0001193125-11-318353 Sample Contracts

UNDERWRITING AGREEMENT
Agreement • November 21st, 2011 • Healthstream Inc • Services-computer programming, data processing, etc. • New York

Reference is made to the Underwriting Agreement dated November 17, 2011 (the “Underwriting Agreement”) relating to the sale by the Company and the Selling Shareholders, and the purchase by the several Underwriters for whom William Blair & Company, L.L.C. is acting as representative (the “Representative”), of the above Shares. All terms herein shall have the definitions contained in the Underwriting Agreement except as otherwise defined herein.

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