8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 2, 2014 (June 26, 2014)

AMSURG CORP.

(Exact Name of Registrant as Specified in Charter)

Tennessee	000-22217	62-1493316
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

20 Burton Hills Boulevard Nashville, Tennessee	37215
(Address of Principal Executive Offices)	(Zip Code)

(615) 665-1283

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Offering of Common Stock

On June 26, 2014, AmSurg Corp. (the “Company”) entered into an underwriting agreement (the “Common Underwriting Agreement”) with Citgroup Global Markets Inc., as representative of the several underwriters named on Schedule II thereto (the “Common Underwriters”), pursuant to which the Company agreed to issue and sell to the Common Underwriters up to 9,775,000 shares of the Company’s common stock, no par value per share (the “Common Stock”), in a registered public offering pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-196966) (the “Registration Statement”). For a complete description of the terms and conditions of the Common Underwriting Agreement, please refer to the Common Underwriting Agreement, which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 1.1.

Offering of 5.250% Mandatory Convertible Preferred Stock

On June 26, 2014, the Company entered into an underwriting agreement (the “Preferred Underwriting Agreement”) with Citgroup Global Markets Inc., as representative of the several underwriters named on Schedule II thereto (the “Preferred Underwriters”), pursuant to which the Company agreed to issue and sell to the Preferred Underwriters up to 1,725,000 shares of the Company’s 5.250% Mandatory Convertible Preferred Stock, Series A-1, liquidiation preference $100 per share, no par value per share (the “Mandatory Convertible Preferred Stock”), in a registered public offering pursuant to the Registration Statement. For a complete description of the terms and conditions of the Preferred Underwriting Agreement, please refer to the Preferred Underwriting Agreement, which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 1.2.

Item 3.03. Material Modification to Rights of Security Holders.

On July 1, 2014, the Company filed Articles of Amendment to the Second Amended and Restated Charter of the Company (the “Articles of Amendment”) with the Secretary of State of the State of Tennessee to establish the preferences, limitations and relative rights of the Mandatory Convertible Preferred Stock. The Articles of Amendment became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The authorization and issuance of the Mandatory Convertible Preferred Stock on or about July 2, 2014, materially impacts the rights of the holders of Common Stock, as summarized herein.

Subject to certain exceptions, so long as any share of Mandatory Convertible Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of junior stock (except dividends payable solely in shares of Common Stock), no dividend or distributions shall be declared or paid on any parity stock (subject to certain exceptions), and no Common Stock, junior stock or parity stock shall be purchased, redeemed or otherwise acquired for consideration by the Company or any of its subsidiaries, unless all accrued and unpaid dividends for all past dividend periods on all outstanding shares of Mandatory Convertible Preferred Stock have been or are contemporaneously declared and paid in full, or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Mandatory Convertible Preferred Stock on the applicable record date.

In the event of the Company’s liquidation, dissolution or winding up, each holder of shares of Mandatory Convertible Preferred Stock will be entitled to receive out of the Company’s assets available for distribution to the Company’s shareholders, subject to the rights of the Company’s creditors, a liquidation preference of $100 per share of Mandatory Convertible Preferred Stock, plus an amount equal to any accrued and unpaid dividends on such shares to (but not including) the date fixed for liquidation, dissolution or winding up, before any payment or distribution is made to holders of junior stock (including the Common Stock).

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This description is not complete. The terms of the Mandatory Convertible Preferred Stock, including such restrictions, are more fully described in the Articles of Amendment a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 1, 2014, the Company filed the Articles of Amendment with the Secretary of State of the State of Tennessee to establish the preferences, limitations and relative rights of its Mandatory Convertible Preferred Stock. The Articles of Amendment became effective upon filing, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1	Underwriting Agreement relating to the Common Stock, dated June 26, 2014, between AmSurg Corp. and Citigroup Global Markets Inc., as representative of the several underwriters
1.2	Underwriting Agreement relating to the Mandatory Convertible Preferred Stock, dated June 26, 2014, between AmSurg Corp. and Citigroup Global Markets Inc., as representative of the several underwriters
3.1	Articles of Amendment to the Second Amended and Restated Charter of the Company (5.250% Mandatory Convertible Preferred Stock, Series A-1), filed with the Secretary of State of the State of Tennessee and effective July 1, 2014
5.1	Opinion of Bass, Berry & Sims PLC relating to the Company’s Common Stock (including the consent required with respect thereto)
5.2	Opinion of Bass, Berry & Sims PLC relating to the Company’s Mandatory Convertible Preferred Stock (including the consent required with respect thereto)
12.1	Statement Regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMSURG CORP.
By:	/s/ Claire M. Gulmi
	Claire M. Gulmi
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Duly Authorized Officer)

Date: July 2, 2014

EXHIBIT INDEX

No.	Exhibit
1.1	Underwriting Agreement relating to the Common Stock, dated June 26, 2014, between AmSurg Corp. and Citigroup Global Markets Inc., as representative of the several underwriters.
1.2	Underwriting Agreement relating to the Mandatory Convertible Preferred Stock, dated June 26, 2014, between AmSurg Corp. and Citigroup Global Markets Inc., as representative of the several underwriters.
3.1	Articles of Amendment to the Second Amended and Restated Charter of the Company (5.250% Mandatory Convertible Preferred Stock, Series A-1), filed with the Secretary of State of the State of Tennessee and effective July 1, 2014.
5.1	Opinion of Bass, Berry & Sims PLC relating to the Company’s Common Stock (including the consent required with respect thereto).
5.2	Opinion of Bass, Berry & Sims PLC relating to the Company’s Mandatory Convertible Preferred Stock (including the consent required with respect thereto).
12.1	Statement Regarding Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.

EX-1.1

Exhibit 1.1

EXECUTION VERSION

AmSurg Corp.

8,500,000 Shares

Common Stock

(no par value)

Underwriting Agreement

June 26, 2014

To the Representative

named in Schedule I

hereto of the several

Underwriters named in

Schedule II hereto

Ladies and Gentlemen:

AmSurg Corp., a corporation organized under the laws of Tennessee (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, no par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 20 hereof.

Pursuant to that certain Purchase Agreement and Plan of Merger, dated as of May 29, 2014, as amended by Amendment No. 1 on June 12, 2014, among the Company and Arizona Merger Corporation, a Delaware corporation (“Merger Sub”), Arizona II Merger Corporation, a Delaware corporation (together with the Company and Merger Sub, the “Parent Parties”),

Sunbeam GP Holdings, LLC, a Delaware limited liability company (the “Seller”), Sunbeam GP LLC, a Delaware limited liability company (the “General Partner”), Sunbeam Holdings, L.P., a Delaware limited partnership (the “Partnership”), Sunbeam Primary Holdings, Inc., a Delaware corporation (“Sunbeam Primary”) and HFCP VI Securityholders’ Rep LLC, a Delaware limited liability company, in its capacity as agent and attorney-in-fact for the Seller and the unitholders of the Partnership (the “Unitholders’ Representative”) (together with all schedules and exhibits thereto, the “Merger Agreement”), the Company has agreed to acquire all of the outstanding equity of the Partnership. The consummation of such acquisition in accordance with the terms of the Merger Agreement is referred to herein as the “Merger.” The Partnership and its consolidated subsidiaries, including Sheridan Holdings, Inc., are collectively referred to herein as “Sheridan.”

1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.

(a) Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 (the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Applicable Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except as otherwise required by law and after consultation with the Representatives, shall be in all substantive respects in the form furnished to you prior to the Applicable Time or, to the extent not completed at the Applicable Time, shall, except as otherwise required by law and after consultation with the Representatives, contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Applicable Time, will be included or made therein. The Registration Statement, at the Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Applicable Time.

(b) Disclosure. On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Applicable Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to

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state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(c) Disclosure Package, Roadshow. (i) The Disclosure Package and the price to the public, the number of Firm Securities and the number of Option Securities to be included on the cover page of the Final Prospectus, when taken together as a whole, and (ii) each electronic road show, when taken together as a whole with the Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(d) Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the Applicable Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405. The Company agrees to pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

(e) Ineligible Issuer. (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Applicable Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.

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(f) Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 5(k) hereto does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(g) XBRL. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(h) Due Authorization. This Agreement has been duly authorized, executed and delivered by the Company.

(i) Accuracy of Statements in the Registration Statement, Disclosure Package and Final Prospectus; Underwriting Agreement. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required (and the Preliminary Prospectus contains in all material respects the same description of the foregoing matters contained in the Final Prospectus). This Agreement will conform in all material respects to the statements relating thereto contained in the Disclosure Package and the Final Prospectus.

(j) No Material Adverse Change. Except as otherwise disclosed in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto), subsequent to the date of the most recent financial statements of the Company included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto): (i) there has been no Material Adverse Change (as defined below), (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, direct or contingent, not in the ordinary course of business nor entered into any material transaction or material agreement not in the ordinary course of business and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock. As used in this Agreement, the term “Material Adverse Change” means any material adverse change in the condition (financial or otherwise) or in the prospects, earnings, business or operations, taken as a whole, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity.

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(k) Independent Accountants. Deloitte & Touche LLP, which expressed its opinion with respect to (i) the audited consolidated financial statements (which term as used in this Agreement includes the related notes thereto) and supporting schedule of the Company filed with the Commission and included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, and (ii) the audited consolidated financial statements and supporting schedule of Sheridan included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, is an independent registered public accounting firm with respect to each of the Company and Sheridan within the meaning of the Securities Act, the Exchange Act and the rules of the Public Company Accounting Oversight Board.

(l) Preparation of the Financial Statements. The financial statements, together with the related schedules and notes of each of the Company and Sheridan, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus present fairly in all material respects the consolidated financial position of the entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The financial data set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus under the captions “Summary–Summary Historical Consolidated Financial Information,” and “Selected Historical Financial Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. The financial statements of the Company and its subsidiaries and the related notes thereto included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus do not omit any pro forma financial statements required by Regulation S-X under the Act. The pro forma financial statements included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus comply as to form in all material respects with the applicable requirements of Regulation S-X under the Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. The statistical and market-related data included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus are based on or derived from sources that the Company and its subsidiaries believe to be reliable and

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accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The forward-looking statements (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus have been made upon a reasonable basis disclosed in good faith as of the respective dates that such information is given.

(m) Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Final Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other ownership interest of each subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule IV hereto.

(n) Capitalization and Other Capital Stock Matters. The Company’s authorized equity capitalization is as set forth in the Disclosure Package and the Final Prospectus (except for such issuances of capital stock, pursuant to concurrent or subsequent offerings of 5.250% Mandatory Convertible Preferred Stock, debt securities, and any other capital stock described in any Preliminary Prospectus and the Final Prospectus); the capital stock of the Company conforms to the description thereof contained in the Disclosure Package and the Final Prospectus; the outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and nonassessable; the Securities have been duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the Securities are duly listed, and admitted and authorized for trading, subject to official notice of issuance, on the Nasdaq Global Select Market; the certificates for the Securities are in valid and sufficient form; the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities; and, except as set forth in the Disclosure Package and the Final Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding.

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(o) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other organizational document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound , or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of this Agreement by the Company, and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the Final Prospectus (including the Merger and the other Financing Transactions (as defined in the Disclosure Package) (A) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other organizational document of the Company or any subsidiary, (B) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, (C) (assuming compliance with all applicable state securities or “Blue Sky” laws) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, and (D) will not require any prior consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, except for (x) such consents, approvals, authorizations, orders, registrations or filings as have been obtained or made and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada and (y) such filings with the Delaware Secretary of State as may be required in connection with the Merger. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(p) No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries or (ii) which has as the subject thereof any property owned or leased by, the Company or any of its subsidiaries and any such action, suit or proceeding, if determined adversely to the Company or such subsidiary, would result in a Material Adverse Change or adversely

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affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.

(q) Intellectual Property Rights. The Company and its subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. Neither the Company nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change.

(r) All Necessary Permits. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Change.

(s) Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(l) hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as disclosed in the Disclosure Package and the Final Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

(t) Tax Law Compliance. The Company and each of its subsidiaries have filed all necessary federal, state, local and foreign tax returns and have paid all taxes required to be paid (other than those being contested in good faith and by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP) by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except with respect to any failures to make such filings or pay such taxes when such failure would not, individually or in the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(l) hereof in respect of all federal, state, local and foreign taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

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(u) Company Not an “Investment Company”. The Company is not, and, after receipt of payment for the Securities will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (including the rules and regulations of the Commission promulgated thereunder).

(v) Insurance. Each of the Company and its subsidiaries are insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, without limitation, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of vandalism, flood and earthquakes. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew, if desired, its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.

(w) No Price Stabilization or Manipulation. The Company has not taken any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(x) Compliance with Sarbanes-Oxley. The Company and its officers and directors are in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) in all material respects.

(y) Company’s Accounting System. The Company and its subsidiaries maintain a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and that is sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(z) Disclosure Controls and Procedures. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is made known to

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the chief executive officer and chief financial officer of the Company by others within the Company or any of its subsidiaries to allow timely decisions regarding required disclosure, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system. Since the date of the most recent balance sheet of the Company and its consolidated subsidiaries audited by Deloitte & Touche LLP and reviewed by the audit committee of the board of directors of the Company, there has been no (A) any material weakness in the design or operation of internal controls over financial reporting, or any material weaknesses in internal controls over financial reporting, and (B) fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company; and (ii) since the date of the most recent evaluation, there have been no significant changes in internal controls or in other factors that has materially affected, or is reasonably likely to materially affect, internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act.

(aa) Compliance with and Liability Under Environmental Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) each of the Company and its subsidiaries are in compliance with, and not subject to any known liabilities under, applicable Environmental Laws; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging actual or potential liability on the part of the Company or any of its subsidiaries based on or pursuant to any Environmental Law pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries or any person or entity whose liability under or pursuant to any Environmental Law the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; (iii) neither the Company nor any of its subsidiaries is conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law; and (iv) no lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental Law with respect to any assets, facility or property owned, operated or leased by the Company or any of its subsidiaries.

For purposes of this Agreement, “Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetlands, flora and fauna. “Environmental Laws” means the common law and all federal, state, local and foreign laws or regulations, ordinances, codes, orders, decrees, judgments and injunctions issued, promulgated or entered thereunder, relating to pollution or protection of the Environment or human health, including without limitation, those relating to (i) the Release or threatened Release of Materials of Environmental Concern; and (ii) the manufacture, processing, distribution,

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use, generation, treatment, storage, transport, handling or recycling of Materials of Environmental Concern. “Materials of Environmental Concern” means any substance, material, pollutant, contaminant, chemical, waste, compound, or constituent, in any form, including without limitation, petroleum and petroleum products, subject to regulation or which can give rise to liability under any Environmental Law. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility.

(bb) ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established or maintained by the Company, its subsidiaries or their ERISA Affiliates (as defined below) (an “Employee Benefit Plan”) are in compliance in all material respects with ERISA with regard to such Employee Benefit Plans and, to best the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA), other than an event with respect to which notice is waived pursuant to applicable regulation, has occurred or is reasonably expected to occur with respect to any Employee Benefit Plan. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “Employee Benefit Plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code or Sections 302 or 4062(e) of ERISA. Each Employee Benefit Plan that is intended to be qualified under Section 401 of the Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(cc) Related Party Transactions. No relationship, direct or indirect, that is required to be described in the Registration Statement pursuant to Item 404 of Regulation S-K, exists between or among any of the Company and its subsidiaries, on the one hand, and any director, officer, member, stockholder or any of their respective immediate family members or any customer or supplier of the Company and its subsidiaries, on the other hand, which is not so disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus.

(dd) No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations

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thereunder or the U.K. Bribery Act 2010 or similar law of any other relevant jurisdiction; and neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that could result in a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder or the U.K. Bribery Act 2010 or similar law of any other relevant jurisdiction; and prohibition of noncompliance therewith is covered by the codes of conduct or other procedures instituted and maintained by the Company and its subsidiaries.

(ee) No Conflict with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(ff) No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanction Persons”) or (ii) will, directly or indirectly, use the proceeds of the offering of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(gg) No Sanctioned Persons or Countries. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”).

(hh) No Dealings Involving Sanctions. Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the

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benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

(ii) Government Reimbursement Programs. All of the facilities operated by the Company and each of its subsidiaries are qualified for participation in all federal healthcare programs in which they participate, including the Medicare programs, the Medicaid programs and the TRICARE programs in which they participate (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”) and are entitled to reimbursement under the Government Reimbursement Programs for services rendered to qualified beneficiaries, and comply in all material respects with the requirements of all Government Reimbursement Programs in which they participate, except for such failures to be qualified or to be entitled to reimbursement or to comply which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. There is no pending or, to the knowledge of the Company, threatened or contemplated proceeding or investigation by any of the Government Reimbursement Programs with respect to (i) the Company and each of the Company’s subsidiaries’ qualification or right to participate in any Government Reimbursement Program in which they participate or have participated, (ii) the compliance or non-compliance by the Company and each of the Company’s subsidiaries with the terms or provisions of any Government Reimbursement Program in which they participate or have participated, or (iii) the right of the Company and each of the Company’s subsidiaries to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which they participate or have participated, which proceeding or investigation, together with all other such proceedings and investigations, would reasonably be expected to, individually or in the aggregate have a Material Adverse Change. For purposes of this Agreement; “Medicaid” means any state-operated means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria, “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled persons including eligible persons with end-stage renal disease and “TRICARE” means the healthcare program established by the U.S. Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. § 1071 et seq.) for members of the military, military retirees, and their dependents, and includes the competitive selection of contractors to financially underwrite the delivery of healthcare services under the Civilian Health and Medical Program of the Uniformed Services.

(jj) Compliance with Federal Healthcare Laws. None of the Company, or any of the Company’s subsidiaries, or any of their respective officers, directors or managers has, on behalf of any of the Company, or the Company’s subsidiaries, (A) committed any act that would cause any of them to incur a civil monetary penalty under 42 U.S.C. §1320a-7a or violated 42 U.S.C. §1320a-7b or knowingly or willfully violated any other of the federal statutes applicable to Government Reimbursement Programs or any regulations promulgated pursuant to such statutes or related state or local statutes or regulations, including but not limited to the following: (i) knowingly and willfully made

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or caused to be made a false statement or representation of a material fact in any applications for any benefit or payment; (ii) knowingly and willfully made or caused to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) knowingly and willfully failed to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully solicited or received or offered or paid any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or soliciting to receive such remuneration (x) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare, Medicaid, TRICARE or other applicable government payers, or (y) in return for purchasing, leasing or ordering or arranging for or recommending, or to induce, the purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare, Medicaid, TRICARE or other applicable government payers, or (B) knowingly and willfully presented or caused to be presented a claim for a medical or other item or service that was not provided as claimed, or is for a medical or other item or service and the person knew or should have known the claim was false or fraudulent, except in the case of each of (A) and (B) as described in the Disclosure Package and the Final Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change, none of the Company or the Company’s subsidiaries has, nor have any of their respective officers, directors or managers, on behalf of the Company or the Company’s subsidiaries, (X) violated the Federal False Claims Act, 31 U.S.C. § 3729, including without limitation (i) knowingly presenting or causing to be presented to a government official a false claim for payment or approval, (ii) knowingly made, used or caused to be made or used, a false record or statement to get a false or fraudulent claim paid or approved by the government or (iii) conspired to defraud the government by getting a false or fraudulent claim paid; or (Y) violated 42 U.S.C. §1395nn or any regulations promulgated pursuant thereto (collectively, the “Stark Law”), including, without limitation, presenting or causing to be presented a claim under Medicare or Medicaid or billing any individual, third party payor, or other entity, for any “designated health service” (as defined in the Stark Law) payable by Medicare or Medicaid for a referral for the designated health service made by a physician that had (or whose immediate family member had) a financial relationship with the Company or any of the Company’s subsidiaries that did not meet a Stark Law exception. Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Change, the Company and each of the Company’s subsidiaries is in compliance with the privacy and security rules promulgated under the Health Insurance Portability and Accountability Act of 1996 found at 45 C.F.R. parts 160-164 (collectively, “HIPAA”) and the amendments to HIPAA made under the Health Information Technology for Economic and Clinical Health Act amendments to the American Recovery and Reinvestment Act of 2009. To the knowledge of the Company, none of the Company or the Company’s subsidiaries has violated 18 U.S.C. §1347 including, but not limited to, knowingly and willfully executing or attempting to execute

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a scheme or artifice by means of false or fraudulent pretenses (i) to defraud any health care benefit program, or (ii) to obtain, any money or property owned by, under the custody or control of, any health benefit program.

(kk) No Registration Rights. Except as disclosed in the Disclosure Package and the Final Prospectus, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement.

(ll) Dividends, Distributions. No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).

(mm) The Merger Agreement. To the Company’s knowledge, the representations and warranties of the Seller and the Partnership contained in the Merger Agreement are true and correct in all respects as of the date hereof, subject to the qualifications thereto set forth in such Merger Agreement. The Merger Agreement is in full force and effect as of the date hereof.

Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

2. Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the number of Firm Securities set forth opposite such Underwriter’s name in Schedule II hereto.

(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Securities set forth in Schedule I hereto at the same purchase price per share as the Underwriters shall pay for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Securities. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.

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3. Delivery and Payment. Delivery of and payment for the Firm Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Firm Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus.

5. Agreements. The Company agrees with the several Underwriters that:

(a) Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b),

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(ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement and using its best efforts to have such amendment declared effective as soon as practicable.

(b) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.

(c) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Company promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance, (iii) use its best efforts to have any amendment to the Registration Statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (iv) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.

(d) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

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(e) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.

(f) The Company will use its reasonable best efforts, in cooperation with the Underwriters, to arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate after consultation with the Company and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, or subject it to taxation, in any jurisdiction where it is not now so subject.

(g) The Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “Free Writing Prospectus” required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(k) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(h) The Company will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any

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person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, until the Business Day set forth on Schedule I hereto, provided, however, that the Company may: (i) issue and sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Applicable Time; (ii) issue and sell Common Stock issuable upon the conversion of securities or the exercise of options or warrants outstanding at the Applicable Time, including the Preferred Merger Securities (as defined in the Preliminary Prospectus) required to be issued in connection with the consummation of the Merger pursuant to the Merger Agreement as in effect at the Applicable Time; provided that the recipient thereof enters into a lock-up agreement in the form of Exhibit B hereto with respect to the remaining 90-day restricted period concurrently with the receipt of such Preferred Merger Securities; (iii) issue and sell shares of the Company’s 5.250% Mandatory Convertible Preferred Stock, Series A-1, no par value per share (the “Mandatory Preferred Stock”) pursuant to a concurrent public offering and the issuance, if any, of Common Stock upon the conversion of any of the Preferred Stock; (iv) issue and sell capital stock as required to consummate the Merger pursuant to the Merger Agreement as in effect at the Applicable Time; provided that the recipients thereof enter into a lock-up agreement in the form of Exhibit B hereto with respect to the remaining 90-day restricted period concurrently with the receipt of such stock; (v) issue capital stock in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of this clause (v), (x) the aggregate number of shares of the Common Stock to be issued in all such transactions referenced in this clause (v) does not exceed 10% of the outstanding Common Stock immediately following the offering and (y) the recipient thereof enters into a lock-up agreement in the form of Exhibit A hereto with respect to the remaining 90-day restricted period; and (vi) file a registration statement on Form S-8 under the Act to register securities in connection with an equity incentive plan in effect at the Applicable Time; provided that no sales or transfers are made pursuant to such registration statement on Form S-8 during the restricted period. Notwithstanding the foregoing, if (A) during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (B) prior to the expiration of the restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(l) with prior notice of any such announcement that gives rise to an extension of the restricted period. The last two sentences of this paragraph shall not apply should the Company have “actively traded securities” as defined under Regulation M.

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(i) The Company will not take, directly or indirectly, any action designed to or that would constitute or that would reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(j) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq Global Select Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); provided that the reasonable fees and expenses of counsel for the Underwriters relating to subclause (vi) and (vii) hereof shall not exceed $15,000; (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

(k) The Company agrees to prepare a final term sheet, containing a description of final terms of the Securities, the offering thereof and the concurrent offering of shares of the Mandatory Preferred Stock, in the form approved by the Representatives and attached as Schedule VI hereto and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.

6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Applicable Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a) The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

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(b) The Company shall have requested and caused Bass, Berry & Sims PLC, counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives, in form and substance satisfactory to the Representatives.

(c) On the Closing Date, the Underwriters shall have received the favorable opinion of Bass, Berry & Sims PLC, regulatory counsel for the Company, dated as of the Closing Date, in form and substance satisfactory to the Representatives.

(d) The Representatives shall have received from Latham & Watkins LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(e) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have reviewed the Registration Statement, the Disclosure Package, the Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that:

(i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and

(iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto), subsequent to the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto), there has been no Material Adverse Change.

21

(f) The Company shall have requested and caused Deloitte & Touche LLP to have furnished to the Representatives, at the Applicable Time and at the Closing Date, (i) letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Applicable Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants with respect to the Company within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the unaudited interim financial information of the Company for the three-month period ended, and as at March 31, 2014, in accordance with Statement on Auditing Standards No. 100, and (ii) letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Applicable Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants with respect to Sheridan within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the unaudited interim financial information of Sheridan for the three-month period ended, and as at March 31, 2014, in accordance with Statement on Auditing Standards No. 100 and, in each of cases (i) and (ii), containing such other statements and information as is ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial and statistical information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus.

(g) Subsequent to the Applicable Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or operations of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(h) Subsequent to the Applicable Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

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(i) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

(k) Prior to the Closing Date, the Securities shall have been listed and admitted and authorized for trading on Nasdaq Global Select Market, subject to notice of official issuance and satisfactory evidence of such actions shall have been provided to the Representatives.

(l) At the Applicable Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit A hereto from each officer and director of the Company listed in Schedule V hereto, addressed to the Representatives.

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall be delivered at the office of Latham & Watkins LLP, counsel for the Underwriters, at 885 Third Avenue, New York, New York 10022-4834, on the Closing Date.

7. Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through Citigroup Global Markets Inc. on demand for all out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.

8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates (within the meaning of Rule 405 under the Act) and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue

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statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(k) hereto or in any amendment thereof or supplement thereto or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth in (i) the last paragraph of the cover page regarding delivery of the Securities, (ii) the third paragraph, seventh paragraph, ninth paragraph, tenth paragraph, eleventh paragraph and the first paragraph under “Conflicts of Interest,” each under the heading “Underwriting” and (iii) the list of Underwriters and their respective participation in the sale of the Securities, in any Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of

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any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent: (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include any statement as to any admission of fault, culpability or failure to act by or on behalf of any indemnified party.

(d) In the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro

25

rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), in no event shall any Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee, affiliate (within the meaning of Rule 405 under the Act) and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). The Underwriters’ obligations to contribute pursuant to this Section 8 are several in proportion to their respective underwriting obligations hereunder and not joint.

9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s Common Stock shall have been suspended by the Commission or the Nasdaq Global Select Market or trading in securities generally on the New York Stock Exchange or the Nasdaq Global Select Market shall have been suspended or limited or minimum prices shall have

26

been established on either of such exchanges or the Nasdaq National Market, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities, (iii) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by any Preliminary Prospectus or the Final Prospectus (exclusive of any amendment or supplement thereto).

