NOBILIS HEALTH CORP. as the Corporation and CST TRUST COMPANY as the Warrant AgentWarrant Indenture • May 15th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • British Columbia
CST TRSUT COMPANY, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)
UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2015 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Ontario
Mackie Research Capital Corporation (the “MRCC”), acting as sole bookrunner and co-lead underwriter, and PI Financial Corp. (together with MRCC, the “Underwriters”), acting as co-lead underwriter, hereby severally, and not jointly nor jointly and severally, offer and agree to purchase, on a “bought deal” basis in the respective percentages set forth in Section 18 of this Agreement, from Nobilis Health Corp. (the “Company”) and the Company and the Selling Shareholders hereby agree to issue and sell to the Underwriters, 7,847,668 units of the Company (the “Units”) at a price of $9.00 per Unit (the “Offering Price”), for aggregate gross proceeds of $70,629,012 (of which $36,267,012 is payable to the Company and $34,362,000 is payable to the Selling Shareholders), upon and subject to the terms and conditions contained herein (the “Offering”).
