EX-4.1



 Exhibit 4.1 
  

 
  

REGISTRATION RIGHTS AGREEMENT 

BY AND AMONG 
 SURGICAL
CARE AFFILIATES, INC. 
 AND 

CERTAIN STOCKHOLDERS 

DATED AS OF             , 2013 

 
  

 







 TABLE OF CONTENTS 

 

							
	 ARTICLE I EFFECTIVENESS
	  	 	1	  
	 Section 1.1.
	  	 Effectiveness
	  	 	1	  
		
	 ARTICLE II DEFINITIONS
	  	 	2	  
	 Section 2.1.
	  	 Definitions
	  	 	2	  
			
	 Section 2.2.
	  	 Other Interpretive Provisions
	  	 	6	  
		
	 ARTICLE III REGISTRATION RIGHTS
	  	 	6	  
	 Section 3.1.
	  	 Demand Registration
	  	 	6	  
			
	 Section 3.2.
	  	 Shelf Registration
	  	 	9	  
			
	 Section 3.3.
	  	 Piggyback Registration
	  	 	13	  
			
	 Section 3.4.
	  	 Lock-Up Agreements
	  	 	14	  
			
	 Section 3.5.
	  	 Registration Procedures
	  	 	15	  
			
	 Section 3.6.
	  	 Underwritten Offerings
	  	 	21	  
			
	 Section 3.7.
	  	 No Inconsistent Agreements; Additional Rights
	  	 	22	  
			
	 Section 3.8.
	  	 Registration Expenses
	  	 	22	  
			
	 Section 3.9.
	  	 Indemnification
	  	 	23	  
			
	 Section 3.10.
	  	 Rules 144 and 144A and Regulation S
	  	 	26	  
			
	 Section 3.11.
	  	 Existing Registration Statements
	  	 	27	  
		
	 ARTICLE IV MISCELLANEOUS
	  	 	27	  
	 Section 4.1.
	  	 Authority; Effect
	  	 	27	  
			
	 Section 4.2.
	  	 Notices
	  	 	28	  
			
	 Section 4.3.
	  	 Termination and Effect of Termination; Opt-Out
	  	 	29	  
			
	 Section 4.4.
	  	 Permitted Transferees
	  	 	29	  
			
	 Section 4.5.
	  	 Remedies
	  	 	30	  
			
	 Section 4.6.
	  	 Amendments
	  	 	30	  
			
	 Section 4.7.
	  	 Governing Law
	  	 	30	  
			
	 Section 4.8.
	  	 Consent to Jurisdiction
	  	 	30	  
			
	 Section 4.9.
	  	 WAIVER OF JURY TRIAL
	  	 	31	  
			
	 Section 4.10.
	  	 Merger; Binding Effect, Etc.
	  	 	31	  
			
	 Section 4.11.
	  	 Counterparts
	  	 	31	  
			
	 Section 4.12
	  	 Severability
	  	 	31	  
			
	 Section 4.13.
	  	 No Recourse
	  	 	32	  


  
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 This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the
terms hereof, the “Agreement”), dated as of             , 2013, is made by and among: 

i. Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”); 

ii. TPG Partners V, L.P., TPG FOF V-A, L.P. and TPG FOF V-B, L.P. (together with their Permitted Transferees that become party hereto, the
“TPG Investors”); 
 iii. the individuals who execute the signature pages hereto under the heading “Existing
Members” (the “Existing Members”); and 
 iv. such other Persons, if any, that from time to time become party hereto
as holders of Registrable Securities pursuant to Section 4.4 in their capacity as Permitted Transferees (collectively, the “Other Holders”). 

RECITALS 
 WHEREAS, on
August 22, 2007, the TPG Investors and certain of the Existing Members entered into the Second Amended and Restated Limited Liability Company Operating Agreement of ASC Acquisition LLC, which contained certain enumerated piggyback registration
rights; 
 WHEREAS, on             , 2013, the Company priced an initial public
offering (the “IPO”) of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) pursuant to an Underwriting Agreement dated
            , 2013 (the “Underwriting Agreement”); 
 WHEREAS,
on the date hereof, the Company, which was previously named ASC Acquisition LLC, shall have converted from a limited liability company organized under the laws of the State of Delaware into a corporation organized under the laws of the State of
Delaware, pursuant to the Delaware Limited Liability Company Act, Section 18-216, and the General Corporation Law of the State of Delaware, Section 265; 

WHEREAS, the parties believe that it is in the best interests of the Company and the other parties hereto to set forth their agreements
regarding registration rights and certain other matters following the IPO. 
 NOW, THEREFORE, in consideration of the foregoing and the
mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

ARTICLE I 

EFFECTIVENESS 

Section 1.1. Effectiveness. This Agreement shall become effective upon the closing of the IPO (the “Closing”).








 ARTICLE II 

DEFINITIONS 

Section 2.1. Definitions. As used in this Agreement, the following terms shall have the following meanings: 

“Adverse Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the Board
of Directors of the Company, after consultation with outside counsel to the Company: (i) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement, from and after its
effective date, does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) would not be required to be made at such
time but for the filing, effectiveness or continued use of such Registration Statement; and (iii) the Company has a bona fide business purpose for not disclosing publicly. 

“Affiliate” means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more
intermediaries controls, or is controlled by, or is under common control with, such specified Person or (b) in the event that the specified Person is a natural Person, a Member of the Immediate Family of such Person; provided that the
Company and each of its subsidiaries shall be deemed not to be Affiliates of the TPG Investors. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 

“Agreement” shall have the meaning set forth in the Preamble. 

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law
to be closed in the City of New York. 
 “Closing” shall have the meaning set forth in Section 1.1. 

“Common Stock” shall have the meaning set forth in the Recitals. 

“Demand Notice” shall have the meaning set forth in Section 3.1.4. 

“Demand Registration” shall have the meaning set forth in Section 3.1.1(a). 

“Demand Registration Request” shall have the meaning set forth in Section 3.1.1(a). 

“Demand Registration Statement” shall have the meaning set forth in Section 3.1.1(c). 

“Demand Suspension” shall have the meaning set forth in Section 3.1.7. 

  
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 “Demanding Holder” means any TPG Investor that exercises a right to request a
Demand Registration pursuant to Section 3.1. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended,
and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time. 

“Existing Member” shall have the meaning set forth in the Preamble. 

