SURGICAL CARE AFFILIATES, INC. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 16th, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec • New York
Surgical Care Affiliates, Inc., a Delaware corporation (“Surgical Care Affiliates”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share, of the Company (as defined below), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [•] shares of common stock of the Company (collectively, the “Underwritten Shares”). In addition, certain of the Selling Stockholders, as indicated in Schedule 2 hereto, propose to sell, at the option of the Underwriters, up to an additional [•] shares of common stock of the Company (the “Option Shares”) in the individual amounts indicated in Schedule 2 hereto under the column titled “Number of Option Shares”. The Underwritten Shares and the Option Shares are herein referred
REGISTRATION RIGHTS AGREEMENT BY AND AMONG SURGICAL CARE AFFILIATES, INC. AND CERTAIN STOCKHOLDERS DATED AS OF , 2013Registration Rights Agreement • October 16th, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of , 2013, is made by and among:
EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec • Alabama
This AGREEMENT, dated as of , 2013 (the “Agreement”), by and among Surgical Care Affiliates, Inc. (the “Parent”), Surgical Care Affiliates LLC (the “Employer” and together with the Parent, the “Company”) and Joseph T. Clark (the “Executive”).
STOCKHOLDERS AGREEMENT BY AND AMONG SURGICAL CARE AFFILIATES, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF , 2013Stockholders Agreement • October 16th, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec • New York
This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of , 2013, is made by and among:
To: Joseph T. Clark From: ASC Acquisition LLC / Surgical Care Affiliates LLC Re: Option Net-Settlement Exercise Agreement Date: October 8, 2013ASC Acquisition LLC • October 16th, 2013 • Services-specialty outpatient facilities, nec
As you know, ASC Acquisition LLC, a Delaware limited liability company, and its successors, including the corporation into which it will convert as part of the Public Offering, as hereinafter defined (the “Company”), is in the process of pursuing an initial public offering (the “Public Offering”) of its membership units (such membership units and any securities in to which such membership units may be converted, the “Membership Units”). As a result of your position with the Company and its subsidiaries, in connection with the Public Offering you will be required to enter into a lock-up agreement in such form as is provided under the underwriting agreement as the underwriters, the Company and selling stockholders may agree, which agreement (“Lock-Up Agreement”) will impose restrictions on the sale and certain other dispositions of Membership Units for a period of up to 180 days after the date of the prospectus relating to the Public Offering (the “Lock-up Period”). However, tentatively,