11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, affiliates, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax no.: (212) 816-7912) and confirmed to the General Counsel, Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to (615) 665-0755 and confirmed to it at AmSurg Corp., 20 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215, Attention: Chief Financial Officer, with a copy to Bass, Berry & Sims PLC, 150 Third Avenue South, Suite 2800, Nashville, Tennessee 37201, Facsimile: (615) 742-2736, Attention: J. James Jenkins, Jr.

13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

14. No fiduciary duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

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15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

16. Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

17. Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

18. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

19. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

20. Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Applicable Time” shall mean 5:30 PM, New York City time on June 26, 2014.

“Base Prospectus” shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Applicable Time.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“Commission” shall mean the Securities and Exchange Commission.

“Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Applicable Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, (iv) the final term sheet prepared and filed pursuant to Section 5(k) hereto and (v) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes effective.

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“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Final Prospectus” shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Applicable Time (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Act), together with the Base Prospectus.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is used prior to the filing of the Final Prospectus, together with the Base Prospectus.

“Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.

“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, and “Rule 433” refer to such rules under the Act.

“Well-Known Seasoned Issuer” shall mean a well-known seasoned issuer, as defined in Rule 405.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.

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Very truly yours,
AMSURG CORP.
By:	/s/ Claire M. Gulmi
	Name:	Claire M. Gulmi
	Title:	Executive Vice President and Chief Financial Officer

The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto.
Citigroup Global Markets Inc.
By:	/s/ Brian Gleason
	Name: Brian Gleason
	Title:   Director
For itself and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement.

SCHEDULE I

Underwriting Agreement dated June 26, 2014

Registration Statement No. 333-196966

Representative(s): Citigroup Global Markets Inc.

Title, Purchase Price and Description of Securities:

Title: Common Stock of Amsurg Corp.

Number of Firm Securities to be sold by the Company: 8,500,000 shares

Number of Option Securities to be sold by the Company: Up to 1,275,000 shares

Price per Share to Public (exclusive of any dividends): $45.00 per Share

Price per Share to the Underwriters: $43.20 per share

Closing Date, Time and Location: July 2, 2014 at 10:00 a.m. New York City time at Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022-4834

Type of Offering: Non-Delayed

Date referred to in Section 5(h) after which the Company may offer or sell securities issued by the Company without the consent of the Representative(s): September 24, 2014

SCHEDULE II

Underwriters	Number of Firm Securities to be Purchased
Citigroup Global Markets Inc.		2,720,000
SunTrust Robinson Humphrey, Inc.		1,190,000
Barclays Capital Inc.		765,000
Deutsche Bank Securities Inc.		765,000
Goldman, Sachs & Co.		765,000
J.P. Morgan Securities LLC		765,000
Raymond James & Associates, Inc.		510,000
BMO Capital Markets Corp.		425,000
Piper Jaffray & Co.		340,000
Cantor Fitzgerald & Co.		255,000
Total		8,500,000

SCHEDULE III

Schedule of Free Writing Prospectuses included in the Disclosure Package

Term Sheet Filed June 27, 2014

SCHEDULE IV

Subsidiaries

Name of Subsidiary	State of Organization
AmSurg KEC, Inc.	TN
The Endoscopy Center of Knoxville, L.P.	TN
AmSurg EC Topeka, Inc.	TN
The Endoscopy Center of Topeka, L.P.	TN
AmSurg EC St. Thomas, Inc.	TN
The Endoscopy Center of St. Thomas, L.P.	TN
AmSurg EC Beaumont, Inc.	TN
The Endoscopy Center of Southeast Texas, L.P.	TN
AmSurg EC Santa Fe, Inc.	TN
The Endoscopy Center of Santa Fe, L.P.	TN
AmSurg EC Washington, Inc.	TN
The Endoscopy Center of Washington D.C., L.P.	TN
AmSurg Torrance, Inc.	TN
Endoscopy Center of the South Bay, L.P.	TN
AmSurg Abilene, Inc.	TN
The Abilene ASC, L.P.	TN
AmSurg Lorain, Inc.	TN
AmSurg Maryville, Inc.	TN
The Maryville ASC , L.P.	TN
AmSurg Melbourne, Inc.	TN
The Melbourne ASC, L.P.	TN
AmSurg Hillmont, Inc.	TN
The Hillmont ASC, L.P.	TN
AmSurg Northwest Florida, Inc.	TN
The Northwest Florida ASC, L.P.	TN
AmSurg Palmetto, Inc.	TN
The Palmetto ASC, L.P.	TN
AmSurg Ocala, Inc.	TN
The Ocala Endoscopy ASC, L.P.	TN
AmSurg Crystal River, Inc.	TN
The Crystal River Endoscopy ASC, L.P.	TN
AmSurg Abilene Eye, Inc.	TN
The Abilene Eye ASC, L.P.	TN
AmSurg El Paso, Inc.	TN
The El Paso ASC, L.P.	TN
AmSurg La Jolla, Inc.	TN
The La Jolla Endoscopy Center, L.P.	TN
AmSurg Burbank, Inc.	TN
The Burbank Ophthalmology ASC, L.P.	TN
AmSurg Inglewood, Inc.	TN
Los Angeles/Inglewood Endoscopy ASC, L.P.	TN
AmSurg Glendale, Inc.	TN
Glendale Ophthalmology ASC, L.P.	TN
AmSurg Suncoast, Inc.	TN
The Suncoast Endoscopy ASC, L.P.	TN

AmSurg San Antonio TX, Inc.	TN
The San Antonio TX Endoscopy ASC, L.P.	TN
AmSurg Temecula CA, Inc.	TN
The Temecula CA Endoscopy ASC, L.P.	TN
AmSurg Escondido CA, Inc.	TN
The Escondido CA Endoscopy ASC, LP	TN
AmSurg San Luis Obispo CA, Inc.	TN
The San Luis Obispo CA Endoscopy ASC, L.P.	TN
The Scranton PA Endoscopy ASC, L.P.	TN
AmSurg Scranton PA, Inc.	TN
The Arcadia CA Endoscopy ASC, L.P.	TN
AmSurg Arcadia CA, Inc.	TN
The Main Line PA Endoscopy ASC, L.P.	TN
AmSurg Main Line PA, Inc.	TN
The Oakland CA Endoscopy ASC, L.P.	TN
AmSurg Oakland CA, Inc.	TN
The Lancaster PA Endoscopy ASC, L.P.	TN
AmSurg Lancaster PA, Inc.	TN
The Pottsville PA Endoscopy ASC, L.P.	TN
AmSurg Pottsville PA, Inc.	TN
Glendora CA Endoscopy ASC, L.P.	TN
AmSurg Glendora CA, Inc.	TN
AmSurg Holdings, Inc.	TN
The Knoxville Ophthalmology ASC, LLC	TN
Montgomery Eye Surgery Center, LLC	TN
EyeCare Consultants Surgery Center, LLC	TN
The Sidney ASC, LLC	TN
The Milwaukee ASC, LLC	TN
The Columbia ASC, LLC	TN
The Wichita Orthopaedic ASC, LLC	TN
The Willoughby ASC, LLC	TN
The Westglen Endoscopy Center, LLC	TN
The Chevy Chase ASC, LLC	TN
The Oklahoma City ASC, LLC	TN
The Mountain West Gastroenterology ASC, LLC	TN
The Cincinnati ASC, LLC	TN
The Fayetteville ASC, LLC	TN
The Independence ASC, LLC	TN
AmSurg Northern Kentucky GI, LLC	TN
AmSurg Louisville GI, LLC	TN
AmSurg Kentucky Ophthalmology, LLC	TN
The Phoenix Ophthalmology ASC, LLC	TN
The Toledo Endoscopy ASC, LLC	TN
The Englewood ASC, LLC	TN
The Sun City Ophthalmology ASC, LLC	TN
The Cape Coral/Ft. Myers Endoscopy ASC, LLC	TN
The Baltimore Endoscopy ASC, LLC	TN
The Boca Raton Ophthalmology ASC, LLC	TN
The Minneapolis Ophthalmology ASC, LLC	TN
The Florham Park Endoscopy ASC, LLC	TN
Northside Gastroenterology Endoscopy Center, LLC	IN
The Chattanooga Endoscopy ASC, LLC	TN
Mount Dora Ophthalmology ASC, LLC	TN

The Oakhurst Endoscopy ASC, LLC	TN
The Seneca PA ASC, LLC	TN
The Tamarac Endoscopy ASC, LLC	TN
The Waldorf Endoscopy ASC, LLC	TN
The Sarasota Endoscopy ASC, LLC	TN
The Las Vegas Ophthalmology ASC, LLC	TN
The Middletown Endoscopy ASC, LLC	TN
The Dover Ophthalmology ASC, LLC	TN
The Surgery Center of Middle Tennessee, LLC	TN
The Kingston Ophthalmology ASC, LLC	TN
The Las Vegas East Ophthalmology ASC, LLC	NV
The Blue Ridge/Clemson Orthopaedic ASC, LLC	TN
The Hutchinson Ophthalmology ASC, LLC	TN
The Sunrise Ophthalmology ASC, LLC	TN
The Metairie Ophthalmology ASC, LLC	TN
The Bel Air Endoscopy ASC, LLC	TN
Bloomfield Eye Surgery Center, LLC	TN
Mercer County Surgery Center, LLC	TN
Atlantic Coastal Surgery Center, LLC	NJ
The Akron Endoscopy ASC, LLC	TN
The Newark Endoscopy ASC, LLC	TN
The Southfield Endoscopy ASC, LLC	TN
The Alexandria Ophthalmology ASC, LLC	TN
The Columbia ASC Northwest, LLC	TN
St. George Endoscopy Center, LLC	TN
The Paducah Ophthalmology ASC, LLC	TN
The Greenville ASC, LLC	TN
The Columbia TN Endoscopy ASC, LLC	TN
The Rogers AR Ophthalmology ASC, LLC	TN
The Tulsa OK Ophthalmology ASC, LLC	TN
The Ft. Myers FL Ophthalmology ASC, LLC	TN
Banner Arizona ASC, LLC	TN
The Columbia MD Orthopaedic ASC, LLC	TN
The Mesa AZ Endoscopy ASC, LLC	TN
The Kingsport TN Ophthalmology ASC, LLC	TN
The Lewes DE Endoscopy ASC, LLC	TN
The Winter Haven/Sebring FL Ophthalmology ASC, LLC	TN
The Voorhees NJ Endoscopy ASC, LLC	TN
The Rockledge FL Endoscopy ASC, LLC	TN
The Tampa FL Endoscopy ASC, LLC	TN
The Pueblo CO Ophthalmology ASC, LLC	TN
Western Washington Endoscopy Centers, LLC	TN
The Lakeland FL Endoscopy ASC, LLC	TN
The Northern NV Endoscopy ASC, LLC	TN
The Edina MN Ophthalmology ASC, LLC	TN
The West Palm Beach FL Endoscopy ASC, LLC	TN
Gainesville FL Orthopaedic ASC, LLC	TN
The Raleigh NC Endoscopy ASC, LLC	TN
The Hanover NJ Endoscopy ASC, LLC	TN
The Lake Bluff IL Endoscopy ASC, LLC	TN
The Sun City AZ Endoscopy ASC, LLC	TN
The Overland Park KS Endoscopy ASC, LLC	TN
The Casper WY Endoscopy ASC, LLC	TN

The Rockville MD Endoscopy ASC, LLC	TN
Blue Water ASC, LLC	MI
Greenspring Station Endoscopy ASC, LLC	MD
Maryland Endoscopy Center Limited Liability Company	MD
Endoscopy Associates, LLC	MD
The Scranton PA GP, LLC	TN
The Orlando FL Endoscopy ASC, LLC	TN
The St. Louis MO Orthopaedic ASC, LLC	TN
The Yuma AZ Endoscopy ASC, LLC	TN
The West Orange NJ Endoscopy ASC, LLC	TN
The Greensboro NC Endoscopy ASC, LLC	TN
The Tulsa OK Endoscopy ASC, LLC	TN
The St. Cloud MN Ophthalmology ASC, LLC	TN
The Salem OR Ophthalmology ASC, LLC	TN
The El Dorado Multi-Specialty ASC, LLC	TN
The Nashville TN Ophthalmology ASC, LLC	TN
The Laurel MD Endoscopy ASC, LLC	TN
The Torrance CA Multi-Specialty ASC, LLC	TN
The Shenandoah TX Endoscopy ASC, LLC	TN
The New Orleans LA Uptown/West Bank Endoscopy ASC, LLC	TN
The Metairie LA Endoscopy ASC, LLC	TN
The Rockville, ESC-North MD Endoscopy ASC, LLC	TN
The Silver Spring MD Endoscopy ASC, LLC	TN
Ocean Endosurgery Center	NJ
The South Bend IN Endoscopy ASC, LLC	TN
The Mesquite TX Endoscopy ASC, LLC	TN
The Conroe TX Endoscopy ASC, LLC	TN
The Kissimmee FL Endoscopy ASC, LLC	TN
The Altamonte Springs FL Endoscopy ASC, LLC	TN
The Glendale AZ Endoscopy ASC, LLC	TN
Trinity Surgery Center, LLC	FL
Poway CA Multi-Specialty ASC, LLC	TN
The San Diego CA Multi-Specialty ASC, LLC	TN
The Orlando/Oakwater FL Endoscopy ASC, LLC	TN
The Baton Rouge LA Endoscopy ASC, LLC	TN
The Pikesville MD Endoscopy ASC, LLC	TN
The Glen Burnie MD Endoscopy ASC, LLC	TN
West Bridgewater MA Endoscopy ASC, LLC	TN
The Orlando/Mills FL Endoscopy ASC, LLC	TN
Miami Kendall FL Endoscopy ASC, LLC	TN
St. Clair Shores MI Ophthalmology ASC, LLC	TN
Marin Endoscopy Center, LLC	TN
Blaine MN Multi-Specialty ASC, LLC	TN
Casa Colina Surgery Center, LLC	TN
Digestive Health Center, LLC	TN
Digestive Endoscopy Center, LLC	TN
Phoenix Orthopaedic Ambulatory Center, L.L.C.	TN
Gastroenterology Associates Endoscopy Center, LLC	TN
Phoenix Endoscopy, L.L.C.	TN
Central Texas Endoscopy Center, LLC	TN
Eye Surgery Center, LLC	TN
Carroll County Digestive Disease Center, LLC	TN
Triangle Endoscopy Center, LLC	TN

Elms Endoscopy Center, LLC	TN
TEC North, LLC	TN
Cañon City CO Multi-Specialty ASC, LLC	TN
AmSurg Anesthesia Management Services, LLC	TN
Hermitage TN Endoscopy ASC, LLC	TN
Central Park Endoscopy Center, LLC	TN
North Richland Hills Endoscopy Center, LLC	TN
Old Town Endoscopy Center, LLC	TN
Park Ventura Endoscopy Center, LLC	TN
Redbird Square Endoscopy Center, LLC	TN
North Valley Orthopedic Surgery Center, L.L.C.	TN
Boston Out-Patient Surgical Suites, L.L.C.	TN
Waco Gastroenterology Endoscopy Center, LLC	TN
Bethesda Outpatient Surgery Center, LLC	TN
Hillmoor Eye Surgery Center, LLC	TN
Surgery Center of Volusia, LLC	TN
Arizona Endoscopy Center, LLC	TN
COA ASC of Franklin County, LLC	TN
AmSurg New Port Richey Anesthesia, LLC	TN
AmSurg San Luis Obispo Anesthesia, LLC	TN
AmSurg Salt Lake City Anesthesia, LLC	TN
North Valley Endoscopy Center, LLC	TN
MDSINE, LLC	TN
Pioneer Valley Surgicenter, LLC	TN
East Valley Endoscopy, LLC	TN
May Street Surgi Center, LLC	TN
Eagle Eye Surgery and Laser Center, LLC	TN
Doctors Park Surgery Center, LLC	TN
Long Beach NSC, LLC	TN
Long Beach Surgery Center, L.P.	CA
Torrance NSC, LLC	TN
Torrance Surgery Center, L.P.	CA
Davis NSC, LLC	TN
Davis Surgery Center, L.P.	CA
Fullerton NSC, LLC	TN
Fullerton Surgical Center, L.P.	CA
San Antonio NSC, LLC	TN
San Antonio ASC, LP	TX
SSPC Building, LP	TX
Austin NSC, LLC	TN
Premier Ambulatory Surgery of Austin, LLP	TX
Austin NSC, LP	TX
Austin Endoscopy Center I, LP	TX
Austin Endoscopy Center II, LP	TX
Twin Falls NSC, LLC	TN
Southern Idaho Ambulatory Surgery Center, LLC	ID
Kenwood NSC, LLC	TN
Kenwood ASC, LLC	OH
Towson NSC, LLC	TN
Towson Surgical Center, LLC	MD
Wilton NSC, LLC	CT
Stamford/NSC Management, LLC	CT
Wilton Surgery Center, LLC	CT

NSC West Palm, LLC	TN
West Palm Outpatient Surgery & Laser Center, LTD	FL
Tampa Bay NSC, LLC	TN
Tampa Bay Specialty Surgery Center, LLC	FL
Coral Springs NSC, LLC	TN
Coral Springs Ambulatory Surgery Center, LLC	FL
Weston NSC, LLC	TN
Weston Outpatient Surgical Center, Ltd.	FL
NSC RBO West, LLC	TN
NSC RBO East, LLC	TN
Illinois NSC, Inc.	TN
NSC Healthcare, Inc.	TN
Eastern Massachusetts Surgery Center, LLC	TN
Sierra Pacific Surgery Center, LLC	TN
Northeast Surgical Care of Newington, LLC	TN
AmSurg Tampa Bay Anesthesia, LLC	TN
AmSurg Chattanooga Anesthesia, LLC	TN
AmSurg North Valley Anesthesia, LLC	TN
AmSurg Oakland Anesthesia, L.P.	TN
AmSurg St. George Anesthesia, LLC	TN
AmSurg Arcadia Anesthesia, L.P.	TN
Middlesex Endoscopy Center, LLC	TN
Mid Atlantic Endoscopy Center, LLC	TN
Sunrise Ambulatory Surgical Center, LLC	TN
Glen Endoscopy Center, LLC	TN
AmSurg Fresno CA, Inc.	TN
Fresno CA Multi ASC, L.P.	TN
32nd Street Surgery Center, LLC	TN
WB Surgery Center, LLC	TN
Red River Surgery Center, LLC	TN
Eastern Connecticut Endoscopy Center, LLC	TN
Boston Endoscopy Center, LLC	TN
Connecticut Eye Surgery Center South, LLC	TN
Hudson Crossing Surgery Center, LLC	TN
Short Hills Surgery Center, LLC	TN
Surgery Center of Allentown, LLC	TN
Cascade Endoscopy Center, LLC	TN
AmSurg Colton CA, Inc.	TN
Colton CA Multi ASC, L.P.	TN
Diagnostic Endoscopy Center, LLC	TN
Oak Lawn IL Endoscopy ASC, LLC	TN
Physicians’ Eye Surgery Center, LLC	TN
Center for Ambulatory Surgery, LLC	TN
St. Charles-AmSurg ASC Partners, LLC	DE
AmSurg Willoughby Anesthesia, LLC	TN
AmSurg Westminster Anesthesia, LLC	TN
AmSurg Lewes Anesthesia, LLC	TN
AmSurg Rockledge FL Anesthesia, LLC	TN
AmSurg Altamonte Springs Anesthesia, LLC	TN
AmSurg Citrus Anesthesia, LLC	TN
AmSurg Port Orange Anesthesia, LLC	TN
AmSurg South Bay Anesthesia, L.P.	TN
AmSurg Fresno Endoscopy, Inc.	TN

Fresno CA Endoscopy ASC, L.P.	TN
AmSurg Temecula II Inc.	TN
Temecula CA United Surgery, L.P.	TN
Baycare Surgery Centers, LLC.	FL
Eye Surgery Center of Wichita, LLC.	TN
AmSurg MDSINE Anesthesia, LLC	TN
AmSurg Stamford Anesthesia, LLC	TN
AmSurg Marin Anesthesia, L.P.	TN
AmSurg Abilene Anesthesia, LLC	TN
AmSurg Hermitage Anesthesia, LLC	TN
AmSurg Oak Lawn Anesthesia, LLC	TN
AmSurg Fresno CA Anesthesia, LLC	TN
Bend Surgery Center, LLC	TN
Arizona Merger Corporation	DE
Arizona II Merger Corporation	DE

SCHEDULE V

Persons Signing Lock-Up Agreements

Christopher A. Holden

Claire M. Gulmi

David L. Manning

Phillip A. Clendenin

Kevin D. Eastridge

Thomas G. Cigarran

James A. Deal

Steven I. Geringer

Henry D. Herr

Joey A. Jacobs

Kevin P. Lavender

Cynthia S. Miller

John W. Popp, Jr., M.D.

SCHEDULE VI

Pricing Term Sheet dated as of June 26, 2014 Free Writing Prospectus Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement dated June 23, 2014 to the Prospectus dated June 23, 2014 File No. 333-196966

AMSURG CORP.

Concurrent Offerings of

8,500,000 Shares of Common Stock

(the “Common Stock Offering”)

and

1,500,000 Shares of 5.250% Mandatory Convertible Preferred Stock, Series A-1

(the “Mandatory Convertible Preferred Stock Offering”)

This pricing term sheet relates only to the Common Stock Offering and the Mandatory Convertible Preferred Stock Offering and should be read together with (i) the preliminary prospectus supplement dated June 23, 2014 relating to the Common Stock Offering, the accompanying prospectus dated June 23, 2014 and the documents incorporated and deemed to be incorporated by reference therein (collectively, the “Common Stock Preliminary Prospectus”) (in the case of investors purchasing in the Common Stock Offering) and (ii) the preliminary prospectus supplement dated June 23, 2014 relating to the Mandatory Convertible Preferred Stock Offering, the accompanying prospectus dated June 23, 2014 and the documents incorporated and deemed to be incorporated by reference therein (collectively, the “Mandatory Convertible Preferred Stock Preliminary Prospectus”) (in the case of investors purchasing in the Mandatory Convertible Preferred Stock Offering), each as filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Registration Statement No. 333-196966). None of the Common Stock Offering or the Mandatory Convertible Preferred Stock Offering are contingent on the completion of the other. Any capitalized terms used in this pricing term sheet that are not defined herein have the respective meanings given to such terms in the Common Stock Preliminary Prospectus or the Mandatory Convertible Preferred Stock Preliminary Prospectus, as applicable. Unless the context otherwise requires, references to “AmSurg” or the “Issuer,” “we,” “us” and “our” in this pricing term sheet mean AmSurg Corp. and not its subsidiaries. The following information supplements and updates the information contained in the Common Stock Preliminary Prospectus and the Mandatory Convertible Preferred Stock Preliminary Prospectus, as applicable, and, to the extent conflicting, supercedes such information.

General
Issuer:	AmSurg Corp., a Tennessee corporation
Ticker / Exchange for Common Stock:	“AMSG” / Nasdaq Global Select Market (the “Nasdaq”)
Pricing Date:	June 26, 2014
Trade Date:	June 27, 2014
Settlement Date:	July 2, 2014
Joint Book-Running Managers:	Citigroup, SunTrust Robinson Humphrey, Barclays, Deutsche Bank Securities, Goldman, Sachs & Co., J.P. Morgan, Raymond James
Co-Managers:	BMO Capital Markets, Piper Jaffray, Cantor Fitzgerald & Co.

Common Stock Offering
Securities Offered:	8,500,000 shares of Common Stock (or 9,775,000 shares if the Underwriters exercise their option to purchase additional shares in full) (the “Common Stock”).
Public Offering Price:	$45.00 per share of Common Stock
Underwriting Discount:	$1.80 per share of Common Stock
Net Proceeds:	$367,200,000.00 (or $422,280,000.00 if the Underwriters exercise their option to purchase additional shares in full).
CUSIP / ISIN:	03232P405 / US03232P4054
Mandatory Convertible Preferred Stock Offering
Securities Offered:	1,500,000 shares of 5.250% Mandatory Convertible Preferred Stock, Series A-1 (or 1,725,000 shares if the Underwriters exercise their option to purchase additional shares in full) (the “Mandatory Convertible Preferred Stock”).
Public Offering Price:	$100 per share of Mandatory Convertible Preferred Stock
Underwriting Discount:	$3.00 per share of Mandatory Convertible Preferred Stock
Net Proceeds:	$145,500,000.00 (or $167,325,000.00 if the Underwriters exercise their option to purchase additional shares in full).
Dividends:	5.250% of the Initial Liquidation Preference of $100 for each share of Mandatory Convertible Preferred Stock per year (equivalent to $5.25 per annum per share of Mandatory Convertible Preferred Stock), to the extent lawful and declared by the Issuer’s board of directors, payable in cash, or at the Issuer’s election (subject to certain limitations), by delivery of any combination of cash and shares of Common Stock. The dividend payable on the first Dividend Payment Date, if declared, is expected to be $1.2979 per share of Mandatory Convertible Preferred Stock and on each subsequent Dividend Payment Date, if declared, will be $1.3125 per share of Mandatory Convertible Preferred Stock.
	If the Issuer elects to make any such payment of a declared dividend, or any portion thereof in shares of Common Stock, such shares shall be valued for such purpose, in the case of any dividend payment or portion thereof, at the average VWAP (as defined in the Mandatory Convertible Shares Preliminary Prospectus) per share of Common Stock over the five consecutive Trading Day period commencing on and including the seventh Scheduled Trading Day immediately preceding the applicable Dividend Payment Date (the “Average Price”), multiplied by 97%. In no event will the number of shares of Common Stock delivered in connection with any declared dividend exceed a number equal to the total dividend payment divided by $15.75, subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus (such dollar amount, as adjusted, the “Floor Price”). To the extent that the amount of the declared dividend exceeds the product of the number of shares of

	Common Stock delivered in connection with such declared dividend and 97% of the Average Price, the Issuer will, if it is legally able to do so, pay such excess amount in cash.
Dividend Payment Dates:	If declared, January 1, April 1, July 1 and October 1 of each year, commencing on October 1, 2014 and ending on July 1, 2017.
Mandatory Conversion Date:	July 1, 2017
Last reported sale price of Common Stock on the Nasdaq on June 26, 2014:	$45.80 per share of Common Stock.
Initial Price:	$45.00 per share of Common Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus), which equals the public offering price in the Common Stock Offering.
Threshold Appreciation Price:	$55.13 per share of Common Stock, which represents an appreciation of approximately 22.50% over the Initial Price. The Threshold Appreciation Price is subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus.
Maximum Conversion Rate	2.2222 shares of Common Stock per share of Mandatory Convertible Preferred Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus).
Minimum Conversion Rate	1.8141 shares of Common Stock per share of Mandatory Convertible Preferred Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus).
Conversion Rate on the Mandatory Conversion Date:	The following table illustrates the Conversion Rate per share of Mandatory Convertible Preferred Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus) based on the Applicable Market Value of Common Stock on the Mandatory Conversion Date:
	Applicable Market Value of the Common Stock on the Mandatory Conversion Date	Conversion Rate per Share of Mandatory Convertible Preferred Stock
	Less than or equal to $45.00 (the Initial Price)	2.2222 shares of Common Stock (the Maximum Conversion Rate)
	Greater than $45.00 (the Initial Price) and less than $55.13 (the Threshold Appreciation Price)	$100, divided by the Applicable Market Value
	Equal to or greater than $55.13 (the Threshold Appreciation Price)	1.8141 shares of Common Stock (the Minimum Conversion Rate)
Early Conversion at the Option of the Holder:	At any time prior to the Mandatory Conversion Date, other than during any Fundamental Change Conversion Period (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus), a Holder of shares of Mandatory Convertible Preferred Stock may elect

	to convert such Holder’s shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock) into shares of Common Stock, at the Minimum Conversion Rate of 1.8141 shares of Common Stock per share of Mandatory Convertible Preferred Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus).
	If, as of the effective date of any early conversion (the “Early Conversion Date”), the Issuer has not declared all or any portion of the accumulated dividends for all Dividend Periods ending on a Dividend Payment Date prior to such Early Conversion Date, the Conversion Rate for such early conversion will be adjusted so that Holders converting their Mandatory Convertible Preferred Stock receive an additional number of shares of Common Stock equal to such amount of accumulated and unpaid dividends for such prior Dividend Periods, divided by the greater of the Floor Price and the average VWAP per share of Common Stock over the 20 consecutive Trading Day period commencing on and including the 22nd Scheduled Trading Day immediately preceding the Early Conversion Date (the “Early Conversion Average Price”). To the extent that the cash amount of the accumulated and unpaid dividends for all Dividend Periods ending on a Dividend Payment Date prior to the relevant conversion date exceeds the value of the product of the number of additional shares added to the Conversion Rate and the Early Conversion Average Price, the Issuer will not have any obligation to pay the shortfall in cash.
Early Conversion at the Option of the Holder Upon a Fundamental Change:	Upon the occurrence of a Fundamental Change prior to the Mandatory Conversion Date, under certain circumstances the Issuer will deliver or pay to Holders who convert their shares of the Mandatory Convertible Preferred Stock during the period (the “Fundamental Change Conversion Period”) from, and including, the Effective Date of the Fundamental Change to, but excluding, the earlier of (A) the Mandatory Conversion Date and (B) the date that is 30 calendar days after the Effective Date of such Fundamental Change, a number of shares of Common Stock or, if the Fundamental Change also constitutes a Reorganization Event, Units of Exchange Property, determined using the applicable Fundamental Change Conversion Rate.
	Holders who convert Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period will also receive a “Fundamental Change Dividend Make-whole Amount,” in cash or in shares of Common Stock, equal to the present value (computed using a discount rate of 5.250% per annum) of all remaining dividend payments on their shares of Mandatory Convertible Preferred Stock (excluding any accumulated and unpaid dividends for all Dividend Periods ending on or prior to the Dividend Payment Date immediately preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change) from such Effective Date to, but excluding, the Mandatory Conversion Date. If the Issuer elects to pay the Fundamental Change Dividend Make-whole Amount in shares of Common Stock in lieu of cash, the number of shares of Common Stock that the Issuer will deliver will equal (x) the Fundamental Change Dividend Make-whole

Amount divided by (y) the greater of the Floor Price and 97% of the price paid, or deemed paid, per share of Common Stock in the Fundamental Change.

