Execution Version ',

OPERATING AGREEMENT OF

BEND SURGERY CENTER, LLC

DM_US 47637902-19.0S5092.0013

Exhibit 1 

Page 1 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 1 of 90
TABLE OF CONTENTS

1. DEFINmONS.........................................................................................................................................................i

-2. ORGANIZATION...;...:^..:.;:::....::;»;......»;......»;.....»;:.:;:.._. »......;^....;;....^..................:,..^....;^;._;...:..__^..3

3. PURPOSEANDPOWERS.........................................................................................,..........,............,.................3

4. CAPITAL CONTXBUTIONS AND MEMBERSHIP INTERESTS.......................................................................4

5. EXPENSESOFTHELLC.......................................................................................................................................4

6. ALLOCATION OF INCOME AND LOSS AND DISTRIBUTIONS............................ _.............................,.........5

7. BOAKDOFDIRECTORS........................».............................................................................................................s

8. MEMBERS............................................................^..........,....................................................................................6

9. OFFICERS................;................................... ^....................................................................................................... i3

10. INDEMNIFICATION................................................................................................^.......................................... i5

11. FISCAL MArTERS........................................,...................................................................................................... i6

12. ASSIGNMENT AND TERMINATION OF MOBMBERSHIP INTERESTS AND ADMISSION OF NEW

MEMBERS............................................................................................................................................................ i6

13. DISSOLUTION, WINDING UP, AND TERMD4ATION OF THE LLC'S EXISTENCE.....................................21

14. GENERALPROVISIONS......................................................................................................... ..................... ..2i

DM_US 47637902-19.085(82.0013

Exhibit 1 

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Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 2 of 90
TmS OPERATD^G AGREEMENT (the

"Agreement") of Bend Surgery Center, LLC, a

Tennessee limited liabUity company (the "LLC") is

made and entered into as of the I day of June, 2014

(die "Efifective Date"), by and tetween AmSmg

Holdmgs, Inc., a Tennessee coiporation ("AmSurg"),

and each of the other persons listed on the signature

page to this Agreement and the persons and entities that

may be admitted to the LLC as members after the

Effective Date ("Owners") (each of AmSuig and

Owners, a "Member" and collectfvcly, the "Members").

WITNESSETH:

WHEREAS, the Owners sold to AmSurg a

portion of their membership mteests in the LLC

pursuant to a Membership Interest Purchase Agreement,

dated the date hereof; and

WHEREAS, the Membffs desire to set forth

their mutual nghts and obligations in this Agreement.

NOW, THEREFORE, in consideration of the

mutual promises, covenants md undertakings

heremafter contained, and oflier good and valuable

consideration, the receipt and sufficiency of which are

hereby acknowledged, the Members hffeby agree as

follows:

1. DEFINITIONS

When used in this Agreement, the following

tenns shall have the meanings set forth below:

1. 1. "Act" means the Tennessee Revised Limited

LiAility Company Act, being Sections 48-249-101 el

seq. of the Tennessee Code Annotated, as amended fiom

time to time, and any coffesponding provisions of any

successor legislation.

1.2. "Affiliate," with respect to any indiwdual or

Enffly, means any individual or ofhCT Entily directly or

indirectly conlrollu%, controlled by or under common

control with'such individual or Entity.

1.3. "Affiliated Physiciaa" means any individual

physician who directly or indirectly throx^b anotfier

entity has an ownership interest in the LLC, is an

Immediate Family Member of any individual who

directly or indirecfly through another entity has an

ownership interest in the LLC, or is a grantor, frustee or

beneficiary of any bust that is a Member.

1.4. "Agent" means any ageat of tfie LLC,

mcluding any ofScer, director, employee, independent

contractor, or agent of a Membar acting on bdialfoflhe

LLC.

1.5. "Agreement" means this Operadng

Agreement, as amended ftom time to time.

1.6. "AmSnrg" has the meaning set forth in ths

iatroductoiy paragraph hereof.

1.7. "AinSurg Cotp. " means AmSurg Coip., a

.Tennessee cpipoi^on and Ae^^^^^^^^ sharehpldCT of

AtnSurg.

1.8. "Articles of Organization" means the

Articles of Organization of the LLC filed with the

Secrrtary of State of the State of Tennessee, as amended

from time to time1.9. "AvaHable Cash Flow" means ail cash funds

of the LLC on hand at ttie end of each month, less

(a) provision for payment of all outstanding and impaid

ciurent cash obligations of the LLC at (he end of such

month (including ftose which arc in dispute) and

(b) provisions for reserves reasonably deteimined by

AmSuig for anticipated oper^ing cxycnscs, capital

expenditures and other contingencies (which may

include debt service on LLC indebtedness and fees

payable to Affiliates); provided, howcva-, that proceeds

from the disposition of all or substantially all of &e

LLC's capital assets shall not be included in Available

Cash Flow.

1. 10. "Board" means ttie Board of Directors of the

LLC1. 11. "Book Capital Account" has the meaning

given to such temi m Section 4.3 hereof.

1. 12. "Capital Contribution" in respect of my

Member means flie amount of all cash and other

property, tangible or intangible, conbibuted by such

Member to the capital of the LLC. The initial capitd

account balance for each Member shall be as set forth

onE?diibjtA.

1. 13- "Center" means the ambulatory surgery

center operated by die LLC and located in Buad,

Oregon, including the real propwty, or leasehold

improvements, nmuture, furtures, the Equipment,

books, records, supplies, accounts receivable, goodwill,

other intangibles and oth» assets used in its operation.

1.14. "Code" means the Internal Revenue Code of

1986, as amended from time to time, any corresponding

provisions of any successor legislation, and the

r^ilations adopted thereunder.

1.15. "Director" means, individiially, any natural

{»rson serving on the Board.

1. 16. "Dissolation Event" has the meaning givai to

such term in Section 13.2 hereof.

1. 17. "Effective Date" has the meaning given to

such term in the introductoiy paiagrqah of fliis

Agreement

DM_US 47637902-19. 085092. 0013

Exhibit 1 

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1. 18. "EUgibUity Requirements" means the

requirement that a physician Owner or AfGliated

Physician must a£Bmi in writing, in connection with the

initial acquisition of Membeiship Interests and,

thereafter, by the execution and deliveiy to the LLC

within 30 days after each anmversary of such physician

Owner's or 'fte Owiier aGGIiaSd with art AfRIiafKi

Physician's admission to the LLC (or such Other annual

period as the LLC shall Smisi time to time designate) of

an Annual CertlGcation in the form attached hereto as

Exhibit B, representing that:

1. 18.1. die physician Owner or Affiliated

Physician agrees to fully inform each patient

referred to the Center by the physician Owner

or Affiliated Physician of his or her mvestmcnt

interest in the LLC;

1 18.2. a Substantial Portion (as defined

below) of the physician Owner's or Affiliated

Physician's medical practice income from all

sources for lie prior 12 month period or the

previous fiscal year was derived jBrom the

physician Owner's or the Affiliated

Physician's performance of outpatient surgical

procedures (defined for purposes hereof to be

those surgical procedures that are aulfaorized to

be perfonned in ambulatoiy surgical centers

under the applicable Medicare rcpi lations,

whetfaer or not such procedures are paid for by

Medicare, workers' compensation insurance or

other payors);

1. 18.3. tihe physician Owner or Affiliated

Physician perfomied a Substantial Portion of

his or her ou^atient surgical procedures

(defined as described in subsection 1. 18.2

above) at the Center during Ac prior 12 month

period or the previous fiscal year (or, if a new

physidan Owner or AfBUated Physician, he or

she ejects to perfonn a Substantial Portion of

such procedures at the Center each year);

1. 18.4. if the physician Owner or Affiliated

Physician provides services that are paid for by

any federal health care program (including

Medicare and Medicaid), the physician Owner

or Affiliated Physician agrees to treat patients

receiving medical benefits or assistance under

such federal health care programs in a

nondiscriminatoiy manner; and

1. 18.5. (he physician Owner or Affiliated

Physician is a physician duly licensed to

practice medicine in the State of Oregon,

The Board may, m its discretion, exempt ftom the

Eligibility Requiiements set forth in this Section 1.18

certain Owners who do not, directly or indirectly, refer

patients to the Center, so long as such exemption is in

compliance with federal and state laws and regulations.

1.19. "Entity" means any corporation, partnership,

trust, liniited liability company or other aitity.

1.20. "Equipment" means tiie equipment used m

connection with the operation of fee Center.

1.21. "Financial R^hts" means a Member's ri^its

as amem1>er6f8ie LLC (i) to share mffie profits aid

losses of the LLC to the extent provided in this

Agreement and (ii) to share in distributions to the extent

provided in this Agreement.

1^2. "Fundamental Regulatory Change" means

any change m federal or state law or regulation that

results in (a) the referral of Medicare or any other

p^ients to the Cmter by Owneis. or the submission of

clsums to Medicare for services pcffonned by or at tfae

direction of Owners, bccommg illegal, O?) tiie esdsteaoe

of a substantial likelihood that the receipt of cash

distributions fiom the LLC to Owners is or will be

found to be in violation of federal or state law, or (c) the

ownership by Owners of Membership Interests in the

LLC becoming illegal.

1.23. "Governance Rights" means all of a

Member's rights as a inennber of flie LLC other than

Financial Ri^its and the right to assign Financial

Rights.

1.24. "Immediate Fainily Member" means an

individual's spouse, siblings, lineal ancestors and liaeal

descendante and shall include step relations.

1.25. "Infonnation" has fee meaning given to such

tenn in Sccdon 8. 10 hereofL

1.26. "LLC" has (he meanjng given to such tenn in

the introductory paragraph of this AgreemHrt.

1.27. "LLG Profit" means net income of the LLC

for the applicable period determined on an accrual basis

in accordance with generally accepted accounting

principles; provided, that in detemuning LLC Profit

(except in connection with Section 12.8), any net

income of the LLC attributable to direct or indirect

refenak from, procedures parfbrmed by or other

biisiaess generated by all Tenninating Owners and their

Affiliates shall be excluded fiom the net mcome of the

LLC.

1.28. "Market Area" has the meaning given to such

tenn in Section 8^ hracof.

1.29. "Medical Director" meaiis the person elected

by Ownas and appwwd by flie Board pursuant to

Section 83 to provide medical supervision and to

coordinate professionai and cluucal activities at the

Center.

1.30. "Mcnabers" has <fae meanii)® set forth in the

introductory paragraph hereof.

1.31. "Membership Interest" means a Member's

interest in Ac LLC, which when expressed as a

DM W 47637902. 19.085092. 0013

Exhibit 1 

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Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 4 of 90
percentage of aU Membership Interests in the LLC shall

be equal to such Member's Membership Percentage.

The Membership Interest shall consist of (a) the

Member's Financial Ri^its, (b) the Member's right to

assign Financial Rights to the extent pemirttcd under

this Agreement, and (c)flie Member's Governance

KJpts.'"'" " "~ " ' ------

1.32. "Membership Percentage" means the

percentage interest of a Member as shown on gxhibit A^

as amended from time to time as provided in Section 4.8

or 12.9 hereof or as ofterwise requiied by this

Agreement or the Code.

1.33. "New Member" has the meaiung given such

tenn in Section 12.7 hereof,

1.34. "Officers" meaiis the President, Vice

Presidents, Treasurer, Secretaiy, and any other peisou

appointed to be an officer by the Board of the LLC.

1.35. "Owners" has the meaning set forth in the

introductoiy paragraph hereof.

1.36. "Performance Improvement Chairman"

means the person elected by Ownere and q)proved by

the Board pursuant to Section 8.3 to provide oversight

and coordinate the development and operation of the

Center's performance improvement program.

1.37. "Person" shall mean any individual,

partnership, coTporation, association, trust, limited

liability company, or other legal entity, whether foreign

or domestic.

1.38. "Prime Rate" means that rate of interest equal

to flie prime rate as published ficm time to time by

SuaTrust Bank in Nashville, TcBncssee, or any

successor thereto.

1.39. "Principal Indebtedness" means the principal

amount of the LLC's indebtedness for borrowed money

plus indebtedness for capitalized leases.

1,40. "Quaiyied Owner" means a physician Owner

Ifaat has, or an Owner whose Afiniiated Physician has,

active medical staflF privUeges at the Center and meete

the EligibMity Requirements.

1.41. "Responsible Person" has the sneaning given

to such tenn in Section 48-249-115(a)(6) of the Act

1.42. "Substantial Portion" meaiis, for puqwses of

fte EligibiUty Requirements, at least 33%; provided,

however, that fhc Board may establish a lower percent

for an individual Owner (or its Affiliated Physician, as

applicable) based on a case-by-casc analysis to the

extent such lower percent is in compliance with federal

and state laws and regulations. If the Board establishes

a lower pCTcent, Ac Owner (or its Affiliated Physician,

as applicable) must consistently meet die lower

percentage.

1.43. "Successor" means a Member's executor,

admmistrator, guardian, conscrvafor, other legal

representative or successor in interest

1.44. "Tax Capital Account" has the meaning

given to such term in Section 4.4 hCTeof.

1.45. "Tax Matteire MemBer" 1ias ffie mcauaug

given to such tenn in Section 11.6 hereof and shall also

mean <fae "tax matters partner" as that teim is used in die

Code.

1.46. "Treasury Regulations" includes proposed,

temporary and final repj lations promulgated under fee

Code.

1.47. "Triggering Event" has the meanmg given to

such term in Secdon 8. 1 1 hereofl

1.48. "Triggering Event Date" means the last day

of the calendar month hnmediately preceding the month

during which a Triggering Event occurs.

2. ORGANIZATION

2.1. Formation; Effective Date. The parties have

formed the LLC by filing Articles of Organization and a

Certificate of Conversion with the Secretaiy of State of

the State of Tennessee. This Agreement shall become

effective upon execution by the Members as of Ac

Effective Date.

2.2. Adoption of Agreement. The Members

hereby adopt this Agreanent as the operating ayeement

of the LLC, as the tenn "operating agreement" is used in

the Act, to set forth the rules, regulations and provisions

regarding tfac management of the business of the LLC,

the governance of fee LLC, the conduct of its busroess

and the rights and priwleges of its membesrs. The

operating agreemeat oflfae LLC shall bs in writing, and

the teims of the operating agreement shall be as set forth

in this Agreement

2.3. Name. The name of the LLC shall be Bend

Surgery Center, LLC. The LLC may adopt and conduct

its business undra- such assumed or trade names as the

Board may fiom time to time detemiine. The LLC shall

file any assumed or fictitious name certificates as may

be required to conduct busmess in any state.

2.4. Principal Place of Business. The initial

registered agent of the LLC shall be Cladre M. Gulmi.

Tlie initial repstercd otEice and die principal executive

ofGce of tfae LLC shall be 20 Burton Hills Boulevard,

E»avidson County, Nashville, Temaessee 37215.

3. PURPOSES AND POWERS

3.1. Puq>oses. The purposes of the LLC shall be to

own and operate the Center and to cany on any and aU

activities necessaiy, proper, convenient or advisable in

connection tfierewith.

DM_US 47637902-19.08S092.00I3

Exhibit 1 

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Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 5 of 90
3.2. Powers. The LLC may exercise ail powers

necessaiy or convenient to cany out its business and

affairs and to effectuate fee purposes set forth m

Section 3. 1 hereof Which may be legally exercised by

limited liability companies under the Act

3.3. Independent Medical Judsnent. No

provisim of this Agiwaneat shall limit Ac ui<tep<aidait

medical Judgment of any practicing physician wiA staff

priwl^es at Ac CeotM- with Kgard to the providing of

patfent care FurAw, nothing contained hcnan requires

any practicing ph^ician wWs. staff privileges at tfae

Catter to use or recommend the use of fecilities or

services owned, operated or provided by tile LLC.

4. CAPITAL CONTRIBUTIONS AND

MEMBERSHIP INTERESTS

4. 1. Capital Contribution. Each Member shall be

credited with having contaibuted c^ital to the LLC in

the amount set fbrtfa opposite such Member's name on

libit A hereto.

4.2. Additional Contributions. Members shall

make additional Capital Contributions as may be

detennined from time to time by the Board in an amount

proportional to titieir Membership Percentages. The

tuning, amount and terms of such additional Capital

^-,-., Contributions shall be detennined by the Board. The

^ ^ Capital Contributions of each Member shall be made on

"y die same tenns and conditions.

4.3. Book Capital Accouots. Each Member shall

have a capital account to which the fair maiket value of

such Member's CapHal Contribution shall be credited

(the "Book Capital AccounQ. Each Member's share of

Ac income, including tax-exempt mcome, expenses,

gain or loss of&e LLC shall be charged or credited to

such MembCT's Book Capital Account. All distributions

to a Member shall be charged to such Manber's Book

Capital Account

Any Capital Contributions made solely by one

Member or made out ofprop(ation to the Membership

Percentages shall, in tiie sole discretion of the President,

either (a) be treated as a loan to the LLC and shall not

affect tfae balance of the Book Capital Accounts, or (b)

shall cause an appropriate adjustment to be made to the

Book Capital Accounts.

4.4. Tax Capital Accounts. The capital accounts

for the Mambers for federal income tea; puiposes (the

.

Tax Capital Accounts") shall be maintained and

adjusted in accwdance with tte principles set forth in

Treasury Regulation Section 1.704-l(b)(2)(iv), and the

items of income, (wofit, gain, expenditures, deductions,

losses, distributioiis and contributioiis which inarease or

decrease such Tax Capital Accounts shall be those items

which, pursuant to such provision, affect the balaiice of

capital accounts.

Any Capital ContnTjutions made solely by one

Member or made out of proportion to die Membeiship

Percastsges shall, in tfae sols discretion of the President,

either (a) be treated as a loan to the LI-C and shall not

affect the balance of the Tax Capitol Accounts, or

(b) shall cause an appropriate adjustoneait to be made to

theTaxrqpifal AictStBnts!.

4.5. LLC Loans. Subject to the provisions of

Sccdon 7.3, AmSurg or an AfBUflte thereof may, fiom

time to time and as it deems necessaiy, lend, or arrai^e

for the LLC to borrow, additional working capftal

sufficient to enable the LLC to carry on its business as

contemplaled by Article 3 haeof.

Any loan by AmSmg or an Affiliate thereof to

the LLC made for woridng capital purposes shall be

evidenced by a pronussoiy uote which shall bear interest

at a fair maricet value rate and wAidi shall contain other

tenns substantially similar to fliose which migjit be

agreed to with a non-afiiliated lender. Any required

monthly payments (including any past due amounts)

under any SU(A loan by the LLC or any other party shall

be made before any distributions of Available Cash

Flow are made to the Members pursuant to Section 63

hereof.

4.6. Wthdrawal or Reduction of Members'

Capital Contribntions. No Member shall have the right

to withdraw fixim the LLC. A Member shall not receive

out of the LLC's property all or any part of such

Member's Capital Contributions except as provided in

Sections 6.3 and 13.3 hereof.

4.7. Interest and Preferential Rights. Except with

respect to any loans made pursuant to Sections 43, 4.4

and 4.5 hcreofi no intarest shall accrue on any Capital

Contributions and no Member shall have any

prefciCTtial rights wifli respect to distributions or upon

dissohidon of the LLC.

4-8. Membership Interests and Amendineats to

Exhibit A, Each Member shaU be credited wiA the

Membership laterest (expressed as a percentage of all

Membership Interests) and initial capital account

balance set forth opposite sud Member's name on

Exhibit A. The amounts shown on Exhibit A wiA

respect to cq)ital account balances and Membership

Interests shall be q>propriately amended to reflect

changes to such amounts as a result of any changes in

the mcmbwship of Ac LLC or assiguaents of

MCTibership toterests. Exhibit A shall also be amended

from time to time to reflect any changes in the addre»>cs

ofMcmbas.

5. EXPENSES OP THE LLC

5. 1. Organizational Expenses. Each Member shall

bear hs own expenses incuned in connectron with the

preparation, review, and negotiation of this Agreement,

DM_US 47637902. 19.0SS092. 0013

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the Membership Interest Purchase Agreement and any

other documents contemplated hcreunder.

5.2. Operating Expenses. The LLC will reimburse

the Members for reasonable and documented travel

expenses approved by the Board and incurred in

connection with pafonning their respective duties

hereunder.

6. ALLOCATION OP INCOME AND LOSS

AND DISTRIBUTIONS

6. 1. Allocation of Net Taxable Income or Luss

and Tax Credits. Except as provided in Sections 6.2

and 6.5, all income and gain of the LLC includable for

federal, state and local income tax purposes, all

expenses and losses of the LLC deductible for federal,

state and local income tax purposes, as applicable, and

all federal income tax credits shall be allocated in

proportion to the Membership Percentage of each

Membei; provided, that such allocations in connection

with the liquidation or dissolution of the LLC shall be

made, as nearly as possible, so as to produce Book

Capital Accounts of the Members that are in proportion

to flieir respective Membership Percentages.

6.2. Allocations to ReHect Contributed

Property. If a Member contributes property to the LLC

whidi has a differaioe between its tax basis and its feir

market value on Ae date of its contribution, flien all

items of income, g^n, loss and deduction wfli respect

to such contributed property shall be shared for federal

income tax puiposes among the Members pursuaiit to

Section 704(c) of the Code so as to take into account the

variation between the basis of such property and its fair

market value at the time of contribution.

Any eleitions or other decisions relating to

such allocations shall be made by the Tax Matters

Member in any manner that reasonably reflects tfae

purpose and intention of this Agreement; provided,

however, that any election or dcteimin^ion related to

tte method for m^diig Section 704(c) allocations or

reverse Section 704(c) allocations under Section 1.704-3

of ffie Treasury Rcgtdations (e.g., traditional, remedial

or curative) that adversely afltects the Owneis in a

manner that materially differs fi-om the effect of such

election or deteimination on AmSius shall require

Board qiproval. Except as othenmse provided in such

Section l.704-3(d) of <fae Treasury Regulations, the

Capital Accounts of tfae Members shall be adjusted m

accordance with Secdon 1.704-l(b)(2XivXg) of tfae

Treasuiy Regulations for allocations to Ac Munbcis of

income, gain, loss and deduction (including

depreciation, dqi letion, ainortization or otlier cost

recovciiy) as computed for book pwposes, with respect

to the property contributed; and the amount of book

dqircciatioa, depletion or amortization for a period with

respect to an item of contributed property shall be tiie

amount that bears Ihe same relationship to the book

value of such property as the depreciation (or cost

recovery deduction), depletion or amortization

computed for tax pi iiposes with respect to such property

for such period bears to die adjusted tax basis of such

property. If such property has a zero adjusted tax basis,

the book depreciation, depletion or amortization may be

detemiinKl under any rKisonablemethoTd selected by the

Tax Matters Member.

