applicable law and to be paid, all expenses incident furnish to the performance Initial Purchasers such number of its obligations under this Agreement, including, but not limited to, all expenses incident to the copies thereof as they may reasonably request. The Initial Purchasers' delivery of any such amendment or supplement shall not constitute a waiver of any of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingsconditions set forth in Section 6 hereof. (e) In So long as the event Notes are outstanding and are "Restricted Securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes and prospective purchasers of Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act. (f) For a period of three years following the Closing Date, to furnish to the Initial Purchasers copies of any annual reports and current reports filed with the Commission on Forms 20-F, 6-K, or such other similar forms as may be designated by the Commission under the Exchange Act or any rule or regulation of the Commission thereunder and any compliance certificate or notice of default or event of default furnished by the Company to the Trustee or to the holders of the Notes pursuant to the Indenture. (g) To use its reasonable best efforts to qualify the Notes for sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may reasonably designate and to continue such qualifications in effect so long as reasonably required for the distribution of the Notes. The Company will also arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchasers may reasonably request. Notwithstanding the foregoing, the Company and its Subsidiaries shall elect not be obligated to terminate register or qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which they are not so registered or qualified, to file a general consent to service of process in any jurisdiction or to subject themselves to taxation in any jurisdiction if they are not otherwise so subject. (h) To promptly advise the Initial Purchasers of the receipt by the Company or the Guarantors of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (i) To comply with the Registration Rights Agreement. (j) To assist the Initial Purchasers in arranging to cause the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages Market ("PORTAL") securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. relating to trading in the PORTAL Market and the Notes to be eligible for clearance and settlement through the Depository Trust Company (the "DTC"), the Euroclear System and Cedel Bank, societe anonyme. (k) Not to, and will cause its affiliates (as such term is defined in Rule 501(b) under the Securities Act) not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require the registration of the Notes under the Securities Act. (l) Except following the effectiveness of the Exchange Offer or the Shelf Registration Statement, as the case may be, not to, and will cause its affiliates (as such term is defined in Rule 501(b) under the Securities Act) not to, and will not authorize or knowingly permit any person acting on its behalf to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or by means of any directed selling efforts (as defined in Rule 902 under the Securities Act) in the United States in connection with the Notes being offered and sold pursuant to Regulation S or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (m) To apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the caption "Use of Proceeds". (n) For a period of 90 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company (other than the Notes or the Exchange Notes) without the prior written consent of the Initial Purchasers, which consent shall not be unreasonably withheld. (o) In connection with the offering, until the Initial Purchasers shall have notified the Company of the completion of the resale of the Notes, neither the Company nor any of its affiliated purchasers (as defined in Rule 10b-6 under the Exchange Act), either alone or with one or more other persons, will bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes, except as contemplated by the Exchange Offer; and neither it nor any of its affiliated purchasers will make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes, except as contemplated by the Exchange Offer. (p) Promptly, and in any event not more than 30 days after the Closing Date, (i) make application to the Central Bank for the Registration Certificate and thereafter do all things reasonably necessary to obtain the Registration Certificate and provide evidence thereof to the Initial Purchasers and (ii) do all things reasonably necessary to obtain the approval of the Central Bank, as soon as practicable after such approval is necessitated, to make any payment in dollars not set forth in the Registration Certificate or to make any payment provided for therein earlier than its originally scheduled date for payment. (q) Promptly after their execution and delivery, procure the notarization and consularization of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 Registration Rights Agreement and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Indenture. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will advise the Initial Purchaser promptly deliver of any proposal to the Selling Agent and its counsel copies of amend or supplement the Offering Documents Memorandum and each will not effect such amendment or supplement theretoto which the Initial Purchaser shall reasonably object after being given notice thereof and reasonable time for review. The Selling Agent is authorized on behalf If, at any time prior to completion of the Company to use and distribute copies resale of the Offering Documents in connection with Notes by the solicitation of the Subscriptions in the Offering asInitial Purchaser, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law. Neither the Initial Purchaser's consent to, nor its delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. (b) The Company will furnish to the Initial Purchaser copies of the Offering Memorandum (and all amendments and supplements thereto) as soon as available and in such quantities as the Initial Purchaser shall reasonably request for internal use and for distribution to prospective purchasers, and the Company will furnish to the Initial Purchaser as soon as practicable four copies of the Offering Memorandum (including four copies of the Supplement) , each signed by a duly authorized officer of the Company, one of which will include the independent accountants' reports therein manually signed by such independent accountants. For so long as any of the Securities are outstanding, if the Company is ever not misleadingsubject to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Company will promptly furnish or cause to be furnished to the Initial Purchaser and the holders of the Securities, and, upon request of prospective purchasers of the Securities, to such purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Securities. The Company will pay the expenses of printing and distributing to the Initial Purchaser all such documents. (c) The Company will file on a timely basis with the Commission, to the extent such filings are accepted by the Commission and whether or not the Company has a class of securities registered under the Exchange Act, (i) all annual and quarterly financial statements and other financial information required to be contained in a filing with the Commission on Forms 10-K and 10-Q (which financial statements shall be prepared in accordance with U.S. GAAP), including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual financial information, a report thereon by the Company's certified independent accountants and (ii) all current reports required to be filed with the Commission on Form 8-K. Such quarterly financial information shall be filed with the Commission within 45 days following the end of each fiscal quarter of the Company, and such annual financial information shall be furnished within 90 days following the end of each fiscal year of the Company. Such annual financial information shall include the geographic segment financial information required to be disclosed by the Company under Item 101(d) of Regulation S-K under the Securities Act. The Company will also be required (a) to file with the Trustee, and provide to each holder, without cost to such holder, copies of such reports and documents within 15 days after the date on which the Company files such reports and documents with the Commission or the date on which the Company would be required to file such reports and documents if the Company were so required, and (b) if filing such reports and documents with the Commission is not accepted by the Commission or is prohibited under the Exchange Act, to supply at the Company's cost copies of such reports and documents to any prospective holder promptly upon request. (d) The Company shall pay, or cause will promptly from time to time exercise best efforts to take such action as the Initial Purchaser may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Initial Purchaser may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be paid, all expenses incident necessary to complete the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery resale of the SecuritiesNotes; provided, however, that in connection therewith the fees and expenses Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general consent to service of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingsprocess in any jurisdiction (other than pursuant to an Operative Document) in which it is not now so subject or otherwise subject itself to taxation in any jurisdiction in which it is not otherwise so qualified or subject. (e) In Until the event second anniversary of the Company shall elect to terminate the Offering after execution of this AgreementClosing Date, the Company will pay will, upon request, furnish to the Selling Agent Initial Purchaser and any holder of Securities, a termination fee copy of $25,000 and the costs incurred by restrictions on transfer which the Selling Agent for legal fees, including Company believes are applicable to the preparation of this Agreement. Such reimbursement shall notSecurities; provided, however, exceed that nothing contained herein shall obligate the sum Company to track or trace particular Securities held by anyone other than the Company or any of $15,000its affiliates (as defined in Rule 144 under the Securities Act). (f) The shares in In connection with the offering, until the Initial Purchaser shall have notified the Company held by Health IP Partnersof the completion of the resale of the Notes, LLC shall be distributed neither the Company nor any of its affiliates have bid for or purchased or will bid for or purchase, either alone or with one or more other persons, for any account in which they or any of their affiliates have a beneficial interest any Notes nor have they attempted or will they attempt to induce any person to purchase any Notes; and neither they nor any of their affiliates will make bids or purchases for the members purpose of such company. Each creating actual, or apparent, active trading in, or of Rainwater Capital Partners, LLCraising the price of, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for Notes. (g) For a period of 90 days after the date hereof, neither the Company nor any of its direct or indirect subsidiaries will (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any debt securities issued or guaranteed by the Company or any such subsidiary and having a maturity of more than one year following from the commencement date of issue other than pursuant to obligations under registration rights agreements or (ii) directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of) any shares of Common Stock (other than shares issued through private placements in connection with the acquisition of the Offeringcapital stock or assets of another company, shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), in each case, without the prior written consent of the Initial Purchaser. Neither the Company nor any of its direct or indirect subsidiaries will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Securities. (h) The Company will indemnify and hold harmless the Initial Purchaser against any documentary, stamp or similar issuance tax, including any interest and penalties, on the creation, issuance and sale of the Securities and on the initial resale thereof by the Initial Purchaser and on the execution and delivery of this Agreement. All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. (i) The Company will apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the caption "Use of Proceeds." (j) Between the date hereof and the Closing Date (both dates inclusive), the Company will notify and consult with the Initial Purchaser, and cause its subsidiaries and all other parties acting on its or their behalf to notify and consult with the Initial Purchaser, prior to issuing any announcement which could be material in the context of the distribution of the Securities. (k) The Company will promptly inform the Initial Purchaser of any communications received by it from any governmental or regulatory agency or authority, including, without limitation, any German or Italian regulatory authority, any relevant stock exchange or trading market (including the Freiverkehr of the Frankfurt Stock Exchange), or the Commission, relating to the offering of the Securities and to furnish the Initial Purchaser with copies thereof. (l) The Company will take such steps as shall be necessary to ensure that neither the Company nor any subsidiary shall become an "investment company" within the meaning of such term under the Investment Company Act and the rules and regulations of the Commission thereunder. (m) The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the offering of the Securities. (n) Upon request by the Initial Purchaser, the Company will apply to list the Notes or have them admitted for trading on an internationally recognized stock exchange or over-the-counter trading market and will use its best efforts to ensure that such application is accepted. (o) The Company will use its best efforts to cause the Notes to be eligible for inclusion in the Private Offerings, Resale and Trading through Automated Linkages Market of The Nasdaq Stock Market, Inc. (the "PORTAL Market"). ------------- (p) The Company will cause each of Xxxxxxx Ernst & Young, AG and Xxxxx Xxxxxxxx S.p.A. to deliver an initial comfort letter, dated the date hereof, to the Initial Purchaser in form and substance reasonably satisfactory to the Initial Purchaser at or prior to the time copies of the Offering Memorandum (including the Supplement) are furnished to the Initial Purchaser. (q) The Company will prepare the Offering Memorandum (including the Supplement) on or prior to the Closing Date in form and substance reasonably satisfactory to the Initial Purchaser. The Supplement shall contain Consolidated Statements of Loss and Comprehensive Loss and Consolidated Statements of Cash Flows, each as of and for the six months ended June 30, 1998 and 1999, Consolidated Balance Sheets as of the year ended December 31, 1998 and the six months ended June 30, 1999, a "Management's Discussion and Analysis of Financial Condition and Results of Operations" comparing the six months ended June 30, 1999 with the six months ended June 30, 1998 and pro forma consolidated financial information for the Company as of and for the six months ended June 30, 1999 reflecting, among other transactions, the acquisition of Flashnet.

Further Agreements of the Company. The Company covenants and agrees as followswith each Initial Purchaser: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Preliminary Offering Documents and each amendment Memorandum or supplement thereto. The Selling Agent is authorized on behalf the Final Offering Memorandum untrue or which requires the making of any additions to or changes in the Preliminary Offering Memorandum or the Final Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the Company circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the use and distribute copies of the Preliminary Offering Documents in connection with Memorandum or the solicitation of the Subscriptions in the Final Offering asMemorandum, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities initiation or threatening of any proceeding for any such purpose; and to use their reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Final Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish to the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Final Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; provided that, in the event of any state.amendment or supplement to the Final Offering Memorandum, the Initial Purchasers shall have been given a reasonable opportunity to comment thereon, and copies thereof shall have been delivered to the Initial Purchasers reasonably in advance of the Closing Date; (c) Until prior to making any amendment or supplement to the Termination DatePreliminary Offering Memorandum or the Final Offering Memorandum, if to furnish a copy thereof to the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period of review, which shall not be in any case longer than five business days after receipt of such copy; (d) if, at any time prior to completion of the initial resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Final Offering Memorandum in order that the amended or supplemented Final Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact required to be stated therein necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Final Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission so that the Final Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act; (f) for a period of three years following the Closing Date, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; provided, however, that any reports or information accepted for filing by the Commission and readily available on the Internet shall be deemed to have been provided to the Initial Purchasers; (g) to use their reasonable best efforts to qualify the Securities for sale under the state securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may reasonably designate and to continue such qualifications in effect for so long as required for the distribution of the Securities; provided, however, that the Company and its subsidiaries shall not be obligated to qualify as a foreign corporation in any jurisdiction where it is not then qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject; (h) to use their reasonable best efforts to assist the Initial Purchasers in arranging for the Securities to be paiddesignated Private Offerings, Resales and Trading through Automated Linkages (“PORTAL”) Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. (“NASD”) relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company (“DTC”); (i) not to, and to cause their affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates (as such term is defined in Rule 501(B) of Regulation D) not to, and not to authorize or knowingly permit any person acting on their behalf to, (i) solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all expenses incident such persons will comply with the offering restrictions requirement of Regulation S; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Final Offering Memorandum; (k) for a period of 90 days from the date hereof, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement (except as required by the Registration Rights Agreement or the Exchange and Registration Rights Agreement dated March 30, 2005 among the Company, the Company’s subsidiaries identified therein and the Initial Purchasers (the “Initial Registration Rights Agreement”)) for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations subsidiaries (other than (i) the Securities or the Exchange Securities or (ii) the Securities or the Exchange Securities as defined in the Initial Registration Rights Agreement) without the prior written consent of the Initial Purchasers (which consent may not be unreasonably withheld); (l) until the earlier of (i) the date that all the Securities have either been exchanged or registered under this Agreementa shelf registration statement in accordance with the terms of the Registration Rights Agreement and (ii) two years after the Closing Date, includingwithout the prior written consent of the Initial Purchasers, but not limited to, all expenses incident to and not permit any of their affiliates (as defined in Rule 144 under the delivery Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of their affiliates and resold in a transaction registered under the Securities Act; (m) in connection with the offering of the Securities, until the fees Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and expenses to cause their affiliated purchasers (as defined in Regulation M under the Exchange Act), not to, either alone or with one or more other persons, bid for or purchase, for any account in which they or any of counsel their affiliated purchasers have a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and accountants not to, and to cause their affiliated purchasers not to, make bids or purchase for the Companypurpose of creating actual, or apparent, active trading in or of raising the cost price of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings.Securities; (en) In not to take any action prior to the event Closing Date which would require the Company shall elect Final Offering Memorandum to terminate the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000.be amended or supplemented pursuant to Section 4(d); and (fo) The shares to apply the net proceeds from the sale of the Securities as set forth in the Company held by Health IP Partners, LLC shall be distributed to Final Offering Memorandum under the members heading “Use of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offeringproceeds.”

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchaser: (a) The Company will to advise the Initial Purchaser promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchaser, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) for so long as the Securities are outstanding, to furnish to the Initial Purchaser copies of any documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder (other than routine periodic compliance certificates and routine periodic filings pursuant to the Exchange Act); (g) to promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (h) to assist the Initial Purchaser in arranging for the Securities to be eligible for clearance and settlement through The Depository Trust Company shall pay("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 90 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or cause file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its subsidiaries (other than the Securities) without the prior written consent of the Initial Purchaser; (l) during the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchaser, not to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be paidregistered under Section 8 of the Investment Company Act, all expenses incident and to the performance of its obligations under this Agreementnot be or become, includingor be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until the Initial Purchaser shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (o) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser; (p) to furnish to the Initial Purchaser on the date hereof a copy of each of the independent accountants' reports included in the Offering Memorandum signed by the accountants rendering such reports; (q) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; (r) to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the fees covenants contained in the Indenture; (s) to not take any action prior to the Closing Date which would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); provided that the Company shall not be deemed to be in breach of its obligations pursuant to this Section 4(s) if it continues its discussions with Crescent Operating, Inc. and expenses its affiliates regarding the sale of counsel the Company's interest in CBHS and accountants for the related transactions previously described to the Initial Purchaser; (t) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchaser is notified and the press release describing the sale of the Securities and the status of the Company's discussions with Crescent Operating, Inc. described in Section 4(s) in the form previously approved by the Initial Purchaser), without the prior written consent of the Initial Purchaser (which shall not be unreasonably withheld), unless in the judgment of the Company and its counsel, and after notification to the cost Initial Purchaser, such press release or communication is required by law; (u) to apply the net proceeds from the sale of the Securities as set forth in the Offering Memorandum under the heading "Use of Proceeds" and "The Transactions"; and (v) to promptly provide the Initial Purchaser with copies of all blue sky compliance and filings. (e) In the event the Company shall elect to terminate the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed closing documents relating to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the OfferingTransactions.

Further Agreements of the Company. The Company covenants and agrees as followswith each of the several Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) at any time prior to being advised by the Initial Purchasers of the completion of the initial distribution of the Securities, to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) for so long as the Securities are outstanding, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations or limited liability companies in any jurisdiction in which they are not so qualified or to file a general consent to service of process or to subject themselves to taxation in respect of doing business in any jurisdiction; (h) to assist the Initial Purchasers in arranging for the Securities to be paideligible for clearance and settlement through The Depositary Trust Company ("DTC"); (i) not to, all expenses incident and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 90 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations subsidiaries (other than the Securities) without the prior written consent of the Initial Purchasers; (l) during the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchasers, not to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) in connection with the offering of the Securities, until JPMorgan on behalf of the Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent active trading in or of raising the price of the Securities; (n) to furnish to each of the Initial Purchasers on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report; (o) to do and perform all things required to be done and performed by it under this AgreementAgreement that are within its control prior to or after the Closing Date, including, but not limited to, and to use its reasonable best efforts to satisfy all expenses incident conditions precedent on its part to the delivery of the Securities; (p) not to take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the fees and expenses of counsel and accountants for covenants contained in the Indenture; (q) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition (financial or otherwise), or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchasers are notified), without the prior written consent of the Initial Purchasers, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchasers, such press release or communication is required by law; (er) In not to engage, and to cause its affiliates or any person acting on its behalf not to engage, in any directed selling efforts (as that term is defined in Regulation S) with respect to the event Securities, and to comply, and to cause its affiliates or any person acting on its behalf to comply, with the Company shall elect offering restriction requirements of Regulation S; and (s) to terminate apply the net proceeds from the sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds". (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followswith each of the several Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements 15 15 therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and are not saleable pursuant to Rule 144(k) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); 16 16 (f) for so long as the Securities are outstanding, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that the Company, Neenah and Neenah's subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (h) to assist the Initial Purchasers in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the performance PORTAL Market and for the Securities to be eligible for clearance and settlement through the Depository Trust Company ("DTC"); (i) not to, and to cause their affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (k) for a period of 180 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations subsidiaries (other than the Securities or the Exchange Securities) without the prior written consent of the Initial Purchasers; (l) during the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchasers, not to, and not permit any of its affiliates (as defined in Rule 144 under this Agreementthe Securities Act) to, includingresell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until CSI on behalf of the Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and to use its reasonable best efforts to cause its affiliated purchasers (as defined in Rule 100 of Regulation M under the Exchange Act) not to, directly or indirectly, either alone or with one or more other persons, bid for, purchase, or attempt to induce any person to bid for or purchase, a covered security during the applicable restricted period; (o) in connection with the offering of the Securities, to make the officers, employees, independent accountants and legal counsel of the Company, Holdings, Neenah and Neenah's subsidiaries reasonably available upon request by the Initial Purchasers; (p) to furnish to each of the Initial Purchasers on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report; (q) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its best efforts to satisfy all conditions precedent to the delivery of the Securities; 18 18 (r) to not take, and to use best efforts to cause Holdings, Neenah and each of Neenah's subsidiaries to not take, any action prior to the fees execution and expenses delivery of counsel the Indenture which, if taken after such execution and accountants for delivery, would have violated any of the covenants contained in the Indenture; (s) to not take, and to use best efforts to cause Holdings, Neenah and each of Neenah's subsidiaries to not take, any action prior to the Closing Date which would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (t) prior to the Closing Date, not to issue, and to use best efforts to cause Holdings, Neenah and each of Neenah's subsidiaries not to issue, any press release or other communication directly or indirectly or hold any press conference with respect to the Company, Neenah or Neenah's subsidiaries, their respective conditions, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of Neenah and amendments theretoof which the Initial Purchasers are notified), without the prior written consent of the Initial Purchasers, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchasers, such press release or communication is required by law; and (eu) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds". (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followsagrees: (a) The Company will promptly deliver To furnish to the Selling Agent and its counsel Initial Purchasers, without charge, as of the date of the Offering Memorandum, such number of copies of the Offering Documents and each amendment Memorandum as it may then be amended or supplement thereto. The Selling Agent is authorized on behalf supplemented as they may reasonably request; (b) To make promptly, upon the reasonable request of the Company Initial Purchasers, any amendments or supplements to use and distribute copies of the Offering Documents Memorandum that may be necessary or advisable in connection with the solicitation resale of the Subscriptions in Notes by the Initial Purchasers, and not to make any amendment or supplement to the Offering as, Memorandum of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the extent, permitted by federal proposed amendment or supplement and applicable state securities laws. (b) The Company will promptly notify as to which the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer and sale of the Securities in any state.Initial Purchasers shall not have given their consent; (c) Until If, at any time prior to the Termination Date, if any event relating to or affecting earlier of (1) consummation of the Company, or of which the Company shall be advised in writing exchange offer contemplated by the Selling AgentRegistration Rights Agreement and (2) completion of the initial resale by the Initial Purchasers of the Notes to persons other than their affiliates (as determined by the Initial Purchasers), any events shall occur have occurred as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an Memorandum as then amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain would 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 existing at the time the under which they were made when such Offering Documents are so amended or supplementedMemorandum is delivered, not misleading., or, if for any other reason it shall be necessary to amend or supplement the Offering Memorandum in order to comply with applicable law, to notify the Initial Purchasers and, upon their request, to prepare and furnish without charge to each Initial Purchaser and to any dealer in securities as many copies as the Initial Purchasers may from time to time reasonably request of an amended or supplemented Offering Memorandum which will correct such statement or omission or effect such compliance; (d) The Company shall pay, Not to take any action designed to or that might reasonably be expected to cause to be paid, all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery or result in stabilization or manipulation of the Securities, price of the fees and expenses Notes to facilitate the sale or resale of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings.Notes; (e) In To cooperate with the event Initial Purchasers in their efforts to permit the Company shall elect Notes to terminate be designated PORTAL securities in accordance with the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 rules and the costs incurred regulations adopted by the Selling Agent National Association of Securities Dealers relating to trading in The Portal Market, and to use its reasonable best efforts to permit the Notes to be eligible for legal feesclearance and settlement through DTC, including the preparation and filing with DTC of this Agreement. Such reimbursement shall not, however, exceed a letter of representations signed by the sum of $15,000.Company and the Trustee; (f) The shares Promptly from time to time to take such action as the Initial Purchasers may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions in the United States as the Initial Purchasers may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes; provided that in connection therewith the Company held by Health IP Partnersshall not be required to qualify as a foreign corporation, LLC shall be distributed to the members become subject to taxation or to file a general consent to service of such company. Each process in any jurisdiction; (g) Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares any “security” (as defined in the Company for Securities Act) that could be integrated with the sale of the Notes in a manner which would require the registration of the Notes under the Securities Act; (h) For a period of one year five years following the commencement Delivery Date, to furnish to Xxxxxx Brothers Inc. and UBS Securities LLC (or, upon written request, such other Initial Purchasers) copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the Commission pursuant to the Exchange Act or any rule or regulation of the OfferingCommission thereunder or to the Noteholders; (i) To apply the net proceeds from the sale of the Notes being sold by the Company as set forth in the Offering Memorandum; (j) For so long as any of the Notes remain outstanding, to make available, upon request, to any seller of the Notes, or prospective purchaser designated by such seller, the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act; (k) To take such steps as shall be necessary to ensure that neither the Company nor any subsidiary shall become an investment company as defined in the Investment Company Act of 1940, as amended; and (l) To file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Offering Memorandum and for so long as the delivery of a Offering Memorandum is required in connection with the offering or sale of the Notes.