In addition, to the extent that, as of the Effective Date of the Fundamental Change, the Issuer has not declared any or all of the accumulated dividends on the Mandatory Convertible Preferred Stock as of such Effective Date (including accumulated and unpaid dividends for all Dividend Periods ending on or prior to the Dividend Payment Date immediately preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change, the “Accumulated Dividend Amount”), upon conversion, the Issuer will pay or deliver, as the case may be, such Accumulated Dividend Amount in cash (to the extent the Issuer is legally permitted to do so) or shares of Common Stock, or any combination thereof at the Issuer’s election, to Holders who convert Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period. If the Issuer elects to pay the Accumulated Dividend Amount in shares of Common Stock in lieu of cash, the number of shares of Common Stock that the Issuer will deliver will equal (x) the Accumulated Dividend Amount divided by (y) the greater of the Floor Price and 97% of the Stock Price.

To the extent that the sum of the Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount or any portion thereof paid in shares of Common Stock exceeds the product of the number of additional shares the Issuer delivers in respect thereof and 97% of the Stock Price, the Issuer will, if the Issuer is legally able to do so, declare and pay such excess amount in cash.

The following table sets forth the Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock based on the Effective Date of the Fundamental Change and the Stock Price paid (or deemed paid) per share of Common Stock in the Fundamental Change (each of the Stock Price and the Fundamental Change Conversion Rate subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus).

			Stock Price
Effective Date	$10.00		$20.00		$30.00		$40.00		$45.00		$48.00		$52.00		$55.13		$60.00		$70.00		$80.00		$90.00		$100.00		$150.00		$200.00
July 2, 2014		2.2286		2.1851		2.0702		1.9474		1.9006		1.8783		1.8547		1.8406		1.8248		1.8091		1.8051		1.8058		1.8077		1.8134		1.8143
July 1, 2015		2.2257		2.2102		2.1273		1.9962		1.9378		1.9087		1.8774		1.8585		1.8375		1.8166		1.8111		1.8108		1.8118		1.8141		1.8142
July 1, 2016		2.2233		2.2219		2.1916		2.0726		1.9958		1.9535		1.9061		1.8775		1.8468		1.8200		1.8144		1.8138		1.8140		1.8141		1.8141
July 1, 2017		2.2222		2.2222		2.2222		2.2222		2.2222		2.0833		1.9231		1.8141		1.8141		1.8141		1.8141		1.8141		1.8141		1.8141		1.8141

The exact Stock Price and Effective Date may not be set forth on the table, in which case:

•    if the Stock Price is between two stock price amounts on the table or the Effective Date is between two dates on the table, the Fundamental Change Conversion Rate will be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year;

	•    if the Stock Price is greater than $200.00 per share (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate (subject to adjustment as described in Mandatory Convertible Preferred Stock Preliminary Prospectus); and
	•    if the Stock Price is less than $10.00 per share (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus) (the “Minimum Stock Price”), then the Fundamental Change Conversion Rate will be determined (x) as if the Stock Price equaled the Minimum Stock Price and (y) if the Effective Date is between two dates on the table, using straight-line interpolation (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus).
Listing of Mandatory Convertible Preferred Stock:	The Issuer expects to apply to list the Mandatory Convertible Preferred Stock on the Nasdaq and, if approved, expects trading on the Nasdaq to begin within 30 days of the initial issuance of the Mandatory Convertible Preferred Stock.
CUSIP / ISIN:	03232P 504 / US03232P5044

The Issuer has filed a registration statement (including a prospectus and related preliminary prospectus supplement for the offering) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus in that registration statement and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may get these documents for free by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, copies may be obtained from sales representatives of Citigroup Global Markets Inc., Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by email at prospectus@citi.com or by calling toll-free at 1-800-831-9146.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

EX-1.2

Exhibit 1.2

EXECUTION VERSION

AmSurg Corp.

1,500,000 Shares

Mandatory Convertible Preferred Stock, Series A-1

(no par value)

Underwriting Agreement

June 26, 2014

To the Representative

    named in Schedule I

    hereto of the several

    Underwriters named in

    Schedule II hereto

Ladies and Gentlemen:

AmSurg Corp., a corporation organized under the laws of Tennessee (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of mandatory convertible preferred stock, Series A-1, no par value (“Series A-1 Preferred Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Series A-1 Preferred Stock set forth in Schedule I hereto (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). The Series A-1 Preferred Stock will be convertible into shares of the Company’s common stock (“Common Stock”), no par value, at a variable conversion rate set forth in the Final Prospectus. The terms of the Series A-1 Preferred Stock will be set forth in Articles of Amendment to the Company’s Second Amended and Restated Charter (the “Articles of Amendment”) to be filed by the Company with the Secretary of State of the State of Tennessee.

To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 20 hereof.

Pursuant to that certain Purchase Agreement and Plan of Merger, dated as of May 29, 2014, as amended by Amendment No. 1 on June 12, 2014, among the Company and Arizona Merger Corporation, a Delaware corporation (“Merger Sub”), Arizona II Merger Corporation, a Delaware corporation (together with the Company and Merger Sub, the “Parent Parties”), Sunbeam GP Holdings, LLC, a Delaware limited liability company (the “Seller”), Sunbeam GP LLC, a Delaware limited liability company (the “General Partner”), Sunbeam Holdings, L.P., a Delaware limited partnership (the “Partnership”), Sunbeam Primary Holdings, Inc., a Delaware corporation (“Sunbeam Primary”) and HFCP VI Securityholders’ Rep LLC, a Delaware limited liability company, in its capacity as agent and attorney-in-fact for the Seller and the unitholders of the Partnership (the “Unitholders’ Representative”) (together with all schedules and exhibits thereto, the “Merger Agreement”), the Company has agreed to acquire all of the outstanding equity of the Partnership. The consummation of such acquisition in accordance with the terms of the Merger Agreement is referred to herein as the “Merger.” The Partnership and its consolidated subsidiaries, including Sheridan Holdings, Inc., are collectively referred to herein as “Sheridan.”

1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.

(a) Compliance with Registration Requirements. The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405 (the file number of which is set forth in Schedule I hereto) on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration Statement, including any amendments thereto filed prior to the Applicable Time, became effective upon filing. The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the Commission a final prospectus supplement relating to the Securities in accordance with Rule 424(b). As filed, such final prospectus supplement shall contain all information required by the Act and the rules thereunder, and, except as otherwise required by law and after consultation with the Representatives, shall be in all substantive respects in the form furnished to you prior to the Applicable Time or, to the extent not completed at the Applicable Time, shall, except as otherwise required by law and after consultation with the Representatives, contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Applicable Time, will be included or made therein. The Registration Statement, at the Applicable Time, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Applicable Time.

(b) Disclosure. On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the

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Closing Date (as defined herein) and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement date”), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; on each Effective Date, at the Applicable Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(c) Disclosure Package, Roadshow. (i) The Disclosure Package and the price to the public, the number of Firm Securities and the number of Option Securities to be included on the cover page of the Final Prospectus, when taken together as a whole, and (ii) each electronic road show, when taken together as a whole with the Disclosure Package does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(d) Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the Applicable Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as the case may be) a “well-known seasoned issuer” as defined in Rule 405. The Company agrees to pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

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(e) Ineligible Issuer. (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Applicable Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.

(f) Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 5(k) hereto does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.

(g) XBRL. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(h) Due Authorization. This Agreement has been duly authorized, executed and delivered by the Company.

(i) Accuracy of Statements in the Registration Statement, Disclosure Package and Final Prospectus; Underwriting Agreement. There is no franchise, contract or other document of a character required to be described in the Registration Statement or the Final Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required (and the Preliminary Prospectus contains in all material respects the same description of the foregoing matters contained in the Final Prospectus). This Agreement will conform in all material respects to the statements relating thereto contained in the Disclosure Package and the Final Prospectus.

(j) No Material Adverse Change. Except as otherwise disclosed in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto), subsequent to the date of the most recent financial statements of the Company included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus (exclusive of any amendment or supplement thereto): (i) there has been no Material Adverse Change (as defined below), (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, direct or contingent, not in the ordinary course of business nor entered into any material transaction or material agreement not in the ordinary course of business and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on

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any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock. As used in this Agreement, the term “Material Adverse Change” means any material adverse change in the condition (financial or otherwise) or in the prospects, earnings, business or operations, taken as a whole, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity.

(k) Independent Accountants. Deloitte & Touche LLP, which expressed its opinion with respect to (i) the audited consolidated financial statements (which term as used in this Agreement includes the related notes thereto) and supporting schedule of the Company filed with the Commission and included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, and (ii) the audited consolidated financial statements and supporting schedule of Sheridan included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, is an independent registered public accounting firm with respect to each of the Company and Sheridan within the meaning of the Securities Act, the Exchange Act and the rules of the Public Company Accounting Oversight Board.

(l) Preparation of the Financial Statements. The financial statements, together with the related schedules and notes of each of the Company and Sheridan, included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus present fairly in all material respects the consolidated financial position of the entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The financial data set forth in the Registration Statement, the Preliminary Prospectus and the Final Prospectus under the captions “Summary–Summary Historical Consolidated Financial Information” and “Selected Historical Financial Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. The financial statements of the Company and its subsidiaries and the related notes thereto included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus do not omit any pro forma financial statements required by Regulation S-X under the Act. The pro forma financial statements included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus comply as to form in all material respects with the applicable requirements of Regulation S-X under the Act and

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the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. The statistical and market-related data included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus are based on or derived from sources that the Company and its subsidiaries believe to be reliable and accurate in all material respects and represent their good faith estimates that are made on the basis of data derived from such sources. The forward-looking statements (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included in the Registration Statement, the Preliminary Prospectus and the Final Prospectus have been made upon a reasonable basis disclosed in good faith as of the respective dates that such information is given.

(m) Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Final Prospectus and, in the case of the Company, to enter into and perform its obligations under this Agreement. Each of the Company and each subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding capital stock or other ownership interest of each subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule IV hereto.

(n) Capitalization and Other Capital Stock Matters. The Company’s authorized equity capitalization is as set forth in the Disclosure Package and the Final Prospectus (except for such issuances of capital stock, pursuant to concurrent or subsequent offerings of 5.250% Mandatory Convertible Preferred Stock, debt securities, and any other capital stock described in the Preliminary Prospectus and the Final Prospectus); the capital stock of the Company and the Securities conform to the description thereof contained in the Disclosure Package and the Final Prospectus; the outstanding shares of Common Stock have been duly and validly authorized and issued and are fully paid and non-assessable, will have the rights set forth in the Company’s Second Amended and Restated Charter (including the Articles of Amendment) and the full number of shares of Common Stock issuable under the Securities (whether upon conversion or payment of dividends), when issued, will be have been duly and validly

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authorized and reserved for such issuance; the Securities have been duly and validly authorized and reserved for issuance, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be fully paid and nonassessable; the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for the Securities; and, except as set forth in the Disclosure Package and the Final Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company are outstanding.

(o) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its charter, bylaws or other organizational document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound , or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The execution, delivery and performance of this Agreement by the Company, the Articles of Amendment and the issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by the Disclosure Package and the Final Prospectus (including the Merger and the other Financing Transactions (as defined in the Disclosure Package) (A) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other organizational document of the Company or any subsidiary, (B) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change, (C) (assuming compliance with all applicable state securities or “Blue Sky” laws) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary, and (D) will not require any prior consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, except for (x) such consents, approvals, authorizations, orders, registrations or filings as have been obtained or made and are in full force and effect under the Securities Act, applicable securities laws of the several states of the United States or provinces of Canada and (y) such filings with the Delaware Secretary of State as may be required in connection with the Merger. As used herein, a “Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

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(p) No Material Actions or Proceedings. There are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries or (ii) which has as the subject thereof any property owned or leased by, the Company or any of its subsidiaries and any such action, suit or proceeding, if determined adversely to the Company or such subsidiary, would result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.

(q) Intellectual Property Rights. The Company and its subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”) reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. Neither the Company nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change.

(r) All Necessary Permits. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Change.

(s) Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(l) hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as disclosed in the Disclosure Package and the Final Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

(t) Tax Law Compliance. The Company and each of its subsidiaries have filed all necessary federal, state, local and foreign tax returns and have paid all taxes required to be paid (other than those being contested in good faith and by appropriate

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proceedings and for which adequate reserves have been provided in accordance with GAAP) by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except with respect to any failures to make such filings or pay such taxes when such failure would not, individually or in the aggregate, result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(l) hereof in respect of all federal, state, local and foreign taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

(u) Company Not an “Investment Company”. The Company is not, and, after receipt of payment for the Securities will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (including the rules and regulations of the Commission promulgated thereunder).

(v) Insurance. Each of the Company and its subsidiaries are insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including, without limitation, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage, destruction, acts of vandalism, flood and earthquakes. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew, if desired, its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change.

(w) No Price Stabilization or Manipulation. The Company has not taken any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(x) Compliance with Sarbanes-Oxley. The Company and its officers and directors are in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) in all material respects.

(y) Company’s Accounting System. The Company and its subsidiaries maintain a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and that is sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable

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intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(z) Disclosure Controls and Procedures. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and its subsidiaries is made known to the chief executive officer and chief financial officer of the Company by others within the Company or any of its subsidiaries to allow timely decisions regarding required disclosure, and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject to the limitations of any such control system. Since the date of the most recent balance sheet of the Company and its consolidated subsidiaries audited by Deloitte & Touche LLP and reviewed by the audit committee of the board of directors of the Company, there has been no (A) any material weakness in the design or operation of internal controls over financial reporting, or any material weaknesses in internal controls over financial reporting, and (B) fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company; and (ii) since the date of the most recent evaluation, there have been no significant changes in internal controls or in other factors that has materially affected, or is reasonably likely to materially affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. The Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 under the Exchange Act.

(aa) Compliance with and Liability Under Environmental Laws. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) each of the Company and its subsidiaries are in compliance with, and not subject to any known liabilities under, applicable Environmental Laws; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging actual or potential liability on the part of the Company or any of its subsidiaries based on or pursuant to any Environmental Law pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries or any person or entity whose liability under or pursuant to any Environmental Law the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; (iii) neither the Company nor any of its subsidiaries is conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law; and (iv) no lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental Law with respect to any assets, facility or property owned, operated or leased by the Company or any of its subsidiaries.

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For purposes of this Agreement, “Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetlands, flora and fauna. “Environmental Laws” means the common law and all federal, state, local and foreign laws or regulations, ordinances, codes, orders, decrees, judgments and injunctions issued, promulgated or entered thereunder, relating to pollution or protection of the Environment or human health, including without limitation, those relating to (i) the Release or threatened Release of Materials of Environmental Concern; and (ii) the manufacture, processing, distribution, use, generation, treatment, storage, transport, handling or recycling of Materials of Environmental Concern. “Materials of Environmental Concern” means any substance, material, pollutant, contaminant, chemical, waste, compound, or constituent, in any form, including without limitation, petroleum and petroleum products, subject to regulation or which can give rise to liability under any Environmental Law. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility.

(bb) ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974 (as amended, “ERISA,” which term, as used herein, includes the regulations and published interpretations thereunder) established or maintained by the Company, its subsidiaries or their ERISA Affiliates (as defined below) (an “Employee Benefit Plan”) are in compliance in all material respects with ERISA with regard to such Employee Benefit Plans and, to best the knowledge of the Company, each “multiemployer plan” (as defined in Section 4001 of ERISA) to which the Company, its subsidiaries or an ERISA Affiliate contributes (a “Multiemployer Plan”) is in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any member of any group of organizations described in Section 414 of the Internal Revenue Code of 1986 (as amended, the “Code,” which term, as used herein, includes the regulations and published interpretations thereunder) of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA), other than an event with respect to which notice is waived pursuant to applicable regulation, has occurred or is reasonably expected to occur with respect to any Employee Benefit Plan. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “Employee Benefit Plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code or Sections 302 or 4062(e) of ERISA. Each Employee Benefit Plan that is intended to be qualified under Section 401 of the Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(cc) Related Party Transactions. No relationship, direct or indirect, that is required to be described in the Registration Statement pursuant to Item 404 of Regulation

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S-K, exists between or among any of the Company and its subsidiaries, on the one hand, and any director, officer, member, stockholder or any of their respective immediate family members or any customer or supplier of the Company and its subsidiaries, on the other hand, which is not so disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus.

(dd) No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder or the U.K. Bribery Act 2010 or similar law of any other relevant jurisdiction; and neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that could result in a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder or the U.K. Bribery Act 2010 or similar law of any other relevant jurisdiction; and prohibition of noncompliance therewith is covered by the codes of conduct or other procedures instituted and maintained by the Company and its subsidiaries.

(ee) No Conflict with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(ff) No Conflict with Sanctions Laws. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is currently subject to any sanctions administered or imposed by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury) (collectively, “Sanctions” and such persons, “Sanction Persons”) or (ii) will, directly or indirectly, use the proceeds of the offering of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person in any manner that will result in a violation of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the offering, whether as underwriter, advisor, investor or otherwise).

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(gg) No Sanctioned Persons or Countries. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions; or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”).

(hh) No Dealings Involving Sanctions. Except as has been disclosed to the Underwriters or is not material to the analysis under any Sanctions, neither the Company nor any of its subsidiaries has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any of its subsidiaries have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

(ii) Government Reimbursement Programs. All of the facilities operated by the Company and each of its subsidiaries are qualified for participation in all federal healthcare programs in which they participate, including the Medicare programs, the Medicaid programs and the TRICARE programs in which they participate (together with their respective intermediaries or carriers, the “Government Reimbursement Programs”) and are entitled to reimbursement under the Government Reimbursement Programs for services rendered to qualified beneficiaries, and comply in all material respects with the requirements of all Government Reimbursement Programs in which they participate, except for such failures to be qualified or to be entitled to reimbursement or to comply which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. There is no pending or, to the knowledge of the Company, threatened or contemplated proceeding or investigation by any of the Government Reimbursement Programs with respect to (i) the Company and each of the Company’s subsidiaries’ qualification or right to participate in any Government Reimbursement Program in which they participate or have participated, (ii) the compliance or non-compliance by the Company and each of the Company’s subsidiaries with the terms or provisions of any Government Reimbursement Program in which they participate or have participated, or (iii) the right of the Company and each of the Company’s subsidiaries to receive or retain amounts received or due or to become due from any Government Reimbursement Program in which they participate or have participated, which proceeding or investigation, together with all other such proceedings and investigations, would reasonably be expected to, individually or in the aggregate have a Material Adverse Change. For purposes of this Agreement; “Medicaid” means any state-operated means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria, “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled persons including eligible persons with end-stage renal disease and “TRICARE” means the healthcare program established by the U.S. Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. § 1071 et seq.) for

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members of the military, military retirees, and their dependents, and includes the competitive selection of contractors to financially underwrite the delivery of healthcare services under the Civilian Health and Medical Program of the Uniformed Services.

(jj) Compliance with Federal Healthcare Laws. None of the Company, or any of the Company’s subsidiaries, or any of their respective officers, directors or managers has, on behalf of any of the Company, or the Company’s subsidiaries, (A) committed any act that would cause any of them to incur a civil monetary penalty under 42 U.S.C. §1320a-7a or violated 42 U.S.C. §1320a-7b or knowingly or willfully violated any other of the federal statutes applicable to Government Reimbursement Programs or any regulations promulgated pursuant to such statutes or related state or local statutes or regulations, including but not limited to the following: (i) knowingly and willfully made or caused to be made a false statement or representation of a material fact in any applications for any benefit or payment; (ii) knowingly and willfully made or caused to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) knowingly and willfully failed to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully solicited or received or offered or paid any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or soliciting to receive such remuneration (x) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare, Medicaid, TRICARE or other applicable government payers, or (y) in return for purchasing, leasing or ordering or arranging for or recommending, or to induce, the purchasing, leasing or ordering of any good, facility, service or item for which payment may be made in whole or in part by Medicare, Medicaid, TRICARE or other applicable government payers, or (B) knowingly and willfully presented or caused to be presented a claim for a medical or other item or service that was not provided as claimed, or is for a medical or other item or service and the person knew or should have known the claim was false or fraudulent, except in the case of each of (A) and (B) as described in the Disclosure Package and the Final Prospectus or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change, none of the Company or the Company’s subsidiaries has, nor have any of their respective officers, directors or managers, on behalf of the Company or the Company’s subsidiaries, (X) violated the Federal False Claims Act, 31 U.S.C. § 3729, including without limitation (i) knowingly presenting or causing to be presented to a government official a false claim for payment or approval, (ii) knowingly made, used or caused to be made or used, a false record or statement to get a false or fraudulent claim paid or approved by the government or (iii) conspired to defraud the government by getting a false or fraudulent claim paid; or (Y) violated 42 U.S.C. §1395nn or any regulations promulgated pursuant thereto (collectively, the “Stark Law”), including, without limitation, presenting or causing to be presented a claim under Medicare or Medicaid or billing any individual, third party payor, or other entity, for any “designated health service” (as defined in the Stark Law)

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payable by Medicare or Medicaid for a referral for the designated health service made by a physician that had (or whose immediate family member had) a financial relationship with the Company or any of the Company’s subsidiaries that did not meet a Stark Law exception. Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Change, the Company and each of the Company’s subsidiaries is in compliance with the privacy and security rules promulgated under the Health Insurance Portability and Accountability Act of 1996 found at 45 C.F.R. parts 160-164 (collectively, “HIPAA”) and the amendments to HIPAA made under the Health Information Technology for Economic and Clinical Health Act amendments to the American Recovery and Reinvestment Act of 2009. To the knowledge of the Company, none of the Company or the Company’s subsidiaries has violated 18 U.S.C. §1347 including, but not limited to, knowingly and willfully executing or attempting to execute a scheme or artifice by means of false or fraudulent pretenses (i) to defraud any health care benefit program, or (ii) to obtain, any money or property owned by, under the custody or control of, any health benefit program.

(kk) No Registration Rights. Except as disclosed in the Disclosure Package and the Final Prospectus, no holders of securities of the Company have rights to the registration of such securities under the Registration Statement.

(ll) Dividends, Distributions. No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated by the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).

(mm) The Merger Agreement. To the Company’s knowledge, the representations and warranties of the Seller and the Partnership contained in the Merger Agreement are true and correct in all respects as of the date hereof, subject to the qualifications thereto set forth in such Merger Agreement. The Merger Agreement is in full force and effect as of the date hereof.

Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

2. Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the number of Firm Securities set forth opposite such Underwriter’s name in Schedule II hereto.

(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several

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Underwriters to purchase, severally and not jointly, up to the number of Option Securities set forth in Schedule I hereto at the same purchase price per share as the Underwriters shall pay for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Option Securities. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or telegraphic notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares.

3. Delivery and Payment. Delivery of and payment for the Firm Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Firm Securities and the Option Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at 388 Greenwich Street, New York, New York, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus.

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5. Agreements. The Company agrees with the several Underwriters that:

(a) Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement and using its best efforts to have such amendment declared effective as soon as practicable.

(b) If, at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may reasonably request.

(c) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with

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use or delivery of the Final Prospectus, the Company promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance, (iii) use its best efforts to have any amendment to the Registration Statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (iv) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.

(d) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

(e) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering.

(f) The Company will use its reasonable best efforts, in cooperation with the Underwriters, to arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate after consultation with the Company and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, or subject it to taxation, in any jurisdiction where it is not now so subject.

