0000950144-07-003721 Sample Contracts

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • April 24th, 2007 • Symbion Inc/Tn • Services-offices & clinics of doctors of medicine • Delaware

This FIRST AMENDMENT (this “Amendment”) to the Rights Agreement, dated as of February 6, 2004 (the “Rights Agreement”), between Symbion, Inc., a Delaware corporation (the “Company”) and Computershare Trust Company, N.A., as successor to SunTrust Bank, as rights agent (the “Rights Agent”), is entered into and effective as of April 24, 2007. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Rights Agreement.

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AGREEMENT AND PLAN OF MERGER AMONG SYMBOL ACQUISITION, L.L.C. SYMBOL MERGER SUB, INC. AND SYMBION, INC. Dated as of April 24, 2007
Merger Agreement • April 24th, 2007 • Symbion Inc/Tn • Services-offices & clinics of doctors of medicine • New York

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2007 (this “Agreement”), is made and entered into by and among Symbol Acquisition, L.L.C., a Delaware limited liability company (“Parent”), Symbol Merger Sub, Inc., a Delaware corporation (“Acquisition”), and Symbion, Inc., a Delaware corporation (the “Company”).

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