0000704415-13-000027 Sample Contracts

JPMorgan Chase Bank, National Association
Warrant Agreement • July 16th, 2013 • Healthways, Inc • Services-misc health & allied services, nec • New York

To: Healthways, Inc. 701 Cool Springs Boulevard Franklin, Tennessee 37067 Attention:Chief Financial Officer Telephone No.:615-614-4929 Facsimile No.:615-778-0486

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Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC New York, NY 10036
Warrant Confirmation • July 16th, 2013 • Healthways, Inc • Services-misc health & allied services, nec • New York

To: Healthways, Inc. 701 Cool Springs Boulevard Franklin, Tennessee 37067 Attention:Chief Financial Officer Telephone No.:615-614-4929 Facsimile No.:615-778-0486

Sample 1Sample 2
Re: Amendment to Call Option Transaction
Call Option Transaction • July 16th, 2013 • Healthways, Inc • Services-misc health & allied services, nec • New York

This letter agreement (this "Amendment") amends the terms and conditions of the transaction (the "Transaction") evidenced by the letter agreement re: Call Option Transaction between Morgan Stanley & Co. International plc ("Dealer") and Healthways, Inc. ("Counterparty") dated as of July 1, 2013 (the "Confirmation").

Sample 1
Re: Amendment to Call Option Transaction
Call Option Transaction • July 16th, 2013 • Healthways, Inc • Services-misc health & allied services, nec • New York

This letter agreement (this "Amendment") amends the terms and conditions of the transaction (the "Transaction") evidenced by the letter agreement re: Call Option Transaction between JPMorgan Chase Bank, National Association, London Branch ("Dealer") and Healthways, Inc. ("Counterparty") dated as of July 1, 2013 (the "Confirmation").

Sample 1
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