AGREEMENT AND PLAN OF MERGER by and among CAPELLA HOLDINGS, INC., CAPELLA HEALTH HOLDINGS, LLC, CAPELLA HOLDINGS ACQUISITION SUB, INC. and SOLELY IN ITS CAPACITY AS THE REPRESENTATIVE, GTCR FUND VIII, L.P. July 21, 2015Agreement and Plan of Merger • July 27th, 2015 • Capella Healthcare, Inc. • Services-general medical & surgical hospitals, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 21, 2015, is made by and among Capella Holdings, Inc., a Delaware corporation (the “Company”), GTCR Fund VIII, L.P., a Delaware limited partnership, solely in its capacity as representative of the Stockholders and Optionholders pursuant to Sections 1.06 and 11.01 (in such capacity, the “Representative”), Capella Health Holdings, LLC, a limited liability company (the “Purchaser”), and Capella Holdings Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Purchaser (the “Merger Sub”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE X.
