Common use of TABLE OF EXHIBITS AND SCHEDULES Clause in Contracts

TABLE OF EXHIBITS AND SCHEDULES. Schedules: Schedule 1.1.1 Agencies Schedule 1.1.4 Transaction Expenses Schedule 1.1.5 Working Capital Computation Methodology Schedule 1.2 Certain Indebtedness of TARGET and its Subsidiaries Schedule 1.3(f) Persons with Knowledge Schedule 3.1(a) TARGET’s Senior Management Schedule 3.2(c) Retained Asset Value Schedule 3.2(d) Formula for Dividing Divested Asset Proceeds Schedule 4.3(a)(i) Form of Certificate of Sellers’ Representative and Chief Executive Officer of TARGET Schedule 4.3(a)(xvi) Form of Holdco Securityholder Affidavit Schedule 4.3(b)(ii) Form of Certificate of the Buyer Company Schedule 5.2(b) Buyer Company Consents Schedule 5.4 Executed Commitment Letters Schedule 6.4(a) Seller Consents Schedule 6.6 Liabilities or Obligations to Broker, Finder or Agent Schedule 7.2 TARGET’s Subsidiaries Schedule 7.3 Franchisees/Licensees Schedule 7.4(a) TARGET and Subsidiaries Consents Schedule 7.6(a) Ownership of Capital Stock or Derivative Securities Schedule 7.6(b) Subsidiaries of Others Schedule 7.6(c) Holdco Other Capital Stock or Derivative Securities Schedule 7.6(d) Holdco Subsidiaries of Others Schedule 7.7 Capital Stock of TARGET and its Subsidiaries Schedule 7.8 Transactions in Capital Stock of TARGET and its Subsidiaries Schedule 7.9 Liens on Assets of TARGET and its Subsidiaries Schedule 7.10 Related Party Agreements Schedule 7.11 Litigation Schedule 7.13(b) Compliance with Laws Schedule 7.14 Certain Environmental Matters Schedule 7.15(a) Liabilities and Obligations Schedule 7.15(b) Repaid Indebtedness Schedule 7.16(a) Real Properties and Leases Schedule 7.16(d) Fixed Assets Schedule 7.17(a) Tangible Personal Property Schedule 7.17(b) Personal Property Leases Schedule 7.17(c) Condition of Tangible Personal Property Schedule 7.18(a) List of Fictitious or Doing Business As Names Schedule 7.18(b) Intellectual Property Assets Schedule 7.18(c) Intellectual Property Agreements Schedule 7.20 Contractual Commitments Schedule 7.21 Capital Expenditures Schedule 7.22 Inventories Schedule 7.23 Insurance Schedule 7.24(a) Employee Matters Schedule 7.24(b) Employment Agreements Schedule 7.24(c) Employee Policies and Procedures Schedule 7.24(d) Unwritten Amendments Schedule 7.24(e) Labor Compliance Schedule 7.24(f) Unions Schedule 7.24(g) Unauthorized Aliens Schedule 7.24(h) Change of Control Benefits Schedule 7.24(i) Other Compensation Plans Schedule 7.24(j) ERISA Benefit Plans Schedule 7.24(k) Retirees Schedule 7.25 Taxes Schedule 7.26(a) Prior Surveys Schedule 7.26(b) Pending Surveys Schedule 7.27 Absence of Changes Schedule 7.29(d) Multiemployer Plans Schedule 7.29(e) Claims and Litigation Schedule 7.31 Directors and Officers Schedule 7.32 Bank Accounts Schedule 8.1(a) Health Care Licenses Schedule 8.2 No Agency Action or Enforcement Schedule 8.2(e) Excluded Persons, Etc. Schedule 8.2(f) Appeals, Disputes or Contested Positions Schedule 8.3(b) HIPAA Compliance Schedule 8.4 Billing Practices Schedule 8.5(d) Compliance Program and Code of Conduct Schedule 9.2(b) Operation of Business Schedule 9.14 Release Exhibits A TARGET Minority Securityholders A1 Holdco Securityholders B Computation of Exercise Prices and Withholdings for Optionholders and Warrantholders C Form of Escrow Agreement D Lenders of the TARGET and its Subsidiaries E Form of Retained Assets Escrow Agreement F Form of Public Announcement G Form Opinion of TARGET Counsel G2 Form Opinion of TARGET Cayman Counsel THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) dated as of the 18th day of February, 2008 (the “Effective Date”), by and among Amedisys, Inc., a Delaware corporation (the “Buyer Parent”) solely for purposes of Article XV, Amedisys TLC Acquisition, L.L.C., a Louisiana limited liability company (the “Buyer Company”), TLC Health Care Services, Inc., a Delaware corporation (the “TARGET”), the shareholders of the TARGET other than Holdco, as set forth on Exhibit A (all said persons, the “TARGET Minority Securityholders”), TLC Holdings I Corp., a Delaware corporation (“Holdco”), and the shareholders of Holdco, as set forth on Exhibit A1 (the “Holdco Securityholders”). The TARGET Minority Securityholders and the Holdco Securityholders are referred to herein as the “Sellers,” and the Buyer Company, the TARGET, Holdco, and the Sellers are hereinafter sometimes referred to collectively as the “Parties” or singly as a “Party”.

