Pathology Solutions, LLC Sample Contracts

Aurora Diagnostics Holdings, LLC Aurora Diagnostics Financing, Inc. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 12th, 2011 • Pathology Solutions, LLC • New York

Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (“Parent”) and Aurora Diagnostics Financing, Inc., a Delaware corporation (collectively, the “Issuers”), propose to issue and sell to Morgan Stanley & Co. Incorporated, Barclays Capital Inc. and UBS Securities LLC, and the several purchasers named in Schedule I to the Purchase Agreement (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of December 14, 2010 (the “Purchase Agreement”), $200,000,000 aggregate principal amount of their 10.750% Senior Notes due 2018 (the “Initial Securities”) to be guaranteed (the “Guarantees”) by those subsidiaries of the Parent listed in Schedule II to the Purchase Agreement (the “Guarantors”, and together with the Issuers, the “Company”). The Initial Securities will be issued pursuant to an Indenture of even date herewith, (the “Indenture”) among the Issuers, the Guarantors and U.S. Bank National Association (the “Trustee”). As an indu

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of TEXAS PATHOLOGY, LLC
Limited Liability Company Operating Agreement • September 12th, 2011 • Pathology Solutions, LLC • Texas

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Texas Pathology, LLC, a Texas limited liability company (the “Company”), is made as of December 31, 2010, by and between the Company and Aurora Diagnostics, LLC (the “Member”, and together with any party hereafter admitted as a member of the Company in accordance with the terms hereof, the “Members”).

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OPERATING AGREEMENT of AURORA MICHIGAN, LLC
Operating Agreement • September 12th, 2011 • Pathology Solutions, LLC • Michigan

This Operating Agreement (this “Agreement”) of Aurora Michigan, LLC, a Michigan limited liability company (the “Company”), is made as of November 17, 2006, by Aurora Diagnostics, LLC, a Delaware limited liability company (the “Initial Member”, and together with any party hereafter admitted as a member of the Company in accordance with the terms hereof, the “Members”).

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SENIOR MANAGEMENT AGREEMENT
Senior Management Agreement • September 12th, 2011 • Pathology Solutions, LLC • Delaware

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of October 16, 2006, by and among Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (the “Company”), Aurora Diagnostics, LLC, a Delaware limited liability company (“Employer”), James C. New (the “Selling Unitholder”) and Fred Ferrara (“Executive”).

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THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • September 12th, 2011 • Pathology Solutions, LLC • New York

Third Supplemental Indenture (this “Supplemental Indenture”), dated as of June 2, 2011, among Derm Path New England, LLC, a Massachusetts limited liability company (the “Additional Subsidiary Guarantor”), Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (the “Company”), Aurora Diagnostics Financing, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and U.S. Bank National Association (the “Trustee”).

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MANAGEMENT AGREEMENT
Management Agreement • September 12th, 2011 • Pathology Solutions, LLC

THIS AGREEMENT (this “Agreement”) is made and entered effective as of , 2010, by and between Aurora Diagnostics, LLC, a Delaware limited liability company (“Manager”), and , a professional limited liability company (the “Practice”).

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SERVICES AGREEMENT
Services Agreement • September 12th, 2011 • Pathology Solutions, LLC

THIS SERVICES AGREEMENT (the “Agreement”) is made and entered into this ___ day of (the “Effective Date”) by and between , a limited liability company (the “Company”), and , a professional limited liability company (“Services PLLC”).

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NOMINEE AGREEMENT
Nominee Agreement • September 12th, 2011 • Pathology Solutions, LLC

THIS NOMINEE AGREEMENT (the “Agreement”) is entered into as of , by and between , M.D., a physician licensed to practice medicine in the State of (the “Nominee”), and Aurora Diagnostics, LLC, a Delaware limited liability company (“Aurora”).

