ASSET CONTRIBUTION AND EXCHANGE AGREEMENT dated as of July 31, 2004 by and between NOVAMED ACQUISITION COMPANY, INC., PALM BEACH OUTPATIENT SURGICAL CENTER, INC. and TOM M. COFFMAN, M.D. MADONNA COFFMANAsset Contribution and Exchange Agreement • August 13th, 2004 • Novamed Inc • Services-management services • Florida
THIS ASSET CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated effective as of 12:01 a.m. on July 31, 2004 (the “Closing Date”), by and among NovaMed Acquisition Company, Inc., a Delaware corporation (“NovaMed”), Palm Beach Outpatient Surgical Center, Inc., a Florida corporation (“Seller”), and Tom M. Coffman, M.D. and Madonna Coffman, as tenants by the entireties (each individually a “Shareholder” and collectively the “Shareholders”). NovaMed, Inc. (“Nova”), the owner of all of the issued and outstanding shares of NovaMed, shall be a party to this Agreement solely for the purpose of Nova’s agreement pursuant to Article X hereof. Visual Health and Surgical Center, Inc. and Eye Care and Surgery Center of Fort Lauderdale, Inc. shall be parties to this Agreement solely for the purposes of their respective agreements pursuant to Section 6.6 hereof. Certain capitalized terms have the meanings provided in Section 13.1.