References in this Section 6.2 to book and tax

depreciation, depletion, amortization, and gain or loss

with respect to property ttiat has an aiyusted tax basis

that differs from its book value include, under analogous

rules and principles, flie unrealized income or deduction

witii respect to accounts recch^ble, accounts payable

md other acciucd but impaid items.

6.3. Distribution of Available Cash Flow. Except

as provided in Section 4.5, the LLC shall disfribute

Available Cash Flow. Such distributions shall be made

in monthly installments witfain fifteen (15) days after the

end of each month and shall be made to all Members

pro rata in proportion to the respective Membership

Percentages of the Members at fee time of each

distribution.

6,4. Consequences of Distributions. Upon the

detemiination to distribute funds in any manner

expressly provided in this Article 6, made in good faith,

no Manber shall mcur liability on account of such

distribution, even though such distnbution may have

resulted in the LLC retainmg insufficient funds for the

Operation of its business, which insufficiaicy resulted in

loss to the LLC or necessitated the boirowing of funds

by the LLC.

6.5. Distribution Upon Termination. When the

LLC is tenninated, pursuant to Article 13 or oAerwise,

the final distribution to Members shall be in proportion

to tfieu Membership Percentages.

7. BOARD OF DIRECTORS

7. 1. Number and Term. The LLC shall have a

Board consisting of three (3) (Urectors appointed by

AmSurg (the "AmSurg Directois"), and three (3)

directors elected by Ac Owners (the "Owner

Directors''), in each case in accordance with Section 7.5

below. Each Director shall hold ofiice for a period of

one (1) year or imtil such Diicctoi's earlier resignafion,

removal or death.

7.2. Duties. Except as oflierwise specifically set

forth in this Agreement, the Board shall have ultimate

authority wifh respect to the LLC's operations,

including, but not linuted to, physician credentialmg,

granting of privileges and approval of operating policies

and procedures of the Center.

DM_US 47637902-19. 085092. 0013

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^^

.^

7.3. Acts Requiring Board Approval. Without

obtaining the consent of the Board, no Member or

Officer shall:

7.3. 1. Sell, exchange, lease or otherwise

transfer all or substantially all of the assets of

IheLLC, -

7.3.2. Dissolve Ac LLC;

7.33. Merge or consolidate flie LLC into

another entity;

7.3.4. Cause the LLC to incur uidebtedness

for borrowed funds or refinancing of borrowed

funds in excess of $250,000 in Ae aggregate in

one (1) year.

7.3^. Establish or change in any material

respect the opcratmg policies and procedures

of tfie Center, except for policies and

procedures relating to corporate governance

and regulatoiy compliance, employment

matters and financial reporting matters;

7.3.6. Hire or discharge tf»e clinical diiectoi

of the Center,

7.3.7. Vary or change in any material

respect any portion of the professional liability

coverage of the Center;

73.8. Request or require a Capital

Conteibution to be made by my Member;

7.3.9. Authorize the LLC to adopt or

conduct its busmess under an assumed or trade

name;

7.3.10. Purchase assets not related to the

business of &e LLC or change flie primary

business puipose of the LLC;

7.3.11. Select, tennuiate, or provide notice of

non-rencwal to the Centa-'s anesthesia

provider,

7.3. 12. Select or temiinate <he Center's

administrator, provided, that the President

shall have fee authority to assign (he duties and

responsibilities of ifae Center administrator,

supervise his or her day-to^iay perfomiance,

conduct his or her annual perffflmance review,

and detennine his or her compens^ion, in each

case consistent wifli any contractual

obligations oftiie LLC; or

7.3. 13. Approve any material expansion of

tile premises of the Center.

7.4. Acts Requiring Approval of the Members.

Without the approval of AmSurg and the Owners

holding at least a mqority oflfae Membership Interests

held by die Owners, no Manber or OfBccr or Director

shall:

7.4.1. Sell, exchange, lease or othenvise

transfer all or substantially all of the assets of

fheLLC;

7.4^. Dissolve the LLC;

7.4 J. Merge or consolidate the LLC into

another enfity,

7.4.4. Close the Center; or

7.4.5. Relocate the Center from its then

current location to another location, other than

upon die tcnnination or expiradon of the then

current lease for the Center..

7.5. Election. The AmSurg Diiectors shall be

appointed by AmSuig, and the Owssx Directors shall be

elected by the Owners holding at least a majority of the

Membership Interests then held by the Ownas. In the

event any AmSurg Du-ector ceases to serve as a member

of the Board for any reason, tfae resulting vacancy shall

be filled by AmSurg. fa the event any Owner Director

ceases to serve as a member of the Board for any reason,

the resulting vacancy shall be filled by the Owners

holding at least a majority of the Membership Interests

then held by the Owners. Any AmSurg Director may be

removed with or wi&out cause by AmSurg. Any Owner

Director may be removed with or without cause by (he

Owners holding at least a majority of the Membership

Interests then held by die Owners. A Chamnan of the

Board shall be elected by at least a majority of the

manbers of the Board at tiie first meeting of the Board

held in each fiscal year.

7.6. Quorum and Voting. A quorum of the Board

shall consist of at least a nujority of Ae number of

Dkectois. If a quonun is present when a vote is taken,

flie afBnnative vote of at least a majority of Directors

present shall be fliead: of lie Board, unless the Articles

of Organization or this Agreanent requires the vote of a

greater number of Directors. Each Director shall have

one vote on each sasttei considered by the Board.

. 77. Regular Meetings of the Board. R^ular

meetings of the Board shall be held quarterly at such

places, within or without fee State of Oregon, on such

dates and at such times as tfae Board may determine

fi-om time to time.

7,8. Meeting by Ttlephonc. Any 01 all Directors

may partic4»ate in a i^ular or special meeting by

confwence telephone or any other means of

communication by whichall Directors participating may

simultaneously hear each other during the meeting. A

Director participating in a meeting by tiiis means is

deemed to be present in p^son at the meeting,

7.9. Action on Written Consent. Acdon requiied

or pemiitted to be taken at a meeting of the Board may

be taken widiout a meeting, if the number of Directors

required to approve any such action consent to the

taking of such action wi&out a meeting and approve

DM_US 47637902-19, 085092. 0013

Exhibit 1 

Page 8 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 8 of 90
^

^K\

such action by signing one or more written consents

describing the action taken. The LLC shall promptly

disttibute copies of any sndi action to the Directors, but

die failure of the LLC to distribute copies of such action

shall not void or otherwise effect the validity of sud

action in any manner.

7. 10. Notice of Meetings. The President or any

two of the Directois may call a special meeting of the

Board of Directors by giving 48 hours' prior notice to

all Directors of the date, time and place of the meeting.

The notice need not state die pwpose oflhe meeting.

8. MEMBERS

8. 1. Medical Malpractice Insurance. Each Owner

shall mamtain at all times medical malpractice insurance

complying wifli the Medical Staff Bylaws of the Center.

8.2. Ownership »ud Invcsfanent Restrictions. No

Owner or AfBliated Physician, nor any Affiliate of any

Owner or Affiliated Physician shall:

8.2. 1. haere fay ^ 1 or indirect ownorshq*

interest m, or inanage, lease, develop or

olherwise have any financial interest in any

bu^nftss or entity cwmpeting or planning to

compdtc w the LLC (including, but not

limited to, any ambulatory suigery center or

any physician office in which surgical

procedures are performed and for which

facility fees, tray fees or oAer fees in addition

to staadaid professional fees are diaiged)

within a twenty-five (25) mile radius of flie

Center (the "Market Area"), or

8.2^. become an employee of a hospital or

an Affiliate of a hospital that is located witfiin

the Maricet Area, or enter into any contract or

other arrangemait (nAetiiar as a result of his or

her employment or otherwise) <hat requires or

incentivizes him or her to perform procedures

at any hospital or ficilily affiliated with a

hospital in the Maifcet Area, provided that an

Owner or Affiliated Physician may become an

aayloyee of a hospital or hosphal affiliate and

may receive compensation paid by such a

hospital or affiliate that does not require or

inccativizc such Ownu- or Affiliated Physician

to perfium surgical procedures that are eligible

to be perfonned at the Center at the employing

hospital or afBUatc or which compensation is

not based, m wfaote or in part, on surgery

referrals to or procedures perfonned at die

employing hospital or afiBliate, and provided,

fiuthu-, that Owners may, directly or indirectly

through their medical practice or group

medical practice in which they practice

medicine, coDtract wrtfa or participate as a

provider in (1) die Federal Biuidled Payments

for Care Improvement Program (or olfaer

comparable Federal program) or any

comparable program in connection wilh a nongovernment third party payer, (2) a clinicaUy

integrated nehvoik, as sudi tenn is commonly

defined by Ac Federal Trade Comxnission, (3)

any accountd»le care organization participatii^

in the Medicare or Medicaid Shared Savings

Programs or any comparable program in

connection with a non-govCTiment third party

payor,

in each case desaibed in Sections 8^.1 and K22 until

the later of (i) five (5) years from the date of this

Agreement, or (ii) two (2) years after sudi Owner (or

with respect to an Affiliated Physician, the Owner ^vi<h

whom such Affiliated Physician is affiliated) ceases to

be a MembCT of Ae LLC. WiA respect to persons who

are admitted as Owners and AfGliated Physicians

following Ac date of this Agreement, the restrictions

described in Sections 8.2.1 and 8.2^ shall apply until

two (2) years after such Owner (or with respect to an

Affiliated Physician, Ae Owner with whom such

Affiliated Physician is affiliated) ceases to be a Member

of the LLC.

The foregoing shall not prohibit any Owner or

Affiliated Physician, nor any Affiliate of an Owner or

ACGIiatcd Physician, firom (i) owning shares of capital

stock constituting less than 1% of flie outstanding

capital stock of any coiporatioa whose common stock is

traded on a national securities exchange, (u) practicing

medicine or performmg surgical procedures at any

facility, (ui) receiving a reasonable fee in exchange for

providing medical director or call coverage services to a

tertiary hospital, (iv) semng on medical staffi or

medical staff committed for hospitals, or (v) continuing

to own aa equity interest in or altering into

arrangemaits with entities disclosed on Exhibit S.2.

The partiK acknowledge md agree that this Section 8.2

does not require physician Owners or Affiliated

Physicians to pn&nn suigical procedures at the Centar

or to refer patients to the Ceiiter, and imposes no

restricdons on where sud procedures are pcrfoimcd or

where refwrals arc made.

Each Owner who is a physician and each

Affiliated Physician acknowledges and agrees that <he

enforcement of the provisions of this Section 8^ against

him or her would not prevent sudi person &om

engaging m his or her profession, the practice of

medicine.

Each Owner and Affiliated Physician

recognizes and acknowledges flat the ascatauunent of

damages in the eiveat of a breach of this Section 8.2

would be diEBcult, and agrees that AmSurg, in addition

to all other renedies it may have, shall have die ri^it to

injunctive relief if there is such a breadi.

Notwithstanding the foregoing, m the event a physician

Owner or AflBliated Physician, or any Affiliate of a

DM_US 47637902-19.085092.0013

Exhibit 1 

Page 9 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 9 of 90
"i.

^, 'i

. '.. -.

a

physician Owner or AfBliated Physician wolates the

provisions of Secdon 8^.2, such pfaysidan Ovmer or

AfiBUated Physician shaU yay to abc LLC, as liquidated

dam^es, an amount equal to (a) five (5) times tfae ULC

Proflfplus fl»e LLC's iataest espaisc foi the pT cceding

twehre (12) calendar months, mmus (b) the LLC's

Pn'neqwl Indebtedttcss outstaadmg as of the date ofsudi

bittch, with ttas aroount multiplied by sudi Owner's

ownership interest in the LLC (or sudi Owner's

ownership int»est in the LLC immediately prior to the

termination of his or her membership in flie LLC), it

being acknowledged by die parties that die damages to

the LLC in such event would be difificult to ascertain.

8.3. Services Provided by Owners. As additional

consideration for his or her Membership Interests and

without ftirther chaige to the LLC other than the

expenses outlined in Section 5.2 hereof, the Owners

holding at least a majority of die Membership Interests

then held by the Owners shall elect and shall provide flic

Center with a Medical Director and a Perfonnance

Improvement Chaimum, in each case, subject to ttie

reasonable approval of the Board. The Medical Director

and fee Pcrfomiance Improvement Chainnan shall assist

the B(»ard of Directors, the Officers and the Center

Administrator of the Center in the management of the

medical and clinical affairs of the LLC.

8.3.1. Medical Director Duties. The

Medical Director will perfonn the duties and

responsibilides assigned fi»m time to time by

the Board, including, but not limited to:

8.3. 1. 1 Assisting in the selection of

suitable treatment inodality for all

patients of die Center,

8.3.1.2 Assisting with Ac

development of clinical procedures

which are designed to assure

adequate monitoring of patiaits and

Ac treatment process;

8.3. 1.3 Directing, coordinating and

reporting to the Board on all medical

aspects of the Center's operatioiis;

8.3. 1.4 Assisting with the

development of procedures which are

designed to assure ©adequate

tiainmg of nurses and otha' clinical

staff in appropnats treataent

techniques, and (ii) the supervision of

all non-physician clinical staff at the

Ccnta;

8.3.1.5 Assistmg with the

developmait of clinical procedures

which are designed to assure the

availability of a patient care policy

and procedures inanual and olfaawritten materials Aat reflect cuirent

professional slaiidards and assisting

in the periodic review and revision

thaeof,

8.3.1.6 Developing and maintaining

professional memberships and active

visibility m Ac local conununily

through the provision of consattir^,

educational and related services in a

manner consistent with Ac role of

Medical Director which are designed

to promote Ae positive visibility of

the Center in the community;

8.3.1.7 Devising the medical policy

statements of the Center, presenting

the statements for the approval of the

Board and upon securmg Board

approval, implementing and

monitoring the policies;

83.1.8 Assisting the LLC in

afiracting qualified physicians to die

medical staff of die Caiter and

recommending to tfae Board Aat

qualified physicians be granted

clinical privileges at the Center;

8.3. 1.9 Assisting the LLC in

attracting qualified non-physician

staff to woA at the Ceatei and

assessing, in conjunction with other

members of the medical staff, the

performance ofnon-physician staff;

8J. 1. 10 Assisting the Board in its

compliance efforts, includmg

compliance wfth applicable state and

federal statutes, all standards of

q>plicablc accreditation bodies, and

regulations and agency directives

concerning the medical standards of

patiait care required at fee Center,

and reporting to the Board any

known deficiCTcies therdn;

8.3. 1. 11 Accepting appropriate and

reasonabte medical staff dutia and

assignments at the Center including

(i) acting as the liaison between the

medical staff and Ac Board,

(ii) appointing plysinans to save as

membws and chairmen of medical

staff committees, and (iii) semng on

all coinmittees of the Center; and

8.3. 1. 12 Partidpatu® in long and

short range planning for &e Ceirier,

reviewing tfac CCTter's operating

bialgct, and, wbeie q)propriate,

maiding recommendations on the

budget.

DM US47637902-19. (WS092. 0013

Exhibit 1 

Page 10 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 10 of 90
;%.

^

S3.2. Performance Improvement

Chairman Duties. The Perfbmiance

Improvement Chainnan will perform the

dirties and responsibilities reasonably assigned

firom time to dme by the Board or its designee,

including, but not limited to:

8.3^. 1 Overseeing the performance

improvement program and all

corresponding activities of the

Center, subject to the authority of the

Board;

8.3^. 2 Assisting in the

development and revision of

indicators necessary to adequately

evaluate care provided by the Center

and that meet or exceed

governmental requirements;

S.3^.3 Directing the review of date

summaries of all identified

mdicalors. as well as infomiation

fi-oni other sources regardmg the

quality of care provided by the

Center;

8.3.2.4 Directing tiie development

of educational programs based on the

needs identified through committee

activities and supporting departmcntwide education on continuous

process improvement principles;

8.3^. 5 Overseeing the

credentialing and recredentialing

process for the Center's medical

staSF, subject to die authority of Uie

Board;

8.3.2.6 Overseeing and

administering the risk management

program for die Center, subject to the

authority of the Board;

8.3.2.7 Overseeing and

administering medical roalpracdce

issues related to Ifae Center, subject to

die authority of the Board;

8.3^.8 Woridng with the Center's

pcrfonnancc iinprovemcnt committee

and conducting quarterly

perfonnance improvement coinmrttee

meetings; and

8.3J2.9 Reviewing the Center's

perfonnaace improvement prograin

on at least an annual basis.

8.4. Member Representations. Each Owner

hereby represents that he or she maintains a current

license to practice medicine in Ac State of Oregon, has

not been excluded from participation in tiie Medicare

program or any other governmental health care prograin

for any reason, has not been convicted of any crime in

violation of any state or Federal law related to health

care matters, and has no knowledge of any

circmnstances or conditions that would reasonably be

expected to Kave ia ffialerial adverse itfipact OB the

operations of the Center or his or her medical practice

(other than conditions which might have a material

adverse effect on fee health care industry or ambulatory

surgery industry in general),

8.5. Meetings. Meetmgs of flie Members, for any

purpose or purposes, may be called by the President

any two (2) directors, AmSurg or Owners holding at

least a majority of the Membership Interests then held

by the Owners by giving 48 hours' prior notice to all

Members of the date, time and place of the meeting.

The notice need not state the purpose oftfae meeting.

8.6. Action by Members Without a Meeting;

Telephone Meetiugs. Action required or pennitted to

be taken at a meeting of Uie Members may be taken

without a meeting, if Manbers holding at least the

percentage Membership Interests required to aRprove

any such action consent to the taking of such action

without a meeting and approve such action by signing

one or more written consente describing the action

taken. The LLC shall promptly distribute copies of any

such action to Ifae Members and the Directors, but the

failure of the LLC to distribute copies of such action

shall not void or otherwise affect Ac validity of sudi

action in any manner. A meeting also may take place by

telephone conference call or any other form of

electronic cotnmunication through which the Members

may sunultaaeously hear eadi other, and any Member

pardcipatia® through such means shall be considered to

be "represented m person" for the pmposes of

constituting a quorum pursuant to Section 8.6. A

Manber participating in a meetmg by this means is

deemed to be presert in person at the meeting.

g.7. Record Date. For the purpose of detemuning

Membas entided to notice of or to vote at any meeting

of Members or any adjournment thereof or Members

entitled to receive payment of any distribution, or in

order to make a detennmation of Members for any oflier

purpose, the date on which notice of &e meeting is

mailed or the date on which the resolution declaring

such distribution is adopted, as the case may be, shall be

the record dale for such detennmation of MMnbea-s.

When a detemmation of MKflbers entitled to vote at

any meefag of Members has been made as provided in

this Section 8.7, sudi detenninatioa shall apply to any

adjournment Aereof.

8.8. Quorum. AmSurg and Owners holding at

least a majority of die Membership Inter^ts then held

by the Owners, represented in person or by proxy, shaU

constitute a quonnn at any meeting ofMembffs.

DM US47637902-19. 085092. 0013

Exhibit 1 

Page 11 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 11 of 90
8.9. Required Vote; Manner of Acting- Except as

otherwise provided in Section 8.7 above, if a quorum is

present, the a£6imative vote ofAniSurg and Ac Owners

holding st least is majority of tfae Membership Interests

then held by the Owners shall be the act of the

Membars.

8.10. Confidentiality. Except as required by law or

legal process, each Owner and Affiliated Physician shall

maintoin the confidentiality of all documents and

infonnation provided by AmSurg or AmSurg Corp. in

connection with the fonnation of, and the business to be

conducted by, the LLC, including, but not limited to,

pro fonna financial infonna.tion, outcome studies,

infonmation concerning AmSurg Corp. and its bixsiness

strategy and any documents to be utilized in connection

with die ownership and operation of the Center and/or

the LLC, including strategic plans, capital and operating

budgets, employee compensation rates, and managed

care contracts and related documentation (tfae

"fafonnation"). No Owner or AfBUated Physician wiU

discuss or disclose any of the Infonnation to any third

party or take any action ttat could compromise the

confidentiality of the Information . without Ae prior

written consent of AmSurg Corp. ; provided, that the

Owneis may disclose the Infonnation to their personal

accountants, attorneys and other advisois Each Owner

and Affiliated Physician shall, upon tennination of his

'*"?. ^ or her meabersUp in Ac LLC. promptly fetura to

^-; AmSurg and the LLC all Information in his or her

possession, including witfiout linutation all policy,

procedure and proyam manuals and related documents,

and suck person shall not make or retain any copi es

Aereof. By their execution of fliis Agreement, each

Owner and AfEiliated Physician acknowledges diat the

Information is proprietary and contauis specialized

knowledge and data tiiat constitutes valuable mtellectua!

property.

AmSurg and AmSurg Coqi. shall caaintain the

confidentiality of the Infonn^ion Scorn any competing

business or facUities AmSurg or AmSurg Corp. may

own; provided, tfiat AmSing or AmSurg Coq». may

disclose the Information to their accountents, attorneys

and other advisors. By their execution of this

Agreemect, AmSuig and AmSiug Corp. sctaiowledgc

that tiie Infonnation is proprietary and contains

specialized knowledge and data that constitutes valuable

utellectual property.

Notwitbstanding flie foregoing, (he Infonnation shall not

include information that (a) is, or becomes, generally

available to the public, ottier than as a result of a

disclosure in breach of this SecSion 8. 10 by any Owner,

(b) is, or becomes, available to the Owner from a source

other than AmSurg or its representatives, provided that

such source is not, and was not, known by the Owner, to

be bound by a confidentiality agreement with, or any

other contractual, i5duciaiy or other legal obligation of

confidcntidity to, AmSurg or any of its Affiliates, and

(c) AmSurg agrees in writing was available to the

Owner receiving the Infonnation on a non-confidentia]

basis prior to disclosure.

8. 11. Triggering Events.

