Common use of Sophisticated Parties Clause in Contracts

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ALLION HEALTHCARE, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chairman of the Board, Chief Executive Officer and President Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxxxxx Xxxxx & Company, L.L.C. First Albany Capital Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: /s/ Xxxxxx Xxxxxxx III Name: Xxxxxx Xxxxxxx III Title: Principal

Sophisticated Parties. Each of the parties hereto acknowledges --------------------- that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ALLION HEALTHCAREZ-Tel Technologies, INC. Inc. By: /s/ Xxxxxxx X. Xxxxx ____________________________ Name: Xxxxxxx X. Xxxxx Title: Chairman of the Board, Chief Executive Officer and President Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxxxxx Xxxxx Credit Suisse First Boston Corporation X.X. Xxxxxxxx & Company, L.L.C. First Albany Capital Co. Xxxxxxxx Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: /s/ Xxxxxx Xxxxxx Partners LLC By: /s/ Xxxxxx Xxxxxxx III _______________________________ Name: Xxxxxx Xxxxxxx III Title: Principal:

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 78, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yoursVERY TRULY YOURS, ALLION HEALTHCARECACHE, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chairman of the BoardThe Selling Shareholders named in Schedule B hereto, Chief Executive Officer and President acting severally By: Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Partners XXXXXX XXXXXX PARTNERS LLC Xxxxxxx Xxxxx & Company, L.L.C. First Albany Capital Inc. US BANCORP XXXXX XXXXXXX INC. XX XXXXX SECURITIES CORPORATION Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: /s/ Xxxxxx Xxxxxxx III Name: Xxxxxx Xxxxxxx III Title: PrincipalEXHIBIT A Form of Legal Opinion of Company Counsel

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus prospectus, the Basic Prospectus, the Prospectus Supplement and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ALLION HEALTHCAREDEPOMED, INC. By: /s/ Xxxxxxx Xxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxx X. Xxxxx Xxxxxxxx Title: Chairman of the Board, Chief Executive Officer and President VP & CFO Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxxxxx Xxxxx & Company, L.L.C. First Albany Capital Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. Byhereof: Xxxxxx Xxxxxx Partners LLC By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Partner SCHEDULE A Directors and Executive Officers Subject to Lock-Up Agreements Xxxx X. Xxxx, Ph.D. Xxxx Xxxxxx, Ph.D. Xxxx X. Xxxxxxxx Xxxx X. Shell G. Xxxxxx Xxxxxxx III NameXxxxxx X. Xxxxxx Xxxxx X. Xxxxx, M.D. Xxxxx X. Staple Xxxxxx X. Xxxxx Xxxx X. Xxxxx EXHIBIT A Form of Purchase Agreement January , 2005 [ ] Ladies and Gentlemen: Xxxxxx Xxxxxxx III Title: PrincipalThe undersigned, (the “Investor”), hereby confirms its agreement with you as follows:

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 78, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ALLION HEALTHCAREXxxxx'x Restaurants, INC. Inc. By: /s/ Xxxxxxx X. Xxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxx Title: Chairman of the BoardThe Selling Stockholders named in Schedule B hereto, Chief Executive Officer and President acting severally By: ---------------------------------- Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Xxxxxxx U.S. Bancorp Xxxxx & CompanyXxxxxxx, L.L.C. First Albany Capital Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: /s/ Xxxxxx Xxxxxxx III ---------------------------------- Name: Xxxxxx Xxxxxxx III Title: PrincipalSCHEDULE A Number of Firm Shares Underwriter To Be Purchased ----------- --------------- Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Xxxxxxx U.S. Bancorp Xxxxx Xxxxxxx, Inc. [NAMES OF OTHER UNDERWRITERS]

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 78, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ALLION HEALTHCAREINHIBITEX, INC. By: /s/ Xxxxxxx X. Xxxxx -------------------------------- Name: Xxxxxxx X. Xxxxx Title: Chairman of the Board, Chief Executive Officer and President Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Lazard Freres & Co., LLC Xxxxxx Xxxxxxx Xxxxx & Company, L.L.C. First Albany Capital Inc. Corp. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: /s/ ---------------------------- Name: Title: SCHEDULE A UNDERWRITER NUMBER OF FIRM SHARES TO BE PURCHASED Xxxxxx Xxxxxx Partners LLC Lazard Freres & Co., LLC Xxxxxx Xxxxxxx III Name: Xxxxxx Xxxxxxx III Title: PrincipalCorp. [NAMES OF OTHER UNDERWRITERS] Total

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 78, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ALLION HEALTHCARECYSIVE, INC. By: /s/ Xxxxxxx X. Xxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxx Title: Chairman of the Board, Chief Executive Officer and President Accepted as of the date hereof Xxxxxx Xxxxxx Partners Thomxx Xxxsxx Xxxtners LLC Xxxxxxx Xxxxx First Union Capital Markets Corp. Friedman, Billings, Ramsxx & CompanyXo., L.L.C. First Albany Capital Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners Thomxx Xxxsxx Xxxtners LLC By: /s/ Xxxxxx Xxxxxxx III -------------------------------------- Name: Xxxxxx Xxxxxxx III Title: Principal:

