0000921895-14-001365 Sample Contracts

NOMINATION AND STANDSTILL AGREEMENT
Nomination and Standstill Agreement • June 4th, 2014 • North Tide Capital, LLC • Services-misc health & allied services, nec

This Nomination and Standstill Agreement (this "Agreement"), dated as of June 2, 2014, is by and among the natural persons and entities listed on Schedule A (collectively, the "North Tide Group," and individually a "member" of the North Tide Group) and Healthways, Inc., a Delaware corporation (the "Company").

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JOINT FILING AGREEMENT
Joint Filing Agreement • June 4th, 2014 • North Tide Capital, LLC • Services-misc health & allied services, nec

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 5 to the Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Healthways, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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