TABLE OF EXHIBITS AND SCHEDULES. Schedules: Schedule 1.1.1 Agencies Schedule 1.1.4 Transaction Expenses Schedule 1.1.5 Working Capital Computation Methodology Schedule 1.2 Certain Indebtedness Exhibit A Form of TARGET and its Subsidiaries Schedule 1.3(f) Persons with Knowledge Schedule 3.1(a) TARGET’s Senior Management Schedule 3.2(c) Retained Asset Value Schedule 3.2(d) Formula for Dividing Divested Asset Proceeds Schedule 4.3(a)(i) Non-Competition Agreement Exhibit B Form of Certificate of Sellers’ Representative and Chief Executive Officer of TARGET Schedule 4.3(a)(xvi) Merger Exhibit C Form of Holdco Securityholder Affidavit Schedule 4.3(b)(ii) Form of FIRPTA Certificate of the Buyer Company Schedule 5.2(b) Buyer Company Consents Schedule 5.4 Executed Commitment Letters Schedule 6.4(a) Seller Consents Schedule 6.6 Liabilities or Obligations to Broker, Finder or Agent Schedule 7.2 TARGET’s Subsidiaries Schedule 7.3 Franchisees/Licensees Schedule 7.4(a) TARGET and Subsidiaries Consents Schedule 7.6(a) Ownership of Capital Stock or Derivative Securities Schedule 7.6(b) Subsidiaries of Others Schedule 7.6(c) Holdco Other Capital Stock or Derivative Securities Schedule 7.6(d) Holdco Subsidiaries of Others Schedule 7.7 Capital Stock of TARGET and its Subsidiaries Schedule 7.8 Transactions in Capital Stock of TARGET and its Subsidiaries Schedule 7.9 Liens on Assets of TARGET and its Subsidiaries Schedule 7.10 Related Party Agreements Schedule 7.11 Litigation Schedule 7.13(b) Compliance with Laws Schedule 7.14 Certain Environmental Matters Schedule 7.15(a) Liabilities and Obligations Schedule 7.15(b) Repaid Indebtedness Schedule 7.16(a) Real Properties and Leases Schedule 7.16(d) Fixed Assets Schedule 7.17(a) Tangible Personal Property Schedule 7.17(b) Personal Property Leases Schedule 7.17(c) Condition of Tangible Personal Property Schedule 7.18(a) List of Fictitious or Doing Business As Names Schedule 7.18(b) Intellectual Property Assets Schedule 7.18(c) Intellectual Property Agreements Schedule 7.20 Contractual Commitments Schedule 7.21 Capital Expenditures Schedule 7.22 Inventories Schedule 7.23 Insurance Schedule 7.24(a) Employee Matters Schedule 7.24(b) Employment Agreements Schedule 7.24(c) Employee Policies and Procedures Schedule 7.24(d) Unwritten Amendments Schedule 7.24(e) Labor Compliance Schedule 7.24(f) Unions Schedule 7.24(g) Unauthorized Aliens Schedule 7.24(h) Change of Control Benefits Schedule 7.24(i) Other Compensation Plans Schedule 7.24(j) ERISA Benefit Plans Schedule 7.24(k) Retirees Schedule 7.25 Taxes Schedule 7.26(a) Prior Surveys Schedule 7.26(b) Pending Surveys Schedule 7.27 Absence of Changes Schedule 7.29(d) Multiemployer Plans Schedule 7.29(e) Claims and Litigation Schedule 7.31 Directors and Officers Schedule 7.32 Bank Accounts Schedule 8.1(a) Health Care Licenses Schedule 8.2 No Agency Action or Enforcement Schedule 8.2(e) Excluded Persons, Etc. Schedule 8.2(f) Appeals, Disputes or Contested Positions Schedule 8.3(b) HIPAA Compliance Schedule 8.4 Billing Practices Schedule 8.5(d) Compliance Program and Code of Conduct Schedule 9.2(b) Operation of Business Schedule 9.14 Release Exhibits A TARGET Minority Securityholders A1 Holdco Securityholders B Computation of Exercise Prices and Withholdings for Optionholders and Warrantholders C Exhibit D Form of Escrow Agreement D Lenders Schedule I Non-Competition Agreement Parties Schedule II Key Employees Schedule 4.6(a)(x) Consents Schedule 4.6(a)(y) Other Actions Schedule 5.3(e) Required Actions Schedule 5.3(f) Employees Schedule 7.2(a)(vii) Certain Specified Matters Schedule 8.7(h) Knowledge Employees 280G Approval 63 Closing Company Debt 13 5% Stockholder 58 Closing Company Transaction Expenses 13 Acquisition Sub 1 Closing Consideration Spreadsheet 66 Action 24 Closing Date 2 affiliate 87 Closing Date Merger Consideration 4 Agent Losses 80 Closing Working Capital 13 Agreement 1 Code 17 Anti-Corruption Laws 50 Company 1 Applicable Accounting Principles 12 Company Balance Sheet 20 Base Cash