AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among SURGICARE, INC. DCPS/MBS ACQUISITION, INC. DENNIS CAIN PHYSICIAN SOLUTIONS, LTD. MEDICAL BILLING SERVICES, INC. And THE SELLERS PARTY HERETO Conformed copy dated as of July 16, 2004 as...Agreement and Plan of Merger • April 28th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • Texas
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of July 16, 2004 (this “Agreement”) is by and among SURGICARE, INC., a Delaware corporation (“SurgiCare”), DCPS/MBS ACQUISITION, INC., a Texas corporation and a wholly-owned subsidiary of SurgiCare (“Newco”), DENNIS CAIN PHYSICIAN SOLUTIONS, LTD., a Texas limited partnership (“DCPS”), MEDICAL BILLING SERVICES, INC., a Texas corporation (“MBS”), Dennis Cain (“Cain”), the other persons designated on the signature pages hereto as DCPS Sellers (collectively with Cain, the “DCPS Sellers”), Tom M. Smith (“Smith”) and the other persons designated on the signature pages hereto as MBS Sellers (collectively with Smith, the “MBS Sellers” and, collectively with the DCPS Sellers, the “Sellers”). This Agreement amends and restates in its entirety the Agreement and Plan of Merger dated as of February 9, 2004 entered into among SurgiCare, Newco, DCPS, MBS, the Sellers and DCM (as defined herein). All terms not otherwise defined herein hav
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among SURGICARE, INC. IPS ACQUISITION, INC. and INTEGRATED PHYSICIAN SOLUTIONS, INC. Conformed copy dated as of February 9, 2004, as amended by First Amendment to Agreement and Plan of Merger...Agreement and Plan of Merger • April 28th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of February 9, 2004 (this “Agreement”) is by and among SURGICARE, INC., a Delaware corporation (“SurgiCare”), IPS ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of SurgiCare (“Merger Sub”), and INTEGRATED PHYSICIAN SOLUTIONS, INC., a Delaware corporation (“IPS”). The Agreement amends and restates in its entirety the Agreement and Plan of Merger dated as of November 18, 2003 entered into among SurgiCare, Merger Sub and IPS (the “Prior Agreement”). All terms not otherwise defined herein have the meanings ascribed to them in Section 9.03 hereof.
AMENDED AND RESTATED DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • April 28th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
This Amended and Restated Debt Exchange Agreement is made as of February 9, 2004 among SurgiCare, Inc., a Delaware corporation (“SurgiCare”), Brantley Venture Partners III, L.P. (“Brantley III”) and Brantley Capital Corporation (“Brantley Capital”; each of Brantley III and Brantley Capital is sometimes referred to herein as a “Subscriber” and collectively as the “Subscribers”). The Agreement amends and restates in its entirety the Debt Exchange Agreement dated as of November 18, 2003 entered into between SurgiCare and the Subscribers (the “Prior Agreement”).
AMENDED AND RESTATED STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • April 28th, 2005 • Orion Healthcorp Inc • Services-offices & clinics of doctors of medicine • New York
This Amended and Restated Stock Subscription Agreement is made as of February 9, 2004 among SurgiCare, Inc., a Delaware corporation (“SurgiCare”), and Brantley Partners IV, L.P. (the “Subscriber”). The Agreement amends and restates in its entirety the Stock Subscription Agreement dated as of November 18, 2003 entered into between SurgiCare and the Subscriber (the “Prior Agreement”).