“FINRA” means the Financial Industry Regulatory Authority. 

“Holders” means each TPG Investor and each Existing Member that beneficially owns Registrable Securities. 

“IPO” shall have the meaning set forth in the Recitals. 

“Issuer Free Writing Prospectus” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act,
relating to an offer of the Registrable Securities. 
 “Issuer Shares” means the shares of Common Stock or other equity
securities of the Company, and any securities into which such shares of Common Stock or other equity securities shall have been changed or any securities resulting from any reclassification or recapitalization of such shares of Common Stock or other
equity securities. 
 “Loss” shall have the meaning set forth in Section 3.9.1. 

“Member of the Immediate Family” means, with respect to any Person who is an individual, (a) each parent, spouse (but
not including a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and (b) each trustee, solely in his or her capacity as trustee, for a trust naming only one or more of
the Persons listed in sub-clause (a) as beneficiaries. 
 “Opt-Out Notice” shall have the meaning set forth in
Section 4.3.2. 
 “Participation Conditions” shall have the meaning set forth in Section 3.2.5(b). 

“Permitted Transferee” means (i) with respect to any TPG Investors, any Affiliate of the TPG Investors and
(ii) such other Persons as the TPG Investors approves in writing. 
 “Person” means any individual, partnership,
corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof. 

“Piggyback Notice” shall have the meaning set forth in Section 3.3.1. 

“Piggyback Registration” shall have the meaning set forth in Section 3.3.1. 

“Potential Takedown Participant” shall have the meaning set forth in Section 3.2.5(b). 

  
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 “Preemption Notice” shall have the meaning set forth in Section 3.1.3. 

“Pro Rata Portion” means a number of such shares equal to the aggregate number of Registrable Securities to be sold in a
Public Offering (excluding any shares to be registered or sold for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities held by such Holder, and the denominator of which is
the aggregate number of Registrable Securities held by all Holders requesting that their Registrable Securities be sold in such Public Offering. 

“Prospectus” means (i) the prospectus included in any Registration Statement, all amendments and supplements to such
prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing Prospectus. 

“Public Offering” means the offer and sale of Registrable Securities for cash pursuant to an effective Registration Statement
under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor form). 
 “Registrable
Securities” means (i) all shares of Common Stock that are beneficially owned by a Holder, (ii) all shares of Common Stock issuable upon exercise, conversion or exchange of any option, warrant or convertible security beneficially
owned by a Holder and (iii) all shares of Common Stock directly or indirectly issued or issuable with respect to the securities referred to in clauses (i) or (ii) above by way of unit or stock dividend or unit or stock split, or in
connection with a combination of units or shares, recapitalization, merger, consolidation or other reorganization beneficially owned by a Holder. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities
when (w) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, (x) such
securities shall have been Transferred to the public pursuant to Rule 144, (y) in the case of the TPG Holders the aggregate number of such securities held by the applicable TPG Holder and its Affiliates is less than the number that would
subject the distribution thereof to any volume limitation or other restrictions on transfer under Rule 144 and such Holder is able to immediately distribute such securities publicly without any restrictions on transfer (including without application
of paragraphs (c), (d), (e), (f) and (h) of Rule 144), or (z) such securities shall have ceased to be outstanding. 

“Registration” means registration under the Securities Act of the offer and sale to the public of any Issuer Shares under a
Registration Statement. The terms “register”, “registered” and “registering” shall have correlative meanings. 

“Registration Expenses” shall have the meaning set forth in Section 3.8. 

“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the
Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement
other than a registration statement (and related Prospectus) filed on Form S-4 or Form S-8 or any successor form thereto. 

  
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 “Representatives” means, with respect to any Person, any of such Person’s
officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person. 

“Rule 144” means Rule 144 under the Securities Act (or any successor Rule). 

“SEC” means the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act. 

“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations
promulgated thereunder, all as the same shall be in effect from time to time. 
 “Shelf Period” shall have the meaning set
forth in Section 3.2.3. 
 “Shelf Registration” shall have the meaning set forth in Section 3.2.1(a). 

“Shelf Registration Notice” shall have the meaning set forth in Section 3.2.2. 

“Shelf Registration Request” shall have the meaning set forth in Section 3.2.1(a). 

“Shelf Registration Statement” shall have the meaning set forth in Section 3.2.1(a). 

“Shelf Suspension” shall have the meaning set forth in Section 3.2.4. 

“Shelf Takedown Notice” shall have the meaning set forth in Section 3.2.5(b). 

“Shelf Takedown Request” shall have the meaning set forth in Section 3.2.5(a). 

“TPG Investors” shall have the meaning set forth in the Preamble. 

“Transfer” means, with respect to any Registrable Security, any interest therein, or any other securities or equity
interests, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an option or other right, whether directly or indirectly, whether voluntarily,
involuntarily, by operation of law, pursuant to judicial process or otherwise. “Transferred” shall have a correlative meaning. 

“underwritten Public Offering” means an underwritten Public Offering, including any bought deal or block sale to a financial
institution conducted as an underwritten Public Offering. 
 “Underwritten Shelf Takedown” means an underwritten Public
Offering pursuant to an effective Shelf Registration Statement. 

  
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 “Underwriting Agreement” shall have the meaning set forth in the Recitals. 

“WKSI” means any Securities Act registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities
Act at the most recent eligibility determination date specified in paragraph (2) of that definition. 
 Section 2.2. Other
Interpretive Provisions. (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. 

(b) The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to
any particular provision of this Agreement; and any subsection and section references are to this Agreement unless otherwise specified. 

(c) The term “including” is not limiting and means “including without limitation.” 

(d) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this
Agreement. 
 (e) Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter
forms. 
 ARTICLE III 

REGISTRATION RIGHTS 
 The
Company will perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it. Each Holder will perform and comply with such of the following provisions as are applicable to
such Holder. 
 Section 3.1. Demand Registration. 

Section 3.1.1. Request for Demand Registration. 
  

	 	(a)	At any time after the date that is 180 days after the date hereof (or such earlier date (i) as would permit the Company to cause any filings required hereunder to be filed on the 180th day after the date hereof or
(ii) as is permitted by waiver of the lock up provisions of the Underwriting Agreement), each of the TPG Investors shall have the right to make a written request from time to time (a “Demand Registration Request”) to the
Company for Registration of all or part of the Registrable Securities held by such TPG Investor. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration.”


