Filed by Bowne Pure Compliance





Exhibit 10.1




MEMBERSHIP INTEREST PURCHASE AGREEMENT




BY AND AMONG




RURAL HOSPITAL ACQUISITION, LLC,




AS THE BUYER




AND




CAROL SCHUSTER,




AS THE SELLER




AND




TRI-ISTHMUS GROUP, INC




SURGICAL CENTER ACQUISITION HOLDING, INC




RHA TISHOMINGO, LLC




RHA STROUD, LLC




RHA ANADARKO, LLC




MICHAEL SCHUSTER




AS THE ADDITIONAL PARTIES




 












 






MEMBERSHIP INTEREST PURCHASE AGREEMENT




Table of Contents




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I PURCHASE, SALE AND TRANSFER OF UNITS
	 	 	2	 
	 
	 	 	 	 
	1.1 Purchase, Sale and Transfer of the Schuster Units
	 	 	2	 
	1.2 Consideration
	 	 	2	 
	1.3 Closing
	 	 	2	 
	1.4 Closing Deliveries
	 	 	3	 
	1.5 Further Assurances
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER
	 	 	4	 
	 
	 	 	 	 
	2.1 Authority
	 	 	4	 
	2.2 Title to Schuster Units
	 	 	4	 
	2.3 No Violation
	 	 	4	 
	2.4 Governmental Authorizations
	 	 	5	 
	2.5 Full Disclosure
	 	 	5	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER
	 	 	5	 
	 
	 	 	 	 
	3.1 Organization
	 	 	5	 
	3.2 Authority
	 	 	5	 
	3.3 No Violation
	 	 	6	 
	3.4 Governmental Authorizations
	 	 	6	 
	3.5 Full Disclosure
	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV COVENANTS AND AGREEMENTS
	 	 	6	 
	 
	 	 	 	 
	4.1 Release of Claims
	 	 	6	 
	4.2 Termination of Certain Provisions of the 2007 Purchase Agreement
	 	 	6	 
	4.3 Lock-Up
	 	 	7	 
	4.4 Publicity
	 	 	7	 
	4.5 Transaction Costs
	 	 	7	 
	 
	 	 	 	 
	ARTICLE V MISCELLANEOUS
	 	 	8	 
	 
	 	 	 	 
	5.1 Notices
	 	 	8	 
	5.2 Attorneys’ Fees and Costs
	 	 	8	 
	5.3 Brokers
	 	 	8	 
	5.4 Severability
	 	 	8	 
	5.5 Counterparts
	 	 	8	 






 


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	 	 	Page	 
	 
	5.6 Interpretation
	 	 	8	 
	5.7 Assignment
	 	 	8	 
	5.8 Entire Agreement, Amendment
	 	 	9	 
	5.9 Specific Performance, Remedies Not Exclusive
	 	 	9	 
	5.10 GOVERNING LAW
	 	 	9	 
	5.11 Submission to Jurisdiction
	 	 	9	 
	5.12 Drafting
	 	 	10	 
	5.13 Usage
	 	 	10	 
	5.14 Survival
	 	 	10	 
	5.15 Certain Definitions
	 	 	10	 






Exhibits:




	 	 	 
	Exhibit A

	 	Note
	Exhibit B

	 	Guaranty
	Exhibit C

	 	Assignment of Membership Interest







 


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MEMBERSHIP INTEREST PURCHASE AGREEMENT




This Membership Interest Purchase Agreement (this “Agreement”) is made and entered
into as of December 11, 2008 (the “Closing Date”), by and between Rural Hospital
Acquisition, LLC., an Oklahoma Limited Liability Company (“Buyer”), and Carol Schuster, an
individual residing in Oklahoma (“Seller”). Tri-Isthmus Group, Inc., a Delaware
Corporation (“TIGroup”) Surgical Center Acquisition Holdings, Inc., a Nevada Corporation,
(“SCAH”) and RHA Tishomingo, an Oklahoma Limited Liability Company, (“RHA
Tishomingo”), RHA Stroud, an Oklahoma Limited Liability Company, (“RHA Stroud”), and
RHA Anadarko, an Oklahoma Limited Liability Company, (“RHA Anadarko”) and Mike Schuster all
join this Agreement for the limited purposes set forth herein. RHA Tishomingo, RHA Stroud, and RHA
Anadarko are sometimes referred to as the “Hospitals”. Buyer, TIGroup, SCAH, Hospitals,
and Seller, are each individually referred to herein from time to time as a “Party,” and
collectively as the “Parties.”