Amount 3 Company Balance Sheet Date 20 Base Common Amount 4 Company Board 19 Base Common Per Share Amount 4 Company Common Stock 3 Base Merger Consideration 4 Company Debt 4 Business 36 Company Disclosure Schedule 14 Business Day 87 Company Group 33 capital stock 87 Company IP Cores 36 Capitalization Schedule 16 Company IPR 36 Cash Consideration Recipients 5 Company Licensed IPR 36 Certificate 3 Company Permits 24 Certificate of the TARGET and its Subsidiaries E Form Incorporation 2 Company Plans 4 Certificate of Retained Assets Merger 2 Company Preferred Stock 3 CGCL 8 Company Registered IPR 38 Claim 47 Company Representative 50 Closing 2 Company Securities 16 Closing Balance Sheet 13 Company Software 36 iv Company Stock Options 4 GAAP 20 Company Transaction Expenses 4 Governmental Entity 21 Company Warrant 12 Hazardous Substance 29 Confidentiality Agreement 60 Holdings 1 Conflict Minerals 52 HSR Act 21 Contaminant 44 Inbound License Agreement 36 Contingent Worker 28 include, including 87 Contract 46 Indemnification Claim 78 control, controlling, controlled by, under common control with 87 Indemnifying Party 77 Copyrights 37 Information Statement 57 D&O Tail Policy 68 Insurance Policies 49 Datasite 87 Intellectual Property Rights or IPR 36 DGCL 1 Interested Party 51 Disabling Code 44 Invention Assignment Agreements 63 Dissenting Shares 8 IP Core 37 Dissenting Stockholder 8 IRS 25 Distribution 5 ISO 17 Due Date 87 Key Employee Conditions 63 Effective Time 2 Key Employees 1 Employee Indebtedness 66 knowledge, known 87 Employee Plans 25 Laws 25 Employment Letters 1 Lease Documents 49 Environmental Laws 29 Letter of Transmittal 9 ERISA 25 Lien 88 ERISA Affiliate 25 Losses 77 Escrow Agent 79 made available 14 Escrow Agreement F Form 79 Majority Escrow Holders 81 Escrow Amount 5 Mask Works 37 Escrow Fund 79 Material Adverse Effect on Parent 53 Escrow Holders 5 Material Adverse Effect on the Company 15 Escrow Period 76 Material Contract, Material Contracts 46 Estimated Company Debt 12 Merger 2 Estimated Company Transaction Expenses 68 Multiemployer Plan 27 Estimated Working Capital 12 Multiple Employer Plan 27 Exchange Ratio 5 Net Adjustment Amount 13 Excluded Key Employee 71 New Hire 61 FCPA 50 Non-Competition Agreement Parties 1 Final Closing Statement 13 Non-Competition Agreements 1 Final Date 74 Notice of Public Announcement G Form Opinion Disagreement 13 Financial Statements 19 Open Source License 37 Firm 69 Open Source Software 37 Fully Diluted Common Share Number 5 Option Shares 5 v Optionholder 88 Standard Commercial Software 38 Ordinary Course of TARGET Counsel G2 Form Opinion Business 88 Standards Body 44 Ordinary Losses 83 Stockholder 88 Other Accelerating Employees 64 Stockholder Agent 1 Outbound License Agreement 37 Stockholder Agent Confidentiality Agreement 60 Parent 1 Stockholder Approval 19 Parent Common Stock 5 Straddle Period 30 Parent Indemnitees 77 subsidiary, subsidiaries 88 Patents 37 Survival Period 76 person 88 Surviving Corporation 2 Pre-Closing Tax Period 30 Systems 44 Pre-Closing Taxes 30 Target Working Capital 6 Preliminary Closing Balance Sheet 12 Tax Claim 32 Preliminary Closing Statement 12 Tax Law 31 Preliminary Consideration Spreadsheet 66 Tax Period 31 Product Offerings 38 Tax Return 31 Products 38 Tax, Taxes 30 Property Taxes 30 Terminated Employee 61 Recovery Percentage 8 Third Party 38, 59 Requisite Approval 19 Third Party Acquisition 59 Reserve Amount 6 Third Party Claim 81 Reserve Fund 79 Threshold 78 Restricted Company Share 88 Total Merger Consideration 6 Schedule of TARGET Cayman Counsel Company Transaction Expenses 68 Trade Secrets 37 SEC 21 Trademarks 36 Securities Act 16 Transaction Agreements 88 Series A Preferred Stock 3 Transaction Expenses Payoff Instructions 68 Series B Preferred Stock 3 Transactions 1 Series C Preferred Stock 3 Unvested Employee Company Option Value 6 Series D Preferred Stock 3 Unvested Employee Company Options 11 Series D1 Preferred Stock 3 Unvested Non-Employee Company Options 12 Series E Preferred