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus prospectus, the Basic Prospectus, the Prospectus Supplement and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ALLION HEALTHCAREISTA PHARMACEUTICALS, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chairman of the Board, Chief Executive Officer and President Accepted as of the date hereof Xxxxxx Xxxxxx Partners Banc of America Securities LLC Xxxxxxx Xxxxx & Company, L.L.C. First Albany Capital Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Name: Title: Txxxxx Wxxxxx Partners LLC By: /s/ Xxxxxx Xxxxxxx III Name: Xxxxxx Xxxxxxx III Title: PrincipalLazard Frères & Co. LLC By: Name: Title: C.X. Xxxxxxxxx, Towbin LLC By: Name: Title: SCHEDULE A Lock-Up Agreements Vxxxxxxx Xxxxx, Xx. Ph.D. Wxxxxxx X. Xxxxx, Ph.D. Mxxxxx X. Xxxxxxx Lxxx X. Xxxxxxxx, Ph.D. Kxxxxxxx X. XxXxxxxx Kxxx XxXxxxxx Txxxxx X. Xxxxx Lxxxxx X. Xxxxxxxxxx Exhibit A FORM OF PURCHASE AGREEMENT August 5, 2004 ISTA Pharmaceuticals, Inc. 10000 Xxxxx Xxxxxxx, Suite 100 Irvine, CA 92618 Ladies and Gentlemen: The undersigned, (the “Investor”), hereby confirms its agreement with you as follows:

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who or which was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 76, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 6 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ALLION HEALTHCARE, FRIEDMAN'S INC. By: /s/ Xxxxxxx Braxxxx X. Xxxxx Xxinn ---------------------------------- Name: Xxxxxxx X. Xxxxx Bradley J. Stinn Title: Chairman of the Board, Chief Executive Xxxxx Xxxxxxxve Officer and President Accepted as of the date hereof Xxxxxx Xxxxxx Thomas Weisel Partners LLC Xxxxxxx Xxxxx McDonald Investments Inc. JMP Securities LLX Xxxxuxx Xxxgan Securities Inc. Morgan Joseph & Company, L.L.C. First Albany Capital Co. Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners Thomas Weisel Pxxxxxxs LLC By: /s/ Xxxxxx Xxxxxxx III Name/x/ Xxxxxxxxr Chefetz ------------------------------------------ Xxxx: Xxxxxx Xxxxxxx III Alexander Chefetz Title: PrincipalPartner SCHEDULES A Lisx xx Xxxxxxxxxxxx B List of Subsidiaries EXHIBITS A Form of Legal Opinion of Company Counsel B Form of Legal Opinion of General Counsel C Form of Lock-Up Agreement D Form of Legal Opinion of Underwriters' Counsel

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 78, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ALLION HEALTHCARE, INC. XENOGEN CORPORATION By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chairman of the BoardThe Selling Stockholders named in Schedule B hereto, Chief Executive Officer and President acting severally By: Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxxxxx Xxxxx & Company, L.L.C. First Albany Capital Inc. CIBC World Markets Corp. JMP Securities LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: /s/ Xxxxxx Xxxxxxx III Name: Xxxxxx Xxxxxxx III Title: Principal:

Sophisticated Parties. Each of the parties hereto acknowledges that --------------------- it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ALLION HEALTHCARERainmaker Systems, INC. Inc. By: /s/ Xxxxxxx X. Xxxxx :_________________________________________ Name: Xxxxxxx X. Xxxxx Xxxxxx Title: Chairman of the BoardChairman, President and Chief Executive Officer and President Accepted as of the date hereof Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Xxxxxx Xxxxxx Partners LLC Xxxxxxx XX Xxxxx & Company, L.L.C. First Albany Capital Inc. Securities Corporation Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. ---------- By: Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation By:_______________________________ Name: Title: By: Xxxxxx Xxxxxx Partners LLC By: /s/ Xxxxxx Xxxxxxx III :______________________________ Name: Xxxxxx Xxxxxxx III Title: PrincipalSCHEDULE A ----------

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who or which was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 78, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ALLION HEALTHCARECOLLECTORS UNIVERSE, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chairman of the BoardThe Selling Stockholders named in Schedule B hereto, Chief Executive Officer and President acting severally By: Name: Title: Attorney-In-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxxxxx Xxxxx & Company, L.L.C. First Albany Capital Inc. Acting severally on behalf of themselves itself and as representative of the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: /s/ Xxxxxx Xxxxxxx III Name: Xxxxxx Xxxxxxx III Title: PrincipalSchedules A List of Underwriters B List of Selling Stockholders SCHEDULE A Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxx Partners LLC 1,800,000 Xxxxxxx & Company, Inc. 900,000 Xxxx Capital Partners, LLC 300,000 Total 3,000,000 SCHEDULE B Selling Stockholder Number of Firm Shares To Be Sold Maximum Number of Additional Shares to be Sold Xxxxx X. Xxxx 853,050 127,958 Van X. Xxxxxxx 237,510 35,626 Total 1,090,560 163,584

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who or which was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 78, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of Signature page intentionally left blankfollows.] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ALLION HEALTHCARETTM TECHNOLOGIES, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chairman of the Board, Chief Executive Officer and President EACH AND EVERY SELLING SHAREHOLDER By: Name: Title: Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC RBC Xxxx Xxxxxxxx Inc. Xxxxxxx Xxxxx & Company, L.L.C. First Albany Capital Inc. Xxxxx Fargo Securities, LLC Acting severally on behalf of themselves and as representatives of the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: /s/ Xxxxxx Xxxxxxx III Name: Xxxxxx Xxxxxxx III Title: Principal: