ASSET CONTRIBUTION AND EXCHANGE AGREEMENT dated as of October 3, 2006 by and among NOVAMED ACQUISITION COMPANY, INC., SURGERY CENTER OF CLEVELAND, L.L.C. AND ITS MEMBERSAsset Contribution and Exchange Agreement • October 6th, 2006 • Novamed Inc • Services-management services • Delaware
THIS ASSET CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of 12:01 a.m. on October 3, 2006 (the “Closing Date”), by and among NovaMed Acquisition Company, Inc., a Delaware corporation (“NovaMed”), Surgery Center of Cleveland, L.L.C. a Tennessee limited liability company (“Seller”), Cataract and Laser Center Partners, L.L.C., a Delaware limited liability company d/b/a Ambulatory Surgical Centers of America, a member of Seller (“ASCOA”), each of the other members of Seller listed on Exhibit 1 (the “Physician Members,” together with ASCOA, the “Members”), and the Member’s Committee as the representative of the Members (the “Members’ Representative”). Each of the parties hereto shall sometimes be individually referred to herein as a “Party” and collectively as the “Parties.” Certain capitalized terms have the meanings provided in Section 13.1.