8. 11. 1. Each of the followiDg events shall be

deemed a WTnggering Event" for purposes of

this Section 8. 11 with respect to any Owner

(and such Owner shall hereinafter be referred

to as "Terminating Owner"):

8. 11. 1. 1 the death of such

Temiinating Owner or the Affiliated

Physician of such Terminating

Owner,

8. 11. 1^ the certification, of such

Termmatiag Owner or the Affiliated

Physician of such Terminating

Owner as peimaaently disabled by at

least two (2) licensed physicians;

8.11.13 sudi Tcnnitiating Owner or

the AJSUiated Physician of such

Tenninatuig Owner failing to

maintain active medical staff

privil^es at the Center or the

cessation of the practice of medicine

by such Terminating Owner or the

Affiliated Physician of such

Terminating Owner on a fall-time

basis (that is, at least Airty (30) hours

per week, forty weds pcryear);

8.11. 1.4 the relocation of the

practice of such Terminating Owner

or the AfiGliated Physician of such

Temiuating Owner outside of the

Market Area;

8. 11. 1 J such Terminating Owner or

the Affiliated Physician of such

Temiinating Owner no longer

mainiaming a current license to

practice medicine in the State of

Oregon (the foregoing not bemg

applicable to a tunporary suspension

of a license to practice in Oregon for

a penod of less than ninety (90)

days);

8.11. 1.6 such Tennmatmg Owner or

tfae AtRliated Physician of sud)

Tennmating Owner no longer

meeting the qualifications to be a

Qualified Owner,

8. 11. 1.7 such Terminating Ownra- or

the Affiliated Physician of such

Terminating Owner is involved in a

divorce proceeding or matrimonial

(Ussolution Aat become final and in

DM US 47637902-19.085092.C013

Exhibit 1 

Page 12 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 12 of 90
which a transfer of any of such

TCTrainatmg Owner's Manbership

Interest is ordered, in which case this

subsection shall be applied solely to

the ex-spousc of the Teroiuiating

Owner or Ae Affiliated Physician of

such Termmal:ing Owner, proviaed,

however, that in the event the LLC

exercises its right to purchase any of

the Terminating Ownea-'s

Membership Interest pursuant to this

subsecdon. tfae Tenninating Owner

or the Affiliated Physician of such

Teimmating Owner shall have an

option to repurchase such

membership interest far the same

purchase price paid by the LLC in

accordance with Section 8.11.2;

8. 11, 1.8 a Terminating Owner or the

AflSli^cd Physician ofaTeiminating

Owner (A) makes an assignment for

the benefit of creditors or admits in

writing his inability to pay debts

gaierally as they become due, (B)

implies to any tribunal for the

appointment of a trustee or receiver

of any substantial part of his assets,

(C) commences any voluntoy

proceeding under any baiAmptcy,

reorganization, airangement,

insolvency, rcadjustaicnt of debt,

dissolution or other liquidation laws

of any jurisdiction, (D) becomes the

subject of any involuntary

proceedii^s and such Termmating

Owner or flie Affiliated Physician of

such Tenninatmg Owner indicates

his approval, consent or

acquiesMnce, or (E) becomes Ae

subject of an wdcr appointing a

trustee or receiver, adjudicating him

bankrupt or insolvent or approving a

petition in any mvoluntary

proceeding, and such order remains

in effect for ninety (90) days;

8. 11. 1.9 the exclusion of such

Tcrmmating Owner or the AflBIiated

Physician of such Teiminating

Owner by the Centers for Medicare

& Medicaid Services or &e state

Medicaid agency from partiripation

in the Medicare or Medicaid program

for any reason;

8. 11. 1-IOthe conviction of such

Terminating Owner or the AfiSiliated

Physician of such Tcmiin^ing

Owner of a felony in violation of any

state or federal law related to

hcalthcare inatters;

8. 11. 1. 1 Ithe violation of fee

provisions of Section 8.2 by such

Tenninating Owner or the Affiliated

Physiraan of such Terminating

Owner: and

8. 11. 1. 12 the detennination by

AmSurg and ftie Ownras holding at

least a majority of Ifac Mcmbeiship

Interests then held by all Owners

(other than the Teanmating Owner)

that the Teiminating Owner's

Membership Interest shall be

repurchased by Ifac LLC.

8.11^. The Temiinating Owner shall notify

the LLC and the other Owners in writing of the

occurrence of such Triggering Event within

five (5) days of the Triggering Event

occumng. Each Onmer oflier than the

Terminating Owner shall have the option to

purcdiase the Memberehip faterest held by such

Tenninating Owner (the "Triggered

Interests"), allocated m this manner: the

amount to be purchased by a specific Owner

shall not exceed such purchasing Owner's pro

rata interest detennmed witii respect to such

Owner's current Membership Percentage in

the )-LC compared with the Membership

Percentages of other Owners other than the

TeroimariDg Owner, unless all of the Owners

other than the Tenninating Owner agree to

purdiase in dififerent proportions. The

purchase price for all of the Tenninating

Owner's Triggered Interests shall be die

"Purchase Price" of sudi Tri^ered Interests

(as defined below); each purdiasing Owner

shall pay a purchase price equal to the value of

the applicable portion of Ifae Triggered

Interests bdnag purchased by such Owner,

which shall equal the product of the Purchase

Price of the Terminating Member's collective

Triggered Interests . multiplied by Ac

percenti^e portion of the Triggered Interests

being purchased by such purchasing Owner.

The Owners purchasing the Triggered Interests

shall simiiltaneously close on such purchases)

on the BO"1 day folloming the date of notice of

the Tri^cring Event.

8. 11.3. To fhe extent that any Triggered

Interests are not purchased pursuant to Section

8. 11.2 as described above, the LLC, at the

direction of AniSurg, shall have the right, but

not the obligation, to purchase all, but not less

fern all, of the remMiung Triggered Interests

on die tenns and conditions described m

Section 8. 11.2. In die event the LLC exercises

DM US 47637902. 19.085092. 0013

Exhibit 1 

Page 13 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 13 of 90
its option, it shall give notice to the

Tenninating Owner and close on the purchase

of sudi Triggered Ihtsrests within 60 days of

notice of the Triggering Event.

8. 11.4. The purchase price (the "Purchase

Price"), for all of the Terminating Owner's

Triggered IntCTests shall be detennined as

follows:

8. 11.4. 1 If the Triggering Event is

one described in Sections 8. 11. 1.1

through 8. 11.1.8 and Section

8. 11. 1. 12, an amount equal to (i)

Aree (3) times the LLC Profit for the

twelve (12) calendar months

unmediately following the Triggering

Event Date (Ae "AppUcabIe 12

Mon& Period") plus the LLC's

interest expense for the twelve (12)

calendar months immediately

preceding tfae Triggering Event Date,

minus (ii) &e LLC's outstanding

Principal Indebtedness as of the

Triggering Event Date (the

"Prospective EBITDA Amount"),

with this amount multiplied by the

selling Terminating Owner's pro rata

percentage ownership interest in the

LLC.

8. 11.4^ If the Triggering Event is

one descnbed in Sections 8.11.1.9

and 8. 11. 1. 10, Ifac purchase price

shall be equal to 50% of the amount

detennined in accordance with

Section 8.11.4.1.

§. 11.43 If the Triggering Event is

described in Section 8. 11. 1. 11, the

purchase price shall be One Uollar

($1.00).

». ii.5. To the Cinent flie Purehase Price is

determined to be $1.00 pursuant to Section

8. 11.4.3, the appUcable portion of such amount

shall be paid by the purchasing parties to the

Tenninating Owner on the closing. To fte

extent the calculation oftfae Purchase Price is

dependent upon the Prospective EBrTD/(. '?

Amount, the LLC and/or fee purchasing"^

Owners shall not pay the purchase price at

closing and ao amount shaj] be due by the

LLC and/or the purchasing Owners at closing.

Ratfaer, at the closing, each of the parties

purchasing flie Triggered Interests shall deliver

to the Tcmiinatiag Owner a promissory note

evidencing his, her or its obligation to pay

their respective portion of Purchase Price (Ac

'Vromissory Note"), bearing simple interest

per annum at the applicable base interest rate

published by the U.S. Treasury to calcul^e

imputed iaterest as in effect on the last day of

the Applicable 12-Monfh Period, prcpayable

without penalty, and payable in not more than

twenty-feur (24) equal rnosthfy insialhneiits,

comromcmg one (1) montii after the end of the

Applicable 12-MorifliTeriod. The nuiker

under such promissoiy note shall not pay or

owe any interest with respect to the Applicable

12-Month Period or with respect to the fact

that the purchase price will not be paid until

after the end of the Applicable 12-Monlh

Period.

Wthin thirty (30) days after the end of fte

Applicable 12-Monfli Period (the

"Detennination Date"), the Boaid shall

calculate Ac Prospective EBTTDA Amount

and the resulting Purchase Price hereunder,

and shall deliver a copy of such calculations to

the Terounating Owaei and each of the

purohasers of the Triggered Interests. Upon

receipt of sudi calculations, eadi of the

purchasers shall have the option to eiAer pay

their respective portion of the Purchase Price

(A) in full, in legal tender of die United States,

by check or by wire transfer; or (B) pursuant to

the tenns of the Promissoiy Note feat he, she

or it delivered at the closing.

8.12. Annual Certification. In order to assist the

LLC in detennining vAefliff it meets the standards set

forth in the safe harbor to the Anti-Kickback Statute

qiplicable to ambulatory surgery center inveslments,

each physician Owner and AJGBUated Physician shall

certify annually to Ac LLC in writing, with respect to

the prior fiscal year, on or before March 31: (i) the

poitioH of his or her aimual professional incoiae derived

from perfonnuig outpatient surgical proceaures; and (ii)

tine percentage of sudi Owner's outpatient surgical

procedures fliat WKC pcrfonned at the CentCT. A copy

of the fonn of Annual Certification is attached hereto as

Exhibit B. For puiposes of this Secdon 8. 12,

"ou^atient surgical procedures" means those suigical

procedures that were aufliorized to be performed in

ambulatory surgical centers under (li e applicable

Medicare regulations for the prior fiscal year. The

Maisb 31 annual certification requirements shall

conunaace on March 31, 2014 witt respect to the fiscal

year cndmg December 31, 2013 and shall continue each.

yearfliereafter.

8.13. Fiduciary Duty. Notwithstanding the

foregoing or any other provision of dus Agreement or

qiplicable law, eadi Owner and Affiliated Physician

»da>onrte<^es md ayccs flat AmSuig and its AffiUate

may owo and opcrtfc, and may cwitinuc to own and

optsrate, fiusUitics and imsmesses located wiflun fl»e

fttokict Area diat compete wift flw busmcM of the LLC

Tlic Ownas and dte Ajiaiated Physicians acioncmrtedgt

DM_US 47637902-19.085092.0013

Exhibit 1 

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^

\,. ^-

and as^es that AmSui'g and its AfiGUates shall not be

restricted in the o^Wlcrship fx cycratiou of any such

competing fadlMcs and businesses, shall have no

obligation to yve priority to the ownership and

operation of Ae business of the U_C, and shall heve no

obli^tton or liability to Ac LLC or the Owna-s as a

result of actions (atom in fiirthcrancc of the owm»sh4> or

operation ofsudi competing faalitits and businesses.

9. OFFICERS

9. 1. Appointment of Otficers. The Board shall

appoint a President and may appoint one or more Vice

Presidents, a Treasurer, a Secretaiy and such other

ofiBcere as the Boaid shall elect from time to time, all of

whom will be AfiEUiates of AmSurg, to serve as the

officers of the LLC.

9.2. Term. The- OfRcers shall serve for an

indefinite term until removed and replaced by the

Board.

9.3. Presldtnt

9.3. 1. General. SiAjcct to the provisions of

this Agreement, including without limitation

Sections 7.3 and 7.4, the management of tfae

business affiaiis of the LLC shall rest with the

President, who shall have all the authority

which may be possessed by a president

pursuant to tfae Act, and such additional

authority as otherwise confeired by law or is

necessary or advisable in the discharge of the

duties of the President under this Agreement.

The President shall perfonn his or her duties to

die best of his or her ability and shall use his or

her best efforts to cany out the business of the

LLC. The President shall not serve as an

agent, officer, employee, or consultant for any

competing business or facilities AmSuig or

AmSurg Coip. uiay owu.

9.3.2. Powers. Subject to the provisions of

Sections 7.3 and 7.4 and those powers reserved

to the Members and the Board by this

Agreement or the Articles ofOiganizatiou, the

Pniridcnt may, on behalf of and at die cost,

expaise and risk of the LLC and in acconlancc

with the operatmg and capital budgets of the

LLC:

9.3.2. 1 On behalf of &e LLC,

spend the capital and net income of

the LLC in the exercise of any rights

or powers possessed by fte Presiduit

hereunder;

9.33..2 Make capital expenditures

on behalf of the LLC;

9.3.2.3 Cause the LLC to lease,

acquire, own, iiianage and operate th®

Center, and e&te into agreemenls

contaming sudi tams, provisions and

awidituics as &e President msiy deem

a^sabfa^

9.3.2.4 Cause the LLC to lease,

acquire, own and operate any

equipment, fixtures, supplies or other

itaans necessary for the operation of

theCeatCT;

932.5 On behalf of and fw Ac

baiftGt of the LLC, mter into any

contracts or arrangcm<aits necessaiy

for tte craiduct of die business of Ac

LLC;

9.3^.6 Purchase fiom or through

others conteacts of liability, casualty

and otfaer insurance which the

President deems advisable for the

protection of the LLC or for any

puipose convenient or baieficial to

theLLC;

9.32.7 On behalf of and for the

benefit of &e LLC, incur

indebtedness;

9J.2. 8 Sell or oAcrwise dispose of,

upon such tesms and conditions as

the President may deem advisable,

appropriate or convenient, any of the

assets of the LLC that do not

constitute all or substantially all of

the LLC's assets;

9.3.2.9 Establish bank accounts in

the name and on behalf of the LLC

and designate <fae sigaatories thereon;

9.3^.10 Invest ia shon-tenn debt

obligations of fedaal and state

governments and flieir agencies,

commercial paper and ctartificates of

deposit of commercial banks, savings

bank or savings and loan associations

and "money market" mutual funds,

such JBmds as are temporarily not

required for the puiposes of die

LLC's operations; and

9.3J2.11 Delegate all or any of its

duties haeunder aiid, in furtherance

of any such dele^tion, appoint,

employ or contract wiA any person

(incliuUng AflBUates of the Meonbas)

for the transaction of the business of

ttie LLC, which persons may, under

the supCTvision of Ifae Presidart, act

as consultants, accountants,

attonneys, brokers, escrow agents, or

DM_US 47637902-19.0S5092.0013

Exhibit 1 

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Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 15 of 90
^

f\

^^

in any other capactty deemed by the

President necessary or desirable, and

pay appropriate fees to any of such

persons. Without limitmg the

foregoing, AmSurg may delegate to

AmSiug Coip. the authority to

negotiate and execute agreements

with payois on behalf of the LLC.

9.4. Duties. Without further charge to flie LLC

other than the cxpffises outlined in Section 5.2 hereot,

AmSurg, Ihrou^i the President, shall consult in and

oversee Ifae admniistrative operations of the Center and,

subject to Ae temis of this Agreement, including

widiout limitation Seitions 7.3 and 7.4, and die general

direction and control of the Board, cooidinate all

business and administrative activities pertaming to die

Center, including, but not m any way lunited to, Ac

following:

9.4. 1. Assist the Center in operating in an

efficient and business like manner;

9.4.2. Coordinate the purchase or lease of

equipment, supplies and phannaceuticals

(inchiding purchases through national

purchasing programs) necessary for the

operation of the Center;

9.4.3. Coordinale all reasonable and

neccssaiy actions to maintain all licenses,

pennits and certiiBcates required for the

operation of the Center, and to ensure that all

appropriate certification and accreditation

available to the Center's operations are

obtained;

9.4.4. Coordinate, with the support of the

Medical Director and the Board, ongoing

marketing progranis to increase communily

and psyai awareness of the Center;

9.4.5. Negotiate the amount and method of

reimbursement that the Center will receive

fiom all q>propriate tfurd party payers, both

public and private;

9.4.6. Establish, inaiatain, revise and

administer, wift the support and apprcival of

the Board, the overall chaige structure of the

Center and arrange for payment of sudh

charges by ofters, whm appropriate;

9.4.7. Anange and i>%otiate financing for

equipment and future ciyital needs of tfae

Craiter;

9.4.8. Develop and revise, subject to

q>proval by the Board, all necessary policies

and operating procedures pertaining to each

aspect of fte Center's operations (except for

policies and procedures relating to corporate

and regulatory compliance, employment

mattCTS and financial rq>ortmg matteis, which

shall be approved by AmSurg aad shall not be

subject to Board approval);

9.4.9. Hire, supervise, discipline and

discharge, in conjunction with the Medical

Dn^ctor, dl pCTSons woikingin tfaejCeater and

providing direct patient care, as needed;

9.4. 10. Tnun Center parsonnel witt respect

to all aspects of Ihe Center's operations,

including but not limited to administrative,

clinical, financial and cnaricriing matters;

9.4.11. Arrai^e for tfie purdiase by fee LLC

of necessary insurance coverage for tfae

Center;

9.4. 12. Establish and administer accounting

procedures and controls and systems for the

development, preparation and keeping of

records and books of accounting related to the

business and financial aflfairs of the Center;

9.4. 13. Oversee the preparadoa of tiie amiual

report and tax information returns required to

be filed by the LLC, and deliver a copy of

same to the Members in a timely manner as

needed;

9.4. 14. Furnish the LLC in a timely fashion

monthly operating reports and other repoits

reasonably requested by Ac Board or any

Director,

9.4. 15. Prepare for Board review all capital

and annual operating budgets as needc<^ and

9.4. 16. Perfonn all duties herein required of

it in good faith and wift reasonable diligence

so as to maximize the Center's ability to

rfGciently provide qipropriate quaiity health

care to patients.

For the avoidance of doubt, (a) AmSurg shall not

allocate or charge to the LtC any of its gcnaal

coqrorate ovafacad expenses relating to the services to

be provided by AmSurg piusuant to this Section 9.4 and

(b) AmSurg shall not at any time impose on die LLC a

percentage-based or other recumng management fee.

9.5. Right to Rdy Upon tte Authority of tte

Preslduifc No person dealing wiA tfac President shall be

required to determine tfae Presiifcnt's authority to mfll»

any nmumtmBnt or undcrtdding <MI bdhatfof^ LLC,

not to dctemunc any fact or circumstance bearing lyon

fee udstence of its uiflimity. In addition, no purdtasa'

of any property of the LLC shall be requuid to

ddcnnine the sole and exclusive authority of die

President to sign and deliver on behalf of Ac LLC any

instrument of transfw, or to see to the ^)plicalion or

distribution of revenues or proceeds paid or credited in

connection therewith, unless such purdiasere shall have

DM_US 47637902-19.085092.0013

Exhibit 1 

Page 16 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 16 of 90
received written notice from the LLC affecting the

same.

9.6. Vice President The Vice President or Vice

Presidents (if any) shall assist the President in the

management of the LLC, and shall perfonn such other

duties as the Board may firem time to time prescribe.

9.7. Secretary. The Secretaiy shall be responsible

for recording the minutes of all Board and Member

meetings. The Sccretaiy shall have the responsibility of

auflienticatmg records of the LLC and receiving notices

required to be sent to the Secretary and shall perfona

such other duties as the Board may from tune to time

presnibe.

9.8. Treasurer. The Treasurer shall have custody

of the LLC's funds and securities, shall keep or cause to

be kept fall and accurate account of receipts and

disbursements in books of the LLC, shall disburse or

cause to be disbursed the funds of the LLC as required

m the ordinary course of business, and shall perfonn

such other duties as may be incident to his or her oflBce

or as prescribed by Ac Board.

9.9. Limitation on UabiUty. An Officer shall not

be liable for any action taken as an Officer, or any

faUure to take actica as an OfGcer, except to the extent

that such OfBcer's conduct failed to comply with the

standards set forth in Sedion 48-249-115 of the Act

9. 10. Res^nation. Any Officer of the LLC may

resign at any tune by giving written notice to tiw

Members. The resigpation of any OfiTicer shall take

effect upon receipt of notice thereof or at such later time

as shall be specified in suchnoticc; and unless oflierwise

specified tfaerein, the acceptance of such resignation

shall not be necessary to make it effective.

9. 11. Compensation and Reimbursement. No

Officer shall have any right to compensation for services

performed on behalf of the LLC except as determined

firom time to time by the Board. Notwiflistanding the

foregoing, an Officer shall have the right to be

reimbursed by the LLC for any reasonable and

documented out-of-pocket expenses incunred by such

Ofiicer in connection wife any services perfbnned by

such Officer on behalf of the LLC.

9. 12. No Exdusb'fc Duty. Each Officer may have

other business interests and may mgage in other

activities in addition to those relating to the LLC.

NeMier flie LLC nor any Member shall have the right to

share or participate in such other invcstaieats .or

activities of such Officer based on SU(A OfBcer's status

as an Officer of the LLC. No Officer shall incur any

liability to any Member or the LLC as a result of

engaging in any other business or venture.

10, INDEMNINCAT10N

] 0.1. Authority to Indemnify- The LLC shall

indemnify, and upon request shall advance expenses to,

an individual made a party to a proceeding because sudi

individual is or was a Responsible PCTSOU, to the fiill

CTtent peimitted-by law-, against liability-incun-ed-in the

proceeding if the Responsible Person satisfies the

following standard of conduct:

10. 1. 1. The Responsible Person's conducl

was in good faith and the Responsible Person

reasonably believed (a) in the case of conduct

in the Responsible Person's ofEcial capacity

with the LLC, that his or her conduct was in

the best mterestofthe LLC and (b) in all other

cases, that his or her conduct was at least not

opposed to the LLC's best interest; and

10.1.2. In the case of any criminal

proceeding, the Responsible Person had no

reasonable cause to believe his or her conduct

was unlawful.

10.2. Limitations on Authority to Indemnify.

Except as required by applicable law, the LLC may not

indemnify a Responsible Person (a) in connection with a

proceeding by or in the right of the LLC m which the

Responsible Person was adjudged liable to the LLC, and

(b) in connection with any other proceeding charging

improper persona] benefit to such Responsible Person,

whether or not involving action in the Responsible

Person's official capacity, in which the Responsible

Peison was adjudged liable on the basis that personal

benefit was improperly received by such Responsible

Person.

The indenmification and advancement of

expenses granted pursuant to this Article 10 shall not be

deemed exclusive of any other rights to which a

Responsible Person seeking iadeimufication or

advancement of e^enses may be entitled, whether

contained in fliis Article 10, Ae Articles of

Oigaaizatioa, &c Act, a resolution of the Board, or an

agreement providing for such indenuufication; provided,

however, that no indemiufication may be made to or on

behalf of any Responsible Person if a judgment m other

final adjudication adverse to the Responsible Person

establishes his or her liability:

10.2. 1. For any breach of duty of loyalty to

the LLC or fts Manbers;

10.2.2. For acts or omissious not in good

faith or which involve intentionid misconduct

or a knowing violation of law, or

10.2.3. For any liability for unlawful

distributions incun-ed under Section 48-249-

307 of die Act,

10.3. Advances for Expenses. To the full extent

pennitted by law, flic indemnification and advances

DM_US 47637902-19. 085092. 0013

Exhibit 1 

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Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 17 of 90
't:r.

provided for herein shall mclude expenses (mcluding

attorneys' fees), judgments, fines and amounts paid in

settlement. If the LLC advances expenses to a

Responsible Person pursuant to this Article 10 and it is

subsequently determined that the Responsible Person is

not entitled to iademnification, the Rjespoasible Person

will repay such advances within fifieeh (I5)~ Says of

such determination.

