FORM 10-Q AMENDMENT NO. 2Form 10-Q • June 10th, 2019 • FloridaASSET PURCHASE AGREEMENT, dated as of October 16, 1997, among CMSF, Inc.,a Florida corporation (the "BUYER"), Allied Health Group, Inc., a Florida corporation ("AHG"), Gut Management, Inc., a Florida corporation ("GUT"), Sky Management Co., a Florida corporation ("SKY"), Florida Specialty Network, Ltd., a Florida limited partnership ("FSN"), Surgical Associates of South Florida, Inc., a Florida corporation ("SASF"), Surginet, Inc., a Florida corporation ("SURGINET" and, together with AHG, Gut, Sky, FSN and SASF, the "SELLERS"), and Jacob Nudel, M.D., David Russin, M.D. and Lawrence Schimmel, M.D. (each, in his individual capacity, an "EXECUTIVE SHAREHOLDER", and collectively, the "EXECUTIVE SHAREHOLDERS"), and Magellan Health Services, Inc., a Delaware corporation, the ultimate corporate parent of the Buyer ("PARENT"),