  

	 	(b)	Each Demand Registration Request shall specify (x) the kind and aggregate amount of Registrable Securities to be registered, and (y) the intended method or methods of disposition thereof. 


  
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	 	(c)	Upon receipt of the Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (but in no event more than 90 days after receipt of the Demand Request) (a “Demand
Registration Statement”), as specified in the Demand Registration Request for such Demand Registration, relating to such Demand Registration, and use its reasonable best efforts to cause such Demand Registration Statement to be promptly
declared effective under the Securities Act. 

 Section 3.1.2. Limitation on Demand Registrations.
The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding forty-five (45) days (unless
otherwise consented to by the Company’s Board of Directors). 
 Section 3.1.3. Preemption. If not more than
thirty (30) days prior to receipt of a Demand Registration Request the Company shall have (i) circulated to prospective underwriters and their counsel a draft of a Registration Statement for a primary offering of equity securities on
behalf of the Company; (ii) solicited bids for a primary offering of shares of Common Stock; or (iii) otherwise reached an understanding with an underwriter with respect to a primary offering of shares of Common Stock, the Company may
preempt the Demand Registration with such primary offering by delivering written notice of such intention (the “Preemption Notice”) to the Demanding Holder within two (2) Business Days after the Company has received the Demand
Registration Request. The period of preemption may be up to thirty (30) days following the date of the Preemption Notice. Notwithstanding anything to the contrary herein, the Company shall not be entitled to exercise its right to preempt a
Demand Registration pursuant to this Section 3.1.3 more than once in any twelve (12)-month period. 

Section 3.1.4. Demand Notice. Promptly upon receipt of a Demand Registration Request pursuant to Section 3.1.1
(but in no event more than two (2) Business Days thereafter), the Company shall deliver a written notice (a “Demand Notice”) of any such Demand Registration Request and the Company’s intention to file a Demand Registration
Statement to all other Holders, which shall be provided to the Holders as soon as practicable in advance of the filing of the Demand Registration Statement (but in no event less than five (5) days prior to the proposed date of filing of such
Registration Statement), and the Demand Notice shall offer each such Holder the opportunity to include in the Demand Registration that number of Registrable Securities as each such Holder may request in writing. The Company shall include in the
Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within five (5) days after the date that the Demand Notice was delivered. 

Section 3.1.5. Demand Withdrawal. A Demanding Holder and any other Holder that has requested its Registrable
Securities be included in a Demand Registration pursuant to Section 3.1.4 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of
the applicable Demand Registration Statement or in the case of an 

  
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underwritten Public Offering, prior to the Registration Statement’s latest effective date with regard to the Demand Registration (as determined for purposes of Rule 430B(f)(2) under the
Securities Act). Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to all of the Registrable Securities included by such Demanding Holder(s)
in such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement and shall provide prompt written notice related thereto to any other Holder that has requested its Registrable
Securities to be included as part of the Demand Registration. 
 Section 3.1.6. Effective Registration. The
Company shall use reasonable best efforts to cause the Demand Registration Statement to remain effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such
Demand Registration Statement have been sold or withdrawn), or, if such Demand Registration Statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriter or underwriters a Prospectus is
required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer. 

Section 3.1.7. Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use
of a Demand Registration Statement at any time would require the Company, in its good faith judgment, to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial
effectiveness of, or suspend use of, the Demand Registration Statement (a “Demand Suspension”); provided, however, that the Company shall not be permitted to exercise a Demand Suspension (i) more than once during
any twelve (12)-month period or (ii) for a period exceeding thirty (30) days on any one occasion. Any such determination shall be evidenced by a resolution of the Board of Directors of the Company and delivered at such time to the
Demanding Holder. In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to
above. The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders
such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or make amendments to the Demand Registration Statement, if required by the registration form
used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of
Registrable Securities that are included in such Demand Registration Statement or by the TPG Investors. Notwithstanding any term of Section 3.1.3 or this Section 3.1.7, in no event may the Company exercise the rights under Sections 3.1.3
or 3.1.7 to cause preemption or postponement of the filing of a Demand Registration Statement or the postponement of the effectiveness or suspension of the use thereof for more than thirty (30) consecutive days, unless written consent has
been provided by the TPG Investors. 

  
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 Section 3.1.8. Priority of Securities Registered Pursuant to Demand
Registrations. If the managing underwriter or underwriters of a proposed underwritten Public Offering of the Registrable Securities included in a Demand Registration, advise the Company in writing that, in its or their opinion, the number of
securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the
market for the securities offered, then the number of Registrable Securities to be included in such Demand Registration shall be allocated pro rata among the Holders that have requested to participate in such Demand Registration on the
basis of the relative number of Registrable Securities then held by each such Holder, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriter
or underwriters; provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner. 

Section 3.1.9. Resale Rights. In the event that any TPG Investor requests to participate in a Registration pursuant
to this Section 3.1 in connection with a distribution of Registrable Securities to its partners or members, the Registration shall provide for resale by such partners or members, if requested by such TPG Investor. 

Section 3.2. Shelf Registration. 

Section 3.2.1. Request for Shelf Registration. 

 

	 	(a)	Upon the written request of any TPG Investor from time to time following the one (1) year anniversary of the IPO (a “Shelf Registration Request”), the Company shall promptly file (but in no event
more than ninety (90) days after receipt of the Shelf Registration Request) with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act (“Shelf Registration Statement”) relating to the offer and
sale of Registrable Securities by any Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and the Company shall use its reasonable best efforts to
cause such Shelf Registration Statement to promptly become effective under the Securities Act. Any such Registration pursuant to a Shelf Registration Request shall hereinafter be referred to as a “Shelf Registration.”


  

	 	(b)	If on the date of the Shelf Registration Request: (i) the Company is a WKSI, then the Shelf Registration Request shall request Registration of an unspecified amount of Registrable Securities and any other
securities to be registered by the Company; and (ii) the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered. 


