0001193125-15-301780 Sample Contracts

SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 25th, 2015 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • New York

This SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT (this “Amendment”) is made and entered into as of August 21, 2015, by and between Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), and TPG Partners V, L.P., TPG FOF V-A, L.P. and TPG FOF V-B, L.P. (together with their Affiliates, “TPG” or the “TPG Investors”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings assigned to such terms in that certain Stockholders Agreement, dated as of November 4, 2013, by and among the Company, the TPG Investors and the Other Stockholders (as amended, the “Stockholders Agreement”).

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