1086939--3/17/2008--NOVAMED

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Risks Relating to Our Business Reduced prices and reimbursement rates for surgical procedures as a result of competition or Medicare and other governmental and private third party payor cost containment efforts could reduce our revenue, profitability and cash flow Our failure to operate, acquire or develop a sufficient number of profitable surgical facilities could limit our profitability and revenue growth Our revenue and profitability could decrease if we are unable to maintain positive relationships with the physicians who perform surgical procedures at our ASCs Funding our growth strategy may require us to obtain significant additional capital that could increase our leverage, dilute our current equity holders and limit our flexibility We will need cash to pay the principal portion of the conversion value of the Convertible Notes, as required by the indenture governing the notes Our operating margins and profitability could suffer if we are unable to manage effectively, and grow the revenue of, our increasing number of ASCs We may not compete effectively with other companies that have greater resources and experience than us or that may have the ability to influence our licensure Changes in the interpretation of existing laws and regulations, or adoption of new laws or regulations, governing our business operations, including physician use and/or ownership of ASCs, could result in penalties to us, require us to incur significant expenditures, or force us to make changes to our business operations Regulation of the construction, acquisition or expansion of ASCs could prevent us from developing, acquiring, expanding or relocating facilities The nature of being actively involved in acquiring ASCs could subject us to potential claims and material liabilities relating to these businesses Rapid technological advances may reduce our sources of revenue and our profitability Loss of the services of key management personnel could adversely affect our business The nature of our business could subject us to potential malpractice, product liability and other claims If a change in events or circumstances causes us to write-off a portion of our intangible assets, our total assets could be reduced significantly and we could incur a substantial charge to earnings Becoming and remaining compliant with federal regulations enacted under the Health Insurance Portability and Accountability Act could require us to expend significant resources and capital, and could impair our profitability and limit our ability to grow our business Risks Relating to our Common Stock Future sales of shares of our common stock could depress our stock price The convertible note hedge and warrant transactions that we entered into in connection with the sale of the Convertible Notes may affect the trading price of our common stock The fundamental change purchase feature of the Convertible Notes may delay or prevent an otherwise beneficial attempt to take over our company Fluctuations in our quarterly operating results may make it difficult to predict our future results of operations and may cause volatility in our stock price Any return on your investment in our stock will depend on your ability to sell our stock at a profit

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1086939--3/17/2008--NOVAMED_INC