(g) The Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “Free Writing Prospectus” required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(k) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has

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treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(h) The Company will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, until the Business Day set forth on Schedule I hereto, provided, however, that the Company may: (i) issue and sell Common Stock pursuant to any employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect at the Applicable Time; (ii) issue and sell Common Stock issuable upon the conversion of securities or the exercise of options or warrants outstanding at the Applicable Time, including the Preferred Merger Securities (as defined in the Preliminary Prospectus) required to be issued in connection with the consummation of the Merger pursuant to the Merger Agreement as in effect at the Applicable Time; provided that the recipient thereof enters into a lock-up agreement in the form of Exhibit B hereto with respect to the remaining 90-day restricted period concurrently with the receipt of such Preferred Merger Securities; (iii) issue and sell shares of the Company’s Common Stock pursuant to a concurrent public offering and the issuance, if any of the Company’s 5.250% Mandatory Convertible Preferred Stock, Series A-1, no par value per share (the “Mandatory Preferred Stock”); (iv) issue and sell capital stock as required to consummate the Merger pursuant to the Merger Agreement as in effect at the Applicable Time; provided that the recipients thereof enter into a lock-up agreement in the form of Exhibit B hereto with respect to the remaining 90-day restricted period concurrently with the receipt of such stock; (v) issue capital stock in connection with joint ventures, commercial relationships or other strategic transactions; provided that, in the case of this clause (v), (x) the aggregate number of shares of the Common Stock to be issued in all such transactions referenced in this clause (v) does not exceed 10% of the outstanding Common Stock immediately following the offering and (y) the recipient thereof enters into a lock-up agreement in the form of Exhibit A hereto with respect to the remaining 90-day restricted period; and (vi) file a registration statement on Form S-8 under the Act to register securities in connection with an equity incentive plan in effect at the Applicable Time; provided that no sales or transfers are made pursuant to such registration statement on Form S-8 during the restricted period. Notwithstanding the foregoing, if (A) during the last 17 days of the restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs,

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or (B) prior to the expiration of the restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the restricted period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lockup letters described in Section 6(l) with prior notice of any such announcement that gives rise to an extension of the restricted period. The last two sentences of this paragraph shall not apply should the Company have “actively traded securities” as defined under Regulation M.

(i) The Company will not take, directly or indirectly, any action designed to or that would constitute or that would reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(j) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the Nasdaq Global Select Market; (vi) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (vii) any filings required to be made with the Financial Industry Regulatory Authority, Inc. (“FINRA”) (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings); provided that the reasonable fees and expenses of counsel for the Underwriters relating to subclause (vi) and (vii) hereof shall not exceed $15,000; (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

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(k) The Company agrees to prepare a final term sheet, containing a description of final terms of the Securities, the offering thereof and the concurrent offering of shares of Common Stock, in the form approved by the Representatives and attached as Schedule VI hereto and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.

(l) The Company agrees to duly execute the Articles of Amendment to its Second Amended and Restated Charter concerning the Series A-1 Preferred Stock (the “Permitted Amendment”), deliver a copy of the Permitted Amendment to the Underwriters and duly file an original of the Permitted Amendment with the Secretary of State of Tennessee on or before the Closing Date.

(m) Until after the issuance of the Securities on the Closing Date, except for any amendment necessary to authorize the Preferred Merger Securities (as such term is defined in the Disclosure Package, the Company agrees not to amend or alter its Second Amended and Restated Charter to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock that rank on parity with, or prior to, the Securities in the payment of dividends, in the distribution of assets on any liquidation, dissolution or winding up of the Company or with respect to redemption rights. The Company agrees not to issue Preferred Merger Securities except to the extent required by the terms of the Merger Agreement.

(n) The Company agrees to use its commercially reasonable efforts to list, subject to notice of issuance, the Securities and the full number of shares of Common Stock issuable under the Securities (whether upon conversion or payment of dividends), on the Nasdaq Global Select Market.

(o) The Company agrees to reserve and keep available at all times, free of preemptive or similar rights the full number of shares of Common Stock issuable under the Securities (whether upon conversion or payment of dividends).

(p) The Company agrees, during the period from and including the date hereof through and including the earlier of (a) the purchase by the Underwriters of all of the Additional Shares and (b) the expiration of the Underwriters’ option to purchase Additional Shares, not to do or authorize or cause any act or thing that would result in an adjustment of the conversion rates of the Securities.

6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Firm Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Applicable Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(a) The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); any material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

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(b) The Company shall have requested and caused Bass, Berry & Sims PLC, counsel for the Company, to have furnished to the Representatives their opinion, dated the Closing Date and addressed to the Representatives.

(c) On the Closing Date, the Underwriters shall have received the favorable opinion of Bass, Berry & Sims PLC, regulatory counsel for the Company, dated as of the Closing Date, in form and substance satisfactory to the Representatives.

(d) The Representatives shall have received from Latham & Watkins LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(e) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have reviewed the Registration Statement, the Disclosure Package, the Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that:

(i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and

(iii) except as otherwise disclosed in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto), subsequent to the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto), there has been no Material Adverse Change.

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(f) The Company shall have requested and caused Deloitte & Touche LLP to have furnished to the Representatives, at the Applicable Time and at the Closing Date, (i) letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Applicable Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants with respect to the Company within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the unaudited interim financial information of the Company for the three-month period ended, and as at March 31, 2014, in accordance with Statement on Auditing Standards No. 100, and (ii) letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Applicable Time and as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants with respect to Sheridan within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of the unaudited interim financial information of Sheridan for the three-month period ended, and as at March 31, 2014, in accordance with Statement on Auditing Standards No. 100 and, in each of cases (i) and (ii), containing such other statements and information as is ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial and statistical information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus.

(g) Subsequent to the Applicable Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any amendment or supplement thereto), there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or operations of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) the effect of which, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).

(h) Subsequent to the Applicable Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change.

23

(i) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.

(j) Prior to the Closing Date, the Company shall have filed the requisite listing application with the Nasdaq Global Select Market for the listing of the Securities and the full number of shares of Common Stock issuable under the Securities (whether upon conversion or payment of dividends) on the Nasdaq Global Select Market.

(k) At the Applicable Time, the Company shall have furnished to the Representatives a letter substantially in the form of Exhibit A hereto from each officer and director of the Company listed in Schedule V hereto, addressed to the Representatives.

(l) The form of certificate used to evidence the Securities shall comply in all material respects with all applicable requirements of the law of the State of Tennessee, the Nasdaq Select Global Market and the Company’s Second Amended and Restated Charter and by-laws, and will be duly authorized and approved by the board of directors of the Company.

(m) The Company shall have filed an original of the Permitted Amendment with the Secretary of State of Tennessee and the Permitted Amendment shall have become effective by the Closing Date.

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 6 shall be delivered at the office of Latham & Watkins LLP, counsel for the Underwriters, at 885 Third Avenue, New York, New York 10022-4834, on the Closing Date.

7. Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through Citigroup Global Markets Inc. on demand for all out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.

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8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates (within the meaning of Rule 405 under the Act) and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus or any other preliminary prospectus supplement relating to the Securities, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(k) hereto or in any amendment thereof or supplement thereto or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth in (i) the last paragraph of the cover page regarding delivery of the Securities , (ii) the third paragraph, seventh paragraph, ninth paragraph, tenth paragraph, eleventh paragraph and the first paragraph under “Conflicts of Interest,” each under the heading “Underwriting” and (iii) the list of Underwriters and their respective participation in the sale of the Securities, in any Preliminary Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus.

(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the

25

indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent: (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include any statement as to any admission of fault, culpability or failure to act by or on behalf of any indemnified party.

(d) In the event that the indemnity provided in paragraph (a), (b) or (c) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and

26

benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), in no event shall any Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee, affiliate (within the meaning of Rule 405 under the Act) and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). The Underwriters’ obligations to contribute pursuant to this Section 8 are several in proportion to their respective underwriting obligations hereunder and not joint.

9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

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10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment (i) trading in the Company’s Common Stock shall have been suspended by the Commission or the Nasdaq Global Select Market or trading in securities generally on the New York Stock Exchange or the Nasdaq Global Select Market shall have been suspended or limited or minimum prices shall have been established on either of such exchanges or the Nasdaq National Market, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities, (iii) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering, sale or delivery of the Securities as contemplated by any Preliminary Prospectus or the Final Prospectus (exclusive of any amendment or supplement thereto).

11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, affiliates, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telefaxed to the Citigroup Global Markets Inc. General Counsel (fax no.: (212) 816-7912) and confirmed to the General Counsel, Citigroup Global Markets Inc., at 388 Greenwich Street, New York, New York, 10013, Attention: General Counsel; or, if sent to the Company, will be mailed, delivered or telefaxed to (615) 665-0755 and confirmed to it at AmSurg Corp., 20 Burton Hills Boulevard, Suite 500, Nashville, Tennessee 37215, Attention: Chief Financial Officer, with a copy to Bass, Berry & Sims PLC, 150 Third Avenue South, Suite 2800, Nashville, Tennessee 37201, Facsimile: (615) 742-2736, Attention: J. James Jenkins, Jr.

13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

14. No fiduciary duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters

28

in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

16. Applicable Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

17. Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

18. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

19. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

20. Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Applicable Time” shall mean 5:30 PM, New York City time on June 26, 2014.

“Base Prospectus” shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Applicable Time.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

“Commission” shall mean the Securities and Exchange Commission.

“Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Applicable Time, (iii) the Issuer Free Writing

29

Prospectuses, if any, identified in Schedule III hereto, (iv) the final term sheet prepared and filed pursuant to Section 5(k) hereto and (v) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

“Effective Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or becomes effective.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Final Prospectus” shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Applicable Time (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Act), together with the Base Prospectus.

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is used prior to the filing of the Final Prospectus, together with the Base Prospectus.

“Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.

“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, and “Rule 433” refer to such rules under the Act.

“Well-Known Seasoned Issuer” shall mean a well-known seasoned issuer, as defined in Rule 405.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.

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Very truly yours,
AMSURG CORP.
By:	/s/ Claire M. Gulmi
	Name:	Claire M. Gulmi
	Title:	Executive Vice President and Chief Financial Officer

The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto.
Citigroup Global Markets Inc.
By:	/s/ Brian Gleason
	Name: Brian Gleason
	Title:   Director
For itself and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement.

SCHEDULE I

Underwriting Agreement dated June 26, 2014

Registration Statement No. 333-196966

Representative(s): Citigroup Global Markets Inc.

Title, Purchase Price and Description of Securities:

Title: Common Stock of Amsurg Corp.

Number of Firm Securities to be sold by the Company: 1,500,000 shares

Number of Option Securities to be sold by the Company: Up to 225,000 shares

Price per Share to Public (exclusive of any dividends): $100.00 per Share

Price per Share to the Underwriters: $97.00

Closing Date, Time and Location: July 2, 2014 at 10:00 a.m. New York City time at Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022-4834

Type of Offering: Non-Delayed

Date referred to in Section 5(h) after which the Company may offer or sell securities issued by the Company without the consent of the Representative(s): September 24, 2014

SCHEDULE II

Underwriters	Number of Firm Securities to be Purchased
Citigroup Global Markets Inc.		480,000
SunTrust Robinson Humphrey, Inc.		210,000
Barclays Capital Inc.		135,000
Deutsche Bank Securities Inc.		135,000
Goldman, Sachs & Co.		135,000
J.P. Morgan Securities LLC		135,000
Raymond James & Associates, Inc.		90,000
BMO Capital Markets Corp.		75,000
Piper Jaffray & Co.		60,000
Cantor Fitzgerald & Co.		45,000
Total		1,500,000

SCHEDULE III

Schedule of Free Writing Prospectuses included in the Disclosure Package

Term Sheet Filed June 27, 2014

SCHEDULE IV

Subsidiaries

Name of Subsidiary	State of Organization
AmSurg KEC, Inc.	TN
The Endoscopy Center of Knoxville, L.P.	TN
AmSurg EC Topeka, Inc.	TN
The Endoscopy Center of Topeka, L.P.	TN
AmSurg EC St. Thomas, Inc.	TN
The Endoscopy Center of St. Thomas, L.P.	TN
AmSurg EC Beaumont, Inc.	TN
The Endoscopy Center of Southeast Texas, L.P.	TN
AmSurg EC Santa Fe, Inc.	TN
The Endoscopy Center of Santa Fe, L.P.	TN
AmSurg EC Washington, Inc.	TN
The Endoscopy Center of Washington D.C., L.P.	TN
AmSurg Torrance, Inc.	TN
Endoscopy Center of the South Bay, L.P.	TN
AmSurg Abilene, Inc.	TN
The Abilene ASC, L.P.	TN
AmSurg Lorain, Inc.	TN
AmSurg Maryville, Inc.	TN
The Maryville ASC , L.P.	TN
AmSurg Melbourne, Inc.	TN
The Melbourne ASC, L.P.	TN
AmSurg Hillmont, Inc.	TN
The Hillmont ASC, L.P.	TN
AmSurg Northwest Florida, Inc.	TN
The Northwest Florida ASC, L.P.	TN
AmSurg Palmetto, Inc.	TN
The Palmetto ASC, L.P.	TN
AmSurg Ocala, Inc.	TN
The Ocala Endoscopy ASC, L.P.	TN
AmSurg Crystal River, Inc.	TN
The Crystal River Endoscopy ASC, L.P.	TN
AmSurg Abilene Eye, Inc.	TN
The Abilene Eye ASC, L.P.	TN
AmSurg El Paso, Inc.	TN
The El Paso ASC, L.P.	TN
AmSurg La Jolla, Inc.	TN
The La Jolla Endoscopy Center, L.P.	TN
AmSurg Burbank, Inc.	TN
The Burbank Ophthalmology ASC, L.P.	TN
AmSurg Inglewood, Inc.	TN
Los Angeles/Inglewood Endoscopy ASC, L.P.	TN
AmSurg Glendale, Inc.	TN
Glendale Ophthalmology ASC, L.P.	TN
AmSurg Suncoast, Inc.	TN

The Suncoast Endoscopy ASC, L.P.	TN
AmSurg San Antonio TX, Inc.	TN
The San Antonio TX Endoscopy ASC, L.P.	TN
AmSurg Temecula CA, Inc.	TN
The Temecula CA Endoscopy ASC, L.P.	TN
AmSurg Escondido CA, Inc.	TN
The Escondido CA Endoscopy ASC, LP	TN
AmSurg San Luis Obispo CA, Inc.	TN
The San Luis Obispo CA Endoscopy ASC, L.P.	TN
The Scranton PA Endoscopy ASC, L.P.	TN
AmSurg Scranton PA, Inc.	TN
The Arcadia CA Endoscopy ASC, L.P.	TN
AmSurg Arcadia CA, Inc.	TN
The Main Line PA Endoscopy ASC, L.P.	TN
AmSurg Main Line PA, Inc.	TN
The Oakland CA Endoscopy ASC, L.P.	TN
AmSurg Oakland CA, Inc.	TN
The Lancaster PA Endoscopy ASC, L.P.	TN
AmSurg Lancaster PA, Inc.	TN
The Pottsville PA Endoscopy ASC, L.P.	TN
AmSurg Pottsville PA, Inc.	TN
Glendora CA Endoscopy ASC, L.P.	TN
AmSurg Glendora CA, Inc.	TN
AmSurg Holdings, Inc.	TN
The Knoxville Ophthalmology ASC, LLC	TN
Montgomery Eye Surgery Center, LLC	TN
EyeCare Consultants Surgery Center, LLC	TN
The Sidney ASC, LLC	TN
The Milwaukee ASC, LLC	TN
The Columbia ASC, LLC	TN
The Wichita Orthopaedic ASC, LLC	TN
The Willoughby ASC, LLC	TN
The Westglen Endoscopy Center, LLC	TN
The Chevy Chase ASC, LLC	TN
The Oklahoma City ASC, LLC	TN
The Mountain West Gastroenterology ASC, LLC	TN
The Cincinnati ASC, LLC	TN
The Fayetteville ASC, LLC	TN
The Independence ASC, LLC	TN
AmSurg Northern Kentucky GI, LLC	TN
AmSurg Louisville GI, LLC	TN
AmSurg Kentucky Ophthalmology, LLC	TN
The Phoenix Ophthalmology ASC, LLC	TN
The Toledo Endoscopy ASC, LLC	TN
The Englewood ASC, LLC	TN
The Sun City Ophthalmology ASC, LLC	TN
The Cape Coral/Ft. Myers Endoscopy ASC, LLC	TN
The Baltimore Endoscopy ASC, LLC	TN
The Boca Raton Ophthalmology ASC, LLC	TN
The Minneapolis Ophthalmology ASC, LLC	TN
The Florham Park Endoscopy ASC, LLC	TN
Northside Gastroenterology Endoscopy Center, LLC	IN
The Chattanooga Endoscopy ASC, LLC	TN

Mount Dora Ophthalmology ASC, LLC	TN
The Oakhurst Endoscopy ASC, LLC	TN
The Seneca PA ASC, LLC	TN
The Tamarac Endoscopy ASC, LLC	TN
The Waldorf Endoscopy ASC, LLC	TN
The Sarasota Endoscopy ASC, LLC	TN
The Las Vegas Ophthalmology ASC, LLC	TN
The Middletown Endoscopy ASC, LLC	TN
The Dover Ophthalmology ASC, LLC	TN
The Surgery Center of Middle Tennessee, LLC	TN
The Kingston Ophthalmology ASC, LLC	TN
The Las Vegas East Ophthalmology ASC, LLC	NV
The Blue Ridge/Clemson Orthopaedic ASC, LLC	TN
The Hutchinson Ophthalmology ASC, LLC	TN
The Sunrise Ophthalmology ASC, LLC	TN
The Metairie Ophthalmology ASC, LLC	TN
The Bel Air Endoscopy ASC, LLC	TN
Bloomfield Eye Surgery Center, LLC	TN
Mercer County Surgery Center, LLC	TN
Atlantic Coastal Surgery Center, LLC	NJ
The Akron Endoscopy ASC, LLC	TN
The Newark Endoscopy ASC, LLC	TN
The Southfield Endoscopy ASC, LLC	TN
The Alexandria Ophthalmology ASC, LLC	TN
The Columbia ASC Northwest, LLC	TN
St. George Endoscopy Center, LLC	TN
The Paducah Ophthalmology ASC, LLC	TN
The Greenville ASC, LLC	TN
The Columbia TN Endoscopy ASC, LLC	TN
The Rogers AR Ophthalmology ASC, LLC	TN
The Tulsa OK Ophthalmology ASC, LLC	TN
The Ft. Myers FL Ophthalmology ASC, LLC	TN
Banner Arizona ASC, LLC	TN
The Columbia MD Orthopaedic ASC, LLC	TN
The Mesa AZ Endoscopy ASC, LLC	TN
The Kingsport TN Ophthalmology ASC, LLC	TN
The Lewes DE Endoscopy ASC, LLC	TN
The Winter Haven/Sebring FL Ophthalmology ASC, LLC	TN
The Voorhees NJ Endoscopy ASC, LLC	TN
The Rockledge FL Endoscopy ASC, LLC	TN
The Tampa FL Endoscopy ASC, LLC	TN
The Pueblo CO Ophthalmology ASC, LLC	TN
Western Washington Endoscopy Centers, LLC	TN
The Lakeland FL Endoscopy ASC, LLC	TN
The Northern NV Endoscopy ASC, LLC	TN
The Edina MN Ophthalmology ASC, LLC	TN
The West Palm Beach FL Endoscopy ASC, LLC	TN
Gainesville FL Orthopaedic ASC, LLC	TN
The Raleigh NC Endoscopy ASC, LLC	TN
The Hanover NJ Endoscopy ASC, LLC	TN
The Lake Bluff IL Endoscopy ASC, LLC	TN
The Sun City AZ Endoscopy ASC, LLC	TN
The Overland Park KS Endoscopy ASC, LLC	TN

The Casper WY Endoscopy ASC, LLC	TN
The Rockville MD Endoscopy ASC, LLC	TN
Blue Water ASC, LLC	MI
Greenspring Station Endoscopy ASC, LLC	MD
Maryland Endoscopy Center Limited Liability Company	MD
Endoscopy Associates, LLC	MD
The Scranton PA GP, LLC	TN
The Orlando FL Endoscopy ASC, LLC	TN
The St. Louis MO Orthopaedic ASC, LLC	TN
The Yuma AZ Endoscopy ASC, LLC	TN
The West Orange NJ Endoscopy ASC, LLC	TN
The Greensboro NC Endoscopy ASC, LLC	TN
The Tulsa OK Endoscopy ASC, LLC	TN
The St. Cloud MN Ophthalmology ASC, LLC	TN
The Salem OR Ophthalmology ASC, LLC	TN
The El Dorado Multi-Specialty ASC, LLC	TN
The Nashville TN Ophthalmology ASC, LLC	TN
The Laurel MD Endoscopy ASC, LLC	TN
The Torrance CA Multi-Specialty ASC, LLC	TN
The Shenandoah TX Endoscopy ASC, LLC	TN
The New Orleans LA Uptown/West Bank Endoscopy ASC, LLC	TN
The Metairie LA Endoscopy ASC, LLC	TN
The Rockville, ESC-North MD Endoscopy ASC, LLC	TN
The Silver Spring MD Endoscopy ASC, LLC	TN
Ocean Endosurgery Center	NJ
The South Bend IN Endoscopy ASC, LLC	TN
The Mesquite TX Endoscopy ASC, LLC	TN
The Conroe TX Endoscopy ASC, LLC	TN
The Kissimmee FL Endoscopy ASC, LLC	TN
The Altamonte Springs FL Endoscopy ASC, LLC	TN
The Glendale AZ Endoscopy ASC, LLC	TN
Trinity Surgery Center, LLC	FL
Poway CA Multi-Specialty ASC, LLC	TN
The San Diego CA Multi-Specialty ASC, LLC	TN
The Orlando/Oakwater FL Endoscopy ASC, LLC	TN
The Baton Rouge LA Endoscopy ASC, LLC	TN
The Pikesville MD Endoscopy ASC, LLC	TN
The Glen Burnie MD Endoscopy ASC, LLC	TN
West Bridgewater MA Endoscopy ASC, LLC	TN
The Orlando/Mills FL Endoscopy ASC, LLC	TN
Miami Kendall FL Endoscopy ASC, LLC	TN
St. Clair Shores MI Ophthalmology ASC, LLC	TN
Marin Endoscopy Center, LLC	TN
Blaine MN Multi-Specialty ASC, LLC	TN
Casa Colina Surgery Center, LLC	TN
Digestive Health Center, LLC	TN
Digestive Endoscopy Center, LLC	TN
Phoenix Orthopaedic Ambulatory Center, L.L.C.	TN
Gastroenterology Associates Endoscopy Center, LLC	TN
Phoenix Endoscopy, L.L.C.	TN
Central Texas Endoscopy Center, LLC	TN
Eye Surgery Center, LLC	TN
Carroll County Digestive Disease Center, LLC	TN

Triangle Endoscopy Center, LLC	TN
Elms Endoscopy Center, LLC	TN
TEC North, LLC	TN
Cañon City CO Multi-Specialty ASC, LLC	TN
AmSurg Anesthesia Management Services, LLC	TN
Hermitage TN Endoscopy ASC, LLC	TN
Central Park Endoscopy Center, LLC	TN
North Richland Hills Endoscopy Center, LLC	TN
Old Town Endoscopy Center, LLC	TN
Park Ventura Endoscopy Center, LLC	TN
Redbird Square Endoscopy Center, LLC	TN
North Valley Orthopedic Surgery Center, L.L.C.	TN
Boston Out-Patient Surgical Suites, L.L.C.	TN
Waco Gastroenterology Endoscopy Center, LLC	TN
Bethesda Outpatient Surgery Center, LLC	TN
Hillmoor Eye Surgery Center, LLC	TN
Surgery Center of Volusia, LLC	TN
Arizona Endoscopy Center, LLC	TN
COA ASC of Franklin County, LLC	TN
AmSurg New Port Richey Anesthesia, LLC	TN
AmSurg San Luis Obispo Anesthesia, LLC	TN
AmSurg Salt Lake City Anesthesia, LLC	TN
North Valley Endoscopy Center, LLC	TN
MDSINE, LLC	TN
Pioneer Valley Surgicenter, LLC	TN
East Valley Endoscopy, LLC	TN
May Street Surgi Center, LLC	TN
Eagle Eye Surgery and Laser Center, LLC	TN
Doctors Park Surgery Center, LLC	TN
Long Beach NSC, LLC	TN
Long Beach Surgery Center, L.P.	CA
Torrance NSC, LLC	TN
Torrance Surgery Center, L.P.	CA
Davis NSC, LLC	TN
Davis Surgery Center, L.P.	CA
Fullerton NSC, LLC	TN
Fullerton Surgical Center, L.P.	CA
San Antonio NSC, LLC	TN
San Antonio ASC, LP	TX
SSPC Building, LP	TX
Austin NSC, LLC	TN
Premier Ambulatory Surgery of Austin, LLP	TX
Austin NSC, LP	TX
Austin Endoscopy Center I, LP	TX
Austin Endoscopy Center II, LP	TX
Twin Falls NSC, LLC	TN
Southern Idaho Ambulatory Surgery Center, LLC	ID
Kenwood NSC, LLC	TN
Kenwood ASC, LLC	OH
Towson NSC, LLC	TN
Towson Surgical Center, LLC	MD
Wilton NSC, LLC	CT
Stamford/NSC Management, LLC	CT

Wilton Surgery Center, LLC	CT
NSC West Palm, LLC	TN
West Palm Outpatient Surgery & Laser Center, LTD	FL
Tampa Bay NSC, LLC	TN
Tampa Bay Specialty Surgery Center, LLC	FL
Coral Springs NSC, LLC	TN
Coral Springs Ambulatory Surgery Center, LLC	FL
Weston NSC, LLC	TN
Weston Outpatient Surgical Center, Ltd.	FL
NSC RBO West, LLC	TN
NSC RBO East, LLC	TN
Illinois NSC, Inc.	TN
NSC Healthcare, Inc.	TN
Eastern Massachusetts Surgery Center, LLC	TN
Sierra Pacific Surgery Center, LLC	TN
Northeast Surgical Care of Newington, LLC	TN
AmSurg Tampa Bay Anesthesia, LLC	TN
AmSurg Chattanooga Anesthesia, LLC	TN
AmSurg North Valley Anesthesia, LLC	TN
AmSurg Oakland Anesthesia, L.P.	TN
AmSurg St. George Anesthesia, LLC	TN
AmSurg Arcadia Anesthesia, L.P.	TN
Middlesex Endoscopy Center, LLC	TN
Mid Atlantic Endoscopy Center, LLC	TN
Sunrise Ambulatory Surgical Center, LLC	TN
Glen Endoscopy Center, LLC	TN
AmSurg Fresno CA, Inc.	TN
Fresno CA Multi ASC, L.P.	TN
32nd Street Surgery Center, LLC	TN
WB Surgery Center, LLC	TN
Red River Surgery Center, LLC	TN
Eastern Connecticut Endoscopy Center, LLC	TN
Boston Endoscopy Center, LLC	TN
Connecticut Eye Surgery Center South, LLC	TN
Hudson Crossing Surgery Center, LLC	TN
Short Hills Surgery Center, LLC	TN
Surgery Center of Allentown, LLC	TN
Cascade Endoscopy Center, LLC	TN
AmSurg Colton CA, Inc.	TN
Colton CA Multi ASC, L.P.	TN
Diagnostic Endoscopy Center, LLC	TN
Oak Lawn IL Endoscopy ASC, LLC	TN
Physicians’ Eye Surgery Center, LLC	TN
Center for Ambulatory Surgery, LLC	TN
St. Charles-AmSurg ASC Partners, LLC	DE
AmSurg Willoughby Anesthesia, LLC	TN
AmSurg Westminster Anesthesia, LLC	TN
AmSurg Lewes Anesthesia, LLC	TN
AmSurg Rockledge FL Anesthesia, LLC	TN
AmSurg Altamonte Springs Anesthesia, LLC	TN
AmSurg Citrus Anesthesia, LLC	TN
AmSurg Port Orange Anesthesia, LLC	TN
AmSurg South Bay Anesthesia, L.P.	TN

AmSurg Fresno Endoscopy, Inc.	TN
Fresno CA Endoscopy ASC, L.P.	TN
AmSurg Temecula II Inc.	TN
Temecula CA United Surgery, L.P.	TN
Baycare Surgery Centers, LLC.	FL
Eye Surgery Center of Wichita, LLC.	TN
AmSurg MDSINE Anesthesia, LLC	TN
AmSurg Stamford Anesthesia, LLC	TN
AmSurg Marin Anesthesia, L.P.	TN
AmSurg Abilene Anesthesia, LLC	TN
AmSurg Hermitage Anesthesia, LLC	TN
AmSurg Oak Lawn Anesthesia, LLC	TN
AmSurg Fresno CA Anesthesia, LLC	TN
Bend Surgery Center, LLC	TN
Arizona Merger Corporation	DE
Arizona II Merger Corporation	DE

SCHEDULE V

Persons Signing Lock-Up Agreements

Christopher A. Holden

Claire M. Gulmi

David L. Manning

Phillip A. Clendenin

Kevin D. Eastridge

Thomas G. Cigarran

James A. Deal

Steven I. Geringer

Henry D. Herr

Joey A. Jacobs

Kevin P. Lavender

Cynthia S. Miller

John W. Popp, Jr., M.D.

