4,436,454 Shares ALLION HEALTHCARE, INC. COMMON STOCK UNDERWRITING AGREEMENT Dated January 25, 2006Underwriting Agreement • January 26th, 2006 • Allion Healthcare Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
Introduction. Allion Healthcare, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule B hereto severally propose to sell to the several Underwriters, an aggregate of 4,436,454 shares of the common stock, par value $0.001 per share, of the Company (the “Firm Shares”), of which 1,800,000 shares are to be issued and sold by the Company and 2,636,454 shares are to be sold by the Selling Stockholders, with each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in Schedule B hereto.