10.4. Indemuification of Oflicers, Employees and

Agents. An Officer, employee, independent contractor

or Agent of the LLC who is not a Rcspomible Person is

entitled to indemnification and advancement of

expenses to the same extent as a Responsible Person.

The LLC shall also mdemnify and advance expenses to

an Officer, employee, independenl contractor or Agent

who is not a Responsible Person to the extent required,

consistent with public policy, by specific action of the

Board or by contract.

11. FISCAL MATTERS

11. 1. Books and Recurds. The LLC's books and

records (including a current list of fee names and

addresses of all Members) and an executed copy of this

Agreement, as currently in effect, shall be mauitained at

the principal executive office of the LLC, and each

Member shall have access thereto at all reasonable

times.

11.2. Fiscal Year. The fiscal year of die LLC shall

be the calendar year.

11.3. Tax Status; Elections. Notwithstandmg my

provision hereof to the contrary, solely for purposes of

the federal income tax laws, each of the Members

hereby recognizes that the LLC will be subject to all

provisions ofSubchapterK of Chapter ! of Subtitle A of

the Code; provided, however, the filing of a U.S.

Partnership Return of Income shall not be construed to

extend the puiposes of the LLC or expand the

obligations or liabilities of Ifae Members. Upon the

transfer of an interest m the LLC or m the event of a

distribution of the LLC's property, the Tax Matters

Member may, but is not required to, elect puniiant to

Section 754 of the Code to adjust tihe basis oftfae LLC's

property as allowed by Sections 734(b) and 743(b)

thereof.

11.4. Reports to Members. As soon as reasonably

practicable after the end of each fiscal year, but not lato

tfaan ninely (90) days after the end of each fiscal year,

tfae LLC shall mafce available to eadi Member an

unaudited balance sheet of the LLC at tfae end of the

previous fiscal year and unandited statements of income

or loss of fee LLC for such year. In addition, fee LLC

will deliver to each Member unaudited monthly

summaries of its opwations.

All such financial statements shall be prepared

on an accrual basis of accounting in accordance with

generally accepted accounting principles consistcaitly

applied. The LLC shall also fiuaish to each Member not

later than ninety (90) days after Ae end of each fiscal

year whatever infonnation may b& necessary for

Members to file tfieir federal income tax returns. The

LLC will also make avmlable to each Member upon

request a copy oT summary sf'all state aaa/or local tax

returns which are filed by the LLC.

11.5. Banking. All funds of the LLC shaU be

initially deposited in a separate bank account or

accounts or in an account or accounts of a savings and

loan association as shall be detennined by the Board,

but such funds may be invested as provided in

Section 9.3.2.10 hereof.

11.6. Tax Matters Member. AmSurg shall be the

Tax Matters Member within the meaning of the Code.

12. ASSIGNMENT AND TCRMINATION OF

MEMBERSHIP INTERESTS AND

ADMISSION OF NEW MEMBERS

12. 1. Assignment of Membership Interests. No

Owner may assign or transfer all or any part of his, her

or its Membership Interest in fte LLC (including any

Financial Ri^its, Govcroance Ri^its or other rights

pertaining to a Membership totercst) except as follows:

12.1.1. Subject to the provisions of

Section 12. 2 hereof, a Member inay assign all

or any part of such Member's Membership

Interest to anotiier Member, without the

consent of any Member other Aan the

assignee;

12. 1.2. Subject to the provisions of

Section 12.3 hereof; a Manber may assign

such Member's Membership Interest to any

person who is not a Member who meets, or

upon admission as a Member would meet, ifae

requirements to be a Qualified Owner;

12, 1.3. A Member may not assign all or any

part of such Member's Financial Rights in the

LLC except puisuant to a simultaneous

assignment of the GovHnancc Rights and

other rights pertaining to die entire

Membership Interest to which such Fmancial

Rights relate puisuant to this Article 12;

12. 1.4. Governance Rights may not be

assigned to another parson except pursuant to a

simultaneous assignment of the Financial

Rights and other rights pertaining to the entire

Membership Interest to which such

Governance Rights relate pursuant to Ifais

Article 12;

12.1.5. AmSuig may assign all or any part of

its Membership Interest to a third party

without Ae consent of any Member; provided,

DM US 47637902-10. 0S5092. 0013

Exhibit 1 

Page 18 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 18 of 90
however, that AmSurg may not assign all or

my part of its Membership Interest to a

hospital located in the Market Area, including,

without limitation. St Charles Health System

or aay of its AfiUiates, without obtaining the

prior written consent oftfae Owners holding at

least a majority of flie MTembeislup Iriieres&

held by tfae Owners; and

12. 1.6. The LLC need not recognize any

assignment of all or any part of a Membership

Interest other than an assignment described in

Sections 12. 1. 1 throu^i 12. 1.5 hereof, Any

other assignment or attempted assignment

shall be void. No assignment shall be effective

until written notice thereof has been provided

to the LLC and any other applicable

requirements set forfli in this Agreement or Ifae

Articles of Organization have been satisfied.

12.2. Assigament of Membership Interest t»

Another Member. A Member may assiga all or any

portion of such Member's Membership Interest to an

existing Member if: (a) the assignee accepts such

assignment, (b) the assignor and the assignee give prior

written notice of such assignment to the LLC, and (c)

the assignment is q>proved by die Board. Upon

satisfaction of the conditions specified in the foregoing

sentence, the LLC will cause Exhibit A hereto to be

amaided to the extent required by Section 12.9 hereof

and the assignee vrill become the holder of the

Membership Interest so assigned.

12.3. Assignment of Membership Interest To A

Non-Member. If an Owner (the "Transferor") desires

to transfer, assiffl or sell all or any portion of his, her or

its Membership Interest (the "Oflfered Interests") to a

third party that is not an existing Member and that

meets, or upon admission as a Member would meet, the

requirements to be a Qualified Owner (Ae

"Transferee"), fce Transferor shall obtain JS-om the

Transferee a bona fide written offer to purchase die

Offered Interests, stating the terms and conditions upon

which the piirchase is to be made and the consideration

offered therefor (the "OfiEer"). The Transferor shall give

notice to tfae LLC and the remainmg Members) of his,

her or its intention to sell, fiunishing a copy of (he entu-e

Offer (the "Notice").

12.3. 1. Right of First Refiisd.

12.3. I. 1 Within thirty (30) days of

the receipt of Notice (the

"LLC Option Period"), the

LLC may exercise an

option to purchase all but

not less ifaan all of the

Offered Interests proposed

to be sold by the Transferor,

upon the terms and

conditions and for the same

consideration stated in the

Offer. The LLC, at the

direction of the Board, shall

exercise such option by

giving written notice both

to the Transferor and each

other "Member witliiii'ffie

LLC Option Period. Should

the LLC fait to give written

notice wifliin such LLC

Option Period, the LLC

shall be deemed to have

waived such option.

12.3. 1^ rf the LLC does not

exercise its option to

purchase all (but not less

than all) of the Offered

Interests, each Member

ofheT than the Transferor,

wifem thirty (30) days

beginning on the earlier of

the expiration of the LLC

Option Period or the date of

the written notice from fte

LLC waiving such option

(the "Member Option

Period"), may exercise an

option to purchase the

Offered Interests upon the

same tenns and conditions

and for the same

consideration stated in the

Offer, on a basis pro rata to

their Membwship

Percentage (or on a basis

pro rata to the interest of

those remaining Members)

exercising this second

option to purchase), or such

other allocation as all of

the purchasing Members

may agree to among

fliemselves. The othaMembers shall exercise

such options by giving

written notice both to the

Transferor and each other

Member wifliin the Member

Option Period. Should a

Member fail to give written

notice within the Member

Option Penod, the Member

shall be deeined to have

Waived such option.

12.3. 1.3 In the event any Member

shall not have exercised his

or her option to purchase

DM_US 4763T902-]$. OS5092. 0013

Exhibit 1 

Page 19 of 90

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iQs.

Q;

i^

the Offered Interests, each

other Member who

exercises in fiill its option

pursuant to Section ! 2.3. 1.2

may, within ten (10) days

after the expiration of the

Memb» Opflou Period (the

"Over-AUotmait Period"),

exercise an option to

purchase die remaining

Offered Interests upon the

tenns and conditions and

for the same consideration

stated in the Offer. In the

case of a siiigle Member,

his or her option shall be to

purchase all of the

remaining Offered Tntercsfcs.

In die case of two or more

other Members, each such

other Mcinber's option shall

be to purchase die amount

all such other Members

may detennine by

agreement among

themselves, or if ifaey

cannot agree, by one or

more successive allocations

in the proportion that the

Membership Interest owned

by each of the eligible other

Members bews to the total

Membership Interests

owned by all such eligible

other Members. Such other

Members shall exercise

such options by givuig

written notice both to the

Transferor and each other

Member within the OverAllotment Period. Should a

Membff fail to give written

notice within the OverAUotment Penod, the

Member shall be deemed to

have waived such option.

12.3. 1.4 The LLC and tfae other

Members must, in the

aggregate, exercise their

options to purchase all of

the Offered Interests;

otherwise, their options

shaU be forfeited.

12.3. 1.5 Notwithstanding anything

contained herein to the

contrary, tee limits under

this Section 12J.1 may be

waived with respect to any

proposed transfer or

assignment by an 0^vne^

provided that such fa-ansfer

or assigtiuient is approved

by tfae Board and the

Mmibers elect to waive

their rights under this

Section 12.3. 1.

12.3.2. If the right of first refusal options set

forth above are forfeited or waived, then

within ten (10) days after the expiration of the

last option period granted above, the

Transferor may transfer the Offered Intwests

to the Transferee named in the Notice upon the

tenns. specified therein, provided (i) such

Transferor has provided the Notice, (ii) such

transfer, sale or assignment is in compliance

with the Securities Act of 1933. as amended

(the "Securities Act"), and all applicable state

securities laws, and, if requested by the Board,

such Tramsferor has delivered an opinion of

such Transferor's counsel to the LLC, in form

and substance reasonably satisfactory to the

LLC, to tiie effect ifaat such transfer is either

exempt fiom the requirements of the Securities

Act and tfae ^>plicable securities laws of any

state or that such registration requirements

have been complied wth, (iii) tfae Board

approves such transfer, sale or assignment

(iv) the proposed transfer, assignment or sale is

made in compliance with this Section 12.3.2,

and (v) the TransfCTee executes a joinder to

this Operating Agreement and agrees ia

writing to be bound by the tenns hereof. Upon

the satisfaction of the condidons set forth in

the preceding sentence and tfae making of the

assignment, the LLC will caus-e Exhibit

hereto to be amended in accordance witii

Section! 2.9 hereof and the assignee will

become a Member holding the Membership

Interest so assigned.

12.4. Tenmbaation of a Membership Interest

Notwithstanding any provisions to the contrary

contained in the Act, a Member's Memb»ship Interest

shall be terminated only on the application of the LLC

or another Member as described in Section 48-249-

503(a)(6) of the Act In the event a Manba-'s

Mcmbersliip interest is tenninated:

12.4. 1. If the business and existeace of tihe

LLC are not continued, the Member whose

Membership Interest is tennlnated is entitled to

receive the Member's distribution pursuant to

Article 13; and

12AJ2. If the business and existence of the

LLC are continued, the Member whose

DM_US 47637902-19.085092.0013

Exhibit 1 

Page 20 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 20 of 90
B

m^-

Membership Interest is terminated is entitled to

receive the lesser of:

12.4. 2. 1 The value of the Member's

Membership Interest on a going

concern basis as deterauned by the

LLC within 90 days of the

termination date, or

12.4.2.2 The value of the Member's

Membership Interest on a liquidation

basis as detennincd by the LLC

within 90 days of fee tennination

date.

If a Member's Mambeiship Interest is terminated in

contravention of this Agreement or ttie Articles of

Organization, the Member forfeits its Governance

Rights and shall be liable to the other Members for

damages incurred by the other Membws and the LLC as

a result of the wrongfiil termination. Such damages may

be ofifset against any amount to be paid to fte

tenninating Member. Any payment to a tciminating

Member shall be paid to the tennij iating Member within

six months of As determination of die amount of the

payment.

12.5. Restrictions on Assignment No Member

shall be permitted to assign such Member's Membership

Interest, Finaacia) Rights or Governance Rights if such

assignment would result in the LLC being taxed for

federal income tax purposes as an association taxable as

a coiporation or would constitute a violation of any

applicable federal or state law. Each of the Members

hereby agrees and acknowledges that the restrictions on

assignment contained in Ais Article 12 are not

unreasonable ui view of fee nature of the parties and

their relationships to one another and the nature of the

business of the LLC,

12.6. Rights and Obligations of Former

Members. A Member who assigns all of the

Governance Rights of such Member or whose

Membership Interest is otherwise teammated shall cease

to be a Member, provided, however, that such fonner

Member or any Successor shall remain liable to Ae LLC

for any obligations of such Member for unlawful

distributions uuda Section 48-249-307 ofAe Act.

12.7. Admission of New Members / Issuances of

Equity. The admission of a new Member pursuant to

the issuance of a new Membershq? Interest which is not

acquired pursuant to my assignment by or from any

existing or fonner Menibcr (a "New Member"), or the

issuance of a new Membership Interest to an existing

Member must be approved by the Boaid. In die case of

a New Manber, the New Member shall receive the total

amount of the Membership Interest to be received by the

New Member, as detennined by the Board (the "New

Member Interest"), as follows:

12.7.1. If AmSurg's Membership Percentage

at the time any New Member is to be admitted

is greater than 51%, then AmSurg and each

Owner shall transfer to sudi New Memba its

or his pro rata share, on the ba.sis of its or his

then-cuirent Membership Percentage, of the

New MemBcr Interest provided, however, that

in no event will AmSurg be required to

transfer any portion of its Membership Interest

to the New Member that would result in

AmSurg's Membership Percentage following

any such transfer falling below 51.0%; and

provided, further, that &e Owners may elect to

transfer their Membership hterests in such

other proportions as ftey may mutually agree.

In the event that the MemberAip Interest to be

transfened by AmSurg is so limited to prevwit

AmSurg's Membership Percentage from

falling below 51. 0%, each Owner shall transfer

to the New Member his pro rata share, on fte

basis of such Owner's thcn-cuirent

Membership Interest as a percentage of the

Membership Interests held by all Owners, of

the Membership Interest that would have

otherwise been transfeired to the New Member

by AmSurg; provided, tfaat die Owners may

elect to transfer their Membership Interests in

such other proportions as they may mutually

agree.

12.7.2. If AmSurg's Membership Percentage

at the time any New Member »$ to be admitted

is equal to or less than 51%, then each Owner

shall transfer to the New Member his or her

pro rata share, on the basis of such Owner's

Ihen-cmrent Membership Interest as a

percentage of the Membership Interests held

by all Owners, of the New Member Interest;

provided, thatthe Owners may elect to transfer

their Membership Interests in such ofiicr

proportions as they may mutually agree.

12.7.3. All proceeds coirespondug to the

transfer of any Membership Interest to a New

Member pursuant to this Section 12.7 shall

belong exclusively to the party ttansferring

such Membership Interest, and, for the

avoidance of doubt, neither the LLC nor any

oflier Member shall have any right to such

proceeds.

Notwithstanding anyflung contained herein to the

contraiy, the Members acknowledge and agree Aat it is

the Members' intention that AmSurg will always own a

51% or greater Memba-ship faterest in the LLC.

12.8. Government Regulation. If a Fundamental

R^ulatoiy Change should occur, AmSurg or its

Afifiliates or assigns may, at their option, purchase some

or all of the Membership Interests of Owners for a

DM_US 47637902. 19.085092. 0013

Exhibit 1 

Page 21 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 21 of 90
Ma.

purchase price equal to (a) three (3) times fte LLC

Profit plus <he LLC's interest expeiise for the preceding

twelve (12) calendar months (if the Center has not been

in operation for a full twelve (12) months, the last six

(6) months of LLC Profit will be annualized for this

calculation), minus (b) the LLC's outstanding Principal

Indebtedness, with ffiis amount mulfiplied T)y the

Membership Interest of Owners being purchased

hereunder.

The detennination that a Fundamental

Regulatoiy Change has occurred shall be made by (a)

counsel to AmSurg, with the concurrence of counsel to

Owners, (b) counsel to Owners, with the concurrence of

counsel to AmSurg or (c) if counsel to AmSurg and

Owners cannot concur, by a nationally recognized law

fmn with expertise in health care law jointly selected by

AmSuig and Owners.

The Membership Interest that may be

purchased by AmSurg pursuant to this Section will not

exceed the minimum Membership Interest nsquired to

be purchased as a result of (he Fundamental Regulstoiy

Change.

In the event of a Fundamental Rcgulatoiy

Change and Ac exercise by AmSurg of its option as

described above, Ae purdiase price of the Membership

Interest purchased shall be determined and payable in

the manner hereinafita- set forth:

12.8.1. Owners shall be paid 20% of the

purchase price (net after reduction for any

obligations owed by any Owner to ttie LLC),

in cash and 80% by AmSurg Coq). 's nonnegotiable promissory note payable in four (4)

approximately equal annual installments of

principal, commencing twelve (12) months

after the closing, togetfaer with interest at a tale

equal to one-half percentage point over the

Prime Rate.

The note shall contain provisions for

(a) die acceleration of die entire unpaid

balance of principal and accrued interest at the

option of the holder in the event of de&ult in

payment of any principal or interest when due,

(b) the payment of reasonable attorneys' fees

m the event of default, and (c) prepaymcnt,

without paaalty, of all or any part of the unpaid

principal, any prepayment being first applied

to then accrued interest.

12.8^. If in dispute, all determinations of

LLC Profit required under tfais Section 12.8

shall be made by an independent certified

public accountant acceptable to bath Owners

and AmSua^ aad any such detenniaation so

made shall be binding on aU parties.

12.8. 3. If an Owner's Membership Interest is

acquired pursuant to this Section 12.8, such

Owner will be distributed a pro rata share of

the Available Cash Flow allocated to that

Membership Interest for the month in which

AmSurg purchases the Membership Interest

based upon the number of days during such

month prior to such purchase in relation to the

total niuiiber of days 'ia such month. Such

distribution shall be made within ninety (90)

days after the end of such month.

12.8.4. No payment other than those

specifically provided for herein shall be due or

payable with respect to the Membership

Interest of any Owner. Any debt due by the

LLC to any Owner shall be payable according

to its tenns.

12. 8.5. Any closit^ of the purchase of an

Owner's Membership Interest pursuant to this

Section 12.8 shall be held at the principal

office of the LLC within thirty (30) days

following the exercise by AmSurg of its option

to purchase such Membership Interest as

described aboveAt the closing, AmSuig shall pay,

upon the tenns specified hereiaabove, the

determined value of such Membership Interest

to such Owner, after receiving appropriate

releases and satisfactiMis.

12.8.6. AmSurg may transfer or assign any

of its rights to purchase the Membership

Interest of an Owner to AmSurg's Affiliates or

assigns.

12.8.7. If AmSurg or its Affiliate purchases

some or all of the Membership Interest of an

Owner pursuant to this Section 12.8, AmSurg

will use its best efforts to have such Owner

released firom the appropriale portion of

Principal Indebtedness, if any, guaranteed by

such Owner. In the event that m Owner is not

so released, AmSurg and AmSurg Coip. will

indcmniiy and hold hannless sudi Owner Bmm

liability resulting from that portion of such

guaranty.

12.9. Amendment to Exhibit A. An appropriate

amcndmart to the amounts shown for capital account

balances and Membership Percentages on Exhibit A

hereto shall be made upon: (a) my assignment or

tennination of a Membership Interest described in

Sections 12. 1. 1 teough 1Z1.S hereof, (b)Ae admission

of any New Member under Section 12.7 hereof, or

(c) any purchase of a Membership Interret pursuant to

Section 12.8 hereof.

12. 10. Pledge of Membership Interest No pledge

of an Owner's interest may be made without the

approval of AmSurg. The pledge of or Ae granting of a

security interest, lien or other encumbrance in or against

DM_US 47637902-19. 085092. 0013

Exhibit 1 

Page 22 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 22 of 90
ri'.'

Ki.^

I

any or all of a Member's Membership Interest shall not

constitute an assigmneat or transfer ofsudi Membership

Interest for purposes of this Article 12 or cause such

Member to cease to be a Member or to cease to have the

power to exercise any of its rights or powers 9s »

Membec. Any such pledgee shall not be a Member and

shall not be entitled to any rights of a Member, other

than the right to receive profit and loss allocations and

distributions to the extent pennitted by applicable law,

unless such pledgee becomes a Member pursuant to

Section 12. 3 hereof. In any event, the foreclosure of or

exercise of other secured party remedies with respect to

such pledge, security interest, lien <w other encumbrance

resulting in an Assignment of any such Membership

Interest shall noneAeless be an Assignment subject to

the restdctions of Article 12. AmSuig shall have tfie

right to pledge or grml a security interest, lien or other

encumbrance in or against any or all of its Membership

Interest.

13. DISSOLUTION, WINDING UP, AND

TERMINATION OF THE LLC'S

EXISTENCE

13. 1. Term. The teran of the LLC shall continue

until earlier tenninated in accordance with the

provisions of this Agreemait. The Membera intend for

die term of the LLC, and their involvemart in the

operation thereof, to continue until the Members

mutually agree otherwise. No Member shall take any

action uailaterally to tCTminate the LLC or withdraw as

a Member.

13.2. Events Causing Dissolution and Winding

Up. The LLC shall be dissolved and its affsurs wound

up only upon the occurrence of the following events

(individually, a "Dissolution Event"):

13.2. 1. At any time with the prior approval

of AmSurg and Ae Owners holding at least a

majority of the Membership Interests then held

by the Owners; or

13.2.2. Teroiination of this Agreement

pursuant to Section U. 13 hereof.