SCHEDULE VI

Pricing Term Sheet	Free Writing Prospectus
dated as of June 26, 2014	Filed pursuant to Rule 433
	Relating to the
	Preliminary Prospectus Supplement dated June 23, 2014 to
	the
	Prospectus dated June 23, 2014
	File No. 333-196966

AMSURG CORP.

Concurrent Offerings of

8,500,000 Shares of Common Stock

(the “Common Stock Offering”)

and

1,500,000 Shares of 5.250% Mandatory Convertible Preferred Stock, Series A-1

(the “Mandatory Convertible Preferred Stock Offering”)

This pricing term sheet relates only to the Common Stock Offering and the Mandatory Convertible Preferred Stock Offering and should be read together with (i) the preliminary prospectus supplement dated June 23, 2014 relating to the Common Stock Offering, the accompanying prospectus dated June 23, 2014 and the documents incorporated and deemed to be incorporated by reference therein (collectively, the “Common Stock Preliminary Prospectus”) (in the case of investors purchasing in the Common Stock Offering) and (ii) the preliminary prospectus supplement dated June 23, 2014 relating to the Mandatory Convertible Preferred Stock Offering, the accompanying prospectus dated June 23, 2014 and the documents incorporated and deemed to be incorporated by reference therein (collectively, the “Mandatory Convertible Preferred Stock Preliminary Prospectus”) (in the case of investors purchasing in the Mandatory Convertible Preferred Stock Offering), each as filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (Registration Statement No. 333-196966). None of the Common Stock Offering or the Mandatory Convertible Preferred Stock Offering are contingent on the completion of the other. Any capitalized terms used in this pricing term sheet that are not defined herein have the respective meanings given to such terms in the Common Stock Preliminary Prospectus or the Mandatory Convertible Preferred Stock Preliminary Prospectus, as applicable. Unless the context otherwise requires, references to “AmSurg” or the “Issuer,” “we,” “us” and “our” in this pricing term sheet mean AmSurg Corp. and not its subsidiaries. The following information supplements and updates the information contained in the Common Stock Preliminary Prospectus and the Mandatory Convertible Preferred Stock Preliminary Prospectus, as applicable, and, to the extent conflicting, supercedes such information.

General

Issuer:	AmSurg Corp., a Tennessee corporation
Ticker / Exchange for Common Stock:	“AMSG” / Nasdaq Global Select Market (the “Nasdaq”)
Pricing Date:	June 26, 2014
Trade Date:	June 27, 2014
Settlement Date:	July 2, 2014

Joint Book-Running Managers:	Citigroup, SunTrust Robinson Humphrey, Barclays, Deutsche Bank Securities, Goldman, Sachs & Co., J.P. Morgan, Raymond James
Co-Managers:	BMO Capital Markets, Piper Jaffray, Cantor Fitzgerald & Co.

Common Stock Offering

Securities Offered:	8,500,000 shares of Common Stock (or 9,775,000 shares if the Underwriters exercise their option to purchase additional shares in full) (the “Common Stock”).
Public Offering Price:	$45.00 per share of Common Stock
Underwriting Discount:	$1.80 per share of Common Stock
Net Proceeds:	$367,200,000.00 (or $422,280,000.00 if the Underwriters exercise their option to purchase additional shares in full).
CUSIP / ISIN:	03232P405 / US03232P4054

Mandatory Convertible Preferred Stock Offering

Securities Offered:	1,500,000 shares of 5.250% Mandatory Convertible Preferred Stock, Series A-1 (or 1,725,000 shares if the Underwriters exercise their option to purchase additional shares in full) (the “Mandatory Convertible Preferred Stock”).
Public Offering Price:	$100 per share of Mandatory Convertible Preferred Stock
Underwriting Discount:	$3.00 per share of Mandatory Convertible Preferred Stock
Net Proceeds:	$145,500,000.00 (or $167,325,000.00 if the Underwriters exercise their option to purchase additional shares in full).
Dividends:	5.250% of the Initial Liquidation Preference of $100 for each share of Mandatory Convertible Preferred Stock per year (equivalent to $5.25 per annum per share of Mandatory Convertible Preferred Stock), to the extent lawful and declared by the Issuer’s board of directors, payable in cash, or at the Issuer’s election (subject to certain limitations), by delivery of any combination of cash and shares of Common Stock. The dividend payable on the first Dividend Payment Date, if declared, is expected to be $1.2979 per share of Mandatory Convertible Preferred Stock and on each subsequent Dividend Payment Date, if declared, will be $1.3125 per share of Mandatory Convertible Preferred Stock.
	If the Issuer elects to make any such payment of a declared dividend, or any portion thereof in shares of Common Stock, such shares shall be valued for such purpose, in the case of any dividend payment or portion thereof, at the average VWAP (as defined in the Mandatory Convertible Shares Preliminary Prospectus) per share of Common Stock over the five consecutive Trading Day period commencing on and including the seventh Scheduled Trading Day immediately preceding the applicable Dividend Payment Date (the “Average

	Price”), multiplied by 97%. In no event will the number of shares of Common Stock delivered in connection with any declared dividend exceed a number equal to the total dividend payment divided by $15.75, subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus (such dollar amount, as adjusted, the “Floor Price”). To the extent that the amount of the declared dividend exceeds the product of the number of shares of Common Stock delivered in connection with such declared dividend and 97% of the Average Price, the Issuer will, if it is legally able to do so, pay such excess amount in cash.
Dividend Payment Dates:	If declared, January 1, April 1, July 1 and October 1 of each year, commencing on October 1, 2014 and ending on July 1, 2017.
Mandatory Conversion Date:	July 1, 2017
Last reported sale price of Common Stock on the Nasdaq on June 26, 2014:	$45.80per share of Common Stock.
Initial Price:	$45.00 per share of Common Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus), which equals the public offering price in the Common Stock Offering.
Threshold Appreciation Price:	$55.13 per share of Common Stock, which represents an appreciation of approximately 22.50% over the Initial Price. The Threshold Appreciation Price is subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus.
Maximum Conversion Rate	2.2222 shares of Common Stock per share of Mandatory Convertible Preferred Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus).
Minimum Conversion Rate	1.8141 shares of Common Stock per share of Mandatory Convertible Preferred Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus).
Conversion Rate on the Mandatory Conversion Date:	The following table illustrates the Conversion Rate per share of Mandatory Convertible Preferred Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus) based on the Applicable Market Value of Common Stock on the Mandatory Conversion Date:
	Applicable Market Value of the Common Stock on the Mandatory Conversion Date	Conversion Rate per Share of Mandatory Convertible Preferred Stock
	Less than or equal to $45.00 (the Initial Price)	2.2222 shares of Common Stock (the Maximum Conversion Rate)
	Greater than $45.00 (the Initial Price) and less than $55.13 (the Threshold Appreciation Price)	$100, divided by the Applicable Market Value
	Equal to or greater than $55.13 (the Threshold Appreciation Price)	1.8141 shares of Common Stock (the Minimum Conversion Rate)

Early Conversion at the Option of the Holder:	At any time prior to the Mandatory Conversion Date, other than during any Fundamental Change Conversion Period (as defined in the Mandatory Convertible Preferred Stock Preliminary Prospectus), a Holder of shares of Mandatory Convertible Preferred Stock may elect to convert such Holder’s shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock) into shares of Common Stock, at the Minimum Conversion Rate of 1.8141 shares of Common Stock per share of Mandatory Convertible Preferred Stock (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus).
	If, as of the effective date of any early conversion (the “Early Conversion Date”), the Issuer has not declared all or any portion of the accumulated dividends for all Dividend Periods ending on a Dividend Payment Date prior to such Early Conversion Date, the Conversion Rate for such early conversion will be adjusted so that Holders converting their Mandatory Convertible Preferred Stock receive an additional number of shares of Common Stock equal to such amount of accumulated and unpaid dividends for such prior Dividend Periods, divided by the greater of the Floor Price and the average VWAP per share of Common Stock over the 20 consecutive Trading Day period commencing on and including the 22nd Scheduled Trading Day immediately preceding the Early Conversion Date (the “Early Conversion Average Price”). To the extent that the cash amount of the accumulated and unpaid dividends for all Dividend Periods ending on a Dividend Payment Date prior to the relevant conversion date exceeds the value of the product of the number of additional shares added to the Conversion Rate and the Early Conversion Average Price, the Issuer will not have any obligation to pay the shortfall in cash.
Early Conversion at the Option of the Holder Upon a Fundamental Change:	Upon the occurrence of a Fundamental Change prior to the Mandatory Conversion Date, under certain circumstances the Issuer will deliver or pay to Holders who convert their shares of the Mandatory Convertible Preferred Stock during the period (the “Fundamental Change Conversion Period”) from, and including, the Effective Date of the Fundamental Change to, but excluding, the earlier of (A) the Mandatory Conversion Date and (B) the date that is 30 calendar days after the Effective Date of such Fundamental Change, a number of shares of Common Stock or, if the Fundamental Change also constitutes a Reorganization Event, Units of Exchange Property, determined using the applicable Fundamental Change Conversion Rate.
	Holders who convert Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period will also receive a “Fundamental Change Dividend Make-whole Amount,” in cash or in shares of Common Stock, equal to the present value (computed using a discount rate of 5.250% per annum) of all remaining dividend payments on their shares of Mandatory Convertible Preferred Stock (excluding any accumulated and unpaid dividends for all Dividend

Periods ending on or prior to the Dividend Payment Date immediately preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change) from such Effective Date to, but excluding, the Mandatory Conversion Date. If the Issuer elects to pay the Fundamental Change Dividend Make-whole Amount in shares of Common Stock in lieu of cash, the number of shares of Common Stock that the Issuer will deliver will equal (x) the Fundamental Change Dividend Make-whole Amount divided by (y) the greater of the Floor Price and 97% of the price paid, or deemed paid, per share of Common Stock in the Fundamental Change.

In addition, to the extent that, as of the Effective Date of the Fundamental Change, the Issuer has not declared any or all of the accumulated dividends on the Mandatory Convertible Preferred Stock as of such Effective Date (including accumulated and unpaid dividends for all Dividend Periods ending on or prior to the Dividend Payment Date immediately preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change, the “Accumulated Dividend Amount”), upon conversion, the Issuer will pay or deliver, as the case may be, such Accumulated Dividend Amount in cash (to the extent the Issuer is legally permitted to do so) or shares of Common Stock, or any combination thereof at the Issuer’s election, to Holders who convert Mandatory Convertible Preferred Stock within the Fundamental Change Conversion Period. If the Issuer elects to pay the Accumulated Dividend Amount in shares of Common Stock in lieu of cash, the number of shares of Common Stock that the Issuer will deliver will equal (x) the Accumulated Dividend Amount divided by (y) the greater of the Floor Price and 97% of the Stock Price.

To the extent that the sum of the Fundamental Change Dividend Make- whole Amount and Accumulated Dividend Amount or any portion thereof paid in shares of Common Stock exceeds the product of the number of additional shares the Issuer delivers in respect thereof and 97% of the Stock Price, the Issuer will, if the Issuer is legally able to do so, declare and pay such excess amount in cash.

The following table sets forth the Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Stock based on the Effective Date of the Fundamental Change and the Stock Price paid (or deemed paid) per share of Common Stock in the Fundamental Change (each of the Stock Price and the Fundamental Change Conversion Rate subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus).

			Stock Price
Effective Date	$10.00		$20.00		$30.00		$40.00		$45.00		$48.00		$52.00		$55.13		$60.00		$70.00		$80.00		$90.00		$100.00		$150.00		$200.00
July 2, 2014		2.2286		2.1851		2.0702		1.9474		1.9006		1.8783		1.8547		1.8406		1.8248		1.8091		1.8051		1.8058		1.8077		1.8134		1.8143
July 1, 2015		2.2257		2.2102		2.1273		1.9962		1.9378		1.9087		1.8774		1.8585		1.8375		1.8166		1.8111		1.8108		1.8118		1.8141		1.8142
July 1, 2016		2.2233		2.2219		2.1916		2.0726		1.9958		1.9535		1.9061		1.8775		1.8468		1.8200		1.8144		1.8138		1.8140		1.8141		1.8141
July 1, 2017		2.2222		2.2222		2.2222		2.2222		2.2222		2.0833		1.9231		1.8141		1.8141		1.8141		1.8141		1.8141		1.8141		1.8141		1.8141

	The exact Stock Price and Effective Date may not be set forth on the table, in which case:
	•	if the Stock Price is between two stock price amounts on the table or the Effective Date is between two dates on the table, the Fundamental Change Conversion Rate will be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year;
	•	if the Stock Price is greater than $200.00 per share (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate (subject to adjustment as described in Mandatory Convertible Preferred Stock Preliminary Prospectus); and
	•	if the Stock Price is less than $10.00 per share (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus) (the “Minimum Stock Price”), then the Fundamental Change Conversion Rate will be determined (x) as if the Stock Price equaled the Minimum Stock Price and (y) if the Effective Date is between two dates on the table, using straight-line interpolation (subject to adjustment as described in the Mandatory Convertible Preferred Stock Preliminary Prospectus).
Listing of Mandatory Convertible Preferred Stock:	The Issuer expects to apply to list the Mandatory Convertible Preferred Stock on the Nasdaq and, if approved, expects trading on the Nasdaq to begin within 30 days of the initial issuance of the Mandatory Convertible Preferred Stock.
CUSIP / ISIN:	03232P 504 / US03232P5044

The Issuer has filed a registration statement (including a prospectus and related preliminary prospectus supplement for the offering) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus in that registration statement and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may get these documents for free by visiting EDGAR on the SEC’s website at http://www.sec.gov. Alternatively, copies may be obtained from sales representatives of Citigroup Global Markets Inc., Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by email at prospectus@citi.com or by calling toll-free at 1-800-831-9146.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

TO THE SECOND AMENDED AND RESTATED CHARTER OF

AMSURG CORP.

(5.250% Mandatory Convertible Preferred Stock, Series A-1)

Pursuant to the provisions of Section 48-16-102 of the Tennessee Business Corporation Act (“TBCA”), the undersigned officer of AmSurg Corp., a corporation organized and existing under the laws of the State of Tennessee (the “Company”), does hereby submit for filing these Articles of Amendment:

FIRST: The name of the Company is AmSurg Corp.

SECOND: This amendment to the Company’s Second Amended and Restated Charter, as amended to the date hereof (the “Charter”), was adopted by the Board of Directors on June 26, 2014. Shareholder action was not required for this amendment pursuant to Section 48-16-102 of TBCA.

THIRD: Pursuant to the authority vested in the Board of Directors in accordance with the provisions of Article 7 of the Charter, the Company hereby designates its “5.250% Mandatory Convertible Preferred Stock, Series A-1” (the “Series A-1 Preferred Stock”).

The preferences, limitations and relative rights of the Series A-1 Preferred Stock are as follows:

SECTION 1. Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of Preferred Stock of the Company a series of Preferred Stock designated as the “5.250% Mandatory Convertible Preferred Stock, Series A-1”. The number of shares constituting such series shall be 1,725,000. Each share of Series A-1 Preferred Stock shall be identical in all respects to every other share of Series A-1 Preferred Stock.

SECTION 2. Definitions. The following terms, where used in these Articles of Amendment, have the following meanings:

“Accumulated Dividend Amount” shall have the meaning set forth in Section 7(d).

“Additional Conversion Amount” shall have the meaning set forth in Section 5(c).

“ADRs” shall have the meaning set forth in Section 11(e).

“Agent Members” shall have the meaning set forth in Section 21(a).

“Applicable Market Value” (i) of the Common Stock means, the Average VWAP per share of Common Stock for the 20 consecutive Trading Day period commencing on and including the 22nd Scheduled Trading Day prior to the Mandatory Conversion Date (subject to postponement as described in Section 5(a)) and (ii) with respect to any common stock or ADRs included in the Exchange Property that are traded on a U.S. national securities exchange as described in Section 11(e) shall be determined as provided in the preceding clause (i) as though a share of such common stock or a single ADR were a share of Common Stock.

“Articles of Amendment” shall have the meaning set forth in the recitals.

“Average Price” shall have the meaning set forth in Section 4(c).

“Average VWAP” means, for any period, the average of the VWAP on each Trading Day in such period.

“Board of Directors” means the board of directors of the Company or, with respect to any action to be taken by such board, any committee of such board duly authorized to take such action.

“Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental action to close.

“Bylaws” means the bylaws of the Company, as they may be amended from time to time.

“Charter” shall have the meaning set forth in the recitals.

“Clause A Distribution” shall have the meaning set forth in Section 11(a)(iii).

“Clause B Distribution” shall have the meaning set forth in Section 11(a)(iii).

“Clause C Distribution” shall have the meaning set forth in Section 11(a)(iii).

“Company” shall have the meaning set forth in the recitals.

“Common Equity” of any corporation means the common stock, common equity interests, ordinary shares or depositary shares or other certificates representing common equity interests of such corporation.

“Common Stock” means the common stock, no par value per share, of the Company.

“Conversion and Dividend Disbursing Agent” shall initially mean Computershare Trust Company N.A., the Company’s duly appointed conversion and dividend disbursing agent for the Series A-1 Preferred Stock, and any successor appointed under Section 20.

“Conversion Date” shall have the meaning set forth in Section 8(a).

2

“Conversion Rate” shall be, per share of Series A-1 Preferred Stock (excluding shares of Common Stock, if any, issued in respect of accrued and unpaid dividends pursuant to Section 4(b)), as follows, subject to adjustment pursuant to Section 11:

(i) if the Applicable Market Value of the Common Stock is equal to or greater than $55.13 (the “Threshold Appreciation Price”), then the Conversion Rate shall be 1.8141 shares of Common Stock per share of Series A-1 Preferred Stock (the “Minimum Conversion Rate”);

(ii) if the Applicable Market Value of the Common Stock is less than the Threshold Appreciation Price but greater than $45.00 (the “Initial Price”), then the Conversion Rate shall be $100 divided by the Applicable Market Value of the Common Stock; or

(iii) if the Applicable Market Value of the Common Stock is less than or equal to the Initial Price, then the Conversion Rate shall be 2.2222 shares of Common Stock per share of Series A-1 Preferred Stock (the “Maximum Conversion Rate”).

“Corporate Trust Office” means the principal corporate trust office of the Transfer Agent at which, at any particular time, its corporate trust business shall be administered.

“Depositary” shall have the meaning set forth in Section 21(a).

“Dividend Payment Date” means January 1, April 1, July 1 and October 1 of each year, commencing on, and including, October 1, 2014 and ending on, and including, the Mandatory Conversion Date.

“Dividend Period” means the period commencing on, and including, a Dividend Payment Date (or if no Dividend Payment Date has occurred, commencing on, and including, the Issue Date), and ending on, and including, the day immediately preceding the next succeeding Dividend Payment Date.

“DTC” means The Depository Trust Company.

“Effective Date” means, with respect to a Fundamental Change, the date upon which such Fundamental Change becomes effective.

“Event of Non-payment” shall have the meaning set forth in Section 15(b).

“Ex-Dividend Date” means the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance or distribution in question from the Company or, if applicable, from the seller of such Common Stock (in the form of due bills or otherwise) as determined by such exchange or market.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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“Exchange Property” shall have the meaning set forth in Section 11(e).

“Expiration Date” shall have the meaning set forth in Section 11(a)(v).

“Expiration Time” shall have the meaning set forth in Section 11(a)(v).

“Five-Day Average VWAP” (i) with respect to the Common Stock shall mean the Average VWAP per share of Common Stock over the five consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the applicable Effective Date and (ii) with respect to any common stock or ADRs included in the Exchange Property that are traded on a U.S. national securities exchange as described in Section 11(e) shall be determined as provided in the preceding clause (i) as though a share of such common stock or a single ADR were a share of Common Stock, subject to Section 11(c)(i).

“Fixed Conversion Rates” means, collectively, the Maximum Conversion Rate and the Minimum Conversion Rate.

“Floor Price” shall have the meaning set forth in Section 4(d).

“Fundamental Change” shall be deemed to have occurred if any of the following occurs:

(i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Common Stock representing more than 50% of the voting power of the Common Equity or the Company otherwise becomes aware of such ownership;

(ii) the consummation of (a) any recapitalization, reclassification or change of the Common Stock (other than a change only in par value, from par value to no par value or from no par value to par value, or changes resulting from a subdivision or combination of Common Stock) as a result of which the Common Stock would be converted into, or exchanged for, or represent solely the right to receive, stock, other securities, other property or assets; (b) any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into, or exchanged for, or represent solely the right to receive, stock, other securities, other property or assets; or (c) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries taken as a whole, to any Person other than one of the Company’s wholly-owned Subsidiaries; or

(iii) shareholders approve any plan or proposal for the liquidation or dissolution of the Company;

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(iv) the Common Stock (or other Exchange Property) ceases to be listed or quoted on any of The New York Stock Exchange, The Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors);

provided, however, that a transaction or transactions described in clause (ii) above will not constitute a Fundamental Change if at least 90% of the consideration received or to be received by the Company’s common shareholders (excluding cash payments for fractional shares or pursuant to dissenters’ rights) in connection with such transaction or transactions consists of shares of common stock that are listed or quoted on any of The New York Stock Exchange, The Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors), or will be so listed or quoted when issued or exchanged in connection with such transaction or transactions, and as a result of such transaction or transactions the Series A-1 Preferred Stock becomes convertible into such consideration, excluding cash payments for fractional shares.

For the purposes of this definition of “Fundamental Change,” any transaction or event that constitutes a Fundamental Change under both clause (i) and clause (ii) above will be deemed to constitute a Fundamental Change solely under clause (ii) of this definition of “Fundamental Change.”

“Fundamental Change Conversion” shall have the meaning set forth in Section 7(a).

“Fundamental Change Conversion Date” shall have the meaning set forth in Section 8(c).

“Fundamental Change Conversion Period” shall have the meaning set forth in Section 7(a).

“Fundamental Change Conversion Rate” means, for any Fundamental Change Conversion, a number of shares of Common Stock (or, if applicable, Units of Exchange Property) determined using the table below based on the applicable Effective Date and Stock Price paid (or deemed paid) per share of Common Stock in such Fundamental Change, as set forth in the following table:

	Stock Price
Effective Date	$10.00		$20.00		$30.00		$40.00		$45.00		$48.00		$52.00		$55.13		$60.00		$70.00		$80.00		$90.00		$100.00		$150.00		$200.00
July 2, 2014		2.2286		2.1851		2.0702		1.9474		1.9006		1.8783		1.8547		1.8406		1.8248		1.8091		1.8051		1.8058		1.8077		1.8134		1.8143
July 1, 2015		2.2257		2.2102		2.1273		1.9962		1.9378		1.9087		1.8774		1.8585		1.8375		1.8166		1.8111		1.8108		1.8118		1.8141		1.8142
July 1, 2016		2.2233		2.2219		2.1916		2.0726		1.9958		1.9535		1.9061		1.8775		1.8468		1.8200		1.8144		1.8138		1.8140		1.8141		1.8141
July 1, 2017		2.2222		2.2222		2.2222		2.2222		2.2222		2.0833		1.9231		1.8141		1.8141		1.8141		1.8141		1.8141		1.8141		1.8141		1.8141

The exact Stock Price and Effective Date may not be set forth in the table, in which case:

(i) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Date dates in the table, the Fundamental Change Conversion Rate shall be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower Stock Price amounts and the two Effective Date dates, as applicable, based on a 365-day year;

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(ii) if the Stock Price is greater than $200.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to the immediately succeeding paragraph), then the Fundamental Change Conversion Rate shall be the Minimum Conversion Rate, subject to adjustment pursuant to Section 11; and

(iii) if the Stock Price is less than $10.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to the immediately succeeding paragraph) (the “Minimum Stock Price”), then the Fundamental Change Conversion Rate shall be determined (a) as if the Stock Price equaled the Minimum Stock Price and (b) if the Effective Date is between two Effective Date dates on the table, using straight-line interpolation, as described herein.

The Stock Prices set forth in the first row of the table (i.e., the column headers) shall be adjusted as of any date on which the Fixed Conversion Rates are adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Minimum Conversion Rate as so adjusted. Each of the Fundamental Change Conversion Rates in the table shall be subject to adjustment in the same manner as each Fixed Conversion Rate pursuant to Section 11.

“Fundamental Change Dividend Make-whole Amount” shall have the meaning set forth in Section 7(d).

“Global Preferred Share” shall have the meaning set forth in Section 21(a).

“Global Shares Legend” shall have the meaning set forth in Section 21(a).

“Holder” means the Person in whose name shares of the Series A-1 Preferred Stock are registered.

“Initial Liquidation Preference” means $100 per share of Series A-1 Preferred Stock.

“Initial Price” shall have the meaning set forth in the definition of Conversion Rate.

“Issue Date” shall mean July 2, 2014, which is the original issue date of the Series A-1 Preferred Stock.

“Junior Stock” means the Common Stock and each other class of capital stock or series of Preferred Stock of the Company established after the Issue Date (other than the Preferred Merger Securities), the terms of which do not expressly provide that such class or series ranks senior to, or on a parity with, the Series A-1 Preferred Stock as to dividend rights and/or rights upon liquidation, dissolution or winding up of the Company.

“Liquidation Preference” has the meaning set forth in Section 12(a).

“Mandatory Conversion” means a conversion pursuant to Section 5.

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“Mandatory Conversion Date” means July 1, 2017.

“Market Disruption Event” means any of the following events:

(i) any suspension of, or limitation imposed on, trading by the relevant exchange or quotation system during any period or periods aggregating one half-hour or longer and whether by reason of movements in price exceeding limits permitted by the relevant exchange or quotation system or otherwise relating to the Common Stock (or any other security into which the Series A-1 Preferred Stock becomes convertible in connection with any Reorganization Event) or in futures or option contracts relating to the Common Stock (or such other security) on the relevant exchange or quotation system;

(ii) any event (other than a failure to open or a closure as described in clause (iii) of this definition of Market Disruption Event) that disrupts or impairs the ability of market participants during any period or periods aggregating one half-hour or longer in general to effect transactions in, or obtain market values for, the Common Stock (or any other security into which the Series A-1 Preferred Stock becomes convertible in connection with any Reorganization Event) on the relevant exchange or quotation system or futures or options contracts relating to the Common Stock (or such other security) on any relevant exchange or quotation system; or

(iii) the failure to open of one of the exchanges or quotation systems on which futures or options contracts relating to the Common Stock (or any other security into which the Series A-1 Preferred Stock becomes convertible in connection with any Reorganization Event) are traded or the closure of such exchange or quotation system prior to its respective scheduled closing time for the regular trading session on such day (without regard to after-hours or other trading outside the regular trading session hours) unless such earlier closing time is announced by such exchange or quotation system at least one hour prior to the earlier of the actual closing time for the regular trading session on such day and the submission deadline for orders to be entered into such exchange or quotation system for execution at the actual closing time on such day.

