Shares Adeptus Health LLC Adeptus Health Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • New York
Adeptus Health Inc., a Delaware corporation (the “Issuer”) proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of shares (the “Firm Shares”) of the Class A common stock, $0.01 par value (the “Common Stock”) of the Issuer after the Reorganization Transactions (as described below). The Issuer, after the Reorganization Transactions, and Adeptus Health LLC, a Delaware limited liability company (“Adeptus LLC”), before the Reorganization Transactions, are referred to herein as the “Company”. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company and and SCP III AIV THREE-FCER Conduit, L.P. (the “Selling Stockholder”) propose to sell at the Underwriters’ option an aggregate of up to additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. T
EMPLOYMENT AGREEMENTEmployment Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 16th day of January, 2013, by and between First Choice ER, LLC, a Texas limited liability company (the “Company”), and Tim Fielding (“Executive”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ADEPTUS HEALTH LLCLimited Liability Company Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT is entered into as of [•], 2014, by and among those parties set forth as Members on Exhibit A attached hereto and made a part hereof (referred to collectively as “Members” and individually as a “Member”). Capitalized terms used but not otherwise defined have the meanings given them in Article I hereof.
STOCKHOLDERS AGREEMENT DATED AS OF [ ], 2014 AMONG ADEPTUS HEALTH INC. AND THE OTHER PARTIES HERETOShareholder Agreements • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
This Stockholders Agreement is entered into as of [ ], 2014 by and among Adeptus Health Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
FORM OF AGREEMENT AND PLAN OF MERGERMerger Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of , 2014, pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), by and among ADEPTUS HEALTH INC., a Delaware corporation (the “Adeptus Corp”), SCP III AIV THREE-FCER BLOCKER, INC., a Delaware corporation (the “Blocker”) and solely for purposes of Section 10 hereof, SCP III AIV THREE-FCER CONDUIT, L.P. (the “Blocker Owner”).
Form of Amendment to Employment AgreementEmployment Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals
This Amendment to Employment Agreement (this “Amendment”) is made and entered into effective as of June , 2014 (the “Effective Date”) by and between First Choice ER, LLC, a Texas limited liability company (the “Company”), and Tim Fielding (“Executive”).
SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENTCredit Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • New York
This CREDIT AGREEMENT is entered into as of October 31, 2013 and amended by the Amendment to Credit Agreement, dated as of March 31, 2014, and as further amended by the Second Amendment to Credit Agreement, dated as of June 11, 2014 (as so amended by each of the foregoing, this “Agreement”), among FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), Adeptus Health LLC, a Delaware limited liability company (“Holdings”), the Guarantors (defined herein), the Lenders (defined herein) and FIFTH STREET FINANCE CORP. (“FSFC”), as Administrative Agent and L/C Arranger.
TERMINATION AGREEMENTTermination Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
This TERMINATION AGREEMENT, dated as of [ ], 2014 (this “Agreement”), is by and between Sterling Fund Management, LLC, a Delaware limited liability company (“SFM”), and First Choice ER, LLC, a Texas limited liability company (“FCER”) and subsidiary of Adeptus Health LLC, a Delaware limited liability company (“Adeptus Health LLC”).
TAX RECEIVABLE AGREEMENT among ADEPTUS HEALTH INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2014Tax Receivable Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • New York
This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of [ ], 2014, is hereby entered into by and among Adeptus Health Inc., a Delaware corporation (the “Corporate Taxpayer”) and each of the persons from time to time party hereto (the “TRA Parties”).
Form of Amendment to Employment AgreementEmployment Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals
This Amendment to Employment Agreement (this “Amendment”) is made and entered into effective as of June , 2014 (the “Effective Date”) by and between First Choice ER, LLC, a Texas limited liability company (the “Company”), and Thomas Hall (“Executive”).
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • New York
This AMENDMENT TO CREDIT AGREEMENT, dated as of March 31, 2014 (this “Amendment”), is entered into by and among FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), each other Loan Party, the lenders party hereto, and FIFTH STREET FINANCE CORP., a Delaware corporation, as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and L/C arranger (in such capacity, together with its successors and permitted assigns in such capacity, the “L/C Arranger”), and is made with reference to the Credit Agreement, dated as of October 31, 2013 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among the Borrower, the Guarantors, the lenders party thereto from time to time (the “Lenders”) and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth i
Adeptus Health Inc. 2941 South Lake Vista, Suite 200 Lewisville, Texas 75067Chairman Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
This letter agreement (the “Agreement”) confirms our mutual understanding and agreement that (i) you will serve as Chairman of the Board of Directors of Adeptus Health Inc. (the “Company”) through and until the six month anniversary of the closing of the initial public offering of the Company (the “Transition Date”), and (ii) on the Transition Date, you will resign from your position as the Chairman of the Board of Directors of the Company, and be appointed as the Vice Chairman of the Board of Director and Founder of the Company, to serve until the earlier of your resignation or removal.
FORM OF AMENDED AND RESTATED RESTRICTED UNITS AGREEMENTRestricted Units Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • Texas
This Amended and Restated Restricted Units Agreement (this “Agreement”) is dated as of , 2014, but effective as of the Amendment Date (as defined below), and is entered into by and between Adeptus Health LLC, a Delaware limited liability company (the “Company”) and (“Executive”). Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article 4 below.
