Form of Underwriting AgreementUnderwriting Agreement • February 3rd, 2014 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • New York
The investment funds sponsored by, or affiliated with, Clayton, Dubilier & Rice, LLC named in Schedule II(a) hereto (the “CD&R Affiliates”) and the executive officers, directors and employees of Envision Healthcare Holdings, Inc., a Delaware corporation (the “Company”), named in Schedule II(b) hereto (the “Management Selling Stockholders” and, together with the CD&R Affiliates, the “Selling Stockholders”) as stockholders of the Company, propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) and, in the case of the CD&R Affiliates, at the election of the Underwriters, up to [ ] additional shares
