3,400,000 Shares Adeptus Health Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2015 • Adeptus Health Inc. • Services-hospitals • New York
Adeptus Health Inc., a Delaware corporation (the “Company”) and SCP III AIV THREE-FCER Conduit, L.P. (the “Selling Stockholder”) propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”), an aggregate of 3,400,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), of which 2,320,351 shares will be sold by the Company and 1,079,649 shares will be sold by the Selling Stockholder. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company and the Selling Stockholder also propose to sell at the Underwriters’ option an aggregate of up to 510,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Company and the Selling Stockholder are sometimes referred to herein collectively as the “Sellers”.