Stock 3 Updated Capitalization Schedule 72 Series E1 Preferred Stock 3 Updated Disclosure Schedule 62 Series E2 Preferred Stock 3 Vested Company Option 11 Series E3 Preferred Stock 3 Vested Optionholder 9 Shares 6 Working Capital 6 Snapshot Date 66 Working Capital Adjustment Amount 6 Software 38 Special Claims 76 Special IP Claims 76 Special IP Losses 78 Special Losses 78 THIS PURCHASE AGREEMENT AND SALE AGREEMENT PLAN OF MERGER (the this “Agreement”) ), dated as of the 18th day of FebruaryMarch 11, 2008 2013, is by and among Cadence Design Systems, Inc., a Delaware corporation (the “Effective DateParent”), by Tundra Holdings, Inc., a Delaware corporation and among Amedisyswholly owned subsidiary of Parent (“Holdings”), Tundra Subsidiary Corporation, a Delaware corporation and a wholly owned subsidiary of Holdings (“Acquisition Sub”), Tensilica, Inc., a Delaware corporation (the “Buyer Parent”) solely for purposes of Article XV, Amedisys TLC Acquisition, L.L.C., a Louisiana limited liability company (the “Buyer Company”), TLC Health Care Servicesand, Inc.solely with respect to Section 4.8, Section 4.18, Article 7 and Article 8, Shareholder Representative Services LLC, a Delaware corporation Colorado limited liability company, solely in its capacity as the agent for the Escrow Holders (the “TARGETStockholder Agent”), the shareholders of the TARGET other than Holdco, as set forth on Exhibit A (all said persons, the “TARGET Minority Securityholders”), TLC Holdings I Corp., a Delaware corporation (“Holdco”), and the shareholders of Holdco, as set forth on Exhibit A1 (the “Holdco Securityholders”). The TARGET Minority Securityholders and the Holdco Securityholders are referred to herein as the “Sellers,” and the Buyer Company, the TARGET, Holdco, and the Sellers are hereinafter sometimes referred to collectively as the “Parties” or singly as a “Party”.

TABLE OF EXHIBITS AND SCHEDULES. Schedules: Schedule 1.1.1 Agencies Schedule 1.1.4 Transaction Expenses Schedule 1.1.5 Working Capital Computation Methodology Schedule 1.2 Certain Indebtedness of TARGET Exhibits Exhibit A-1 — Gathering System Exhibit A-2 — Easements and its Subsidiaries Schedule 1.3(f) Persons with Knowledge Schedule 3.1(a) TARGET’s Senior Management Schedule 3.2(c) Retained Asset Value Schedule 3.2(d) Formula for Dividing Divested Asset Proceeds Schedule 4.3(a)(i) Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Contracts Exhibit B-1 — AVC Pipeline System Exhibit B-2 — AVC Pipeline Easements and Fee Interests Exhibit B-3 — AVC Pipeline Contracts Exhibit C-1 — Xxxxx Storage System Exhibit C-2 — Xxxxx Storage Contracts Exhibit D-1 — Form of Certificate of Sellers’ Representative and Chief Executive Officer of TARGET Schedule 4.3(a)(xvi) Conveyance Agreement Exhibit D-2 — Form of Holdco Securityholder Affidavit Schedule 4.3(b)(ii) Real Estate Assignment Agreement Exhibit E — Form of Certificate AVC Assignment Agreement Exhibit F — Form of the Buyer Company Xxxxx Assignment Agreement Exhibit G — Form of Second Amended and Restated Operating Agreement of EQT Energy Supply, LLC Schedules EQM Disclosure Schedules Schedule 5.2(b) Buyer Company 3.3 — No Conflict; Required Filings and Consents Seller Disclosure Schedules Schedule 4.3 — No Conflict; Required Filings and Consents Schedule 5.4 Executed Commitment Letters 4.4(a) — Financial Statements Schedule 6.4(a4.4(b) Seller Consents — Undisclosed Liabilities Schedule 6.6 Liabilities or Obligations 4.6 — No Adverse Changes Schedule 4.7(a) — Licenses; Permits Schedule 4.7(b) — Licenses; Permits Schedule 4.8 — Litigation; Laws and Regulations Schedule 4.10 — Title to Broker, Finder or Agent Real Property Schedule 7.2 TARGET’s Subsidiaries 4.11(b) — Condition of Assets Schedule 7.3 Franchisees/Licensees 4.13 — Taxes Schedule 7.4(a) TARGET and Subsidiaries Consents Schedule 7.6(a) Ownership of Capital Stock or Derivative Securities Schedule 7.6(b) Subsidiaries of Others Schedule 7.6(c) Holdco Other Capital Stock or Derivative Securities Schedule 7.6(d) Holdco