Further Agreements of the Company. The Company covenants and agrees as followsfurther agrees: (a) The Company will promptly deliver To furnish to you, without charge, during the Selling Agent and its counsel period referred to in paragraph (c) below, as many copies of the Offering Documents Final Memorandum and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use any supplements and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities lawsamendments thereto as you may reasonably request. (b) The Prior to making any amendment or supplement to the Final Memorandum, the Company shall furnish a copy thereof to the Initial Purchasers and counsel to the Initial Purchasers and will promptly notify not effect any such amendment or supplement to which the Selling Agent, Initial Purchasers shall reasonably object by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension after a reasonable period of the qualification of the offer and sale of the Securities review, which shall not in any statecase be longer than three Business Days after receipt of such copy. (c) Until If, at any time prior to completion of the Termination Datedistribution of the Notes by you to purchasers, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for you or counsel for the Company or the Selling AgentCompany, to amend or supplement the Final Memorandum in order that the Final Memorandum will not include an untrue statement of a material fact or amend the Offering Documents omit to state a material fact necessary in order to make the Offering Documents statements therein not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of purchaser, or if it is necessary to amend or supplement the SecuritiesFinal Memorandum to comply with applicable law, the Company will forthwith to promptly prepare an amended such amendment or supplemented Offering Documents (in form satisfactory supplement as may be necessary to counsel for the Selling Agent) correct such untrue statement or omission or so that the amended or supplemented Offering Documents will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinFinal Memorandum, in the light of the circumstances existing at the time the Offering Documents are as so amended or supplemented, not misleadingwill comply with applicable law and to furnish you such number of copies as you may reasonably request. (d) The So long as any of the Notes remain outstanding and is a "restricted security" within the meaning of Rule 144(a)(3) under the Securities Act during any period in which the Company shall payis not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or cause such prospective purchasers, the information required to be paid, all expenses incident delivered pursuant to Rule 144A(d)(4) under the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingsSecurities Act. (e) In For a period of five years following the event date of the Final Memorandum, the Company shall elect furnish to terminate the Offering after execution Initial Purchasers copies of this Agreement, all public reports and all reports and financial statements furnished by the Company will pay to the Selling Agent a termination fee principal national securities exchange upon which securities of $25,000 and the costs incurred by Company may be listed pursuant to requirements of or agreements with such exchange or to the Selling Agent for legal fees, including Commission pursuant to the preparation Exchange Act or any rule or regulation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Commission thereunder. (f) Promptly from time to time to take such action as the Initial Purchasers may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as the Initial Purchasers may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes; provided, however, that in no event will the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. In each jurisdiction in which the Notes have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as any of the Notes are outstanding. The shares Company will also supply the Initial Purchasers with such information as is necessary for the determination of the legality of the Notes for investment under the laws of such jurisdictions as the Initial Purchasers may reasonably request. (g) Not to offer, sell, contract to sell or otherwise dispose of any additional securities of the Company substantially similar to the Notes (but not including the Exchange Notes) or any securities convertible into or exchangeable for or that represent the right to receive any such similar securities, other than either the Notes to be sold hereunder or the Exchange Notes, without the consent (which consent shall not be unreasonably withheld) of the Initial Purchasers during the period beginning from the date of this Agreement and continuing for 180 days following the Closing Date. (i) Except following the effectiveness of the Registration Statement (as defined in the Registration Rights Agreement), not to, and will cause its respective Affiliates not to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (j) Not to, and will cause its respective Affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) in a transaction that could be integrated with the sale of the Notes in a manner that would require the registration under the Securities Act of the Notes. (k) To use reasonable best efforts to ensure that none of the Company held by Health IP Partners, LLC or any subsidiary of the Company shall be distributed to become an "investment company" within the members meaning of such company. Each term under the Investment Company Act. (l) None of Rainwater Capital Partners, LLCthe Company, the Trust for the Benefit Affiliates of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period or any person acting on its or their behalf (other than the Initial Purchasers in connection with this Agreement) will engage in any directed selling efforts within the meaning of one year following the commencement Regulation S, and each of the Offering.Company and the Affiliates of the Company and each person acting on its or their behalf (other than the Initial Purchasers in connection with this Agreement) will comply with the offering restrictions of Regulation S.

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchaser: (a) The Company will promptly deliver To furnish to the Selling Agent and its counsel Initial Purchaser, without charge, as many copies of the Offering Documents Memorandum and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use any supplements and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities lawsamendments thereto as it may reasonably request. (b) The Company will To advise the Initial Purchaser promptly notify and, if requested, confirm such advice in writing, of the Selling Agent, by telephone and in writing of (i) the issuance happening of any stop event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in light of the circumstances under which they were made, not misleading and not to effect such amendment or supplementation without the consent of the Initial Purchaser; to advise the Initial Purchaser promptly of any order preventing or suspending the sale use of the Securitiespreliminary offering memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any stateproceeding for any such purpose; and to use reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the preliminary offering memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time. (c) Until Prior to making any amendment or supplement to the Termination DateOffering Memorandum, if any event relating to or affecting the Company, or of which the Company shall furnish a copy thereof to the Initial Purchaser and counsel to the Initial Purchaser and will not effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Company after a reasonable period to review, which shall not in any case be advised in writing longer than five business days after receipt of such copy. (d) If, at any time prior to completion of the distribution of the Notes by the Selling AgentInitial Purchaser to other purchasers, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchaser or counsel for the Selling AgentCompany, to amend or supplement or amend the Offering Documents Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the Offering Documents statements therein not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of purchaser, or if it is necessary to amend or supplement the SecuritiesOffering Memorandum to comply with applicable law, the Company will forthwith to promptly prepare an amended such amendment or supplemented Offering Documents (in form satisfactory supplement as may be necessary to counsel for the Selling Agent) correct such untrue statement or omission or so that the amended or supplemented Offering Documents will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinMemorandum, in the light of the circumstances existing at the time the Offering Documents are as so amended or supplemented, not misleading. (d) The Company shall pay, or cause will comply with applicable law and to be paid, all expenses incident furnish to the performance Initial Purchaser such number of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingscopies thereof as it may reasonably request. (e) In So long as the event Notes are outstanding and are "Restricted Securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes and prospective purchasers of Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall elect is then subject to terminate and in compliance with Section 13 or 15(d) of the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Exchange Act. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for For a period of one year five years following the commencement Closing Date, to furnish to the Initial Purchaser copies of any annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the OfferingNotes pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder. (g) To use its reasonable best efforts to qualify the Notes for sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may reasonably designate and to continue such qualifications in effect so long as required for the distribution of the Notes. The Company will also arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchaser may reasonably request. Notwithstanding the foregoing, the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction. (h) To use its reasonable best efforts to permit the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages Market ("PORTAL") securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and to permit the Notes to be eligible for clearance and settlement through the Depository Trust Company (the "DTC"). (i) Not to, and will cause its affiliates (as such term is defined in Rule 501(B) under the Securities Act) not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect (except as contemplated in the Offering Memorandum or hereby) of any security (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require the registration of the Notes under the Securities Act. (j) Except following the effectiveness of the Exchange Offer or the Shelf Registration Statement, as the case may be, not to, and will cause its affiliates (as such term is defined in Rule 501(B) under the Securities Act) not to, and will not authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (k) To apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum. (l) For a period of 90 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its subsidiaries (other than the Notes) without the prior written consent of the Initial Purchaser. (m) In connection with the offering, until the Initial Purchaser shall have notified the Company of the completion of the resale of the Notes, neither the Company nor any of its affiliated purchasers (as defined in Rule 10b-6 under the Exchange Act), either alone or with one or more other persons, will bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and neither it nor any of its affiliated purchasers will make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.

Further Agreements of the Company. The Company covenants and agrees as followseach of the Guarantors agree with each of the several Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event that makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or that requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer and sale Securities for (b) to furnish promptly to each of the Securities in Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum as may reasonably be requested prior to the Closing Date and any state.amendments or supplements thereto made to the Offering Memorandum after the Closing Date as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company and the Guarantors, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading. (d) The Company shall pay, or cause to be paid, all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings.will comply with applicable law; (e) In for so long as the event Securities are outstanding and are "restricted securities" within the Company shall elect meaning of Rule 144(a)(3) under the Securities Act, to terminate furnish to holders of the Offering after execution Securities and prospective purchasers of this Agreementthe Securities designated by such holders, upon request of such holders or such prospective purchasers, the Company will pay information required to be delivered pursuant to Rule 144A(d)(4) under the Selling Agent a termination fee Securities Act, unless Tower is then subject to and in compliance with Section 13 or 15(d) of $25,000 the Exchange Act the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the costs incurred Securities designated by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000.such holders); (f) The shares for so long as the Securities are outstanding, to furnish to the Initial Purchasers upon request copies of any annual reports, quarterly reports and current reports filed by Tower or the Company with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by Tower or the Company to the (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (h) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Company held Securities Act) that could be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act; (i) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by Health IP Partnersmeans of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, LLC shall sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be distributed applicable to the members offering and sale of such company. Each of Rainwater Capital Partners, LLC, the Trust for Securities as contemplated by this Agreement and the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company Offering Memorandum; (j) for a period of one year following 180 days from the commencement date of the Offering.Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its subsidiaries (other than the Securities) without the prior written consent of CMIL; (k) during the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchasers, not to, and use its reasonable best efforts not to permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company, Tower or any of their affiliates and resold in a transaction registered under the Securities Act or otherwise exempt from the registration requirements of the Securities Act;

Further Agreements of the Company. The Company covenants and agrees as followswith the several Underwriters that: (a) The Company will promptly deliver prepare the Rule 462(b) Registration Statement, if necessary, in a form approved by the Representatives and file such Rule 462(b) Registration Statement with the Commission on the date hereof; prepare the Prospectus in a form approved by the Representatives and file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the second business day following the execution and delivery of this Agreement; make no further amendment or any supplement to the Selling Agent and its counsel copies Registration Statements or to the Prospectus, advise the Representatives, promptly after it receives notice thereof, of the Offering Documents and each amendment issuance by the Commission of any stop order or supplement thereto. The Selling Agent is authorized on behalf of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the Company to use and distribute copies suspension of the Offering Documents in connection with the solicitation qualification of the Subscriptions Stock for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statements or the Prospectus or for additional information; and, in the Offering as, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing event of (i) the issuance of any stop order or of any order preventing or suspending the sale use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, use promptly its best efforts to obtain its withdrawal. (b) If, at any time prior to the expiration of nine months after the effective date of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority Initial Registration Statement when a prospectus relating to the possible suspension of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination DateStock is required to be delivered, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur occurs as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an Prospectus as then amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain would include any untrue statement of a material fact fact, or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Offering Documents are so amended or supplementedunder which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will promptly notify the Representatives thereof and upon their request will prepare an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The Company will furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of such amended or supplemented Prospectus; and in case any Underwriter is required to deliver a prospectus relating to the Stock nine months or more after the effective date of the Initial Registration Statement, the Company upon the request of the Representatives and at the expense of such Underwriter will prepare promptly an amended or supplemented Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Securities Act. (c) To furnish promptly to each of the Representatives and to counsel for the Underwriters a signed copy of each of the Registration Statements as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith. (d) The Company shall pay, or cause to be paid, all expenses incident To deliver promptly to the performance Representatives in New York City such number of its obligations under the following documents as the Representatives shall reasonably request: (i) conformed copies of the Registration Statements as originally filed with the Commission and each amendment thereto (in each case excluding exhibits), (ii) each Preliminary Prospectus, and (iii) the Prospectus (not later than 10:00 A.M., New York time, of the business day following the execution and delivery of this Agreement) and any amended or supplemented Prospectus (not later than 10:00 A.M., includingNew York City time, but not limited to, all expenses incident to on the delivery business day following the date of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingssuch amendment or supplement). (e) In To make generally available to its shareholders as soon as practicable, but in any event not later than eighteen months after the event effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company shall elect to terminate and its subsidiary (which need not be audited) complying with Section 11(a) of the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 Securities Act and the costs incurred by Rules and Regulations (including, at the Selling Agent for legal feesoption of the Company, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Rule 158). (f) [The shares Company will promptly take from time to time such actions as the Representatives may reasonably request to qualify the Stock for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives may designate and to continue such qualifications in effect for so long as required for the distribution of the Stock; provided that the Company held by Health IP Partnersand its subsidiary shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction;] (g) During the period of five years from the date hereof, LLC shall be distributed the Company will deliver to the members Representatives and, upon request, to each of such company. Each the other Underwriters, (i) as soon as they are available, copies of Rainwater Capital Partnersall reports or other communications furnished to shareholders and (i) as soon as they are available, LLCcopies of any reports and financial statements furnished or filed with the Commission pursuant to the Exchange Act or any national securities exchange or automatic quotation system on which the Stock is listed or quoted. (h) The Company will not directly or indirectly offer, the Trust sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company Common Stock for a period of one year following 180 days from the commencement date of the OfferingProspectus without the prior written consent of XX Xxxxx other than the Company's sale of the Stock hereunder and the issuance of shares pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights. The Company will cause each officer, director and shareholder listed in Schedule B to furnish to the Representatives, prior to the First Closing Date, a letter, substantially in the form of Exhibit I hereto, pursuant to which each such person shall agree not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for a period of 180 days from the date of the Prospectus, without the prior written consent of XX Xxxxx. (i) The Company will supply the Representatives with copies of all correspondence to and from, and all documents issued to and by, the Commission in connection with the registration of the Stock under the Securities Act. (j) Prior to each of the Closing Dates the Company will furnish to the Representatives, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company for any periods subsequent to the periods covered by the financial statements appearing in the Registration Statement and the Prospectus. (k) Prior to each of the Closing Dates, the Company will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Representatives are notified), without the prior written consent of the Representatives, unless in the judgment of the Company and its counsel, and after notification to the Representatives, such press release or communication is required by law. (l) In connection with the offering of the Stock, until XX Xxxxx shall have notified the Company of the completion of the resale of the Stock, the Company will not, and will cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Stock, or attempt to induce any person to purchase any Stock; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Stock. (m) The Company will not take any action prior to the Option Closing Date which would require the Prospectus to be amended or supplemented pursuant to Section 4(b); (n) The Company will apply the net proceeds from the sale of the Stock as set forth in the Prospectus under the heading "Use of Proceeds".

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will advise the Initial Purchaser promptly deliver of any proposal to the Selling Agent and its counsel copies of amend or supplement the Offering Documents Memorandum and each will not effect such amendment or supplement theretoto which the Initial Purchaser shall reasonably object after being given notice thereof and reasonable time for review. The Selling Agent is authorized on behalf If, at any time prior to completion of the Company to use and distribute copies resale of the Offering Documents in connection with Notes by the solicitation of the Subscriptions in the Offering asInitial Purchaser, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law. Neither the Initial Purchaser's consent to, nor its delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. (b) The Company will furnish to the Initial Purchaser copies of the Offering Memorandum (and all amendments and supplements thereto) as soon as available and in such quantities as the Initial Purchaser shall reasonably request for internal use and for distribution to prospective purchasers, and the Company will furnish to the Initial Purchaser as soon as practicable four copies of the Offering Memorandum (including four copies of the Supplement) , each signed by a duly authorized officer of the Company, one of which will include the independent accountants' reports therein manually signed by such independent accountants. For so long as any of the Securities are outstanding, if the Company is ever not misleadingsubject to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Company will promptly furnish or cause to be furnished to the Initial Purchaser and the holders of the Securities, and, upon request of prospective purchasers of the Securities, to such purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Securities. The Company will pay the expenses of printing and distributing to the Initial Purchaser all such documents. (c) The Company will file on a timely basis with the Commission, to the extent such filings are accepted by the Commission and whether or not the Company has a class of securities registered under the Exchange Act, (i) all annual and quarterly financial statements and other financial information required to be contained in a filing with the Commission on Forms 10-K and 10-Q (which financial statements shall be prepared in accordance with U.S. GAAP), including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual financial information, a report thereon by the Company's certified independent accountants and (ii) all current reports required to be filed with the Commission on Form 8-K. Such quarterly financial information shall be filed with the Commission within 45 days following the end of each fiscal quarter of the Company, and such annual financial information shall be furnished within 90 days following the end of each fiscal year of the Company. Such annual financial information shall include the geographic segment financial information required to be disclosed by the Company under Item 101(d) of Regulation S-K under the Securities Act. The Company will also be required (a) to file with the Trustee, and provide to each holder, without cost to such holder, copies of such reports and documents within 15 days after the date on which the Company files such reports and documents with the Commission or the date on which the Company would be required to file such reports and documents if the Company were so required, and (b) if filing such reports and documents with the Commission is not accepted by the Commission or is prohibited under the Exchange Act, to supply at the Company's cost copies of such reports and documents to any prospective holder promptly upon request. (d) The Company shall pay, or cause will promptly from time to time exercise best efforts to take such action as the Initial Purchaser may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Initial Purchaser may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be paid, all expenses incident necessary to complete the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery resale of the SecuritiesNotes; provided, however, that in connection therewith the fees and expenses Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general consent to service of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingsprocess in any jurisdiction (other than pursuant to an Operative Document) in which it is not now so subject or otherwise subject itself to taxation in any jurisdiction in which it is not otherwise so qualified or subject. (e) In Until the event second anniversary of the Company shall elect to terminate the Offering after execution of this AgreementClosing Date, the Company will pay will, upon request, furnish to the Selling Agent Initial Purchaser and any holder of Securities, a termination fee copy of $25,000 and the costs incurred by restrictions on transfer which the Selling Agent for legal fees, including Company believes are applicable to the preparation of this Agreement. Such reimbursement shall notSecurities; provided, however, exceed that nothing contained herein shall obligate the sum Company to track or trace particular Securities held by anyone other than the Company or any of $15,000its affiliates (as defined in Rule 144 under the Securities Act). (f) The shares in In connection with the offering, until the Initial Purchaser shall have notified the Company held by Health IP Partnersof the completion of the resale of the Notes, LLC shall be distributed neither the Company nor any of its affiliates have bid for or purchased or will bid for or purchase, either alone or with one or more other persons, for any account in which they or any of their affiliates have a beneficial interest any Notes nor have they attempted or will they attempt to induce any person to purchase any Notes; and neither they nor any of their affiliates will make bids or purchases for the members purpose of such company. Each creating actual, or apparent, active trading in, or of Rainwater Capital Partners, LLCraising the price of, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for Notes. (g) For a period of 90 days after the date hereof, neither the Company nor any of its direct or indirect subsidiaries will (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any debt securities issued or guaranteed by the Company or any such subsidiary and having a maturity of more than one year following from the commencement date of issue other than pursuant to obligations under registration rights agreements or (ii) directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of) any shares of Common Stock (other than shares issued through private placements in connection with the acquisition of the Offering.capital stock or assets of another company, shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), in each case, without the prior written consent of the

Further Agreements of the Company. The Company covenants and agrees as followswith each of the several Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly after it becomes aware of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to use its reasonable best efforts to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law; (e) for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) for so long as the Securities are outstanding, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that the Company, the Issuer and the Issuer's subsidiaries shall not misleadingbe obligated to qualify as foreign corporations or limited liability companies in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (h) to assist the Initial Purchasers in arranging for the Securities to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) that could be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 240 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Issuer, Imperial, any of Imperial's subsidiaries or any of the Issuer's subsidiaries (other than the Securities or the Exchange Notes (as defined in the Registration Rights Agreement)) (collectively, the "Sale of Securities") if, not later than five Business Days (as defined in the Offering Memorandum) following the receipt of written notice from the Issuer of a proposed Sale of Securities, the Initial Purchasers notify the Issuer that in their reasonable judgment such Sale of Securities would impair their ability to market the Securities. (dl) The during the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchasers, not to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company shall payor any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for so long as the Securities are outstanding, be or become, or cause be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be paidregistered under Section 8 of the Investment Company Act, all expenses incident and to the performance of its obligations under this Agreementnot be or become, includingor be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until CSI on behalf of the Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities, except, in each case, as permitted by Regulation M under the Exchange Act; (o) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchasers; (p) to furnish to each of the Initial Purchasers on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report; (q) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to, on or after the Closing Date, and to use its best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; (r) to not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the fees and expenses of counsel and accountants for covenants contained in the Indenture; (s) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchasers are notified), without the prior written consent of the Initial Purchasers, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchasers, such press release or communication is required by law; and (et) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds". (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followswith each of the Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) for so long as the Securities are outstanding, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (h) to assist the Initial Purchasers in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 180 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations under this Agreementsubsidiaries (other than the Securities) without the prior written consent of the Initial Purchasers; (l) during the period from the Closing Date until three years after the Closing Date, includingwithout the prior written consent of the Initial Purchasers, but not limited to, all expenses incident to and not permit any of its subsidiaries to, resell any of the delivery Securities that have been reacquired by them, except for Securities purchased by the Company or any of its subsidiaries and resold in a transaction registered under the Securities Act; (m) in connection with the offering of the Securities, until CSI on behalf of the fees Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and expenses to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (n) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel and reasonably available upon request by the Initial Purchasers; (o) to furnish to each of the Initial Purchasers on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants for rendering such report; (p) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchasers are notified), without the prior written consent of the Initial Purchasers, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchasers, such press release or communication is required by law; and (eq) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds". (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Final Offering Documents Memorandum untrue and each amendment which requires the making of any additions to or supplement thereto. The Selling Agent is authorized on behalf changes in the Final Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the Company circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the use and distribute copies of the Preliminary Offering Documents in connection with Memorandum or the solicitation of the Subscriptions in the Final Offering asMemorandum, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Final Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Final Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateFinal Offering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review unless the Company is advised by counsel that such amendment or supplement is legally required; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to shall occur, information shall become known or affecting the Company, or of which the Company a condition shall be advised in writing by the Selling Agent, shall occur exist as a result of which it is necessary, in the reasonable opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Final Offering Memorandum in order that the amended or supplemented Final Offering Documents Memorandum will not contain any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Final Offering Documents are Memorandum to comply with applicable law, to promptly prepare (subject to Section 4(c) above) such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Final Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities, upon request of such holders, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) for so long as the Securities are outstanding and, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the state securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; PROVIDED, HOWEVER, that the Company shall paynot be obligated to qualify as a foreign corporation in any jurisdiction in which it is not currently so qualified or to file a general consent to service of process in any jurisdiction; (h) to assist the Initial Purchasers in arranging for the Securities to be designated Portal Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the Portal Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) not to, and to cause its Affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its Affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Securities as contemplated by this Agreement and the Final Offering Memorandum; (k) for a period of 180 days from the date of the Final Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company (other than the Securities) without the prior written consent of the Initial Purchasers other than the Exchange Securities and the Private Exchange Securities (as defined in the Registration Rights Agreement), if any; (l) until consummation of the Exchange Offer, without the prior written consent of the Initial Purchasers, not to, and not permit any of its Affiliates to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its respective Affiliates and resold in a transaction registered under the Securities Act; (m) in connection with the offering of the Securities, until CSI on behalf of the Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (n) to do and perform all things required to be paid, all expenses incident to the performance of its obligations done and performed by it under this AgreementAgreement and the Registration Rights Agreement that are within its control prior to or after the Closing Date, including, but not limited to, and to use its best efforts to satisfy all expenses incident conditions precedent on its part to the delivery of the Securities; (o) prior to the Closing Date, the fees and expenses of counsel and accountants for not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition (financial or otherwise) or earnings, business affairs or busi- ness prospects (except for routine communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company), without the prior written consent of the Initial Purchasers, unless in the judgment of the Company and amendments theretoits counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchasers, such press release or communication is reasonably necessary or advisable; (ep) In in connection with the event offering of the Company shall elect Securities, to terminate the Offering after execution of this Agreementmake its officers, the Company will pay the Selling Agent a termination fee of $25,000 employees, independent accountants and the costs incurred legal counsel reasonably available upon request by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000.Initial Purchasers; (fq) The shares to furnish to the Initial Purchasers on the date hereof a copy of the independent accountants' report included in the Company held Final Offering Memorandum signed by Health IP Partners, LLC shall be distributed the accountants rendering such report; (r) not to take any action prior to the members execution and delivery of the Indenture which, if taken after such company. Each execution and delivery, would have resulted in a default or an event of Rainwater Capital Partners, LLC, default as defined under the Trust for Indenture; (s) not to take any action prior to the Benefit Closing Date which would require the Final Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (t) to apply the net proceeds from the sale of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares Securities as set forth in the Company for a period Final Offering Memorandum under the heading "Use of one year following Proceeds;" and (u) to effect the commencement merger of the Offering.T. R.