13J. Winding Up Affairs oa Dissolution. Upon

dissolution of the LLC, the OflBcers or otiaer pasons

required or permitted by law to canry out the winding up

of the affairs of the LLC shall promptly notify all

Members of such dissolution; shall wind up the aBsais

of the LLC; shall prepare and file all instruments or

documents required by law to be filed to reflect &e

dissolution of the LLC; and. after collecting the debts

and obligations owed to Ac LLC and after paying or

providii^ for die payment of all liabUities and

obligations of the LLC, shall distribute (he assets of the

LLC m accordance with Section 6.5. In determinmg the

final balance of the Book CE^pitaI Accounts, assets of the

LLC which arc distributed in kind to the Members, if

any, shall be treated as if sold for their fair market value

and allocalions shall be made pursuant to Sections 6.1

and 6.2 hereof,

13.4. Waiver of Right to Partition and Decree of

Dissolution. As a material inducement to each Member

to execute this A^eemeflt, each MembCT covenants and

represents to each otlier Member that, during flie period

beginning on the date of this Agreement, no Member,

nor such Member's heirs, representatives, successors,

transferees or assigns, will attempt to make any partition

whatever of &e assets of the LLC or any interest therein

whether now owned or hereafter acquired, and each

Member waives all rights of partition provided by

statute OT principles of law or equity, including partition

in kind or partition by sa]c. The Members agree that

ureparable damage would be done to die goodwill and

reputation of Ae LLC if any Member should bring an

action in a court to dissolve the LLC. Tlic Members

agree feat tfiis Agreement provides fiiir and just

provisions for payment and liquidation of the interest of

any Member in the LLC, and fair and just provisions to

prevent a Member ftom selling or olfaerwise alienating

its interest in fhe LLC. Accordingly, each Member

hereby waives and renounces its rig}it to such a court

decree of dissolution or to seek the appointment by

court of a liquidator or receiver for the LLC.

14. GENERAL PROVISIONS

14. 1. Notices. Except as othu-wise provided in this

Agreement, any notice, payment, demand or

communication required or peimitted to be given by any

provision of this Agreement shall be duly given

14. 1.1. if delivered in writmg, personally to

the person to whom it is authorized to be

given; or

14. 1.2. if sent by certified or registered mail,

overnight couria- service or facsimile to tfae

address of the Member or Director reflected in

the records of the U.C.

Any such noUce shall be deemed to be given

as oftfac date so delivered, ifdclivCTed personally, as of

the date on whidi the same was deposited in Ae United

States mail, postage prepaid, addressed and sent as

aforesaid, or on the date received if sent by overnight

courier services or electronic facsinule.

14^. Section Captions. Sedioa and other captions

contained in this Agreement are for reference purposes

only and are in no way intended to describe, interpret,

define or limit the scope, extent or intent of this

Agreement or my provision hereof.

14.3. Applicable Law. This Agreement and the

rights of the Members shall be govaned by and

co&stmed and enforced in accordance with the laws of

the State of Tennessee.

DM_US 47637902-19. 08S092. 0013

Exhibit 1 

Page 23 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 23 of 90
%'c%^

^

14.4. Severability. In case any one or more of the

provisions contained in this Agreement or any

application thereof shall be invalid, illegai or

unaiforceable m any respect, (he validity, legality and

cnforccability of the remaining provisions contamed

herein and any other application thereof shall not in any

way be affected or im^ired tliereBy. With'out limiting

the foregoing, the Members agree that m die event a

court or arbitrator with q)propriate jurisdiction

determine dial the geographic area and/or (he time

restricdons set forth in Section 8.2 hereof are

unenforceable as a matter of law. then the court or

arbitrator may modify the unenforceable provision in

order to make it enforceable and such modification will

be deemed to be valid amendment to this Agreement to

which each Owner and his or her Affiliates or AmSurg

and its Affiliates will be bound.

14.5. Binding Effect Except as herein otherwise

provided to the contraiy, this Agreement shall be

binding upon, and inure to the benefit of, the Members

and their respective heirs, executors, administrators,

successors, transferees amd assigps.

14.6. Terminology. All personal pronouns used in

Ais Agreement, whether used in die masculine,

feminine, or neater gender, shall include all other

genders; and the singular shall include the plural, and

vice versa.

14.7. Aincndmcnt. This Agreement and/or the

Articles of Organization of the LLC may be amended in

writing (a) only with the consent of AmSurg and the

Owners holding at least a majority of the Membership

Interests then held by the Owners and (b) with respect to

Exhibit A hereto, under Ae circunistances set forth in

Sections 4.8 and 12.9 hereof.

14.8. Parties in Interest. Each and all of (he

covenants, tenns, provisions and agreements herein

contained shall be binding upon and inure to the benefit

of (he Members hereto and, to the extent permitted by

this Agreement, their respective heirs, legal

representatives, successors and assigns.

14.9. Counterparts. This Agreement may be

executed in counterparts, each of which shall be deemed

an original but all of which shall constitute me and tile

same instrument. Electronic copies of signatarcs will

constitute enforceable original sipiatures.

14. 10. Interpretation in Accordance with

Requirements for Partnershy Tax Treatment. The

LLC is intended to be treated as a partnership for federal

income tax puiposes, and fliis Agreement shall be

interpreted m a manner consistent with such intended

tax treatment.

14.11. Arbitration. All disputes arismg under flus

Agreement shall be resolved by binding arbitration

puisuant to the rules of the American Health Lawyeis

Association Dispute Resolution Service ("AHLA") Aen

pertaining. The aibitrarion proceedings shall be held in

Denver, Colorado. The procedures for conducting

discovery in connection with any such artiitration

proceedmg shall be detennined by the mutual agreement

of the Members party to the art)itration proceeding or, if

such Members cannot agree, by the arbitrators. The

arBitraIorssKall apply the substantive laws offlieStMe

of Tennessee and the UnitBd States.

The parties to The arbitration may, if they are

able to do so, agree upon one arbitrator, ofhennse, there

shall be three arbitrators selected to resolve disputes

piirsuant to this Section 14. 11, one named in writing by

each party that is party to the arbitration proceeding

(one arbitrator selected by (he plamtiff and one

arbitrator selected by the defendant) within thirty (30)

days after notice of arbitration is served upon any

Member by another Member, and a third aAitrator

selected by the two arbitrators selected by tile parties

within fifteen (15) days thereafter.

If tfac two arbitrators cannot select a third

arbitrator wiflun such fifitean (15) days, either party may

request that (he AHLA select such third arbitrator. If one

party does oot choose an arbitrator within thirty (30)

days, the other party shall request that the AHLA name

such other arbibator. No one shall serve as arbifaator

who is in any way fuiancially interested in this

Agreement or m the affairs of any Member.

Each of the parties to the arbitration shall pay

its own expenses of arbitration and one-half of Ihe

expenses of the arbitrators). If any position by any

party to the arbitration, or any defense or objection

thereto, is deemed by the aTbitratot<s) to have been

unreasonable, the arbitrators) shall assess, as part of

their award against Ac unreasonable party or reduce Ae

award to the unreasonable party, all or part of Ac

arbitration expenses (including reasonable attorneys'

fees) of die o&er party and offlie arbitrators).

14.12. Access to Books and Records by

Governmental Officials. Upon written request of the

Secretary of Health and Humm Services or the

Comptroller General or any other duly authorized

representatives thereof, each Member shall make

available to Ifae Secretery those contracts, books,

documents and records necessary to verify the nature

and extent of the cost of providing its services to the

Center. Such inspection shall be available up to fow (4)

years after such services are rendered. If any Member

carries out any of the duties of this Agreement through

subcontract with a value of Ten Thousand Dollars

($10, 000) or more over a twelve (12) month period with

a related individual or organization, such Member

agrees to include this requirement in such subcontract. If

a request from the Scctctaiy or his representative is

serred on a Member, that Mefflber will notify the LLC

in writing prior to respondii^ to the request

DM_ US 47637902-19. 085092. 0013

Exhibit 1 

Page 24 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 24 of 90
,-^

14. 13. Limited Renegotiation. This Agreement shall

be construed to be in accordance with any and all

federal, and state laws, including laws relating to

Medicare, Medicaid and other third party payers. In the

event there is a change in such laws, whether by statute,

regulation, agency or judicial decision, inteipretation,

pronouncement, guidance or otherwise diat has any

material effect on any term of this Agreement, then the

applicable tenn(s) of the Agreement shall be subject to

renegotiation and any Member may request

renegotiation of Ifae affected teem or terms of this

Agreement, upon written notice to the other Members,

to remedy such condition.

The Members expressly recogni2e that upon

request for renegotiation, each Member has a duty and

obligation to the others only to renegotiate the affected

tenn(s) in good faid and, turther, each Member

expressly agrees that its consent to proposals submitted

by the other Members during renegotiation efforts shall

not be unreasonably withheld.

Should the Members be unable to renegotiate

the tenn or tenns so affected so as to bring it/them into

compliance with Ac statute, regulatioii, agency or

judicial decision, interpretation, pronouncement,

guidance or other reason that rendeTed it/them unlawfiil

or uneirforeeable within sfarty (60) days of the date on

which notice of a desired renegotiation is given, thai

AmSurg or the Owners, upon approval of the Owners

holding at least a majority of the Membership Interests

then held by the Owners, shaU be entitled, after the

expiration of said sbdy (60) day period, to terminate this

Agreement upon Airty (30) addftional days written

notice to Ae Members.

14. 14. Integrated Agreement. This Agreement

constitutes the nitire understanding and agreement

between Ihe Members with respect to the subject matter

hereof aid there are nu ugreements, understandings,

restrictions, representations or wananties among Ae

Members other than those set forth haein or herein

provided for.

The Members acknowledge that Ihey have

independently n^otiated the provisions of this

Agreement, that they have relied upon their own counsel

as to matters of law and application and fliat no Member

has relied on any other Member with regard to such

matters. The Members expressly agree thai there shall

be no presumption created as a result of any Member

havii% prepared m whole or in part any provision of this

Agreement.

14. 15. Spousal Consents. The unders^ned spouses,

if any, of the Owners and any AflEiliated Physicians join

in Ihe execution of this Agreement to cvideaice Aat their

community property interest, if any, in the LLC shall be

bound by the terms of this Agreement, includmg

without limitation, restrictions on fransfer of

Membership Interests in Article 12 and fte repurchase

provisions set forth in Section 8. 11 above. The

tennination of the marital relationship of any Owsec or

the Affiliated Physician of any Owner for any reason

sfaal! not have the effect of removing my Membership

Interests otherwise subject to this Agreement from the

"coverage hereof. In the event any Owner should

hereafter become married to any pason other than such

person's existing spouse, such person shall cause such

new spouse promptly to execute an instrument

acceptable to the Board pursuant to which said new

spouse shall agree to be bound by the terms of this

Agreement, including the tenns of this Section 14. 15.

Furthennore, each of the undersigned spouses, if any, of

the Owners or the AfiRliated Physician of such Owner,

hereby appoints the Owner or the AflEiliated Physician to

whom he or she is married as his or her attorney in fact

to represent him or her in aQ matters with regard to the

LLC and to bind his or her interest, jointly widi such

Owner's, including by execution of any document

relating to the LLC.

[Remainder of page intentionally left blank]

DM_US 47637902-I9. 085092. 00I3

Exhibit 1 

Page 25 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 25 of 90
Ri Si^f

j!^13-.

£^:

CERTIFICATE

IN WFTNESS WKEREOF, the

undCTsigned hereby agree, acknowledge and certify

Aat (he foregoms, Agreement cpnstitytes the

Operating Agreement of Bend Surgeiy Center, LLC

adopted by the Members.

The undersigned spouse of the Owner or

Affiliated Physician, if any, named below hereby

certifies that he/she has read this agreement,

understands each provision, and agrees to be bound

by the tenns set forth m this agreement, including

without limitation, Section 14. 15 above.

AMSURG HOLDING;

By: UL^tName:

Title:

Wf, D^.

i~y^.\(

_a^^Mfc\ /^\

a-Miiri:

OWNERS:

^

Robert Andrews, M.D.

Spouse:

By:.

Name:

Aaron Askew, M.D.

Spouse:

By:.

Name:

Timothy Beard, M.D.

Spouse:

By:.

Name:

Richard Bochner, M.D.

Spouse:

By:.

Name:

Stephaa Boe, M.D.

Spouse:

By:.

Name:

Patricia Buehler, M.D.

Spouse:

By:.

Name:

Rodney Buzzas, M.D.

Spouse:

By:.

Name:

Arte Cantor, M. D.

Spouse:

By:

Name:

Brian Desmuud, M. D.

Spouse:

By:.

Name:

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 26 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 26 of 90
i^

CERTIFICATE

IN WITNESS WHEREOF, the

undersigned hereby agree, acknowledge and certify

that the foregoing Agreement constitutes the

Operating Agreement of B<nd Surgery Cenler, l,L 

adopted by the Members.

The undersigned spouse of the Owner or

Afliliated Physician, if any, nained below hereby

certifies that he/she has read this agreement,

understands each provision, and agrees to be bound

by the tcnns set forth in this agreement, including

without limitation. Section 14. 15 above.

AMSURG HOLDINGS, INC

Robert Andrews, M.D.

Spouse:

By: ^^^,

\^

Name: ^/?* /1. /^l^&^S

Aaron Askew, M. D.

Spouse:

By:.

Name:

Timothy Beard, M.D.

Spouse:

By:.

Name:

;<<-,

Rjchard Bochner, M.D.

Spouse:

By:.

Name:

Stephen Boe, M.D.

Spouse;

By:.

Name:

Patrida Buehlcr, M.D.

Spouse:

By;.

Name:

Rodney Buzzas, M.D.

Spouse:

By:.

Name:

Arte Cantor, M.D.

Spouse:

By:.

Name:

Brian Desmond, M.D.

Spouse:

By:.

Naane:

(Signature Page to Operating Agreeroent ofLLC)

Exhibit 1 

Page 27 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 27 of 90
^

m

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CERTIFICATE

IN WITNESS WHEREOF, the

undersigned hereby agree, acknowledge and n>rtify

that the foregoing Agreement constitutes the

Operating Agrieiemertt of Bend Surgery Center, LLC

adopted by the Members.

The undersigned spouse of the Owner or

Affiliated Physician, if any, named below hereby

cenilles that he/she has read this agreement,

understands each provision, and agrees to be bound

by the terms set forth in this agreement, including

without limitation. Section 14. 15 above.

AMSURG HOLDINGS, INC.

By:

Name:

Title:

OWNERS:

Robert Andrews, M.D.

Spouse:

By:.

Name:

^. (2%^

Name: f^ IM£-1 <?l ^ J . AS-KC ^

Timothy Beard; M. D.

Spouse:

By:.

Name:

Richard Bochner, M.D.

Spouse:

By:.

Name;

Stqihen Boe, M.D.

Spouse:

By:.

Name;

Patricia Buehler, M. D.

Spouse:

By:.

Name:

Rodney Buzzas, M.D.

Spouse:

By:.

Name:

Arte Cantor, M.D.

Spouse:

By:.

Name:

Brian Desmond, M.D.

Spouse:

By:.

Name:

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 28 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 28 of 90
^?

/^> ?-?J

S-.

^

CERTIFICATE

IN WITNESS WHEREOF, the

undersigned hereby agrse, acknowledge and certify

that the foregoing Agreement constitutes the

Operating Agreement of Bend Sargery Center, LLC

adopted by the Members,

The undersigned spouse of the Owner or

Affiliated Physician, if Any, named below hereby

certifies thai he/she has read this agreement,

understands each provision, and agrees to be bound

by the terms set fonh in this agreement, including

without limitation. Section 14. 15 above.

AMSURG HOLDINGS, INC.

By:

Name:

Title:

OWNERS:

Robert Andrews, M.D,

Spouse:

By:.

Name:

Aaron Askew, M.D.

Spouse;

By:.

Name;

^r

Name!: C^-y^-T'^-tA /^4? ^ff

Richard Bochner, M. D.

Spouse:

By.

Name;

Stephen Boe, M.D.

Spouse:

By:.

Name:

Patricia Buehler, M.D.

Spouse:

By:.

Name;

Rodney Buzzas, M.D.

Spouse:

By:.

Name:

Arte Cantor, M.D.

Spouse:

By:.

Name:

Brian Desmond, M.D.

Spouse:

By;.

Name:

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 29 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 29 of 90
MAR/05/2014/WED 12:56 PM Bmc GI Dept FAX No, 541 318 3247 P 003

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CBRTiyiCAT&

tn wn-hffiss WHEREOF, tbc

undereigaed hereby agree, acknowledge and certify

that tho foregoing Agreemctit constitutes the

Operating Agreement of Bold Surgeiy Cwtcr, LLC

adopted i»y the Members.

Ihc undcrai&ncd Spouse of Ac Owaar or

AjBEitiatcd Riysician, if any. naBied below hereby

oertificB dat Wsho has read this agreenKail,

undwnanda each provision, and agrees t& be bound

by the tcrtns set fiwA in this affvcment, including

Wthout limitation, Scctiim 14.15 sbove.

AMSURG HOLDINGS, INC.

By:

Name;

Titl?:

OWNKfiS!

Robert Andirffws, M-D.

Spouse:

By:.

Name:

Aaron Askew, MLD.

Spouse:

By:.

Napie:

.

naotty Bcardt M.I>.

Spouse:

By:,

Name:

z^

Rii

By: W^fc fe-Ak^-

Name: %4/<a&5ifiA£/ ^OC'hnC^

Sttpbw Boe. M.D.

Spouse;

By;.

Name:

PatriciABudhIer.M.D.

$pOUSK

By:.

Name:

Rodtfy B»zaa», M.D.

Spouse:

By:.

Nun«

Art< Cantor, M.O.

Spouse;

By:,

Name;

Brian DcsmoBd, MfJD.

Spouse:-

By:.

Name:

Exhibit 1 

Page 30 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 30 of 90
S&

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CE.RTINCATE

IN WITNESS WHEREOF, the

undersigned hereby spec, acfaxwledgc and culify

that the {oregome Agreeniwtf eoiistiaites (he

C^eratiag A^recnieaitof Bead Siu-gny CCTtei, LLC

adopted by the Menibeis.

the undKsigiied Bpause of the OwnBT or

Affiliated Physician, if any, named Tielow hereby

certifies that he/she has read this agreement,

undeisBnds eacli provision, and Bgrccs to be bound

by the tams set forth i» this agreement, including

wntfaflut lututation, Scch'im 14. 15 above.

AMSURG BOLDB'iGS, INC

.

By.

NBIBK

Title,-

OWNERS:

Kobert Andrews, M.D.

Spouse:

By..

Name:

Aaron Askew, M.D.

Spouse;

By;.

Name:

Timothy Beard, WLD.

Spouse;

By. _

Maine:

Ridwrd Bochner, M.D.

Spouse:

By:.

Natw:

fA^ U^-^^

Spouse: y<^ ^' ^trei

By:.

Name: n.^

7

Patricia Buehter, MJ».

Spouse:

By..

Nanus:

Rodney Bnaus, M.l>.

Spouse:

By;.

Name:

Arte Cantor, M.D.

Spouse:

By:.

Name:

-/ Brian Desmond, MJ).

Spouse:

By:.

Name:

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 31 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 31 of 90
$»

iSj'i't.

CERTIFICATE

IN WITNESS WHEREOF, Ac

underaignsd hereby agree, acknowledge and cssfify

ihat the foregoing AgTeement constitutes the

Operafing Agreement of JBendSurgery Center, LLC

adopted by the Monbers.

The undwsi^ed spouse of the Owner or

Affiliated Phystcian, if any, nwned below hereby

certifies that he/she has read ttis agreement,

undwstands eadi provision, and agrees to he bound

by the temu set forth to this agreement, including

without limitation. Section 14. 15 above.

AMSURG HOLDINGS, INC.

By:

Nanie:

Title:

OWNERS:

Ruberl Andrews, M.D.

Spouse:

By:._

Name;

Aaron Askew, M.D.

Spouse:

By..

Name:

Timothy Beard, M.D.

Spouse:

By;.

Name:

Richard Bochner, M. D.

Spouse:

By:.

Name:

Stephen Boc, M. D.

Spouse:

By:.

Spouse:

By:.

ricta Buefaler. M.D.

>US^ V^^<. C. <X\A^l(A_/

V^f^A^-^-

Name:

Rodney Buzzas, M.D.

Spouse:

By:

Name:

Arte Cantor, M.D.

Spouse:

By:.

Name:

Brian Diesraond, M.D,

Spouse:

By:.

Name:

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 32 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 32 of 90
e

;. :;..'

CERTIFICATE

IN WITNESS WHEREOF, the

undersigned hereby agree, acknowledge and certify

that ihe forcguing Agreement constitutes the

Operating A^rsement of Bend Surgeiy Center, LLG

adopted by the Members.

The undersigned spouse of the Owner or

Affiliated Physician, if any, named below hereby

certifies that he/she has read this agreement,

understands each provision, and agrees to be bound

by the terms set forth in this agreement, including

withoutlimitation, Section 14. 15 above.

AMSURG HOLDINGS, INC.

By:

Name:

Title:

OWNERS:

Robert Andrews, M. D.

Spouse:

By:.

Name:

Aaron Askew> M.D.

Spouse:

By:.

Name;

Timothy Beard, M.D.

Spouse:

By:.

Name;

Richard Bochner, M.D.

Spouse:

By:.

Name:

Stephen Boe, M.D.

Spouse:

By:.

Name:

Pstricia Buehler, M.D.

Spouse:

By:

Name:

^

Name;. /Hi^tu^ L '^ujws

Arte Cantor, M.D.

Spouse:

By:.

Name;

Brian Desmond, M.D.

Spouse:

By:.

Name:

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 33 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 33 of 90
"&

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CERTIFICATE

IN WITNESS WHEREOF, the

undersigned hereby agree, acknowledge Mid certify

that the foregoing Agreement constitutes the

X)pecrting Agreement of Bend Surgery Center. Ll-C

adopted by the Members.

The undersigned spouse of the Owner OT

Affiliated Physician, if Miy, named below hereby

certifies that he/die has read this agreement,

underetutck each provision, and agrees to be bound

by the terms set ftuth in this a^eement, including

without limitation. Section 14. 15 above.

AMSURG HOLDINGS, INC.

By;

Name:

Title:

OWNERS:

Robert Andrews, M.U.

Spouse:

By:.

Name:

Aaron Askew, M.D.

Spouse:

By:.

Name:

Timothy Beard, M.D.

Spouse;

By:.

Name:

Richard Bochner, M.D.

Spouse:

By:.

Name:

Stephen Boe, M.D.

Spouse:

By:.

Name:

Patricia Buehler, M.D.