Subsidiaries of Others Schedule 7.7 Capital Stock of TARGET and its Subsidiaries Schedule 7.8 Transactions in Capital Stock of TARGET and its Subsidiaries Schedule 7.9 Liens on Assets of TARGET and its Subsidiaries Schedule 7.10 Related Party Agreements Schedule 7.11 Litigation Schedule 7.13(b) Compliance with Laws Schedule 7.14 Certain 4.14 — Environmental Matters Schedule 7.15(a) Liabilities and Obligations 4.15 — Contracts Schedule 7.15(b) Repaid Indebtedness Schedule 7.16(a) Real Properties and Leases Schedule 7.16(d) Fixed Assets Schedule 7.17(a) Tangible Personal Property Schedule 7.17(b) Personal Property Leases Schedule 7.17(c) Condition of Tangible Personal Property Schedule 7.18(a) List of Fictitious or Doing Business As Names Schedule 7.18(b) Intellectual Property Assets Schedule 7.18(c) Intellectual Property Agreements Schedule 7.20 Contractual Commitments Schedule 7.21 Capital Expenditures Schedule 7.22 Inventories Schedule 7.23 4.16 — Insurance Schedule 7.24(a) Employee Matters Schedule 7.24(b) Employment Agreements Schedule 7.24(c) Employee Policies and Procedures Schedule 7.24(d) Unwritten Amendments Schedule 7.24(e) Labor Compliance Schedule 7.24(f) Unions Schedule 7.24(g) Unauthorized Aliens Schedule 7.24(h) Change of Control Benefits Schedule 7.24(i) Other Compensation Plans Schedule 7.24(j) ERISA Benefit Plans Schedule 7.24(k) Retirees Schedule 7.25 Taxes Schedule 7.26(a) Prior Surveys Schedule 7.26(b) Pending Surveys Schedule 7.27 Absence of Changes Schedule 7.29(d) Multiemployer Plans Schedule 7.29(e) Claims and Litigation Schedule 7.31 Directors and Officers Schedule 7.32 Bank Accounts Schedule 8.1(a) Health Care Licenses Schedule 8.2 No Agency Action or Enforcement Schedule 8.2(e) Excluded Persons, Etc. Schedule 8.2(f) Appeals, Disputes or Contested Positions Schedule 8.3(b) HIPAA Compliance Schedule 8.4 Billing Practices Schedule 8.5(d) Compliance Program and Code of Conduct Schedule 9.2(b) Operation of Business Schedule 9.14 Release Exhibits A TARGET Minority Securityholders A1 Holdco Securityholders B Computation of Exercise Prices and Withholdings for Optionholders and Warrantholders C Form of Escrow Agreement D Lenders of the TARGET and its Subsidiaries E Form of Retained Assets Escrow Agreement F Form of Public Announcement G Form Opinion of TARGET Counsel G2 Form Opinion of TARGET Cayman Counsel PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT AGREEMENT, dated as of October 13, 2016 (the “AgreementClosing Date”) dated ), but effective as of the 18th day of February12:01 a.m. October 1, 2008 2016 (the “Effective Date”) (this “Agreement”), is made by and among AmedisysEQT Gathering Holdings, Inc.LLC, a Delaware corporation (the “Buyer Parent”) solely for purposes of Article XV, Amedisys TLC Acquisition, L.L.C., a Louisiana limited liability company (the “Buyer CompanyEQT Gathering Holdings”), TLC Health Care ServicesEQT Gathering, Inc.LLC, a Delaware corporation limited liability company (the “TARGETEQT Gathering”), the shareholders of the TARGET other than HoldcoEQT Midstream Partners, as set forth on Exhibit A LP, a Delaware limited partnership (all said persons, the “TARGET Minority SecurityholdersEQM”), TLC Holdings I Corp.EQM Gathering Opco, LLC, a Delaware corporation limited liability company and an indirect wholly owned subsidiary of EQM (“HoldcoEQM Gathering Opco”), Equitrans Investments, LLC, a Delaware limited liability company and a wholly owned subsidiary of EQM (“Equitrans Investments”), Equitrans, L.P., a Pennsylvania limited partnership and an indirect wholly owned subsidiary of EQM (“Equitrans LP”), and solely for the shareholders purpose of HoldcoSection 6.4 EQT Corporation, as set forth on Exhibit A1 (the “Holdco Securityholders”). The TARGET Minority Securityholders and the Holdco Securityholders are referred to herein as the “Sellers,” and the Buyer Company, the TARGET, Holdco, and the Sellers are hereinafter sometimes referred to collectively as the “Parties” or singly as a “Party”Pennsylvania corporation.