  
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 Section 3.2.2. Shelf Registration Notice. Promptly upon receipt of a
Shelf Registration Request (but in no event more than two (2) Business Days thereafter), the Company shall deliver a written notice (a “Shelf Registration Notice”) of any such request to all other Holders, which notice shall
specify, if applicable, the amount of Registrable Securities to be registered, and if the Company is not a WKSI, the Shelf Registration Notice shall offer each such Holder the opportunity to include in the Shelf Registration that number of
Registrable Securities as each such Holder may request in writing. The Company shall include in such Shelf Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within five
(5) days after the date that the Shelf Registration Notice has been delivered. 
 Section 3.2.3. Continued
Effectiveness. The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming part of the Shelf Registration Statement to be
usable by Holders until the earlier of: (i) the date as of which all of the TPG Investors’ Registrable Securities have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act
(but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and (ii) the date as of which no TPG Investor holds Registrable Securities (such period of effectiveness, the
“Shelf Period”). Subject to Section 3.2.4, the Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any
action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless
such action or omission is required by applicable law. 
 Section 3.2.4. Suspension of Registration. If the
continued use of such Shelf Registration Statement at any time would require the Company, in its good faith judgment, to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the
Shelf Registration Statement (a “Shelf Suspension”); provided, however, that the Company shall not be permitted to exercise a Shelf Suspension (i) more than one time during any twelve (12)-month period, or
(ii) for a period exceeding thirty (30) days on any one occasion. Any such determination shall be evidenced by a resolution of the Board of Directors of the Company and delivered at such time to the TPG Investor. In the case of a Shelf
Suspension, the Holders agree to suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall
immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of
the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the
Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the TPG Investors. 

  
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 Section 3.2.5. Shelf Takedown. 

 

	 	(a)	At any time during which the Company has an effective Shelf Registration Statement with respect to the TPG Investor’s Registrable Securities, by notice to the Company specifying the intended method or methods of
disposition thereof, such TPG Investor may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of such Holder’s
Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose. 


 

	 	(b)	 Promptly upon receipt of a Shelf Takedown Request (but in no event more than two (2) Business Days thereafter) for any Underwritten Shelf
Takedown, the Company shall deliver a notice (a “Shelf Takedown Notice”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is
undesignated (each a “Potential Takedown Participant”). The Shelf Takedown Notice shall offer each such Potential Takedown Participant the opportunity to include in any Underwritten Shelf Takedown that number of Registrable
Securities as each such Potential Takedown Participant may request in writing. The Company shall include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which the Company has received written requests for inclusion
therein within two (2) Business Days after the date that the Shelf Takedown Notice has been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown
Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price
per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety-two percent (92%) of the closing price for the shares on their principal trading market on the
Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “Participation Conditions”). Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation
Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall
be determined by the TPG Investor; provided that if such Underwritten Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), each Potential




  
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Takedown Participant’s Pro Rata Portion shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the requirements set forth in this
Section 3.2.5. 

  

	 	(c)	The Company shall not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an Underwritten Shelf Takedown was consummated within the preceding forty five (45) days
(unless otherwise consented to by the Company’s Board of Directors). 

  

	 	(d)	If not more than thirty (30) days prior to receipt of a Shelf Takedown Request, the Company shall have (i) circulated to prospective underwriters and their counsel a draft of a Registration Statement for a
primary offering of equity securities on behalf of the Company; (ii) solicited bids for a primary offering of shares of Common Stock; or (iii) otherwise reached an understanding with an underwriter with respect to a primary offering of
shares of Common Stock, the Company may preempt the Shelf Takedown Request with such primary offering by a Preemption Notice to the TPG Investor within two (2) Business Days after the Company has received the Shelf Takedown Request. The period
of preemption may be up to forty five (45) days following the date of the Preemption Notice. Notwithstanding anything to the contrary herein, the Company shall not be entitled to exercise its right to preempt a Shelf Takedown Request pursuant
to this Section 3.2.5(d) more than once in any twelve (12)-month period. Notwithstanding any term of Section 3.2.4 or this Section 3.2.5(d), in no event may the Company exercise the rights under Sections 3.2.4 or 3.2.5(d) to
cause preemption or postponement related to the Shelf Registration for more than thirty (30) consecutive days, unless written consent has been provided by the TPG Investors. 


Section 3.2.6. Priority of Securities Sold Pursuant to Shelf Takedowns. If the managing underwriter or underwriters
of a proposed Underwritten Shelf Takedown pursuant to Section 3.2.5 advise the Company in writing that, in its or their opinion, the number of securities requested to be included in the proposed Underwritten Shelf Takedown exceeds the number
that can be sold in such Underwritten Shelf Takedown without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable
Securities to be included in such Underwritten Shelf Takedown shall be allocated pro rata among the Holders that have requested to participate in such Underwritten Shelf Takedown on the basis of the relative number of Registrable
Securities then held by each such Holder, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriter or underwriters; provided that any
securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner. 

  
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 Section 3.2.7. Resale Rights. In the event that a TPG Investor elects
to request a Registration pursuant to this Section 3.2 in connection with a distribution of Registrable Securities to its partners or members, the Registration shall provide for resale by such partners or members, if requested by such TPG
Investor. 
 Section 3.3. Piggyback Registration. 

Section 3.3.1. Participation. If the Company at any time proposes to file a Registration Statement under the
Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Sections 3.1 or 3.2, (ii) a Registration
on Form S-4 or Form S-8 or any successor form to such Forms or (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other
employee benefit plan arrangement), then, as soon as practicable (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement or, in the case of any such Public Offering, the anticipated
pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to all Holders, and such Piggyback Notice shall offer the Holders the opportunity to register under such
Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 3.3.2, the Company shall include in
such Registration Statement or in such Public Offering as applicable, all such Registrable Securities that are requested to be included therein within five (5) days after the receipt by such Holder of any such notice; provided,
however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade
date of such Public Offering, the Company shall determine for any reason not to register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder of Registrable
Securities and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its
obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an
Underwritten Shelf Takedown under Section 3.2, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case
may be, shall be permitted to delay registering or selling any Registrable Securities, for the same period as the delay in registering or selling such other securities. If the offering pursuant to such Registration Statement or Public Offering is to
be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may,
participate in such underwritten offering. If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1
shall, and the Company shall make such 

  
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arrangements so that each such Holder may, participate in such offering on such basis. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable
Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a
Public Offering, at least two (2) Business Days prior to the earlier of the anticipated filing of the “red herring” Prospectus, if applicable, and the anticipated pricing or trade date. 

