4,900,000 Shares Adeptus Health LLC Adeptus Health Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • New York
Adeptus Health Inc., a Delaware corporation (the “Issuer”) proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 4,900,000 shares (the “Firm Shares”) of the Class A common stock, $0.01 par value (the “Common Stock”) of the Issuer after the Reorganization Transactions (as described below). The Issuer, after the Reorganization Transactions, and Adeptus Health LLC, a Delaware limited liability company (“Adeptus LLC”), before the Reorganization Transactions, are referred to herein as the “Company”. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company and SCP III AIV THREE-FCER Conduit, L.P. (the “Selling Stockholder”) propose to sell at the Underwriters’ option an aggregate of up to 735,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set
STOCKHOLDERS AGREEMENT DATED AS OF JUNE 25, 2014 AMONG ADEPTUS HEALTH INC. AND THE OTHER PARTIES HERETOStockholders Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
This Stockholders Agreement is entered into as of June 25, 2014 by and among Adeptus Health Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ADEPTUS HEALTH LLC June 24, 2014Limited Liability Company Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT is entered into as of June 24, 2014, by and among those parties set forth as Members on Exhibit A attached hereto and made a part hereof (referred to collectively as “Members” and individually as a “Member”). Capitalized terms used but not otherwise defined have the meanings given them in Article I hereof.
Amendment to Employment AgreementEmployment Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals
This Amendment to Employment Agreement (this “Amendment”) is made and entered into effective as of June 24, 2014 (the “Effective Date”) by and between First Choice ER, LLC, a Texas limited liability company (the “Company”), and Graham Cherrington (“Executive”).
TAX RECEIVABLE AGREEMENT among ADEPTUS HEALTH INC. and THE PERSONS NAMED HEREIN Dated as of June 25, 2014Tax Receivable Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • New York
This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of June 25, 2014, is hereby entered into by and among Adeptus Health Inc., a Delaware corporation (the “Corporate Taxpayer”) and each of the persons from time to time party hereto (the “TRA Parties”).
Amendment to Employment AgreementEmployment Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals
This Amendment to Employment Agreement (this “Amendment”) is made and entered into effective as of June 24, 2014 (the “Effective Date”) by and between First Choice ER, LLC, a Texas limited liability company (the “Company”), and Thomas Hall (“Executive”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June 24, 2014, pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), by and among ADEPTUS HEALTH INC., a Delaware corporation (the “Adeptus Corp”), SCP III AIV THREE-FCER BLOCKER, INC., a Delaware corporation (the “Blocker”) and solely for purposes of Section 10 hereof, SCP III AIV THREE-FCER CONDUIT, L.P. (the “Blocker Owner”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2014, is by and among Adeptus Health Inc., a Delaware corporation (the “Company”), and each Stockholder party hereto as listed on the signature pages to this Agreement or becomes a party hereto pursuant to Section 12(c) (each, individually, a “Stockholder” and together, the “Stockholders.”
TERMINATION AGREEMENTTermination Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
This TERMINATION AGREEMENT, dated as of June 24, 2014 (this “Agreement”), is by and between Sterling Fund Management, LLC, a Delaware limited liability company (“SFM”), and First Choice ER, LLC, a Texas limited liability company (“FCER”) and subsidiary of Adeptus Health LLC, a Delaware limited liability company (“Adeptus Health LLC”).