RECITALS




WHEREAS, Seller owns 49% of the total issued and outstanding voting membership units of Buyer
(the “Units”).



WHEREAS, Buyer wishes to purchase all of Units of Buyer owned by Seller.



WHEREAS, Upon completion of the transfer of the Units from Buyer to Seller, SCAH will become
the sole member of Buyer, which is the sole member of the Hospitals. As such, SCAH is benefiting
from the terms of this Agreement and executes this Agreement for the purposes set forth in
Section 4.



WHEREAS, TIGroup is the sole shareholder of SCAH and will benefit from the terms of this
Agreement. Upon completion of the transaction, TIGroup will have an indirect ownership interest in
those entities wholly-owned by SCAH. As such, TIGroup is guarantying all of the payments and the
promissory note described in Section 1.2 and also executes this agreement for the purposes
set forth in Section 4.



WHEREAS, Michael Schuster will receive substantial direct and indirect benefits from the
transactions contemplated by this Agreement, and the Buyer has required that Michael Schuster enter
into this Agreement as a condition to the Buyer’s execution hereof. As such, Michael Schuster is
benefiting from the terms of this Agreement and executes this Agreement for the purposes set forth
in Section 4.



 


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NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations,
warranties, covenants and agreements set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:



ARTICLE I

PURCHASE, SALE AND TRANSFER OF UNITS




1.1 Purchase, Sale and Transfer of the Schuster Units.



Pursuant to the terms and subject to the conditions set forth herein, Seller will sell 490,000
Units to Buyer, which constitute all of the Units owned by Seller (the “Schuster Units”),
for the consideration set forth in Section 1.2.



1.2 Consideration.



As consideration in full for the sale and purchase of the Schuster Units, Buyer shall pay to
Seller the sum of One Million Eight Hundred Thousand Dollars ($1,800,000.00) as follows:




(a) Cash in the amount of Three Hundred Thousand Dollars ($300,000.00) payable in six
(6) equal monthly installments of Fifty Thousand Dollars ($50,000) each, with the first
installment due on the Closing Date and subsequent installments due on the first day of each
of the next five (5) calendar months (the “Monthly Cash Payments”). TIGroup
absolutely and unconditionally guarantees the due and punctual payment of all amounts owed
by Buyer to Seller under this section. In the event that Buyer fails to make a Monthly Cash
Payment within fifteen (15) business days of its respective due date, TIGroup shall be
obligated to pay Seller the full amount of the unpaid Monthly Cash Payment plus a default
rate of interest at a rate of 12% per annum. In addition to the remedy set forth above, in
the event of a failure of Buyer to timely pay Seller on any Monthly Cash Payment prior to
the expiration of the fifteen (15) business day grace period set forth in the preceding
sentence, Seller can accelerate all Monthly Cash Payments to cause them to be immediately
due and payable by both Buyer and/or TIGroup without further notice or demand. Both Buyer
and TIGroup shall pay Seller’s reasonable attorney fees relating to any action to collect
payment from Buyer or TIGroup under this section.




(b) A promissory note in the original principal amount of One Million Five Hundred
Thousand Dollars ($1,500,000.00) substantially in the form attached hereto as
Exhibit A (the “Note”). RHA’s payments under the Note will be guaranteed by
TIGroup pursuant to a guaranty substantially in the form attached hereto as
Exhibit B. In the event that TIGroup receives aggregate net proceeds in excess of
$8,000,000 from [certain securities offerings] [*], the payments under the Note will be accelerated and the
principal amount still owing, together with accrued but unpaid interest will become due and
payable on the thirtieth (30th) day following the date on which the aggregate net
proceeds received by TIGroup [*] exceed $8,000,000.



1.3 Closing. The consummation of the sale and purchase of the Schuster Units (the
“Closing”) shall take place at the offices of Day, Edwards, Propester & Christensen, P.C.,
2900 Oklahoma Tower, 210 Park Avenue, Oklahoma City, Oklahoma 73102, or via Federal Express and
facsimile, as agreed by the Buyer and Sellers, at 2 p.m. local time on the Closing Date,
provided that all of the deliveries in Section 1.4 have been made or waived by the
parties to whom such delivery is required.