Section 3.3.2. Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed
offering of Registrable Securities included in a Piggyback Registration informs the Company and participating Holders of Registrable Securities in writing that, in its or their opinion, the number of securities that such Holders and any other
Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities
offered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company or (subject to Section 3.7) any Person (other than a Holder of Registrable Securities)
exercising a contractual right to demand Registration, as the case may be, proposes to sell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the
opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the
relative number of Registrable Securities then held by each such Holder (provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like
manner) and (iii) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration. 

Section 3.3.3. No Effect on Other Registrations. No Registration of Registrable Securities effected pursuant to a
request under this Section 3.3 shall be deemed to have been effected pursuant to Sections 3.1 and 3.2 or shall relieve the Company of its obligations under Sections 3.1 and 3.2. 

Section 3.4. Lock-Up Agreements. In connection with each Registration or sale of Registrable Securities pursuant to
Section 3.1, 3.2 or 3.3 conducted as an underwritten Public Offering, each Holder agrees, if requested, to become bound by and to execute and deliver such lock-up agreement with the underwriter(s) of such Public Offering restricting such
Holder’s right to (a) Transfer, directly or indirectly, any Registrable Securities or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Registrable Securities, as
is entered into by the TPG Investors with the underwriter(s) of such Public Offering; provided, however, that no Holder shall be required to enter into a lock-up agreement covering a period of greater than ninety (90) days after
the date of the final Prospectus relating to such offering. Notwithstanding the foregoing, such lock-up agreement shall not apply to (i) distributions-in-kind to a TPG Investor’s partners or members; (ii) Transfers to Affiliates, but
only if such Affiliates agree to be bound by the restrictions herein; or (iii) Transfers to Permitted Transferees of such Holder in accordance with the terms of this Agreement. 

  
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 Section 3.5. Registration Procedures. 

Section 3.5.1. Requirements. In connection with the Company’s obligations under Sections 3.1, 3.2 and 3.3, the
Company shall use its reasonable best efforts to effect such Registration and to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and
in connection therewith the Company shall: 
  

	 	(a)	prepare the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and, before filing a Registration Statement or Prospectus or any
amendments or supplements thereto, (x) furnish to the underwriters, if any, and to the Holders of the Registrable Securities covered by such Registration Statement, copies of all documents prepared to be filed, which documents shall be subject
to the review of such underwriters and such Holders and their respective counsel, (y) make such changes in such documents concerning the Holders prior to the filing thereof as such Holders, or their counsel, may reasonably request and
(z) except in the case of a Registration under Section 3.3, not file any Registration Statement or Prospectus or amendments or supplements thereto to which the TPG Investors, or the underwriters, if any, shall reasonably object;


  

	 	(b)	prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and supplements to the Prospectus as may be (x) reasonably requested by the TPG Investors with Registrable
Securities covered by such Registration Statement, (y) reasonably requested by any participating Holder (to the extent such request relates to information relating to such Holder), or (z) necessary to keep such Registration Statement
effective for the period of time required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in
accordance with the intended method or methods of disposition by the sellers thereof set forth in such Registration Statement; 

  

	 	(c)	 notify the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such notice in writing and provide
copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (a) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the
applicable Prospectus or any amendment or supplement thereto has been filed, (b) of any written comments by the SEC, or any request by the SEC or other federal or state governmental authority for amendments or supplements to such Registration
Statement or such Prospectus, or for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence with the SEC relating to, or which may




  
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affect, the Registration, (c) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory
authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (d) if, at any time, the representations and warranties of the Company in any applicable
underwriting agreement cease to be true and correct in all material respects and (e) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose; 

  

	 	(d)	promptly notify each selling Holder of Registrable Securities and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which the applicable
Registration Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such
Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration
Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, as promptly as reasonably practicable thereafter,
prepare and file with the SEC, and furnish without charge to the selling Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus, which shall correct such misstatement or
omission or effect such compliance; 

  

	 	(e)	to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any Shelf Registration Statement, the Company shall include in such Shelf Registration
Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that
the Holders may be added to such Shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment; 


 

	 	(f)	use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order or notice preventing or suspending the use of any preliminary or final Prospectus; 


 

	 	(g)	 promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as the managing




  
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underwriter or underwriters and the Holders of a majority of Registrable Securities being sold agree should be included therein relating to the plan of distribution with respect to such
Registrable Securities; and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such
Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment; 

  

	 	(h)	furnish to each selling Holder of Registrable Securities and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably request of the applicable Registration
Statement and any amendment or post-effective amendment or supplement thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);


  

	 	(i)	deliver to each selling Holder of Registrable Securities and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary prospectus) and any amendment or supplement
thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter (it being understood that the Company shall consent to the use
of such Prospectus or any amendment or supplement thereto by each of the selling Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement
thereto); 

  

	 	(j)	on or prior to the date on which the applicable Registration Statement becomes effective, use its reasonable best efforts to register or qualify, and cooperate with the selling Holders, the managing underwriter or
underwriters, if any, and their respective counsel, in connection with the Registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction as any
such selling Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such Registration or qualification in
effect for such period as required by Section 3.1 or Section 3.2, as applicable, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject; 

  

	 	(k)	cooperate with the selling Holders and the managing underwriter or underwriters, if any, to enable the Registrable Securities to be in such denominations and registered in such names as the managing underwriters may
request at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters; 


  
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	 	(l)	use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities; 

  

	 	(m)	not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities if other than the CUSIP for publicly traded Common Stock; 


 

	 	(n)	make such representations and warranties to the Holders being registered, and the underwriters or agents, if any, in form, substance and scope as are customarily made by issuers in public offerings similar to the
offering then being undertaken; 

  

	 	(o)	enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as any TPG Investor or the managing underwriter or underwriters, if any, reasonably request in
order to expedite or facilitate the Registration and disposition of such Registrable Securities; 

  

	 	(p)	obtain for delivery to the Holders being registered and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the most recent effective date of the Registration Statement
or, in the event of an underwritten Public Offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Holders or underwriters, as the case may
be, and their respective counsel; 

  

	 	(q)	in the case of an underwritten Public Offering, (a) obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Holders included in such Registration or sale, a comfort
letter from the Company’s independent certified public accountants or independent auditors (and, if necessary, any other independent certified public accountants or independent auditors of any subsidiary of the Company or any business acquired
by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement) in customary form and covering such matters of the type customarily covered by comfort letters as the managing
underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement and (b) obtain the required consents from the Company’s independent
certified public accountants and, if applicable, independent auditors to include the accountants’ or auditors’ report, as applicable, relating to the specified financial statements in the Registration Statement and to be named as an expert
in the Registration Statement; 


  
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	 	(r)	cooperate with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to
be made with FINRA; 

  

	 	(s)	use its reasonable best efforts to comply with all applicable securities laws and, if a Registration Statement was filed, make available, including through the SEC’s EDGAR filing system or any successor system, to
its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder; 


 

	 	(t)	provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such
Registration Statement; 

  

	 	(u)	use its best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which the Company’s Common Stock is then listed or quoted and on
each inter-dealer quotation system on which the Company’s Common Stock is then quoted. 