For purposes of clauses (i) and (ii) of this definition of “Market Disruption Event,” the relevant exchange or quotation system will be The Nasdaq Global Select Market; provided that if the Common Stock (or any other security into which the Series A-1 Preferred Stock becomes convertible in connection with any Reorganization Event) is not listed on The Nasdaq Global Select Market, the relevant exchange or quotation system will be the principal national securities exchange on which the Common Stock (or such other security) is listed for trading.

“Maximum Conversion Rate” shall have the meaning set forth in the definition of Conversion Rate.

“Merger Agreement” means the Purchase Agreement and Agreement and Plan of Merger, as in effect on the date hereof, among the Company, Arizona Merger Corporation, a Delaware corporation and direct wholly-owned Subsidiary of the Company, Arizona II Merger Corporation, a Delaware corporation and direct wholly-owned Subsidiary of the Company, Sunbeam GP Holdings, LLC, a Delaware limited liability company (“Seller”), Sunbeam GP

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LLC, a Delaware limited liability company and the general partner of the Partnership, Sunbeam Holdings, L.P., a Delaware limited partnership (the “Partnership”), Sunbeam Primary Holdings, Inc., a Delaware corporation and a wholly-owned Subsidiary of the Partnership, and HFCP VI Securityholders’ Rep LLC, a Delaware limited liability company, in its capacity as agent and attorney-in-fact for Seller and the unitholders of the Partnership, as amended by Amendment No. 1 to Purchase Agreement and Agreement and Plan of Merger, dated June 12, 2014.

“Minimum Conversion Rate” shall have the meaning set forth in the definition of Conversion Rate.

“Minimum Stock Price” shall have the meaning set forth in the definition of Fundamental Change Conversion Rate.

“Non-U.S. Holder” means a Holder that is not treated as a United States person for U.S. federal income tax purposes as defined under Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended from time to time.

“Officer” means the Chief Executive Officer, any Executive Vice President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company.

“Officers’ Certificate” means a certificate of the Company that is signed on behalf of the Company by two authorized Officers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company.

“Optional Conversion” shall have the meaning set forth in Section 6(a).

“Optional Conversion Additional Conversion Amount” shall have the meaning set forth in Section 6(b).

“Optional Conversion Average Price” shall have the meaning set forth in Section 6(b).

“Optional Conversion Date” shall have the meaning set forth in Section 8(c).

“Parity Stock” means any class of capital stock or series of Preferred Stock of the Company established after the Issue Date, the terms of which expressly provide that such class or series will rank equally with the Series A-1 Preferred Stock as to dividend rights and/or rights upon liquidation, dissolution or winding up of the Company, in each case without regard to whether dividends accrue cumulatively or non-cumulatively.

“Partnership” shall have the meaning set forth in the definition of Merger Agreement.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

“Preferred Director” or “Preferred Directors” shall have the meaning set forth in Section 15(b).

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“Preferred Merger Securities” means the Company’s Series D Mandatorily Convertible Preferred Stock, no par value per share, and the Company’s Series E Contingent Convertible Preferred Stock, no par value per share, as contemplated by Exhibits F and G, respectively, to the Merger Agreement.

“Preferred Stock” means any and all series of preferred stock of the Company, including, without limitation, the Series A-1 Preferred Stock.

“Purchased Shares” shall have the meaning set forth in Section 11(a)(v).

“Record Date” means, for purposes of a Fixed Conversion Rate adjustment pursuant to Section 11, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Record Holders” means, as to any day, the Holders of record of the Series A-1 Preferred Stock as they appear on the stock register of the Company at 5:00 p.m., New York City time, on such day.

“Registrar” means the Transfer Agent.

“Regular Record Date” means with respect to payment of dividends on the Series A-1 Preferred Stock, the 15th calendar day of the month immediately preceding the month in which the relevant Dividend Payment Date falls or such other record date fixed by the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date, but only to the extent a dividend has been declared to be payable on such Dividend Payment Date. The Regular Record Date shall apply regardless of whether such date is a Business Day.

“Reorganization Event” shall have the meaning set forth in Section 11(e).

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day, except that if the Common Stock is not listed on a national securities exchange, “Scheduled Trading Day” means a Business Day.

“Seller” shall have the meaning set forth in the definition of Merger Agreement.

“Senior Stock” shall have the meaning set forth in Section 15(c)(i).

“Series A-1 Preferred Stock” shall have the meaning set forth in the recitals.

“Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Company’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and directors and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

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“Shelf Registration Statement” shall mean a shelf registration statement filed with the Securities and Exchange Commission in connection with the issuance of or resales of shares of Common Stock issued as payment of a dividend, including dividends paid in connection with a conversion.

“Spin-Off” shall have the meaning set forth in Section 11(a)(iii).

“Stock Price” means:

(i) in the case of a Fundamental Change described in clause (ii) of the definition of Fundamental Change in which the holders of Common Stock receive only cash in the Fundamental Change, the cash amount paid per share of Common Stock; and

(ii) in the case of any other Fundamental Change, the Five-Day Average VWAP.

“Subsidiary” means, with respect to the Company or any other Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

“Threshold Appreciation Price” shall have the meaning set forth in the definition of Conversion Rate.

“Trading Day” means any day on which:

(i) there is no Market Disruption Event; and

(ii) the Nasdaq Global Select Market is open for trading, or, if the Common Stock (or any other security into which the Series A-1 Preferred Stock becomes convertible in connection with any Reorganization Event) is not listed on the Nasdaq Global Select Market, any day on which the principal national securities exchange on which the Common Stock (or such other security) is listed is open for trading, or, if the Common Stock (or such other security) is not listed on a national securities exchange, any Business Day.

A “Trading Day” only includes those days that have a scheduled closing time of 4:00 p.m., New York City time, or the then standard closing time for regular trading on the relevant exchange or trading system.

“Transfer Agent” means, initially, Computershare Trust Company N.A. until a successor transfer agent is appointed pursuant to Section 20 and, thereafter, means such successor. The foregoing sentence shall likewise apply to any such subsequent successor or successors.

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“Trigger Event” shall have the meaning set forth in Section 11(a)(iii).

“Unit of Exchange Property” shall have the meaning set forth in Section 11(e)

“VWAP” means:

(i) per share of Common Stock, on any Trading Day, the price per share of Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg (or any successor service) page AMSG <Equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the scheduled open to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not available, the market value per share of Common Stock on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the Company for such purpose; and

(ii) per share of capital stock (other than the Common Stock) or per ADR, in each case traded on a U.S. national securities exchange, on any Trading Day, the price per share of such capital stock or per ADR as displayed under the heading “Bloomberg VWAP” on the relevant Bloomberg page (or any successor service) in respect of the period from the scheduled open to 4:00 p.m., New York City time, on such Trading Day; or if such price is not available, the market value per share of such capital stock or per ADR on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by the Company for such purpose.

SECTION 3. Dividends.

(a) Subject to the rights of Holders of any class of capital stock ranking senior to the Series A-1 Preferred Stock with respect to dividends, Holders shall be entitled to receive, when, as and if declared by the Board of Directors and to the extent lawful, cumulative dividends at a rate per year of 5.250% of the Initial Liquidation Preference (equivalent to $5.25 per year per share of Series A-1 Preferred Stock), payable in cash, by delivery of shares of Common Stock or by delivery of any combination of cash and shares of Common Stock, as determined by the Company in its sole discretion (subject to the limitations described in Section 4). Declared dividends on the Series A-1 Preferred Stock shall be payable quarterly on each Dividend Payment Date at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, whether or not declared or in any Dividend Period or Dividend Periods, as the case may be, there have been funds or shares of Common Stock legally available for the payment of such dividends. Dividends will be payable on a Dividend Payment Date to Holders that are Record Holders on the Regular Record Date immediately preceding such Dividend Payment Date, but only to the extent a dividend has been declared to be payable

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on such Dividend Payment Date, except that dividends payable on the Mandatory Conversion Date will be payable to the Holders presenting the Series A-1 Preferred Stock for conversion. If any Dividend Payment Date is not a Business Day, the dividend payable on such date shall be paid on the next Business Day without any adjustment, interest or other penalty in respect of such delay. Dividends payable on shares of Series A-1 Preferred Stock for each full Dividend Period shall be computed by dividing the annual dividend rate by four. Dividends payable on shares of Series A-1 Preferred Stock for any period other than a full Dividend Period shall be based on the number of days elapsed during such Dividend Period and computed on the basis of a 360-day year consisting of twelve 30-day months. Accumulated dividends on shares of Series A-1 Preferred Stock shall not bear interest if they are paid subsequent to the applicable Dividend Payment Date.

(b) No dividend shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any outstanding share of the Series A-1 Preferred Stock with respect to any Dividend Period unless all dividends for all preceding Dividend Periods shall have been declared and paid, or declared and a sufficient sum has been set apart for the payment of such dividends, upon all outstanding shares of Series A-1 Preferred Stock. No dividend shall be paid unless and until the Board of Directors declares a dividend payable with respect to the Series A-1 Preferred Stock.

(c) Holders shall not be entitled to any dividends on the Series A-1 Preferred Stock, whether payable in cash, shares of Common Stock or any combination thereof, in excess of full cumulative dividends.

(d)(i) So long as any share of Series A-1 Preferred Stock remains outstanding:

(A) no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock, except dividends payable solely in shares of Common Stock;

(B) no dividend or distribution shall be declared or paid on Parity Stock, except as set forth in this Section 3(d); and

(C) no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Company or any of its Subsidiaries,

unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period, on all outstanding shares of Series A-1 Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the Holders on the applicable Regular Record Date).

(ii) The limitations set forth in Section 3(d)(i) shall not apply to:

(A) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of

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business (including purchases of shares of Common Stock in lieu of tax withholding and purchases of shares of Common Stock to offset the Share Dilution Amount pursuant to a publicly announced repurchase plan); provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount;

(B) any dividends or distributions of rights or Junior Stock in connection with a shareholders’ rights plan or any redemption or repurchase of rights pursuant to any shareholders’ rights plan;

(C) the acquisition by the Company or any of its Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other Persons (other than for the beneficial ownership by the Company or any of its Subsidiaries), including as trustees or custodians; and

(D) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation preference) or Junior Stock and, in each case, the payment of cash solely in lieu of fractional shares.

When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the Holders thereof on the applicable Regular Record Date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon the Series A-1 Preferred Stock and any shares of Parity Stock, all dividends declared on Series A-1 Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared and paid pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Series A-1 Preferred Stock and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors out of funds of the Company lawfully available and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Company will provide a 10 Business Days’ written notice to the Holders prior to such Dividend Payment Date.

Subject to the foregoing, dividends (payable in cash, securities or other property) as may be determined by the Board of Directors may be declared and paid on any securities of the Company, including Common Stock and other Junior Stock, from time to time out of any funds of the Company lawfully available for such payment, and Holders shall not be entitled to participate in any such dividends.

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SECTION 4. Method of Payment of Dividends.

(a) Subject to the limitations described below, any declared dividend (or any portion of any declared dividend) on the Series A-1 Preferred Stock, whether or not for a current Dividend Period or any prior Dividend Period, including in connection with the payment of declared and unpaid dividends, may be paid by the Company, as determined in the Company’s sole discretion:

(i) in cash;

(ii) by delivery of shares of Common Stock; or

(iii) by delivery, of any combination of cash and shares of Common Stock;

provided that in the case of a Fundamental Change Conversion that is a Reorganization Event, dividends otherwise payable in shares of Common Stock may be paid by delivery of Units of Exchange Property in accordance with Section 11(e); and provided further that if the Board of Directors may not lawfully authorize payment of all or any portion of such accrued and unpaid dividends in cash, it shall authorize payment of such dividends in shares of Common Stock or Units of Exchange Property, as the case may be, if lawfully permitted to do so.

(b) Each payment of a declared dividend on the Series A-1 Preferred Stock shall be made in cash, except to the extent the Company timely elects to make all or any portion of such payment in shares of Common Stock. The Company shall give notice to Holders of any such election and the portions of such payment that will be made in cash and in shares of Common Stock no later than 10 Scheduled Trading Days prior to the Dividend Payment Date for such dividend; provided that if the Company does not provide timely notice of such election, the Company will be deemed to have elected to pay the relevant dividend in cash.

(c) If the Company elects to pay any dividend or portion thereof in shares of Common Stock, such shares of Common Stock shall be valued for such purpose at 97% of the Average VWAP per Common Share over the five consecutive Trading Day period beginning on and including the seventh Scheduled Trading Day prior to the applicable Dividend Payment Date (the “Average Price”).

(d) Notwithstanding the foregoing, in no event shall the number of shares of Common Stock to be delivered, in connection with any declared dividend on the Series A-1 Preferred Stock, including any dividend payable in connection with a conversion, exceed a number equal to the total dividend payment divided by $15.75, subject to adjustment in a manner inversely proportional to any adjustment to each Fixed Conversion Rate as set forth in Section 11 (such dollar amount, as adjusted from time to time, the “Floor Price”). To the extent that the amount of any declared dividend exceeds the product of (x) the number of shares of Common Stock delivered in connection with such declared dividend and (y) 97% of the Average Price, the Company shall, if it is legally able to do so, notwithstanding any notice by the Company to the contrary, pay such excess amount in cash.

(e) To the extent that the Company, in its reasonable judgment, determines that a Shelf Registration Statement is required in connection with the issuance of, or for resales of,

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shares of Common Stock issued as payment of a dividend on the Series A-1 Preferred Stock, including dividends paid in connection with a conversion, the Company shall, to the extent such a Shelf Registration Statement is not currently filed and effective, use its commercially reasonable efforts to file and maintain the effectiveness of such a Shelf Registration Statement until the earlier of such time as all such shares of Common Stock have been resold thereunder and such time as all such shares would be freely tradable without registration by holders thereof that are not “affiliates” of the Company for purposes of the Securities Act of 1933, as amended. To the extent applicable, the Company shall also use its commercially reasonable efforts to have such shares of Common Stock qualified or registered under applicable state securities laws, if required, and approved for listing on the Nasdaq Global Select Market (or if the shares of Common Stock are not then listed on the Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which the shares of Common Stock are then listed).

(f) In respect of any cash paid, shares of Common Stock issued or Units of Exchange Property delivered in payment or partial payment of a dividend to a Non-U.S. Holder, the Company shall withhold and, in the case of such shares of Common Stock or Units of Exchange Property, the Company may do so by selling (or directing the Transfer Agent or any paying agent on behalf of the Company to withhold and sell) such amount in cash, number of shares of Common Stock or Units of Exchange Property as the Company deems necessary, to result in proceeds from such sale (after deduction of customary commissions, which shall be for the account of such Non-U.S. Holder) to pay all or any part of any U.S. withholding tax obligation that the Company has (as determined by it in its sole discretion) in respect of the payment or partial payment of such dividend of cash, shares of Common Stock or Units of Exchange Property to such Non-U.S. Holder.

SECTION 5. Mandatory Conversion on the Mandatory Conversion Date.

(a) Each outstanding share of Series A-1 Preferred Stock shall automatically convert on the Mandatory Conversion Date into a number of shares of Common Stock equal to the Conversion Rate, unless such share of Series A-1 Preferred Stock has been converted prior to the Mandatory Conversion Date in the manner described in Section 6 or Section 7; provided that if the Mandatory Conversion Date is not a Business Day, the Mandatory Conversion Date shall be postponed to the following Business Day; provided further, that if the Applicable Market Value is first determinable on a date later than the Mandatory Conversion Date because there are one or more Scheduled Trading Days that are not Trading Days during the 20 consecutive Scheduled Trading Day period commencing on and including the 22nd Scheduled Trading Day prior to the Mandatory Conversion Date, the Mandatory Conversion Date shall be postponed to such later date.

(b) Each of the Fixed Conversion Rates, the Initial Price, the Threshold Appreciation Price, the Floor Price, the Fundamental Change Date, and the Applicable Market Value shall be subject to adjustment in accordance with the provisions of Section 11.

(c) If prior to the Mandatory Conversion Date the Company has not declared all or any portion of the accumulated dividends on the Series A-1 Preferred Stock, the Conversion Rate shall be adjusted so that Holders receive an additional number of shares of Common Stock equal

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to the amount of accumulated dividends that have not been declared (the “Additional Conversion Amount”) divided by the greater of the Floor Price and 97% of the Average Price. To the extent that the Additional Conversion Amount exceeds the product of such number of additional shares of Common Stock and 97% of the Average Price, the Company shall, if the Company is legally able to do so, declare and pay such excess amount in cash pro rata to the Holders.

SECTION 6. Optional Conversion at the Option of the Holder.

(a) Holders shall have the right to convert their shares of Series A-1 Preferred Stock, in whole or in part (but in no event less than one share Series A-1 Preferred Stock) (any conversion pursuant to this Section 6, an “Optional Conversion”), at any time prior to the Mandatory Conversion Date, other than during the Fundamental Change Conversion Period, into shares of Common Stock at the Minimum Conversion Rate, subject to adjustment in accordance with Section 11.

(b) If as of any Optional Conversion Date the Company has not declared all or any portion of the accumulated and unpaid dividends for all full Dividend Periods ending on a Dividend Payment Date prior to such Optional Conversion Date, the Minimum Conversion Rate shall be adjusted, with respect to the relevant Optional Conversion, so that the converting Holder receives an additional number of shares of Common Stock equal to the amount of accumulated and unpaid dividends that have not been declared for such full Dividend Periods (the “Optional Conversion Additional Conversion Amount”), divided by the greater of the Floor Price and the Average VWAP per share of Common Stock over the 20 consecutive Trading Day period commencing on, and including, the 22nd Trading Day prior to the Optional Conversion Date (such average being referred to as the “Optional Conversion Average Price”). To the extent that the Optional Conversion Additional Conversion Amount exceeds the product of the number of additional shares and the Optional Conversion Average Price, the Company will not have any obligation to pay the shortfall in cash. Except as described in the first sentence of this Section 6(b), upon any Optional Conversion of any shares of the Series A-1 Preferred Stock, the Company shall make no payment or allowance for undeclared dividends on such shares of the Series A-1 Preferred Stock, unless such Optional Conversion occurs after the Record Date for a declared dividend and on or prior to the immediately succeeding Dividend Payment Date, in which case the Company shall pay such dividend on such Dividend Payment Date to the Record Holder of the converted shares as of such Record Date, in accordance with Section 3.

(c) To effect an Optional Conversion, the converting Holder shall comply with the applicable conversion procedures set forth in Section 8. The Company shall, in accordance with the instructions provided by the Holder thereof in the written notice of conversion provided to the Company pursuant to Section 8, deliver to the Holder the whole number of shares of Common Stock to which the converting Holder shall be entitled upon such Optional Conversion, together with payment of cash in lieu of any fraction of a share of Common Stock, as provided in Section 10, and any certificate or certificates, as the case may be, representing shares of Series A-1 Preferred Stock, as provided in Section 8(d)(i). Such delivery shall take place on the third Business Day succeeding the Optional Conversion Date. If applicable, the Company shall instruct the Transfer Agent to register the whole number of shares of Common Stock to which the converting Holder shall be entitled upon such Optional Conversion in the name or names, as the case may be, specified by such Holder in the notice of conversion.

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SECTION 7. Fundamental Change Conversion.

(a) If a Fundamental Change occurs on or prior to the Mandatory Conversion Date, Holders, subject to adjustments in accordance with Section 11, shall have the right to:

(i) convert their Series A-1 Preferred Stock, in whole or in part (but in no event less than one Series A-1 Preferred Stock) (any such conversion pursuant to this Section 7 being a “Fundamental Change Conversion”) at any time during the period (the “Fundamental Change Conversion Period”) from and including the Effective Date of such Fundamental Change to, but excluding, the earlier of (i) the Mandatory Conversion Date and (ii) the date that is 30 calendar days after the Effective Date (any conversion pursuant to this Section 7, a “Fundamental Change Conversion”) (1) into a number of shares of Common Stock equal to the Fundamental Change Conversion Rate per share of Series A-1 Preferred Stock; or (2) if the Fundamental Change also constitutes a Reorganization Event, Units of Exchange Property in accordance with Section 11(e), based on the Fundamental Change Conversion Rate;

(ii) with respect to such converted shares, receive a Fundamental Change Dividend Make-whole Amount payable in cash or in shares of Common Stock; and

(iii) with respect to such converted shares, receive the Accumulated Dividend Amount payable in cash or in shares of Common Stock;

subject, in the case of clauses (ii) and (iii), to the Company’s right to deliver shares of Common Stock in lieu of all or part of such amounts as set forth in Section 7(d). Such delivery shall take place on the third Business Day following the applicable Fundamental Change Conversion Date.

Notwithstanding clauses (ii) and (iii), if such Effective Date or the relevant Fundamental Change Conversion Date falls during a Dividend Period for which the Company declared a dividend, the Company shall pay such dividend on such Dividend Payment Date to the Record Holders as of such Record Date, in accordance with Section 3, and such dividend shall not be included in the Accumulated Dividend Amount, and the Fundamental Change Dividend Make-whole Amount shall not include the present value of such dividend.

(b) To the extent practicable, at least 20 calendar days prior to the anticipated Effective Date of the Fundamental Change, but in any event not later than two Business Days following the Company’s becoming aware of the occurrence of a Fundamental Change, a written notice shall be sent by or on behalf of the Company, by first-class mail, postage prepaid, to the Record Holders. Such notice shall contain:

(i) the date on which the Fundamental Change is anticipated to be effected;

(ii) the Fundamental Change Conversion Period;

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(iii) the instructions a Holder must follow to effect a Fundamental Change Conversion in connection with such Fundamental Change; and

(iv) whether the Company has elected to pay all or any portion of accrued and unpaid dividends in shares of Common Stock or Units of Exchange Property, as the case may be, and, if so, the portion thereof (as a percentage) that will be paid in shares of Common Stock or Units of Exchange Property.

(c) To effect a Fundamental Change Conversion, the converting Holder must submit its Series A-1 Preferred Stock for conversion and comply with the applicable conversion procedures set forth in Section 8 at any time during the Fundamental Change Conversion Period. Holders who do not submit Series A-1 Preferred Stock for conversion during the Fundamental Change Conversion Period will not be entitled to convert their Series A-1 Preferred Stock at the Fundamental Change Conversion Rate or to receive the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount. To the extent a Holder does not convert its shares of Series A-1 Preferred Stock pursuant to this Section 7 and a Reorganization Event has occurred, in lieu of shares of Common Stock, the Company shall pay or deliver, as the case may be, to such Holder on the Mandatory Conversion Date, Units of Exchange Property as determined in accordance with Section 11(e).

(d)(i) For any shares of Series A-1 Preferred Stock that are converted during the Fundamental Change Conversion Period, in addition to the shares of Common Stock issued upon conversion at the Fundamental Change Conversion Rate, the Company will at its option:

(A) pay the Holder in cash, to the extent the Company is legally permitted to do so, the present value, computed using a discount rate of 5.250% per year, of all dividend payments on the Holder’s Series A-1 Preferred Stock for all the remaining Dividend Periods (excluding any accumulated and unpaid dividends for all Dividend Periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well as dividends accumulated to the Effective Date of the Fundamental Change) from such Effective Date to but excluding the Mandatory Conversion Date (the “Fundamental Change Dividend Make-whole Amount”);

(B) increase the number of shares of Common Stock to be issued on conversion by a number equal to (x) the Fundamental Change Dividend Make-whole Amount divided by (y) the greater of the Floor Price and 97% of the Stock Price, or

(C) pay the Fundamental Change Dividend Make-whole Amount in a combination of cash and shares of Common Stock in accordance with the provisions of clauses (A) and (B) above.

(ii) In addition, for any Series A-1 Preferred Stock that are converted during the Fundamental Change Conversion Period, to the extent that, as of the Effective Date of the Fundamental Change, the Company has not declared any or all of the accumulated dividends on the Series A-1 Preferred Stock as of such Effective Date (including accumulated and unpaid dividends for all dividend periods ending on or prior to the Dividend Payment Date preceding the Effective Date of the Fundamental Change as well

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as dividends accumulated to the Effective Date of the Fundamental Change, the “Accumulated Dividend Amount”), Holders who convert Series A-1 Preferred Stock within the Fundamental Change Conversion Period will be entitled to receive such Accumulated Dividend Amount upon conversion. The Accumulated Dividend Amount will be payable at the Company’s election in either:

(A) cash, to the extent the Company is legally permitted to do so,

(B) an additional number of shares of Common Stock equal to (x) the Accumulated Dividend Amount divided by (y) the greater of the Floor Price and 97% of the Stock Price, or

(C) a combination of cash and shares of Common Stock.

(iii) The Company shall pay the Fundamental Change Dividend Make-whole Amount and the Accumulated Dividend Amount in cash, except to the extent the Company elects on or prior to the second Business Day following the Effective Date of a Fundamental Change to make all or any portion of such payments in shares of Common Stock. If the Company elects to deliver shares of Common Stock in respect of all or any portion of the Fundamental Change Dividend Make-whole Amount or Accumulated Dividend Amount, to the extent that the Fundamental Change Dividend Make-whole Amount or the Accumulated Dividend Amount or any portion thereof paid in shares of Common Stock exceeds the product of the number of additional shares the Company delivers in respect thereof and 97% of the Stock Price, the Company shall, if it is legally able to do so, declare and pay such excess amount in cash.

(e) Not later than the second Business Day following the Effective Date, the Company shall notify Holders of:

(i) the Fundamental Change Conversion Rate;

(ii) the Fundamental Change Dividend Make-whole Amount and whether the Company will pay such amount in cash, shares of Common Stock or a combination thereof, and specifying the combination thereof, if applicable; and

(iii) the Accumulated Dividend Amount as of the Effective Date and whether the Company will pay such amount in cash, shares of Common Stock or a combination thereof, and if applicable, specifying the combination thereof, if applicable.

SECTION 8. Conversion Procedures.

(a) On the Mandatory Conversion Date, any Fundamental Change Conversion Date or any Optional Conversion Date (each, a “Conversion Date”), dividends on any shares of Series A-1 Preferred Stock converted to Common Stock shall cease to accrue and cumulate, and on the Mandatory Conversion Date (subject to postponement as described in Section 5(a)), such converted shares of Series A-1 Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders of such shares of Series A-1 Preferred Stock to receive shares of Common Stock (or Units of Exchange Property, if applicable) into which such shares of Series

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A-1 Preferred Stock were converted and any accrued and unpaid dividends on such shares to which such Holders are otherwise entitled pursuant to Section 5(c), Section 6(b) or Section 7(d), as applicable.