Spouse:

By.-.

Name:

Rodney Buzzas, MJ».

Spouse:

By:.

Name:

S^^C^r^

>rfl^antor, M.D.

^^7L-A^/"i

Spouse: ^/)6^\^ t/'^Ct^}£(,C

flALt

Name:

Brian Oesmond, M.D,

Spouse:

By:.

Name:

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 34 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 34 of 90
02/14/2014 07:46 2883388294

02/86/2014 16;18 2863368294

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BBK R BFiEhNEMAN

BBK R BR&WMftN

PAGE 03

PWS. 85

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2»~*^''

Is

CBlRTIIWATE

w wrmess WBERSOF, <&.

undttsigned b«wby agrc^ wltnowled^tt and cwSQ'

that the fc»(oi»e Agiwnant conetttutes tfit

OpcretidjB Agictiwatt of Bend SutTgny CeoUr, VLC

fidoptcd by A» Mcnibcn.

Th« undm»lgned tfwuae of ihe Owner or

AffiiUttted PhytffciBi. ifwy, n<unsd batow hen*y

Wrtifics fliu lic/abc hu read tli'» tgremiBirt,

UBdwjitandt »toh plovitiofl, and Byets to be i>oyn<l

by the tetw sm fertft in this aertfcmcnt, imtudiBg

without lintittfion, Section 14, 15 abom

AMSXJRG HOLDWGS, INC.

By; . ,.-

Nanw:

r?ti«; _ -._

(WNIRS!

aobert Andrws, M>»«

Spouse:

By:.

Name;

Anron Ari«w, M. D.

Spoiae;

By;.

Naosc;,

Tht»Wt!yB8nr<i»W,0,

Sppn«a;

By;.

Nairn;.

Rieltkrd Bochnw. M-15.

Spouse;

6y:.

Name.

Ste|»t|nnBoe, M.&

SpBUtC

By-'-

NtBlft:.

Patricia BaeWer, MJ>.

Epaust:

By^

Name:.

R6da^BBwas, MJ?.

SjpOUIK

sys.

N«m<;

Artc cantor, M<P.

Sftoute:

By.-.

NWK _/^)

.

^^-^{Z B^{ii»tfti(md, M.t>.

SP.W.- ^^^^'^. ^w^

By;. -<^^&-

y

Niun*:.

(Signature Sags to OpersQng Agwwnent ofLLC)

Exhibit 1 

Page 35 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 35 of 90
:ri'"':

ii^

in

B,, ^^^^^^^2-^

Name^^^^ ft^^^ h^'mmtc

Thamu Fitaunmnnt, M.D.

Spouse:

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Nanao:

Gary Frc4 MJB.

Spouse:

By:.

Name:

Gary G>n»eher, M.D,

Spouse:

6y'^

N»mc;

»yanGafflv»D, MJ[).

Spouse;

By:.

NameGragHa, Mj>.

Spouse:

By:.

Naroc:

Anthony H»ddcn, MJ».

Spouse:

Sy^

Name;

Ktuneth Haainglon, M.b.

Spouse:

By: _

Name:

Sidney HeBdeirson m, M.I>.

Spouse;

By: ^

Name;

AadrwHlegins. M.D.

Spousc:

By:.

Name:,

SandraHolIoway, MJ).

Spouse:

By:.

Name:

GtennKoteoi, M.)D.

(Signature Page to Operating Agreement ofLLC)

£ -d S888'ON WV!:0;<^ tlO?: 71 . ^W

Exhibit 1 

Page 36 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 36 of 90
s

tip

"V-if

Jason Dimmig, M.D.

Spouse:

By:.

Name;

r^^

Thomas Fitzsin^sns, M.D,

Spouse;

By:.

e: //^

Name:

Gary Prei, M.D.

Spouse;

By:.

Name:

Gaiy Gallagher, M.D.

Spouse:

By:

Name:

Ryan GaIIivan, M.D.

Spouse:

By:.

Name;

Greg Ha, M.D.

Spouse:

By:.

Name:

Anthony Hadden, M.D.

Spouse:

By:.

Name;

Kenneth Hanington, M.D.

Spouse:

By:.

Name:

Sidney Henderson III, M.D.

Spouse;

By:.

Name:

Andrew Higgins, M. D.

Spouse:

By:.

Name:

Sandra Holloway, M.D.

Spouse:

By:.

Name;

Glenn Kotecn, M.D.

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 37 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 37 of 90
a

Jason Dimmig, MJ3.

Spouse:

By: - -:---1-

Name:

Thomas Pitasimmons, M.D.

Spouse:

By:.

Name:

q^\A \~VQ(. ui;C>

GaryI'^M. D.

Spouse:

By: ^JL^+CQ^^T7 ^JL^.

^ Name:l/^rO ^L^-T ft^

Gary Gallagher, M.D.

Spouse:

By:.

Name:

Ryan GaUivan, M.D.

Spouse:

By:.

Name;

GregHa, M.D.

Spouse:

By:.

Name:

Anthony Ifaddett, M.D.

Spouse:

By:.

Name:

Kennetfi Hanington, MJ>.

Spouse:

By:.

Name;

Sidney Hendenon m, MJ).

Spouse:

By:. .. -.. .

Naine:

Andrw Higgins, M.D.

Spouse:

By:

Naiae;

1 .-ISandra Holloway; MJ».

Spouse:

By:.

Name;

Glean Kotecn, MJ).

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 38 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 38 of 90
01/29/2014 10:21 5413227002 NWCS PAGE 02/82

Jason Wroiouig, M.».

Spouse:

By:.

Name

Thomu Fitennmons, WLDSpOUSK

By:.

Name:

GaxyFnl, MJ».

Spousw

By:.

Name:.

Spouse:

^0^ift>^Lw^

... .ptz:^^^-

Name:

RyanGalfivan. M.P.

Spouse:

By;.

Name:

GngUaiM.X*.

Spouse:

Sy^.

Namy..

Anthony H»ddua, MJ>.

Spouse:

By:.

NBIBK.

Knuiett Haningttm, M.D.

Spouse:

By:.

Name:.

SiAxy ««sad<OTon W, M.D.

Spouse:

By:.

Name.

Andrew Higpns, MJ>.

Spwisc:

By:.

Names,

Sandra H»Bnw»y, lAD.

Spouse:

By:.

NantK

.

'^.sGtaanKi»t«>na, M.^.

(SigTiawre Pago to Opqratixig Agrecmeot ofLLC)

Exhibit 1 

Page 39 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 39 of 90
w

"t:

Jason Dimnnig) M.D.

Spouse:

By;.

Name;

TTiomas Pitzsimmons, M.D.

Spouse:

By:.

Name:

Gary Prei, M.D.

Spouse:

By:.

Name:

Gary Gallagher, M.D.

Spouse:

By:

Name:

Ryan Gailivan, M.D.

Spouse:

By:.

^ ^I-UA

^'{^ITJMW

Greg Ha, M.D.

Spouse:

By:.

Name:

Anthony Hadden, M.D.

Spouse:

By:.

Name;

Kenneth Hanington, M.D.

Spouse:

By:.

Name:

Sidney Henderson III, M.D.

Spouse:

By:.

Name;

Andrew Higgtns, M.D.

Spouse;

By:.

Name:

Sandra Holloway, M.D,

Spouse;

By;.

Name:

Glenn Koteen, M.D.

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 40 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 40 of 90
My?'

Jason Dimmig, M.D.

Spouse:

By:.

Name:

Thoinw fltzsimmons, M.D.

Spouse:

By:.

Name;

Gary Frel, M. D.

Spouse:

By:.

Name:

Gary Gallagher, M.D.

Spouse;

By...

Name:

Ryan Gaffivn, M.D.

Spouse:

By;.

Nanw:

GregHa, M.D*-/

Spouse;

By:.

Name: ^l^V-^ 'H?^

Anthony Haddui, M.D.

Spouse:

By:.

Name;

Kenneth Hanington, M,D.

Spouse:

By:.

Name:

Sidney Henderson 10, M.D.

Spouse:

By:.

Name:

Andrew Higgins, M.D.

Spouse;

By:.

Name:

Sandra Holloway, M.D.

Spouse:

By:.

Name:

Glenn Kotewi, M.D.

(Signature Page to Gperatteg Agreewnt efLLQ

Exhibit 1 

Page 41 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 41 of 90
ms

^i f!^':

Jason Dimmig. iM. l).

Spouse'

By:__

Name;

Thoinas Fitz-siininons, M. D.

Spouse:

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Nanie:

Gary Frei, M. D.

Spouse:

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Nami;:

Csiry Ciithighcr, M. D.

Spouse:

By...

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Ryan G:illiv;tn. M. D.

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CTCK Ila. M. I1.

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Kenneth Hanington, M. D.

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Name:

Sidney Henderson ID, M.D.

Spouse:

By:.

Nnine:

Andrew Higgins, M.D.

Spouse:

By:.

Nnme:

Sandra Holloway, M. D.

Spouse;

By:

Nanie:

Glenn Kotrcn, M. U,

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 42 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 42 of 90
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Jason Dimmig, M. D.

Spouse:

By:.

Name:

Thomas Fitzsimmons, M.D.

Spouse:

By:.

Name:

Gary Frei, M.D.

Spouse;

By:.

Name:

Gary Gallaghcr, M.D.

Spouse:

By:.

Name:

Ryan Gallivnn, M.D.

Spouse;

By:.

Name:

Greg Ha, M.D.

Spouse;

By:.

Name;

Anthony Hadden, M.D.

Spouse:

By:.

Name:

Spouse: f^'xfi^'fe:(

By: "

Name:

Sidney Hcnderson III, M.D.

Spouse:

By:.

Name:

Andrew Higgins, M. D.

Spouse:

By:.

Name:

Sandra Holloway, M.D.

Spouse:

By;.

Name:

Glenn Koteen, M.D.

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 43 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 43 of 90
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Jason Dimmig, M.D.

Spouse;

By:.

NameThomas Fitzsimmons, M.D.

Spouse:

By:.

Name;

Gary Frei, M.D,

Spouse:

By:.

Name;

GaryGalIagher, M.D.

Spouse:

By;.

Name:

RyanGalI!vn, M.D.

Spouse:

By:.

Name:

GregHa, M.D.

Spouse:

By:.

Name;

Anthony Madden, M.D.

Spouse;

By:.

Name:

Kenneth Hanington, M.D.

Spouse:

By:.

Name;

Jc^^f ^ /'^^\de^c^jS3 M/

Sidney Hend6<?4n III, M.b.

spou?(<Tpt ?o\i<- cc»\^ . fr«^de. %£An

j3^f^cU^s, ^^

Name:

Andrew Higgins, M.D.

Spouse:

By:.

Name:

Sandra HoIIoway, M.D.

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Name:

GIcnn Kotcen, M. D.

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 44 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 44 of 90
m

Jasnn Dimmfg, M.D.

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By:.

Name:

Thomas Fftatsimmons, M.D.

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Gary Frei, M.D.

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Name:

Ryan Gallivan, M.D.

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Name:

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By;

Name:

Anthony Hadden, M.D.

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By:.

Nune:

Kenneth Hanington, MJ>.

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Name:

Sidney Heiidersuii III, M.D.

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Exhibit 1 

Page 45 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 45 of 90
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Jason DImmig, M.D.

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Name:

Thomas Fitzsimmons, M.D.

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By:.

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By:.

Name:

Gary Gallagher, M.D.

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By:.

Name:

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By:.

Name:

GregHa, M.D.

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NameAnthony Hadden, M.D.

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By:.

Name:

Kenneth Hantogton, M.D.

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Name:

Sidney Hendersoa III, M.D.

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Andrew Higgins, MJD.

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Exhibit 1 

Page 46 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 46 of 90
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^

Jason Dimmig, M.D.

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Name:

Ryan Gallivan, M.D.

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Name:

Anthony Hadden, M.D.

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Name;

Kenneth Hanington, M.D.

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Name:

Sidney Henderson IH, M.D.

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By;.

Name:

Andrew Higgins, M.D.

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Glenn Koteen, M.D.

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 47 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 47 of 90
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Michael Mastrangelo, M.D.

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By;.

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Spouse;

Robert Mathews, M.D.

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By:.

Miciixel Ryan, M.D.

(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 48 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 48 of 90
1@;

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Barren Kowatski, M. D.

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Ed Parton, M.D.

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Name:

Robert Quinn, M.D.

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Name:

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Exhibit 1 

Page 49 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 49 of 90
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Exhibit 1 

Page 50 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 50 of 90
ii- Spouse:

By:.

Name:

Damn Kowatski, M. D.

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Name:

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Exhibit 1 

Page 51 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 51 of 90
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Exhibit 1 

Page 52 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 52 of 90
em

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Exhibit 1 

Page 53 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 53 of 90
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Exhibit 1 

Page 54 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 54 of 90
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Exhibit 1 

Page 55 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 55 of 90
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Exhibit 1 

Page 56 of 90

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Exhibit 1 

Page 58 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 58 of 90
Jan. 26. 2014 3:15PM No. 0005 P.. 5

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Exhibit 1 

Page 59 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 59 of 90
Laura Schweger, D.P.M.

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John David Wood, M.D.

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By:.

Name:

Kent Yundt, M.D.

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(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 60 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 60 of 90
l"3i'

Laura Schw^er, D.P.M.

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Robert Shannon, M.D

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Jon Swift, D.O.

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John David Wood, M.D.

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Exhibit 1 

Page 61 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 61 of 90
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Laura Schweger, D.P.M.

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, Nicok+e M. ^i(-h

Michael Villano, M.D.

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By:.

Name:

John David Wood^MLD.

Spouse:

By;.

Name:

Kent Yundt, M.D.

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By:.

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(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 62 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 62 of 90
hannon, M.D

mith,..- M.D.

, D, 0.

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Exhibit 1 

Page 63 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 63 of 90
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:.^

Laura Sckweger, D.P.M.

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Robert SIiannon, MJ)

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KcntYuadt, M.D.

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(Signature Page to Operating Agreement ofLLC)

Exhibit 1 

Page 64 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 64 of 90
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Laura Schweger, D.P.M.

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Jon Swift, D.O.

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Michael Villano, M. D.

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(Signature Page to Operating Agi-eement ofLLC)

Exhibit 1 

Page 65 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 65 of 90
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Laura Schweeer, D.P.M.

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Robert Shannon, M.D

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Page 66 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 66 of 90
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Laura Scljwegcr, D.PA).

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Exhibit 1 

Page 67 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 67 of 90
n

EXHIBIT A

MctdberWame and Addnss

AmSurg Holdings, Inc.

20 Burton Hills Bjvd,

Nashvi11e, TN37215

FEIN: 62-1595888

Robert Andrews, M, D.

Aaron Askew, M.D.

Timothy Beard, M.D.

Richard Bochner, D 0-

Stephen Boe, M.D.

Patricia Buehler, M. D.

Rodney Buzzas, M.D.

Arte Cantor, M.D.

Brian Desmond, M. D.

Jason Dimmig, M.D.

Thomas Fitzsimmons, M.D.

Gary Frei, M.D.

Gary Gallaghcr, M.D.

Ryan Gallivan, M.D.

Greg Ha, M. D.

Anthony Madden, M.D.

Kenneth Hanington, M. D.

Sidney Henderson III, M.D.

Andrew Higgins, M,D.

Sandra Holloway, M.D,

Olenn Koteen, M. D.

Darren Kowalski, M.D.

Linda Leffel, M.D.

Scott Letoumeau, M.D.

Michael Mastrangeto, M. D,

Robert Mathews, M. D,

Kathy Moore, M.D.

Andrew Neeb, M.D.

Ed Parton, M.D.

Robert Quinn, M. D.

John Renton, M.D.

Michael Ryan, M.D.

Laura Schweger, D.P.M.

Robert Shannon, M.D.

Randal Smith, M.D.

Jon Swift, D.O.

Michael Villano, M.D.

Erin Walling, M. D.

Cara Walther, M. D.

John David Wood, M.D.

Capital AcCTuat

Batonce'

Men»6ereb^p

.

Peroentaae

51.00000%

1.47147%

1.47147%

1.47147%

1.47147%

0.58859%

1.47147%

1.47147%

1.47147%

1.47147%

1.47147%

0.73574%

I.47147°/o

1. 47147%

1.471470/.

1.47147%

0.29429%

1.47147%

1.47147%

1.47147%

1.47147%

1.47147%

1.47147%

1.47147%

0.58859%

1.47147%

1.47147%

1.47147%

0. 29429%

0.58859%

1.47147%

0.29429%

1.47147%

1.47147%

1.47147%

0.58859%

0.29429%

1. 47147%

0,29429%

1.47147%

1.47147%

AmSurg's initial capital account balance will equal 51% of the total capital account balances of all Members.

DM_US 47637902-19. 085092. 0013

Exhibit 1 

Page 68 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 68 of 90
.

%^

'»- Member Name and Addrc'ss

Kent Yundt, M, D.

Total

Capital Account

BalanpE

Membtiralllp

Peraentaee'

0.29429%

100.00%

'St

DM US47637902-f9. 01i5U92. 0013

Exhibit 1 

Page 69 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 69 of 90
EXJBOOBIT B

ANNUAL ELIGIBILITy AFFIRMATION STATEMENT

Tlie undersigned, who is an owner (directly or indirectly) of Baid Surgery Center, LLC, a Tennessee limited

liability company (the "LLC"), hereby represents, wan-ants and affirms as follows:

1.

OREGON.

I AM A PHYSICIAN DULY LICENSED TO PRACTICE MEDICC'ffi IN THE STATE OF

2. AT ALL TIMES W WHICH I HAVE HAD AN OWNERSHIP INTEREST IN THE LLC, I HAVE

FULLY INFORMED, AND I AGREE THAT I WILL CONTINUE TO FULLY NFORM, EACH PATGBNT THAT I

REFER TO THE SURGICAL CENTER OPERATED BY THE LLC (THE "CENTER") THAT I HAVE AN

INVESTMENT INTEREST IN THE LLC.

3.

STATEMENT:

Yes a No a

DURING THE 12 CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE OP THIS

I have derived at least one-third of my medical practice income from the performance of outpatient

surgical procedures (as defined below); and

Yes a NOD

1%.

^.?

I have performed at least one-third of my outpatient surgical procedures at the Center.

Yes a NOD

(For purposes hereof, the term "outpatient surgical procedures" means those surgical procedures that are on the list of

Medicare covered procedures authorized to be performed m ambulatory surgical centers under <q)plicable Medicare

regulations, . whether or not such procedures are paid for by Medicare, workers ' compensation or other payers).

4. I AGREE THAT, WITH RESPECT TO ANY AND ALL FEDERAL HEALTO CARE PROGRAMS

W WHICH I PARTICIPATE (INCLUDING MEDICARE AND MEDICABD), I WILL TREAT PATIENTS RECEmNG

BENEFFTS OR ASSISTANCE UNDER SUCH PROGRAMS IN A NONDISCRIMINATORY MANNER.

Yes a No a

IN WITNESS WHEREOF, fhe undersigned has executed this Statement (his day of , 20

??^

(Signature of Physician)

(Type ofPnntName of Physician)

If any response to the above is checked "No" a&ached a separate sheet and ejySaw each "No" answer.

DM_US 47637902-19. 085092. 0013

Exhibit 1 

Page 70 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 70 of 90
EXfflBn 8.2

EXCEPTIONS TO NON-COMPETITION COVENANT

A. Services. Dr. Buzzas may serve as tfae physician advisor for quality and clinical

documentation for St. Charles Health System, and such services shall be deemed an exception to

the non-competition covenant.

B. Ofiice-Based Procedures Historically Done In-OfRce: Bach of the following Owners may

hold equity and financial interests in a medical practice that prowdes at the practice's facilities

the specific physician-ofi&ce surgery procediu-es that are described below that do not reqiiire

anesthesia (otiher than local anesthesia) or intravenous conscious sedation, and correspond to

such Owner or such Owner's practice, and in each case, such ownerdiip sfasdl not be deemed to

Violate Section 8.2 of this A@?eoaaent; provided, however, that with respect to each procedure at

least one of flie following conditions applies: (a) the Center mfbnaos Ae Owner that it does not

desire ihal the procedure be perfonaed at die Center; or (b) in the medical judgment of the

applicable Owoei, the procedure should be performed in such physician's office. The parties

agree and acknowledge that such practices are not and will not be licensed ambulatory surgery

centeis.