 


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1.4 Closing Deliveries. At the Closing:




(a) Seller will transfer the Schuster Units to Buyer, and deliver to Buyer certificates
or other documentation representing the Schuster Units and any other documents that are
necessary to transfer to Buyer good title to the Schuster Units, including, without
limitation, an Assignment of Membership Interest substantially in the form of
Exhibit C attached hereto (the “Assignment of Membership Interest”);




(b) Seller shall deliver the resignations of Seller and Michael Schuster from any and
all officer and manager positions occupied by either of them at Buyer and its Affiliates
effective as of the Closing Date;




(c) Buyer will pay the first Monthly Cash Payment to Seller by wire transfer or
delivery of other immediately available funds;




(d) Buyer will deliver the Note to Seller;




(e) Buyer shall deliver a document that reflects the transfer of Mike Schuster’s
employment contract from RHA to TIGroup or one of its Affiliates; and




(f) TIGroup shall deliver the guaranty to Seller of the Note and a corporate resolution
evidencing that TIGroup has the power and authority to enter into all agreements
contemplated herein.



1.5 Further Assurances. At or after the Closing, and without further consideration,
the Seller will execute and deliver to Buyer, such further instruments of conveyance and transfer
as Buyer may reasonably request in order more effectively to convey and transfer the Schuster Units
to Buyer. The Parties agree to cooperate reasonably with each other and with their respective
representatives in connection with any steps required to be taken as part of their respective
obligations under this Agreement before and after the Closing, and shall (a) furnish upon request
to each other such further information; (b) execute and deliver to each other such other documents;
and (c) do such other acts and things, all as any other Party may reasonably request for the
purpose of carrying out the intent of this Agreement and the transactions contemplated hereby.


 


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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER




As a material inducement to the Buyer to enter into this Agreement and consummate the
transactions contemplated hereby, the Seller, represents and warrants to the Buyer that the
statements contained in this Article II are true and correct as of the Closing Date to the
best of her knowledge, except as set forth on Seller’s Disclosure Schedule attached to this
Agreement and corresponding in number with the applicable section of this Agreement, and shall
survive the Closing and continue in full force and until the fourth anniversary of the Closing
Date.



2.1 Authority. Seller, has all requisite power, authority and capacity, corporate,
individual or otherwise, to execute, deliver and perform under this Agreement and the other
agreements, certificates and instruments to be executed by Seller in connection with or pursuant to
this Agreement (collectively, the “Seller Documents”). The execution, delivery and
performance by the Seller of each Seller Document to which Seller is a party has been duly
authorized by all necessary action, corporate or otherwise, on the part of the applicable Person.
This Agreement and the Seller Documents have been duly executed and delivered by Seller. This
Agreement and each of the other Seller Documents are the legal, valid and binding agreement of
Seller, enforceable against Seller in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
the enforcement of creditors’ rights generally and subject to general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity).



2.2 Title to Schuster Units. Seller owns of record and beneficially the Schuster
Units, free and clear of any obligation, lien, claim, pledge, security interest, liability, charge,
contingency or other encumbrance or claim of any nature other than what is on the unit certificate
representing the Schuster Units or in Buyer’s operating agreement (a “Lien”). Upon sale of
the Schuster Units and delivery of certificates or other documentation evidencing such Units (or
other transfer documents included in the Seller Documents) therefor to the Buyer hereunder, Buyer
will acquire the entire legal and beneficial interests in the Schuster Units, free and clear of any
Lien and subject to no legal or equitable restrictions of any kind, except as provided in the
Amended and Restated Operating Agreement of Buyer.



2.3 No Violation. Neither the execution or delivery of the Seller Documents nor the
consummation of the transactions contemplated thereby, including without limitation the issuance or
sale of the Purchased Units to the Buyer, will, to the Knowledge of Seller, conflict with or result
in the breach of any term or provision of, require any consent, approval, ratification, waiver,
notification, license, permit, order or other authorization (including any Governmental
Authorization (as defined in Section 2.4)) (collectively, “Consents”) or violate or
constitute a default under (or an event that with notice or the lapse of time or both would
constitute a breach or default), any third party the right to terminate or accelerate any
obligation under, any charter provision, bylaw, provision of the Amended and Restated Operating
Agreement, Amended and Articles of Organization, material contract, license or Law to which Seller
is a party or by which any assets of Buyer is in any way bound or obligated.