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SECOND AMENDED AND RESTATED OPERATING AGREEMENT of CUNNINGHAM PATHOLOGY, L.L.C.
Operating Agreement • September 12th, 2011 • Pathology Solutions, LLC • Delaware

This Second Amended and Restated Operating Agreement (this “Agreement”) of Cunningham Pathology, L.L.C., a Delaware limited liability company (the “Company”), is made as of April 30, 2007, by Aurora Diagnostics, LLC, a Delaware limited liability company (the “Sole Member,” and together with any party hereafter admitted as a member of the Company in accordance with the terms hereof, the “Members”).

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NON-ALIENATION AGREEMENT
Non-Alienation Agreement • September 12th, 2011 • Pathology Solutions, LLC

THIS NON-ALIENATION AGREEMENT (the “Agreement”) is entered into as of , by and among , M.D., a physician licensed to practice medicine in the State of (the “Owner”), , a limited liability company (“Aurora”), and Aurora Diagnostics, LLC, a Delaware limited liability company and the sole member of Aurora (“Parent”).

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AURORA DIAGNOSTICS HOLDINGS, LLC AURORA DIAGNOSTICS FINANCING, INC. AND THE GUARANTORS PARTY HERETO 10.750% Senior Notes Due 2018 PURCHASE AGREEMENT
Purchase Agreement • September 12th, 2011 • Pathology Solutions, LLC • New York

This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary Offering Memorandum.

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of BIOPSY DIAGNOSTICS, LLC
Limited Liability Company Operating Agreement • September 12th, 2011 • Pathology Solutions, LLC • South Carolina

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Biopsy Diagnostics, LLC, a South Carolina limited liability company (the “Company”), is made as of October 8, 2010, by and between the Company and Aurora Diagnostics, LLC (the “Member”, and together with any party hereafter admitted as a member of the Company in accordance with the terms hereof, the “Members”).

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FIRST AMENDMENT TO AURORA DIAGNOSTICS, LLC AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • September 12th, 2011 • Pathology Solutions, LLC • Delaware

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “First Amendment”) is made as of May 20, 2010, by and among Summit Partners, L.P., a Delaware limited partnership (“Summit”), KRG Capital Management, L.P., a Delaware limited partnership (“KRG”), and Aurora Diagnostics, LLC, a Delaware limited liability company (the “Company”).

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LIMITED LIABILITY COMPANY AGREEMENT of AURORA NEW HAMPSHIRE, LLC
Limited Liability Company Agreement • September 12th, 2011 • Pathology Solutions, LLC • New Hampshire

This Limited Liability Company Agreement (this “Agreement”) of Aurora New Hampshire, LLC, a New Hampshire limited liability company (the “Company”), is made as of December 8, 2006, by Aurora Diagnostics, LLC, a Delaware limited liability company (the “Initial Member”, and together with any party hereafter admitted as a member of the Company in accordance with the terms hereof, the “Members”).

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FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT
Senior Management Agreement • September 12th, 2011 • Pathology Solutions, LLC • Delaware

THIS AMENDMENT (the “Amendment”) to Senior Management Agreement is made and entered into as of April , 2010, by and between Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (the “Company”), Aurora Diagnostics, LLC, a Delaware limited liability company (“Employer”), and Martin J. Stefanelli (the “Executive”).

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AURORA DIAGNOSTICS, LLC AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • September 12th, 2011 • Pathology Solutions, LLC • Delaware

THIS AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of June 12, 2009 (the “Effective Date”), by and among Summit Partners, L.P., a Delaware limited partnership (“Summit”), KRG Capital Management, L.P., a Delaware limited partnership (“KRG”), and Aurora Diagnostics, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used herein and not otherwise defmed herein shall have the meaning ascribed such terms in the Amended and Restated Limited Liability Company Agreement of the Parent dated as of the Effective Date, as amended (the “LLC Agreement”).

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FIRST AMENDMENT TO REVOCABLE TRUST AGREEMENT
Revocable Trust Agreement • September 12th, 2011 • Pathology Solutions, LLC

THIS FIRST AMENDMENT TO REVOCABLE TRUST AGREEMENT (this “Amendment”) is entered into as of the 31st day of December, 2010, by Aurora LMC, LLC, a Nevada limited liability company (the “Trustor”).