  

	 	(v)	 make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the majority of
the Holders covered by the applicable Registration Statement, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by such Holders or any
such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have
certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Registration Statement; provided,
however, that any such Person gaining access to information regarding the Company pursuant to this Section 3.5.1(v) shall agree to hold in strict confidence and shall not make any disclosure or use any information regarding the Company
that the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (a) the release of such information is requested or required (by deposition, interrogatory, requests for information or
documents by a governmental entity, subpoena or similar process), (b) disclosure of such information, in the opinion of counsel to such Person, is otherwise 



  
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required by law, (c) such information is or becomes publicly known other than through a breach of this or any other agreement of which such Person has knowledge, (d) such information is
or becomes available to such Person on a non-confidential basis from a source other than the Company or (e) such information is independently developed by such Person; 


 

	 	(w)	in the case of a marketed Public Offering, cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing
underwriter or underwriters in any such offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; 


 

	 	(x)	take no direct or indirect action prohibited by Regulation M under the Exchange Act; 

  

	 	(y)	take all reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any Registration complies in all material respects with the Securities Act, is filed in accordance with the
Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus, will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and 

  

	 	(z)	take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement.


 Section 3.5.2. Company Information Requests. The Company may require each seller of Registrable
Securities as to which any Registration or sale is being effected to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder and its ownership of Registrable Securities
as the Company may from time to time reasonably request in writing and the Company may exclude from such Registration or sale the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time
after receiving such request. Each Holder of Registrable Securities agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

 Section 3.5.3. Discontinuing Registration. Each Holder of Registrable Securities agrees that, upon receipt of
any notice from the Company of the happening of any event of the kind described in Section 3.5.1(d), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement such Holder’s receipt
of the copies of the supplemented or amended Prospectus contemplated by Section 3.5.1(d), or until such Holder is advised in writing by the Company that the 

  
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use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus, or any amendments or supplements
thereto, and if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of
days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended
Prospectus contemplated by Section 3.5.1(d) or is advised in writing by the Company that the use of the Prospectus may be resumed. 

Section 3.6. Underwritten Offerings. 

Section 3.6.1. Shelf and Demand Registrations. If requested by the underwriters for any underwritten Public
Offering, pursuant to a Registration or sale under Sections 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the TPG
Investors and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than
those provided in Section 3.9. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the
reasonable suggestions of the Company regarding the form thereof. Such Holders to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall: (i) contain such representations and
warranties by, and the other agreements on the part of, the Company to and for the benefit of such Holders as are customarily made by issuers to selling stockholders in public offerings similar to the applicable offering; and (ii) provide that
any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders. Any such Holder shall not be required to make any representations
or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of
distribution and any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such offering. 

Section 3.6.2. Piggyback Registrations. If the Company proposes to register or sell any of its securities under the
Securities Act as contemplated by Section 3.3 and such securities are to be distributed through one or more underwriters, the Company shall, if requested by any Holder of Registrable Securities pursuant to Section 3.3 and, subject to the
provisions of Section 3.3.2, use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in 

  
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such Registration or sale all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration or
sale. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and
warranties by, and the other agreements on the part of, the Company to and for the benefit of such Holders as are customarily made by issuers to selling stockholders in secondary public offerings and (ii) provide that any or all of the
conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders. Any such Holder shall not be required to make any representations or warranties to
or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities and such Holder’s intended method of distribution or any other
representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such offering. 

Section 3.6.3. Participation in Underwritten Registrations. Subject to the provisions of Section 3.6.1 and
Section 3.6.2 above, no Person may participate in any underwritten Public Offering, hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the
Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. 

Section 3.6.4. Selection of Underwriters. In the case of an underwritten Public Offering, under Sections 3.1 or
3.2, the managing underwriter or underwriters to administer the offering shall be determined by the TPG Investors; provided that such underwriter or underwriters shall be reasonably acceptable to the Company. 

Section 3.7. No Inconsistent Agreements; Additional Rights. Neither the Company nor any of its subsidiaries shall hereafter enter
into, and neither the Company nor any of its subsidiaries is currently a party to, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement. Without the prior written consent of the
TPG Investors holding a majority of the aggregate number of shares of Common Stock then held by the TPG Investors and their Affiliates, the Company shall not grant to any Person any registration rights with respect to any of its equity securities,
including its Common Stock, or any securities convertible or exchangeable into or exercisable for such equity securities that are more favorable than the then-current registration rights of the TPG Investors; provided that consent shall not
be required from the TPG Investors at any time after the date on which the TPG Investors beneficially own, collectively, less than two percent (2%) of the Company’s then-outstanding common stock. The Company hereby represents and warrants
that, as of the date hereof, no registration or similar rights have been granted to any other Person other than pursuant to this Agreement. 

Section 3.8. Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement
shall be paid by the Company, including 

  
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(i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (ii) all fees and expenses in connection with
compliance with any securities or “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, duplicating,
word processing, messenger, telephone, facsimile and delivery expenses, (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and any subsidiaries
of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance), (v) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require
in accordance with then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer
quotation system, (vii) all applicable rating agency fees with respect to the Registrable Securities, (viii) all reasonable fees and disbursements of one (1) law firm or other counsel selected by the Holders of a majority of the
Registrable Securities being registered (if such firm or counsel agrees to represent both the TPG Investors and the other Holders of Registrable Securities being registered), otherwise, up to two (2) such law firms or counsels, one law firm or
other counsel selected by the TPG Investors and one law firm or other counsel selected by the other Holders of a majority of the Registrable Securities being registered, (ix) all fees and expenses of accountants selected by the Holders of a
majority of the Registrable Securities being registered, (x) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (xi) all fees and expenses incurred in connection with the
distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, (xii) all fees and expenses of any special experts or other Persons retained by the Company in connection
with any Registration or sale, (xiii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xiv) all expenses related to the
“road-show” for any underwritten Public Offering (including the reasonable out-of-pocket expenses of the TPG Investors), including all travel, meals and lodging. All such expenses are referred to herein as “Registration
Expenses”. The Company shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and
commissions and transfer taxes, if any, attributable to the sale of Registrable Securities. 
 Section 3.9. Indemnification.

