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Legal Disclaimer This document has been prepared solely for use of the recipient. You agree to hold the
Information contained herein in strict confidence and may not reproduce, distribute or disclose this Information, in whole or in part. Forward-Looking Statements This presentation contains _forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Statements contained in this presentation other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and
plans, and our objectives for future operations are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as may,will, should, could, would, expects, plans, anticipates, believes, estimates, projects,
predicts, potential, or the negative of those terms, and similar expressions and comparable terminology intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the future
financial position of Surgery Partners, Inc. and its subsidiaries (the Company ), National Surgical Healthcare ( NSH ) and its subsidiaries including financial targets, business strategy, plans and objectives for future operations and future
operating results. These statements reflect the Company s current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These include, without limitation, risks and uncertainties related to any
potential transaction such as the following: the timing of such transaction; uncertainties as to whether our shareholders will approve a transaction; the effects of disruption from a transaction; the risk of shareholder litigation in connection with
a transaction; and other business effects, including the effects of industry, economic or political conditions outside of our control. These risks and uncertainties also include, without limitation: reductions in payments from, or inability to
contract with, government healthcare programs managed care organizations and private third-party payors, failure to fully integrate the operations of Surgery Partners and legacy Symbion, failure to fully integrate the operations of Surgery Partners
and NSH, changes in the regulatory, economic and other conditions of the states where our surgical facilities are located, and other factors set forth under Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of
Operations in the Company s Annual Report on Form 10-K for fiscal year 2016 ( 10-K ) filed with the Securities and Exchange Commission (the SEC ) as well as other information we file with the SEC. The Company cautions investors not to place
considerable reliance on the forward-looking statements contained in this presentation. You should read the Company s annual and quarterly reports, when available, and any and all other filings with the SEC, available at www.sec.gov, for a
discussion of these and other risks and uncertainties. The forward-looking statements contained in this presentation speak only as of the date of the presentation, and the Company undertakes no obligation to update or revise any forward-looking
statements for any reason, except as required by law. The business of the Company and NSH is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful
consideration to these risks and uncertainties. Data and Information Contained in this Presentation. This presentation also contains estimates, projections and other information concerning the Company s and NSH s industry, business and the
market for their products and services, as well as data regarding market research, estimates and forecasts. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to
uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Certain data in this presentation was obtained from various external sources, and neither the Company nor its
affiliates, advisers or representatives has verified such data with independent sources. Accordingly, neither the Company nor any of its affiliates, advisers or representatives makes any representations as to the accuracy or completeness of that
data or to update such data after the date of this presentation. Such data involves risks and uncertainties and is subject to change based on various factors. The trademarks included herein are the property of the owners thereof and are used for
reference purposes only. Such use should not be construed as an endorsement of the products or services of such owners. Non-GAAP Financial Measures This presentation contains certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA.
A non-GAAP financial measure is defined as a numerical measure of a company s financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in
the statements of income, balance sheets or statements of cash flow of the company. We present non-GAAP financial measures when we believe that the additional information is useful and meaningful to investors. Non-GAAP financial measures do not have
any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non-GAAP financial measures is not intended to be a substitute for, and should not be considered in isolation
from, the financial measures reported in accordance with GAAP. For additional information about our non-GAAP financial measures, and a reconciliation of certain non-GAAP financial measures to the comparable GAAP measures, see the Company s 10-K,
Quarterly Reports on Form 10-Q and other information we file with the SEC.
Legal Disclaimer Important Notice Regarding Information Contained in this Presentation. This Bridge
Presentation (this Presentation ) is intended to facilitate discussions with representatives of certain institutions regarding a potential syndicated financing for Surgery Partners, Inc. and its subsidiaries which, as part of a possible transaction,
may acquire National Surgical Healthcare. You should not rely on the information contained in this Presentation and this Presentation does not purport to be all-inclusive or to contain all of the information that a prospective participant may
consider material or desirable in making its decision to become a lender. In all cases, prospective participants should conduct their own investigation and analysis of the Company, their assets, financial condition and prospects, and of the data set
forth in this Presentation. The information contained in this Presentation is provided subject to the terms and conditions set forth in the Notice to and Undertaking by Recipients that follows. The information contained herein must be kept strictly
confidential and may not be reproduced or distributed, in whole or in part, in any format without the Company s prior written consent. Notice to and Undertaking by Recipients This Presentation has been prepared solely for informational purposes from
information supplied by or on behalf of the Company, and is being furnished by Jefferies Finance LLC (the Arranger ) to you in your capacity as a prospective lender (the Recipient ) in considering the proposed Senior Unsecured Bridge Loan
described in this Presentation (the Bridge Loan ). ACCEPTANCE OF THIS PRESENTATION CONSTITUTES AN AGREEMENT TO BE BOUND BY THE TERMS OF THIS NOTICE AND UNDERTAKING BY RECIPIENTS (THIS NOTICE AND UNDERTAKING ). IF THE RECIPIENT IS NOT
WILLING TO ACCEPT THIS PRESENTATION AND OTHER EVALUATION MATERIAL (AS DEFINED HEREIN) ON THE TERMS SET FORTH IN THIS NOTICE AND UNDERTAKING, IT MUST RETURN THIS PRESENTATION AND ANY OTHER EVALUATION MATERIAL TO THE ARRANGER IMMEDIATELY WITHOUT
MAKING ANY COPIES THEREOF, EXTRACTS THEREFROM OR USE THEREOF AND, IF APPLICABLE, IMMEDIATELY TERMINATE ACCESS TO THE RELATED EXTERNAL DATA SITE. THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OR ANY LOANS OF THE COMPANY OR ANY FINANCIAL INSTRUMENTS RELATED THERETO. THE INFORMATION IN THIS PRESENTATION IS CURRENT ONLY AS OF THE DATE ON ITS COVER. FOR ANY TIME AFTER THE COVER DATE OF THIS PRESENTATION, THE INFORMATION, INCLUDING
INFORMATION CONCERNING THE COMPANY S BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS, MAY HAVE CHANGED. THE DELIVERY OF THIS PRESENTATION SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAVE BEEN NO CHANGES
IN THE COMPANY S AFFAIRS AFTER THE DATE OF THIS PRESENTATION. THE COMPANY AND THE ARRANGER HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS ABOUT THE COMPANY IN CONNECTION WITH THIS PRESENTATION THAT IS NOT
CONTAINED IN THIS PRESENTATION. IF ANY INFORMATION HAS BEEN OR IS GIVEN OR ANY REPRESENTATIONS HAVE BEEN OR ARE MADE TO THE RECIPIENT OUTSIDE OF THIS PRESENTATION, SUCH INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE ARRANGER. I. Confidentiality As used herein: (a) Evaluation Material refers to this Presentation and any other information regarding the Company or its affiliates or the Bridge Loan furnished or
communicated to the Recipient by or on behalf of the Company in connection with the Bridge Loan (whether prepared or communicated by the Arranger or the Company, their respective advisors or otherwise) and (b) Internal Evaluation
Material refers to all memoranda, notes, and other documents and analyses developed by the Recipient or its Representatives (as defined below) using any of the information specified under the definition of Evaluation Material. By accepting
this Presentation, the Recipient acknowledges that the Company considers the Evaluation Material to include confidential, sensitive and proprietary information and agrees for the benefit of the Company, the Arranger and their respective affiliates
that it shall keep the Evaluation Material and Internal Evaluation Material confidential and shall not distribute the Evaluation Material to any third parties and will use the same solely for the purpose of evaluating the Bridge Loan; provided
however that (i) the Recipient may make any disclosure of such information to which the Company and the Arranger give their prior written consent and (ii) only to the extent required in connection with an evaluation of participation in the
Bridge Loan, any of such information may be disclosed to the Recipient, its affiliates and their respective partners, directors, officers, employees, agents, advisors and other representatives who need to know such information solely in connection
with the Recipient s evaluation of the Bridge Loan (collectively, Representatives ) (it being understood that such Representatives shall be informed by the Recipient of the confidential nature of such information and shall be directed by
the Recipient to treat such information in accordance with the terms of this Notice and Undertaking). The Recipient agrees to be responsible for any breach of this Notice and Undertaking that results from the actions or omissions of its
Representatives. The Recipient shall be permitted to disclose the Evaluation Material and Internal Evaluation Material in the event that it is required by law or regulation or requested by any governmental agency or other regulatory authority
(including any self-regulatory organization having or claiming to have jurisdiction) or in connection with any legal proceedings. The Recipient agrees that it will promptly notify the Company and the Arranger as soon as practical in the event of any
such disclosure (other than at the request of a regulatory authority), and give them the opportunity to object to such disclosure and seek a protective order unless such notification shall be prohibited by applicable law or legal process. The
Recipient shall have no obligation hereunder with respect to any Evaluation Material or Internal Evaluation Material to the extent that such information (i) is or becomes publicly available other than as a result of a disclosure by the
Recipient or its Representatives in violation of this agreement, or (ii) was within the Recipient s possession prior to its being furnished pursuant hereto or becomes available to the Recipient on a non-confidential basis from a source
other than the Company, the Arranger or their respective representatives, provided that the source of such information was not known by theRecipient to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation
of confidentiality to the Company, the Arranger or any other party with respect to such information. In the event that the Recipient decides not to participate in the transaction described herein or upon request of the Arranger or the Company, the
Recipient shall as soon as practicable return all Evaluation Material (other than Internal Evaluation Material) to the Arranger or certify in writing to the Arranger that the Recipient has destroyed all copies of the Evaluation Material (including
Internal Evaluation Material) unless prohibited from doing so by the Recipient s internal policies and procedures, implemented by the Recipient to comply with applicable law or regulation. With regard to any maintained Evaluation Material
(including Internal Evaluation Material), the confidentiality obligations of the Recipient hereunder shall continue in full force and effect with respect to any such Evaluation Material. The Recipient will take all reasonable measures to protect the
secrecy of and avoid disclosure or use of this Presentation in order to prevent it from falling into the public domain or the possession of persons other than those authorized hereby to have such information. The Recipient shall promptly notify the
Company of any misuse or misappropriation of this Presentation which may come to its attention. The Company reserves the right to require the return of this Presentation at any time. II. Information The Recipient acknowledges and agrees that
(i) the Arranger received the Evaluation Material from third party sources (including the Company) and it is provided to the Recipient for informational purposes only, (ii) the Arranger, Bain Capital Private Equity, LP ( Bain ), the
Company and their respective affiliates bear no responsibility (and shall not be liable) for the accuracy or completeness (or lack thereof) of the Evaluation Material or any information contained therein, (iii) no representation or warranty
(express or implied) regarding the Evaluation Material is made by the Arranger, Bain, the Company or any of their respective affiliates, (iv) none of the Arranger, Bain, the Company or any of their respective affiliates have made any
independent verification as to the accuracy or completeness of the Evaluation Material, (v) the Arranger, Bain, the Company and their respective affiliates shall have no obligation to update or supplement any Evaluation Material or otherwise
provide additional information, (vi) the Arranger, Bain, the Company and their respective affiliates shall not have any liability related to the use of the contents hereof, the Evaluation Materials or any related marketing materials by the
Recipient or any of its Representatives, (vii) the Arranger, Bain, the Company and their respective affiliates shall not have any liability related to the unauthorized misuse of this Presentation, the Evaluation Materials or any related
marketing materials by any Recipient or any of its Representatives. In addition, the Recipient acknowledges and agrees that the Arranger may offer interests in the Bridge Loan for the account of the Lead Arranger and its affiliates. The Evaluation
Material has been prepared to assist interested parties in making their own evaluation of the Company and the Bridge Loan and does not purport to be all-inclusive or to contain all of the information, or a discussion of all or any of the risks, that
a prospective participant may consider material or desirable in making its decision to become a lender. The Recipient should take such steps as it deems necessary to assure that it has the information it considers material or desirable in making its
decision to become a lender and should perform its own independent investigation and analysis of the Bridge Loan or the transactions contemplated thereby and the creditworthiness of the Company. The Recipient represents that it is sophisticated and
experienced in extending credit to entities similar to the Company and that it has made its own independent investigations and appraisal of the business, financial condition, prospects, creditworthiness, status and affair of the Company or any other
person that it considers necessary.
Legal Disclaimer II. Information (cont d) In addition, the Evaluation Material is summary in nature, is subject
to change or amendment and is not intended to provide the entire basis for credit or any other evaluation. The information and data contained herein are not a substitute for the Recipient s independent evaluation and analysis and should not be
considered as a recommendation by the Arranger or any of their respective affiliates that any Recipient enter into the Bridge Loan. The Recipient acknowledges that each Arranger s activities in connection with the Bridge Loan are undertaken by such
Arranger as a principal on an arms-length basis and no Arranger has any fiduciary, advisory or similar responsibilities in favor of the Recipient in connection with the Bridge Loan or the process related thereto. The Evaluation Material may include
certain forward-looking statements, estimates and projections provided by the Company (collectively, forward-looking statements ). Statements that are not historical facts, including statements accompanied by words such as believe, expect, estimate,
intend, or plan, are intended to identify forward-looking statements and convey the uncertainty of future events or outcomes. These forward-looking statements reflect various estimates and assumptions by the Company concerning future events and
anticipated results and may involve elements of subjective judgment and analysis and should not be viewed as facts. These forward-looking statements are based on management of the Company s analysis of the information available at the time this
Presentation was prepared on assumptions and perspectives that may be unique to the management of the Company. These forward-looking statements are subject to risks, uncertainties and assumptions. The Recipient is cautioned not to put undue reliance
on such forward-looking statements. No representations or warranties (express or implied) are made by the Company, Bain, the Arranger or any of their respective affiliates as to the accuracy of any such forward-looking statements, and such
forward-looking statements should not be relied upon as a representation as to the future and no assurances are given that projected results will be realized. Whether or not any such forward-looking statements are in fact achieved will depend upon
future events some of which are not within the control of the Company. Accordingly, actual results may vary from the projected results and such variations may be material. The Company assumes no obligation to, and expressly disclaims any obligation
to, update or revise any such forward-looking statement, to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements. Statements contained herein describing documents and agreements are
summaries only and such summaries are qualified in their entirety by reference to such documents and agreements. III. The Arranger The Arranger (together with its affiliates) is a full service financial institution engaged in various activities,
which may include loan and securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Arranger and/or one of its
affiliates may have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company and/or its affiliates. In the ordinary course of its various business activities, the
Arranger and/or its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts
of their customers, and such investment and securities activities may involve assets, securities and/or instruments of the Company and/or its affiliates. The Arranger and/or its affiliates may also make investment recommendations and/or publish or
express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. The Arranger and/or one or more of
its affiliates may provide loans under the Bridge Loan for their own accounts and such loans may comprise, individually or in the aggregate, a substantial portion of the Bridge Loan. Certain of such affiliates may commit, subject to certain terms
and conditions, to provide such loans prior to commencement of the syndication of the Bridge Loan, at a price and on terms agreed between such affiliates and the Company. In connection with the Bridge Loan, the Company will pay certain fees,
including commitment fees, to the Arranger, as well as fees or discounts payable or given to the Arranger and/or certain of its affiliates in consideration for their respective commitments to provide loans, which commitments were made to the Company
in advance of the commencement of the general syndication of the Bridge Loan. IV. General It is understood that unless and until a definitive agreement regarding the Bridge Loan between the parties thereto has been executed, the Recipient will be
under no legal obligation of any kind whatsoever with respect to the Bridge Loan by virtue of this Notice and Undertaking. The Recipient agrees that money damages would not be a sufficient remedy for breach of this Notice and Undertaking, and that
in addition to all other remedies available at law or in equity, the Company and the Arranger shall be entitled to equitable relief, including injunction and specific performance, without proof of actual damages. The loans made under the Bridge Loan
are not securities under the applicable United States federal securities laws and regulations, and you will not have the protection of such laws and regulations with respect to your purchase and sale of such loans and the Company will not be
required to provide you with any information other than as may be required under the definitive documentation governing the Bridge Loan. Additionally, the loans made under the Bridge Loan will not be listed on a securities exchange or any automated
dealer quotation system. You may not be able to assign your commitments or loans under the Bridge Loan at a particular time or at a price favorable to you. There are no assurances as to the level of liquidity of the market for the commitments or the