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First Amendment to the Limited Liability Company Agreement of Aurora Diagnostics, LLC A Delaware Limited Liability Company
Pathology Solutions, LLC • September 12th, 2011 • Delaware

This First Amendment to the Limited Liability Company Agreement of Aurora Diagnostics, LLC (this “First Amendment”) is effective as of June 12, 2009. Unless otherwise indicated, capitalized words and phrases used in this First Amendment shall have the meanings assigned to such terms in the Limited Liability Company (the “LLC Agreement”) of Aurora Diagnostics, LLC, a Delaware limited liability company (the “Company”).

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CONSULTING AGREEMENT
Consulting Agreement • September 12th, 2011 • Pathology Solutions, LLC • Florida

THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of this 6th day of July, 2011 (the “Effective Date”), by and between Aurora Diagnostics, LLC (the “Company”) and James C. New (“New”).

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FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF AURORA GREENSBORO LLC
Limited Liability Company Operating Agreement • September 12th, 2011 • Pathology Solutions, LLC • North Carolina

This First Amendment (this “Amendment”) to the Limited Liability Company Operating Agreement (the “LLC Agreement”) of Aurora Greensboro LLC, a North Carolina limited liability company (the “ Company”), is made as of May 25, 2010, by and between the Company and Aurora Diagnostics, LLC, a Delaware limited liability company (the “ Sole Member).”

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Aurora Diagnostics, LLC 11025 RCA Center Drive Palm Beach Gardens, FL 33410
Pathology Solutions, LLC • September 12th, 2011

Reference is made to that certain Senior Management Agreement dated November 5, 2007 (the “Senior Management Agreement”) by and among Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (the “Company”), Aurora Diagnostics, LLC, a Delaware limited liability company (“Employer”), and Greg Marsh (“Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Limited Liability Company Agreement of the Company, as amended from time to time including the first and second amendments thereto (as amended, the “LLC Agreement”).

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • September 12th, 2011 • Pathology Solutions, LLC • New York

Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of August 12, 2011, among Aurora Georgia, LLC, a Georgia limited liability company (the “Additional Subsidiary Guarantor”), Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (the “Company”), Aurora Diagnostics Financing, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and U.S. Bank National Association (the “Trustee”).

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SENIOR MANAGEMENT AGREEMENT
Senior Management Agreement • September 12th, 2011 • Pathology Solutions, LLC • Delaware

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of April ___, 2007, by and among Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (the “Company”), Aurora Diagnostics, LLC, a Delaware limited liability company (“Employer”), James C. New (the “Selling Unitholder”) and Michael Null (“Executive”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of TWIN CITIES DERMATOPATHOLOGY, LLC
Limited Liability Company Operating Agreement • September 12th, 2011 • Pathology Solutions, LLC • Minnesota

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Twin Cities Dermatopathology, LLC, a Minnesota limited liability company (the “Company”), is made as of March 7, 2008, by and between the Company and Aurora Diagnostics, LLC, a Delaware limited liability company (the “Sole Member,” and together with any party hereafter admitted as a member of the Company in accordance with the terms hereof, the “Members”).

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SENIOR MANAGEMENT AGREEMENT
Senior Management Agreement • September 12th, 2011 • Pathology Solutions, LLC • Delaware

THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of November 5, 2007, by and among Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (the “Company”), Aurora Diagnostics, LLC, a Delaware limited liability company (“Employer”), and Greg Marsh (“Executive”). Certain definitions are set forth in Section 4 of this Agreement.

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AURORA DIAGNOSTICS HOLDINGS, LLC AMENDED AND RESTATED REGISTRATION AGREEMENT
Registration Agreement • September 12th, 2011 • Pathology Solutions, LLC • Delaware

THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this “Agreement”) is made as of June 12, 2009, by and among (i) Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (including its corporate successor resulting directly or indirectly from its conversion from a limited liability company to a corporation, the “Company”), (ii) the Persons listed as “Investors” on the Schedule of Equityholders attached hereto (each, an “Investor” and collectively, the “Investors”), (iii) James C. New and any other executive employee of the Company or its Subsidiaries listed from time to time as an “Executive” on the Schedule of Equityholders who, at any time, acquires securities of the Company in accordance with Section 9(a) hereof and executes a counterpart signature page to this Agreement or otherwise agrees to be bound by this Agreement (each, an “Executive” and collectively, the “Executives”) and (iv) Christopher Jahnle, Kirk A. Rebane and each of the other Persons listed from time t