TABLE OF EXHIBITS AND SCHEDULES. Schedules: Exhibit A – Assignment and Assumption and Bxxx of Sale Exhibit B-1 – Secured Promissory Note (Installment) Exhibit B-2 – Secured Promissory Note (FAP) Exhibit B-3 – Secured Promissory Note (Component Inventory) Exhibit C – Stock Rights and Restriction Agreement Exhibit D – Security Agreement Exhibit E-1 – Seller Non-Competition Agreement Exhibit E-2 – Zxxx Non-Competition Agreement Exhibit E-3 – Wxxxxx Non-Competition Agreement Exhibit F – Lease Assignment Exhibit G – Services Agreement Schedule 1.1.1 Agencies 1.0 – Table of Definitions Schedule 1.1.4 Transaction Expenses Schedule 1.1.5 Working Capital Computation Methodology 1.1 – Acquired Assets Schedule 1.2 Certain Indebtedness – Excluded Assets/Product Inventory Schedule 1.3 – Purchase Orders Schedule 1.5 – Seller Employees/Transferring Employees Schedule 2.1(iii) – Fixed Assets Schedule 2.1(v) – Component Inventory Schedule 2.4 – Allocation of TARGET Purchase Price Schedule 4.1 – Foreign Qualification Schedule 4.3(a) – Governmental Approvals Schedule 4.3(b) – Third Party Consents Schedule 4.5 – Licenses and its Permits Schedule 4.6 – Owners and Subsidiaries Schedule 1.3(f) Persons 4.7 – Assets Not Presently Owned but to be Conveyed at Closing Schedule 4.8 – Personal Property Leases Schedule 4.9 – Financial Statements Schedule 4.10 – Absence of Certain Events Schedule 4.11 – Legal Proceedings Schedule 4.13 – Compliance with Knowledge FDA and FTC Regulations Schedule 3.1(a) TARGET’s Senior Management Schedule 3.2(c) Retained Asset Value Schedule 3.2(d) Formula for Dividing Divested Asset Proceeds Schedule 4.3(a)(i) Form of Certificate of Sellers’ Representative and Chief Executive Officer of TARGET Schedule 4.3(a)(xvi) Form of Holdco Securityholder Affidavit Schedule 4.3(b)(ii) Form of Certificate of the Buyer Company Schedule 5.2(b) Buyer Company Consents Schedule 5.4 Executed Commitment Letters Schedule 6.4(a) Seller Consents Schedule 6.6 Liabilities or Obligations to Broker, Finder or Agent Schedule 7.2 TARGET’s Subsidiaries Schedule 7.3 Franchisees/Licensees Schedule 7.4(a) TARGET and Subsidiaries Consents Schedule 7.6(a) Ownership of Capital Stock or Derivative Securities Schedule 7.6(b) Subsidiaries of Others Schedule 7.6(c) Holdco Other Capital Stock or Derivative Securities Schedule 7.6(d) Holdco Subsidiaries of Others Schedule 7.7 Capital Stock of TARGET and its Subsidiaries Schedule 7.8 Transactions in Capital Stock of TARGET and its Subsidiaries Schedule 7.9 Liens on Assets of TARGET and its Subsidiaries Schedule 7.10 Related Party Agreements Schedule 7.11 Litigation Schedule 7.13(b) 4.14 – Compliance with Laws Schedule 7.14 Certain Environmental Matters 4.15(d) – Labor Contracts Schedule 7.15(a) Liabilities and Obligations 4.16 – Benefit Plan Compliance Schedule 7.15(b) Repaid Indebtedness 4.19 – Tax Disputes Schedule 7.16(a) 4.20 – Contracts Schedule 4.21 – Real Properties and Leases Schedule 7.16(d) Fixed Assets Schedule 7.17(a) Tangible Personal Property Schedule 7.17(b) Personal Property Leases 4.22 -- Financing Statements Schedule 7.17(c) Condition of Tangible Personal 4.23 – Affiliate Transactions Schedule 4.24 – Insurance Schedule 4.25 – Intellectual Property Schedule 7.18(a5.7 – Commission Documents; Financial Statements Schedule 6.3(a) List of Fictitious or Doing Business As Names Schedule 7.18(b) Intellectual Property Assets Schedule 7.18(c) Intellectual Property Agreements Schedule 7.20 Contractual Commitments Schedule 7.21 Capital Expenditures Schedule 7.22 Inventories Schedule 7.23 Insurance Schedule 7.24(a) Employee Matters Schedule 7.24(b) Employment Agreements Schedule 7.24(c) Employee Policies and Procedures Schedule 7.24(d) Unwritten Amendments Schedule 7.24(e) Labor Compliance Schedule 7.24(f) Unions Schedule 7.24(g) Unauthorized Aliens Schedule 7.24(h) Change of Control Benefits Schedule 7.24(i) Other Compensation Plans