 


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2.4 Governmental Authorizations. To the knowledge of Seller, no Consent, franchise,
grant, identification or registration number, easement, variance, exemption or certificate issued,
granted, given or otherwise made available by or under the authority of, or registration,
qualification, designation, declaration or filing with, any nation, state, county, city, town,
village, district or other jurisdiction of any nature; federal, state, local, municipal, foreign or
other government; governmental or quasi-governmental agency, authority, commission, board or other
body of any nature (including any governmental branch, department, official or entity and any court
or other tribunal); multi-national organization or body; or body exercising, or entitled to
exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing
authority or power of any nature (collectively, each a “Governmental Entity”), or required
pursuant to any applicable Laws (collectively, each a “Governmental Authorization”), is
required on the part of the Seller in connection with the sale and purchase of the Schuster Units
or any of the other transactions contemplated by this Agreement, except for Governmental
Authorizations required to be obtained from state and federal Governmental Entities in connection
with Buyer’s acquisition of the Schuster Units, including, without limitation, the Oklahoma
Department of Health and the Centers for Medicare & Medicaid Services (“CMS”).



2.5 Full Disclosure. No representation or warranty of the Seller contained in this
Agreement, and nothing set forth herein or in the exhibits attached hereto, or in any document
furnished or to be furnished to the Buyer at the Closing, or in any other information or materials
delivered by the Seller (when read together), contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements contained herein or
therein not misleading in light of the circumstances under which they were made. The Seller has
disclosed to the Buyer all facts and information material to the proposed purchase of the Schuster
Units that are known to Seller.



ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE BUYER




The Buyer represents and warrants to the Seller that the statements contained in this
Article III (as supplemented by the Buyer Disclosure Schedules referenced herein, if any)
are true and correct as of the Closing Date and shall survive the Closing and continue in full
force and until the fourth anniversary of the Closing Date.



3.1 Organization. The Buyer is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Oklahoma.



3.2 Authority. The Buyer has all requisite power and authority, corporate or
otherwise, to execute, deliver and perform under this Agreement and the other agreements,
certificates and instruments to be executed by the Buyer in connection with or pursuant to this
Agreement (collectively, the “Buyer Documents”). The execution, delivery and performance
by Buyer of each Buyer Document have been duly authorized by all necessary action, corporate or
otherwise, on the part of Buyer. This Agreement and the other Buyer Documents have been duly
executed and delivered by Buyer. This Agreement and the other Buyer Documents are a legal, valid
and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or
similar laws affecting the enforcement of creditors’ rights generally and subject to
general principles of equity (regardless of whether enforcement is sought in a proceeding at
law or in equity).


 


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3.3 No Violation. The execution, delivery and performance of the Buyer Documents by
the Buyer will not conflict with or result in the breach of any term or provision of, or violate or
constitute a default under any charter provision or bylaw or under any material agreement, order or
Law to which Buyer is a party or by which Buyer is in any way bound or obligated.



3.4 Governmental Authorizations. Except to the extent required in connection with any
of the Governmental Authorizations required on the part of the Seller as described in
Section 2.10, or as required by any applicable securities laws, no Governmental
Authorization is required on the part of any Buyer in connection with the transactions contemplated
by this Agreement.



3.5 Full Disclosure. No representation or warranty of the Buyer contained in this
Agreement, and nothing set forth herein or in the exhibits attached hereto, or in any document
furnished or to be furnished to the Seller at the Closing, or in any other information or materials
delivered by the Buyer to the Seller (when read together), contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the statements contained
herein or therein not misleading in light of the circumstances under which they were made.