Further Agreements of the Company. The Company covenants and agrees as followsfurther agrees: (a) The Company will promptly deliver To furnish to you, without charge, during the Selling Agent and its counsel period referred to in paragraph (c) below, as many copies of the Offering Documents Memorandum and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use any supplements and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities lawsamendments thereto as you may reasonably request. (b) The Prior to making any amendment or supplement to the Memorandum, the Company shall furnish a draft copy thereof to the Initial Purchasers and counsel to the Initial Purchasers and will promptly notify not effect any such amendment or supplement to which the Selling Agent, Initial Purchasers shall reasonably object by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension after a reasonable period of the qualification of the offer and sale of the Securities review, which shall not in any statecase be longer than [two] business days after receipt of such draft copy. (c) Until If, at any time prior to completion of the Termination Datedistribution of the Notes by you to purchasers, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for you or counsel for the Company or the Selling AgentCompany, to amend or supplement the Memorandum in order that the Memorandum will not include an untrue statement of a material fact or amend the Offering Documents omit to state a material fact necessary in order to make the Offering Documents statements therein not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of purchaser, or if it is necessary to amend or supplement the SecuritiesMemorandum to comply with applicable law, the Company will forthwith to promptly prepare an amended such amendment or supplemented Offering Documents (in form satisfactory supplement as may be necessary to counsel for the Selling Agent) correct such untrue statement or omission or so that the amended or supplemented Offering Documents will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinMemorandum, in the light of the circumstances existing at the time the Offering Documents are as so amended or supplemented, not misleadingwill comply with applicable law and to furnish you such number of copies as you may reasonably request. (d) The Company shall paySo long as the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act during any period in which it is not subject to and in compliance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to furnish to holders of the Notes and prospective ------------ purchasers of Notes designated by such holders, upon request of such holders or cause such prospective purchasers, the information required to be paid, all expenses incident delivered pursuant to Rule 144A(d)(4) under the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingsSecurities Act. (e) In For a period of five years following the event date of the Memorandum to furnish to the Initial Purchasers copies of all public reports and all reports and financial statements furnished by the Company shall elect to terminate the Offering after execution principal national securities exchange upon which the Notes may be listed pursuant to requirements of this Agreement, or agreements with such exchange or to the Company will pay Commission pursuant to the Selling Agent a termination fee Exchange Act or any rule or regulation of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Commission thereunder. (f) The shares Promptly from time to time to take such action as the Initial Purchasers may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as the Initial Purchasers may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes; provided, however, that in no event shall the Company held be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those suits arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. In each jurisdiction in which the Notes have been so qualified, the Company will file such statements and reports as may be required by Health IP Partners, LLC shall be distributed to the members laws of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares jurisdiction to continue such qualification in the Company effect for a period of not less than one year from the effective date of the Registration Statement. The Company will also supply the Initial Purchasers with such information as is necessary for the determination of the legality of the Notes for investment under the laws of such jurisdictions as the Initial Purchasers may reasonably request. (g) Not to offer, sell, contract to sell or otherwise dispose of any additional securities of the Company substantially similar to the Notes (but not including the Exchange Notes (as defined in the Registration Rights Agreement)) or any securities convertible into or exchangeable for or that represent the right to receive any such similar securities, other than either the Notes to be sold hereunder or securities issued upon conversion, exchange or exercise of securities outstanding on the date of this Agreement, without the consent of Xxxxxx Brothers (which consent will not be unreasonably withheld) during the period beginning from the date of this Agreement and continuing for 180 days following the commencement Closing Date. (i) Except following the effectiveness of the OfferingRegistration Statement (as defined in the Registration Rights Agreement), not to, and will cause its respective Affiliates not to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (j) Not to, and will cause its respective Affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) in a transaction that could be integrated with the sale of the Notes in a manner that would require the registration under the Securities Act of the Notes. (k) To use reasonable best efforts to ensure that none of the Company or any subsidiary of the Company shall become an "investment company" within the meaning of such term under the Investment Company Act. (l) None of the Company, the Affiliates of the Company or any person acting on its or their behalf (other than the Initial Purchasers in connection with this Agreement) will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Notes, and each of the Company and the Affiliates of the Company and each person acting on its or their behalf (other than the Initial Purchasers in connection with this Agreement) will comply with the offering restrictions of Regulation S.

Further Agreements of the Company. The Company covenants and agrees as followswith each of the several Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Final Offering Documents and each amendment Memorandum untrue or supplement thereto. The Selling Agent is authorized on behalf which requires the making of any additions to or changes in the Final Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the Company circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the use and distribute copies of the Preliminary Offering Documents in connection with Memorandum or the solicitation of the Subscriptions in the Final Offering asMemorandum, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary (b) to furnish to each of the Initial Purchasers, without charge, as many copies of the Final Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateFinal Offering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review, which shall not be in any case longer than five business days after receipt of such copy; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Final Offering Memorandum in order that the amended or supplemented Final Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Final Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission so that the Final Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act; (f) for a period of five years following the Closing Date, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture; (g) to use its reasonable best efforts to qualify the Securities for sale under the state securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may (h) to use their reasonable best efforts to assist the Initial Purchasers in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through the Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates as such term is defined in Rule 501(b) of Regulation D not to, and not to authorize or knowingly permit any person acting on its behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Final Offering Memorandum; (k) for a period of 90 days from the date of the Final Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement (except as required by the Registration Rights Agreement) for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations under this Agreementsubsidiaries (other than the Securities or the Exchange Securities) without the prior written consent of the Initial Purchasers; (l) in connection with the Offering, including, but not limited to, all expenses incident to until CSI on behalf of the delivery Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, neither the fees and expenses Company nor any of counsel and accountants its affiliated purchasers (as defined in Regulation M under the Exchange Act), either alone or with one or more other persons, will bid for the Companyor purchase, the cost for any account in which it or any of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings.its affiliated purchasers has a beneficial interest, (em) In in connection with the event offering of the Company shall elect Securities, to terminate the Offering after execution of this Agreementmake its officers, the Company will pay the Selling Agent a termination fee of $25,000 employees, independent accountants and the costs incurred legal counsel reasonably available upon request by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000.Initial Purchasers; (fn) The shares to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the covenants contained in the Company held by Health IP Partners, LLC shall be distributed Indenture; (o) to not take any action prior to the members Closing Date which would require the Final Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (p) to apply the net proceeds from the sale of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares Securities substantially as set forth in the Company for a period Final Offering Memorandum under the heading "Use of one year following the commencement of the OfferingProceeds".

Further Agreements of the Company. The Company covenants and agrees as followswith each of the several Initial Purchasers: (a) The Company will promptly deliver at any time prior to the Selling Agent and its counsel copies completion of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf resale of the Company Securities by the Initial Purchasers: to use and distribute copies advise the Initial Purchasers promptly and, if requested, confirm such advice in writing, of the Offering Documents in connection with the solicitation happening of the Subscriptions any event which makes any statement of a material fact made or incorporated by reference in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any event relating such amendment or supplement to or affecting which the Company, or of which Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; provided that the Company shall be advised permitted in writing any case to make all applicable filings under the Exchange Act; (d) if, at any time prior to completion of the resale of the Securities by the Selling AgentInitial Purchasers, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The to file all reports and definitive proxy or information statement required to be filed by the Company shall paywith the Commission pursuant to Section 12(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Offering Circular for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act; (f) for five years from the date hereof, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (h) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (i) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be paid, all expenses incident applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (j) until the Closing Date, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations under this Agreementsubsidiaries (other than the Securities) without the prior written consent of the Initial Purchasers; (k) for a period of two years after the Closing Date without the prior written consent of the Initial Purchasers, including, but not limited to, all expenses incident to and not permit any of its affiliates (as defined in Rule 144 under the delivery Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (l) in connection with the offering of the Securities, until CSI on behalf of the fees Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and expenses to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of counsel its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and accountants not to, and to cause its affiliated purchasers not to, make bids or purchase for the Companypurpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (m) not to, for so long as the Securities are outstanding, be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act of 1940, as amended, and to not be or become a closed-end investment company required to be registered, but not registered thereunder; (n) so long as any of the Securities are "restricted securities" within the meaning of Rule 144(a)(3) promulgated under the Securities Act, the cost Company will, unless it is subject to and complies with Section 13 or 15(d) of filing the Form D Exchange Act, provide to each holder of such restricted securities and amendments theretoto each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) or a successor provision under the Securities Act; provided that this covenant is intended to be solely for the benefit of the holders, and the cost prospective purchasers designated by such holders, from time to time of all blue sky compliance and filings.such restricted securities; and (eo) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering."

Further Agreements of the Company. The Company covenants and agrees as followsagrees: (a) The Company will To advise you promptly deliver and, if requested by you, to the Selling Agent and its counsel copies of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents confirm such advice in connection with the solicitation of the Subscriptions in the Offering aswriting, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) of the issuance by the Commission or any state securities commission of any stop order suspending the sale qualification or exemption from qualification of the SecuritiesNotes and the Guarantees for offering or sale in any jurisdiction, or of the institution initiation or notice of intended institution threatening of any action or proceeding for that purposesuch purpose by the Commission or any state securities commission or other regulatory authority, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension happening of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain makes any untrue statement of a material fact made in the Preliminary Offering Memorandum or omit the Offering Memorandum untrue or which requires the making of any additions to state any material fact necessary or changes in the Preliminary Offering Memorandum or Offering Memorandum in order to make the statements therein, in the light of the circumstances existing at the time the Offering Documents are so amended or supplementedunder which they were made, not misleading. The Company shall use all reasonable efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or blue sky laws and, if at any time any state securities commission shall issue any stop order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or blue sky laws, the Company shall use all reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish to you without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as you may reasonably request. The Company consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement. (c) Not to amend or supplement the Offering Memorandum prior to the Closing Date or during the period referred to in (d) below unless you shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than three days after being furnished a copy of such amendment or supplement. The Company shall promptly prepare, upon any reasonable request by you, any amendment or supplement to the Offering Memorandum that may be necessary or advisable in connection with Exempt Resales. (d) The If, in connection with any Exempt Resales or market making transactions after the date of this Agreement and prior to the consummation of the Registered Exchange Offer, any event shall occur that, in the judgment of the Company or in your judgment or the judgment of counsel to you, makes any statement of a material fact in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements in the Offering Memorandum, in the light of the circumstances at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Company will promptly notify you of such event and prepare an appropriate amendment or supplement to the Offering Memorandum so that, at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, (i) the statements in the Offering Memorandum as amended or supplemented, in the light of the circumstances under which they were made, will not be misleading and (ii) the Offering Memorandum will comply with applicable law. (e) Promptly from time to time to take such action as you may reasonably request to qualify the Notes and the Guarantees for offering and sale under the state securities or blue sky laws of such jurisdictions as you may request (provided, however, that the Company shall pay, not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or cause to take any action that would subject it to general consent to service of process in any jurisdiction in which it is not now so subject) and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes and the Guarantees. (f) To use all reasonable best efforts to do and perform all things required to be paid, all expenses incident to the performance of its obligations done and performed under this Agreement, including, but not limited to, Agreement by it prior to or after the Closing Date and to satisfy all expenses incident conditions precedent on its part to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, Notes and the cost of all blue sky compliance and filingsGuarantees. (eg) In Except as contemplated in the event Registration Rights Agreement, not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Notes and the Guarantees in a manner that would require the registration under the Securities Act of the sale to you or the Eligible Purchasers of the Notes and the Guarantees. (h) For so long as any Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, to make available upon request to any registered holder or beneficial owner of Notes in connection with any sale thereof and any prospective purchaser of Notes from such registered holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act. (i) To use its reasonable best efforts to cause the Notes to be eligible for trading in The PORTAL(R) Market ("PORTAL"), a subsidiary of The Nasdaq Stock Market, Inc., and to permit the Notes to be eligible for clearance and settlement through DTC. (j) To apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the section entitled "Use of Proceeds." (k) To take such steps as shall be necessary to ensure that neither the Company nor any subsidiary of the Company shall elect to terminate become an "investment company" within the Offering after execution meaning of this Agreement, such term under the Investment Company will pay the Selling Agent a termination fee of $25,000 Act and the costs incurred by rules and regulations of the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Commission thereunder. (fl) The shares in Except for borrowings under the New Credit Facility and a potential exchange by the Company of a note payable to Extendicare Inc. for the 9.35% Senior Subordinated Notes Due 2007 currently held by Health IP PartnersExtendicare Inc., LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of 180 days from the date of the Offering Memorandum, not to, directly or indirectly, sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of, any debt securities of the Company or any Subsidiary Guarantor in a public or private offering for cash having a maturity of more than one year from the date of issue of such securities, except (i) for the Exchange Notes and the Exchange Note Guarantees in connection with the Exchange Offer or (ii) with the prior consent of the Initial Purchasers, which consent shall not be unreasonably withheld. (m) For a period of three years following the commencement Closing Date, to furnish to you copies of all materials furnished by the Company to holders of Notes and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Company's common stock or Notes may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the OfferingCommission thereunder.

Further Agreements of the Company. The Company covenants and agrees as followswith each --------------------------------- of the Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review, which shall not in any case be longer than ten business days after receipt of such copy; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and beneficial owners and prospective purchasers of the Securities designated by such holders, upon request of such holders or such beneficial owners or prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4), unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and beneficial owners and prospective purchasers of the Securities designated by such holders); (f) for a period of five years following the Closing Date, to furnish to the Initial Purchasers copies of any reports filed by the Company with the Commission on Forms 20-F, 10-K, 10-Q, 6-K and 8-K, or cause such other similar forms as may be designated by the Commission (and any information furnished to the Commission pursuant to Rule 12g3-2(b) under the Exchange Act), and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to use its reasonable best efforts to qualify the Securities for sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may reasonably designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that the Company and -------- its subsidiaries shall not be obligated to register or qualify as foreign corporations or as securities dealers in any jurisdiction in which they are not so registered or qualified or to file a general consent to service of process in any jurisdiction or to subject themselves to taxation in any jurisdiction if they are not otherwise so subject; (h) to arrange, with the cooperation of the Initial Purchasers, for the Securities to be paid(i) designated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and ------ regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market (ii) listed on the ---- Luxembourg Exchange and (iii) for the Securities to be eligible for clearance and settlement through DTC and Euroclear and Cedel; and to arrange for the Exchange Securities to be listed on the Luxembourg Exchange; (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, (i) solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising in the United States within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any "directed selling efforts" (as defined in Regulation S) with respect to the performance Securities; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemptions afforded by Section 4(2) of the Securities Act and Rule 144A or the safe harbor of Regulation S under the Securities Act to cease to be applicable to the offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) except as required by the Registration Rights Agreement, for a period of 180 days from the date of the Offering Memorandum, not to, and to cause its affiliates not to, offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations subsidiaries (other than the Securities) without the prior written consent of the Initial Purchasers; (l) without the prior written consent of the Initial Purchasers, not to, and not permit any of its affiliates (as defined in Rule 144 under this Agreementthe Securities Act) to, includingresell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for a period of two years following the Closing Date, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until CSI on behalf of the Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other person, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities, except as contemplated by the Exchange Offer; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (o) in connection with the offering of the Securities, to make its officers, key employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchasers; (p) to furnish to each of the Initial Purchasers on the date hereof a copy of the independent accountants' reports included in the Offering Memorandum signed by the accountants rendering such reports; (q) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its reasonable best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; (r) not to take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the fees and expenses of counsel and accountants for covenants contained in the Indenture; (s) not to take any action prior to the Closing Date which would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (t) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchasers are notified), without the prior written consent of the Initial Purchasers, which consent shall not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchasers, such press release or communication is required by law; (eu) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Proceeds"; and (v) not to amend, supplement or waive any part of the Acquisition Agreement, the Company will pay Machinery Disposal Agreements or the Selling Agent a termination fee of $25,000 and Senior Finance Documents without the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000. (f) The shares prior consent in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement writing of the OfferingInitial Purchasers, which consent shall not be unreasonably withheld.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will promptly deliver with the Initial Purchaser: 1. Prior to the Selling Agent and its counsel copies completion of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company Securities by the Initial Purchaser, to advise the Initial Purchaser promptly and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly of any order preventing or suspending the use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering asMemorandum, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the initiation or threatening of any proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; 2. To furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; 3. Prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Company after a reasonable period to review; 4. If, at any time prior to completion of the Offering of the Securities in any state. (c) Until by the Termination DateInitial Purchaser, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, promptly to prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law; 5. For so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act or exempt from reporting pursuant to Rule 12g3-2(b) thereunder (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); 6. Prior to completion of the Offering of the Securities, promptly to take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchaser may reasonably request; PROVIDED that the Company and its subsidiaries shall not misleading.be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; 7. [Intentionally left blank] 8. To cause the Securities to be listed on the Luxembourg Stock Exchange in accordance with the rules and regulations thereof as promptly as practicable and to maintain the listing of the Securities on such exchange for so long as any Security is outstanding (dor on such other exchange as is reasonably acceptable to the applicable Trustee); 9. Not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) The Company shall paywhich could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; 10. Except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances in which such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; 11. Other than pursuant to and in accordance with the Registration Rights Agreement and the comparable agreement entered into in connection with the offer and sale of the First Tranche Notes, for a period of 180 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or cause file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its subsidiaries (other than the Securities) without the prior written consent of the Initial Purchaser; 12. During the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchaser, not to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act, or in a transaction outside the United States in accordance with Regulation S; 13. Not to, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be paidregistered under Section 8 of the Investment Company Act, all expenses incident and not to the performance of its obligations under this Agreementbe or become, includingor be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; 14. In connection with the offering of the Securities, until the Initial Purchaser shall have notified the Company of the completion of the offering of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent active trading in or of raising the price of the Securities; 15. To furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report; 16. To do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; 17. Except as expressly contemplated by the Offering Memorandum, to not take any action from the fees date hereof until the execution and expenses delivery of counsel the Indenture which, if taken after such execution and accountants for delivery, would have violated any of the covenants contained in the Indenture; 18. To not take any action prior to the Closing Date which would require the Offering Memorandum to be amended or supplemented pursuant to Section IV(4); 19. From the date hereof until the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Company and its counsel, and after notification to the cost Initial Purchaser, such press release or communication is required by law; 20. To apply the net proceeds from the sale of all blue sky compliance and filings. (e) In the event the Company shall elect to terminate Securities as set forth in the Offering after Memorandum under the heading "Use of Proceeds"; and 21. To pay and, to the extent permitted by applicable law, indemnify and hold harmless the Initial Purchaser against any stamp or other issuance or transfer taxes or duties, value-added tax, documentary tax, registration tax, withholding or other taxes are payable by or on behalf of the Initial Purchaser in connection with (i) the issuance of Securities, (ii) the sale, transfer and delivery of the Securities to the Initial Purchaser pursuant to this Agreement or for the resale of the Securities placed by or at the direction of the Initial Purchaser or (iii) the execution and delivery of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement Agreement or any of the Offeringother Transaction Documents or the consummation of any of the transactions contemplated hereby or thereby.

Further Agreements of the Company. The Company covenants and agrees as followswith the ---------------------------------- Initial Purchaser: (a) The Company will promptly deliver to until the Selling Agent and its counsel copies completion of distribution of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf Notes (as determined by you) to persons that are not your affiliates (i) to advise the Initial Purchaser promptly and, if requested, confirm such advice in writing, of the Company to use and distribute copies happening of the Offering Documents in connection with the solicitation any event which makes any statement of the Subscriptions a material fact made in the Offering as, and Memorandum untrue or which requires the making of any additions to or changes in any material respect to the extentOffering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale light of the Securitiescircumstances under which they were made, not misleading and not to effect such amendment or of supplementation to which the institution or notice of intended institution of any action or proceeding for that purpose, and Initial Purchaser reasonably objects; (ii) to advise the Initial Purchaser promptly of any other communication directed to order preventing or suspending the Company by any public authority relating to use of the possible Preliminary Offering Memorandum or the Offering Memorandum, of the suspension of the qualification of the offer Notes for offering or sale in any jurisdiction and sale of the Securities initiation or threatening of any proceeding for any such purpose; and (iii) to use best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and of any amendments or supplements thereto) as may be reasonably requested; to furnish to the Initial Purchaser on the date hereof two copies of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report; and the Company hereby consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any state.amendments and supplements thereto, in connection with resales of the Notes prior to the time referred to in Section 4(a); (c) Until prior to the Termination Datetime referred to in Section 4(a), if the delivery of the Offering Memorandum is required at any event relating to or affecting time in connection with the Company, or sale of which the Company Notes and if at such time any events shall be advised in writing by the Selling Agent, shall occur have occurred as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an Memorandum as then amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain any 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 existing at the time under which they were made when the Offering Documents are so amended or supplementedMemorandum is delivered, not misleading., or if for any other reason it shall be necessary at such time to amend or supplement the Offering Memorandum in order to comply with any law, to notify the Initial Purchaser immediately thereof, and to promptly prepare and furnish to the Initial Purchaser an amended Offering Memorandum or a supplement to the Offering Memorandum which will correct such statement or omission or effect such compliance; the Initial Purchaser's delivery of any such amendment or supplement shall not constitute a waiver of any of the conditions set forth in Section 5 hereof; (d) The for a period of five years after the Closing Date, to furnish to the Initial Purchaser all public reports and all reports, documents, information and financial statements furnished by the Company shall payto the Commission pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (e) for so long as and at any time that it is not subject to Section 13 or 15(d) of the Exchange Act, upon request of any holder of the Notes, to furnish to such holder, and to any prospective purchaser or cause purchasers of the Notes designated by such holder, information satisfying the requirements of subsection (d)(4) of Rule 144A under the Securities Act; this covenant is intended to be paidfor the benefit of the holders from time to time of the Notes, all expenses incident and prospective purchasers of the Notes designated by such holders; (f) to use the proceeds from the sale of the Notesin the manner described in the Offering Memorandum under the caption "Use of Proceeds"; (g) to use reasonable best efforts to assist the Initial Purchaser, at its request, in arranging to cause the Notes to be designated as PORTAL securities in accordance with the rules and regulations of the NASD; (h) in connection with the offering of the Notes, to make its officers and employees, and to use its best efforts to make its independent accountants and legal counsel reasonably available to the performance Initial Purchaser upon its reasonable request for the purpose of its obligations discussing matters, as appropriate for such persons, set forth in the Offering Memorandum; (i) to do and perform all things required to be done and performed under this Agreement, including, but not limited to, Agreement by it that are within its control prior to or after the Closing Date and to use its best efforts to satisfy all expenses incident conditions precedent on its part to the delivery of the SecuritiesNotes; (j) except following the effectiveness of the Exchange Offer or Shelf Registration Statement, as the fees and expenses of counsel and accountants for the Companycase may be, the cost of filing the Form D and amendments theretoto not, and to use its best efforts to ensure that no affiliate (as such term is defined in Rule 501(b) under the cost Securities Act) of all blue sky compliance the Company will, and filings.not authorize or knowingly permit any person acting on its or their behalf to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (as such terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; (ek) In to not, and to use its best efforts to ensure that no affiliate (as such term is defined in Rule 501(b) under the event Securities Act) of the Company will, offer, sell or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner that would require the registration of the Notes under the Securities Act; (l) to not, so long as the Notes are outstanding, be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and will not be or become a closed-end investment company required to be registered, but not registered thereunder; (m) to cause each Note to bear the legend set forth in the form of Note attached as Exhibit A to the Indenture until such legend shall no longer be necessary or advisable because the Notes are no longer subject to the restrictions on transfer described therein; (n) promptly to take from time to time such action as the Initial Purchaser may reasonably request to qualify the Notes for offering and sale under the securities laws of such jurisdictions as the Initial Purchaser may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes; provided, however, that in -------- ------- connection therewith the Company shall elect not be required to terminate the Offering after execution qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of this Agreement, process in any jurisdiction where it is not so qualified or so subject or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject; the Company will pay promptly advise the Selling Agent a termination fee Initial Purchaser of $25,000 and the costs incurred receipt by the Selling Agent Company of any notification with respect to the suspension of the qualification of the Notes for legal fees, including sale in any jurisdiction or the preparation initiation or threatening of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000.any proceeding for such purpose; (fo) The shares to comply with the Registration Rights Agreement and all agreements set forth in the representation letters of the Company held by Health IP Partners, LLC shall be distributed to The Depository Trust Company relating to the members approval of such company. Each of Rainwater Capital Partners, LLC, the Trust Notes for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company "book- entry" transfer; (p) for a period of one year following 120 days from the commencement date of the OfferingOffering Memorandum, to not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company (other than the Notes, the Exchange Notes, securities issued in or in connection with the Securitization or in any loan, credit or financing transaction with banks or similar institutions) without the prior written consent of the Initial Purchaser; (q) in connection with the offering, until the completion of the initial resale of the Notes by the Initial Purchaser, neither the Company nor any of its affiliated purchasers (as defined in Rule 10b-6 under the Exchange Act), either alone or with one or more other persons, will bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and neither it nor any of its affiliated purchasers will make bids or purchases for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes; (r) during the period from the Closing Date until three years after the Closing Date, without the prior written consent of the Initial Purchaser, to not, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Notes that have been reacquired by them, except for Notes purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (s) prior to the Closing Date, not to issue any press release or other communication or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company or of which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser which may not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the Initial Purchaser (and, if prior notification is impossible, notification immediately subsequent to such release or communication) such press release or communication is required by law; (t) to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture; (u) to not take any action prior to the Closing Date which in the Company's reasonable judgment would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(c) hereof; and (v) to make its reasonable best efforts, as determined in good faith by the Board of Directors of the Company, to obtain the consents necessary to convert the Notes from Senior Subordinated Indebtedness (as defined in the Indenture) to Senior Indebtedness (as defined in the Indenture) as contemplated by Section 10.18 of the Indenture.

