STOCK SUBSCRIPTION AGREEMENT This Stock Subscription Agreement is made as of November 18, 2003 among SurgiCare, Inc., a Delaware corporation ("SurgiCare"), and Brantley Partners IV, L.P. (the "Subscriber"). RECITALSStock Subscription Agreement • November 19th, 2003 • Surgicare Inc/De • Services-offices & clinics of doctors of medicine • New York
Prior to the date hereof, the Subscriber advanced a total of $1,280,000 in loans to Lakepoint Acquisition, Inc., a Delaware corporation ("Lakepoint"), which in turn advanced $490,000 (together with any accrued but unpaid interest thereon, the "Base SurgiCare Bridge Amount") to SurgiCare on or prior to October 24, 2003 pursuant to one or more promissory notes (collectively with any notes evidencing additional loans made by Lakepoint to SurgiCare after such date, the "SurgiCare Bridge Notes") and $790,000 (together with any accrued but unpaid interest thereon, the "Base IPS Bridge Amount"; the sum of the Base IPS Bridge Amount plus the Base SurgiCare Bridge Amount being sometimes referred to herein as the "Base Bridge Amount") to Integrated Physician Solutions, Inc., a Delaware corporation ("IPS"), on or prior to October 24, 2003 pursuant to one or more promissory notes (collectively with any notes evidencing additional loans made by Lakepoint to IPS after such date, the "IPS Bridge Note
ContractLetter of Intent • November 19th, 2003 • Surgicare Inc/De • Services-offices & clinics of doctors of medicine • Texas
November 18, 2003 Dennis Cain Dennis Cain Physician Services, Ltd Tommy Smith Medical Billing Services, Inc. Re: Letter of Intent with Dennis Cain Physician Services, Ltd. and Medical Billing Services, Inc. Dear Mr. Cain and Mr. Smith: This letter of intent (the "Letter of Intent") sets forth our understanding of the mutual intentions of the parties regarding the proposed acquisition by SurgiCare, Inc., a Delaware corporation ("SurgiCare"), of substantially all of the assets and liabilities of Dennis Cain Physician Services, Ltd. ("DCPS") and Medical Billing Services, Inc. ("MBS") pursuant to the Merger described below. Each party understands and acknowledges that this is a non-binding Letter of Intent, and, other than as specifically set forth in the Binding Provisions, as defined Section 8 below, this Letter of Intent does not create a binding contract and does not in any manner obligate either of the parties hereto to consummate the transactions described herein
DEBT EXCHANGE AgreementDebt Exchange Agreement • November 19th, 2003 • Surgicare Inc/De • Services-offices & clinics of doctors of medicine • New York
This Debt Exchange Agreementis made as of November 18, 2003 among SurgiCare, Inc., a Delaware corporation ("SurgiCare"), Brantley Venture Partners III, L.P. ("Brantley III") and Brantley Capital Corporation ("Brantley Capital"; each of Brantley III and Brantley Capital is sometimes referred to herein as a "Subscriber" and collectively as the "Subscribers").
AGREEMENT AND PLAN OF MERGER by and among SURGICARE, INC. IPS ACQUISITION, INC. and INTEGRATED PHYSICIAN SOLUTIONS, INC. Dated as of November 18, 2003Merger Agreement • November 19th, 2003 • Surgicare Inc/De • Services-offices & clinics of doctors of medicine • New York