Schedule 7.24(j) ERISA Benefit Plans Schedule 7.24(k) Retirees Schedule 7.25 Taxes Schedule 7.26(a) Prior Surveys Schedule 7.26(b) Pending Surveys Schedule 7.27 Absence of Changes Schedule 7.29(d) Multiemployer Plans Schedule 7.29(e) Claims and Litigation Schedule 7.31 Directors and Officers Schedule 7.32 Bank Accounts Schedule 8.1(a) Health Care Licenses Schedule 8.2 No Agency Action or Enforcement Schedule 8.2(e) Excluded Persons, Etc. Schedule 8.2(f) Appeals, Disputes or Contested Positions Schedule 8.3(b) HIPAA Compliance Schedule 8.4 Billing Practices Schedule 8.5(d) Compliance Program and Code of Conduct Schedule 9.2(b) Operation of Business Schedule 9.14 Release Exhibits A TARGET Minority Securityholders A1 Holdco Securityholders B Computation of Exercise Prices and Withholdings for Optionholders and Warrantholders C Form of Escrow Agreement D Lenders of the TARGET and its Subsidiaries E Form of Retained Assets Escrow Agreement F Form of Public Announcement G Form Opinion of TARGET Counsel G2 Form Opinion of TARGET Cayman Counsel THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) dated as of the 18th day of February, 2008 (the “Effective Date”), by and among Amedisys, Inc., a Delaware corporation (the “Buyer Parent”) solely for purposes of Article XV, Amedisys TLC Acquisition, L.L.C., a Louisiana limited liability company (the “Buyer Company”), TLC Health Care Services, Inc., a Delaware corporation (the “TARGET”), the shareholders of the TARGET other than Holdco, as set forth on Exhibit A (all said persons, the “TARGET Minority Securityholders”), TLC Holdings I Corp., a Delaware corporation (“Holdco”), and the shareholders of Holdco, as set forth on Exhibit A1 (the “Holdco Securityholders”). The TARGET Minority Securityholders and the Holdco Securityholders are referred to herein as the “Sellers,” and the Buyer Company, the TARGET, Holdco, and the Sellers are hereinafter sometimes referred to collectively as the “Parties” or singly as a “Party”.– Required Consents 4416103v.8

TABLE OF EXHIBITS AND SCHEDULES. Schedules: Schedule 1.1.1 Agencies Schedule 1.1.4 Transaction Expenses Schedule 1.1.5 Working Capital Computation Methodology Schedule 1.2 Certain Indebtedness of TARGET and its Subsidiaries Schedule 1.3(f) Persons with Knowledge Schedule 3.1(a) TARGET’s Senior Management Schedule 3.2(c) Retained Asset Value Schedule 3.2(d) Formula for Dividing Divested Asset Proceeds Schedule 4.3(a)(i) Exhibit A-1 Form of Certificate of Sellers’ Representative and Chief Executive Officer of TARGET Schedule 4.3(a)(xvi) Deerfield L.P. Note Exhibit A-2 Form of Holdco Securityholder Affidavit Schedule 4.3(b)(ii) Deerfield International Note Exhibit B-1 Form of Certificate Deerfield L.P. Series A Warrant Exhibit B-2 Form of the Buyer Company Deerfield International Series A Warrant Exhibit B-3 Form of Deerfield L.P. Series B Warrant Exhibit B-4 Form of Deerfield International Series B Warrant Exhibit B-5 Form of Deerfield L.P. Series C Warrant Exhibit B-6 Form of Deerfield International Series C Warrant Exhibit B-7 Form of Deerfield L.P. Series D Warrant Exhibit B-8 Form of Deerfield International Series D Warrant Exhibit C Form of Investor Rights Agreement Exhibit D Form of Security Agreement Exhibit E Form of Opinion of Seller’s Counsel Schedule 5.2(b) Buyer Company Consents 1.1 Notes and Warrants Schedule 5.4 Executed Commitment Letters 3.5 Non-Contravention Schedule 6.4(a) Seller Consents Schedule 6.6 Liabilities or Obligations to Broker, Finder or Agent Schedule 7.2 TARGET’s Subsidiaries Schedule 7.3 Franchisees/Licensees Schedule 7.4(a) TARGET and Subsidiaries Consents Schedule 7.6(a) Ownership of Capital Stock or Derivative Securities Schedule 7.6(b) Subsidiaries of Others Schedule 7.6(c) Holdco Other Capital Stock or Derivative Securities Schedule 7.6(d) Holdco Subsidiaries of Others Schedule 7.7 Capital Stock of TARGET and its Subsidiaries