Further Agreements of the Company. The Company covenants and agrees as followsagrees: (a) The Company will To advise you promptly deliver and, if requested by you, to the Selling Agent and its counsel copies of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents confirm such advice in connection with the solicitation of the Subscriptions in the Offering aswriting, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) of the issuance by the Commission or any state securities commission of any stop order suspending the sale qualification or exemption from qualification of the SecuritiesNotes and the Guarantees for offering or sale in any jurisdiction, or of the institution initiation or notice of intended institution threatening of any action or proceeding for that purposesuch purpose by the Commission or any state securities commission or other regulatory authority, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension happening of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain makes any untrue statement of a material fact made in the Preliminary Offering Memorandum or omit the Offering Memorandum untrue or which requires the making of any additions to state any material fact necessary or changes in the Preliminary Offering Memorandum or Offering Memorandum in order to make the statements therein, in the light of the circumstances existing at the time the Offering Documents are so amended or supplementedunder which they were made, not misleading. The Company shall use all reasonable efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or Blue Sky laws and, if at any time any state securities commission shall issue any stop order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or Blue Sky laws, the Company shall use all reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish to you without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as you may reasonably request. The Company consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement. (c) Not to amend or supplement the Offering Memorandum prior to the Closing Date or during the period referred to in (d) below unless you shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than three days after being furnished a copy of such amendment or supplement. The Company shall promptly prepare, upon any reasonable request by you, any amendment or supplement to the Offering Memorandum that may be necessary or advisable in connection with Exempt Resales. (d) The If, in connection with any Exempt Resales or market making transactions after the date of this Agreement and prior to the consummation of the Registered Exchange Offer, any event shall occur that, in the judgment of the Company or in your judgment or the judgment of counsel to you, makes any statement of a material fact in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements in the Offering Memorandum, in the light of the circumstances at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Company will promptly notify you of such event and prepare an appropriate amendment or supplement to the Offering Memorandum so that, at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, (i) the statements in the Offering Memorandum as amended or supplemented, in the light of the circumstances under which they were made, will not be misleading and (ii) the Offering Memorandum will comply with applicable law. (e) Promptly from time to time to take such action as you may reasonably request to qualify the Notes and the Guarantees for offering and sale under the state securities or Blue Sky laws of such jurisdictions as you may request (provided, however, that the Company shall pay, not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or cause to take any action that would subject it to general consent to service of process in any jurisdiction in which it is not now so subject) and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes and the Guarantees. (f) To use all best efforts to do and perform all things required to be paid, all expenses incident to the performance of its obligations done and performed under this Agreement, including, but not limited to, Agreement by it prior to or after the Closing Date and to satisfy all expenses incident conditions precedent on its part to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, Notes and the cost of all blue sky compliance and filingsGuarantees. (eg) In Except as contemplated in the event Registration Rights Agreement, not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Notes and the Guarantees in a manner that would require the registration under the Securities Act of the sale to you or the Eligible Purchasers of the Notes and the Guarantees. (h) For so long as any Notes remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, to make available to any registered holder or beneficial owner of Notes in connection with any sale thereof and any prospective purchaser of Notes from such registered holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act. (i) To use its best efforts to cause the Notes to be eligible for trading in The PORTALSM Market ("PORTAL"), a subsidiary of The Nasdaq Stock Market, Inc., and to permit the Notes to be eligible for clearance and settlement through DTC. (j) To apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the section entitled "Use of Proceeds." (k) To take such steps as shall be necessary to ensure that none of the Company nor any subsidiary of the Company shall elect to terminate become an "investment company" within the Offering after execution meaning of this Agreement, such term under the Investment Company will pay the Selling Agent a termination fee of $25,000 Act and the costs incurred by rules and regulations of the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Commission thereunder. (fl) The shares in Except for borrowings under the Company held by Health IP PartnersNew Credit Facility, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of 180 days from the date of the Offering Memorandum, not to, directly or indirectly, sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of, any debt securities of the Company in a public or private offering for cash having a maturity of more than one year from the date of issue of such securities, except (i) for the Exchange Notes and the Exchange Note Guarantees in connection with the Exchange Offer or (ii) with the prior consent of the Initial Purchasers, which consent shall not be unreasonably withheld. (m) For a period of five years following the commencement Closing Date, to furnish to you copies of all materials furnished by the Company to its shareholders and holders of Notes and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Company's common stock or Notes may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the OfferingCommission thereunder.

Further Agreements of the Company. The Company covenants and agrees as followswith each of the Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or 13 13 supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); 14 14 (f) for so long as the Securities are outstanding, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to subject itself to taxation in respect to doing business in any jurisdiction in which it is not otherwise so subject or to file a general consent to service of process in any jurisdiction; (h) to assist the Initial Purchasers in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through the Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; 15 15 (k) for a period of 90 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations subsidiaries (other than the Securities) without the prior written consent of the Initial Purchasers; (l) during the period from the Closing Date until three years after the Closing Date, without the prior written consent of the Initial Purchasers, not to, and not permit any of its affiliates (as defined in Rule 144 under this Agreementthe Securities Act) to, includingresell any of the Securities that have been reacquired by them, except for Securities (i) purchased by the Company or any of its affiliates (other than Smitx Xxxxxx Xxx.) and resold in a transaction registered under the Securities Act or (ii) purchased by Smitx Xxxxxx Xxx. and resold in a transaction registered under or exempt from the Securities Act; (m) not to, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until CSI on behalf of the Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) (other than Smitx Xxxxxx Xxx.) not to, either alone or with one or more other persons, bid for or purchase, for any account in which such purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers including Smitx Xxxxxx Xxx. not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (o) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchasers; (p) to furnish to each of the Initial Purchasers on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report; (q) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its best efforts to satisfy all conditions precedent contained herein on its part to the delivery of the Securities; 16 16 (r) to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the fees and expenses of counsel and accountants for covenants contained in the Indenture; (s) to use its best efforts to not take any action prior to the Closing Date which would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (t) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchasers are notified), without the prior written consent of the Initial Purchasers, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchasers, such press release or communication is required by law; and (eu) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds". (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchasers: (a) The Company will promptly deliver at any time prior to the Selling Agent and its counsel copies completion of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of distribution by the Company to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale Initial Purchasers of the Securities, or to advise the Initial Purchasers promptly and, if requested, confirm such advice in writing, of the institution or notice of intended institution happening of any action event which makes any statement of a material fact made in the Offering Memorandum untrue or proceeding for that purposewhich requires the making of any additions to or changes (whether through incorporation by reference or otherwise) in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, and (ii) in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any other communication directed to order preventing or suspending the Company by use of the Preliminary Offering Memorandum or the Offering Memorandum, of any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) at any time prior to the completion of the distribution by the Initial Purchasers of the Securities, to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling AgentCompany, to amend or supplement (whether through incorporation by reference or otherwise) so the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement (whether through incorporation by reference or otherwise) the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) unless such reports are available through the Commission’s XXXXX system, for so long as the Securities are outstanding, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale by the Initial Purchasers under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that neither the Company nor any of its Subsidiaries shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject; (h) to assist the Initial Purchasers in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages (“PORTAL”) Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. (“NASD”) relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company (“DTC”); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 45 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities with a maturity greater than one year issued or guaranteed by the Company or any of its obligations Subsidiaries (other than the Securities, the Exchange Securities or under this Agreementthe Revolving Credit Facilities (as defined in the Offering Memorandum)) without the prior written consent of JPMSI; (l) during the period from the Closing Date until two years after the Closing Date, includingwithout the prior written consent of the Initial Purchasers, not to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and not to be or become, or be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until JPMSI on behalf of the Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent active trading in or of raising the price of the Securities; (o) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchasers; (p) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its reasonable best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; (q) to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the fees and expenses of counsel and accountants for covenants contained in the Indenture; (r) to not take any action prior to the Closing Date which would in the Company’s reasonable judgment require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (s) prior to the Closing Date, not to issue any press release or other public communication directly or indirectly (including, without limitation, through a communication on the Company’s website) or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchasers are notified), without the prior written consent of the Initial Purchasers, which consent may not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchaser, such press release or communication is required by law; and (et) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading “Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000proceeds.” (fu) The shares not to take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement any stabilization or manipulation of the Offeringprice of the Securities.

Further Agreements of the Company. The Company covenants and agrees as followswith the Purchaser: (a) The Company will promptly deliver At any time prior to the Selling Agent and its counsel copies of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company first to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing occur of (i) the issuance of any stop order suspending date on which the sale Purchaser receives freely transferable Exchange Certificates in a Registered Exchange Offer (including as a result of the SecuritiesPurchaser having to deliver a prospectus in connection with any resale of Exchange Certificates), or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) the date on which a Shelf Registration Statement is declared effective, (iii) the date on which the Purchaser ceases to own any other communication directed Securities (each of the foregoing capitalized terms are used as defined in the Registration Agreement) and (iv) the date that is the second anniversary of the Closing Date (the "Applicable Date"), to advise the Company by Purchaser promptly and, if requested, confirm such advice in writing, of the happening of any public authority relating event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the possible Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Purchaser promptly of any order preventing or suspending the use of the Offering Memorandum, of any suspension of the qualification of the offer Class C Certificates for offering or sale in any jurisdiction and sale of the initiation or threatening of any proceeding for any such purpose; and to use reasonable efforts to prevent the issuance of any such order preventing or suspending the use of the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) For so long as the Purchaser owns any Securities (as defined in the Registration Agreement), to furnish promptly to the Purchaser as many copies of the Offering Memorandum (and any state.amendments or supplements thereto) as may be reasonably requested; (c) Until For so long as the Termination Purchaser owns any Securities (as defined in the Registration Agreement), prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to each of the Purchaser and counsel for the Purchaser and not to effect any such amendment or supplement to which the Purchaser shall reasonably object by notice to the Company after a reasonable period to review; (d) For so long as the Purchaser owns any Securities (as defined in the Registration Agreement), if, at any time prior to the Applicable Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Company Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law (or to contain current financial information, which may be incorporated by reference), at the request of the Purchaser, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The Company shall payFor so long as the Class C Certificates are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Class C Certificates and prospective purchasers of the Class C Certificates designated by such holders, upon request of such holders or cause such prospective purchasers, the information required to be paiddelivered pursuant to Rule 144A(d)(4) under the Securities Act, all expenses incident unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Class C Certificates and prospective purchasers of the Class C Certificates designated by such holders); (f) For so long as the Purchaser owns any Securities (as defined in the Registration Agreement), to promptly take from time to time such actions as the Purchaser may reasonably request to qualify the Class C Certificates for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Purchaser may designate and to continue such qualifications in effect until the Applicable Date; and to arrange for the determination of the eligibility for investment of the Class C Certificates under the laws of such jurisdictions as the Purchaser may reasonably request; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (g) Arrange for the Class C Certificates to be eligible for clearance and settlement through DTC; (h) Not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Class C Certificates to the performance Purchaser in a manner which would require registration of the Class C Certificates under the Securities Act; (i) Except following the effectiveness of a Registration Statement (as defined in the Registration Agreement), not to, and to cause its obligations affiliates not to, authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Class C Certificates by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Class C Certificates as contemplated by this Agreement; and (j) In connection with sales or potential sales of the Class C Certificates by the Purchaser, includingthe Company agrees to make its officers, but not limited toemployees, all expenses incident independent accountants and legal counsel reasonably available to the delivery Purchaser in connection with each filing of a Form 10-Q, Form 10-K or a Form 8-K by the Securities, Company; provided that the reasonable out- of-pocket fees and expenses of the Company incurred in connection therewith for such accountants and legal counsel and accountants for shall be paid by Purchaser; provided further that if at the time Purchaser requests access to the Company, the cost of filing the Form D 's accountants and amendments thereto, and the cost of all blue sky compliance and filings. (e) In the event legal counsel the Company is engaged in a securities offering and is otherwise making its accountants and legal counsel available in connection therewith Purchaser shall elect to terminate the Offering after execution of this Agreement, only be responsible for any such expenses that the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000would not otherwise have incurred. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchaser: (a) The Company will to advise the Initial Purchaser promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance happening of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of event which makes any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain any untrue statement of a material fact made in the Offering Memorandum untrue or omit which requires the making of any additions to state any material fact necessary or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances existing at the time the Offering Documents are so amended or supplementedunder which they were made, not misleading.; to advise the Initial Purchaser promptly of any order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum, of any suspension of the qualification of the Securities for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (db) The to furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Company after a reasonable period to review; (e) for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) for so long as the Securities are outstanding, to furnish to the Initial Purchaser copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided that the Company shall paynot be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any jurisdiction; (h) to assist the Initial Purchaser in arranging for the Securities to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of (i) Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, and (ii) the Warrant Shelf Registration Statement, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease 14 14 to be applicable to the offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 180 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or cause file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt or equity securities issued or guaranteed by the Company (other than the Securities) without the prior written consent of the Initial Purchaser, which consent shall not be unreasonably withheld; (l) during the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchaser, not to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be paidregistered under Section 8 of the Investment Company Act, all expenses incident and to the performance of its obligations under this Agreementnot be or become, includingor be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until the Initial Purchaser shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (o) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser; (p) to furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report; (q) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; (r) to not take any action prior to the execution and delivery of the Indenture or the Warrant Agreement which, if taken after such execution and delivery, would have violated any of the fees and expenses of counsel and accountants for covenants contained in the Indenture or the Warrant Agreement; 15 15 (s) to not take any action prior to the Closing Date which would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (t) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchaser, such press release or communication is required by law; (eu) In to apply the event net proceeds from the sale of the Securities as set forth in the Offering Memorandum under the heading "Use of Proceeds"; (v) to do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Escrow Agreement, to assure and confirm to the Trustee the security interest in the Escrow Collateral contemplated by the Escrow Agreement or any part thereof, as from time to time constituted, so as to render the Escrow Collateral available for the security and benefit of the Holders; and to take any and all actions reasonably required to cause the Escrow Agreement to create and maintain (to the extent possible under applicable law), as security for the obligations of the Company shall elect to terminate under the Offering after execution Indenture, a valid and perfected first priority security interest in and on all the Escrow Collateral, in favor of this Agreementthe Trustee, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the OfferingHolders.

Further Agreements of the Company. The Company covenants Company, the Issuer and agrees as followsUSGP each agree with the several Initial Purchasers: (a) The Company will promptly deliver at any time prior to being advised by the Selling Agent and its counsel copies Initial Purchasers of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf completion of the Company initial distribution of Securities, to use and distribute copies advise the Initial Purchasers promptly and, if requested, confirm such advice in writing, of the Offering Documents in connection with the solicitation happening of the Subscriptions any event which makes any statement of a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the initiation or threatening of any proceeding for any such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to cooperate with the Initial Purchasers in arranging for the qualification of the Securities for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Securities; PROVIDED, HOWEVER, that in connection therewith, none of the Company, the Issuer or USGP shall be required to qualify as a foreign corporation or to execute a general consent to service of process in any state.jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject; (c) Until if, at any time prior to completion of the Termination Dateresale of the Securities by the Initial Purchasers, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (d) prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (e) at any time prior to being advised by the Initial Purchasers of the completion of the initial distribution of Securities, furnish, without charge, to the Initial Purchasers and their counsel as many copies of the Preliminary Offering Memorandum and the Offering Memorandum or any amendment or supplement thereto as the Initial Purchasers may from time to time reasonably request. The Company consents to the use, in accordance with the provisions of the Securities Act and with the securities or "Blue Sky" laws of the jurisdictions in which the Securities are offered by the several Initial Purchasers and by dealers, of each Preliminary Offering Memorandum and Offering Memorandum furnished by the Company; (f) to apply the net proceeds from the sale of the Securities as set forth in the Offering Memorandum under the heading "Use of Proceeds"; (g) for so long as any of the Securities remain outstanding, the Company will furnish to the Initial Purchasers, upon request, copies of all reports and other communications (financial or otherwise) furnished by the Company, the Issuer or USGP to the Trustee or to the holders of the Securities and, as soon as available, copies of any reports or financial statements furnished to or filed by the Company, the Issuer or USGP with the Commission or any national securities exchange on which any class of securities of the Company, the Issuer or USGP may be listed; (h) not to and to cause its affiliates not to sell, offer for sale or solicit offers to buy or otherwise negotiate in any respect of any "security" (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities; (i) except following the effectiveness of the Exchange Offer Registration Statement and any Shelf Registration Statement, not to, and not to permit any of its affiliates to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (j) to assist the Initial Purchasers in arranging for the Securities to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (k) for a period of 90 days from the date of the Offering Memorandum, without the prior consent of the Initial Purchasers (which consent shall paynot be unreasonably withheld), not to, directly or indirectly, sell, offer to sell, contract to sell, or cause announce or file a registration statement for the offering of any debt securities of the Company, the Issuer or USGP designed to be paidtraded or distributed in the public or private securities markets (other than the Securities and the Exchange Securities and other than in respect of borrowings under the Senior Credit Facilities); (l) during the period from the Closing Date until two years after the Closing Date, all expenses incident to without the performance prior written consent of the Initial Purchasers, not to, and not permit any of its obligations affiliates (as defined in Rule 144 under this Agreement, including, but not limited the Securities Act) to, all expenses incident to resell any of the delivery Securities that have been reacquired by them, except for Securities purchased by the Company, the Issuer or any of their affiliates and resold in a transaction registered under the Securities Act; (m) in connection with the offering of the Securities, until CSI on behalf of the fees Initial Purchasers shall have notified the Company or the Issuer of the completion of the resale of the Securities, not to, and expenses to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of counsel its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and accountants not to, and to cause its affiliated purchasers not to, make bids or purchase for the Companypurpose of creating actual, or apparent, active trading in or of raising the cost price of filing the Form D Securities; (n) in connection with the offering of the Securities, to make its officers, employees, independent accountants and amendments theretolegal counsel reasonably available upon request by the Initial Purchasers; (o) at any time prior to being advised by the Initial Purchasers of the completion of the initial distribution of Securities, upon request of any holder of the Securities, to furnish to such holder, and to any prospective purchaser or purchasers of the cost Securities designated by such holder, information satisfying the requirements of all blue sky compliance and filings. subsection (ed)(4) In of Rule 144A under the event the Company shall elect to terminate the Offering after execution of this AgreementSecurities Act. This covenant, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust except for the Benefit indemnification provisions of Xxxxxxxx XxxxxxSection 9, the Trust is intended to be for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement benefit of the Offeringholders from time to time of the Securities, and prospective purchasers of the Securities designated by such holders.

Further Agreements of the Company. The Company covenants and agrees as followswith each of the Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) for so long as the Securities are outstanding, to make available to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that the Company and its Subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (h) to assist the Initial Purchasers in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 180 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations subsidiaries (other than the Securities, the Exchange Securities or the Interim VMS ABS Facility) without the prior written consent of CSI; (l) during the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchasers, not to, and not permit any of its affiliates (as defined in Rule 144 under this Agreementthe Securities Act) to, includingresell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face- amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and not to be or become, or be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until CSI on behalf of the Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent active trading in or of raising the price of the Securities; (o) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchasers; (p) to furnish to each of the Initial Purchasers on the date hereof a copy of the independent accountants' reports included in the Offering Memorandum signed by the accountants rendering such reports; (q) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; (r) to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the fees and expenses of counsel and accountants for covenants contained in the Indenture; (s) to not take any action prior to the Closing Date which would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (t) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchasers are notified), without the prior written consent of CSI (which consent shall not be unreasonably withheld), unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchasers, such press release or communication is required by law; and (eu) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds". (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followswith each of the Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Selling Agent and its counsel copies Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the use of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering asMemorandum, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish to the Initial Purchasers, without charge, as many copies of the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review, which shall not be in any case longer than five business days after receipt of such copy; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act; (f) for a period of five years following the Closing Date, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture; (g) to use its reasonable best efforts to qualify the Securities for sale under the state securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may reasonably designate and to continue such qualifications in effect for so long as required for the distribution of the Securities; provided, however, that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in any jurisdiction; (h) to use their reasonable best efforts to assist the Initial Purchasers in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates as such term is defined in Rule 501(b) of Regulation D not to, and not to authorize or knowingly permit any person acting on its behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 90 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement (except as required by the Registration Rights Agreement) for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations under this Agreementsubsidiaries (other than the Securities or the Exchange Securities) without the prior written consent of the Initial Purchasers; (l) in connection with the Offering, including, but not limited to, all expenses incident to until CSI on behalf of the delivery Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, neither the fees Company nor any of its affiliated purchasers (as defined in Regulation M under the Exchange Act), either alone or with one or more other persons, will bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and expenses neither it nor any of counsel and accountants its affiliated purchasers will make bids or purchase for the Companypurpose of creating actual, or apparent, active trading in or of raising the cost price of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings.Securities; (em) In in connection with the event offering of the Company shall elect Securities, to terminate make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchasers; (o) to not take any action prior to the Closing Date which would require the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000.Memorandum to be amended or supplemented pursuant to Section 4(d); (fp) The shares to apply the net proceeds from the sale of the Securities substantially as set forth in the Company held by Health IP Partners, LLC shall be distributed to Offering Memorandum under the members heading "Use of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the OfferingProceeds".

Further Agreements of the Company. The Each of the Company covenants and agrees as followsthe --------------------------------- Guarantors agree with each of the Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) for so long as the Securities are outstanding, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10- Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (h) to assist the Initial Purchasers in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 90 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations subsidiaries (other than the Securities) without the prior written consent of XX Xxxxxx, it being understood that the foregoing shall not prohibit the Company or any subsidiary from issuing seller notes to the seller in connection with any acquisition by the Company or any subsidiary as permitted under this the Indenture or making borrowings under the Credit Agreement; (l) during the period from the Closing Date until three years after the Closing Date or, includingif earlier, the completion of the Exchange Offer, without the prior written consent of the Initial Purchasers, not to, and not permit any of its affiliates (as defined in Rule144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for so long as the Securities are outstanding or, if earlier, until such time as the Securities are not "restricted securities" (as defined in Rule 144 under the Securities Act), be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and not to be or become, or be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until JPMorgan on behalf of the Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (o) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchasers; (p) to furnish to each of the Initial Purchasers on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report; (q) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; (r) to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the fees and expenses of counsel and accountants for covenants contained in the Indenture; (s) to not take any action prior to the Closing Date which would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (t) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchasers are notified), without the prior written consent of the Initial Purchasers, which consent shall not be unreasonably withheld or delayed, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchasers, such press release or communication is required by law; and (eu) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities in all material respects as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds". (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followsagrees: (a) The Company will To promptly deliver furnish to the Selling Agent and its counsel Initial Purchasers, without charge, such number of copies of the Pricing Disclosure Package and the Offering Documents and each Memorandum, as may then be amended or supplemented, as they may reasonably request; (b) Not to make any amendment or supplement thereto. The Selling Agent is authorized on behalf to the Pricing Disclosure Package or to the Offering Memorandum of which the Initial Purchasers shall not previously have been advised or to which they shall reasonably object after being so advised; (c) To the use of the Company to use Pricing Disclosure Package and distribute copies the Offering Memorandum, in accordance with state or foreign securities laws of the Offering Documents jurisdictions in which the Securities are offered, by the Initial Purchasers and by all dealers to whom Notes may be sold in connection with the solicitation offering and sale of the Subscriptions in Notes; (d) To advise the Offering asInitial Purchasers promptly, and to the extentconfirm such advice in writing, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) of the occurrence of any event which makes any statement of a material fact made in any of the Pricing Disclosure Package or the Offering Memorandum, as then amended or supplemented, untrue or which requires the making of any additions to or changes in any of the Pricing Disclosure Package or the Offering Memorandum, as then amended or supplemented, in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) of the issuance by any governmental or regulatory authority of any stop order preventing or suspending the sale use of any of the SecuritiesPricing Disclosure Package or the Offering Memorandum or the initiation or, or to the best knowledge of the institution or notice of intended institution Company, threatening of any action or proceeding for that purpose, ; and (iiiii) any other communication directed to of the receipt by the Company by of any public authority relating notice with respect to the possible any suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any of the Pricing Disclosure Package or the Offering Memorandum or suspending any such qualification of the Securities in any state. (c) Until the Termination Dateand, if any such order is issued, will obtain as soon as possible the withdrawal thereof; (e) If, at any time prior to completion of the distribution of the Notes by the Initial Purchasers to Eligible Purchasers, any event relating to occurs or affecting information becomes known that, in the Company, or judgment of which the Company shall be advised in writing by the Selling Agent, shall occur as a result of which it is necessary, or in the opinion of counsel for the Company Initial Purchasers, should be set forth in the Pricing Disclosure Package or the Selling AgentOffering Memorandum so that the Pricing Disclosure Package or the Offering Memorandum, as then amended or supplemented, does not include any untrue statement of 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, or if it is necessary to supplement or amend the Pricing Disclosure Package or the Offering Documents Memorandum in order to comply with any law, to prepare, subject to Section 6(b), an appropriate supplement or amendment thereto, and to expeditiously furnish to the Initial Purchasers and dealers a reasonable number of copies thereof; (f) Not to make any offer to sell or solicitation of an offer to buy the Notes that would constitute a Free Writing Offering Document without the prior consent of the Representatives, which consent shall not be unreasonably withheld or delayed; if at any time following issuance of a Free Writing Offering Document any event occurred or occurs as a result of which such Free Writing Offering Document conflicts with the information in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Documents not misleading Memorandum or, when taken together with the information in light of the circumstances existing at the time it is delivered to a potential purchaser of the SecuritiesPreliminary Offering Memorandum, the Company will forthwith prepare Pricing Disclosure Package or the Offering Memorandum, includes an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain any untrue statement of a material fact or omit omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Offering Documents are so amended or supplementedthen prevailing, not misleading., as promptly as practicable after becoming aware thereof, to give notice thereof to the Initial Purchasers through the Representatives and, if requested by the Representatives, to prepare and furnish without charge to each Initial Purchaser a Free Writing Offering Document or other document which will correct such conflict, statement or omission; (dg) The Promptly from time to time to take such action as the Initial Purchasers may reasonably request to qualify the Notes for offering and sale under state or foreign securities laws of such jurisdictions as the Initial Purchasers may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes; provided that in connection therewith the Company shall paynot be required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any jurisdiction in which it would not otherwise be subject; (h) To furnish to the holders of the Notes as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the date of the Offering Memorandum), to make available to the holders of Notes consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; provided that so long as the Company files periodic reports pursuant to Section 13 or 15(d) of the Exchange Act for the foregoing periods, the Company shall be deemed to comply with this Section 6(h); (i) For a period commencing on the date hereof and ending on the 60th day after the date of the Offering Memorandum (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock or into or for cash based on the market price of the Common Stock (other than the Notes and the warrant transactions described in each of the Pricing Disclosure Package and the Offering Memorandum under “Description of Cash Concurrent Convertible Note Hedge Transactions and Warrant Transactions,” any shares issued upon conversion of the 1.00% Senior Convertible Debentures due 2027 and shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock or into or for cash based on the market price of the Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) file or cause to be paid, all expenses incident filed a registration statement with respect to the performance registration of its obligations under this Agreementany shares of Common Stock or securities convertible, includingexercisable or exchangeable into Common Stock or any other securities of the Company (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, but not limited toin each case without the prior written consent of Barclays Capital Inc. on behalf of the Initial Purchasers, all expenses incident and to cause each officer, director and stockholder of the Company set forth on Schedule 5 hereto to furnish to Barclays Capital Inc., prior to the delivery Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings. (e) In the event the Company shall elect to terminate the Offering after execution of this AgreementLock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will pay release earnings results during the Selling Agent a termination fee 16-day period beginning on the last day of $25,000 the Lock-Up Period, then the restrictions imposed in this paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless Barclays Capital Inc., on behalf of the Initial Purchasers, waives such extension in writing; (j) To apply the net proceeds from the sale of the Notes as set forth in each of the Pricing Disclosure Package and the costs incurred Offering Memorandum under the caption “Use of Proceeds”; (k) Not to resell, directly or indirectly, any of the Notes that have been acquired by any of them, except for Notes purchased by the Selling Agent for legal fees, including Company or any of its affiliates and resold in a transaction registered under the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000.Securities Act; (fl) The shares Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Company held by Health IP Partners, LLC shall Securities Act) that would be distributed integrated with the sale of the Notes in a manner that would require the registration under the Securities Act of the sale to the members of such company. Each of Rainwater Capital Partners, LLC, Initial Purchasers or the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement Eligible Purchasers of the OfferingNotes; (m) To use its best efforts to permit the Notes to be eligible for clearance and settlement through DTC; (n) Between the date hereof and the Initial Delivery Date, not to do or authorize any act or thing that would result in an adjustment of the conversion price or conversion rate of the Notes; and (o) Without the consent of the Representatives, not to take any action prior to the Initial Delivery Date which would require the Pricing Disclosure Package or the Offering Memorandum to be amended or supplemented pursuant to Section 6(e).

