AMSURG CORP. REGISTRATION RIGHTS AGREEMENT Dated as of [—], 2014Registration Rights Agreement • June 2nd, 2014 • Amsurg Corp • Services-offices & clinics of doctors of medicine • Delaware
THIS REGISTRATION RIGHTS AGREEMENT is entered as of [—], 2014, among AmSurg Corp., a Tennessee corporation (together with any other issuer of Registrable Securities, the “Company”) and each of the other signatories from time to time a party hereto, (each, a “Shareholder”).
AMSURG CORP. SHAREHOLDERS’ AGREEMENT Dated as of [—], 2014Shareholders’ Agreement • June 2nd, 2014 • Amsurg Corp • Services-offices & clinics of doctors of medicine • Delaware
THIS SHAREHOLDERS’ AGREEMENT is entered into as of [—], 2014, by and among AmSurg Corp., a Tennessee corporation (together with its successors and assigns, the “Company”), Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership (“HFCP VI”), Hellman & Friedman Capital Partners VI (Parallel), L.P., a Delaware limited partnership (“HFCP VI Parallel”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“HFCP VI Executives”), Hellman & Friedman Capital Associates VI, L.P. (“HFCP VI Associates” and, together with HFCP VI, HFCP VI Parallel, HFCP VI Executives and each of their respective successors and assigns, the “Investor Shareholders”).
PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER BY AND AMONG AMSURG CORP., ARIZONA MERGER CORPORATION, ARIZONA II MERGER CORPORATION, SUNBEAM GP HOLDINGS, LLC, SUNBEAM GP LLC, SUNBEAM HOLDINGS, L.P., SUNBEAM PRIMARY HOLDINGS, INC. and THE...Purchase Agreement and Agreement and Plan of Merger • June 2nd, 2014 • Amsurg Corp • Services-offices & clinics of doctors of medicine • Delaware
This PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER, dated as of May 29, 2014 (this “Agreement”), by and among AmSurg Corp., a Tennessee corporation (“Parent”), Arizona Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), Arizona II Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub II” and together with Parent and Merger Sub, the “Parent Parties”), Sunbeam GP Holdings, LLC, a Delaware limited liability company, solely for purposes of Article V and Section 2.8 and solely in its capacity as the sole holder of membership interests in the General Partner (as defined herein) (in such capacity, “Seller”), Sunbeam GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Sunbeam Holdings, L.P., a Delaware limited partnership (the “Partnership”), Sunbeam Primary Holdings, Inc., a Delaware corporation and a wholly owned subsidiary