 Section 3.9.1. Indemnification by the Company. The Company shall indemnify and hold harmless, to the full
extent permitted by law, each Holder of Registrable Securities, each shareholder, member, limited or general partner thereof, each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of
their respective Affiliates, officers, directors, shareholders, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives
from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively
“Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a 

  
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material fact contained in any Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary
Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including any report
and other document filed under the Exchange Act, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary
Prospectus, in light of the circumstances under which they were made) not misleading or (iii) any violation or alleged violation by the Company or any of its subsidiaries of any federal, state, foreign or common law rule or regulation
applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or other document or report; provided, that no selling Holder shall be entitled to
indemnification pursuant to this Section 3.9.1 in respect of any untrue statement or omission contained in any information furnished in writing by such selling Holder to the Company specifically for inclusion in a Registration Statement that
has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim. This indemnity shall be in addition to any liability the Company may otherwise have. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the Transfer of such securities by such Holder. The Company shall also indemnify
underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties. 

Section 3.9.2. Indemnification by the Selling Holder of Registrable Securities. Each selling Holder of Registrable
Securities agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or the
Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final,
preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement
or omission is contained in any information furnished in writing by such selling Holder to the Company specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the
sale of the Registrable Securities to the Person asserting the claim. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder
under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 3.9.4 

  
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and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale. Each selling Holder shall be entitled to receive
indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information
furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. 

Section 3.9.3. Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder shall
(i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its
obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed in writing to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim
within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (iii) the indemnified party has reasonably concluded (based upon
advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (iv) in the reasonable judgment of any such Person
(based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not
have the right to settle such action without the consent of the indemnified party. No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation without the prior written consent of such indemnified party. If such defense is not assumed by the indemnifying
party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld. It is understood that the indemnifying party or parties shall not,
except as specifically set forth in this Section 3.9.3, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate counsel
admitted to practice in such jurisdiction at any one time unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on
the advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict or potential 


  
 - 25 - 








 
conflict exists or may exist (based upon advice of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying party
shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels. 
 Section 3.9.4.
Contribution. If for any reason the indemnification provided for in Section 3.9.1 and Section 3.9.2 is unavailable to an indemnified party (other than as a result of exceptions contained in Section 3.9.1 and Section 3.9.2)
or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative
fault of the indemnifying party, on the one hand, and the indemnified party or parties, on the other hand, in connection with the acts, statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. In
connection with any Registration Statement filed with the SEC by the Company, the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, shall be determined by reference to, among other things,
whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 3.9.4 were determined by
pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 3.9.4. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party as a result of the Losses referred to in
Sections 3.9.1 and 3.9.2 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 3.9.4, in connection with any Registration Statement filed by the Company, a selling Holder of Registrable Securities shall not be required to contribute any amount in excess of the dollar amount
of the net proceeds received by such holder under the sale of Registrable Securities giving rise to such contribution obligation less any amounts paid by such Holder pursuant to Section 3.9.2 and any amounts paid by such Holder as a result of
liabilities incurred under the underwriting agreement, if any, related to such sale. In addition, in no event shall a Holder be required to contribute pursuant to this Section 3.9.4 unless such Holder would have had an indemnification obligation
pursuant to Section 3.9.2, if such Section 3.9.2 were applicable, in respect of a Loss (or action in respect thereof) giving rise to such contribution obligation. If indemnification is available under this Section 3.9, the indemnifying parties
shall indemnify each indemnified party to the full extent provided in Sections 3.9.1 and 3.9.2 hereof without regard to the provisions of this Section 3.9.4. The remedies provided for in this Section 3.9 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. 
 Section 3.10.
Rules 144 and 144A and Regulation S. The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not
required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be


  
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permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time or any similar rule or regulation hereafter
adopted by the SEC), and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under
the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by (i) Rules 144, 144A or Regulation S under the Securities Act, as such rules may be amended from time
to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such
requirements and, if not, the specifics thereof. 
 Section 3.11. Existing Registration Statements. Notwithstanding anything
herein to the contrary and subject to applicable law and regulation, the Company may satisfy any obligation hereunder to file a Registration Statement or to have a Registration Statement become effective by a specified date by designating, by notice
to the Holders, a Registration Statement that previously has been filed with the SEC or become effective, as the case may be, as the relevant Registration Statement for purposes of satisfying such obligation, and all references to any such
obligation shall be construed accordingly; provided that such previously filed Registration Statement may be amended or, subject to applicable securities laws, supplemented to add the number of Registrable Securities, and, to the extent
necessary, to identify as selling stockholders those Holders demanding the filing of a Registration Statement pursuant to the terms of this Agreement. To the extent this Agreement refers to the filing or effectiveness of other Registration
Statements, by or at a specified time and the Company has, in lieu of then filing such Registration Statements or having such Registration Statements become effective, designated a previously filed or effective Registration Statement as the relevant
Registration Statement for such purposes, in accordance with the preceding sentence, such references shall be construed to refer to such designated Registration Statement, as amended. 

ARTICLE IV 

MISCELLANEOUS 

Section 4.1. Authority; Effect. Each party hereto represents and warrants to and agrees with each other party that the execution
and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to such party or by which its assets are
bound. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company and its
subsidiaries shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement. 