Further Agreements of the Company. The Company covenants and agrees as followsagrees: (a) The Company will To advise you promptly deliver and, if requested by you, to the Selling Agent and its counsel copies of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents confirm such advice in connection with the solicitation of the Subscriptions in the Offering aswriting, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) of the issuance by the Commission or any state securities commission of any stop order suspending the sale qualification or exemption from qualification of the SecuritiesNotes and the Guarantees for offering or sale in any jurisdiction, or of the institution initiation or notice of intended institution threatening of any action or proceeding for that purposesuch purpose by the Commission or any state securities commission or other regulatory authority, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension happening of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain makes any untrue statement of a material fact made in the Preliminary Offering Memorandum or omit the Offering Memorandum untrue or which requires the making of any additions to state any material fact necessary or changes in the Preliminary Offering Memorandum or Offering Memorandum in order to make the statements therein, in the light of the circumstances existing at the time the Offering Documents are so amended or supplementedunder which they were made, not misleading. The Company shall use all reasonable efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or Blue Sky laws and, if at any time any state securities commission shall issue any stop order suspending the qualification or exemption of the Notes and the Guarantees under any state securities or Blue Sky laws, the Company shall use all reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish to you without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as you may reasonably request. The Company consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement. (c) Not to amend or supplement the Offering Memorandum prior to the Closing Date or during the period referred to in (d) below unless you shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than three days after being furnished a copy of such amendment or supplement. The Company shall promptly prepare, upon any reasonable request by you, any amendment or supplement to the Offering Memorandum that may be necessary or advisable in connection with Exempt Resales. (d) The If, in connection with any Exempt Resales or market making transactions after the date of this Agreement and prior to the consummation of the Registered Exchange Offer, any event shall occur that, in the judgment of the Company or in your judgment or the judgment of counsel to you, makes any statement of a material fact in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements in the Offering Memorandum, in the light of the circumstances at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, the Company will promptly notify you of such event and prepare an appropriate amendment or supplement to the Offering Memorandum so that, at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, (i) the statements in the Offering Memorandum as amended or supplemented, in the light of the circumstances under which they were made, will not be misleading and (ii) the Offering Memorandum will comply with applicable law. (e) Promptly from time to time to take such action as you may reasonably request to qualify the Notes and the Guarantees for offering and sale under the state securities or Blue Sky laws of such jurisdictions as you may request (provided, however, that the Company shall pay, not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or cause to take any action that would subject it to general consent to service of process in any jurisdiction in which it is not now so subject) and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes and the Guarantees. (f) To use all reasonable best efforts to do and perform all things required to be paid, all expenses incident to the performance of its obligations done and performed under this Agreement, including, but not limited to, Agreement by it prior to or after the Closing Date and to satisfy all expenses incident conditions precedent on its part to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, Notes and the cost of all blue sky compliance and filingsGuarantees. (eg) In Except as contemplated in the event Registration Rights Agreement, not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Notes and the Guarantees in a manner that would require the registration under the Securities Act of the sale to you or the Eligible Purchasers of the Notes and the Guarantees. (h) For so long as any Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, to make available upon request to any registered holder or beneficial owner of Notes in connection with any sale thereof and any prospective purchaser of Notes from such registered holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act. (i) To use its reasonable best efforts to cause the Notes to be eligible for trading in The PORTAL(SM) Market ("PORTAL"), a subsidiary of The Nasdaq Stock Market, Inc., and to permit the Notes to be eligible for clearance and settlement through DTC. (j) To apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the section entitled "Use of Proceeds." (k) To take such steps as shall be necessary to ensure that neither the Company nor any subsidiary of the Company shall elect to terminate become an "investment company" within the Offering after execution meaning of this Agreement, such term under the Investment Company will pay the Selling Agent a termination fee of $25,000 Act and the costs incurred by rules and regulations of the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Commission thereunder. (fl) The shares in Except for borrowings under the Company held by Health IP PartnersNew Credit Facility, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of 180 days from the date of the Offering Memorandum, not to, directly or indirectly, sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of, any debt securities of the Company or any Subsidiary Guarantor in a public or private offering for cash having a maturity of more than one year from the date of issue of such securities, except (i) for the Exchange Notes and the Exchange Note Guarantees in connection with the Exchange Offer or (ii) with the prior consent of the Initial Purchasers, which consent shall not be unreasonably withheld. (m) For a period of three years following the commencement Closing Date, to furnish to you copies of all materials furnished by the Company to holders of Notes and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Company's common stock or Notes may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the OfferingCommission thereunder.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will advise the Initial Purchasers promptly deliver of any proposal to the Selling Agent and its counsel copies of amend or supplement the Offering Documents Memorandum and each will not effect such amendment or supplement theretoto which the Initial Purchasers shall reasonably object after being given notice thereof and reasonable time for review. The Selling Agent is authorized on behalf If, at any time prior to completion of the Company to use and distribute copies resale of the Offering Documents in connection with Units by the solicitation of the Subscriptions in the Offering asInitial Purchasers, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law. Neither the Initial Purchasers' consent to, nor their delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. (b) The Company will furnish to the Initial Purchasers copies of the Offering Memorandum (and all amendments and supplements thereto) as soon as available and in such quantities as the Initial Purchasers shall reasonably request for internal use and for distribution to prospective purchasers, and the Company will furnish to the Initial Purchasers as soon as practicable four copies of the Offering Memorandum signed by a duly authorized officer of the Company, one of which will include the independent accountants' reports therein manually signed by such independent accountants. For so long as any of the Securities are outstanding, if the Company is ever not misleadingsubject to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3- 2(b) under the Exchange Act, the Company will promptly furnish or cause to be furnished to the Initial Purchasers and the holders of the Securities, and, upon request of prospective purchasers of the Securities, to such purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Securities. The Company will pay the expenses of printing and distributing to the Initial Purchasers all such documents. (c) The Company will file on a timely basis with the Commission, to the extent such filings are accepted by the Commission and whether or not the Company has a class of securities registered under the Exchange Act, (i) all annual and quarterly financial statements and other financial information required to be contained in a filing with the Commission on Forms 10-K and 10-Q (which financial statements shall be prepared in accordance with U.S. GAAP), including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual financial information, a report thereon by the Company's certified independent accountants and (ii) all current reports required to be filed with the Commission on Form 8-K, whether or not the Company has such a class of securities registered under the Exchange Act. Such quarterly financial information shall be filed with the Commission within 45 days following the end of each fiscal quarter of the Company, and such annual financial information shall be furnished within 90 days following the end of each fiscal year of the Company. Such annual financial information shall include the geographic segment financial information required to be disclosed by the Company under Item 101(d) of Regulation S-K under the Securities Act. The Company will also be required (a) to file with the Trustee, and provide to each holder, without cost to such holder, copies of such reports and documents within 15 days after the date on which the Company files such reports and documents with the Commission or the date on which the Company would be required to file such reports and documents if the Company were so required, and (b) if filing such reports and documents with the Commission is not accepted by the Commission or is prohibited under the Exchange Act, to supply at the Company's cost copies of such reports and documents to any prospective holder promptly upon request. (d) The Company shall pay, or cause will promptly from time to time exercise best efforts to take such action as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Initial Purchasers may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be paid, all expenses incident necessary to complete the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery resale of the SecuritiesUnits; provided, however, that in connection therewith the fees and expenses Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general consent to service of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingsprocess in any jurisdiction (other than pursuant to an Operative Document) in which it is not now so subject or otherwise subject itself to taxation in any jurisdiction in which it is not otherwise so qualified or subject. (e) In Until the event second anniversary of the Company shall elect to terminate the Offering after execution of this AgreementClosing Date, the Company will pay will, upon request, furnish to the Selling Agent Initial Purchasers and any holder of Securities, a termination fee copy of $25,000 and the costs incurred by restrictions on transfer which the Selling Agent for legal fees, including Company believes are applicable to the preparation of this Agreement. Such reimbursement shall notSecurities; provided, however, exceed that nothing contained herein shall obligate the sum Company to track or trace particular Securities held by anyone other than the Company or any of $15,000its affiliates (as defined in Rule 144 under the Securities Act). (f) The shares in In connection with the offering, until the Initial Purchasers shall have notified the Company held by Health IP Partnersof the completion of the resale of the Units, LLC shall be distributed neither the Company nor any of its affiliates have bid for or purchased or will bid for or purchase, either alone or with one or more other persons, for any account in which they or any of their affiliates have a beneficial interest any Units nor have they attempted or will they attempt to induce any person to purchase any Units; and neither they nor any of their affiliates will make bids or purchases for the members purpose of such company. Each creating actual, or apparent, active trading in, or of Rainwater Capital Partners, LLCraising the price of, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for Units. (g) For a period of 90 days after the date hereof, neither the Company nor any of its direct or indirect subsidiaries will (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any debt securities issued or guaranteed by the Company or any such subsidiary and having a maturity of more than one year from the date of issue other than pursuant to obligations under registration rights agreements or (ii) directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of) any shares of Common Stock (other than shares issued through private placements in connection with the acquisition of the capital stock or assets of another company, shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), in each case, without the prior written consent of the Initial Purchasers. Neither the Company nor any of its direct or indirect subsidiaries will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Securities. (h) The Company will indemnify and hold harmless the Initial Purchasers against any documentary, stamp or similar issuance tax, including any interest and penalties, on the creation, issuance and sale of the Securities and on the initial resale thereof by the Initial Purchasers and on the execution and delivery of this Agreement. All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. (i) The Company will apply the net proceeds from the sale of the Units as set forth in the Offering Memorandum under the caption "Use of Proceeds." (j) The Company will enter into the Escrow Agreement pursuant to which it shall pledge to the Trustee for the benefit of the holders of the Units and the Notes and deposit in the escrow account (the "Escrow ------ Account") held by the Escrow Agent, for the benefit of the Trustee and the ------- holders of the Units and the Notes, U.S. dollar denominated government securities in such amount as shall be sufficient upon scheduled interest and principal payments of such U.S. government securities to provide for the payment in full of the first six scheduled interest payments on the Units and/or the Notes, as applicable (excluding any Additional Amounts and any Liquidated Damages (each as defined in the Indenture)). (k) Between the date hereof and the Closing Date (both dates inclusive), the Company will notify and consult with the Initial Purchasers, and cause its subsidiaries and all other parties acting on its or their behalf to notify and consult with the Initial Purchasers, prior to issuing any announcement which could be material in the context of the distribution of the Securities. (l) The Company will promptly inform the Initial Purchasers of any communications received by it from any governmental or regulatory agency or authority, including, without limitation, any German or Italian regulatory authority, the Luxembourg Stock Exchange, or the Commission, relating to the offering of the Securities and to furnish the Initial Purchasers with copies thereof. (m) The Company will take such steps as shall be necessary to ensure that neither the Company nor any subsidiary shall become an "investment company" within the meaning of such term under the Investment Company Act and the rules and regulations of the Commission thereunder. (n) The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the offering of the Securities. (o) The Company will use its best efforts to have the Units admitted to trading on the Luxembourg Stock Exchange as promptly as practicable after the date hereof; the Company will use its best efforts to have the Notes admitted to trading on the Luxembourg Stock Exchange as promptly as practicable after the Separation Date (as defined in the Offering Memorandum); the Company will use its best efforts to maintain the listing of Units and, following the commencement Separation Date, of Notes on the Luxembourg Stock Exchange. If the Units or, following the Separation Date, the Notes ceases to be listed on the Luxembourg Stock Exchange, the Company shall endeavor promptly to list such Units or Notes, as the case may be, on a stock exchange to be agreed between the Company and the Initial Purchasers. (p) The Company will use its best efforts to cause the Units, Notes and Warrants to be eligible for inclusion in the Private Offerings, Resale and Trading through Automated Linkages Market of The Nasdaq Stock Market, Inc. (the "PORTAL Market"). ------------- (q) The Company will cause each of Xxxxxxx Ernst & Young, AG and Xxxxx Xxxxxxxx S.p.A. to deliver an initial comfort letter, dated the date hereof, to the Initial Purchasers in form and substance reasonably satisfactory to the Initial Purchasers at or prior to the time copies of the OfferingOffering Memorandum are furnished to the Initial Purchasers.

Further Agreements of the Company. The Company covenants and agrees as followsagrees: (a) The Company will To advise you promptly deliver and, if requested by you, to the Selling Agent and its counsel copies of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents confirm such advice in connection with the solicitation of the Subscriptions in the Offering aswriting, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance by the Commission or any state securities commission of any stop order suspending the qualification or exemption from qualification of any Series A Notes for offering or sale of the Securitiesin any jurisdiction, or of the institution or notice of intended institution initiation of any action or proceeding for that purposesuch purpose by the Commission or any state securities commission or other regulatory authority, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension happening of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain makes any untrue statement of a material fact made in the Preliminary Offering Memorandum or omit the Offering Memorandum untrue or which requires the making of any additions to state any material fact necessary or changes in the Preliminary Offering Memorandum or the Offering Memorandum in order to make the statements therein, in the light of the circumstances existing at the time the Offering Documents are so amended or supplementedunder which they were made, not misleading. The Company shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of the Series A Notes by the Commission or under any state securities or Blue Sky laws and, if at any time any state securities commission shall issue any stop order suspending the qualification or exemption of the Series A Notes under any state securities or Blue Sky laws, the Company shall use every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (b) To furnish to you, without charge, as many copies of the Offering Memorandum, and any amendments or supplements thereto, as you may reasonably request. The Company consents to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement. (c) Not to amend or supplement the Offering Memorandum prior to the Closing Date or during the period referred to in (d) below unless you shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than three days after being furnished a copy of such amendment or supplement. The Company shall promptly prepare, upon any reasonable request by you, any amendment or supplement to the Offering Memorandum that may be necessary or advisable in connection with Exempt Resales. (d) If, in connection with any Exempt Resales or market making transactions after the date of this Agreement and prior to the consummation of the Exchange Offer, any event shall occur that, in the judgment of the Company or in the judgment of counsel to you, makes any statement of a material fact in the Offering Memorandum untrue or that requires the making of any additions to or changes in the Offering Memorandum in order to make the statements in the Offering Memorandum, in light of the circumstances at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with all applicable laws, the Company shall promptly notify you of such event and prepare an appropriate amendment or supplement to the Offering Memorandum so that (i) the statements in the Offering Memorandum as amended or supplemented will, in light of the circumstances at the time that the Offering Memorandum is delivered to prospective Eligible Purchasers, not be misleading and (ii) the Offering Memorandum will comply with applicable law. (e) To cooperate with you and your counsel in connection with the qualification of the Series A Notes for offer and sale by you and by dealers under the state securities or Blue Sky laws of such jurisdictions as you may request (provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not now so qualified or to take any action that would subject it to general consent to service of process in any jurisdiction in which it is not now so subject). The Company shall paycontinue such qualification in effect so long as required by law for distribution of the Series A Notes and shall file such consents to service of process or other documents as may be necessary in order to effect such qualification. (f) Not to voluntarily claim, or cause and to actively resist any attempts to claim, the benefit of any usury laws against the holders of the Series A Notes. (g) Prior to the Closing Date, to furnish to you, as soon as they have been prepared, a copy of any internal consolidated financial statements of the Company for any period subsequent to the period covered by the financial statements appearing in the Offering Memorandum. (h) To use its reasonable best efforts to do and perform all things required to be paid, all expenses incident to the performance of its obligations done and performed under this Agreement, including, but not limited to, Agreement by it prior to or after the Closing Date and to satisfy all expenses incident conditions precedent on its part to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingsSeries A Notes. (ei) In Not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the event Act) that would be integrated with the sale of the Series A Notes in a manner that would require the registration under the Act of the sale to you or the Eligible Purchasers of Series A Notes. (j) For so long as any of the Notes remain outstanding and during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, to make available to any registered holder or beneficial owner of Series A Notes in connection with any sale thereof and any prospective purchaser of such Series A Notes from such registered holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act. (k) To comply with its agreements in the Registration Rights Agreement, and all agreements set forth in the representation letters of the Company to DTC relating to the approval of the Notes by DTC for "book-entry" transfer. (l) To cause the Exchange Offer, if available, to be made in the appropriate form, as contemplated by the Registration Rights Agreement, to permit registration of the Series B Notes to be offered in exchange for the Series A Notes, and to comply with all applicable federal and state securities laws in connection with the Registered Exchange Offer. (m) To use its best efforts to effect the inclusion of the Notes in the National Association of Securities Dealers, Inc. Automated Quotation System - PORTAL ("PORTAL") and to permit the Notes to be eligible for ------ clearance and settlement through DTC. (n) To apply the net proceeds from the sale of the Series A Notes being sold by the Company as set forth in the Offering Memorandum under the caption "Use of Proceeds." (o) To take such steps as shall be necessary to ensure that the Company shall elect to terminate not become an "investment company" within the Offering after execution meaning of this Agreement, such term under the Investment Company will pay the Selling Agent a termination fee Act of $25,000 1940 and the costs incurred by rules and regulations of the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Commission thereunder. (fp) The shares in For a period of five years following the Closing Date or until there are no longer any Notes outstanding, to furnish to the Initial Purchaser as soon as available copies of any annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company held by Health IP Partners, LLC shall be distributed to the members Trustee or to the holders of such company. Each of Rainwater Capital Partnersthe Notes pursuant to the Indenture. (q) Except for borrowings under the Credit Agreement, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following 90 days from the commencement date of the OfferingOffering Memorandum, not to, directly or indirectly, sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition in the future of), any debt securities of the Company, except (i) for the Exchange Notes in connection with the Exchange Offer or (ii) with the prior consent of the Initial Purchaser.

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchaser: (a) The Company will promptly deliver at any time prior to the Selling Agent and its counsel copies completion of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of distribution by the Company to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale Initial Purchaser of the Securities, or to advise the Initial Purchaser promptly and, if requested, confirm such advice in writing, of the institution or notice of intended institution happening of any action event which makes any statement of a material fact made in the Offering Memorandum untrue or proceeding for that purposewhich requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, and (ii) in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly of any other communication directed to order preventing or suspending the Company by use of the Preliminary Offering Memorandum or the Offering Memorandum, of any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) at any time prior to the completion of the distribution by the Initial Purchaser of the Securities, to furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchaser, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) for so long as the Securities are outstanding, to furnish to the Initial Purchaser copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Securities for offering and sale by the Initial Purchaser under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided that neither the Company nor any of its subsidiaries shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject; (h) to assist the Initial Purchaser in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 45 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities with a maturity greater than one year issued or guaranteed by the Company or any of its obligations Subsidiaries (other than the Securities, the Exchange Securities or under this Agreementthe Revolving Credit Facilities (as defined in the Offering Memorandum)) without the prior written consent of the Initial Purchaser; (l) during the period from the Closing Date until two years after the Closing Date, includingwithout the prior written consent of the Initial Purchaser, not to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment Company, unit investment trust or face- amount certificate Company that is or is required to be registered under Section 8 of the Investment Company Act, and not to be or become, or be or become owned by, a closed-end investment Company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until the Initial Purchaser shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent active trading in or of raising the price of the Securities; (o) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser; (p) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its reasonable best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; (q) to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the fees and expenses of counsel and accountants for covenants contained in the Indenture; (r) to not take any action prior to the Closing Date which would in the Company's reasonable judgment require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (s) prior to the Closing Date, not to issue any press release or other public communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, which consent may not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchaser, such press release or communication is required by law; and (et) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds". (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in light of the circumstances under which they were made, not misleading and not to effect such amendment or supplementation without the consent of the Initial Purchasers, which consent shall not be unreasonably withheld; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the Securitiespreliminary offering memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offer- ing or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use best efforts to prevent the issuance of any such order preventing or suspending the use of the preliminary offering memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the preliminary offering memorandum and the Offering Memorandum (and of any amendments or supplements thereto) as may be reasonably requested; to furnish to the Initial Purchasers on the date hereof two copies of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report; and the Company hereby consents to the use of the preliminary offering memorandum and the Offering Memorandum, and any amendments and supplements thereto, in connection with resales of the Securities; (c) if the delivery of the Offering Memorandum is required at any time in connection with the sale of the Securities in and if at such time any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company events shall be advised in writing by the Selling Agent, shall occur have occurred as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an Memorandum as then amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain any 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 existing at the time under which they were made when the Offering Documents are so amended or supplementedMemorandum is delivered, not misleading., or if for any other reason it shall be necessary at such time to amend or supplement the Offering Memorandum in order to comply with any law, to notify the Initial Purchasers immediately thereof, and to promptly prepare and furnish to the Initial Purchasers an amended Offering Memorandum or a supplement to the Offering Memorandum which will correct such statement or omission or effect such compliance. The Initial Purchasers' delivery of any such amendment or supplement shall not constitute a waiver of any of the conditions set forth in Section 5 hereof; (d) The during the five year period following the Closing Date, to furnish to the Initial Purchasers all public reports and all reports, documents, information and financial statements furnished by the Company shall payto the Commission pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (e) for so long as it is required to do so under the Indenture, upon request of any holder of the Securities, to furnish to such holder, and to any prospective purchaser or cause purchasers of the Securities designated by such holder, information satisfying the requirements of subsection (d)(4) of Rule 144A under the Securities Act. This covenant is intended to be paidfor the benefit of the holders from time to time of the Securities, and prospective purchasers of the Securities designated by such holders; (f) to use the proceeds from the sale of the Securities in the manner described in the Offering Memorandum under the caption "Use of Proceeds"; (g) to assist the Initial Purchasers, at their reasonable request, in arranging to cause the Securities to be designated as PORTAL securities in accordance with the rules and regulations of the NASD; (h) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchasers; (i) to do and perform all expenses incident things required to the performance of its obligations be done and performed under this Agreement, including, but not limited to, Agreement by it that are within its control prior to or after the Closing Date and to use its best efforts to satisfy all expenses incident conditions precedent on its part to the delivery of the Securities; (j) except following the effectiveness of the Exchange Offer or Shelf Registration Statement, as the fees and expenses case may be, to not, to use its best efforts to ensure that no affiliate (as such term is defined in Rule 501(b) under the Securities Act) of counsel and accountants for the Company, the cost of filing the Form D and amendments theretoCompany will, and to not authorize or knowingly permit any person acting on its or their behalf to, solicit any offer to buy or offer to sell the cost Securities by means of all blue sky compliance and filings.any form of general solicitation or general advertising (as such terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; (ek) In to not, and to use its best efforts to ensure that no affiliate (as such term is defined in Rule 501(b) under the event Securities Act) of the Company will, offer, sell or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Securities Act; (l) to not, so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder; (m) to cause each Security to bear the legend set forth in the form of Security attached as Exhibit A to the Indenture until such legend shall elect no longer be necessary or advisable because the Securities are no longer subject to terminate the Offering after execution restrictions on transfer described therein; (n) promptly to take from time to time such action as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities laws of this Agreement, such jurisdictions as the Company will pay Initial Purchasers may request and to comply with such laws so as to permit the Selling Agent a termination fee continuance of $25,000 sales and dealings therein in such jurisdictions for as long as may be necessary to complete the costs incurred by distribution of the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall notSecurities; provided, however, exceed that in connection therewith neither the sum Company nor any Subsidiary shall be required to qualify as a foreign corporation or to file a general consent to service of $15,000.process in any jurisdiction where it is not so qualified or so subject. The Company will promptly advise the Initial Purchasers of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (fo) The shares to comply with the Registration Rights Agreement and all agreements set forth in the representation letters of the Company held by Health IP Partners, LLC shall be distributed to The Depository Trust Company relating to the members approval of such company. Each of Rainwater Capital Partnersthe Securities for "book-entry" transfer; (p) other than borrowings under the Senior Credit Facility, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following 180 days from the commencement date of the OfferingOffering Memorandum, to not offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company (other than the Securities or the Exchange Securities) without the prior written consent of the Initial Purchasers, which consent shall not be unreasonably withheld. The Company will not offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offer and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (q) in connection with the offering, until the completion of the resale of the Securities, neither the Company nor any of its affiliated purchasers (as defined in Rule 10b-6 under the Exchange Act), either alone or with one or more other persons, will bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and neither it nor any of its affiliated purchasers will make bids or purchases for the purpose of creating actual, or apparent, active trading in the Securities or of raising the price of the Securities; (r) during the period from the Closing Date until three years after the Closing Date, without the prior written consent of the Initial Purchasers, to not, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (s) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Initial Purchasers is notified), without the prior written consent of the Initial Purchasers, unless in the judgment of the Company and its counsel, and after notification to the Initial Purchasers, such press release or communication is required by law; (t) to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture; and (u) to not take any action prior to the Closing Date which in the Company's reasonable judgment would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(c) hereof. (v) Notwithstanding any provision of Sections 4(a) or (c) to the contrary, the Company's obligations under Sections 4(a) and (c) shall terminate on the earliest to occur of (i) 180 days after the Closing Date, (ii) the Exchange Date, (iii) the effective date of a Shelf Registration Statement pursuant to the Registration Rights Agreement and (iv) the date upon which the Initial Purchasers and their affiliates cease to hold Securities acquired as part of the initial distribution, the occurrence of which the Initial Purchaser shall promptly notify the Company.