(b) Subject to postponement as described in Section 5(a), on the Mandatory Conversion Date, pursuant to Section 5, any outstanding shares of Series A-1 Preferred Stock shall automatically convert into shares of Common Stock. The Person or Persons entitled to receive the Common Stock issuable upon any such conversion of the Series A-1 Preferred Stock shall be treated as the record holder or record holders, as the case may be, of such shares of Common Stock as of 5:00 p.m., New York City time, on the applicable Conversion Date. Except as provided under Section 11, prior to 5:00 p.m., New York City time, on such applicable Conversion Date, shares of Common Stock issuable upon conversion of any shares of Series A-1 Preferred Stock shall not be outstanding for any purpose, and Holders of shares of Series A-1 Preferred Stock shall have no rights with respect to such shares of Common Stock, including, without limitation, voting rights, rights to respond to tender offers for the Common Stock and rights to receive any dividends or other distributions on the Common Stock, by virtue of holding shares of Series A-1 Preferred Stock. No allowance or adjustment, except as set forth in Section 11, shall be made in respect of dividends payable to holders of record of Common Stock as of any date prior to such applicable Conversion Date.

(c) To effect an Optional Conversion pursuant to Section 6 or a Fundamental Change Conversion pursuant to Section 7, a Holder who

(i) holds a beneficial interest in a Global Preferred Share must deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program and, if required, pay all transfer or similar taxes or duties, if any; or

(ii) holds Series A-1 Preferred Stock in definitive, certificated form must:

(A) complete and manually sign the conversion notice on the back of the Series A-1 Preferred Stock certificate or a facsimile of such conversion notice;

(B) deliver the completed conversion notice and the certificated Series A-1 Preferred Stock to be converted to the Conversion and Dividend Disbursing Agent;

(C) if required, furnish appropriate endorsements and transfer documents; and

(D) if required, pay all transfer or similar taxes or duties, if any.

(the day on which the Holder complies with such requirements, the “Optional Conversion Date” or the “Fundamental Change Conversion Date”, as the case may be); provided that, the Fundamental Change Conversion Date shall be a date no earlier than the Effective Date of the Fundamental Change and no later than 5:00 p.m., New York City time, on the last day of the Fundamental Change Conversion Period.

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The issuance by the Company of shares of Common Stock upon an Optional Conversion shall be deemed effective immediately prior to 5:00 p.m., New York City time, on the Optional Conversion Date.

(d) With respect to any Optional Conversion or any Fundamental Change Conversion of shares of Series A-1 Preferred Stock:

(i) if there shall have been surrendered certificate or certificates, as the case may be, representing a greater number of shares of Series A-1 Preferred Stock than the number of shares of Series A-1 Preferred Stock to be converted, the Company shall execute and the Registrar shall countersign and deliver to such Holder or such Holder’s designee, at the expense of the Company, new certificate or certificates, as the case may be, representing the number of shares of Series A-1 Preferred Stock that shall not have been converted; and

(ii) if the shares of Series A-1 Preferred Stock converted are held in book-entry form through the facilities of the Depositary, promptly following the relevant Optional Conversion Date or Fundamental Change Conversion Date, as the case may be, the Company shall cause the Transfer Agent and Registrar to reduce the number of shares of Series A-1 Preferred Stock represented by the global certificate by making a notation on Schedule I attached to the relevant Global Preferred Share.

SECTION 9. Reservation of Common Stock.

(a) The Company shall at all times reserve and keep available out of its authorized and unissued shares of Common stock, solely for issuance, the full number of shares of Common Stock issuable upon payment of accrued and unpaid dividends and upon conversion of the Series A-1 Preferred Stock at the Maximum Conversion Rate then in effect.

(b) All shares of Common Stock delivered upon conversion of the Series A-1 Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, charges, security interests and other encumbrances (other than liens, claims, charges, security interests and other encumbrances created by the Holders).

(c) Prior to the delivery of any securities that the Company shall be obligated to deliver upon conversion of the Series A-1 Preferred Stock, the Company shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder, if any, requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(d) The Company hereby covenants and agrees that, if at any time the Common Stock shall be listed on the Nasdaq Global Select Market or any other national securities exchange or automated quotation system, the Company shall, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion of the Series A-1 Preferred Stock and payment of dividends thereon, if any; provided, however, that if the rules of such exchange or automated quotation system permit the Company to defer the listing of such Common Stock until the first conversion of Series A-1 Preferred Stock into

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Common Stock in accordance with the provisions hereof, the Company covenants to list such Common Stock issuable upon conversion of the Series A-1 Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

SECTION 10. Fractional Shares.

(a) No fractional shares of Common Stock or any other common stock or ADRs included in the Exchange Property shall be issued to Holders, including as a result of any conversion of shares of Series A-1 Preferred Stock or as a result of any payment of dividends on the Series A-1 Preferred Stock in shares of Common Stock or Units of Exchange Property.

(b) In lieu of any fractional share of Common Stock or any other common stock or ADRs included in the Exchange Property otherwise issuable upon Mandatory Conversion, Optional Conversion or Fundamental Change Conversion (including in connection with a dividend payment), that Holder shall be entitled to receive an amount in cash (computed to the nearest cent) based on the VWAP per share of Common Stock, or, if applicable, such other common stock or ADR, on the Trading Day immediately preceding the applicable Conversion Date.

(c) If more than one share of the Series A-1 Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number of full shares of Common Stock, or, if applicable, other common stock or full ADRs, issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series A-1 Preferred Stock so surrendered for conversion. If the Company pays dividends in Common Stock, other common stock or ADRs pursuant to Section 4(b) on more than one share of Series A-1 Preferred Stock held at any one time by or for the same Holder, the number of full shares of Common Stock, or, if applicable, other common stock or full ADRs, payable in connection with such dividend shall be computed on the basis of the aggregate number of shares of Series A-1 Preferred Stock so surrendered for conversion.

SECTION 11. Conversion Rate Adjustments to the Fixed Conversion Rates.

(a) Each Fixed Conversion Rate shall be adjusted from time to time as follows:

(i) If the Company issues Common Stock as a dividend or distribution to all or substantially all holders of the Common Stock, or if the Company effects a subdivision or combination (including, without limitation, a stock split or a reverse stock split) of the Common Stock, each Fixed Conversion Rate shall be adjusted based on the following formula:

CR1 = CR0 ×	OS1
	OS0

where,

CR₀ = the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York City time, on the Record Date for such dividend or distribution or immediately prior to 9:00 a.m., New York City time, on the effective date for such subdivision or combination, as the case may be;

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CR1	=	the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York City time, on such Record Date or immediately after 9:00 a.m., New York City time, on such effective date, as the case may be;
OS0	=	the number of shares of Common Stock outstanding immediately prior to 5:00 p.m., New York City time, on such Record Date or immediately prior to 9:00 a.m., New York City time, on such effective date, as the case may be (and prior to giving effect to such event); and
OS1	=	the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination.

Any adjustment made under this Section 11(a)(i) shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution, or immediately after 9:00 a.m., New York City time, on the effective date for such subdivision or combination, as the case may be. If any dividend, distribution, subdivision or combination of the type described in this clause (i) is declared but not so paid or made, each Fixed Conversion Rate shall be immediately readjusted, effective as of the earlier of (a) the date the Board of Directors determines not to pay or make such dividend, distribution, subdivision or combination and (b) the date the dividend or distribution was to be paid or the date the subdivision or combination was to have been effective, to the Fixed Conversion Rate that would then be in effect if such dividend, distribution, subdivision or combination had not been declared.

(ii) If the Company issues to all or substantially all holders of the Common Stock any rights (other than pursuant to any shareholder rights plan), options or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights, options or warrants to subscribe for or purchase shares of Common Stock at less than the Average VWAP per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, each Fixed Conversion Rate will be increased based on the following formula:

CR1 = CR0 ×	(OS0 + X)
	(OS0 + Y)

where,

CR0	=	the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York City time, on the Record Date for such issuance;
CR1	=	the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York City time, on such Record Date;

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OS0	=	the number of shares of Common Stock outstanding immediately prior to 5:00 p.m., New York City time, on such Record Date;
X	=	the number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
Y	=	the aggregate price payable to exercise such rights, options or warrants, divided by the Average VWAP per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance.

Any increase in the Fixed Conversion Rates made pursuant to this Section 11(a)(ii) shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such issuance. To the extent such rights, options or warrants are not exercised prior to their expiration or termination, each Fixed Conversion Rate shall be decreased, effective as of the date of such expiration or termination, to the Fixed Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, each Fixed Conversion Rate shall be decreased, effective as of the earlier of (a) the date the Board of Directors determines not to issue such rights, options or warrants and (b) the date such rights, options or warrants were to have been issued, to the Fixed Conversion Rate that would then be in effect if such issuance had not been announced.

For purposes of this Section 11(a)(ii), in determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of the Common Stock at less than the Average VWAP per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate price payable to exercise such rights, options or warrants, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors.

(iii) If the Company pays a dividend or other distribution to all or substantially all holders of Common Stock of shares of the Company’s capital stock (other than Common Stock), evidences of the Company’s indebtedness, the Company’s assets or rights to acquire the capital stock, indebtedness or assets of the Company, excluding:

(1) any dividend, distribution or issuance as to which an adjustment was effected pursuant to Section 11(a)(i) or Section 11(a)(ii);

(2) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 11(a)(iv) below;

(3) Spin-Offs as to which the provisions set forth below in this Section 11(a)(iii) apply; and

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(4) any dividends or distributions in connection with a Reorganization Event that is included in Exchange Property under Section 11(e),

then each Fixed Conversion Rate shall be increased based on the following formula:

CR1 = CR0 ×	SP0
	( SP0 – FMV)

where,

CR0	=	the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York City time, on the Record Date for such dividend or distribution;
CR1	=	the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York City time, on such Record Date;
SP0	=	the Average VWAP per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Record Date for such dividend or distribution; and
FMV	=	the fair market value (as determined in good faith by the Board of Directors) on the Record Date for such dividend or distribution of shares of the Company’s capital stock (other than Common Stock), evidences of the Company’s indebtedness, the Company’s assets or rights to acquire the capital stock, indebtedness or assets of the Company, expressed as an amount per share of Common Stock.

If the Board of Directors determines the “FMV” (as defined in this Section 11(a)(iii)) of any dividend or other distribution for purposes of this Section 11(a)(iii) by referring to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the Average VWAP per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Record Date for such dividend or distribution.

Notwithstanding the foregoing, if “FMV” (as defined in this Section 11(a)(iii)) is equal to or greater than “SP₀” (as defined in this Section 11(a)(iii)), in lieu of the foregoing increase, each Holder shall receive, in respect of each share of Series A-1 Preferred Stock, at the same time and upon the same terms as holders of Common Stock, the amount and kind of shares of the Company’s capital stock (other than Common Stock), evidences of the Company’s indebtedness, the Company’s assets or rights to acquire the capital stock, indebtedness or assets of the Company that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Conversion Rate in effect immediately prior to 5:00 p.m., New York City time, on the Record Date for such dividend or other distribution.

Any increase made under the portion of this Section 11(a)(iii) above shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or other distribution. If such dividend or distribution is not so paid or made, each Fixed

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Conversion Rate shall be decreased, effective as of the earlier of (a) the date the Board of Directors determines not to pay the dividend or other distribution and (b) the date such dividend or distribution was to have been paid, to the Fixed Conversion Rate that would then be in effect if the dividend or other distribution had not been declared.

If the transaction that gives rise to an adjustment pursuant to this Section 11(a)(iii) is one pursuant to which the payment of a dividend or other distribution on the Common Stock consists of shares of capital stock of, or similar equity interests in, a Subsidiary or other business unit of the Company (a “Spin-Off”) that are, or, when issued, will be, traded on a U.S. national securities exchange or a reasonably comparable non-U.S. equivalent, then each Fixed Conversion Rate shall instead be increased based on the following formula:

CR1 = CR0 ×	(FMV0 + MP0)
	MP0

where,

CR0	=	the Fixed Conversion Rate in effect at 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the Ex-Dividend Date for such dividend or distribution;
CR1	=	the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the Ex-Dividend Date for such dividend or distribution;
FMV0	=	the Average VWAP per share of such capital stock or similar equity interests distributed to holders of the Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Ex-Dividend Date for such dividend or distribution; and
MP0	=	the Average VWAP per share of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Ex-Dividend Date for such dividend or distribution.

The adjustment to each Fixed Conversion Rate under the immediately preceding paragraph shall occur at 5:00 p.m., New York City time, on the 10th consecutive Trading Day immediately following, and including, the Ex-Dividend Date for such dividend or distribution, but will be given effect as of 9:00 a.m., New York City time, on the date immediately following the Record Date for such dividend or distribution. The Company shall delay the settlement of any conversion of shares of the Series A-1 Preferred Stock if the Conversion Date occurs after the Record Date for such dividend or distribution and prior to the end of such 10 consecutive Trading Day period. In such event, the Company shall deliver the shares of Common Stock issuable in respect of such conversion (based on the adjusted Fixed Conversion Rates as described above) on the first Business Day immediately following the last Trading Day of such 10 consecutive Trading Day period.

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For purposes of this Section 11(a)(iii) (and subject in all respects to Section 11(a)(i) and Section 11(a)(ii)):

(A) rights, options or warrants distributed by the Company to all or substantially all holders of the Common Stock entitling them to subscribe for or purchase shares of the Company’s capital stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”):

(i) are deemed to be transferred with such shares of the Common Stock;

(ii) are not exercisable; and

(iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 11(a)(iii) (and no adjustment to the Fixed Conversion Rates under this Section 11(a)(iii)shall be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Fixed Conversion Rates shall be made under this Section 11(a)(iii).

(B) If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the Issue Date, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof).

(C) In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding clause (B)) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Fixed Conversion Rates under this clause (iii) was made:

(1) in the case of any such rights, options or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, upon such final redemption or repurchase (x) the Fixed Conversion Rates shall be readjusted as if such rights, options or warrants had not been issued and (y) the Fixed Conversion Rates shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution pursuant to Section 11(a)(iv), equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase; and

(2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Fixed Conversion Rates shall be readjusted as if such rights, options and warrants had not been issued.

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For purposes of Section 11(a)(i), Section 11(a)(ii) and this Section 11(a)(iii), if any dividend or distribution to which this Section 11(a)(iii) is applicable includes one or both of:

(A) a dividend or distribution of shares of Common Stock to which Section 11(a)(i)is applicable (the “Clause A Distribution”); or

(B) an issuance of rights, options or warrants to which Section 11(a)(ii) is applicable (the “Clause B Distribution”),

then:

(1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 11(a)(iii) is applicable (the “Clause C Distribution”) and any Fixed Conversion Rate adjustment required by this Section 11(a)(iii) with respect to such Clause C Distribution shall then be made; and

(2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Fixed Conversion Rate adjustment required by Section 11(a)(i) and Section 11(a)(ii) with respect thereto shall then be made, except that, if determined by the Company (I) the “Record Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Record Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to 5:00 p.m., New York City time, on such Record Date or immediately prior to 9:00 a.m., New York City time, on such effective date” within the meaning of Section 11(a)(i) or “outstanding immediately prior to 5:00 p.m., New York City time, on such Record Date” within the meaning of Section 11(a)(ii).

(iv) If the Company pays a distribution consisting exclusively of cash to all or substantially all holders of the Common Stock, each Fixed Conversion Rate shall be increased based on the following formula:

CR1 = CR0 ×	SP0
	(SP0 – C)

where,

CR0	=	the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York City time, on the Record Date for such distribution;
CR1	=	the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York City time, on the Record Date for such distribution;
SP0	=	the Average VWAP per share of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Record Date for such distribution; and

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C = an amount of cash per share of Common Stock that the Company distributes to holders of the Common Stock.

Notwithstanding the foregoing, if “C” (as defined in this Section 11(a)(iv)) is equal to or greater than “SP₀” (as defined in this Section 11(a)(iv)), in lieu of the foregoing increase, each Holder shall receive, in respect of each share of Series A-1 Preferred Stock, at the same time and upon the same terms as holders of shares of Common Stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Conversion Rate in effect immediately prior to 5:00 p.m., New York City time, on the Record Date for such distribution.

Any adjustment to the Fixed Conversion Rates pursuant to this Section 11(a)(iv) shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such distribution. If such distribution is not so paid, the Fixed Conversion Rates shall be decreased, effective as of the earlier of (a) the date the Board of Directors determines not to pay such dividend and (b) the date such dividend was to have been paid, to the Fixed Conversion Rates that would then be in effect if such distribution had not been declared.

(v) If the Company or one or more of its Subsidiaries purchases Common Stock pursuant to a tender offer or exchange offer (except as provided in Section 11(c)(iii)) and the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the Average VWAP per share of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”), each Fixed Conversion Rate shall be increased based on the following formula:

CR1 = CR0 ×	(FMV + (SP1 × OS1))
	(SP1 × OS0)

where:

CR0	=	the Fixed Conversion Rate in effect immediately prior to 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;
CR1	=	the Fixed Conversion Rate in effect immediately after 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;
FMV	=	the fair market value (as determined in good faith by the Board of Directors) as of the Expiration Date of the aggregate value of all cash and any other consideration paid or payable for shares of the Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Date (the “Purchased Shares”);

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OS1	=	the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”), less any Purchased Shares;
OS0	=	the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares; and
SP1	=	the Average VWAP per share of Common Stock for the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date.

The adjustment to each Fixed Conversion Rate under this Section 11(a)(v) shall occur at 5:00 p.m., New York City time, on the tenth consecutive Trading Day immediately following, and including, the Trading Day immediately following the Expiration Date, but will be given effect as of 9:00 a.m., New York City time, on the Expiration Date. The Company shall delay the settlement of any conversion of Series A-1 Preferred Stock if the Conversion Date occurs during such 10 consecutive Trading Day period. In such event, the Company shall deliver the shares of Common Stock issuable in respect of such conversion (based on the adjusted Fixed Conversion Rates) on the first Business Day immediately following the last Trading Day of such 10 consecutive Trading Day period.

(vi) If the Company has in effect a shareholder rights plan while any shares of Series A-1 Preferred Stock remain outstanding, Holders shall receive, upon a conversion of Series A-1 Preferred Stock, in addition to Common Stock, rights under the Company’s shareholder rights agreement unless, prior to such conversion, the rights have expired, terminated or been redeemed or unless the rights have separated from the Common Stock. If the rights provided for in the shareholder rights plan have separated from the Common Stock in accordance with the provisions of the applicable shareholder rights agreement so that Holders would not be entitled to receive any rights in respect of the Common Stock, if any, that the Company is required to deliver upon conversion of Series A-1 Preferred Stock, each Fixed Conversion Rate shall be adjusted at the time of separation as if the Company had distributed to all holders of the Common Stock, capital stock (other than Common Stock), evidences of the Company’s indebtedness, the Company’s assets or rights to acquire the capital stock, indebtedness or assets of the Company pursuant to Section 11(a)(iii) above, subject to readjustment upon the subsequent expiration, termination or redemption of the rights. A distribution of rights pursuant to a shareholder rights plan will not trigger an adjustment to the Fixed Conversion Rates pursuant to Section 11(a)(ii) or Section 11(a)(iii) above.

(b) Adjustment for Tax Reasons. The Company may make such increases in each Fixed Conversion Rate, in addition to any other increases required by this Section 11, if the Board of Directors deems it advisable in order to avoid or diminish any income tax to holders of the Common Stock resulting from any dividend or distribution of the Company’s shares (or issuance of rights or warrants to acquire shares) or from any event treated as such for income tax purposes or for any other reasons; provided that the same proportionate adjustment must be made to each Fixed Conversion Rate. If any adjustment to the Fixed Conversion Rate is treated as a

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distribution to any Non-U.S. Holder which is subject to withholding tax, the Company (or Transfer Agent or any paying agent on behalf of the Company) may set off any withholding tax that is required to be collected with respect to such deemed distribution against cash payments and other distributions otherwise deliverable to such Non-U.S. Holder.

(c) Calculation of Adjustments; Adjustments to Threshold Appreciation Price, Initial Price, Applicable Market Value and Five-Day Average VWAP.

(i) All required calculations will be made to the nearest cent or 1/10,000th of a share.

If an adjustment is made to the Fixed Conversion Rates pursuant to this Section 11, an inversely proportional adjustment shall also be made (x) to the Threshold Appreciation Price and the Initial Price solely for purposes of determining which of clauses (i), (ii) and (iii) of the definition of Conversion Rate shall apply on the Mandatory Conversion Date (subject to postponement as described in Section 5(a)), and (y) to the Floor Price. Such adjustment shall be made by dividing each of the Threshold Appreciation Price and the Initial Price by a fraction, the numerator of which shall be either Fixed Conversion Rate immediately after such adjustment pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 11(a) or Section 11(b) and the denominator of which shall be such Fixed Conversion Rate immediately before such adjustment. The Company shall make appropriate adjustments to the VWAP per share of Common Stock used to calculate the Applicable Market Value or the Five-Day Average VWAP, as the case may be, to account for any adjustments to the Fixed Conversion Rates that became effective during the period in which the Applicable Market Value or the Five-Day Average VWAP, as the case may be, is being calculated.

(ii) Notwithstanding Section 11(a), no adjustment to the Fixed Conversion Rates shall be made if Holders participate in the transaction that would otherwise require an adjustment (other than in the case of a share split or share combination), at the same time, upon the same terms and otherwise on the same basis as holders of the Common Stock and solely as a result of holding shares of Series A-1 Preferred Stock, as if such Holders held a number of shares of Common Stock equal to the Maximum Conversion Rate as of the Record Date for such transaction, multiplied by the number of shares of Series A-1 Preferred Stock held by such Holders.

(iii) The Fixed Conversion Rates shall not be adjusted except as provided herein. Without limiting the foregoing, the Fixed Conversion Rates shall not be adjusted for:

(A) the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in the Common Stock under any plan;

(B) the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, employee agreement or arrangement or program of the Company or any Subsidiaries of the Company;

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(C) the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Issue Date;

(D) a change solely in the par value of the Common Stock;

(E) stock repurchases that are not tender offers, including structured or derivative transactions;

(F) as a result of a tender offer solely to holders of fewer than 100 shares of Common Stock;

(G) a third-party tender or exchange offer; or

(H) the payment of dividends on the Series A-1 Preferred Stock, whether in cash or in shares of Common Stock.

(iv) The Company shall have the power to resolve any ambiguity and its action in so doing, as evidenced by a resolution of the Board of Directors, shall be final and conclusive unless clearly inconsistent with the intent hereof.

(d) Notice of Adjustment. Whenever a Fixed Conversion Rate or the Fundamental Change Conversion Rate, as applicable, is to be adjusted, the Company shall: (i) compute such adjusted Fixed Conversion Rate or the Fundamental Change Conversion Rate, as applicable, and prepare and transmit to the Transfer Agent an Officers’ Certificate setting forth such adjusted Fixed Conversion Rate or the Fundamental Change Conversion Rate, as applicable, the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based; (ii) as soon as practicable following the determination of a revised Fixed Conversion Rate or Fundamental Change Conversion Rate, as applicable, provide, or cause to be provided, a written notice to Holders of the occurrence of such event and (iii) as soon as practicable following the determination of a revised Fixed Conversion Rate or Fundamental Change Conversion Rate, as applicable, provide, or cause to be provided, to Holders a statement setting forth in reasonable detail the method by which the adjustment to such Fixed Conversion Rate or the Fundamental Change Conversion Rate, as applicable, was determined and setting forth such revised Fixed Conversion Rate or Fundamental Change Conversion Rate, as applicable.

(e) Recapitalizations, Reclassifications and Changes of the Common Stock. In the event of:

(A) any recapitalization, reclassification or change of the Common Stock (other than changes only in par value or resulting from a subdivision or combination);

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(B) any consolidation or merger of the Company with or into another Person or any statutory exchange or binding share exchange; or

(C) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company and its Subsidiaries;

in each case as a result of which the shares of Common Stock are exchanged for, or converted into, other securities, property or assets (including cash or any combination thereof) (any such event, a “Reorganization Event”), then, at the effective time of such Reorganization Event, each share of Series A-1 Preferred Stock outstanding immediately prior to such Reorganization Event shall, without the consent of Holders, become convertible into the kind and amount of such other securities, property or assets (including cash or any combination thereof) that holders of the Common Stock received in such Reorganization Event (the “Exchange Property”), and, at the effective time of such Reorganization Event, the Company shall amend its Charter to provide for such change in the convertibility of the Series A-1 Preferred Stock; provided that if the kind and amount of Exchange Property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person, then the Exchange Property receivable upon such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of the Common Stock that affirmatively make an election with respect to the kind and amount of Exchange Property so receivable (or of all such holders if none makes an election). The Conversion Rate then in effect shall be applied on the applicable Conversion Date to the amount of such Exchange Property received per share of Common Stock in the Reorganization Event (a “Unit of Exchange Property”), as determined in accordance with this Section 11(e). For the purpose of determining which clause of the definition of Conversion Rate shall apply on the Mandatory Conversion Date (subject to postponement as described in Section 5(a)) and for the purpose of calculating the Conversion Rate if clause (ii) of the definition thereof is applicable, the value of a Unit of Exchange Property shall be determined in good faith by the Board of Directors, except that if a Unit of Exchange Property includes common stock or American Depositary Receipts (“ADRs”) that are traded on a U.S. national securities exchange, the value of such common stock or ADRs shall be the Applicable Market Value determined with regard to a share of such common stock or a single ADR, as the case may be (or for the purpose of determining the Stock Price on a Fundamental Change Conversion Date, the value of such common stock or ADRs shall be the Five-Day Average VWAP determined with regard to a share of such common stock or a single ADR, as the case may be). For the purpose of paying accrued and unpaid dividends in Units of Exchange Property in accordance with Section 4, the value of a Unit of Exchange Property shall equal 97% of the value determined pursuant to the immediately preceding sentence.

The above provisions of this Section 11(e) shall similarly apply to successive Reorganization Events and the provisions of Section 11(a)-(d) shall apply to any shares of capital stock of the Company (or of any successor) received by the holders of Common Stock in any such Reorganization Event.

The amendment to the Charter providing that the Series A-1 Preferred Stock shall be convertible into Exchange Property shall also provide for anti-dilution and other adjustments that

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are as nearly equivalent as possible to the adjustments described under this Section 11. The Company shall not become a party to any Reorganization event unless the terms of such transaction are consistent with this Section 11(e).

The Company (or any successor) shall, as soon as reasonably practicable (but in any event within five Business Days) after the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such Reorganization Event and of the kind and amount of the cash, securities or other property that constitute the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 11(e).

(f) For purposes of this Section 11, the number of shares of Common Stock at any time outstanding shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

SECTION 12. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, each Holder shall be entitled to receive for each share of Series A-1 Preferred Stock, out of the assets of the Company or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Company, subject to the rights of any creditors of the Company, before any payment or distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other Junior Stock of the Company, payment in full in an amount equal to the sum of (x) the Initial Liquidation Preference and (y) an amount equal to any accrued and unpaid dividends on each share of Series A-1 Preferred Stock, whether or not declared, to (but not including) the date fixed for liquidation, dissolution or winding up (such amounts collectively, the “Liquidation Preference”).

(b) Partial Payment. If in any distribution described in Section 12(a) the assets of the Company or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Series A-1 Preferred Stock and any Parity Stock as to such distribution, Holders and the holders of such Parity Stock shall share ratably in any such distribution in proportion to the full accrued and unpaid respective distributions to which they are entitled.