Schedule 7.8 Transactions in Capital Stock of TARGET and its Subsidiaries Schedule 7.9 Liens on Assets of TARGET and its Subsidiaries Schedule 7.10 Related Party Agreements Schedule 7.11 3.10 Litigation Schedule 7.13(b3.11(a) Compliance with Laws Absence of Certain Changes Schedule 7.14 3.11(b) Absence of Certain Environmental Matters Changes Schedule 7.15(a3.11(c) Liabilities and Obligations Absence of Certain Changes Schedule 7.15(b3.11(d) Repaid Indebtedness Absence of Certain Changes Schedule 7.16(a3.11(e) Real Properties and Leases Absence of Certain Changes Schedule 7.16(d3.11(f) Fixed Assets Absence of Certain Changes Schedule 7.17(a3.11(g) Tangible Personal Absence of Certain Changes Schedule 3.15 Intellectual Property Schedule 7.17(b) Personal Property Leases 3.17 Preemptive Rights Schedule 7.17(c) Condition of Tangible Personal Property 3.19 Subsidiaries and Investments Schedule 7.18(a) List of Fictitious or Doing Business As Names 3.20 Capitalization Schedule 7.18(b) Intellectual Property Assets Schedule 7.18(c) Intellectual Property Agreements Schedule 7.20 Contractual Commitments Schedule 7.21 Capital Expenditures Schedule 7.22 Inventories Schedule 7.23 Insurance Schedule 7.24(a) Employee Matters Schedule 7.24(b) 3.22 Employees, Employment Agreements Schedule 7.24(c) and Employee Policies and Procedures Schedule 7.24(d) Unwritten Amendments Schedule 7.24(e) Labor Compliance Schedule 7.24(f) Unions Schedule 7.24(g) Unauthorized Aliens Schedule 7.24(h) Change of Control Benefits Schedule 7.24(i) Other Compensation Plans Schedule 7.24(j) ERISA Benefit Plans Schedule 7.24(k3.28 Brokers Schedule 5.12(a) Retirees Limitation on Debt Schedule 7.25 Taxes Schedule 7.26(a5.12(b) Prior Surveys Schedule 7.26(b) Pending Surveys Schedule 7.27 Absence of Changes Schedule 7.29(d) Multiemployer Plans Schedule 7.29(e) Claims and Litigation Schedule 7.31 Directors and Officers Schedule 7.32 Bank Accounts Schedule 8.1(a) Health Care Licenses Schedule 8.2 No Agency Action or Enforcement Schedule 8.2(e) Excluded Persons, Etc. Schedule 8.2(f) Appeals, Disputes or Contested Positions Schedule 8.3(b) HIPAA Compliance Schedule 8.4 Billing Practices Schedule 8.5(d) Compliance Program and Code of Conduct Schedule 9.2(b) Operation of Business Schedule 9.14 Release Exhibits A TARGET Minority Securityholders A1 Holdco Securityholders B Computation of Exercise Prices and Withholdings for Optionholders and Warrantholders C Form of Escrow Agreement D Lenders of the TARGET and its Subsidiaries E Form of Retained Assets Escrow Agreement F Form of Public Announcement G Form Opinion of TARGET Counsel G2 Form Opinion of TARGET Cayman Counsel THIS Limitation on Liens NOTE AND WARRANT PURCHASE AND SALE AGREEMENT (the “Agreement”) dated as of the 18th day of FebruaryJune 23, 2008 (the “Effective Date”)2006, by and among AmedisysDrugMax, Inc., a Delaware Nevada corporation (the “Buyer Parent”) solely for purposes of Article XV, Amedisys TLC Acquisition, L.L.C., a Louisiana limited liability company (the “Buyer CompanySeller”), TLC Health Care ServicesDeerfield Special Situations Fund, Inc.L.P., a Delaware corporation (the “TARGET”), the shareholders of the TARGET other than Holdco, as set forth on Exhibit A (all said persons, the “TARGET Minority Securityholders”), TLC Holdings I Corp., a Delaware corporation limited partnership (“HoldcoDeerfield L.P.”), and the shareholders of HoldcoDeerfield Special Situations Fund International, as set forth on Exhibit A1 Limited, a British Virgin Islands company (the “Holdco SecurityholdersDeerfield International”). The TARGET Minority Securityholders Each of Deerfield L.P. and the Holdco Securityholders are Deerfield International is referred to herein as the a “SellersPurchaser,” and the Buyer Company, the TARGET, Holdco, and the Sellers are hereinafter sometimes referred to collectively as the “Parties” or singly as a “PartyPurchasers.”.