For the Owners Who Are in the Group Practice Deiert Orthopedics

10021-10022 10060-10180 11042-11047 11719-11765

12001-12021 12031.12057 13100-13153 15271-15278

20005 20520-20525 20526-20553 20600-20610

20612-20615 20670 23330, 23350 23500-23505

23520-23525 23540-23545 23570-23575 23600-23605

23620-23625 23650-23655 23665, 23675 23930,24065

24200 24220 24357 24500-24505

24530-24538 24560-24566 24576-24577 24582

24600-24605 24520 24640-24655 24670-24675

25000-25001 25028-25031 25075-25071 25260, 25270

25500-25505 25520 25530-25535 25560-25565

25600-25606 25622-25624 25630-25635 25650-25651

25660 25671-25675 25680,25690 26010-26030

26040 26055-26060 26160-26180 26341.26432

26600-26608 26641-26650 26670-26676 26700-26706

26720-26727 26740-26742 26750-26756 26770-26776

27000^27040 27047^27086 27093, 27096 27193-27200

DM_US 47637902-19. 08SC82. 0013

Exhibit 1 

Page 71 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 71 of 90
's^' 27220-27222 27230-27232 27238, 27246 27250,27256

27265, 27267

27500-27503

27538

27750-27756

27268 27306,27307 27370

27508-27510 27516, 2.7517, 27520 27530-27532

27550-27552 27560-27562

27760-27762 27767-27768

27650,27648

27780-27781

27786-27788

27830-27831

28080

28450-28456

27808-27810 27816-27818

27840-27842 28001

28190-28192 28400-28406

28470-28476 28490-28496

27824-27825

28010-28011

28430-29436

28510-28515

28530 28540-28546 28570-28576 28600-28606

28630-28636 28660-28666 29000-29750 61070, 75809

63650 64400-64455 64479-64484 64490-64495

64505-64530 64553-64566 64611-64617 64620-64640

64642-64645 64646-64647 64721

??:-^ ^fi

^

For the Owners Who Are in the Group Practice Central OreeonJENT, LLC

10021 FNA WO IMAGING

10040 ACNE REMOVAL

10060 I D ABSC CYST SIMPLE

10061 I D ABSC CYST COMP

10120 FBREMSUBQ

10121 FB REM SUBQ COMP

10140 IDHEMATOMA

10160 PUNCTURE ASPIRATION

11000 DEBRIDE ECZEMATOUS SKIN

11010 FB DEBRmEMENT SKIN

11011 DEBRIDESKIN MUSCLE FB REMOVAL

11012 DEBR1DEMENTFB REMOVAL

11040 DEBRIDE SKIN PART THICK

11200 SKIN TAG REMOVAL FIRST 15

11201 SKINTAGADDL10

11300 SHAVWG LESION

11301 SHAVE LESION 0.6-1.0

11310 SHAVE LESION 0.5 CM FACE NOSE EAR

11311 SHAVE LESION 0.6-1.0 CM FACE NOSE EAR

11400 EXC B9 TRUNK ARM LEG <0.5

11402 EXC TRUNK 1.0-2.0

DM_US 47637902-19.0E5092.0013

Exhibit 1 

Page 72 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 72 of 90
IS-

.,. 1.'-'

^

11403 EXC LESION B9 2. 1-3.0 CM TRUNK ARM LEG

11404 EXC LESION B9 3. 1-4.0 CM TRUNK ARM LEG

11406 EXC LESION 139 > 4.0 CM TRUNK ARM LEG

11420 EXC LESION B9 0. 5 CM SCALP NECK

11421 EXC LESIONB9 0.6-1.0 CM SCALP NECK

11422 EXC LESION B9 1. 1-2.0 CM SCALP NECK

11423 EXC LESION B9 2. 1-3.0 CM SCALP NECK

11424 EXC LESION 39 3. 1-4.0 CM SCALP NECK

11426 EXC LESION B9 > 4 CM SCALP NECK

11440 EXC LESION B9 < 0.5 CM FACE NOSE

11441 EXC LESION B9 0.6-1. 0 CM FACE NOSE

11442 EXC LESION 39 1. 1-2. 0 CM FACE NOSE

11443 EXC LESION B9 2. 1-3. 0 CM FACE NOSE

11444 EXC LESION 39 3. 1-4.0 CM FACE NOSE

11446 EXC LESION B9 > 4 CM FACE NOSE

11602 EXC LESION M 1. 1-2.0 CM TRUNK ARM LEG

11603 EXC LESION MAL 2. 1 TO 3.0 CM

11604 EXC LESION M 3. 1-4.0 CM TRUNK ARM LEG

11620 EXC LESION M < 0.5 CM SCALP NECK

11621 EXC LESION M 0.6-1.0 CM SCALP NECK

11622 EXC LESION M 1. 1-2.0 CM SCALP NECK

11623 EXC LESION M 2. 1-3.0 CM SCALP NECK

11624 EXC LESION M 3. 1-4.0 CM SCALP NECK

11626 EXC LESION M > 4.0 CM SCALP NECK

11640 EXC LESION M < 0.5 CM FACE NOSE

11641 EXC LESION M 0.6-1 .0 CM FACE NOSE

11642 EXC LESION M 1. 1-2. 0 CM PACE NOSE

11643 EXC LESION M 2. 1-3. 0 CM FACE NOSE

11644 EXC LESION M 3. 1-4.0 CM FACE NOSE

11646 EXC LESION M > 4.0 CM FACE NOSE

11900 INJ INTRALESION 1-7 LESIONS

11901 1NJ INTRALESIONAL 8 OR MORE LESIONS

11921 TATTOOING MEDICAL 6. 1-20.0

11952 INJSUBQ 5. 1-10 CC

11954 INJSUBQFILLING>10CC

12001 REPAIR SIMPLE < 2.5 CM SCALP NECK

12002 REPAIR SBIPLE 2.6-7. 5 CM SCALP NECK

12004 REPAIR SIMPLE 7.6-12. 5 CM SCALP NECK

12011 REPAK SBtPLE < 2.5 CM FACE EAR LGP

12013 REPAIR SIMPLE 2.6-5 CM FACE EAR LIP

12014 REPAIR SIMPLE 5. 1-7. 5 CM FACE EAR LIP

DM US 47637902-19, 085092. 0013

Exhibit 1 

Page 73 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 73 of 90
'. '^ ? 12031 REPAIR. INT < 2.5 CM SCALP

12032 REPARINT 2. 6-7. 5 CM SCALP

12034 REPAIR INT 7. 6-12. 5 CM SCALP

12035 REPAIR INT 12.6-20 CM SCALP

12036 REPAIR INT 20. 1-30 CM SCAJLP

12041 REPAIR. INT 2. 5CM OR LESS

12042 REPAIR DsfT2. 6-7. 5CM NECK

12044 REPAIR INT 7. 6-12. 5 CM NECK

12051 REPAIR D^T < 2.5 CM FACE EAR

12052 REPAIR INT 2.6-5.0 CM FACE EAR

12053 REPAIR INT 5. 1-7. 5 CM PACE EAR

12054 REPAIR INT 7. 6-12. 5 CM FACE EAR

12055 REPAIR INT 12.6-20 CM FACE EAR

12056 REPAIR INT 20. 1-30 CM FACE EAR

12057 REPAIR INT >30 CM FACE EAR

13120 REPAIR COMPLX 1. 1-2.5 CM SCALP

13121 REPAIR COMPLX 2.6-7.5 CM SCALP

13122 REPAIR COMPLX EA ADDL 5 CM SCALP

13131 REPAR COMPLX 1.1-2.5 CM FACE

13132 REPAIR COMPLX 2.6-7.5 CM FACE

13133 REPAIR COMPLX EA ADDL 5 CM FACE

13150 REPAIR COMPLX < 1 .0 CM NOSE EAR

13151 REPAIR COMPLX 1. 1-2. 5 CMNOSE EAR

13152 REPAIR COMPLX 2.6-7.5 CM NOSE EAR

13153 REPAIR COMPLX EA ADDL 5CM NOSE EAR

15820 BLEPH LOWER EYELID

15821 BLEPH LOWER EYELID EXTENSFVE

15822 BLEPH UPPER EYELID

15823 BLEPH UPPER EYELro EXTENSIVE

17000 DESTRUCT LESION B9 CRYO

17003 DESTRUCT LESION CRYO B9 2-14 LESIONS

17004 OBSTRUCT LESION CRYO B9 15 OR MORE

17250 CAUTERIZE GRANULATED TISSUE

17270 DESTRCT LESION M<5 CM SCALP NECK

20005 INC SOFT TISSUE ABSC DEEP

20206 BX NEEDLE MUSCLE'NECK

20220 BX SUP BONE

20610 DRAIN/D^JECT, JOINT/BURSA

21337 CLOSED TXNASALSEPTAL EX

30140 FLJRBINOPLASry SMR

30200 TURBINATE INIECTION

DM_US 47637902-19. 0SS092. 00l3

Exhibit 1 

Page 74 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 74 of 90
m

.

t'i.tf

'w-

. tV:

30220 SEPTAL BUTTON INSERTION

30300 FB REM INTRANASAL

30310 FB REM INTRANASAL W GA

30560 LYSIS C^TANASAL S^\TECHIA

30580 FISTULA REPATR

30600 REPAIR FISTULAORONASAL

30630 REPAIR NASAL SEPTAL PERF

30801 TURBINATEABLATION/CAUTERY

30802 TURBINATE ABLATION INTAMURAL

30901 Control ofEpistaxis - Simple

30901 EPISTAXIS CONT SIMPLE

30903 EPISTAXIS CONT COMPLX

30905 EPISTAXIS CONT POSTERIOR INITIAL

30906 EPISTAXIS CONT POSTERIOR SUBSEQUENT

30930 TURBINATE OUTFRACTURE

30999 UNLISTED PROCEDURE NOSE

31000 LAVAGE MAXILL SINUS

31002 LAVAGE SPHENOID SINUS

31295 BALOONSINOPLASTYMAXILLARY

31296 BALOON SWOPLASTY FRONTAL

31297 BALOON DDLATION SPHENOID

31299 UNL PROCEDURE

31500 INTUBATION EMERGENCY

31502 TRACH TUBE CHANGE

31505 LARYNGOSCOPY INDIRECT DX

31510 LARYNGOSCOPYWBX

31511 LARYNGOSCOPYWFBREM

31512 LARYNGOSCOPY W REM OF LESION

31513 LARYNGOSCOPYWVCINJ

31515 LARYNGOSCOPYDIR ASPIRATION

31520 LARYNGOSCOPY DIR DX NEWBORN

31525 LARYNGOSCOPYDIRDX

31526 LARYNGOSCOPY DIR W MICROSCOPE

31530 LARYNGOSCOPY DIR W PB REM

31535 LARYNGOSCOPY DIR OP W BX

31536 LARYNGOSCOPY Dffi. OP MICROSCOPE W BX

31540 LARYNGOSCOPY DIR OP W EXC OF TUMOR

31541 LARYNGOSCOPY DIR OP MICROSCOPE W EXC OF TUMOR

31546 LARYNX RECONSTRUCTION

31560 LARYNGOSCOPY DIR W ARYTENOroECTOMY

31561 LARYNGOSCOPY W OP MICROSCOPE ARYTENOIDECTOMY

DM_US 47637902-19. 085092. 0013

Exhibit 1 

Page 75 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 75 of 90
^

31570 LARYNGOSCOPY DIR W IN] VC

31571 LARYNGOSCOPY DIR mj W OP MICROSCOPE

31575 LARYNGOSCOPY FLEX FffiER DX

31576 LARYNGOSCOPY FLEX FIBER DX W BX

31577 LARYNGOSCOPY FLEX FIBER DXWREM FB

31578 LARYNGOSCOPY FLEX FIBER DX W REM LESION

31580 LARYNGOPLASTY WITH KEEL INSERTION/REMOVAL

31599 UNLPROCLARYNX

31600 TRACHEOSTOMY

31611 INSERT TFP TRACHEOSOPHAGEAL FISTULA INSERT SPEECH PROSTHESES

31612 TRACH PUNCTURE W ASPIRATION OF INJECTION

36410 VENIPUNCTURE>3 YEARS PHYSICIAN ADMIN

40490 BX LIP

40500 EXCLEPVERMILIONECTOMYWMUCOSALADV

40510 EXC UP TRANS WEDGE W PRIME CLOSE

40520 EXC LIP V EXC W CLOSURE

40800 I D ABSC MOUTH

40801 ID ABSC MOUTH COMP

40806 FRENOTOMY LABIAL (UPPER)

40808 BX VESTIBULE OF MOUTH

40810 EXCLESIONMUCOSA MOUTH WO REPAIR

40812 EXC LESION MOUTH SIMPLE

40819 FRENULECTOMY BUCCAL/LABIAL W MUSCLE REMOVAL

40820 DESTRUCT LESION/SCAR MOUTH

40830 REPAIR LAC LIP < 2.5 CM

40831 REPAIR LAC LIP > 2.5 CM

40840 REPAIR MOUTH ANTERIOR

40842 EXCBUCCALCAVH-YPOSTERIOR UNILATERAL

40845 REPAIR LIP W RECONST MUSCLE

41000 I D ABSC TONGUE MOUTH

41005 I D ABSC SUBLDsTGUAL SUPERFICIAL

41008 I D ABSC SUBMANDIBULAR SPACE

41010 FRENOTOMYLINGUALCLOWER)

41017 I&D SUBMANDBULAR

41100 BX TONGUE ANT TWO THIRDS

41105 BX TONGUE POSTERIOR ONE THIRD

41108 BX FLOOR OP MOUTH

41110 EXC LESION TONGUE W/0 CLOSURE

41112 EXC LESION TONGUE W CLOSURE

41113 EXC LESION TONGUE POSTERJOR 1/3

41115 EXC LINGUAL FRENUM

DM_US 47637902. 19.0SS092. 0013

Exhibit 1 

Page 76 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 76 of 90
®

t£'Mf

guiW

fS-'f-'

41116 EXC LESION FLOOR OF MOUTH

41599 IJNLISTED PROCEDURE FLOOR OF MOUTH

41800 I D ABSCESS CYST DENTOALVEOLAR

41806 FB REM DENTOALVEOLAR BONE

42000 I D ABSC PALATE

42140 UVULECTOMY

42145 UPPP

42160 DESTRCT LESION PALATE

42182 REPAIR LAC PALATE >2CM

42226 VELOPHARYGEALFLAP REPAIR

42400 BX SALFVARY GLAND NEEDLE

42405 BXSALIVARYGLANDINCISIONAL

42408 EXC SALFVARY GLAND

42409 MARSIPULIZATION SALIVARY CYST

42699 SNOREPLASTY

42700 I D ABSC PERJTONSILLAR

42720 I DABSC PHARYNGEAL INTRAORAL

42725 I D ABSC RETROPHARYNGEAL

42800 BXOROPHARYNX

42802 BXHYPOPHARYNX

42804 BXNASOPHARYNX VISIBLE LESION

42806 NASOPHARYNX SURVEY FOR PRIME LESION

42808 EXC LESION PHARYNX

42809 FB REM LESION PHARYNX

42810 EXC BRANCfflAL CYST

42815 EXC BRANCmAL CLEFT CYST

42999 UNLPHARYNXADENOIDTONSGL

43200 ESOPUAGOSCOPY RIGID FLEX DX

43202 ESOPHAGOSCOPY RIGID FLEX DX W BX

43215 ESOPHAGOSCOPY RIGID FLEX WRJBMFB

43450 ESOPHAGOSCOPYDILATATION

43499 ZENKERS UNLISTED

43752 NG TUBE PLACEMENT

43760 NASOGASTRIC TUBE CHANGE

49999 INJ ALCOHOL

67810 BX EYELID

67840 EXC LESION EYELID

67900 BROW LIFT

67903 REPAIR LEVATOR BROW PTOSIS INTERNAL

67904 LEVATORBLEPHAROPTOSIS EXTERNAL

67938 FB REM EYELID

DM_US 47637902-19.08S092.0013

Exhibit 1 

Page 77 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 77 of 90
T-^-

^

68899 UNLISTED PROC LACRIMAL SYSTEM

69000 ID ABSCESS EXT EAR SIMPLE

69005 ear hematoma drainage

69005 I D ABSCESS EXT EAR COMP

69020 ID ABSCESS EXT AUDFTORY CANAL

69100 BXEXTEAR

69105 BXEXTEARAUDITORYCANAL

69110 EXC EXT EAR PARTIAL SIMPLE REPAIR

69200 FB REM EXT AUDITORY CANAL LOCAL

69205 FB REM EAR EXT AUDITORY CANAL W GA

69210 CERUMEN REMOVAL

69220 DB MASTOFD SIMPLE

69399 UNLISTED PROCEDURE EAR

69420 MYRINGOTOMY LOCAL

69550 REMOVE EAR LESION

69552 REMOVE EAR LBSION

69799 EAR PROCEDURE UNLISTED

69801 LABR1NTHOTOMY TEIANSCANAL

69990 MICROSCOPE OPERATING

For the Owners Who Are in the Group Practice Bend Memorial Clinic

36475 KFA

36476 RFA Additional Veins

37799 Ambulatory PUebectomy 1-9 stabs

37765 Ambulatory Phlebectomy 10-20 stabs

37766 Ambulatory Phlebectomy 21+ stabs

36470 Sclerotherapy

36471 Sclerotherapy multiple

19081 Breast biopsy w/ localization usmg stereo guidance

19082 additional lesion

19083 Breast biopsy w/ localization using u/s guidance

19084 additional lesion

19281 Placemnt of breast localization using inamm guidance

19282 additional lesion

19283 Placemnt of breast localization usiag stereo guidance

19284 additional lesion

36590 Port Removal

36589 Penn Cath Removal

46221 Hemorrhoid Banding

DM_US 47637902-19. 085092. 0013

Exhibit 1 

Page 78 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 78 of 90
II,

M^

46930 Hemonfaoidcauterization(IRC)

37609 Temporal Artery Biopsy

11401-11404 Skin lesions; benign; trunk, aims legs

11420-11424 Skin lesions; benign; scalp, neck, hands, feet, genitalia

11600-11 604 Skin lesions; malignant; tnuik anns, legs

11620-11624 Skin lesions; malignant; scalp, neck hands, feet genitalia

11200 Skin tag removal

10060 I&D ABSCESS; SIMPL/SNGL

10140 I&D HEMATOMA/SEROMATLUID COLLEC

10160 PUNCT ASPBR. ABSCES/HEMAT/BULLA/CYST

11440 EXC BEN LES FACE; 0.5 CM/LESS

11441 EXC BEN LES FACE; 0.6 TO 1.0 CM

11442 EXC BEN LES FACE; 1. 1 TO 2.0 CM

14060 ADJAC TRANSF LIDS/LIPS; 10 SQ CM

15822 BLEPHAROPLASTY UPPER EYELID

15823 BLEPHAROPLASTY UPPER; W/EXCESS SKIN

37609 LIG/BX TEMPORAL ART

65270 REPR LACERAT; CONJUNC W/WO SCLERA

67505 RETROBULBAR INJ; ALCOHOL

67700 BLEPHAROTOMY DRAIN ABSCESS EYELID

67710 SEVERING TARSOREHAPHY

67715 CANTHOTOMY (SEPART PROC)

67800 EXC CHALA230N; SNGL

67801 EXC CHALAZION; MX SAME LD3

67805 EXCCHALAZION;MXDIFFLIDS

67810. 50 BX EYELH) BILATERAL

67840 EXC LES LID WO CLO/W SMPL DIREC CLO

67850 DESTRCT LES LK) MARGIN

67875 TEMPORARY CLO EYELIDS BY SUTURE

67880 CONSTRUCT INTERMARGINALADHESIONS

67882 CONSTRCTADHESIONS;W/TRANSPOSnr

67900 REPRBROWPTOSIS

67904 REPR BLEPHAROPTOSIS; RESECT-EXT

67908 REPR BLEPHAROPTOSIS; CONJUNC-TARSO

67909 REDUCTION OVERCORRECTION PTOSIS

67911 CORRECT LID RETRACTION

67912 CORRECTION EYELID W/ MPLANT

67914 REPR ECTROPION; SUTURE

67916 REPR ECTROPION; BLEPHAROPLAST^

67917 REPR ECTROPION; BLEPHAROPLSTY EXTEN

DM_US 47637902-19,085092.0013

Exhibit 1 

Page 79 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 79 of 90
^

%:

1^

67921 REPR ENTROPION; SUTURE

67923 REPR ENTROPION; BLEPHAROPLASTY

67924 REPR ENTROPION; BLEPHAROPLSTY EXTEN

67930 SUTURE RECENT WOUND LID; PART THICK

67935 SUTURE RECENT WOUND LED; FULL THICK

67938 REMOV EMBEDDED FB EYELID

67950 CANTHOPLASTY

67961 EXC & REPR LJD; TO 1/4 LID MARGIN

67966 EXC & REPR EYELID > 1/4 LID MARGIN

68020 INCS CONJUNC DRAINAGE CYST

68100 BXCONJUNC

68110.50 EXC LES CONJUNC UP TO 1 CM BILATERAL

68115 EXC LES CONJUNC; OVER 1 CM

68115 EXC LES CONJUNC; OVER I CM

68130 EXC LES CONJUNC; W/ADJACE

68135 DES-mCT LES CONJUNC

68200.50 SUBCONJTJNCTTVAL INJ BILATERAL

68200.LT SUBCONJUNCrrVALINJLTEYE

68200.RT SUBCONJUNCTIVALINJRTEY

68320 CONJUNCTFVOPLASTY; W/CONJUNC GFT

68320. 50 CONJUNCTFVOPLAST^; W/CONJUNC GFT

68325 CONJUNCTIVOPLASTY; W/BUCCAL GFT

68326 CONJUNCTIVOPLASTY CUL-DE-SAC; W/GFT

68328 CONJUNCTIVOPL CUL-DE-SAC; BUCCL OFT

68330 KEPR SYMBLEPHARON; CONJUNCTFyOPLSTY

68335 REPR SYMBLEPHARON; W/FREE GFT

68340 REPR SYMBLEPHARON; DWIS SYMBLEPHAR

68360 CONJUNC FLAP; BRIDG&TART (SEP PRO)

68362 CONJUNC FLAP; TOT

68420 INCS DRAINAGE LACRIMAL SAG

68510 BX LACRIMAL GLAND

68530 REMOVFB/DACRYOLITHLACRIMALPASSG

68700 PLASTIC REPR CANALICULI

68760.50 CLO LACMMAL PUNCTUM THERMOCAUT BILATERAL

68810.50 PROBE NASOLACRIM DUCT W WO IRRIG BILATERAL

68815 PROBE NASOLAC DUCT; W/D^SERT TUBE

CHEMODENERVATION OF MUSCLES (EG FOR BLEPHROSPASM,

64612 HEMIFACIAL SPASM

65205 REMOVAL FB EXTERNAL, CONJUCTF^AL SUPERPICIAL

65210 REM FB, CONJUCTIVAL EMBEDDED

65220 REMFB COKNEAL WO SLIT LAMP

DM_US 47637902-19. 085092. 0013

Exhibit 1 

Page 80 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 80 of 90
.^

65222 REMFB CORNEAL W SLIT LAMP

65430 SCRAPING OF CORNEA

65435 REMOVAL OF CORNEAL EPITHELIUM

65436 REMOVAL OF COmk AL EPITHELHJM WITH CHELATION

65450 DESTRUCTION OF CORNEALLESION

65600 MULTIPLE PUNCTURES OF CORNEA .

65772 CORNEAL RELAXING INCISION

65778 PLACEMENT OF AMNIOTIC MEMBRANE- SELF RETAINING

65800 PARACENTESIS, DIAGNOSTIC

65805 PARACENTESIS WITH RELEASE OF AQUEOUS

65810 PARACENTESIS WITH REMOVAL OF VITREOUS

65815 PARACENTESIS WITH REMOVAL OF BLOOD

65855 TRABECULOPLASTY BY LASER

66250 REVISION OF OPERATFVE WOUND

66761 IRIDOTOMY/IRIDECTOMY BY LASER

66821 LASER SURGERY/EGYAG LASER

67028 Intiaviti-eal injection

67105 Repair RD- photocoagulation

67110 Pneumatic retinpexy

67141 Cryopexy-RD/latdce/breaks

67145 Laser retmal prophylaxis

67208 Cryopexy destruction of lesion

67210 Focal laser

67228 PRP laser

67515 INJ INTO TENON'S CAPSULE

67810 BX EYELID

67820 CORRECTION OF TRICHIASIS ; EPILATION BY FORCEPS ONLY

67825 CORRECTION OF TRICHIASIS ; EPtLATION BY OTHER THAN FORCEPS

68110 EXC LES CONJ UP TO I CM

68200 SUBCONJUCTFVAL INJ

68440 SNIP ENCISION OF LACRIMAL PUNCTUM

68761 CLOSURE OF THE LACRIMAL PUNCTUM BY PLUG

68801 DILATION OF LACRIMAL PUNCTUM, W OR WO IRRIGATION

11100 BIOPSY OF SKIN, SINGLE LESION-SIMPLE CLOSURE

11101 ADDITIONAL LESION BIOPSY

11200 REMOVAL OF SKIN TAGS UP TO AND FNCUDING 15 LESIONS

11440 EXCISION BENIGN LESIONS 0.5 CM OR LESS

11441 EXCISION BENIGN LESIONS 0.6 CM TO 1.0 CM

11640 EXCISION MALIGNANT LESION 0.5 CM OR LESS

15260 FULL THICKNESS GRAFT 20 SQ CM OR LESS

17110 DESTRUCTION BENIGN LESIONS OTHER TIiAN SKDST TAGS(EG LASER,

DM US47637902-19. 08S092. 00I3

Exhibit 1 

Page 81 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 81 of 90
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CRYOSURGERY)