  
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 Section 4.2. Notices. Any notices, requests, demands and other communications
required or permitted in this Agreement shall be effective if in writing and (i) delivered personally, (ii) sent by facsimile or e-mail, or (iii) sent by overnight courier, in each case, addressed as follows: 

If to the Company to: 
  

			
	Surgical Care Affiliates, Inc.
	3000 Riverchase Galleria, Suite 500
	Birmingham, AL 35244
	Attention:	  	General Counsel
	Facsimile:	  	(205) 439-4929
	E-mail:	  	rich.sharff@scasurgery.com

 with a copy (which shall not constitute notice) to: 
  


			
	Cleary Gottlieb Steen & Hamilton LLP
	One Liberty Plaza
	New York, New York 10006
	Attention:	  	David Lopez
		  	Helena Grannis
	Facsimile:	  	(212) 225-3999
	E-mail:	  	dlopez@cgsh.com
		  	hgrannis@cgsh.com

 If to the TPG Investors to: 
  

			
	TPG Global, LLC
	301 Commerce Street, Suite 3300
	Fort Worth, TX 76102
	Attention:	  	Ronald Cami
	Facsimile:	  	(415) 743-1501
	E-mail:	  	rcami@tpg.com

 with a copy (which shall not constitute notice) to: 
  


			
	Cleary Gottlieb Steen & Hamilton LLP
	One Liberty Plaza
	New York, New York 10006
	Attention:	  	David Lopez
		  	Helena Grannis
	Facsimile:	  	(212) 225-3999
	E-mail:	  	dlopez@cgsh.com
		  	hgrannis@cgsh.com

 If to any Existing Members, to: 
  

			
	c/o Surgical Care Affiliates, Inc.
	3000 Riverchase Galleria, Suite 500
	Birmingham, AL 35244
	Attention:	  	General Counsel
	Facsimile:	  	(205) 439-4929
	E-mail:	  	rich.sharff@scasurgery.com


  
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 Notice to the holder of record of any Registrable Securities shall be deemed to be notice to the
holder of such securities for all purposes hereof. 
 Unless otherwise specified herein, such notices or other communications shall be
deemed effective (i) on the date received, if personally delivered, (ii) on the date received if delivered by facsimile or e-mail on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and
(iii) two (2) Business Days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto. 

Section 4.3. Termination and Effect of Termination; Opt-Out. 

Section 4.3.1. Termination and Effect of Termination. This Agreement shall terminate, except for the provisions of
Sections 3.9 and 3.10 that shall survive any such termination, upon the date that is the earlier to occur of (i) the date on which no Holder holds any Registrable Securities or (ii) the date on which the Company is no longer subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act and is no longer otherwise required to report on an annual or quarterly basis on forms provided for such annual or quarterly reporting pursuant to the rules and
regulations promulgated by the SEC. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to
Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination. 

Section 4.3.2. Opt-Out. Any Holder may deliver a written notice (an “Opt-Out Notice”) to the
Company requesting that such Holder be relieved of its rights and obligations under this Agreement and that the Company is also relieved of its rights and obligations under this Agreement with respect to such Holder. Once delivered, the Opt-Out
Notice shall be non-revocable, unless the Company and the TPG Investor, in their sole discretion, each agree, in writing, to allow such Holder to revoke its Opt-Out Notice. Following receipt of an Opt-Out Notice from a Holder, the Holder shall be
relieved of its obligations hereunder and the Company shall no longer be required to deliver to such Holder any notices required to be delivered under this Agreement by the Company to such Holder and such Holder shall no longer be entitled to
participate in any Public Offering. 
 Section 4.4. Permitted Transferees. Without prejudice to any other or similar conditions
imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.4 will be effective unless the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the
Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee will be bound by, and will be a party to, this Agreement. A Permitted Transferee to whom rights are transferred
pursuant to this Section 4.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 4.4. 

  
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 Section 4.5. Remedies. The parties to this Agreement shall have all remedies
available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies that
may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be
appropriate in the circumstances. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy,
nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any
other breach or default occurring before or after that waiver. 
 Section 4.6. Amendments. This Agreement may be amended,
modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the TPG Investor; provided, however, that any amendment, modification, extension or termination that
disproportionately and materially adversely affects any of the Existing Members shall require the prior written consent of the chief executive officer of the Company. Each such amendment, modification, extension or termination shall be binding upon
each party hereto and each Other Holder. In addition, each party hereto may waive any right hereunder by an instrument in writing signed by such party. 

Section 4.7. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject
matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic
substantive laws of any other jurisdiction. 
 Section 4.8. Consent to Jurisdiction. Each party to this Agreement, by its
execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise),
inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any
of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or
execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (iii) hereby agrees not to commence or maintain
any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the
above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any
court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. 

  
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Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this
Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the
above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail,
return receipt requested, at its address specified pursuant to Section 4.2 hereof is reasonably calculated to give actual notice. 

Section 4.9. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY
WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY,
PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 4.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. 

Section 4.10. Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its
subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs,
representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the
prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void. 

Section 4.11. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one instrument. 
 Section 4.12. Severability. In the event that any provision
hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable
law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof. 

  
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 Section 4.13. No Recourse. Notwithstanding anything that may be expressed or implied
in this Agreement, the Company and each Holder covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director,
officer, employee, general or limited partner or member of any Holder or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or
other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder or any current or future
member of any Holder or any current or future director, officer, employee, partner or member of any Holder or of any Affiliate or assignee thereof, as such, for any obligation of any Holder under this Agreement or any documents or instruments
delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation. 

[Signature pages follow] 

  
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 IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused
this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written. 
  

			
	SURGICAL CARE AFFILIATES, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to Registration Rights Agreement] 







 
			
	TPG PARTNERS V, L.P.
		
	By:	 	TPG GenPar V, L.P.,
		 	its general partner
	By:	 	TPG GenPar V Advisors, LLC,
		 	its general partner
		
	By:	 	  

	Name:	 	Ronald Cami
	Title:	 	Vice President
	
	TPG FOF V-A, L.P.
		
	By:	 	TPG GenPar V, L.P.,
		 	its general partner
	By:	 	TPG GenPar V Advisors, LLC,
		 	its general partner
		
	By:	 	  

	Name:	 	Ronald Cami
	Title:	 	Vice President
	
	TPG FOF V-B, L.P.
		
	By:	 	TPG GenPar V, L.P.,
		 	its general partner
	By:	 	TPG GenPar V Advisors, LLC,
		 	its general partner
		
	By:	 	  

	Name:	 	Ronald Cami
	Title:	 	Vice President


 [Signature Page to Registration Rights Agreement] 








			
	EXISTING MEMBERS:
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to Registration Rights Agreement]