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LIMITED LIABILITY COMPANY AGREEMENT of AURORA DIAGNOSTICS, LLC
Limited Liability Company Agreement • September 12th, 2011 • Pathology Solutions, LLC • Delaware

This Limited Liability Company Agreement (this “Agreement”) of Aurora Diagnostics, LLC, a Delaware limited liability (the “Company”), is made as of June 2, 2006, by Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (the “Initial Member”, and together with any party hereafter admitted as a member of the Company in accordance with the terms hereof, the “Members”).

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EMPLOYMENT AGREEMENT BETWEEN JON L. HART AND AURORA DIAGNOSTICS HOLDINGS, LLC
Employment Agreement • September 12th, 2011 • Pathology Solutions, LLC • Florida

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 2nd day of August, 2011, by and between Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (the “Company”), and Jon L. Hart (“Executive”), to be effective as of the Effective Date, as defined in Section 1.

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FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT
Senior Management Agreement • September 12th, 2011 • Pathology Solutions, LLC

This FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT (this “Amendment”) is dated as of October ___, 2008, and effective as of October 2, 2006, by and among Aurora Diagnostics Holdings, LLC, Aurora Diagnostics, LLC, James C. New and Fred Ferrara (“Executive”), each a “Party” and collectively, the “Parties.”

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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • September 12th, 2011 • Pathology Solutions, LLC • New York

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2010, among The LMC Revocable Trust, B .T., a Nevada business trust (“LMC Trust”) and The WPC Revocable Trust, B.T., a Nevada business trust (“WPC Trust”; together with LMC Trust, each individually, an “Additional Subsidiary Guarantor” and collectively, the “Additional Subsidiary Guarantors”), Aurora Diagnostics Holdings, LLC, a Delaware limited liability company (the “Company”), Aurora Diagnostics Financing, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), and U.S. Bank National Association (the “Trustee”).

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THE WPC REVOCABLE TRUST, B.T. Revocable Trust Agreement NRS 89.070(1)
Revocable Trust Agreement • September 12th, 2011 • Pathology Solutions, LLC • Nevada

This Trust Agreement is made on December 31, 2010, between Aurora LMC, LLC, a Nevada limited liability company (the ‘Trustor”); James C. New, of 11025 RCA Center Drive, Suite 300, Palm Beach Gardens, Palm Beach County, Florida; Martin J. Stefanelli, of 11025 RCA Center Drive, Suite 300, Palm Beach Gardens, Palm Beach County, Florida; and Gregg Manson, M.D., of 1350 Stardust St # D Reno, Nevada (the “Trustees”) for the purpose of enabling the Trustees to hold and manage the trust estate and to carry on business as provided below.

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AURORA DIAGNOSTICS HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 6, 2011
Limited Liability Company Agreement • September 12th, 2011 • Pathology Solutions, LLC • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is made and entered into as of this 6th day of July, 2011 to be effective on April 1, 2011 (the “Effective Date”) by and among the undersigned Members.

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THE LMC REVOCABLE TRUST Revocable Trust Agreement NRS 89.070(1)
Trust Agreement • September 12th, 2011 • Pathology Solutions, LLC

This trust agreement is made on November 30, 2007, between Aurora LMC, LLC, a Nevada limited liability company (“trustor”), and James C. New, of 11360 N. Jog Road, Palm Beach Gardens, Palm Beach County, Florida; Martin J. Stefanelli, of 11360 N. Jog Road, Palm Beach Gardens, Palm Beach County, Florida; and Marcus Erling, M.D., of 3059 South Maryland Parkway, Suite 100, Las Vegas, Clark County, Nevada (“trustees”) for the purpose of enabling the trustees to hold and manage the trust estate and to carry on business as provided below.

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