EXCISION, TUMOR, SOFT TISSUE OF FACE OR SCALP, LESS THAN 2

21011 CM

37609 BIOPSY TEMPORAL ARTERY

10060 I D ABSCCYST SIMPLE

10061 IDABSCCYSTCOMP

10120 FBREMSUBQ

10121 FBREMSUBQCOMP

10140 IDHEMATOMA

10160 PUNCTURE ASPIRATION

11000 DEBMDE ECZEMATOUS SKIN

11010 FB DEBRIDEMENT SKIN

11011 DEBRIDE SKIN MUSCLE FB REMOVAL

11012 DEBRIDEMENT FB REMOVAL

11040 DEBRIDE SKIN PART THICK

11200 SKIN TAG REMOVAL FIRST 15

11201 SKINTAGADDL10

11300 SHAVING LESION

11301 SHAVE LESION 0.6-1.0

11310 SHAVE LESION 0.5 CM FACE NOSE EAR

11311 SHAVE LESION 0.6-1.0 CM FACE NOSE EAR

11420 EXC LESION B9 0.5 CM SCALP NECK

11421 EXC LESION B9 0.6-1.0 CM SCALP NECK

11422 EXC LESION B9 1. 1-2.0 CM SCALP NECK

11423 EXC LESION B9 2. 1-3.0 CM SCALP NECK

11424 EXC LESION 39 3. 1-4.0 CM SCALP NECK

11426 EXC LESION B9 > 4 CM SCAI.P NECK

11440 EXC LESION B9 < 0.5 CM FACE NOSE

11441 EXC LESION B9 0.6-1.0 CM FACE NOSE

11442 EXC LESION 39 1. 1-2.0 CM FACE NOSE

11443 EXC LESION B9 2. 1-3.0 CM FACE NOSE

11444 EXC LESION 39 3. 1-4.0 CM FACE NOSE

11446 EXC LESION B9 > 4 CM FACE NOSE

11620 EXC LESION M < 0.5 CM SCALP NECK

11621 EXC LESION M 0.6-1.0 CM SCALP NECK

11622 EXC LESION M 1. 1-2.0 CM SCALP NECK

11623 EXC LESION M 2. 1-3.0 CM SCALP NECK

11624 EXC LESION M 3. 1-4.0 CM SCALP NECK

11626 EXC LESION M > 4.0 CM SCALP NECK

11640 EXC LESION M < 0.5 CM FACE NOSE

11641 EXC LESION M 0.6-1.0 CMFACENOSE

DM_US 47637902-19. 08S092. 00I3

Exhibit 1 

Page 82 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 82 of 90
^.

mi

11642 EXC LESION M 1. 1-2.0 CM FACE NOSE

11643 EXC LESION M 2. 1-3.0 CM FACE NOSE

11644 EXC LBSION M 3. 1-4.0 CM FACE NOSE

11646 EXC LESION M > 4. 0 CM FACE NOSE

12001 REPAIR SD^IPLE < 2.5 CM SCALP NECK

12002 REPAK. SIMPLE 2.6-7. 5 CM SCALP NECK

12004 REPAIR SIMPLE 7.6-12.5 CM SCALP NECK

12011 REPAIR SIMPLE < 2.5 CM FACE EAR LIP

12013 REPAIR SIMPLE 2.6-5 CM FACE EAR LIP

12014 REPAIR SIMPLE 5. 1-7.5 CM FACE EAR LIP

12031 REPAER-INK 2.5 CM SCALP

12032 REPAIR WT 2.6-7. 5 CM SCALP

12034 REPAIR INT 7.6-12.5 CM SCALP

12035 REPAIR WT 12. 6-20 CM SCALP

12036 REPAIR INT 20. 1-30 CM SCALP

12041 REPAIR INT 2.5CM OR LESS

12042 REPAR^TT 2.6-7. 5 CM NECK

12044 REPAIR INT 7.6-12.5 CM NECK

12051 REPAIR INT< 2.5 CM FACE EAR

12052 REPAIR WT 2.6-5.0 CM FACE EAR

12053 REPAIR INT 5. 1-7. 5 CM FACE EAR

12054 REPAIR INT 7.6-12.5 CM FACE EAR

12055 REPAIR INT 12.6-20 CM FACE EAR

12056 REPAffi. INT20. 1-30 CM FACE EAR

12057 REPAIR INT >30 CM FACE EAR

13120 REPAIR COMPLX 1. 1-2.5 CM SCALP

13121 REPAffi. COMPLX 2. 6-7.5 CM SCALP

13122 REPAIR COMPLXEAADDL 5 CM SCALP

13131 REPAIR COMPLX 1. 1-2.5 CM FACE

13132 REPAIR COMPLX 2.6-7.5 CM FACE

13133 REPAIR COMPLX EA ADDL 5 CM FACE

13150 REPAIR COIvIPLX < 1.0 CM NOSE EAR

13151 REPAIR COMPLX 1. 1 "2. 5 CM NOSE EAR

13152 REPAIR COMPLX 2.6-7. 5 CM NOSE EAR

13153 REPAIR COMPLXEAADDL5CM NOSE EAR

15820 BLEPH LOWER EYELID

15S21 BLEPH LOWER EYELID EXTENSFVE

15822 BLEPH UPPER EYELID

15823 BLEPH UPPER EYELID EXTENSFVE

For the Owners Who Arejn the Group Practice Bend Surocal Associates

DM_US 47637902-19. 0SS092. 0013

Exhibit 1 

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Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 83 of 90
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11401 - 11403, 11406, 11422 - excision, benign lesions

11042 - debridement, subcutaneous tissue

11604, 11642 - excision, malignant lesions

10080, 10081 -mcision/drainage ofpilonidal cyst

10160 - puncture aspiration of abscess/cyst

10061 - incision/dramage abscess

13100 - repair/trunk, suturing of complicated wounds

20005 - incisioii/drainage ofsubfascial abscess

21930, 21931 - excision, mass, subcutaneous tissue

22902, 22903 - excision, mass, abdominal wall, subcutaneous tissue

25075 - excision, mass, subcutaneous tissue arm/wrist

46040 - incision/drainage ofperirectal abscess

46083 - incision ofthrombosed hemoirhoid

46500 - injection ofsclerosing solution, hemonrhoids

46221 - hemorrhoidectomy by litigation

97597 - debridement, wound care

97605 - negative pressure wound therapy

For the Owners Who Are in the Group Practice Northwest Brain & Spine

22524 Kypho

22523 "

22525 "

63650 Stim Trial

64555 "

64490 Facet

64491 "

64493 "

64494"

64483 Trfran NRB

64479"

64480"

64484

CARVE OUT CODES 5-30-14

27096 SI Joint

62310ESI

62311"

64405 Oxy NEB

20610 Lrg Joint

20551 Trigger

20550"

20552"

20553 "

DM US 47637902-19. 085092. 0013

Exhibit 1 

Page 84 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 84 of 90
^w 64633 Rhyzo

64634"

64635 "

64636 "

70002 Flouro

77003 "

For Dr. Kathy Moore

Dr. Kafhy Moore may perform facet blocks and epidural steroid mjections in her office for

patients who do not meet the Center's medical criteria, for whom the Center will not be paid a

facility fee, or if otherwise in the patient's best interest.

til-Tift.l

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For Dr. Michael E. Villano

Dr. Michael Villano may perform the following procedures in his office:

10021 FNA WO IMAGING

10040 ACNE REMOVAL

10060 I D ABSC CYST SIMPLE

10061 IDABSCCYSTCOMP

10120 FBREMSUBQ

10121 FB REM SUBQ COMP

10140 IDHEMATOMA

10160 PUNCTURE ASPIRATION

11000 DEBMDE ECZEMATOUS SKIN

11010 FB DEBRIDEMENT SKIN

11011 DEBMDE SKIN MUSCLE FB REMOVAL

11012 DEBRIDEMENT FB REMOVAL

11040 DEBRTOE SKIN PART TfflCK

11200 SKIN TAG REMOVAL FIRST 15

11201 SKINTAGADDL10

11300 SHAVING LESION

11301 SHAVE LESION 0.6-1 .0

11310 SHAVE LESION 0.5 CM FACE NOSE EAR

11311 SHAVE LESION 0.6-1.0 CM FACE NOSE EAR

11400 EXC B9 TRUNK ARM LEG <0.5

11402 EXC TRUNK 1.0-2,0

11403 EXC LESION B9 2. 1-3. 0 CM TRUNK ARM LEG

11404 EXC LESION B9 3. 1-4.0 CM TRUNK ARM LEG

11406 EXC LESION 139 > 4.0 CM TRUNK ARM LEG

11420 EXC LESION B9 0.5 CM SCALP NECK

11421 EXC LESION B9 0.6-1. 0 CM SCALP NECK

11422 EXC LESION B9 1. 1-2. 0 CM SCALP NECK

DM US47637902-19. 085092. 0013

Exhibit 1 

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Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 85 of 90
GIN

11423 EXC LESION B9 2. 1-3.0 CM SCALP NECK:

11424 EXC LESION 39 3. 1-4.0 CM SCALP NECK

11426 EXC LESION B9 > 4 CM SCALP NECK

11440 EXC LESION B9 < 0.5 CM FACE NOSE

11441 EXC LESION B9 0.6-1.0 CM FACE NOSE

11442 EXC LESION 39 1.1-2.0 CM FACE NOSE

11443 EXC LESION B9 2. 1-3.0 CM FACE NOSE

11444 EXC LESION 39 3. 1-4.0 CM FACE NOSE

11446 EXC LESION B9 > 4 CM FACE NOSE

11602 EXC LESION M 1. 1 -2.0 CM TRUNK ARM LEG

11603 EXC LESION MAL 2. 1 TO 3.0 CM

11604 EXC LESION M 3. 1-4. 0 CM TRUNK ARM LEG

11620 EXC LESION M < 0.5 CM SCALP NECK

11621 EXC LESION M 0.6-1 .0 CM SCALP NECK

11622 EXC LESION M 1. 1-2. 0 CM SCALP NECK

11623 EXC LESION M 2. 1-3.0 CM SCALP NECK

11624 EXC LESION M 3. 1-4. 0 CM SCALP NECK

11626 EXC LESION M > 4.0 CM SCALP NECK

11640 EXC LESION M < 0.5 CM FACE NOSE

11641 EXC LESION M 0.6-1 .0 CM FACE NOSE

11642 EXC LESION M 1. 1-2.0 CM FACE NOSE

11643 EXC LESION M 2. 1-3.0 CM FACE NOSE

11644 EXC LESION M 3. 1-4.0 CM FACE NOSE

11646 EXC LESION M > 4.0 CM FACE NOSE

11900 INJ INTRALESION 1-7 LESIONS

11901 INJ INTRALESIONAL 8 OR MORE LESIONS

11921 TATTOOING MEDICAL 6. 1-20.0

11952 INJ SUBQ 5. 1-10 CC

11954 INJ SUBQ FILLIN010CC

12001 REPAIR SIMPLE < 2.5 CM SCALP NECK

12002 REPAIR SIMPLE 2.6-7.5 CM SCALP NECK

12004 REPAIR SIMPLE 7.6-12.5 CM SCALP NECK

12011 REPATO. SIMPLE < 2.5 CM FACE EAR LIP

12013 REPAIR SIMPLE 2.6-5 CM FACE EAR LIP

12014 REPAIR SIMPLE 5. 1-7.5 CM FACE EAR LIP

12031 REPAIR INT < 2.5 CM SCALP

12032 REPAIR INT 2.6-7. 5 CM SCALP

12034 REPAIR INT 7.6-12.5 CM SCALP

12035 REPAIR WT 12.6-20 CM SCALP

12036 REPAIR INT 20. 1-30 CM SCALP

12041 REPABR. DSfT2.5CM OR LESS

12042 REPAIR WT 2.6-7. 5 CM NECK

12044 REPAIR INT 7.6-12.5 CM NECK

12051 REPAIR INT< 2.5 CM FACE EAR

12052 REPAIR INT 2.6-5.0 CM FACE EAR

12053 REPAIR INT 5. 1-7.5 CM FACE EAR

DM US47637902-19. 0t5092. 0013

Exhibit 1 

Page 86 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 86 of 90
%

i12054 REPAIR INT 7.6-12.5 CM FACE EAR

12055 REPAIR INT 12.6-20 CM FACE EAR

12056 REPAIR DMT 20. 1-30 CM FACE EAR

12057 REPAIR INT>30 CM PACE EAR

13120 REPAIR COMPLX 1.1-2.5 CM SCALP

13121 REPAIR COMPLX 2.6-7.5 CM SCALP

13122 REPAIR COMPLX EA ADDL 5 CM SCALP

13131 REPAIR COMPLX 1.1-2.5 CM FACE

13132 REPAIR COMPLX 2.6-7.5 CM FACE

13133 REPAIR COMPLX EA ADDL 5 CM FACE

13150 REPAIR COMPLX < 1.0 CM NOSE EAR

13151 REPAIR COMPLX 1. 1-2.5 CM NOSE EAR

13152 REPAIR COMPLX 2.6-7.5 CM NOSE EAR

13153 REPAIR COMPLXEAADDL5CM NOSE EAR

14020 Skin tissue rearrangement - to 10cm2 - scalp arms legs

14040 Skin tissue rearrangement - to 10cm2 - face hands ax genitals feet

14060 Skin tissue rearrangement - to 10cniz - eye, nose ear lip

15240 Full thickness skm graft (FTSG) to 20cm2 face, genitals, axil., hands, feet: closure

included

15740 Flap: island pedicle

15620 Delay or sectioning of flap (divisionand inset); forehead, cheek, neck, axillae, genitalia,

hands (cross finger), or feet

15630 Delay or sectioning of flap (divisionand mset); eyelids, ears, nose, or lips

15650 Transfer, mtemaediate, of any pedicle flap (walking tube eg) any location

15740 Flap: island pedicle (any location)

15760 Composite graft; including ala and ear

15770 Composite graft; including dermaVfat/fascia

15775 Hair transplant punch grafts;

15776 Hair transplant punch grafts;

15780 Demiabrasion total face

15781 Dermabrasion segmantal face

15788 Chemical peel of face - epidennal (TCA...)

15789 Chemical peel of face - dermal (Phenol)

15876 Suction assisted lipectomy; head and neck

15877 Suction assisted Hpectomy; trunk

21120 Genioplasty with implant

21282 Lateral cantiiopexy

15820 BLEPH LOWER EYELID

15822 BLEPH UPPER EYELID

15824 Rhyridectomy of forehead; browlift (for brow ptosis use 67900)

15825 Rhytidectomy of neck with plafysmal tightening

15826 Rhytidectomy ofglabellar firown lines

15828 Rhytidectomy of cheek, chb, and neck

15829 Rhytidectomy ofSMAS

17003 DESTRUCT LESION CRYO B9 2-14 LESIONS

17004 DESTRUCT LESION CRYO B9 15 OR MORE

DM_US 47637902. 19.085092. 0013

Exhibit 1 

Page 87 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 87 of 90
r- "i-i

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17250 CAUTERIZE GRANULATED TISSUE

17270 DESTRCT LESION M<.5 CM SCALP NECK

20005 INC SOFT TISSUE ABSC DEEP

20206 BX NEEDLE MUSCLE NECK

21320 Closed Teductioiti nasa! j&acture

21337 CLOSED TX NASAL SEPTAL FX

30140 TURBNOPLASTY SMR

30200 TURBINATE JNJECTION

30220 SEPTAL BUTTON INSERTION

30300 FB REM INTRANASAL

30410 RHINOPLASTy

30560 LYSIS INTANASAL SYNECmA

30580 FISTULA REPAIR

30600 REPAIR FISTULAORONASAL

30630 REPAIR NASAL SEPTAL PERF

30801 TURBINATE ABLATION/CAUTERY

30802 TURBINATEABLATIONINTAMURAL

30901 Control ofEpistaxis - Simple

30901 EPISTAXIS CONT SIMPLE

30903 EPISTAXISCONTCOMPLX

30905 EPISTAXISCONTPOSTERIOR INITIAL

30906 EPISTAXISCONTPOSTERIOR SUBSEQUENT

30930 TURBENATE OUTFRACTURE

30999 UNLISTED PROCEDURE NOSE

31000 LAVAGEMAXILLSINUS

31002 LAVAGE SPHENOID SINUS

31295 BALOON SINOPLASTY MAXILLARY

31296 BALOON SINOPLASTY FRONTAL

31297 BALOON DILATION SPHENOID

31299 UNL PROCEDURE

31502 TRACH TUBE CHANGE

31505 LARYNGOSCOPY INDIRECT DX

31515 LARYNGOSCOPY Dffi. ASPIRATION

31575 LARYNGOSCOPYFLEXFBERDX

31578 LARYNGOSCOPY FLEX FffiER DX W REM LESION

31599 UNLPROCLARYNX

31611 INSERT TFP TRACHEOSOPHAGEAL FISTLJLA INSERT SPEECH PROSTHESES

40490 BXLIP

40500 EXCLIPVERMD.-IONECTOMYWMUCOSALADV

40510 EXC LU? TRANS WEDGE W PRIME CLOSE

40520 EXC LIP V EXC W CLOSURE

40800 IDABSCMOUTH

40801 ID ABSC MOUTH COMP

40806 FKENOTOMY LABIAL (UPPER)

40808 BX VESTIBULE OF MOUTH

40810 EXC LESION MUCOSA MOUTH WO REPAIR

DM_US 47637902-19. 08S092. 0013

Exhibit 1 

Page 88 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 88 of 90
^

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40812 EXC LESION MOUTH SIMPLE

40819 FRENULECTOMY BUCCAL/LABIAL W MUSCLE REMOVAL

40820 DESTRUCTLESION/SCAR MOUTH

40830 REPAIR LAC UP < 2.5 CM

40831 REPAIR LAC LIP > 2.5 CM

40840 REPAIR MOUTH ANTERIOR

40842 EXC BUCCAL CAVITY POSTERIOR UNILATERAL

40845 REPAIR LIP W RECONST MUSCLE

41000 I D ABSC TONGUE MOUTH

41005 I D ABSC SUBLENGUAL SUPERFICIAL

41008 I D ABSC SUBMANDmULAR SPACE

41010 FRENOTOMY LINGUAL (LOWER)

41017 r&D SUBMANDIBULAR

41100 BX TONGUE ANT TWO THIRDS

41105 BX TONGUE POSTERIOR ONE TfflRD

41108 BX FLOOR OF MOUTH

41110 EXCLESION TONGUE W/0 CLOSURE

41112 EXCLESION TONGUE W CLOSURE

41113 EXC LESION TONGUE POSTERIOR 1/3

41115 EXCLINGUALFRENUM

41116 EXC LESION FLOOR OF MOUTH

41599 UNLISTED PROCEDURE FLOOR OF MOUTH

41800 I D ABSCESS CYST DENTOALVEOLAR

41806 FB REM DENTOALVEOLAR BONE

42000 I D ABSC PALATE

42140 UVULECTOMY

42160 DESTRCT LESION PALATE

42182 REPAIR LAC PALATE >2CM

42400 BXSALFVARYGLAND NEEDLE

42405 BX SALP/ARY GLAND I NCISIONAL

42409 MARSffULEATION SALIVARY CYST

42699 SNOREPLASTY

42700 I D ABSC PERJTONSILLAR

42720 I D ABSC PHARYNGEAL DSfTRAORAL

42800 BX OROPHARYNX

42804 BX NASOPHARYNX VISIBLE LESION

42806 NASOPHARYNX SURVEY FOR PRIME LESION

42808 EXCLESIONPHARYNX

42809 FB REM LESION PHARYNX

42810 EXCBRANCfflALCYST

42999 UNLPHARYNXADENOIDTONSIL

43752 NG TUBE PLACEMENT

43760 NASOGASTRIC TUBE CHANGE

49999 WJ ALCOHOL

67810 BX EYELID

67840 EXC LESION EYELID

DM_ US 47637902-19. 085092. 0013

Exhibit 1 

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Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 89 of 90
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67900 BROW LIFT

67904 LEVATORBLEPHAROPTOSIS EXTERNAL

67938 FBREM EYELID

68899 UNLISTED PROC LACRIMAL SYSTEM

69000 roABSCESSEXTEARS^GPLE

69005 ear hematoma drainage

69005 IDABSCESSEXTEARCOMP

69020 ID ABSCESSEXTAUDITORY CANAL

69100 BXEXTEAR

69105 BXEXT EAR AUDITORY CANAL

69110 EXC EXT EAR PARTIAL SIMPLE REPAIR

69200 FBREMEXTAUDITORY CANAL LOCAL

69210 CERUMEN REMOVAL

69220 DB MASTOm SIMPLE

69300 OTOPLASTY

69399 UNLISTED PROCEDURE EAR

69420 MYRENGOTOMY LOCAL

69550 REMOVE EAR LESION

69552 REMOVE EAR LESION

69799 EAR PROCEDURE UNLISTED

69801 LABRINTHOTOMY TRANSCANAL

CPT 10040 THRU 19396.

For Dr. Linda Lefiel

For Dr. Andrew Hietrins

"Dr. Andrew Higgins may perforoa port removals and minor skin lesion excisions ID his of&ce for

patients who do not meet fhe Center's medical criteria, for whom the Center will not be paid a

facility fee, or ifotheiwise in the patient's best interest.

iw

DM_US 47637902-S9.08S092.0013

Exhibit 1 

Page 90 of 90

Case 6:15-cv-01548-MC Document 1-1 Filed 08/14/15 Page 90 of 90