Further Agreements of the Company. The Company covenants and agrees as followswith each of the Underwriters: (a) The Company will promptly deliver That, if the Effective Time is prior to the Selling Agent execution and its counsel copies delivery of this Agreement, to file the Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Representatives, subparagraph (4)) of Rule 424(b) within the time period prescribed by such rule and will provide evidence satisfactory to the Representatives of such timely filing; (b) To advise the Representatives promptly of any proposal to amend or supplement the Registration Statement or the Prospectus and not to effect such amendment or supplementation without the consent of the Offering Documents Representatives; to file promptly all reports and each amendment any definitive proxy or supplement thereto. The Selling Agent is authorized on behalf information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Company Exchange Act subsequent to use and distribute copies the date of the Offering Documents Prospectus and for so long as the delivery of a prospectus is required in connection with the solicitation offering or sale of the Subscriptions in Securities; to advise the Offering asRepresentatives promptly of the receipt of any comments from the Commission and of any amendment or supplementation of the Registration Statement or the Prospectus, or of any request by the Commission therefor, and of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose of which the Company is aware; to advise the Representatives promptly of any order preventing or suspending the use of any prospectus relating to the extentSecurities of which the Company is aware, permitted by federal of the suspension of the qualification of such Securities for offering or sale in any jurisdiction and applicable state securities laws. (b) The of the initiation or threatening of any proceeding for any such purpose of which the Company will promptly notify the Selling Agent, by telephone is aware; and in writing of (i) to use its best efforts to prevent the issuance of any stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification and, if any such stop order or order or suspension is issued, to obtain the lifting thereof at the earliest possible time; (c) To furnish promptly to each of the Representatives and counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith; and to deliver promptly without charge to the Representatives such number of the following documents as the Representatives may from time to time reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the Indenture); (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and (iii) any document incorporated by reference in the Prospectus (excluding exhibits thereto); (d) If the delivery of a prospectus is required at any time in connection with the sale of the Securities, Securities and if at such time any condition exists or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur have occurred as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an Prospectus as then amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain any 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 existing at the time the Offering Documents are so amended or supplementedunder which they were made when such Prospectus is delivered, not misleading., or if for any other reason it shall be necessary at such time to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act or the Exchange Act to notify the Representatives immediately thereof, and to promptly prepare and file with the Commission an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission, effect such compliance, or to file such document for incorporation by reference into the Prospectus; (de) The To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company shall payor the Representatives, be required by the Act or requested by the Commission or advisable in connection with the distribution of the Securities; (f) Prior to filing with the Commission any (i) Preliminary Prospectus, (ii) amendment to the Registration Statement or supplement to the Prospectus, (iii) any document incorporated by reference in the Prospectus, or cause (iv) any Prospectus pursuant to Rule 424 under the Act, to furnish a copy thereof to the Representatives and counsel for the Underwriters, and not to file any such document to which the Representatives shall reasonably and timely object after having been given reasonable notice of the proposed filing thereof; (g) As soon as practicable, to make generally available to the Company's security holders and to deliver to the Representatives an earnings statement of the Company and its Subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158); (h) For so long as any of the Securities are outstanding, to furnish to the Representatives copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such documents, reports and information as shall be furnished by the Company to the Trustee, to the holders of the Securities, or to any national securities exchange on which any class of securities of the Company is listed, pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (i) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided, that in connection therewith the Company and the Subsidiaries shall not be required to qualify as foreign corporations in any jurisdictions in which they are not so qualified or to file a general consent to service of process in any jurisdiction or to take any action that would subject it to taxation in any jurisdiction in which it is not now so subject other than as to matters and transactions relating to the Prospectus, the Registration Statement, any Preliminary Prospectus or the offering or sale of the Securities; (j) To apply the net proceeds from the sale of the Securities being sold by the Company as set forth in the Prospectus under the caption "Use of Proceeds;" (k) To do and perform all things required to be paid, all expenses incident to the performance of its obligations done and performed by it under this AgreementAgreement that are within its control prior to or after the Closing Date, including, but not limited to, and to use its best efforts to satisfy all expenses incident conditions precedent on its part to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings.; and (el) In To not take any action prior to the event execution and delivery of the Company shall elect to terminate Indenture which, if taken after such execution and delivery, would have violated any of the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000. (f) The shares covenants contained in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the OfferingIndenture.

Further Agreements of the Company. The Company covenants and agrees as followswith each of the several Initial Purchasers: (a) The Company will promptly deliver to the Selling Agent and its counsel copies of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized advise CSI on behalf of the Company to use and distribute copies Initial Purchasers promptly and, if requested, confirm such advice in writing, of the Offering Documents in connection with the solicitation happening of the Subscriptions any event which makes any statement of a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise CSI on behalf of the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to use reasonable best efforts to obtain the lifting thereof at the earliest possible time; (b) to furnish to CSI on behalf of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to CSI on behalf of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which CSI on behalf of the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless Holding or the Company (x) is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act or (y) is otherwise filing reports under Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) for so long as the Securities are outstanding or for a period of no more than three years, whichever is shorter, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by any of the Riverwood Companies with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall paybe furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) prior to the completion of the resale of the Securities by the Initial Purchasers, to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such United States jurisdictions as CSI on behalf of the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for such resale of the Securities; provided that the Riverwood Companies and the Company's subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (h) to assist CSI on behalf of the Initial Purchasers in arranging for the Securities to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through DTC; (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause their affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the Offering as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 120 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by any of the Riverwood Companies or any of the Company's subsidiaries (other than promissory notes or other debt securities issued or guaranteed in de minimis amounts in the ordinary course of business, the Securities or the Exchange Securities) without the prior written consent of CSI on behalf of the Initial Purchasers, which consent shall not be unreasonably withheld; (l) during the period from the Closing Date until two years after the Closing Date, without the prior written consent of CSI on behalf of the Initial Purchasers which consent shall not be unreasonably withheld, not to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or its affiliates and resold in a transaction registered under the Securities Act; (m) in connection with the Offering, until CSI on behalf of the Initial Purchasers shall have notified the Company of the completion of the resale of the Securities by the Initial Purchasers, not to, and to cause its affiliated purchasers (as defined in Rule 100 of Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities; (n) in connection with the Offering, to make the officers, employees, independent accountants and legal counsel of the Riverwood Companies and the Company's subsidiaries reasonably available upon request by CSI on behalf of the Initial Purchasers; (o) to furnish, or cause to be paidfurnished, all expenses incident to CSI on behalf of the Initial Purchasers on the date hereof or as soon thereafter as practicable, but in any case not later than the Closing Date, two copies of each of the independent accountants' reports included in the Offering Memorandum signed by the accountants rendering such reports; (p) to not take any action prior to the performance execution and delivery of its obligations under this Agreementthe Indenture which, includingif taken after such execution and delivery, but not limited to, would have violated any of the covenants contained in the Indenture; (q) to use reasonable best efforts to satisfy all expenses incident conditions precedent to the delivery of the Securities; (r) to use its reasonable best efforts not to take any action prior to the Closing Date which, the fees and expenses of counsel and accountants for in the Company's reasonable judgment, would require the cost Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (s) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Riverwood Companies or the Company's subsidiaries, their condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of filing business and consistent with the Form D past practices of the Riverwood Companies or the Company's subsidiaries and amendments theretoof which CSI on behalf of the Initial Purchasers is notified), without the prior written consent of CSI on behalf of the Initial Purchasers, unless in the judgment of the Company and its counsel, and after notification to CSI on behalf of the cost of all blue sky compliance and filings.Initial Purchasers, such press release or communication is required by law; and (et) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds". (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants agrees, at its expense and agrees without expense to the Underwriter, as follows: 1. To make available and to continue to make available and supply such financial statements and other information to and as may be required by the Commission or the proper public bodies in the statues in which the Interests may be registered for sale. 2. As soon as the Company is informed thereof, to orally advise the Underwriter as follows: (a) The Company will promptly deliver to when the Selling Agent and its counsel copies of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities laws.Registration Statement becomes effective; (b) The when any post-effective amendment to the Registration Statement becomes effective; (c) of any request of the Commission for amendments to the Registration Statement or related Prospectus or for additional information; (d) of the issuance by the commission of any stop order suspending the effectiveness of the Registration Statement or of the initiation of any proceedings for that purpose; and (e) of any material adverse change in its financial position or operating condition and of any development materially affecting the Company will promptly notify or rendering untrue or misleading any material statement in the Selling Agent, by telephone and in writing of (i) Registration Statement or Prospectus. 3. To make every reasonable effort to prevent the issuance of any stop order suspending the sale effectiveness of the SecuritiesRegistration Statement, or and, if such stop order is entered at any time, the Company shall use its best efforts to obtain withdrawal of the institution or notice same at the earliest possible moment. 4. To make available to the Underwriter (a) prior to the Effective Date, copies of intended institution such preliminary Prospectus filed with the Commission bearing in red ink the statement required by the rules of the commission, (b) on and from time to time after the Effective Date, copies of the Prospectus and, if applicable, of any action amended or proceeding for that purpose, supplemented Prospectus; and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer and sale of the Securities in any state. (c) Until as soon as they are available and from time to time thereafter, copies of each Prospectus prepared for the Termination Datepurpose of permitting compliance with Section 10 of the Act and, if applicable, of any amended or supplemented Prospectus; and the number of copies to be delivered in each such case will be such as the Underwriter may reasonably request. 5. To make available for your inspection, one executed copy of the Registration Statement, including all exhibits and amendments thereto. 6. For the period after the Effective Date during which the Prospectus is required by law to be used, if any event relating to or affecting the Company, or of which the Company change shall be advised in writing by the Selling Agent, shall occur have occurred as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare Prospectus includes an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain any untrue statement of a material fact or omit omits to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Offering Documents under which they are so amended or supplementedmade, not misleading, forthwith to prepare and make available to the Underwriter supplements or an amended Prospectus correcting the untrue statements or supplying the omission. (d) The Company shall pay, or cause to be paid, all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings. (e) 7. In the event that revisions of the Company Prospectus pursuant to the provisions of Section 10 of the Act shall elect become necessary, to terminate the Offering after execution Prospectus, to file copies thereof with the Commission, and to make available copies of this Agreementthe amended, supplemented, or revised Prospectus to the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Underwriter. (f) The shares 8. To use its best efforts in causing the Interest covered by this Agreement to be registered for sale on terms consistent with those stated in the Company held effective Registration Statement under the so-called Blue Sky Laws in such states as may be agreed upon. 9. If applicable, to issue to its Holders financial statements prepared by Health IP Partners, LLC shall be distributed an independent certified public accountant and to make the same available to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the OfferingUnderwriter at least annually.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will advise the Initial Purchaser promptly deliver of any proposal to the Selling Agent and its counsel copies of amend or supplement the Offering Documents Memorandum and each will not effect such amendment or supplement theretoto which the Initial Purchaser shall reasonably object after being given notice thereof and reasonable time for review. The Selling Agent is authorized on behalf If, at any time prior to completion of the Company to use and distribute copies resale of the Offering Documents in connection with Notes by the solicitation of the Subscriptions in the Offering asInitial Purchaser, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law. Neither the Initial Purchaser's consent to, nor its delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6. (b) The Company will furnish to the Initial Purchaser copies of the Offering Memorandum (and all amendments and supplements thereto) as soon as available and in such quantities as the Initial Purchaser shall reasonably request for internal use and for distribution to prospective purchasers, and the Company will furnish to the Initial Purchaser as soon as practicable four copies of the Offering Memorandum (including four copies of the Supplement), each signed by a duly authorized officer of the Company, one of which will include the independent accountants' reports therein manually signed by such independent accountants. For so long as any of the Securities are outstanding, if the Company is ever not misleadingsubject to Section 13 or 15(d) of the Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Company will promptly furnish or cause to be furnished to the Initial Purchaser and the holders of the Securities, and, upon request of prospective purchasers of the Securities, to such purchasers, copies of the information required to be delivered to holders and prospective purchasers of the Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Securities. The Company will pay the expenses of printing and distributing to the Initial Purchaser all such documents. (c) The Company will file on a timely basis with the Commission, to the extent such filings are accepted by the Commission and whether or not the Company has a class of securities registered under the Exchange Act, (i) all annual and quarterly financial statements and other financial information required to be contained in a filing with the Commission on Forms 10-K and 10-Q (which financial statements shall be prepared in accordance with U.S. GAAP), including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual financial information, a report thereon by the Company's certified independent accountants and (ii) all current reports required to be filed with the Commission on Form 8-K. Such quarterly financial information shall be filed with the Commission within 45 days following the end of each fiscal quarter of the Company, and such annual financial information shall be furnished within 90 days following the end of each fiscal year of the Company. Such annual financial information shall include the geographic segment financial information required to be disclosed by the Company under Item 101(d) of Regulation S-K under the Securities Act. The Company will also be required (a) to file with the Trustee, and provide to each holder, without cost to such holder, copies of such reports and documents within 15 days after the date on which the Company files such reports and documents with the Commission or the date on which the Company would be required to file such reports and documents if the Company were so required, and (b) if filing such reports and documents with the Commission is not accepted by the Commission or is prohibited under the Exchange Act, to supply at the Company's cost copies of such reports and documents to any prospective holder promptly upon request. (d) The Company shall pay, or cause will promptly from time to time exercise best efforts to take such action as the Initial Purchaser may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as the Initial Purchaser may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be paid, all expenses incident necessary to complete the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery resale of the SecuritiesNotes; provided, however, that in connection therewith the fees and expenses Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general consent to service of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingsprocess in any jurisdiction (other than pursuant to an Operative Document) in which it is not now so subject or otherwise subject itself to taxation in any jurisdiction in which it is not otherwise so qualified or subject. (e) In Until the event second anniversary of the Company shall elect to terminate the Offering after execution of this AgreementClosing Date, the Company will pay will, upon request, furnish to the Selling Agent Initial Purchaser and any holder of Securities, a termination fee copy of $25,000 and the costs incurred by restrictions on transfer which the Selling Agent for legal fees, including Company believes are applicable to the preparation of this Agreement. Such reimbursement shall notSecurities; provided, however, exceed that nothing contained herein shall obligate the sum Company to track or trace particular Securities held by anyone other than the Company or any of $15,000its affiliates (as defined in Rule 144 under the Securities Act). (f) The shares in In connection with the offering, until the Initial Purchaser shall have notified the Company held by Health IP Partnersof the completion of the resale of the Notes, LLC shall be distributed neither the Company nor any of its affiliates have bid for or purchased or will bid for or purchase, either alone or with one or more other persons, for any account in which they or any of their affiliates have a beneficial interest any Notes nor have they attempted or will they attempt to induce any person to purchase any Notes; and neither they nor any of their affiliates will make bids or purchases for the members purpose of such company. Each creating actual, or apparent, active trading in, or of Rainwater Capital Partners, LLCraising the price of, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for Notes. (g) For a period of 90 days after the date hereof, neither the Company nor any of its direct or indirect subsidiaries will (i) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any debt securities issued or guaranteed by the Company or any such subsidiary and having a maturity of more than one year following from the commencement date of issue other than pursuant to obligations under registration rights agreements or (ii) directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of) any shares of Common Stock (other than shares issued through private placements in connection with the acquisition of the Offeringcapital stock or assets of another company, shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any shares of Common Stock (other than the grant of options pursuant to option plans existing on the date hereof), in each case, without the prior written consent of the Initial Purchaser. Neither the Company nor any of its direct or indirect subsidiaries will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Securities. (h) The Company will indemnify and hold harmless the Initial Purchaser against any documentary, stamp or similar issuance tax, including any interest and penalties, on the creation, issuance and sale of the Securities and on the initial resale thereof by the Initial Purchaser and on the execution and delivery of this Agreement. All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made. (i) The Company will apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the caption "Use of Proceeds." (j) Between the date hereof and the Closing Date (both dates inclusive), the Company will notify and consult with the Initial Purchaser, and cause its subsidiaries and all other parties acting on its or their behalf to notify and consult with the Initial Purchaser, prior to issuing any announcement which could be material in the context of the distribution of the Securities. (k) The Company will promptly inform the Initial Purchaser of any communications received by it from any governmental or regulatory agency or authority, including, without limitation, any German or Italian regulatory authority, any relevant stock exchange or trading market (including the Freiverkehr of the Frankfurt Stock Exchange), or the Commission, relating to the offering of the Securities and to furnish the Initial Purchaser with copies thereof. (l) The Company will take such steps as shall be necessary to ensure that neither the Company nor any subsidiary shall become an "investment company" within the meaning of such term under the Investment Company Act and the rules and regulations of the Commission thereunder. (m) The Company will not take, directly or indirectly, any action which is designed to stabilize or manipulate, or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, of the price of any security of the Company in connection with the offering of the Securities. (n) Upon request by the Initial Purchaser, the Company will apply to list the Notes or have them admitted for trading on an internationally recognized stock exchange or over-the-counter trading market and will use its best efforts to ensure that such application is accepted. (o) The Company will use its best efforts to cause the Notes to be eligible for inclusion in the Private Offerings, Resale and Trading through Automated Linkages Market of The Nasdaq Stock Market, Inc. (the "PORTAL Market"). ------------- (p) The Company will cause each of Xxxxxxx Ernst & Young, AG and Xxxxx Xxxxxxxx S.p.A. to deliver an initial comfort letter, dated the date hereof, to the Initial Purchaser in form and substance reasonably satisfactory to the Initial Purchaser at or prior to the time copies of the Offering Memorandum (including the Supplement) are furnished to the Initial Purchaser. (q) The Company will prepare the Offering Memorandum (including the Supplement) on or prior to the Closing Date in form and substance reasonably satisfactory to the Initial Purchaser. The Supplement shall contain Consolidated Statements of Loss and Comprehensive Loss and Consolidated Statements of Cash Flows, each as of and for the six months ended June 30, 1998 and 1999, Consolidated Balance Sheets as of the year ended December 31, 1998 and the six months ended June 30, 1999, a "Management's Discussion and Analysis of Financial Condition and Results of Operations" comparing the six months ended June 30, 1999 with the six months ended June 30, 1998 and pro forma consolidated financial information for the Company as of and for the six months ended June 30, 1999 reflecting, among other transactions, the acquisition of Flashnet.

Further Agreements of the Company. The Company covenants and agrees as followswith each of the several Initial Purchasers: (a) The Company will To advise the Initial Purchasers promptly deliver and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Selling Agent and its counsel copies Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the use of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering asMemorandum, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Notes for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any stateproceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time. (b) To furnish promptly to each of the Initial Purchasers and to counsel for the Initial Purchasers, without charge, as many copies of the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested. (c) Until Prior to making any amendment or supplement to the Termination Offering Memorandum or filing any document to be incorporated by reference therein prior to the Closing Date, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement or make any filing to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review. (d) If, at any time prior to completion of the resale of the Notes by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or counsel for the Selling AgentCompany, to amend or supplement or amend the Offering Documents Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the Offering Documents not misleading statements therein, in light of the circumstances existing at the time it is delivered to a potential purchaser of purchaser, not misleading, or if it is necessary to amend or supplement the SecuritiesOffering Memorandum to comply with applicable law, the Company will forthwith to promptly prepare an amended such amendment or supplemented Offering Documents (in form satisfactory supplement as may be necessary to counsel for the Selling Agent) correct such untrue statement or omission or so that the amended or supplemented Offering Documents will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinMemorandum, in the light of the circumstances existing at the time the Offering Documents are as so amended or supplemented, not misleading. (d) The Company shall pay, or cause to be paid, all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingswill comply with applicable law. (e) In For so long as the event Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall elect is then subject to terminate and in compliance with Section 13 or 15(d) of the Offering after execution Exchange Act (the foregoing agreement being for the benefit of this Agreement, the Company will pay holders from time to time of the Selling Agent a termination fee Notes and prospective purchasers of $25,000 and the costs incurred Notes designated by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000such holders). (f) The shares Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf will engage in any directed selling efforts with respect to the Notes, and each of them will comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph have the meanings given to them in Regulation S. (g) Any information provided by the Company to the publishers of publicly available databases about the terms of the Notes shall include a statement that the Notes (excluding the Exchange Notes) have not been registered under the Act and are subject to the restrictions under Rule 144A and Regulation S. (h) To promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Notes for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the distribution of the Notes; provided that the Company and its Subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction. (i) During the period of five years from the date hereof, the Company will deliver to the Initial Purchasers, (i) as soon as they are available, copies of all reports or other communications furnished to shareholders and (ii) as soon as they are available, copies of any reports and financial statements furnished or filed with the Commission pursuant to the Exchange Act or any national securities exchange or automatic quotation system on which the Notes or any class of securities of the Company are listed or quoted. (j) During the period of 90 days from the date hereof, other than with respect to the Notes, any Exchange Notes and any other non-capital markets debt permitted under the Indenture, the Company will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, grant any other option to purchase or otherwise dispose of, directly or indirectly, or announce the offering of any debt securities issued or guaranteed by the Company or any of its direct or indirect subsidiaries, or enter into any agreement to do any of the foregoing. (k) To assist the Initial Purchasers in arranging for the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Notes to be eligible for clearance and settlement through The Depository Trust Company held ("DTC"). (l) Not to, and use reasonable efforts to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require registration of the Notes under the Securities Act. (m) Except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes by Health IP Partnersmeans of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, LLC shall sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be distributed applicable to the members offering and sale of such company. Each the Notes as contemplated by this Agreement and the Offering Memorandum. (n) During the period from the Closing Date until two years after the Closing Date, without the prior written consent of Rainwater Capital Partnersthe Initial Purchasers, LLCnot to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Notes that have been reacquired by them, except for Notes purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act. (o) Prior to the Closing Date, the Trust for Company will furnish to the Benefit Initial Purchasers, promptly following the time they have been publicly released, copies of Xxxxxxxx Xxxxxx, the Trust for the Benefit any unaudited interim consolidated financial statements of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for any periods subsequent to the periods covered by the financial statements appearing in the Offering Memorandum. (p) Prior to the Closing Date, the Company will not issue any press release or other public communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Initial Purchasers are notified), without consultation with Citigroup Global Markets Inc., unless in the judgment of the Company and its counsel, and after notification to the Initial Purchasers, such press release or public communication is required by law. (q) In connection with the offering of the Notes, until Citigroup Global Markets Inc. shall have notified the Company of the completion of the resale of the Notes, the Company will not, and will cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a period beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of one year creating actual, or apparent, active trading in or of raising the price of the Notes. (r) The Company will not take any action prior to the Closing Date which would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d). (s) The Company will apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the heading "Use of Proceeds". (t) The Company will not, for so long as the Notes are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and will not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder. (u) In connection with the offering of the Notes, until the earlier to occur of (i) the date Citigroup Global Markets Inc. shall have notified the Company of the completion of the resale of the Notes or (ii) 30 days following the commencement Closing Date, the Company will make its officers, employees, independent accountants and legal counsel reasonably available upon request by Citigroup Global Markets Inc. (v) To not take any action prior to the execution and delivery of the OfferingIndentures which, if taken after such execution and delivery, would have violated any of the covenants contained in the Indentures. (w) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date of the Offering Memorandum, or if the information reported in the Incorporated Documents, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Florida Department of Banking and Finance (the "Department") notice of such business or change, as appropriate, in a form acceptable to the Department.

