JANA Partners Reports Activist Stake In Team Health Holdings Inc. (TMH); Nominates Candidates to Board

Page 8 of 9 SEC Filing

support of their election. Each Independent Nominee will
receive compensation under the Nominee Agreement in the amount of $80,000 in the event that he or she serves on the Slate until
the Annual Meeting (or the earlier abandonment of the proxy solicitation), and an additional $130,000 in the event of his appointment
or election. The estimated after-tax proceeds of the cash payments referred to in the prior sentence are required to be used to
purchase Shares. A copy of the form of the Nominee Agreement is attached as Exhibit B and is incorporated by reference herein.

Except as otherwise set forth herein
and the joint filing agreement attached hereto as Exhibit C, the Reporting Persons have no contracts, arrangements, understandings
or relationships with any person with respect to the securities of the Issuer.

Item 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit A:	Transactions in the Shares During the Last 60 Days.
Exhibit B:	Form of Nominee Agreement
Exhibit C:	Joint Filing Agreement, dated February 25, 2016

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