ARTICLE IV

COVENANTS AND AGREEMENTS




4.1 Release of Claims. In consideration for the agreements hereunder and the release
obtained hereby, each of the Parties to this Agreement irrevocably and unconditionally release,
forever discharge, and covenant not to sue, or bring any other legal action against another Party
with respect to any and all claims, damages, liens, or causes of action of any nature, both past
and present, known and unknown, foreseen and unforeseen, liquidated or unliquidated which a Party
has or which could be asserted on a Party’s behalf by any other person or entity, resulting from or
relating to any breach or alleged breach by another Party of a representation or warranty contained
in Sections 2.1 – 2.29, 2.33 – 2.35, 3.1 – 3.5 or
3.9 of that certain Membership Interest Purchase Agreement dated as of October 30, 2007
(the “2007 Purchase Agreement”) by and among the Parties, except for claims arising from
fraud, willful misconduct or a Party’s indemnification obligations. This mutual release runs to
the benefit of all attorneys, agents, employees, officers, directors, shareholders, partners,
heirs, assigns, and legal representatives of the Parties. It is acknowledged that all Parties are
receiving consideration pursuant to the terms of this Agreement and that this release is binding on
all Parties. This release does not release Buyer from any payment or compensation obligation under
any employment agreement with Michael Schuster and does not relate to or include First Physicians
Realty Group, LLC.



4.2 Termination of Certain Provisions of the 2007 Purchase Agreement. The Parties hereby
agree that the following sections of the 2007 Purchase Agreement are terminated in their entirety
and the covenants and agreements contained therein shall be of no further force or effect:
Sections 5.1, and 5.7. Section 5.2 of the 2007 Purchase Agreement shall be
terminated
and the employment arrangement is set forth in a letter agreement dated of even herewith between
Michael Schuster, Buyer and First Physicians Realty Group, LLC. It is acknowledged that Seller is
not obligated to return any stock of TIGroup for any reason.


 


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4.3 Lock-Up. Seller agrees that she will not make or cause any sale of TIGroup’s common
stock, par value $0.01 per share (the “Common Stock”) received by Seller in conjunction
with the transactions contemplated by the 2007 Purchase Agreement prior to January 1, 2010 without
TIGroup’s prior written consent, except in conjunction with a firmly-underwritten public offering
of TIGroup’s Common Stock or other equity interest of TIGroup registered under the Securities Act
of 1933, as amended (the “Securities Act”), by a nationally-recognized investment bank
resulting in at least US $25 Million in net proceeds (after underwriting discount) to TIGroup (the
“Public Offering”), in which Seller is invited to participate in the sole discretion of
TIGroup, provided, however, that neither TIGroup nor any underwriter shall be obligated to include
any of Seller’s shares of Common Stock or other equity interest in TIGroup in a Public Offering.



4.4 Publicity. The Buyer and Seller will cooperate with each other in the development
and distribution of all news releases and other public disclosures relating to the transactions
contemplated hereby. Neither the Buyer nor Seller will issue or make, or allow to have issued or
made, any press release or public announcement concerning the transactions contemplated hereby
without giving the other Parties a reasonable opportunity to comment on such release or
announcement in advance, consistent with applicable law and stock market requirements.
Notwithstanding the foregoing, nothing contained in this Agreement will prohibit Buyer from making
any disclosure required pursuant to applicable securities Laws.



4.5 Transaction Costs. Each of Buyer and Seller will pay all of their transaction
costs and expenses (including legal, accounting and other professional fees) that it incurs in
connection with the negotiation, execution and performance of this Agreement and the transactions
contemplated hereby.



 


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ARTICLE V

MISCELLANEOUS




5.1 Notices. All notices and other communications under this Agreement must be in
writing and will be deemed given (a) when delivered personally; (b) on the fifth business day after
being mailed by certified mail, return receipt requested; or (c) the next business day after
delivery to a recognized overnight courier, to the Parties at the following addresses (or to such
other address or facsimile number as such Party may have specified by notice given to the other
Party pursuant to this provision):




	 	 	 
	if to the Buyer to:	 	with copies (which will not constitute notice) to:
	 
	Rural Hospital Acquisition, LLC.

	 	K&L Gates, LLP
	3555 N.W. 58th Street, Suite 700

	 	1717 Main Street, Suite 2800
	Oklahoma City, OK 73112

	 	Dallas, Texas 75201
	Attention: CEO

	 	Attention: I. Bobby Majumder






	 	 	 
	if to the Seller to:	 	with copies (which will not constitute notice) to:
	 
	Carol Schuster

	 	Day Edwards Propester & Christensen, P.C.
	2304 Old Farm Road

	 	2900 Oklahoma Tower
	Edmond, Oklahoma 73013

	 	210 Park Avenue
	 

	 	Oklahoma City, Oklahoma
	 

	 	Attention: J. Clay Christensen






5.2 Attorneys’ Fees and Costs. If attorneys’ fees or other costs are incurred to
secure performance of any obligations hereunder, or to establish damages for the breach thereof or
to obtain any other appropriate relief, or to defend against any of the foregoing actions, the
prevailing Party will be entitled to recover reasonable attorneys’ fees and costs incurred in
connection therewith.



