NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • June 13th, 2012 • Sri Surgical Express Inc • Services-personal services • Florida
This is a Non-Disclosure Agreement (this “Agreement”), effective as of the date stated below (the “Effective Date”), between SRI/Surgical Express, Inc., a Florida corporation (the “Company”), and the undersigned (the “Counterparty”).
INDEMNITY AGREEMENTIndemnification Agreement • June 13th, 2012 • Sri Surgical Express Inc • Services-personal services • Florida
This Indemnity Agreement is executed by [—] [(“Director”)/(“Executive”)], who resides at [—], and SRI/SURGICAL EXPRESS, INC. (the “Company”), a Florida corporation, with its principal executive office at 12425 Race Track Road, Tampa, Florida 33626, to record their agreement regarding the indemnification by the Company of [Director/Executive] in certain circumstances. [Director/Executive] and the Company have executed this Indemnity Agreement in connection with [Director’s/Executive’s] service as [a director/an executive] of the Company. The parties agree as follows:
June 6, 2012 SRI/Surgical Express, Inc. 12425 Race Track Road Tampa, FL 33626 Attention: Board of Directors Members of the Board of Directors:Agreement and Plan of Merger • June 13th, 2012 • Sri Surgical Express Inc • Services-personal services
We understand that SRI/Surgical Express, Inc. (the “Company”) intends to enter into an Agreement and Plan of Merger (the “Agreement”) by and among Synergy Health US Holdings Limited, a wholly owned indirect subsidiary of Synergy Health plc (“Parent”), SHM Acquisition, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), the Company and, solely for purposes of Section 3.5, Article IV and Article IX of the Agreement, Synergy Health plc (“Synergy Health”). You have advised us that, pursuant to the Agreement, Merger Sub will, as promptly as practicable after the date of the Agreement, commence an offer (the “Offer”) to purchase all issued and outstanding shares of common stock, par value $0.001 per share (together with the associated rights under the Rights Agreement, dated as of November 5, 2010, between the Company and the other parties thereto, “Common Stock”), of the Company for $3.70 per share of Common Stock in cash (the “Per Share Consideration”). You have further advised us th
June 13, 2012Merger Agreement • June 13th, 2012 • Sri Surgical Express Inc • Services-personal services
We are pleased to inform you that on June 6, 2012, SRI/Surgical Express, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Synergy Health US Holdings Limited (“Parent”), SHM Acquisition, Inc. (“Purchaser”) and Synergy Health plc. Parent and Purchaser are affiliates of Synergy Health, plc.
