TEAM HEALTH HOLDINGS, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2009 • Team Health Holdings LLC • Services-help supply services • New York
[Form of lock-up agreement from directors, executive officers, Ensemble Parent, LLC and other stockholders pursuant to Section 5(k)]
REGISTRATION RIGHTS AGREEMENT by and among TEAM HEALTH HOLDINGS, INC., ENSEMBLE PARENT LLC, and the MANAGEMENT STOCKHOLDERS a party hereto Dated as of [ ], 2009Registration Rights Agreement • December 3rd, 2009 • Team Health Holdings LLC • Services-help supply services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated [ ], 2009 and is by and among Team Health Holdings, Inc., a Delaware corporation (the “Company”) (to be converted from Team Health Holdings, LLC in connection with the initial public offering (“IPO”) of shares of Common Stock (as hereinafter defined) of the Company), Ensemble Parent LLC, a Delaware limited liability company (“Ensemble Parent”) and the Management Stockholders (as hereinafter defined) a party hereto.
Page Article I. INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 3 Article II. CORPORATE GOVERNANCE MATTERS 3 2.1 Board of Directors 3 Article III. COVENANTS 4 3.1 Books and Records; Access 4 3.2 Periodic Reporting 4 Article IV....Stockholders’ Agreement • December 3rd, 2009 • Team Health Holdings LLC • Services-help supply services • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of [ ], 2009, by and between Team Health Holdings, Inc., a Delaware corporation (the “Company”) and Ensemble Parent LLC, a Delaware limited liability company (“Ensemble Parent”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED TRANSACTION AND MONITORING FEE AGREEMENTTransaction and Monitoring Fee Agreement • December 3rd, 2009 • Team Health Holdings LLC • Services-help supply services • Delaware
This Amendment No. 1, dated December 1, 2009 (the “Amendment”), to the Amended and Restated Transaction and Monitoring Fee Agreement, dated as of March 7, 2006 (as the same may be amended, supplemented or otherwise modified from time to time, the “Monitoring Agreement”), between Team Health Holdings, L.L.C., a Delaware limited liability company (the “Company”) and successor-in-interest to Ensemble Acquisition LLC, and Blackstone Management Partners IV L.L.C., a Delaware limited liability company (“BMP”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Monitoring Agreement.
NONQUALIFIED STOCK OPTION AGREEMENT (Conversion Replacement Award)1Nonqualified Stock Option Agreement • December 3rd, 2009 • Team Health Holdings LLC • Services-help supply services • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 2009, (hereinafter called the “Date of Grant”), between Team Health Holdings Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”):