(c) Residual Distributions. After payment of the full amount of the Liquidation Preference, including an amount equal to any accrued and unpaid dividends, to which they are entitled, Holders will have no right or claim to any of the remaining assets of the Company (or proceeds thereof).

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 12, the merger or consolidation of the Company with or into any other corporation or other entity, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Company, shall not constitute a liquidation, dissolution or winding up of the Company.

SECTION 13. No Sinking Fund. The Series A-1 Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions.

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SECTION 14. Status of Converted or Repurchased Shares. Shares of Series A-1 Preferred Stock that are duly converted in accordance herewith or repurchased or otherwise acquired by the Company shall revert to authorized but unissued shares of Preferred Stock, undesignated as to series and available for future issuance; provided that any such cancelled shares of Series A-1 Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Series A-1 Preferred Stock.

SECTION 15. Voting Rights.

(a) General. Holders shall not have any voting rights in respect of their shares of Series A-1 Preferred Stock except as set forth below or as otherwise from time to time required by law or the Charter. Except as provided herein with respect to voting rights allocated pro rata with other classes or series of Parity Stock based on the liquidation preference of each such class or series, Holders will be entitled to one vote for each such share on any matter on which Holders are entitled to vote, including any action by written consent.

(b) Preferred Directors. Whenever, at any time or times, dividends payable on the shares of Series A-1 Preferred Stock have not been paid for an aggregate of six or more Dividend Periods, whether or not consecutive (an “Event of Non-payment”), the Holders will have the right, with holders of shares of any one or more other classes or series of outstanding Parity Stock upon which like voting rights have been conferred and are exercisable at the time, voting together as a class (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to elect two directors (together, the “Preferred Directors” and each, a “Preferred Director”) at the next annual meeting or special meeting of the Company’s shareholders and at each subsequent annual meeting or special meeting of the Company’s shareholders until all accrued and unpaid dividends have been paid in full or fully set aside for payment on Series A-1 Preferred Stock, at which time such right will terminate, except as otherwise provided herein or expressly provided by law, subject to revesting in the event of each and every Event of Non-payment; provided that it will be a qualification for election for any Preferred Director that the election of such Preferred Director will not cause the Company to violate any corporate governance requirements of any securities exchange or other trading facility on which the Company’s securities may then be listed or traded that listed or traded companies, including that the Company have a majority of independent directors.

Upon any termination of the right set forth in the immediately preceding paragraph, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected as described above.

Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only at a meeting of the Company’s shareholders at which this is a permitted action by the affirmative vote of the Holders of a majority in voting power of the shares of Series A-1 Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Parity Stock upon which like voting rights have been conferred and are exercisable at the time (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the extent the voting rights of such Holders described above are then exercisable. If the office of any Preferred Director becomes

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vacant for any reason other than removal from office as described above, the remaining Preferred Director may choose a successor who will hold office for the unexpired term in respect of which such vacancy occurred.

At any time after the right of Holders to elect Preferred Directors has become vested and is continuing but a meeting of the Company’s shareholders to elect such Preferred Directors has not yet been held, or if a vacancy shall exist in the office of any such Preferred Director that has not been filled by the remaining Preferred Director, the Board of Directors may, but shall not be required to, call a special meeting of Holders and the holders of any one or more classes or series of outstanding Parity Stock upon which like voting rights have been conferred and are exercisable at the time, for the purpose of electing the Preferred Directors that such Holders and holders are entitled to elect; provided that in the event the Board of Directors does not call such special meeting, such election will be held at the next annual meeting. At any such meeting held for the purpose of electing such Preferred Director or Preferred Directors, as the case may be, (whether at an annual meeting or special meeting), the presence in person or by proxy of the Holders and holders of shares representing at least a majority of the voting power of the Series A-1 Preferred Stock and any Parity Stock having similar voting rights shall be required to constitute a quorum of the Series A-1 Preferred Stock and any Parity Stock having similar voting rights. The affirmative vote of Holders and the holders of any Parity Stock having similar voting rights constituting a majority of the voting power of such shares present at such meeting, in person or by proxy, shall be sufficient to elect any such Preferred Director.

(c) Voting Rights as to Particular Matters. So long as any shares of Series A-1 Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by law or by the Charter, the affirmative vote or consent of the Holders of at least two-thirds in voting power of the shares of Series A-1 Preferred Stock at the time outstanding and all other Parity Stock having similar voting rights that are exercisable at the time, voting together as a single class (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), given in person or by proxy, either by vote at any meeting called for such purpose, or by written consent in lieu of such meeting, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock. Any amendment or alteration of these Articles of Amendment or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Company (other than the Preferred Merger Securities) ranking senior to Series A-1 Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Company (“Senior Stock”);

(ii) Amendment of Series A-1 Preferred Stock. Any amendment, alteration or repeal of any provision of these Articles of Amendment or the Charter (including, unless no vote on such merger or consolidation is required by Section 15(c)(iii), any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Series A-1 Preferred Stock; or

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(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share exchange, a reclassification involving the Series A-1 Preferred Stock, or a merger or consolidation of the Company with or into another corporation or other entity, unless in each case (x) the Series A-1 Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) the Series A-1 Preferred Stock remaining outstanding or such new preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Series A-1 Preferred Stock immediately prior to such consummation, taken as a whole;

provided, however, that for all purposes of this Section 15(c), (A) the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to pre-emptive or similar rights or otherwise, of any series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock (including the Series A-1 Preferred Stock), ranking equally with and/or junior to Series A-1 Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Company and (B) the amendment to the Charter to authorize and create, and the issuance of, the Preferred Merger Securities, to the extent required under to the Merger Agreement, shall not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the Holders.

(d) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of Holders (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, applicable law and the rules of any national securities exchange or other trading facility on which the Series A-1 Preferred Stock is listed or traded at the time.

SECTION 16. Record Holders. To the fullest extent permitted by applicable law, the Company and the Transfer Agent may deem and treat the Record Holder of any share of Series A-1 Preferred Stock as the absolute, true and lawful owner thereof for all purposes, including, without limitation, for purposes of making payment and settling conversions, to the fullest extent permitted by law and neither the Company nor the Transfer Agent shall be affected by any notice to the contrary.

SECTION 17. Notices. All notices or communications in respect of Series A-1 Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in these Articles of Amendment, the Charter, the Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Series A-1 Preferred Stock are issued in book-entry form through DTC or any similar facility, such notices may be given to the Holders in any manner permitted by such facility.

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SECTION 18. No Pre-emptive Rights; No Redemption Right. No share of Series A-1 Preferred Stock or share of Common Stock issued upon conversion of the Series A-1 Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Company, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted. The Series A-1 Preferred Stock are not redeemable.

SECTION 19. Replacement Stock Certificates.

(a) If physical certificates are issued, and any of the Series A-1 Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the Company shall, at the expense of the Holder thereof, issue, in exchange and in substitution for and upon cancellation of the mutilated Series A-1 Preferred Stock certificate, or in lieu of and substitution for the lost, stolen or destroyed Series A-1 Preferred Stock certificate, a new Series A-1 Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Series A-1 Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series A-1 Preferred Stock certificate and indemnity, if requested, satisfactory to the Company and the Transfer Agent.

(b) The Company is not required to issue any certificate representing the Series A-1 Preferred Stock on or after the Mandatory Conversion Date (subject to postponement as described in Section 5(a)). In lieu of the delivery of a replacement certificate following the Mandatory Conversion Date (subject to postponement as described in Section 5(a)), the Transfer Agent, upon delivery of the evidence and indemnity described in clause (a) above, shall deliver the shares of Common Stock issuable, along with any other consideration payable or deliverable, pursuant to the terms of the Series A-1 Preferred Stock formerly evidenced by the certificate.

SECTION 20. Transfer Agent, Registrar, Conversion and Dividend Disbursing Agent. The duly appointed Transfer Agent, Registrar, conversion and dividend disbursing agent for the Series A-1 Preferred Stock shall be Computershare Trust Company N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

SECTION 21. Form.

(a) The Series A-1 Preferred Stock shall be issued in the form of one or more permanent global shares of Series A-1 Preferred Stock in definitive, fully registered form eligible for book-entry settlement with the global legend (the “Global Shares Legend”) as set forth on the form of Series A-1 Preferred Stock certificate attached hereto as Exhibit A (each, a “Global Preferred Share”), which is hereby incorporated in and expressly made part of these Articles of Amendment. The Global Preferred Shares may have notations, legends or endorsements

38

required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The Global Preferred Shares shall be deposited on behalf of the Holders represented thereby with the Registrar, at its New York office as custodian for DTC (the “Depositary”), and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and countersigned and registered by the Registrar as hereinafter provided. The aggregate number of shares represented by each Global Preferred Share may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided.

This Section 21(a) shall apply only to a Global Preferred Share deposited with or on behalf of the Depositary. The Company shall execute and the Registrar shall, in accordance with this Section 21(a), countersign and deliver any Global Preferred Shares that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to Cede & Co. or pursuant to instructions received from Cede & Co. or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under these Articles of Amendment with respect to any Global Preferred Share held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary, or under such Global Preferred Share, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Preferred Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Share. The Holder of the Global Preferred Shares may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Global Preferred Shares, these Articles of Amendment or the Charter.

Owners of beneficial interests in Global Preferred Shares shall not be entitled to receive physical delivery of certificated shares of Series A-1 Preferred Stock, unless (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Preferred Shares and the Company does not appoint a qualified replacement for the Depositary within 90 days or (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days. In any such case, the Global Preferred Shares shall be exchanged in whole for definitive stock certificates that are not issued in global form, with the same terms and of an equal aggregate Liquidation Preference, and such definitive stock certificates shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(b) Signature. Two Officers permitted by applicable law shall sign each Global Preferred Share for the Company, in accordance with the Company’s Bylaws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Preferred Share no longer holds that office at the time the Registrar countersigned such Global Preferred Share, such Global Preferred Share shall be valid nevertheless. A Global Preferred Share shall not be

39

valid until an authorized signatory of the Registrar manually countersigns such Global Preferred Share. Each Global Preferred Share shall be dated the date of its countersignature. The foregoing paragraph shall likewise apply to any certificate representing shares of Series A-1 Preferred Stock.

SECTION 22. Stock Transfer and Stamp Taxes. The Company shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Series A-1 Preferred Stock or shares of Common Stock or other securities issued on account of Series A-1 Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A-1 Preferred Stock or Common Stock or other securities in a name other than that in which the shares of Series A-1 Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the Holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

SECTION 23. Listing. The Company hereby covenants and agrees that, if its listing application for the Series A-1 Preferred Stock is approved, upon such listing, the Company shall use its reasonable best efforts to keep the Series A-1 Preferred Stock listed on the Nasdaq Global Select Market.

If the Global Preferred Share or Global Preferred Shares, as the case may be, or the Series A-1 Preferred Stock represented thereby shall be listed on the Nasdaq Global Select Market or any other stock exchange, the Depositary may, with the written approval of the Company, appoint a registrar (acceptable to the Company) for registration of such Global Preferred Share or Global Preferred Shares, as the case may be, or the Series A-1 Preferred Stock represented thereby in accordance with the requirements of such exchange. Such registrar (which may be the Registrar if so permitted by the requirements of such exchange) may be removed and a substitute registrar appointed by the Registrar upon the request or with the written approval of the Company. If the Global Preferred Share or Global Preferred Shares, as the case may be or the Series A-1 Preferred Stock represented thereby are listed on one or more other stock exchanges, the Registrar will, at the request and expense of the Company, arrange such facilities for the delivery, transfer, surrender and exchange of such Global Preferred Share or Global Preferred Shares, as the case may be, or the Series A-1 Preferred Stock represented thereby as may be required by law or applicable stock exchange regulations.

40

SECTION 24. Ranking. Notwithstanding anything in these Articles of Amendment to the contrary, the Series A-1 Preferred Stock will, with respect to dividend rights or rights upon the liquidation, winding-up or dissolution of the Company rank (i) senior to any Junior Stock, (ii) on parity with any Parity Stock and (iii) junior to the Preferred Merger Securities (if authorized and issued), any Senior Stock and the Company’s existing and future indebtedness (including trade payables).

SECTION 25. Other Rights. The shares of Series A-1 Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

[Remainder of Page Left Blank Intentionally.]

41

IN WITNESS WHEREOF, AmSurg Corp. has caused these Articles of Amendment to be signed by CLAIRE M. GULMI, its authorized signatory, this 1^st day of JULY 2014.

AMSURG CORP.
By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	Executive Vice President

[ARTICLES OF AMENDMENT SIGNATURE PAGE]

Exhibit A

[FORM OF FACE OF 5.250% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES A-1]

[INCLUDE FOR GLOBAL PREFERRED SHARES]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE STATEMENT WITH RESPECT TO SHARES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

A-1

Certificate Number [            ] [Initial] Number of Shares of Series A-1 Preferred Stock [            ]

CUSIP 03232P 504

ISIN US03232P5044

AMSURG CORP.

5.250% Mandatory Convertible Preferred Stock, Series A-1

(no par value)

(initial liquidation preference $100 per share)

AMSURG CORP., a Tennessee corporation (the “Company”), hereby certifies that [            ] / [Cede & Co.] (the “Holder”), is the registered owner of [            (            )] / [the number shown on Schedule I hereto of] fully paid and non-assessable shares of the Company’s designated 5.250% Mandatory Convertible Preferred Stock, Series A-1, no par value, initial liquidation preference of $100 per share (the “Series A-1 Preferred Stock”). The shares of Series A-1 Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series A-1 Preferred Stock represented hereby are, and shall in all respects be subject to the provisions of the Articles of Amendment dated [ l ], 2014 as the same may be amended from time to time (the “Articles of Amendment”). Capitalized terms used herein but not defined shall have the meaning given them in the Articles of Amendment. The Company will provide a copy of the Articles of Amendment to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series A-1 Preferred Stock set forth on the reverse hereof, and to the Articles of Amendment, which select provisions and the Articles of Amendment shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this executed certificate, the Holder is bound by the Articles of Amendment and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned this share certificate representing the shares of Series A-1 Preferred Stock, such shares of Series A-1 Preferred Stock shall not be entitled to any benefit under the Articles of Amendment or be valid or obligatory for any purpose.

A-2

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by an Officer of the Company this [            ]^th day of [ l ] 2014.

AMSURG CORP.

By:

Name:

Title:

A-3

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series A-1 Preferred Stock referred to in the within-mentioned Articles of Amendment.

Dated: [                    ]

COMPUTERSHARE TRUST COMPANY N.A., as Registrar

By:

Name:

Title:

A-4

[FORM OF REVERSE OF CERTIFICATE FOR SERIES A-1 PREFERRED STOCK]

Cumulative dividends on each share of Series A-1 Preferred Stock shall be payable subject to the terms and conditions of, in the manner and at the applicable rate provided in the Articles of Amendment.

The shares of Series A-1 Preferred Stock shall be convertible into shares of common stock, no par value per share, of the Company or Units of Exchange Property, as the case may be, in the manner and in accordance with the terms set forth in the Articles of Amendment.

The Company shall furnish without charge to each holder who so requests a summary of the authority of the board of directors to determine variations for future series within a class of stock and the designations, limitations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

A-5

NOTICE OF CONVERSION

(To be Executed by the Holder in order to Convert the Mandatory Convertible Preferred Stock, Series A-1)

The undersigned hereby irrevocably elects to convert (the “Conversion”) [ ] 5.250% Mandatory Convertible Preferred Stock, Series A-1 (the “Series A-1 Preferred Stock”), of AmSurg Corp. (the “Company”), represented by stock certificate No(s). [ ] (the “Series A-1 Preferred Stock Certificate(s)”), into shares of common stock, no par value, of the Company (the “Common Stock”) according to the conditions of the Articles of Amendment establishing the terms of the Series A-1 Preferred Stock (the “Articles of Amendment”), as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto, if any. Each Series A-1 Preferred Stock Certificate (or evidence of loss, theft or destruction thereof) is attached hereto.

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Articles of Amendment.

Date of Conversion:                     

Applicable Conversion Rate:                     

Number of Series A-1 Preferred Stock to be Converted:                     

Shares of Common Stock to be Issued:*     

Signature:

Name:

Address:**

Fax No.:

* The Company is not required to issue shares of Common Stock until the original Series A-1 Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Company or the Conversion and Dividend Disbursing Agent.

** Address where shares of Common Stock and any other payments or certificates shall be sent by the Company.

A-6

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series A-1 Preferred Stock evidenced hereby to:

(Insert assignee’s social security or taxpayer identification, if any)

(Insert address and zip code of assignee)

(Insert assignee’s social security or taxpayer identification, if any)

and irrevocably appoints:

as agent to transfer the shares of Series A-1 Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee:

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

A-7

Schedule I¹

AmSurg Corp.

Global Preferred Share

5.250% Mandatory Convertible Preferred Stock, Series A-1

Certificate Number: [        ]

The number of shares of Series A-1 Preferred Stock initially represented by this Global Preferred Share shall be             . Thereafter the Transfer Agent and Registrar shall note changes in the number of shares of Series A-1 Preferred Stock evidenced by this Global Preferred Share in the table set forth below:

Amount of Decrease in Number of Shares Represented by this Global Preferred Share Amount of Increase in Number of Shares Represented by this Global Preferred Share Number of Shares Represented by this Global Preferred Share following Decrease or Increase Signature of Authorized Officer of Transfer Agent and Registrar

¹  Attach Schedule I only to Global Preferred Shares.

A-8

EX-5.1

Exhibit 5.1

July 2, 2014

AmSurg Corp.

20 Burton Hills Boulevard

Nashville, Tennessee 37215

Re: Sale of up to 9,775,000 shares of Common Stock of AmSurg Corp.

Ladies and Gentlemen:

We have acted as counsel for AmSurg Corp., a Tennessee corporation (the “Company”), in connection with the offering of shares of common stock, no par value per share (“Common Stock”), by the Company pursuant to the Underwriting Agreement, dated June 26, 2014 (the “Underwriting Agreement”), between the Company and Citigroup Global Markets Inc., as the representative of the several underwriters named in Schedule II thereto (the “Underwriters”). The Underwriting Agreement provides for the purchase by the Underwriters of up to 9,775,000 shares of the Company’s Common Stock (the “Shares”). The Shares are to be offered and sold by the Company pursuant to a prospectus supplement dated June 26, 2014 (the “Prospectus Supplement”), and the accompanying base prospectus dated June 23, 2014 (the “Base Prospectus” and collectively with the Prospectus Supplement, the “Prospectus”), that form part of the Company’s registration statement on Form S-3, as amended (File No. 333-196966) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1. The Registration Statement and the exhibits thereto and the Base Prospectus and Prospectus Supplement included therein;

2. Such corporate documents and records of the Company, including the Company’s Second Amended and Restated Charter, as amended, including the Articles of Amendment, and the Company’s Second Amended and Restated Bylaws, as amended,

3. A certificate from Tennessee’s Secretary of State as to the good standing of the Company, dated as of a recent date;

4. Resolutions adopted by the Board of Directors of the Company and a duly authorized pricing committee thereof relating to, among other matters, the authorization of the sale, issuance and registration of the Shares and performance by the Company of the Underwriting Agreement (collectively, the “Resolutions”), certified as of the date hereof by an officer of the Company;

5. A certificate of officers of the Company with respect to certain factual matters, dated as of the date hereof; and

6. Such other documents as we have deemed necessary or appropriate for purposes of this opinion, subject to the assumptions, limitations and qualifications stated herein.

In all such examinations, we have assumed the genuineness of signatures on the Documents and the conformity to such Documents of all copies submitted to us as certified, facsimile, conformed, digitally scanned or photostatic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, we have relied upon statements and representations of representatives of the Company and public officials.

This opinion is limited in all respects to the laws of the State of Tennessee and the federal laws of the United States of America, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

150 Third Avenue South, Suite 2800

Nashville, TN 37201

AmSurg Corp.

Page 2

July 2, 2014

Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the issuance of the Shares has been duly authorized and, when and to the extent issued against payment therefor in accordance with the Registration Statement, the Underwriting Agreement, the Prospectus Supplement and the Resolutions, the Shares will be validly issued, fully paid and nonassessable.

This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This opinion is being rendered for the benefit of the Company in connection with the matters addressed herein.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the current report on Form 8-K filed by the Company on July 2, 2014, which is incorporated by reference into the Registration Statement, and to the reference to us under the caption “Legal Matters” in the Prospectus Supplement dated June 26, 2014. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act, or the rules and regulations promulgated thereunder by the Commission.

Very truly yours,

/s/ Bass, Berry & Sims PLC

EX-5.2

Exhibit 5.2

July 2, 2014

AmSurg Corp.

20 Burton Hills Boulevard

Nashville, Tennessee 37215

Re: Sale of up to 1,725,000 shares of Mandatory Convertible Preferred Stock of AmSurg Corp.

Ladies and Gentlemen:

We have acted as counsel for AmSurg Corp., a Tennessee corporation (the “Company”), in connection with the offering of shares of 5.250% mandatory convertible preferred stock, no par value per share (“Mandatory Convertible Preferred Stock”), by the Company pursuant to the Underwriting Agreement, dated June 26, 2014 (the “Underwriting Agreement”), between the Company and Citigroup Global Markets Inc., as the representative of the several underwriters named in Schedule II thereto (the “Underwriters”). The Underwriting Agreement provides for the purchase by the Underwriters of up to 1,725,000 shares of the Company’s 5.250% Mandatory Convertible Preferred Stock from the Company (the “Mandatory Convertible Preferred Shares”). The Mandatory Convertible Preferred Shares are to be offered and sold by the Company pursuant to a prospectus supplement dated June 26, 2014 (the “Prospectus Supplement”), and the accompanying base prospectus dated June 23, 2014 (the “Base Prospectus” and collectively with the Prospectus Supplement, the “Prospectus”), that form part of the Company’s registration statement on Form S-3, as amended (File No. 333-196966) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended. Pursuant to the Articles of Amendment, dated July 1, 2014 and filed with the Secretary of State of the State of Tennessee (the “Articles of Amendment”), the Mandatory Convertible Preferred Shares are convertible into shares of the common stock of the Company, no par value per share (the “Conversion Shares”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1. The Registration Statement and the exhibits thereto and the Base Prospectus and Prospectus Supplement included therein;

2. Such corporate documents and records of the Company, including the Company’s Second Amended and Restated Charter, as amended, including the Articles of Amendment, and the Company’s Second Amended and Restated Bylaws, as amended,

3. A certificate from Tennessee’s Secretary of State as to the good standing of the Company, dated as of a recent date;

4. Resolutions adopted by the Board of Directors of the Company and a duly authorized pricing committee thereof relating to, among other matters, the authorization of the sale, issuance and registration of the Mandatory Convertible Preferred Shares and performance by the Company of the Underwriting Agreement (collectively, the “Resolutions”), certified as of the date hereof by an officer of the Company;

5. A certificate of officers of the Company with respect to certain factual matters, dated as of the date hereof; and

6. Such other documents as we have deemed necessary or appropriate for purposes of this opinion, subject to the assumptions, limitations and qualifications stated herein.

In all such examinations, we have assumed the genuineness of signatures on the Documents and the conformity to such Documents of all copies submitted to us as certified, facsimile, conformed, digitally scanned or photostatic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, we have relied upon statements and representations of representatives of the Company and public officials.

150 Third Avenue South, Suite 2800

Nashville, TN 37201

AmSurg Corp.

Page 2

July 2, 2014

This opinion is limited in all respects to the laws of the State of Tennessee and the federal laws of the United States of America, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

1. The issuance of the Mandatory Convertible Preferred Shares has been duly authorized and, when and to the extent issued against payment therefor in accordance with the Registration Statement, the Underwriting Agreement, the Prospectus Supplement and the Resolutions, the Mandatory Convertible Preferred Shares will be validly issued, fully paid and nonassessable.

2. When issued and delivered in the manner provided in the Articles of Amendment, the Conversion Shares issuable upon the conversion of the Mandatory Convertible Preferred Shares will be duly authorized and validly issued, fully paid and nonassessable.

This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This opinion is being rendered for the benefit of the Company in connection with the matters addressed herein.

We hereby consent to the filing of this opinion as Exhibit 5.2 to the current report on Form 8-K filed by the Company on July 2, 2014, which is incorporated by reference into the Registration Statement, and to the reference to us under the caption “Legal Matters” in the Prospectus Supplement dated June 26, 2014. In giving this consent, we do not admit that we are in the category of persons whose consent is required by Section 7 of the Securities Act, or the rules and regulations promulgated thereunder by the Commission.

Very truly yours,

/s/ Bass, Berry & Sims PLC

EX-12.1

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

											Three months ended
	Year Ended December 31,										March 31,
(in thousands)	2009		2010		2011		2012		2013		2014
Computation of Earnings:
Pre-tax earnings from continuing operations, excluding equity in earnings of unconsolidated affiliates	$	206,128	$	208,240	$	222,654	$	262,222	$	305,376	$	72,632
Plus: Fixed charges		9,821		15,636		17,813		19,686		32,542		7,708
Plus: Amortization of capitalized interest		148		142		121		115		91		22
Plus: Distributed earnings from equity investees		—		—		800		1,830		3,073		90
Less: Capitalized interest		66		54		85		43		24		—
Earnings	$	216,031	$	223,964	$	241,303	$	283,810	$	341,058	$	80,452
Fixed Charges:
Interest expense and amortization of deferred financing costs on all indebtedness	$	7,751	$	13,471	$	15,327	$	16,967	$	29,538	$	6,963
Capitalized interest		66		54		85		43		24		—
Estimate of interest component of rental expenses		2,004		2,111		2,401		2,676		2,980		745
Fixed charges	$	9,821	$	15,636	$	17,813	$	19,686	$	32,542	$	7,708
		22.0		14.3		13.5		14.4		10.5		10.4
Pro Forma Adjustments:
Fixed Charges from above										32,542		7,708
Estimated net increase in interest and amortization expense from the New Term Loan Facility and Debt Securities										100,784		25,555
Estimated dividends paid for 5.250% Mandatory Convertible Preferred Stock, Series A-1										7,875		1,969
Total Pro Forma fixed charges										141,201		35,232
Earnings from above										341,058		80,452
Pro Forma Sheridan Earnings										34,833		2,743
Pro Forma Fixed Charges										141,201		35,232
Total Pro Forma Earnings										517,091		118,427
Pro Forma Ratio of earnings to fixed charges (a)										3.7x		3.4x

(a) In calculating this pro forma ratio, as adjusted, of earnings to combined fixed charges and preferred stock dividends, we have assumed that (i) the shares of 5.250% Mandatory Convertible Preferred Stock, Series A-1 were issued on January 1, 2013, and (ii) the New Term Loan Facility and Debt Securities were issued on January 1, 2013. For purposes of this pro forma calculation, we have assumed the repayment of outstanding borrowings under our revolving credit facility and our Senior Secured Notes due 2020 with the combined net proceeds from this offering and the Debt Securities Offering (or a portion of such borrowings, to the extent such borrowings exceeded the combined net proceeds from both offerings). Therefore, the pro forma ratio, as adjusted, reflects the effects of additional preferred stock dividends, additional interest expense that would have been incurred on the New Term Loan Facility and Debt Securities and lower interest expense resulting from the assumed repayment of borrowings under our revolving credit facility and our Senior Secured Notes due 2020 to the extent of the combined net proceeds from both offerings.