Units FOUNDATION HEALTHCARE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2015 • Foundation Healthcare, Inc. • Services-specialty outpatient facilities, nec • New York
Foundation Healthcare, Inc., an Oklahoma corporation (the “Company”), and the stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders”), severally and not jointly with the Company, propose, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule II hereto (the “Underwriters,” or each, an “Underwriter”) for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of units (the “Firm Units”), each unit consisting of one share (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (the “Firm Warrants”) to purchase share of Common Stock (the “Firm Warrant Shares”), on the terms as described in the Prospectus, as defined below. The Company and Oliver Company Holdings, LLC (“OCH”), one of the Selling Stockholders, severally and not jointly, have granted the Underwriters the option to purchase an aggregate of up to