5.3 Brokers. Each Party to this Agreement represents to the other Party that it has
not incurred and will not incur any liability for brokers’ or finders’ fees or agents’ commissions
in connection with this Agreement or the transactions contemplated hereby, except as expressly
provided herein.



5.4 Severability. The invalidity or unenforceability of any provision of this
Agreement will not affect the validity or enforceability of any other provision of this Agreement,
each of which will remain in full force and effect, so long as the economic or legal substance of
the transactions contemplated by this Agreement is not affected in a manner materially adverse to
any Party.



5.5 Counterparts. This Agreement may be executed in one or more counterparts
(including by facsimile or portable document format (.pdf)) for the convenience of the Parties
hereto, each of which will be deemed an original, but all of which together will constitute one and
the same instrument.



5.6 Interpretation. The article and section headings contained in this Agreement are
solely for the purpose of reference, are not part of the agreement of the Parties and will not in
any way affect the meaning or interpretation of this Agreement.



5.7 Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned or delegated by a Party without the prior written consent of
the other Parties and any purported assignment or delegation in violation thereof will be null and
void; except that Buyer may assign its rights and obligations under this Agreement to any of
its direct or indirect subsidiaries, or any successor to its business. This Agreement is not
intended to confer any rights or benefits on any Person other than the Parties hereto.


 


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5.8 Entire Agreement, Amendment. This Agreement and the related documents contained
as Exhibits and Schedules hereto or expressly contemplated hereby contain the entire understanding
of the Parties relating to the subject matter hereof and supersede all prior written or oral and
all contemporaneous oral agreements and understandings relating to the subject matter hereof. All
statements of the Seller contained in any Schedule, certificate or other Seller Document required
under this Agreement to be delivered in connection with the transactions contemplated hereby will
constitute representations and warranties of the Seller under this Agreement. The Exhibits,
Schedules and recitals to this Agreement are hereby incorporated by reference into and made a part
of this Agreement for all purposes. This Agreement may be amended, supplemented or modified, and
any provision hereof may be waived, only by written instrument making specific reference to this
Agreement signed by the Party against whom enforcement is sought.



5.9 Specific Performance, Remedies Not Exclusive. The Parties hereby acknowledge and
agree that the failure of any Party to perform its agreements and covenants hereunder, including
its failure to take all required actions on its part necessary to consummate the transactions
contemplated hereby, will cause irreparable injury to the other Parties for which damages, even if
available, will not be an adequate remedy. Accordingly, each Party hereby consents to the issuance
of injunctive relief by any court of competent jurisdiction to compel performance of such Party’s
obligations and to the granting by any court of the remedy of specific performance of its
obligations hereunder. Unless otherwise expressly stated in this Agreement, no right or remedy
described or provided in this Agreement or otherwise conferred upon or reserved to any Party is
intended to be exclusive or to preclude a Party from pursuing other rights and remedies to the
extent available under this Agreement, at law or in equity, and the same will be distinct, separate
and cumulative and may be exercised from time to time as often as occasion may arise or as such
Party may deem expedient.



5.10 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF OKLAHOMA, WITHOUT GIVING EFFECT TO ANY
CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION.



5.11 Submission to Jurisdiction. Each of the Parties submits to the exclusive,
mandatory jurisdiction of any state or federal court sitting in Oklahoma City, Oklahoma, in any
action or proceeding arising out of or relating to this Agreement and agrees that all claims in
respect of the action or proceeding shall be heard and determined in any such court. Each Party
also agrees not to bring any action or proceeding arising out of or relating to this Agreement in
any other court. Each of the Parties waives any defense of inconvenient forum to the maintenance
of any action or proceeding so brought and waives any bond, surety, or other security that might be
required of any other Party with respect thereto.


 


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5.12 Drafting. The language in all parts of this Agreement will be interpreted, in
all cases, according to its fair meaning and not for or against any Party hereto. Each Party
acknowledges that it and its legal counsel have reviewed and revised this Agreement and that
the normal rule of construction to the effect that any ambiguities are to be resolved against the
drafting Party will not be employed in the interpretation of this Agreement.



