5,800,000 Shares NIGHTHAWK RADIOLOGY HOLDINGS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2006 • NightHawk Radiology Holdings Inc • Services-misc health & allied services, nec • New York
NightHawk Radiology Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 5,800,000 shares of its common stock, par value $0.001 per share (the “Firm Shares”). Certain shareholders of the Company (the “Selling Shareholders”) named in Schedule II hereto severally propose to sell to the several Underwriters an aggregate of not more than 870,000 additional outstanding shares of the Company’s common stock, par value $0.001 per share (the “Additional Shares”), each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder’s name in Schedule II hereto, if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as