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchasers: (a) The Company will promptly deliver To furnish to the Selling Agent and its counsel Initial Purchasers, without charge, as many copies of the Offering Documents Memorandum and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use any supplements and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities lawsamendments thereto as they may reasonably request. (b) The Company will To advise the Initial Purchasers promptly notify and, if requested, confirm such advice in writing, of the Selling Agent, by telephone and in writing of (i) the issuance happening of any stop event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in light of the circumstances under which they were made, not misleading and not to effect such amendment or supplementation without the consent of the Initial Purchasers; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the Securitiespreliminary offering memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any stateproceeding for any such purpose; and to use reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the preliminary offering memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time. (c) Until Prior to making any amendment or supplement to the Termination DateOffering Memorandum, if any event relating to or affecting the Company, or of which the Company shall furnish a copy thereof to each of the Initial Purchasers and counsel to the Initial Purchasers and will not effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review, which shall not in any case be advised in writing longer than five business days after receipt of such copy. (d) If, at any time prior to completion of the distribution of the Notes by the Selling AgentInitial Purchasers to other purchasers, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or counsel for the Selling AgentCompany, to amend or supplement or amend the Offering Documents Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the Offering Documents statements therein not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of purchaser, or if it is necessary to amend or supplement the SecuritiesOffering Memorandum to comply with applicable law, the Company will forthwith to promptly prepare an amended such amendment or supplemented Offering Documents (in form satisfactory supplement as may be necessary to counsel for the Selling Agent) correct such untrue statement or omission or so that the amended or supplemented Offering Documents will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinMemorandum, in the light of the circumstances existing at the time the Offering Documents are as so amended or supplemented, not misleading. (d) The Company shall pay, or cause will comply with applicable law and to be paid, all expenses incident furnish to the performance Initial Purchasers such number of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingscopies thereof as they may reasonably request. (e) In So long as the event Notes are outstanding and are "Restricted Securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes and prospective purchasers of Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall elect is then subject to terminate and in compliance with Section 13 or 15(d) of the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Exchange Act. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for For a period of one year five years following the commencement Closing Date, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the OfferingNotes pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder. (g) To use its reasonable best efforts to qualify the Notes for sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may reasonably designate and to continue such qualifications in effect so long as required for the distribution of the Notes. The Company will also arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchasers may reasonably request. Notwithstanding the foregoing, the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction. (h) To use its reasonable best efforts to permit the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages Market ("PORTAL") securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and to permit the Notes to be eligible for clearance and settlement through the Depository Trust Company (the "DTC"). (i) Not to, and will cause its affiliates (as such term is defined in Rule 501(B) under the Securities Act) not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect (except as contemplated in the Offering Memorandum or hereby) of any security (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require the registration of the Notes under the Securities Act. (j) Except following the effectiveness of the Exchange Offer or the Shelf Registration Statement, as the case may be, not to, and will cause its affiliates (as such term is defined in Rule 501(B) under the Securities Act) not to, and will not authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (k) To apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum. (l) For a period of 90 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its subsidiaries (other than the Notes) without the prior written consent of the Initial Purchasers. (m) In connection with the offering, until the Initial Purchasers shall have notified the Company of the completion of the resale of the Notes, neither the Company nor any of its affiliated purchasers (as defined in Rule 10b-6 under the Exchange Act), either alone or with one or more other persons, will bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and neither it nor any of its affiliated purchasers will make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.

Further Agreements of the Company. The Company covenants and agrees as followswith each of the several Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Final Offering Documents and each amendment Memorandum untrue or supplement thereto. The Selling Agent is authorized on behalf which requires the making of any additions to or changes in the Final Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the Company circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the use and distribute copies of the Preliminary Offering Documents in connection with Memorandum or the solicitation of the Subscriptions in the Final Offering asMemorandum, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Notes for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state. (c) Until proceeding for any such purpose; and to use its reasonable best efforts to prevent the Termination Dateissuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Final Offering Memorandum or suspending any such qualification and, if any event relating such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Final Offering Memorandum (and any amendments or affecting supplements thereto) as may be reasonably requested; (d) if, at any time prior to completion of the Company, or resale of which the Company shall be advised in writing Notes by the Selling AgentInitial Purchasers, any event shall occur occur, information shall become known or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Final Offering Memorandum in order that the amended or supplemented Final Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Final Offering Documents are Memorandum to comply with applicable law, to promptly prepare (subject to Section 4(c) above) such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Final Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders); (f) for a period of three years after the Closing Date, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Notes pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (h) to assist the Initial Purchasers in arranging for the Notes to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require registration of the Notes under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Notes as contemplated by this Agreement and the Final Offering Memorandum; (k) for a period of 90 days from the date of the Final Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities or guaranteed by the Company or any of its obligations subsidiaries (other than the Notes) without the prior written consent of the Initial Purchasers; (l) without the prior written consent of the Initial Purchasers, not to resell any of the Notes that have been reacquired by it, except for Notes purchased by the Company and resold in a transaction registered under the Securities Act; (n) in connection with the offering of the Notes, to make its officers, independent accountants and legal counsel reasonably available upon request by the Initial Purchasers; (o) to do and perform all things required to be done and performed by it under this AgreementAgreement and the Registration Rights Agreement that are within its control prior to or after the Closing Date, including, but not limited to, and to use its reasonable best efforts to satisfy all expenses incident conditions precedent to the delivery of the SecuritiesNotes; (p) to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the fees and expenses of counsel and accountants for covenants contained in the Indenture; (q) to not take any action prior to the Closing Date which would require the Final Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (r) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchasers are notified), without the prior written consent of the Initial Purchasers, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchasers, such press release or communication is required by law; and (es) In to apply the event net proceeds from the Company shall elect to terminate sale of the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000. (f) The shares Notes as set forth in the Company held by Health IP Partners, LLC shall be distributed to Final Offering Memorandum under the members heading "Use of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the OfferingProceeds."

Further Agreements of the Company. The Company covenants and agrees as followswith the several Initial Purchasers: (a) The Company will promptly deliver At any time prior to the Selling Agent and its counsel copies completion of the Offering Documents and each amendment resale of Securities by the Initial Purchasers, to advise the Initial Purchasers promptly of any order preventing or supplement thereto. The Selling Agent is authorized on behalf suspending the use of the Company to use and distribute copies of Preliminary Offering Memorandum or the Offering Documents in connection with the solicitation of the Subscriptions in the Offering asMemorandum, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the initiation or threatening of any proceeding for any such purpose; and to use its reasonable efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time. (b) If, at any time prior to completion of the resale of the Securities in any state. (c) Until by the Termination DateInitial Purchasers, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an Memorandum as then amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain would include any untrue statement of a material fact fact, or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Offering Documents are so amended or supplementedunder which they were made, not misleading, or if it is necessary at any time to amend the Offering Memorandum or to file under the Exchange Act any document incorporated by reference in the Offering Memorandum to comply with the Securities Act or the Exchange Act, the Company will promptly notify the Representatives thereof and upon their request will prepare an amended or supplemented Offering Memorandum or make an appropriate filing pursuant to Section 13 or 14 of the Exchange Act which will correct such statement or omission or effect such compliance. The Company will furnish without charge to each Initial Purchaser as many copies as any Initial Purchaser may from time to time reasonably request of such amended or supplemented Offering Memorandum. (c) To furnish promptly to each of the Representatives and to counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum, the Offering Memorandum (and any amendments or supplements thereto) and any document incorporated by reference in the Offering Memorandum as may be reasonably requested. (d) The Prior to making any amendment or supplement to the Offering Memorandum, to promptly furnish a copy thereof to each of the Representatives and to counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Representatives shall reasonably object by notice to the Company after a reasonable period to review, except such amendment or supplement as counsel to the Company shall pay, or cause to be paid, all expenses incident to advise the performance of its obligations Company is required under this Agreement, including, but not limited to, all expenses incident to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingsapplicable law. (e) In For so long as the event Securities are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, to make available to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall elect is then subject to terminate and in compliance with Section 13 or 15(d) of the Offering after execution Exchange Act (the foregoing agreement being for the benefit of this Agreement, the Company will pay holders from time to time of the Selling Agent a termination fee Securities and prospective purchasers of $25,000 and the costs incurred Securities designated by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000such holders). (f) The shares To promptly take from time to time such actions as the Representatives may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives may designate and to continue such qualifications in effect for so long as required for the distribution of the Securities; provided that the Company held by Health IP Partnersshall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any jurisdiction. (g) During the period of five years from the date hereof, LLC shall be distributed deliver to the members Representatives and, upon request, to each of such company. Each the other Initial Purchasers, (i) as soon as they are available, copies of Rainwater Capital Partnersall reports or other communications furnished to stockholders and (ii) as soon as they are available, LLC, copies of any reports and financial statements furnished or filed with the Trust for Commission pursuant to the Benefit Exchange Act or any national securities exchange or automatic quotation system on which the Securities or any class of Xxxxxxxx Xxxxxx, the Trust for the Benefit securities of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company are listed or quoted. (h) Not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for a period of one year 90 days from the date of the Offering Memorandum without the prior written consent of XX Xxxxx other than (i) the Company’s sale of the Securities hereunder, (ii) the issuance of shares of Common Stock pursuant to the Company’s employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof, or (iii) pursuant to currently outstanding options, warrants, preferred stock or convertible indebtedness. The Company will cause each officer, director and shareholder listed in Annex B to furnish to the Representatives, prior to the First Closing Date, a letter, substantially in the form of Annex C hereto, pursuant to which each such person shall agree not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock for a period of 90 days from the date of the Offering Memorandum, without the prior written consent of XX Xxxxx. (i) To use its best efforts to permit the Securities to be designated Private Offerings, Resales and Trading through Automated Linkages (“PORTAL”) Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. (“NASD”) relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company (“DTC”). (j) Not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act. (k) Except following the commencement effectiveness of the OfferingShelf Registration Statement, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum. (l) During the period from the Closing Date until two years after the Closing Date, without the prior written consent of XX Xxxxx, not to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act. (m) Prior to each of the Closing Dates, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Representatives are notified), without first providing written notification to each of the Representatives, unless such notification is in the opinion of the Company’s counsel, prohibited by applicable law. (n) In connection with the offering of the Securities, until XX Xxxxx shall have notified the Company of the completion of the resale of the Securities, not to, and will cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, (i) bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, (ii) attempt to induce any person to purchase any Securities, and (iii) to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Securities. (o) To not take any affirmative action prior to the Option Closing Date that would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(b) hereof. (p) To at all times take such action as it reasonably determines to be necessary to comply with all applicable provisions of the Xxxxxxxx-Xxxxx Act in effect from time to time. (q) To apply the net proceeds from the sale of the Securities as set forth in the Offering Memorandum under the heading “Use of Proceeds.” (r) In connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon reasonable request by the Representatives.

Further Agreements of the Company. The Company covenants and agrees as follows: (a) The Company will promptly deliver to the Selling Agent and its counsel copies of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer and sale of the Securities in any state. (c) Until the Termination Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain 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 existing at the time the Offering Documents are so amended or supplemented, not misleading. (d) The Company shall pay, or cause to be paid, all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings. (e) In the event the Company shall elect to terminate the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,0001,500. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followswith the several Initial Purchasers that: (a) The Company will promptly deliver Prior to the Selling Agent and its counsel copies expiration of nine months after the date of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf Circular, to advise the Initial Purchasers promptly and, if requested, confirm such advice in writing, of the Company to use and distribute copies happening of the Offering Documents in connection with the solicitation any event that makes any statement of the Subscriptions a material fact made in the Offering as, and to Circular untrue or requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Circular (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Circular or the Offering Circular, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Notes under any state securities or Blue Sky laws for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any stateproceeding for any such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Circular or the Offering Circular or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time. (cb) Until If, at any time prior to the Termination Dateearlier of (i) the completion of the resale of the Notes by the Initial Purchasers and (ii) the date that is nine months after the date of the Offering Circular, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) Company, to amend or supplement the Offering Circular so that the amended or supplemented Offering Documents Circular will not contain include any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Circular to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Circular, as so amended or supplemented, not misleadingwill comply with applicable law. (c) To use reasonable best efforts to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Circular and for so long as the Notes are outstanding during the period of two years after the final Closing Date. (d) The Company shall pay, or cause to be paid, all expenses incident To deliver promptly to the performance Representative in New York City such number of its obligations under the following documents as the Representative shall reasonably request: (i) each Preliminary Offering Circular, (ii) the Offering Circular (not later than 10:00 A.M., New York time, of the second business day following the execution and delivery of this Agreement) and any amended or supplemented Circular (not later than 10:00 A.M., includingNew York time, but not limited to, all expenses incident to on the delivery business day following the date of such amendment or supplement) and (iii) any document incorporated by reference in the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments Offering Circular (excluding exhibits thereto, and the cost of all blue sky compliance and filings). (e) In Prior to making any amendment or supplement to the event Offering Circular at any time prior to the earlier of (i) the completion of the resale of the Notes by the Initial Purchasers and (ii) the date that is nine months after the date of the Offering Circular, to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably and promptly object by notice to the Company shall elect after a reasonable period to terminate the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000review. (f) The shares To make generally available to its stockholders as soon as practicable, but in any event not later than eighteen months after the date hereof, an earnings statement of the Company held by Health IP Partnersand its subsidiaries (which need not be audited) complying with Rule 158 of the Rules and Regulations. (g) The Company will promptly take from time to time such actions as the Representative may reasonably request to qualify the Notes for offering and sale under state securities or Blue Sky laws of such jurisdictions within the United States as the Representative may designate and to continue such qualifications in effect for so long as required for the distribution of the Notes; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified, LLC shall be distributed to file a general consent to service of process in any jurisdiction or to subject itself to taxation in any jurisdiction in which it is otherwise not so subject. (h) During the period of three years from the date hereof, but only to the members extent not available on the Commission's website, the Company will deliver to the Representative and, upon reasonable request, to each of the other Initial Purchasers, promptly after they are available, copies of (i) all reports or other communications furnished to stockholders generally and (ii) all reports and financial statements furnished or filed with the Commission pursuant to the Exchange Act or any national securities exchange or automatic quotation system on which the Common Stock is listed or quoted. (i) For so long as the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) of the Rules and Regulations, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such company. Each of Rainwater Capital Partners, LLCholders or such prospective purchasers, the Trust for the Benefit information required to be delivered pursuant to paragraph (d)(4) of Xxxxxxxx XxxxxxRule 144A, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act. (j) The Company will not directly or indirectly offer, sell, assign, transfer, pledge or contract to sell, or otherwise dispose of, any shares of or securities convertible into or exercisable or exchangeable for Common Stock, or announce the offering of or file any registration statement under the Securities Act in respect of, any shares of or securities convertible into or exercisable or exchangeable for shares of Common Stock, in each case for a period of one year following 90 days from the commencement date of the OfferingOffering Circular without the prior written consent of the Representative, other than the Company's sale of the Notes hereunder and the issuance of shares of Common Stock pursuant to the Company's stock option and incentive plan or employee stock purchase plan as in existence on the date hereof (as such plans may be modified to increase the number of shares of Common Stock available for grant thereunder as described in the Offering Circular) or pursuant to its currently outstanding options, warrants or rights, in each case as described in the Offering Circular, all of which issuances will be made in compliance with the Securities Act and the Rules and Regulations; provided, however, that if (A) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last 17 days of such 90-day period or (B) prior to the expiration of such 90-day period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 90-day period, the restrictions imposed by this Section 4(j) shall continue to apply until the expiration of the 18-day period beginning on the issuance of such earnings release or the occurrence of such material news or material event. (k) The Company will cause each of its officers, directors and stockholders listed in Schedule B to furnish to the Representative, prior to the First Closing Date, a letter, substantially in the form of Exhibit I hereto. The Company agrees that, upon any determination by the Company that the restrictions imposed by any such letter so furnished by any of such officers, directors or stockholders will not apply to such number of shares of Common Stock as is specified in a notice to such officer, director or stockholder, as provided in such letter during the 60-day period beginning 31 days after the date of the Offering Circular, the Company will promptly provide written notice of such determination, including the number of such shares as to which such restrictions will not be applicable, to the Representative. The Company agrees that the total number of shares of Common Stock as to which the restrictions imposed by all of the letters so furnished by such officers, directors and directors will not be applicable shall not exceed, during the 30-day period beginning 31 days after the date of the Offering Circular, an aggregate of 500,000 shares of Common Stock or, during the 60-day period beginning 31 days after the date of the Offering Circular, an aggregate of 1,000,000 shares of Common Stock, provided that no more than 250,000 of such shares may be sold by all of such officers, directors and stockholders in the aggregate during any period of five consecutive trading days. (l) To assist the Initial Purchasers in arranging for the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. (the "NASD") for The PORTAL Market and for the Notes to be eligible for clearance and settlement through DTC. (m) Not to, and to cause its subsidiaries and use its reasonable efforts to cause its other affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) that could be integrated with the sale of the Notes in a manner that would require registration of the Notes under the Securities Act. (n) Not to, and to cause its subsidiaries and use its reasonable efforts to cause its other affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Notes as contemplated by this Agreement and the Offering Circular. (o) During the period from the First Closing Date until two years after the final Closing Date, without the prior written consent of the Initial Purchasers, not to, and to cause its subsidiaries and use its reasonable efforts to cause its other affiliates (as defined in Rule 144 of the Rules and Regulations) not to, resell any of the Notes that have been reacquired by them for so long as the Notes are "restricted securities" within the meaning of Rule 144(a)(3) of the Rules and Regulations, except for Notes purchased by the Company or any of its subsidiaries and resold in a transaction registered under the Securities Act. (p) Prior to each of the Closing Dates, the Company will furnish to the Representative, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company for any periods subsequent to the periods covered by the financial statements included or incorporated by reference in the Offering Circular. (q) Prior to each of the Closing Dates, the Company will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Representative is notified), without the prior written consent of the Representative, unless in the judgment of the Company and its counsel, and after notification to the Representative, such press release or communication is required by law. (r) In connection with the offering of the Notes, until the Representative shall have notified the Company of the completion of the resale of the Notes, the Company will not, and will use reasonable efforts to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and the Company will not, and will use reasonable efforts to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes; provided, however, that if requested in writing by the Company, the Representative will confirm whether or not the resale of the Notes by the Representatives is complete. (s) Not to, and to cause its subsidiaries and use its reasonable efforts to cause its other affiliates not to, take, directly or indirectly, any action intended to result in manipulation of the price of any security of the Company to facilitate the sale or resale of the Notes. (t) The Company will use its reasonable efforts to obtain approval of the Underlying Shares for quotation on the Nasdaq National Market in accordance with the requirements of the Nasdaq National Market's requirements. (u) The Company will not, for so long as the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) of the Rules and Regulations, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and will not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder. (v) The Company shall at all times continue to comply, in all material respects, with all applicable provisions of the Xxxxxxxx-Xxxxx Act in effect from time to time. (w) The Company will apply the net proceeds from the sale of the Notes as set forth in the Offering Circular under the heading "Use of Proceeds."

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchasers: (a) The Company will promptly deliver at any time prior to the Selling Agent and its counsel copies completion of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of distribution by the Company to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale Initial Purchasers of the Securities, or to advise the Initial Purchasers promptly and, if requested, confirm such advice in writing, of the institution or notice of intended institution happening of any action event which makes any statement of a material fact made in the Offering Memorandum untrue or proceeding for that purposewhich requires the making of any additions to or changes (whether through incorporation by reference or otherwise) in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, and (ii) in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any other communication directed to order preventing or suspending the Company by use of the Preliminary Offering Memorandum or the Offering Memorandum, of any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) at any time prior to the completion of the distribution by the Initial Purchasers of the Securities, to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling AgentCompany, to amend or supplement (whether through incorporation by reference or otherwise) so the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement (whether through incorporation by reference or otherwise) the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders); (f) unless such reports are available through the Commission's XXXXX system, for so long as the Securities are outstanding, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10- Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Securities for offering and sale by the Initial Purchasers under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that neither the Company nor any of its Subsidiaries shall be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject; (h) to assist the Initial Purchasers in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 45 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities with a maturity greater than one year issued or guaranteed by the Company or any of its obligations Subsidiaries (other than the Securities, the Exchange Securities or under this Agreementthe Revolving Credit Facilities (as defined in the Offering Memorandum) without the prior written consent of JPMSI; (l) during the period from the Closing Date until two years after the Closing Date, includingwithout the prior written consent of the Initial Purchasers, not to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and not to be or become, or be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until JPMSI on behalf of the Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, not to, and to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent active trading in or of raising the price of the Securities; (o) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchasers; (p) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its reasonable best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; (q) to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the fees and expenses of counsel and accountants for covenants contained in the Indenture; (r) to not take any action prior to the Closing Date which would in the Company's reasonable judgment require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (s) prior to the Closing Date, not to issue any press release or other public communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchasers are notified), without the prior written consent of the Initial Purchasers, which consent may not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchaser, such press release or communication is required by law; and (et) In to apply the event net proceeds from the Company shall elect to terminate sale of the Securities as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering."

Further Agreements of the Company. The Company covenants and agrees as follows: with the Purchaser: (a) The Company will promptly deliver At any time prior to the Selling Agent and its counsel copies of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company first to use and distribute copies of the Offering Documents in connection with the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing occur of (i) the issuance of any stop order suspending date on which the sale Purchaser receives freely transferable Exchange Certificates in a Registered Exchange Offer (including as a result of the SecuritiesPurchaser having to deliver a prospectus in connection with any resale of Exchange Certificates), or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) the date on which a Shelf Registration Statement is declared effective, (iii) the date on which the Purchaser ceases to own any other communication directed Securities (each of the foregoing capitalized terms are used as defined in the Registration Agreement) and (iv) the date that is the second anniversary of the Closing Date (the "Applicable Date"), to advise the Company by Purchaser promptly and, if requested, confirm such advice in writing, of the happening of any public authority relating event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the possible Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Purchaser promptly of any order preventing or suspending the use of the Offering Memorandum, of any suspension of the qualification of the offer Class C Certificates for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state. proceeding for any such purpose; and to use reasonable efforts to prevent the issuance of any such order preventing or suspending the use of the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) To furnish promptly to the Purchaser as many copies of the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until Prior to making any amendment or supplement to the Termination Offering Memorandum, to furnish a copy thereof to each of the Purchaser and counsel for the Purchaser and not to effect any such amendment or supplement to which the Purchaser shall reasonably object by notice to the Company after a reasonable period to review; (d) If, at any time prior to the Applicable Date, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Company Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law (or to contain current financial information, which may be incorporated by reference), at the request of the Purchaser, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading. will comply with applicable law; (de) The Company shall payFor so long as the Class C Certificates are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Class C Certificates and prospective purchasers of the Class C Certificates designated by such holders, upon request of such holders or cause such prospective purchasers, the information required to be paiddelivered pursuant to Rule 144A(d)(4) under the Securities Act, all expenses incident unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Class C Certificates and prospective purchasers of the Class C Certificates designated by such holders); (f) To promptly take from time to time such actions as the Purchaser may reasonably request to qualify the Class C Certificates for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Purchaser may designate and to continue such qualifications in effect until the Applicable Date; and to arrange for the determination of the eligibility for investment of the Class C Certificates under the laws of such jurisdictions as the Purchaser may reasonably request; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (g) Arrange for the Class C Certificates to be eligible for clearance and settlement through DTC; (h) Not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Class C Certificates to the performance Purchaser in a manner which would require registration of the Class C Certificates under the Securities Act; (i) Except following the effectiveness of a Registration Statement (as defined in the Registration Agreement), not to, and to cause its obligations affiliates not to, authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Class C Certificates by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Class C Certificates as contemplated by this Agreement; and (j) In connection with sales or potential sales of the Class C Certificates by the Purchaser, includingthe Company agrees to make its officers, but not limited toemployees, all expenses incident independent accountants and legal counsel reasonably available to the delivery Purchaser in connection with each filing of a Form 10-Q, Form 10-K or a Form 8-K by the Securities, Company; provided that the reasonable out- of-pocket fees and expenses of the Company incurred in connection therewith for such accountants and legal counsel and accountants for shall be paid by Purchaser; provided further that if at the time Purchaser requests access to the Company, the cost of filing the Form D 's accountants and amendments thereto, and the cost of all blue sky compliance and filings. (e) In the event legal counsel the Company is engaged in a securities offering and is otherwise making its accountants and legal counsel available in connection therewith Purchaser shall elect to terminate the Offering after execution of this Agreement, only be responsible for any such expenses that the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000would not otherwise have incurred. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followswith each of the several Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Final Offering Documents and each amendment Memorandum untrue or supplement thereto. The Selling Agent is authorized on behalf which requires the making of any additions to or changes in the Final Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the Company circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the use and distribute copies of the Preliminary Offering Documents in connection with Memorandum or the solicitation of the Subscriptions in the Final Offering asMemorandum, and to the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance of any stop order suspending the sale of the Securities, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Final Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish to each of the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Final Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateFinal Offering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review, which shall not be in any case longer than five business days after receipt of such copy; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Final Offering Memorandum in order that the amended or supplemented Final Offering Documents Memorandum will not contain any include an untrue statement of a material fact or (e) for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or omit such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act; (f) for a period of five years following the Closing Date, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture; (g) to use their reasonable best efforts to qualify the Securities for sale under the state securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may reasonably designate and to continue such qualifications in effect for so long as required for the distribution of the Securities; provided, however, that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations or to file a general consent to service of process in any material fact necessary jurisdiction; (h) to use their reasonable best efforts to assist the Initial Purchasers in order arranging for the Securities to make be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the statements thereinrules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the light PORTAL Market and for the Securities to be eligible for clearance and settlement through the Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the circumstances existing at Securities in a manner which would require registration of the time Securities under the Offering Documents are so amended Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or supplementedthe Shelf Registration Statement, as the case may be, not misleading.to, and to (dk) The Company shall payfor a period of 90 days from the date of the Final Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or cause to be paidfile a registration statement (except as required by the Registration Rights Agreement) for, all expenses incident to or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the performance Company or any of its obligations under this Agreementsubsidiaries (other than the Securities or the Exchange Securities) without the prior written consent of the Initial Purchasers; (l) in connection with the Offering, including, but not limited to, all expenses incident to until CSI on behalf of the delivery Initial Purchasers shall have notified the Company of the completion of the resale of the Securities, neither the fees Company nor any of its affiliated purchasers (as defined in Rule 10b-6 under the Exchange Act), either alone or with one or more other persons, will bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and expenses neither it nor any of counsel and accountants its affiliated purchasers will make bids or purchase for the Companypurpose of creating actual, or apparent, active trading in or of raising the cost price of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings.Securities; (em) In to not take any action prior to the event Closing Date which would require the Company shall elect Final Offering Memorandum to terminate the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000.be amended or supplemented pursuant to Section 4(d); (fn) The shares to apply the net proceeds from the sale of the Securities as set forth in the Company held by Health IP Partners, LLC shall be distributed to Final Offering Memorandum under the members heading "Use of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the OfferingProceeds".

Further Agreements of the Company. The Company covenants and agrees as followseach of the Subsidiary Guarantors agree with the Initial Purchaser: (a) The Company will to advise the Initial Purchaser promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions (in respect of material omissions) to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to use its reasonable best efforts to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to each of the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Securities by the Initial Purchaser, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company necessary to amend or the Selling Agent, to supplement or amend the Offering Documents Memorandum in order to make that the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to sellers or prospective sellers of the Securities and prospective purchasers of the Securities designated by such sellers or prospective sellers, upon request of such sellers or prospective sellers or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities that are prospective sellers of the Securities and prospective purchasers of the Securities designated by such holders); (f) during the three-year period following the Closing Date, if the Securities are then outstanding, to furnish to the Initial Purchaser copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Securities; and to arrange for the determination of the eligibility for investment of the Securities under the laws of such jurisdictions as the Initial Purchaser may reasonably request; PROVIDED that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in excess of a nominal dollar amount in any jurisdiction where it is not so subject; (h) to assist the Initial Purchaser in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through the Depository Trust Company ("DTC"); (i) not to, and to use its reasonable best efforts to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration of the Securities under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to use its reasonable best efforts to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Securities as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 180 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations subsidiaries (other than the Securities or Exchange Securities; it being understood that, for the purposes of this Section 4(k), the term debt securities does not include: (i) indebtedness incurred pursuant to the Credit Facilities, (ii) indebtedness incurred under this Agreementany other term, includingrevolving credit or bank facility provided by banks or bank syndicates, (iii) the Senior Notes, (iv) any other senior indebtedness incurred by the Company pursuant to a private placement transaction (but not pursuant to Rule 144A) or (v) indebtedness issued to Operators, Franchisee-Owners or third-party sellers in connection with the termination of TravelCenter leases or the acquisition by the Company of travel centers, as the case may be, whether or not, in each case, evidenced by a note) without the prior written consent of the Initial Purchaser (which consent shall not be unreasonably withheld); (l) during the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchaser, not to, and not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Securities, until the Initial Purchaser shall have notified the Company of the completion of the resale of the Securities, not to, and to use its reasonable best efforts to cause its affiliated purchasers (as defined in Rule 100 of Regulation M under the Exchange Act) not to, directly or indirectly, either alone or with one or more other persons, bid for, purchase, or attempt to induce any person to bid for or purchase, a covered security during the applicable restricted period; (o) in connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser; (p) to furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report; (q) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its reasonable best efforts to satisfy all conditions precedent on its part to the delivery of the Securities; (r) except as contemplated by or disclosed in the Offering Memorandum, including, without limitation, the fees consummation of the Transactions, to not take any action prior to the execution and expenses delivery of counsel the Indenture which, if taken after such execution and accountants for delivery, would have violated any of the covenants contained in the Indenture; (s) to not take any action prior to the Closing Date which would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (t) prior to the Closing Date, not to issue any press release or other communication to the general public directly or indirectly or hold any press conference with respect to the Company, its financial condition or earnings or other results of operations or business prospects (except for marketing communications in the cost ordinary course of filing business), without the Form D prior written consent of the Initial Purchaser, unless in the judgment of the Company and amendments theretoits counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchaser, such press release or communication is required by law or failure to issue such press release or communication could reasonably be expected to have a Material Adverse Effect; and (eu) In to apply the event net proceeds from the sale of the Securities as set forth in the Offering Memorandum under the heading "Use of Proceeds." Notwithstanding any provision of Sections 4(a) or 4(d) to the contrary, the Company's obligations under Sections 4(a) and 4(d) shall terminate on the earliest to occur of (i) 180 days after the Closing Date, (ii) the effective date of an Exchange Offer Registration Statement pursuant to the Registration Rights Agreement, (iii) the effective date of a Shelf Registration Statement pursuant to the Registration Rights Agreement and (iv) the date upon which the Initial Purchaser and its affiliates cease to hold Securities acquired as part of the initial distribution, the occurrence of which the Initial Purchaser shall promptly notify the Company shall elect to terminate the Offering after execution of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Subsidiary Guarantors. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering.

Further Agreements of the Company. The Company covenants and agrees as followswith the Initial Purchaser: (a) The Company will To notify the Initial Purchaser promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such notification in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Circular untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Circular (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly after obtaining knowledge of any order preventing or suspending the sale use of the SecuritiesTime of Sale Information or the Offering Circular, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Securities for offering or sale in any jurisdiction and sale of the Securities initiation or threatening of any proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Time of Sale Information or the Offering Circular or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time. (b) To furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Preliminary Offering Circular, other Time of Sale Information and the Offering Circular (and any amendments or supplements thereto) and any document incorporated by reference in any statethe Time of Sale Information or the Offering Circular as may be reasonably requested. (c) Until Prior to making any amendment or supplement to the Termination DateOffering Circular, if to promptly furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Company after a reasonable period to review. The Company will not amend or supplement the Time of Sale Information after the Applicable Time. (d) If, at any time prior to completion of the resale of the Securities by the Initial Purchaser, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchaser or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Circular in order that the amended or supplemented Offering Documents Circular will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Circular to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Circular, as so amended or supplemented, not misleadingwill comply with applicable law. (de) For so long as the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Securities and prospective purchasers of the Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Securities and prospective purchasers of the Securities designated by such holders). (f) To promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify Securities for offering and sale under the securities or Blue Sky laws of such jurisdiction as the Initial Purchaser may designate; and to continue such qualifications in effect for so long as required for the distribution of the Securities; provided that the Company shall not be obligated to qualify as foreign corporations in any jurisdiction in which it is not now so qualified, or to file a general consent to service of process in any jurisdiction. (g) Until the earlier of five years after the Closing Date or the first date at which the Securities are no longer outstanding, to deliver to the Initial Purchaser, (i) as soon as they are available, copies of all reports or other communications furnished to stockholders which are not available on EDGAR and (ii) as soon as they xxx xvailable, copies of any reports and financial statements furnished or filed with the Commission pursuant to the Exchange Act or any national securities exchange or automatic quotation system on which the Securities or any class of securities of the Company are listed or quoted which are not available on EDGAR. (h) During the pexxxx beginning on and including the date of this Agreement through and including the date that is the 90th day after this Agreement (the "Lock-Up Period"), without the prior written consent of the Initial Purchaser, not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, and will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, other than (i) the Company's sale of the Securities hereunder, (ii) the issuance of shares pursuant to the Company's employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereof or pursuant to currently outstanding options, warrants or rights, (iii) the filing of the Shelf Registration Statement pursuant to the Registration Rights Agreement, (iv) the filing of any registration statement on Form S-8 to register shares of Common Stock reserved for issuance under the Company's equity compensation plans; provided, that in the case of this clause (iv), the holders of such shares of Common Stock agree in writing not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, such shares of Common Stock, without the prior written consent of the Initial Purchaser, during the Lock-Up Period, (v) the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date of this Agreement; and (vi) the filing of a universal shelf registration statement (but not the filing of any prospectus relating to a specific take-down thereunder) to register the Company's Common Stock, preferred stock, debt securities, warrants and units, provided that such universal shelf registration statement is filed on or after the 31st day following the date of this Agreement and after the date of the filing of the Shelf Registration Statement. The Company will cause each officer and director listed in Annex B to furnish to each Initial Purchaser, prior to the Closing Date, a letter, substantially in the form of Annex C hereto, pursuant to which each such person shall payagree not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or cause otherwise dispose of, or announce the intention to otherwise dispose of, any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock during the Lock-Up Period, without the prior written consent of the Initial Purchaser. The Company hereby agrees that (i) if it issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-Up Period, or (ii) if prior to the expiration of the Lock-Up Period, the Company announces that it will release earning results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall be extended and the restrictions imposed by this paragraph (h) shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. (i) To assist the Initial Purchaser in arranging for the Securities to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through DTC. (j) Not to, and to cause its Affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require registration under the Securities Act of the sale of the Securities to the performance Initial Purchaser or of the subsequent sale to Qualified Institutional Buyers. (k) Except following the effectiveness of the Shelf Registration Statement, not to, and to cause its Affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Securities as contemplated by this Agreement and the Offering Circular. (l) During the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchaser, not to, and not permit any of its obligations under this Agreement, including, but not limited Affiliates to, all expenses incident resell any of the Securities that have been reacquired by them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act. (m) Prior to the delivery Closing Date, to furnish to the Initial Purchaser, as soon as they have been prepared, copies of any unaudited interim consolidated financial statements of the Company for any periods subsequent to the periods covered by the financial statements appearing in the Offering Circular. (n) Prior to the Closing Date, the Company will not issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and of which the Initial Purchaser are notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Company and its counsel, and after notification to the Initial Purchaser, such press release or communication is required by law. (o) In connection with the offering of the Securities, until the Initial Purchaser shall have notified the Company of the completion of the resale of the Securities, the fees Company will not, and expenses will cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of counsel its affiliated purchasers has a beneficial interest, any Securities, or attempt to induce any person to purchase any Securities; and accountants the Company will not and will cause its affiliated purchasers not to, make bids or purchase for the Companypurpose of creating actual, or apparent, active trading in or of raising the cost price of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filingsSecurities. (ep) In Before using, authorizing, approving or referring to any written communication (as defined in the event Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Company shall elect to terminate Securities (other than the Time of Sale Information and the Offering after execution of this AgreementCircular), the Company will pay furnish to the Selling Agent Initial Purchaser and counsel for the Initial Purchaser a termination fee copy of $25,000 such written communication for review and will not use, authorize, approve or refer to any such written communication to which the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Initial Purchaser reasonably objects. (fq) The shares Not to take any action prior to the Closing Date which would require the offering to be amended or supplemented pursuant to Section 4(d). (r) To comply in all material respects with all applicable provisions of the Sarbanes-Oxley Act and the Nasdxx Xxxxxx Xxxxet listing standards in effect from time to time. (s) To apply the net proceeds from the sale of the Securities as set forth in the Time of Sale Information and the Offering Circular under the heading "Use of Proceeds." (t) That the Company held will not, for so long as the Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and will not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder. (u) In connection with the offering of the Securities, to make its officers, employees, independent accountants and legal counsel available upon reasonable request by Health IP Partners, LLC shall be distributed the Initial Purchaser. (v) To not take any action prior to the members execution and delivery of the Indenture which, if taken after such company. Each execution and delivery, would have violated any of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares covenants contained in the Company for a period of one year following the commencement of the OfferingIndenture.

Further Agreements of the Company. The Company covenants and agrees, the Parent covenants and agrees as followssolely for purposes of Section 4(k) and (p), with each Initial Purchaser that: (a) The Company will promptly deliver to the Selling Agent and its counsel Initial Purchasers as many copies of the Preliminary Offering Documents Memorandum, any other Time of Sale Information and each amendment or supplement thereto. The Selling Agent is authorized on behalf of the Company to use and distribute copies of the Offering Documents in connection with Memorandum (including all amendments and supplements thereto) as the solicitation of the Subscriptions in the Offering as, and to the extent, permitted by federal and applicable state securities lawsInitial Purchasers may reasonably request. (b) Before finalizing the Offering Memorandum or making or distributing any amendment or supplement to any of the Time of Sale Information or the Offering Memorandum or filing with the Commission any document that will be incorporated by reference therein, the Company will furnish to the Initial Purchasers and counsel for the Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement or document to be incorporated by reference therein for review, and will not distribute any such proposed Offering Memorandum, amendment or supplement or file any such document with the Commission to which the Initial Purchasers reasonably objects. (c) Before using, authorizing, approving or referring to any written communication (as defined in the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Securities (an “Issuer Written Communication”) (other than written communications that are listed on Annex A hereto and the Offering Memorandum), the Company will furnish to the Initial Purchasers and counsel for the Initial Purchasers a copy of such written communication for review and will not use, authorize, approve or refer to any such written communication to which the Initial Purchasers reasonably objects, unless legal counsel for the Company advises the Company that such amendment or supplement is necessary to correct an untrue statement of material fact or omission of a material fact necessary in order to make the statements in the Time of Sale Information or Offering Memorandum, in light of the circumstances under which they were made, not misleading or if such amendment or supplement is required by applicable by law;” (d) The Company will advise the Initial Purchasers promptly notify the Selling Agent, by telephone and in writing of (i) of the issuance by any governmental or regulatory authority of any stop order preventing or suspending the sale use of any of the Securities, Time of Sale Information or of the institution Offering Memorandum or notice of intended institution the initiation or threatening of any action or proceeding for that purpose, and ; (ii) of the occurrence of any other communication directed event at any time prior to the completion of the initial offering of the Securities as a result of which any of the Time of Sale Information or the Offering Memorandum as then amended or supplemented would include 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 existing when such Time of Sale Information or the Offering Memorandum is delivered to a purchaser, not misleading; and (iii) of the receipt by the Company by of any public authority relating notice with respect to the possible any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any of the Time of Sale Information or the Offering Memorandum or suspending any such qualification of the Securities in and, if any statesuch order is issued, will obtain as soon as possible the withdrawal thereof. (c1) Until If at any time prior to the Termination Date, if completion of the initial offering of the Securities (i) any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Company or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an Memorandum as then amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so that the amended or supplemented Offering Documents will not contain would 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 existing at the time when the Offering Documents are so amended or supplementedMemorandum is delivered to a purchaser, not misleading. misleading or (dii) The Company shall pay, it is necessary to amend or cause to be paid, all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, all expenses incident to the delivery of the Securities, the fees and expenses of counsel and accountants for the Company, the cost of filing the Form D and amendments thereto, and the cost of all blue sky compliance and filings. (e) In the event the Company shall elect to terminate supplement the Offering after execution of this AgreementMemorandum to comply with law, the Company will pay immediately notify the Selling Agent a termination fee of $25,000 Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the costs incurred Initial Purchasers such amendments or supplements to the Offering Memorandum (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the Selling Agent for legal fees, statements in the Offering Memorandum as so amended or supplemented (or including the preparation of this Agreement. Such reimbursement shall such document to be incorporated by reference therein) will not, howeverin the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, exceed be misleading or so that the sum Offering Memorandum will comply with law and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of $15,000which any of the Time of Sale Information as then amended or supplemented would 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 or (ii) it is necessary to amend or supplement any of the Time of Sale Information to comply with law, the Company will immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to any of the Time of Sale Information (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements in any of the Time of Sale Information as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading. (f) The shares Company will endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers shall reasonably request; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or take any action that would subject it to general service of process suits, other than those arising out of the offering or sale of the securities as contemplated by this Agreement and each of the Time of Sale Information and the Offering Memorandum, in any jurisdiction where it is not now subject. (g) While the Securities remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, furnish to holders of the Securities, prospective purchasers of the Securities designated by such holders and securities analysts, in each case upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (h) The Company will apply the net proceeds from the sale of the Securities as described in each of the Time of Sale Information and the Offering Memorandum under the heading “Use of Proceeds.” (i) The Company will cooperate with the Initial Purchasers in arranging for the Securities to be designated Private Offerings, Resales and Trading through Automated Linkages (“PORTAL”) Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. (the “NASD”) relating to trading in the PORTAL Market and for the Securities to be eligible for clearance and settlement through DTC. (j) The Company held will file promptly all reports and any definitive proxy or information statements, if any, required to be filed by Health IP Partnersthe Company with the Commission pursuant to Section 13(a), LLC 13(c), 14 or 15(d) of the Exchange Act. (k) Without the prior written consent of the Initial Purchasers, neither the Company nor the Parent will, during the period ending 60 days after the date of the Offering Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (iii) file with the Commission a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any shares of its Common Stock, or publicly disclose the intention to effect any transaction described in clause (i), (ii) or (iii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided that the foregoing shall be distributed not apply to (A) the sale of the Securities under this Agreement or the issuance of the Exchange Securities or the Underlying Securities, (B) the grant by the Company and/or the Parent of employee or director stock options in the ordinary course of business, the issuance by the Parent of any shares of Common Stock upon the exercise of an option or warrant or the conversion or exchange of a security of the Company or the Parent outstanding on the date hereof, (C) the grant by the Parent of restricted shares of Common Stock as long term incentive compensation to employees or directors in the ordinary course of business, (D) the grant by the Company of long term incentive units of limited partnership interest as long term incentive compensation to employees or directors in the ordinary course of business, (E) the issuance by the Company and/or the Parent of securities (and the agreement that provides for such securities) in full or partial consideration in connection with future acquisitions or strategic investments of the Company and/or the Parent or securities of the Company and/or the Parent issuable upon exercise or conversion or exchange of the foregoing securities and (F) the filing of any registration statement by the Company or the Parent in respect of any of the securities described in clauses (A) through (E) or in connection with the sale of shares of Common Stock by employees or directors to the members extent such sales are permitted by the terms of such companythe “lock-up” agreements referred to in Section 5(m) hereof. Each Notwithstanding the foregoing, if (1) during the last 17 days of Rainwater Capital Partners, LLCthe 60-day restricted period, the Company and/or the Parent issues an earnings release or material news or a material event relating to the Company and/or the Parent occurs; or (2) prior to the expiration of the 60-day restricted period, the Company and/or the Parent announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. (l) Prior to any registration of the Securities pursuant to the Registration Rights Agreement, or at such earlier time as may be so required, to qualify the Indenture under the Trust Indenture Act of 1939, as amended, and to enter into any necessary supplemental indentures in connection therewith; (m) During the period from the Closing Date until two years after the Closing Date or the Option Closing Date, if applicable, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act. (n) Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act. (o) None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (p) The Parent will reserve and keep available at all times, free of pre-emptive rights, shares of Common Stock for the Benefit purpose of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in enabling the Company for a period of one year following and the commencement Parent to satisfy all obligations to issue the Underlying Securities upon exchange of the OfferingSecurities. The Parent will use its best efforts to cause the Underlying Securities to be listed on the New York Stock Exchange (the “NYSE”).

Further Agreements of the Company. The Company covenants and agrees as followswith each of the several Initial Purchasers: (a) The Company will to advise the Initial Purchasers promptly deliver to the Selling Agent and its counsel copies and, if requested, confirm such advice in writing, of the Offering Documents and each amendment or supplement thereto. The Selling Agent is authorized on behalf happening of the Company to use and distribute copies any event which makes any statement of the Offering Documents in connection with the solicitation of the Subscriptions a material fact made in the Offering as, and to Memorandum untrue or which requires the extent, permitted by federal and applicable state securities laws. (b) The Company will promptly notify the Selling Agent, by telephone and in writing of (i) the issuance making of any stop additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchasers promptly of any order preventing or suspending the sale use of the SecuritiesPreliminary Offering Memorandum or the Offering Memorandum, or of the institution or notice of intended institution of any action or proceeding for that purpose, and (ii) any other communication directed to the Company by any public authority relating to the possible suspension of the qualification of the offer Notes for offering or sale in any jurisdiction and sale of the Securities in initiation or threatening of any state.proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time; (b) to furnish promptly to each of the Initial Purchasers and counsel for the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested; (c) Until prior to making any amendment or supplement to the Termination DateOffering Memorandum, if to furnish a copy thereof to each of the Initial Purchasers and counsel for the Initial Purchasers and not to effect any such amendment or supplement to which the Initial Purchasers shall reasonably object by notice to the Company after a reasonable period to review; (d) if, at any time prior to completion of the resale of the Notes by the Initial Purchasers, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Selling Agent, shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Company Initial Purchasers or the Selling Agent, to supplement or amend the Offering Documents in order to make the Offering Documents not misleading in light of the circumstances existing at the time it is delivered to a potential purchaser of the Securities, the Company will forthwith prepare an amended or supplemented Offering Documents (in form satisfactory to counsel for the Selling Agent) so Company, to amend or supplement the Offering Memorandum in order that the amended or supplemented Offering Documents Memorandum will not contain any include an untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Documents are Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, not misleading.will comply with applicable law; (de) The for so long as the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and are not saleable pursuant to Rule 144(k) under the Securities Act to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Company shall payis then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders); (f) for so long as the Notes are outstanding, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or cause such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Notes pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder; (g) to promptly take from time to time such actions as the Initial Purchasers may reasonably request to qualify the Notes for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Notes; and to arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchasers may reasonably request; provided that the Company and its subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction; (h) to assist the Initial Purchasers in arranging for the Notes to be paiddesignated Private Offerings, all expenses incident Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"); (i) not to, and to cause its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require registration of the Notes under the Securities Act; (j) except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the performance offering and sale of the Notes as contemplated by this Agreement and the Offering Memorandum; (k) for a period of 180 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued or guaranteed by the Company or any of its obligations subsidiaries (other than the Notes or the Exchange Notes) without the prior written consent of the Initial Purchasers; (l) during the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchasers, not to, and not permit any of its affiliates (as defined in Rule 144 under this Agreementthe Securities Act) to, includingresell any of the Notes that have been reacquired by them, except for Notes purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act; (m) not to, for so long as the Notes are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of 18 -18- the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not limited registered thereunder; (n) in connection with the offering of the Notes, until the earlier of (i) 90 days following the Closing Date and (ii) CSI on behalf of the Initial Purchasers shall have notified the Company of the completion of the resale of the Notes, not to, and to use its feasible best efforts to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes; (o) to do and perform all expenses incident things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and to use its best efforts to satisfy all conditions precedent on its part to the delivery of the SecuritiesNotes; (p) to not take any action prior to the execution and delivery of the Indenture which, if taken after such execution and delivery, would have violated any of the fees and expenses of counsel and accountants for covenants contained in the Indenture; (q) to not take any action prior to the Closing Date which would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d); (r) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in the cost ordinary course of filing business and consistent with the Form D past practices of the Company and amendments theretoof which the Initial Purchasers are notified), without the prior written consent of the Initial Purchasers, unless in the judgment of the Company and its counsel, and after notification to the cost of all blue sky compliance and filings.Initial Purchasers, such press release or communication is required by law; and (es) In to apply the event net proceeds from the Company shall elect to terminate sale of the Notes as set forth in the Offering after execution Memorandum under the heading "Use of this Agreement, the Company will pay the Selling Agent a termination fee of $25,000 and the costs incurred by the Selling Agent for legal fees, including the preparation of this Agreement. Such reimbursement shall not, however, exceed the sum of $15,000Proceeds. (f) The shares in the Company held by Health IP Partners, LLC shall be distributed to the members of such company. Each of Rainwater Capital Partners, LLC, the Trust for the Benefit of Xxxxxxxx Xxxxxx, the Trust for the Benefit of Xxxxxxx Xxxxxx and Xxx Xxxxxxxxxx shall enter into agreements which restricts their resale of shares in the Company for a period of one year following the commencement of the Offering."