5.13 Usage. Whenever the plural form of a word is used in this Agreement, it will
include the singular form of that word. Whenever the singular form of a word is used in this
Agreement, it will include the plural form of that word. The term “or” will not be interpreted as
excluding any of the items described. The term “include” or any derivative of such term does not
mean that the items following such term are the only types of such items.



5.14 Survival. Sections 1.2 and 1.5, and Articles IV and
V shall survive the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby indefinitely. Articles II and III shall survive the execution and
delivery of this Agreement and the consummation of the transactions contemplated hereby in
accordance with the terms set forth therein.



5.15 Certain Definitions. For purposes of this Agreement:




(a) The term “Person” means an individual, corporation, partnership,
Governmental Entity or other entity.




(b) the term “Affiliate” means, with respect to a specified Person, any other
Person or member of a group of Persons acting together that, directly or indirectly, through
one or more intermediaries, controls, is controlled by or is under common control with, the
specified Person.




(c) the term “control” (including the terms “controlling,” “controlled by” and
“under common control with”) means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.




(d) the terms “knowledge” and “known” and words of similar import mean:




(i) the Seller will be deemed to have “knowledge” of a particular matter, and
the particular matter will be deemed to be “known” by the Seller as actual knowledge
of such matter or would reasonably be expected to have knowledge of such matter
following reasonable inquiry of the appropriate employees and agents of the Seller,
and the Seller will be deemed to have “knowledge” of a particular matter, and the
particular matter will be deemed to be “known” by the Seller if Seller has such
“knowledge” or is so deemed to “know.”




(ii) the Buyer will be deemed to have “knowledge” of a particular matter, and
the particular matter will be deemed to be “known” by Buyer, if any director,
officer or any supervisory level employee of Buyer has actual knowledge of such
matter or would reasonably be expected to have knowledge of such matter following
reasonable inquiry of the appropriate employees and agents of Buyer.


 


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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Closing Date.



	 	 	 	 	 
	 	THE BUYER:



RURAL HOSPITAL ACQUISITION, LLC, an 
Oklahoma
Limited Liability Company

 	 
	 	By:  	 
 	 
	 	 	Name:  	David Hirschhorn 	 
	 	 	Title:  	Manager 	 
	 
	 	THE SELLER:



CAROL SCHUSTER	 
	 	
 	 
	 	Carol Schuster 	 
	 
	 	ADDITIONAL PARTIES:



TRI-ISTHMUS GROUP, INC

 	 
	 	By:  	
 	 
	 	 	Name:  	David Hirschhorn 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	SURGICAL CENTER ACQUISITION
 HOLDINGS, INC

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	Name:  	 David Hirschhorn
 	 
	 	 	Title:  	
President 	 



 


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	 	RHA TISHOMINGO, LLC, an Oklahoma Limited

Liability Company	 
	 
	 	By: 	RURAL HOSPITAL ACQUISITION, L.L.C., an

Oklahoma limited liability company, its manager
 	 
	 	 	By:  	 
	 	 	 	 
	 	 	 	Name:  	 David Hirschhorn 	 
	 	 	 	Title:  	Manager 	 





	 	 	 	 	 	 	 
	 	RHA STROUD, LLC, an Oklahoma Limited Liability

Company 	 
	 
	 	By: 	 RURAL HOSPITAL ACQUISITION, L.L.C., an Oklahoma limited liability company, its
manager
 	 
	 	 	By:  	 
	 	 	 	 
	 	 	 	Name:  	 David Hirschhorn
 	 
	 	 	 	Title:  	Manager 	 



	 	 	 	 	 	 	 
	 	RHA ANADARKO, LLC, an Oklahoma
Limited Liability Company
 	 
	 
	 	By: 	 RURAL HOSPITAL ACQUISITION, L.L.C., an

Oklahoma limited liability company, its
manager
 	 
	 	 	By:  	 
	 	 	 	 
	 	 	 	Name:  	 David Hirschhorn
 	 
	 	 	 	Title:  	Manager 	 



	 	 	 	 	 
	 	MICHAEL SCHUSTER

 	 
	 	
 	 
	 	Michael Schuster 	 




 


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